Investing in private
companies to generate
defensive growth
ICG ENTERPRISE TRUST PLC
Annual Report and Accounts 2024
ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024
Defensive growth with
a disciplined approach
STRATEGIC REPORT
1 FY24 highlights
2 At a glance
4 Chair’s statement
8 Our purpose
10 Our investment strategy
12 Key performance indicators
14 Manager’s review
22 Stakeholder engagement
26 A culture of responsible investing
30 How we manage risk
33 Principal risks and uncertainties
37 Viability and going concern
statements
GOVERNANCE
38 Governance overview
40 Board of Directors
42 Corporate governance report
46 Report of the Directors
48 Directors’ remuneration report
52 Report of the Audit Committee
54 Statement of Directors’
responsibilities
FINANCIAL STATEMENTS
55 Independent auditor’s
report to the members
of ICG Enterprise Trust Plc
62 Income statement
63 Balance sheet
64 Cash flow statement
65 Statement of changes in equity
66 Notes to the financial statements
OTHER INFORMATION
84 30 largest fund investments
85 Portfolio analysis
87 Glossary
90 Shareholder information
91 Investment policy
92 Additional disclosures required
by the Alternative Investment
Fund Managers Directive
IBC How to invest in
ICG Enterprise Trust Plc
We seek to deliver consistently
strong returns by investing in
profitable private companies,
primarily in North America
and Europe.
icg-enterprise.co.uk
ICG Enterprise Trust Plc
Chair’s statement
ICG Enterprise Trust’s performance reinforces
the Board’s confidence in the resilience of the
Portfolio and the benefits through economic
cycles of our strategic focus on defensive growth.
P4
Our purpose
Providing shareholders with access to
the attractive long-term returns generated
by investing in private companies.
P8
Our investment strategy
Amid heightened macroeconomic and geopolitical
volatility, we maintained discipline in our investment
approach and delivered our 15
th
consecutive year
of Portfolio growth on local currency basis.
P10
• Portfolio companies’ operating performance demonstrated
resilient defensive growth characteristics.
• Clear approach to capital allocation with a focus on creating
sustainable shareholder value.
PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS
1,2
5.9%
(31 January 2023: 10.5%)
NAV PER SHARE TOTAL RETURN
1,2
2.1%
(31 January 2023: 14.5%)
SHARE PRICE TOTAL RETURN
1,2
9.6%
(31 January 2023: -2.3%)
1 This is an APM. Further details are set out in the Glossary on page 87.
2 Unless otherwise stated, all share price and NAV per Share performance figures
are stated on a Total Return basis (i.e. including the effect of reinvested dividends).
KEY PERFORMANCE INDICATORS: P12
Please note
In the Chair’s statement, Manager’s review and Other information sections, reference is
made to the ‘Portfolio’ (2024: £1,349m; 2023: £1,406m). 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 direct investments selected by the Manager. The Portfolio
does not include the Co-investment Incentive Scheme Accrual (2024: £54.4m; 2023: £58.1m).
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 87 to 89.
Stakeholder engagement
Considering the long-term consequences of our
decisions and their impact upon our stakeholders
and the wider community and environment.
P22
Our investment strategy of focusing
on businesses with defensive growth
characteristics has resulted in our
portfolio companies reporting
another period of strong operating
performance.
Manager’s
review
P14
£1,349m
(31 January 2023: £1,406m)
1,909p
(31 January 2023: 1,903p)
PORTFOLIO VALUE NAV PER SHARE
AT A GLANCE: P2
FY24 HIGHLIGHTS
ICG Enterprise Trust Plc Annual Report and Accounts 2024 1
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
~50%~50%
40%
52%
8%
~50%
~25%
~25%
57%
28%
15%
AT A GLANCE
A PORTFOLIO OF COMPANIES WITH DEFENSIVE GROWTH CHARACTERISTICS
SEE PAGE 10
SUPPORTED BY OUR
MANAGER, ICG, A LEADING
GLOBAL ALTERNATIVE
ASSET MANAGER
Our Manager’s expertise and
access, along with our unique
access to ICG-managed funds
and direct investments, have
greatly benefited our shareholders
since our partnership began.
Leveraging ICG’s scale and experience
Combining our proven strategy and
balanced approach with the strength
of ICG’s global platform
A GLOBAL PLATFORM
DEVELOPING LONG-TERM RELATIONSHIPS
PROPRIETARY DEAL FLOW
WHAT WE INVEST IN
Cash-generative companies in North America and Europe
OUR POINTS OF DIFFERENCE
CLEAR INVESTMENT STRATEGY
A focus on investing in defensive
growth companies
ACTIVELY CONSTRUCTED PORTFOLIO
Exposure to profitable, cash-generative private
companies in North America and Europe
DEDICATED INVESTMENT TEAM
A dedicated and highly experienced
investment team
INVESTMENT TYPE GEOGRAPHIC SPLIT NET CASH/(NET DEBT)
HOW WE MANAGE OUR ASSETS
PORTFOLIO COMPOSITION BALANCE SHEET
31 January 2024 outcome:
53%
Primary Funds
29%
Direct
Investments
18%
Secondary
Investments
+10%
(10%)
0%
Five-year average: (1%)
(31 January 2024: (1%))
$86bn
Assets under management
35
Year track record
17
Locations globally
T
A
R
G
E
T
T
A
R
G
E
T
FIVE-YEAR
AVERAGE
FIVE-YEAR
AVERAGE
Primary Funds
Direct Investments
Secondary Investments
North America
Europe (including the UK)
Other
31 January 2024 outcome:
42%
North America
51%
Europe
(including the UK)
7%
Other
ICG Enterprise Trust Plc Annual Report and Accounts 20242
INVESTMENT COMMITTEE OVERSIGHT
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.
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.
HOW WE MANAGE OUR PORTFOLIO
Our business model enables us to realise long-term value by combining
our proven strategy alongside our Manager’s global platform
A DILIGENT INVESTMENT PROCESS
Including ESG considerations and disciplined capital allocation
UNDERPINNED BY OUR APPROACH TO RESPONSIBLE INVESTING
SEE PAGE 26
How we benefit
ACCESS
INSIGHTS
EXPERTISE
32.5%
of Portfolio in
ICG-managed assets
10.9%
Local currency return on
ICG-managed assets for the
year ended 31 January 2024
icgam.com
Go online to find out more
information about our Manager.
SOURCE
OPPORTUNITIES
ANALYSE
& INVEST
MONITOR &
ACTIVELY MANAGE
PORTFOLIO
REINVEST OR
RETURN
ICG Enterprise Trust Plc Annual Report and Accounts 2024 3
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
I am confident that our
long-term investment
strategy focused on
generating defensive
growth has a meaningful
role to play in many
investors’ portfolios.
JANE TUFNELL
CHAIR
CHAIR’S STATEMENT
4 ICG Enterprise Trust Plc Annual Report and Accounts 2024
Board oversight of the
Manager (including
the ability to give
specific instructions)
Dear fellow shareholders,
ICG Enterprise Trust ended the financial year with a NAV per Share of
1,909p, representing a NAV per Share Total Return of 2.1%. Over the
last five years we have generated an annualised NAV per Share Total
Return of 14.6% and an annualised Share Price Total Return of 11.2%.
To put that in absolute terms, if you had invested in £1,000 in ICG
Enterprise Trust’s shares on 31 January 2019 and had reinvested all
dividends received, your shares at 31 January 2024 would be worth
approximately £1,698. Those figures are net of all fees and expenses
1
.
OUR INVESTMENT STRATEGY IS DELIVERING
In the 12 months under review, your Company’s Portfolio grew in
local currency terms by 5.9%. This performance is spread across
all three of our routes to market: Primary, Direct and Secondary
investments, with Direct and Secondary investments demonstrating
slight outperformance compared to Primary investments,
showing the benefit of active fund management by the dedicated
ICG Enterprise Trust investment team.
This year we had 38 Full Exits of investments, which were executed at a
weighted average Uplift to Carrying Value of 29.5%. This uplift, coupled
with the strong financial performance of the underlying companies,
gives me confidence in the carrying valuation of our Portfolio.
In a financial year which started with a regional banking crisis in the US,
persistent inflation and high interest rates, optimism returned towards
the latter stages of the period that the worst may be over. The question
on many investors’ minds now is central banks’ behaviour with regard
to the direction and pace of future interest rate movements.
DEFINING A CLEAR GOVERNANCE STRUCTURE
SERVICE PROVIDERS
Supervision of
service providers
by the Manager
Board oversight
of service providers
MANAGEMENT
ENGAGEMENT
COMMITTEE
AUDIT
COMMITTEE
CORPORATE
BROKERS
NOMINATIONS
COMMITTEE
INVESTMENT MANAGER
Broad delegated authority under
the Management Agreement,
subject to investment policies,
procedures and guidelines
(and Articles of Association).
AUDITOR
ADMINISTRATOR
AND COMPANY
SECR ETA RY
CUSTODIAN/
DEPOSITARY
LEGAL / TA X
ADVISERS
REGISTRAR
SHAREHOLDER
REL ATIONS &
MARKETING
BOARD OF DIRECTORS
1 Note performance data excludes taxes that the end investor may incur and dealing costs such as platform fees.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 5
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
FOCUS ON SHAREHOLDER VALUE
CHAIR’S STATEMENT CONTINUED
LOOKING AHEAD – AN INVESTMENT THAT DESERVES WIDER RECOGNITION
I thank all shareholders for your support over the past year. I have
spoken to many of you during the last few months and I am confident
that our long-term investment strategy focused on generating defensive
growth has a meaningful role to play in many investors’ portfolios.
We support the Bill to amend the regulatory requirement for cost
disclosure as led by Baroness Altmann in the House of Lords in
March this year. These legislative changes would create greater
understanding of the sector and are much needed.
To the extent that the coming quarters see increased levels of
transaction volumes, I believe this is likely to provide further proof points
that our valuations are supportable and that our NAV can be relied
upon by shareholders as an indicator of the value of their investment.
DIVIDEND FY24
The Board is proposing a final dividend of 9p per share. Together
with the three interim dividends of 8p per share, this will result in
total dividends for the year of 33p per share, representing a 10%
increase on the prior year dividends and the eleventh consecutive
year of ordinary dividend per share increases.
1. INVESTMENT STRATEGY
Since ICG became our Manager
in 2016, we have become fully
invested and have increased
allocations to North America
and to Secondary investments.
These shifts have positively
impacted the Portfolio returns,
and our focus on buyouts of
companies with defensive
growth characteristics –
with no exposure to venture
capital or growth equity – has
proven its worth and role in
shareholders’ portfolios.
Our Portfolio is generating
compounding growth. We have
a dedicated investment team
to execute our strategy, which
we believe will continue to
perform in the years ahead.
Your Board’s approach to maximising shareholder value is anchored around four pillars, which can
be grouped into two categories: i) optimising the NAV return; and ii) aligning as closely as possible
the shareholder experience with the NAV return.
Executed effectively, these four pillars should ensure that we have an attractive investment Portfolio; a clear NAV development;
an appropriate form of shareholder returns between capital appreciation, dividend and buybacks; and an increasingly deep pool
of investor interest.
Both the Board and employees of the Manager have significant interest in this approach succeeding, in aggregate owning over
250,000 shares in ICG Enterprise Trust.
2. COST BASE
We work with our Manager and
other providers to ensure that
costs are appropriate, and to
maximise the net return of our
investment strategy. Effective
February 2023, we announced
a cap on our management fee
rate and a change to the cost
sharing arrangement with the
Manager, which combined
have saved shareholders
approximately £1.9 million
in FY24.
3. CAPITAL ALLOCATION
We focus on the allocation
of capital between new
investments and distributions
to shareholders. To-date we
have had two mechanisms
of distributing capital: a
progressive dividend policy
(since 2017); and, since
October 2022, a long-term
share buyback programme.
Since its launch and up to and
including 1 May 2024, we have
been in the market on more
than 100 separate occasions
and have returned £22 million
to shareholders through
buybacks. I am proud that we
were early movers in taking a
deliberate, long-term approach
to buybacks and am pleased
with the execution so far.
Today we are also announcing
a new, third component to
our shareholder distributions
for FY25 – an opportunistic
share buyback programme.
See page 21 for further details.
4. EFFECTIVE MESSAGING
AND SHAREHOLDER
ENGAGEMENT
In recent quarters we have
significantly advanced
ICG Enterprise Trust’s
communications through
clarified messages, a new
website, and enhanced
disclosure on the performance
of the portfolio companies.
Today, supported by our
recently-announced
partnership with Cadarn
Capital, we are meeting
with many more current
and potential shareholders.
This effort is continuing,
and we believe it will help
generate incremental
demand for our shares.
OPTIMISING NAV RETURN ALIGNING SHAREHOLDER EXPERIENCE TO NAV RETURN
ICG Enterprise Trust Plc Annual Report and Accounts 20246
UPCOMING DATES FOR YOUR DIARIES
Annual General Meeting
The Annual General Meeting will be held on 25 June 2024.
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.
Shareholder seminar
We will be holding a shareholder seminar for institutional
shareholders and research analysts on 18 June 2024,
with registration and breakfast starting at 8:45AM BST.
Topics include:
• Navigating the private equity landscape
• The environment for financing buyouts
• Secondaries and their role in a portfolio
• ICG Enterprise Trust’s positioning and opportunity set
Shareholders should contact icg-enterprise@icgam.com
should they wish to attend.
Please note that for regulatory reasons this event is only
open to institutional investors and research analysts.
25 JUNE 2024
18 JUNE 2024
As private ownership of companies continues to grow in the coming
years, ICG Enterprise Trust’s purpose – to make the private available
to the public – will be evermore valid. We enable you to invest in
parts of the economy that you cannot directly access through public
markets. I believe our investment approach will continue to generate
attractive risk-adjusted returns in the future, and our evergreen
capital base combined with our dedicated investment team and
broader support of the ICG network means we have the financial
and human resources needed to execute successfully.
I look forward to working hard with my Board colleagues, the
Manager and the wider investment community to further the
interests of ICG Enterprise Trust in the coming year and beyond.
Jane Tufnell
Chair
7 May 2024
I look forward to working
hard with my Board
colleagues, the Manager
and the wider investment
community to further the
interests of ICG Enterprise
Trust in the coming year
and beyond.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 7
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Jan 19 Jan 20 Jan 21 Jan 24Jan 23Jan 22
OUR PURPOSE
A clear 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.
NET ASSET VALUE
Our disciplined investment
approach and flexible mandate
have delivered returns in excess
of public markets across cycles.
The 2.1% NAV per Share Total
Return in the year further extends
the Company’s long track record
of growth and outperformance.
SHARE PRICE TOTAL RETURN
A £100 initial investment in ICG
Enterprise Trust in January 2019
would have provided a Share
Price Total Return at January
2024 of £170, compared to £130
for the FTSE All-Share Index.
OUR STRONG TRACK RECORD
OF GENERATING VALUE
97.8%
Five-year cumulative NAV
per Share Total Return
69.8%
Five-year cumulative
Share Price Total Return
11.2%
Five-year annualised
Share Price Total Return
£198
NAV TOTAL RETURN
JAN 2024
£100
JAN 2019
£170
SHARE PRICE
TOTAL
RETURN
JAN 2024
£130
FTSE ALL-SHARE
TOTAL RETURN
JAN 2024
ICG Enterprise Trust Plc Annual Report and Accounts 20248
DEFINES EVERYTHING WE DO,
AND HOW WE DO IT, IMPACTING
ALL ASPECTS OF OUR BUSINESS
GOVERNANCE
By encouraging entrepreneurial and
responsible management, supported
by a robust governance framework,
we support the creation of long-term,
sustainable value.
SEE PAGE 38
A CULTURE OF
RESPONSIBLE INVESTING
A targeted approach to
responsible investing embedded
within our investment approach.
SEE PAGE 26
STAKEHOLDER
ENGAGEMENT
By understanding
our stakeholders, we
take a holistic view of
the potential impact
of our decisions.
SEE PAGE 22
OUR INVESTMENT STRATEGY
We aim to build a portfolio of
companies with defensive growth
characteristics that will generate
consistently strong returns for
shareholders, over the long term.
SEE PAGE 10
ICG Enterprise Trust Plc Annual Report and Accounts 2024 9
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR INVESTMENT STRATEGY
Through this approach, we
aim to maintain a portfolio of
companies with defensive growth
characteristics, as we believe
these companies will generate the
most resilient and consistently
strong returns over the long term.
We focus on the buyout segment of
the private equity market, in which
target companies are typically
profitable, cash generative and more
mature. Within buyouts, our focus is
on mid-market and larger transactions,
partnering with leading private equity
managers in developed markets.
A STRONG
MARKET POSITION
A PROVIDER OF
MISSION-CRITICAL
SERVICES
A HIGH MARGIN
BUSINESS MODEL
STRONG PRICING
POWER
Highly focused
Our approach to generating long-term capital growth
INVESTING IN COMPANIES WITH STRONG DEFENSIVE GROWTH CHARACTERISTICS
LEADING PRIVATE EQUITY MANAGERS
Track records of investing well
through cycles
REDUCING RISK
REDUCING RISK
GENERATING ALPHA
GENERATING ALPHA
MID-MARKET AND LARGER DEALS
More likely to be resilient and attract
stronger management teams
DEVELOPED MARKETS
Primarily in North America and Europe; more mature markets,
more experienced managers
BUYOUTS
More consistent returns profile, with less risk
than other private equity strategies
ALL PRIVATE EQUITY
DEFENSIVE
GROWTH
COMPANIES
ICG Enterprise Trust Plc Annual Report and Accounts 202410
Year 0
Year 10
Fund life
OUT
IN
OUT
IN
Year 0 Year 10
Investment period
Year 0 Year 10
OUT
IN
Investment period
PRIMARY FUNDS
Commitments to new private
equity funds.
INDICATIVE CASH PROFILE
Primary Fund commitments are typically
drawn down over three to five years and
are repaid as the underlying fund realises
its investments.
Note: values are weighted averages for the respective Portfolio segment; see Glossary for definition and calculation methodology.
53%
Portfolio Investments
SECONDARY INVESTMENTS
Acquiring fund interests and
commitments from other investors.
INDICATIVE CASH PROFILE
Investments in mature private equity
funds which have an established portfolio
typically return capital earlier than a
Primary Fund investment.
18%
Portfolio Investments
DIRECT INVESTMENTS
Investing directly in companies
alongside funds managed by ICG
and third-party fund managers.
INDICATIVE CASH PROFILE
Direct Investments are realised when
the underlying portfolio company is
sold by its underlying manager.
29%
Portfolio Investments
32%
Of the Portfolio is invested into ICG-managed Funds and Direct Investments
PORTFOLIO COMPANY PERFORMANCE
As we focus on building out our Portfolio with an eye on the future,
its performance over the last financial year continues to be resilient:
67. 5%
PORTFOLIO
COVERAGE
11.6%
LTM
1
REVENUE
GROWTH
14.2%
LTM
1
EBITDA
GROWTH
4.6x
NET DEBT/
EBITDA
2
14.6%
ENTERPRISE
VALUE/EBITDA
2
E
N
L
A
R
G
E
D
P
E
R
I
M
E
T
E
R
1 Last Twelve Months.
2 Weighted average metrics exclude PetSmart, for which EBITDA multiple is not an appropriate valuation metric.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 11
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
1 YEAR 5.9%
14.8% P.A.
17.1% P.A.
3 YEARS
5 YEARS
KEY PERFORMANCE INDICATORS
Assessing our performance
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.
PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS
5.9%
PROGRESS IN THE YEAR
The Portfolio generated a local currency return of 5.9% in the 12 months
to 31 January 2024 (31 January 2023: 10.5%). A reconciliation of the
performance can be found in the Glossary on page 87.
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.
EXAMPLES OF RELATED FACTORS THAT WE MONITOR
• Monitoring of the Portfolio performance and watchlist
• Valuations provided by underlying managers
• Performance of Primary Funds, Secondary Investments and
Direct Investments
• 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
• Portfolio composition
STREAMLINING OUR PERFORMANCE MEASURES
This year we have reduced our set of KPIs from four to
three. With an increasing focus on share buybacks as a
component of shareholder return, Total Dividend per
ordinary share no longer provides sufficient coverage of
our progress. We maintain both our progressive dividend
policy and long-term share buyback programme, and
therefore Total Shareholder Return, an existing KPI,
provides a more holistic measure of the value generated
for shareholders.
We make long-term investments to generate compounding value over multiple years,
and believe our performance should be judged on a multi-year basis.
We engage in the thoughtful
review and optimisation
of our performance KPI
measures by continuously
refining these metrics.
Through this process, we
unlock the pathway to
sustained performance
delivery for our shareholders.
JANE TUFNELL
CHAIR
Rationale
ICG Enterprise Trust Plc Annual Report and Accounts 202412
1 YEAR 2.1%
13.3% P.A.
14.6% P.A.
3 YEARS
5 YEARS
1.9%
8.4%
5.5%
FTSE All-Share
Index Total
Return
1.9%
8.4%
5.5%
FTSE All-Share
Index Total
Return
1 YEAR
3 YEARS
5 YEARS
11.1% P.A.
11.2% P.A.
9.6% P.A.
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.
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.
HOW WE MANAGE RISK: P30
PRINCIPAL RISKS AND UNCERTAINTIES: P33
NAV PER SHARE TOTAL RETURN
2.1%
PROGRESS IN THE YEAR
The Company has continued to build on its positive performance,
reporting NAV per Share Total Return of 2.1% in the 12 months to
31 January 2024 (31 January 2023: 14.5%). The FTSE All-Share Total
Return was 1.9% over the same period (31 January 2023: 5.2%).
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.
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
• Portfolio composition
• Net gearing
SHARE PRICE TOTAL RETURN
9.6%
PROGRESS IN THE YEAR
The Company’s share price increased to 1,226p. Together with dividends
of £21.7m paid in the year, we generated a Share Price Total Return of
9.6% in the 12 months to 31 January 2024 (31 January 2023: -2.3%).
The FTSE All-Share Total Return was 1.9% over the same period
(31 January 2023: 5.2%). See page 4 for more details.
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.
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 the listed private equity peer group
• Level of discount in absolute terms and relative to the listed
private equity peer group
• Trading liquidity and demand for the Company’s shares in
conjunction with marketing activity
LINK TO STRATEGIC OBJECTIVE
• Portfolio composition
• Net gearing
• Progressive dividend policy and share buyback programme
ICG Enterprise Trust Plc Annual Report and Accounts 2024 13
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
MANAGER’S REVIEW
Against a background
of slower market-wide
activity, our evergreen
capital structure,
well-capitalised balance
sheet and strong
relationships are enabling
us to continue to invest
for future growth.
OLIVER GARDEY
HEAD OF PRIVATE EQUITY FUND INVESTMENTS
14 ICG Enterprise Trust Plc Annual Report and Accounts 2024
Primary
Direct
Secondary
Primary
Secondary
The following table sets out IFRS metrics and the APM equivalents:
IFRS 31 January 2024
£m
31 January 2023
£m
APM 31 January 2024
£m
31 January 2023
£m
Investments 1,296 1,349 Portfolio 1,349 1,406
NAV 1,283 1,301 Realisation Proceeds 171 252
Cash flows from the sale
of portfolio investments
41 32 Total Proceeds 239 252
Cash flows related to the purchase
of portfolio investments
25 62 Total New Investment 137 287
The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and IFRS.
Alternative Performance Measures
The Board and the Manager monitor the financial performance of the
Company on the basis of Alternative Performance Measures (APM),
which are non-IFRS measures. The APM predominantly form the basis
of the financial measures discussed in this review, which the Board
believes assists shareholders in assessing their investment and the
delivery of the investment strategy.
The Company holds certain investments in subsidiary entities. The
substantive difference between APM and IFRS is the treatment of
the assets and liabilities of these subsidiaries. The APM basis “looks
through” these subsidiaries to the underlying assets and liabilities
they hold, and it reports the investments as the Portfolio APM. Under
IFRS, the Company and its subsidiaries are reported separately.
The assets and liabilities of the subsidiaries are presented on the
face of the IFRS balance sheet as a single carrying value. The same
is true for the IFRS and APM basis of the Cash flow statement.
INVESTING TODAY...
Enabling us to invest in
a slower environment
NEW DIRECT INVESTMENTS
• Archer Technologies
• Ping Identify
• Atlas Technical Consultants
• Big Blue Marble Academy
£137m
New Investments
...COMMITTING TO TOMORROW
Accessing top-tier managers
and maintaining an active
investment programme
CAPITALISING ON OPPORTUNITIES
• Commitments made to 12 funds
• Two commitments to ICG-managed funds, totalling £42m
£153m
New fund
commitments
ICG Enterprise Trust Plc Annual Report and Accounts 2024 15
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
MANAGER’S REVIEW CONTINUED
Our investment strategy
We focus on investing in buyouts of profitable, cash-generative
businesses in developed markets that exhibit defensive growth
characteristics which we believe support strong and resilient
returns across economic cycles.
We take an active approach to portfolio construction, with a flexible
mandate that enables us to deploy capital in Primary, Secondary and
Direct investments. Geographically, we focus on the developed markets
of North America and Europe which have deep and mature private equity
markets, supported by a robust corporate governance ecosystem.
Medium-term
target
Five-year
average
1
31 January
2024
1. Target Portfolio composition
2
Investment category
Primary ~50% 57% 53%
Direct ~25% 28% 29%
Secondary ~25% 15% 18%
Geography
2
North America ~50% 40% 42%
Europe (including the UK) ~50% 52% 51%
Other ~0% 8% 7%
2. Balance sheet
Net cash/(debt)
3
~0% (1)% (1)%
1 Five year average is the linear average of FY exposures for FY20-FY24.
2 As a percentage of Portfolio.
3 (Net cash)/debt as a percentage of NAV.
ICG Enterprise Trust benefits from access to ICG-managed funds and
ICG-managed direct co-investments, which represented 32% of the
Portfolio value at the period end and generated a 10.9% return on a
local currency basis.
The market during FY24 and its impact on
ICG Enterprise Trust
1
The private equity buyout market globally saw a year-on-year decline in
the value of investments and realisations in 2023, down 37% and 44%
respectively compared to 2022. This marks the second consecutive
year of reductions, and is the steepest decline in activity since the
Global Financial Crisis. While ICG Enterprise Trust’s business activity
did reduce, we continued to be cashflow positive at the Portfolio level.
Whilst private markets fundraising overall was down in 2023, global
fundraising for buyouts (by value) was up by 18% compared to 2022.
However, there was a significant shift towards larger funds, and as
a result the average fund size increased while the number of funds
raised reduced. This meant that despite a seemingly buoyant market,
it remained a difficult fundraising environment for the vast majority
1 Market data, where quoted, from Bain & Company ‘Global Private Equity Report 2024’, March 2024: www.bain.com/insights/topics/global-private-equity-report.
of managers. This benefits LPs such as ICG Enterprise Trust, with
evergreen capital structures and well-capitalised balance sheets,
as we were able to access the highest quality and most sought-after
managers, while achieving more favourable legal terms. Looking
ahead, this will also improve our opportunity set for both direct and
secondary investments.
From a Portfolio perspective, private market valuations have continued
to show more stability than public markets, and the market-wide trend
of generally realising investments at uplifts to NAV has continued – a
trend that ICG Enterprise Trust has also observed. This is supported
by the strong operational performance our portfolio companies have
reported during the year.
The combination of lower transaction activity and higher debt financing
costs has meant that we executed on our investment strategy with
elevated levels of caution during FY24. We had a particular focus on
managing our balance sheet conservatively, and reduced the number
of direct investments we made, preferring to get wider exposure to
the market through primary transactions. In environments such as
these, our focus on investing in companies with defensive growth
characteristics demonstrates its value for shareholders who are looking
for long-term compounding growth.
Performance overview
At 31 January 2024, our Portfolio was valued at £1,349m, and the
Portfolio Return on a Local Currency Basis for the financial year was
5.9% (FY23: 10.5%), driven by broad-based growth across Primary,
Secondary and Direct Co-investment. The performance was impacted
by a decline in the share price of Chewy (which now represents 1.4%
of our Portfolio), and the impact of the secondary sale we undertook.
Excluding these factors, we estimate the Portfolio Return on a Local
Currency Basis would have been ~8.7%.
During the period, the Portfolio value on a sterling basis decreased
due to FX movements by £39m (-2.7%), and the Portfolio Return on
a Sterling Basis was therefore 3.2%.
As part of our active approach to managing our Portfolio, we
executed a Secondary sale of certain investments that we expect to
generate lower returns in the future than the rest of the Portfolio and
than we expect to achieve from new investments. The sale generated
an attractive net return of 1.8x invested cost, and gross cash proceeds
of £68m that were received in December 2023. It also reduced our
undrawn commitments by £9m. The sale was executed at a discount
of 15.9%, which we estimate led to a reduction in our NAV per Share
of approximately 1%.
The net result for shareholders was that ICG Enterprise Trust
generated a NAV per Share Total Return of 2.1% during FY24,
and ended the period with a NAV per Share of 1,909p.
For Q4 the Portfolio Return on a Local Currency Basis was 1.2%
and the NAV per Share Total Return was (2.1)%, with the latter being
negatively impacted by movements in FX as well as the secondary
sale executed during December 2023.
Our portfolio companies
are performing strongly
ICG Enterprise Trust Plc Annual Report and Accounts 202416
Movement in the Portfolio
£m
12 months to
31 January 2024
12 months to
31 January 2023
Opening Portfolio
1
1,406 1,172
Total New Investments 137 287
Total Proceeds (239) (252)
Portfolio net cashflow (102) 35
Valuation movement
2
83 123
Currency movement (39) 76
Closing Portfolio 1,349 1,406
% Portfolio growth (local currency) 5.9% 10.5%
% Currency movement (2.7)% 6.5%
% Portfolio growth (sterling) 3.2% 17.0%
Impact of net cash/(net debt) (0.3)% (0.2)%
Management fee and other expenses (1.4)% (1.5)%
Co-investment Incentive Scheme Accrual (0.1)% (1.2)%
Impact of share buybacks and dividend reinvestment 0.7% 0.3%
NAV per Share Total Return 2.1% 14.5%
1 Refer to the Glossary.
2 94% of the Portfolio is valued using 31 December 2023 (or later) valuations (FY23: 93%).
Executing our investment strategy
COMMITMENTS
In an environment where many investors are restricted in their ability to commit new capital, our
evergreen capital structure and flexible investment mandate enables us to commit through the
cycle, maintaining vintage diversification for our Portfolio and sowing the seeds for future growth.
During the period we made 12 new fund Commitments totalling £153m, including £42m
to funds managed by ICG, as detailed below:
Fund Manager Commitment during the period
Local currency £m
ICG Mid-Market II ICG €25.0m £22.0m
ICG Strategic Equity V ICG $25.0m £20.3m
New Mountain VII New Mountain $20.0m £16.4m
Bowmark VII Bowmark £15.0m £15.0m
Cinven VIII Cinven €15.0m £13.2m
CVC IX CVC €15.0m £13.0m
Resolute VI TJC $15.0m £12.0m
Apax XI Apax €10.0m £8.8m
Bregal Unter IV Bregal €10.0m £8.7m
Audax VII Audax $10.0m £8.0m
Genstar XI Genstar $10.0m £8.0m
Hellman & Friedman XI Hellman & Friedman $10.0m £8.0m
At 31 January 2024, ICG Enterprise Trust had outstanding Undrawn Commitments of £552m.
Activity during the financial year
COMMITMENTS
Making commitments to funds, which
expect to be drawn over 3 to 5 years:
£153m
(FY23: £203m)
TOTAL NEW INVESTMENTS
Cash deployments into portfolio
companies, either through funds
or directly:
£137m
(FY23: £287m)
GROWTH
Driving growth and value creation
of our portfolio companies:
£83m
(FY23: £123m)
TOTAL PROCEEDS
Cash realisations of investments
in portfolio companies, plus
Fund Disposals:
£239m
(FY23: £252m)
ICG Enterprise Trust Plc Annual Report and Accounts 2024 17
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
MANAGER’S REVIEW CONTINUED
Movement in Outstanding Commitments
Year to
31 January 2024
£m
Undrawn Commitments as at 1 February 2023 496.7
New Fund Commitments 153.3
New Commitments relating to Co-investments 24.7
Drawdowns (136.7)
Currency and other movements, including
repayment of commitments which can be reinvested
14.0
Undrawn commitments as at 31 January 2024 552.0
Total Undrawn Commitments at 31 January 2024 were comprised of
£434m of Undrawn Commitments to funds within their Investment
Period, and a further £118m was to funds outside their Investment Period.
31 January 2024
£m
31 January 2023
£m
Undrawn Commitments:
funds in Investment Period
434 367
Undrawn Commitments:
funds outside Investment Period
118 130
Total Undrawn Commitments 552 497
Total available liquidity
(including debt facility)
(196) (167)
Overcommitment net
of total available liquidity
356 330
Overcommitment %
of net asset value
27.8% 25.3%
Commitments are made in the funds’ underlying currencies. The currency
split of the undrawn commitments at 31 January 2024 was as follows:
Undrawn Commitments
31 January 2024 31 January 2023
£m % £m %
US dollar 290 52.5% 254 51.1%
Euro 236 42.7% 226 45.5%
Sterling 26 4.8% 17 3.4%
Total 552 100.0% 497 100%
INVESTMENT
Total new investments of £137m during the period, of which 15%
(£20.5m) were alongside ICG. New investment by category detailed
in the table below:
Investment Category
Cost
(£m)
% of New
Investments
Primary 92 67.1%
Direct 33 23.9%
Secondary 12 9.0%
Total 137 100.0%
During the financial year we made four new Direct Co-investments
for a combined value of £24m. The balance of Direct Co-investments
is comprised of £9m of incremental drawdowns across existing
Direct Co-investments.
The ten largest new investments in the period were as follows:
Investment Description Manager Country Cost £m
1
Archer Technologies Developer of governance, risk and compliance software Cinven United States 11.1
Ping Identity Provider of intelligent access management solutions Thoma Bravo United States 10.7
Atlas Technical
Consultants
Provider of professional testing, inspection, engineering,
environmental and consulting services
GI Partners United States 6.5
Big Blue Marble Academy Operator of schools Leeds Equity United States 3.6
PerkinElmer Provider of analytical testing New Mountain United States 2.7
Independence Products Provider of prescribed infection prevention products Graphite United Kingdom 1.5
group.ONE Provider of web hosting and domain services Cinven Sweden 1.5
NovaTaste Supplier of ingredients for the food industry PAI Austria 1.5
Maxar Provider of geospatial intelligence and satellite
manufacturing services
Advent United States 1.4
Envalior Provider of engineering materials solutions Advent Germany 1.3
Top 10 largest underlying new investments 41.7
1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any direct investments in the period.
ICG Enterprise Trust Plc Annual Report and Accounts 202418
GROWTH
The Portfolio grew by £83 million (+5.9%) on a Local Currency Basis
in the 12 months to 31 January 2024.
Growth was reasonably balanced across the Portfolio:
• By investment type, growth was spread across Primary (+5.3%),
Secondary (+7.5%) and Direct Co-investment (+6.2%)
• By geography, North America and Europe experienced
similar growth
The growth in the Portfolio is underpinned by the performance of our
portfolio companies, which delivered robust financial performance
during the period, generating double-digit revenue and EBITDA
growth over the last 12 months and with prudent leverage.
Portfolio growth was impacted by a decline in the share price of
Chewy and the impact of the secondary sale we undertook. Excluding
these factors, we estimate the Portfolio Return on a Local Currency
Basis would have been ~8.7%.
Portfolio metrics
1
Top 30
Enlarged
Perimeter
Portfolio coverage 38.6% 67. 5%
Last Twelve Months (‘LTM’)
revenue growth
10.1% 11.6%
LTM EBITDA growth 12.8% 14.2%
Net Debt/EBITDA
2
4.4x 4.6x
Enterprise Value/EBITDA
2
14.6x 14.6x
1 Values are weighted averages for the respective portfolio segment; see Glossary
for definition and calculation methodology.
2 Weighted average metrics exclude Chewy, for which EBITDA multiple is not an
appropriate valuation metric.
QUOTED COMPANY EXPOSURE
We do not actively invest in publicly quoted companies but gain
listed investment exposure when IPOs are used as a route to exit an
investment. In these cases, exit timing typically lies with the manager
with whom we have invested.
At 31 January 2024, ICG Enterprise Trust’s exposure to quoted
companies was valued at £64m, equivalent to 4.8% of the Portfolio
value (FY23: 7.8%). The share price of our largest listed exposure,
Chewy, decreased by 62% in local currency (USD) during the period.
This negatively impacted the Portfolio Return on a Local Currency
Basis by approximately 1.8%.
At 31 January 2024 there was one quoted investment that individually
accounted for 0.5% or more of the Portfolio value:
Company Ticker
31 January 2024
% of Portfolio value
Chewy CHW Y-US 1.4%
Other companies 3.4%
Total 4.8%
ICG Enterprise Trust Plc Annual Report and Accounts 2024 19
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
REALISATIONS
During FY24, the ICG Enterprise Trust Portfolio generated Realisation Proceeds of £171m and Total Proceeds of £239m, with the latter
including £68m gross cash proceeds received in December 2023 from the secondary sale of certain investments. The sale was executed
at a discount of 15.9% (impacting NAV per Share by approximately (1)%), and generated an attractive net return of 1.8x invested cost.
Realisation activity during the period included 38 Full Exits that generated Realisation Proceeds of £101m. These were completed
at a weighted average Uplift to Carrying Value of 29.5% and weighted average Multiple to Cost of 3.5x.
The 10 largest realisations in the period, which represent 45% of Realisation Proceeds, are set out in the table below:
Investment Manager Description Country
Proceeds
£m
Endeavor Schools Leeds Equity Provider of paid private schooling United States 32.8
WCT TJC Provider of clinical research services United States 12.5
Signify Health New Mountain Provider of technology enabled healthcare
payor services
United States 8.3
Breitling CV Manufacturer of luxury watches Switzerland 3.6
Mercer Advisors Oak Hill Provider of wealth management services United States 3.5
GoodLife Foods Egeria Producer of frozen snacks Netherlands 3.2
Creative Artists Agency ICG Provider of talent management services United States 3.1
Ask4 Bowmark Provider of internet service specialising
in student accommodation
United Kingdom 3.1
Messer Industries CVC Supplier and manufacturer of industrial gases Germany 3.0
SERB Charterhouse Manufacturer of specialty pharmaceuticals Belgium 2.9
Total of 10 largest underlying realisations 76.1
MANAGER’S REVIEW CONTINUED
Balance sheet and liquidity
Net assets at 31 January 2024 were £1,283m, equal to 1,909p per share.
At 31 January 2024, the drawn debt was £20.0m (31 January 2023:
£65.4m), resulting in a net debt position of £8.8m. At 31 January 2024,
the Portfolio represented 105.1% of net assets (31 January 2023: 108.1%).
£m % of net assets
Portfolio 1,349 105.1%
Cash 11 0.9%
Drawn debt (20) (1.6%)
Co-investment Incentive
Scheme Accrual
(54) (4.2%)
Other net current liabilities (3) (0.3%)
Net assets 1,283 100.0%
Our objective is to be fully invested through the cycle, while ensuring
that we have sufficient financial resources to be able to take advantage
of attractive investment opportunities as they arise. Drawdowns of
commitments are funded from Total Proceeds and, where appropriate,
the debt facility.
At 31 January 2024 ICG Enterprise Trust had a cash balance
of £11.2m (31 January 2023: £20.7m) and total available liquidity
of £195.9m (31 January 2023: £167.0m).
£m
Cash at 31 January 2023 21
Total Proceeds 239
New investments (137)
Debt drawn down (45)
Shareholder returns (35)
Management fees (16)
FX and other expenses (16)
Cash at 31 January 2024 11
Available undrawn debt facilities 185
Total available liquidity 196
ICG Enterprise Trust Plc Annual Report and Accounts 202420
Dividend and share buyback
ICG Enterprise Trust has a progressive dividend policy alongside a
long-term share buyback programme to return capital to shareholders.
The Board has declared a dividend of 9p per share in respect of
the fourth quarter, taking total dividends for the period to 33p
(FY23: 30p), which represents an increase of 10% on the previous
financial year.
In October 2022 the Board announced the introduction of a
long-term share buyback programme, which may be executed
at any discount to NAV. Details of share repurchases made under
this programme are provided below:
Buyback activity summary FY24
1
Since 19 October
2022
2
Number of shares purchased 1,140,708 1,922,188
Aggregate consideration
3
£13.1m £22.2m
Weighted average discount
to last reported NAV 39.5% 39.6%
1 Based on company-issued announcements/date of purchase, rather than date
of settlement.
2 Being the date the long-term share buyback programme was announced,
up to and including 1 May 2024.
3 Aggregate consideration excludes commission, PTM and SDRT.
The Board believes the long-term share buyback programme
demonstrates the Manager’s discipline around capital allocation;
underlines the Board’s confidence in the long-term prospects of
the Company, its cashflows and NAV; will enhance the NAV per
Share; and, over time, may positively influence the volatility of the
Company’s discount and its trading liquidity.
Both the progressive dividend policy and the long-term share
buyback programme are being maintained.
In addition, today the Board is announcing an opportunistic share
buyback programme for FY25 of up to £25m. This will enable us to
take advantage of current trading levels, when the ability to purchase
shares in meaningful size at a significant discount presents itself.
In announcing this programme the Board is seeking to balance the
potential for immediate and visible NAV per Share accretion, with the
longer-term potentially higher returns of new investments. The size
of the opportunistic share buyback programme will be subject to
a number of considerations, including the availability of shares and
our cashflow experience and expectations.
The Board retains absolute discretion as to the execution, pricing and
timing of any share buybacks, subject to the conditions set out in the
authority to execute share buybacks approved at the Company’s 2023
Annual General Meeting. Any shares repurchased by the Company
will be held in treasury.
Foreign exchange rates
The details of relevant foreign exchange rates applied in this report
are provided in the table below:
Average rate in the twelve months to:
Average
rate for
FY24
Average
rate for
FY23
31 January
2024
year end
31 January
2023
year end
GBP:EUR 1.1526 1.1341 1.1729 1.1375
GBP:USD 1.2479 1.2320 1.2688 1.2337
EUR:USD 1.0827 1.0863 1.0818 1.0840
Activity since the period end
Notable activity between 1 February 2024 and 31 March 2024
has included:
• Two new fund commitments for a combined value of £31.7m
• New investments of £11.9m
• Realisation Proceeds of £21.9m
From 1 February 2024 up to and including 1 May 2024, £7.0m shares
were bought back at a weighted average discount to NAV of 39.7%.
ICG Private Equity Fund Investments Team
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 21
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
STAKEHOLDER ENGAGEMENT
Engaging with our
stakeholders
Section 172 of the Companies Act 2006 requires
directors to act in a way that they consider, in good
faith, to promote the success of the Company for
the benefit of its members.
The Board directors, in their discussions and
deliberations, have regard to the long-term
consequences of their decisions, the interests of
the Company’s various stakeholders, the impact
of the Company’s operations on the community
and the environment, and maintaining a reputation
for a high standard of business conduct and fair
treatment between the Company’s members.
Further details of our supplier engagement can
be found in our corporate governance report.
CORPORATE GOVERNANCE REPORT: P42
OUR KEY STAKEHOLDER GROUPS
OUR
SHAREHOLDERS
OUR INVESTEE
ENTITIES
OUR
LENDERS
OUR
MANAGER
OUR COMMUNITY
AND ENVIRONMENT
OTHER SERVICE
PROVIDERS
ICG Enterprise Trust Plc Annual Report and Accounts 202422
WHY THEY ARE A STAKEHOLDER
Shareholders’ interests are enshrined in our purpose
– that shareholders benefit from the economic returns
of the Company – as key stakeholders, and serving
the best interests of the shareholders is a priority for
the Board. The Board is mindful of having a range of
shareholders, and considers any decisions it makes
in the interests of shareholders as a whole.
LOOKING AHEAD
The Board believes that the focus on clarity and quality
of shareholder communication has been beneficial to
the Company’s position in the market and the Board
will continue to build on this over the coming year.
HOW WE ENGAGE
The Board is committed to giving investors the
opportunity to build a clear understanding of our
investment strategy and developments, and strives
to make our vision and our results accessible.
Other means of effective engagement during the year
include our structured programme of presentations
to existing and potential shareholders of the annual,
interim and quarterly results, as well as our regular
dialogue with sell-side analysts.
Communicating with shareholders
We engage with our shareholders across a broad range of
channels including our website, our disclosures to the market,
our publication of results factsheets and a full Annual Report.
We also conduct General Meetings, roadshows and update
meetings with key shareholders and potential shareholders.
Our shareholders
WHY THEY ARE A STAKEHOLDER
The Manager looks after the shareholders’ capital, as
well as supporting the Company by providing a range
of services. Our Manager works with us to enable the
Company to benefit from the ICG Group’s investment
products, broad network and specialist expertise.
The Manager is a key stakeholder, critical to the
success of the Company’s operations.
LOOKING AHEAD
Our 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.
HOW WE ENGAGE
The Board’s oversight of the Manager is exercised
through a series of formal and informal meetings
during the year. The Management Engagement
Committee is responsible for formally monitoring and
evaluating the performance and remuneration of the
Manager. The Board engages with the Manager at a
range of levels. Key relationships have been developed
with the investment team, as well as with the strategic
business functions such as Finance, Legal and
Treasury. The Board’s regular engagement and open
dialogue across these relationships has proven to be
effective and beneficial.
Our Manager
Board and Audit Committee meetings
The Board welcomes employees of the Manager to attend
and report to the Board and Audit Committee meetings.
These structured and formal engagements are supplemented
by regular calls, planning meetings and ad hoc involvement
and advice on ongoing matters.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 23
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PORTFOLIO
MONITORING
DEAL SCREENING
PRE-INVESTMENT
STAKEHOLDER ENGAGEMENT CONTINUED
WHY THEY ARE A STAKEHOLDER
Our capital helps our portfolio companies to grow.
The Board carefully reviews the Company’s investment
strategy and provides the Manager with its views on
the direction of future investment opportunities that
will benefit the investee entities, as well as generating
returns for the Company’s shareholders.
The Manager engages with the General Partners of our
investee funds and Direct Investments. The Board is also
mindful of the impact of the investee entity’s operations
on the environment and community and requires the
Manager to report on key metrics in this regard.
LOOKING AHEAD
We maintain our focus on the Manager’s active General
Partners selection process to ensure the Company
invests shareholders’ capital in the right opportunities.
The Manager will continue to engage with the General
Partners, working closely and collaborating with their
investee entities to set appropriate targets and to ensure
transparent and effective reporting.
HOW WE ENGAGE
The Board provides oversight and strategic direction for
the Manager’s engagement with the General Partners of
our investee entities. The Board is committed to working
with General Partners who are closely engaged with the
investee companies, with an active management style,
including the promotion of direct board representation
of the General Partners on the investee entity boards.
The Board is kept updated on the Manager’s ongoing
dialogue across the existing and potential investee base,
and views the strength of the Manager’s relationships as
fundamental to the success of our current investments,
as well as to generating new investment opportunities.
The Manager has various levels of relationships with the
General Partners of the investment funds and interactions
are continual, including formal sessions (e.g. dedicated
investor days) as well as through regular informal
discussions. Where the relationship is closer, discussions
are more frequent and detailed. Discussions with General
Partners focus on investment performance, the pipeline
of new opportunities and ESG factors.
The Manager works with the General Partners to ensure
that robust governance and reporting frameworks at the
investee entity level. The Manager understands that it is
important to the Board that we, as a Company, maintain a
reputation for a high standard of business conduct and
that this ethos flows through into our investment portfolio.
Our investee entities
Our community
and environment
WHY THEY ARE A STAKEHOLDER
The Board recognises its wider responsibilities to
the community and the environment and understands
the important role that the Company plays as it invests
its capital across the market.
LOOKING AHEAD
We are prepared for the increasing ESG reporting
requirements. The Board will continue to monitor
ESG factors and performance across the portfolio.
HOW WE ENGAGE
The Board acknowledges that responsible investing is
subject to increasing focus from its shareholders, as well
as greater regulatory emphasis. The Board is therefore
focused on partnering with General Partners who share
the Company’s approach to responsible investing. The
Board recognises that the long-term consequences of its
decision making and the operations of the Company have
a genuine influence on the community and environment
in which the Company operates.
Beyond investment scrutiny, the Board is seeking out
opportunities to engage with its community and
environment stakeholders in a range of ways, including
the Board apprenticeship (see page 42) and the
Manager’s corporate-level carbon reduction targets.
Reviewing performance and reporting
The Company has a well-established ESG screening and diligence
process that applies to all new investments, with key metrics being
monitored throughout the lifetime of the investment.
ESG performance and reporting are reviewed periodically –
there is an ongoing dialogue between the Company and the
Company’s stakeholders in this area.
ICG Enterprise Trust Plc Annual Report and Accounts 202424
Our lenders
Other service
providers
WHY THEY ARE A STAKEHOLDER
The Company’s liquidity facilities are important to the
Company’s operations and its long-term prospects.
Maintaining excellent lender engagement and relationships
helps the Board to secure optimum facility terms.
HOW WE ENGAGE
The Manager acts as the main point of contact with our
lenders. The Manager, with direction from the Board,
focuses on ensuring a consistent and open dialogue with
our core relationship banks, keeping the banks appraised
of the Company’s performance and banking needs.
This year the Board secured a new revolving credit facility
for the Company (see page 43).
LOOKING AHEAD
The Company’s revolving credit facility has been secured
for the next four years. The Board and the Manager keep
under constant review the renewal and extension options,
as well as any other market opportunities for liquidity.
WHY THEY ARE A STAKEHOLDER
Our service providers support the Company to
ensure that its operations run smoothly and to ensure
compliance with legal, regulatory and ethical
obligations. Our service providers help the Company
to maintain our high business conduct standards.
HOW WE ENGAGE
The ICG Group manages service providers on behalf of
the Company and the Board oversees this management.
The Manager escalates key matters to the Board and
the Chairs of the Board Committees. The Chair of
the Audit Committee has on occasion attended key
relationship meetings with our service providers.
Building strong relationships
The Board directors’ have emphasised to the Manager the value
in maintaining strong and resilient relationships with our lenders,
to facilitate the Company’s long-term prospects.
Ongoing engagement
Key providers for the Company include the Company’s
auditors, brokers, fund administration providers, the
Depositary and the Registrar.
The Manager holds regular engagement meetings with
each of these providers and the Board has regular
involvement in these relationships as well.
LOOKING AHEAD
As the Company continues on its growth journey and
the regulatory landscape evolves, the Board remains
mindful of the Company’s changing needs and the
Company’s wider responsibilities to the community
and environment as it takes decisions in relation to
service provider relationships. The Board will continue
to assess the commercial arrangements with the
service providers to ensure the provision of high
quality services for an appropriate price.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 25
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
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
A CULTURE OF RESPONSIBLE INVESTING
Investing responsibly to deliver value
Creating the right
environment for our
people to thrive
At the heart of our ESG
ethos is a commitment to
a culture of responsible
investing – a belief that
the power of capital can
be a driver of investment
value, as well as being a
source of risk.
6
Individuals make up
the investment team
66%
Of the investment
team are female
The culture of the dedicated investment team
managing ICG Enterprise Trust’s assets centres
around long-term relationships with a wide
range of stakeholders; sustainable investment
excellence; and demonstrating integrity,
diversity and collaboration.
Board oversight
The Board of ICG Enterprise Trust ensures that it reviews
the Manager’s culture as expressed on pages 26 to 29.
This is monitored through our regular interaction and
discussions with the Manager and the Management
Engagement Committee also undertakes a formal review.
The Manager is dedicated to responsible
investing, guided by a comprehensive
Responsible Investing Policy and ESG
framework. Our tailored ESG approach
is integrated into every stage of the
investment process, collaborating with
like-minded managers who share a
commitment to responsible investing.
Our team of experts diligently screens
investments to ensure they meet
stringent environmental, social,
and governance criteria.
ICG Enterprise Trust Plc Annual Report and Accounts 202426
OG
CW
LM
The Investment Committee
Diversity and inclusion
The Manager envisions an inclusive
environment where everyone is
motivated to contribute fully,
feeling recognised and included
regardless of age, gender, race,
sexual orientation, disability,
religion or beliefs. A diversity
and inclusion strategy has been
developed to enhance workplace
diversity and inclusivity.
Developing future leaders
The Manager emphasises the
importance of training and
development to attract and retain
top talent, investing significantly in
this area. Utilising a performance
management system and
encouraging managers to offer
effective career coaching and
tailored training opportunities, the
Manager aims to develop and
enhance core skills, boost technical
competency and nurture talent.
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 ensuring a broad perspective
on the private equity landscape and relative
value and risk.
OLIVER GARDEY
Head of Private Equity Fund Investments
Oliver has overall responsibility for the execution
of the Company’s investment strategy. He brings
his extensive 25+ years’ experience across the
private equity market from his prior role as
Partner and member of the global investment
committee at Pomona Capital; Partner and
investment committee member at Adams Street,
Rothschild/Five Arrows Capital and J.H. Whitney
& Co to the Investment Committee.
COLM WALSH
Managing Director
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 managers and investors
in private equity which help provide insights on
new opportunities. With 19 years’ private equity
experience, 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.
LIZA LEE MARCHAL
Managing Director
Liza brings experience of both fund and direct
investments in Europe and Asia Pacific from her
prior role at GIC to the Investment Committee.
She has 18 years’ private equity experience and,
prior to GIC, worked in the private equity
division of Henderson Global Investors and
started her career in the corporate finance
group at PricewaterhouseCoopers.
icg-enterprise.co.uk
Go online to find out more about
the Investment Committee members.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 27
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Partner with managers
who share a similar
approach to responsible
investing
Better identify
ESG risks
Incorporate ESG
factors into investment
decision making
A CULTURE OF RESPONSIBLE INVESTING CONTINUED
Integrating
responsible
investing into
our strategy
The investment team
The Investment Committee is further supported by the wider investment team within
ICG, who have a strong combination of direct and fund investment experience.
KE LLY T YNE
Vice President
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.
LILI JONES
Vice President
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).
JOSIE FAIR
Vice President
Josie joined the team in 2022 and focuses on
North American buyout investments, including
the evaluation, due diligence and monitoring
of partnerships and direct investments. Prior
to this, Josie spent five years at J.P. Morgan
in New York, where she was responsible
for sourcing, conducting due diligence and
executing private equity, private credit and
real estate fund opportunities. Josie received
a BA in Economics and a Minor in Mathematics
from Boston College.
icg-enterprise.co.uk
Go online to find out more about
the investment team members.
ICG PLC OVERSIGHT AND SUPPORT
Functional specialists providing
oversight and support
The Company benefits from the breadth
of skills and experience of the Manager in
supporting its activities and overseeing
its third-party providers.
The Manager’s global investment
teams, including its Chief Investment
Officer, provide insight into investment
opportunities.
Specific technical expertise, including
Finance, Operations, Legal and Company
Secretarial, support the Company’s
day-to-day activities.
ICG Enterprise Trust Plc Annual Report and Accounts 202428
Our approach to ESG integration
DEAL SCREENING
• Exclusion List
• ESG Screening Checklist
(including climate risk
assessment)
• RepRisk screening
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 have a greater ability to
assess ESG considerations in
our Direct Investments given
that 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.
PRE-INVESTMENT
• Third-party funds ESG
Questionnaire
• Discussions with underlying
manager
• Diligence findings included
in all investment proposals
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 Primary Fund investments,
as 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.
ESG due 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.
PORTFOLIO MONITORING
• ESG performance embedded
in monitoring process
• Regular dialogue with managers
• Manager’s ESG reporting
• Training for investment team
ESG performance is integral
to our monitoring process for
funds and Direct Investments.
We track various ESG metrics,
including managers’ adherence
to international standards and
climate-related risks across
the Portfolio.
Strong relationships with
managers enable active
engagement to identify and
mitigate potential ESG risks.
Tools like RepRisk monitor
ESG incidents in underlying
portfolio companies.
The ICG Enterprise Trust
investment team undergoes
formal ESG training, equipped
with skills and tools for
identifying and investigating
ESG issues. Looking ahead,
we anticipate ESG will continue
to be an investor priority, and
ICG Enterprise Trust will persist
in aligning investments with
corporate values, partnering
with managers who share a
similar ESG approach.
icgam.com
Go online to find out more about
how ESG considerations have
been integrated into our Manager’s
diligence process.
ACROSS ALL MANAGERS WE
MADE COMMITMENTS TO IN FY24
100%
Operate an ESG Policy
100%
Have an ESG monitoring
process in place
27%
Have a net zero commitment
ICG Enterprise Trust Plc Annual Report and Accounts 2024 29
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
HOW WE MANAGE RISK
Identifying and evaluating the strategic,
financial and operational impact of our key risks
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.
CORPORATE GOVERNANCE REPORT: P42
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.
Guides and provides counsel
Provides regular reporting
BOARD OF DIRECTORS
Responsible for risk management leadership
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
ICG Enterprise Trust Plc Annual Report and Accounts 202430
RISK ASSESSMENT PROCESS
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 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.
Details of the Company’s principal risks,
potential impact, controls and mitigating
factors are set out on pages 33 to 36.
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
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.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company considers its principal risks (as well as several underlying risks
comprising each principal risk) in four categories:
1
Investment risks: the risk to
performance resulting from ineffective
or inappropriate investment selection,
execution or monitoring.
2
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.
3
Operational risks: the risk of
loss resulting from inadequate or
failed internal processes, people
or systems and external event,
including regulatory risk.
4
Financial risks: the risk 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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 31
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
HOW WE MANAGE RISK CONTINUED
Risk management
is a key component
of our approach.
OLIVER GARDEY
HEAD OF PRIVATE EQUITY
FUND INVESTMENTS
Risk appetite and tolerance
The Board acknowledges and recognises
that in the normal course of business, the
Company is exposed to risk and 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.
INVESTMENT RISKS
Investment performance
Valuation
EXTERNAL RISKS
Political and macro-economic uncertainty
Climate change
The listed private equity sector
Foreign exchange
OPERATIONAL RISKS
Regulatory, legal and tax compliance
Key professionals
Cyber security
The Manager and third-party providers
FINANCIAL RISKS
Financing
PRINCIPAL RISKS AND UNCERTAINTIES: P33
Low Risk tolerance High
ICG Enterprise Trust Plc Annual Report and Accounts 202432
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
investments for the Company’s
Portfolio, executing the investment
strategy approved by the Board.
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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 33
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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 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, they 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.
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 political uncertainty.
CLIMATE CHANGE
The underlying managers of the
fund investments and direct
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.
Stable
The Board monitors and reviews the
potential impact to the Company from
failures by underlying managers to
mitigate the impact of climate change
on portfolio company valuation.
During the year the Board received
reports on the implementation
of the Manager’s Responsible
Investing Policy.
THE LISTED PRIVATE
EQUITY SECTOR
The listed 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.
In setting the capital allocation policy,
including the allocations to dividends
and share buybacks, the Board
monitors the discount to NAV and
considers appropriate solutions to
address any ongoing or substantial
discount to NAV.
Stable
The risk is elevated due to the wide
discount to NAV, but has remained
stable through the reporting period.
The Board receives regular
updates from the Company’s
broker and is kept informed
of all material discussions with
investors and analysts.
FOREIGN EXCHANGE
The Company has continued to
expand its geographic diversity
by making investments in different
countries. Accordingly, most
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.
ICG Enterprise Trust Plc Annual Report and Accounts 202434
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.
KEY PROFESSIONALS
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.
CYBER 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 cyber 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 cyber 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
The Board carries out a formal annual
assessment (supported by the
Manager’s internal audit function)
of the Manager’s internal controls
and risk management systems.
Following this review and other
considerations, the Board
concluded that cyber security risk
remained stable during the year.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 35
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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
The Board carries out a formal annual
assessment (supported by the
Manager’s internal audit function)
of the Manager’s internal controls
and risk management systems.
The Board also received regular
reporting from the Manager and
other third parties.
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 to private equity
funds in excess of total liquidity
that may be drawn down at any
time. 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
The Board reviewed the Company’s
exposure to financing risk, noting
the term of the new financing
facility, and concluded that this
risk had stabilised.
ICG Enterprise Trust Plc Annual Report and Accounts 202436
VIABILITY AND GOING CONCERN 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 page 33. 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.
The Company’s financial position is
strengthened by its access to its bank
facility of €240m (£205m), which was
refinanced during the year and matures
in May 2027. This is subject to a number
of covenants. The Company’s net debt
was £10.3m as at 31 January 2024 which
is expected to be repaid with cash flows
from the Company’s investments.
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,
and availability of the credit facility. 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.
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 page 4,
and the Manager’s review on page 14.
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 2025,
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.
The Company’s Strategic Report is set
out on pages 1 to 37 and was approved
by the Board on 7 May 2024.
Jane Tufnell
Chair
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 37
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
GOVERNANCE OVERVIEW
Effective corporate governance is fundamental
to the way that the Company conducts its
business. By encouraging entrepreneurial
and responsible management, it supports
the creation of long-term, sustainable value
for its shareholders and for wider society.
JANE TUFNELL
CHAIR
Dear shareholders,
Effective corporate governance is fundamental
to the way the Company conducts its 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
are aligned with the Company’s purpose, and
that the Company has the necessary financial
and human resources to deliver its strategy.
THE BOARD AT A GLANCE
GENDER REPRESENTATION
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
Percentage of
executive
management
Men 3 50% 1 N/A N/A
Women 3 50% 1 N/A N/A
Not specified/Prefer not to say N/A N/A N/A N/A N/A
ETHNICITY REPRESENTATION
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
Percentage of
executive
management
White British or other White (including minority white groups) 5 83.3% 2 N/A N/A
Mixed/Multiple ethnic groups N/A N/A N/A N/A N/A
Asian/Asian British N/A N/A N/A N/A N/A
Black/African/Caribbean/Black British 1 16.7% 0 N/A N/A
Asian/Asian British N/A N/A N/A N/A N/A
Not specified/Prefer not to say N/A N/A N/A N/A N/A
1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO.
ICG Enterprise Trust Plc Annual Report and Accounts 202438
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 matters reserved
for the Board has been adopted, these include capital allocation,
the investment budget and managing potential conflicts arising
from investment in other ICG-managed funds. 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’) which adapts the Principles and
Provisions set out in the UK Corporate Governance Code
(‘the Code’) to make them more relevant for investment
companies. The Board is monitoring and keeping under
review the impending changes to the Code.
BOARD PERFORMANCE EVALUATION
The Board has a formal process for the annual evaluation of its
performance and that of the Chair. The most recent evaluation
concluded in January 2024 that the Board and its members continue
to operate effectively. An external review will be undertaken in the
year ended 31 January 2025.
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
regular consideration of our direction at Board meetings. The culture,
and ensuring that it is embedded, is a priority for the Board.
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.
COMMITTEE OVERVIEW
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.
AUDIT
COMMITTEE
Alastair Bruce
(Chair)
REPORT OF THE AUDIT COMMITTEE: P52
KEY RESPONSIBILITIES
Monitoring and evaluating the performance
and remuneration of the Manager.
Monitoring and evaluating the performance
and remuneration of other key service providers.
MANAGEMENT
ENGAGEMENT
COMMITTEE
David Warnock (Chair)
CORPORATE GOVERNANCE REPORT: P42
KEY RESPONSIBILITIES
Selecting and proposing suitable candidates
for appointment or reappointment to the Board.
NOMINATIONS
COMMITTEE
Jane Tufnell (Chair)
CORPORATE GOVERNANCE REPORT: P42
MATRIX OF SKILLS AND EXPERIENCE
Jane
Tufnell
David
Warnock
Alastair
Bruce
Gerhard
Fusenig
Adiba
Ighodaro
Janine
Nicholls
Investment
trusts
Private equity
Asset
management
UK corporate
governance
International
Finance/audit
MEETINGS
Board member Board Audit MEC Nominations
Jane Tufnell 7/7 3/3 1/1 N/A
David Warnock 7/7 3/3 1/1 N/A
Alastair Bruce
1
6/7 3/3 1/1 N/A
Gerhard Fusenig 7/7 3/3 1/1 N/A
Adiba Ighodaro 7/7 3/3 1/1 N/A
Janine Nicholls 7/7 3/3 1/1 N/A
1 Owing to prior commitments, Alastair Bruce was unable to attend an additional meeting
scheduled during the year.
The quorum for any Board meeting is two directors but attendance
by all directors at each meeting is strongly encouraged.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 39
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
JT DW
AB
BOARD OF DIRECTORS
A diverse and experienced Board
COMMITTEE MEMBERSHIP
Audit
Management Engagement
Nominations
BACKGROUND
Jane Tufnell was appointed to the
Board in 2019 and became Chair in
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 Senior Independent Director of
Schroder Capital Global Innovation
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 and Chair of the
Nominations Committee
BACKGROUND
David Warnock was appointed to
the Board in 2020, and became
Senior Independent Director in 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 CT
Global 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
BACKGROUND
Alastair Bruce was appointed to the
Board in 2018 and became Chair of
the Audit Committee in 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 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.
ALASTAIR BRUCE
Independent Non-Executive Director
and Chair of the Audit Committee
ICG Enterprise Trust Plc Annual Report and Accounts 202440
JN
GF
AI
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 SolvencyAnalytics AG.
Former directorships include
Standard Life Aberdeen PLC,
Aberdeen Asset Management PLC
and Credit Suisse Insurance Linked
Strategies Ltd.
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.
GERHARD FUSENIG
Independent Non-Executive Director
BACKGROUND
Janine Nicholls was appointed to the
Board in 2022. She has more than 30
years’ experience in private equity and
financial services and is currently COO
of Snowball, a multi-asset impact
investor. She previously held the same
role at private equity firms GHO Capital
and Hermes GPE. Prior to this, Janine
held a number of direct, co-investment
and primary funds’ investment roles
and also held a number of related
advisory board seats.
EXPERIENCE
Janine brings to the Board diverse
financial, investment and operational
experience. In addition to her private
equity investment experience, she has
experience overseeing functions
including Regulatory Compliance, Risk
Management, Accounting, Human
Resources and Investor Relations and
has a broad perspective on the private
equity industry. Janine is also a
Non-Executive Director on the board of
Calculus Venture Capital Trust, where
she is Chair of the Audit Committee.
Janine is a chartered accountant.
JANINE NICHOLLS
Independent Non-Executive Director
BACKGROUND
Adiba Ighodaro was appointed to
the Board in 2022. Adiba is a former
Partner and founding member of
the international private equity firm
Actis, where she held both investor
and fundraising leadership roles in
the UK, Nigeria and the US. Prior to
this she worked with CDC Group plc
(now British International Investment)
from which, combined with Actis,
she has close to 30 years of investing
across private equity, energy
infrastructure and real estate.
Adiba began her career practising
corporate and commercial law.
ADIBA IGHODARO
Independent Non-Executive Director
EXPERIENCE
Adiba brings extensive expertise in
global private markets from over 30
years of experience, including legal
structuring, development finance,
private equity origination and
investment. Adiba is currently an
Independent Non-Executive
Director on the board of Standard
Chartered Bank Nigeria Ltd, where
she has recently rotated to becoming
Chair of the Board Credit Committee
and is a member of the Risk as well
as the Nominations, Governance
and Remuneration Committees.
Adiba is also a Trustee on the board
of the English National Opera.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 41
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CORPORATE GOVERNANCE REPORT
The Company is committed to
appropriate standards of corporate
governance and 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.
CORPORATE GOVERNANCE
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.
Save in respect of the external board evaluation
requirement as detailed in this section, the
Company complied throughout the year with
the provisions of the AIC Code. 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 Annual General Meeting.
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 Annual General
Meeting. A non-executive director will only
be proposed for re-election at an Annual
General Meeting 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,
including the Directors’ Remuneration
Policy, can be found on page 48.
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.
The Board is aware of the Parker Review
report update on ethnic diversity setting out
progress and asking all FTSE 350 companies
to set themselves a new target for ethnic
diversity at senior management level to be
achieved by December 2027. The Company
has not set targets for ethnic diversity at
senior management level as the Company
does not have any executive staff, however
the Board has encouraged the Manager to
continue to integrate diversity and inclusivity
into its recruitment and retention policy.
Composition and independence
The Board is currently comprised of six
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. 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.
There are no relationships or circumstances
relating to the Company that are likely to
affect their judgement.
The Board acted as a host Board for an
apprentice under the Board Apprentice
Scheme from June 2022 to June 2023.
The scheme is designed to increase access to
board-level positions for those who have not
previously had this experience. The Board
apprentice was not a member of the Board but
attended, and contributed 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.
Induction and training
Board training is provided regularly to
ensure that Board members are well placed
to conduct their role.
New Board members receive a formal induction
on all aspects of the Company’s business.
Performance evaluation
The Board reviews its performance annually
with an external assessment undertaken
every three years. The assessment covers the
effectiveness and performance of the Board
as a whole, the committees of the Board 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 next external
assessment was due in the year ended
31 January 2024. However, in the light of the
appointments of Adiba Ighodaro and Janine
Nicholls as non-executive directors of the
Company on 1 July 2022, it was concluded
that it would be more beneficial for the Board
to undertake this review the following year
when the non-executive directors were
better embedded and this will be conducted
during this financial year. 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. 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.
ICG Enterprise Trust Plc Annual Report and Accounts 202442
Purposeful stakeholder
engagement ensures
informed Board
decision making
STAKEHOLDER ENGAGEMENT: P22
ENSURING VALUE
Securing a new committed
revolving credit facility
STAKEHOLDER INTERESTS AND ENGAGEMENT
Focus on the maintenance of high standards of
business conduct and business relationships,
the long-term prospects of the Company and
the fair treatment of the Company’s members.
THE BOARD’S STAKEHOLDER
CONSIDERATIONS
The Board was pleased to be able to agree
a new committed revolving credit facility for
the Company this year.
The new facility broadens the Company’s lending
base and reinforces the Company’s strong balance
sheet. This liquidity supports the Company’s
ability to continue to execute on its investment
pipeline and to deliver for its shareholders.
The Board conducted a thorough market
assessment and detailed negotiation of terms
to ensure that a best in class facility was agreed
with the bank counterparties. The result was
the signing of a four-year revolving credit
facility of €240m with two international banks.
The Board remains focused on maintaining
the strength of the Company’s balance sheet
position and will work with its advisers to
ensure that the long-term interests of the
shareholders are well-served.
OUTCOME
The new committed revolving credit facility
became effective on 31 May 2023, replacing
the previous €240m facility, and thereby
extending the maturity of the Company’s
committed debt to 30 May 2027.
PRIMARY STAKEHOLDER GROUP IMPACTED
OUR
SHAREHOLDERS
OTHER STAKEHOLDER GROUPS IMPACTED
OUR
MANAGER
OUR
LENDERS
THE NEW CONSUMER DUTY
Setting higher and clearer standards
of consumer protection across
financial services
STAKEHOLDER INTERESTS AND ENGAGEMENT
The Financial Conduct Authority’s (‘FCA’)
Consumer Duty (‘the Duty’) aims to establish
a higher standard of consumer protection in
financial services and higher expectations for the
care that firms should provide to retail customers.
THE BOARD’S STAKEHOLDER CONSIDERATIONS
The Duty applies to FCA-authorised firms and, while
it does not therefore apply directly to the Company
(as it is not authorised), the Duty applies to FCA-
authorised managers of investment trusts and the
distribution of an investment trust’s shares as retail
platforms, wealth managers, financial advisers and
others in the distribution chain are subject to the
Duty. It is in that context that the Board has carefully
considered the impact of the Duty for the Company
and its business and stakeholders.
The Board received fulsome legal advice on what
the Duty means for the Company and its Manager
to ensure comfort as to compliance with the new
regulatory requirements. The Board has been very
clear as to its support of the FCA’s policy objectives
in the implementation of the Duty and its
requirement for board engagement within firms.
The Board has closely monitored the development
of the Duty and has received regular updates
from the Manager on its approach, governance
structure and activities undertaken to prepare
for implementation of the Duty.
The Board has given particular focus to the
Manager’s assessment of value and is
comfortable with the outcome of that analysis.
OUTCOME
The Manager met the required timelines to
successfully introduce measures needed to
conform with the Duty, including making an
assessment that ICG Enterprise Trust Plc provided
value. The Board and the Manager recognise that
the Duty is an ongoing requirement and that the
routes to implement it effectively may evolve in the
future. The Board is receiving regular updates on
the Duty and will continue to monitor this over time.
PRIMARY STAKEHOLDER GROUP IMPACTED
OUR
SHAREHOLDERS
OTHER STAKEHOLDER GROUPS IMPACTED
OUR
MANAGER
INCREASED SALES AND MARKETING FOCUS
A refreshed approach
to sales and marketing
STAKEHOLDER INTERESTS AND ENGAGEMENT
The Board is aware that listed private equity
investment trusts generally suffer from a lack of
demand amongst shareholders. While some of this
is structural and related to how costs must be
disclosed, the Board believes it is also due to a lack
of understanding and awareness among potential
investors of the opportunities within the space.
THE BOARD’S STAKEHOLDER
CONSIDERATIONS
The Board has worked closely with the Manager
over the past year to increase the focus on sales
and marketing, and has implemented a number of
measures to enhance our visibility to shareholders.
The Board regularly reviews the sales and
marketing efforts of the Manager, looking at
(amongst other things) absolute levels of
activity, changes in the shareholder register,
and performance of our shares – both in
absolute terms and relative to our peers.
OUTCOME
During the year ICG Enterprise Trust has
launched a new company website, developed
more regular communications with shareholders,
and partnered with Cadarn Capital to support
sales and marketing efforts within the UK. We
also hosted our first ever Capital Markets event.
PRIMARY STAKEHOLDER GROUP IMPACTED
OUR
SHAREHOLDERS
OTHER STAKEHOLDER GROUPS IMPACTED
OUR
MANAGER
ICG Enterprise Trust Plc Annual Report and Accounts 2024 43
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CORPORATE GOVERNANCE REPORT CONTINUED
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.
Board diversity
There are currently three 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 on skills and experience
of the candidates.
The Board is aware of the requirements of
the Listing Rules 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. Gender and ethnicity data
relating to the Board was collected using a
standardised process and managed by the
Company Secretary. Each Board member
was requested to disclose information on
a confidential and voluntary basis, through
which the individual self-reports their
ethnicity and gender identity (or specifies
they do not wish to report such data).
Tenure
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.
Candidates for the Board are assessed as
to the appropriateness of their skills and
experience prior to their appointment.
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.
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 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 include 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), as well as a wider team and Juniper
Partners, an independent investment
company specialist.
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.
Manager policies
The Manager has policies and processes
in place, including those over the following
areas. Regular training is provided for all
employees. The Board has reviewed these
processes and found them adequate:
• anti-bribery and corruption policy;
• whistleblowing policy; and
• environmental policy.
ICG Enterprise Trust Plc Annual Report and Accounts 202444
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 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 into 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.
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 page 48 for the Directors’
Remuneration Report.
Audit Committee
Please see page 52 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
(‘MEC’) to review the activities of the
Manager and other key service providers.
The MEC meets at least annually, is chaired
by the Senior Independent Director and
is comprised of all of the directors. The
Committee held its annual review of all
key service providers in October 2023.
It conducted a detailed review of the
performance of all key service providers,
including the Manager, and reviewed and
agreed a new proposed fee arrangement
with the Manager. A number of follow-up
actions were agreed, however, 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 MEC) considers the Manager’s
corporate culture as part of the overall
assessment of the service provided to it.
Stakeholder engagement
Please see pages 22 and 43 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 52 for details of this
in the Report of the Audit Committee.
SHAREHOLDER RELATIONS
The Company’s Annual Report and Accounts
and Interim Report contain a detailed review
of performance and of changes to the
investment Portfolio, our regular factsheets,
contain updated information in a more
abbreviated form, and the latest Company
presentations, are made available to
shareholders through the Company’s
website (www.icg-enterprise.co.uk).
Quarterly releases in respect of the
Company’s performance are announced to
the market and available to shareholders.
At the Annual General Meeting, 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 90).
Jane Tufnell
Chair
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 45
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
REPORT OF THE DIRECTORS
The directors present their report and the
audited financial statements for the year
ended 31 January 2024. The Report of the
Directors should be read in conjunction
with the Strategic Report (pages 1 to 37)
and the Audit Committee Report (page 52).
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 Company will continue
to be an investment trust 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’).
SIGNIFICANT SHAREHOLDINGS
At 1 May 2024, the Company had received
no notifications of disclosable interests in its
issued share capital. Shares in the Company
are held through a number of share schemes
and investment platforms. At 31 March 2024,
the top 5 shareholders of the Company were:
1. Columbia Threadneedle Investments
Savings Scheme: 33%
2. Interactive Investor: 7%
3. Hargreaves Lansdown: 6%
4. BlackRock: 4%
5. AJ Bell: 3%
INVESTMENT POLICY
The Company’s investment policy is set out
on page 91. 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 1,130,708 shares (representing
1.6% of the issued share capital of the Company
on 1 May 2024, being the latest practical date
before publication of this document) at an
average price of 1,149p, for a total cost of
£13.1m at a weighted average discount of
39.5%. These shares are held in treasury.
DIVIDEND
Quarterly dividends in respect of the year ended
31 January 2024 were paid on 1 September
2023 (8.0p per share), 1 December 2023 (8.0p
per share) and 1 March 2024 (8p per share) for
a total of 24p per share. A final dividend of 9p
per share will, if approved, be paid on 19 July
2024 to holders of ordinary shares on the
register at the close of business on 5 July
2024. This would bring the total dividend
for the year to 33p per share.
DIRECTORS
All of the directors listed on page 40 held
office throughout the year and up to the date
of signing the financial statements, and all
directors will stand for re-election at the
forthcoming Annual General Meeting.
Gerhard Fusenig is 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.
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 83) and by the former manager
of the Company, Graphite Capital (see page
47). This fee is subject to cap at 1.25% of Net
Asset Value (‘NAV’) up to £1.5bn of NAV,
1.10% on NAV in excess of £1.5bn and below
£2.0bn, and 1.0% of NAV in excess of £2.0bn.
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 1.37% 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 resources
section of the Company’s website.
For the ICG-managed funds (see note 18 on
page 83) 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.
For the Graphite-managed funds 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.
ICG Enterprise Trust Plc Annual Report and Accounts 202446
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 (other than
in investments made in funds managed by the
Manager or the Former Manager), 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 note 9 to the financial statements.
CAPITAL
As at 31 January 2024, 72,913,000 ordinary
shares of 10.0p each were in issue and fully
paid. 6,303,133 treasury shares, representing
9.46% of the Company’s share capital, were
held as at 1 May 2024, being the latest practical
date before publication of this document.
Resolutions will be proposed at the
forthcoming Annual General Meeting to:
• allot up to a maximum of 22,203,289
ordinary shares of 10p each, representing
33% of the Company’s issued share capital
(excluding shares held as treasury shares)
as at 1 May 2024; 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
9,984,819 ordinary shares (being 14.99%
of the issued share capital (excluding shares
held as treasury shares as at 1 May 2024))
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.
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 2024 at the
Annual General Meeting in 2023 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
Annual General Meeting.
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 Report of the
Directors on page 46.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held
on 25 June 2024. 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
7 May 2024
INVESTMENTS IN GRAPHITE CAPITAL FUNDS (FORMER MANAGER)
Fund
31 January 2024 31 January 2023
Original
commitment
£’000
Remaining
commitment
£’000
Fair value
£’000
Original
commitment
£’000
Remaining
commitment
£’000
Fair value
£’000
Graphite Capital Partners IX 30,000 4,525 15,921 30,000 5,805 13,894
Graphite Capital Partners VIII 40,000 899 22,742 40,000 899 21,959
Graphite Capital Partners VIII Top Up Fund 20,000 1,295 4,678 20,000 1,295 4,068
Graphite Capital Partners VII 35,138 456 6,309 35,138 907 5,948
Graphite Capital Partners VII Top Up Fund 8,157 – – 8,157 – –
Graphite Capital Partners VII Top Up Fund Plus 4,158 – – 4,158 – –
Total 137,4 53 7,174 49,650 13 7,45 3 8,906 45,869
ICG Enterprise Trust Plc Annual Report and Accounts 2024 47
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
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.
All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2026 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 2025 were considered in January 2024. An increase in fees of 4% was applied, reflecting inflation
and market comparables.
TABLE OF REMUNERATION BY ROLE
Fund
Year ended
31 January 2025
£
Year ended
31 January 2024
£
Year ended
31 January 2023
£
Chair of the Board 73,900 71,020 67,000
Chair of the Audit Committee 59,700 57, 378 54,130
Senior Independent Director and Chair of MEC 58,700 46,407 43,780
Directors’ fees
1
48,300 46,407 43,780
1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC.
A review of the extensive extra responsibilities and time commitments for the roles of Senior Independent Director and Chair of the
Management Engagement Committee concluded that an additional fee of £5,200 for each role was appropriate.
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. This Remuneration Policy was approved at the 2023 Annual General Meeting.
The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total
of £402,900 per annum. The limit in the Articles increases annually in line with inflation and would also increase pro-rata in the event of an
additional appointment increasing the number of Board members.
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 202448
Share price performance
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.
Share price performance
1
£50
£100
£150
£200
£250
ICG Enterprise Trust share price FTSE All-Share Index
Jan 2015Jan 2014 Jan 2016 Jan 2017 Jan 2018 Jan 2019 Jan 2022 Jan 2023
Jan 2024
Jan 2021Jan 2020
£217.8
£171.2
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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 49
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
DIRECTORS’ REMUNERATION REPORT
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 2024 (2023: £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
2024 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 2024
£’000
Year ended
31 January 2023
£’000
Directors’ remuneration 316 280
Shareholder distributions
Year ended
31 January 2024
£’000
Year ended
31 January 2023
£’000
Dividends paid 21,694 19,866
Share buybacks 13,068 2,016
Total distributions to shareholders 34,762 21,882
Remuneration in the year (audited)
Fees Expenses
1
Total
Change in annual fee over years ended
31 January
Name
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024 2023 2022 2021
Jane Tufnell
2
71
67
–
–
71
67
9%
3% 22% 61%
Alastair Bruce 58 54 – – 58 54 9% 4% 19% 0%
David Warnock
3
46 44 – – 46 44 9% 5% 504% N/A
Gerhard Fusenig
4,5
46 44 3 4 49 48 4% 9% 7% 116%
Adiba Ighodaro
3
46 26 – – 46 26 85% N/A N/A N/A
Janine Nicholls
3
46 26 – – 46 26 85% N/A N/A N/A
Sandra Pajarola
6
– 19 – 4 – 23 N/A (48)% 7% N/A
Total 313 280 3 8 316 288
1 Expenses are a taxable benefit.
2 Joined the Board in June 2019 and served for part of the year ended 31 January 2020.
3 Joined the Board in July 2022 and served for part of the year ended 31 January 2023.
4 Joined the Board in September 2019 and served for part of the year ended 31 January 2020.
5 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate accommodation) to attend meetings of the Board.
6 Retired from the Board in June 2022 and served for part of the year ended 31 January 2023.
ICG Enterprise Trust Plc Annual Report and Accounts 202450
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 2024
Number of shares
Year ended
31 January 2023
Number of shares
Jane Tufnell 31,025 30,025
David Warnock 30,000 20,000
Alastair Bruce 30,000 25,000
Gerhard Fusenig 26,000 22,803
Adiba Ighodaro 800 –
Janine Nicholls 2,219 2,219
Total 119,044 100,047
As at 1 May 2024, the Portfolio Manager, Oliver Gardey, holds 63,990 shares in the Company, which have been acquired in the open market at
market rates. In aggregate, and including the Portfolio Manager, employees of ICG hold a total of 173,147 shares in the Company, which were
also acquired in the open market at market rates. The Company does not compensate any employees of ICG through the issuance of shares,
nor does it offer employees of ICG the opportunity to acquire shares in the Company at preferential prices.
In addition, as at 31 January 2024, current employees of ICG have in aggregate made personal co-investments totalling a cash cost of £2.3m
as part of the Co-Investment Incentive Scheme.
Statement of shareholder voting
The Remuneration Policy was last approved at the Annual General Meeting on 25 June 2023, with the following proxy votes cast:
Votes Number %
For 19,609,662 98.31
Against 337,645 1.69
Withheld 141,491 –
At the Annual General Meeting held on 25 June 2023, a resolution to approve the Directors’ Remuneration Report for the year ended 31
January 2023 was passed with the following proxy votes cast:
Votes Number %
For 19,47 7,261 98.52
Against 293,450 1.48
Withheld 318,087 –
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 2024 will be put to the members at the forthcoming
Annual General Meeting.
On behalf of the Board:
Jane Tufnell
Chair
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 51
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
REPORT OF THE AUDIT COMMITTEE
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
Adiba Ighodaro
Janine Nicholls
Jane Tufnell
David Warnock
COMMITTEE ACTIVITIES
Oversight of audit conducted by the Company’s auditors
Continued review and scrutiny of valuations
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
All Board members currently serve on the
Audit Committee. As set out on page 40,
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 www.icg-enterprise.co.uk,
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.
In addition to the key responsibilities
noted, the Committee considered the
independence of the auditors and the
Company’s risk management framework
and principal risks.
SIGNIFICANT JUDGEMENTS IN RELATION
TO THE FINANCIAL STATEMENTS
Valuation of investments
In its review of the financial statements, the
Committee considers whether the Company’s
investments are fairly valued. The valuation
of investments is predominantly based on
third-party managers’ valuations. 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 to provide assurance
over the valuation of the investments.
ICG Enterprise Trust Plc Annual Report and Accounts 202452
The Committee has been satisfied with the
process established by the Manager. 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 investments had been fairly valued in
accordance with UK-adopted International
Accounting Standards, 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 page 4 and the Manager’s review on
page 14;
• the Company’s principal risks and their
mitigants, as noted on page 33; 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 investment gains and losses,
fund drawdowns and realisations, availability
of the credit facility, and possible remedial
action that the Company could undertake if
required in the event of significant valuation
declines and/or reductions in liquidity.
Further details around liquidity risk and
overcommitment risk are detailed on page 79
within the notes to the financial statements.
Accordingly, the Committee was satisfied
that the going concern basis of accounting
remained appropriate for the Company.
FAIR, BALANCED AND UNDERSTANDABLE
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 2024, 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 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 2023 to 31 January
2024, 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 reappointed as auditors for the year
ended 31 January 2024 at the Annual General
Meeting in June 2023. The Company has
complied with the terms of the September
2014 Competition and Markets Authority
Order, including in respect of audit tendering.
EY were first appointed as auditors for the
year ended 31 January 2021.
The Audit Committee has reviewed the
provision of non-audit services and believes
them to be cost-effective and not an
impediment to the auditors’ 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 2024, £53k (2023: £55k) was
payable to the auditors in respect of non-audit
services. 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
Committee has been pleased with the work
undertaken by both the Manager and EY.
The Committee accordingly recommends
that Ernst & Young LLP be appointed
auditors for the year ending 31 January 2025.
I would be pleased to discuss the work
of the Committee with any shareholder.
Alastair Bruce
Chair of the Audit Committee
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 53
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
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 UK-adopted International
Accounting Standards (‘UK-IAS’) and the
Statement of Recommended Practice
(‘SORP’) for investment trusts issued by
the Association of Investment Companies in
July 2022. 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;
• provide additional disclosures when
compliance with the specific requirements
in IFRS is insufficient to enable users to
understand the impact of particular
transactions, other events and conditions
on the Company financial position and
financial performance;
• state whether IFRSs 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, IFRSs 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 page 40, 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
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 202454
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 2024 which comprise the
Income Statement, Balance Sheet, Cash Flow Statement, 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 2024 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 ICG Alternative Investment Limited (‘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 to 31 May 2025, which is at least 12 months from when these financial statements are authorised for issue.
• We obtained the forecasts and cash flows prepared by the Manager, underpinning the directors’ assessment of going concern.
We challenged the sensitivities and assumptions used in the forecasts, including comparing assumptions of future cash flows.
• 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 twelve 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 the covenants included 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 2024 55
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
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 to 31 May 2025, which is at least
12 months from 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 £12.6m 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, the potential impact of climate change 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, which is the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. This is
explained on page 34 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 is 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. All investments therefore reflect the market participants view of climate change
risk on the investments held by the Company. 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 judgment, 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.
ICG Enterprise Trust Plc Annual Report and Accounts 202456
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Risk of incorrect valuation of
unquoted investments (2024:
£1,296.4m, 2023: £1,349.1m)
Refer to the Audit Committee
Report (pages 52 to 53);
Accounting policies (pages 66
to 69); and Notes 10 and 17 of the
Financial Statements (pages 73
and 74, and pages 78 to 81).
The unquoted investment portfolio
is material to the financial statements
and consists of illiquid private equity
fund investments of £136.5m (2023:
£158.9m) and direct co-investments
into private companies of £123.8m
(2023: £110.3m). The Company
also has six (2023: six) subsidiary
undertakings of £1,036.1m (2023:
£1,079.9m), held at fair value under
IFRS 10, which invest into the same
unquoted investments.
The valuations of unquoted
investments do not have inputs based
on observable market data 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 last valuation
provided and the year-end date of
the Company. The year end valuations
are then reviewed by the Manager
and the directors.
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 2022.
For a sample of unquoted investments held by the Company,
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 of the Company, we obtained
management’s fair value assessment at year end by reviewing
the cash flow adjustments, distributions and drawdowns,
adjustments on indirect investments by reviewing underlying
quoted adjustments using independent pricing sources
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 received since
the valuation date of the latest valuation from the underlying
fund manager and other financial information such as cashflow
notices relevant to the valuation of the unquoted investments
received by the Manager, to consider and ensure that no
material valuation differences arose.
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 as at the same date; 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
compared these to IFRS. We ensured that the auditor was
registered with the appropriate local accounting body and
issued an unmodified audit opinion.
We challenged the Manager’s procedures to determine whether
events and circumstances that occurred between the date of the
third-party valuations and the reporting date of the Company
had an impact on the valuation of the investment portfolio and
we have not identified any issues.
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.
The results of our
procedures are:
We identified no material
misstatements in relation to
the risk of incorrect valuation
of unquoted investments.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 57
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Risk of inaccurate recognition
of realised gains/(losses) (2024
£-1.0m, 2023 £9.3m) and change
in unrealised gains/(losses)
(2024: £42.2m, 2023: £175.7m)
on unquoted investments
Refer to the Accounting policies
(pages 66 to 69); and Note 10
of the Financial Statements
(pages 73 and 74).
Gains or losses on investments
originate from the capital
distributions and capital gains for
investments during the year. Total
gains from capital distribution 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
capital distribution.
There is a manual calculation
performed by the Manager for
recognising gains/(losses) as
realised or change in 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/(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.
In addition, an incorrect recording
of realised gains/(losses) by the
Company could directly affect the
amount available to be paid as a
dividend to shareholders. This
could have an impact on the
perceived performance and share
price of the Company and therefore
could be an incentive to misstate
the realised gains/(losses).
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.
We performed a review and recalculation to confirm that the
Company’s accounting policy in relation to realised and change
in unrealised gains/(losses) on unquoted investments was
correctly applied with the Annual Report and Accounts and
we validated that the policy is in compliance with IFRS 9.
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 carrying values used in the realised
gains/(losses) calculation for a sample of investments
to independently obtained capital account statements.
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 of investments.
The results of our
procedures are:
We identified no material
misstatements in relation to the
risk of inaccurate recognition of
realised gains/(losses) and change
in unrealised gains/(losses) on
unquoted investments.
ICG Enterprise Trust Plc Annual Report and Accounts 202458
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 £12.59 million (2023: £13.01 million), which is 1% (2023: 1%) of net assets. We believe that net
assets provide us with materiality aligned to the key measurement of the Company’s performance.
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 75% (2023: 50%) of our planning materiality, namely £9.4m (2023: £6.50m). We have set performance materiality
at this percentage given the reduction of corrected and uncorrected misstatements noted in the prior year audit which indicated a lower risk
and likelihood of misstatements.
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 (2023: £0.7m), 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 this gives rise to 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; or
• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
• 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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 59
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
CORPORATE GOVERNANCE STATEMENT
We have reviewed 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 by the Listing Rules.
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 and any material
uncertainties identified set out on page 37;
• 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 37;
• Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets
its liabilities set out on page 37;
• Directors’ statement on fair, balanced and understandable set out on page 54;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 53;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out
on page 53; and
• the section describing the work of the Audit Committee set out on page 52.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement set out on page 54, 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 Chair of the Audit Committee, in addition to our 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 incorrect
valuation of unquoted investments and inaccurate recognition of realised gains/(losses) 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.
ICG Enterprise Trust Plc Annual Report and Accounts 202460
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
• Following the recommendation from the Audit Committee, we were appointed by the Company on 27 June 2019 to audit the financial
statements for the year ending 31 January 2020 and subsequent financial periods.
• The period of total uninterrupted engagement including previous renewals and reappointments is 5 years, covering the years ending
31 January 2020 to 31 January 2024.
• 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 Auditor
London
7 May 2024
ICG Enterprise Trust Plc Annual Report and Accounts 2024 61
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INCOME STATEMENT
Year to 31 January 2024 Year to 31 January 2023
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 2,365 39,369 41,734 2,224 185,201 187,425
Deposit interest 2 405 — 405 1 — 1
Other income 2 104 — 104 46 — 46
Foreign exchange gains and losses — 1,193 1,193 — 337 337
2,874 40,562 43,436 2,271 185,538 187,809
Expenses
Investment management charges 3 (1,615) (14,533) (16,148) (1,701) (15,312) (17,013)
Other expenses including finance costs 4 (2,520) (7,402) (9,922) (2,387) (3,884) (6,271)
(4,135) (21,935) (26,070) (4,088) (19,196) (23,284)
Profit/(loss) before tax (1,261) 18,627 17,366 (1,817) 166,342 164,525
Taxation 6 — — — 345 (345) —
Profit/(loss) for the period (1,261) 18,627 17,366 (1,472) 165,997 164,525
Attributable to:
Equity shareholders (1,261) 18,627 17,366 (1,472) 165,997 164,525
Basic and diluted earnings per share 7 25.63p 240.19p
The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’
and ‘Capital return’ are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income.
All profits are from continuing operations.
The notes on pages 66 to 83 form an integral part of the financial statements.
ICG Enterprise Trust Plc Annual Report and Accounts 202462
BALANCE SHEET
Notes
31 January
2024
£’000
31 January
2023
£’000
Non-current assets
Investments held at fair value 9,10,17 1,296,382 1,349,075
Current assets
Cash and cash equivalents 11 9,722 20,694
Prepayments and receivables 12 2,258 2,416
11,980 23,110
Current liabilities
Borrowings (20,000) (65,293)
Payables 13 (5,139) (6,274)
Net current assets/(liabilities) (13,159) (48,457)
Total assets less current liabilities 1,283,223 1,300,619
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 1,263,616 1,279,751
Revenue loss (2,733) (1,472)
Total equity 1,283,223 1,300,619
Net Asset Value per Share (basic and diluted) 15 1909.4p 1903.3p
The notes on pages 66 to 83 form an integral part of the financial statements.
The financial statements on pages 62 to 83 were approved by the Board of Directors on 7 May 2024 and signed on its behalf by:
Jane Tufnell Alastair Bruce
Director Director
ICG Enterprise Trust Plc Annual Report and Accounts 2024 63
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CASH FLOW STATEMENT
Notes
Year to
31 January
2024
£’000
Year to
31 January
2023
£’000
Operating activities
Sale of portfolio investments 40,611 32,143
Purchase of portfolio investments (25,162) (62,245)
Cash flow to subsidiaries’ investments (116,084) (238,692)
Cash flow from subsidiaries’ investments 195,300 228,530
Interest income received from portfolio investments 1,695 1,829
Dividend income received from portfolio investments 779 394
Other income received 509 46
Investment management charges paid
1
(15,647) (21,218)
Other expenses paid (2,596) (1,567)
Net cash inflow/(outflow) from operating activities 79,405 (60,780)
Financing activities
Bank facility fee paid (3,970) (1,728)
Interest paid (5,571) (1,963)
Credit facility utilised 128,109 86,659
Credit facility repaid (174,954) (21,367)
Purchase of shares into treasury (13,068) (2,016)
Equity dividends paid 8 (21,694) (19,866)
Net cash (outflow)/inflow from financing activities (91,148) 39,719
Net (decrease) in cash and cash equivalents (11,743) (21,061)
Cash and cash equivalents at beginning of year 11 20,694 41,328
Net (decrease) in cash and cash equivalents (11,743) (21,058)
Effect of changes in foreign exchange rates 771 424
Cash and cash equivalents at end of period 11 9,722 20,694
1 Includes settlement of unbilled management fees relating to the prior year in the year ended 31 January 2023 (see note 13).
The notes on pages 66 to 83 form an integral part of the financial statements.
ICG Enterprise Trust Plc Annual Report and Accounts 202464
STATEMENT OF CHANGES IN EQUITY
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Realised
capital
reserve
1
£’000
Unrealised
capital
reserve
£’000
Revenue
reserve
£’000
Total
shareholders’
equity
£’000
Period to 31 January 2024
Opening balance at 1 February 2023 7, 292 2,112 12,936 468,054 811,698 (1,473) 1,300,619
Profit for the period and total
comprehensive income — — — 31,032 (12,406) (1,260) 17,366
Capital distribution by subsidiary
2
— — — 8,691 (8,691) — —
Dividends paid or approved — — — (21,694) — — (21,694)
Purchase of shares into treasury — — — (13,068) — — (13,068)
Closing balance at 31 January 2024 7,292 2,112 12,936 473,015 790,601 (2,733) 1,283,223
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Realised
capital
reserve
1
£’000
Unrealised
capital
reserve
£’000
Revenue
reserve
£’000
Total
shareholders’
equity
£’000
Period to 31 January 2023
Opening balance at 1 February 2022 7,292 2,112 12,936 482,867 652,770 — 1,157,977
Profit for the period and total
comprehensive income — — — (10,431) 176,428 (1,473) 164,524
Capital distribution by subsidiary
2
— — — 17,500 (17,500) — —
Dividends paid or approved — — — (19,866) — — (19,866)
Purchase of shares into treasury — — — (2,016) — — (2,016)
Closing balance at 31 January 23 7,292 2,112 12,936 468,054 811,698 (1,473) 1,300,619
1 Distributable reserves.
2 During the reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m (2023: £17.5) to the Company.
The notes on pages 66 to 83 form an integral part of the financial statements.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 65
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
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 2024 has been prepared in accordance with UK-adopted International Accounting
Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment
Companies in July 2022.
UK-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 page 46.
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. 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 page 4, and the Manager’s review on page 14.
As part of this review, the Board assessed the potential impact of principal risks 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 2025, 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 Company’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).
In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:
(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;
(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and
(c) it measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair value
through profit and loss.
ICG Enterprise Trust Plc Annual Report and Accounts 202466
(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.
(c) Investments
Investments comprise fund investments and portfolio company investments held by the Company directly, together with the fair value of
the Company’s interest in controlled structured entities (see note 9) which themselves invest in fund investments and portfolio company
investments.
All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as
investments held at fair value) and are measured at subsequent reporting dates at fair value. 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 valuation method may be adopted if deemed to be more
appropriate. The most common reason for adjustments to the value provided by an underlying manager is to take account of events occurring
between the date of the manager’s valuation and the reporting date, for example, subsequent cash flows or notification of an agreed sale.
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 page 46. At 31 January 2024, 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
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) Prepayments and 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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 67
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(e) Payables
Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value.
(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. Expenses are allocated 90% to
the capital column and 10% to the revenue column, reflecting 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.
• 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.
Net gains on the realisation of investments in the controlled structured entities (see note 9) are transferred to the Company by way of
profit distributions.
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.
1 ACCOUNTING POLICIES CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202468
(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 values of assets and
liabilities in the next financial year 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.
(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
2024
£’000
Year ended
31 January
2023
£’000
Income from investments
UK investment interest — —
Overseas interest and dividends 2,365 2,224
2,365 2,224
Deposit interest on cash 405 1
Other 104 46
509 47
Total income 2,874 2,271
Analysis of income from investments
Unquoted 2,365 2,224
2,365 2,224
3 INVESTMENT MANAGEMENT CHARGES
Management fees paid to ICG for managing the Enterprise Trust amounted to 1.25% (2023: 1.34%) of the average net assets in the year.
The reduction in the fee is due to the application of the cap (see page 46).
From 1 February 2023 the management fee is subject to a cap of 1.25% of net asset value. No fee is charged on cash or liquid asset balances.
The amounts charged during the year are set out below:
Year ended 31 January 2024 Year ended 31 January 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management charge 1,615 14,533 16,148 1,701 15,312 17,013
ICG Enterprise Trust Plc Annual Report and Accounts 2024 69
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS 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 2024
£’000
Year ended
31 January 2023
£’000
ICG Strategic Equity IV 593 999
ICG Strategic Secondaries II 74 80
ICG Strategic Equity III 183 284
ICG Europe VII 257 126
ICG Europe Mid-Market 120 111
ICG Europe VIII 467 568
ICG Europe VI 41 43
ICG Recovery Fund 2008B 31 32
ICG North American Private Debt II 74 26
ICG Asia Pacific III 30 25
ICG Europe V 1 8
ICG Augusta Partners Co-Investor II 91 108
ICG Europe Mid-Market II 87 121
ICG LP Secondaries Fund I LP 55 65
ICG Strategic Equity IV 131 –
2,235 2,595
4 OTHER EXPENSES
The Company did not employ any staff in the year to 31 January 2024 (2023: none).
Year ended 31 January 2024 Year ended 31 January 2023
£’000 £’000 £’000 £’000
Directors’ fees (see note 5) 316 288
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 239 156
Fees payable to the Company’s auditor and its associates for other services:
– Audit of the accounts of the subsidiaries 139 135
– Audit-related assurance services 53 55
Total auditors’ remuneration
1
431 346
Administrative expenses 1,021 1,322
1,768 1,956
Bank facility costs allocated to revenue 258 235
Interest costs allocated to revenue 493 196
Expenses allocated to revenue 2,519 2,387
Bank facility costs allocated to capital 7,403 3,884
Total other expenses 9,922 6,271
1 The auditors of the Company have additionally provided £14k (2023: £14k) 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.
Included within Total other expenses above are £8.2m (2023: £4.3m) of costs related to financing and £0.1m (2023: £0.1m) of other expenses
which are non-recurring and are excluded from the Ongoing Charges as detailed in the Glossary on page 87.
Professional fees of £0.2m (2023: £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 page 48. No income was received or receivable by the directors from any other subsidiary of the Company.
3 INVESTMENT MANAGEMENT CHARGES CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202470
6 TAXATION
In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, 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’s main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. A blended rate of 24% is applied for the period,
calculated by the number of days within the accounting period spanning the rate change (2023: 19%).
Year ended
31 January
2024
£’000
Year ended
31 January
2023
£’000
a) Analysis of charge in the year
Tax credit on items allocated to revenue — (345)
Tax charge on items relating to prior years — 345
Corporation tax — —
b) Factors affecting tax charge for the year
Profit on ordinary activities before tax 17,367 164,525
Profit before tax multiplied by rate of corporation tax in the UK of 24% (2023: 19%) 4,168 31,260
Effect of:
– net investment returns not subject to corporation tax (9,735) (35,252)
– dividends not subject to corporation tax (187) (75)
– current year management expenses not utilised/(utilised) 5,754 4,067
Total tax charge — —
The Company has £53.5m excess management expenses carried forward (2023: £29.5m). No deferred tax assets or liabilities (2023: 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 (2023: nil).
7 EARNINGS PER SHARE
Year ended
31 January
2024
Year ended
31 January
2023
Revenue return per ordinary share (1.86p) (2.15p)
Capital return per ordinary share 27.49p 242.34p
Earnings per ordinary share (basic and diluted) 25.63p 240.19p
Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(1.3)m (2023: £(1.5)m)
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 £18.6m (2023: £166.0m)
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 £17.4m
(2023: £164.5m) by the weighted average number of ordinary shares outstanding during the year.
The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 64,979,091
(2023: 68,496,802). There were no potentially dilutive shares, such as options or warrants, in either year.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 71
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8 DIVIDENDS
Year ended
31 January
2024
£’000
Year ended
31 January
2023
£’000
Third quarterly dividend in respect of year ended 31 January 2023: 6p per share (2022: 6.0p) 4,781 4,111
Final dividend in respect of year ended 31 January 2023: 9p per share (2022: 9.0p) 6,105 6,167
First quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 7.0p) 5,415 4,796
Second quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 7.0p) 5,393 4,792
Total 21,694 19,866
The Company paid a third quarterly dividend of 8p per share in February 2024. The Board has proposed a final dividend of 9p per share
(estimated cost £6.0m) in respect of the year ended 31 January 2024 which, if approved by shareholders, will be paid on 19 July 2024
to shareholders on the Register of Members at the close of business on 5 July 2024.
9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES
Subsidiary undertakings (controlled structured entities)
Subsidiaries of the Company as at 31 January 2024 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 2024
Ownership
interest 2023
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 2024
Ownership
interest 2023
ICG Enterprise Holdings LP 99.5% 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 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 2024 a total of £54.4m (2023: £58.1m) was accrued in respect of these interests. During the year the
Co-investors invested £0.7m (2023: £1.8m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the
Co-investors amounted to £5.4m or 3.3% of £238.6m. Total Proceeds received in the year (2023: £8.2m or 3.3% of £252.0m proceeds
received). See the Report of the Directors on page 46 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 (see note 16).
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.
Unquoted
investments
£’000
Co-investment
incentive scheme
accrual
£’000
Maximum loss
exposure
£’000
As at 31 January 2024 1,350,821 (54,439) 1,296,382
As at 31 January 2023 1,404,293 (58,098) 1,346,195
The Company also holds investments of Nil (2023: £2.9m) that are not unconsolidated structured entities. Further details of the Company’s
investment Portfolio are included in the Portfolio analysis section on page 85.
ICG Enterprise Trust Plc Annual Report and Accounts 202472
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.
Quoted
£’000
Unquoted
£’000
Subsidiary
undertakings
£’000
Total
£’000
Cost at 1 February 2023 — 195,104 378,426 573,530
Unrealised appreciation at 1 February 2023 — 74,074 701,471 775,545
Valuation at 1 February 2023 — 269,178 1,079,897 1,349,075
Movements in the year:
– Purchases — 25,181 116,988 142,169
– Sales
– Capital proceeds — (40,757) (195,300) (236,057)
– Realised gains/(losses) based on carrying value at previous balance sheet date — (1,044) — (1,044)
– Movement in unrealised appreciation — 7,738 34,501 42,239
Valuation at 31 January 2024 — 260,296 1,036,086 1,296,382
Cost at 31 January 2024 — 179,528 300,114 479,642
Unrealised appreciation/(depreciation) at 31 January 2024 — 80,768 735,972 816,740
Valuation at 31 January 2024 — 260,296 1,036,086 1,296,382
Quoted
£’000
Unquoted
£’000
Subsidiary
undertakings
£’000
Total
£’000
Cost at 1 February 2022 — 164,996 368,264 533,260
Unrealised appreciation at 1 February 2022 — 37,013 553,474 590,487
Valuation at 1 February 2022 — 202,009 921,738 1,123,747
Movements in the year:
– Purchases — 62,245 216,254 278,499
– Sales
– Capital proceeds — (32,137) (206,091) (238,228)
– Realised gains/(losses) based on carrying value at previous balance sheet date — 9,311 — 9,311
– Movement in unrealised appreciation — 27,750 147,997 175,747
Valuation at 31 January 2022 — 269,178 1,079,897 1,349,075
Cost at 31 January 2023 — 195,104 378,426 573,531
Unrealised appreciation/(depreciation) at 31 January 2023 — 74,074 701,471 775,544
Valuation at 31 January 2023 — 269,178 1,079,897 1,349,075
Net investment movements with subsidiary undertakings were presented as ‘Purchases’ in prior year. The presentation has been updated with disaggregation sales and purchases
of subsidiaries.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 73
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
31 January
2024
£’000
31 January
2023
£’000
Realised gains/loss based on cost (1,044) 9,311
Amounts recognised as unrealised in previous years — —
Realised gains based on carrying values at previous balance sheet date (1,044) 9,311
Increase in unrealised appreciation 42,239 175,747
Gains on investments 41,195 185,058
‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out on page 73.
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 2024, 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
2024
%
31 January
2023
%
ICG Enterprise Trust Limited Partnership 99.9% 99.9%
ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5%
ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0%
ICG Enterprise Holdings LP 99.5% 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 significant influence
over the activities of these companies/partnerships.
31 January 2024
Investment Instrument % interest
1
Graphite Capital Partners VII Top Up Plus
2
Limited partnership interests 20.0%
Graphite Capital Partners VIII Top Up
2
Limited partnership interests 41.1%
ICG Velocity Limited partnership interests 32.5%
31 January 2023
Investment Instrument % interest
1
Graphite Capital Partners VII Top Up Plus
2
Limited partnership interests 20.0%
Graphite Capital Partners VIII Top Up
2
Limited partnership interests 41.1%
ICG LP Secondaries Fund
3
Limited partnership interests 33.0%
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 7 Air Street, Soho, London W1B 5AD.
3 Address of principal place of business is Procession House, 55 Ludgate Hill, London, EC4M 7JW.
10 INVESTMENTS CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202474
11 CASH AND CASH EQUIVALENTS
31 January
2024
£’000
31 January
2023
£’000
Cash at bank and in hand 9,722 20,694
12 PREPAYMENTS AND RECEIVABLES
31 January
2024
£’000
31 January
2023
£’000
Prepayments and accrued income 2,258 2,416
As at 31 January 2024, prepayments and accrued income included £2.1m (2023: £2.3m) of unamortised costs in relation to the bank facility.
Of this amount £0.8m (2023: £0.5m) is expected to be amortised in less than one year.
13 PAYABLES – CURRENT
31 January
2024
£’000
31 January
2023
£’000
Accruals 5,139 6,274
Credit facility drawn 20,000 65,293
25,139 71,567
Bank facility details are shown in the liquidity section of note 17 on page 79.
14 SHARE CAPITAL
Equity share capital
Authorised Issued and fully paid
Number
Nominal
£’000 Number
Nominal
£’000
Balance at 31 January 2024 120,000,000 12,000 72,913,000 7,292
Balance at 31 January 2023 120,000,000 12,000 72,913,000 7,292
All ordinary shares have a nominal value of 10.0p. At 31 January 2024 and 31 January 2023, 72,913,000 shares had been allocated, called up
and fully paid. During the year 1,130,708 shares were bought back in the market and held in treasury (2023: 181,480 shares). At 31 January
2024, the Company held 5,708,133 shares in treasury (2023: 4,577,425) and had 67,204,867 (2023: 68,335,575) shares outstanding, all of
which have equal voting rights.
31 January
2024
31 January
2023
Shares held in treasury 5,708,133 4,577,425
Shares not held in treasury 67,204,867 68,335,575
72,913,000 72,913,000
15 NET ASSET VALUE PER SHARE
The net asset value per share is calculated on equity attributable to equity holders of £1,283.2m (2023: £1,300.6m) and on 67,204,867 (2023:
68,335,575) 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 1,909.4p (2023: 1,903.3p).
ICG Enterprise Trust Plc Annual Report and Accounts 2024 75
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16 CAPITAL COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments:
31 January
2024
£’000
31 January
2023
£’000
ICG LP Secondaries Fund I LP 34,811 27,443
ICG Europe VIII
1
25,901 28,551
ICG Europe Mid-Market Fund II
1
21,316 —
ICG Strategic Equity V
2
19,704 —
ICG Augusta Partners Co-Investor
2
17,365 18,895
ICG Strategic Secondaries Fund II
2
16,547 17,041
ICG Ludgate Hill (Feeder B) SCSp
1
13,860 14,393
ICG Strategic Equity Fund III
2
10,942 11,269
ICG Strategic Equity IV
2
10,385 15,943
ICG Europe VII
1
6,541 6,765
ICG Europe Mid-Market Fund
1
5,476 8,536
ICG Ludgate Hill (Feeder) II Boston SCSp
2
5,267 8,077
I ICG Ludgate Hill (Feeder) IIIA Porsche SCSp
2
4,652 1,467
ICG Europe VI
1
4,311 4,459
ICG Asia Pacific Fund III
2
2,634 3,159
ICG Colombe Co-investment
1
2,378 1,750
ICG North American Private Debt Fund II
2
1,682 3,232
ICG Dallas Co-Investment
2
1,280 1,400
Commitments of less than £1,000,000 at 31 January 2024 5,991 7,178
Total ICG 211,043 179,558
Graphite Capital Partners IX 4,525 5,805
Graphite Capital Partners VIII
2
2,194 2,194
Graphite Capital Partners VII
1, 2
456 907
Total Graphite funds 7,175 8,906
1 Includes interest acquired through a secondary fund purchase.
2 Includes the associated Top Up funds.
31 January
2024
£’000
31 January
2023
£’000
PAI Europe VIII 20,900 22,045
New Mountain VII 15,763 —
Green Equity Investors Side IX 15,611 16,234
Bowmark VII 15,000 —
Cinven VII 12,789 —
CVC IX A 12,789 —
CDR XII 11,822 12,175
The Resolute Fund VI 11,822 —
Bain VI 11,319 13,227
Advent International X 10,849 16,313
Resolute II Continuation (SEC 1) 9,893 —
Permira VIII 9,356 13,227
Gridiron V 9,008 13,881
Bregal Unternehmerkapital IV-A 8,526 —
Apax XI EUR 8,383 —
Hellman Friedman XI (Parallel) 7,881 —
Genstar Capital Partners XI (EU) 7,850 —
Thomas H Lee Equity Fund IX 6,762 11,266
ICG Enterprise Trust Plc Annual Report and Accounts 202476
31 January
2024
£’000
31 January
2023
£’000
Audax Private Equity VII-B 5,830 —
Integrum I 5,715 8,117
PAI Mid-Market Fund 4,963 5,811
BC XI 4,900 8,050
Investindustrial VII 4,219 5,021
Gridiron Capital Fund III 4,080 4,401
Leeds VII 3,581 4,770
Charlesbank X 3,543 4,711
Hg Genesis X 3,469 4,371
CVC European Equity Partners VIII 3,402 5,589
FSN VI 2,946 4,236
Seventh Cinven Fund 2,929 6,421
Ivanti 2,910 2,997
PAI VII 2,872 4,501
Bain XIII 2,739 5,743
Hg Saturn III 2,714 4,028
Thoma Bravo XV 2,648 4,109
GHO Capital III 2,617 3,722
New Mountain VI 2,276 4,517
Bain Tech Opportunities II 2,276 3,409
Carlyle Europe Partners V 2,243 4,351
Hellman Friedman X 2,194 2,275
GI Partners VI 2,168 4,119
Bregal Unternehmerkapital III 2,113 3,360
Ambassador Theatre Group 2,049 2,196
Thomas H Lee Equity Fund VIII 2,011 2,398
Tailwind III 1,517 2,471
European Camping Group II 1,474 4,409
Apax X 1,442 2,351
Bowmark Capital Partners VI 1,357 4,279
Resolute V 855 2,307
AEA VII 464 3,010
CDR XI — 3,151
Gryphon V — 2,564
Commitments of less than £2,000,000 at 31 January 2024 36,908 52,130
Total third party 333,747 308,262
Total commitments 551,965 496,726
The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and
its subsidiaries are irrevocable.
As at 31 January 2024, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £98.1m
(2023: £55.0m). The Company did not have any contingent liabilities at 31 January 2024 (2023: None).
The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio
of £453.9m (2023: £441.7m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9).
ICG Enterprise Trust Plc Annual Report and Accounts 2024 77
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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 continental Europe, the US and the UK, and are primarily denominated in euro, US dollars
and sterling. There are also smaller amounts in other European currencies. The Company’s investments in controlled structured entities are
reported in sterling. 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 2024
Sterling
£’000
Euro
£’000
USD
£’000
Other
£’000
Total
£’000
Investments 1,068,115 81,164 146,881 222 1,296,382
Cash and cash equivalents and other net current assets (21,552) 4,504 3,878 11 (13,159)
1,046,563 85,668 150,759 233 1,283,223
31 January 2023
Sterling
£’000
Euro
£’000
US dollar
£’000
Other
£’000
Total
£’000
Investments 1,112,572 89,120 147,165 218 1,349,075
Cash and cash equivalents and other net current assets (65,250) 14,817 1,721 255 (48,457)
1,047,323 103,937 148,886 473 1,300,619
The effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £74m and a rise of £56.1m in the value of
shareholders’ equity and on profit after tax at 31 January 2024 respectively (2023: a fall of £28.6m and a rise of £106.0m 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 £141.9m and a rise
of £124.4m in the value of shareholders’ equity and on profit after tax at 31 January 2024 respectively (2023: a fall of £113.7m and a rise of
£191.0m 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 net debt
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.
ICG Enterprise Trust Plc Annual Report and Accounts 202478
(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.
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 2024 31 January 2023
Increase in variable
£’000
Decrease in variable
£’000
Increase in variable
£’000
Decrease in variable
£’000
30% (2023: 30%) movement in the price of investments
Impact on profit after tax 374,044 (320,217) 388,422 (394,350)
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 with Royal Bank of Scotland (‘RBS’) and totalled £9.7m (2023: £20.7m). RBS currently has a credit rating of A1 from
Moody’s. This represented 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 2024 (2023:
nil) and as a result of this, no ECL provision has been recorded.
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 37 of the Strategic 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 £9.7m and had access to committed bank facilities of £240m maturing
in May 2027, which is a multi-currency revolving credit facility provided by SMBC and Lloyds. The key terms of the facility are:
• Upfront cost: 120bps.
• Non-utilisation fees: 115bps per annum.
• Margin on drawn amounts: 300bps per annum.
As at 31 January 2024 the Company’s total financial liabilities amounted to £25.1m (2023: £71.6m) of payables which were due in less than one
year, which includes accrued balances payable in respect of the credit facility above.
Movement in financial liabilities arising from financing activities
The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.
2024
£’000
2023
£’000
At 1 February 67,700 —
Proceeds from borrowings 128,109 86,659
Repayment of long term borrowings (174,954) (21,367)
Bank facility fee movement 1,206 2,408
At 31 January 22,061 67,700
ICG Enterprise Trust Plc Annual Report and Accounts 2024 79
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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 net debt of £10.3m (2023: £44.6m).
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 2024, the composition of which is shown on the balance sheet, was £1,283.2m (2023: £1,300.6m).
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 3 assets are described in note 1(c) of the financial statements. No investments were categorised
as level 1 or level 2.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they
are deemed to occur.
The sensitivity of the Company’s investments to a change in value is discussed on page 79.
The following table presents the assets that are measured at fair value at 31 January 2024 and 31 January 2023:
31 January 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments held at fair value
Unquoted investments – indirect — — 136,473 136,473
Unquoted investments – direct — — 123,823 123,823
Quoted investments – direct — — — —
Subsidiary undertakings — — 1,036,086 1,036,086
Total investments held at fair value — — 1,296,382 1,296,382
31 January 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments held at fair value
Unquoted investments – indirect — — 158,896 158,896
Unquoted investments – direct — — 110,282 110,282
Quoted investments – direct — — — —
Subsidiary undertakings — — 1,079,897 1,079,897
Total investments held at fair value — — 1,349,075 1,349,075
All unquoted and quoted investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at
31 January 2024 (2023: nil); 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.
17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202480
The following tables present the changes in level 3 instruments for the year to 31 January 2024 and 31 January 2023.
31 January 2024
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 158,896 110,282 1,079,897 1,349,075
Additions 14,933 10,248 116,988 142,169
Disposals (37,167) (3,590) (195,300) (236,057)
Gains and losses recognised in profit or loss (189) 6,883 34,501 41,195
Closing balance 136,473 123,823 1,036,086 1,296,382
31 January 2023
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 123,319 78,689 921,738 1,123,747
Additions 28,094 34,151 238,692 300,937
Disposals (27,475) (4,661) (228,530) (260,667)
Gains and losses recognised in profit or loss 34,958 2,103 147,997 185,058
Closing balance 158,896 110,282 1,079,897 1,349,075
18 RELATED PARTY TRANSACTIONS
Significant transactions between the Company and its subsidiaries are shown below:
Subsidiary Nature of transaction
Year ended
31 January
2024
£’000
Year ended
31 January
2023
£’000
ICG Enterprise Trust Limited Partnership Increase in amounts owed to subsidiaries — —
(Decrease) in amounts owed by subsidiaries (102) (17,470)
Income allocated — 10
ICG Enterprise Trust (2) Limited Partnership Increase in amounts owed to subsidiaries 11,420 5,776
(Decrease) in amounts owed by subsidiaries — —
Income allocated 151 403
ICG Enterprise Trust Co-investment LP Increase in amounts owed by subsidiaries (10,416) 43,949
Income allocated 6,681 2,605
ICG Enterprise Holdings LP Increase in amounts owed to subsidiaries — 22,904
Income allocated 6,819 6,603
ICG Morse Partnership LP Increase in amounts owed by subsidiaries (14,513) 5,107
Decrease in amounts owed to subsidiaries — —
Income allocated — —
ICG Lewis Partnership LP Increase in amounts owed by subsidiaries 1,820 —
Increase in amounts owed by subsidiaries — 2,344
Income allocated — —
ICG Enterprise Trust Plc Annual Report and Accounts 2024 81
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on page 40.
Details of remuneration are disclosed below and in further detail in the Directors’ Remuneration Report on page 48.
Remuneration in the year (audited) Fees Expenses Total
Name
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Jane Tufnell 71 67 — — 71 67
Alastair Bruce 58 54 — — 58 54
Gerhard Fusenig 46 44 3 4 49 48
Adiba Ighodaro 46 26 — — 46 26
Janine Nicholls 46 26 — — 46 26
Sandra Pajarola — 19 — 4 — 23
David Warnock 46 44 — — 46 44
Total 313 280 3 8 316 288
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.
Subsidiary
Amounts owed by subsidiaries Amounts owed to subsidiaries
31 January 2024
£’000
31 January 2023
£’000
31 January 2024
£’000
31 January 2023
£’000
ICG Enterprise Trust Limited Partnership — — 8,197 8,299
ICG Enterprise Trust (2) Limited Partnership — — 34,328 22,908
ICG Enterprise Trust Co-Investment LP 240,326 250,742 — —
ICG Enterprise Holdings LP — — — 45,725
ICG Morse Partnership LP — 14,513 — —
ICG Lewis Partnership LP 7.881 6,062 — —
18 RELATED PARTY TRANSACTIONS CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202482
The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are:
Year ended 31 January 2024 Year ended 31 January 2023
Fund/Co-investment
Remaining
commitment
£’000
Fair value
investment
£’000
Remaining
commitment
£’000
Fair value
investment
£’000
ICG Strategic Equity Fund III 10,942 39,374 11,269 35,610
ICG Europe VII 6,541 35,021 6,765 33,425
ICG MXV Co-Investment 217 31,658 225 27,547
ICG Strategic Equity IV 10,385 28,029 15,943 22,133
ICG Ludgate Hill (Feeder B) SCSp 13,860 24,366 14,393 34,428
ICG LP Secondaries Fund I LP 34,811 21,980 27,443 30,817
ICG Ludgate Hill (Feeder) III A Porsche SCSp 4,652 21,104 1,467 23,376
ICG Newton Co-Investment 393 17,909 393 14,175
ICG Augusta Partners Co-Investor 17,365 15,533 18,895 15,419
ICG Match Co-Investment 129 15,403 132 18,608
ICG Progress Co-Investment 577 15,156 594 11,721
ICG Ludgate Hill (Feeder) II Boston SCSp 5,267 14,721 8,077 11,227
ICG Vanadium Co-Investment 251 14,209 259 12,968
Ambassador Theatre Group — 14,177 — —
ICG Europe Mid-Market Fund 5,476 13,819 8,536 11,888
ICG Colombe Co-investment 1,678 12,221 1,750 12,922
ICG Cheetah Co-Investment 669 11,570 714 9,990
ICG Europe VIII 25,901 10,746 28,551 7,227
ICG Strategic Secondaries Fund II 16,547 10,052 17,041 10,913
CX VIII Co-Investment 171 8,996 176 8,642
ICG Asia Pacific Fund III 2,634 8,436 3,159 8,454
ICG Dallas Co-Investment 1,280 8,245 1,400 8,583
ICG Trio Co-Investment 37 7,988 38 7,016
ICG Europe VI 4,311 5,719 4,459 6,030
ICG Cross Border 178 5,555 223 3,941
ICG North American Private Debt Fund II 1,682 5,467 3,232 5,053
ICG Sunrise Co-Investment 76 5,402 90 5,425
ICG Crown Co-Investment 122 4,817 176 3,882
ICG Recovery Fund 2008 B 862 4,545 892 4,500
ICG Holiday Co-Investor I 285 2,655 296 2,040
ICG Holiday Co-Investor II 197 1,966 205 1,517
ICG Strategic Equity IV 19,704 895 — —
ICG Europe V 555 808 730 603
ICG Diocle Co-Investment 148 98 153 109
ICG European Fund 2006 B1 489 28 506 49
ICG Velocity Partners Co-Investor 635 — 654 99
ICG EOS Loan Fund I Ltd — — — 6
ICG Topvita Co-Investment 700 — 724 3
ICG Europe Mid-Market II 21,316 (263) — —
Total 211,043 438,410 179,560 410,346
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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 83
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
30 LARGEST FUND INVESTMENTS (UNAUDITED)
The table below presents the 30 largest fund investments by value at 31 January 2024. The valuations are net of underlying managers’ fees
and carried interest.
Fund
Year of
commitment
Value
£m
Outstanding
commitment
£m
1 ICG Strategic Equities Fund III
GP-led secondary transactions 2018 39.4 10.9
2 ICG Europe VII
Mezzanine and equity
in mid-market buyouts 2018 35.0 6.5
3 PAI Strategic Partnerships
1
Mid-market and large buyouts 2019 30.6 0.3
4 Gridiron Capital Fund III
Mid-market buyouts 2016 28.9 4.1
5 CVC European Equity
Partners VII
Large buyouts 2017 28.4 1.1
6 ICG Strategic Equities Fund IV
GP-led secondary transactions 2021 28.0 10.4
7 Graphite Capital Partners VIII
2
Mid-market buyouts 2013 27.4 2.2
8 Gridiron Capital Fund IV
Mid-market buyouts 2019 25.2 0.7
9 PAI Europe VII
Mid-market and large buyouts 2017 24.6 2.9
10 ICG Ludgate Hill (Feeder B) SCSp
Secondary portfolio 2021 24.4 13.9
11 ICG LP Secondaries Fund I LP
LP-led secondary transactions 2022 22.0 34.8
12 Resolute IV
Mid-market buyouts 2018 21.6 1.0
13 ICG Ludgate Hill III
Secondary portfolio 2022 21.1 4.7
14 Oak Hill V
Mid-market buyouts 2019 17.7 0.9
15 Sixth Cinven Fund
Large buyouts 2016 17.2 1.6
16 Seventh Cinven
Large buyouts 2019 17.2 2.9
Fund
Year of
commitment
Value
£m
Outstanding
commitment
£m
17 Advent Global Private Equity IX
Large buyouts 2019 16.9 0.8
18 AEA VII
Mid-market buyouts 2019 16.5 0.5
19 Graphite Capital Partners IX
Mid-market buyouts 2018 15.9 4.5
20 New Mountain Partners V
Mid-market buyouts 2017 15.9 1.2
21 Resolute V
Mid-market buy-outs 2021 15.8 0.9
22 ICG Augusta Partners Co-Investor
1
Secondary fund restructurings 2018 15.5 17.4
23 BC European Capital X
Large buyouts 2016 14.9 1.4
24 ICG Ludgate Hill (Feeder) II Boston SCSp
Secondary portfolio 2022 14.7 5.3
25 ICG Europe Mid-Market Fund
Mezzanine and equity in
mid-market buyouts 2019 13.8 5.5
26 Permira VII
Large buyouts 2019 13.7 1.5
27 Investindustrial VII
Mid-market buyouts 2019 13.2 4.2
28 Permira V
1
Large buyouts 2013 12.8 0.4
29 Tailwind Capital Partners III
Mid-market buyouts 2018 11.9 1.5
30 Bowmark Capital Partners VI
Mid-market buyouts 2018 11.6 1.4
Total of the largest
30 fund investments 611.8 145.2
Percentage of total
investment Portfolio 45.3%
1 All or part of interest acquired through a secondary sale.
2 Includes the associated Top Up funds.
ICG Enterprise Trust Plc Annual Report and Accounts 202484
PORTFOLIO ANALYSIS (UNAUDITED)
The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2024.
The valuations are gross of underlying managers’ fees and carried interest.
Company Manager
Year of
investment Country
Value as a %
of Portfolio
1 Minimax
Supplier of fire protection systems and services ICG 2018 Germany 3.4%
2 Froneri
Manufacturer and distributor of ice cream products PAI 2013/2019 United Kingdom 2.4%
3 Leaf Home Solutions
Provider of home maintenance services Gridiron 2016 United States 1.8%
4 European Camping Group
Operator of premium campsites and holiday parks PAI 2021/2023 France 1.6%
5 Newton
Provider of management consulting services ICG 2021/2022 United Kingdom 1.5%
6 Yudo
Designer and manufacturer of hot runner systems ICG 2017/2018 South Korea 1.5%
7 PSB Academy
Provider of private tertiary education ICG 2018 Singapore 1.4%
8 Chewy
Retailer of pet products and services BC Partners 2014/2015 United States 1.4%
9 Circana
Provider of mission-critical data and predictive analytics to consumer
goods manufacturers New Mountain 2022 United States 1.4%
10 Curium Pharma
Supplier of nuclear medicine diagnostic pharmaceuticals ICG 2020 United Kingdom 1.3%
11 Precisely
Provider of enterprise software Clearlake/ICG 2021/2022 United States 1.3%
12 Visma
Provider of business management software and outsourcing services HgCapital/ICG 2017/2020 Norway 1.3%
13 Ambassador Theatre Group
Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.3%
14 Crucial Learning
Provider of corporate training courses focused on communication skills
and leadership development Leeds Equity 2019 United States 1.3%
15 Domus
Operator of retirement homes ICG 2017/2021 France 1.2%
16 Davies Group
Provider of speciality business process outsourcing services BC Partners 2021 United Kingdom 1.1%
17 Ivanti
Provider of IT management solutions Charlesbank/ICG 2021 United States 1.1%
18 David Lloyd Leisure
Operator of premium health clubs TDR 2013/2020 United Kingdom 1.1%
19 AML RightSource
Provider of compliance and regulatory services and solutions Gridiron 2020 United States 1.1%
20 Class Valuation
Provider of residential mortgage appraisal management services Gridiron 2021 United States 1.1%
21 Planet Payment
Provider of integrated payments services focused on hospitality and luxury retail Advent/Eurazeo/ICG 2021 Ireland 1.1%
22 ECA Group
Provider of autonomous systems for the aerospace and maritime sectors ICG 2022 France 1.1%
23 Vistage
Provider of CEO leadership and coaching for small and mid-size businesses in the US Gridiron/ICG 2022 United States 1.0%
24 VettaFi
Provider of master limited partnerships (‘MLP’) indices ICG 2018 United States 1.0%
25 DigiCert
Provider of enterprise security solutions ICG 2021 United States 1.0%
26 KronosNet
Provider of tech-enabled customer engagement and business solutions ICG 2022 Spain 0.9%
27 Brooks Automation
Provider of semiconductor manufacturing solutions THL 2021/2022 United States 0.9%
28 Ping Identity
Provider of intelligent access management solutions Thoma Bravo 2022/2023 United States 0.7%
29 AMEOS Group
Operator of private hospitals ICG 2021 Switzerland 0.7%
30 Archer Technologies
Developer of governance, risk and compliance software intended for risk management Cinven 2023 United States 0.7%
Total of the 30 largest underlying investments 38.6%
ICG Enterprise Trust Plc Annual Report and Accounts 2024 85
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
This section presents supplementary information regarding the
Portfolio (see Manager’s Review and the Glossary for further details
and definitions).
PORTFOLIO COMPOSITION
Portfolio by calendar year
of investment
% of value
of underlying
investments
31 January 2024
% of value
of underlying
investments
31 January 2023
2023 6.9% –
2022 18.7% 19.6%
2021 27.9% 25.1%
2020 11.4% 10.3%
2019 12.4% 12.0%
2018 10.5% 12.0%
2017 4.2% 6.7%
2016 and older 8.0% 14.3%
Total 100.0% 100.0%
Portfolio by sector
% of value
of underlying
investments
31 January 2024
% of value
of underlying
investments
31 January 2023
TMT 25.3% 22.5%
Consumer goods and services 17.5% 20.9%
Healthcare 11.3% 13.3%
Business services 13.1% 12.6%
Industrials 7.9% 8.4%
Education 5.7% 7.0%
Financials 7.4% 5.0%
Leisure 7. 3% 3.9%
Other 4.5% 6.4%
Total 100.0% 100.0%
Portfolio by fund currency
1
31 January
2024
£m
31 January
2024
%
31 January
2023
£m
31 January
2023
%
US dollar 674 49.9% 690 43.4%
Euro 555 41.2% 603 47.6%
Sterling 120 8.9% 113 9.0%
Total 1,349 100.0% 1,406 100.0%
1 Currency exposure by reference to the reporting currency of each fund.
PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED
ICG Enterprise Trust Plc Annual Report and Accounts 202486
GLOSSARY (UNAUDITED)
Alternative Performance Measures (‘APMs’) are a term defined by
the European Securities and Markets Authority as ‘financial measures of
historical or future performance, financial position, or cash flows, other
than a financial measure defined or specified in the applicable financial
reporting framework’.
APMs are used in this report if considered by the Board and the
Manager to be the most relevant basis for shareholders in assessing
the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account
industry practice.
Definitions and reconciliations to IFRS measures are provided in the
main body of the report or in this Glossary, 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.
Cash drag is the negative impact on performance arising as a result
of the allocation of a portion of the entity’s assets to cash.
Co-investment 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 investor
agrees to contribute to a fund or a specific investment.
Compound Annual Growth Rate (‘CAGR’) is the rate of return that
would be required for an investment to grow from its beginning
balance to its ending balance, assuming the profits were reinvested
at the end of each period of the investment’s life span.
Deployment please see ‘Total new investment’.
Direct Investment is an investment in a portfolio company held
directly, not through a private equity fund. Direct Investments are
typically co-investments with a private equity fund.
Discount 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 when called
by underlying managers in respect of an existing Commitment.
EBITDA stands for earnings before interest, tax, depreciation and
amortisation, which is a widely used performance measure in the
private equity industry.
Enlarged Perimeter as well as performance metrics for our Top 30
companies, we include data for our ‘Enlarged Perimeter’, which
represents the aggregate value of the Top 30 Companies and as
many of the managers from within the Top 30 funds as practicable.
Enterprise Value (‘EV’) Enterprise Value is the aggregate value
of a company’s entire issued share capital and Net Debt.
Exclusion List The Exclusion List defines the business activities
which are excluded from investment.
FTSE All-Share Index Total Return The change in the level of the
FTSE All-Share Index, assuming that dividends are re-invested on
the day that they are paid.
Full Exits Full Exits are exit events (e.g., trade sale, sale by public
offering, or sale to a financial buyer) following which the residual
exposure to an underlying company is zero or immaterial; this does
not include Fund Disposals. See ‘Fund Disposals’.
Fund Disposals Fund Disposals are where the Company receives
sales proceeds from the full or partial sale of a fund position within
the secondary market.
General Partner (‘GP’) The General Partner is the entity managing
a private equity fund. This is commonly referred to as the manager.
Hedging Hedging is an investment technique designed to offset a
potential loss on one investment by purchasing a second investment
that is expected to perform in the opposite way.
Initial Public Offering (‘IPO’) An Initial Public Offering is an offering
by a company of its share capital to the public with a view to seeking
an admission of its shares to a recognised stock exchange.
Internal Rate of Return (‘IRR’) Internal Rate of Return is a measure
of the rate of return received by an investor in a fund. It is calculated
from cash drawn from and returned to the investor, together with the
residual value of the investment.
Investment Period Investment Period is the period in which funds
are able to make new investments under the terms of their fund
agreements, typically up to five years after the initial Commitment.
Last Twelve Months (‘LTM’) Last Twelve Months refers to the
timeframe of the immediately preceding 12 months in reference to
financial metrics used to evaluate the Company’s performance.
Limited Partner (‘LP’) The Limited Partner is an institution or
individual who commits capital to a private equity fund established
as a Limited Partnership. These funds are generally protected from
legal actions and any losses beyond the original investment.
Limited Partnership A Limited Partnership includes one or more
General Partners, who have responsibility for managing the business
of the partnership and have unlimited liability, and one or more
Limited Partners, who do not participate in the operation of the
partnership and whose liability is ordinarily capped at their capital
and loan contribution to the partnership. In typical fund structures,
the General Partner receives a priority share ahead of distributions
to Limited Partners.
Net Asset Value per Share (‘NAV per Share’) Net Asset Value per
Share is the value of the Company’s net assets attributable to one
ordinary share. It is calculated by dividing ‘shareholders’ funds’ by
the total number of ordinary shares in issue. Shareholders’ funds
are calculated by deducting current and long-term liabilities, and any
provision for liabilities and charges, from the Company’s total assets.
Total Return 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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 87
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
GLOSSARY (UNAUDITED) CONTINUED
Net Debt Net Debt is calculated as the total short-term and long-term
debt in a business, less cash and cash equivalents.
Ongoing Charges Ongoing Charges are calculated in line with
guidance issued by the Association of Investment Companies (‘AIC’)
and capture management fees and expenses, excluding finance costs,
incurred at the Company level only. The calculation does not include
the expenses and management fees incurred by any underlying funds.
31 January 2024
Total per
income
statement
£’000
Amount
excluded from
AIC Ongoing
Charges
£’000
Included
Ongoing
Charges
£000
Management fees 16,148 – 16,148
General expenses 1,773 209 1,564
Finance costs 8,152 8,152 –
Total 26,073 8,362 17,712
Total Ongoing Charges 17,712
Average NAV 1,291,759
Ongoing Charges as % of NAV 1.37%
31 January 2023
Total per
income
statement
£’000
Amount
excluded from
AIC Ongoing
Charges
£’000
Included
Ongoing
Charges
£000
Management fees 17,030 – 17,030
General expenses 1,955 98 1,857
Finance costs 4,316 4,316 –
Total 23,301 4,414 18,887
Total Ongoing Charges 18,887
Average NAV 1,272,342
Ongoing Charges as % of NAV 1.48%
Other Net Liabilities Other Net Liabilities at the aggregated
Company level represent net other liabilities per the Company’s
balance sheet. Net other liabilities per the balance sheet of the
subsidiaries include amounts payable under the Co-investment
Incentive Scheme Accrual.
Overcommitment Overcommitment refers to where private equity
fund investors make Commitments exceeding the amount of cash
immediately available for investment. When determining the
appropriate level of Overcommitment, careful consideration needs
to be given to the rate at which Commitments might be drawn down,
and the rate at which realisations will generate cash from the existing
Portfolio to fund new investment.
Portfolio Portfolio represents the aggregate of the investment
Portfolios of the Company and of its subsidiary Limited Partnerships.
This APM is consistent with the commentary in previous annual and
interim reports. The Board and the Manager consider that disclosing
our Portfolio assists shareholders in understanding the value and
performance of the underlying investments selected by the Manager.
It is shown before the Co-investment Incentive Scheme Accrual to
avoid being distorted by certain funds and Direct Investments on
which ICG Enterprise Trust Plc does not incur these costs (for
example, on funds managed by ICG plc). Portfolio is related to the
NAV, which is the value attributed to our shareholders, and which
also incorporates the Co-investment Incentive Scheme Accrual as
well as the value of cash and debt retained on our balance sheet.
The value of the Portfolio at 31 January 2024 is £1,349.0m
(31 January 2023: £1,406.4m).
31 January 2024
£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
1,296.4 (1.9) 54.4 1,349.0
Cash 9.7 – – 9.7
Other Net
Liabilities (22.9) 1.9 (54.4) (75.5)
Net assets 1,283.2 – – 1,283.2
31 January 2023
£m
IFRS
balance
sheet
fair value
Balances
receivable
from
subsidiary
limited
partnerships
Co-investment
Incentive
Scheme
Accrual
Total Company
and subsidiary
limited
partnerships
Investments
1
1,349.1 (0.8) 58.1 1,406.4
Cash 20.7 – – 20.7
Other Net
Liabilities (69.2) 0.8 (58.1) (126.5)
Net assets 1,300.6 – – 1,300.6
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 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 5.9% is calculated as follows:
£m 31 January 2024 31 January 2023
Income, gains and losses on Investments 125.3 190.0
Foreign exchange gains and losses
included in gains and losses on
investments (38.6) (76.4)
Incentive accrual valuation movement (3.7) 9.0
Total gains on Portfolio investments
excluding impact of foreign exchange 83.1 122.6
Opening Portfolio valuation 1,406.4 1,172.2
Portfolio Return on a Local Currency Basis 5.9% 10.5%
A reconciliation between the Portfolio Return on Local Currency Basis
and NAV per Share Total Return is disclosed under ‘Total Return’.
Portfolio Company Portfolio Company refers to an individual
company in an investment portfolio.
Premium Premium occurs when the share price is higher than the
NAV and investors would therefore be paying more than the value
attributable to the shares by reference to the underlying assets.
Primary A Primary Investment is a Commitment to a private equity fund.
Quoted Company A Quoted Company is any company whose shares
are listed or traded on a recognised stock exchange.
Realisation Proceeds Realisation Proceeds are amounts received in
respect of underlying realisation activity from the Portfolio and exclude
any inflows from the sale of fund positions via the secondary market.
ICG Enterprise Trust Plc Annual Report and Accounts 202488
Realisations – Multiple to Cost 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 31 January 2024 31 January 2023
Realisation Proceeds from Full Exits in the
year-to-date 100.8 133.2
Cost 28.8 50.1
Average return Multiple to Cost 3.5x 2.7x
Realisations – Uplift to Carrying Value 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 31 January 2024 31 January 2023
Realisation Proceeds from Full Exits in the
year-to-date 100.8 133.2
Prior Carrying Value (at previous quarterly
valuation prior to exit) 89.2 107.5
Realisations – Uplift to Carrying Value 29.5% 23.9%
Secondary Investments Secondary Investments occur when existing
private equity fund interests and Commitments are purchased from
an investor seeking liquidity.
Share Price Total Return Share Price Total Return is the change in
the Company’s share price, assuming that dividends are re-invested
on the day that they are paid.
Total New Investment Total New Investment is the total of direct
Co-investment and fund investment Drawdowns in respect of the
Portfolio. In accordance with IFRS 10, the Company’s subsidiaries
are deemed to be investment entities and are included in subsidiary
investments within the financial statements.
Movements in the cash flow statement within the financial statements
reconcile to the movement in the Portfolio as follows:
£m 31 January 2024 31 January 2023
Purchase of Portfolio investments per
cash flow statement 25.2 62.2
Purchase of Portfolio investments within
subsidiary investments 111.6 225.0
Total New Investment 136.7 287.2
Total Proceeds Total Proceeds are amounts received by the
Company in respect of the Portfolio, which may be in the form
of capital proceeds or income such as interest or dividends.
In accordance with IFRS 10, the Company’s subsidiaries are
deemed to be investment entities and are included in subsidiary
investments within the financial statements.
£m 31 January 2024 31 January 2023
Sale of Portfolio investments per
cash flow statement 40.6 32.1
Sale of Portfolio investments, interest
received, and dividends received within
subsidiary investments 195.3 217.7
Interest income per cash flow statement 1.7 1.8
Dividend income per cash flow statement 0.8 0.4
Total Proceeds 238.6 252.0
Fund Disposals (67.6) —
Realisation Proceeds 171.0 252.0
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 Date is the date of the valuation report issued by the
underlying manager.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 89
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SHAREHOLDER INFORMATION
ADDRESS
ICG Enterprise Trust Plc
Procession House
55 Ludgate Hill
London EC4M 7JW
+44 (0)20 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
COLUMBIA THREADNEEDLE SAVINGS SCHEMES
Investors through Columbia Threadneedle
savings schemes can contact the Investor
Services team on:
Telephone: 0345 600 3030
Email: investor.enquiries@
columbiathreadneedle.com
FINANCIAL CALENDAR
The announcement and publication of the
Company’s results may normally be expected
in the months shown below:
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
DIVIDEND: 2023/2024
Quarterly dividends of 8.0p were paid on:
• 1 September 2023
• 1 December 2023
• 1 March 2024
A final dividend of 9p is proposed in respect
of the year ended 31 January 2024, payable
as follows:
Ex-dividend
date:
4 July 2024 (shares trade
without rights to the dividend).
Record date: 5 July 2024 (last date for
registering transfers to
receive the dividend).
Dividend
payment date:
19 July 2024.
2024/2025 DIVIDEND PAYMENT DATES
It is anticipated that quarterly dividends
will be paid in the following months:
• September 2024
• December 2024
• March 2025
• July 2025
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.
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
register. Any notifications and enquiries
relating to the registered share holdings,
including a change of address or other
amendment, should be directed to
Computershare Investor Services PLC.
For those shareholders that hold their
shares through the Columbia Threadneedle
savings schemes, please contact the
Investor Services team (investor.enquiries@
columbiathreadneedle.com).
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
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 Columbia Threadneedle savings
schemes, please contact the Columbia
Threadneedle Investor Services team (investor.
enquiries@columbiathreadneedle.com) to
register your details 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.
ICG Enterprise Trust Plc Annual Report and Accounts 202490
INVESTMENT POLICY
The objective of the Company
is to provide long-term growth
by investing in private companies
managed by leading private
equity managers.
INVESTMENT TYPE
The Company 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.
• Direct 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.
The Company 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
The Company 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
The Company is committed to its
responsibility to its community and
environment and ESG matters are
considered as part of the investment
process. The Company 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
The Company 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.
The Company 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. The Company’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.
ICG Enterprise Trust Plc Annual Report and Accounts 2024 91
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED)
The Company is an Alternative
Investment Fund 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
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 37), Governance (pages 38 to 53)
and Financial Statements (pages 62 to 83).
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 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 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 (page 33).
The sensitivity of the Company to market,
credit and investment, and capital risk
is discussed in note 17 of the financial
statements. The risk limits currently in
place in respect of the diversification
of the Portfolio and credit risk are set
out in Investment policy on page 91.
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 2024.
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 2024 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 page 46.
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 202492
HOW TO INVEST IN ICG ENTERPRISE TRUST PLC
ICG Enterprise Trust Plc is listed on the
London Stock Exchange. 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 at www.pimfa.co.uk.
You may also be able to purchase shares
via your bank account provider.
For a fee, your chosen intermediary can
purchase shares in the Company on your behalf.
COLUMBIA THREADNEEDLE SAVINGS SCHEMES
Investors through Columbia Threadneedle
savings schemes can contact the Investor
Services team on:
• Telephone: 0345 600 3030
• Email: investor.enquiries@
columbiathreadneedle.com
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 page 90.
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ICG ENTERPRISE TRUST PLC
Procession House
55 Ludgate Hill
London
EC4M 7JW
ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024
icg-enterprise.co.uk
ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024