9 October 2017
ICG ENTERPRISE TRUST PLC
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 JULY 2017
ICG Enterprise Trust plc ('ICG Enterprise' or the 'Company') presents its unaudited interim results for the six months ended 31 July 2017.
STRONG PERFORMANCE AND EXCELLENT PROGRESS AGAINST STRATEGIC GOALS
* NAV per share of 937p - total return of 8.7% in the six months
* Continued strong operating performance and realisation activity across the portfolio * Largest 30 underlying companies generating earnings growth of 15% * Highly cash generative portfolio - record period of proceeds
* £117m received in the period; 20% of the opening portfolio value * Realisations at 36% uplift to carrying value; 3.1x multiple to cost * Selective investment into compelling opportunities
* £65m invested in the six months * Capital deployed into high conviction investments gaining momentum; 54% of new investment in H1 * Flexibility to adapt investment mix according to where we see the best relative value * Strategic benefits of move to ICG continue to add significant value
* £16m co-investment in Domus Vi alongside ICG Europe VI * £8m co-investment in Visma alongside ICG Europe VI completed in September 2017 * £24m of commitments to two US based managers * £10m secondary investment in restructuring of ICG Recovery Fund 2008B * Continued excellent short, medium and long-term outperformance
Performance to 31 July 2017* 6 months 1 year 3 year 5 year 10** year ------------------------------------------------------------------ Net asset value per +8.7% +20.1% +45.9% +77.4% +120.7% share (total return)
Share price (total +8.1% +29.5% +38.2% +116.0% +102.2% return)
FTSE All-Share Index +7.1% +14.9% +25.7% +65.0% +70.4% (total return)
* All figures are on a Total Return basis ** As the Company changed its year end in 2010, the ten year figures are for the 121 month period to 31 July 2017.
Jeremy Tigue, Chairman, commented:
'These results continue your Company's excellent long-term performance, with both the net asset value and share price outperforming the FTSE All-Share Index over one, three, five and ten years.
'I have been a Board member of the Company for almost a decade and have observed first-hand the evolution of the investment portfolio and the significant shareholder value created by the team's excellent long-term track record and highly selective investment approach.
'The team's move to ICG early in 2016 has allowed ICG Enterprise Trust to further build on its flexible mandate. I am delighted with the excellent progress we have made against a number of strategic goals and believe that the strategic benefits of the team's move to ICG will continue to add significant shareholder value and drive outperformance of the wider market.'
Emma Osborne, Head of Private Equity Fund Investments, ICG, commented:
'The portfolio is well positioned with strong underlying profit growth and realisation activity continuing to drive performance.
'Whilst reinvesting capital in the current market is challenging, our flexible strategy enables us to adapt the mix of investments to where we see best relative value. In the half year our focus has been on high quality, defensive direct co-investments and secondary investments. We believe the portfolio is well positioned to continue to generate significant shareholder value.'
Enquiries
Analyst / Investor enquiries:
Emma Osborne, Head of Private Equity Fund Investments, ICG: +44 (0) 20 3201 7700 Nikki Edgar, Finance and investor relations, ICG: +44 (0) 20 3201 7700
Media Susan Tether, Acting Head of Corporate Communications, ICG: +44 (0) 20 3201 7917 Tom Eckersley, Associate Partner, Maitland: +44 (0) 20 7379 5151
Important notes:
1. Included in this document are Alternative Performance Measures ('APMs'). APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company, and for comparing the performance of the Company to its peers and its previously reported results. The Glossary includes further details of APMs and reconciliations to IFRS measures, where appropriate. 2. In the Chairman's Statement, Manager's Review and Supplementary Information, reference is made to the 'Portfolio'. This is an APM. The Portfolio is defined as the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. The rationale for this APM is discussed in detail in the glossary. 3. ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the Manager of the Company. 4. In the Chairman's Statement, Manager's Review and Supplementary Information, all performance figures are stated on a total return basis (i.e. including the effect of re-invested dividends), which is defined in the glossary. 5. Shares will trade without rights to the final dividend from 19 October 2017 ('ex-dividend date'). The last date for registering transfers to receive the dividend is 20 October 2017 ('record date').
Disclaimer
This report may contain forward looking statements. These statements have been made by the Directors in good faith based on the information available to them up to the time of their approval of this report and should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward looking information.
These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption therefrom. The issuer has not and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. This report contains information which, prior to this announcement, was inside information.
CHAIRMAN'S STATEMENT
Strong performance and excellent progress against strategic goals
In my first interim report as Chairman, I am pleased to report that your Company has continued to build on its strong long-term performance and has made excellent progress against a number of strategic goals.
Continued outperformance
The growth in net asset value and share price has again outperformed the FTSE All-Share Index, with the net asset value per share increasing to 937p, a total return of 8.7%[1] and the share price generating a total return of 8.1%(1).
This performance was driven by both our high conviction portfolio of co- investments, secondary investments and ICG managed funds, as well as our third- party private equity funds, with the investment portfolio as a whole reporting a total return of 9.8%, including 1.1% of favourable currency movements. Unsurprisingly, given the strong exit environment, it was a record period for distributions, with the portfolio benefiting from 28 full realisations at an aggregate uplift of 36% to carrying value and a multiple of 3.1x cost.
These results continue your Company's strong long-term performance, with the growth in both the net asset value and share price outperforming the FTSE All- Share Index over one, three, five and ten years.
Strategic benefits of the move to ICG continue to add significant value
I have been a Board member of the Company for almost a decade and have observed first-hand the evolution of the investment portfolio and the significant shareholder value created by the team's excellent long-term track record and highly selective investment approach.
Our flexible mandate allows the team to enhance returns through proactively adjusting the portfolio's weighting to specific investment opportunities, dependent on market conditions. These high conviction investments are underpinned by a portfolio of leading private equity funds, which not only provide a diversified base of strong returns, but also insights and deal-flow for the high conviction portfolio.
With the team's move to ICG early in 2016, your Company now has access to a significantly deeper investment opportunity set. Since joining ICG over £260m has been committed to new funds and co-investments of which more than 40% has been directly sourced from the wider ICG network. I expect this trend to continue. The team also now benefit from insights gained from interacting with the wider team at ICG, who are transacting with private equity managers or their portfolio companies worldwide on a regular basis through various strategies. These insights inform the management of the portfolio and give the team a competitive advantage when making new investments.
I am delighted with the progress we have made against a number of the strategic goals, including becoming more fully invested, broadening the geographic diversification and increasing the proportion of the portfolio directly managed by ICG.
I believe that the strategic benefits of the team's move to ICG will continue to add significant shareholder value and drive outperformance of the wider market.
Strong balance sheet
The record level of distributions in the first half has resulted in cash balances increasing to £75m, or 11% of net assets. Our long-term objective remains to be broadly fully invested through the cycle, but, as always, investment discipline is key and the team continues to be highly selective in adding new investments to the portfolio.
The Company made five new commitments in the first half and uncalled commitments stood at £346m at July 2017. We expect these commitments to be drawn down over the coming three to five years. We have a strong balance sheet and a highly cash generative portfolio and are well positioned to fund our uncalled commitments and investment pipeline.
Accretive share buybacks
The Company bought back 882,437 shares at an average discount of 17.5%, adding 0.3% to the net asset value per share. The Board believe the Company has a high-quality portfolio with strong growth prospects and will continue to purchase shares on an opportunistic basis.
Interim dividend in line with guidance
The Board recognise that a reliable source of income is an important consideration for shareholders. Accordingly, an interim dividend of 10.0p per share will be paid on 3 November 2017. This is in line with the previously announced policy of paying a minimum dividend of 20.0p per share each year[2].
Well positioned to adapt to changing markets and capitalise on investment opportunities
Financial markets remain buoyant, notwithstanding macroeconomic and geopolitical uncertainties, with asset prices across many markets trading at record highs. As highlighted by the significant cash generation from our portfolio over recent years, private equity managers have taken advantage of these markets to realise assets and crystallise value. Whilst the current environment provides a fertile exit environment, maintaining investment discipline is key and our flexible investment mandate allows us to actively adapt to the market environment and focus on attractive investment opportunities across strategies and capital structures.
We have a portfolio of high quality assets, a disciplined and selective investment process, and an excellent track record of strong performance and conservative balance sheet management through multiple cycles. We are confident that we are well positioned to adapt to changing market conditions and capitalise on investment opportunities as they arise.
Jeremy Tigue 9 October 2017
MANAGER'S REVIEW
Performance overview
Strong growth across the portfolio
The portfolio has continued to deliver strong performance, rising in value by 9.8% in sterling, or 8.7% on an underlying local currency basis in the six months. These returns build on the average 15% p.a.[3] growth the portfolio has generated over the last five years and have been driven by both operating performance and realisation activity.
Our underlying portfolio companies are performing well. Strategic change and operational improvements remain a key driver of earnings growth, which combined with a modest increase in valuation multiples, have translated into strong write-ups across the portfolio. In particular, our largest 30 investments, which represent 45% of the portfolio, continue to report strong earnings growth of 15%[4] and as we look across the entire portfolio, the growth and valuation trends are similar, reflecting the high quality of the portfolio overall.
This strong growth has been augmented by our managers continuing to take advantage of the benign exit environment to crystallise value. Almost a third of portfolio write-ups in the six months were driven by realisation activity and sales completed in the period were at an aggregate uplift to carrying value of 36% and a multiple of 3.1x cost.
Six months ended
31 July 2017 £m ------------------------------------------------------------------------------- Opening Portfolio** 594.3
Third-party funds portfolio drawdowns 29.9
High conviction investments - ICG funds, secondary 34.9 investments and co-investments ----------------- Total new investment 64.8
Realisation Proceeds (117.1) ----------------- Net cash inflow (52.3)
Underlying Valuation Movement*(,) 51.7
% underlying Portfolio growth 8.7%
Currency movement 6.7
% currency movement 1.1% ----------------- Closing Portfolio** 600.4
* In this interim report 91% of the Portfolio is valued using 30 June 2017 (or later) valuations. ** Refer to the Glossary for reconciliation to the portfolio balance presented in the unaudited results.
Portfolio overview
High conviction assets underpinned by portfolio of leading private equity funds
ICG Enterprise's portfolio is unique in the listed private equity sector in combining in-house directly controlled investments with those managed by third- parties, in each case both directly and through funds.
Our flexible mandate allows us to enhance returns through proactively taking overweight positions in attractive investment opportunities in our high conviction portfolio of ICG directly controlled investments, third party co- investments and secondary investments. The common theme in our high conviction portfolio is that we, or the wider ICG team, have made the decision to invest in the underlying company, unlike in a pure fund of funds model where the third- party managers make the underlying investment decisions. This is underpinned by a portfolio of leading private equity funds, providing a diversified base of strong returns and a valuable source of deal flow for our high conviction portfolio.
We believe that our strategy leads to a portfolio which strikes the right balance between concentration and diversification. While diversification at both the manager and company level reduces risk, concentration in our high conviction portfolio ensures that individual winners can make a difference to performance. The portfolio has exposure to more than 450 underlying companies, of which the largest 30 represent 45% of the portfolio value. The balance of the investments provides valuable insights, which in turn inform the management of the portfolio.
Investment category % of portfolio ---------------------------------------------------------- High conviction portfolio ICG 14.1
Third party co-investments 21.3
Third party secondary investments 8.0
Total High Conviction investments 43.4
Third party funds' portfolio Graphite Capital primary funds 12.4
Third party primary funds 44.2 Total diversified fund investments 56.6 ---------------------------------------------------------- Total 100.0% ----------------------------------------------------------
High conviction portfolio of actively sourced investments
The high conviction portfolio accounted for 43% of value at the half year and our three to five-year target is to increase this weighting to around 50% to 60% of the portfolio. Almost a third of the portfolio is weighted towards third- party co-investments and secondary investments, which account for 21% and 8% respectively. These investments enhance returns through selectively investing in attractive investment opportunities, on an opportunistic basis.
The exposure to ICG managed investments increased to 14% in the first six months from less than 7% at the time ICG became Manager of the Company. Within the ICG weighting, we are invested in three of ICG's strategies with a focus on funds that have a bias to equity returns, targeting gross IRRs of at least 15% to 20% p.a. We would expect our exposure to ICG investments to increase to 20% to 30% over time as recent commitments are drawn and further funds added.
Portfolio of leading private equity funds
Our portfolio of private equity funds is made up of 38 leading private equity managers. As mentioned above, this portfolio provides a base of strong diversified returns and is a source of co-investment and secondary investment deal flow for the high conviction portfolio. The funds portfolio has a bias to mid-market and large cap European private equity managers, with the remainder focused on the US private equity market, and the latter is likely to increase in the short to medium term.
Investment activity
Record period for realisations at significant uplifts to carrying value and cost
Our managers took advantage of current market conditions to successfully realise 28 portfolio companies in the six months, generating proceeds of £117m, or 20% of the opening portfolio value. Distributions were at a 36% uplift to carrying value, and a multiple of 3.1x cost. These significant uplifts are consistent with the portfolio's track record; over the last five years, realisations from the portfolio have generated average uplifts of 32% and a multiple of 2.1x cost.
The largest realisation in the six months was the sale of Micheldever, the UK tyre distributor, which completed in February 2017 generating £36m of proceeds. Three other companies from the 30 largest underlying companies were also sold in the period: Quironsalud, Formel D and Proxes. In addition the disposal of Standard Brands, the manufacturer of domestic fire lighting products, was announced in July 2017 but did not complete until September.
Largest realisations in the six months to 31 July 2017 ------------------------------------------------------------------------------- Year of Realisation Proceeds Investment Manager investment Type £m ------------------------------------------------------------------------------- Micheldever Graphite Capital 2006 Trade 36.0
Formel D Deutsche 2013 Financial buyer 7.1 Beteiligungs
Proxes Deutsche 2013 Financial buyer 6.4 Beteiligungs
Quironsalud CVC 2011 Trade 5.9
Parques Reunidos Arle Capital 2007 Public sell down 3.8 post IPO
Xella PAI Partners 2008 Financial buyer 3.5
Cerba PAI Partners 2010 Financial buyer 3.5
Findis Activa 2011 Financial buyer 3.3
Autodata Bowmark 2014 Trade 2.9
Host Europe Group Cinven 2013 Trade 2.5 ------------------------------------------------------------------------------- Total of 10 largest underlying 74.9 realisations ------------------------------------------------------------------------------- Total realisations 117.1 -------------------------------------------------------------------------------
Selective investment into compelling opportunities
As highlighted by the level of distributions from our portfolio, high pricing and intense competition for good quality assets has meant that the market for new investments is undoubtedly challenging. Our investment strategy allows us to be nimble. This gives us greater control over the portfolio, enabling us to increase exposure to companies we believe will outperform through the cycle, and the flexibility to adapt to market conditions and invest where we see the best relative value. We favour more defensive businesses; companies that are relatively uncorrelated to economic cycles and highly cash generative.
As always, it is important to maintain discipline and despite this challenging market we have been able to identify a number of attractive investment opportunities, investing a total of £65m in the first half compared with £128m in the year to January 2017. Of the capital invested, 54% was invested in high conviction investments, up from 39% in the year to January 2017 and we are encouraged by the broader range of deal flow we have been able to access since joining ICG, including from in-house strategies, namely:
* ICG Europe (10% of the portfolio): mid-market buyout investments across the capital structure aiming for private equity returns with subordinated debt risk profile. Investments made in this strategy included a £16m co- investment in the acquisition of Domus Vi, and a £10m secondary investment in ICG Recovery Fund 2008B.
Domus is our largest co-investment to date and is the third largest nursing home operator in Europe with leading market positions in France and Spain. The business and the management team were well known to ICG, which originally invested in the company in 2003. The business has delivered strong financial performance, with further organic growth underpinned by positive demographic and economic trends. The company has also demonstrated its ability to successfully execute significant acquisitions, creating a solid platform for further expansion across the fragmented European market.
* ICG Strategic Secondaries (3% of the portfolio): mature vintage fund recapitalisations led by a specialist team whose innovative, direct investment style approach to this part of the market has resulted in the fund acquiring portfolios for highly attractive valuations of approximately 6x to 7x EBITDA across six transactions to date.
* ICG Asia Pacific (1% of portfolio): mid-market buyout investments in subordinated debt and equity focused on the developed markets in the region. As further outlined below, in addition to the investments in ICG strategies, we also completed £5m of third-party secondary investment in Oak Hill Funds II and III.
Largest underlying new investments in the six months to 31 July 2017 ------------------------------------------------------------------------------- Cost Investment Description Manager Country £m ------------------------------------------------------------------------------- Domus Operator of retirement ICG France 17.5 homes
Gerflor * Manufacturer of vinyl ICG France 7.1 flooring
Cyxtera Operator of data centres BC Partners USA 2.3
Allegro Operator of online Cinven / Permira Poland 2.2 marketplace
Stada Manufacturer of generic Cinven Germany 2.0 prescription drugs
Park Holidays Operator of caravan parks ICG UK 1.9
Rough Country Provider of off-road Gridiron USA 1.5 suspension
CCC Provider of auto collision Advent / Oak Hill USA 1.4 software and service
Material Handling Provider of e- Thomas H Lee USA 1.1 Systems commerce/logistics infrastructure
Checkers Operator of quick-service Oak Hill USA 1.1 restaurants ------------------------------------------------------------------------------- Total of 10 largest underlying new investments 38.1 ------------------------------------------------------------------------------- Total new investment 64.8 ------------------------------------------------------------------------------- * Represents a secondary position via ICG Recovery Fund 2008B; Gerflor was already in the portfolio at 31 January.
Selective commitments to both ICG and third-party funds
We completed five new third-party fund commitments totalling £58m and increased the ICG Strategic Secondaries Fund commitment, resulting in a total of £66m of primary fund commitments. Two of the new third-party funds were raised by managers we have backed successfully for many years (CVC Capital Partners and Hollyport) while three are new to the portfolio (New Mountain, Oak Hill Capital Partners and Hg Capital).
All new commitments are to established managers with track records of investing and adding value through cycles. In the case of New Mountain and Oak Hill, these are both US mid to upper mid-market managers and the addition of these funds to the portfolio is consistent with our strategy of gaining more exposure to this part of the market. The Oak Hill IV commitment had two pre-existing portfolio companies and, in addition, we were able to secure a secondary position in the manager's two predecessor funds which was completed concurrently with the new fund commitment. Situations such as this suit our style of investment by applying our bottom-up, underlying company focused due diligence style and targeting opportunities with short term capital deployment opportunities alongside primary fund commitments. Since joining ICG, we have completed 15 new fund commitments of which five were late primary investments.
New commitments during the six months to 31 July 2017 ----------------------------------------------------------------------------- Fund Strategy Geography £m ----------------------------------------------------------------------------- Primary commitments
CVC VII Large buyouts Europe/USA 20.9
Oak Hill IV Mid-market buyouts USA 12.0
New Mountain V Mid-market buyouts USA 11.5
ICG Strategic Secondaries Secondary fund recapitalisations USA/Europe 8.0 II*
Hollyport VI Mature secondary portfolios Global 7.6
Hg Capital 8 Mid-market buyouts Europe 5.5 ----- Total primary commitments 65.5
Commitments relating to co-investments and secondary 8.7 investments ----------------------------------------------------------------------------- Total new commitments 74.2 ----------------------------------------------------------------------------- *The new commitment to ICG Strategic Secondaries II increased the existing exposure to this fund to take the total commitment to £27m at the end of the period.
Portfolio analysis
Modest increase in valuation multiples
Within the largest 30 companies, the valuation multiple has increased to 10.6x, up from 9.7x at the year end. This increase has been driven by a combination of a change in the mix and overall weightings of the largest underlying companies and a modest increase in aggregate multiples overall. Looking across the wider portfolio, the aggregate valuation multiples are in-line with our largest 30 companies.
The net debt/EBITDA ratio of the largest 30 companies increased to 4.1x from 3.6x, a result of the change of mix and weightings of the underlying companies.
Focus on mid-market companies
Our strategy is focused exclusively on the buyout segment of the private equity market, in which target companies are almost invariably established, profitable and cash generative. The portfolio is biased towards the mid-market (48%) and large deals (40%) which we view as more defensive, benefitting from experienced management teams and often leading market positions. The portfolio has no venture capital exposure.
Exposure to US increasing
The portfolio is focused on developed private equity markets: primarily continental Europe (39%), the UK and the US, with almost no emerging markets exposure. In line with one of our strategic objectives, our weighting to the US increased to 23% from 14% at the time of the move to ICG 18 months ago while the UK bias has reduced to 37% from 45% over the same period.
We expect both of these trends to gather pace as the benefits of being part of ICG's global alternative asset manager platform are further realised. We have a three to five-year target to increase the US focus to 30% to 40% of the portfolio. The US is the largest and most developed private equity market in the world, and we believe will provide the portfolio with attractive returns and further geographic diversification.
Sector bias towards structural growth
The portfolio is weighted towards structural growth, with 22% of the portfolio invested in the healthcare and education sectors and 17% in business services. The remainder of the portfolio is broadly split across the industrial (16%), consumer goods and services (16%) and leisure (12%) sectors with smaller weightings to the TMT and financials sectors.
Attractive and well balanced vintage year exposure
The portfolio has an attractive maturity profile which balances near term realisation prospects with a strong pipeline of medium to longer term growth.
Investments completed in 2014 or earlier, which are more likely to generate gains from realisations in the shorter-term, represent 57% of the portfolio. Against this, 43% of value is in investments made between 2015 and 2017, providing the portfolio with medium to longer term growth as value created within these businesses translates into gains.
Within the more mature holdings relatively little value remains in companies acquired prior to the financial crisis. At the half year only 9% fell within this category and the recently announced sale of Standard Brands, will reduce this weighting further.
Balance sheet and financing
Strong balance sheet and positive financing outlook
The exceptionally high level of distributions of £117m far outweighed capital deployed of £65m, resulting in an increase in cash balances to £75m from £39m.
Undrawn commitments of £346m compares with total liquidity of £180m, including the undrawn bank facility of £105m. Commitments therefore exceeded liquidity by £166m, or 25% of net asset value, which remains within the Company's historical conservative parameters.
Of the total undrawn commitments, funds in their investment period represented £254m, providing the Company with a good medium-term investment pipeline. Commitments are typically drawn down over a period of four to five years with approximately 10% to 15% retained at the end of the investment period to fund follow-on investments and expenses. If outstanding commitments were to follow a linear investment pace to the end of their respective remaining investment periods, we estimate that approximately £80m to £90m of commitments would be called over the next 12 months.
Our objective is to be broadly fully invested through the cycle while ensuring that we have sufficient liquidity to be able to take advantage of attractive investment opportunities as they arise. We do not intend to be geared other than, potentially, for short term working capital purposes.
Outlook
Continued investment activity since the period end
Since July 2017, the portfolio has continued to generate a net cash inflow with realisations of £40m exceeding new investment of £26m. The sale of Standard Brands completed in September and the sales of CPA Global and ista were recently announced. The latter two realisations are expected to complete before the year end.
On the investment front, we completed a £8m co-investment alongside ICG Europe VI in Visma, the provider of accounting software and business process outsourcing services. This new investment takes the proforma value of our holding in Visma to £17m. The transaction completed in September.
Portfolio well positioned to continue to generate significant shareholder value
The market outlook continues to favour realisations despite a number of continuing macro uncertainties. Against this backdrop it is more challenging to redeploy the high levels of cash generated by the portfolio without diluting quality. Our strategy gives us the flexibility to adapt the mix of investment types according to where we see the best relative value. In the current market conditions, we remain focused on identifying new investment opportunities that we have a high conviction will generate superior returns through the cycle.
We have a high-quality portfolio, generating strong revenue and profit growth and we believe it is well positioned to generate significant shareholder value through the cycle.
Supplementary information
This section presents supplementary information regarding the Portfolio (see Manager's Review and the Glossary for further details and definitions).
The 30 largest underlying investments
The table below presents the 30 companies in which ICG Enterprise had the largest investments by value at 31 July 2017. These investments may be held directly or through funds, or in some cases in both ways. The valuations are gross and are shown as a percentage of the total investment Portfolio.
Company Manager Year of Country Value as a % investment of Portfolio ---------------------------------------------------------------------------- 1 City & County Healthcare Group
Provider of home Graphite Capital 2013 UK 3.2% care services
2 DomusVi+^
Operator of ICG 2017 France 3.0% retirement homes
3 Standard Brands+-
Manufacturer of Graphite Capital 2001 UK 2.7% fire lighting products
4 Froneri+^
Manufacturer and PAI Partners 2013 UK 2.2% distributor of ice cream products
5 Gerflor^
Manufacturer of ICG 2017 France 2.1% vinyl flooring
6 Education Personnel+^
Provider of ICG 2014 UK 2.1% temporary staff for the education sector
7 nGAGE
Provider of Graphite Capital 2014 UK 2.0% recruitment services
8 PetSmart+
Retailer of pet BC Partners 2015 USA 2.0% products and services
9 David Lloyd Leisure+
Operator of TDR Capital 2013 UK 1.8% premium health clubs
10 Frontier Medical+
Manufacturer of Kester Capital 2013 UK 1.7% medical devices
11 Skillsoft+
Provider of off Charterhouse 2014 USA 1.6% the shelf e- learning content
12 The Laine Pub Company+
Operator of pubs Graphite Capital 2014 UK 1.6% and bars
13 TMF^
Provider of Doughty Hanson 2008 Netherlands 1.5% management and accounting outsourcing services
14 CPA Global+
Provider of patent Cinven 2012 UK 1.4% and legal services
15 Roompot+
Operator and PAI Partners 2016 Netherlands 1.4% developer of holiday parks
16 System One+
Provider of Thomas H Lee 2016 USA 1.4% specialty Partners workforce solutions
17 Visma+
Provider of Cinven 2014 Norway 1.3% accounting software and business outsourcing services
18 ICR Group
Provider of repair Graphite Capital 2014 UK 1.3% and maintenance services to the energy industry
19 Beck & Pollitzer
Provider of Graphite Capital 2016 UK 1.2% industrial machinery installation and relocation
20 Swiss Education+
Provider of Invision Capital 2015 Switzerland 1.2% hospitality training
21 New World Trading Company
Operator of Graphite Capital 2016 UK 1.1% distinctive pub restaurants
22 Cambium
Provider of ICG 2016 USA 1.1% educational solutions and services
23 U-POL^
Manufacturer and Graphite Capital 2010 UK 1.0% distributor of automotive refinishing products
24 Cognito+
Supplier of Graphite Capital 2002 UK 1.0% communications equipment, software & services
25 Ceridian+
Provider of Thomas H Lee 2007 USA 0.9% payment processing Partners services
26 Algeco Scotsman
Supplier and TDR Capital 2007 USA 0.8% operator of modular buildings
27 inVentiv Health
Provider of Advent 2016 USA 0.7% commercial solutions for healthcare companies
28 ista^
Provider of heat CVC 2013 Germany 0.7% and water submetering services
29 AVS Group
Manufacturer of Fynamore 2013 Germany 0.7% traffic safety Advisers products
30 Sky Betting and Gaming
Operator of CVC 2015 UK 0.7% digital Betting and Gaming websites ---------------------------------------------------------------------------- Total of the 30 largest underlying 45.4% investments ----------------------------------------------------------------------------
+ All or part of this investment is held directly as a co-investment or other direct investment.
^ All or part of this investment was acquired as part of a secondary purchase.
- Sale completed in September 2017
The 30 largest fund investments
The 30 largest funds by value at 31 July 2017 are:
Fund Year of Country/ Value £m Outstanding commitment region commitment £m ---------------------------------------------------------------------------- 1 Graphite Capital Partners VIII *
Mid-market buyouts 2013 UK 56.8 39.8
2 BC European Capital IX **
Large buyouts 2011 Europe 22.8 0.1
3 CVC European Equity Partners V **
Large buyouts 2008 Europe/USA 17.5 0.5
4 ICG Europe VI **
Mezzanine and equity 2015 Europe 16.4 7.7 in mid-market buyouts
5 Fifth Cinven Fund
Large buyouts 2012 Europe 14.8 1.7
6 Graphite Capital Partners VII * / **
Mid-market buyouts 2007 UK 14.4 4.7
7 Thomas H Lee Parallel Fund VI
Large buyouts 2007 USA 13.8 1
8 CVC European Equity Partners VI
Large buyouts 2013 Global 11.7 8
9 PAI Europe VI
Mid-market and large 2013 Europe 11.6 8.1 buyouts
10 ICG Velocity Partners Co-Investor **
Mid-market buyouts 2016 USA 10.8 2.2
11 Bowmark Capital Partners IV
Mid-market buyouts 2007 UK 9.9 -
12 Deutsche Beteiligungs Fund VI
Mid-market buyouts 2012 Germany 9.8 1
13 Permira V
Large buyouts 2013 Europe 9.8 0.9
14 IK VII
Mid-market buyouts 2013 Europe 9.6 0.4
15 TDR Capital III
Mid-market and large 2013 Europe 9.5 3.1 buyouts
16 Thomas H Lee Equity Fund VII
Mid-market and large 2015 USA 8.9 9.3 buyouts
17 Doughty Hanson & Co V **
Mid-market and large 2006 Europe 8.9 6.8 buyouts
18 TDR Capital II
Mid-market and large 2006 Europe 8.8 0.9 buyouts
19 ICG Strategic Secondaries Fund II
Secondary fund 2016 Europe/USA 8.7 19.3 recapitalisations
20 Nordic Capital Partners VIII
21 Hollyport Secondary Opportunities V
Mature secondary 2015 Global 8.6 2.3 portfolios
22 ICG Europe V **
Mezzanine and equity 2012 Europe 8.6 1.2 in mid-market buyouts
23 Graphite Capital Partners VI **
Mid-market buyouts 2003 UK 8.2 2.1
24 ICG European Fund 2006 B
Mezzanine and equity 2014 Europe 7.9 2.2 in mid-market buyouts
25 One Equity Partners VI
Mid-market buyouts 2016 USA/Europe 7.7 4.4
26 PAI Europe V **
Mid-market and large 2007 Europe 7.5 1.1 buyouts
27 Steadfast Capital III
Mid-market buyouts 2011 Europe 7 0.2
28 Egeria Private Equity Fund IV
Mid-market buyouts 2012 Europe 6.7 2.9
29 Activa Capital Fund III
Mid-market buyouts 2013 France 6.5 7
30 Gridiron Capital Fund III
Mid-market buyouts 2016 USA 5.9 5.9 ---------------------------------------------------------------------------- Total of the largest 30 fund 357.8 148.0 investments
Percentage of total investment 59.6% Portfolio ----------------------------------------------------------------------------
* Includes the associated Top Up funds.
** All or part of an interest acquired through a secondary fund purchase.
Portfolio analysis
Closing Portfolio by type
Portfolio by investment type % of value of underlying investments -------------------------------------------------------------------------- Large buyouts 40.4%
Mid-market buyouts 47.9%
Small buyouts 7.5%
Other 4.2% -------------------------------------------------------------------------- Total 100.0% --------------------------------------------------------------------------
% of value of underlying investments Portfolio by calendar year of investment ------------------------------------------------------------------------------ 2017 9.8%
2016 19.7%
2015 13.9%
2014 20.3%
2013 15.4%
2012 5.3%
2011 2.6%
2010 3.2%
2009 1.2%
2008 2.4%
2007 2.5%
2006 and before 3.7% ------------------------------------------------------------------------------ Total 100.0% ------------------------------------------------------------------------------
Portfolio by sector % of value of underlying investments ------------------------------------------------------------------------- Healthcare and education 21.8%
Business services 17.1%
Consumer goods and services 16.5%
Industrials 16.1%
Leisure 12.1%
TMT 8.8%
Financials 4.9%
Other 2.7% ------------------------------------------------------------------------- Total 100.0% -------------------------------------------------------------------------
Portfolio by geographic distribution based on location of Company headquarters % of value of underlying investments ------------------------------------------------------------------------------- UK 37.4%
North America 22.6%
Europe 38.7%
Rest of world 1.3% ------------------------------------------------------------------------------- Total 100.0% -------------------------------------------------------------------------------
Commitments analysis
The following tables analyse commitments at 31 July 2017. Original commitments are translated at 31 July 2017 exchange rates.
Average % of total Original Outstanding drawdown outstanding commitment £m commitment £m percentage commitments ------------------------------------------------------------------------------- Investment 34.6 34.6 0.0% 10.0% period not commenced
Funds in 478.6 253.8 47.0% 73.4% investment period
Funds post 691.3 57.3 91.7% 16.6% investment period ------------------------------------------------------------------------------- 1,204.5 345.7 71.3% 100.0% -------------------------------------------------------------------------------
Movement in outstanding commitments in six months ended 31 July 2017 £m ---------------------------------------------------------------------------- As at 1 February 2017 300.3
New primary commitments 65.5
New commitments relating to co-investments and secondary purchases 8.7
Drawdowns (36.7)
Currency and other movements 7.9 ---------------------------------------------------------------------------- As at 31 July 2017 345.7 ----------------------------------------------------------------------------
Currency Exposure 31 July 31 July 31 January 31 January
2017 2017 2017 2017
£m % £m % ------------------------------------------------------------------------------- Portfolio*
- Sterling 249.6 41.6% 269.1 45.3%
- Euro 164.9 27.5% 156.5 26.3%
- US dollar 127.0 21.1% 115.4 19.4%
- Other European 47.0 7.8% 41.5 7.0%
- Other 11.9 2.0% 11.8 2.0% ------------------------------------------------------------------------------- Total 600.4 100.0% 594.3 100.0% ------------------------------------------------------------------------------- *Currency exposure is calculated by reference to the location of the underlying Portfolio companies' headquarters.
31 July 31 July 31 January 31 January
2017 2017 2017 2017
£m % £m % ------------------------------------------------------------------------ Outstanding commitments
- Sterling 81.0 23.4% 77.5 25.8%
- Euro 178.1 51.5% 166.2 55.4%
- US dollar 84.6 24.5% 54.5 18.1%
- Other European 2.0 0.6% 2.1 0.7% ------------------------------------------------------------------------ Total 345.7 100.0% 300.3 100.0% ------------------------------------------------------------------------
Unaudited Results for the Six Months to 31 July 2017
Income Statement Half year to 31 July Half year to 31 July Year to 31 January 2017 2017 2016
(audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total return return return return return return
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------------- Investment returns
Income, gains and 16,536 38,588 55,124 4,560 48,436 52,996 9,892 105,194 115,086 losses on investments
Deposit 22 - 22 163 - 163 242 - 242 interest
Other income - - - - - - 17 - 17
Foreign exchange - 1,194 1,194 - 1,924 1,924 - 2,993 2,993 gains and losses ------------------------------------------------------------------------ 16,558 39,782 56,340 4,723 50,360 55,083 10,151 108,187 118,338 ------------------------------------------------------------------------
Expenses
Investment management (899) (2,697) (3,596) (736) (2,061) (2,797) (1,552) (4,657) (6,209) charges
Other (1,042) (541) (1,583) (588) (567) (1,155) (1,638) (1,145) (2,783) expenses ------------------------------------------------------------------------ (1,941) (3,238) (5,179) (1,324) (2,628) (3,952) (3,190) (5,802) (8,992) ------------------------------------------------------------------------
Profit 14,617 36,544 51,161 3,399 47,732 51,131 6,961 102,385 109,346 before tax ------------------------------------------------------------------------ Taxation (2,086) 2,086 - (526) 526 - (1,184) 787 (397) ------------------------------------------------------------------------ Profit for 12,531 38,630 51,161 2,873 48,258 51,131 5,777 103,172 108,949 the period ------------------------------------------------------------------------
Attributable to: ------------------------------------------------------------------------ Equity 12,531 38,630 51,161 2,873 48,258 51,131 5,777 103,172 108,949 shareholders ------------------------------------------------------------------------
Basic and diluted 73.52p 71.7p 153.43p earnings per share
The columns headed 'Total' represent the Income Statement for the relevant financial periods and the columns headed 'Revenue' and 'Capital' are supplementary information, in line with the Statement of Recommended Practice for investment trusts issued by the Association of Investment Companies in November 2014. There is no Other Comprehensive Income.
Balance Sheet
31 July 31 July 31 January 2017 2017 2016
(audited)
£'000 £'000 £'000 ------------------------------------------------------------------------------- Non-current assets
Investments held at fair value
- Unquoted investments 482,442 392,496 491,099
- Quoted investments 2,475 - 364
- Subsidiary investments 91,889 60,823 80,718 -------------------------------- 576,806 453,319 572,181 -------------------------------- Current assets
Cash and cash equivalents 73,609 110,314 38,522
Receivables 3,276 2,763 2,384 -------------------------------- 76,885 113,077 40,906 --------------------------------
Current liabilities
Payables 3,031 851 354 --------------------------------
Net current assets 73,854 112,226 40,552 -------------------------------- Total assets less current liabilities 650,660 565,545 612,733 --------------------------------
Capital and reserves
Share capital 7,292 7,292 7,292
Capital redemption reserve 2,112 2,112 2,112
Share premium 12,936 12,936 12,936
Capital reserve 614,109 530,392 581,753
Revenue reserve 14,211 12,813 8,640 -------------------------------- Total equity 650,660 565,545 612,733 --------------------------------
Net asset value per share (basic and 936.7p 798.0p 871.0p diluted)
Cash Flow Statement
Half year to Half year to Year to
31 July 31 July 31 January 2017 2016 2017
(audited)
£'000 £'000 £'000 ------------------------------------------------------------------------------- Operating activities
Sale of portfolio investments 77,077 37,518 50,338
Purchase of portfolio investments (42,242) (26,192) (102,621)
Interest income received from 12,329 3,134 7,263 portfolio investments
Dividend income received from 4,185 513 2,629 portfolio investments
Other income received 22 163 259
Investment management charges paid (3,630) (2,726) (6,143)
Other expenses paid (805) (622) (1,380) ------------------------------------- Net cash inflow/ (outflow) from 46,936 11,788 (49,655) operating activities
Financing activities
Bank facility fee (876) (518) (1,089)
Purchase of shares into treasury (5,207) (2,412) (6,201)
Equity dividends paid (6,960) (4,280) (11,357) ------------------------------------- Net cash outflow from financing (13,043) (7,210) (18,647) activities ------------------------------------- Net increase/ (decrease) in cash and 33,893 4,578 (68,302) cash equivalents -------------------------------------
Cash and cash equivalents at 38,522 103,831 103,831 beginning of period
Net increase/ (decrease) in cash and 33,893 4,578 (68,302) cash equivalents
Effect of changes in foreign exchange 1,194 1,905 2,993 rates ------------------------------------- Cash and cash equivalents at end of 73,609 110,314 38,522 period -------------------------------------
Statement of Changes in Equity
Share Capital Share Capital Revenue Total capital redemption premium reserve reserve shareholders' reserve equity
£'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Six months to 31 July 2017
Opening balance at 1 February 7,292 2,112 12,936 581,753 8,640 612,733 2017
Profit for the period and total - - - 38,630 12,531 51,161 comprehensive income
Dividends paid - - - - (6,960) (6,960) or approved
Purchase of shares into - - - (6,274) - (6,274) treasury* --------------------------------------------------------------- Closing balance 7,292 2,112 12,936 614,109 14,211 650,660 at 31 July 2017 ---------------------------------------------------------------
* 882,437 10p ordinary shares with an aggregate nominal value of £88,244 were purchased during the period and are held in treasury. Distributable reserves have been reduced by £6.3 million, being the consideration paid for these shares.
Share Capital Share Capital Revenue Total capital redemption premium reserve reserve shareholders' reserve equity
£'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Six months to 31 July 2016
Opening balance at 1 February 7,292 2,112 12,936 484,782 14,220 521,342 2016
Profit for the period and total - - - 48,258 2,873 51,131 comprehensive income
Dividends paid - - - - (4,280) (4,280) or approved
Purchase of shares into - - - (2,648) - (2,648) treasury* --------------------------------------------------------------- Closing balance 7,292 2,112 12,936 530,392 12,813 565,545 at 31 July 2016 ---------------------------------------------------------------
*458,426 10p ordinary shares with an aggregate nominal value of £45,843 were purchased during the period and are held in treasury. Distributable reserves have been reduced by £2.6 million, being the consideration paid for these shares.
Capital Total Share redemption Share Capital Revenue shareholders' capital reserve premium reserve reserve equity
£'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Year to 31 January 2017 (audited)
Opening balance at 1 7,292 2,112 12,936 484,782 14,220 521,342 February 2016
Profit for the year and total - - - 103,172 5,777 108,949 comprehensive income
Dividends paid - - - - (11,357) (11,357) or approved
Purchase of shares into - - - (6,201) - (6,201) treasury* ---------------------------------------------------------------- Closing balance at 31 7,292 2,112 12,936 581,753 8,640 612,733 January 2017 ----------------------------------------------------------------
* 982,345 10p ordinary shares with an aggregate nominal value of £ 98,235 were purchased during the period and are held in treasury. Distributable reserves have been reduced by £6.2 million, being the consideration paid for these shares.
Notes to the Interim financial report (Unaudited)
1 GENERAL INFORMATION
ICG Enterprise Trust plc (the 'Company') is registered in England and Wales and domiciled in England. The registered office is Juxon House, 100 St Paul's Churchyard, London EC4M 8BU. The Company's objective is to provide shareholders with long term capital growth through investment in unquoted companies, mostly through private equity funds but also directly.
2 UNAUDITED INTERIM FINANCIAL STATEMENTS
This interim financial report does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year to 31 January 2017 were approved by the Board of Directors on 4 May 2017 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006.
This interim financial report has not been audited.
3 BASIS OF PREPARATION
The interim financial report for the six months ended 31 July 2017, comprising the interim financial statements, has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union.
The interim financial report does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the annual financial statements for the year to 31 January 2017, which have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.
The accounting policies applied are consistent with those of the annual financial statements for the year to 31 January 2017, as described in those annual financial statements. In order to reflect the activities of an investment trust company, supplementary information which analyses the Income Statement between items of a 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 Statement of Recommended Practice for investment trusts issued by the Association of Investment Companies in November 2014 (referred to as the 'SORP').
4 RECEIVABLES
The Company has access to committed bank facilities, which are undrawn. The set up costs in relation to these were capitalised and are recognised over the lives of the facilities on a straight line basis. At 31 July 2017, £721,561 of bank facility costs are included within receivables. Of this, £360,367 is expected to be amortised in less than one year.
5 DIVIDENDS
Half year Half year to to Year to
31 July 31 July 2017 2016 31 January 2017
£'000 £'000 £'000 ------------------------------------------------------------------------------- Final in respect of year ended 31 - 4,280 4,280 January 2016: 6.0p
Interim in respect of year ended 31 January 2017: 10.0p (PY: 5.0p) per - - 7,077 share
Final in respect of year ended 31 January 2017: 10.0p (PY: 6.0p) per 6,960 - - share --------------------------------------- 6,960 4,280 11,357 ---------------------------------------
An interim dividend for the year ended 31 January 2018 of 10 p per share will be paid on 3 November 2017.
6 SHARE CAPITAL
At 31 July 2017, 72,913,000 shares had been allocated, called up and fully paid. Of this total, the Company held 3,450,945 shares in treasury (31 July 2016: 2,044,589 and 31 January 2017: 2,568,508) leaving 69,462,055 shares not held in treasury, all of which have equal voting rights.
7 EARNINGS PER SHARE
Half year to Half year to Year to
31 July 31 July 2017 2016 31 January 2017 ------------------------------------------------------------------------------- Revenue return per ordinary share 18.01p 4.0p 8.13p
Capital return per ordinary share 55.51p 67.7p 145.30p
Earnings per ordinary share (basic and diluted) 73.52p 71.7p 153.43p
Weighted average number of shares 69,585,722 71,290,770 71,010,218
The earnings per share figures are based on the weighted average numbers of shares set out above.
8 FAIR VALUES ESTIMATION
IFRS 7 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:
* Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). * Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). * Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The valuation techniques applied to level 1 and level 3 assets are described in note 3 of the annual financial statements. No investments were categorised as level 2.
The following table presents the assets that are measured at fair value at 31 July 2017. The Company had no financial liabilities measured at fair value at that date.
Level 1 Level 2 Level 3
£'000 £'000 £'000 --------------------------------------------------------------------- Investments held at fair value
Unquoted investments - indirect - - 370,079
Unquoted investments - direct - - 112,363
Quoted investments - direct 2,475 - -
Subsidiary undertakings - - 91,889 ------------------------------ Total investments held at fair value 2,475 - 574,331 ------------------------------
The following table presents the assets that are measured at fair value at 31 January 2017. The Company had no financial liabilities measured at fair value at that date.
Level 1 Level 2 Level 3
£'000 £'000 £'000 --------------------------------------------------------------------- Investments held at fair value
Unquoted investments - indirect - - 383,068
Unquoted investments - direct - - 108,031
Quoted investments - direct 364 - -
Subsidiary undertakings - - 80,718 ------------------------------ Total investments held at fair value 364 - 571,817 ------------------------------
All unquoted and quoted investments are valued at fair value in accordance with IFRS 13.
The following table presents the changes in level 3 instruments for the six months to 31 July 2017.
Unquoted investments Unquoted (indirect) at investments fair value (direct) at fair through profit value through Subsidiary or loss profit or loss undertakings Total
Six months to 31 July 2017 (unaudited) £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Opening balance at 1 February 383,068 108,031 80,718 571,817 2017
Additions 32,149 9,617 6,161 47,927
Disposals (73,884) (9,989) - (83,873)
Gains and losses recognised in 28,746 4,704 5,010 38,460 profit or loss ------------------------------------------------------------- Closing balance 370,079 112,363 91,889 574,331 at 31 July 2017 ------------------------------------------------------------- Total (losses)/ gains for the period included in income (1,087) 7,356 5,010 11,279 statement for assets held at the end of the reporting period
The following table presents the changes in level 3 instruments for the six months to 31 July 2016.
Unquoted investments Unquoted (indirect) at investments fair value (direct) at fair through profit value through Subsidiary or loss profit or loss undertakings Total
Six months to 31 July 2016 (unaudited) £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Opening balance at 1 February 272,495 84,444 57,168 414,107 2016
Additions 25,899 293 - 26,192
Disposals (22,976) (9,983) (2,457) (35,416)
Gains and losses recognised in 28,770 13,554 6,112 48,436 profit or loss ------------------------------------------------------------- Closing balance 304,188 88,308 60,823 453,319 at 31 July 2016 ------------------------------------------------------------- Total gains for the period included in Income 18,278 6,291 6,112 30,681 Statement for assets held at the end of the reporting period
The following tables present the changes in level 3 instruments for the year to 31 January 2017.
Unquoted investments Unquoted (indirect) at investments fair value (direct) at fair through profit or value through Subsidiary loss profit or loss undertakings Total
Year to 31 January 2017 (audited) £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Opening balance at 1 February 272,495 84,444 57,168 414,107 2016
Additions 94,116 8,365 12,097 114,578
Disposals (49,920) (11,889) - (61,809)
Gains and losses recognised in 66,377 27,111 11,453 104,941 profit or loss -------------------------------------------------------------- Closing balance at 31 January 383,068 108,031 80,718 571,817 2017 -------------------------------------------------------------- Total gains for the year included in Income Statement 45,734 19,838 11,453 77,025 for assets held at the end of the reporting period
9 INVESTMENT MANAGEMENT CHARGES
The investment management charges for the periods ended 31 July 2017, 31 January 2017 and 31 July 2016 set out in the table below were payable to ICG Alternative Investment Limited. The Manager was a related party in those periods.
Half year to Half year to Year to 31 July 2017 31 July 2016 31 January 2017
Total Total Total
£'000 £'000 £'000 ------------------------------------------------------------------------ Investment management charges 3,596 2,797 6,209
Irrecoverable VAT - - - ------------------------------------------ 3,596 2,797 6,209 ------------------------------------------
Management fees amounted to 1.14% of the average net assets in the period. The management fee charged by the Manager is 1.4% of the value of invested assets and 0.5% of outstanding commitments to funds in their investment period, in both cases excluding funds managed by Graphite Capital (the 'Former Manager') and funds managed by ICG. No fee is charged on cash or liquid asset balances.
The allocation of the total investment management charges was unchanged in 2017 with 75% of the total allocated to capital and 25% allocated to income.
At 31 July 2017 management fees of £30,055 were accrued (31 July 2016: £70,847).
The table below sets out the management charges that the Company has borne in respect of its investments in funds managed by the Manager in periods when the Manager was a related party.
Half year to 31 July Half year to Year to 2017 31 July 2016 31 January 2017
£'000 £'000 £'000 ------------------------------------------------------------------------------- ICG Europe Fund V 55 40 320
ICG Europe Fund VI 161 37 299
ICG Europe Fund 2006B 26 - 94
ICG Strategic Secondaries 341 51 185 Fund II
ICG Velocity Partners Co- 81 - 115 Investor
ICG Asia Pacific III 97 - 124
ICG Recovery Fund 2008B 25 - - -------------------------------------------------- 786 128 1,137 --------------------------------------------------
10 RELATED PARTY TRANSACTIONS
Significant transactions between the Company and its subsidiaries are shown below:
Half year Half year Year to to to
31 31 July 31 July January 2017 2016 2017
Subsidiary Nature of transaction £'000 £'000 £'000 ------------------------------------------------------------------------------- ICG Enterprise Increase / (decrease) in Trust Limited amounts owed to subsidiaries 6,383 (11) 3,338 Partnership
Income allocated 1,140 175 248
ICG Enterprise Trust (2) Increase / (decrease) in 2,303 (2,445) 1,683 Limited amounts owed to subsidiaries Partnership
Income allocated 1,021 738 1,080
ICG Enterprise Trust Co - Increase in amounts owed by Investment subsidiaries 15,446 1 14,991 Limited Partnership
Income allocated 8 - 204
Amounts owed by Amounts owed to subsidiaries subsidiaries
31 July 31 July 31 January 31 July 31 July 31 January 2017 2016 2017 2017 2016 2017
Subsidiary £'000 £'000 £'000 £'000 £'000 £'000 ---------------------------------------------------------------------------- ICG Enterprise Trust Limited - - - 35,092 25,360 28,709 Partnership
ICG Enterprise Trust (2) 36,939 33,233 36,939 5,247 - 2,944 Limited Partnership
ICG Enterprise Trust Co - Investment 30,437 1 14,991 - - - Limited Partnership
Amounts owed by subsidiaries represent funding provided by the Company to its subsidiaries to allow them to make investments. The balances will be repaid out of proceeds from their portfolios.
The value of subsidiary investments is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives, and, in respect of certain historic investments, the executives and connected parties of the Former Manager) in the co-investment incentive scheme. At 31 July 2017, £21.6m was accrued, an increase of £800,000 over the six months. During the six months, Co- investors invested £200,000 (six months to 31 July 2016: £63,000). Payments received by Co-investors amounted to £2,975,000, or 2.5% of £117.1m of proceeds received in the six months (six months to 31 July 2016: £882,000 or 1.9% of £45.5m proceeds received).
INTERIM MANAGEMENT REPORT AND STATEMENT OF THE DIRECTORS' RESPONSIBILITIES
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Company for the second half of the financial year are substantially the same as those disclosed in the Report and Accounts for the year ended 31 January 2017.
Going Concern
The factors likely to affect the Company's ability to continue as a going concern were set out in the Report and Accounts for the year ended 31 January 2017. As at 31 July 2017, there have been no significant changes to these factors. Having reviewed the Company's forecasts and other relevant evidence, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.
Statement of Directors' Responsibilities
The directors confirm that the interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union and that the business review includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
* an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and * material related-party transactions in the first six months of the financial year and any material changes in the related-party transactions described in the last annual report.
On behalf of the Board
Jeremy Tigue, Chairman 9 October 2017
GLOSSARY
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.
Co-investment incentive scheme accrual represents the estimated value of interests in the co-investment incentive scheme operated by the Company. At both 31 July 2017 and 31 January 2017, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at its carrying value at those dates.
Drawdowns are amounts invested by the Company into funds when called by underlying managers in respect of an existing commitment.
EBITDA stands for earnings before interest, tax, depreciation and amortisation, which is a widely used valuation measure in the private equity industry.
Enterprise value is the aggregate value of a company's entire issued share capital and net debt.
FTSE All-Share Index Total return is the change in the level of the FTSE All- Share Index, assuming that dividends are re-invested on the day that they are paid.
Full realisations 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.
Funds in investment period are those funds which are able to make new investments under the terms of their fund agreements, usually up to five years after the initial commitment.
ICG is ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc and the Manager of the Company
Net asset value per share Total Return is the change in the Company's net asset value per share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid.
Net debt is calculated as the total short term and long term debt in a business, less cash and cash equivalents.
Overcommitment In order to achieve full or near full investment, it is usual for private equity fund investors to make commitments exceeding the amount of cash immediately available for investment. This is described as 'overcommitment'. 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 In the financial statements, in accordance with IFRS 10 'Consolidated Financial Statements', 'Investments at fair value' are stated net of balances receivable from subsidiary partnerships and the accrual for the co-investment incentive scheme.
In the Chairman's Statement, Manager's Review and Supplementary Information, reference is made to the 'Portfolio', which represents the aggregate of the investment Portfolios of the Company and of its subsidiary limited partnerships. This is an APM. This presentation is consistent with the commentary in previous annual and interim reports. The Board and the Manager consider that this is the most relevant basis for shareholders to assess the overall performance of the Company and comparison with its peers.
The closest equivalent amount reported on the balance sheet is 'investments at fair value'. A reconciliation of these two measures is presented below.
Balances Co- receivable investment £m Investments at Cash held by from incentive fair value as subsidiary subsidiary scheme per balance limited limited accrual sheet partnerships partnerships Portfolio ------------------------------------------------------------------------------- 31 July 2017 576.8 (1.2) 3.2 21.6 600.4
31 January 2017 572.2 - 1.4 20.7 594.3
Post-crisis investments are defined as those completed in 2009 or later.
Pre-crisis investments are defined as those completed in 2008 or before, based on the date the original deal was completed, which may differ from when the Company invested if acquired through a secondary.
Realisation 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.
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 Return is a performance measure that assumes the notional re-investment of dividends. This is a measure commonly used by the listed private equity sector and listed companies in general. In the Chairman's Statement, Manager's Review and Supplementary Information, all performance figures are stated on a total return basis
The tables below set out the share price and the net asset value per share growth figures for periods of one, three, five and ten years to the balance sheet date, on both an unadjusted basis (i.e. without dividends re-invested) and on a Total Return basis.
Unadjusted performance in years to 31 July 2017 1 year 3 year 5 year 10 year* ------------------------------------------------------------------------------- Net asset value per share 17.4% 37.5% 62.2% 93.4%
Share price 25.8% 28.2% 93.6% 70.4%
FTSE All-Share Index 10.7% 12.8% 38.2% 18.9%
Total Return performance in years to 31 July 1 year 3 year 5 year 10 year* 2017 ------------------------------------------------------------------------------- Net asset value per share 20.1% 45.9% 77.4% 120.7%
Share price 29.5% 38.2% 116.0% 102.2%
FTSE All-Share Index 14.9% 25.7% 65.0% 70.4%
* As the Company changed its year end in 2010, the ten year figures are for the 121 month period to 31 July 2017.
Underlying valuation movement is the change in the valuation of the Company's Portfolio, before the effect of currency movements.
Undrawn commitments are commitments that have not yet been drawn down (see definition of drawdowns).
Uplift on exit represents the increase in gross value relative to the underlying manager's most recent valuation prior to the announcement of the disposal. Excludes a small number of investments that were public throughout the life of the investment. May differ from uplift in the reporting period in certain instances.
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[1] Including dividend of 10p paid in June 2017
[2] Subject to always having sufficient revenue and capital reserves
[3] In local currency
[4] Last 12 months to 30 June 2017
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ICG Enterprise Trust Plc via GlobeNewswire
0329200R21
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