ICG Enterprise Trust Plc

Annual Report and Accounts 2022

Defensive growth

from a balanced

private equity portfolio

An actively managed

portfolio delivering

attractive compounding

returns over the long term

We invest in companies that are established,

profitable and cash generative. We make these

investments directly and through funds managed

by ICG and third-party managers.

Direct

Investments

Secondary

Investments

Primary

Funds

STRATEGICREPORT

1 Highlights

2 At a glance

4 How we access the market

6 How we work with our Manager

8 Fulfilling our purpose

10 Chair’s statement

12 Manager’s review

20 30 largest underlying companies

24 Investing responsibly

26 People and culture

32 Key performance indicators

34 Stakeholder engagement

38 How we manage risk

40 Principal risks and uncertainties

GOVERNANCE

44 Governance overview

46 Board of Directors

48 Corporate governance report

52 Report of the Directors

55 Investment policy

56 Directors’ remuneration report

60 Report of the Audit Committee

62 Additional disclosures required by

the Alternative Investment Fund

Managers Directive

63 Statement of Directors’ responsibilities

FINANCIALSTATEMENTS

64 Independent auditor’s

report to the members

of ICG Enterprise Trust Plc

70 Income statement

71 Balance sheet

72 Cash flow statement

73 Statement of changes in equity

74 Notes to the financial statements

OTHERINFORMATION

91 30 largest fund investments

93 Portfolio analysis

96 Glossary

99 Shareholder information

100 How to invest in

ICG Enterprise Trust Plc

www.icg-enterprise.co.uk

ICG Enterprise Trust Plc

4 How we access the market

1,690p

NAV per Share

(31 January 2021: 1,384p)

16.4%

NAV per Share Total Return

five-year annualised

2,3

(31 January 2021: 15.9%)

24.4%

NAV per Share Total Return

2,3

(31 January 2021: 22.5%)

27p

Total dividend

(31 January 2021: 24p)

This year, our net asset

value passed £1bn. We have

delivered strong returns, in a

very active market, and have

continued to develop our

track record of delivering

long-term shareholder value.

Our focus on investing in

sustainable companies, in

developed markets with a focus

on defensive growth position,

is well positioned to navigate

dynamic market conditions.

JANETUFNELL

Chair

OLIVERGARDEY

Head of Private Equity Fund Investments

1 In the Chair’s statement, Manager’s review and Other information sections,

reference is made to the ‘Portfolio’ (2022: £1,172.2m; 2021: £949.2m). The Portfolio

is an Alternative Performance Measure (‘APM’), defined as the aggregate of the

investment portfolios of the Company and of its subsidiary limited partnerships.

The Board and Manager consider that disclosing our Portfolio assists shareholders in

understanding the value and performance of the portfolio companies which comprise

the assets of the ICG Enterprise Trust, held through underlying fund investments and

co-investments selected by the Manager. The Portfolio does not include the

Co-investment Incentive Scheme Accrual (2022: £49.1m; 2021: £41.8m). This ensures

Portfolio returns are not distorted by certain funds and Direct Investments on which ICG

Enterprise Trust Plc does not incur Co-investment Incentive Scheme costs (for example,

on funds managed by Intermediate Capital Group plc (‘ICG’)). Portfolio is related to the

Net Asset Value, which is the value attributed to our shareholders, and which also

incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash

on our balance sheet. Further details are set out in the Glossary on pages 96 to 98.

2 This is an APM. Further details are set out in the Glossary on pages 96 to 98.

3 Throughout this report, all share price and NAV per Share performance figures

are stated on a Total Return basis (i.e. including the effect of reinvested dividends).

10 Chair’s statement

12 Manager’s review

Highlights

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

1ICG Enterprise Trust Plc Annual Report and Accounts 2022

Experienced

listed private

equity investor

Access to our

Manager’s global

network

At a glance

Increase amount deployed into

High Conviction Investments

as % of capital invested

49%

Of Portfolio

Maintain exposure

to US market (%)

40–50%

Medium-term expectation for US investments

to represent as a proportion of Portfolio value

Portfolio

as % of net assets

98%

Five-year average

40% of the Portfolio

Europe

31% of the Portfolio

UK and other

29% of the Portfolio

We seek to invest in cash-generative companies primarily in the US, Europe and the UK

Our purpose

To provide shareholders with access to the attractive

long-term returns generated by investing in private companies,

with the added benefit of daily liquidity

8 Fulfilling our purpose

How we succeed

FOCUSED

Invest in profitable private

companies, primarily in the

US, Europe and the UK.

SELECTIVE

Generating strong and

consistent returns, while

limiting downside risk.

DIFFERENTIATED

Actively construct a balanced

Portfolio of companies with

defensive growth characteristics.

ACCESS

Proprietary deal flow

from the wider ICG network.

INSIGHTS

Into private equity managers

and companies through local

teams across the globe.

EXPERTISE

Investment track record and

broader operational platform.

OURPURPOSEANDSTRATEGY

Generating long-term shareholder value

Our strategic objectives

10 Chair’s statement

6 How we work with our Manager

2 ICG Enterprise Trust Plc Annual Report and Accounts 2022

SOURCE

OPPORTUNITIES

ANALYSE

&INVEST

MONITOR&

ACTIVELYMANAGE

PORTFOLIO

REINVESTOR

RETURN

MONITOR&ACTIVELY

MANAGEPORTFOLIO

Underlying performance

is closely monitored and

the Portfolio’s exposures

are actively managed

to ensure consistent

strong performance.

REINVESTORRETURN

Proceeds from the sales

of Portfolio companies are

reinvested in new investment

opportunities, or returned

to shareholders through

dividends or share buybacks.

Find out more about our approach

to capital allocation on page 34.

SOURCEOPPORTUNITIES

The team actively sources new

opportunities, maintaining close

relationships with private equity

managers. As part of ICG, the

team also benefits from insights

and proprietary deal flow from

the wider ICG network.

ANALYSE&INVEST

Ahead of any investment,

deep and granular due

diligence is undertaken.

A detailed investment

recommendation is then

discussed by the Investment

Committee and, if approved,

moves to legal review.

1 Investment Committee oversight.

HOWWEMANAGEOURPORTFOLIO

Leveraging our differentiators

Our business model enables us to realise long-term value by combining

our proven strategy alongside our Manager’s global platform

12 Manager’s review

Thorough investment process

Including ESG considerations and disciplined capital allocation

Finance & risk Sales & marketing Operations

Underpinned by our operating platform

Our competitive advantages

26 People and culture

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

3ICG Enterprise Trust Plc Annual Report and Accounts 2022

STRATEGICREPORT

How we access the market

A differentiated

approach generating

attractive returns

We seek to invest in companies that

are established, profitable and cash

generative. We make these investments

directly and through funds managed

by ICG and third-party managers,

taking account of ESG considerations

throughout our investment process.

We aim to build a portfolio of companies

with defensive growth characteristics to

deliver consistently strong returns over

the long term.

12 Manager’s review

26 People and culture

20 30 largest underlying companies

24%

Five-year annualised

Portfolio Return on

a Local Currency Basis

£573m

49% of our Portfolio

HIGH

CONVICTION

INVESTMENTS

High Conviction

Investments are those

in which ICG actively

selects the underlying

portfolio companies and

includes ICG-managed

Primary Funds.

Primary Funds

Commitments to new

private equity funds.

Direct Investments

Investing directly in

companies alongside

funds managed by ICG and

third-party fund managers.

Secondary Investments

Acquiring fund interests

and commitments from

other investors.

INVESTMENT TYPE

£599m

51% of our Portfolio

18%

Five-year annualised

Portfolio Return on

a Local Currency Basis

ICG chooses the manager

of the funds.

THIRDPARTY

FUNDS

4 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Year 0

Year 1

Indicative

cash profile

Investment period

OUT

Fund

Year 0

Year 1

Indicative cash profile

Investment period

OUT

Fund

ICG Other

Indicative cash profile

Year 0

Year 5

Investment period

OUT

und

OUR PORTFOLIO TODAY

57%

Of Portfolio

20%

Five-year annualised

Portfolio Return on a

Local Currency

Basis

18%

Of Portfolio

25%

Of Portfolio

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

5ICG Enterprise Trust Plc Annual Report and Accounts 2022

31 Jan

2016

Portfolio valuation

31 Jan

2018

31 Jan

2020

31 Jan

2017

31 Jan

2019

31 Jan

2021

31 Jan

2022

£428

2016 2022

How we work with our Manager

A six-year relationship

generating shareholder value

Since ICG became the Manager, our

Portfolio has grown its exposure to North

America and become more fully invested.

Our Manager’s expertise and access provide

us with substantial benefits, and our unique

access to ICG-managed funds and associated

co-investment opportunities has generated

substantial value for our shareholders.

ICG appointed as

Manager of ICG

Enterprise Trust

ICG becomes the Manager

of Graphite Enterprise Trust

in February 2016, which is

renamed ‘ICG Enterprise Trust’.

Leading global alternative asset manager

Our Manager, ICG, is a global alternative asset

manager that provides capital to help companies

develop and grow. It has $71bn of assets under

management and is a constituent of the FTSE 100.

ICG invests in private companies, combining local

access and insight with an entrepreneurial approach

to give it a competitive edge in its markets.

ICGAM.COM

Greater access

We invest in ICG-managed funds and are offered

significant Direct Investment opportunities through these

commitments and our close relationship with the Manager.

9.0x

Direct Investment

Direct Investments

Growth in ICG-managed Direct Investments in the Portfolio

Since 2016

6 ICG Enterprise Trust Plc Annual Report and Accounts 2022

31 Jan

2016

Portfolio valuation

31 Jan

2018

31 Jan

2020

31 Jan

2017

31 Jan

2019

31 Jan

2021

31 Ja

2022

£428m

2016 2022

£1bn+

Portfolio valuation

12 Manager’s review

TOTALSHAREHOLDERRETURN

Our shares have delivered positive

shareholder returns over the long term.

At 31 January 2022 the five-year annualised

total shareholder return was 14.3%.

Deeper insights

With 525 employees in 15 offices globally and managing

$71bn of assets across 20 investment strategies, our

Manager provides significant insights into private market

trends, sector themes and company performance.

Superior expertise

Our operational platform and broader approach

benefit from our Manager’s expertise, in particular

regarding responsible investing.

1.3x

Global ICG strategies

5.0x

Invested ICG strategies

Invested ICG strategy

Growth in ICG strategies invested in

Since 2016

Growth in global fund strategies

Since 2016

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

7ICG Enterprise Trust Plc Annual Report and Accounts 2022

Fulfilling our purpose

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

At ICG Enterprise Trust, our

purpose is clear and our track

record of fulfilling it is strong.

It defines the way we manage

our Portfolio and our approach

to selecting new investments.

By fulfilling our purpose, we

generate value for stakeholders.

8 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Our purpose

Impacting all aspects

of our business

By encouraging

entrepreneurial and

responsible management,

supported by a robust

governance framework,

we support the

creation of long-term,

sustainable value.

44 Governance overview

By understanding

our stakeholders,

we take a holistic view

of the potential impact

of our decision.

34 Stakeholder engagement

We aim to build a portfolio of

companies with defensive growth

characteristics that will generate

consistently strong returns for

shareholders, over the long term.

4 How we access the market

The people who

execute on our strategy

underpin our success.

26 People and culture

A targeted approach

to responsible investing

embedded within our

investment approach.

24 Investing responsibly

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

9ICG Enterprise Trust Plc Annual Report and Accounts 2022

Chair’s statement

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.

JANETUFNELL

Chair

I am pleased to report that your Company

has performed strongly during the year,

continuing to build on its track record of

delivering strong risk-adjusted returns for

its shareholders.

ICG Enterprise Trust’s NAV at 31 January

2022 was £1.2bn, equating to 1,690p NAV

per Share. The Company has delivered

24.4% NAV per Share Total Return during

the financial year. On a five-year annualised

basis, NAV per Share Total Return is 16.4%.

This performance is net of all fees.

The performance underlines the benefits

of our strategy, with our more focussed

High Conviction Portfolio enhancing the

returns of our more diversified Third Party

Investments over the long term. In line with

this approach, ICG Enterprise Trust has

continued to deploy capital into a number

of High Conviction Investments. I have

been particularly pleased to see four new

Co-investments alongside our Manager,

ICG, and the significant progress we have

made during the year on developing our

portfolio of Secondary Investments.

1 ICG Enterprise Trust Plc.

27p

Dividend per share

29.4%

Portfolio Return on a

Local Currency Basis

24.4%

NAV per Share Total Return

Performance highlights

We were able to make these investments

given the strong Realisation activity we

experienced: during the year we received

Total Proceeds of £342.9m and deployed

£303.7m into new investments, generating

net proceeds of £39.2m. At 31 January 2022

we had £208.4m of available liquidity.

Following the tragic events in Ukraine

this calendar year, we are mindful of the

heightened levels of volatility and geopolitical

uncertainty. While we have no material direct

exposure to Russia or Ukraine, we remain

conscious of the potential indirect impact

of macroeconomic risks such as increasing

energy prices, disrupted supply chains,

and a squeeze on consumer spending.

In this environment, we feel our focus

on businesses with defensive growth

characteristics positions us well to navigate

these dynamic market conditions. We remain

alert to the changing situation and potential

risks. More detail on our risk management

can be found on page 38.

DELIVERINGONOURSTRATEGICGOALS

We made further progress against our

strategic goals: our new investment activity

was heavily weighted towards High

Conviction Investments (61.1% of Total New

Investments in FY22) and maintained our

North American exposure in line with our

target range of 40 – 50%. During the year,

the Board determined that we should

develop our Secondaries programme more

systematically and that we should target

allocating 15 – 25% of the Portfolio to

Secondary Investments. In line with this,

we made a number of investments during

the year which meaningfully increased

our exposure, bringing it within this target

range (31 January 2022: 17.9%; 31 January

2021: 11.8%).

High Conviction Investments represented

48.9% of the Portfolio at 31 January 2022 and

have generated an annualised local currency

return of 23.9% over the last five years.

We expect these investments to continue to

enhance the strong returns generated from

our Third Party Funds, which have returned an

annualised local currency return of 17.8% over

the last five years.

Since appointing ICG as the Manager six

years ago, we have become more fully

invested, reducing the impact of cash drag

on performance. At 31 January 2022 the

Portfolio represented 101.2% of Net Assets

(31 January 2016: 82.1%).

10 ICG Enterprise Trust Plc Annual Report and Accounts 2022

actively managed portfolio of private

equity investments, with the added benefit

of daily liquidity.

Despite the Company’s strong and consistent

track record, ICG Enterprise Trust’s shares

continue to trade at a Discount to NAV

(26.3% on 31 January 2022 against last

published NAV of 1,628p at 31 October 2021).

The Board considers that the Company’s

performance, and the value of its Manager’s

expertise and network, are not appropriately

recognised in its share price.

During the year we have worked closely

with the investment community, including

professional, institutional, and private wealth

managers, stock market analysts, and the media

to increase ICG Enterprise Trust’s profile and

improve investors’ understanding of the sector

and our role within it.

IMPORTANCEOFINVESTINGRESPONSIBLY

Responsible investing remains a focus for

our investment team, who are able to utilise

the Manager’s considerable resources in

this area to support their own investment

analysis 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 this

important topic.

BOARDEVOLUTION

Sandra Pajarola is retiring from the Board

on 28 June 2022, having served as a

non-executive director for nine years. During

her tenure, Sandra has been an invaluable

member of the Board, bringing a wealth of

experience and expertise to our discussions,

in particular around private equity investing.

On behalf of the Board and the shareholders

of ICG Enterprise Trust, I would like to extend

my sincere thanks to Sandra for her dedication

and many contributions, and to wish her

all the very best for her future endeavours.

In line with our focus on appropriate Board

composition and succession planning, the

Board is undertaking a search for new

non-executive directors and will update

shareholders in due course.

DIVIDENDANDSHAREBUYBACK

The Board continues to view the dividend

as an important component of shareholder

return and remains committed to a progressive

dividend policy. The Board is proposing a final

dividend of 9p per share. Together with the

three interim dividends of 6p per share each,

this will take total dividends for the year to 27p

per share, representing a 12.5% increase on

the prior year dividend. This marks the sixth

consecutive year of dividend increases. During

the year the Board also purchased 250,000

shares at an average price of 1,070p each.

In aggregate the Board therefore allocated

£21.2m

to cash returns to shareholders

during FY22.

ANNUALGENERALMEETING

The Annual General Meeting will be held on

28 June 2022. 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 Annual General Meeting,

either in person or via videoconference.

WELLPLACEDTOCONTINUETOGENERATE

VALUEFOROURSHAREHOLDERS

ICG Enterprise Trust is in good health,

with a strong balance sheet and a diversified

Portfolio that remains well-positioned to

withstand the increased volatility that has

affected the global markets so far in 2022.

We are encouraged by the performance of

our Portfolio, which is a testament to our

strategy and our focus on investments with

defensive growth characteristics. We believe

we offer an attractive investment vehicle

for public market investors to access

high-quality, privately-owned businesses.

The structure of the Portfolio enables the

Company to benefit from diversification

whilst retaining more concentrated exposure

to High Conviction Investments with

defensive growth characteristics. This

approach has successfully generated

double-digit NAV per Share Total Return

to our shareholders not only in the last year

but over the long term.

We are confident that your Company has the

expertise, network and financial resources to

successfully execute on its strategy, and we

believe that we have a promising future.

Jane Tufnell

Chair

11 May 2022

1 Being the sum of all ordinary dividends declared during FY22, including the proposed final dividend, and the value of all shares bought back during the year.

Strategic progress

We continued to make progress

towards our strategic objectives

32 Key performance indicators

Investment Portfolio

as % of net assets

98%

Five-year average

Balance sheet efficiency maintained

Increase amount deployed into

High Conviction Investments

as % of capital invested

49%

Of Portfolio

10 new Direct Investments

made during the year

Maintain exposure

to US market (%)

40–50%

Medium-term expectation for

US investments as a proportion

of Portfolio value

Exposure to US market maintained

during the year (31 January 2022: 41%)

PROVIDINGPUBLICACCESS

TOPRIVATEEQUITY

There is an increasing recognition that

private equity can play a valuable role for

both individual and institutional investors

with a long-term perspective. However,

it can be challenging for certain investors

to gain exposure to private equity assets.

ICG Enterprise Trust helps to solve this

problem: by investing in ICG Enterprise Trust,

shareholders gain access to a mature and

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

11ICG Enterprise Trust Plc Annual Report and Accounts 2022

Manager’s review

We enter the new year

well positioned to navigate

periods of uncertainty,

with our focus on buyouts

of high quality, cash

generative companies that

have attractive market

positions and robust

levers of growth.

OLIVERGARDEY

Head of Private Equity Fund Investments

Alternative Performance Measures

1 This is an APM as defined

in the Glossary on page 96.

29.4%

Portfolio Return on a

Local Currency Basis

(31 January 2021: 24.9%)

27.1%

Top 30 companies’ revenue

growth over the last 12 months

(31 January 2021: 15.0%)

2.6x

Multiple of cost of realisations

(31 January 2021: 2.4x)

The Board and the Manager monitor

the financial performance of the

Company on the basis of Alternative

Performance Measures (‘APM’),

which are non-IFRS measures. The

APM predominantly form the basis of

the financial measures discussed in

this review, which the Board believes

assists shareholders in assessing

their investment and the delivery

of the investment strategy.

The Company holds certain

investments in subsidiary entities.

The substantive difference between

APM and IFRS is the treatment of

the assets and liabilities of these

subsidiaries. The APM basis ‘looks

through’ these subsidiaries to the

underlying assets and liabilities they

hold, and it reports the investments,

less the Co-investment scheme

liability, as the Portfolio APM.

Under IFRS, the Company and its

subsidiaries are reported separately.

The assets and liabilities of the

subsidiaries are presented on the

face of the IFRS balance sheet as

a single carrying value.

The same is true for the IFRS and APM

basis of the Cash flow statement.

The Company’s Investments (IFRS)

were £1,124.0m (2021: £907.5m), an

increase of 23.8% on the prior year;

Net Asset Value (‘NAV’) (IFRS)

was £1,158.0m (2021: £952.0m), an

increase of 21.6% on the prior year;

and Portfolio (APM) was £1,172.2m

(2021: 949.2m), an increase of 23.5%

on the prior year.

Cash flows from the sale of portfolio

investments (IFRS) were £101.0m

(2021: £147.5m) while Total Proceeds

(APM) were £342.9m (2021:

£209.2m) including Realisation

Proceeds (APM) of £333.5m (2021:

£137.3m). Cash flows related to the

purchase of Portfolio investments

(IFRS) were £75.1m (2021: £86.1m),

while Total New Investment (APM)

was £303.7m (2021: £139.2m).

The Glossary on pages 96 to 98

includes definitions for all APM and,

where appropriate, a reconciliation

between APM and IFRS.

Performance highlights

12 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Market overview: key trends influencing performance

RECORDLEVELSOFGLOBALPRIVATEEQUITYACTIVITY

Trends

Deal activity rebounded strongly in 2021, following the

slowdown in 2020 driven by COVID-19. Global private equity

buyout deal value reached record highs in 2021

, breaking the

$1 trillion level for the first time, with a significant increase in both

volumes and average deal size

. Looking at 2021 buyout deal

value on a regional basis, North America saw the strongest

growth, increasing 120% year-on-year, and Europe by 79%.

Our positioning

Our managers have capitalised on the market activity, crystallising

value for our shareholders through record Realisation Proceeds

of £333.5m. We have also deployed substantial capital during the

year, with a focus on High Conviction Investments, including 10

new Direct Investments.

IMPORTANCEOFTHEUSINPRIVATEEQUITYMARKETSCONTINUES

Trends

In 2021, US private equity saw the largest increase in deal

value on both a relative and absolute basis with North American

buyout transaction value matching the 2020 global total.

The North American market is the largest private equity

market globally in both primary and secondary transactions,

with North American sellers accounting for over 72% of global

secondary volumes in 2021.

Our positioning

Building on our relationships with best-in-class managers in the

US, we have continued to commit to existing and new third-party

managers in the US. Investments in North America represented

41% of the Portfolio at 31 January 2022.

SECONDARIESDEALFLOWHITRECORDHIGH

Trends

Secondary transaction volumes in 2021 increased 137% year-on-

year, to a total of $133.2bn

. 2021 secondaries transaction value

was split almost equally between Fund secondaries and Direct

secondaries, but the Fund secondaries segment saw increased

growth in the year (+150% vs Direct +116%).

Our positioning

During the year, we expanded our Secondaries programme, in

line with our strategic objective of increasing exposure to this

market segment. Secondary Investments represented 17.9% of the

Portfolio at 31 January 2022, within our target range of 15 – 25%.

RISINGINTERESTRATES

Trends

2021 saw a rebound in economic activity, delivering the

strongest rate of global growth in almost half a century along

with broadening concerns of rising inflation. Through the end of

2021 and into 2022, long-term government bond yields increased

in the US and Europe, supported by hawkish signalling from the

Fed, the BoE, and the ECB. Since the beginning of 2022, we have

seen increasing expectation of interest rate hikes from many

central banks.

Our positioning

We seek to invest in businesses that demonstrate strong

defensive growth characteristics. We believe this enables us

to deliver attractive returns to our shareholders, benefiting

from the performance of companies that we believe will be

more resilient to the impact of slower growth or challenging

macro-economic conditions. We and our managers finance our

businesses in ways that are designed to withstand economic

volatility, for example through prudent use of leverage.

1 Bain Global Private Equity Report 2022: www.bain.com/globalassets/noindex/2022/bain_report_global-private-equity-report-2022.pdf

2 Setter Capital Volume Report 2021: www.settercapital.com/media/reports/Setter_Capital_Volume_Report_FY_2021.pdf

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

13ICG Enterprise Trust Plc Annual Report and Accounts 2022

All private equity

Developed markets

Primarily in Europe and the US which have more established private

equity sectors and more experienced managers.

Leading private equity managers

With track records of investing and

adding value through cycles.

Mid-market and larger deals

More likely to be resilient to economic cycles and typically

attract stronger management teams than smaller companies.

Buyouts

More consistent returns with lower risk than other private equity strategies.

DEFENSIVE

GROWTH

COMPANIES

ICG investments 27%

Third Party Primary Funds 51%

Third Party Secondary Investments 6%

Third Party Direct Investments 16%

High Conviction Investments

Manager’s review continued

Our growth this year extends the track

record of strong performance that we have

delivered for our shareholders. Over the

last five years, our Portfolio has generated

an annualised Portfolio Return on a Local

Currency Basis of 20.4% and FY22 is the

13th consecutive year that we have delivered

a double-digit Portfolio Return on a Local

Currency Basis.

Performance overview

CONTINUINGOURTRACK

RECORDOFGROWTH

Despite businesses worldwide facing

ongoing challenges due to sustained

impact from the COVID-19 pandemic, rising

inflation, and concerns around potential

interest rate rises, we continued to deliver

strong NAV growth, generating NAV per

share Total Return of 24.4% and ending the

year with a NAV per Share of 1,690p.

At 31 January 2022, our Portfolio was valued

at £1,172.2m, reflecting a 29.4% Portfolio

Return on a Local Currency Basis (FY21:

24.9%). Our Portfolio growth represents

strong performance across all areas of our

investment strategy.

Our investment strategy

We aim to deliver attractive risk-adjusted returns by

executing our focused and differentiated investment

strategy. We focus on investing in buyouts of

businesses that are profitable, cash generative and have

defensive growth characteristics that we believe will

deliver strong and resilient returns across all economic

cycles. Geographically we focus on the developed

markets of North America, Europe and the UK, which

have deep and mature private equity markets.

We find these characteristics in a range of companies,

reflected in the diversified sectors in which our

Portfolio is invested. There are a number of themes

that contribute to a business having, in our view,

defensive growth characteristics. These include

(among others) attractive market positioning,

providing mission-critical services to their clients

and customers, ability to pass on price increases,

and structurally high margins.

We invest in businesses directly, through

ICG-managed funds, and through third party

private equity managers. When combined,

we believe this results in a unique and balanced

portfolio with attractive growth characteristics.

Portfolio by investment type

Investment category

31 January 2022

£m

31 January 2022

% of Portfolio

31 January 2021

% of Portfolio

ICG-managed investments 315 27% 23%

Third Party Direct Investments 190 16% 21%

Third Party Secondary Investments 68 6% 7%

High Conviction Investments 573 49% 51%

Third Party Funds 599 51% 49%

Portfolio 1,172 100% 100%

14 ICG Enterprise Trust Plc Annual Report and Accounts 2022

BROADBASEDGROWTHACROSS

HIGHCONVICTIONINVESTMENTS

ANDTHIRDPARTYFUNDS

The benefits of our approach to portfolio

construction are demonstrated by our

long-term track record. Over the last five

years, our High Conviction Investments have

generated an annualised Portfolio Return

on a Local Currency Basis of 23.9% p.a.

and our Third Party Fund investments have

generated an annualised Portfolio Return

on a Local Currency Basis of 17.8% p.a.

This year, our NAV grew to £1.2bn for the first time, more than

doubling since appointing ICG as our Manager six years ago.

Reaching a landmark milestone

Movement in the Portfolio

£m

Year ended 31 Jan 2022

£m

Year ended 31 Jan 2021

£m

Opening Portfolio

949.2 806.4

Total new investments 303.7 139.2

Total Proceeds (342.9) (209.2)

Net (proceeds)/investments (39.2) (70.0)

Valuation movement

279.4 200.6

Currency movement (17.2) 12.2

Closing Portfolio

1,172.2 949.2

% Portfolio growth (local currency) 29.4% 24.9%

% currency movement (1.8)% 1.5%

% Portfolio growth (sterling) 27.6% 26.4%

Effect of cash drag (0.1)% 0.4%

Expenses and other income (1.5)% (1.9)%

Co-investment Incentive Scheme Accrual (1.8)% (2.8%)

Impact of share buybacks and dividend reinvestment 0.2% 0.4%

NAV per Share Total Return 24.4% 22.5%

1 Refer to the Glossary on page 96 for reconciliation to the Portfolio balance.

2 98% of the Portfolio is valued using 31 January 2022 (or later) valuations (2021: 95%).

High Conviction Investments represented

48.9% of the Portfolio value at 31 January

2022 (31 January 2021: 50.7%). We anticipate

that High Conviction Investments will

continue to represent 50% – 60% of the

Portfolio in the medium term.

During the year High Conviction Investments

generated a 23.1% Portfolio Return on a

Local Currency Basis. Key contributors to

the performance included IRI (a provider of

mission-critical data and predictive analytics

to consumer goods manufacturers) and

Visma (a provider of business management

software and outsourcing services).

The Secondary Investments made during the

year have already shown positive returns,

benefitting from the performance of a mature

portfolio of invested assets.

Third Party Funds generated a 36.0%

Portfolio Return on a Local Currency

Basis for the year (FY21: 22.4%) and

represented 51.1% of the Portfolio value at

31 January 2022 (31 January 2021: 49.3%).

These returns were driven by the strong

performance of a number of funds that

we invest in, including those managed by

Advent, Gridiron, CVC and Thomas H. Lee,

as well as the realisation of UPOL.

COLMWALSH

Managing Director

£521m

2016 NAV

£1.2bn

2022 NAV

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

15ICG Enterprise Trust Plc Annual Report and Accounts 2022

Manager’s review continued

New investment activity

EXECUTINGONANATTRACTIVE

INVESTMENTPIPELINE

During the period we were able to

successfully execute on a number of

attractive investments in our pipeline.

In total during the year, we invested

£303.7m, of which £185.6m (61.1%)

was in High Conviction Investments

and £118.1m were primary Drawdowns

from Third Party Funds.

Within the £185.6m of High Conviction

Investments, £108.7m was invested

alongside ICG and £76.9m was deployed

through Third Party managers. Fund

investments represented £100.5m

of High Conviction Investments, with

£85.1m invested across 21 individually-

selected Co-investments. 10 of these

Co-investments represent new

investments for ICG Enterprise Trust, and

11 were follow-on investments (totalling

£5.1m) to companies already held in our

Portfolio. Of the 10 new investments,

four were alongside ICG and six were

alongside Third Party managers. The ten

new Co-investments were:

NEWCOMMITMENTS

During the year we made a total of £189.9m

of new Commitments to funds, of which

£117.3m was to ICG-managed funds and

£72.6m were to Third Party Funds.

ICG-managed funds

During the period we committed

£117.3m to four ICG-managed funds,

including to three funds that focus on

Secondary transactions. The breakdown

of Commitments made to ICG-managed

funds were:

Third Party Funds

During the year we committed £72.6m

to Third Party Funds including

Commitments made to new funds and

Commitments inherited as part of fund

positions acquired in the secondary

market. We sought to identify leading

managers who complement our long-term

strategic objectives, are committed to

values aligned to our Responsible Investing

framework and have an investment

approach that suits our defensive growth

focus. In the period we made combined

Commitments of £69.3m into seven

new Third Party Funds, four of which

were to managers with whom we have

not invested before, demonstrating

our continued ability to originate and

execute new opportunities to work with

leading managers. The breakdown of

Commitments made to new Third Party

Funds were:

Company Manager Company sector/description

Investment

during the period

Ambassador

Theatre Group

ICG Operator of theatres

and ticketing platforms

£11.4m

DomusVi ICG Operator of retirement homes £11.2m

Planet Payment Eurazeo/Advent Provider of integrated payments

services focused on hospitality

and luxury retail

£9.6m

Ivanti Charlesbank Provider of enterprise IT software £8.8m

Davies Group BC Partners Provider of business process

outsourcing services to the

insurance sector

£8.7m

Brooks Automation Thomas H. Lee Provider of semiconductor

manufacturing solutions

£7.7m

Class Valuation Gridiron Provider of residential mortgage

appraisal management services

£6.9m

European Camping

Group

PAI Operator of premium campsites

and holiday parks

£6.9m

DigiCert ICG Provider of enterprise internet

security solutions

£6.7m

AMEOS Group ICG Operator of private hospitals £4.2m

Fund Focus

Commitment during

the period

ICG Ludgate Hill I Secondary portfolio of mid-market

and large buyouts

€45.0m (£38.7m)

ICG Europe Fund VIII Mezzanine and equity in mid-market buyouts €40m (£34.8m)

ICG Strategic Equity

Fund IV

Secondary fund restructurings $40m (£28.8m)

ICG Ludgate Hill II Secondary portfolio of mid-market

and large buyouts

$20m (£15.0m)

Fund Focus

Commitment during

the period

Thomas H. Lee IX North American mid-market and large buyouts $20m (£14.1m)

BC Partners XI European and North American mid-market buyouts €15m (£12.8m)

Resolute V North American mid-market buyouts $15m (£10.9m)

Bregal

Unternehmerkapital III

European mid-market buyouts €10m (£8.6m)

GHO Capital III

European and North American mid-market buyouts €10m (£8.6m)

GI Partners VI

North American mid-market buyouts $10m (£ 7.2m)

Hellman and

Friedman X

North American mid-market and large buyouts $ 10m (£ 7.1m)

1 New manager relationship during the period.

16 ICG Enterprise Trust Plc Annual Report and Accounts 2022

TOP30COMPANIESREPORTANOTHER

PERIODOFDOUBLEDIGITREVENUE

ANDEARNINGSGROWTH

Our largest 30 underlying companies

(‘Top 30 companies’) represented 39.0%

of the Portfolio by value at 31 January 2022

(31 January 2021: 51.8%). There were 13

new entrants to our Top 30 companies within

the period. Three of these were existing

holdings in the Portfolio, whilst 10 were new

investments made during the period.

The geographic exposure of the Top 30

companies reflects our broader focus on

developed private markets: 50.1% of the

Top 30 by Portfolio value is invested in the

US, 24.0% in Europe, with the remainder in

the UK and the rest of the world.

The Top 30 companies delivered impressive

operational performance during the year,

generating LTM revenue growth of 27.1% and

LTM EBITDA growth of 29.6%.

1,2

Of the Top 30 companies, EBITDA is a

relevant valuation metric for 27

, which in

aggregate represent 33.0% of the Portfolio

by value. At 31 January 2022, based on

the valuation information provided by the

underlying managers, the average Enterprise

Value / EBITDA of these companies was

14.6x (31 January 2021: 14.0x). The Net

Debt / EBITDA ratio of the same companies

was 4.3x (31 January 2021: 4.3x).

Realisation activity

STRONGREALISATIONACTIVITY

REFLECTSHIGHDEMANDFOR

QUALITYASSETS

FY22 represented a strong year of

Realisation activity for ICG Enterprise

Trust, with Total Proceeds for the period

of £342.9m, comprised of £333.5m of

realisations from individual companies

(either held directly or through funds) and

£9.4m of proceeds from Fund Disposals.

This was the highest level of Realisation

Proceeds in the last five years and represents

35.1% of FY21 closing Portfolio value (as at

31 January 2021).

There were 54 Full Exits of Portfolio holdings

during the period, generating proceeds

of £210.5m. Full Exits were completed at

an average Multiple to Cost of 2.6x, and an

average Uplift to Carrying Value of 36.3%.

Partial exits generated Realisation Proceeds

of £123.0m.

Four of our Top 30 companies at the

beginning of the financial year were fully

realised during the period. The largest

exit was Telos, the second largest investment

at the start of the financial year, which

we fully realised early in the period.

This exit, completed at a slight uplift to the

31 January 2021 carrying value, was a sale

of shares in the quoted business following

Telos’ IPO in 2020, and generated a 33.0x

return on invested capital. In September

2021, Graphite Capital completed the trade

sale of UPOL (previously ranked third in

our Top 30 holdings), to US-listed Axalta

Coating Systems. This transaction generated

proceeds of £22.9m, representing a 4.5x

return on invested capital. Other notable

Realisations included the exit of Supporting

Education Group, an ICG investment, which

was the 10th largest underlying portfolio

company at the start of the year, and Cognito,

an investment alongside

Graphite Capital.

Our exit from Telos — a leading

provider of cyber, cloud and

enterprise security solutions for

the world’s most security-conscious

organizations — reflected a 33.0x

return on invested capital.

1 Weighted-averages, based on contribution to

Portfolio value at 31 January 2022.

2 EBITDA growth rate excludes Ambassador Theatre

Group (#19) and European Camping Group (#25),

for which prior year EBITDA was negative (due to

COVID-19 impacts).

3 PetSmart/Chewy, Olaplex and MoMo were excluded

from this analysis as EBITDA growth is not a relevant

metric for these companies in the period.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

17ICG Enterprise Trust Plc Annual Report and Accounts 2022

Manager’s review continued

QUOTEDCOMPANIES

We do not actively invest in publicly-quoted

companies, but gain listed investment

exposure when IPOs are used as a route to

exit an investment. In these cases, exit timing

typically lies with the third party manager

alongside whom we have invested.

During the financial year, 17 portfolio

companies were publicly listed. The listings

generated a combined gross valuation uplift

for the Company of £17.1m compared to their

valuation at 31 January 2021.

At 31 January 2022, we had 45 underlying

investments in quoted companies,

representing 10.3% of the Portfolio value

(31 January 2021: 20.4%).

Portfolio analysis

PORTFOLIOCOMPOSITIONOVERVIEW

The Portfolio is actively managed and

structured to strike a balance between both

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. We also seek to ensure

appropriate diversification by sector and

by geography in the Portfolio. The Top

30 underlying investments in the Portfolio

represented 39.0% of the Portfolio value at

31 January 2022. Within the Top 30 holdings,

27 were High Conviction Investments.

FOCUSONDEVELOPEDMARKETS

The Portfolio is focused on developed

private equity markets, invested across

the US (41.4%), continental Europe (32.1%)

and the UK (18.6%).

FOCUSONSECTORSWITHDEFENSIVE

GROWTHCHARACTERISTICS

The Portfolio is well diversified and weighted

towards sectors with defensive growth

characteristics. Technology (24.1%),

Healthcare (16.6%), Business Services

(11.0%) and Education (5.1%) make up 56.8%

of the Portfolio. We feel these are particularly

attractive sectors, benefitting from structural

growth trends. Within our exposure to the

Consumer and Industrial sectors (20.8%

and 8.3% respectively), we have a bias to

companies with more defensive business

models, non-cyclical growth drivers and high

recurring revenue streams. We have relatively

low exposure to the Financials and Leisure

sectors (5.5% and 3.9% respectively).

EXPOSURETORUSSIAANDUKRAINE

Our Portfolio has no material exposure to

Russia or Ukraine. We continue to monitor

the situation closely and remain alert to

potential direct or indirect implications.

Company Ticker % value of Portfolio

1 Chewy (part of PetSmart)

CHWYUS 4.6%

2 Olaplex

OLPXUS 0.6%

Other 5.1%

Total 10.3%

1 % value of Portfolio includes entire holding of PetSmart and Chewy. Majority of value is within Chewy.

2 Company listed during the period.

The reduction in listed exposure was

largely driven by the Full Exit of Telos during

February (4.6% of our Portfolio value at

31 January 2021) and the 53.2% decline in

Chewy’s share price during the financial year.

Despite Chewy’s share price performance

this year, ICG Enterprise Trust’s investment

in PetSmart (which includes Chewy) has

delivered a strong return on investment for

our shareholders.

At 31 January 2022 there were two quoted

investments that individually accounted

for 0.5% or more of the Portfolio value

(see table below).

18 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Activity since the period end

Activity between 1 February 2022 and

31 March 2022 has included:

• Realisation Proceeds of £92m

• New Investments of £70m (52% into

High Conviction Investments)

• Three new Fund Commitments

totalling £79m

Effective as at 3 May 2022, we have increased

the size of our Revolving Credit Facility

(‘RCF’) to €240m (from €200m previously),

in keeping with the Company’s higher net

asset value. We have also extended the

maturity by one year to February 2026.

The other key terms remain unchanged.

The RCF is available for general corporate

purposes, including short-term financing

of investments such as the Drawdown on

Commitments to funds.

Outlook

We believe that the private equity model

of active ownership is well positioned to

generate long-term value and to withstand

market volatility and economic uncertainty.

Calendar year 2022 is expected to see a

large number of experienced private equity

managers raising capital for new funds.

This is creating attractive opportunities

for ICG Enterprise Trust, with favourable

supply/demand dynamics enabling us to

selectively commit to funds managed by

top-tier managers.

We remain focused on disciplined Deployment

into attractive Co-investment opportunities,

and to further growing our secondaries

programme.

In line with our investment strategy, our

Portfolio is invested into companies exhibiting

characteristics of defensive growth, including

strong cash flow generation, high margins,

market leading positions in sectors with high

barriers to entry, and strong ability to pass on

cost increases. We believe that these attributes

are likely to make them resilient investments,

even in an inflationary and rising interest rate

environment. We believe that this positions us

well to continue to deliver attractive returns and

to create value for our shareholders through

FY23 and beyond.

ICG Private Equity Fund Investments Team

11 May 2022

Balance sheet and financing

At 31 January 2022 we had a cash balance of £41.3m (31 January 2021: £45.1m) and total

available liquidity of £208.4m.

£m

Cash at 31 January 2021 45

Realisation Proceeds 334

Fund Disposals 9

Third Party Fund Drawdowns (118)

High Conviction Investments (186)

Shareholder returns (21)

FX and other (23)

Cash at 31 January 2022 41

Available undrawn debt facilities 167

Cash and undrawn debt facilities (total available liquidity) 208

At 31 January 2022 the Portfolio represented 101.2% of net assets (31 January 2021: 100%).

31 January 2022

£m

31 January 2021

£m

Portfolio

1,172 949

Cash 41 45

Co-investment Incentive Scheme Accrual

(49) (42)

Other Net Liabilities

1,2

(7) 0

Net assets 1,158 952

1 Refer to the Glossary for reconciliation from the Investments at fair value presented on the balance sheet to the Portfolio

balance and calculation of Other Net Liabilities.

2 31 January 2021 value impacted by rounding (Co-investment Incentive Scheme Accrual: £(41.8)m; Other Net Liabilities

£(0.7)m).

At 31 January 2022, we had Undrawn Commitments of £418.6m (31 January 2021: £418.5m)

of which 22.9% (£95.8m) were to funds outside of their Investment Period.

31 January 2022

£m

31 January 2021

£m

Undrawn Commitments – funds in Investment Period 323 341

Undrawn Commitments – funds outside Investment Period 96 77

Total Undrawn Commitments 419 418

Total available liquidity (including facility) (208) (201)

Overcommitment (including facility) 211 217

Overcommitment % of Net Asset Value 18% 23%

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.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

19ICG Enterprise Trust Plc Annual Report and Accounts 2022

Consumer goods and services

Business services

TMT

Healthcare

Education

Industrials

Leisure

23%

22%

13%

High Conviction Investments

Third Party Funds

92%

30 largest underlying companies

Our Top 30 companies

by value make up 39.0%

of the Portfolio

Our Portfolio

combines investments

managed by ICG and those managed by

third parties, in both cases directly and

through funds. High Conviction Investments

represented 49% of the Portfolio value

(31 January 2021: 51%) and we anticipate

these investments will represent 50%–

60% of the Portfolio in the medium term.

Our High Conviction Investments, which

include 27 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 23.9% p.a.

1 This is an APM as defined in the Glossary

on page 96.

2 By portfolio company value.

Top 30 sector exposure

(%) Top 30 by investment type

(%)

£303.7m

Total New Investment

£342.9m

Total Proceeds

20 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Companies entering the Top 30

Companies leaving the Top 30

Name Value as % of Portfolio Investment type Sector Manager

Ambassador Theatre Group 0.8% High Conviction Investment Consumer goods & services ICG

AMEOS Group 0.6% High Conviction Investment Healthcare ICG

Brooks Automation 0.7% High Conviction Investment Information technology Thomas H. Lee

Class Valuation 0.7% High Conviction Investment Financials Gridiron Capital

Davies Group 0.8% High Conviction Investment Information technology BC Partners

DigiCert 1.3% High Conviction Investment Information technology ICG

European Camping Group 0.7% High Conviction Investment Consumer goods & services PAI

Ivanti 1.1% High Conviction Investment Information technology Charlesbank/ICG

MoMo Online Mobile Services 0.7% High Conviction Investment Information technology ICG

Olaplex 0.6% Primary Fund Healthcare Advent

Planet Payment 0.9% High Conviction Investment Technology, media & telecom Eurazeo/Advent

Precisely 0.9% High Conviction Investment Information technology ICG

WCT 0.6% High Conviction Investment Healthcare The Jordan Company

Name Reason Investment type Sector Manager

Allegro Partial realisation Third Party Fund Consumer goods & services Cinven/Permira

Berlin Packaging Partial realisation High Conviction Investment Business services Oak Hill Capital Partners

Cognito Realisation High Conviction Investment Technology, media & telecom Graphite Capital

Compass Community Valuation Third Party Fund Healthcare Graphite Capital

Dr. Martens Partial realisation Third Party Fund Consumer goods & services Permira

EG Group Valuation Third Party Fund Consumer goods & services TDR Capital

IRIS Valuation High Conviction Investment Technology, media & telecom ICG

Springer Nature Partial realisation High Conviction Investment Consumer goods & services BC Partners

Supporting Education Group Partial realisation High Conviction Investment Education ICG

System One Realisation High Conviction Investment Business services Thomas H. Lee

Telos Realisation High Conviction Investment Technology, media & telecom Direct

UPOL Realisation High Conviction Investment Consumer goods & services Graphite Capital

YSC Consulting Valuation Third Party Fund Business services Graphite Capital

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

21ICG Enterprise Trust Plc Annual Report and Accounts 2022

30 largest underlying companies continued

1.PETSMART/CHEWY

Value as % of Portfolio 4.6%

Manager BC Partners

Invested 2015

Country USA

Sector Consumer goods & services

2.MINIMAX

Value as % of Portfolio 2.7%

Manager ICG

Invested 2018

Country Germany

Sector Technology, media & telecom

3.IRI

Value as % of Portfolio 2.7%

Manager New Mountain Capital

Invested 2018

Country USA

Sector Technology, media & telecom

4.YUDO

Value as % of Portfolio 2.2%

Manager ICG

Invested 2017

Country South Korea

Sector Industrials

9.VISMA

Value as % of Portfolio 1.4%

Manager Hg Capital/ICG

Invested 2017/2020

Country Norway

Sector Technology, media & telecom

10.DAVIDLLOYDLEISURE

Value as % of Portfolio 1.3%

Manager TDR Capital

Invested 2013/2020

Country UK

Sector Leisure

11.DOMUSVI

Value as % of Portfolio 1.3%

Manager ICG

Invested 2021

Country France

Sector Healthcare

12.DIGICERT

Value as % of Portfolio 1.3%

Manager ICG

Invested 2021

Country USA

Sector Information technology

17.PRECISELY

Value as % of Portfolio 0.9%

Manager ICG

Invested 2021

Country USA

Sector Information technology

18.PLANETPAYMENT

Value as % of Portfolio 0.9%

Manager Eurazeo/Advent

Invested 2021

Country Ireland

Sector Technology, media & telecom

19.AMBASSADOR

THEATREGROUP

Value as % of Portfolio 0.8%

Manager ICG

Invested 2021

Country UK

Sector Consumer goods & services

20.DAVIESGROUP

Value as % of Portfolio 0.8%

Manager BC Partners

Invested 2021

Country UK

Sector Information technology

25.EUROPEAN

CAMPINGGROUP

Value as % of Portfolio 0.7%

Manager PAI

Invested 2021

Country France

Sector Consumer goods & services

26.BROOKSAUTOMATION

Value as % of Portfolio 0.7%

Manager Thomas H. Lee

Invested 2022

Country USA

Sector Information technology

27.OL APLEX

Value as % of Portfolio 0.6%

Manager Advent

Invested 2020

Country USA

Sector Healthcare

28.AMEOSGROUP

Value as % of Portfolio 0.6%

Manager ICG

Invested 2021

Country Switzerland

Sector Healthcare

Retailer of pet products and services. Supplier of fire protection systems

and services.

Operator of theatres and

ticketing platforms.

Provider of mission-critical data and

predictive analytics to consumer

goods manufacturers.

Designer and manufacturer of hot

runner systems.

Provider of business management

software and outsourcing services.

Operator of premium health clubs. Operator of retirement homes. Provider of enterprise internet

security solutions.

Provider of enterprise software. Provider of integrated payments services

focused on hospitality and luxury retail.

Provider of business process outsourcing

services to the insurance sector.

Operator of premium campsites and

holiday parks.

Provider of semiconductor

manufacturing solutions.

Provider of hair care products. Operator of private hospitals.

22 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Primary Funds

Secondary

Investments

Direct Investments

INVESTMENTTYPE

High Conviction Investments Third Party Funds

5.LEAFHOMESOLUTIONS

Value as % of Portfolio 2.0%

Manager Gridiron Capital

Invested 2016

Country USA

Sector Consumer goods & services

6.DOCGENERICI

Value as % of Portfolio 1.7%

Manager ICG

Invested 2019

Country Italy

Sector Healthcare

7.ENDEAVORSCHOOLS

Value as % of Portfolio 1.7%

Manager Leeds Equity

Invested 2018

Country USA

Sector Education

8.FRONERI

Value as % of Portfolio 1.6%

Manager PAI

Invested 2019

Country UK

Sector Consumer goods & services

13.AMLRIGHTSOURCE

Value as % of Portfolio 1.2%

Manager Gridiron Capital

Invested 2020

Country USA

Sector Business services

14.IVANTI

Value as % of Portfolio 1.1%

Manager Charlesbank/ICG

Invested 2021

Country USA

Sector Information technology

15.PSBACADEMY

Value as % of Portfolio 1.1%

Manager ICG

Invested 2018

Country Singapore

Sector Education

16.CURIUMPHARMA

Value as % of Portfolio 1.0%

Manager ICG

Invested 2020

Country UK

Sector Healthcare

21.CLASSVALUATION

Value as % of Portfolio 0.7%

Manager Gridiron Capital

Invested 2021

Country USA

Sector Financials

22.REGED

Value as % of Portfolio 0.7%

Manager Gryphon

Invested 2018

Country USA

Sector Technology, media & telecom

23.CRUCIALLEARNING

Value as % of Portfolio 0.7%

Manager Leeds Equity

Invested 2019

Country USA

Sector Education

24.MOMOONLINE

MOBILESERVICES

Value as % of Portfolio 0.7%

Manager ICG

Invested 2019

Country Vietnam

Sector Information technology

29.NGAGE

Value as % of Portfolio 0.6%

Manager Graphite Capital

Invested 2014

Country UK

Sector Consumer goods & services

30.WCT

Value as % of Portfolio 0.6%

Manager The Jordan Company

Invested 2021

Country USA

Sector Healthcare

Provider of home maintenance services. Manufacturer of generic

pharmaceutical products.

Provider of private schooling. Manufacturer and distributor

of ice cream products.

Provider of compliance and regulatory

services and solutions.

Provider of IT management solutions. Provider of private tertiary education. Supplier of nuclear medicine

diagnostic pharmaceuticals.

Provider of residential mortgage

appraisal management services.

Provider of SaaS-based governance,

risk and compliance enterprise

software solutions.

Provider of corporate training courses

focused on communication skills and

leadership development.

Operator of remittance and payment

services via mobile e-wallet.

Provider of recruitment services. Provider of clinical research

outsourcing services.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

23ICG Enterprise Trust Plc Annual Report and Accounts 2022

Investing responsibly

Responsible investing is

integrated into our strategy

The long-term success

of ICG Enterprise Trust

requires effective

management of both financial

and non-financial measures.

Environmental, social and

governance (‘ESG’) issues can be

an important driver of investment

value, as well as a source of risk.

ICG has had a long-standing commitment

to responsible investing, and operates

a well-defined, firm-wide Responsible

Investing Policy and ESG framework.

Within ICG Enterprise Trust, we take a

tailored ESG approach across all stages

of our investment process. Our focus is

on partnering with managers who share a

similar approach to responsible investing.

PREINVESTMENT

We have a well-established ESG screening

and diligence process for all new fund

investments and direct investments. During

the past year, we have increased our focus

on climate-related risks and opportunities

in line with our climate commitments and

risk assessment processes.

We incorporate ESG

considerations throughout

our investment process

to generate long-term,

sustainable returns.

Our responsible investment strategy

is defined by three key priorities:

Better

identify

ESG risks

Incorporate ESG

factors into investment

decision making

Partner with managers who

share a similar approach to

responsible investing

We have a greater ability to assess ESG

considerations in our High Conviction

Investments given we have clearer visibility

of the underlying companies when making

an investment decision. We operate an

Exclusion List to ensure we do not make

direct investments in companies considered

incompatible with our corporate values.

Thereafter our ESG diligence is tailored based

on the nature of the company. We consider

risks associated with its sector and geography,

along with environmental (including climate

change), social, corporate governance and

ethical concerns.

For Third Party Funds, given we do not

directly influence a manager’s portfolio

construction, we seek to partner with

managers who share a similar approach to

responsible investing. We use our focused

ESG Questionnaire to help us to assess the

manager’s ESG approach and capabilities.

In 2021, we added new indicators to

understand the manager’s preparedness

for upcoming ESG-related regulatory and

reporting changes.

The results of our ESG diligence are formally

presented to our Investment Committee

and used to underpin the investment case.

Go online to read more

ICG’s Responsible Investing Policy

is available @ www.icgam.com

24 ICG Enterprise Trust Plc Annual Report and Accounts 2022

DEAL

SCREENING

PREINVESTMENT PORTFOLIO

MONITORING

EXAMPLECONSIDERATIONSINOUR

ESGQUESTIONNAIRE:

• Is the manager a PRI signatory, or has

it adopted any other ESG standards

or frameworks?

• How does the manager monitor

ESG performance across its

portfolio companies?

• Are climate change considerations

integrated into its investment policy?

• What classification will the fund

take per the Sustainable Finance

Disclosure Regulation, and what

reporting will be provided to LPs?

POSTINVESTMENT

ESG performance is embedded in our

monitoring process for both funds and

Direct Investments. During the past year,

we have enhanced our monitoring of

ESG-related metrics across the Portfolio,

for example managers’ commitments to

international standards and monitoring

of climate-related risks.

We have strong relationships with managers

across our Portfolio and maintain active

engagement to identify and mitigate any

potential ESG risks. We also use tools such

as RepRisk to monitor ESG incidents across

underlying portfolio companies.

The ICG Enterprise Trust investment team

receives formal training on ESG and is provided

with the skills and tools necessary to identify

and investigate ESG issues throughout the

investment process.

Looking forward, we think ESG will remain

at the forefront of investors’ priorities. ICG

Enterprise Trust will continue to focus on

investing in line with our corporate values and

partnering with managers who share a similar

approach to ESG.

• Exclusion List

• ESG Screening Checklist

(including climate risk assessment)

• RepRisk screening

100%

Operate an ESG Policy

100%

Have an ESG monitoring

process in place

89%

Are signatories of the UN’s Principles

for Responsible Investment

• Third Party Funds ESG Questionnaire

• Discussions with manager

• Diligence findings included

in all investment proposals

• ESG performance embedded

in monitoring process

• Regular dialogue with managers

• Manager’s ESG reporting

• Training for investment team

Across all managers we made commitments to in FY22

ESG diligence: investment process

We think the best opportunity to understand an investment’s ESG risks and opportunities is during the pre-investment phase.

Here are two recent examples of how ESG considerations have been integrated into our diligence process, and the ultimate

impact on our investment decision.

Opportunity to co-invest in a manufacturer of bottle closures

for the beverage industry

Investment thesis: strong market position with high barriers to entry,

a diverse customer base and a track record of M&A.

Key ESG considerations: exposure to plastic packaging industry

and associated environmental impacts as well as risk of regulatory changes

relating to the sustainability of plastic packaging.

Investment decision: the opportunity was declined.

Opportunity to co-invest in Brooks Automation, a provider of

manufacturing automation solutions to the semiconductor market

Investment thesis: leading position in a growing market, mission critical

offering and long-standing customer relationships.

Key ESG considerations: potential social and labour risks associated with

its global supply chain. Third-party ESG diligence found that the company

evaluates all suppliers prior to engagement, its service agreements include

social and environmental standards, and suppliers are further bound by

a number of regulatory standards.

Investment decision: the investment was approved.

Our approach to ESG integration

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

25ICG Enterprise Trust Plc Annual Report and Accounts 2022

People and culture

A dedicated, experienced

investment team

The Manager is committed to colleague

engagement, well-being and the highest

levels of personal development.

Developing future leaders

TRAININGANDSUPPORT

The Manager considers that training

and development are essential to attract

and retain people of the highest calibre

and invests significantly in this area.

EFFECTIVECAREERCOACHING

Through its performance management

system and by actively encouraging managers

to deliver effective career coaching and

provide tailored training opportunities, the

Manager is able to develop and enhance core

skills, increase technical competency, and

develop and nurture talent.

Diversity and inclusion

CREATINGTHERIGHTENVIRONMENT

The Manager’s vision is to provide an

inclusive and respectful environment in

which each individual is motivated to make

their fullest contribution; in which they feel

fairly recognised, rewarded and included

regardless of age, gender, race, sexual

orientation, disability, religion or beliefs.

DIVERSITYANDINCLUSIONSTRATEGY

The Manager has developed a diversity and

inclusion strategy with the aim of increasing

diversity and creating an inclusive workplace.

50%

Of the investment

team are female

100+

Years of combined

industry experience

26 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Performance

for our clients

Entrepreneurialism

and innovation

Ambition

and focus

Working

collaboratively and

acting with integrity

Taking responsibility

and managing risk

OUR MANAGER’S

CULTURE AND

VALUES

Individuals make up

the investment team

Individuals make up

the ICG oversight

and support team

Culture and values

The Manager’s culture centres around long-term

relationships with a wide range of stakeholders;

sustainable investment excellence; and a world-

class team demonstrating integrity, diversity

and collaboration.

Oversight by ICG Enterprise Trust

The Board of ICG Enterprise Trust ensures that

it reviews the Manager’s culture as expressed

on these pages. This is monitored through our

regular interaction and discussions with the

Manager and the Management Engagement

Committee also undertakes a formal review.

www.icgam.com

Our Manager is a global alternative asset manager,

providing the capital to help businesses grow.

38 How we manage risk

46 Board of Directors

24 Investing responsibly

34 Stakeholder engagement

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

27ICG Enterprise Trust Plc Annual Report and Accounts 2022

People and culture continued

28 ICG Enterprise Trust Plc Annual Report and Accounts 2022

2.COLMWALSH

Managing Director

17 years

Private equity experience

Background

Colm joined the team in 2010.

He focuses on primary funds,

direct investments and secondary

transactions and over the last five

years has been responsible for

building up the US investment

programme. He previously worked

at Terra Firma in its finance and

structuring team and at Deloitte where

his clients included a number of private

equity firms. Colm is a graduate of

Economics from the London School

of Economics. He is both a Chartered

Accountant and a CFA Charterholder.

Colm volunteers for Level20,

mentoring a group of five UK-based

female professionals starting their

careers in private equity.

Investment Committee role

Colm brings experience of both fund

and direct investments in Europe and

the US to the Investment Committee.

He has a broad range of relationships

with both managers and investors in

private equity which help provide

insights on new opportunities.

1.OLIVERGARDEY

Head of Private Equity

Fund Investments

25+ years

Private equity experience

Background

Oliver joined the team in 2019. He has

over 25 years’ experience in the private

equity industry. For the previous

decade he was a partner at Pomona

Capital where he was a member of the

global investment committee. Prior to

this, he was partner and an investment

committee member at Adams Street,

Rothschild/Five Arrows Capital and

J.H. Whitney & Co. respectively.

Oliver was previously CEO of Inflight

Service Corp., a global leading aircraft

galley equipment manufacturer, and

instrumental in the buyout, the

operational turnaround and the

successful exit of the business. Oliver

graduated magna cum laude from

Brown University and received his

MBA from Harvard Business School.

Investment Committee role

Oliver has overall responsibility for the

execution of the Company’s investment

strategy. He has extensive experience

across the private equity market, as a

direct, secondary and fund investor.

The investment team

The Portfolio is managed by a dedicated investment

team within ICG, who have a strong combination

of direct and fund investment experience.

ROLEOFINVESTMENT

COMMITTEE

The Investment Committee is

responsible for the approval

of all new investments and

the overall management of

the Portfolio, including any

secondary sales.

The Committee includes

senior members of the

investment team and

senior leadership from

ICG, ensuring a broad

perspective on the private

equity landscape and

relative value and risk.

Member of the Investment Committee

4.KELLYTYNE

Vice President

8 years

Private equity experience

Background

Kelly joined the team in 2014 and has

worked on a wide range of primary

funds, secondaries and direct

investments in Europe and the US.

Prior to this, Kelly was an equity and

fixed income research analyst at

First NZ Capital (Credit Suisse,

New Zealand) and spent three

years in the consulting team at

PricewaterhouseCoopers.

Kelly is a graduate in Finance and

Accounting from Otago University.

3.LIZALEEMARCHAL

Principal

16 years

Private equity experience

Background

Liza joined the team in 2019.

She was previously with GIC Private

Equity for 11 years, first in the

London office and most recently

in the Singapore office. During her

time at GIC, Liza worked in both the

Direct and Fund Investments teams.

Prior to this, she worked in the private

equity division of Henderson Global

Investors and started her career

in the corporate finance group at

PricewaterhouseCoopers. Liza holds

a degree in Biochemistry from Oxford

University and an MBA from INSEAD.

5.LILIJONES

Vice President

7 years

Private equity experience

Background

Lili joined the team in 2019 from Ares

Management where she worked in

the Direct Lending Investment team

on a range of private equity-backed

transactions. Prior to this, she spent

five years in the Corporate Finance

Debt Advisory and Restructuring

businesses at Deloitte. Lili is a

Chartered Accountant and a graduate

from Warwick University with a degree

in MORSE (Maths, Operational

Research, Statistics and Economics).

6.CRAIGGRANT

Associate

5 years

Private equity experience

Background

Craig joined the team in 2017

and focuses on evaluating new

investment opportunities. He has

worked on a wide range of primary,

secondary and co-investment

opportunities across Europe and

North America. Craig is a graduate

of University College Dublin and

holds an MSc in Finance from Trinity

College Dublin.

20+

Years average private equity

experience for Investment

Committee members

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

29ICG Enterprise Trust Plc Annual Report and Accounts 2022

People and culture continued

ANDREWHAWKINS

Head of Private Equity Solutions,

ICG plc

Background

Andrew is Head of ICG’s US business as

well as Head of Private Equity Solutions,

the division of ICG which includes both

Strategic Equity and ICG Enterprise

Trust Plc. Andrew is based in New York

and also sits on the investment

committee for ICG Strategic Equity.

He was formerly Partner and Managing

Partner at Palamon Capital Partners and

Vision Capital Partners respectively.

Most recently Andrew was CEO of

NewGlobe Capital Partners, a business

he founded in 2012. He has an LLB in

Law from Bristol University and is a

Chartered Accountant.

ANDREWLEWIS

General Counsel and Company Secretary,

ICG plc

Background

Andrew joined ICG in 2013 and is responsible for

ICG’s Legal, Company Secretarial and Compliance

functions. Prior to this, he spent 11 years in legal

practice with Slaughter and May and Ashurst LLP,

specialising in public and private M&A, company

law and corporate governance. He is qualified

as a Solicitor in England and Wales and is a

graduate of Oxford University.

BENOÎTDURTESTE

Chief Investment Officer and

Chief Executive Officer, ICG plc

Background

Benoît is Chief Investment Officer

and Chief Executive Officer of ICG.

He is also a member of the Board

of ICG plc and the Chair of the

BVCA Alternative Lending Working

Group. Benoît joined ICG in 2002

from Swiss Re where he was a

Managing Director in the Structured

Finance division in London. Prior

to Swiss Re, Benoît worked in the

Leveraged Finance division of BNP

Paribas and in GE Capital’s telecom

and media private equity team in

London. Benoît is a graduate

of the Ecole Superieure de

Commerce de Paris.

ICG plc oversight and support

Broad-based oversight and support

across all operational functions.

CHRISHUNT

Head of Shareholder Relations,

ICG plc

Background

Chris joined ICG in 2020 as a Managing Director

and Head of Investor Relations. Prior to joining

ICG, Chris spent 13 years as an investment banker

with Deutsche Bank and latterly with Goldman

Sachs. During this time he covered a variety of

public and private companies, including a number

of private equity firms, and advised across M&A,

debt and equity capital markets. Chris is a

graduate of the University of Cambridge.

30 ICG Enterprise Trust Plc Annual Report and Accounts 2022

VIKASKARLEKAR

ICG Enterprise Trust Chief Finance

Officer and Head of Group Finance,

ICG plc

Background

Vikas joined ICG in April 2020 as

Group Head of Finance. Prior to joining

ICG, Vikas spent 10 years at Barclays

where he held a number of pan-finance

leadership roles, and 13 years at UBS

Investment Bank holding senior

positions in the Product Control

Finance department, both in the UK

and the USA. Vikas graduated from the

London School of Economics with a

degree in Management Science, and

is a Chartered Accountant.

JULIANWARE

ICG Enterprise Trust Head of Finance,

ICG plc

Background

Julian joined ICG in May 2021 as an

Associate Director of Accounting

Policy before assuming the role of

ICG Enterprise Trust Head of Finance

in November 2021. Prior to joining

ICG, Julian spent 12 years as a Financial

Controller at American Express,

latterly spending six years as Director,

Mergers & Acquisitions Controller.

During this time he covered a variety

of M&A transactions including

strategic acquisitions and investments,

divestitures and joint ventures.

Julian is a Chartered Accountant.

JESSICAMILLIGAN

Accounting Policy and Reporting

Strategy Director, ICG plc

Background

Jessica joined ICG in 2006 and has

undertaken a number of roles within

the corporate group, most recently

as Group Head of Internal Audit prior

to joining the Group Finance Team in

2021 as Head of Accounting Policy

and Reporting Strategy. Prior to

joining ICG, she spent five years with

Andersen and Deloitte. Jessica is a

graduate of Cambridge University

and is a Chartered Accountant.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

31ICG Enterprise Trust Plc Annual Report and Accounts 2022

1 YEAR 24.4%

19.2% P.A.

16.4% P.A.

3 YEARS

5 YEARS

1 YEAR 29.4%

23.5% P.A.

20.4% P.A.

3 YEARS

5 YEARS

Key performance indicators

Focus on generating long-term

growth for shareholders

NAVPERSHARETOTALRETURNPORTFOLIORETURNONALOCALCURRENCYBASIS

24.4%29.4%

RATIONALE

NAV per Share Total Return is shown net of all costs associated with

running the Company and includes the impact of any movement in

foreign exchange on valuations. As it includes all of the components

of the Company’s performance it reflects the attributable value

of a shareholder’s investment in ICG Enterprise Trust Plc.

Rationale

RISKMANAGEMENT

The execution of the Company’s investment strategy is subject to risk

and uncertainty. The Board and Manager have a comprehensive risk

assessment process, regularly re-evaluating the impact and probability

of each risk materialising and the financial or strategic impact of the risk.

PROGRESS IN THE YEAR

The Company has continued to build on its strong performance, reporting

NAV per Share Total Return of 24.4% in the 12 months to 31 January 2022

(31 January 2021: 22.5%). The FTSE All-Share Total Return was 18.9% over

the same period (31 January 2021: -7.5%).

EXAMPLES OF RELATED FACTORS THAT WE MONITOR

• Performance relative to the wider public markets and in particular

the FTSE All-Share Total Return

• Performance relative to listed private equity peer group

• Portfolio performance

• Valuations provided by underlying managers

• Impact of foreign exchange on valuations

• Effect of financing (cash drag) on performance

• Accretive impact of any share buybacks

• Ongoing charges incurred, including management fees and expenses

LINK TO STRATEGIC OBJECTIVE

• Maximising long-term capital growth through a flexible mandate

and highly selective approach

RATIONALE

Portfolio Return on a Local Currency Basis measures the total movement

in the underlying investment Portfolio valuation, without the influence

of foreign exchange movements or the Co-investment Incentive Scheme

Accrual. It is a measure of the performance of the underlying managers

and the investment team’s selective investment approach and management

of the Portfolio.

PROGRESS IN THE YEAR

The Portfolio generated a local currency return of 29.4% in the 12 months

to 31 January 2022 (31 January 2021: 24.9%). A reconciliation of the

performance can be found in the Glossary on page 96.

EXAMPLES OF RELATED FACTORS THAT WE MONITOR

• Monitoring of the Portfolio performance and watchlist

• Valuations provided by underlying managers

• Performance of High Conviction Investments and Third Party Funds

• Detailed analysis of the Top 30 companies’ performance, EBITDA

and revenue growth, leverage, valuation multiples, performance

against investment thesis and exit prospects

• Overall EBITDA and revenue growth, leverage and valuation multiples of

the Portfolio as reported by the underlying managers

LINK TO STRATEGIC OBJECTIVE

• Maximising long-term capital growth through a flexible mandate

and highly selective approach

RISKAPPETITE

The Board acknowledges and recognises that in the normal course of business

the Company is exposed to risk and that it is willing to accept a certain level of

risk in managing the business to achieve its targeted returns.

32 ICG Enterprise Trust Plc Annual Report and Accounts 2022

1 YEAR

27.1%

16.3% P.A.

14.3% P.A.

3 YEARS

5 YEARS

2022 27p

24p

23p

2021

2020

The Company regularly reviews its KPIs to ensure that they are the

most effective metrics for measuring the Company’s performance

and monitoring progress in delivering against its strategic objectives.

TOTALSHAREHOLDERRETURN TOTALDIVIDENDPERORDINARYSHARE

27.1% 27p

RATIONALE

Measures performance in the delivery of shareholder value, after taking

into account share price movements (capital growth) and any dividends

paid in the period. The Share Price Total Return will differ from NAV

per Share Total Return depending on the movement in the share price

discount to NAV per share.

RATIONALE

The Board recognises a reliable source of income is important for

shareholders, and in the absence of unforeseen circumstances the

Board intends to grow the annual dividend progressively.

PROGRESS IN THE YEAR

The Company’s share price increased to 1,200p, which together with dividends

of 26.0p paid in the year generated a total shareholder return of 27.1% in the

12 months to 31 January 2022 (31 January 2021: 2.8%). The FTSE All-Share

Total Return was 18.9% over the same period (31 January 2021: -7.5%).

PROGRESS IN THE YEAR

The directors are proposing a final dividend of 9p, which, together with

the interim dividends of 18p, will take total dividends for the year to 27p.

This is a 12.5% increase on the prior year dividend of 24p and a 2.3% yield

on the year-end share price of 1,200p.

EXAMPLES OF RELATED FACTORS THAT WE MONITOR

• Performance relative to the wider public markets and in particular

the FTSE All-Share Total Return

• Performance relative to listed private equity peer group

• Level of discount in absolute terms and relative to the wider listed

private equity peer group

• Trading liquidity and demand for Company’s shares in conjunction

with marketing activity

EXAMPLES OF RELATED FACTORS THAT WE MONITOR

• Distributable reserves

• Cash balances

• Proceeds received during the year

• Investment pipeline and available financing

• Forecast dividend cover

LINK TO STRATEGIC OBJECTIVE

• Maximising shareholder returns through long-term capital growth

• Progressive annual dividend policy

LINK TO STRATEGIC OBJECTIVE

• The Board recognises that a reliable source of growing dividends

is an important part of total shareholder return over both the short

and longer terms

As part of its risk management framework, the Board considers its risk appetite

in relation to each of the identified principal risks and monitors this on an ongoing

basis. Where a risk is approaching or is outside the tolerance set, the Board will

consider the appropriateness of actions being taken to manage the risk.

38 How we manage risk

40 Principal risks and uncertainties

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

33ICG Enterprise Trust Plc Annual Report and Accounts 2022

Stakeholder engagement

Under Section 172 of the Companies Act

2006, directors are required to act in good

faith and in a way most likely to promote

the success of the Company.

In doing so, the directors must also have regard to the long-term

consequences of their decisions, the interests of the Company’s

various stakeholders, the impact of the Company’s activities on the

community and the environment, and maintaining a reputation for

high standards of business conduct and fair treatment between

members of the Company.

Directors’ duties

The Company and the Board

are always mindful of their

stakeholders as well as their

broader responsibilities to

their community and the

environment when making

key strategic decisions.

JANETUFNELL

Chair

34 ICG Enterprise Trust Plc Annual Report and Accounts 2022

Incorporation into key decisions during the year

Our key stakeholder groups

OUR

SHAREHOLDERS

OURLENDERSOURINVESTMENT

MANAGER

OTHERSERVICE

PROVIDERS

OURINVESTEE

ENTITIES

Investment strategy: expanding the Secondaries programme

PRIMARYSTAKEHOLDERIMPACTED HOWTHEBOARD’SDECISIONMAKING

INCORPORATEDSTAKEHOLDERCONSIDERATIONS

The Board reviewed the investment landscape and felt

that an expanded Secondaries programme targeting 15–25%

of the Portfolio would be beneficial to ICG Enterprise Trust’s

shareholders given both the financial characteristics of these

transactions and the Manager’s team that would execute them.

In assessing this proposal, the Board considered issues such

as the return profile of the Company, liquidity and the Manager’s

ability to successfully source and execute these transactions.

For more information on our investment strategy:

2 At a glance

OUTCOMES

During the year, the Company committed

to three funds that focus on secondary

transactions, all alongside its Manager.

On 31 January 2022, 17.9% of the Company’s

Portfolio was in Secondaries transactions.

OTHERSTAKEHOLDERSIMPACTED

Shareholder returns: buying back 250,000 shares

PRIMARYSTAKEHOLDERIMPACTED HOWTHEBOARD’SDECISIONMAKING

INCORPORATEDSTAKEHOLDERCONSIDERATIONS

In the Board’s view, the discount compared to peers was

inconsistent with ICG Enterprise Trust’s performance. Having

identified reasons for this anomaly, the Board considered it

was in shareholders’ best interests to undertake this buyback.

In reaching this decision, the Board consulted with the Manager

and external advisers to understand the market dynamics of the

Company’s shares at the time.

For more information on shareholder returns of an ICG Enterprise

Trust share:

32 Key performance indicators

OUTCOMES

On 27 July 2021, the Company bought

back 250,000 of its own shares at a price

of 1,070p per share.

OTHERSTAKEHOLDERSIMPACTED

Not applicable.

Governance: establishing a Management Engagement Committee

PRIMARYSTAKEHOLDERIMPACTED HOWTHEBOARD’SDECISIONMAKING

INCORPORATEDSTAKEHOLDERCONSIDERATIONS

The Board deems appropriate governance and oversight

of the Manager and service providers as a fundamental part

of its responsibilities.

The Board felt that it would be appropriate to form a Management

Engagement Committee whose remit is to review, on an annual basis,

all contracted service providers for the Trust, whether contracted

directly by the Company or via the Manager.

For more information on governance:

48 Corporate governance report

OUTCOMES

The Board instituted a Management Engagement

Committee, chaired by David Warnock.

The Committee will review all service providers

on both qualitative and quantitative metrics.

The Committee held its inaugural meeting

on 26 April 2021 and a further meeting in

September 2021. It has agreed to meet

at least annually thereafter.

OTHERSTAKEHOLDERSIMPACTED

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

35ICG Enterprise Trust Plc Annual Report and Accounts 2022

Stakeholder engagement continued

How we engage

Our

shareholders

Shareholders are enshrined in our purpose as

key to the Company’s existence. They benefit

from the economic returns of the Company,

the form of those returns (capital and income),

and the volatility of those returns.

Our investment manager provides a range of

services to the Company, including investing

the shareholders’ capital. It also provides the

Company with access to ICG investment

products, network and broader expertise.

Our service providers ensure, amongst other things,

smooth running of the Company’s operations and

compliance with legal and ethical obligations.

The Company’s capital is helping our portfolio

companies to grow.

The Board determines that a liquidity facility is

appropriate for ICG Enterprise Trust, and as such

our lenders are important stakeholders in ensuring

we can achieve optimum terms for such a facility.

Our investment

manager

Our investee

entities

Our lenders

Other service

providers

WHYTHEYAREASTAKEHOLDER

36 ICG Enterprise Trust Plc Annual Report and Accounts 2022

HOWWEENGAGE ACTIVITYINTHEYEAR LOOKINGAHEAD

We engage with our shareholders through a

variety of channels, including our website, our

disclosures to the market and the publication of

quarterly factsheets and a full Annual Report.

We also conduct general meetings, roadshows and

update meetings with key shareholders and potential

shareholders to ensure that our investment strategy

and developments are clearly understood.

In addition to the Annual Report, we ran a structured

programme of presentations to existing and potential

institutional shareholders after the publication of the

annual, interim and quarterly results.

We also held regular discussions with sell-side

analysts and presented at industry conferences.

We increased our focus on retail investors, including

enhancing our digital marketing and presenting at

conferences that were open to retail investors.

Enhanced clarity and quality of shareholder

communication in recent periods has, in the Board’s

view, been beneficial to the market’s perception of

ICG Enterprise Trust and we will continue to refine

our messaging and our channels to market.

In particular, retail investors are likely to be

increasingly important to the listed private equity

market, including as shareholders to ICG Enterprise

Trust. We will therefore continue to focus on

ensuring we communicate openly and clearly

to this market.

The Company exercises oversight of its Manager,

through a series of formal and informal meetings

throughout the year. The Board of the Company

seeks to build relationships at a number of levels

within ICG; as well as our key relationship with the

investment team, we regularly engage with the

Finance, Shareholder Relations and Legal and

Compliance functions of ICG.

Employees of the Manager have attended, and

reported to, all of our Board and Audit Committee

meetings; between meetings, there have been

regular calls, planning meetings and ad hoc

engagements on ongoing matters.

Our investment manager is regularly launching

new investment strategies and in the coming

years the Board will carefully assess which

of these opportunities may be appropriate for

ICG Enterprise Trust to invest in.

The Manager engages with the General Partners

of our investee funds; the Board provides oversight

and strategic direction for that engagement. The

Manager has an ongoing dialogue with a wide range

of existing and potential investees to ensure that

relationships are maintained and new investment

opportunities can be generated.

Topics of regular discussion include investment

performance, the pipeline of new opportunities and

ESG factors. Where the relationship is closer – for

example due to a long-term investment history or a

direct co-investment alongside that General Partner

– the discussions are more detailed and frequent.

Employees of the Manager have engaged on a

continual basis with the General Partners of funds

we are invested in or are looking to invest in, and

reported back to the Board on material developments.

These interactions have been through both formal

sessions (e.g. investor days) and informal discussions.

The Manager, along with others in the investor

community, requests our General Partners (‘GPs’)

to continually drive and improve standards at investee

entity level. This is often through direct board

representation of GPs at entity level, and through

other routes such as the setting of KPIs (including

metrics linked to ESG factors) and regular reporting

from the investee entity.

Dispersion of performance amongst GPs continues

to be high, and we seek to ensure we invest

shareholders’ capital in the right opportunities.

The Manager will continue to engage with GPs to

ensure that they work closely and collaboratively

with investee entities, and that target setting and

reporting (including on ESG matters) is clear,

regular and transparent.

The Manager’s treasury team is the primary point of

contact for our lenders on a day-to-day basis. The

Manager, with direction from the Board, maintains

regular dialogue with our core relationship banks

to ensure they are kept informed of the Company’s

performance and banking needs.

The Manager interacted with our lenders as

appropriate, updating them on the performance

of the Company. The Manager notified the lenders

of their intention to exercise the option to extend

the facility by one year to February 2026.

The Company’s revolving credit facility comes up

for renewal in February 2026 and in due course

the Board and the Manager will review options

for renewing or extending that facility.

Our other key service providers, such as the

Company’s auditors, fund administration providers

(the ‘Administrator’), the Depositary and the

Registrar, are managed on a day-to-day basis by

ICG on the Company’s behalf, with escalation to and

oversight by the Board of the Company as needed.

The Chairs of the Board and the Audit Committee

also attend relationship meetings on occasion.

ICG has conducted regular engagement meetings with

the Administrator, Depositary and Registrar, while the

Board has maintained a regular assessment of these

arrangements including relationship meetings with

those providers. Both ICG and the Chair of the Audit

Committee have engaged regularly with Ernst & Young

LLP to plan for the interim review and year end audit.

To enhance the Board’s oversight of the Manager

and service providers, the Board established a

Management Engagement Committee to formally

review all relationships on an annual basis.

As the Company continues to grow, regulation

increases and demands from all stakeholders

intensify, the Board is mindful of the need to ensure

service providers continue to offer high-quality

service at an appropriate price point.

STRATEGICREPORT

GOVERNANCE

FINANCIALSTATEMENTS

OTHERINFORMATION

37ICG Enterprise Trust Plc Annual Report and Accounts 2022

How we manage risk

The execution of the Company’s investment strategy is subject

to a variety of risks and uncertainties, and the Board and Manager

have identified several principal risks to the Company’s business.

As part of this process, the Board has put in place an ongoing

process to identify, assess and monitor the principal and emerging

risks facing the Company, including those that would threaten its

business model, future performance, solvency or liquidity.

Identifying and evaluating the

strategic, financial and operational

impact of our key risks

PRINCIPALRISKSANDUNCERTAINTIES

The Company considers its principal risks

(as well as several underlying risks comprising

each principal risk) in four categories:

Investment risks: the risk to performance

resulting from ineffective or inappropriate

investment selection, execution or monitoring.

External risks: the risk of failing to deliver

the Company’s investment objective and

strategic goals due to external factors

beyond the Company’s control.

Operational risks: the risk of loss resulting

from inadequate or failed internal processes,

people or systems and external event,

including regulatory risk.

Financial risks: the risks of adverse impact

on the Company due to having insufficient

resources to meet its obligations or

counterparty failure and the impact any

material movement in foreign exchange

rates may have on underlying valuations.

A comprehensive risk assessment process

is undertaken regularly to re-evaluate

the impact and probability of each risk

materialising and the strategic, financial

and operational impact of the risk. Where

the residual risk is determined to be outside

of appetite, appropriate action is taken.

Further information on risk factors is set

out within the financial statements.

PRINCIPALRISKS

The Company’s principal risks are individual

risks, or a combination of risks, that could

threaten the Company’s business model,

future performance, solvency or liquidity.

During the year the Company included climate

change as a principal risk (see page 41).

Details of the Company’s principal risks,

potential impact, controls and mitigating

factors are set out on pages 40 to 43.

OTHERRISKS

Other risks, including reputational risk,

are potential outcomes of the principal

risks materialising. These risks are actively

managed and mitigated as part of the wider

risk management framework of the Company

and the Manager.

EMERGINGRISKS

Emerging risks are considered by the Board

as they come into view and are regularly

assessed to identify 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.

The Company depends upon the experience,

skill and reputation of the employees of the

Manager. The Manager’s ability to retain

the service of these individuals, who are not

obligated to remain employed by the Manager,

and recruit successfully, is a significant factor

in the success of the Company.

The Company’s risk exposure as a result of

the impacts from the Russia-Ukraine conflict

and the sanctions imposed on Russia after

the reporting date have been reviewed and

the Company has minimal direct exposure.

The political and economic situation is

being monitored.

COVID19

The continuation of the COVID-19

pandemic has given rise to challenges for

businesses across the globe and during

the year the Board maintained its focus on

the impact of the crisis on the performance

of the Company. The crisis management

and business continuity protocols of the

Manager remained effectively invoked

and have provided a robust framework

to support continuity.

38 ICG Enterprise Trust Plc Annual Report and Accounts 2022

BOARD OF DIRECTORS

Responsible for risk management leadership

Guides and provides counsel

Provides regular reporting

AUDIT COMMITTEE

Reviews and monitors the risk management process

THE MANAGER

Responsible for risk reporting and running the controls assurance

programmes overseen by the Manager’s Risk Committee

Low Risk tolerance High

INVESTMENTRISKS

Investment performance

Valuation

EXTERNALRISKS

Political and macro-economic uncertainty

Climate change

Private equity sector

Foreign exchange

OPERATIONALRISKS

Regulatory, legal and tax compliance

People

Information security

The Manager and third-party providers

FINANCIALRISKS

Financing

Risk appetite and tolerance

The Board acknowledges and recognises that

in the normal course of business, the Company

is exposed to risk and that it is willing to accept

a certain level of risk in managing the business

to achieve its targeted returns. The Board’s

risk appetite framework provides a basis for

the ongoing monitoring of risks and enables

dialogue with respect to the Company’s

current and evolving risk profile, allowing

strategic and financial decisions to be made

on an informed basis.

The Board considers several factors to

determine its acceptance for each principal

risk and categorises acceptance for each risk

as low, moderate and high. Where a risk is

approaching or is outside the tolerance set,

the Board will consider the appropriateness

of actions being taken to manage the risk.

In particular, the Board has a lower tolerance

for financing risk with the aim to ensure that even

under a stress scenario, the Company is likely

to meet its funding requirements and financial

obligations. Similarly, the Board has a low risk

tolerance concerning operational risks including

legal, tax, and regulatory compliance and business

process and continuity risk.

Risk management framework

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.

48 Corporate governance report

40 Principal risks and uncertainties

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

39ICG Enterprise Trust Plc Annual Report and Accounts 2022

Principal risks and uncertainties

How we manage and

mitigate our key risks

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 which may have a negative

impact on Portfolio performance.

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 Trust’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 is responsible for ensuring

that the investment policy is met.

The day-to-day management of the

Company’s assets is delegated to the

Manager under investment guidelines

determined by the Board. The Board

regularly reviews these guidelines

to ensure they remain appropriate

and monitors compliance with the

guidelines through regular reports

from the Manager, including

performance reporting. The Board

also reviews the investment strategy

at least annually.

Following this assessment and other

considerations, the Board concluded

that performance risk has remained

stable 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.

This includes a comparison of

unaudited valuations to 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 regularly reviews and

discusses 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.

40 ICG Enterprise Trust Plc Annual Report and Accounts 2022

RISK IMPACT MITIGATION CHANGEINTHEYEAR

EXTERNALRISKS

POLITICALANDMACRO

ECONOMICUNCERTAINTY

Political and macro-economic

uncertainty and other global

events, such as pandemics, that

are outside of the Company’s

control could adversely impact

the environment in which the

Company and its investment

portfolio companies operate.

Changes in the political or

macro-economic 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 uses a range of

complementary approaches to

inform strategic planning and

risk mitigation, including active

investment management, profitability

and balance sheet scenario planning

and stress testing to ensure resilience

across a range of outcomes.

The process is supported by a

dedicated in-house economist

and professional advisers where

appropriate, to ensure it is prepared

for any potential impacts (to the

extent possible).

Increasing

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, the Board concluded

that there was an increase in political

and macro-economic uncertainty risk

as a result of the conflict in Ukraine.

CLIMATECHANGE

The underlying managers of

the fund investments and direct

co-investments in the Company’s

Portfolio fail to ensure that their

portfolio companies respond

to the emerging threats from

climate change.

Climate-related transition risks,

driven in particular by abrupt shifts

in the political and technological

landscape, impact the value of

the Company’s Portfolio.

The Manager has a well-defined,

firm-wide Responsible Investing

Policy and ESG framework in place.

A tailored ESG framework applies

across all stages of the Company’s

investment process. This includes

ongoing monitoring of the underlying

manager’s ESG reporting.

Increasing

Wider society’s focus on this risk

has increased, however we believe

that climate change has yet to be

fully priced in by financial markets.

Delays in responding to climate risk

could lead to potentially large and

unanticipated shifts in valuations

for impacted industries and sectors.

During the year the Board received

reports on the implementation

of the Manager’s Responsible

Investing Policy.

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 continues to

outperform public markets over

the long term and 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 different

countries. Accordingly, several

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 at least 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 remains

appropriate for the Company not to

hedge its foreign exchange exposure.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

41ICG Enterprise Trust Plc Annual Report and Accounts 2022

Principal risks and uncertainties continued

RISK IMPACT MITIGATION CHANGEINTHEYEAR

OPERATIONALRISKS

REGULATORY,LEGALAND

TAXCOMPLIANCE

Failure by the Manager to comply

with relevant regulation and

legislation could have an adverse

impact on the Company. Additionally,

adherence to changes in the legal,

regulatory and tax framework

applicable to the Manager could

become onerous, lessening

competitive or market opportunities.

The failure of the Manager and the

Company to comply with the rules

of professional conduct and relevant

laws and regulations could expose

the Company to 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 regulatory, legal

and tax requirements. Monitoring of

this compliance has been delegated

to the Manager, of which the

in-house Legal, Compliance and Risk

functions provide regular updates to

the Board covering relevant changes

to regulation and legislation.

The Board and the Manager

continually monitor regulatory,

legislative and tax developments

to ensure early engagement in

any areas of potential change.

Stable

The Company remains responsive

to a wide range of developing

regulatory areas; and will continue to

enhance its processes and controls

in order to remain compliant with

current and expected legislation.

The Board concluded that there

was no material change in respect

of regulatory, legal and tax risk.

PEOPLE

Loss of key professionals at the

Manager could impair the

Company’s ability to deliver its

investment strategy and meet its

external obligations if replacements

are not found in a timely manner.

If the Manager’s team is not

able to deliver its objectives,

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 considered if that best satisfies

the business needs.

• A team-based approach to

investment decision-making i.e.

no one investment professional has

sole responsibility for an investment

or fund manager relationship.

• Sharing insights and knowledge

widely across the investment team,

including discussing all potential

new investments and the overall

performance of the Portfolio.

• Designing and implementing a

compensation policy that helps

to minimise turnover of key people.

Stable

The Board reviewed the Company’s

exposure to people risk and concluded

that the Manager continues to

operate sustainable succession,

competitive remuneration and

retention plans.

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 securing

data and sensitive information.

The failure of the Manager and

Administrator to deliver an

appropriate information security

platform for critical technology

systems could result in unauthorised

access by malicious third parties,

breaching the confidentiality,

integrity and availability of Company

data, negatively impacting the

Company’s reputation.

Application of the Manager’s and

Administrator’s information security

policies is supported by a governance

structure and a risk framework that

allow for the identification, control

and mitigation of technology risks.

The effectiveness of the framework

is periodically assessed.

Additionally, the Manager’s and

Administrator’s technology

environments are continually

maintained and subject to regular

testing, such as penetration

testing, vulnerability scans and

patch management.

Stable

In order to gain a more comprehensive

understanding of the Manager’s

internal controls and risk management

systems the Board carries out a formal

annual assessment (supported by the

Manager’s internal audit function). In

response to the continued heightened

risk of cyber security as a result of the

COVID-19 pandemic, the Manager

implemented several initiatives to

further protect against the prevention

and leakage of sensitive data.

Following this review and other

considerations, the Board concluded

that there was no material change in

information security risk during the year.

42 ICG Enterprise Trust Plc Annual Report and Accounts 2022

RISK IMPACT MITIGATION CHANGEINTHEYEAR

OPERATIONALRISKSCONTINUED

THEMANAGERAND

THIRDPARTYPROVIDERS

INCLUDINGBUSINESS

PROCESSESANDCONTINUITY

The Company is dependent on third

parties for the provision of services

and systems, especially those

of the Manager, the Administrator

and the Depositary.

Failure by a third-party provider to

deliver services in accordance with its

contractual obligations could disrupt

or compromise the functioning of the

Company. A material loss of service

could result in, among other things,

an inability to perform business

critical functions, financial loss,

legal liability, regulatory censure

and reputational damage.

The performance of the Manager,

the Administrator, the Depositary and

other third-party providers is subject

to regular review and reported to

the Board.

The Manager, the Administrator and the

Depositary produce internal control

reports to provide assurance regarding

the effective operation of internal

controls. These reports are provided

to the Audit Committee for review.

The Committee would seek further

representations from service providers

if not satisfied with the effectiveness

of their control environment.

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

third-party service providers are

subject to notice periods that are

designed to provide the Board

with adequate time to put in place

alternative arrangements.

Stable

In order to gain a more

comprehensive understanding of

the Manager’s internal controls

and risk management systems the

Board carries out a formal annual

assessment (supported by the

Manager’s internal audit function).

The Board also received regular

reporting from the Manager and

other third parties, setting out

the measures that they have put

in place to address the COVID-19

pandemic crisis, in addition to

their existing business continuity

framework. Having considered

these arrangements and reviewed

service levels since the crisis has

evolved, the Board is confident

that a good level of service has

been and will be maintained.

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.

The Manager monitors the Company’s

liquidity, overcommitment ratio and

covenants on a frequent basis, and

undertakes cash flow monitoring,

and provides regular updates on

these activities to the Board.

Stable

Following a reduction of the financing

risk exposure the previous year to

reflect the signing of the Company’s

new credit facility that matures in

February 2026, the Board concluded

that there was no material change in

financing risk.

The Company’s Strategic Report is set out on pages 1 to 43 and was approved by the Board on 11 May 2022.

Jane Tufnell

Chair

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

43ICG Enterprise Trust Plc Annual Report and Accounts 2022

Governance overview

Effective corporate

governance is

fundamental to the way

ICG Enterprise Trust

conducts business.

JANETUFNELL

Chair

CREATIONOFMANAGEMENTENGAGEMENTCOMMITTEE

In line with the AIC Code, the Board has formed a new

Management Engagement Committee to enhance its

oversight of the Manager and other key suppliers.

The MEC held its inaugural meeting during the year to

increase the rigour of the Board’s monitoring in this area.

RETIRINGDIRECTORS

Sandra Pajarola retires from the Board on 30 June 2022

having served nine years. As previously communicated,

Lucinda Riches retired from the Board on 21 June 2021

having served 10 years (including since 2018 as Senior

Independent Director). We thank them both for their

services. I, along with the rest of the Board, am continually

assessing Board composition and will update in due course.



Board developments

Effective corporate governance is fundamental to

the way ICG Enterprise Trust conducts business.

By encouraging entrepreneurial and responsible

management, it supports the creation of long-term,

sustainable value for shareholders and for wider society.

Effective oversight of strategy and risk is particularly

important to promote the long-term success of the

Company. In performing this role, the Board seeks

to be responsive to both the evolving regulatory

environment and changing expectations about the

role of business in society.

In particular, the Board seeks to ensure that both

its own culture and that of the Manager is aligned

with the Company’s purpose and values, and that

the Company has the necessary financial and human

resources to deliver its strategy.

Aligning our culture

with our purpose

Dear shareholders,

ICG Enterprise Trust Plc Annual Report and Accounts 202244

Role of the Board

STRATEGICOVERSIGHT

It is the responsibility of the Board to

ensure that there is effective stewardship

of the Company’s affairs. Strategic issues

are determined by the Board and a formal

schedule of operational matters reserved

for the Board has been adopted. In

order to enable them to discharge their

responsibilities, directors have full and

timely access to relevant information.

COMPLIANCEWITHTHECODE

The Board applies the principles of the

AIC Code of Corporate Governance (‘AIC

Code’). The AIC Code adapts the Principles

and Provisions set out in the UK Corporate

Governance Code (‘the Code’) issued by

the Financial Reporting Council to make them

more relevant for investment companies.

Board of Directors

The Board is responsible for the effective stewardship

of the Company’s affairs

JANETUFNELL

Chair of the Board

DAVIDWARNOCK

Senior Independent Director

AUDITCOMMITTEE

Alastair Bruce (Chair)

Gerhard Fusenig

Sandra Pajarola

Jane Tufnell

David Warnock

KEYRESPONSIBILITIES

Reviewing the interim and annual financial

statements

Reviewing the effectiveness and scope of

the external audit

Reviewing the risks to which the Company

is exposed and mitigating controls

Overseeing compliance with regulatory

and financial reporting requirements

60 Report of the Audit Committee

NOMINATIONSCOMMITTEE

Jane Tufnell (Chair)

Alastair Bruce

Gerhard Fusenig

Sandra Pajarola

David Warnock

KEYRESPONSIBILITIES

Selecting and proposing suitable candidates

for appointment or reappointment to the Board

50 Corporate governance report

MANAGEMENTENGAGEMENTCOMMITTEE

David Warnock (Chair)

Alastair Bruce

Gerhard Fusenig

Sandra Pajarola

Jane Tufnell

KEYRESPONSIBILITIES

Monitor and evaluate the performance

and remuneration of the Manager

Monitor and evaluate the performance and

remuneration of other key service providers

50 Corporate governance report

BOARDPERFORMANCEEVALUATION

The Board has a formal process for the

annual evaluation of its own performance

and that of the Chair, which took place as

usual during the year. The most recent

evaluation concluded in January 2022 that

the Board and its members continue to

operate effectively.

CULTUREANDVALUES

The Board expects all directors to act

with integrity and to apply their skill, care,

due diligence and professional experience

in deliberations regarding the Company’s

business. The Board applies various

practices and behaviours to ensure that its

culture aligns with the Company’s purpose,

values and strategy, including a robust annual

review and a regular consideration of our

direction at Board meetings.

SUCCESSIONPLANNING

The Board’s tenure and succession policy

seeks to ensure that the Board remains

well balanced through the appointment

of directors with a range of skills and

experience. This is managed through the

phased appointments of new directors.

REGULARMEETINGS

The Board, which meets at least four

times each year, reviews the Company’s

investment Portfolio and investment

performance and considers financial

reports. There is also contact with the

directors between meetings where this

is necessary for the Company’s business.

1 Retiring on 28 June 2022.

ALASTAIRBRUCE

Independent Non-Executive Director

GERHARDFUSENIG

Independent Non-Executive Director

SANDRAPAJAROLA



Independent Non-Executive Director

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 45

Board of Directors

All members of the Board are

independent non-executive directors

COMPOSITIONANDINDEPENDENCE

The Board is currently comprised of five non-executive

directors. There is no Chief Executive Officer position

within the Company as day-to-day management of the

Company’s affairs has been delegated to the Manager.

BOARDDIVERSITY

There are currently two female and three male directors

on the Board. The Board considers all candidates for

Board appointments and does not discriminate based on

gender or any other factor, making appointments based

solely on the skills and experience of the candidates.

TENURE

The Company has no employees and given the nature

of its business as an investment company, the Board

believes that it is important for it to be refreshed with

new members periodically.



Audit

Management Engagement

Nominations

BOARDOVERVIEW

Background

Alastair Bruce was appointed to the Board in 2018 and became

Chair of the Audit Committee in February 2019. Alastair was

Managing Partner of Pantheon Ventures between 2006 and 2013,

having joined the firm in 1996. During his tenure at Pantheon

Ventures, Alastair was involved in all aspects of the firm’s business,

particularly the management of Pantheon International

Participations PLC (‘PIP’), the expansion of Pantheon Ventures’

global platform and the creation of a co-investment business.

Experience

Alastair brings over 25 years of private equity, investment

management and financial experience to the Board. Through

his involvement with the management of PIP, he has extensive

experience of managing a listed private equity vehicle.

Background

Jane Tufnell was appointed to the Board in April 2019 and became

Chair in June 2020. She started her career in 1986 joining County

NatWest, where she jointly ran the NatWest Pension Fund’s

exposure to UK smaller companies. In 1994 she co-founded Ruffer

Investment Management Ltd where she worked for over 20 years

to build the business to an AUM of £20bn, before leaving in 2015.

Jane is Chair of Odyssean Investment Trust and a non-executive

director of Schroder UK Public Private Trust plc. She has served

as a non-executive director of a number of other entities.

Experience

Jane brings extensive financial services and fund management

experience to the Board. She is a seasoned public company board

member and chair, and has significant experience of all aspects of

investment company management, governance and regulation.

JANETUFNELL   

Chair

Background

David Warnock was appointed to the Board in December 2020,

and became Senior Independent Director in June 2021. David

co-founded the investment firm Aberforth Partners and was a

partner for 19 years until his retirement from that firm in 2008. He

has held non-executive directorships of several public and private

companies and before Aberforth was with Ivory & Sime plc and 3i

Group plc. David is currently Chair of Troy Income & Growth Trust

plc, Chair of BMO Managed Portfolio Trust plc and an active

investor in a number of private companies.

Experience

David brings extensive private equity, investment trust, and listed

company experience to the Board. He worked for many years in

private equity and served as a non-executive director of abrdn

Private Equity Opportunities Trust plc. He has been involved

in all aspects of investment trusts, either as a manager or as a

non-executive director, for over 30 years.

DAVIDWARNOCK   

Senior Independent Non-Executive Director and

Chair of the Management Engagement Committee

ALASTAIRBRUCE   

Independent Non-Executive Director

and Chair of the Audit Committee

Committee membership

ICG Enterprise Trust Plc Annual Report and Accounts 202246

Male

Female

Gender diversity

US/Switzerland 20

Germany 20

Board nationality

At a glance

Background

Gerhard Fusenig was appointed to the Board in 2019. Over the last

25 years, Gerhard has held a number of senior management roles

including the position of co-COO of Asset Management and CEO

of Core Investments at Credit Suisse, as well as Global Head of Fund

Services at UBS. Gerhard is a non-executive director of Credit

Suisse Insurance Linked Strategies Ltd and of SolvencyAnalytics

AG. Former directorships include Standard Life Aberdeen PLC and

Aberdeen Asset Management PLC.

Experience

Gerhard is highly experienced as an executive in the investment

management sector and is also very familiar with board practices

and corporate governance requirements due to his range of board

positions, including major listed companies.

Background

Sandra Pajarola was appointed to the Board in March 2013 and will

retire in June 2022. Sandra has over 30 years of experience in private

equity and financial services. She was a Partner at Partners Group

having served on its global investment committee for 12 years and was

key in building up and managing its primary funds’ investment team

and portfolio. In her role, she also held various board seats on direct

investments as well as advisory board seats for funds. Since 2013,

she has acted as an Operating Partner for Partners Group. In addition,

Sandra is an angel investor in private equity across Europe and a private

adviser to investment firms in the technology and social impact sectors.

Experience

Sandra brings extensive private equity investing experience having

executed a similar strategy during her time at Partners Group. As

the head of the team there Sandra built relationships with many

private equity managers in Europe and has a broad perspective on

the private equity industry. Her ongoing roles in the industry give

her valuable insight into the private equity market across Europe.

SANDRAPAJAROLA  

Independent Non-Executive Director

Matrix of skills and experience

Jane

Tufnell

David

Warnock

Alastair

Bruce

Gerhard

Fusenig

Sandra

Pajarola

Investment Trusts

Private Equity

Asset Management

UK Corporate Governance

International

Finance/Audit

Meetings

Board member Board Audit MEC Nominations

Jane Tufnell 6/6 4/4 2/2 1/1

David Warnock 6/6 4/4 2/2 1/1

Alastair Bruce 6/6 4/4 2/2 1/1

Gerhard Fusenig 6/6 4/4 2/2 1/1

Sandra Pajarola 6/6 4/4 2/2 1/1

Lucinda Riches

2/2 2/2 N/A N/A

1 Retired from the Board on 21 June 2021.

The quorum for any Board meeting is two directors but attendance

by all directors at each meeting is strongly encouraged.

GERHARDFUSENIG   

Independent Non-Executive Director

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 47

Corporate governance report

CORPORATEGOVERNANCE

The Company is committed to appropriate

standards of corporate governance. Since

1 February 2021, the Board has applied the

principles of the AIC Code of Corporate

Governance (‘AIC Code’). The AIC Code

adapts the Principles and Provisions set out

in the UK Corporate Governance Code (‘the

Code’) issued by the Financial Reporting

Council to make them more relevant for

investment companies. The Board considers

that reporting against the Principles and

Provisions of the AIC Code, which has been

endorsed by the Financial Reporting Council,

provides more relevant information to

shareholders. The Board remains cognisant

of the provisions of the Code. A copy of the

AIC Code and the Code can be obtained

from the websites of the Association of

Investment Companies (www.theaic.co.uk)

and of the Financial Reporting Council

(www.frc.org.uk) respectively.

Throughout the year, the Company complied

with the provisions of the AIC Code; the

Board was aware that Lucinda Riches

(who retired in June 2021) had served since

July 2011, but still considered her to be

independent throughout the year despite her

serving for more than nine years. The Board

subscribes to the view that long-serving

directors should not be prevented from

forming part of an independent majority.

It does not consider that a director’s tenure

necessarily reduces his or her ability to

act independently and, following formal

performance evaluations, believes that

each of the directors is independent in

character and judgement and that there

are no relationships or circumstances

which are likely to affect their judgement.

The Board considers that the tenure

profile of the Board, represented by the

length of service of each of its directors,

is appropriately balanced such that Board

succession and renewal planning is

managed over the medium to longer term.

The composition of the Board continues to

include directors who bring an appropriate

mix of skills, experience, expertise and

diversity (including gender diversity) to

Board decision making.

All of the Company’s directors will seek

re-election at each Annual General Meeting.

The terms and conditions of appointment of

the non-executive directors will be available

for inspection at the AGM.

Each non-executive director is appointed by

a letter of appointment on an ongoing basis

and shareholders vote on whether to elect/

re-elect him or her at every AGM.

A non-executive director will only be

proposed for re-election at an AGM if the

Board is satisfied with the non-executive

director’s performance, independence

and ongoing time commitment. There is

no absolute limit to the period that a non-

executive director can serve for; however

the Board recognises wider views regarding

length of service and factors these in when

considering whether or not directors’

appointments should be continued.

The Directors’ Remuneration Report,

comprising the Remuneration Policy, which

shareholders will be asked to approve at the

Annual General Meeting, can be found on

pages 56 to 59.

The Company is also subject to the

Alternative Investment Fund Managers

Directive (‘AIFMD’) and has a management

agreement with the Manager to act as

its Alternative Investment Fund Manager

(‘AIFM’). Aztec Financial Services (UK)

Limited acts as its depositary, in accordance

with the requirements of the AIFMD.

Composition and independence

The Board is currently comprised of five non-

executive directors and has had one change in

membership during the year (Lucinda Riches

retired from the Board on 21 June 2021). There

is no Chief Executive Officer position within

the Company as day-to-day management of

the Company’s affairs has been delegated to

the Manager. The Board regularly reviews the

independence of its members and, having due

regard to the definitions and current guidelines

on independence under the Code, considers

all directors to be independent (despite

the length of service of some directors, in

respect of whom it has concluded that they

are independent in judgement and character).

There are no relationships or circumstances

relating to the Company that are likely to affect

their judgement. The Board has agreed that

during 2022 it will begin to act as a host Board

for an Apprentice under the Board Apprentice

scheme, which is designed to increase access

to board level positions for those who have

not previously had this experience. The Board

Apprentice will not be a member of the Board

but will attend, and contribute, to all meetings.

Senior Independent Director

David Warnock is the Senior Independent

Director. He provides support to the Chair

in her role leading the Board while also

providing his challenge and acting as a

conduit for any points to be raised in respect

of the Chair. Following the recent Board

evaluation, the Board considers him to be

operating effectively in this role.

Induction and training

Board training is provided regularly to

ensure that Board members are well placed

to conduct their role. In addition, directors

benefit from training received while sitting as

members of other boards.

New Board members receive a formal induction

on all aspects of the Company’s business.

Performance evaluation

The Board reviews its own performance

annually with an external assessment

undertaken every three years. The assessment

covers the effectiveness and performance of

the Board as a whole, the Board Committees

and an evaluation of each director. This process

helps ensure that the Board’s operations remain

aligned with the culture, purpose and values of

the Company. The last external assessment was

undertaken in the year ended 31 January 2021.

The Board conducted an internal self-

evaluation led by the Chair. This involved the

submission of written questionnaires and then

a full discussion of the output. The review

concluded that the Board continues to operate

effectively and coherently, with a collaborative

approach taken. As a result of the review,

the Board has made some refinements to its

annual programme, including separating the

annual strategy session from being held on

the same day as a standard Board meeting

to allow separate focus on strategic matters.

Each individual director was also assessed as

part of the evaluation and it was concluded

that each director continues to make a valuable

contribution to the Board. It was noted that,

given her background as a private equity

investor, the forthcoming retirement of Sandra

Pajarola would mean a need for a director to be

recruited to enhance the skill set of the Board

in a similar way.

Directors’ time commitments

The Company has a policy of ensuring that all

non-executive directors of the Company have

sufficient time to commit to the respective

duties and responsibilities applicable to their

particular Board roles. When making new

appointments, the Board takes into account

other demands on potential candidates’ time

and prior to appointment any significant

commitments are disclosed with an indication

of the time involved. In the year under review

the Board assessed the time commitment

of each individual director on external

appointments. Each director’s aggregate

time commitment is discussed with him or

her as part of the annual appraisal process.

In the year under review, all directors were

considered to have sufficient time to commit

to their respective roles on the Board, taking

account of their external appointments.

ICG Enterprise Trust Plc Annual Report and Accounts 202248

Board diversity

There are currently two female and three male

directors on the Board. The Board considers

all candidates for Board appointments and

does not discriminate based on gender

or any other factor, making appointments

based solely on the skills and experience of

the candidates. The Board is aware of the

requirements of the Parker Review in respect

of ethnic diversity and acknowledges the

importance of all forms of diversity. Diversity

is one of the key considerations when

directors are appointed to the Board, and

is factored in to all searches for new directors.

Tenure

As discussed on page 50, the Board’s tenure

and succession policy seeks to ensure that

the Board remains well balanced through

the appointment of directors with a range of

skills and experience. The Company has no

employees and given the nature of its business

as an investment company, the Board believes

that while it is important for it to be refreshed

with new members (as has been actively done

in the last few years), it is not of concern that

at times a director with longer than nine years’

experience may be on the Board.

Role of the Board

It is the responsibility of the Board to

ensure that there is effective stewardship

of the Company’s affairs. Strategic issues

are determined by the Board, a formal

schedule of operational matters reserved

for the Board has been adopted in order

to enable it to discharge its responsibilities,

and directors have full and timely access

to relevant information.

The Board, which meets at least four

times each year, reviews the Company’s

investment Portfolio and investment

performance and considers financial

reports. There is also contact with the

directors between meetings where this

is necessary for the Company’s business.

There is an agreed procedure under which

directors, wishing to do so in the furtherance

of their duties, may take independent

professional advice at the Company’s expense.

In the event that in future any directors are

unable to attend Board and Committee

meetings, the relevant directors will be

contacted by the Chair before and/or after

the meeting to ensure they were aware of the

issues being discussed and to obtain their input.

The Board meetings follow a formal agenda,

which is approved by the Chair and circulated

by the Company Secretary in advance of the

meeting to all the directors and other attendees.

At each Board meeting every agenda item is

considered against the Company’s strategy, its

investment objectives and its investment policy.

A typical agenda includes:

• a review of investment performance;

• a review of investments and divestments and

asset management initiatives in progress;

• an update on investment opportunities

available in the market and how they fit

within the Company’s strategy;

• consideration of any investment

opportunities above a specified size;

• a review of the Company’s

financial performance;

• a review of the Company’s financial

forecasts, cash flow and ability to meet

targets, including stressed scenarios

and sensitivity analyses;

• a review of the Company’s financial

and regulatory compliance;

• a review of any conflicts of interest,

including the consideration of investments

which may amount to a conflict of interest;

• updates on shareholder and

stakeholder relations;

• updates on the Company’s capital

market activity; and

• specific regulatory, compliance or

corporate governance updates.

Board meetings also included a number

of presentations from the Manager. Board

papers are disseminated to the directors

via a secure online platform for reasons of

efficiency and cyber security. The online

platform is also used to store relevant

Company documentation, as it provides the

directors with quick and secure access.

Company Secretary

The directors also have access to the advice

and services of the Company Secretary,

Andrew Lewis (on behalf of ICG FMC Limited).

Information flows

The Board receives written reports from

the Manager and its advisers on at least

a quarterly basis and as appropriate on

specific matters. Prior to each Board

meeting, directors are provided with a

comprehensive set of papers giving detailed

information on the Company’s transactions,

financial position and performance. The

Chair ensures that directors are provided, on

a regular basis, with key information on the

Company’s policies, regulatory requirements

and its risk management and control results.

Insurance and indemnities

During the year under review, the Board has

maintained appropriate insurance cover in

respect of legal action against the directors.

The policy does not cover dishonest or

fraudulent actions by the directors.

Stewardship

The Company seeks to make investments

in funds and companies which are well

managed with high standards of corporate

governance. The directors believe this

creates the proper conditions to enhance

long-term shareholder value. The exercise

of voting rights attached to the Company’s

Portfolio has been delegated to the Manager.

However, the Board will be informed of

any sensitive voting issues involving the

Company’s investments.

Conflicts of interest

The Company has adopted a policy requiring

all directors to disclose other positions and

also any other matter which may give rise to a

conflict. Such conflicts can then be considered

by the other directors and, if necessary, either

approved or not approved. Currently there are

no material conflicts in respect of any director.

Anti-bribery and Corruption Policy

The Manager has processes in place to ensure

that bribery and corruption do not take place

within the Manager or the Company. These

include formal policies and regular training for

all employees. The Board has reviewed these

processes and found them adequate.

Whistleblowing Policy and arrangements

The Board and the Audit Committee have

been made aware of the processes the

Manager has in place to ensure that staff

of the Manager may in confidence raise

concerns about possible improprieties in

matters of financial reporting or other matters

and ensure that arrangements are in place

for the proportionate and independent

investigation of such matters and follow up

action. The Manager has established and

implemented processes. These include formal

policies and regular training for all employees.

Internal control around financial reporting

The key features of the Company’s internal

control systems that ensure the accuracy and

reliability of financial reporting include clearly

defined lines of accountability and delegation

of authority, policies and procedures that

cover financial reporting, preparation of

quarterly management accounts, project

governance and a review of the disclosures

within the Annual Report and Accounts from

functional heads. This combined ensures

the disclosures made appropriately reflect

the developments within the Company in the

year and meet the requirement of being fair,

balanced and understandable.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 49

Corporate governance report continued

Environmental Policy

Due to the Company’s premium listing on

the London Stock Exchange, the Company

is required to disclose its Environmental

Policy. Further information on the social and

environmental policies of the Manager can

be found in the Investing responsibly section

on pages 24 and 25.

COMMITTEES

Nominations Committee

All of the directors serve on the Nominations

Committee which meets when necessary

to select and propose suitable candidates

for appointment or reappointment to the

Board. The Committee is chaired by Jane

Tufnell (save in respect of matters relating

to the Chair of the Board, when it is chaired

by the Senior Independent Director).

When making an appointment, the Board

considers the existing composition of the

Board to determine areas which require

strengthening. Independent external

consultants are used to help identify a

shortlist of candidates.

The Board’s tenure and succession policy

seeks to ensure that the Board is well

balanced by the appointment of directors

with a range of skills and experience.

Candidates for the Board are assessed as

to the appropriateness of their skills and

experience prior to their appointment.

The Committee is mindful of all forms of

diversity in its processes, and does not

discriminate based on gender or any other

factor when considering candidates. The

Board is aware of the requirements of the

Parker Review in respect of ethnic diversity

and acknowledges the importance of all

forms of diversity. Diversity is one of the key

considerations when directors are appointed

to the Board, and is factored in to all searches

for new directors.

The Committee has adopted a succession

plan to ensure that succession matters

continue to be appropriately considered over

the coming years. The long-term plan takes

account of the potential future retirements

of directors who reach nine years of service

and the skills that they bring which will need

replacement, and envisages that successors

will be sought ahead of such retirements to

allow for an appropriate handover period

with minimal disruption.

During the financial year the Nominations

Committee reviewed the composition of

the Board and identified the capabilities

needed for Board roles and the succession

timeframe; the Committee reviewed the

related role profile submitted to external

search consultants along with the request

to prepare a list of suitable candidates.

The Committee is currently considering

candidates to supplement the Board

following the retirement of Sandra Pajarola.

Remuneration Committee

As the Board is comprised solely of

non-executive directors, the Company

does not have a Remuneration Committee.

The determination of the directors’ fees

is dealt with by the whole Board.

Please see pages 56 to 59 for the

Directors’ Remuneration Report.

Audit Committee

Please see pages 60 and 61 for the Report

of the Audit Committee.

Management Engagement Committee

In accordance with industry good practice,

in February 2021 the Company formed a

Management Engagement Committee to

review the activities of the Manager and other

key service providers. The MEC is chaired

by David Warnock and is comprised of all of

the directors; it will meet at least annually.

The Committee held its inaugural meeting in

April 2021. It met again in September 2021,

and conducted a detailed review of the

performance of all key service providers.

A number of follow up actions were agreed,

but the Committee concluded that in all

material respects all service providers were

performing to the required standards.

Engagement with service providers

The Board operates in an open and

co-operative manner with the Company’s

stakeholders, particularly in light of

the long-term nature of the Company’s

investment proposition. The Board expects

the Company’s third-party service providers,

particularly the Manager who is responsible

for the management of the Company’s

Portfolio, to uphold the same values as

the Board. To this end, the Board (via the

Management Engagement Committee)

considers the Manager’s corporate culture

as part of the overall assessment of the

service provided to it.

Stakeholder engagement

Please see pages 34 to 37 for further details.

INTERNALCONTROLS

The Board, at least annually, assesses the

internal controls of the Manager. There have

been no material adverse findings from this

review. Please see page 60 for details of

this in the Report of the Audit Committee.

The Company does not have an internal

audit function, although the need for such

a function is considered annually.

All of the Company’s management functions

are delegated to the Manager, which has its

own internal audit function. The Manager’s

internal audit function provides an annual

report to the Board on internal controls and

this forms part of the Board’s review of the

internal controls.

SHAREHOLDERRELATIONS

Both the Company’s Annual Report and

Accounts, containing a detailed review of

performance and of changes to the investment

Portfolio, and our regular factsheets,

containing updated information in a more

abbreviated form, are made available to

shareholders through the Company’s website.

A copy of the latest Company presentation

is available on the Company’s website.

Quarterly releases in respect of the Company’s

performance are announced to the market

and available to shareholders. At the AGM,

in ordinary circumstances a presentation is

made by the Manager and investors are given

an opportunity to question the Chair, the other

directors and the Manager.

Communication with shareholders is given a

high priority by the Board. The Manager and

all directors, and in particular the Chair and

Senior Independent Director, are available

to enter into dialogue with shareholders.

The Manager holds regular discussions

with analysts and existing and potential

institutional shareholders and values the

feedback obtained in this manner.

A structured programme of shareholder

presentations by the Manager to institutional

shareholders takes place following the

publication of the Annual Report and quarterly

results. In addition, Board members are

available to meet institutional shareholders.

The Board receives regular updates from

the Company’s broker and is kept informed

of all material discussions with investors and

analysts which helps the directors develop

their understanding of shareholders’ views

and expectations.

A detailed list of the Company’s shareholders

is reviewed at each Board meeting.

Directors can be contacted via the registered

office of the Company (see the Shareholder

information section on page 99).

ICG Enterprise Trust Plc Annual Report and Accounts 202250

GOINGCONCERN

In assessing the appropriateness of

continuing to adopt the going concern

basis of accounting, the Board has assessed

the financial position and prospects of the

Company over the next 12 months. The

Company’s business activities, together with

factors likely to affect its future development,

performance, position and cash flows, are set

out in the Chair’s statement on pages 10 and 11,

and the Manager’s review on pages 12 to 19.

As part of this review, the Board assessed

the potential impact of principal risks and

the COVID-19 pandemic on the Company’s

business activities, the Company’s cash

position, the availability of the Company’s

credit facility and compliance with its

covenants, and the Company’s cash

flow projections. Further details of this

assessment, including stress testing and

sensitivity analysis performed, are disclosed

below within the Viability Statement.

Based on this assessment, the Board

expects that the Company will be able

to continue in operation and meet its

liabilities as they fall due until, at least,

31 May 2023, a period of more than 12

months from the signing of the financial

statements. Therefore it is appropriate to

continue to adopt the going concern basis

of preparation of the Company’s financial

statements. Therefore it is appropriate

to continue to adopt the going concern

basis of preparation of the Company’s

financial statements.

VIABILITYSTATEMENT

In accordance with the UK Corporate

Governance Code, the Board has assessed

the financial position and prospects of the

Company over a longer period than the

12 months required by the ‘going concern’

basis of accounting. The Board has assessed

the viability of the Company over a five-year

period from the balance sheet date, being

a period of time over which the Board can

reasonably assess the Company’s prospects

and over which the majority of the Company’s

commitments will be drawn down.

The Board has carried out a robust

assessment of the principal risks and their

mitigants as noted on pages 40 to 43.

Those considered most significant to the

viability of the Company included those

relating to investment performance, political

and macro-economic uncertainty, and

the ability of the Company to manage its

financing and overcommitment risk.

As noted within the Manager’s review on

pages 12 to 19, the Company’s financial

position is strengthened by its access to its

bank facility of €200m (£177m), which matures

in February 2026 and is subject to a number

of covenants. The Company had no drawings

on its facility at 31 January 2022. The

Company’s cash balance was £41.3m as at

31 January 2022.

The Board has assessed the Company’s

ability to remain viable and meet its liabilities

as they fall due through the review of balance

sheet and cash flow projections provided

by the Manager. As part of this, a range of

stressed scenarios and sensitivity analyses

was examined to identify conditions that

might result in the facility’s covenants being

breached, and included the consideration of

possible remedial action that the Company

could undertake to avoid such breaches. Key

variables considered included Portfolio gains

and losses, fund drawdowns and realisations,

availability of the credit facility, and exchange

rates. Based on this assessment, the Board

has a reasonable expectation that the

Company will remain viable over a five-year

period from the balance sheet date.

Jane Tufnell

Chair

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 51

Report of the Directors

The Report of the Directors

should be read in conjunction

with the Strategic Report

(pages 1 to 43) and the

Directors’ Remuneration Report

(pages 56 to 59).

STATUSOFTHECOMPANY

ICG Enterprise Trust Plc (the ‘Company’) is an

investment company as defined by Section 833

of the Companies Act 2006 and is registered

and domiciled in England (number 1571089).

During the year under review the Company

carried on the business of an investment trust.

The last accounting period for which the

Company has been approved by HM Revenue

& Customs in accordance with the provisions

of Section 1158 of the Corporation Tax Act

2010 is the year ended 31 January 2022. The

Company will retain its investment trust status

with effect from 1 February 2022 provided it

continues to satisfy the conditions of Section

1158 of the Corporation Tax Act 2010. The

Company has continued to direct its affairs

with the objective of retaining such approval.

The Company’s shares are eligible for tax-

efficient wrappers such as Individual Savings

Accounts (‘ISAs’), Junior ISAs and Self

Invested Personal Pensions (‘SIPPs’).

REPORTINGPERIOD

This Annual Report has been prepared for

the year to 31 January 2022.

SIGNIFICANTSHAREHOLDINGS

At 5 May 2022, the Company had received

no notifications of disclosable interests in

its issued share capital.

INVESTMENTPOLICY

The Company’s investment policy is set

out on page 55. The policy has not changed

since last year.

No material change will be made to

the investment policy without prior

shareholder approval.

PURCHASEOFSHARES

The Company has the authority, subject to

various terms as set out in its Articles and in

accordance with the Companies Act 2006,

to acquire up to 14.99% of the shares in

issue. The Company intends to renew this

authority annually.

During the course of the year, the Company

purchased 250,000 shares (representing 0.3%

of the issued share capital of the Company on

5 May 2022, being the latest practical date

before publication of this document) at an

average price of 1,070p, for a total cost of

£2.7m at a weighted average discount of 27%.

These shares are held in treasury.

DIVIDEND

Quarterly dividends in respect of the

year ended 31 January 2022 were paid

on 3 September 2021 (6.0p per share),

3 December 2021 (6.0p per share) and 4 March

2022 (6.0p per share) for a total of 18.0p per

share. A final dividend of 9p per share will, if

approved, be paid on 22 July 2022 to holders

of ordinary shares on the register at the close of

business on 8 July 2022. This would bring the

total dividend for the year to 27p per share.

DIRECTORS

All of the directors listed on pages 46 and 47

held office throughout the year and up to the

date of signing the financial statements, and,

other than Sandra Pajarola, will stand for re-

election at the forthcoming Annual General

Meeting. Lucinda Riches retired from the

Board on 21 June 2021.

Sandra Pajarola and Gerhard Fusenig are

both resident in Switzerland. All of the other

directors of the Company are resident in

the UK. The directors’ biographical details

demonstrate the wide range of skills and

experience that they bring to the Board. In

addition to the requirement of the Articles

of Association that one third of the Board is

subject to retirement each year, all directors

are required to submit themselves for

re-election at least every three years.

However, in accordance with corporate

governance principles, the Board has

decided that all directors will submit

themselves for re-election every year.

A thorough review of all directors standing

for re-election has been conducted. The

review concluded that all directors bring

valuable skills and experience to the Board

and continue to operate effectively, and

accordingly are recommended for re-election.

MANAGER

ICG Alternative Investment Limited (‘ICG’

or the ‘Manager’) is the manager of the

Company. ICG is authorised as an Alternative

Investment Fund Manager and is regulated

by the Financial Conduct Authority.

The Manager provides investment

management, company secretarial and

general administrative services to the

Company under a management agreement.

This agreement can be terminated by either

party giving not less than one year’s notice.

The investment management fee payable

under this agreement is calculated as 1.4%

of the investment portfolio and 0.5% of

outstanding commitments to funds in their

investment periods, in both cases excluding

the funds managed directly by ICG (see Note

18 on page 89) and by the former manager

of the Company, Graphite Capital (see page

54). The Company also reimburses the

Manager for irrecoverable VAT incurred, up

to a cap of £100,000.

The effective management fee charged by

the Manager in the year was 1.25% of the

Company’s net assets and the Company’s

Ongoing Charges ratio was 1.40% as

calculated in accordance with AIC guidance

and as shown in the Glossary. Further

information around cost disclosures can

be found in the Company’s Key Information

Document on the Shareholder information

section of the Company’s website.

For the ICG-managed funds (as disclosed

in Note 18 to the financial statements on

page 90) the annual management charge

is between 1.3% and 1.5% of original

commitments for funds in their investment

period, and between 0.8% to 1.5% of

unrealised cost for funds where their

investment period has ended.

The Directors present their report and the audited

financial statements for the year ended 31 January 2022

ICG Enterprise Trust Plc Annual Report and Accounts 202252

For the Graphite-managed funds (as disclosed

on page 54) the annual management charge is

2% of original commitments for funds in their

investment period, and between 1% to 2% for

funds where their investment period has ended.

The charges and incentive arrangements for

both ICG and Graphite managed funds are

at the same level as those paid by third-party

investors in the funds.

The Board reviews the activities and

performance of the Manager on an

ongoing basis, and reviews the investment

strategy annually.

The Board reviews the Company’s investment

record over short and long-term periods,

taking into account factors including the net

asset value per share and the share price as well

as the general competence of the Manager.

The Board also considers the performance

of the Manager in carrying out its company

secretarial and general administrative functions.

In addition, the Audit Committee carries

out a formal assessment of the Manager’s

internal controls and risk management

systems every year.

The Board has contractually delegated

responsibility for management of the

investment Portfolio and the provision of

accounting and company secretarial services

to the Manager. Custody of unquoted

securities has been contractually delegated to

an FCA regulated third-party custodian, Aztec

Financial Services (UK) Limited (‘Aztec’).

Aztec has also been appointed the

Company’s depositary, in accordance with

the Alternative Investment Fund Managers

Directive. Custody of quoted securities has

been contractually delegated to an FCA

regulated third-party custodian, Charles

Stanley & Co Limited, although Aztec retains

liability for safeguarding in respect of these

assets. The performance of these third

parties is overseen by the Board as part of

its regular reviews of the Manager.

Based on the above, it is the Board’s opinion

that the continuing appointment of ICG as

Manager of the Company on the agreed

terms is in the best interests of shareholders

as a whole.

COINVESTMENTINCENTIVESCHEME

ICG and certain of its executives and, in respect

of certain historic investments, the executives

and connected parties of 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,

as set out below:

The Co-investors are required to contribute

0.5% of the cost of every new fund investment

(excluding those investments made by

Graphite Capital funds, and any ICG fund

investments made after 1 February 2016) and

direct investment made by the Company.

If such an investment has generated at least an

8% per annum compound return in cash to the

Company (the ‘Threshold’), the Co-investors

are entitled to receive 10% of the Company’s

total gains from that investment inclusive of

return of cost, out of future cash receipts from

the investment or, very rarely, in specie on the

flotation of underlying portfolio companies.

For investments made before 24 May 2007,

if the Threshold is not achieved the Co-

investors do not recover their contribution.

For investments made after 24 May 2007, the

Co-investors recover their contribution at the

same rate as the Company recovers the cost

of its investment.

Further details of these arrangements

can be found in Notes 1 and 9 to the

financial statements.

CAPITAL

As at 31 January 2022, 72,913,000 ordinary

shares of 10.0p each were in issue and

fully paid, including shares which had been

bought back into Treasury. 4,395,945

Treasury Shares, representing 6.03% of the

Company’s share capital, were held as at 5

May 2022, being the latest practical date

before publication of this document.

Resolutions will be proposed at the

forthcoming AGM to:

• allot up to a maximum of 22,610,628

ordinary shares of 10p each, representing

33% of the Company’s issued share capital

(excluding shares held as Treasury Shares)

as at 5 May 2022; and

• disapply pre-emption rights on up to 10%

of the issued share capital (excluding shares

held as Treasury Shares) to enable the

Board to re-issue any ordinary shares held

in treasury without having first to offer them

to all existing shareholders; and to renew

the directors’ authority to buy back up to

10,270,706 ordinary shares (being 14.99%

of the issued share capital (excluding shares

held as Treasury Shares as at 5 May 2022))

subject to the constraints to be set out in

the proposed resolution. The authority will

be used where the directors consider it to

be in the best interest of shareholders. It is

the current intention of the Board that any

shares thus purchased would be held as

Treasury Shares.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 53

Report of the Directors continued

GREENHOUSEGASEMISSIONS

The Company has no employees and no

premises, and therefore has no greenhouse

gas emissions to report, nor does it have

responsibility for any other emissions

producing sources under the Companies

Act 2006 (Strategic Report and Directors’

Reports) Regulations 2013 and the

Streamlined Energy and Carbon Reporting

(‘SECR’) requirements.

TRANSFEROFSHARESANDVOTINGRIGHTS

All ordinary shares have equal voting rights.

There are no restrictions concerning the

transfer of securities in the Company, no

special rights with regard to control attached

to securities, no agreements between

holders of securities regarding their transfer

known to the Company, and no agreement to

which the Company is party that affects its

control following a takeover bid.

The Company’s Articles of Association

may be amended by special resolution of

the shareholders in a general meeting.

Holders of ordinary shares enjoy the rights

set out in the Articles of Association of the

Company and under the laws of England and

Wales. Any share may be issued with or have

attached to it such rights and restrictions

as the Company by ordinary resolution, or

failing such resolution, the Board may decide.

DISCLOSUREOFINFORMATION

TOAUDITORS

Each of the persons who are a director at the

date of approval of this report confirms that:

• so far as the director is aware, there is no

relevant audit information of which the

Company’s auditors are unaware; and

• each director has taken all the steps that

he or she ought to have taken as a director

in order to become aware of any relevant

audit information and to establish that

the Company’s auditors are aware of that

information. The confirmation is given

and should be interpreted in accordance

with the provisions of Section 418 of the

Companies Act 2006.

INDEPENDENTAUDITORS

As set out in the Report of the Audit

Committee, Ernst & Young LLP were

appointed as auditors for the year ended

31 January 2022 at the Annual General

Meeting in 2021 and are recommended

for reappointment by the Audit Committee.

A resolution reappointing them and

authorising the directors to determine their

remuneration will be submitted at the AGM.

INCORPORATIONBYCROSSREFERENCE

Certain information required to be disclosed

in the Report of the Directors is shown

within other sections of the Annual Report

and Accounts. Please refer to the Corporate

governance report on pages 48 to 51.

ANNUALGENERALMEETING

The Annual General Meeting will be held

on 28 June 2022. Further details will be

provided in the notice of general meeting

to be circulated to shareholders.

By order of the Board:

Andrew Lewis

On behalf of

ICG FMC Limited

11 May 2022

INVESTMENTSINGRAPHITECAPITALFUNDSFORMERMANAGER

31 January 2022 31 January 2021

Fund

Original

commitment

£’000

Remaining

commitment

£’000

Fair

value

£’000

Original

commitment

£’000

Remaining

commitment

£’000

Fair

value

£’000

Graphite Capital Partners IX 30,000 8,882 8,935 30,000 20,296 8,084

Graphite Capital Partners VIII 40,000 3,113 31,679 40,000 4,151 28,695

Graphite Capital Partners VIII Top Up Fund 20,000 1,295 2,565 20,000 1,295 2,181

Graphite Capital Partners VII 35,138 906 4,951 35,138 1,984 9,397

Graphite Capital Partners VII Top Up Fund 8,157 348 4 8,157 348 2,677

Graphite Capital Partners VII Top Up Fund Plus 4,158 300 2 4,158 300 2,388

Total 137,45 3 14,844 48,136 137,45 3 28,374 53,422

ICG Enterprise Trust Plc Annual Report and Accounts 202254

Investment policy

The objective of ICG Enterprise

Trust is to provide long-term

growth by investing in private

companies managed by leading

private equity managers.

INVESTMENTTYPE

ICG Enterprise Trust will typically

invest through:

• Primary Funds: commitments to private

equity funds during their initial fund raise.

• Secondary Funds: acquiring interests in

funds or investments after the fund’s initial

fund raise accessed either directly or

through a fund structure.

• Co-investments: investing alongside

leading private equity managers, or

directly, in specific private companies.

INVESTMENTSTAGE

The Company will predominantly gain

exposure to private companies which

are mature, cash generative, profitable

businesses and where the underlying private

equity manager exercises majority control.

ICG Enterprise Trust may invest in other

private markets strategies if it feels that these

opportunities would offer shareholders

similar risk-adjusted returns to its core

investment strategy. It does not expect

such investments to constitute a substantial

part of its investment programme.

PORTFOLIOCONSTRUCTION

ICG Enterprise Trust does not have any fixed

allocations to specific sectors or regions, but

aims to be broadly diversified by geography,

industry sector and year of investment.

The Company may invest in either equity

or debt instruments but expects that

underlying investments will mostly be in

equity instruments. It expects that the

majority of its returns will be derived from

capital appreciation.

ENVIRONMENTAL,SOCIALAND

GOVERNANCE‘ESG’MATTERS

ICG Enterprise Trust is committed to

its responsibility to its community and

environment and ESG matters are considered

as part of the investment process. ICG

Enterprise Trust aims to act responsibly and

cautiously as the guardian of its investors’

capital and ensures that ESG matters are

considered at all stages of the investment cycle.

QUOTEDSECURITIES

ICG Enterprise Trust may from time to

time have underlying interests in quoted

companies. This is typically due to companies

which were originally acquired as private

companies being listed on public markets

as part of an exit strategy. It may hold

these interests through a fund (where the

underlying manager is responsible for

exiting the investment) or directly.

ICG Enterprise Trust does not anticipate

acquiring new listed investments unless

directly related to the execution of its private

company investment strategy.

RISKDIVERSIFICATION

The Company will ensure that its interest

in any one portfolio company, taking into

account direct and indirect holdings, will

not exceed 15% of the Company’s total

investments at the time of initial acquisition

or subsequent addition. It is the Company’s

policy to invest no more than 10% of its gross

assets in other listed investment companies.

OVERCOMMITMENTANDUSE

OFCREDITFACILITIES

The Company intends to be overcommitted

in order to ensure a high level of investment.

The Company may from time to time draw

on its pre-agreed borrowing facilities to

fund investment drawdowns and ongoing

expenses of the Company. This allows

the Company to operate a more efficient

balance sheet by reducing the need to retain

large cash balances. ICG Enterprise Trust’s

objective is to be broadly fully invested,

while ensuring that there is 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. The level of

overcommitment is monitored regularly by the

Board and the Manager, taking into account

uninvested cash, the availability of bank

facilities, the projected timing of cash flows to

and from the Portfolio, and market conditions.

CASH

The Company holds cash on deposit with

UK regulated banks or invests it in debt

instruments or money market funds which

themselves invest in such instruments. These

investments are typically very liquid, with

high credit quality and low capital risk. The

Company will limit exposure to any one bank,

issuer or fund to 15% of gross assets.

COMPARATORINDEX

The Company’s comparator index is the

FTSE All-Share Index Total Return. The

Board considers that this provides the

most appropriate reference point for the

Company’s shareholders.

HEDGING

The Company holds investments and makes

fund commitments in currencies other

than sterling and is exposed to the risk of

movements in the exchange rate of these

currencies. From time to time the Company

may put in place hedging arrangements in

order to manage currency risk. The Company

may also from time to time consider hedging

certain other risks of the Company such as

equity market exposure or interest rate risk.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 55

Directors’ remuneration report

REMUNERATIONCOMMITTEE

As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination

of the directors’ fees is dealt with by the whole Board.

STATEMENTBYTHECHAIR

In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013,

the Company presents its Remuneration Policy and Remuneration Report separately.

The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the

directors are entitled to, and how this supports the Company’s long-term strategy and performance. Save as outlined below, all provisions

of this policy are expected to remain in effect until the Annual General Meeting in 2023 when the Company is next required to submit its policy

on the remuneration of its directors to the members.

The Remuneration Report sets out how the Remuneration Policy has been implemented in the year.

In accordance with the Remuneration Policy set out below, the Board performs an annual review of directors’ fees. The fees payable to the

directors for the year ended 31 January 2023 were considered in January 2022. An increase in fees of 3.5% was applied, in line with inflation

and market comparables.

TABLEOFREMUNERATIONBYROLE

Fee

Year ending

31 January 2023

Year ended

31 January 2022

Year ended

31 January 2021

Directors’ base fee

43,780 42,300 41,400

Chair of the Audit Committee 54,130 52,300 43,600

Chair of the Board 67,000 64,600 59,400

1 The fee includes all fees payable for service as a director and a member of the Audit Committee.

REMUNERATIONPOLICY

It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors in

the wider industry, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the Company’s

Articles of Association. It is not the Company’s policy to include an element of performance related pay; all fees are paid in cash rather than

any other instrument. The Remuneration Policy has been unchanged for a number of years and is unchanged since the last shareholder

approval at the 2020 Annual General Meeting.

The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total

of £350,000 per annum. An amendment to the Articles of Association will be proposed at the Annual General Meeting to amend this limitation

to take account of annual inflation and the number of directors on the Board.

The Company’s performance is compared to the FTSE All-Share Index Total Return as this is considered to be the most appropriate

comparator index. The level of fees for directors is reviewed annually by the Board.

The Board considers the Remuneration Policy to be effective in supporting the short and long-term strategic objectives of the Company by

ensuring that the Company continues to be able to recruit and retain non-executive directors who are suitably qualified and experienced to

supervise the Company’s affairs.

ICG Enterprise Trust Plc Annual Report and Accounts 202256

Share price performance

£0

£50

£100

£150

£200

£250

£300

£350

£400

£450

£500

ICG Enterprise Trust share price FTSE All-Share Index

Jan 2015Jan 2014Jan 2013Jan 2012 Jan 2016 Jan 2017 Jan 2018 Jan 2019

Jan 2022

Jan 2021Jan 2020

£426

£204

1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100.

Service contracts

It is not the Company’s policy to enter into service contracts with its directors. No director has a service contract with the Company.

The directors each serve under a letter of appointment.

Notice period and loss of office payment policy

The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any provision

of the Articles of Association. It is not the Company’s policy to enter into arrangements that entitle any of the directors to compensation for

loss of office. No director is entitled to any such compensation.

Statement of consideration of conditions elsewhere in the Company

The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees when

setting and implementing the Remuneration Policy.

Statement of consideration of shareholder views

The Company places great importance on communication with its shareholders. The Board confirms that no negative views were expressed

in relation to its Remuneration Policy during the year.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 57

Directors’ remuneration report continued

DIRECTORS’REMUNERATION

The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is indicated below.

The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended 31 January

2022 (2021: £nil).

Relative importance of spend on pay

The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to 31 January

2022 and the prior year. This disclosure is a statutory requirement. However, the directors consider that this comparison is not meaningful as

(a) the Company has no employees, and (b) its objective is to provide shareholders with long-term capital growth, and share buybacks and

the dividend form only a small part of total shareholders’ returns.

Components of remuneration package

Year ended

31 January 2022

£’000

Year ended

31 January 2021

£’000

Directors’ remuneration 262 251

Shareholder distributions

Dividends paid 18,500 15,822

Share buybacks 2,968 775

Total distributions to shareholders 21,197 16,597

Remuneration in the year (audited)

Fees

Taxable

benefits Total

Change in annual

fee over years ended

31 January

Name

2022

£’000

2021

£’000

2022

£’000

2021

£’000

2022

£’000

2021

£’000

2022

2021

Jane Tufnell

65 53 – – 65 53 22% 61%

Lucinda Riches

17 41 – – 17 41 (60)%

Alastair Bruce 52 44 – – 52 44 19% 0%

Gerhard Fusenig

3,4

42 41 2 – 44 41 7% 116%

Sandra Pajarola

42 41 2 – 44 41 7% (7)%

David Warnock

42 7 – – 42 7 504%

N/A

Jeremy Tigue

– 24 – – – 24 N/A (59)%

Total 260 251 4 – 264 251

1 Joined the Board in June 2019 and served for part of the year ended 31 January 2020.

2 Retired from the Board in June 2021 and served for part of the year ended 31 January 2022.

3 Joined the Board in September 2019 and served for part of the year ended 31 January 2020.

4 Gerhard Fusenig and Sandra Pajarola are resident in Switzerland and the Company has agreed to pay for

their costs of travel to London (including appropriate accommodation) to attend meetings of the Board.

5 Joined the Board in December 2020 and served for part of the year ended 31 January 2021.

6 Retired from the Board in June 2020 and served for part of the year ended 31 January 2021.

ICG Enterprise Trust Plc Annual Report and Accounts 202258

Directors’ shareholdings and share interests (audited)

The beneficial interests of the directors in the shares of the Company are shown below. There is no requirement for the directors to own

securities of the Company. Save as disclosed below, no director had any notifiable interest in the securities of the Company.

Name

Year ended

31 January 2022

Number of shares

Year ended

31 January 2021

Number of shares

Jane Tufnell 28,025 10,000

Alastair Bruce 25,000 19,000

Gerhard Fusenig 15,000 11,000

Sandra Pajarola 25,000 25,000

David Warnock 20,000 20,000

Total 113,025 85,000

Note that Lucinda Riches, who retired from the Board on 21 June 2021, held 20,000 shares at the date of her retirement and as at

31 January 2022. There has been no change in the number of shares held by the existing directors since the year end.

Statement of shareholder voting

The Remuneration Policy was last approved at the Annual General Meeting on 17 June 2020, with the following proxy votes cast:

Votes

Number %

For 19,855,520 98.56

Against 290,607 1.44

Withheld 229,378 –

At the Annual General Meeting held on 21 June 2021, a resolution to approve the Directors’ Remuneration Report for the year ended

31 January 2021 was passed with the following proxy votes cast:

Votes

Number %

For 21,370,636 98.51

Against 322,805 1.49

Withheld 315,097 –

The Board does not consider the numbers of votes against these resolutions to be significant.

Resolution to approve Directors’ Remuneration Report

A resolution to approve the Remuneration Report for the year ended 31 January 2022 will be put to the members at the forthcoming Annual

General Meeting.

On behalf of the Board:

Jane Tufnell

Chair

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 59

Report of the Audit Committee

The primary role of the Committee

is to review the financial statements,

the effectiveness and scope of the

external audit, and the risks to which

the Company is exposed and the

controls that mitigate those risks.

ALASTAIRBRUCE

Chair of the Committee

Introduction

The Audit Committee is comprised of five

non-executive directors: Alastair Bruce,

Gerhard Fusenig, Sandra Pajarola, Jane

Tufnell and David Warnock. All of the

members served throughout the year; in

addition, Lucinda Riches served on the

Committee until her retirement in June.

As set out on pages 46 and 47, the members

of the Committee have a range of recent

and relevant financial experience. They also

have relevant experience in the sector in

which the Company operates.

The Committee operates within written

terms of reference, which are available within

the Corporate governance section of the

Company’s website, clearly setting out its

authority and duties. The primary role of the

Committee is to review the interim and annual

financial statements, the effectiveness and

scope of the external audit, the risks to which

the Company is exposed and mitigating

controls, and compliance with regulatory

and financial reporting requirements.

The Committee also provides advice to the

Board on whether the Annual Report and

Accounts, taken as a whole, is fair, balanced

and understandable.

The Committee meets at least three times

a year. A quorum is any two of the members

of the Committee but full attendance at each

meeting is strongly encouraged.

Four meetings were held in the financial

year, and all were quorate. The Company’s

auditors, Ernst & Young LLP (‘EY’), attended

all meetings. The Committee also has direct

access to the auditors as necessary at other

times and the opportunity to meet the

auditors without the Manager being present.

The main matters discussed at these

meetings were the annual plan of the

auditors, the report of the auditors following

their audit, the effectiveness of the audit

process and the independence of the

auditors, the review of the Company’s

internal controls, the annual and interim

financial statements and the Company’s risk

management framework and principal risks.

SIGNIFICANTJUDGEMENTSINRELATION

TOTHEFINANCIALSTATEMENTS

Valuation of the investment Portfolio

In its review of the financial statements, the

Committee considers whether the investment

Portfolio is fairly valued. The valuation of the

Portfolio is predominantly based on third-

party managers’ valuations. Before the year

end, the Committee discussed the valuation

process in detail with the Manager and

reviewed the plan of the external auditors to

ensure that it was appropriately designed

Key responsibilities

Reviewing the interim and annual financial statements, the

effectiveness and scope of the external audit, the risks to which

the Company is exposed and mitigating controls, and compliance

with regulatory and financial reporting requirements.

Committee members

Alastair Bruce (Chair of the Committee)

Gerhard Fusenig

Sandra Pajarola

Jane Tufnell

David Warnock

Committee activities

4 meetings held in the financial year; all were quorate

Oversight of audit conducted by the Company’s auditors

Continued review and scrutiny of valuations

1 The FRC have asked us to make clear the limitations of its review are as follows:

The FRC’s review is based solely on the Annual Report and Accounts and does not

benefit from detailed knowledge of the business or an understanding of the underlying

transactions entered into. The FRC’s letter provides no assurance that the Annual

Report and Accounts are correct in all material respects; the FRC’s role is not to verify

the information provided but to consider compliance with reporting requirements.

ICG Enterprise Trust Plc Annual Report and Accounts 202260

to provide assurance over the valuation

of the Portfolio. This has been an area of

heightened consideration for the last two

years as a result of the COVID-19 pandemic,

which led to considerable uncertainty in

valuations across the market during the

prior financial year. The Committee has

been satisfied with the process established

by the Manager. After the year end, the

Manager reported the results of the valuation

process, including the sources of valuation

information and the methodologies used.

The auditors separately reported the results

of their audit work to the Committee. The

Committee concluded that the valuation

process had been properly carried out and

that the investment Portfolio had been fairly

valued in accordance with IFRS, in line with

International Private Equity and Venture

Capital Valuation Guidelines.

Going concern and viability

In order to support the Board in determining

that it is appropriate to continue to adopt

the going concern basis of preparation of

the Company’s financial statements, the

Committee has challenged and assessed the

key assumptions underpinning that decision.

This included:

• an assessment of the Company’s business

activities, as set out in the Chair’s

statement on pages 10 and 11 and the

Manager’s review on pages 12 to 19;

• the Company’s principal risks and their

mitigants, as noted on pages 40 to 43; and

• the Company’s ability to manage its

liquidity and overcommitment levels over

the period of 12 months and longer from

the date of this report, incorporating the

Company’s balance sheet and cash flow

projections provided by the Manager.

These projections included scenarios

with varying levels of Portfolio gains and

losses, fund drawdowns and realisations,

availability of the credit facility, exchange

rates, and possible remedial action that the

Company could undertake if required in the

event of significant Portfolio declines and/

or reductions in liquidity. Further details

around liquidity risk and overcommitment

risk are detailed on page 86 within the notes

to the financial statements. Accordingly,

the Committee was satisfied that the ‘going

concern’ basis of accounting remained

appropriate for the Company.

OTHERMATTERS

During the year the FRC

advised the

Company that they had carried out a review

of the Annual Report and Accounts for the

year ended 31 January 2021. The Committee

has overseen the review and implementation

of their recommendations, as appropriate.

The FRC had no further queries.

Auditing standards require the auditors to

identify and consider the risks of material

misstatement, including fraud in revenue

recognition and of management override

of internal controls. The auditors also focus

on a number of key audit matters that, in the

auditor’s professional judgement, were of

most significance in the audit of the financial

statements of the current period.

Following a thorough review, and discussion

with the Manager and the auditors, the

Committee has advised the Board that the

Annual Report and Accounts for the year

ended 31 January 2022, 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.

INTERNALCONTROLSANDNEEDFOR

ANINTERNALAUDITFUNCTION

The Board has overall responsibility for

the Company’s systems of internal controls

and for reviewing their effectiveness. The

purpose of the controls is to ensure that the

assets of the Company are safeguarded,

proper accounting records are maintained

and the financial information used within the

business and for publication is reliable.

The Committee regularly reviews, identifies

and evaluates the risks taken by the Company

to allow them to be appropriately managed.

All of the Company’s day-to-day

management functions are delegated to the

Manager which has its own internal control

and risk monitoring arrangements. The

Committee makes a regular assessment of

these arrangements, with reference to the

Company’s risk matrix.

The Committee also reviewed a Statement

of Internal Controls for the year to 31 January

2022 which sets out the key internal controls

over the administration of the Company’s

investments and received a report, based

on agreed-upon procedures, from the

Manager’s internal audit function.

In accordance with the Alternative Investment

Fund Managers Directive (‘the Directive’),

the Company has appointed Aztec Financial

Services (UK) Limited (‘the Depositary’) as

depositary. The Depositary’s responsibilities

include the monitoring of the cash flows

of the Company, the safekeeping of the

Company’s assets, and the general oversight

of the Company including its compliance with

its investment policy. The Audit Committee

has reviewed the Depositary’s reports for

the period from 1 February 2021 to

31 January 2022, that set out the testing and

procedures carried out by the Depositary to

satisfy itself that it is fulfilling its obligations,

and that the Company was operating in

accordance with the Directive. The reports

did not identify any issues.

The Committee considers, therefore, that

an internal audit function specific to the

Company is unnecessary.

AUDITINDEPENDENCEAND

EFFECTIVENESS

EY were appointed as auditors for the year

ended 31 January 2022 at the Annual General

Meeting in 2021. The Company has complied

with the terms of the September 2014

Competition and Markets Authority Order,

including in respect of audit tendering.

The Audit Committee has reviewed the

provision of non-audit services and believes

them to be cost-effective and not an impediment

to the auditor’s objectivity and independence.

Details of the total fees paid to EY by the

Company are set out in Note 4 to the financial

statements. In the year ended 31 January 2022,

£39k (2021: £34k) in respect of non-audit

services was payable to the auditors for

agreed upon procedures. It has been agreed

that all non-audit work to be carried out by the

external auditors must be approved in advance

by the Audit Committee, and in line with the

latest guidelines for the provision of non-audit

services by the Company’s auditors.

The Committee reviews the performance

of the auditors each year. The Committee

considers a range of factors including the

quality of service, their expertise and the

level of audit fee.

The 2022 year-end audit was EY’s third

as auditors and oversight of their work

has been a key focus of the Committee

during the year. The Committee has been

pleased with the work undertaken by

both the Manager and EY as the financial

cycle somewhat normalised following the

challenging circumstances of the pandemic.

We look forward to continuing to build on the

relationship with EY and the fresh insights

that they will bring to the Committee.

The Committee accordingly recommends

that Ernst & Young LLP be appointed

auditors for the year ending 31 January 2023.

I would be pleased to discuss the work of the

Committee with any shareholder.

Alastair Bruce

Chair of the Audit Committee

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 61

Additional disclosures required by the Alternative

Investment Fund Managers Directive (unaudited)

The Company is an alternative

investment fund (‘AIF’) for the

purposes of the Alternative

Investment Fund Managers

Directive (Directive 2011/61/

EU) (‘AIFMD’) and the Manager

was appointed as its alternative

investment fund manager (‘AIFM’)

for the purposes of the AIFMD.

The Directive requires certain disclosures

to be made in the Annual Report of the

Company. Many of these disclosures

are included in other sections of the

Annual Report and Accounts, principally

the Strategic Report (pages 1 to 43),

Governance (pages 44 to 63) and Financial

Statements (pages 64 to 90). This section

completes the disclosures required

by the Directive.

ASSETSSUBJECTTOSPECIAL

ARRANGEMENTS

The Company holds no assets subject to

special arrangements arising from their

illiquid nature which are unusual within the

context of the fund.

LEVERAGE

The Company has no borrowings and

therefore is not currently levered. The

Company will not employ leverage in

excess of 30% of its gross asset value.

PROFESSIONALLIABILITYOF

THEMANAGER

In accordance with the requirements of

the Directive, the Manager holds additional

capital to cover potential professional

liability risks. In addition, the Manager

holds professional indemnity insurance.

REDEMPTIONRIGHTS

The shares of the Company are listed on the

London Stock Exchange.

Shareholders may buy and sell shares on that

market. As the Company is closed ended,

shareholders do not have the right to redeem

their investment.

FAIRTREATMENTOFSHAREHOLDERS

The Manager is governed by a board

consisting of both non-executive and

executive directors which oversees and

manages the ICG Group of which the

Manager is part. ICG has a number of

committees that assist in this regard,

together with a risk function that through a

risk framework assists in the identification,

control and mitigation of the ICG Group’s

risks. This includes, but is not limited to, the

fair treatment of the ICG Group’s regulatory

clients, fund investors and corporate

investors. Details of ICG’s governance and

risk framework can be found in ICG’s annual

report which is available on request or at

www.icgam.com.

RISKPROFILEANDRISKMANAGEMENT

The risks and uncertainties facing the

Company are regularly reviewed by the

Board, the Audit Committee and the

Manager. The principal risks faced by the

Company and the approach to managing

those risks are set out in Principal risks and

uncertainties (pages 40 to 43).

The sensitivity of the Company to market,

credit and investment, and capital risk

is discussed in Note 17 of the financial

statements (page 86). The risk limits

currently in place in respect of the

diversification of the Portfolio and credit

risk are set out in the Investment policy

(page 55).

MATERIALCHANGES

There have been no material changes

in relation to the matters described in

Article 23 of the Directive.

REMUNERATION

Under the AIFMD, we are required to make

disclosures relating to remuneration of

certain employees working for the Manager,

which acted as manager of the Company

throughout the year ended 31 January 2022.

Amount of remuneration paid

The relevant disclosures are available on the

Company’s website.

Co-investment Incentive Scheme

The incentive paid by the Company during

the year ended 31 January 2022 is disclosed

in Note 9 to the financial statements.

Remuneration and incentivisation policies

and practices

The overriding principle governing the

Manager’s remuneration decisions is

that awards, in particular of variable

remuneration, do not encourage risk taking

which is inconsistent with the investment

objectives (and therefore risk profiles)

of the funds managed by the Manager.

Remuneration consists of salary, bonus and

co-investment incentives.

The co-investment incentive arrangements

are intended to closely align the interests of

shareholders and the Manager – under these

arrangements, payments may only be made

when investment profits have been realised

in cash. The operation of these arrangements

is set out in the Report of the Directors on

pages 52 to 54.

The Manager has a remuneration committee

which takes remuneration decisions. The

committee takes into account the short and

long-term performance of the Manager,

of the funds managed by the Manager,

and of individuals.

ICG Enterprise Trust Plc Annual Report and Accounts 202262

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

Companies Act 2006 and the Statement

of Recommended Practice (‘SORP’) for

investment trusts issued by the Association

of Investment Companies in April 2021.

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, whose names and

functions are listed on pages 46 and 47,

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

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 63

Independent auditor’s report to the members of ICG Enterprise Trust Plc

OPINION

We have audited the financial statements of ICG Enterprise Trust Plc (‘the Company’) for the year ended 31 January 2022 which comprise the

Income Statement, Balance Sheet, Cash Flow Statement and Statement of Changes in Equity and the related notes 1 to 19, including a summary

of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted

international accounting standards.

In our opinion, the financial statements:

• give a true and fair view of the Company’s affairs as at 31 January 2022 and of its profit for the year then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

BASISFOROPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENDENCE

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements

in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of

the Company in conducting the audit.

CONCLUSIONSRELATINGTOGOINGCONCERN

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation

of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going

concern basis of accounting included the following procedures:

• We made enquiries of the Audit Committee and the Manager to determine whether, in their opinion, they had any knowledge of events

or conditions beyond the period of the Directors’ assessment that may cast significant doubt on the Company’s ability to continue as a

going concern.

• We obtained the Directors’ going concern assessment, including the impact of the COVID-19 pandemic, and validated that the assessment

covers a period of at least 12 months from 11 May 2022, the date of approval of the financial statements.

• We obtained the forecasts prepared by ICG Alternative Investment Limited (‘the Manager’), estimating future investment portfolio valuation

movements and cash flows, underpinning the Directors’ assessment of going concern. We challenged the sensitivities and assumptions

used in the forecasts, including comparing assumptions of future cash flows and portfolio valuation movements to historical data.

• We obtained the stress testing and reverse stress testing performed by the Manager and challenged the appropriateness and

severity of stresses applied, through comparison to market and historical data. We validated the standing data used by agreeing

this to supporting documentation.

• We made enquiries of the Audit Committee and the Manager to determine whether, in their opinion, there is any material uncertainty

regarding the Company’s ability to pay liabilities and commitments as they fall due over the period of 12 months from the date of approval

of the financial statements, and challenged this assessment.

• We obtained the legal agreements to validate the existence of the multi-currency revolving credit facility entered into by the Company

during the year and agreed key terms to the assumptions and calculations in the going concern assessment and supporting stress testing.

We recalculated the relevant covenants for each quarter-end in the going concern assessment period based on these key terms.

• We validated that the disclosures made in the Annual Report and Accounts regarding the Company’s ability to continue as a going concern

are consistent with our understanding of the business and with the assumptions and calculations which underpin the Directors’ assessment

of going concern.

ICG Enterprise Trust Plc Annual Report and Accounts 202264

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least 12 months from

11 May 2022, when the financial statements are authorised for issue.

In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate

to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this

report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability

to continue as a going concern.

OVERVIEWOFOURAUDITAPPROACH

Key audit matters • Risk of incorrect valuation of unquoted investments.

• Risk of inaccurate recognition of realised and change in unrealised gains/(losses) on unquoted investments.

Materiality • Overall materiality of £11.58m which represents 1% of net assets.

ANOVERVIEWOFTHESCOPEOFOURAUDIT

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for

the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the

Company and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to

be performed. All audit work was performed directly by the audit engagement team.

CLIMATECHANGE

There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined that

the impact of climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, may impact the

value of the Company’s Portfolio. This is explained on page 41 in the Principal risks and uncertainties section of the Strategic Report, which

forms part of the ‘Other information’, rather than the audited financial statements. Our procedures on these disclosures therefore consisted

solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the

audit or otherwise appear to be materially misstated.

Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements as set

out in note 1(a) and the conclusion that there was no further impact of climate change to be taken into account as the investments are valued

based on market pricing as at the year-end as required by IFRS. We also challenged the Directors’ considerations of climate change in their

assessment of going concern and viability and associated disclosures.

KEYAUDITMATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements

of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.

These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing

the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in

our opinion thereon, and we do not provide a separate opinion on these matters.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 65

RISK OUR RESPONSE TO THE RISK

KEY OBSERVATIONS

COMMUNICATED TO

THE AUDIT COMMITTEE

Risk of incorrect valuation of

unquoted investments (2022:

£1,123.7m, 2021: £871.9m)

Refer to the Audit Committee Report

(pages 60 and 61); Accounting

policies (pages 74 to 77); and notes

10 and 17 of the Financial Statements

(pages 81 and 86).

The unquoted investment portfolio

is material to the financial statements

and consists of illiquid private

equity fund investments and direct

co-investments into private

companies. The Company also has six

subsidiary undertakings, held at fair

value under IFRS 10, which invest into

the same unquoted investments.

The valuations of unquoted investments

do not have observable inputs that

reflect quoted prices in active markets

and are therefore subjective, increasing

the likelihood of error.

The net assets of each investment

are provided to the Company by

the fund managers or sponsors

of the investee companies and any

necessary adjustments are made by

the Administrator, for example cash

flow adjustments for drawdowns and

distributions between the date of the

valuation provided and the year-end

date of the Company. The valuations

are then reviewed by the Manager

and the Directors.

As of 31 January 2022, the Company’s

investment portfolio consisted of

private equity fund investments of

£124.9m (2021: £442.7m), direct

co-investments of £66.3m (2021:

£161.7m) and subsidiary undertakings

of £932.5m (2021: £267.6m).

We performed the following procedures:

We obtained an understanding of and evaluated the design and

implementation of processes and controls around the unquoted

investment valuations by performing a walkthrough.

We obtained the valuation policy applied by the Company and

validated compliance with the International Private Equity and

Venture Capital Guidelines December 2018.

For a sample of unquoted investments held within the Company

and its subsidiaries, we performed the following procedures

to gain assurance over the valuation:

• we independently obtained the most recently available

third-party valuations and agreed the valuations to the value

per the accounting records;

• where the most recently available third-party valuation was

not at the reporting date, we obtained details of the cash flow

adjustments made to fair value by management, in addition to the

underlying quoted adjustments on a look through basis, and agreed

these to supporting documentation and bank statements; and

• we verified the reasonableness of all foreign exchange rates used

by comparison to an independent source.

Subsequent to the finalisation of the investment valuations, we

obtained updated capital account statements and other financial

information relevant to the valuation of the unquoted investments

received by the Manager, to establish if any material valuation

differences arose.

We challenged the Manager’s procedures to determine whether

events and circumstances that occurred between the date of the

third-party valuations provided and the reporting date of the

Company had an impact on the valuation of the investment portfolio.

We reviewed the minutes of the Valuation Committee meetings and

held discussions with key personnel at the Manager to discuss the

performance of the portfolio for the year.

We performed the following procedures to gain assurance over

the reliability of the unaudited capital account statements:

• for a sample of investments where the valuation was based on

unaudited capital account statements, we assessed their reliability

by comparing the Net Asset Value (‘NAV’) per the latest audited

financial statements to the NAV per the unaudited capital account

statement for the same quarter; and

• we obtained a sample of relevant underlying audited financial

statements, inspecting the GAAP applied and accounting policies

on key areas impacting the NAV and comparing these to IFRS. We

ensured that the auditor was registered with the appropriate local

accounting body.

The results of our

procedures are:

We identified no material

misstatements in relation

to the risk of incorrect

valuation of unquoted

investments.

Independent auditor’s report to the members of ICG Enterprise Trust Plc continued

ICG Enterprise Trust Plc Annual Report and Accounts 202266

RISK OUR RESPONSE TO THE RISK

KEY OBSERVATIONS

COMMUNICATED TO

THE AUDIT COMMITTEE

Risk of inaccurate recognition

of realised (2022: (£12.7m), 2021:

(£17.1m)) and change in unrealised

(2022: £162.3m, 2021: £165.4m) gains/

(losses) on unquoted investments

Refer to the Accounting policies

(pages 74 to 77); and note 10 of the

Financial Statements (page 81).

Gains or losses on investments

originate from the capital distributions

and capital gains for investments

during the year. Total gains are

calculated as the difference between

the movement in cost against carrying

value during the year and the net

proceeds, after deducting cost

adjustments incidental to the sales.

There is a manual calculation

performed by the Manager for

recognising gains and losses as

realised or unrealised, based on the

Company’s revenue recognition

accounting policy.

There is a risk that the manual

calculations of realised and change

in unrealised gains and losses on

unquoted investments are incorrectly

calculated by the Manager, which could

lead to the disclosures regarding the

capital element of the Income Statement

and the Statement of Changes in Equity

being materially misstated.

The realised gains and losses

recorded by the Company during the

year could directly affect the dividend

which is paid to shareholders and

thus the perceived performance and

share price of the Company. There

could therefore be an incentive to

misstate the realised gains to

manipulate the dividend payment.

For the year ended 31 January 2022,

the Company reported £162.3m

(2021: £165.4m) of unrealised gains

and (£12.7m) of realised losses (2021:

(£17.1m) of realised losses) on the

portfolio of unquoted investments.

We performed the following procedures:

We obtained an understanding of and evaluated the design and

implementation of the processes and controls around the recognition

of realised and change in unrealised gains/(losses) by performing

a walkthrough.

To validate the inputs into the manual calculation:

• we recalculated the change in unrealised gain/(loss) for a sample

of investments based on the fair value of the investments audited

as part of our investments testing;

• we agreed a sample of purchases and sales of investments during

the year to call and distribution notices, or to secondary sales

documentation, and bank statements; and

• we agreed the inputs in the realised gains/(losses) calculation

for a sample of investments to independently obtained capital

account statements.

We performed an assessment for all gains/(losses) on whether all

gains or losses on unquoted investments are deemed as realised or

unrealised, based on the Company’s accounting policy, and agreed

this to the Company’s assessment.

We verified that the calculation for identifying realised gains and

losses was in line with the documented accounting policy in the

Annual Report and Accounts and validated that the policy is in

compliance with IFRS 9.

To address the risk of management override, we tested the

appropriateness of journal entries and other adjustments made

in the recording of gains/(losses) on fair value.

The results of our

procedures are:

We are satisfied that there

are no material misstatements

in relation to the risk of

inaccurate recognition of

realised and change in

unrealised gains/(losses)

on unquoted investments.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 67

OURAPPLICATIONOFMATERIALITY

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and

in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic

decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Company to be £11.58m (2021: £9.52m), which is 1% (2021: 1%) of net assets. We believe that net assets

provide us with materiality aligned to the key measurement of the Company’s performance.

There have been no changes to the materiality basis from the prior year.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our judgement was that

performance materiality was 50% (2021: 75%) of our planning materiality, namely £5.78m (2021: £7.14m). We have set performance materiality

at this percentage due to the corrected and uncorrected misstatements identified in the prior year audit, some of which were above our

Planning Materiality. We considered that the misstatements identified imply that there is a higher likelihood of misstatement in the current year

audit, and we therefore reduced our performance materiality.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.6m (2021: £0.5m), which

is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other

relevant qualitative considerations in forming our opinion.

OTHERINFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report

thereon. The Directors are responsible for the other information contained within the Annual Report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the

financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other

information, we are required to report that fact.

We have nothing to report in this regard.

OPINIONSONOTHERMATTERSPRESCRIBEDBYTHECOMPANIESACT2006

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared

is consistent with the financial statements; and

• the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.

MATTERSONWHICHWEAREREQUIREDTOREPORTBYEXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not

identified material misstatements in the Strategic Report or Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us;

• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records

and returns;

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

CORPORATEGOVERNANCESTATEMENT

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting set out on page 51;

• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set

out on page 51;

Independent auditor’s report to the members of ICG Enterprise Trust Plc continued

ICG Enterprise Trust Plc Annual Report and Accounts 202268

• Directors’ statement on fair, balanced and understandable set out on page 63;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 38 to 43;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out

on page 61; and,

• The section describing the work of the Audit Committee set out on page 60.

RESPONSIBILITIESOFDIRECTORS

As explained more fully in the Directors’ responsibilities statement set out on page 63, the Directors are responsible for the preparation

of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine

is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend

to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’SRESPONSIBILITIESFORTHEAUDITOFTHEFINANCIALSTATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of

not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,

or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company

and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most

significant are those that relate to the reporting framework (UK-adopted international accounting standards, the Companies Act 2006, the

Listing Rules, the UK Corporate Governance Code, Section 1158 of the Corporation Tax Act 2010, The Companies (Miscellaneous Reporting)

Regulations 2018, and The Statement of Recommended Practice for the Financial Statements of Investment Trust Companies as issued by the

Association of Investment Companies).

• We understood how the Company is complying with those frameworks through discussions with members of the Manager and the

Non-Executive Directors including the Chairman of the Audit Committee, in addition to the review of board minutes, committee minutes,

and papers provided to the Audit Committee.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering

the key risks impacting the financial statements. We identified fraud and management override risks in relation to the inaccurate recognition of

realised and change in unrealised gains/(losses) on unquoted investments. Our audit procedures stated above in the ‘Key audit matters section’

of this auditor’s report were performed to address this identified fraud risk.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures

involved review of the reporting to the Directors with respect to the application of the documented policies and procedures and review of the

financial statements to ensure compliance with the reporting requirements of the Company.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website

at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

OTHERMATTERSWEAREREQUIREDTOADDRESS

• Following the recommendation from the Audit Committee, we were appointed by the Company at its Annual General Meeting on 27 June 2019

to audit the financial statements for the year ended 31 January 2020 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals and reappointments is three years, covering the years ended

31 January 2020 to 31 January 2022.

• The audit opinion is consistent with the additional report to the Audit Committee.

USEOFOURREPORT

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Denise Davidson

(Senior statutory auditor)

for and on behalf of Ernst & Young LLP

Statutory Auditors

London

11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 69

Income statement

Year to 31 January 2022 Year to 31 January 2021

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 2, 10 5,501 240,030 245,531 6,523 184,071 190,594

Deposit interest 2 2 – 2 26 – 26

Other income 2 – – – 45 – 45

Foreign exchange gains and losses – (980) (980) – (799) (799)

5,503 239,050 244,553 6,594 183,272 189,866

Expenses

Investment management charges 3 (1,342) (12,075) (13,417) (2,682) (8,046) (10,728)

Other expenses 4 (2,383) (2,263) (4,646) (2,129) (1,941) (4,070)

(3,725) (14,338) (18,063) (4,811) (9,987) (14,798)

Profit before tax 1,778 224,712 226,490 1,783 173,285 175,068

Taxation 6 – – – – – –

Profit for the period 1,778 224,712 226,490 1,783 173,285 175,068

Attributable to:

Equity shareholders 1,778 224,712 226,490 1,783 173,285 175,068

Basic and diluted earnings per share 7 329.97p 254.53p

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.

The notes on pages 74 to 90 form an integral part of the financial statements.

ICG Enterprise Trust Plc Annual Report and Accounts 202270

Balance sheet

Notes

31 January

2022

£’000

31 January

2021

£’000

Non-current assets

Investments held at fair value 9, 10, 17 1,123,747 907,562

Current assets

Cash and cash equivalents 11 41,328 45,143

Receivables 12 2,205 162

43,533 45,305

Current liabilities

Payables 13 9,303 851

Net current assets 34,230 44,454

Total assets less current liabilities 1,157,977 952,016

Capital and reserves

Share capital 14 7,292 7,292

Capital redemption reserve 2,112 2,112

Share premium 12,936 12,936

Capital reserve 1,135,637 929,676

Revenue reserve – –

Total equity 1,157,977 952,016

Net asset value per share (basic and diluted) 15 1,690.1p 1,384.4p

The notes on pages 74 to 90 form an integral part of the financial statements.

The financial statements on pages 70 to 90 were approved by the Board of Directors on 11 May 2022 and signed on its behalf by:

Jane Tufnell Alastair Bruce

Director Director

11 May 2022 11 May 2022

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 71

Notes

Year to

31 January

2022

£’000

Year to

31 January

2021

£’000

Operating activities

Sale of portfolio investments 100,982 147,545

Purchase of portfolio investments (75,125) (86,134)

Net cash flows to subsidiary investments (2,524) (6,486)

Interest income received from portfolio investments 3,647 1,231

Dividend income received from portfolio investments 1,854 5,445

Other income received 2 71

Investment management charges paid (6,207) (10,334)

Other expenses paid (1,570) (1,419)

Net cash inflow/(outflow) from operating activities 21,059 49,919

Financing activities

Bank facility fee (3,318) (1,410)

Interest paid (50) (440)

Credit facility utilised – 40,000

Credit facility repaid – (40,000)

Purchase of shares into treasury (2,679) (775)

Equity dividends paid 8 (17,849) (15,822)

Net cash outflow from financing activities (23,896) (18,447)

Net increase/(decrease) in cash and cash equivalents (2,837) 31,472

–

Cash and cash equivalents at beginning of year 11 45,143 14,470

Net increase/(decrease) in cash and cash equivalents (2,837) 31,472

Effect of changes in foreign exchange rates (978) (799)

Cash and cash equivalents at end of year 11 41,328 45,143

The notes on pages 74 to 90 form an integral part of the financial statements.

Cash flow statement

ICG Enterprise Trust Plc Annual Report and Accounts 202272

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 2022

Opening balance at 1 February 2021 7, 292 2,112 12,936 442,063 487,613 – 952,016

Profit for the year and total

comprehensive income – – – 59,554 165,158 1,778 226,490

Dividends paid or approved – – – (16,071) – (1,778) (17,849)

Purchase of shares into treasury – – – (2,679) – – (2,679)

Closing balance at 31 January 2022 7,292 2,112 12,936 482,867 652,770 – 1,157,977

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

The notes on pages 74 to 90 form an integral part of the financial statements.

Statement of changes in equity

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 73

1ACCOUNTINGPOLICIES

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.

(a) Basis of preparation

The financial information for the year ended 31 January 2022 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 April 2021.

IAS 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 on pages 52 to 54.

Going concern

In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial position and

prospects of the Company over the next 12 months. The Company’s business activities, together with factors likely to affect its future development,

performance, position and cash flows, are set out in the Chair’s statement on pages 10 and 11, and the Manager’s review on pages 12 to 19.

As part of this review, the Board assessed the potential impact of principal risks and the COVID-19 pandemic on the Company’s business

activities, the Company’s cash position, the availability of the Company’s credit facility and compliance with its covenants, and the Company’s

cash flow projections.

Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall due until,

at least, 31 May 2023, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate to continue to

adopt the going concern basis of preparation of the Company’s financial statements.

Climate change

In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of the climate

change risks identified in the Principal risks and uncertainties section of the Strategic Report and the impact of climate change risk on the

valuation of investments.

These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were they

expected to have a significant impact on the Group’s going concern or viability.

Accounting policies

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). During the year the Company changed the allocation of

expenses, see note 1(i) and note 3.

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

As a result, the Company’s controlled structured entities (‘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 with LIBOR publication

ceasing on 31 December 2021. The impact on the Company was immaterial.

Notes to the financial statements

ICG Enterprise Trust Plc Annual Report and Accounts 202274

(b) Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss; and at amortised cost. The classification

depends on the purpose for which the financial assets were acquired. The classification of financial assets is determined at initial recognition.

Financial assets at fair value through profit or loss

The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets are measured

at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in note 1(c).

Financial assets at amortised cost

Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive contractual

cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method. The Company’s

financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet.

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. All investments are fair valued in line with IFRS 13

‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’)

valuation guidelines. 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 note 17.

Unquoted investments

Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted

investments as determined by the third-party investment manager of those funds. The third-party investment manager performs periodic

valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to determine

enterprise value in line with IPEV Guidelines. In the absence of contrary information, these net asset valuations received from the third-party

investment managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination of the fair values of the

unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee to determine the capability

and track record 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.

Adjustments may be made to the net asset values provided or an alternative method may be 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 macro-economic 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 controlled structured entities (‘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 (the ‘Manager’) 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 on pages 52 to 54. At 31 January 2022, 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/structured entities as they are managed by other third parties.

(d) Receivables

Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will be

amortised over the life of the facility on a straight-line basis.

(e) Payables

Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 75

1ACCOUNTINGPOLICIESCONTINUED

(f) Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less.

(g) Dividend distributions

Dividend distributions to shareholders are recognised in the period in which they are paid.

(h) Income

When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised on a time

apportionment basis.

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where

no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established.

UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax. Income distributions

from funds are recognised when the right to distributions is established.

(i) Expenses

All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent with

the SORP, with the following exceptions:

• Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column.

• The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Effective 1 February 2021 the

Company made changes to its expenses accounting estimate on a prospective basis. In prior periods investment management and bank

facility charges were being allocated 75% to the capital column of the income statement and 25% to the revenue column. On reassessment of the

Company’s long-term total returns the Board agreed that an allocation of 90% to the capital column and 10% to the revenue column would

better reflect the Company’s current and future return profile. Other expenses are allocated to the capital column where a clear connection

with the maintenance or enhancement of the value of investments can be demonstrated. In accordance with the SORP, no changes to the prior

period are required.

• All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)).

(j) Taxation

Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.

Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect

of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates.

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet

liability method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is

probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not

recognised in respect of tax losses carried forward to future periods.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised.

Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which

case the deferred tax is also dealt with in equity.

(k) Foreign currency translation

The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the Company operates.

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance

sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance sheet date.

Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at fair value in

the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within foreign exchange gains

and losses in the income statement.

(l) Revenue and capital reserves

The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital return

component of total income is taken to the capital reserve within the statement of changes in equity.

Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken to

the realised capital reserve (see note 1(i)). Changes in the valuations of investments which are held at the year end and unrealised exchange

differences are accounted for in the unrealised capital reserve.

The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and

share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202276

(m) Treasury shares

Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled.

(n) Critical estimates and assumptions

Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other

factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the

related actual results.

In preparing the financial statements, the Directors have considered the impact of climate change on the key estimates within the

financial statements.

The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities

relate to the valuation of unquoted investments. Unquoted investments are primarily the Company’s investments in unlisted funds, managed

by third-party investment fund managers and ICG. As such there is significant estimation in the valuation of the unlisted fund at a point in time.

Note 1(c) sets out the accounting policy for unquoted investments. The carrying amount of unquoted investments at the year end is disclosed

within Note 10.

The Directors’ considerations of climate risk in respect of this key estimate did not have a material impact on the financial reporting

judgements and estimates in the current year. This reflects the consideration that climate risk is not expect to have a significant impact on the

Company’s short and medium-term cash flows including those considered in the going concern and viability assessments.

(o) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief

operating decision maker who is responsible for allocating resources and assessing performance of the segments has been identified as the

Board. It is considered that the Company’s operations comprise a single operating segment.

2INVESTMENTRETURNS

Year ended

31 January

2022

£’000

Year ended

31 January

2021

£’000

Income from investments

UK investment income – 1,367

Overseas interest and dividends 5,501 5,156

5,501 6,523

Deposit interest on cash 2 26

Other – 45

2 71

Total income 5,503 6,594

Analysis of income from investments

Quoted overseas – –

Unquoted 5,501 6,523

5,501 6,523

3INVESTMENTMANAGEMENTCHARGES

Management fees paid to ICG for managing the Enterprise Trust amounted to 1.25% (2021: 1.29%) of the average net assets in the year.

This movement is due to an increase in the relative value of fee-bearing assets and commitments compared to non-fee bearing assets and

commitments. The management fee charged for managing the Company remains at 1.4% (2021: 1.4%) of the fair value of invested assets and

0.5% (2021: 0.5%) of outstanding commitments, in both cases excluding funds managed by Graphite Capital (the Former Manager) and ICG.

No fee is charged on cash or liquid asset balances. The allocation of the total investment management charge was changed from 1 February 2021

with 90% allocated to capital and 10% allocated to revenue in the year ended 31 January 2022 (2021: 75%:25%).

The amounts charged during the year are set out below.

Year ended 31 January 2022 Year ended 31 January 2021

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Investment management charge 1,342 12,075 13,417 2,682 8,046 10,728

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 77

3INVESTMENTMANAGEMENTCHARGESCONTINUED

The Company and its subsidiaries also incur management fees in respect of its investment in funds managed by members of ICG on an

arms-length basis.

Year ended

31 January

2022

£’000

Year ended

31 January

2021

£’000

ICG Strategic Equity Fund IV 389 –

ICG Strategic Equity Fund III 320 379

ICG Europe Fund VII 318 432

ICG Europe VIII 266 –

ICG Europe Mid-Market Fund 84 224

ICG Europe Fund VI 71 138

ICG Asia Pacific III 38 29

ICG Recovery Fund 2008B 31 54

ICG Europe Fund V 20 35

ICG Strategic Secondaries Fund II – 185

ICG European Fund 2006B – 63

ICG North American Private Debt Fund III – –

1,537 1,539

4OTHEREXPENSES

The Company did not employ any staff in the year to 31 January 2022 (2021: none).

Year ended 31 January 2022 Year ended 31 January 2021

£’000 £’000 £’000 £’000

Directors’ fees (see note 5) – 262 – 251

Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 156 117 –

Fees payable to the Company’s auditors and its associates for other services:

– Audit of the accounts of the subsidiaries 122 82 –

– Audit-related assurance services 39 34 –

Total auditor’s remuneration

317 233

Administrative expenses 1,503 963

2,082 1,447

Bank facility costs allocated to revenue 252 546

Interest expense allocated to revenue 50 136

Expenses allocated to revenue 2,383 2,129

Bank facility costs allocated to capital 2,263 1,941

Total other expenses 4,646 4,070

1 The auditors of the Company have additionally provided £13k (2021: £13k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical

Standards. The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been charged to the Manager of the Company.

While Auditor’s remuneration has increased during the year, this reflects both an increase in scope following the establishment of ET Holdings

LP and an inflationary increase consistent with what has been observed within the market.

Included within Total other expenses above are £2.6m of costs related to financing and £0.3m of other expenses which are non-recurring

and are excluded from the Ongoing Charges as detailed in the Glossary on page 96.

Professional fees of £0.1m (2021: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on

investments held at fair value.

5DIRECTORS’REMUNERATIONANDINTERESTS

The fees paid by the Company to the directors and the directors’ interests in the share capital of the Company are shown in the Directors’

Remuneration Report on pages 56 to 59. No income was received or receivable by the directors from any other subsidiary of the Company.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202278

6TAXATION

In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 19%, principally due to the Company’s

status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the

tax charge are shown in note 6(b) below.

The UK Government has announced an increase to the standard rate of corporation tax from 19% to 25% with effect from 1 April 2023. This is

not expected to have a material impact on the Company.

Year ended

31 January

2022

£’000

Year ended

31 January

2021

£’000

a) Analysis of charge in the year

Tax charge on items allocated to revenue – –

Tax credit on items allocated to capital – –

Corporation tax – –

b) Factors affecting tax charge for the year

Profit on ordinary activities before tax 226,490 175,068

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%) 43,033 33,263

Effect of:

– Net investment returns not subject to corporation tax (45,419) (34,627)

– Dividends not subject to corporation tax (295) (1,030)

– Current year management expenses not utilised/(utilised) 655 2,002

– Other movements in respect of subsidiary investments 2,026 392

Total tax charge – –

The Company has £28.7m excess management expenses carried forward (2021: £23.7m). No deferred tax assets or liabilities (2021: nil) have

been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated

that these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense

relating to the origination and reversal of timing differences in the year (2021: nil).

7EARNINGSPERSHARE

Year ended

31 January

2022

Year ended

31 January

2021

Revenue return per ordinary share 2.59p 2.59p

Capital return per ordinary share 327.38p 251.94p

Earnings per ordinary share (basic and diluted) 329.97p 254.53p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £1.8m

(2021: £1.8m) 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 £224.7m

(2021: £173.3m) 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 £226.5m

(2021: £175.1m) by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 66,638,288

(2021: 68,781,700). There were no potentially dilutive shares, such as options or warrants, in either year.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 79

8DIVIDENDS

Year ended

31 January

2022

£’000

Year ended

31 January

2021

£’000

Third quarterly dividend in respect of year ended 31 January 2021: 5p per share (2021: 5.0p) 3,438 3,444

Final dividend in respect of year ended 31 January 2021: 9.0p per share (2021: 8.0p) 6,189 5,502

First quarterly dividend in respect of year ended 31 January 2022: 6.0p per share (2021: 5.0p) 4,111 3,438

Second quarterly dividend in respect of year ended 31 January 2022: 6.0p per share (2021: 5.0p) 4,111 3,438

Total 17,849 15,822

The Company paid a third quarterly dividend of 6.0p per share in March 2022. The Board has proposed a final dividend of 27p per share

in respect of the year ended 31 January 2022 which, if approved by shareholders, will be paid on 29 August 2022 to shareholders on the

9SUBSIDIARYUNDERTAKINGSANDUNCONSOLIDATEDSTRUCTUREDENTITIES

Subsidiary undertakings (controlled structured entities)

Subsidiaries of the Company as at 31 January 2022 comprise the following controlled structured entities, which are registered in England and Wales.

Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries.

Direct subsidiaries

Ownership

interest 2022

Ownership

interest 2021

ICG Enterprise Trust Limited Partnership 97.5% 97.5%

ICG Enterprise Trust (2) Limited Partnership 97.5% 97.5%

ICG Enterprise Trust Co-investment Limited Partnership 99.0% 99.0%

Indirect subsidiaries

Ownership

interest 2022

Ownership

interest 2021

ET Holdings LP 99.5% –

ICG Morse Partnership LP 99.5% 99.5%

ICG Lewis Partnership LP 99.5% 99.5%

In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value.

The Company accounts for its interest in subsidiaries in accordance with the equity method and is therefore not required to disclose, for each

subsidiary, the aggregate amount of its capital and reserves and its profit or loss for the year.

The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives, and, in respect

of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment

Incentive Scheme. As at 31 January 2022, a total of £49.2m (2021: £41.8m) was accrued in respect of these interests. During the year the

Co-investors invested £0.2m (2021: £0.5m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the

Co-investors amounted to £9.2m or 0.3% of £342.9m Total Proceeds received in the year (2021: £8.7m or 4.1% of £209.2m proceeds

received). More than 70% of payments related to investments made in 2016 or before, reflecting the very long-term nature of the incentive

scheme. See the Report of the Directors on pages 52 to 54 for further details of the operation of the scheme.

Unconsolidated structured entities

The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and

held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.

The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital

appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager,

who will typically draw down the amount committed by the limited partners over a period of four to six years.

The table below disaggregates the Company’s interests in unconsolidated structured entities. The table presents for each category the

related balances and the maximum exposure to loss.

Total investments

Unquoted

investments

£’000

Co-investment

Incentive Scheme

Accrual

£’000

Maximum loss

exposure

£’000

As at 31 January 2022 1,171,302 (49,157) 1,122,145

As at 31 January 2021 907,425 (37,103) 870,322

The Company also holds investments of £1.6m (2021: £1.3m) that are not unconsolidated structured entities. In addition the Company

also holds quoted stock investments of £0.0m (2021: £35.7m). The £49.2m Co-investment Incentive Scheme Accrual disclosed above

does not include amounts accrued in respect of quoted equities. Further details of the Company’s investment Portfolio are included in

the Other information section on page 91.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202280

10INVESTMENTS

The tables below analyse the movement in the carrying value of the Company’s investment assets in the year. In accordance with accounting

standards, subsidiary undertakings of the Company are reported at fair value rather than on a ‘look-through’ basis.

An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has returned at least the amount invested

by the Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in

respect of fund investments that have not satisfied the above criteria are presented as unrealised.

Direct Investments are considered to generate realised gains or losses when they are sold.

Investments are held by both the Company and through its subsidiaries. An analysis of gains and losses on an underlying investment

look-through basis is presented on page 93 within the Other information section.

Quoted

£’000

Unquoted

£’000

Subsidiary

undertakings

£’000

Total

£’000

Cost at 1 February 2021 1,410 394,393 136,393 532,196

Net unrealised appreciation at 1 February 2021 34,292 200,116 140,958 375,366

Valuation at 1 February 2021 35,702 594,509 277,351 907,562

Movements in the year:

– Transfer to subsidiary undertakings – Cost

– (232,126) 232,126 –

– Transfer to subsidiary undertakings – Unrealised appreciation

– (210,875) 210,875 –

– Purchases – 75,125 2,524 77,649

– Sales

– Capital proceeds (35,702) (65,280) – (100,982)

– Realised gains/(losses) based on carrying value at previous balance sheet date – 1,968 – 1,968

– Movement in unrealised appreciation – 38,687 198,862 237,550

Valuation at 31 January 2022 – 202,009 921,738 1,123,747

Cost at 31 January 2022

– 164,996 368,264 533,260

Net unrealised appreciation for the year to 31 January 2022 – 37,013 553,474 590,487

Valuation at 31 January 2022 – 202,009 921,738 1,123,747

Quoted

£’000

Unquoted

(restated)

£’000

Subsidiary

undertakings

(restated)

£’000

Total

£’000

Cost at 1 February 2020 692 390,847 129,134 520,673

Net unrealised appreciation at 1 February 2020 539 171,189 86,015 257,743

Valuation at 1 February 2020 1,231 562,036 215,149 778,416

Movements in the year:

– Purchases – 85,387 7,233 92,620

– Sales

– Capital proceeds (1,257) (146,288) – (147,545)

– Realised gains/(losses) based on carrying value at previous balance sheet date – (17,088) – (17,088)

– Movement in unrealised appreciation 35,728 110,462 54,969 201,159

Valuation at 31 January 2021 35,702 594,509 277,351 907,562

Cost at 31 January 2021 1,410 394,393 136,393 532,196

Net unrealised appreciation for the year to 31 January 2021 34,292 200,116 140,958 375,366

Valuation at 31 January 2021 35,702 594,509 277,351 907,562

1 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. During February and March 2021 the Company completed a number of transfers of its investments, as well as transfers of investments from the Company’s

subsidiary ICG Enterprise Trust Co-investment LP, to ET Holdings LP. In addition, during the year to 31 January 2022, ET Holdings LP entered into a number of new investments in its

own right. The fair value of investments held in ET Holdings LP as at 31 January 2022 is £750.5m.

2 Cost and unrealised appreciation at 31 January 2022 for Quoted investments have been adjusted to reflect £7.1m of cost associated with fully realised investments. Cost and unrealised

appreciation at 31 January 2022 for Subsidiary undertakings have been adjusted to reflect £2.8m of cost associated with fully realised investments.

3 Cost, unrealised appreciation and valuation of unquoted investments as at 1 February 2020 have been restated by £7.6m, £1.5m and £9.1m respectively to correct the allocation of two

unquoted investments to subsidiary undertakings which were previously reported as being held by the Company. The allocation of Purchases has been restated with a reduction in

Purchases of Unquoted by £0.7m and a corresponding increase in Subsidiary undertakings. The allocation of Movement in unrealised appreciation has been restated with an increase

in Unquoted of £0.1m and a decrease in Subsidiary undertakings of £0.1m.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 81

10INVESTMENTSCONTINUED

31 January

2022

£’000

31 January

2021

£’000

Realised gains based on cost 79,908 105,033

Amounts recognised as unrealised in previous years (77,940) (122,121)

Realised gains based on carrying values at previous balance sheet date 1,968 (17,088)

Increase in unrealised appreciation 237,550 201,159

Gains on investments 239,518 184,071

‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out in page 81.

These gains are adjusted for amounts previously reported as unrealised (and included within the fair value at the previous balance sheet date)

to determine the ‘Realised gains based on carrying values at previous balance sheet date’.

Gains on investments includes the ‘Realised gains based on carrying values at previous balance sheet date’ together with the net fair value

movement on the balance of the investee funds.

Related undertakings

At 31 January 2021, the Company held direct and indirect interests in six limited partnership subsidiaries. These interests, net of the

incentive accrual as described in note 9, were:

Investment

31 January

2022

31 January

2021

ICG Enterprise Trust Limited Partnership 99.9% 54%

ICG Enterprise Trust (2) Limited Partnership 66.5% 60%

ICG Enterprise Trust Co-investment Limited Partnership 66.0% 93%

ICG Enterprise Holdings LP 99.5% –

ICG Morse Partnership LP 99.5% 99.5%

ICG Lewis Partnership LP 99.5% 99.5%

The registered address and principal place of business of the subsidiary partnerships is Procession House, 55 Ludgate Hill, London EC4M 7JW.

In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These

investments are not considered subsidiaries or associates as the Company does not exert control or have voting rights over the activities

of these companies/partnerships.

As at 31 January 2022

Investment Instrument % interest

Cognito IQ Limited

Preference shares 44.0%

Cognito IQ Limited

Ordinary shares 34.5%

Graphite Capital Partners VII Top Up Plus

Limited partnership interests 20.0%

Graphite Capital Partners VIII Top Up

Limited partnership interests 41.1%

As at 31 January 2021

Investment Instrument % interest

Cognito IQ Limited

Preference shares 44.0%

Cognito IQ Limited

Ordinary shares 34.5%

Graphite Capital Partners VII Top Up Plus

Limited partnership interests 20.0%

Graphite Capital Partners VIII Top Up

Limited partnership interests 41.1%

1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the

proportion of total shares in issue.

2 Address of principal place of business is Rivergate House, Newbury Business Park, London Road, Newbury RG14 2PZ.

3 Address of principal place of business is 7 Air Street, Soho, London W1B 5AD.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202282

11CASHANDCASHEQUIVALENTS

31 January

2022

£’000

31 January

2021

£’000

Cash at bank and in hand 41,328 45,143

12RECEIVABLES

31 January

2022

£’000

31 January

2021

£’000

Prepayments and accrued income 2,205 162

As at 31 January 2022, prepayments and accrued income included £2.2m (2021: £0.1m) of unamortised costs in relation to the bank facility.

Of this amount £0.7m (2021: £0.1m) is expected to be amortised in less than one year.

13PAYABLESCURRENT

31 January

2022

£’000

31 January

2021

£’000

Accruals 9,303 851

Accruals primarily comprise unbilled management fees which have been subsequently been settled.

14SHARECAPITAL

Equity share capital

Authorised Issued and fully paid

Number

Nominal

£’000 Number

Nominal

£’000

Balance at 31 January 2022 and 31 January 2021 120,000,000 12,000 72,913,000 7,292

All ordinary shares have a nominal value of 10.0p. At 31 January 2022 and 31 January 2021, 72,913,000 shares had been allocated,

called up and fully paid. During the year 250,000 shares were bought back in the market and held in treasury (2021: 110,000 shares).

At 31 January 2022, the Company held 4,395,945 shares in treasury (2021: 4,145,945) leaving 68,517,055 (2021: 68,767,055) shares

outstanding, all of which have equal voting rights.

15NETASSETVALUEPERSHARE

The net asset value per share is calculated on equity attributable to equity holders of £1,158.0m (2021: £952.0m) and on 68,517,055 (2021:

68,767,055) 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 1,690.1p (2021: 1,384.4p).

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 83

16CAPITALCOMMITMENTSANDCONTINGENCIES

The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments:

31 January

2022

£’000

31 January

2021

£’000

ICG Europe VIII 30,590 –

ICG Augusta Partners Co-Investor

17,636 17,471

ICG Strategic Equity IV 17,369 –

ICG Strategic Secondaries Fund II 15,613 16,470

ICG Ludgate Hill (Feeder B) SCSp 13,724 –

ICG Europe VII 10,348 15,807

ICG Strategic Equity Fund III 10,325 19,259

ICG Europe Mid-Market Fund 9,909 16,169

ICG Ludgate Hill (Feeder) II Boston SCSp 5,161 –

ICG North American Private Debt Fund II 4,234 4,770

ICG Europe VI

4,214 4,565

ICG Asia Pacific Fund III 2,895 2,840

ICG Topvita Co-investment

2,355 728

ICG Dallas Co-Investment 1,282 –

ICG Recovery Fund 2008 B

845 994

ICG Europe V

766 904

ICG Cheetah Co-Investment 680 731

ICG Velocity Partners Co-Investor

599 1,081

ICG Progress Co-Investment 544 534

ICG European Fund 2006 B 479 644

ICG Cross Border

290 804

ICG MXV Co-Investment

213 226

ICG Diocle Co-Investment 145 154

ICG Match Co-Investment 121 119

ICG Sunrise Co-Investment 91 –

ICG Trio Co-Investment 36 70

Total ICG funds 150,464 104,340

Graphite Capital Partners IX 8,882 20,296

Graphite Capital Partners VIII

4,408 5,446

Graphite Capital Partners VII

1,2

1,554 2,771

Total Graphite funds 14,844 28,513

1 Includes interest acquired through a secondary fund purchase.

2 Includes the associated Top Up funds.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202284

31 January

2022

£’000

31 January

2021

£’000

Thomas H Lee Equity Fund IX 14,318 –

PAI Europe VII 10,182 12,323

CVC European Equity Partners VIII 10,078 13,290

BC XI 8,626 –

Investindustrial VII 8,283 12,312

Resolute V 7,787 –

Seventh Cinven Fund 7,566 15,766

New Mountain VI 7,272 10,067

Bowmark Capital Partners VI 7,230 8,245

Bregal Unternehmerkapital III 7,200 –

Leeds VII 7,033 7,295

Bain Capital XIII 6,916 7,295

PAI Mid-Market Fund 6,788 8,792

GHO Capital III 6,672 –

FSN VI 6,126 8,860

AEA VII 5,867 12,149

Charlesbank X 5,733 7,295

Advent Global Private Equity IX 5,458 8,381

GI Partners VI 5,246 –

CD&R XIII 5,233 7,295

Carlyle Europe Partners V 4,394 6,145

Apax X 4,390 8,753

Gridiron Capital Fund IV 4,272 6,412

Gridiron Capital Fund III 4,066 3,999

Thomas H Lee Equity Fund VIII 3,719 8,221

Permira VII 3,597 8,038

Tailwind Capital Partners III 3,522 5,009

Bain Capital Europe V 3,392 5,263

Hellman Friedman X 3,382 –

Bowmark Capital Partners V 3,238 3,176

CVC European Equity Partners VII 3,187 7,599

Charterhouse Capital Partners X 3,135 4,483

Hg Saturn 2 2,912 3,099

Ivanti 2,746 –

CB Technology Opportunities Fund 2,336 2,847

IK IX 2,167 4,292

Hg Genesis 9 2,099 4,430

Project Midsummer 2,087 –

Five Arrows FACP 2,022 2,829

Commitments of less than £2,000,000 at 31 January 2022 43,026 30,304

Total third party 253,303 285,632

Total commitments 418,611 418,485

The Company and its subsidiaries had no other unfunded commitments to investment funds.

As at 31 January 2022, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £76.0m

(2021: £281.4m). The Company did not have any contingent liabilities at 31 January 2022 (2021: None).

The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio

of £342.6m (2021: £137.1m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9).

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 85

17FINANCIALINSTRUMENTSANDRISKMANAGEMENT

The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an

investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010 (‘Section 1158’). The Company’s objective is to provide

long-term growth by investing in private companies managed by leading private equity managers.

Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with an anticipated holding period of

between three and five years.

Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk),

investment risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial

markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Board has overall responsibility for

managing the risks and the framework for monitoring and coordinating these risks. The Audit Committee regularly reviews, identifies and

evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company’s management functions are

delegated to the Manager which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment

of these arrangements, with reference to the Company’s risk matrix. The Company’s financial risk management objectives and processes

used to manage these risks have not changed from the previous period and the policies are set out below:

Market risk

(i) Currency risk

The Company’s investments are principally in the UK, continental Europe and the US, and are primarily denominated in sterling, euro and US

dollars. There are also smaller amounts in other European currencies. The Company is exposed to currency risk in that movements in the value

of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board

regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions

and may decide to buy or sell currency or put in place currency hedging arrangements. No hedging arrangements were in place during the

financial year.

The composition of the net assets of the Company by reporting currency at the year end is set out below:

31 January 2022

Sterling

£’000

Euro

£’000

US dollar

£’000

Other

£’000

Total

£’000

Investments 950,837 62,743 109,985 182 1,123,747

Cash and cash equivalents and other net current assets 14,413 12,648 6,906 263 34,230

965,250 75,391 116,891 445 1,157,977

31 January 2021

Sterling

£’000

Euro

£’000

US dollar

£’000

Other

£’000

Total

£’000

Investments 402,358 278,351 226,328 525 907,562

Cash and cash equivalents and other net current assets 26,275 3,331 14,561 287 44,454

428,633 281,682 240,889 812 952,016

The effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £66.1m and a rise of £46.7m in the value of shareholders’

equity and on profit after tax at 31 January 2022 respectively (2021: a fall of £56.4m and a rise of £56.3m based on 25% increase or decrease).

The effect of a 25% increase or decrease in the sterling value of the US dollar would be a fall of £112.8m and a rise of £92.6m in the value of

shareholders’ equity and on profit after tax at 31 January 2022 respectively (2021: a fall of £91.2m and a rise of £89.7m based on 25% movement).

These sensitivity figures are based on the currency of the location of the underlying portfolio companies’ headquarters. The percentages applied

are based on market volatility in exchange rates observed in prior periods.

(ii) Interest rate risk

The Company’s assets primarily comprise non-interest bearing investments in funds and non-interest bearing investments in portfolio

companies. The fair values of these investments are not significantly directly affected by changes in interest rates. The Company’s cash

balance is exposed to interest rate risk; the financial impact of this risk is currently immaterial.

The Company is indirectly exposed to interest rate risk through the impact of interest rates on the performance of investments in funds and

portfolio companies as a result of interest rate changes impacting the underlying manager valuation. This performance impact as a result of

interest rate risk is recognised through the valuation of those investments, which will be affected by the impact of any change in interest rates

on the financial performance of the underlying portfolio companies and also on any valuation of those investments for sale. The Company is

not able to quantify how a change in interest rates would impact valuations.

(iii) Price risk

The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company’s

objective, which is to provide long-term capital growth through investment in unquoted companies. The investment Portfolio is continually

monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202286

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be

the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment Portfolio. The percentages

applied are reasonable based on the Manager’s view of the potential for volatility in the Portfolio valuations under stressed conditions.

31 January 2022 31 January 2021

30% movement in the price of investments

Increase

in variable

£’000

Decrease

in variable

£’000

Increase

in variable

£’000

Decrease

in variable

£’000

Impact on profit after tax 319,449 (330,909) 264,076 (266,844)

Impact as a percentage of profit after tax 141.0% (146.1)% 150.8% (152.4)%

Impact as a percentage of shareholders’ equity 27.6% (28.6)% 27.7% (28.0)%

A reasonably possible percentage change in relation to the earnings estimates or Enterprise Value/EBITDA multiples used by the underlying

managers to value the private equity fund investments and co-investments may result in a significant change in fair value of unquoted investments.

Investment and credit risk

(i) Investment risk

Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates,

thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are, by their nature, subject

to potential investment losses. The investment Portfolio is highly diversified in order to mitigate this risk.

(ii) Credit risk

The Company’s exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority of its

liquid portfolio in assets which have low credit risk. The Company’s policy is to limit exposure to any one investment to 15% of gross assets.

This is regularly monitored by the Manager as a part of its cash management process.

Cash is held on deposit and in money market funds with two UK banks and totalled £41m (2021: £45m). Of this amount £20.5m was deposited

at Royal Bank of Scotland (‘RBS’), which currently has a credit rating of A1 from Moody’s, and £20.5m was held in money market funds

managed by HSBC Holdings (‘HSBC’), which currently has a credit rating of Aaa from Moody’s. These represent the maximum exposure to

credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company’s cash deposits

or money market fund balances were past due or impaired at 31 January 2022 (2021: nil).

Liquidity risk

The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted companies.

These commitments are in excess of the Company’s total liquidity, therefore resulting in an overcommitment. When determining the

appropriate level of overcommitment, the Board considers the rate at which commitments might be drawn down, typically over four to six

years, versus the rate at which existing investments are sold and cash realised. The Company has an established liquidity management policy,

which involves active monitoring and assessment of the Company’s liquidity position and its overcommitment risk. This is regularly reviewed

by the Board and incorporated into the Board’s assessment of the viability of the Company, as detailed on page 51 of the Corporate

governance report. This process incorporates balance sheet and cash flow projections, including scenarios with varying levels of Portfolio

gains and losses, fund drawdowns and realisations, availability of the credit facility, exchange rates, and possible remedial action that the

Company could undertake if required in the event of significant Portfolio declines.

At the year end, the Company had cash and cash equivalents totalling £41.3m and had access to committed bank facilities of €200m (£167m

translated at the rate prevailing on the reporting date) maturing in February 2026, which is a multi-currency revolving credit facility provided

by Credit Suisse. The key terms of the facility are:

• Upfront cost: 100bps.

• Non-utilisation fees: 114bps per annum.

• Margin on drawn amounts: 300bps per annum.

As at 31 January 2022 the Company’s total financial liabilities amounted to £9.3m (2021: £0.9m) of payables which were due in less than one

year, which includes accrued balances payable in respect of the credit facility above. The facility was undrawn at the reporting date.

Capital risk management

The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective. As at the year end,

the Company had no debt (2021: £nil).

The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy back shares

and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation

and ability to pay dividends by Section 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively. Total equity at

31 January 2022, the composition of which is shown on the balance sheet, was £1,158.0m (2021: £952.0m).

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 87

17FINANCIALINSTRUMENTSANDRISKMANAGEMENTCONTINUED

Fair values estimation

IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly

(that is, derived from prices) (level 2).

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The valuation techniques applied to level 1 and level 3 assets are described in note 1(c) of the financial statements. No investments were

categorised as level 2.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they

are deemed to occur.

The sensitivity of the Company’s investments to a change in value is discussed on pages 86 and 87.

The following table presents the assets that are measured at fair value at 31 January 2022 and 31 January 2021. The Company had no financial

liabilities measured at fair value at that date.

As at 31 January 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments held at fair value

Unquoted investments – indirect – – 140,060 140,060

Unquoted investments – direct – – 61,949 61,949

Quoted investments – direct – – – –

Subsidiary undertakings – – 921,738 921,738

Total investments held at fair value – – 1,123,747 1,123,747

As at 31 January 2021

Level 1

£’000

Level 2

£’000

Level 3

(restated)

£’000

Total

£’000

Investments held at fair value

Unquoted investments – indirect – – 442,671 442,671

Unquoted investments – direct – – 151,838 151,838

Quoted investments – direct 35,702 – – 35,702

Subsidiary undertakings – – 277,351 277,351

Total investments held at fair value 35,702 – 871,860 907,562

1 The allocation of level 3 assets between unquoted investments – direct and subsidiary undertakings has been updated to reflect the allocation of two unquoted investments valued at

£9.1m to Subsidiary undertakings which were previously reported as being held by the Company.

All unquoted and quoted investments are valued at fair value in accordance with IFRS 9. The Company has no quoted investments as at

31 January 2021; quoted investments held by subsidiary undertakings are reported within Level 3.

Investments in level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are

calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account

of cash flow events occurring after the date of the manager’s valuation, such as realisations or liquidity adjustments.

The following tables present the changes in level 3 instruments for the year to 31 January 2022 and 31 January 2021.

31 January 2022

Unquoted

investments

(indirect) at fair

value through

profit or loss

£’000

Unquoted

investments

(direct) at fair

value through

profit or loss

£’000

Subsidiary

undertakings

£’000

Total

£’000

Opening balances 442,696 151,813 277,351 871,860

Additions 33,479 41,647 2,524 77,649

Transfer to Subsidiary undertakings (349,295) (93,706) 443,001 –

Disposals (34,115) (31,165) – (65,280)

Gains and losses recognised in profit or loss 30,555 10,100 198,862 239,517

Closing balance 123,319 78,689 921,738 1,123,747

Total gains for the year included in income statement

for assets held at the end of the reporting period 28,587 10,100 198,862 237,549

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202288

31 January 2021

Unquoted

investments

(indirect) at fair

value through

profit or loss

(restated)

£’000

Unquoted

investments

(direct) at fair

value through

profit or loss

(restated)

£’000

Subsidiary

undertakings

(restated)

£’000

Total

£’000

Opening balances 454,586 106,760 215,839 777,185

Additions 76,588 9,546 6,486 92,620

Disposals (126,673) (19,615) – (146,288)

Gains and losses recognised in profit or loss 38,195 55,122 55,026 148,343

Closing balance 442,696 151,813 277,351 871,860

Total gains for the year included in income statement

for assets held at the end of the reporting period 59,085 51,320 55,026 165,431

1 The allocation of level 3 assets between unquoted investments and subsidiary undertakings has been updated to correct the allocation of two unquoted investments to subsidiary

undertakings which were previously reported as being held by the Company.

18RELATEDPARTYTRANSACTIONS

Significant transactions between the Company and its subsidiaries are shown below:

Subsidiary Nature of transaction

Year ended

31 January

2022

£’000

Year ended

31 January

2021 (restated)

£’000

ICG Enterprise Trust Limited Partnership Increase in amounts owed to subsidiaries 5,884 784

(Decrease) in amounts owed by subsidiaries – –

Income allocated – 10

ICG Enterprise Trust (2) Limited Partnership Increase in amounts owed to subsidiaries 11,318 5,814

(Decrease) in amounts owed by subsidiaries – (2,886)

Income allocated 740 531

ICG Enterprise Trust Co-investment LP Increase in amounts owed by subsidiaries 52,773 15,313

Income allocated 6,687 2,884

ICG Enterprise Holdings LP Increase in amounts owed to subsidiaries 22,820 –

Decrease in amounts owed by subsidiaries – –

Income allocated 9,824 –

ICG Morse Partnership LP Increase in amounts owed by subsidiaries 3,282 803

Decrease in amounts owed to subsidiaries – –

Income allocated – –

ICG Lewis Partnership LP Increase in amounts owed by subsidiaries 71 –

Decrease in amounts owed by subsidiaries – 139

Income allocated – –

1 Restated to reflect transactions with ICG Morse Partnership LP and ICG Lewis Partnership LP.

For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on pages

46 and 47. Details of remuneration are disclosed below and in further detail in the Directors’ Remuneration Report on pages 56 to 59.

Remuneration in the year (audited)

Fees

Taxable

benefits Total

Name

2022

£’000

2021

£’000

2022

£’000

2021

£’000

2022

£’000

2021

£’000

Jane Tufnell 65 53 – – 65 53

Lucinda Riches 17 41 – – 17 41

Alastair Bruce 52 44 – – 52 44

Gerhard Fusenig 42 41 2 – 44 41

Sandra Pajarola 42 41 2 – 44 41

David Warnock 42 7 – – 42 7

Jeremy Tigue – 24 – – – 24

Total 260 251 4 – 264 251

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 89

18RELATEDPARTYTRANSACTIONSCONTINUED

Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share of

drawdowns and distributions in respect of those entities are credited and debited respectively.

Amounts owed by subsidiaries Amounts owed to subsidiaries

Subsidiary

31 January 2022

£’000

31 January 2021

(restated)

£’000

31 January 2022

£’000

31 January 2021

(restated)

£’000

ICG Enterprise Trust Limited Partnership – – 25,769 20,869

ICG Enterprise Trust (2) Limited Partnership – – 17,132 5,814

ICG Enterprise Trust Co-investment LP 206,792 154,019 – –

ICG Enterprise Holdings LP – – 22,820 –

ICG Morse Partnership LP 9,405 6,124 – –

ICG Lewis Partnership LP 3,718 3,647 – –

1 Restated to reflect ICG Morse Partnership LP and ICG Lewis Partnership LP.

The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are:

Year ended 31 January 2022 Year ended 31 January 2021

Fund / Co-Investment

Original

commitment

£’000

Remaining

commitment

£’000

Fair value

investment

£’000

Original

commitment

£’000

Remaining

commitment

£’000

Fair value

investment

£’000

ICG Asia Pacific Fund III

11,155 2,895 8,814 10,943 2,840 11,320

ICG Europe V

12,845 767 1,569 13,624 904 2,784

ICG Europe VI

20,884 4,214 14,262 22,150 4,565 20,303

ICG Europe VII

33,414 10,348 36,073 35,439 15,807 25,210

ICG Europe Mid-Market Fund

16,707 9,909 7,899 17,720 16,169 1,251

ICG North American Private Debt Fund II

7,437 4,234 3,389 7,295 4,770 2,545

ICG Strategic Equity Fund III

29,746 10,325 35,022 29,180 19,259 11,954

ICG Strategic Secondaries Fund II

26,028 15,613 8,829 25,533 16,470 11,122

ICG European Fund 2006 B

7,119 479 57 9,323 644 109

ICG Augusta Partners Co-Investor

18,592 17,636 12,886 18,238 17,471 7,244

ICG Cross Border

3,718 290 3,477 3,648 804 3,053

ICG Recovery Fund 2008 B

10,024 845 4,752 10,632 994 4,096

ICG Velocity Partners Co-Investor

11,155 599 159 10,943 1,081 2,513

ICG Europe VIII

66,828 30,590 2,712 – – –

ICG Ludgate Hill (Feeder) II Boston SCSp

7,437 5,161 12,003 – – –

ICG Strategic Equity IV

59,493 17,369 15,177 – – –

ICG Ludgate Hill (Feeder B) SCSp

37,591 13,724 – – – –

ICG Sunrise Co-Investment

2,088 91 4,209 – – –

ICG Cheetah Co-Investment

5,847 680 8,086 6,202 731 5,461

ICG Dallas Co-Investment

4,090 1,282 7,102 – – –

ICG Diocle Co-Investment

9,117 145 14,798 9,670 154 14,241

ICG Topvita Co-investment

20,756 2,355 12,051 15,369 728 31,129

ICG MXV Co-Investment

11,695 213 22,086 12,404 226 18,876

ICG Progress Co-Investment

7,437 544 9,916 7,295 534 8,438

ICG Trio Co-Investment

7,521 36 6,873 7,977 70 10,070

ICG Match Co-Investment

7,437 121 20,137 7,295 119 14,432

Total 456,161 150,465 272,338 280,880 104,340 206,151

1 Euro denominated positions translated to sterling at spot rate on 31 January 2022 and 31 January 2021.

2 US dollar denominated positions translated to sterling at spot rate on 31 January 2022 and 31 January 2021.

At the balance sheet date the Company has fully funded its share of capital calls due to ICG-managed funds in which it is invested.

19POSTBALANCESHEETEVENTS

There have been no material events since the balance sheet date.

Notes to the financial statements continued

ICG Enterprise Trust Plc Annual Report and Accounts 202290

1.ICGLUDGATEHILLI

LP secondary portfolio.

4.GRAPHITECAPITALPARTNERSVIII

Mid-market buyouts.

7.CVCEUROPEANEQUITYPARTNERSVII

Large buyouts.

10.THOMASHLEEFUNDVIII

Mid-market and large buyouts.

13.BCEUROPEANCAPITALX

Large buyouts.

2.ICGEUROPEFUNDVII

Mezzanine and equity in mid-market buyouts.

5.BCEUROPEANCAPITALIX

Large buyouts.

8.CVCEUROPEANEQUITYPARTNERSVI2

Large buyouts.

11.PERMIRAV

Large buyouts.

14.PAIEUROPEVI

Mid-market and large buyouts.

3.ICGSTRATEGICEQUITYFUNDIII

Secondary fund restructurings.

6.GRIDIRONCAPITALFUNDIII

Mid-market buyouts.

9.SIXTHCINVENFUND

Large buyouts.

12.PAISTRATEGICPARTNERSHIPS

Mid-market and large buyouts.

15.ADVENTIX

Large buyouts.

30 largest fund investments (unaudited)

We have investments with 46 leading private equity managers

1 Includes the associated Top Up funds.

2 All or part of interest acquired through a secondary purchase.

Value £42.6m

Outstanding commitment £13.7m

Committed 2021

Country/region Europe/North America

Value £36.1m

Outstanding commitment £10.3m

Committed 2018

Country/region Europe

Value £35.0m

Outstanding commitment £10.3m

Committed 2018

Country/region Global

Value £32.0m

Outstanding commitment £4.4m

Committed 2013

Country/region UK

Value £30.6m

Outstanding commitment £1.7m

Committed 2011

Country/region Europe/North America

Value £27.5m

Outstanding commitment £4.1m

Committed 2016

Country/region North America

Value £26.9m

Outstanding commitment £3.2m

Committed 2017

Country/region Europe/North America

Value £24.5m

Outstanding commitment £2.1m

Committed 2013

Country/region Europe/North America

Value £23.0m

Outstanding commitment £1.6m

Committed 2016

Country/region Europe/North America

Value £20.0m

Outstanding commitment £3.7m

Committed 2017

Country/region North America

Value £19.4m

Outstanding commitment £0.5m

Committed 2013

Country/region Europe/North America

Value £19.3m

Outstanding commitment £0.6m

Committed 2019

Country/region Europe

Value £18.3m

Outstanding commitment £0.6m

Committed 2016

Country/region Europe

Value £17.8m

Outstanding commitment £1.4m

Committed 2013

Country/region Europe

Value £17.2m

Outstanding commitment £5.5m

Committed 2019

Country/region Europe/North America

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 91

16.ADVENTGLOBALPRIVATEEQUITYVIII

Large buyouts.

19.NEWMOUNTAINPARTNERSV

Mid-market buyouts.

22.RESOLUTEIV

Mid-market buyouts.

25.GRIDIRONCAPITALFUNDIV

Mid-market buyouts.

28.RESOLUTEIICONTINUATION

Mid-market buyouts.

1 Includes the associated Top Up funds.

2 All or part of interest acquired through a secondary purchase.

17.TDRCAPITALIII

Mid-market and large buyouts.

20.PAIEUROPEVII

Mid-market and large buyouts.

23.ICGEUROPEFUNDVI

Mezzanine and equity in mid-market buyouts.

26.ICGAUGUSTAPARTNERS

COINVESTOR

Secondary fund restructurings.

29.LEEDSEQUITYPARTNERSVI

Mid-market buyouts.

18.ICGSTRATEGICEQUITYIV

Secondary fund restructurings.

21.GRYPHONV

Mid-market buyouts.

24.OAKHILLV

Mid-market buyouts.

27.ICGLUDGATEHILLII

Large buyouts.

30.PERMIRAVI

Large buyouts.

30 largest fund investments (unaudited) continued

Value £16.2m

Outstanding commitment £0.6m

Committed 2019

Country/region Europe/North America

Value £15.6m

Outstanding commitment £1.5m

Committed 2013

Country/region Europe

Value £15.2m

Outstanding commitment £17.4m

Committed 2021

Country/region Global

Value £15.2m

Outstanding commitment £17.4m

Committed 2017

Country/region North America

Value £15.0m

Outstanding commitment £10.2m

Committed 2017

Country/region Europe

Value £15.0m

Outstanding commitment £1.8m

Committed 2019

Country/region North America

Value £14.9m

Outstanding commitment £1.6m

Committed 2018

Country/region North America

Value £14.3m

Outstanding commitment £4.2m

Committed 2015

Country/region Europe

Value £13.9m

Outstanding commitment £1.9m

Committed 2019

Country/region North America

Value £13.7m

Outstanding commitment £4.3m

Committed 2019

Country/region North America

Value £12.9m

Outstanding commitment £17.6m

Committed 2018

Country/region Global

Value £12.0m

Outstanding commitment £5.2m

Committed 2022

Country/region North America

Value £11.7m

Outstanding commitment £2.1m

Committed 2021

Country/region North America

Value £11.4m

Outstanding commitment £2.1m

Committed 2017

Country/region USA

Value £11.2m

Outstanding commitment £1.9m

Committed 2016

Country/region Europe/North America

ICG Enterprise Trust Plc Annual Report and Accounts 202292

MOVEMENTINTHEPORTFOLIO

£m

Year ended

31 January

2022

Year ended

31 January

2021

Opening Portfolio

949.2 806.4

Total New Investment 303.7 139.2

Total Proceeds (342.9) (209.2)

Net cash outflow/(inflow) (39.2) (70.0)

Underlying valuation movement

279.4 200.6

Currency movement (17.2) 12.2

Closing Portfolio

1,172.2 949.2

% underlying Portfolio growth (local currency) 29.4% 24.9%

% currency movement (1.8)% 1.5%

% underlying Portfolio growth (sterling) 27.6% 26.4%

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

2 98% of the Portfolio is valued using 31 December 2021 (or later) valuations (31 January 2021: 95%).

REALISATIONACTIVITY

Investment Manager Year of investment Realisation type

Proceeds

£m

Telos Directly held 1998 Full 44.5

Domus ICG 2017 Full 36.3

UPOL Graphite 2002 Full 23.9

Berlin Packaging Oak Hill Capital 2014 Partial 19.9

Supporting Education Group ICG 2014 Full 14.7

System One Thomas H. Lee 2016 Full 11.9

Cognito Graphite 2002 Full 10.9

Visma Hg Capital / ICG 2014 Partial 10.0

Everlight ICG 2016 Full 5.5

Rough Country Gridiron 2017 Partial 4.8

Total of 10 largest underlying realisations 182.4

Other Realisation Proceeds 151.2

Fund Disposals 9.4

Total Proceeds 342.9

INVESTMENTACTIVITY

Investment Description Manager Country

Cost

£m

Domus Operator of retirement homes ICG France 14.2

DigiCert Provider of enterprise internet security solutions ICG United States 13.8

Ambassador

Theatre Group

Operator of theatres and ticketing platforms Providence United Kingdom 13.1

Planet Payment Provider of integrated payments services focused on hospitality and luxury retail Advent Ireland 12.5

Ivanti Provider of IT management solutions Charlesbank United States 11.8

Davies Group Provider of specialised business process outsourcing services ICG United Kingdom 9. 3

Class Valuation Provider of residential mortgage appraisal management services ICG United States 8.5

Brooks Automation Provider of semiconductor manufacturing solutions Thomas H. Lee United States 7. 8

European

Camping Group

Operator of premium campsites and holiday parks PAI France 7. 7

AMEOS Group Operator of private hospitals ICG Switzerland 6.9

Total of 10 largest underlying new investments 105.6

Total New Investments 303.7

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

Portfolio analysis (unaudited)

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 93

COMMITMENTSANALYSIS

Outstanding commitments by fund investment period

Original

commitment

£m

Outstanding

commitment

£m

Average

drawdown

percentage

% of

commitments

Funds in investment period

587.9 308.9 47.4% 73.8%

Funds post investment period

714.4 109.7 84.6% 26.2%

Total

1,302.3 418.6 67.8% 100%

Movement in outstanding commitments in year ended 31 January 2022

£m

31 January

2022

31 January

2021

Outstanding commitments at beginning of year

418.5 458.6

New Fund commitments

189.9 94.8

New commitments relating to co-investments

78.3 7.1

Drawdowns

(303.6) (120.6)

Commitments released from fund disposals

(9.8) (41.9)

Currency and other movements

45.3 20.5

Outstanding commitments at end of year

418.6 418.5

£m

31 January

2022

31 January

2021

Outstanding commitments

418.6 418.5

Total available liquidity (including facility)

(208) (201)

Overcommitment (including facility) 210 217

Overcommitment % of net asset value

18% 23%

NEWCOMMITMENTSDURINGTHEYEARTO31JANUARY2022

Fund Strategy Geography £m

ICG Ludgate Hill I

Secondary portfolio of mid-market and large buyouts Europe/North America 38.7

ICG Europe Fund VIII

Mezzanine and equity in mid-market buyouts Europe 34.8

ICG Strategic Equity Fund IV

Secondary fund restructurings Global 28.8

ICG Ludgate Hill II

Secondary portfolio of mid-market and large buyouts North America 15.0

Thomas H. Lee IX

Mid-market and large buyouts North America 14.1

BC Partners XI

Mid-market buyouts Europe/North America 12.8

Resolute V

Mid-market buyouts North America 10.9

GHO Capital III

Mid-market buyouts Europe/North America 8.6

Bregal Unternehmerkapital III

Mid-market buyouts Europe 8.6

GI Partners VI

Mid-market buyouts North America 7.2

Hellman Friedman X Mid-market and large buyouts North America 7.1

Other Secondary fundholding acquisitions Global 3.2

Total Fund commitments 189.9

Commitments relating to Co-investments 78.4

Total new Commitments

268.2

Portfolio analysis (unaudited) continued

ICG Enterprise Trust Plc Annual Report and Accounts 202294

CURRENCYEXPOSURE

Portfolio

31 January

2022

£m

31 January

2022

31 January

2021

£m

31 January

2021

Sterling

290.6 24.8% 197.4 20.8%

Euro

219.9 18.8% 208.3 21.9%

US dollar

450.6 38.4% 380.5 40.1%

Other European

95.7 8.2% 73.9 7.8%

Other

115.4 9.8% 89.1 9.4%

Total

1,172.2 100.0 949.2 100.0%

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

Outstanding commitments

31 January

2022

£m

31 January

2022

31 January

2021

£m

31 January

2021

Sterling

28.7 6.8% 43.7 10.4

Euro

200.4 47.9% 195.9 46.8

US dollar

189.5 45.3% 178.2 42.6

Other European – – 0.7 0.2

Total

418.6 100.0 418.5 100.0

DIVIDENDANALYSIS

Period ended

Revenue

return

per share

Ordinary

dividend

per share

Special

dividend

per share

Total

dividend

per share

Net

asset value

per share

Closing

mid-market

share price

31 January 2022

2.59 27.0 – 27.0 1,160.1 1,200.0

31 January 2021

2.59 24.0 – 24.0 1,384.4 966.0

31 January 2020

4.02 23.0 – 23.0 1,152.1 966.0

31 January 2019

2.69 22.0 – 22.0 1,056.5 822.0

31 January 2018

23.76 21.0 – 21.0 959.1 818.0

31 January 2017

8.13 20.0 – 20.0 871.0 698.5

31 January 2016

11.07 11.0 – 11.0 730.9 545.0

31 January 2015

12.96 10.0 5.5 15.5 695.2 575.0

31 January 2014

19.02 7. 5 8.0 15.5 677.2 563.5

31 January 2013

3.15 5.0 – 5.0 631.5 487.0

31 January 2012

6.33 5.0 – 5.0 569.4 357.0

31 January 2011

1.51 2.25 – 2.25 534.0 308.0

31 December 2009

(0.11) 2.25 – 2.25 464.1 305.0

31 December 2008

5.12 4.5 – 4.5 449.0 187.0

31 December 2007

8.86 8.0 – 8.0 519.4 474.0

31 December 2006

7.44 6.5 – 6.5 454.6 386.0

1 Includes the quarterly dividend of 6.0p paid on 4 March 2022 and the final dividend of 9p to be paid on 22 July 2022 subject to shareholder approval at the AGM.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 95

Alternative Performance Measures (‘APM’) are a term defined by

the European Securities and Markets Authority as ‘financial measures

of historical or future performance, financial position, or cash flows,

other than a financial measure defined or specified in the applicable

financial reporting framework’.

APMs are used in this report if considered by the Board and the

Manager to be the most relevant basis for shareholders in assessing

the overall performance of the Company and for comparing the

performance of the Company to its peers, taking into account

industry practice.

Definitions and reconciliations to IFRS measures are provided in the

main body of the report or in this Glossary, where appropriate.

Carried interest 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 subsidiary partnerships of the Company.

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 price below

the Company’s NAV per Share. In this circumstance, the price that

an investor pays or receives for a share would be less than the value

attributable to it by reference to the underlying assets. The Discount

is the difference between the share price and the NAV, expressed as

a percentage of the NAV. For example, if the NAV was 100p and the

share price was 90p, the Discount would be 10%.

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 (‘EV’) is the aggregate value of a company’s entire

issued share capital and Net Debt.

Exclusion List defines the business activities which are excluded

from investment.

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.

Glossary (unaudited)

General Partner (‘GP’) 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 comprise Direct Investments, as well

as investments in 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.

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.

Investment Period is the period in which funds are able to make new

investments under the terms of their fund agreements, typically up

to five years after the initial Commitment.

Last Twelve Months (‘LTM’) 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 funds 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 receives

a priority share ahead of distributions to Limited Partners.

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 capture

management fees and expenses, excluding finance costs, incurred

at the Company level only. The calculation does not include the

expenses and management fees incurred by any underlying funds.

ICG Enterprise Trust Plc Annual Report and Accounts 202296

FY22

Total per

income

statement

£’000

Amount

excluded from

AIC ongoing

charges

£’000

Included

ongoing

charges

£’000

Management fees

13,417 – 13,417

General expenses

2,082 491 1,591

Finance costs 2,565 2,565 –

Total 18,064 3,056 15,008

Total Ongoing Charges

15,008

Average NAV

1,070,494

Ongoing Charges as % of NAV

1.40%

The amount of general expenses excluded from AIC Ongoing Charges

includes £234,000 of legal and professional costs incurred in

connection with the bank facility, as finalised with Credit Suisse

during February 2021.

FY21

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 14,798 2,631 12,167

Total Ongoing Charges

12,167

Average NAV

834,566

Ongoing Charges as % of NAV

1.46%

Other Net Liabilities at the aggregated Company level represent net

other liabilities per the Company’s balance sheet. Net other liabilities

per the balance sheet of the subsidiaries are amounts payable under

the Co-investment Incentive Scheme Accrual.

Overcommitment refers to where private equity fund investors

make Commitments exceeding the amount of cash immediately

available for investment. When determining the appropriate level

of Overcommitment, careful consideration needs to be given to the

rate at which Commitments might be drawn down, and the rate at

which realisations will generate cash from the existing Portfolio to

fund new investment.

Portfolio represents the aggregate of the investment Portfolios of

the Company and of its subsidiary Limited Partnerships. This APM

is consistent with the commentary in previous annual and interim

reports. The Board and the Manager consider that disclosing

our Portfolio assists shareholders in understanding the value

and performance of the underlying investments selected by the

Manager. It is shown before the Co-investment Incentive Scheme

Accrual to avoid being distorted by certain funds and Direct

Investments on which ICG Enterprise Trust Plc does not incur these

costs (for example, on funds managed by ICG plc). Portfolio is

related to the NAV, which is the value attributed to our shareholders,

and which also incorporates the Co-investment Incentive Scheme

Accrual as well as the value of cash retained on our balance sheet.

The value of the Portfolio at 31 January 2022 is £1,172.2m

(2021: £949.2m).

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 2022

£m

IFRS balance

sheet fair

value

Net assets

of subsidiary

limited

partnerships

Co-investment

Incentive Scheme

Accrual

Total Company and

subsidiary Limited

Partnerships

Investments

1,123.7 (0.6) 49.1 1,172.2

Cash

41.3 – – 41.3

Other Net

Liabilities

(7.1) 0.6 (49.1) (55.6)

Net assets 1,157.9 – – 1,157.9

31 January 2021

£m

IFRS balance

sheet fair

value

Net assets

of subsidiary

Limited

Partnerships

Co-investment

Incentive Scheme

Accrual

Total 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

1 Investments as reported on the IFRS balance sheet at fair value comprise the total

of assets held by the Company and the net asset value of the Company’s investments

in the subsidiary Limited Partnerships.

Portfolio Return on a Local Currency Basis represents the change

in the valuation of the Company’s Portfolio before the impact of

currency movements and Co-investment Incentive Scheme Accrual.

The Portfolio return of 29.4% is calculated as follows:

£m FY22 FY21

Income, gains and losses on investments

245.5 190.6

Foreign exchange gains and losses included

in gains and losses on investments

17.2 (12.2)

Incentive accrual valuation movement

16.7 22.2

Total gains on Portfolio investments

excluding impact of foreign exchange

279.4 200.6

Opening Portfolio valuation

949.2 806.4

Portfolio Return on a Local Currency Basis

29.4% 24.9%

A reconciliation between the Portfolio Return on Local Currency Basis

and NAV per Share Total Return is disclosed under ‘Total Return’.

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 exclude any inflows from the

sale of fund positions via the secondary market.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 97

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 FY22 FY21

Cumulative realisation proceeds from full exits

in the year

211.5 85.7

Cost

108.1 35.6

Average return Multiple to Cost

2.6x 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 FY22 FY21

Realisation proceeds from Full Exits in the year

210.5 78.0

Prior Carrying Value (at previous quarterly

valuation prior to exit)

154.4 59.7

Realisation – Uplift to Carrying Value

36% 31%

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 FY22 FY21

Purchase of Portfolio investments

per cash flow statement

75.1 86.1

Purchase of Portfolio investments

within subsidiary investments

228.8 53.1

Total New Investment

303.7 139.2

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 FY22 FY21

Sale of Portfolio investments per cash flow statement

101.0 147.5

Sale of Portfolio investments, interest received and

dividends received within subsidiary investments

236.4 55.1

Interest income per cash flow statement

2.0 1.2

Dividend income per cash flow statement

1.6 5.4

Total Proceeds

342.9 209.2

Fund Disposals

9.4 71.9

Realisation Proceeds

333.5 137.3

Glossary (unaudited) continued

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 10 years to

the balance sheet date on a Total Return basis:

Total Return

performance

in years to

31 January 2022 1 year 3 years 5 years 10 years

Net Asset Value per Share

+24.4% +69.3% +114.2% +257.5%

Share price

+27.1% +57.5% +94.9% +325.5%

FTSE All-Share Index

+18.9% +21.7% +30.2% +104.4%

The table below shows the breakdown of the one-year Net Asset

Value per Share Total Return for the period:

Change in NAV

(% of opening NAV) FY22 FY21

Portfolio return on a Local Currency Basis

29.4% 24.9%

Currency movements in the Portfolio

(1.8%) 1.5%

Portfolio return in sterling

27.6% 26.4%

Effect of cash drag

(0.1%) 0.4%

Impact of net Portfolio movement

on net asset value

27.5% 26.8%

Expenses and other income

(1.5%) (1.9%)

Co-investment Incentive Scheme Accrual

(1.8%) (2.8%)

Increase in Net Asset Value

per Share before buybacks

24.2% 22.1%

Impact of share buybacks & dividend reinvestment

0.2% 0.4%

Net asset value per share Total Return

24.4% 22.5%

Undrawn Commitments are Commitments that have not yet been

drawn down (please see ‘Drawdowns’).

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 determining the value of a business enterprise.

Venture Capital refers to financing provided to a company in

the earlier stages of its lifecycle, either at the concept, start-up,

or early stage of that company’s development.

ICG Enterprise Trust Plc Annual Report and Accounts 202298

Address

ICG Enterprise Trust Plc

Procession House

55 Ludgate Hill

London EC4M 7JW

020 3545 2000

Registered number: 01571089

Place of registration: England

Website

www.icg-enterprise.co.uk

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

• www-uk.computershare.com/investor

• Telephone: 0370 889 4091

BMO savings schemes

Investors through BMO savings schemes

can contact the Investor Services team on:

• Telephone: 0345 600 3030

• Email: investor.enquiries@bmogam.com

Financial calendar

The announcement and publication of

the Company’s results may normally be

expected in the months shown below:

April/May: Final results for year announced,

Annual Report and Accounts

published

June: Annual General Meeting and

first quarter’s results announced

October: Interim figures announced and

half-yearly report published

January: Third quarter’s results

announced

All announcements can be viewed on

the Company’s website (see above).

Manager

ICG Alternative Investment Limited

Procession House

55 Ludgate Hill

London EC4M 7JW

020 3545 2000

Authorised and regulated by the Financial

Conduct Authority (FRN: 606186).

Broker

Numis Securities Limited

45 Gresham Street

London EC2V 7BF

Shareholder information

Dividend: 2021/2022

Quarterly dividends of 6.0p were paid on:

• 3 September 2021

• 3 December 2021

• 4 March 2022

A final dividend of 9p is proposed in respect

of the year ended 31 January 2022, payable

as follows:

Ex-dividend date: 7 July 2022 (shares trade

without rights to the dividend).

Record date: 8 July 2022 (last date for

registering transfers to receive the dividend).

Dividend payment date: 22 July 2022.

2022/23 dividend payment dates

Quarterly dividends will be paid in the

following months:

• September 2022

• December 2022

• March 2023

• July 2023

Payment of dividends

Cash dividends will be sent by cheque to the

first-named shareholder at their registered

address, to arrive on the payment date.

Alternatively, dividends may be paid direct

into a shareholder’s bank account via

Bankers’ Automated Clearing Service

(‘BACS’). This can be arranged by

contacting the Company’s registrar,

Computershare Investor Services PLC

(see contact details on this page).

Share price

The Company’s mid-market ordinary share

price is published daily in the Financial Times

and Daily Telegraph under the section

‘Investment Companies’. In the Financial

Times the ordinary share price is listed in the

sub-section ‘Conventional-Private Equity’.

Registrar services

Communications with shareholders are

mailed to the address held in the share

relating to the registered share holdings,

including a change of address or other

amendment, should be directed to

Computershare Investor Services PLC

(details on this page). For those shareholders

that hold their shares through the BMO

savings schemes, please contact the Investor

Services team (details on this page).

E-communications for shareholders

ICG Enterprise Trust Plc would like to

encourage shareholders to receive

shareholder documents electronically,

via our website or email notification instead

of hard copy format. This is a faster and more

environmentally friendly way of receiving

shareholder documents.

The online investor centre from our registrar,

Computershare, provides all of the

information required regarding your shares.

Its features include:

• The option to receive shareholder

communications electronically instead

of by post.

• Direct access to data held for you on

the share register including recent share

movements and dividend details.

• The ability to change your address or

dividend instructions online.

To receive shareholder communications

electronically in the future, including all

reports and notices of meetings, you just

need the Shareholder Reference Number

(‘SRN’) printed on your proxy form or

dividend notices, and knowledge of your

registered address. Please register your

details free at www.investorcentre.co.uk.

For those shareholders that hold their shares

through the BMO savings schemes, please

contact the BMO Investor Services team

(details on this page) to register your detail

for e-communications.

ISIN/SEDOL numbers

The ISIN/SEDOL numbers and ticker for the

Company’s ordinary shares are:

ISIN: GB0003292009

SEDOL: 0329200

Reuters: ICGT.L

AIC

The Company is a member of the Association

of Investment Companies (www.theaic.co.uk).

Legal notice

‘FTSE’ is a trade mark of certain LSE Group

companies. All rights in any FTSE index or

data referred to herein vest in the relevant

LSE Group company which owns the index or

the data. Neither LSE Group nor its licensors

accept any liability for any errors or omissions

in the indexes or data and no party may rely

on any indexes or data contained in this

communication. The LSE Group does not

promote, sponsor or endorse the content

of this communication.

STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION

ICG Enterprise Trust Plc Annual Report and Accounts 2022 99

ICG Enterprise Trust Plc is listed on the

London Stock Exchange and its shares can

be bought and sold just as those of any other

listed company. A straightforward way for

individuals to purchase and hold shares in the

Company is to contact a stockbroker, savings

plan provider or online investment platform.

You may be able to find a stockbroker using

the website of the independent Wealth

Management Association (‘WMA’)

at www.pimfa.co.uk.

You may also be able to purchase shares

via your bank account provider.

For a small fee, your chosen intermediary

can purchase shares in the Company on

your behalf.

BMO savings schemes

Investors through BMO savings schemes

can contact the Investor Services team on:

• Telephone: 0345 600 3030

• Email: investor.enquiries@bmogam.com

How to invest in ICG Enterprise Trust Plc

ISA status

The Company’s shares are eligible for

tax-efficient wrappers such as Individual

Savings Accounts (‘ISAs’), Junior ISAs, and

Self Invested Personal Pensions (‘SIPPs’).

Information about ISAs and SIPPs, as well

as general advice on saving and investing,

can be found on the government’s free

and independent service at

www.moneyhelper.org.uk.

As with any investment into a company

listed on the stock market, you should

remember that:

• the value of your investment and the

income you get from it can fall as well as

rise, so you may not get back the amount

you invested; and

• past performance is no guarantee of future

performance.

This is a medium to long-term investment so

you should be prepared to invest your money

for at least five years.

If you are uncertain about any aspect of

your decision to invest, you should consider

seeking independent financial advice.

Details of the Company’s website and

contact information for potential and

existing shareholders can be found

in the Shareholder information section

on the previous page.

ICG Enterprise Trust Plc Annual Report and Accounts 2022100

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ICG ENTERPRISE TRUST PLC

Procession House

55 Ludgate Hill

London

EC4M 7JW