ICG: Final Results for the financial year ended 31 March 2024
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Delivering multiple levers of growth |
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Highlights
- AUM of
$98bn1; fee-earning AUM of $70bn, up 11%2
compared to FY23 and five-year annualised growth of
17%2
- Fundraising of
$13.0bn, including 31% from North America and 11% from Wealth
channel. LP Secondaries held its final close at the hard cap of
$1.0bn
- Record management
fees of £505m, up 5% compared to FY23 (+11% excluding catch-up
fees)
- Performance fees of
£74m
- Fund Management
profit before tax of £375m, up 21% compared to FY23
- Net Investment
Returns of £379m (13%); Investment Company profit before tax of
£223m; NAV per share of 801p
- Total ordinary
dividend per share for FY24 of 79p, representing the
14th consecutive annual increase
- Revised medium-term
guidance, including fundraising target of at least $55bn in
aggregate in the next four years (see page 2)
Note: unless otherwise stated the financial results discussed
herein are on the basis of Alternative Performance Measures (APM) -
see page 3.
1 See page 6 for details of a methodology change to AUM; 2 On a
constant currency basis. |
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William Rucker |
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Benoît Durteste |
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Chair |
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CEO and CIO |
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“ |
ICG's performance
over the year adds to an already-strong track record of delivering
growth across cycles.
In a fast-moving environment, we remained focused on executing our
strategy to serve our clients and to grow our business.
During the year, the Board has worked closely with the executive
team to ensure that ICG has the right strategy, financial and human
capital resources to continue to succeed in the coming decades.
The strength of the ICG platform and the benefits of our breadth at
increasing scale are evermore visible in our results.
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" |
“ |
The entire ICG team
should be proud of the results we are reporting today, in the
30th year since we listed.
We are a manager of choice for our clients, in a global market that
will increasingly reward those with strong track records and
resilient business models. We have a number of large,
globally-relevant flagship strategies; an exciting set of scaling
products; and in FY24 we secured client commitments of almost
$1.5bn across three first-time funds.
Our broad waterfront of products enables us to react to the needs
of our clients and portfolio companies. In the current market we
are benefiting from an environment in which strategies that invest
in credit, structured transactions, and which provide liquidity
solutions are particularly attractive.
We are demonstrating long-term financial growth. Our management fee
income has reached over half a billion pounds for the first time
ever; our FMC profits have grown for the 10th
consecutive year; and our balance sheet has proven its strategic
and financial value.
Our strategy of scaling up and scaling out is delivering multiple
levers of growth as we continue to build ICG for further success in
the years ahead. |
" |
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PERFORMANCE OVERVIEW
Historical performance
Unless stated otherwise, the financial results
discussed herein are on the basis of alternative performance
measures (APM), which the Board believes assists shareholders in
assessing the financial performance of the Group. See page 3 for
further information.
Financial performance
|
Year ended31 March
2023 |
Year ended
31 March 2024 |
Year-on-year
growth1 |
Last five
years CAGR1,2 |
AUM |
$80.2bn |
$98.4bn |
23% |
20% |
Fee-earning
AUM |
$62.8bn |
$69.7bn |
11% |
17% |
Management fee
income |
£481.4m |
£505.4m |
5% |
21% |
Performance fee
income |
£19.6m |
£73.7m |
276% |
28% |
Annualised Net
Investment Return % |
4% |
13% |
|
11%3 |
Fund Management
Company profit before tax |
£310.7m |
£374.5m |
21% |
21% |
Group profit
before tax |
£258.1m |
£597.8m |
132% |
17% |
Group earnings
per share |
80p |
182p |
126% |
14% |
NAV per
share |
694p |
801p |
15% |
10% |
Dividend per share |
77.5p |
79.0p |
2% |
12% |
1 AUM on constant currency basis;
2 AUM and per share calculations based on 31 March 2019
to 31 March 2024. Dividend includes FY24 declared dividend;
3 Five year average.
Business activity
Year ended 31 March 2024 |
Fundraising |
Deployment1 |
Realisations1,2 |
Structured and Private Equity |
$5.4bn |
$1.7bn |
$0.8bn |
Private Debt |
$4.8bn |
$3.8bn |
$1.8bn |
Real Assets |
$1.0bn |
$2.2bn |
$0.9bn |
Credit |
$1.8bn |
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Total |
$13.0bn |
$7.7bn |
$3.5bn |
1 Direct investment funds;
2 Realisations of fee-earning AUM.
Medium-term financial guidance
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Fundraising |
FMC Operating margin |
Investment performance |
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- Fundraising of
at least $55bn in aggregate between 1 April 2024 and 31 March
20281
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- Performance
fees to represent c. 10 - 15% of total fee income
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- Balance sheet
investment portfolio to generate low double digit % returns
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1 Assuming fundraising environment
normalises in FY26.
COMPANY PRESENTATION
A presentation for shareholders, debtholders and
analysts will be held at 09:00 BST today: join via the link on our
website. A recording and transcript of the presentation will be
available on demand from the same location in the coming days.
COMPANY TIMETABLE
Ex-dividend
date |
13 June 2024 |
Record date |
14 June 2024 |
Last date to
elect for dividend reinvestment |
12 July 2024 |
AGM and Q1
trading statement |
16 July 2024 |
Payment of
ordinary dividend |
2 August 2024 |
Half year results
announcement |
13 November 2024 |
ABOUT ICG
ICG provides flexible capital solutions to help
companies develop and grow. We are a global alternative asset
manager with over 30 years' history, operating across four asset
classes: Structured and Private Equity, Private Debt, Real Assets,
and Credit.
We develop long-term relationships with our
business partners to deliver value for shareholders, clients and
employees. We are committed to being a net zero asset manager
across our operations and relevant investments by 2040.
ICG is listed on the London Stock Exchange.
Further details are available at www.icgam.com.
ENQUIRIES
Shareholders &
Debtholders / Analysts: |
|
Chris Hunt, Head
of Corporate Development & Shareholder Relations, ICG |
+44(0)20 3545 2020 |
Media: |
|
Fiona Laffan,
Global Head of Corporate Affairs, ICG |
+44(0)20 3545 1510 |
This results statement may contain forward
looking statements. These statements have been made by the
Directors in good faith based on the information available to them
up to the time of their approval of this report and should be
treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying such forward
looking information.
USE OF ALTERNATIVE PERFORMANCE MEASURES
The Board and management monitor the financial
performance of the Group on the basis of Alternative Performance
Measures (APM), which are non-UK-adopted IAS measures. The APM form
the basis of the financial results discussed in this review, which
the Board believes assist shareholders in assessing their
investment and the delivery of the Group’s strategy through its
financial performance.
The substantive difference between APM and
UK-adopted IAS is the consolidation of funds, including seeded
strategies, and related entities deemed to be controlled by the
Group, which are included in the UK-adopted IAS consolidated
financial statements at fair value but excluded for the APM in
which the Group’s economic exposure to the assets is reported.
Under IFRS 10, the Group is deemed to control
(and therefore consolidate) entities where it can make significant
decisions that can substantially affect the variable returns of
investors. This has the impact of including the assets and
liabilities of these entities in the consolidated statement of
financial position and recognising the related income and expenses
of these entities in the consolidated income statement.
The Group’s profit before tax on a UK-adopted
IAS basis was above prior period at £530.8m (FY23: £251.0m). On the
APM basis it was above the prior period at £597.8m (FY23:
£258.1m).
The Group’s APM Net Investment Returns in FY24
include £60m of gains that had previously been recognised under
UK-adopted IAS but not under APM. This is due to a change in
classification of one asset that was originally expected to be
transferred to a fund managed by ICG and that is now expected to be
sold to third parties.
Detail of these adjustments can be found in note
4 to the consolidated financial statements on pages 29 to 85.
CHIEF EXECUTIVE OFFICER’S REVIEW
Marking 30 years since IPO
2024 is our 30th anniversary of being listed on
the London Stock Exchange, and the entire ICG team is proud to mark
this milestone with the results we are reporting today. Since our
IPO, we have generated a total shareholder return of 85.8x -
substantially more than both the FTSE 100 and the S&P 500. Our
total shareholder return has also outperformed both those indices
over the last five and ten years1. Today we are a truly
global business managing almost $100bn of AUM on behalf of over 680
clients across a wide range of private markets strategies, and we
have demonstrated a consistent ability to scale up and to scale out
- both strategically and financially.
The challenging environment over the last last
twelve months - indeed, the last two years - has shown that we are
a manager of choice for clients, who have continued to commit
capital to our funds. The investment performance of our products
has delivered significant value and as a firm we have scaled and
broadened our capabilities and our platform - all of which
positions us well to capture future growth opportunities.
Our focus on sustainability remains strong.
During the past year, we have continued making progress towards our
science-based decarbonisation targets and have further enhanced our
approach to integrating sustainability factors in our investment
decisions and engagement efforts. We were pleased that ICG retained
its recognition as a leader in our field in a range of external
sustainability ratings; for the third consecutive year we received
the top AAA rating from MSCI and retained membership in the Dow
Jones Sustainability Index (Europe)2, to name a few. I
encourage you to read our Sustainability and People Report, which
will be published in the coming weeks, for a more in-depth review
of our progress.
Navigating today's
environment
The investment landscape across the industry
during FY24 was nuanced. For more equity-focused strategies,
transaction velocity reduced substantially across the market, with
2023 marking the second consecutive year that buyout volumes
globally reduced3. By contrast, deployment in private
debt strategies held up, taking advantage of the funding gap
created by the leveraged loan and high yield bond markets being
generally closed - over 80% of LBOs in Europe during 2023 were
backed by direct lending strategies3. For many LPs, the
level of realisations has been a significant challenge over the
last 24 months and a differentiator as they select managers. DPI
has been described as “the new IRR”, this has become a competitive
advantage for ICG. Consistently crystallising performance has long
been an expressly avowed feature of our investment approach, and we
are reaping the benefits today, with a number of our strategies
having a proven track record of being top decile.
From a deployment perspective, strategies that
invest in credit, structured transactions and liquidity solutions
are attractive in today’s environment. Our broad waterfront of
products has enabled us to capitalise on these conditions for our
clients, which is particularly notable in the business activity
during the year within our flagship Direct Lending strategy, and in
our families of secondary4 and corporate5
strategies.
Looking ahead, we do not see signs of a notable,
imminent and sustained increase in traditional buyout volumes.
However, we do believe that companies will continue to seek to
raise capital to support their growth and ownership ambitions, and
ICG's range of products enables us to provide flexible solutions
across the capital structure that we expect to continue to be
attractive in this environment. Further reflections on trends and
our outlook relative to our principal areas of risk can be found on
pages 19 - 27.
Building for growth
Our focus on building the ICG platform to have
breadth at scale across our investment strategies and our client
base; our reputation for investment excellence; and our human and
financial capital, all combine to create a powerful and growing
ecosystem that positions us for long-term success and enables us to
proactively manage through market cycles. In a strong market, the
vast majority of managers appear to flourish; in more challenging
environments, the benefits of strong investment discipline and a
sustainable, long-term business model become more apparent.
That we are in an attractive position in this
respect is clear in our financial performance: in FY24 we raised
$13.0bn, exceeding our accelerated fundraising guidance; our
fee-earning AUM grew, closing the year at $69.7bn; management fees
of £505m surpassed half a billion pounds for the first time ever;
portfolio company performance and transaction visibility led to
performance fees of £74m being recognised and NIR of 13%; and FMC
PBT reached £375m, growing for the tenth consecutive year.
Supporting this growth, we have continued to
invest in our platform – we now have 635 employees6
globally and operate out of 19 locations. During the year we opened
an office in Canada, grew our presence in Poland and India, and
made a number of hires across the firm, in particular within our
marketing and CBS teams. While we expect to continue to welcome
more colleagues in FY25 at all levels, we have already made
substantial investments to position the business and platform for
further future growth.
Meeting client demand
Of the $13.0bn fundraising during the year, 31%
came from the US and 11% came from the Wealth channel – both areas
of focus that we have previously highlighted. We enjoyed strong
demand for the two flagship strategies we had in the market,
Strategic Equity (which raised $3.5bn) and European Direct Lending
(Senior Debt Partners, which raised $3.7bn), as well as for a
number of scaling strategies including Europe Mid-Market II and
North America Credit Partners III. All four of these funds are
already larger than their predecessor vintages and are continuing
to raise.
The current fundraising backdrop is especially
difficult for first time funds, and against that backdrop we are
extremely pleased with three notable successes: ICG Life Sciences
was selected as an Investment Partner for the UK Government-backed
Long-term Investment for Technology and Science (LIFTS) initiative;
we raised $0.5bn for our Real Estate Equity's "Metropolitan" fund
family; and we had the final close for the first vintage of ICG LP
Secondaries, with a materially oversubscribed fundraise for the
strategy closing at $1.0bn. These successes build on our
differentiated ability to broaden our waterfront of products
organically; underline the trust our clients are willing to place
in us; and have opened up new asset classes for ICG in which to
grow our AUM in the coming years.
Since 1 April 2021 we have attracted more
capital more quickly than we anticipated, raising $46bn over three
years. During this time we have grown our client base by 43%, from
476 to 681, and these new clients contributed 35% of our
fundraising in the period. This is a material step-up in our scale
globally, and as more of our strategies get incrementally larger,
we expect to see further benefits of our growing client franchise
across our platform.
Looking ahead
Today our waterfront of products is broad and
attractive. We have a number of globally relevant, large, flagship
strategies that have considerable runway for further growth; and an
exciting group of scaling strategies that provide multiple levers
to expand and diversify our business globally in the coming
years.
We are working on a number of promising
first-time funds - including Real Estate Asia and Infrastructure
Asia - and we are launching our first wealth-focused product, ICG
Core Private Equity. This is an institutional-quality US evergreen
fund giving clients differentiated access to private equity through
the secondary market.
I remain very confident of the market’s ongoing
evolution and innovation. Since we listed 30 years ago ICG has been
growing and investing successfully for the benefit of our clients
and our shareholders, and today we have the market opportunity
combined with the strategic and financial resources that position
us for decades of growth to come.
Thank you for your continued support.
Benoît Durteste
- Source: Bloomberg as of 31 March 2024.
2. MSCI and S&P Global.
3. Source: Bain & Company, Global Private Equity Report
2024.
4. Strategic Equity and LP Secondaries.
5. European Corporate, Europe Mid Market and Asia Corporate.
6. Full Time Equivalent basis.
FINANCIAL REVIEW
AUM and FY25 fundraising
Refer to the Datapack for further detail on
AUM (including fundraising, realisations and deployment).
AUM of $98bn
AUM ($m) |
Structured and Private Equity |
Private Debt |
Real Assets |
Credit |
Seed investments |
Total |
At 1 April 2023 |
29,887 |
23,849 |
8,218 |
18,205 |
— |
80,159 |
Fundraising and
other additions |
6,030 |
5,135 |
1,243 |
1,873 |
394 |
14,675 |
Realisations |
(1,114) |
(843) |
(768) |
(2,327) |
(403) |
(5,455) |
Market
movements |
(305) |
(508) |
(60) |
193 |
89 |
(591) |
Impact of methodology change (see below) |
6,374 |
669 |
2,182 |
— |
419 |
9,644 |
At 31 March 2024 |
40,872 |
28,302 |
10,815 |
17,944 |
499 |
98,432 |
Note on methodology change regarding AUM: To
bring our definition of AUM more closely into line with market
practice and to more accurately reflect the value that we manage on
behalf of our clients, effective 31 March 2024 we are including
fee-exempt AUM that we manage. There is no impact on the definition
of fee-earning AUM or on ICG plc's economics as a result of this
change.
Fee-earning AUM of $70bn
Fee-earning AUM ($m) |
Structured and Private Equity |
Private Debt |
Real Assets |
Credit |
Total |
At 1 April 2023 |
23,840 |
14,249 |
6,862 |
17,898 |
62,849 |
Funds raised: fees on committed capital |
5,298 |
— |
581 |
— |
5,879 |
Deployment of funds: fees on invested capital |
706 |
3,820 |
1,257 |
1,958 |
7,741 |
Total additions |
6,004 |
3,820 |
1,838 |
1,958 |
13,620 |
Realisations |
(827) |
(1,777) |
(900) |
(2,471) |
(5,975) |
Net
additions / (realisations) |
5,177 |
2,043 |
938 |
(513) |
7,645 |
Stepdowns |
(220) |
— |
(92) |
— |
(312) |
Market movements |
(463) |
(382) |
25 |
296 |
(524) |
At 31 March 2024 |
28,334 |
15,910 |
7,733 |
17,681 |
69,658 |
Change $m |
4,494 |
1,661 |
871 |
(217) |
6,809 |
Change % |
19% |
12% |
13% |
(1)% |
11% |
Change % (constant exchange rate) |
19% |
12% |
11% |
(1)% |
11% |
The bridge between AUM and Fee-earning AUM is as
follows:
$m |
Structured and Private Equity |
Private Debt |
Real Assets |
Credit |
Seed investments |
Total |
Fee-earning AUM |
28,334 |
15,910 |
7,733 |
17,681 |
— |
69,658 |
AUM not yet earning fees |
3,883 |
11,534 |
393 |
450 |
— |
16,260 |
Fee-exempt
AUM |
6,374 |
669 |
2,182 |
— |
— |
9,225 |
Balance sheet investment portfolio
and Other1 |
2,281 |
189 |
507 |
(187) |
499 |
3,289 |
AUM |
40,872 |
28,302 |
10,815 |
17,944 |
499 |
98,432 |
1 Includes elimination of $588m
(£465m) due to how the balance sheet investment portfolio accounts
for and invests into CLO's managed by ICG and its affiliates
At 31 March 2024 we had $26.3bn of AUM available
to deploy in new investments ("dry powder"), of which $16.3bn was
not yet earning fees.
FY25 fundraising
At 31 March 2024, closed-end funds and
associated SMAs that were actively fundraising included SDP V;
Strategic Equity V; North America Credit Partners III; Europe
Mid-Market II; Infrastructure Europe II; Life Sciences I; and
various Real Estate equity and debt strategies. During FY25 we
expect to hold final closes for a number of those including SDP V,
Strategic Equity V, North America Capital Partners III and
Infrastructure II. We anticipate launching a number of funds
including Core Private Equity and Europe IX. The timings of
launches and closes for these funds depends on a number of factors,
including the prevailing market conditions.
Group financial performance
£m unless stated |
Year ended
31 March 2023 |
Year ended
31 March 2024 |
Change %1 |
Management fees |
481.4 |
505.4 |
5% |
Performance fees |
19.6 |
73.7 |
n/m |
Fee income |
501.0 |
579.1 |
16% |
Movement in fair value of derivative |
(26.8) |
— |
n/m |
Other Fund Management Company income |
65.7 |
72.9 |
11% |
Fund Management Company revenue |
539.9 |
652.0 |
21% |
Fund Management Company operating expenses |
(229.2) |
(277.5) |
21% |
Fund Management Company profit before tax |
310.7 |
374.5 |
21% |
Fund Management Company operating margin |
57.5% |
57.4% |
(0.1)% |
|
|
|
|
Net investment return |
102.3 |
379.3 |
n/m |
Other Investment Company Income |
(3.9) |
(31.3) |
n/m |
Investment
Company operating expenses |
(103.1) |
(100.4) |
3% |
Interest
income |
13.9 |
21.5 |
55% |
Interest expense |
(61.8) |
(45.8) |
26% |
Investment Company (loss) / profit before tax |
(52.6) |
223.3 |
n/m |
|
|
|
|
Group profit before tax |
258.1 |
597.8 |
n/m |
Tax |
(28.8) |
(78.5) |
n/m |
Group profit after tax |
229.3 |
519.3 |
n/m |
Earnings per share |
80.3 p |
181.5 p |
n/m |
Dividend per
share |
77.5p |
79p |
2% |
|
|
|
|
Total available
liquidity |
£1.1bn |
£1.1bn |
7% |
Balance sheet
investment portfolio |
£2.9bn |
£3.1bn |
6% |
Net gearing |
0.52x |
0.38x |
(0.14)x |
Net asset value per share |
694p |
801p |
15% |
1 The % change,
where the movements are in excess of +100%/ (100)% are shown as
n/m.
Structured and Private Equity
Overview
Flagship strategies |
Scaling strategies |
Seeding strategies |
European Corporate
Strategic Equity |
European Mid-Market
Asia Pacific Corporate
LP Secondaries |
Life Sciences
Core Private Equity |
|
Year ended
31 March 2023 |
Year ended
31 March 2024 |
Year-on-year
growth2 |
Last five years
CAGR2,3 |
|
|
|
|
|
AUM |
$29.9bn |
$40.9 bn1 |
37% |
26% |
Fee-earning AUM |
$23.8bn |
$28.3bn |
19% |
21% |
|
|
|
|
|
Fundraising |
$3.5bn |
$5.4bn |
55% |
|
Deployment |
$4.3bn |
$1.7bn |
(61)% |
|
Realisations |
$2.3bn |
$0.8bn |
(64)% |
|
|
|
|
|
|
Effective management
fee rate |
1.26% |
1.24% |
(2)bps |
|
Management fees |
£283m |
£284m |
—% |
22% |
Performance
fees |
£13m |
£53m |
298% |
|
|
|
|
|
|
Balance sheet
investment portfolio |
£1.8bn |
£1.8bn |
|
|
Annualised net
investment return4 |
6% |
13% |
|
16%5 |
1 See page 6 for a description of how our
methodology for calculating AUM has changed for FY24
2 AUM on constant currency basis;
3 AUM calculation
based on 31 March 2019 to 31 March 2024;
4 Balance
Investment Portfolio NIR;
5 Five-year average
Performance of key funds
Refer to the Datapack issued with this announcement for further
detail on fund performance
|
Vintage |
Total fund size |
Status |
% deployed |
Gross MOIC |
Gross IRR |
DPI |
Europe VI |
2015 |
€3.0bn |
Realising |
|
2.2x |
23% |
179% |
Europe VII |
2018 |
€4.5bn |
Realising |
|
1.9x |
19% |
42% |
Europe VIII |
2021 |
€8.1bn |
Investing |
47% |
1.3x |
16% |
—% |
Europe Mid-Market
I |
2019 |
€1.0bn |
Investing |
93% |
1.6x |
29% |
34% |
Europe Mid-Market
II |
|
|
Fundraising |
|
|
|
|
Asia Pacific
III |
2014 |
$0.7bn |
Realising |
|
2.1x |
18% |
98% |
Asia Pacific
IV |
2020 |
$1.1bn |
Investing |
48% |
1.4x |
20% |
—% |
Strategic
Secondaries II |
2016 |
$1.1bn |
Realising |
|
3.1x |
48% |
200% |
Strategic Equity
III |
2018 |
$1.8bn |
Realising |
|
2.6x |
44% |
30% |
Strategic Equity
IV |
2021 |
$4.3bn |
Investing |
97% |
1.5x |
35% |
3% |
Strategic Equity
V |
|
|
Fundraising |
|
|
|
|
LP Secondaries
I |
2024 |
$0.8bn |
Investing |
28% |
2.1x |
79% |
4% |
Key drivers
Business activity |
Fundraising: Strategic Equity ($3.5bn), Mid Market II ($1.2bn); LP
Secondaries ($0.7bn)
Deployment: Mostly driven by European Corporate ($0.8bn) and
Strategic Equity ($0.5bn)
Realisations: Strategic Equity ($0.6bn) |
Fee income |
Management fees: Prior period included £30.6m of catch up fees
(FY24: £3.7m). Underlying growth driven largely by fundraising for
Strategic Equity V as well as for LP Secondaries I
Performance fees: Include inaugural recognition for Europe VII |
Balance sheet investment portfolio |
Investment returns: Strategic Equity and European Corporate driving
positive NIR, supported by underlying company growth |
Fund performance |
Broad-based year-on-year growth across key funds |
Private Debt
Overview
Flagship strategies |
Scaling strategies |
Seeding strategies |
Senior Debt Partners |
North America Credit Partners |
- |
|
Year ended
31 March 2023
|
Year ended
31 March 2024
|
Year-on-year
growth2
|
Last five years
CAGR2,3
|
|
AUM |
$23.8bn |
$28.3bn1 |
19% |
23% |
Fee-earning AUM |
$14.2bn |
$15.9bn |
12% |
22% |
|
|
|
|
|
Fundraising |
$3.8bn |
$4.8bn |
26% |
|
Deployment |
$4.5bn |
$3.8bn |
(14)% |
|
Realisations |
$2.0bn |
$1.8bn |
(8)% |
|
|
|
|
|
|
Effective management
fee rate |
0.82% |
0.84% |
+2bps |
|
Management fees |
£84m |
£100m |
20% |
28% |
Performance
fees |
£6m |
£8m |
22% |
|
|
|
|
|
|
Balance sheet
investment portfolio |
£0.2bn |
£0.1bn |
|
|
Annualised net
investment return4 |
9% |
9% |
|
10%5 |
1 See page 6 for a description of how our
methodology for calculating AUM has changed for FY24.
2 AUM on constant currency basis;
3 AUM calculation
based on 31 March 2019 to 31 March 2024;
4 Balance
Investment Portfolio NIR;
5 Five-year
average
Performance of key funds
Refer to the Datapack issued with this announcement for further
detail on fund performance
|
Vintage |
Total fund size |
Status |
% deployed |
Gross MOIC |
Gross IRR |
DPI |
Senior Debt Partners II |
2015 |
€1.5bn |
Realising |
|
1.3x |
8% |
97% |
Senior Debt
Partners III |
2017 |
€2.6bn |
Realising |
|
1.2x |
7% |
47% |
Senior Debt
Partners IV |
2020 |
€5.0bn |
Realising |
|
1.2x |
11% |
15% |
Senior Debt
Partners V |
|
|
Fundraising / Investing |
|
|
|
|
North American
Private Debt I |
2014 |
$0.8bn |
Realising |
|
1.5x |
16% |
128% |
North American
Private Debt II |
2019 |
$1.4bn |
Investing |
95% |
1.3x |
13% |
34% |
North America
Credit Partners III |
|
|
Fundraising |
|
|
|
|
Key drivers
Business activity |
Fundraising: Senior Debt Partners ($3.7bn) and North America Credit
Partners III ($1.0bn)
Deployment: Senior Debt Partners ($3.5bn) and North America Credit
Partners ($0.2bn)
Realisations: Senior Debt Partners ($1.4bn) and North America
Credit Partners ($0.3bn) |
Fee income |
Management fees: Net deployment supporting higher fee earning AUM,
in particular in Senior Debt Partners
Performance fees: Positive impact of higher base rates |
Balance sheet investment portfolio |
Investment returns: Interest rates remaining at higher levels and
limited impairments |
Fund performance |
Key funds generally flat-to-up year-on-year |
Real Assets
Overview
Flagship strategies |
Scaling strategies |
Seeding strategies |
- |
Infrastructure Europe
Real Estate Equity Europe
Real Estate Debt |
Infrastructure Asia
Real Estate Equity Asia |
|
Year ended
31 March 2023
|
Year ended
31 March 2024
|
Year-on-year
growth2
|
Last five years
CAGR2,3
|
|
AUM |
$8.3bn |
$10.8bn1 |
30% |
21% |
Fee-earning AUM |
$6.9bn |
$7.7bn |
11% |
20% |
|
|
|
|
|
Fundraising |
$1.0bn |
$1.0bn |
(4)% |
|
Deployment |
$1.7bn |
$2.2bn |
28% |
|
Realisations |
$1.0bn |
$0.9bn |
(10)% |
|
|
|
|
|
|
Effective management
fee rate |
0.91% |
0.94% |
+3bps |
|
Management fees |
£49m |
£56m |
15% |
20% |
Performance
fees |
— |
— |
n/m |
|
|
|
|
|
|
Balance sheet
investment portfolio |
£0.3bn |
£0.4bn |
|
|
Annualised net
investment return4 |
8% |
13% |
|
7%5 |
1 See page 6 for a description of how our
methodology for calculating AUM has changed for FY24.
2 AUM on constant
currency basis;
3 AUM calculation
based on 31 March 2019 to 31 March 2024;
4 Balance
Investment Portfolio NIR;
5 Five-year
average
Performance of key funds
Refer to the Datapack issued with this announcement for further
detail on fund performance
|
Vintage |
Total fund size |
Status |
% deployed |
Gross MOIC |
Gross IRR |
DPI |
Real Estate Partnership Capital IV |
2015 |
£1.0bn |
Realising |
|
1.2x |
5% |
97% |
Real Estate
Partnership Capital V |
2018 |
£0.9bn |
Realising |
|
1.2x |
9% |
28% |
Real Estate
Partnership Capital VI |
|
|
Investing |
73% |
1.1x |
11% |
10% |
Infrastructure
Equity I |
2020 |
€1.5bn |
Investing |
97% |
1.3x |
21% |
1% |
Infrastructure
II |
|
|
Fundraising / Investing |
|
|
|
|
Sale &
Leaseback I |
2019 |
€1.2bn |
Investing |
92% |
1.2x |
8% |
6% |
Strategic Real
Estate II |
|
|
Fundraising / Investing |
|
|
|
|
Key drivers
Business activity |
Fundraising: Real Estate equity and debt strategies ($0.6bn) and
Infrastructure II ($0.4bn)
Deployment: Real Estate equity and debt strategies ($1.5bn),
Infrastructure Europe ($0.7bn)
Realisations: Real Estate equity and debt strategies ($0.8bn),
Infrastructure Europe ($0.1bn) |
Fee income |
Management fees: Debt strategies continue to deploy, increasing fee
earning AUM. Equity strategies charging higher fees rate,
positively impacting the effective management fee rate
Performance fees: No performance fees due to early stage of key
carry-eligible funds |
Balance sheet investment portfolio |
Investment returns: Positive NIR in Real Estate Equity and
Infrastructure, with Real Estate Debt broadly flat
year-on-year |
Fund performance |
Key funds broadly flat-to-up year-on-year |
Credit
Overview
Flagship strategies |
Scaling strategies |
Seeding strategies |
CLOs |
Liquid Credit |
- |
|
Year ended
31 March 2023
|
Year ended
31 March 2024
|
Year-on-year
growth2
|
Last five years
CAGR2,3
|
|
AUM |
$18.2bn |
$17.9bn1 |
(1)% |
7% |
Fee-earning AUM |
$17.9bn |
$17.7bn |
(1)% |
8% |
|
|
|
|
|
Fundraising |
$1.9bn |
$1.8bn |
(3)% |
|
Realisations |
$1.7bn |
$2.5bn |
49% |
|
|
|
|
|
|
Effective management
fee rate |
0.49% |
0.48% |
(1)bps |
|
Management fees |
£66m |
£65m |
(1)% |
10% |
Performance
fees |
— |
£13m |
n/m |
|
|
|
|
|
|
Balance sheet
investment portfolio |
£0.4bn |
£0.3bn |
|
|
Annualised net
investment return4 |
(7%) |
(1%) |
|
(2)%5 |
1 See page 6 for a description of how our
methodology for calculating AUM has changed for FY24
2 AUM on constant
currency basis;
3 AUM calculation based on 31 March 2019 to 31 March 2024;
4 Balance
Investment Portfolio NIR;
5 Five-year
average
Key drivers
Business activity |
Fundraising: One US CLO ($0.4bn) and one European CLO ($0.4bn),
remainder coming into various Liquid Credit funds
Realisations: Liquid Credit ($1.9bn) and CLOs ($0.6bn) |
Fee income |
Management fees: In line with trajectory of fee-earning AUM
Performance fees: Due to Alternative Credit, which has a
performance fee test every three years |
Balance sheet investment portfolio |
Investment returns: Positive NIR across CLO equity, CLO debt and
Liquid Credit, offset by a reduction in the value of the balance
sheet's holding of CLO equity to reflect CLO dividends received
that are recorded in the FMC |
Fund Management Company
The Fund Management Company (FMC) manages our
third-party AUM, which it invests on behalf of the Group’s
clients.
Management fees
The effective management fee rate on our
fee-earning AUM at year end was 0.92% (FY23: 0.90%), and management
fees for the period totalled £505.4m (FY23: £481.4m), a
year-on-year increase of 5% (7% on a constant currency basis).
In FY24 management fees included £4.6m of
catch-up fees (FY23: £30.6m). Excluding catch-up fees, management
fees delivered a year-on-year growth rate of 11%.
Performance fees
Performance fees recognised for the year
totalled £73.8m (FY23: £19.6m). The year-on-year increase was
largely due to the inaugural recognition in the current period of
performance fees relating to Europe VII (£14.8m) as well as
recognition of performance fees within Alternative Credit (which
are tested every three years). During the year we realised £26m in
cash from performance fees, and at 31 March 2024 the Group had an
asset of £83.7m of accrued performance fees (FY23: £37.5m).
£m |
|
Accrued performance fees at 31 March 2023 |
37.5 |
Accruals during
period |
73.8 |
Received during
period |
(25.9) |
FX and other movements |
(1.7) |
Accrued performance fees at 31 March 2024 |
83.7 |
Other income and movements in fair value
of derivatives
Other income includes dividend receipts of
£47.0m (FY23: £40.2m) from investments in CLO equity, which are
continuing to be received in line with historical experiences. The
FMC also recognised £25.0m of revenue for managing the IC balance
sheet investment portfolio (FY23: £25.0m), as well as other income
of £0.9m (FY23: £0.5m).
During FY23 the Group decided to no longer enter
into FX transaction hedges for its fee income as a matter of course
(although it may still do so on an ad hoc basis), and economically
closed out all outstanding such hedges. For FY24 the movement in
fair value of derivatives within the FMC was zero (FY23:
£(26.8)m).
Operating expenses and
margin
Operating expenses increased by 21% compared to
FY23 and totalled £277.5m (FY23: £229.2m). Salaries and Incentive
Scheme Costs increased ahead of headcount (which grew 9%), largely
due to a number of senior hires, combined with the annualisation
impact of prior years' joiners that started part way through FY23.
Other administrative costs increased year-on-year, linked to growth
across various business lines and ongoing investments in our
operating platform.
£m |
Year ended
31 March 2023 |
Year ended
31 March 2024 |
Change
% |
Salaries |
85.0 |
101.0 |
19% |
Incentive scheme costs |
92.2 |
113.3 |
23% |
Administrative costs |
45.7 |
56.8 |
24% |
Depreciation and amortisation |
6.3 |
6.4 |
2% |
FMC operating expenses |
229.2 |
277.5 |
21% |
FMC operating margin |
57.5% |
57.4 % |
(0.1)% |
Within FMC operating expenses (Incentive scheme
costs), there was £41.0m expensed for stock-based compensation.
The FMC recorded a profit before tax of £374.5m
(FY23: £310.7m), a year-on-year increase of 21% and an increase of
23% on a constant currency basis.
Investment Company
The Investment Company (IC) invests the Group’s
balance sheet to seed new strategies, and invests alongside the
Group’s scaling and flagship strategies to align interests between
our shareholders, clients and employees. It also supports a number
of costs, including for certain central functions, a part of the
Executive Directors’ compensation, and the portion of the
investment teams’ compensation linked to the returns of the balance
sheet investment portfolio (Deal Vintage Bonus, or DVB).
Balance sheet investment
portfolio
The balance sheet investment portfolio was
valued at £3.1bn at 31 March 2024 (31 March 2023: £2.9bn). During
the period, it generated net realisations and interest income of
£139m (FY23: £122m), being net realisations of £88m (FY23: £103m)
and cash interest receipts of £51m (FY23: £53m).
It made seed investments totalling £312m,
including on behalf of Real Estate Equity, Life Sciences and
Infrastructure Asia.
£m |
As at 31
March 2023 |
New
investments |
Realisations |
Gains/ (losses)
in valuation |
FX & other |
As at 31
March 2024 |
Structured and Private Equity |
1,751 |
94 |
(225) |
232 |
(45) |
1,807 |
Private Debt |
169 |
22 |
(50) |
13 |
(5) |
149 |
Real Assets |
289 |
179 |
(103) |
44 |
(7) |
402 |
Credit1 |
363 |
28 |
(63) |
(3) |
(7) |
318 |
Seed Investments2 |
330 |
312 |
(333) |
92 |
(7) |
394 |
Total Balance Sheet Investment Portfolio |
2,902 |
635 |
(774) |
378 |
(71) |
3,070 |
1 Within Credit, at 31 March 2024 £22m was invested in
liquid strategies, with the remaining £296m invested in CLO debt
(£106m) and equity (£190m).
2 Gains/(losses) in valuation include a gain of £60m
recognised in the prior year UK-adopted IAS financial
statements.
Net Investment Returns
For the five years to 31 March 2024, Net
Investment Returns (NIR) have been in line with our medium-term
guidance, averaging 11%. For the twelve months to 31 March 2024,
NIR were 13% (FY23: 4%).
NIR of £379.3m were comprised of interest of
£124.9m from interest-bearing investments (FY23: £113.2m), capital
gains of £252.4m (FY23: loss of £(13.2)m) and other income of
£2.0m. NIR were split between asset classes as follows:
|
Year ended 31 March 2023 |
Year ended 31 March 2024 |
£m |
NIR (£m) |
Annualised NIR (%) |
NIR (£m) |
Annualised NIR (%) |
Structured and Private Equity |
112.9 |
6% |
232.5 |
13% |
Private Debt |
14.4 |
9% |
13.8 |
9% |
Real Assets |
20.7 |
8% |
44.2 |
13% |
Credit |
(30.1) |
(7)% |
(2.9) |
(1%) |
Seed Investments1 |
(15.6) |
(6)% |
91.7 |
25% |
Total net investment returns |
102.3 |
4% |
379.3 |
13% |
1FY23 NIR adjusted to reflect three
assets with Seed Investments that were previously included within
Real Assets.
The NIR included a £118m benefit from three
investments that were originally intended as seed investments but
which we will now sell directly to third parties.
For further discussion on balance sheet
investment performance by asset class, refer to pages 8 to 11 of
this announcement.
In addition to the NIR, the other adjustments to
IC revenue were as follows:
£m |
Year ended 31 March 2023 |
Year ended 31 March 2024 |
Change |
Changes in fair value of derivatives1 |
16.8 |
(7.3) |
n/m |
Inter-segmental
fee |
(25.0) |
(25.0) |
—% |
Other |
4.3 |
1.0 |
(77)% |
Other IC revenue |
(3.9) |
(31.3) |
n/m |
1 Derivatives relate to the hedging of our net
currency assets, see page 18.
As a result, the IC recorded total revenues of
£348m (FY23: £98.4m).
Investment Company expenses
Operating expenses in the IC of £100.4m
decreased by 3% compared to FY23 (£103.1m).
£m |
Year ended 31 March 2023 |
Year ended 31 March 2024 |
Change
% |
Salaries |
20.0 |
21.4 |
7% |
Incentive scheme
costs |
59.6 |
58.6 |
(2)% |
Administrative
costs |
20.7 |
18.1 |
(13)% |
Depreciation and amortisation |
2.8 |
2.3 |
(18)% |
IC operating expenses |
103.1 |
100.4 |
(3)% |
Within IC operating expenses (incentive scheme
costs), there was £12.6m expensed for stock-based compensation.
Incentive scheme costs also included DVB accrual of £35.1m (FY23:
£36.6m), due both to the passage of time and the impact of
underlying valuation changes.
Employee costs for teams who do not yet have a
third-party fund are allocated to the IC. For FY24, the
directly-attributable costs within the Investment Company for teams
that have not had a first close of a third-party fund was £21.1m
(FY23: £24.4m). When those funds have a first close, the costs of
those teams are transferred to the Fund Management Company. During
the period, certain costs within real estate were transferred from
the IC to FMC, resulting in £4.6m of expenses being recognised in
the FMC.
Interest expense was £45.8m (FY23: £61.8m) and
interest earned on cash balances was £21.5m (FY23: £13.9m).
The IC recorded a profit before tax of £223.3m
(FY23: loss before tax £(52.6)m).
Group
Tax
The Group recognised a tax charge of £(78.5)m
(FY23: £(28.8)m), resulting in an effective tax rate for the period
of 13.2% (FY23: 11.2%). The increase compared to the prior year is
due to an increase from 19% to 25% in the UK tax rate and positive
NIR.
As detailed in note 13, the Group has a
structurally lower effective tax rate than the statutory UK rate.
This is largely driven by the Investment Company, where certain
forms of income benefit from tax exemptions.
Dividend and share count
ICG has a progressive dividend policy. Over the
long term the Board intends to increase the dividend per share by
at least mid-single digit percentage points on an annualised
basis.
The Board has proposed a final dividend of 53.2p
per share which, combined with the interim dividend of 25.8p per
share, results in total dividends for the year of 79.0p (FY23:
77.5p). This marks the 14th consecutive year of increases in our
ordinary dividend per share, which over the last five years has
grown at an annualised rate of 12%. We continue to make the
dividend reinvestment plan available.
At 31 March 2024 the Group had 290,631,993
shares outstanding (31 March 2023: 290,598,849). During the year
the Group recognised £53.6m in stock-based compensation. The Group
has a policy of neutralising the dilutive impact of stock-based
compensation through the purchase of shares by an Employee Benefit
Trust ('EBT').
Balance sheet and cash flow
We use our balance sheet’s asset base to grow
our fee-earning AUM, and do this through two routes:
- investing alongside clients in our
existing strategies to align interests; and
- making investments to seed new
strategies.
During the year we made gross investments of
£323m alongside existing strategies and £312m in seed investments.
See page 13 for more information on the performance of our balance
sheet investment portfolio during the period.
To support this use of our balance sheet, we
maintain a robust capitalisation and a strong liquidity
position:
£m |
31 March 2023 |
31 March 2024 |
Balance sheet investment portfolio |
2,902 |
3,070 |
Cash and cash
equivalents |
550 |
627 |
Other assets |
424 |
476 |
Total assets |
3,876 |
4,173 |
Financial
debt |
(1,538) |
(1,448) |
Other
liabilities |
(361) |
(430) |
Total liabilities |
(1,899) |
(1,878) |
Net asset value |
1,977 |
2,295 |
Net asset value per share |
694p |
801p |
Liquidity and net debt
At 31 March 2024 the Group had total available
liquidity of £1,124m (FY23: £1,056m), net financial debt of £874m
(FY23: £1,032m) and net gearing of 0.38x (FY23: 0.52x).
During the period, available cash increased by
£68m from £506m to £574m, including the repayment of £51m of
borrowings that matured.
The table below sets out movements in cash:
£m |
FY23 |
FY24 |
Opening cash |
762 |
550 |
|
|
|
Operating
activities |
|
|
Fee and other operating income |
573 |
492 |
Net cash flows from investment activities and investment
income1 |
162 |
180 |
Expenses and working capital |
(322) |
(272) |
Tax paid |
(32) |
(41) |
Group
cash flows from operating activities -
APM2,3 |
381 |
359 |
|
|
|
Financing
activities |
|
|
Interest paid |
(64) |
(49) |
Interest received on cash balances |
14 |
29 |
Purchase of own shares |
(39) |
— |
Dividends paid |
(236) |
(223) |
Net repayment of borrowings |
(195) |
(51) |
Group
cash flows from financing activities -
APM2 |
(520) |
(294) |
Other cash
flow4 |
(77) |
14 |
FX and other movement |
4 |
(2) |
Closing cash |
550 |
627 |
Regulatory liquidity requirement |
(44) |
(53) |
Available
cash |
506 |
574 |
Available undrawn ESG-linked RCF |
550 |
550 |
Cash and undrawn debt facilities (total available
liquidity) |
1,056 |
1,124 |
1The aggregate cash (used)/received
from balance sheet investment portfolio (additions), realisations,
and cash proceeds received from assets within the balance sheet
investment portfolio.
2Interest paid, which is classified as an Operating cash
flow under UK-adopted IAS, is reported within Group cash flows from
financing activities - APM.
3Per note 31 of the Financial Statements, Operating cash
flows under UK-adopted IAS of £255.9m (FY23: £291.6m) include
consolidated credit funds. This difference to the APM measure is
driven by cash consumption within consolidated credit funds as a
result of their investing activities during the period.
4Cash flows in respect of purchase of intangible assets,
purchase of property, plant and equipment and net cash flow from
derivative financial instruments.
At 31 March 2024, the Group had drawn debt of
£1,448m (FY23: £1,538m). The change is due to the repayment of
certain facilities as they matured, along with changes in FX rates
impacting the translation value:
|
£m |
Drawn debt at 31 March 2023 |
1,538 |
Debt (repayment)
/ issuance |
(51) |
Impact of foreign exchange rates |
(39) |
Drawn debt at 31 March 2024 |
1,448 |
Net financial debt therefore reduced by £158m to
£874m (FY23: £1,032m):
£m |
31 March 2023 |
31 March 2024 |
Drawn debt |
1,538 |
1,448 |
Available cash |
506 |
574 |
Net financial debt |
1,032 |
874 |
At 31 March 2024 the Group had credit ratings of
BBB (stable outlook) / BBB (positive outlook) from Fitch and
S&P, respectively.
The Group’s debt is provided through a range of
facilities. All facilities except the ESG-linked RCF are fixed-rate
instruments. The weighted-average pre-tax cost of drawn debt at 31
March 2024 was 3.07% (FY23: 3.17%). The weighted-average life of
drawn debt at 31 March 2024 was 3.3 years (FY23: 4.1 years). The
maturity profile of our term debt is set out below:
£m |
FY25 |
FY26 |
FY27 |
FY28 |
FY29 |
FY30 |
Term debt maturing |
246 |
180 |
496 |
— |
99 |
427 |
For further details of our debt facilities see
Other Information (page 86).
Net gearing
The movements in the Group’s balance sheet
investment portfolio, cash balance, debt facilities and shareholder
equity resulted in net gearing decreasing to 0.38x at 31 March 2024
(FY23: 0.52x).
£m |
31 March 2023 |
31 March 2024 |
Change % |
Net financial debt (A) |
1,032 |
874 |
(15)% |
Net asset value (B) |
1,977 |
2,295 |
16% |
Net gearing (A/B) |
0.52x |
0.38x |
(0.14)x |
Board evolution
Michael (Rusty) Nelligan retired from the Board
effective 31 March 2024 and Amy Schioldager has given notice of her
intention to retire with effect from this year's annual general
meeting on 16 July 2024. Rusty served on the Board from September
2016, including as Chair of the Audit Committee between September
2016 and June 2022. Amy has served on the Board since January 2018,
including acting as the Designated Employee Engagement Director
since November 2018.
The Board wishes to express its gratitude to
both Rusty and Amy for the effective and wide-ranging contributions
they have made to the Board and its Committees.
The Board anticipates making a further
announcement in respect of a new appointment in due course.
Foreign exchange rates
The following foreign exchange rates have been
used throughout this review:
|
Average rate
for FY23 |
Average rate
for FY24 |
Year ended 31 March 2023 |
Year ended 31 March 2024 |
GBP:EUR |
1.1560 |
1.1609 |
1.1375 |
1.1697 |
GBP:USD |
1.2051 |
1.2572 |
1.2337 |
1.2623 |
EUR:USD |
1.0426 |
1.0829 |
1.0846 |
1.0792 |
The table below sets out the currency exposure
for certain reported items:
|
USD |
EUR |
GBP |
Other |
Fee-earning AUM |
33% |
54% |
11% |
2% |
Fee income |
35% |
56% |
8% |
1% |
FMC expenses |
16% |
17% |
57% |
10% |
Balance sheet investment portfolio |
22% |
51% |
20% |
7% |
The table below sets out the indicative impact
on our reported management fees, FMC PBT and NAV per share had
sterling been 5% weaker or stronger against the euro and the dollar
in the period (excluding the impact of any hedges):
|
Impact on FY24 management
fees1 |
Impact on FY24
FMC PBT1 |
NAV per share at 31 March
20242 |
Sterling 5% weaker against euro and dollar |
+£23.9m |
+£25.2m |
+14p |
Sterling 5% stronger against euro and dollar |
-£(21.6)m |
-£(22.8)m |
-(13)p |
1Impact assessed by sensitising the
average FY24 FX rates.
2NAV / NAV per share reflects the total indicative
impact as a result of a change in FMC PBT and net currency
assets.
Where noted, this review presents changes in
AUM, fee income and FMC PBT on a constant currency exchange rate
basis. For the purposes of these calculations, prior period numbers
have been translated from their underlying fund currencies to the
reporting currencies at the respective FY24 period end exchange
rates. This has then been compared to the FY24 numbers to arrive at
the change on a constant currency exchange rate basis.
The Group does not hedge its net currency income
as a matter of course, although this is kept under review. The
Group does hedge its net balance sheet currency exposure, with the
intention of broadly insulating the NAV from FX movements. Changes
in the fair value of the balance sheet hedges are reported within
the IC.
MANAGING RISK
Our approach
The Board is accountable for the overall
stewardship of the Group’s Risk Management Framework (RMF),
internal control assurance, and for determining the nature and
extent of the risks it is willing to take in achieving the Group’s
strategic objectives. In so doing the Board sets a preference for
risk within a strong control environment to generate a return for
investors and shareholders and protect their interests.
Risk appetite is reviewed by the Risk Committee,
on behalf of the Board, and covers the principal risks that the
Group seeks to take in delivering the Group’s strategic
objectives.
The Risk Committee is provided with management
information regularly and monitors performance against set
thresholds and limits. The Board also promotes a strong risk
management culture by encouraging acceptable behaviours, decisions,
and attitudes toward taking and managing risk throughout the
Group.
Managing risk
Risk management is embedded across the Group
through the RMF, current and emerging risks are identified,
assessed, monitored, controlled, and appropriately governed based
on a common risk taxonomy and methodology. The RMF is designed to
protect the interests of stakeholders and meet our responsibilities
as a UK-listed company, and the parent company of a number of
regulated entities.
The Board’s oversight of risk management is
proactive, ongoing and integrated into the Group’s governance
processes. The Board receives regular reports on the Group’s risk
management and internal control systems. These reports set out any
significant risks facing the Group.
The evaluation of risk events and corrective
actions assists the Board in its assessment of the Group’s risk
profile. The Board also meets regularly with the internal and
external auditors to discuss their findings and recommendations,
which enables it to gain insight into areas that may require
improvement. The Board reviews the RMF regularly, and it forms the
basis on which the Board reaches its conclusions on the
effectiveness of the Group’s system of internal controls.
The Group operates a risk framework consistent
with the principles of the ‘three lines of defence’ model.
Taking controlled risk opens up opportunities to
innovate and further enhance our business, for example new
investment strategies or new approaches to managing our client
relationships. Therefore, the Group maintains a risk culture that
provides entrepreneurial leadership within a framework of prudent
and effective controls to enable effective risk management.
Taking responsibility and managing risk is one
of our key values that drive our success.
Risk appetite
Risk appetite is defined as the level of risk
which the Group is prepared to accept in the conduct of our
activities. The risk appetite framework is implemented through the
Group’s operational policies and procedures and internal controls
and supported by limits to control exposures and activities that
have material risk implications. The current risk profile is within
our risk appetite and tolerance range.
Principal and emerging
risks
The Group’s principal risks are individual
risks, or a combination of risks, materialisation of which could
result in events or circumstances that might threaten our business
model, future performance, solvency, or liquidity and reputation.
Reputational risk is not in itself a principal risk; however, it is
an important consideration and is actively managed and mitigated as
part of the wider RMF. Similarly, sustainability risk is not
defined as a principal risk but is considered across the Group’s
activities as an embedded value. The Group has determined that the
most significant impact from climate change relates to the
underlying portfolio investments. Climate-related risk for both the
Group’s own operations and ICG’s fund management activity are
addressed in greater detail in note 1 of the financial statements
(see page 34).
The Group uses a principal and emerging risks
process to provide a forward-looking view of the potential risks
that can threaten the execution of the Group’s strategy or
operations over the medium to long term. Emerging risks are
identified through conversations and workshops with stakeholders
throughout the business, attending industry events, and other
horizon scanning by Group Risk and Compliance, these are monitored
on an ongoing basis to ensure that the Group is prioritising its
response to emerging risks appropriately. The Directors confirm
that they have undertaken a robust assessment of the principal and
emerging risks, in line with the requirements of the UK Corporate
Governance Code.
The Group’s RMF identifies eight principal risks
which are accompanied by associated responsibilities and
expectations around risk management and control. Each of the
principal risks is overseen by an accountable Executive Director,
who is responsible for the framework, policies and standards that
detail the related requirements.
The Directors confirm that they have reviewed
the effectiveness of the Group’s risk management and internal
control system and confirm that no significant failings or
weaknesses have been identified. This is supported by an annual
Material Controls assessment and Fraud Risk Assessment, facilitated
by the Group Risk Function, which provides the Directors with a
detailed assessment of related internal controls.
External environment risk
Risk appetite: High
Executive Director Responsible: Benoît
Durteste
Risk Description
Geopolitical and macroeconomic concerns and
other global events such as pandemics and natural disasters that
are outside the Group’s control could adversely affect the
environment in which we, and our fund portfolio companies, operate,
and we may not be able to manage our exposure to these conditions
and/or events. In particular, these events have contributed, and
may continue to contribute, to volatility in financial markets
which can adversely affect our business in many ways, including by
reducing the value or performance of the investments made by our
funds, making it more difficult to find opportunities for our funds
to exit and realise value from existing investments and to find
suitable investments for our funds to effectively deploy capital.
The External Environment Risk could affect our ability to raise
funds and materially increase or reduce our profitability.
Key Controls and Mitigation
– The Group’s business model is predominantly based on
illiquid funds which are closed-ended and long-term in nature.
Therefore, to a large extent the Group’s fee streams are ‘locked
in’. This provides some mitigation in relation to profitability and
cash flows against market downturn. Additionally, given the nature
of closed-end funds, they are not subject to redemptions.
– A range of complementary approaches are used to inform
strategic planning and risk mitigation, including active management
of the Group’s fund portfolios, profitability and balance sheet
scenario planning and stress testing to ensure resilience across a
range of outcomes.
– The Board, the Risk Committee and the Risk function
monitor emerging risks, trends, and changes in the likelihood of
impact. This assessment informs the universe of principal risks
faced by the Group.
Trend and Outlook
Heightened geopolitical risk, high interest
rates and weak economic growth means the investing environment
remains uncertain and potentially volatile. The Group has proven
expertise in navigating complex and uncertain market conditions,
with our business model providing a high degree of stability
through economic cycles. As noted in the Finance review on page 6,
we have substantial dry powder across a range of strategies, stable
management fee income, are not under pressure to deploy or realise,
and can capitalise on opportunities that emerge across our asset
classes.
We are actively supporting our portfolio
companies as they seek to take advantage of current market
dislocation by growing organically and inorganically, as well as
ensuring that they have the people, systems, and capital structures
in place to navigate a period of potentially protracted
uncertainty, including to ensure they are appropriately hedged
against interest rate risks. Our portfolios remain fundamentally
well positioned, with robust operational performance and reasonable
leverage.
We remain alert to the current macroeconomic and
geopolitical uncertainty and continue to monitor the potential
impact on our investment strategies, clients, and portfolio
companies, as well as the broader markets. While the uncertainty
remains elevated, we do not see an increased risk to our
operations, strategy, performance, or client demand as a
result.
Fund performance risk
Risk appetite: Moderate
Executive Director Responsible: Benoît
Durteste
Risk Description
Current and potential clients continually assess
our investment fund performance. There is a risk that our funds may
not meet their investment objectives, that there is a failure to
deliver consistent performance, or that prolonged fund
underperformance could erode our track record. Consequently,
existing investors in our funds might decline to invest in funds we
raise in future and might withdraw their investments in our
open-ended strategies. Poor fund performance may also impact our
ability to raise subsequent vintages or new strategies impacting
our ability to compete effectively. This could in turn materially
affect our profitability and impact our plans for growth.
Key Controls and Mitigation
– A robust and disciplined investment process is in
place where investments are selected and regularly monitored by the
Investment Committees for fund performance, delivery of investment
objectives, and asset performance.
– All proposed investments are subject to a thorough due
diligence and approval process during which all key aspects of the
transaction are discussed and assessed. Regular monitoring of
investment and divestment pipelines is undertaken on an ongoing
basis.
– Monitoring of all portfolio investments is undertaken
on a quarterly basis focusing on the operating performance and
liquidity of the portfolio.
– Material sustainability and climate-related risks are
assessed for each potential investment opportunity and presented
to, and considered by, the Investment Committees of all investment
strategies. Further analysis is conducted for opportunities
identified as having a higher exposure to climate-related
risks.
Trend and Outlook
Against a fast-moving global economic backdrop,
we have continued to successfully manage our clients’ assets. As
expected, given our focus on downside protection, our funds are
showing attractive performance through a period of volatility. In
particular, our debt strategies are generating historically high
returns for clients.
Fund valuations have remained stable during the
period, with strong underlying performance of our portfolio
companies and income from our interest-bearing investments largely
offsetting reductions in valuation multiples or increasing costs of
capital. Despite the slowdown in transaction activity across the
market, we have continued to anchor the performance of key vintages
through a disciplined approach to realisations.
The Group saw sustained client demand for our
flagship and scaling strategies. In the former, we had closes in
the period for Strategic Equity V, our direct lending strategy SDP
V, and the second vintage of our mid-market strategy in European
Mid-Market II; additionally in our Credit strategy we originated
new Collateralised Loan Obligations (CLOs) in the period. Within
scaling strategies, notable successes included a first close in
Real Estate Opportunistic Europe (Metro), Infrastructure Europe II,
North America Credit Partners III, ICG Living, as well as follow on
closes in LP Secondaries I. The Group also seeded new investments
in the Asia region in the Infrastructure Asia and Real Estate Asia
strategies. Our closed-end funds model more generally provides
visibility of future long-term fee income and therefore Fund
Management Company (FMC) profits.
Looking ahead the outlook remains positive. We
continue to hire selectively to help drive future growth within our
investment teams, and within Marketing and Client Relations,
focused on product and end-client expertise. We have a powerful
local sourcing network and a diversified product offering of
successful investment strategies that enable us to navigate dynamic
market conditions, which helps to mitigate this risk.
More detail on the performance of the Group’s
funds can be found on pages 8 to 11.
Balance Sheet Risk
Risk appetite: Moderate
Executive Director Responsible: David
Bicarregui
Risk Description
The Group is exposed to liquidity and market
risks. Liquidity risks refer to the risk that the Group may not
have sufficient financial resources to meet its financial
obligations when they fall due. Market risk refers to the
possibility that the Group may suffer a loss resulting from the
fluctuations in the values of, or income from, proprietary assets
and liabilities. The Group does not deliberately seek exposure to
market risks to generate profit; however, on an ancillary basis we
will co-invest alongside clients into our funds, seed assets in
preparation for new fund launches or hold investments in CLOs in
accordance with regulatory requirements. Consequently, the Group is
exposed to having insufficient liquidity to meet its financial
obligations, including its commitments to its fund co-investments.
In addition, adverse market conditions could impact the carrying
value of the Group’s investments resulting in losses on the Group’s
balance sheet.
Key Controls and Mitigation
– Debt funding for the Group is obtained from
diversified sources and the repayment profile is managed to
minimise material repayment events. The profile of the debt
facilities available to the Group is reviewed frequently by the
Treasury Committee.
– Balance sheet hedging of non-sterling exposure is
undertaken to minimise short-term volatility in the financial
results of the Group.
– Market, interest rate and liquidity exposures are
reported monthly and reviewed by the Group’s Treasury
Committee.
– Liquidity projections and stress tests are prepared to
assess the Group’s future liquidity as well as compliance with the
regulatory capital requirements.
– Investment Company commitments are reviewed and
approved by the CEO and the CFO on a case-by-case basis assessing
the risks and return on capital.
– Valuation of the balance sheet investment portfolio is
reviewed quarterly by the Group Valuation Committee, which includes
assessing the assumptions used in valuations of underlying
investments.
Trend and Outlook
Global markets remain susceptible to volatility
from a number of macroeconomic factors, specifically related to
global interest rates, and geopolitical factors. We continue to
implement measures to mitigate the impact of market volatility and
interest rate fluctuations in line with Group policy, and we will
respond to the prevailing market environment where appropriate.
Our balance sheet remains strong and well
capitalised, with net gearing of 0.38x, and with £1.1bn of
available liquidity as of 31 March 2024. In addition, the Group has
significant headroom to its debt covenants. All of the Group’s
drawn debt is fixed rate, with the only floating rate debt being
the Group’s committed £550m revolving credit facility, which was
undrawn as of 31 March 2024. This facility is only intended to
provide short-term working capital for the Group. Additionally,
during the year Standard & Poor upgraded ICG’s outlook from BBB
(Stable) to BBB (Positive), while Fitch maintained the Group at BBB
(Stable).
The Group’s liquidity, gearing and headroom are
detailed in the Finance Review on page 15.
Key Personnel Risk
Risk appetite: Low
Executive Director Responsible: Antje
Hensel-Roth
Risk Description
The Group depends upon the experience, skill and
reputation of our senior executives and investment professionals.
The continued service of these individuals, who are not obligated
to remain employed with us, is uniquely valuable and a significant
factor in our success. Additionally, a breach of the governing
agreements of our funds in relation to ‘Key Person’ provisions
could result in the Group having to stop making investments for the
relevant fund or impair the ability of the Group to raise new funds
if not resolved in a timely manner.
As such, the loss of key personnel could have a
material adverse effect on our long-term prospects, revenues,
profitability and cash flows and could impair our ability to
maintain or grow assets under management in existing funds or raise
additional funds in the future.
Key Controls and Mitigation
- An active and broad-based approach
to attracting, retaining, and developing talent, supported by a
range of complementary approaches including a well-defined
recruitment process, succession planning, a competitive and
long-term approach to compensation and incentives, and a focus on
advancement through the appraisal process, dedicated development
and mentoring programmes driven by a dedicated Learning &
Development team.
- Continued focus on the Group’s
culture by developing and delivering initiatives that reinforce
appropriate behaviours to generate the best possible long-term
outcomes for our employees, clients, and shareholders.
- Promotion of a diverse and
inclusive workforce through policies as well as supporting
benefits, including personal, family, health and wellbeing
activities.
- Regular reviews of resourcing and
key person exposures are undertaken as part of business line
reviews and the fund and portfolio company review processes.
- The Remuneration Committee oversees
the Directors’ Remuneration Policy and its application to senior
employees, and reviews and approves incentive arrangements to
ensure they are appropriate and in line with market practice.
Trend and Outlook
Attracting and retaining key people remains a
significant operational priority. We continue to focus on strategic
hiring across the firm to support our strategy of scaling the
business by ensuring we have the breadth and depth of expertise to
execute on the long-term opportunities ahead. Building on the
investments we made in FY23, we have continued to welcome a number
of senior hires across the organisation, including the appointment
of senior investment executives, client-facing executives and
operational leaders.
We have made senior appointments across many of
our investment teams enabling us to amplify our team across the
breadth of our investment strategies. Within fund marketing we have
focused on growing our team in North America, with a focus on both
consultant and institutional relationships, as well as broadening
our geographical penetration with key senior appointments on the US
West Coast and Canada. We have evolved our organisation design
within Client Relations by on-boarding experienced Managing
Directors to further elevate our efforts in engaging with a
sophisticated client base across a broader range of products.
Staff turnover has trended downwards, from 16.8%
to 12.8%, as market dynamics have shifted and the recruitment
market has slowed down. While strong candidates remain in demand we
continue to be successful in attracting hires at all levels of
experience and at the high calibre required for the Group. This
year, we have been able to make senior, external hires into the
roles of CFO and COO. Over the past three years, we have
furthermore recruited a number senior investment leaders and team
executives, including into the newly created role of Global Head of
Real Estate; portfolio managers and investment teams focusing on
European and Asian Real Estate Equity, Asian Infrastructure Equity,
European Large Cap and Mid-Market Corporates, US Liquid Credit, and
US and European Private Credit. We have also externally recruited a
Global Head of CRM as well as senior fundraising executives in
North America and EMEA.
Legal, Regulatory and Tax Risk
Risk appetite: Low
Executive Director Responsible: David
Bicarregui
Risk Description
Regulation defines the overall framework for the
marketing distribution and investment management of the Group’s
strategies and supporting the Group’s business operations. The
failure of the Group to comply with the relevant rules of
professional conduct and laws and regulations could expose the
Group to regulatory censure, penalties or legal action.
Additionally, the increase in demand for
tax-related transparency means that tax rules are continuing to
evolve. This raises a complex mix of tax implications for the
Group, in particular for transfer pricing, permanent establishment
and fund structuring processes. The tax authorities could challenge
the Group’s interpretation of tax rules, resulting in additional
tax liabilities.
Changes in the legal and regulatory and tax
framework applicable to the Group’s business may also disrupt the
markets in which the Group operates and affect the way the Group
conducts its business. This could in turn increase the cost base,
lessen competitiveness, reduce future revenues and profitability,
or require the Group to hold more regulatory capital.
Key Controls and Mitigation
- Compliance and Legal functions are
dedicated to understanding and fulfilling regulatory and legal
expectations on behalf of the Group, including interactions with
our regulators and relevant industry bodies. The functions provide
guidance to, and oversight of, the business in relation to
regulatory and legal obligations.
- Compliance undertakes routine
monitoring and deep-dive activities to assess compliance with
relevant regulations and legislation.
- The Tax function has close
involvement with significant Group transactions, fund structuring
and business activities, both to proactively plan the most tax
efficient strategy and to manage the impact of business
transactions on previously taken tax positions.
- Regulatory, legislative and tax
developments are continually monitored to ensure we engage early in
any areas of potential change.
Trend and Outlook
ICG continues to operate across a complex global
regulatory environment. As the nature and focus of regulation and
laws evolve, the Group continually adapts to meet regulatory
obligations. Regulatory engagement through FY24 has focused on
internal regulatory initiatives including the Group’s establishment
of an EU branch structure. Proactive engagement on emerging focus
areas for instance providing thought leadership on AIFMD II has
helped the regulatory risk profile remain broadly stable.
Legal risk continues to be impacted by the
continued regulatory focus on the sector, which we anticipate may
lead to an evolution of the existing applicable legal framework for
the business, as well as uncertainty due to forthcoming elections
in the US, UK and other jurisdictions. It also remains the case
that the Group is subject to litigation risk, which may increase as
the Group’s business expands and becomes more complex.
The Pillar One and Two Model rules (also
referred to as the ‘Anti Global Base Erosion’ or ‘GloBE’ rules)
will be implemented from 1 April 2024 (financial year ending 31
March 2025). The Group’s trading activities within the FMC are
subject to tax at the relevant statutory rates in the jurisdictions
in which income is earned. Pillar One (reallocation of taxes across
jurisdictions) is not expected to apply for the Group based on the
worldwide revenue threshold. For Pillar Two, the Group has
performed an impact analysis on the Pillar Two proposals for a
global minimum tax rate of 15% and does not expect the
implementation to be significant.
The Group remains responsive to a wide range of
developing regulatory areas and the increase in regulatory scrutiny
around private markets more generally, and continues to invest in
the Compliance, Legal and Tax teams to ensure the Group maintains
appropriate and relevant coverage.
Operational Resilience Risk
Risk appetite: Low to moderate
Executive Director Responsible: David
Bicarregui
Risk Description
The Group is exposed to a wide range of threats
which can impact our operational resilience. Natural disasters,
cyber threats, terrorism, environmental issues, and pandemics have
the potential to cause significant business disruption and change
our working environment. Our disaster recovery and business
continuity plans may not be sufficient to mitigate the damage that
may result from such a disaster or disruption. Additionally, the
failure of the Group to deliver an appropriate information security
platform could result in unauthorised access by malicious third
parties, breaching the confidentiality, integrity and availability
of our data and systems. Regardless of the source, any critical
system failure or material loss of service availability could
negatively impact the Group’s reputation and our ability to
maintain continuity of operations and provide services to our
clients.
Key Controls and Mitigation
- Operational resilience, in
particular cyber security, is top of the Group’s Board and
Leadership agenda, and the adequacy of the Group’s response is
reviewed on an ongoing basis.
- Business Continuity and Disaster
Recovery plans are reviewed and approved on at least an annual
basis by designated plan owners, and preparedness exercises are
complemented by an automated Business Continuity Planning
tool.
- Providing laptops for all employees
globally removes the physical dependency on the office and allows
employees to work securely from home.
- The Group’s technology environment
is continually maintained and subject to regular testing, such as
penetration testing, vulnerability scans and patch management.
Technology processes and controls are also upgraded where
appropriate to ensure ongoing technology performance and
resilience.
- An externally managed security
operations centre supplies the Group with skilled security experts
and technology to proactively detect and prevent potential threats
and to recover from security incidents, including cyber
attacks.
Trend and Outlook
We have continued to invest in our platform to
support the increasing breath and scale of our business and to
position ICG for future growth, as noted in the CEO review on page
4.
To maintain pace with the ever-evolving threat
landscape, the Group continues to invest in systems and services
that improve our ability to respond to business continuity events
of all forms. Effective oversight of technology and business facing
third-party suppliers forms one of the cornerstones of the Group’s
ongoing business continuity programme and a key part of the Group’s
regular business continuity and disaster recovery testing
regime.
As part of the Group’s commitment to cyber and
information security, ICG certified against the ISO27001 framework
in the early part of FY24. Up-to-date and maintained cyber hygiene,
vulnerability scanning, technical surveillance countermeasures
alongside user education make up the core components of the Group’s
cyber security with external threat intelligence used to inform
investments in solutions to ensure our data is protected and
secure.
Third Party Provider Risk
Risk appetite: Moderate
Executive Director Responsible: David
Bicarregui
Risk Description
The Group outsources a number of functions to
third-party providers as part of our business model, as well as
managing service provider arrangements on behalf of our funds. The
most significant third-party provider relationships for both the
Group and the funds are Third Party Administrators (TPAs). The risk
that the TPAs fail to deliver services in accordance with their
contractual obligations could compromise our operations and impair
our ability to respond in a way which meets both client and
stakeholder expectations and requirements. Any future over reliance
on one or a very limited number of TPAs in a specific and important
business area could also expose the Group to heightened levels of
risk, particularly if the service is not easily substitutable.
Additionally, the failure of the Group to maintain sufficient
knowledge, understanding and oversight of the controls and
processes in place to proactively manage our TPAs could damage the
quality and reliability of these TPA relationships.
Key Controls and Mitigation
– The TPA oversight framework consists of policies,
procedures, and tools to govern the oversight of key suppliers,
including our approach to selection, contracting and on-boarding,
management and monitoring, and termination and exit. In particular,
we undertake initial and ongoing due diligence of our TPAs to
identify and effectively manage the business risks related to the
delegation or outsourcing of our key functions.
– Ongoing monitoring of the services delivered by our
TPAs is delivered through regular oversight interactions where
service levels are compared to the expected standards documented in
service agreements and agreed-upon standards.
Trend and Outlook
The Group has continued to embed the TPA
Governance and Oversight Framework during the course of the year,
gathering consistent evidence of the ongoing performance of our
TPAs.
This has allowed the respective operational
oversight teams to identify trends and themes that impact service
levels and provides a guide to where additional oversight
activities are required. The teams work in partnership with our
TPAs to ensure consistent performance levels are maintained and
issues are redressed on a timely basis.
The KPI reporting also allows the Group to
benchmark the performance of our TPAs against each other, thereby
providing information to support a decision around potential
rationalisation of the portfolio. Going forward, the Group will
continue to assess the potential for improved operational
efficiency and streamlined investor experience in reaching a
decision on the appropriate number of TPAs to utilise.
Key Business Process Risk
Risk appetite: Moderate
Executive Director Responsible: David
Bicarregui
Risk Description
All operational activities at the Group follow
defined business processes. We face the risk of errors in existing
processes, or from new processes as a result of the growth of the
business and ongoing change activity which inherently increases the
profile of operational risks across our business. The Group
operates within a system of internal controls that provides
oversight of business processes, which enables our business to be
transacted and strategies and decision making to be implemented
effectively. The risk of failure of significant business processes
and controls could compromise our operations and disadvantage our
clients, or expose the Group to unanticipated financial loss,
regulatory censure, or damage to our reputation. This could in turn
materially reduce our profitability.
Key Controls and Mitigation
– Key business processes are regularly reviewed, and the
risks and controls are assessed through the Risk and Control
Self-Assessment (RCSA) process.
– A ‘three lines of defence’ model is in place, which
ensures clarity over individual and collective responsibility for
process risk management and to ensure policies, procedures and
activities have been established and are operating as intended.
– Regular reporting and ongoing monitoring of underlying
causes of operational risk events, to identify enhancements that
require action.
– A well-established incident management processes for
dealing with system outages that impact important business
processes.
– An annual review of the Group’s material controls is
undertaken by senior management and Executive Directors.
Trend and Outlook
Our RMF defines our approach to the
identification, assessment, management and reporting of operational
risks and associated controls across the business. There were no
significant changes to the Group’s RMF’s overall approach to risk
governance or its operation in the period, however the rollout of
the new Governance, Risk and Compliance (GRC) system should see
enhancements to the existing approach as well as potentially
reducing the residual risk of business process risk through
enhanced risk data and a more holistic view of our risk
environment.
We monitor underlying causes of errors to
identify areas for action, promoting a culture of accountability
and continuously improving how we address issues. We also continue
to enhance the RMF. Against the backdrop of macroeconomic
uncertainty, and growth of the business, the operational risk
profile has remained broadly stable with operational losses in line
with previous years. Investment Operations, Fund Accounting and
Finance continue to be the most material operational risk
areas.
Key Business Process Risk exposure is elevated
due to ongoing operational changes as the Group continues to make
progress on the strategic initiative of “Scaling up and Scaling
Out” by improving the scalability of our operations platform by
implementing systems, enhancing infrastructure to manage our growth
plans more effectively, and investing in the operations platform
itself. Transformation and project activity, including workflow
automation, is anticipated to yield more efficient and automated
processes and a reduction in operational risk over the medium
term.
RESPONSIBILITY STATEMENT
The responsibility statement below has been
prepared in connection with the Company's full annual report for
the year ending 31 March 2024. Certain parts thereof are not
included within this announcement.
We confirm to the best of our knowledge:
- the financial
statements, prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
and the undertakings included in the consolidation taken as a
whole; and
- the management
report, which is incorporated into the directors' report, includes
a fair review of the development and performance of the business
and the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties they face.
This responsibility statement was approved by
the Board of Directors on 27 May 2024 and is signed on its behalf
by:
|
|
|
Benoît Durteste |
|
David Bicarregui |
CEO |
|
CFO |
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2024
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
|
£m |
£m |
Fee and other operating income |
554.8 |
483.6 |
Finance loss |
(10.5) |
(17.1) |
Net gains on investments |
405.3 |
172.5 |
Total Revenue |
949.6 |
639.0 |
Other income |
21.6 |
15.5 |
Finance
costs |
(49.5) |
(64.6) |
Administrative
expenses |
(390.5) |
(343.3) |
Share of results of joint ventures accounted for using the equity
method |
(0.4) |
4.4 |
Profit before tax from continuing operations |
530.8 |
251.0 |
Tax charge |
(62.4) |
(29.4) |
Profit after tax from continuing operations |
468.4 |
221.6 |
Profit/ (loss) after tax on discontinued operations |
6.0 |
56.8 |
Profit for the year |
474.4 |
278.4 |
|
|
|
Attributable to: |
|
|
Equity holders of
the parent |
473.4 |
280.6 |
Non-controlling interests |
1.0 |
(2.2) |
|
474.4 |
278.4 |
|
|
|
Earnings per share attributable to ordinary equity holders
of the parent |
|
|
Basic (pence) |
165.5p |
98.2p |
Diluted (pence) |
162.1p |
97.0p |
|
|
|
Earnings per share for profit from continuing operations
attributable to ordinary equity holders of the parent |
|
|
Basic (pence) |
163.4p |
77.6p |
Diluted (pence) |
160.1p |
76.6p |
The accompanying notes 1 to 33 are an integral
part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the year ended 31 March 2024
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
Group |
£m |
£m |
Profit after tax |
474.4 |
278.4 |
Items that may be subsequently reclassified to profit or
loss if specific conditions are met |
|
|
Exchange differences on translation of foreign operations |
(4.6) |
19.5 |
Deferred tax on equity investments translation |
(0.2) |
3.9 |
Total comprehensive income for the year |
469.6 |
301.8 |
|
|
|
Attributable to: |
|
|
Equity holders of
the parent |
468.6 |
304.0 |
Non-controlling interests |
1.0 |
(2.2) |
|
469.6 |
301.8 |
The accompanying notes 1 to 33 are an integral
part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at 31 March 2024
|
31 March 2024
Group |
31 March 2023
Group |
|
£m |
£m |
Non-current assets |
|
|
Intangible
assets |
15.0 |
14.9 |
Property, plant
and equipment |
79.2 |
88.2 |
Investment
property |
82.7 |
0.8 |
Investment in
Joint Venture accounted for under the equity method |
0.0 |
5.8 |
Trade and other
receivables |
36.1 |
37.1 |
Financial assets
at fair value |
7,391.5 |
7,036.6 |
Derivative
financial assets |
4.9 |
8.4 |
Deferred tax asset |
36.4 |
17.6 |
|
7,645.8 |
7,209.4 |
Current assets |
|
|
Trade and other
receivables |
389.6 |
232.0 |
Current tax
debtor |
19.1 |
57.0 |
Financial assets
at fair value |
73.2 |
4.7 |
Derivative
financial assets |
4.4 |
13.6 |
Cash and cash equivalents |
990.0 |
957.5 |
|
1,476.3 |
1,264.8 |
Assets of disposal groups held for sale |
— |
578.3 |
Total assets |
9,122.1 |
9,052.5 |
Non-current liabilities |
|
|
Trade and other
payables |
66.0 |
71.1 |
Financial
liabilities at fair value |
4,602.3 |
4,572.7 |
Financial
liabilities at amortised cost |
1,197.0 |
1,478.2 |
Other financial
liabilities |
99.2 |
79.6 |
Derivative
financial liabilities |
— |
0.9 |
Deferred tax liabilities |
22.4 |
35.5 |
|
5,986.9 |
6,238.0 |
Current liabilities |
|
|
Trade and other
payables |
529.2 |
471.4 |
Current tax
creditor |
37.8 |
14.8 |
Financial
liabilities at amortised cost |
250.4 |
58.5 |
Other financial
liabilities |
8.9 |
5.8 |
Derivative financial liabilities |
9.2 |
14.8 |
|
835.5 |
565.3 |
Liabilities of disposal groups held for sale |
— |
204.0 |
Total liabilities |
6,822.4 |
7,007.3 |
Equity and reserves |
|
|
Called up share
capital |
77.3 |
77.3 |
Share premium
account |
181.3 |
180.9 |
Other
reserves |
55.8 |
19.0 |
Retained earnings |
1,987.5 |
1,742.6 |
Equity attributable to owners of the Company |
2,301.9 |
2,019.8 |
Non-controlling interest |
(2.2) |
25.4 |
Total equity |
2,299.7 |
2,045.2 |
Total equity and liabilities |
9,122.1 |
9,052.5 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended 31 March 2024
|
Year ended
31 March 2024
Group |
Year ended
31 March 2023
Group |
|
£m |
£m |
Cash flows generated from operations |
297.1 |
324.0 |
Taxes paid |
(41.2) |
(32.4) |
Net cash flows from operating activities |
255.9 |
291.6 |
Investing activities |
|
|
Purchase of
intangible assets |
(6.3) |
(4.7) |
Purchase of
property, plant and equipment |
(3.2) |
(6.5) |
Net cash flow
from derivative financial instruments |
31.5 |
(58.8) |
Cash flow as a result of change in control of subsidiary |
49.5 |
200.8 |
Net cash flows from investing activities |
71.5 |
130.8 |
Financing activities |
|
|
Purchase of own
shares |
— |
(38.9) |
Payment of
principal portion of lease liabilities |
(8.4) |
(6.8) |
Repayment of
long-term borrowings |
(50.7) |
(194.6) |
Dividends paid to equity holders of the parent |
(223.4) |
(236.4) |
Net cash flows used in financing activities |
(282.5) |
(476.7) |
Net increase/(decrease) in cash and cash equivalents |
44.9 |
(54.3) |
Effects of
exchange rate differences on cash and cash equivalents |
(12.4) |
20.0 |
Cash and cash equivalents at 1 April |
957.5 |
991.8 |
Cash and cash equivalents at 31 March |
990.0 |
957.5 |
The Group’s cash and cash equivalents include
£362.6m (2023: £407.5m) of restricted cash held principally by
structured entities controlled by the Group (see note 6).
The accompanying notes 1 to 33 are an integral
part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
|
|
|
Other reserves |
|
|
|
|
|
Share
capital
(note 22) |
Share
premium
(note 22) |
Capital redemption reserve1 |
Share based payments reserve
(note 24) |
Own
shares3
(note 23) |
Foreign currency translation reserve2 |
Retained
earnings |
Total |
Non-controlling interest |
Total
equity |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Balance at 1 April 2023 |
77.3 |
180.9 |
5.0 |
73.3 |
(103.4) |
44.1 |
1,742.6 |
2,019.8 |
25.4 |
2,045.2 |
Profit after
tax |
— |
— |
— |
— |
— |
— |
473.4 |
473.4 |
1.0 |
474.4 |
Exchange
differences on translation of foreign operations |
— |
— |
— |
— |
— |
(4.6) |
— |
(4.6) |
— |
(4.6) |
Deferred tax on equity investments translation |
— |
— |
— |
— |
— |
(0.2) |
— |
(0.2) |
— |
(0.2) |
Total comprehensive income/(expense) for the
year |
— |
— |
— |
— |
— |
(4.8)
|
473.4 |
468.6 |
1.0 |
469.6 |
Adjustment of non-controlling interest on disposal of
subsidiary |
— |
— |
— |
— |
— |
— |
— |
— |
(28.6) |
(28.6) |
Issue of share
capital |
0.0
|
— |
— |
— |
— |
— |
— |
0.0
|
— |
0.0
|
Options/awards
exercised4 |
— |
0.4 |
— |
(33.7) |
24.2 |
— |
(5.1) |
(14.2) |
— |
(14.2) |
Tax on
options/awards exercised |
— |
— |
— |
7.2
|
— |
— |
— |
7.2
|
— |
7.2
|
Credit for equity
settled share schemes |
— |
— |
— |
43.9 |
— |
— |
— |
43.9 |
— |
43.9 |
Dividends paid (note 14) |
— |
— |
— |
— |
— |
— |
(223.4) |
(223.4) |
— |
(223.4) |
Balance at 31 March 2024 |
77.3 |
181.3 |
5.0 |
90.7 |
(79.2)
|
39.3 |
1,987.5 |
2,301.9 |
(2.2)
|
2,299.7 |
|
|
|
Other reserves |
|
|
|
|
|
Share
capital
(note 22) |
Share
premium
(note 22) |
Capital redemption reserve1 |
Share based payments reserve
(note 24) |
Own
shares3
(note 23) |
Foreign currency translation reserve2 |
Retained
earnings |
Total |
Non-controlling interest |
Total
equity |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Balance at 1 April 2022 |
77.3 |
180.3 |
5.0 |
67.5 |
(93.0) |
20.7 |
1,714.0 |
1,971.8 |
30.0 |
2,001.8 |
Profit after tax |
— |
— |
— |
— |
— |
— |
280.6 |
280.6 |
(2.2) |
278.4 |
Exchange
differences on translation of foreign operations |
— |
— |
— |
— |
— |
19.5 |
— |
19.5 |
— |
19.5 |
Deferred tax on equity investment translation |
— |
— |
— |
— |
— |
3.9 |
— |
3.9 |
— |
3.9 |
Total comprehensive income/(expense) for the
year |
— |
— |
— |
— |
— |
23.4 |
280.6 |
304.0 |
(2.2) |
301.8 |
Adjustment of non-controlling interest on disposal of
subsidiary |
— |
— |
— |
— |
— |
— |
(1.3) |
(1.3) |
(31.1) |
(32.4) |
Acquisition of
non-controlling interest |
— |
— |
— |
— |
— |
— |
— |
— |
28.7 |
28.7 |
Issue of share
capital |
0.0 |
— |
— |
— |
— |
— |
— |
0.0 |
— |
0.0 |
Own shares
acquired in the year |
— |
— |
— |
— |
(38.9) |
— |
— |
(38.9) |
— |
(38.9) |
Options/awards
exercised4 |
— |
0.6 |
— |
(31.3) |
28.5 |
— |
(14.3) |
(16.5) |
— |
(16.5) |
Tax on
options/awards exercised |
— |
— |
— |
(2.4) |
— |
— |
— |
(2.4) |
— |
(2.4) |
Credit for equity
settled share schemes |
— |
— |
— |
39.5 |
— |
— |
— |
39.5 |
— |
39.5 |
Dividends paid (note 14) |
— |
— |
— |
— |
— |
— |
(236.4) |
(236.4) |
— |
(236.4) |
Balance at 31 March 2023 |
77.3 |
180.9 |
5.0 |
73.3 |
(103.4) |
44.1 |
1,742.6 |
2,019.8 |
25.4 |
2,045.2 |
- The capital
redemption reserve is a reserve created when a company buys its own
shares which reduces its share capital. £1.4m of the balance
relates to the conversion of ordinary shares and convertible shares
into ordinary shares in 1994. The remaining £3.6m relates to the
cancellation of treasury shares in 2015.
- Other comprehensive
income/(expense) reported in the foreign currency translation
reserve represents foreign exchange gains and losses on the
translation of subsidiaries reporting in currencies other than
sterling.
- The movement in the
Group Own shares reserve in respect of Options/awards exercised,
represents the employee shares vesting net of personal taxes and
social security.
- The associated
personal taxes and social security liabilities are settled by the
Group with the equivalent value of shares retained in the Own
shares reserve.
The accompanying notes 1 to 33 are an integral part of these
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General information and basis of
preparation
General information
Intermediate Capital Group plc (the ‘Parent
Company’, ‘Company’ or ‘ICG plc’) is a public company limited by
shares, incorporated, domiciled and registered in England and Wales
under the Companies Act, with the company registration number
02234775. The registered office is Procession House, 55 Ludgate
Hill, New Bridge Street, London EC4M 7JW.
The consolidated financial statements for the
year to 31 March 2024 comprise the financial statements of the
Parent Company and its consolidated subsidiaries (collectively, the
‘Group’). The nature of the Group’s operations and its principal
activities are detailed in the Strategic Report.
Basis of preparation
The consolidated financial statements of the
Group are prepared in accordance with UK-adopted international
accounting standards (‘UK-adopted IAS’).
The financial statements have been prepared on a
going concern basis and under the historical cost convention,
except for financial instruments and investment property that are
measured at fair value through profit and loss at the end of the
reporting period, as detailed in note 5 and note 18, respectively,
and certain investments in associates and joint ventures held for
venture capital purposes, as detailed in note 29.
In the application of the Group’s accounting
policies, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The judgements, estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision
affects both current and future periods. Details of the critical
judgements made, and key sources of estimation uncertainty, are
included in note 1 and in the note to which the critical judgement
or source of estimation uncertainty relates.
In preparing the financial statements, the
Directors have considered the impact of potential climate-related
risks on a number of key estimates within the financial statements,
including:
- the valuation of financial assets;
and
- the application of the Group’s
revenue recognition policy, primarily the impact on the net asset
value (‘NAV’) of funds on which performance-related fees are
generated.
Overall, the Directors concluded that
climate-related risks do not have a material impact on the
financial reporting judgements and estimates in the current year.
This reflects the conclusion that climate change is not expected to
have a significant impact on the Group’s short-term cash flows
including those considered in the going concern and viability
assessments.
The accounting policies as set out in the notes
to the accounts have been applied consistently to all periods
presented in these consolidated financial statements.
Basis of consolidation
The Group’s financial statements consolidate the
results of Intermediate Capital Group plc and entities controlled
by the Company for the period to 31 March each year. Control is
achieved when the Company has power over the relevant activities of
the investee, exposure to variable returns from the investee, and
the ability to affect those returns through its power over the
investee.
The assessment of control is based on all
relevant facts and circumstances and the Group reassesses its
conclusion if there is an indication that there are changes in
facts and circumstances. Subsidiaries are included in the
consolidated financial statements from the date that control
commences, until the date that control ceases. See note 27 which
lists the Group’s subsidiaries and controlled structured
entities.
Each component of other comprehensive income and
profit or loss is attributed to the owners of the Company and to
the non-controlling interests.
Adjustments are made where required to the
financial statements of subsidiaries for consistency with the
accounting policies of the Group. All intra-group transactions,
balances, unrealised income and expenses are eliminated on
consolidation.
1. General information and basis of preparation
continued
Key accounting judgements and estimates in the
application of accounting policies
Key accounting judgements
In preparing the financial statements, apart
from those involving estimations, two key accounting judgements
have been made by the Directors in the application of the Group’s
accounting policies which have the most significant effect on the
amounts recognised in the consolidated financial statements:
- The Group’s assessment as to
whether it controls certain investee entities, including
third-party funds and carried interest partnerships, and is
therefore required to consolidate the investee, as detailed above.
The Group’s assessment of this critical judgement is discussed
further in note 27.
- The application of the Group’s
revenue recognition policy in respect of the performance fee
component of management fees. Judgement is primarily applied in
considering the timings of when expected performance conditions
will be met and the appropriate constraint to be applied. The
Group’s assessment of this key accounting judgement is discussed
further in note 3.
Key sources of estimation
uncertainty
The key sources of estimation uncertainty at the
reporting date, that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year, results from the
Group’s assessment of fair value of its financial assets and
liabilities (discussed further in note 5 and note 7) and the impact
of this assessment on trade and other payables related to the Deal
Vintage Bonus (‘DVB’) - see notes 12 and 20.
Key accounting judgements and the Group’s
assessment of fair value of its financial assets and liabilities
are reviewed by the Audit Committee during the year and its
involvement in the process is included in its report.
Foreign currencies
The functional currency of the Company is
sterling as the Company’s shares are denominated in sterling and
the Company’s costs are primarily incurred in sterling. The Group
has determined the presentational currency of the Group is the
functional currency of the Company. Information is presented to the
nearest million (£m).
Transactions denominated in foreign currencies
are translated using the exchange rates prevailing at the date of
the transactions. At each reporting date, monetary assets and
liabilities denominated in a foreign currency are retranslated at
the rates prevailing at the reporting date. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at
fair value are translated at the rate prevailing at the date the
fair value was determined. Non-monetary items that are measured at
historical cost are translated using rates prevailing at the date
of the transaction.
The assets and liabilities of the Group’s
foreign operations are translated using the exchange rates
prevailing at the reporting date. Income and expense items are
translated using the average exchange rates during the year.
Exchange differences arising from the translation of foreign
operations are taken directly to the foreign currency translation
reserve. On disposal of a foreign operation, exchange differences
previously recognised in other comprehensive income are
reclassified to the income statement.
Going concern
The financial statements are prepared on a going
concern basis, as the Board is satisfied that the Group have the
resources to continue in business for a period of at least 18
months from approval of the financial statements.
In assessing the Group’s ability to continue in
its capacity as a going concern, the Board considered a wide range
of information relating to present and future projections of
profitability and liquidity. The assessment also incorporates
internally generated stress tests, including reverse stress
testing, on key areas including fund performance risk and external
environmental risk. The stress tests used were based upon an
assessment of reasonably possible downside economic scenarios that
the Group could be exposed to.
The review showed the Group has sufficient
liquidity in place to support its business operations for the
foreseeable future. Accordingly, the Directors have a reasonable
expectation the Group has resources to continue as a going concern
to 30 November 2025, an 18 month period from the date of approval
of the financial statements.
2. Changes in accounting policies and
disclosures
New and amended standards and
interpretations
The new and amended standards and
interpretations that are issued, but not yet effective, up to the
date of issuance of the Group’s financial statements are disclosed
below. The Group intends to adopt these standards, if applicable,
when they become effective. These new standards are not expected to
have a material impact on the Group. No new standard implemented
during the year had a material impact on the Group financial
statements.
IFRS/IAS |
|
Accounting periods commencing on or after |
IAS 12 |
International Tax Reform - Pillar Two Model Rules |
1 January 2024 |
IAS 1 |
Classification of Liabilities as Current or Non-current |
1 January 2024 |
IAS 1 |
Non-current Liabilities with Covenants |
1 January 2024 |
IFRS 16 |
Lease Liability in a Sale and Leaseback |
1 January 2024 |
IAS 7 and IFRS 7 |
Supplier finance arrangements |
1 January 2024 |
Changes in significant accounting policies
No changes to significant accounting policies
were implemented.
3. Revenue
Revenue and its related cash flows, within the scope of IFRS 15
‘Revenue from Contracts with Customers’, are derived from the
Group’s fund management company activities and are presented net of
any consideration payable to a customer in the form of rebates. The
significant components of the Group’s fund management revenues are
as follows:
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
Type of contract/service |
£m |
£m |
Management fees1 |
552.7 |
481.6 |
Other income |
2.1 |
2.0 |
Fee and other operating income |
554.8 |
483.6 |
1Included within management fees is
£76.2m (2023: £22.4m) of performance related fees.
Management fees
The Group earns management fees from its investment management
services. Management fees are charged on third-party capital
managed by the Group and are based on an agreed percentage of
either committed capital, invested capital or NAV, dependent on the
fund. Management fees comprise both non-performance and
performance-related fee elements related to one contract
obligation. Non-performance-related management fees for the year of
£476.5m (2023: £459.2m) are charged in arrears and are recognised
in the period services are performed.
Performance-related management fees
(‘performance fees’) are recognised only to the extent it is highly
probable that there will not be a significant reversal of the
revenue recognised in the future. This is generally towards the end
of the contract period or upon early liquidation of a fund. The
estimate of performance fees is made with reference to the
liquidation profile of the fund, which factors in portfolio exits
and timeframes. For certain funds the estimate of performance fees
is made with reference to specific requirements. A constraint is
applied to the estimate to reflect uncertainty of future fund
performance. Performance fees of £76.2m (2023: £22.4m) have been
recognised in the year. Performance fees will only be crystallised
and received in cash when the relevant fund performance hurdle is
met.
There are no other individually significant
components of revenue from contracts with customers.
Key accounting judgement
A key judgement for the Group is whether performance fees will meet
their expected performance conditions within the expected
timeframes. The Group bases its assessment on the best available
information pertaining to the funds and the activity of the
underlying assets within that fund. The valuation of the underlying
assets within a fund will be subject to fluctuations in the future,
including the impact of macroeconomic factors outside the Group’s
control. The information on which this judgement is based is the
liquidation NAV of the relevant funds (which are subject to annual
audit).
The Directors base their projected views on a
24-month look-forward basis, the ‘forecast period’, from the year
end. The Directors believe they have a reasonable basis on which to
judge expected exits and value within a 24-month horizon, but not
beyond that.
Within this forecast period, the Directors will
consider funds that have either reached their hurdle rate or are
expected to reach the hurdle rate in the forecast period. In
determining whether a fund is expected to reach the hurdle rate,
the key inputs are the latest expected repayment dates of the
underlying assets and expected proceeds on realisation, as approved
by the Fund Investment Committees.
Where the hurdle date is expected to be reached
within 24 months of the year end but performance fees are not yet
paid, a constraint will be applied within the determination of the
performance fee receivable. Application of the constraint limits
the revenue recognised. This is assessed on a case-by-case
basis.
The weighted-average constraint at the reporting
date is 56% (2023: 43%). If the average constraint were to increase
by 10 percentage points to 66% (2023: 53%) this would result in a
reduction in revenue of £15.88m (2023: £1.13m). Conversely, a 10%
decrease in constraint would result in an increase in revenue of
£15.88m (2023: £1.13m) being recognised in the income statement. In
certain limited circumstances performance fees received may be
subject to clawback provisions if the performance of the fund
deteriorates materially following the receipt of performance
fees.
4. Segmental reporting
For management purposes, the Group is organised
into two operating segments, the Fund Management Company (‘FMC’)
and the Investment Company (‘IC’) which are also reportable
segments. In identifying the Group’s reportable segments,
management considered the basis of organisation of the Group’s
activities, the economic characteristics of the operating segments,
and the type of products and services from which each reportable
segment derives its revenues. Total reportable segment figures are
alternative performance measures (‘APM’).
The Executive Directors, the chief operating decision makers,
monitor the operating results of the FMC and the IC for the purpose
of making decisions about resource allocation and performance
assessment. The Group does not aggregate the FMC and IC as those
segments do not have similar economic characteristics. Information
about these segments is presented below.
The FMC earns fee income for the provision of investment management
services and recognises the fair value movement on any associated
hedging derivatives and incurs the majority of the Group’s costs in
delivering these services, including the cost of the investment
teams and the cost of support functions, primarily marketing,
operations, information technology and human resources.
The IC is charged a management fee of 1% of the carrying value of
the average balance sheet investment portfolio by the FMC and this
is shown below as the Inter-segmental fee. It also recognises the
fair value movement on any hedging derivatives. The costs of
finance, treasury and legal teams, and other Group costs primarily
related to being a listed entity, are allocated to the IC. The
remuneration of the Executive Directors is allocated equally to the
FMC and the IC.
The amounts reported for management purposes in the tables below
are reconciled to the UK-adopted IAS reported amounts on the
following pages.
|
Year ended 31 March 2024 |
|
Year ended 31 March 2023 |
|
FMC |
IC |
Reportable segments Total |
|
FMC |
IC |
Reportable segments Total |
|
£m |
£m |
£m |
|
£m |
£m |
£m |
External fee income |
579.1 |
— |
579.1 |
|
501.0 |
2.6 |
503.6 |
Inter-segmental
fee |
25.0 |
(25.0) |
— |
|
25.0 |
(25.0) |
—
|
Other operating income |
0.9 |
1.0 |
1.9 |
|
0.5 |
1.7 |
2.2 |
Fund management fee income |
605.0 |
(24.0)
|
581.0 |
|
526.5 |
(20.7)
|
505.8 |
Net investment returns |
— |
379.3 |
379.3 |
|
—
|
102.3 |
102.3 |
Dividend
income |
47.0 |
— |
47.0 |
|
40.2 |
—
|
40.2 |
Net fair value (loss)/gain on derivatives |
— |
(7.3) |
(7.3) |
|
(26.8) |
16.8 |
(10.0) |
Total revenue |
652.0 |
348.0 |
1,000.0 |
|
539.9 |
98.4 |
638.3 |
Interest income |
—
|
21.5 |
21.5 |
|
—
|
13.9 |
13.9 |
Interest
expense |
(2.2) |
(45.8) |
(48.0) |
|
(2.2) |
(61.8) |
(64.0) |
Staff costs |
(101.0) |
(21.4) |
(122.4) |
|
(85.0) |
(20.0) |
(105.0) |
Incentive scheme
costs |
(113.3) |
(58.6) |
(171.9) |
|
(92.2) |
(59.6) |
(151.8) |
Other administrative expenses |
(61.0) |
(20.4) |
(81.4) |
|
(49.8) |
(23.5) |
(73.3) |
Profit before tax and discontinued operations |
374.5 |
223.3 |
597.8 |
|
310.7 |
(52.6)
|
258.1 |
Reconciliation of APM amounts reported for
management purposes to the financial statements reported under
UK-adopted IAS
Included in the following tables within
Consolidated entities are statutory adjustments made to the
following. The impact of these adjustments on profit before tax is
shown in the table on the following page:
- All income generated from the
balance sheet investment portfolio is presented as net investment
returns for Reportable segments purposes, under UK-adopted IAS it
is presented within gains on investments and other operating
income.
- Structured entities controlled by
the Group are presented as fair value investments for Reportable
segments, these entities are consolidated under UK-adopted IAS
within Consolidated entities.
- Seed investments are presented as
current financial assets for Reportable segments, these assets are
presented under UK-adopted IAS as current financial assets,
non-current financial assets or investment property within
Consolidated entities.
- Other adjustments necessary to
comply with UK-adopted IAS, including in respect of a fair value
gain of £60m recognised in FY23 within Consolidated entities and
subsequently recognised in FY24 within Reportable segments as this
asset is now expected to be sold to a third party and not
transferred to a fund.
4. Segmental reporting continued
Consolidated income
statement
|
Reportable segments |
Consolidated entities |
Financial statements |
Year ended 31 March 2024 |
£m |
£m |
£m |
Fund management fee income |
579.1 |
(26.4) |
552.7 |
Other operating income |
1.9 |
0.2 |
2.1 |
Fee and other income |
581.0 |
(26.2) |
554.8 |
Dividend income |
47.0 |
(47.0) |
— |
Net fair value loss on derivatives |
(7.3) |
(3.2) |
(10.5) |
Finance income/(loss) |
39.7 |
(50.2) |
(10.5) |
Net investment returns/gains on investments |
379.3 |
26.0 |
405.3 |
Total revenue |
1,000.0 |
(50.4) |
949.6 |
Other income |
21.5 |
0.1 |
21.6 |
Finance
costs |
(48.0) |
(1.5) |
(49.5) |
Staff costs |
(122.4) |
— |
(122.4) |
Incentive scheme
costs |
(171.9) |
— |
(171.9) |
Other administrative expenses |
(81.4) |
(14.8) |
(96.2) |
Administrative expenses |
(375.7) |
(14.8) |
(390.5) |
Share of results of joint ventures accounted for using
equity method |
— |
(0.4) |
(0.4) |
Profit before tax and discontinued operations |
597.8 |
(67.0) |
530.8 |
Tax charge |
(78.5) |
16.1 |
(62.4) |
Profit after tax from discontinued operations |
— |
6.0 |
6.0 |
Profit after tax and discontinued operations |
519.3 |
(44.9) |
474.4 |
|
Reportable segments |
Consolidated entities |
Financial statements |
Year ended 31 March 2023 |
£m |
£m |
£m |
Fund management fee income |
503.6 |
(22.0) |
481.6 |
Other operating income |
2.2 |
(0.2) |
2.0 |
Fee and other income |
505.8 |
(22.2) |
483.6 |
Dividend income |
40.2 |
(40.2) |
— |
Net fair value loss on derivatives |
(10.0) |
(7.1) |
(17.1) |
Finance income/(loss) |
30.2 |
(47.3) |
(17.1) |
Net investment returns/gains on investments |
102.3 |
70.2 |
172.5 |
Total revenue |
638.3 |
0.7 |
639.0 |
Other income |
13.9 |
1.6 |
5.0 |
Finance
costs |
(64.0) |
(0.6) |
(64.6) |
Staff costs |
(105.0) |
(0.1) |
(105.1) |
Incentive scheme
costs |
(151.8) |
0.2 |
(151.6) |
Other administrative expenses |
(73.3) |
(13.3) |
(86.6) |
Administrative expenses |
(330.1) |
(13.2) |
(343.3) |
Share of results of joint ventures accounted for using equity
method |
— |
4.4 |
4.4 |
Profit before tax and discontinued operations |
258.1 |
(7.1) |
251.0 |
Tax charge |
(28.8) |
(0.6) |
(29.4) |
Profit after tax from discontinued operations |
— |
56.8 |
56.8 |
Profit after tax and discontinued operations |
229.3 |
49.1 |
278.4 |
4. Segmental reporting continued
Consolidated statement of financial
position
|
2024 |
|
Reportable segments |
Consolidated entities |
Financial statements |
Year ended 31 March 2024 |
£m |
£m |
£m |
Non-current financial assets |
2,713.7 |
4,682.7 |
7,396.4 |
Other non-current
assets |
166.5 |
82.9 |
249.4 |
Cash |
627.4 |
362.6 |
990.0 |
Current financial
assets |
366.6 |
(289.0) |
77.6 |
Other current assets |
299.1 |
109.6 |
408.7 |
Total assets |
4,173.3 |
4,948.8 |
9,122.1 |
Non-current financial liabilities |
1,266.4 |
4,632.1 |
5,898.5 |
Other non-current
liabilities |
87.3 |
1.1 |
88.4 |
Current financial
liabilities |
268.4 |
0.1 |
268.5 |
Other current liabilities |
255.8 |
311.2 |
567.0 |
Total liabilities |
1,877.9 |
4,944.5 |
6,822.4 |
Equity |
2,295.4 |
4.3 |
2,299.7 |
Total equity and liabilities |
4,173.3 |
4,948.8 |
9,122.1 |
|
2023 |
|
Reportable segments |
Consolidated entities |
Financial statements |
Year ended 31 March 2023 |
£m |
£m |
£m |
Non-current financial assets |
2,642.2 |
4,402.8 |
7,045.0 |
Other non-current
assets |
158.4 |
6.0 |
164.4 |
Cash |
550.0 |
407.5 |
957.5 |
Current financial
assets |
282.4 |
(264.1) |
18.3 |
Other current assets |
243.7 |
623.6 |
867.3 |
Total assets |
3,876.7 |
5,175.8 |
9,052.5 |
Non-current financial liabilities |
1,558.0 |
4,573.4 |
6,131.4 |
Other non-current
liabilities |
104.5 |
2.1 |
106.6 |
Current financial
liabilities |
79.1 |
— |
79.1 |
Other current liabilities |
157.7 |
532.5 |
690.2 |
Total liabilities |
1,899.3 |
5,108.0 |
7,007.3 |
Equity |
1,977.4 |
67.8 |
2,045.2 |
Total equity and liabilities |
3,876.7 |
5,175.8 |
9,052.5 |
4. Segmental reporting continued
Consolidated statement of cash
flows
|
2024 |
|
Reportable
segments |
Consolidated
entities |
Financial
Statements |
|
£m |
£m |
£m |
Profit/(loss) before tax from continuing
operations |
597.8 |
(67.0) |
530.8 |
Adjustments for non-cash items: |
|
|
|
Fee and other
operating (income)/expense |
(581.0) |
26.2 |
(554.8) |
Net investment
returns |
(379.3) |
(26.0) |
(405.3) |
Net fair value
(gain)/loss on derivatives |
(23.5) |
0.7 |
(22.8) |
Impact of
movement in foreign exchange rates |
30.9 |
2.4 |
33.3 |
Interest
income |
(68.5) |
46.9 |
(21.6) |
Interest
expense |
48.0 |
1.5 |
49.5 |
Depreciation,
amortisation and impairment of property, plant, equipment and |
18.0 |
— |
18.0 |
Share-based
payment expense |
43.9 |
— |
43.9 |
Working
capital changes: |
|
|
|
Increase in trade
receivables |
(8.5) |
(80.2) |
(88.7) |
Increase/(decrease) in trade and other payables |
50.5 |
(68.2) |
(17.7) |
|
(271.7) |
(163.7) |
(435.4) |
Proceeds from
sale of current financial assets and disposal groups held for
sale |
319.2 |
— |
319.2 |
Purchase of
current financial assets and disposal groups held for sale |
(312.1) |
— |
(312.1) |
Purchase of
investments |
(322.5) |
(1,407.2) |
(1,729.7) |
Proceeds from
sales and maturities of investments |
403.0 |
1,830.1 |
2,233.1 |
Issuance of CLO
notes1 |
— |
— |
— |
Redemption of CLO
notes1 |
— |
(389.1) |
(389.1) |
Interest and
dividend income received |
122.2 |
372.0 |
494.2 |
Fee and other
operating income received |
492.0 |
4.4 |
496.4 |
Interest paid |
(49.3) |
(330.2) |
(379.5) |
Cash flow generated from/(used in) operations |
380.8 |
(83.7) |
297.1 |
Taxes paid |
(41.2) |
— |
(41.2) |
Net cash flows from/(used in) operating
activities |
339.6 |
(83.7) |
255.9 |
Investing activities |
|
|
|
Purchase of
intangible assets |
(6.3) |
— |
(6.3) |
Purchase of
property, plant and equipment |
(3.2) |
— |
(3.2) |
Net cash flow
from derivative financial instruments |
31.5 |
— |
31.5 |
Cash flow as a result of acquisition of subsidiaries |
— |
49.5 |
49.5 |
Net cash flows from investing activities |
22.0 |
49.5 |
71.5 |
Financing activities |
|
|
|
Payment of
principal portion of lease liabilities |
(8.4) |
— |
(8.4) |
Repayment of
long-term borrowings |
(50.7) |
— |
(50.7) |
Dividends paid to equity holders of the parent |
(223.4) |
— |
(223.4) |
Net cash flows used in financing activities |
(282.5) |
— |
(282.5) |
Net increase/decrease in cash and cash equivalents |
79.1 |
(34.2) |
44.9 |
Effects of
exchange rate differences on cash and cash equivalents |
(1.7) |
(10.7) |
(12.4) |
Cash and cash equivalents at 1 April |
550.0 |
407.5 |
957.5 |
Cash and cash equivalents at 31 March |
627.4 |
362.6 |
990.0 |
4. Segmental reporting continued
|
2023 |
|
Reportable
segments |
Consolidated
entities |
Financial
Statements |
|
£m |
£m |
£m |
Profit/(loss) before tax from continuing
operations |
258.1 |
(7.1) |
251.0 |
Adjustments for non-cash items: |
|
|
|
Fee and other
operating (income)/expense |
(505.8) |
22.2 |
(483.6) |
Net investment
returns |
(102.3) |
(70.2) |
(172.5) |
Net fair value
loss on derivatives |
34.9 |
— |
34.9 |
Impact of
movement in foreign exchange rates |
(24.9) |
7.1 |
(17.8) |
Interest
income |
(13.9) |
(1.6) |
(15.5) |
Interest
expense |
64.0 |
0.6 |
64.6 |
Depreciation,
amortisation and impairment of property, plant, equipment and |
18.2 |
— |
18.2 |
Share-based
payment expense |
39.5 |
0 |
39.5 |
Change in
disposal groups held for sale |
— |
(8.8) |
(8.8) |
Working
capital changes: |
|
|
|
(Increase)/decrease in trade receivables |
(48.3) |
36.3 |
(12.0) |
Decrease in trade and other payables |
(41.3) |
(155.6) |
(196.9) |
|
(321.8) |
(177.1) |
(498.9) |
Proceeds from
sale of current financial assets and disposal groups held for
sale |
45.5 |
— |
45.5 |
Purchase of
current financial assets and disposal groups held for sale |
(211.9) |
— |
(211.9) |
Purchase of
investments |
(453.8) |
(920.8) |
(1,374.6) |
Proceeds from
sales and maturities of investments |
689.4 |
1,032.4 |
1,721.8 |
Issuance of CLO
notes1 |
— |
0.4 |
0.4 |
Redemption of CLO
notes1 |
— |
(45.6) |
(45.6) |
Interest and
dividend income received |
106.8 |
256.0 |
362.8 |
Fee and other
operating income received |
573.3 |
14.6 |
587.9 |
Interest paid |
(63.5) |
(199.9) |
(263.4) |
Cash flow generated from/(used in) operations |
363.9 |
(39.9) |
324.0 |
Taxes paid |
(32.4) |
— |
(32.4) |
Net cash flows from/(used in) operating
activities |
331.5 |
(39.9) |
291.6 |
Investing activities |
|
|
|
Purchase of
intangible assets |
(4.7) |
— |
(4.7) |
Purchase of
property, plant and equipment |
(6.5) |
— |
(6.5) |
Net cash flow
from derivative financial instruments |
(58.8) |
— |
(58.8) |
Cash flow as a result of acquisition of subsidiaries |
— |
200.8 |
200.8 |
Net cash flows (used in)/from investing
activities |
(70.0) |
200.8 |
130.8 |
Financing activities |
|
|
|
Purchase of Own
Shares |
(38.9) |
— |
(38.9) |
Payment of
principal portion of lease liabilities |
(6.8) |
— |
(6.8) |
Repayment of
long-term borrowings |
(194.6) |
— |
(194.6) |
Dividends paid to equity holders of the parent |
(236.4) |
— |
(236.4) |
Net cash flows used in financing activities |
(476.7) |
— |
(476.7) |
Net (decrease)/increase in cash and cash equivalents |
(215.2) |
160.9 |
(54.3) |
Effects of
exchange rate differences on cash and cash equivalents |
3.7 |
16.3 |
20.0 |
Cash and cash equivalents at 1 April |
761.5 |
230.3 |
991.8 |
Cash and cash equivalents at 31 March |
550.0 |
407.5 |
957.5 |
4. Segmental reporting continued
Geographical analysis of non-current
assets
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
Asset Analysis by Geography |
£m |
£m |
Europe (including UK) |
132.5 |
116.4 |
Asia Pacific |
62.5 |
7.3 |
North America |
54.4 |
40.7 |
Total |
249.4 |
164.4 |
Geographical analysis of Group
revenue
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
Income Analysis by Geography |
£m |
£m |
Europe (including UK) |
726.5 |
415.3 |
Asia Pacific |
87.2 |
58.6 |
North America |
135.9 |
165.1 |
Total |
949.6 |
639.0 |
5. Financial assets and liabilities
Accounting policy
Financial assets
Financial assets can be classified into the following categories:
Amortised Cost, Fair Value Through Profit and Loss (‘FVTPL’) and
Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group
has classified all invested financial assets as FVTPL.
Financial assets at FVTPL are initially recognised and subsequently
measured at fair value. A valuation assessment is performed on a
recurring basis with gains or losses arising from changes in fair
value recognised through net gains on investments in the
consolidated income statement. Dividends or interest earned on the
financial assets are also included in the net gains on
investments.
Where the Group holds investments in a number of financial
instruments such as debt and equity in a portfolio company, the
Group views their entire investment as a unit of account for
valuation purposes. Industry standard valuation guidelines such as
the International Private Equity and Venture Capital (’IPEV’)
Valuation Guidelines - December 2022, allow for a level of
aggregation where there are a number of financial instruments held
within a portfolio company.
Recognition of financial assets
When the Group invests in the capital structure of a portfolio
company, these assets are initially recognised and subsequently
measured at fair value, and transaction costs are recognised in the
consolidated income statement immediately.
Derecognition of financial assets
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or when
substantially all the risks and rewards of ownership of the asset
are transferred to another party. On derecognition of a financial
asset in its entirety, the difference between the asset’s carrying
value amount and the sum of the consideration received and
receivable, is recognised in profit or loss.
Key sources of estimation uncertainty on financial
assets
Fair value is the amount for which an asset could be exchanged, or
liability settled, between knowledgeable, willing parties in an
arm’s length transaction at the reporting date. The fair value of
investments is based on quoted prices, where available. Where
quoted prices are not available, the fair value is estimated in
line with IFRS and industry standard valuation guidelines such as
IPEV for direct investments in portfolio companies, and the Royal
Institute of Chartered Surveyors Valuation – Global Standards 2020
for investment property. These valuation techniques can be
subjective and include assumptions which are not supportable by
observable data. Details of the valuation techniques and the
associated sensitivities are further disclosed in this note on page
49.
Given the subjectivity of investments in private companies, senior
and subordinated notes of Collateralised Loan Obligation vehicles
and investments in investment property, these are key sources of
estimation uncertainty, and as such the valuations are approved by
the relevant Fund Investment Committees and Group Valuation
Committee. The unobservable inputs relative to these investments
are further detailed below. |
5. Financial assets and liabilities
continued
Fair value measurements recognised in
the statement of financial position
The information set out below provides
information about how the Group and Company determines fair values
of various financial assets and financial liabilities, grouped into
Levels 1 to 3 based on the degree to which the fair value is
observable.
- Level 1 fair value
measurements are those derived from quoted prices (unadjusted) in
active markets for identical assets or liabilities
- Level 2 fair value
measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices)
- Level 3 fair value
measurements are those derived from valuation techniques that
include inputs for the asset or liability that are not based on
observable market data (i.e. unobservable inputs)
The following table summarises the valuation of
the Group’s financial assets and liabilities by fair value
hierarchy:
|
As at 31 March 2024 |
As at 31 March 2023 |
|
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Financial assets |
|
|
|
|
|
|
|
|
Investment in or
alongside managed funds1 |
5.7 |
3.6 |
2,300.7 |
2,310.0 |
7.2 |
1.8 |
2,144.3 |
2,153.3 |
Consolidated CLOs
and credit funds |
— |
4,154.9 |
462.6 |
4,617.5 |
— |
4,101.4 |
567.7 |
4,669.1 |
Derivative
assets |
— |
9.3 |
— |
9.3 |
— |
22.0 |
— |
22.0 |
Investment in
private companies2 |
— |
— |
401.7 |
401.7 |
— |
— |
100.4 |
100.4 |
Investment in
public companies |
4.5 |
— |
— |
4.5 |
5.1 |
— |
— |
5.1 |
Non-consolidated
CLOs and credit funds |
— |
111.3 |
19.7 |
131.0 |
— |
105.8 |
7.5 |
113.3 |
Disposal groups held for sale |
— |
— |
— |
— |
— |
— |
163.2 |
163.2 |
Total financial
assets3 |
10.2 |
4,279.1 |
3,184.7 |
7,474.0 |
12.3 |
4,231.0 |
2,983.1 |
7,226.4 |
|
|
|
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
|
|
|
Liabilities of
consolidated CLOs and credit funds |
— |
(4,415.6) |
(186.7) |
(4,602.3) |
— |
(4,508.0) |
(64.7) |
(4,572.7) |
Derivative
liabilities |
— |
(9.2) |
— |
(9.2) |
— |
(15.7) |
— |
(15.7) |
Disposal groups held for sale |
— |
— |
— |
— |
— |
— |
— |
— |
Total financial liabilities |
— |
(4,424.8) |
(186.7) |
(4,611.5) |
— |
(4,523.7) |
(64.7) |
(4,588.4) |
-
Level 3 investments in or alongside managed funds includes
£1,212.3m Corporate Investments & US Mid Market, £517.9m
Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences,
£58.2m Senior Debt Partners, £82.1m North America Credit Partners,
£399.6m real estate funds, and £16.8m credit funds.
-
Level 3 Investment in private companies includes £359.9m
subordinated debt and equity (2023: £91.3m) and £41.8m of real
estate funds (2023: £9.1m), including assets reclassified from
Disposal groups held for sale.
-
Total financial assets correspond to the sum of non-current and
current financial assets at fair value and the sum of non-current
and current financial derivatives on the face of the balance
sheet.
Valuations
Valuation process
The Group Valuation Committee (‘GVC’) is
responsible for reviewing and concluding on the fair value of the
Group’s balance sheet investment positions in accordance with the
Group’s Valuation Policy. This includes consideration of the
valuations received from the underlying funds. The GVC reviews its
fair values on a quarterly basis and reports to the Audit Committee
semi-annually. The GVC is independent of the boards of directors of
the funds, and no member of the GVC is a member of either the
Group’s investment teams or fund Investment Committees (‘ICs’).
The ICs are responsible for the review,
challenge, and approval of the underlying funds’ valuations of
their assets. Sources of the valuation reviewed by the ICs include
the ICG investment team, third-party valuation services and
third-party fund administrators as appropriate. The IC provides
those valuations to the Group, as an investor in the fund assets.
The IC is also responsible for escalating significant events
regarding the valuation to the Group (as an investor in the fund
assets), for example change in valuation methodologies, potential
impairment events, or material judgements.
The table in page 49 outlines in more detail the
range of valuation techniques, as well as the key unobservable
inputs for each category of Level 3 assets and liabilities.
5. Financial assets and liabilities continued
Investment in or alongside managed
funds
When fair values of publicly traded closed-ended
funds and open-ended funds are based on quoted market prices in an
active market for identical assets without any adjustments, the
instruments are included within Level 1 of the hierarchy. The Group
values these investments at bid price for long positions and ask
price for short positions.
The Group also co-invests with funds, including
credit and private equity secondary funds, which are not quoted in
an active market. The Group considers the valuation techniques and
inputs used by these funds to ensure they are reasonable,
appropriate and consistent with the principles of fair value. The
latest available NAV of these funds are generally used as an input
into measuring their fair value. The NAV of the funds are adjusted,
as necessary, to reflect restrictions on redemptions, and other
specific factors relevant to the funds. In measuring fair value,
consideration is also given to any transactions in the interests of
the funds. The Group classifies these funds as Level 3.
Investment in private
companies
The Group takes debt and equity stakes in
private companies that are, other than on very rare occasions, not
quoted in an active market and uses either a market-based valuation
technique or a discounted cash flow technique to value these
positions.
The Group’s investments in private companies are
held at fair value using the most appropriate valuation technique
based on the nature, facts and circumstances of the private
company. The first of two principal valuation techniques is a
market comparable companies technique. The enterprise value (‘EV’)
of the portfolio company is determined by applying an earnings
multiple, taken from comparable companies, to the profits of the
portfolio company. The Group determines comparable private and
public companies, based on industry, size, location, leverage and
strategy, and calculates an appropriate multiple for each
comparable company identified. The second principal valuation
technique is a discounted cash flow (‘DCF’) approach. Fair value is
determined by discounting the expected future cash flows of the
portfolio company to the present value. Various assumptions are
utilised as inputs, such as terminal value and the appropriate
discount rate to apply. Typically, the DCF is then calibrated
alongside a market comparable companies approach. Alternate
valuation techniques may be used where there is a recent offer or a
recent comparable market transaction, which may provide an
observable market price and an approximation to fair value of the
private company. The Group classified these assets as Level 3.
Investment in public
companies
Quoted investments are held at the last traded
bid price on the reporting date. When a purchase or sale is made
under contract, the terms of which require delivery within the
timeframe of the relevant market, the contract is reflected on the
trade date.
Investment in loans held in consolidated
structured entities
The loan asset portfolios of the consolidated
structured entities are valued using observable inputs such as
recently executed transaction prices in securities of the issuer or
comparable issuers and from independent loan pricing sources. To
the extent that the significant inputs are observable the Group
classifies these assets as Level 2 and other assets are classified
as Level 3. Level 3 assets are valued using a discounted cash flow
technique and the key inputs under this approach are detailed on
page 49.
Derivative assets and
liabilities
The Group uses market-standard valuation models
for determining fair values of over-the-counter interest rate
swaps, currency swaps and forward foreign exchange contracts. The
most frequently applied valuation techniques include forward
pricing and swap models, using present value calculations. The
models incorporate various inputs including both credit and debit
valuation adjustments for counterparty and own credit risk, foreign
exchange spot and forward rates and interest rate curves. For these
financial instruments, significant inputs into models are market
observable and are included within Level 2.
Senior and subordinated notes of CLO
vehicles
The Group holds investments in the senior and
subordinated notes of the CLOs it manages, predominately driven by
European Union risk-retention requirements. The Group employs DCF
analysis to fair value these investments, using several inputs
including constant annual default rates, prepayments rates,
reinvestment rates, recovery rates and discount rates. The DCF
analysis at the reporting date shows that the senior notes are
typically expected to recover all contractual cash flows, including
under stressed scenarios, over the life of the CLOs. Observable
inputs are used in determining the fair value of senior notes and
these instruments are therefore classified as Level 2. Unobservable
inputs are used in determining the fair value of subordinated
notes, which are therefore classified as Level 3 instruments.
5. Financial assets and liabilities
continued
Liabilities of consolidated CLO
vehicles
Rated debt liabilities of consolidated CLOs are
generally valued at par plus accrued interest, which we assess as
fair value. Observable inputs are used in determining the fair
value of these instruments, including the valuation of the CLO loan
asset portfolio. As a result we deem these liabilities as Level
2.
Unrated/subordinated debt liabilities of
consolidated CLOs are valued directly in line with the fair value
of the CLO loan asset portfolios. These underlying assets mostly
comprise observable loan securities traded in active markets. The
underlying assets are reported in both Level 2 and Level 3. As a
result of this methodology of deriving the valuation of
unrated/subordinated debt liabilities from a combination of Level 2
and Level 3 asset values, we deem these liabilities to be Level
3.
Real estate assets
To the extent that the Group invests in real
estate assets, whether through an investment in a managed fund or
an investment in a private company, the underlying assets may be
classified as either a financial asset or investment property in
accordance with IAS 40 ‘Investment Property’. The fair values of
the directly held material investment properties have been recorded
based on independent valuations prepared by third-party real estate
valuation specialists in line with the Royal Institution of
Chartered Surveyors Valuation – Global Standards 2020. At the end
of each reporting period, the Group reviews its assessment of the
fair value of each property, taking into account the most recent
independent valuations. The Directors determine a property value
within a range of reasonable fair value estimates, based on
information provided. All resulting fair value estimates for
properties are included in Level 3.
Reconciliation of Level 3 fair value
measurement of financial assets
The following tables set out the movements in
recurring financial assets valued using the Level 3 basis of
measurement in aggregate. Within the income statement, realised
gains and fair value movements are included within gains on
investments, and foreign exchange gains/(losses) are included
within finance costs. Transfers between levels take place when
there are changes to the observability of inputs used in the
valuation of these assets. This is determined based on the year-end
valuation and transfers therefore take place at the end of the
reporting period.
|
Investment in or alongside managed funds |
Investment in loans held in consolidated
entities |
Investment in private companies |
Subordinated notes of CLO vehicles |
Disposal groups held for sale |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
At 1 April 2023 |
2,144.3 |
567.7 |
100.4 |
7.5 |
163.2 |
2,983.1 |
Total gains or
losses in the income statement |
|
|
|
|
|
|
– Net investment
return2 |
284.0 |
11.5 |
14.4 |
2.9 |
63.3 |
376.1 |
– Foreign
exchange |
(50.7) |
(14.0) |
(4.3) |
(0.4) |
3.4 |
(66.0) |
Purchases |
301.8 |
234.2 |
74.5 |
9.7 |
213.1 |
833.3 |
Exit
proceeds |
(378.7) |
(195.6) |
(19.1) |
— |
(207.2) |
(800.6) |
Transfers
in1 |
— |
96.9 |
— |
— |
— |
96.9 |
Transfers
out1 |
— |
(238.1) |
— |
— |
— |
(238.1) |
Reclassification3 |
— |
— |
235.8 |
— |
(235.8) |
— |
At 31 March 2024 |
2,300.7 |
462.6 |
401.7 |
19.7 |
— |
3,184.7 |
-
During the year certain assets in Investments in loans held in
consolidated entities were reassessed as Level 3 (from Level 2) or
Level 2 (from Level 3) and these changes are reported as a
transfers in or transfers out in the year.
2. Included within net investment returns are
£345.1m of unrealised gains (which includes accrued interest).
3. During the year the group reclassified all its financial assets
previously included in disposal groups held for sale into
investments in private companies (see note 28)
5. Financial assets and liabilities
continued
|
Investment in or alongside managed funds |
Investment in loans held in consolidated
entities |
Investment in private companies |
Subordinated notes of CLO vehicles |
Disposal groups held for sale |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
At 1 April 2022 |
2,112.9 |
145.2 |
122.7 |
9.1 |
89.2 |
2,479.1 |
Total gains or
losses in the income statement |
|
|
|
|
|
|
– Net investment
return2 |
172.9 |
(9.6) |
(21.2) |
(1.3) |
(7.1) |
133.7 |
– Foreign
exchange |
67.4 |
15.5 |
13.2 |
0.5 |
5.8 |
102.4 |
Purchases |
416.2 |
60.2 |
6.7 |
— |
158.7 |
641.8 |
Exit
proceeds |
(625.1) |
(100.7) |
(21.0) |
(0.8) |
(23.8) |
(771.4) |
Transfers
in1,3 |
— |
457.1 |
— |
— |
— |
457.1 |
Transfers out1,3 |
— |
— |
— |
— |
(59.6) |
(59.6) |
At 31 March 2023 |
2,144.3 |
567.7 |
100.4 |
7.5 |
163.2 |
2,983.1 |
1. During the year certain assets in Investments
in loans held in consolidated entities were reassessed as Level 3
(from Level 2) and these changes are reported as a transfer in the
year. Transfers out of Disposal groups held for sale represented
the re-designation of an asset as Investment Property (see note
28)
2. Included within net investment returns are £141.8m of unrealised
gains (which includes accrued interest)
3. The prior period transfers between levels have been re-presented
to separately disclose transfers in and transfers out of Level
3.
Reconciliation of Level 3 fair value
measurements of financial liabilities
The following tables sets out the movements in
reoccurring financial liabilities valued using the Level 3 basis of
measurement in aggregate. Within the income statement, realised
gains and fair value movements are included within gains on
investments, and foreign exchange gains/(losses) are included
within finance costs. Transfers in and out of Level 3 financial
liabilities were due to changes to the observability of inputs used
in the valuation of these liabilities. During the year ended 31
March 2024 changes in the fair value of the assets of consolidated
credit funds resulted in a reduction in the fair value of the
financial liabilities of those consolidated credit funds, reported
as a ‘fair value gain’ in the table below.
|
2024 |
2023 |
|
Financial liabilities designated as FVTPL |
Financial liabilities designated as FVTPL |
Group |
£m |
£m |
At 1 April |
64.7 |
239.6 |
Total gains or
losses in the income statement |
|
|
– Fair value
gains |
102.3 |
(178.2) |
– Foreign
exchange losses |
(1.7) |
12.8 |
Purchases |
21.4 |
23.8 |
Disposal groups
held for sale |
— |
(5.0) |
Transfer between levels |
— |
(28.3) |
At 31 March |
186.7 |
64.7 |
5. Financial assets and liabilities
continued
Valuation inputs and sensitivity
analysis
The following table summarises the inputs and
estimates used for items categorised in Level 3 of the fair value
hierarchy together with a quantitative sensitivity analysis:
|
Fair Value
As at
31 March 2024 |
Fair Value
As at
31 March 2023 |
Primary Valuation
Technique1 |
Key Unobservable
Inputs |
Range |
Weighted Average/ Fair Value Inputs |
Sensitivity/
Scenarios |
Effect on Fair Value
31 March 2024 |
|
£m |
£m |
|
|
|
|
|
£m |
Structured & Private Equity: Corporate Investments & US
Mid-Market
|
1,490.6
|
1,341.3
|
Market comparable companies |
Earnings multiple |
5.0x – 29.0x |
15.1x |
'+10% Earnings multiple2 |
187.6 |
Discounted cash flow
|
Discount rate |
7.5% - 20.5% |
11.2 % |
'-10% Earnings multiple2 |
(187.6) |
Earnings multiple |
6.1x – 21.5x |
11.8x |
|
|
Structured & Private Equity: Strategic Equity, LP Secondaries,
Recovery Fund, Life Sciences
|
589.9
|
589.4
|
Third-party valuation / funding round value
|
N/A
|
N/A
|
N/A
|
+10% valuation |
59.0 |
-10% valuation |
(59.0) |
Private Debt: North American Credit Partners
|
91.7
|
120.7
|
Market comparable companies
|
Earnings multiple
|
5.5x – 29.0x
|
14.1x
|
'+10% Earnings multiple2 |
9.7 |
'-10% Earnings multiple2 |
(9.7) |
Private Debt: Senior Debt Partners
|
58.2
|
47.8
|
Discounted cash flow
|
Probability of default |
1.0%-2.2% |
1.0 % |
Upside case |
— |
Loss given default |
32.2 % |
32.2 % |
Downside case |
(0.5) |
Maturity of loan |
3 years |
3 years |
|
|
Effective interest rate |
9.6%-11.5% |
11.2 % |
|
|
Real Assets
|
441.4
|
293.6
|
Third-party valuation |
N/A |
N/A |
N/A |
+10% Third-party valuation |
44.1 |
LTV-based impairment model |
N/A |
N/A |
N/A |
-10% Third-party valuation |
(44.1) |
Credit: Non-consolidated CLOs and credit funds
|
19.7
|
7.5
|
Discounted cash flow
|
Discount rate |
15.0% - 15.5% |
15.1 % |
|
|
Default rate |
3% - 4.5% |
3.3 % |
Upside case3 |
22.8 |
Prepayment rate % |
15% -20% |
19.5 % |
Downside case3 |
(23.8) |
Recovery rate % |
75.0 % |
75.0 % |
|
|
Reinvestment price |
99.5 % |
99.5 % |
|
|
Credit: Consolidated CLOs and credit funds
|
462.6
|
567.7
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
46.3 |
-10% Third-party valuation |
(46.3) |
Credit: Liquid Funds
|
30.6
|
15.1
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
3.1 |
-10% Third-party valuation |
(3.1) |
Total financial assets
|
3,184.7
|
2,983.1
|
|
|
|
|
Total Upside sensitivity |
372.5 |
|
|
|
|
Total Downside sensitivity |
(374.1) |
Liabilities of Consolidated CLOs and credit funds
|
(186.7)
|
(64.7)
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
(18.7) |
-10% Third-party valuation |
18.7 |
Total financial liabilities |
(186.7) |
(64.7) |
|
|
|
|
|
|
-
Where the Group has co-invested with its managed funds, it is the
type of the underlying investment, and the valuation techniques
used for these underlying investments, that is set out here.
-
Investments in the following strategies are sensitised using the
actual or implied earnings multiple to provide a consistent,
comparable basis for this analysis: Corporate Investments, US
Mid-Market, North America Credit Partners.
-
The sensitivity analysis is performed on the entire portfolio of
subordinated notes of CLO vehicles that the Group has invested in
with total value of £187.7m (2023: £182.8m). The default rate
applied was set at 4.5% until 2025, reducing by 0.5% semi-annually
during 2025 and reverting to 3% in 2026. The upside case is based
on the default rate being lowered to 2.5% p.a. for the next 21
months then to 2.0% for the 3 following months, keeping all other
parameters consistent. The downside case is based on the default
rate being increased over the next 21 months to 6.5% then to 6.0%
for the 3 following months, keeping all other parameters
consistent.
5. Financial assets and liabilities
continued
Derivative financial
instruments
Accounting policy
Derivative financial instruments for economic
hedging
The Group holds derivative financial instruments to hedge foreign
currency and interest rate exposures. Derivatives are recognised at
fair value determined using independent third-party valuations or
quoted market prices. Changes in fair values of derivatives are
recognised immediately in Finance loss in the Income Statement.
A derivative with a positive fair value is recognised as a
financial asset while a derivative with a negative fair value is
recognised as a financial liability. A derivative is presented as a
non-current asset or non-current liability if the remaining
maturity of the instrument is more than 12 months from the
reporting date, otherwise a derivative will be presented as a
current asset or current liability.
|
|
2024 |
2023 |
|
Contract or underlying principal amount
|
Fair values |
Contract or underlying principal amount
|
Fair values |
Group
|
Asset |
Liability |
Asset |
Liability |
£m |
£m |
£m |
£m |
£m |
£m |
Cross currency
swaps |
118.8 |
6.2 |
(5.5) |
121.6 |
7.5 |
(8.5) |
Forward foreign exchange contracts |
1,201.8 |
3.1 |
(3.7) |
1,365.1 |
14.5 |
(7.2) |
Total |
1,320.6 |
9.3 |
(9.2) |
1,486.7 |
22.0 |
(15.7) |
The Group holds £5.5m of cash pledged as
collateral by its counterparties as at 31 March 2024 (31 March
2023: £8.5m). All the Credit Support Annexes that have been agreed
with our counterparties are fully compliant with European Market
Infrastructure Regulation ‘EMIR’.
The fair value movements in derivatives during
the year is £(10.5)m (2023: £(17.1)m). There was no change in fair
value related to credit risk in relation to derivatives as at 31
March 2024 (31 March 2023: £nil).
Within the International Swaps and Derivatives
Association (‘ISDA’) Master Agreements in place with our
counterparties, in the event of a default, the close-out netting
provision would result in all obligations under a contract being
terminated with a subsequent combining of positive and negative
replacement values into a single net payable or receivable.
6. Cash and cash equivalents
|
2024 |
2023 |
|
£m |
£m |
Cash and cash equivalents |
|
|
Cash at bank and in hand |
990.0 |
957.5 |
Cash and cash equivalents comprise cash and
short-term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates to their
fair value. Cash and cash equivalents at the end of the reporting
period as shown in the consolidated statement of cash flows can be
reconciled to the related items in the consolidated statement of
financial position as shown above.
The Group’s cash and cash equivalents include
£362.6m (2023: £407.5m) of restricted cash, held principally by
structured entities controlled by the Group. The Group does not
have legal recourse to these balances as their sole purpose is to
service the interests of the investors in these structured
entities.
In the prior year £5.5m of cash and cash
equivalents were included in disposal groups held for sale (note
28).
7. Financial liabilities
Accounting policy
Financial liabilities, which include borrowings and listed notes
and bonds (with the exception of financial liabilities designated
as FVTPL), are initially recognised at fair value net of
transaction costs and subsequently measured at amortised cost using
the effective interest rate method. Arrangement and commitment fees
are included within the carrying value of financial
liabilities.
Lease liabilities are initially measured at the present value of
all the future lease payments. The present value at the inception
of the lease is determined by discounting all future lease payments
at the Group’s centrally determined incremental borrowing rate at
the date of inception of the lease. In calculating the present
value of lease payments, the Group uses its incremental borrowing
rate because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease
payments or a change in the assessment of an option to purchase the
underlying asset.
Financial liabilities at FVTPL are initially recognised and
subsequently measured at fair value on a recurring basis. Gains or
losses arising from changes in fair value of derivative financial
liabilities are recognised in Finance loss in the income statement.
Gains or losses arising from changes in fair value of liabilities
of Structured entities controlled by the Group recognised through
gains on investments in the income statement. The Group has
designated financial liabilities at fair value relating to
consolidated structured entities as such liabilities are managed by
the Group on a fair value basis.
The Group derecognises financial liabilities when, and only when,
the Group’s obligations are discharged, cancelled or expire. |
|
|
|
2024 |
2023 |
|
Interest rate
%
|
Maturity |
Current |
Non-current |
Current |
Non-current |
Group |
|
£m |
£m |
£m |
£m |
Liabilities held at amortised cost |
|
|
|
|
|
|
- Private
placement |
2.02% - 5.35% |
2024 - 2029 |
248.7 |
346.4 |
56.8 |
604.8 |
- Listed notes
and bonds |
1.63% - 2.50% |
2027 - 2030 |
2.5 |
851.3 |
2.5 |
874.9 |
- Unsecured bank debt¹ |
SONIA +1.38% |
2026 |
(0.8) |
(0.7) |
(0.8) |
(1.5) |
Total Liabilities held at amortised cost |
|
|
250.4 |
1,197.0 |
58.5 |
1,478.2 |
Lease
liabilities |
2.85% - 7.09% |
2024 - 2034 |
8.9 |
69.3 |
5.8 |
79.6
|
Other
financial liabilities |
1.34% - 6.20% |
2024 - 2028 |
— |
29.9 |
— |
—
|
Liabilities held at FVTPL: |
|
|
|
|
|
|
- Derivative
financial liabilities |
|
|
9.2 |
—
|
14.8 |
0.9
|
- Structured entities controlled by the Group |
0.60% - 10.90% |
2030-2038 |
— |
4,602.3 |
— |
4,572.7 |
|
|
|
268.5 |
5,898.5 |
79.1 |
6,131.4 |
-
Unsecured bank debt represents the value of associated fees which
are amortised over the life of the facility.
7. Financial liabilities continued
The fair value of the Listed notes and bonds,
being the market price of the outstanding bonds is £788.9m (2023:
£613.1m).
Other financial liabilities are borrowings
related to seed investments.
Details of the cash outflows related to leases
are in the Consolidated statement of cash flows, interest expenses
associated with lease liabilities are in note 10, the Right of Use
(‘ROU’) assets and the income from subleasing ROU assets are in
note 17 and the maturity analysis of the lease liabilities are in
note 21 .
Movement in financial liabilities arising from
financing activities
The following table sets out the movements in
total liabilities held at amortised cost arising from financing
activities undertaken during the year.
|
2024 |
2023 |
|
£m |
£m |
At 1 April |
1,622.1 |
1,712.1 |
Movement as a
result of change in control of subsidiary |
21.5 |
— |
Repayment of long
term borrowings |
(50.7) |
(194.6) |
Reclassification1 |
7.7 |
— |
Payment of
principal portion of lease liabilities |
(8.4) |
(6.8) |
Establishment of
lease liability |
1.2 |
33.0 |
Net interest
movement |
1.7 |
1.0 |
Foreign exchange movement |
(39.6) |
77.4 |
At 31 March |
1,555.5 |
1,622.1 |
1. Borrowings related to seed investments
acquired during the year.
8. Other income
Accounting policy
The Group earns interest on its cash balances, excluding balances
within structured entities controlled by the Group. These amounts
are recognised as income in the period in which it is earned. |
|
2024 |
2023 |
|
£m |
£m |
Interest income on bank deposits |
21.6 |
15.5 |
|
21.6 |
15.5 |
9. Net gains on investments
Accounting policy
The Group recognises net gains and losses on investments comprising
realised and unrealised gains and losses from disposals and
revaluations of financial assets and financial liabilities measured
at fair value. |
|
2024 |
2023 |
|
£m |
£m |
Financial assets |
|
|
Change in fair value
of financial instruments designated at FVTPL |
933.5 |
167.6 |
|
|
|
Financial
liabilities |
|
|
Change in fair
value of financial instruments designated at FVTPL |
(528.2) |
4.9 |
|
|
|
Net gains arising on investments |
405.3 |
172.5 |
10. Finance costs
Accounting policy
Interest expense on the Group’s debt, excluding financial
liabilities within structured entities controlled by the Group, is
recognised using the effective interest rate method based on the
expected future cash flows of the liabilities over their expected
life. Financial liabilities within structured entities controlled
by the Group are accounted for within Net gains and losses arising
on investment (see note 9).
Interest expense associated with lease obligations represents the
unwinding of the lease liability discount, accounted for in
accordance with IFRS 16 (see note 17). |
Finance costs
|
2024 |
2023 |
£m |
£m |
Interest expense recognised on financial liabilities held at
amortised cost |
42.2 |
57.3 |
Arrangement and
commitment fees |
4.6 |
4.7 |
Interest expense associated with lease obligations |
2.7 |
2.6 |
|
49.5 |
64.6 |
11. Administrative expenses
Further detail in respect of material
administrative expenses reported on the income statement is set out
below:
|
2024 |
2023 |
|
£m |
£m |
Staff costs |
294.3 |
256.7 |
Amortisation and
depreciation |
17.9 |
18.2 |
Operating lease
expenses |
1.9 |
2.8 |
Auditor's remuneration |
2.4 |
2.3 |
Auditor’s remuneration includes fees for audit and non-audit
services payable to the Group’s auditor, Ernst and Young LLP, and
are analysed as below.
|
2024 |
2023 |
|
£m |
£m |
ICG Group |
|
|
Audit
fees |
|
|
Group audit of the
annual accounts |
1.7 |
1.5 |
Audit of
subsidiaries' annual accounts |
0.3 |
0.3 |
Audit of controlled
CLOs1 |
0.1 |
0.1 |
Total audit fees |
2.1 |
1.9 |
|
|
|
Non audit
fees |
|
|
Audit-related
assurance services |
0.2 |
0.3 |
Other assurance services |
0.1 |
0.1 |
Total non audit fees |
0.3 |
0.4 |
Total auditor's remuneration incurred by the
Group |
2.4 |
2.3 |
1. The 2023 fees relating to the audit of
controlled CLOs have been updated for engagements agreed subsequent
to the approval of the prior year financial statements.
12. Employees and Directors
Accounting policy
The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s
Remuneration Policy for investment executives. DVB is reported
within Wages and salaries.
Payments of DVB are made in respect of plan years, which are
aligned to the Group’s financial year. Payments of DVB are made
only when the performance threshold for the plan year has been
achieved on a cash basis and proceeds are received by the Group. An
estimate of the DVB liability for a plan year is developed based on
the following inputs: expected realisation proceeds; expected
timing of realisations; and allocations of DVB to qualifying
investment professionals. The Group accrues the estimated DVB cost
associated with that plan year evenly over five years on average,
reflecting the average holding period for the underlying
investments and therefore the period over which services are
provided by the scheme participants. |
|
2024 |
2023 |
|
£m |
£m |
Directors’ emoluments |
5.1 |
4.9 |
|
|
|
Employee
costs during the year including Directors: |
|
|
Wages and
salaries |
253.4 |
228.7 |
Social security
costs |
30.7 |
20.5 |
Pension costs |
10.2 |
7.5 |
Total employee costs (note 11) |
294.3 |
256.7 |
|
|
|
The monthly
average number of employees (including Executive Directors)
was: |
|
|
Investment
Executives |
289 |
268 |
Marketing and
support functions |
350 |
293 |
Executive Directors |
3 |
3 |
|
642 |
564 |
ICG plc, the Company, does not have any
employees but relies on the expertise and knowledge of employees of
ICG FMC Limited, Intermediate Capital Group Inc., Intermediate
Capital Group SAS, Intermediate Capital Asia Pacific Limited, ICG
(Singapore) Pte Ltd, ICG Beratungsgesellschaft mbH, ICG Europe
S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and
Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG
plc.
Contributions to the Group’s defined
contribution pension schemes are charged to the consolidated income
statement as incurred.
The performance related element included in
employee costs is £171.9m (2023: £151.6m) which represents the
annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme
and the DVB Scheme.
In addition, during the year, third-party funds
have paid £43.7m (2023: £46.0m) to former employees and £46.0m
(2023: £93.4m) to current employees, including Executive Directors,
relating to distributions from investments in carried interest
partnerships (‘CIPs’) made by these employees in prior periods.
Such amounts become due over time if, and when, specified
performance targets are ultimately realised in cash by the funds
and paid by the carried interest partnerships of the funds (see
note 27). As these funds and CIPs are not consolidated, these
amounts are not included in the Group’s consolidated income
statement.
13. Tax expense
Accounting policy
The tax expense comprises current and deferred tax.
Current tax assets and liabilities comprise those obligations to,
or claims from, tax authorities relating to the current or prior
reporting periods, that are unpaid at the reporting date.
Deferred tax is provided in respect of temporary differences
between the carrying amounts of assets and liabilities and their
tax bases. Deferred tax liabilities are recognised for all taxable
temporary differences. Deferred tax assets are recognised to the
extent that it is probable that future taxable profits will be
available against which the deferred tax assets can be
utilised.
Deferred tax is not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial
recognition of other assets and liabilities in a transaction, other
than a business combination, that affects neither the tax nor the
accounting profit.
Deferred tax assets and liabilities are calculated at the tax rates
that are expected to be applied to their respective period of
realisation, provided they are enacted or substantively enacted at
the reporting date.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right of set off, when they relate to income
taxes levied by the same tax authority and the Group intends to
settle on a net basis.
Changes in deferred tax assets or liabilities are recognised as a
component of tax expense in the income statement, except where they
relate to items that are charged or credited directly to equity, in
which case the related deferred tax is also charged or credited
directly to equity. |
|
2024 |
2023 |
|
£m |
£m |
Current tax: |
|
|
Current year |
86.0 |
16.9 |
Prior year
adjustment |
15.4 |
(9.7) |
|
101.4 |
7.2 |
Deferred
tax: |
|
|
Current year |
(28.1) |
14.1 |
Prior year adjustments |
(10.9) |
8.1 |
|
(39.0) |
22.2 |
|
|
|
Tax on profit on ordinary activities |
62.4 |
29.4 |
The Group is an international business and
operates across many different tax jurisdictions. Income and
expenses are allocated to these jurisdictions based on transfer
pricing methodologies set out both (i) in the laws of the
jurisdictions in which the Group operates, and (ii) under
guidelines set out by the Organisation for Economic Co-operation
and Development (‘OECD’).
The effective tax rate reported by the Group for the period ended
31 March 2024 of 11.7% (2023: 11.7%) is lower than the statutory UK
corporation tax rate of 25% (2023:19%).
The FMC activities are subject to tax at the relevant statutory
rates ruling in the jurisdictions in which the income is earned.
The lower effective tax rate compared to the statutory UK rate is
largely driven by the IC activities. The IC benefits from statutory
UK tax exemptions on certain forms of income arising from both
foreign dividend receipts and gains from assets qualifying for the
substantial shareholdings exemption. The effect of these exemptions
means that the effective tax rate of the Group is highly sensitive
to the relative mix of IC income, and composition of such income,
in any one period.
Due to the application of tax law requiring a degree of judgement,
the accounting thereon involves a level of estimation uncertainty
which tax authorities may ultimately dispute. Tax liabilities are
recognised based on the best estimates of probable outcomes and
with regard to external advice where appropriate. The principal
factors which may influence the Group’s future tax rate are changes
in tax legislation in the territories in which the Group operates,
the relative mix of FMC and IC income, the mix of income and
expenses earned and incurred by jurisdiction and the timing of
recognition of available deferred tax assets and liabilities.
13. Tax expense continued
A reconciliation between the statutory UK corporation tax rate
applied to the Group’s profit before tax and the reported effective
tax rate is provided below.
|
2024 |
2023 |
|
£m |
£m |
Profit on ordinary activities before tax |
530.8 |
251.0 |
Tax at 25%
(2023:19%) |
132.7 |
47.7 |
Effects
of |
|
|
Prior year
adjustment to current tax |
15.4 |
(9.6) |
Prior year adjustment to deferred tax |
(10.9) |
8.1 |
|
137.2 |
46.2 |
Non-taxable and
non-deductible items |
1.7 |
(0.3) |
Non-taxable
investment company income |
(59.9) |
(22.5) |
Trading income
generated by overseas subsidiaries subject to different tax
rates |
(16.6) |
4.0 |
Deferred tax
adjustment |
— |
2.0 |
Tax charge for the period |
62.4 |
29.4 |
Deferred tax
Deferred tax
(asset)/liability |
Investments |
Share based payments and compensation deductible as
paid |
Tax losses carried forward |
Other temporary differences |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
As at 31 March 2022 |
36.1 |
(38.1) |
(2.0) |
(5.9) |
(9.9) |
Prior year
adjustment |
2.0 |
0.2 |
2.2 |
5.2 |
9.6 |
Impact of changes
to statutory tax rates |
0.3 |
(1.1) |
(0.7) |
1.1 |
0.6 |
Charge / (Credit)
to equity |
2.2 |
3.4 |
— |
1.0 |
5.6 |
Charge / (Credit)
to income |
5.2 |
(0.7) |
0.1 |
9.5 |
14.1 |
Movement in Foreign Exchange on retranslation |
— |
— |
— |
(0.4) |
(0.4) |
As at 31 March 2023 |
45.8 |
(36.3)
|
(0.4)
|
8.8 |
17.9 |
Reclassification between categories |
2.7 |
1.7 |
—
|
(4.4) |
—
|
Reclassification
of deferred tax liability out of discontinued operations |
14.0 |
—
|
—
|
—
|
14.0 |
Prior year
adjustment |
(4.1) |
—
|
(1.6) |
(5.2) |
(10.9) |
Charge / (Credit)
to equity |
0.2 |
(6.9) |
|
—
|
(6.7) |
Charge / (Credit)
to income |
(11.4) |
(10.0) |
(5.3) |
(1.4) |
(28.1) |
Movement in foreign exchange on retranslation |
— |
— |
— |
(0.2) |
(0.2) |
As at 31 March 2024 |
47.2 |
(51.5)
|
(7.3)
|
(2.4)
|
(14.0)
|
During the year deferred tax assets that
reversed, due to timing differences, were mainly due to the
utilisation of tax losses and unpaid interest expense in the
Group’s US business. As set out in the table above in column ‘Share
based payments and compensation deductible as paid’, deferred tax
assets at the reporting date were solely due to employee
remuneration schemes in the UK and US.
The Group has undertaken a review of the level of recognition of
deferred tax assets and is satisfied they are recoverable and
therefore have been recognised in full. There are no deferred tax
assets recognised on the basis of losses.
In its March 2021 Budget, the UK Government announced that the UK
rate of corporation tax would increase from 19% to 25% from 1 April
2023 . This legislative change has been substantively enacted, and
has been considered when calculating the closing deferred tax
balances at the reporting date.
The mandatory IAS 12 temporary exception from the recognition and
disclosure of deferred taxes arising from implementation of the
OECD’s Pillar Two model rules has been applied. The OECD's Pillar
II model rules, which establish a global minimum tax rate of 15%
apply for financial years beginning on or after 31 December 2023.
The first period the rules are implemented for the Group are from 1
April 2024 (financial year ending 31 March 2025). The Group has
performed an impact analysis and does not expect the implementation
to be significant.
14. Dividends
Accounting policy
Dividends are distributions of profit to holders of Intermediate
Capital Group plc’s share capital and as a result are recognised as
a deduction in equity. Final dividends are announced with the
Annual Report and Accounts and are recognised when they have been
approved by shareholders. Interim dividends are announced with the
Half Year Results and are recognised when they are paid. |
|
2024 |
2023 |
|
Per share pence
|
£m
|
Per share pence
|
£m
|
|
Ordinary dividends paid |
|
|
|
|
Final |
52.2 |
149.5 |
57.3 |
164.4 |
Interim |
25.8 |
73.9 |
25.3 |
72.0 |
|
78.0 |
223.4 |
82.6 |
236.4 |
Proposed final dividend |
53.2 |
152.6 |
52.2 |
148.8 |
Of the £223.4m (2023: £236.4m) of ordinary
dividends paid during the year, £1.8m (2023: £4.3m) were reinvested
under the dividend reinvestment plan offered to shareholders.
15. Earnings per share
|
Year ended
31 March 2024 |
Year ended
31 March 2023 |
Earnings |
£m |
£m |
Earnings for the purposes of basic and diluted earnings per share
being net profit attributable to equity holders of the Parent |
|
|
Continuing operations |
467.4 |
221.6 |
Discontinued operations |
6.0 |
59.0 |
|
473.4 |
280.6 |
Number of shares |
|
|
Weighted average
number of ordinary shares for the purposes of basic earnings per
share |
286,123,236 |
285,613,961 |
Effect of dilutive potential ordinary share options |
5,888,040 |
3,698,954 |
Weighted average number of ordinary shares for the purposes
of diluted earnings per share |
292,011,276 |
289,312,915 |
|
|
|
Earnings per share for continuing operations
1 |
|
|
Basic, profit from continuing operations attributable to equity
holders of the parent (pence) |
163.4p |
77.6p |
Diluted, profit from continuing operations attributable to equity
holders of the parent (pence) |
160.1p |
76.6p |
|
|
|
Earnings per share for discontinued operations
1 |
|
|
Basic, profit from discontinued operations attributable to equity
holders of the parent (pence) |
2.1p |
20.6p |
Diluted, profit from discontinued operations attributable to equity
holders of the parent (pence) |
2.0p |
20.4p |
1. The prior period
has been re-presented to separately disclose Earnings per share for
continuing operations and Earnings per share for discontinued
operations.
16. Intangible assets
Accounting policy
Business combinations
Business combinations are accounted for using the acquisition
method. The acquisition method involves the recognition of all
assets, liabilities and contingent liabilities of the acquired
business at their fair value at the acquisition date.
The excess of the fair value at the date of acquisition of the cost
of investments in subsidiaries over the fair value of the net
assets acquired which is not allocated to individual assets and
liabilities is determined to be goodwill. Goodwill is reviewed at
least annually for impairment.
Investment management contracts
Intangible assets with finite useful lives that are acquired
separately, including investment management contracts, are carried
at cost less accumulated depreciation and impairment losses. These
are measured at cost and are amortised on a straight line basis
over the expected life of the contract (eight years).
Computer software
Research costs associated with computer software are expensed as
they are incurred.
Other expenditure incurred in developing computer software is
capitalised only if all of the following criteria are
demonstrated:
- An asset is
created that can be separately identified;
- It is probable
that the asset created will generate future economic benefits;
and
- The development
cost of the asset can be measured reliably.
Following the initial recognition of development expenditure, the
cost is amortised over the estimated useful life of the asset
created, which is determined as three years. Amortisation commences
on the date that the asset is brought into use. Work-in-progress
assets are not amortised until they are brought into use and
transferred to the appropriate category of intangible assets.
Amortisation of intangible assets is included in administrative
expenses in the income statement and detailed in note 11. |
Impairment of non-financial assets and
goodwill
The Group assesses, at each reporting date,
whether there is an indication that an asset may be impaired. If
any indication exists, or when annual impairment testing for an
asset is required, the Group estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s
fair value less costs of disposal and its value in use. The
recoverable amount is determined for an individual asset, unless
the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When
the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable
amount.
16. Intangible assets continued
|
Computer software |
Goodwill1 |
Investment management contracts |
Total |
|
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Cost |
|
|
|
|
|
|
|
|
At 1 April |
25.0 |
20.5 |
4.3 |
4.3 |
19.1 |
26.3 |
48.4 |
51.1 |
Reclassified3 |
(0.8) |
— |
— |
— |
— |
— |
(0.8) |
— |
Additions |
6.3 |
4.7 |
— |
— |
— |
— |
6.3 |
4.7 |
Derecognised2 |
(12.5) |
(0.3) |
— |
— |
(18.3) |
(7.1) |
(30.8) |
(7.4) |
Exchange differences |
(0.1) |
0.1 |
— |
— |
0.3 |
(0.1) |
0.2 |
— |
At 31 March |
17.9 |
25.0 |
4.3 |
4.3 |
1.1 |
19.1 |
23.3 |
48.4 |
Amortisation |
|
|
|
|
|
|
|
|
At 1 April |
16.4 |
12.4 |
— |
— |
17.1 |
21.6 |
33.5 |
34.0 |
Charge for the
year |
3.4 |
4.0 |
— |
— |
2.2 |
2.7 |
5.6 |
6.7 |
Derecognised2 |
(12.5) |
— |
|
— |
(18.3) |
(7.2) |
(30.8) |
(7.2) |
At 31 March |
7.3 |
16.4 |
— |
— |
1.0 |
17.1 |
8.3 |
33.5 |
Net book value |
10.6 |
8.6 |
4.3 |
4.3 |
0.1 |
2.0 |
15.0 |
14.9 |
-
Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP
business combination and represents a single cash generating unit.
The recoverable amount of the real estate cash generating unit is
based on fair value less costs to sell where the fair value equates
to a multiple of adjusted net income, in line with the original
consideration methodology. The significant headroom on the
recoverable amount is not sensitive to any individual
assumption.
-
Investment management contracts and Computer Software derecognised
represented fully amortised balances.
-
During the year, assets previously classified as computer software
were determined to relate to leasehold improvements. These assets
were transferred at book value and there was no profit or loss
arising on transfer.
During the financial year ended 31 March 2024,
the Group recognised an expense of £0.1m (2023: £0.5m) in respect
of research and development expenditure.
17. Property, plant and equipment
Accounting policy
The Group’s property, plant and equipment provide the
infrastructure to enable the Group to operate. Assets are initially
stated at cost, which includes expenditure associated with
acquisition. The cost of the asset is recognised in the income
statement as an amortisation charge on a straight line basis over
the estimated useful life, determined as three years for furniture
and equipment and five years for short leasehold premises. Right of
Use (‘ROU’) assets and associated leasehold improvements are
amortised over the full contractual lease term.
Group as a lessee
Included within the Group’s property, plant and equipment are its
ROU assets. ROU assets are the present value of the Group’s global
leases and comprise all future lease payments, and all expenditure
associated with acquiring the lease. The Group’s leases are
primarily made up of its global offices. The Group has elected to
capitalise initial costs associated with acquiring a lease before
commencement as a ROU asset. The cost of the ROU asset is
recognised in the income statement as an amortisation charge on a
straight line basis over the life of the lease term.
Short-term leases and leases of low value
assets
The Group applies the short-term lease recognition exemption to its
short-term leases (those that have a lease term of 12 months or
less from the commencement date which do not contain a purchase
option). The Group also applies the recognition exemption to leases
that are considered to be low value. Lease payments on short-term
leases and leases of low-value assets are recognised as
administrative expenses on a straight line basis over the lease
term. |
17. Property, plant and equipment
continued
|
Furniture and equipment |
|
ROU asset |
|
Leasehold improvements |
|
Total |
|
2024 |
2023 |
|
2024 |
2023 |
|
2024 |
2023 |
|
2024 |
2023 |
Group |
£m |
£m |
|
£m |
£m |
|
£m |
£m |
|
£m |
£m |
Cost |
|
|
|
|
|
|
|
|
|
|
|
At 1 April |
7.5 |
4.5 |
|
90.0 |
67.7 |
|
14.7 |
11.3 |
|
112.2 |
83.5 |
Reclassified1 |
— |
— |
|
— |
— |
|
0.8 |
— |
|
0.8 |
— |
Additions |
1.3 |
3.1 |
|
1.2 |
33.8 |
|
1.9 |
3.4 |
|
4.4 |
40.3 |
Disposals |
(2.9) |
(0.4) |
|
(1.2) |
(11.7) |
|
(0.6) |
— |
|
(4.7) |
(12.1) |
Exchange differences |
— |
0.3 |
|
(0.9) |
0.2 |
|
— |
— |
|
(0.9) |
0.5 |
At 31 March |
5.9 |
7.5 |
|
89.1 |
90.0 |
|
16.8 |
14.7 |
|
111.8 |
112.2 |
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
At 1 April |
4.2 |
2.9 |
|
16.8 |
18.2 |
|
3.0 |
2.0 |
|
24.0 |
23.1 |
Charge for the
year |
1.7 |
1.4 |
|
9.2 |
9.1 |
|
1.5 |
1.0 |
|
12.4 |
11.5 |
Disposals |
(3.1) |
(0.1) |
|
(0.3) |
(10.5) |
|
(0.4) |
— |
|
(3.8) |
(10.6) |
At 31 March |
2.8 |
4.2 |
|
25.7 |
16.8 |
|
4.1 |
3.0 |
|
32.6 |
24.0 |
Net book value |
3.1 |
3.3 |
|
63.4 |
73.2 |
|
12.7 |
11.7 |
|
79.2 |
88.2 |
-
During the year, assets previously classified as computer software
were determined to relate to leasehold improvements. These assets
were transferred at book value and there was no profit or loss
arising on transfer.
Group as Lessor
Accounting policy
Leases in which the Group does not transfer substantially all the
risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is accounted
for on a straight-line basis over the lease term and is included in
other income in the consolidated income statement due to its
operating nature. Initial direct costs incurred in negotiating and
arranging an operating lease are added to the carrying amount of
the leased asset and amortised over the lease term on the same
basis as rental income. Contingent rents are recognised as revenue
in the period in which they are earned.
The Group has entered into sub-lease agreements of certain office
buildings (see Note 17 above). These leases have terms of between
two and five years. Rental income recognised by the Group during
the year was £0.4m (2023: £0.4m). Future minimum rentals receivable
under non-cancellable operating leases as at 31 March are as
follows: |
|
2024 |
2023 |
Group |
£m |
£m |
Within one year |
0.4 |
0.4 |
After one year but not more than five years |
0.4 |
0.8 |
At 31 March |
0.8 |
1.2 |
18. Investment property
Accounting policy
The Group holds investment property for the development of the
Group’s long-term real assets strategy. Properties are being held
with a purpose to earn rental income and/or for capital
appreciation and are not occupied by the Group. IAS 40 Investment
Property requires that the property be measured initially at cost,
including transaction costs, and subsequently measured at fair
value. Gains or losses from changes in the fair values of
investment properties are included in the profit or loss in the
period in which they arise. The fair value of the investment
properties (Level 3) has been recorded based on independent
valuations prepared by Knight Frank, third-party real estate
valuation specialists in line with the Royal Institution of
Chartered Surveyors Valuation – Global Standards 2020. A market and
income approach was performed to estimate the fair value of the
Group’s investments. These valuation techniques can be subjective
and include assumptions which are not supportable by observable
data. Details of the valuation techniques and the associated
sensitivities are further disclosed in note 5. |
|
2024 |
2023 |
Group |
£m |
£m |
Investment property at fair value |
|
|
At 1 April |
0.8 |
1.5 |
Additions |
51.9 |
— |
Reclassified1 |
54.5 |
— |
Fair value loss |
(24.5) |
(0.7) |
At 31 March |
82.7 |
0.8 |
-
Prior to the financial year end, the Group reclassified £54.5m of
disposal groups held for sale to investment property.
18. Investment property continued
During the year, the Group held £0.0m (2023: £284.0m) of investment
property within discontinued operations (see note 28).
The losses arising from investment properties carried at fair
value is £(24.5)m (2023: £(0.7)m).
The Group has no restrictions on the realisability of its
investment properties and no contractual obligations to purchase,
construct or develop investment properties or for repairs,
maintenance and enhancements.
19. Trade and other receivables
Accounting policy
Trade and other receivables represent amounts the Group is due to
receive in the normal course of business and are held at amortised
cost. Trade and other receivables excluding those held in
structured entities controlled by the Group include performance
fees, which are considered contract assets under IFRS 15 and will
only be received after realisation of the underlying assets, see
note 3 and note 30. Trade and other receivables within structured
entities controlled by the Group relate principally to unsettled
trades on the sale of financial assets.
Amounts owed by Group companies are repayable on demand. To the
extent that amounts are owed by Group companies engaged in
investment activities the Company has assessed these receivables as
non-current, reflecting the illiquidity of the underlying
investments. Trade and other receivables from Group entities are
considered related party transactions as stated in note 26.
The carrying value of trade and other receivables reported within
current assets approximates fair value as these are short-term and
do not contain any significant financing components. The carrying
value of trade and other receivables reported within non-current
assets approximates fair value as these do not contain any
significant financing components.
The Company has adopted the simplified approach to measuring the
loss allowance as lifetime Expected Credit Loss (‘ECL’), as
permitted under IFRS 9. The ECL of trade and other receivables
arising from transactions with Group entities or its affiliates are
expected to be nil or close to nil. The assets do not contain any
significant financing components, therefore the simplified approach
is deemed most appropriate. |
|
2024 |
2023 |
|
£m |
£m |
Trade and other receivables within structured entities controlled
by the Group |
107.6 |
43.7 |
Trade and other
receivables excluding those held in structured entities controlled
by the Group |
240.2 |
178.3 |
Prepayments |
41.8 |
10.0 |
Total current assets |
389.6 |
232.0 |
Non-current assets |
|
|
Trade and other receivables excluding those held in structured
entities controlled by the Group |
36.1 |
37.1 |
Total non-current assets |
36.1 |
37.1 |
Non-current trade and other receivables
excluding those held in structured entities controlled by the Group
comprises performance-related fees (see note 3).
20. Trade and other payables
Accounting policy
Trade and other payables within structured entities controlled by
the Group relate principally to unsettled trades on the purchase of
financial assets within structured entities controlled by the
Group. Trade and other payables excluding those held in structured
entities controlled by the Group are held at amortised cost and
represent amounts the Group is due to pay in the normal course of
business. Amounts owed to Group companies are repayable on demand.
The carrying value of trade and other payables approximates fair
value as these are short term and do not contain any significant
financing components.
Trade and other payables from Group entities are considered related
party transactions as stated in note 26.
Key sources of estimation uncertainty on trade and other
payables excluding structured entities controlled by the
Group.
Payables related to the DVB scheme are key estimates based on the
inputs described in note 12. The sensitivity of the DVB to a 10%
increase in the fair value of the underlying investments is an
increase of £13.13m (2023: £10.25m) and to a decrease of 10% is a
decrease of £13.13m (2023: £10.25m). |
|
2024 |
2023 |
|
£m |
£m |
Trade and other payables within structured entities controlled by
the Group |
316.3 |
328.1 |
Trade and other
payables excluding those held in structured entities controlled by
the Group |
209.6 |
140.2 |
Amounts owed to
Group companies |
— |
— |
Social security tax |
3.3 |
3.1 |
Total current trade and other payables |
529.2 |
471.4 |
Non-current liabilities |
|
|
Trade and other payables excluding those held in structured
entities controlled by the Group |
66.0 |
71.1 |
Total non-current trade and other payables |
66.0 |
71.1 |
Current trade and other payables excluding those
held in structured entities controlled by the Group includes £78.0m
(2023: £67.5m) in respect of other compensation costs and £65.3m
(2023: £31.4m) in respect of DVB, (see note 12) and non-current
Trade and other payables excluding those held in structured
entities controlled by the Group is entirely comprised of amounts
payable in respect of DVB (2023: all DVB).
21. Financial risk management
The Group has identified financial risk, comprising market and
liquidity risk, as a principal risk. Further details are set out on
page 22. The Group has exposure to market risk (including exposure
to interest rates and foreign currency), liquidity risk and credit
risk arising from financial instruments.
Interest rate risk
The Group’s assets include both fixed and floating rate loans.
The Group’s operations are financed with a combination of its
shareholders’ funds, bank borrowings, private placement notes,
public bonds, and fixed and floating rate notes. The Group manages
its exposure to market interest rate movements by matching, to the
extent possible, the interest rate profiles of assets and
liabilities and by using derivative financial instruments.
The sensitivity of floating rate financial assets to a 100 basis
points interest rate increase is £56.0m (2023: £56.5m) and to a
decrease is £56.0m (2023: £(56.5)m). The sensitivity of financial
liabilities to a 100 basis point interest rate increase is £46.9m
(2023: £47.1m) and to a decrease is £46.9m (2023: £(47.1)m). These
amounts would be reported within Net gains on investments. There is
an indirect exposure to interest rate risk through the impact on
the performance of the portfolio companies of the funds that the
Group has invested in, and therefore the fair valuations. There is
no interest rate risk exposure on fixed rate financial assets or
liabilities.
Exposure to interest rate
risk
|
2024 |
2023 |
|
Floating |
Fixed |
Total |
Floating |
Fixed |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
Financial assets (excluding investments in loans held in
consolidated entities) |
839.5 |
3,023.4 |
3,862.9 |
744.4 |
3,049.1 |
3,793.5 |
Investments in
loans held in consolidated entities |
4,762.4 |
319.9 |
5,082.3 |
4,901.1 |
253.9 |
5,155.0 |
Financial
liabilities (excluding borrowings and loans held in consolidated
entities) |
— |
(1,734.6) |
(1,734.6) |
— |
(1,929.2) |
(1,929.2) |
Borrowings and loans held in consolidated entities |
(4,688.9) |
(391.2) |
(5,080.1) |
(4,706.6) |
(371.5) |
(5,078.1) |
|
913.0 |
1,217.5 |
2,130.5 |
938.9 |
1,002.3 |
1,941.2 |
Foreign exchange risk
The Group is exposed to currency risk in relation to non-sterling
currency transactions and the translation of non-sterling net
assets. The Group’s most significant exposures are to the euro and
the US dollar. Exposure to currency risk is managed by matching
assets with liabilities to the extent possible and through the use
of derivative instruments.
The Group regards its interest in overseas subsidiaries as
long-term investments. Consequently, it does not hedge the
translation effect of exchange rate movements on the financial
statements of these businesses.
The Group is also exposed to currency risk arising on the
translation of fund management fee income receipts, which are
primarily denominated in euro and US dollar.
The effect of fluctuations in other currencies is considered by
the Directors to be insignificant in the current and prior year.
The net assets/(liabilities) by currency and the sensitivity of the
balances to a strengthening of foreign currencies against sterling
are shown below:
Market risk - Foreign exchange risk
|
2024 |
Net statement of financial Position exposure |
Forward exchange contracts |
Net exposure |
Sensitivity to strengthening |
Increase in net assets |
£m |
£m |
£m |
% |
£m |
Sterling |
401.7 |
1,121.1 |
1,522.8 |
— |
— |
Euro |
804.0 |
(450.7) |
353.3 |
15% |
53.0 |
US dollar |
710.3 |
(492.1) |
218.2 |
20% |
43.6 |
Other currencies |
206.7 |
(178.2) |
28.5 |
10-25% |
— |
|
2,122.7 |
0.1 |
2,122.8 |
— |
96.6 |
21. Financial risk management
continued
Market risk - Foreign exchange risk
|
2023 |
Net statement of financial Position exposure |
Forward exchange contracts |
Net exposure |
Sensitivity to strengthening |
Increase in net assets |
£m |
£m |
£m |
% |
£m |
Sterling |
726.8 |
772.7 |
1,499.5 |
— |
— |
Euro |
552.0 |
(259.3) |
292.7 |
15% |
43.9 |
US dollar |
564.5 |
(324.9) |
239.6 |
20% |
47.9 |
Other currencies |
195.6 |
(182.2) |
13.4 |
10-25% |
— |
|
2,038.9 |
6.3 |
2,045.2 |
— |
91.8 |
The weakening of the above currencies would have
resulted in an equal but opposite impact, being a decrease in net
assets
Liquidity risk
The Group makes commitments to its managed funds in advance of that
capital being invested. These commitments are typically drawn over
a five-year investment period (see note 25 for outstanding
commitments). Funds typically have a 10-year contractual life. The
Group manages its liquidity risk by maintaining headroom on its
financing facilities.
The table below shows the liquidity profile of
the Group’s financial liabilities, based on contractual repayment
dates of principal and interest payments. Future interest and
principal cash flows have been calculated based on exchange rates
and floating rate interest rates as at 31 March 2024. It is assumed
that Group borrowings under its senior debt facilities remain at
the same level as at 31 March 2024 until contractual maturity.
Included in financial liabilities are contractual interest
payments. All financial liabilities, excluding structured entities
controlled by the Group, are held by the Company.
Liquidity profile
|
Contractual maturity analysis |
|
Less than one year |
One to two years |
Two to five years |
More than five years |
Total |
As at 31 March 2024 |
£m |
£m |
£m |
£m |
£m |
Financial liabilities |
|
|
|
|
|
Private
placements |
267.0 |
194.7 |
185.2 |
0.0 |
646.9 |
Listed notes and
bonds |
17.6 |
17.6 |
466.5 |
438.1 |
939.8 |
Debt issued by
controlled structured entities |
576.8 |
262.6 |
2,065.3 |
4,362.8 |
7,267.5 |
Derivative
financial instruments |
0.9 |
(4.8) |
— |
0.0 |
(3.9) |
Lease
liabilities |
10.8 |
10.4 |
30.1 |
34.6 |
85.9 |
Other financial liabilities |
9.2 |
1.4 |
23.2 |
— |
33.8 |
|
882.3 |
481.9 |
2,770.3 |
4,835.5 |
8,970.0 |
As at 31 March 2024 the Group has liquidity of
£1,177.4m (2023: £1,099.9m) which consists of undrawn debt facility
of £550m (2023: £550m) and £627.4m (2023: £549.9m) of unencumbered
cash. Unencumbered cash excludes £362.6m (2023: £407.6m) of
restricted cash held principally by structured entities controlled
by the Group.
|
Contractual maturity analysis |
|
Less than one year |
One to two years |
Two to five years |
More than five years |
Total |
As at 31 March 2023 |
£m |
£m |
£m |
£m |
£m |
Financial liabilities |
|
|
|
|
|
Private
placements |
78.2 |
273.5 |
282.2 |
106.7 |
740.6 |
Listed notes and
bonds |
18.1 |
18.1 |
486.8 |
461.5 |
984.5 |
Debt issued by
controlled structured entities |
176.3 |
204.6 |
2,430.4 |
3,748.0 |
6,559.3 |
Derivative
financial instruments |
(1.6) |
(3.1) |
(4.4) |
0.0 |
(9.1) |
Lease liabilities |
8.5 |
11.3 |
32.0 |
46.1 |
97.9 |
|
279.5 |
504.4 |
3,227.0 |
4,362.3 |
8,373.2 |
The Group’s policy is to maintain continuity of
funding. Due to the long-term nature of the Group’s assets, the
Group seeks to ensure that the maturity of its debt instruments is
matched to the expected maturity of its assets.
21. Financial risk management
continued
Credit risk
Credit risk is the risk of financial loss to the Group as a result
of a counterparty failing to meet its contractual obligations. This
risk is principally in connection with the Group’s investments.
This risk is mitigated by the disciplined credit
procedures that the relevant Fund Investment Committees have in
place prior to making an investment and the ongoing monitoring of
investments throughout the ownership period. In addition, the risk
of significant credit loss is further mitigated by the Group’s
diversified investment portfolio in terms of geography and industry
sector. The Group is exposed to credit risk through its financial
assets (see note 5) and investment in joint ventures reported at
fair value.
Exposure to credit risk
|
Group |
2023 |
£m |
£m |
Investment in private and public companies |
406.2 |
267.3 |
Investment in
managed funds |
2,310.0 |
2,153.4 |
Non-consolidated
CLOs and credit funds |
131.0 |
113.3 |
Consolidated CLOs
and credit funds |
4,617.5 |
4,669.1 |
Derivatives
assets |
9.3 |
22.0 |
Investment in joint venture |
— |
5.8 |
Total financial assets at fair value |
7,474.0 |
7,230.9 |
The Group manages its operational cash balance
by the regular forecasting of cash flow requirements, debt
management and cash pooling arrangements. Credit risk exposure on
cash and derivative instruments is managed in accordance with the
Group’s treasury policy which provides limits on exposures with any
single financial institution. The majority of the Group’s surplus
cash is held in AAA rated Money Market funds. Other credit
exposures arise from outstanding derivatives with financial
institutions rated from A- to A+.
The Group is exposed to credit risk as a result
of financing guarantees provided. The maximum exposure to
guarantees is £7.3m (2023: £7.9m). No liability has been recognised
in respect of these guarantees.
The Directors consider the Group’s credit
exposure to trade and other receivables to be low and as such no
further analysis has been presented. The Directors consider the
credit risk of consolidated CLOs and credit funds to be low.
The Group’s investments in consolidated CLOs and
credit funds controlled by the Group principally comprise senior
loans. The Group’s exposure to the credit risk of this collateral,
in these consolidated entities, is limited to its investment into
these entities, which at 31 March 2024 was £297.8m (2023:
£339.4m).
The carrying amount of financial assets at fair
value through profit and loss represents the Directors’ assessment
of the maximum credit risk exposure of the Group and Company at the
balance sheet date.
Other than the Group investments in
non-consolidated CLOs and consolidated CLOs, the Group has no
direct exposure to defaulted and past due financial assets.
Capital management
Managing capital is the ongoing process of
determining and maintaining the quantity and quality of capital
appropriate for the Group and ensuring capital is deployed in a
manner consistent with the expectations of our stakeholders. The
primary objectives of the Group’s capital management are (i) align
the Group’s interests with its clients, (ii) grow third-party fee
income in the FMC and (iii) maintain robust capitalisation,
including ensuring that the Group complies with externally imposed
capital requirements by the Financial Conduct Authority (the FCA).
The Group’s strategy has remained unchanged from the year ended 31
March 2024.
(i) Regulatory capital
requirements
The Group is required to hold capital resources
to cover its regulatory capital requirements. The Group’s capital
for regulatory purposes comprises the capital and reserves of the
Company, comprising called up share capital, reserves and retained
earnings as disclosed in the Statement of Changes in Equity (see
page 33). The full Pillar 3 disclosures are available on the
Group’s website: www.icgam.com.
21. Financial risk management
continued
(ii) Capital and risk management
policies
The capital structure of the Group under
UK-adopted IAS consists of cash and cash equivalents, £990m (2023:
£957.5m) (see note 6); debt, which includes borrowings, £1,447.4m,
(2023: £1,536.7m) (see note 7) and the capital and reserves of the
Company, comprising called up share capital, reserves and retained
earnings as disclosed in the Statement of Changes in Equity,
£896.5m (2023: £825.8m). Details of the Reportable segment capital
structure are set out in note 4.
22. Called up share capital and share premium
Share capital represents the number of issued ordinary shares in
Intermediate Capital Group plc multiplied by their nominal value of
26¼p each.
Under the Company’s Articles of Association, any share in the
Company may be issued with such rights or restrictions, whether in
regard to dividend, voting, transfer, return of capital or
otherwise as the Company may from time to time by ordinary
resolution determine or, in the absence of any such determination,
as the Board may determine. All shares currently in issue are
ordinary shares of 26¼p each carrying equal rights. The Articles of
Association of the Company cannot be amended without shareholder
approval.
The Directors may refuse to register any transfer of any share
which is not a fully paid share, although such discretion may not
be exercised in a way which the Financial Conduct Authority regards
as preventing dealings in the shares of the relevant class or
classes from taking place on an open and proper basis. The
Directors may likewise refuse to register any transfer of a share
in favour of more than four persons jointly.
The Company is not aware of any other restrictions on the
transfer of ordinary shares in the Company other than:
- Certain restrictions that may from
time to time be imposed by laws and regulations (for example,
insider trading laws or the UK Takeover Code)
- Pursuant to the Listing Rules of
the Financial Conduct Authority whereby certain employees of the
Company require approval of the Company to deal in the Company’s
shares
The Company has the authority limited by shareholder resolution
to issue, buy back, or cancel ordinary shares in issue (including
those held in trust, described below). New shares are issued when
share options are exercised by employees. The Company has
294,365,326 authorised shares (2023: 294,332,182)
|
Number of ordinary
shares of 26¼p allotted,
called up and fully paid |
Share Capital
£m |
Share Premium
£m |
1 April 2023 |
294,332,182 |
77.3 |
180.9 |
Shares issued |
33,144 |
— |
0.4 |
31 March 2024 |
294,365,326 |
77.3 |
181.3 |
|
Number of ordinary
shares of 26¼p allotted,
called up and fully paid |
Share Capital
£m |
Share Premium
£m |
1 April 2022 |
294,285,804 |
77.3 |
180.3 |
Shares issued |
46,378 |
— |
0.6 |
31 March 2023 |
294,332,182 |
77.3 |
180.9 |
23. Own shares reserve
Accounting policy
Own shares are recorded by the Group when ordinary shares are
purchased in the market by ICG plc or through the ICG Employee
Benefit Trust 2015 (‘EBT’).
The EBT is a special purpose vehicle, with the purpose of
purchasing and holding shares of the Company for the hedging of
future liabilities arising as a result of the employee share-based
compensation schemes, (see note 24) in a way that does not dilute
the percentage holdings of existing shareholders.
Own shares are held at cost and their purchase reduces the Group’s
net assets by the amount spent. When shares vest or are cancelled,
they are transferred from own shares to the retained earnings
reserve at their weighted average cost. No gain or loss is
recognised on the purchase, sale, issue or cancellation of the
Company’s own shares. |
The movement in the year is as follows:
|
2024 |
2023 |
2024 |
2023 |
|
£m |
£m |
Number |
Number |
1 April |
103.4 |
93 |
9,249,895 |
7,734,849 |
Purchased
(ordinary shares of 26¼p) |
— |
38.9 |
— |
3,000,000 |
Options/awards exercised |
(24.2) |
(28.5) |
(1,583,032) |
(1,484,954) |
As at 31 March |
79.2 |
103.4 |
7,666,863 |
9,249,895 |
Of the total shares held by the Group, 3,733,333
shares were held by the Company in the Own Share Reserve at 31
March 2024 and 31 March 2023 at a cost of £21.3m. These shares were
purchased through a share buy back programme in prior years.
The number of shares held by the Group at the
balance sheet date represented 2.6% (2023: 3.1%) of the Parent
Company’s allotted, called up and fully paid share capital.
24. Share-based payments
Accounting policy
The Group issues compensation to its employees under equity-settled
share-based payment plans.
Equity-settled share-based payments are measured at the fair value
of the awards at grant date. The fair value includes the effect of
non-market based vesting conditions. The fair value determined at
the date of grant is expensed on a straight line basis over the
vesting period.
At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of
non-market based vesting conditions. The impact of the revision of
the original estimates, if any, is recognised in the income
statement with a corresponding adjustment to equity. |
The total charge to the income statement for the
year was £43.9m (2023: £39.5m) and this was credited to the
share-based payments reserve. Details of the different types of
awards are as follows:
Intermediate Capital Group plc Omnibus
Plan
The Omnibus Plan provides for three different
award types: Deferred Share Awards, PLC Equity Awards and Special
Recognition Awards.
Deferred Share Awards
Awards are made after the end of the financial
year (and in a small number of cases during the year) to reward
employees for delivering cash profits, managing the cost base, and
employing sound risk and business management. These share awards
typically vest one-third at the end of the first, second and third
years following the year of grant, unless the individual leaves for
cause or to join a competitor. Dividend equivalents accrue to
participants during the vesting period and are paid at the vesting
date. Awards are based on performance against the individual’s
objectives. There are no further performance conditions.
24. Share-based payments continued
PLC Equity Awards
Awards are made after the end of the financial
year to reward employees, including Executive Directors, for
increasing long-term shareholder value. These share awards
typically vest one-third at the end of the third, fourth and fifth
years following the year of grant, unless the individual leaves for
cause or to join a competitor. Dividend equivalents accrue to
participants during the vesting period and are paid at the vesting
date. Awards are based on performance against the individual’s
objectives. There are no further performance conditions.
Special Recognition Awards
Awards are made after the end of the financial
year to reward employees for delivering cash profits, managing the
cost base, and employing sound risk and business management. These
share awards vest at the end of the first year following the year
of grant, unless the individual leaves for cause or to join a
competitor. Dividend equivalents accrue to participants during the
vesting period and are paid at the vesting date. Awards are based
on performance against the individual’s objectives. There are no
further performance conditions.
Share awards outstanding under the Omnibus Plan
were as follows:
Deferred share awards
|
Number |
Weighted average fair value |
2024 |
2023 |
2024 |
2023 |
Outstanding at 1 April |
2,964,516 |
2,470,280 |
15.75 |
16.52 |
Granted |
2,316,207 |
1,811,061 |
13.35 |
14.27 |
Vested |
(1,476,697) |
(1,316,825) |
15.62 |
15.00 |
Outstanding as at 31 March |
3,804,026 |
2,964,516 |
14.35 |
15.75 |
|
Number |
Weighted average fair value |
PLC Equity awards |
2024 |
2023 |
2024 |
2023 |
Outstanding at 1 April |
2,142,252 |
2,139,210 |
12.21 |
10.33 |
Granted |
982,261 |
777,577 |
13.35 |
14.27 |
Vested |
471,806 |
(774,535) |
12.17 |
9.84 |
Outstanding as at 31 March |
3,596,319 |
2,142,252 |
14.68 |
12.21 |
|
Number |
Weighted average fair value |
Special Recognition Awards |
2024 |
2023 |
2024 |
2023 |
Outstanding as at 1 April |
46,154 |
— |
14.27 |
— |
Granted |
— |
46,154 |
— |
14.27 |
Vesting |
(46,154) |
— |
14.27 |
— |
Outstanding as at 31 March |
— |
46,154 |
— |
14.27 |
The fair values of awards granted under the ICG
plc Omnibus Plan are determined by the average share price for the
five business days prior to grant
Intermediate Capital Group plc Buy Out
Awards
Buy Out Awards are shares awarded to new
employees in lieu of prior awards forfeited. These share awards
shall vest or be forfeited according to the schedule and terms of
the forfeited awards, and any performance conditions detailed in
the individual’s employment contract. Buy Out Awards may be cash
settled. Buy Out Awards outstanding were as follows:
|
Number |
Weighted average fair value |
Buy Out
Awards |
2024 |
2023 |
2024 |
2023 |
Outstanding as at
1 April |
1,097,088 |
155,940 |
12.96 |
12.85 |
Granted |
180,336 |
1,307,916 |
14.46 |
12.68 |
Vesting |
(468,121) |
(366,768) |
13.55 |
13.35 |
Outstanding as at 31 March |
809,303 |
1,097,088 |
13.41 |
12.96 |
The fair values of the Buy Out Awards granted
are determined by the average share price for the five business
days prior to grant.
24. Share-based payments continued
Save As You Earn
The Group offers a Sharesave Scheme (‘SAYE’) to
its UK employees. Options are granted at a 20% discount to the
prevailing market price at the date of issue. Options to this
equity-settled scheme are exercisable at the end of a three-year
savings contract. Participants are not entitled to dividends prior
to the exercise of the options. The maximum amount that can be
saved by a participant in this way is £6,000 in any tax year.
Fair value is measured using the Black–Scholes
valuation model, which considers the current share price of the
Group, the risk-free interest rate and the expected volatility of
the share price over the life of the award. The expected volatility
was calculated by analysing three years of historic share price
data of the Group.
The total amount to be expensed over the vesting
period is determined by reference to the fair value of the share
awards and options at grant date, which is remeasured at each
reporting date. The total amount to be expensed during the year is
£169,587 (2023: £210,031).
Save As You Earn
|
Number |
Weighted average fair value |
2024 |
2023 |
2024 |
2023 |
Outstanding as at 1 April |
103,818 |
199,737 |
5.00 |
4.54 |
Granted |
197,452 |
— |
4.00 |
— |
Vesting |
(32,851) |
(46,378) |
3.32 |
3.26 |
Forfeited |
(46,298) |
(49,541) |
5.54 |
4.30 |
Outstanding as at 31 March |
222,121 |
103,818 |
4.25 |
5.00 |
Growth Incentive Award
The Growth Incentive Award ('GIA’) is a
market-value share option. Grants of options are made following the
end of the financial year to reward employees for performance and
to enhance alignment of interests. The GIA is a right to acquire
shares during the exercise period (seven years following the
vesting date) for a price equal to the market value of those shares
on the grant date. These options vest at the end of the third year
following the year of grant, unless the individual leaves for cause
or to join a competitor. Awards are based on performance against
the individual’s objectives.
Growth Incentive Award
|
Number |
Weighted average fair value |
2024 |
2023 |
2024 |
2023 |
Outstanding as at 1 April |
463,000 |
— |
3.13 |
— |
Granted |
— |
480,000 |
— |
3.13 |
Vesting |
— |
— |
— |
— |
Forfeited |
(52,000) |
(17,000) |
3.13 |
— |
Outstanding as at 31 March |
411,000 |
463,000 |
3.13 |
3.13 |
25. Financial commitments
As described in the Strategic Report, the Group
invests balance sheet capital alongside the funds it manages to
grow the business and create long-term shareholder value.
Commitments are made at the time of a fund’s launch and are drawn
down with the fund as it invests (typically over five years).
Commitments may increase where distributions made are recallable.
Commitments are irrevocable. At the balance sheet date the Group
had undrawn commitments, which can be called on over the commitment
period, as follows:
|
2024 |
2023 |
|
£m |
£m |
ICG Europe Fund V |
24.2 |
29.9 |
ICG Europe Fund
VI |
79.8 |
82.0 |
ICG Europe Fund
VII |
105.2 |
111.7 |
ICG Europe Fund
VIII |
192.4 |
185.5 |
ICG Mid-Market
Fund |
14.3 |
25.1 |
ICG Mid-Market
Fund II |
64.1 |
— |
Intermediate
Capital Asia Pacific Fund III |
60.7 |
45.4 |
ICG Asia Pacific
Fund IV |
52.3 |
93.5 |
ICG Strategic
Secondaries Fund II |
32.1 |
33.1 |
ICG Strategic
Equity Fund III |
95.9 |
72.3 |
ICG Strategic
Equity Fund IV |
35.6 |
38.8 |
ICG Strategic
Equity Fund V |
79.2 |
— |
ICG Recovery Fund
II |
40.8 |
34.3 |
LP
Secondaries |
20.8 |
47.4 |
ICG Senior Debt
Partners II |
4.0 |
3.8 |
ICG Senior Debt
Partners III |
5.1 |
5.8 |
ICG Senior Debt
Partners IV |
6.7 |
7.3 |
Senior Debt
Partners V |
26.6 |
42.3 |
Senior Debt
Partners NYCERS |
1.6 |
— |
ICG North
American Private Debt Fund |
26.9 |
27.5 |
ICG North
American Private Debt Fund II |
24.6 |
27.9 |
ICG North
American Credit Partners III |
79.2 |
38.1 |
ICG-Longbow UK
Real Estate Debt Investments V |
0.2 |
0.2 |
ICG-Longbow UK
Real Estate Debt Investments VI |
12.4 |
13.9 |
ICG-Longbow
Development Fund |
6.8 |
6.8 |
ICG Living |
20.9 |
21.8 |
ICG
Infrastructure Equity Fund I |
31.7 |
59.8 |
ICG
Infrastructure Equity Fund II |
10.1 |
— |
ICG Private
Markets Pooling - Sale and Leaseback |
18.4 |
35.9 |
ICG Sale &
Leaseback II |
16.5 |
17.0 |
ICG Metropolitan 2 |
36.8 |
— |
|
1,225.9 |
1,107.1 |
26. Related party transactions
Subsidiaries
The Group is not deemed to be controlled or
jointly controlled by any party directly or through intermediaries.
The Group consists of the Parent Company, Intermediate Capital
Group plc, incorporated in the UK, and its subsidiaries listed in
note 27. All entities meeting the definition of a controlled entity
as set out in IFRS 10 are consolidated within the results of the
Group. All transactions between the Parent Company and its
subsidiary undertakings are classified as related party
transactions for the Parent Company financial statements and are
eliminated on consolidation. Significant transactions with
subsidiary undertakings relate to dividends received, the aggregate
amount received during the year is £240.0m (2023: £386.6m) and
recharge of costs to a subsidiary of £93.2m (2023: £168.5m)
Associates and joint
ventures
An associate is an entity over which the Group
has significant influence, but not control, over the financial and
operating policy decisions of the entity. As the investments in
associates are held for venture capital purposes they are
designated at fair value through profit or loss. A joint venture is
an arrangement whereby the parties have joint control over the
arrangements, see note 29. Where the investment is held for venture
capital purposes they are designated as fair value through profit
or loss. These entities are related parties and the significant
transactions with associates and joint ventures are as follows:
|
2024 |
2023 |
|
£m |
£m |
Income statement |
|
|
Net gains/(losses) on investments |
84.5 |
(17.2) |
|
84.5 |
(17.2) |
|
2024 |
2023 |
|
£m |
£m |
Statement of financial position |
|
|
Trade and other
receivables |
179.2 |
66.8 |
Trade and other payables |
(155.0) |
(52.3) |
|
24.2 |
14.5 |
Unconsolidated structured entities
The Group has determined that, where the Group
holds an investment, loan, fee receivable, guarantee or commitment
with an investment fund, carried interest partnership or CLO, this
represents an interest in a structured entity in accordance with
IFRS 12 Disclosure of Interest in Other Entities (see note 30). The
Group provides investment management services and receives
management fees (including performance-related fees) and dividend
income from these structured entities, which are related parties.
Amounts receivable and payable from these structured entities
arising in the normal course of business remain outstanding. At 31
March 2023, the Group’s interest in and exposure to unconsolidated
structured entities are as follows:
|
2024 |
2023 |
|
£m |
£m |
Income statement |
|
|
Management
fees |
502.5 |
473.5 |
Performance
fees |
75.7 |
19.4 |
Dividend income |
— |
0.1 |
|
578.2 |
493.0 |
|
|
|
|
2024 |
2023 |
|
£m |
£m |
Statement of financial position |
|
|
Performance fees
receivable |
83.7 |
37.5 |
Trade and other
receivables |
848.1 |
781.9 |
Trade and other payables |
(807.4) |
(718.3) |
|
124.4 |
101.1 |
26. Related party transactions
continued
Key management personnel
Key management personnel are defined as the Executive Directors.
The Executive Directors of the Group are Benoît Durteste , David
Bicarregui and Antje Hensel-Roth.
The compensation of key management personnel during the year was
as follows:
|
2024 |
2023 |
|
£m |
£m |
Short-term employee benefits |
3.7 |
3.7 |
Post-employment
benefits |
0.2 |
0.1 |
Other long-term
benefits |
0.2 |
0.9 |
Share-based payment benefits |
6.9 |
7.0 |
|
11.0 |
11.7 |
Fees paid to Non-Executive Directors were as follows:
|
2024 |
2023 |
|
£000 |
£000 |
William Rucker |
375.0 |
63.9 |
Andrew Sykes |
120.0 |
290.5 |
Rosemary
Leith |
134.5 |
113.9 |
Matthew
Lester |
120.5 |
116.5 |
Virginia
Holmes |
120.5 |
120.5 |
Stephen
Welton |
90.5 |
90.5 |
Amy
Schioldager |
125.0 |
125.0 |
Rusty
Nelligan |
104.5 |
108.5 |
Kathryn Purves |
— |
134.5 |
The remuneration of Directors and key executives
and Non-Executive Directors is determined by the Remuneration
Committee having regard to the performance of individuals and
market rates.
27. Subsidiaries
Accounting
policy
Investment in subsidiaries
The Group consists of the Parent Company, Intermediate Capital
Group plc, and its subsidiaries, described collectively herein as
‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent
Company statement of financial position are recorded at cost less
provision for impairments or at fair value through profit or
loss.
Key accounting judgement
A key judgement for the Group is whether the Group controls an
investee or fund and is required to consolidate the investee or
fund into the results of the Group. Control is determined by the
Directors’ assessment of decision making authority, rights held by
other parties, remuneration and exposure to returns.
When assessing whether the Group controls any fund it manages (or
any entity associated with a fund) it is necessary to determine
whether the Group acts in the capacity of principal or agent for
the third-party investor. An agent is a party primarily engaged to
act on behalf and for the benefit of another party or parties,
whereas a principal is primarily engaged to act for its own
benefit.
A key judgement when determining that the Group acts in the
capacity of principal or agent is the kick-out rights of the
third-party fund investors. We have reviewed these kick-out rights,
across each of the entities where the Group has an interest. Where
fund investors have substantive rights to remove the Group as the
investment manager it has been concluded that the Group is an agent
to the fund and thus the fund does not require consolidation into
the Group. We consider if the Group has significant influence over
these entities and, where we conclude it does, we recognise them as
associates. Where the conclusion is that the Group acts in the
capacity of principal the fund has been consolidated into the
Group’s results.
Where the Group has Trust entities in investment deals or fund
structures, a key judgement is whether the Trust is acting on
behalf of the Group or another third party. Where the Trust is
considered to act as an agent of the Group, the Trust and its
related subsidiaries have been consolidated into the Group.
As a fund manager ICG participates in carried interest partnerships
(CIPs), the participants of which are the Group, certain of the
Group’s employees and others connected to the underlying fund.
These vehicles have two purposes: 1) to facilitate payments of
carried interest from the fund to carried interest participants,
and 2) to facilitate individual co-investment into the funds. The
Directors have undertaken a control assessment of each CIP in
accordance with IFRS10 and have considered whether the CIP
participants were providing a service for the benefit of the Group.
In undertaking this assessment the Directors took account of the
following key considerations:
- the Group’s exposure to the
variable returns of the CIP is limited to the amounts allocated to
the Group (see ’Other information’). Such allocations are typically
20% or less of total returns realised by the CIP with the balance
attributable to other participants
- CIPs are used to facilitate
substantial co-investment by individuals in the underlying funds.
These individuals are exposed to the risk of personal financial
loss
- fund investors can, in certain
conditions, veto changes in the key persons managing the fund
The Directors have assessed that certain CIPs are controlled, and
they are included within the list of controlled structured entities
below. The Directors conclude that other CIPs are not controlled by
the Group. The Directors conclude that other CIPs are not
controlled by the Group. |
27. Subsidiaries continued
The Group consists of a Parent Company,
Intermediate Capital Group plc, incorporated in the UK, and a
number of subsidiaries held directly or indirectly by ICG plc,
which operate and are incorporated around the world. The subsidiary
undertakings of the Group are shown below. All are wholly owned,
and the Group’s holding is in the ordinary share class, except
where stated. The Companies Act 2006 requires disclosure of certain
information about the Group’s related undertakings. Related
undertakings are subsidiaries, joint ventures and associates.
The registered office of all related undertakings at 31 March 2024
was Procession House, 55 Ludgate Hill, New Bridge Street, London
EC4M 7JW, unless otherwise stated.
The financial year end of all related undertakings is 31 March,
unless otherwise stated.
All entities are consolidated as at 31 March
Directly held subsidiaries
Name |
Ref1 |
Country of incorporation |
Principal activity |
Share class |
% Voting rights held |
ICG Asset Management Limited |
|
United Kingdom |
Holding company |
Ordinary shares |
100% |
ICG FMC
Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
Intermediate
Capital Investments Limited |
|
England &
Wales |
Investment
company |
Ordinary
shares |
100% |
ICG Global
Investment UK Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
ICG Carbon
Funding Limited |
|
England &
Wales |
Investment
company |
Ordinary
shares |
100% |
ICG Longbow
Richmond Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
ICG-Longbow BTR
Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
ICG Japan
(Funding 2) Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
ICG Longbow
Development (Brighton) Limited |
|
England &
Wales |
Holding
company |
Ordinary
shares |
100% |
LREC Partners
Investments No. 2 Limited |
|
England &
Wales |
Investment
company |
Ordinary
shares |
55% |
ICG Longbow
Senior Debt I GP Limited |
|
England &
Wales |
General
partner |
Ordinary
shares |
100% |
ICG Debt Advisors
(Cayman) Ltd |
4 |
Cayman
Islands |
Advisory
company |
Ordinary
shares |
100% |
ICG Re Holding
(Germany) GmbH |
9 |
Germany |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG Watch Jersey
GP Limited |
19 |
Jersey |
General
partner |
Ordinary
shares |
100% |
Intermediate
Investments Jersey Limited |
19 |
Jersey |
Investment
company |
Ordinary
shares |
100% |
Intermediate Capital Group Espana SL |
33 |
Spain |
Advisory company |
Ordinary shares |
100% |
1
Registered
addresses are disclosed on page 79.
27. Subsidiaries continued
Indirectly held subsidiaries
Name |
Ref1 |
Country of incorporation |
Principal activity |
Share class |
% Voting rights held |
ICG Alternative Investment Limited |
|
England & Wales |
Advisory company |
Ordinary shares |
100% |
Intermediate
Capital Managers Limited |
|
England &
Wales |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital Asia Pacific Limited |
12 |
Hong Kong |
Advisory
company |
Ordinary
shares |
100% |
ICG Europe S.à
r.l. |
23 |
Luxembourg |
Advisory
company |
Ordinary
shares |
100% |
ICG Enterprise
Co-Investment GP Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG-Longbow B
Investments L.P. |
|
England &
Wales |
Investment
company |
N/A |
50% |
ICG-Longbow
Development GP LLP |
|
England &
Wales |
General
Partner |
N/A |
—% |
Longbow Real
Estate Capital LLP |
|
England &
Wales |
Advisory
company |
N/A |
—% |
ICG Senior Debt
Partners UK GP Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Group SAS |
8 |
France |
Advisory
company |
Ordinary
shares |
100% |
ICG Nordic
AB |
34 |
Sweden |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital Group Dienstleistungsgesellschaft mbH |
9 |
Germany |
Service
company |
Ordinary
shares |
100% |
Intermediate
Capital Group Benelux B.V. |
30 |
Netherlands |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital Group Inc. |
17 |
United
States |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital GP 2003 Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital GP 2003 No.1 Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Asia Pacific Mezzanine 2005 GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Asia Pacific Mezzanine Opportunity 2005 GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Asia Pacific 2008 GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Europe Fund V
GP Limited |
18 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Group Beratungsgesellschaft GmbH |
9 |
Germany |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital Group (Singapore) Pte. Limited |
32 |
Singapore |
Advisory
company |
Ordinary
shares |
100% |
ICG North America
Associates LLC |
17 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Japan KK |
14 |
Japan |
Advisory
company |
Ordinary
shares |
100% |
ICG Asia Pacific
Fund III GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Alternative
Credit (Luxembourg) GP S.A. |
25 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Alternative
Credit (Cayman) GP Limited |
5 |
Cayman
Islands |
General
Partner |
Ordinary
shares |
100% |
ICG Senior Debt
Partners |
28 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Secondaries Carbon Associates LLC |
17 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG European Fund
2006 B GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Europe Fund
VI GP Limited |
18 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Total Credit
(Global) GP, S.à r.l. |
24 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG EFV MLP
Limited |
18 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG-Longbow IV GP
S.à r.l. |
20 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Europe Fund
VI Lux GP S.à r.l. |
20 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Centre Street
Partnership GP Limited |
18 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Group Polska Sp. z.o.o |
31 |
Poland |
Service
company |
Ordinary
shares |
100% |
ICG Recovery Fund
2008 B GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Europe Fund
VII GP S.à r.l. |
28 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG - Longbow
Fund V GP S.à r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Private
Markets GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Europe
Mid-Market Fund GP S.à r.l. |
28 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Inc |
17 |
Delaware |
Dormant |
Ordinary
shares |
100% |
ICG MF 2003 No.1
EGP 1 Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG MF 2003 No.1
EGP 2 Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG MF 2003 No. 3
EGP 1 Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG MF 2003 No.3
EGP 2 Limited |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG Private
Credit GP S.à r.l. |
28 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Group (Italy) S.r.l |
13 |
Italy |
Advisory
company |
Ordinary
shares |
100% |
ICG-LONGBOW
SENIOR GP LLP |
|
England &
Wales |
General
Partner |
N/A |
—% |
ICG Alternative
Credit Warehouse Fund I GP, LLC |
17 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Alternative
Credit (Jersey) GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Enterprise
Carry GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Senior Debt
Partners Performance GP Limited |
19 |
Jersey |
General
Partner |
Ordinary
shares |
100% |
ICG Structured
Special Opportunities GP Limited |
5 |
Cayman
Islands |
General
Partner |
Ordinary
shares |
100% |
ICG Asia Pacific
Fund IV GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG European
Credit Mandate GP S.à r.l. |
28 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG
Infrastructure Equity Fund I GP S.a.r.l |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG LP
Secondaries Fund Associates I S.a. r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG US Senior
Loan Fund GP Ltd |
5 |
Cayman
Islands |
General
Partner |
Ordinary
shares |
100% |
ICG Recovery Fund
II GP S.à r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity IV GP LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG North
American Private Debt (Offshore) GP Limited Partnership |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Europe Fund
VI GP Limited Partnership |
18 |
Jersey |
Limited
Partner |
N/A |
—% |
ICG Strategic
Secondaries Carbon (Offshore) GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Strategic
Secondaries II (Offshore) GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Strategic
Secondaries II GP LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG North
American Private Debt II GP LP |
17 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG North
American Private Debt II (Offshore) GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Japan Cayman
Performance GP Limited |
5 |
Cayman
Islands |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity Side Car GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Strategic
Equity III (Offshore) GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Australian
Senior Debt GP Limited |
5 |
Cayman
Islands |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity Side Car (Onshore) GP LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Europe Fund
VIII GP S.à r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG North
American Private Equity I GP LP |
21 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Real Estate
Debt VI GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Excelsior GP
S.à r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Life Sciences
GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity Associates IV S.à r.l |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity IV GP LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG RE AUSTRALIA
GROUP PTY LTD |
3 |
Australia |
Service
company |
Ordinary
shares |
100% |
ICG (DIFC)
Limited |
26 |
United Arab
Emirates |
Service
company |
Ordinary
shares |
100% |
ICG Metropolitan
GP S.à r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Senior Debt
Partners GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Real Estate
Senior Debt V GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG SRE GP II S.à
r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Living GP S.a
r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Europe
Mid-Market Fund II GP S.à r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG
Infrastructure Fund II GP S.à r.l |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity GP V S.à r.l. |
29 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Fund Advisors
LLC |
17 |
Delaware |
Advisory
company |
Ordinary
shares |
100% |
ICG Alternative
Credit LLC |
17 |
Delaware |
Advisory
company |
Ordinary
shares |
100% |
ICG Strategic
Equity Advisors LLC |
17 |
Delaware |
Advisory
company |
Ordinary
shares |
100% |
ICG Debt
Administration LLC |
17 |
Delaware |
Service
company |
Ordinary
shares |
100% |
ICG Strategic
Equity Associates II LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Velocity
Co-Investor Associates LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Debt Advisors
LLC - Manager Series |
17 |
Delaware |
Advisory
company |
Ordinary
shares |
100% |
ICG North America
Associates II LLC |
17 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity Associates III LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG Augusta
Associates LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG STRATEGIC
EQUITY ASSOCIATES IV LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG LP
Secondaries Associates I LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG North America
Associates III LLC |
17 |
United
States |
General
Partner |
Ordinary
shares |
100% |
ICG Global
Investment Jersey Limited |
18 |
Jersey |
Investment
company |
Ordinary
shares |
100% |
ICG North America
Holdings Limited |
5 |
Cayman
Islands |
Investment
company |
Ordinary
shares |
100% |
ICG Global
Nominee Jersey Limited |
18 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG Global
Nominee Jersey 2 Limited |
18 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG RE CORPORATE
AUSTRALIA PTY LTD |
3 |
Australia |
Service
company |
Ordinary
shares |
100% |
ICG RE CAPITAL
PARTNERS AUSTRALIA PTY LTD |
3 |
Australia |
Advisory
company |
Ordinary
shares |
100% |
ICG RE FUNDS
MANAGEMENT AUSTRALIA PTY LTD |
3 |
Australia |
Service
company |
Ordinary
shares |
100% |
Intermediate
Capital Managers (Australia) PTY Limited |
2 |
Australia |
Advisory
company |
Ordinary
shares |
100% |
Intermediate
Capital Australia PTY Limited |
1 |
Australia |
Advisory
company |
Ordinary
shares |
100% |
ICG Alternative
Investment (Netherlands) B.V. |
30 |
Netherlands |
Advisory
company |
Ordinary
shares |
100% |
ICG Asia Pacific
Fund IV GP LP SCSp |
27 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Augusta GP
LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG NA Debt
Co-Invest Limited |
15 |
England &
Wales |
Investment
company |
Ordinary
shares |
100% |
ICG Debt Advisors
LLC – Holdings Series |
17 |
Delaware |
Investment
company |
Ordinary
shares |
100% |
ICG EFV MLP GP
LIMITED |
|
England &
Wales |
General
Partner |
Ordinary
shares |
100% |
ICG Europe Fund
VII GP LP SCSp |
28 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Europe Fund
VIII GP LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Europe
Mid-Market Fund GP LP SCSp |
28 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG European
Credit Mandate GP LP SCSp |
28 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG EXCELSIOR GP
LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Executive
Financing Limited |
19 |
Jersey |
Service
company |
Ordinary
shares |
100% |
ICG
Infrastructure Equity Fund I GP LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Life Sciences
GP LP SCSp |
27 |
Luxembourg |
Limited
Partner |
N/A |
—% |
Avanton Richmond
Developments Limited |
7 |
England &
Wales |
Special purpose
vehicle |
Ordinary
shares |
70% |
ICG LP
Secondaries I GP LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Employee
Benefit Trust 2015 |
11 |
Guernsey |
N/A |
Ordinary
shares |
100% |
ICG Private
Markets General Partner SCSp |
27 |
Luxembourg |
General
Partner |
N/A |
—% |
ICG Real Estate
Debt VI GP LP SCSp |
27 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Recovery Fund
II GP LP SCSp |
29 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Strategic
Equity Side Car II GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
ICG Strategic
Equity Side Car II (Onshore) GP LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Velocity GP
LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Velocity
Co-Investor GP LP |
16 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Velocity
Co-Investor (Offshore) GP LP |
5 |
Cayman
Islands |
Limited
Partner |
N/A |
—% |
Wise Living Homes
Limited |
6 |
England &
Wales |
Special purpose
vehicle |
Ordinary
shares |
83% |
Wise Limited
Amber Langley Mill Limited |
6 |
United
Kingdom |
Special purpose
vehicle |
Ordinary
shares |
83% |
ICG Longbow
Development Debt Limited |
|
England &
Wales |
Investment
company |
Ordinary
shares |
100% |
ICG-Longbow
Investment 3 LLP |
|
England &
Wales |
Special purpose
vehicle |
N/A |
—% |
ICG Asia Pacific
Fund III GP Limited Partnership |
19 |
Jersey |
Limited
Partner |
N/A |
—% |
ICG Europe Fund V
GP Limited Partnership |
18 |
Jersey |
Limited
Partner |
N/A |
—% |
ICG Europe
Copenhagen, filial af ICG Europe S.à r.l. |
35 |
Denmark |
Branch |
N/A |
100% |
ICG Europe SARL -
Frankfurt Branch |
36 |
Germany |
Branch |
N/A |
100% |
ICG Europe SARL -
Milan Branch |
37 |
Italy |
Branch |
N/A |
100% |
ICG Europe SARL -
Paris Branch |
38 |
France |
Branch |
N/A |
100% |
ICG North America
Associates III S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG North
American Private Debt GP LP |
17 |
Delaware |
Limited
Partner |
N/A |
—% |
ICG Real Estate
Opportunities APAC GP S.à r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Strategic
Equity GP V LLC |
16 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
Intermediate
Capital Managers Limited (France Branch) |
38 |
France |
Branch |
N/A |
100% |
ICG
Infrastructure APAC I GP S.à r.l. |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
Rock Investments
GP S.à r.l. |
27 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Real Estate
Debt VII GP Sarl |
22 |
Luxembourg |
General
Partner |
Ordinary
shares |
100% |
ICG Seed Asset
Founder LP Limited |
19 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG North
American Private Equity Debt Limited |
19 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG Real Estate E
Debt Limited |
19 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG Life Sciences
Debt Limited |
19 |
Jersey |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG North
American Private Equity Associates I LLC |
21 |
Delaware |
General
Partner |
Ordinary
shares |
100% |
ICG North
American Private Equity Fund I LP |
21 |
Delaware |
Special purpose
vehicle |
N/A |
—% |
ICG Life Sciences
SCSp |
27 |
Luxembourg |
Limited
Partner |
N/A |
—% |
ICG Life Sciences
Feeder SCSp |
27 |
Luxembourg |
Special purpose
vehicle |
N/A |
—% |
ICG Funding Lux
S.à r.l. |
22 |
Luxembourg |
Special purpose
vehicle |
Ordinary
shares |
100% |
Atlanta
Investment PTE. Limited |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG
Infrastructure APAC Fund SCSp |
22 |
Luxembourg |
Special purpose
vehicle |
N/A |
—% |
ICG
Infrastructure APAC Investment PTE. Limited |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
Montero PTE
Ltd |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
ICG Real Estate
Opportunities APAC Fund SCSP |
22 |
Luxembourg |
Special purpose
vehicle |
N/A |
—% |
Yangju Investment
PTE. LTD. |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
Montero Japan
Master Pte. Ltd |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
Montero Cruise JP
1 Pte. Ltd |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
Montero Cruise JP
2 Pte. Ltd |
10 |
Singapore |
Special purpose
vehicle |
Ordinary
shares |
100% |
Capstone Living
and Stay General Private Investment Company No. 1 |
0 |
South Korea |
Portfolio
Company |
Ordinary
shares |
100% |
Capstone Living
and Stay General Private Investment Company No. 2 |
0 |
South Korea |
Portfolio
Company |
Ordinary
shares |
100% |
Rifa Private Real
Estate Trust No. 24 |
0 |
South Korea |
Portfolio
Company |
Ordinary
shares |
100% |
27. Subsidiaries continued
|
Registered offices |
1 |
Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia |
2 |
Level 31, 88
Phillip Street, Sydney, NSW 2000, Australia |
3 |
Level 9, 88
Phillip Street, Sydney, NSW 2000, Australia |
4 |
75 Fort Street,
Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350,
Grand Cayman, KY1-1108, Cayman Islands |
5 |
PO Box 309,
Ugland House, C/o Maples Corporate Services Limited, Grand Cayman,
KY1-1104, Cayman Islands |
6 |
17 Regan Way,
Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England
& Wales |
7 |
Brock House, 19
Langham Street, London, England, W1W 6BP |
8 |
1 rue de la Paix,
Paris, 75002, France |
9 |
12th Floor, An
der Welle 5, Frankfurt, 60322, Germany |
10 |
9 Temasek
Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore |
11 |
c/o Zedra Trust
Company (Guernsey) Limited, 3rd Floor, Cambridge House, Le Truchot,
St Peter Port, GY1 1WD, Guernsey |
12 |
Suites 1301-02,
13/F, AIA Central, 1 Connaught Road Central, Hong Kong |
13 |
Corso Giacomo
Matteotti 3, Milan, 20121, Italy |
14 |
Level 23,
Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo,
100-0004, Japan |
15 |
25 Farringdon
Street, London, EC4A 4AB |
16 |
c/o Maples
Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike,
Wilmington, DE, 19807, United States |
17 |
c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, DE,
19801, United States |
18 |
IFC 1, The
Esplanade, St. Helier, JE1 4BP, Jersey |
19 |
Ogier House,44 The
Esplanade, St. Helier, JE4 9WG, Jersey |
20 |
12E, rue
Guillaume Kroll, L - 1882 Luxembourg |
21 |
c/o Intertrust
Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway,
Wilmington, DE, 19809, United States |
22 |
3, rue Gabriel
Lippmann, L - 5365 Munsbach, Luxembourg |
23 |
32-36, boulevard
d'Avranches L - 1160 Luxembourg, 1160, Luxembourg |
24 |
49 Avenue John F.
Kennedy, Luxembourg, L-1855, Luxembourg |
25 |
5 Allée Scheffer,
Luxembourg, L-2520, Luxembourg |
26 |
Index Tower,
Floor 4, Unit 404, Dubai International Financial Centre, Dubai,
United Arab Emirates |
27 |
6, rue Eugene
Ruppert, Luxembourg, L-2453, Luxembourg |
28 |
60, Avenue J.F.
Kennedy, Luxembourg, L-1855, Luxembourg |
29 |
6H Route de
Trèves, Senningerberg, L-2633, Luxembourg |
30 |
Paulus
Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands |
31 |
Spark B, Aleja
Solidarności 171, Warsaw, 00-877, Poland |
32 |
8 Marina View,
#32-06. Asia Square Tower 1, 018960, Singapore |
33 |
Serrano 30-3º,
28001 Madrid, Spain |
34 |
David Bagares
Gata 3, 111 38 Stockholm |
35 |
Female Founders
House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark |
36 |
12th Floor,
Stockwerk, An der Welle 5, Frankfurt, 60322, Germany |
37 |
Corso Giacomo
Matteotti 3, Milan, 20121, Italy |
38 |
1 rue de la Paix,
Paris, 75002, France |
27. Subsidiaries continued
The table below shows details of structured entities that the Group
is deemed to control:
Name of subsidiary |
Country of incorporation |
% of ownership interests and voting rights |
ICG US CLO 2014-1, Ltd. |
Cayman Islands |
50% |
ICG US CLO
2014-2, Ltd. |
Cayman Islands |
72% |
ICG US CLO
2014-3, Ltd. |
Cayman Islands |
51% |
ICG US CLO
2015-1, Ltd. |
Cayman Islands |
50% |
ICG US CLO
2015-2R, Ltd. |
Cayman Islands |
83% |
ICG US CLO
2016-1, Ltd. |
Cayman Islands |
63% |
ICG US CLO
2017-1, Ltd. |
Cayman Islands |
60% |
ICG US CLO
2020-1, Ltd. |
Cayman Islands |
52% |
ICG EURO CLO
2021-1 DAC |
Ireland |
67% |
ICG EURO CLO
2023-2 DAC |
Ireland |
100% |
St. Paul's CLO II
DAC |
Ireland |
85% |
St. Paul's CLO
III-R DAC |
Ireland |
62% |
St. Paul's CLO VI
DAC |
Ireland |
53% |
St. Paul's CLO
VIII DAC |
Ireland |
53% |
St. Paul's CLO XI
DAC |
Ireland |
57% |
ICG Euro CLO
2023-1 DAC |
Ireland |
100% |
ICG Enterprise
Carry (1) LP |
Jersey |
100% |
ICG Enterprise
Carry (2) LP |
Jersey |
50% |
ICG US Senior
Loan Fund |
Cayman Islands |
100% |
ICG Total Credit
(Global) SCA |
Luxembourg |
100% |
ICG Newground RE Finance Trust 1 |
Australia |
100% |
The structured entities controlled by the Group
include £5,089.7m (2023: £5,160.8m) of assets and £5,087.7m (2023:
£5,109.2m) of liabilities within 21 funds listed above. These
assets are restricted in their use to being the sole means by which
the related fund liabilities can be settled. All other assets can
be accessed or used to settle the other liabilities of the Group
without significant restrictions.
The Group has not provided contractual or non-contractual financial
or other support to a consolidated structured entity during the
period. It is not the current intention to provide such support,
including the intention to assist the structured entity in
obtaining financial support
Subsidiary audit exemption
For the period ended 31 March 2024, the
following companies were entitled to exemption from audit under
section 479A of the Companies Act 2006 relating to subsidiary
companies. The member(s)1 of the following companies
have not required them to obtain an audit of their financial
statements for the period ended 31 March 2024.
Company |
Registered number |
Member(s) |
ICG FMC Limited |
7266173 |
Intermediate Capital Group plc |
ICG Global
Investment UK Limited |
7647419 |
Intermediate
Capital Group plc |
ICG Japan
(Funding 2) Limited |
9125779 |
Intermediate
Capital Group plc |
ICG Longbow
Development (Brighton) Limited |
8802752 |
Intermediate
Capital Group plc |
ICG Longbow
Richmond Limited |
11210259 |
Intermediate
Capital Group plc |
ICG Longbow BTR
Limited |
11177993 |
Intermediate
Capital Group plc |
ICG Longbow
Senior Debt I GP Limited |
2276839 |
Intermediate
Capital Group plc |
Intermediate
Capital Investments Limited |
2327070 |
Intermediate
Capital Group plc |
LREC Partners
Investments No. 2 Limited |
7428335 |
Intermediate
Capital Group plc |
ICG Longbow
Development Debt Limited |
9907841 |
ICG-Longbow
Development GP LLP |
ICG IC Holdco
Limited |
14542130 |
Intermediate
Capital Group plc |
ICG-Longbow
Development GP LLP |
OC396833 |
Intermediate
Capital Group plc, ICG FMC Limited |
ICG-Longbow
Investment 3 LLP |
OC395389 |
ICG FMC Limited,
Intermediate Capital Managers Limited |
ICG-Longbow
Senior GP LLP |
OC427634 |
Intermediate
Capital Group plc, ICG FMC Limited |
1 Shareholders or Partners, as appropriate
28. Disposal groups held for sale and discontinued
operations
Accounting policy
Non-current financial assets held for sale and disposal
groups
The Group may make an investment and hold the asset on its balance
sheet prior to it being transferred into a fund or sold to
third-party investors. When assets are expected to be held for a
period for up to a year, these assets may be classified as held for
sale. Where the investment is held through a controlled investee
the investee entity is classified as a disposal group held for
sale.
The conditions for disposal groups held for sale are regarded as
met only when the asset is available for immediate sale, the
Directors are committed to the sale, and the sale is expected to be
completed within one year from the date of classification.
Assets within disposal groups held for sale are recognised at the
lower of fair value less cost to sell and their carrying amount as
required by IFRS 5 Non-Current Assets Held for Sale and
Discontinued Operations, except where the asset is a financial
instrument or investment property. The measurement of these assets
is determined by IFRS 9 Financial Instruments and IAS 40 Investment
Property respectively. The Group’s measurement of these assets is
detailed in note 5.
Subsidiaries within disposal groups held for sale which were
acquired with a view to resale are assessed as discontinued
operations. |
Financial year ended 31 March 2024
As at 31 March 2024, management have assessed that it is no longer
highly probable that the remaining assets classified as disposal
groups held for sale at the prior reporting date will be disposed
of in the next 12 months and therefore have ceased to classify
these assets as held for sale.
As at 31 March 2024 these assets are now classified either as
financial assets at fair value through profit and loss in
accordance with IFRS 9 (see note 5) or investment properties at
fair value through profit and loss in accordance with IAS 40 (see
note 18). Assets were reclassified at fair value.
During the year the majority of discontinued operations were
derecognised following the sale of controlling interests in the
subsidiaries to third-party investors (see note 31 for details of
full realisations). A loss on disposal of £9.3m was recognised in
respect of a full disposal of a discontinued operation and a loss
of £3.9m was recognised in respect of a partial disposal of a
discontinued operation, both to third parties. The retained
interests do not meet the definition of held for sale and are
classified as continuing operations. Prior year profit after tax of
those discontinued operations not disposed during the year is
immaterial and have not been re-presented to continuing
operations. |
29. Associates and joint ventures
Accounting policy
Investment in associates
An associate is an entity over which the Group has significant
influence, but no control, over the financial and operating policy
decisions of the entity. As the investments in associates are held
for venture capital purposes they are designated at fair value
through profit or loss.
Investment in joint ventures
A joint venture is a joint arrangement whereby the parties that
have joint control over the arrangement have rights to the net
assets of the arrangements. The results and assets and liabilities
of joint ventures are incorporated in these financial statements
using the equity method of accounting from the date on which the
investee becomes a joint venture, except when the investment is
held for venture capital purposes in which case they are designated
as fair value through profit and loss. Under the equity method, an
investment in a joint venture is initially recognised in the
consolidated statement of financial position at cost, and adjusted
thereafter to recognise the Group’s share of the joint venture’s
profit or loss.
The nature of some of the activities of the Group associates and
joint ventures are investment related which are seen as
complementing the Group’s operations and contributing to achieving
the Group’s overall strategy. The remaining associates and joint
ventures are portfolio companies not involved in investment
activities. |
Details of associates and joint ventures
Details of each of the Group’s associates at the
end of the reporting period are as follows:
Name of associate
|
Principal activity
|
Country of incorporation
|
Proportion of ownership interest/voting rights held by the
Group |
Income distributions received from associate |
Proportion of ownership interest/voting rights held by the
Group |
Income distributions received from associate |
2024 |
2024 |
2023 |
2023 |
ICG Europe Fund V Jersey Limited1 |
Investment company |
Jersey |
20% |
4.5 |
20% |
11 |
ICG Europe Fund
VI Jersey Limited1 |
Investment
company |
Jersey |
17% |
(3) |
17% |
24.7 |
ICG North
American Private Debt Fund2 |
Investment
company |
United States of
America |
20% |
1.1 |
20% |
5.5 |
ICG Asia Pacific
Fund III Singapore Pte. Limited3 |
Investment
company |
Singapore |
20% |
4.1 |
20% |
(1.2) |
Ambient
Enterprises LLC2 |
Investment
company |
United States of
America |
43% |
— |
50% |
— |
KIK Equity
Co-invest LLC2 |
Investment
company |
United States of
America |
25% |
— |
25% |
— |
Seaway Topco, LP2 |
Investment company |
United States of America |
49% |
— |
—% |
— |
During the year the Group’s investments in
Seaway Topco, LP was assessed as associate. All associates are
accounted for at fair value.
-
The registered address for this entity is IFC 1 – The Esplanade, St
Helier, Jersey JE1 4BP.
-
The registered address for this entity is c/o The Corporation Trust
Company, 1209 Orange Street, Wilmington, DE, 19801, United
States
-
The registered address for this entity is 9 Raffles Place. #26-01.
Republic Plaza, 048619, Singapore
The Group has a shareholding in each of ICG
Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited,
ICG North American Private Debt Fund, ICG Asia Pacific Fund III
Singapore Pte. Limited and KIK Equity Co-invest LLC arising from
its co-investment with a fund. The Group appoints the General
Partner (GP) to each of these fund. The investors have substantive
rights to remove the GP without cause. The Funds also each have an
Advisory Council, nominated by the investors, whose function is to
ensure that the GP is acting in the interest of investors. As the
Group has a 17%–25% holding, and therefore significant influence in
each entity, they have been considered as associates
The proportion of ownership interest in this
Ambient Enterprises LLC has reduced in the year as a result of
dilution.
29. Associates and joint ventures
continued
Details of each of the Group’s joint ventures at
the end of the reporting period are as follows:
Name of joint venture |
Accounting method |
Principal activity |
Country of incorporation |
Proportion of ownership
interest held by the Group
2024 |
Proportion of voting
rights held by the Group
2024 |
Nomura ICG KK |
Equity |
Advisory company |
Japan |
— % |
— % |
Brighton Marina Group Limited |
Fair value |
Investment company |
United Kingdom |
70 % |
70 % |
Brighton Marina Group Limited is accounted for
at fair value in accordance with IAS28 and IFRS9 and the Group’s
accounting policy in note 5 to the financial statements.
The Group holds 70% of the ordinary shares of
Brighton Marina Group Limited and the management of this entity is
jointly controlled with a third party who the Group does not
control and therefore the Group is unable to execute decisions
without the consent of the third party.
Summarised financial information for
equity accounted joint ventures
During the year the Group disposed of its
interest in ICG Nomura KK. Nomura ICG KK made no profit from
continuing operations and total comprehensive income for the year
ended 31 March 2024 (2023: £8.8m), of which the Group’s share of
results accounted for using the equity method is (£0.4m) for the
year ended 31 March 2024 (2023: £4.4m).
Significant restriction
There are no significant restrictions on the
ability of associates and joint ventures to transfer funds to the
Group other than having sufficient distributable reserves.
Summarised financial information for associates
material to the reporting entity
The Group’s only material associate is ICG
Europe Fund VI Jersey Limited which is an associate measured at
fair value through profit and loss. The information below is
derived from the IFRS financial statements of the entities.
Materiality has been determined by the carrying value of the
associate as a percentage of total Group assets.
The entity allows the Group to co-invest with
ICG Europe Fund VI, aligning interests with other investors. In
addition to the returns on its co-investment the Group receives
performance-related fee income from the funds (see note 3). This is
industry standard and is in line with other funds in the
industry.
|
ICG Fund VI Jersey Limited |
|
2024 |
2023 |
|
£m |
£m |
Current assets |
0.6 |
8.1 |
Non-current
assets |
975.4 |
1,023.9 |
Current liabilities |
— |
(55.8) |
|
976.0 |
976.2 |
Revenue |
185.0 |
47.3 |
Expenses |
(0.2) |
(24.1) |
Total comprehensive income |
184.8 |
23.2 |
30. Unconsolidated structured entities
A structured entity is an entity that has been
designed so that voting or similar rights are not the dominant
factor in deciding who controls the entity, such as when any voting
rights relate to administrative tasks only and the relevant
activities are directed by means of contractual arrangements. The
Group has determined that it has an interest in a structured entity
where the Group holds an investment, loan, fee receivable or
commitment with an investment fund or CLO. Where the Group does not
hold an investment in the structured entity, management has
determined that the characteristics of control, in accordance with
IFRS 10, are not met.
The Group, as fund manager, acts in accordance
with the pre-defined parameters set out in various agreements. The
decision-making authority of the Group and the rights of third
parties are documented. These agreements include management fees
that are commensurate with the services provided and performance
fee arrangements that are industry standard. As such, the Group is
acting as agent on behalf of these investors and therefore these
entities are not consolidated into the Group’s results.
Consolidated structured entities are detailed in note 27.
At 31 March 2024, the Group’s interest in and
exposure to unconsolidated structured entities including
outstanding management and performance fees are detailed in the
table below, and recognised within financial assets at FVTPL and
trade and other receivables in the statement of financial
position:
|
2024 |
Funds
|
Investment in Fund |
Management fees receivable |
Management fee rates |
Performance fees receivable |
Performance fee rates |
Maximum exposure to loss |
£m |
£m |
% |
£m |
% |
£m |
CLOs |
295.9 |
4.2 |
0.19% to 0.50% |
— |
0.05% to 0.20% |
300.1 |
Credit Funds |
22.1 |
9.3 |
0.29% to 1.50% |
13.0 |
20% of returns in excess of 0% for Alternative Credit Fund
only |
44.4 |
Corporate Investment
Funds |
1,402.7 |
61.6 |
0.43% to 1.50% |
66.4 |
20%–25% of total performance fee of 10%–20% of profit over the
threshold |
1,530.7 |
Real Asset
Funds |
401.6 |
17.7 |
0.30% to 1.24% |
— |
20% of total performance fee of 15%–20% of profit over the
threshold |
419.3 |
Secondaries Funds |
455.8 |
38.5 |
0.75% to 1.37% |
4.3 |
20% of total performance fee of 12.5%–20% of profit over the
threshold |
498.6 |
Total |
2,578.1 |
131.3 |
|
83.7 |
|
2,793.1 |
|
2023 |
Funds
|
Investment in Fund |
Management fees receivable |
Management fee rates |
Performance fees receivable |
Performance fee rates |
Maximum exposure to loss |
£m |
£m |
% |
£m |
% |
£m |
CLOs |
298.3 |
4.1 |
0.19% to 0.50% |
— |
0.05% to 0.20% |
302.4 |
Credit Funds |
65.9 |
8.6 |
0.29% to 1.50% |
(0.3) |
20% of returns in
excess of 0% for Alternative Credit Fund only |
74.2 |
Corporate Investment
Funds |
1,341.5 |
55.9 |
0.43% to 1.50% |
37.6 |
20%–25% of total
performance fee of 20% of profit over the threshold |
1,435.0 |
Real Asset
Funds |
288.5 |
12.0 |
0.30% to 1.24% |
— |
20% of returns in
excess of 9% IRR |
300.5 |
Secondaries Funds |
441.1 |
20.2 |
0.75% to 1.37% |
0.2 |
10%–20% of total performance fee of 8%–20% of profit over the
threshold |
461.5 |
Total |
2,435.3 |
100.8 |
|
37.5 |
|
2,573.6 |
The Group’s maximum exposure to loss is equal to
the value of any investments held and unpaid management fees and
performance fees.
The Group has not provided non-contractual
financial or other support to the unconsolidated structured
entities during the year. It is not the current intention to
provide such support, including the intention to assist the
structured entity in obtaining financial support.
31. Net cash flows from operating
activities
Accounting policy
Cash flows arising from the acquisition and disposal of assets to
seed new investment strategies are classified as operating, as this
activity is undertaken to establish new sources of fund management
fee income, growing the operating activities of the Group. |
|
Year ended
31 March 2024
Group |
Year ended
31 March 2023
Group |
|
£m |
£m |
Profit before tax from continuing operations |
530.8 |
251.0 |
Adjustments for non-cash items: |
|
|
Fee and other
operating income |
(554.8) |
(483.6) |
Net investment
returns |
(405.3) |
(172.5) |
Interest
income |
(21.6) |
(15.5) |
Net fair value
(gain)/loss on derivatives |
(22.8) |
34.9 |
Impact of
movement in foreign exchange rates |
33.3 |
(17.8) |
Interest
expense |
49.5 |
64.6 |
Depreciation,
amortisation and impairment of property, plant, equipment and
intangible assets |
18.0 |
18.2 |
Share-based
payment expense |
43.9 |
39.5 |
Change in
disposal groups held for sale |
— |
(8.8) |
Working
capital changes: |
|
|
Increase in trade
and other receivables |
(88.7) |
(12.0) |
Decrease in trade and other payables |
(17.7) |
(196.9) |
|
(435.4) |
(498.9) |
Proceeds from
sale of current financial assets and disposal groups held for
sale |
319.2 |
45.5 |
Purchase of
current financial assets and disposal groups held for sale |
(312.1) |
(211.9) |
Purchase of
investments |
(1,729.7) |
(1,374.6) |
Proceeds from
sales and maturities of investments |
2,233.1 |
1,721.8 |
Issuance of CLO
notes1 |
— |
0.4 |
Redemption of CLO
notes1 |
(389.1) |
(45.6) |
Interest
received2 |
447.2 |
322.6 |
Dividends
received2 |
47.0 |
40.2 |
Fee and other
operating income received |
496.4 |
587.9 |
Interest paid |
(379.5) |
(263.4) |
Cash flows generated from operations |
297.1 |
324.0 |
Taxes paid |
(41.2) |
(32.4) |
Net cash flows from operating activities |
255.9 |
291.6 |
-
The prior period has been re-presented to separately disclose the
gross amounts of issuance and redemption of CLO notes, previously
included within the “Purchase of Investment” and “Proceeds from
sales and maturities of investments” lines respectively.
-
The prior period has been re-presented to separately disclose
Interest received and Dividends received, previously disclosed as
“Interest and dividend income received”.
Included within Proceeds from sale of current
financial assets and disposal groups held for sale is i) cash
consideration received of £240.0m in respect of the disposals of
the Group's real estate seed investments in Metropolitan SCSp and
Metropolitan 2 SCSp resulting in a loss of control by the Group in
those entities. Immediately prior to the disposal the net asset
value of these interests was £247.1m, predominantly comprised of
investment property; ii) cash consideration received of £26.9m in
respect of the disposal of the Group’s interest in an LP
Secondaries transaction, resulting in a loss of control by the
Group in that entity. Immediately prior to the disposal the net
asset value of this interest was £26.6m, comprised of interests in
private equity funds; and iii) cash consideration of £1.7m and
non-cash consideration of £15.2m in respect of the partial disposal
of the Group's seed investment in Seaway Topco LP resulting in a
loss of control by the Group. Immediately prior to the disposal the
net asset value of this interest was £40.1m, predominantly
comprised of goodwill (see note 28).
Purchase of current financial assets and disposal groups held for
sale includes £123.1m (FY23: £56.4m) of financial assets and
£169.5m (FY23: £100.6m) of investment property held by controlled
subsidiaries.
32. Contingent liabilities
The Parent Company and its subsidiaries may be party to legal
claims arising in the course of business. The Directors do not
anticipate that the outcome of any such potential proceedings and
claims will have a material adverse effect on the Group’s financial
position and at present there are no such claims where their
financial impact can be reasonably estimated. The Parent Company
and its subsidiaries may be able to recover any monies paid out in
settlement of claims from third parties. There are no other
material contingent liabilities.
33. Post balance sheet events
There have been no material events since the
balance sheet date.
Other information
Outstanding debt facilities
|
Currency |
Drawn
£m |
Undrawn
£m |
Total
£m |
Interest rate |
Maturity |
ESG-linked RCF |
GBP |
— |
550.0 |
550.0 |
SONIA +1.375% |
January-26 |
|
|
|
|
|
|
|
Eurobond 2020 |
EUR |
427.0 |
— |
427.0 |
1.60% |
February-27 |
ESG Linked Bond |
EUR |
427.0 |
— |
427.0 |
2.50% |
January-30 |
Total bonds |
|
854.0 |
— |
854.0 |
|
|
|
|
|
|
|
|
|
PP 2015 – Class C |
USD |
63.0 |
— |
63.0 |
5.20% |
May-25 |
PP 2015 – Class F |
EUR |
38.0 |
— |
38.0 |
3.40% |
May-25 |
Private
Placement 2015 |
|
101.0 |
— |
101.0 |
|
|
PP 2016 – Class B |
USD |
90.0 |
— |
90.0 |
4.70% |
September-24 |
PP 2016 – Class C |
USD |
43.0 |
— |
43.0 |
5.00% |
September-26 |
PP 2016 – Class E |
EUR |
19.0 |
— |
19.0 |
3.00% |
January-27 |
PP 2016 – Class F |
EUR |
26.0 |
— |
26.0 |
2.70% |
January-25 |
Private
Placement 2016 |
|
178.0 |
— |
178.0 |
|
|
PP 2019 – Class A |
USD |
99.0 |
— |
99.0 |
4.80% |
April-24 |
PP 2019 – Class B |
USD |
79.0 |
— |
79.0 |
5.00% |
March-26 |
PP 2019 – Class C |
USD |
99.0 |
— |
99.0 |
5.40% |
March-29 |
PP 2019 – Class D |
EUR |
38.0 |
— |
38.0 |
2.00% |
April-24 |
Private Placement 2019 |
|
315.0 |
— |
315.0 |
|
|
Total Private Placements |
|
594.0 |
— |
594.0 |
|
|
|
|
|
|
|
|
|
Total |
|
1,448.0 |
550.0 |
1,998.0 |
|
|
Glossary
Non-IFRS alternative performance measures (APM)
are defined below:
Term |
|
Short Form |
|
Definition |
APM cash |
|
|
|
Total cash excluding balances within consolidated structured
entities. |
APM earnings per share |
|
EPS |
|
APM profit after tax (annualised when reporting a six-month
period’s results) divided by the weighted average number of
ordinary shares as detailed in note 15. |
APM Group profit before tax
|
|
|
|
Group
profit before tax adjusted for the impact of the consolidated
structured entities (see note 4). As at 31 March, this is
calculated as follows: |
|
|
2024 |
2023 |
Profit before
tax |
|
£530.80 |
£251.0m |
Plus/Less consolidated structured entities |
|
£67.0m |
£7.1m |
APM Group profit/(loss) before tax |
|
£597.8m |
£258.1m |
Assets under management
|
|
AUM
|
|
Value of
all funds and assets managed by the Group. AUM is calculated by
adding third-party AUM and the value of the Balance Sheet
Investment Portfolio.
|
|
|
2024 |
2023 |
Third Party AUM |
|
$94.5bn |
$77.0bn |
Balance Sheet Investment Portfolio |
|
$3.9bn |
$3.2bn |
Total AUM |
|
$98.4bn |
$80.2bn |
Available cash
|
|
|
|
Total
available cash comprises APM cash less regulatory liquidity
requirements. |
|
|
2024 |
2023 |
APM cash |
|
£627.4m |
£550.0m |
Regulatory liquidity requirement |
|
(£53.0)m |
(£44.0)m |
Available cash |
|
£574.4m |
£506.0m |
Balance sheet investment portfolio
|
|
|
|
The
balance sheet investment portfolio represents financial assets from
the statement of financial position, adjusted for the impact of the
consolidated structured entities and excluding derivatives and
other financial assets. |
|
|
2024 |
2023 |
Total non current
and current financial assets |
Note 4 |
£3,080.3m |
£2,924.6m |
Derivative (assets) |
|
(£10.3)m |
(£22.6)m |
Total balance sheet investment portfolio |
|
£3,070.0m |
£2,902m |
Cash profit
|
|
PICP
|
|
Cash profit is defined as internally reported profit before tax and
incentive schemes, adjusted for non-cash items |
|
|
2024 |
2023 |
APM profit before
tax |
|
£597.8m |
£258.1m |
Add back
incentive schemes |
|
£171.9m |
£151.8m |
Other adjustments |
|
(£258.8)m |
£121.9m |
Cash profit |
|
£510.9m |
£531.8m |
Earnings per share |
|
EPS |
|
Profit after tax (annualised when reporting a six-month period’s
results) divided by the weighted average number of ordinary shares
as detailed in note 15. |
EBITDA |
|
|
|
Earnings before interest, tax, depreciation and amortisation. |
Equalisation |
|
|
|
When new third-party clients subscribe to a closed-end fund after
the first close, they pay a pre-agreed return to clients who
subscribed to the fund at an earlier close. This compensates those
clients for their capital being tied up for longer. This is
referred to as 'equalisation' and can result in gain or loss for
earlier investors compared to the latest fund valuation. |
Group cashflows from operating activities- APM
|
|
|
|
Group
cashflows from operating activities – APM is net cash flows from
operating activities adjusted for interest paid |
|
|
2024 |
2023 |
Group cashflows from
operating activities- APM |
|
£388.9m |
£395.0m |
Interest paid |
|
(£49.3)m |
(£63.5)m |
Net cash flows from/(used in) operating
activities |
Note 4 |
£339.6m |
£331.5m |
Group cashflows from financing activities - APM
|
|
|
|
Group
cashflows from financing activities – APM is net cash flows from
financing activities adjusted for interest paid and the payment of
principal portion of lease liabilities |
|
|
2024 |
2023 |
Group cashflows from
financing activities - APM |
|
£241.6m |
(£533.4)m |
Interest paid |
|
£49.3m |
£63.5m |
Payment of principal portion of lease liabilities |
|
(£8.4)m |
(£6.8)m |
Net cash flows from/(used in) financing
activities |
Note 4 |
(£282.5)m |
(£476.7)m |
Term |
|
Short Form |
|
Definition |
Net cash flows used in investing activities
|
|
|
|
Other
operating cashflows is net cash flows from investing activities
adjusted for the payment of principal portion of lease
liabilities |
|
|
2024 |
2023 |
Net cash flows used
in investing activities |
|
£22.0m |
(£70.0)m |
Payment of principal portion of lease liabilities |
|
(£8.4)m |
(£6.8)m |
Other operating cashflows |
|
£13.6m |
(£76.8)m |
Interest expense |
|
|
|
Interest expense excludes the cost of financing associated with the
consolidated structured entities. See note 10 for a full
reconciliation. |
APM net asset value per share
|
|
NAV per share
|
|
Total
equity from the statement of financial position adjusted for the
impact of the consolidated structured entities divided by the
closing number of ordinary shares. As at 31 March, this is
calculated as follows: |
|
|
2024 |
2023 |
Total equity |
|
£2,295.4m |
£1,977.4m |
Closing number of ordinary shares |
|
286,699,346 |
285,082,287 |
Net asset value per share |
|
801p |
694p |
Net current assets
|
|
|
|
The
total of cash, plus current financial assets, plus other current
assets, less current liabilities as internally reported. This
excludes the consolidated structured entities. As at 31 March,
this is calculated as follows: |
|
|
2024 |
2023 |
Cash |
|
£627.4m |
£550.0m |
Current financial
assets |
|
£366.6m |
£282.4m |
Other current
assets |
|
£299.1m |
£243.7m |
Current financial
liabilities |
|
(£268.4)m |
(£79.1)m |
Other current liabilities |
|
(£255.8)m |
(£157.7)m |
Net current assets |
|
£768.9m |
£839.3m |
|
|
|
|
On an IFRS basis net
current assets are as follows: |
|
|
|
|
|
2024 |
2023 |
Cash |
|
£990.0m |
£957.5m |
Current financial
assets |
|
— |
— |
Other current
assets |
|
£486.3m |
£307.3m |
Disposal groups held
for sale |
|
0 |
£578.3m |
Current financial
liabilities |
|
(£259.3)m |
(£64.3)m |
Other current
liabilities |
|
(£576.2)m |
(£501.0)m |
Liabilities directly associated with disposal groups held for
sale |
|
0 |
(£204.0)m |
Net current assets |
|
£640.8m |
£1,073.8m |
Net financial debt
|
|
|
|
Net
financial debt includes available cash whereas gearing uses gross
borrowings and is therefore not impacted by movements in cash
balances. Gross drawn debt less available cash of the Group, as at
31 March, is calculated as follows: |
|
|
2024 |
2023 |
Total liabilities
held at unamortised cost |
|
£1447.4m |
£1,536.7m |
Impact of upfront fees/unamortised discount |
|
£0.6m |
£1.3m |
Gross drawn debt (see page 86) |
|
£1,448.0m |
£1,538.0m |
Less available cash |
|
(£574.4)m |
(£506.0)m |
Net debt |
|
£873.6m |
£1,032.0m |
Net gearing |
|
|
|
Net
debt, excluding the consolidated structured entities, divided by
total equity from the statement of financial position adjusted for
the impact of the consolidated structured entities. As at 31 March,
this is calculated as follows: |
|
|
|
|
|
|
2024 |
2023 |
|
|
|
|
Net debt |
|
£874m |
£1,032m |
|
|
|
|
Shareholders’ equity |
|
£2,295.4m |
£1,977.4m |
|
|
|
|
Net gearing |
|
0.38x |
0.52x |
Net Investment Returns |
|
|
|
Net Investment Returns is the total of interest income, capital
gains, dividend and other income generated by the balance sheet
investment portfolio less asset impairments. |
Operating cashflow |
|
|
|
Operating cashflow represents the cash generated from operating
activities from the statement of cashflows, adjusted for the impact
of the consolidated structured entities. See note 4 for a full
reconciliation. |
Operating profit margin
|
|
|
|
Fund
Management Company profit before tax divided by Fund Management
Company total revenue. As at 31 March this is calculated as
follows: |
|
|
|
2024 |
2023 |
|
Fund Management
Company profit before tax |
|
£374.4m |
£310.7m |
|
Fund Management Company total revenue |
|
£652.0m |
£539.9m |
|
Operating profit margin |
|
57.4% |
57.5% |
|
|
|
|
|
|
|
|
Term |
|
Short Form |
|
Definition |
Third Party Fee Earning AUM |
|
|
|
AUM for which the Group is paid a management fee or performance
fee. Fee-earning AUM is determined by the fee basis on which the
fund earns fees, either commitments or investments. |
Total available liquidity |
|
|
|
Total available liquidity comprises available cash and undrawn debt
facilities. |
Total fund size |
|
|
|
Total fund size is the sum of third-party AUM and ICG plc’s
commitment to that fund. |
Weighted-average fee rate |
|
|
|
An average fee rate across all strategies based on fee earning AUM
in which the fees earned are weighted based on the relative
AUM. |
Other definitions which have not been identified as non-IFRS
GAAP alternative performance measures are as follows:
Term |
|
Short Form |
|
Definition |
Additions (of AUM) |
|
|
|
Within AUM: New commitments of capital by clients including
recycled AUM. Within third-party fee-earning AUM: the aggregate of
new commitments of capital by clients that pay fees on committed
capital, and deployment of capital that charges fees on invested
capital. |
AIFMD |
|
|
|
The EU Alternative Investment Fund Managers Directive. |
Alternative performance measure |
|
APM |
|
These are non-IFRS financial measures. |
CAGR |
|
|
|
Compound Annual Growth Rate. |
Catch-up fees |
|
|
|
Fees charged to investors who commit to a fund charging fees on
commitments after its first close. This has the impact of
backdating their commitment thereby aligning all investors in the
fund. |
Client base |
|
|
|
Client base includes all direct investment fund and liquid credit
fund investors. |
Closed-end fund |
|
|
|
A fund where investor’s commitments are fixed for the duration of
the fund and the fund has a defined investment period. |
Co-investment |
|
Co-invest |
|
A direct investment made alongside or in a fund taking a pro-rata
share of all instruments. |
Collateralised Loan Obligation |
|
CLO |
|
CLO is a type of investment grade security backed by a pool of
loans. |
Close |
|
|
|
A stage in fundraising whereby a fund is able to release or draw
down the capital contractually committed at that date. |
Default |
|
|
|
An ‘event of default’ is defined as:
A company fails to make timely payment of principal and/or interest
under the contractual terms of any financial obligation by the
required payment date
A restructuring of the company’s obligations as a result of
distressed circumstances
A company enters into bankruptcy or receivership |
Deal Vintage Bonus |
|
|
|
DVB awards are a long-term employee incentive, enabling certain
investment teams, excluding Executive Directors, to share in the
future realised profits from certain investments within the Group's
balance sheet portfolio. |
Direct investment funds |
|
|
|
Funds which invest in self-originated transactions for which there
is a low volume, illiquid secondary market. |
DPI |
|
|
|
Distributed to Paid-In Capital |
Employee Benefit Trust |
|
EBT |
|
Special purpose vehicle used to purchase ICG plc shares which are
used to satisfy share options and awards granted under the Group’s
employee share schemes. |
Environmental, Social and Governance |
|
ESG |
|
Environmental, social and governance (ESG) criteria are a set of
standards for a company’s operations that socially conscious
investors use to screen potential investments. |
Financial Conduct Authority |
|
FCA |
|
Regulates conduct by both retail and wholesale financial service
companies in provision of services to consumers. |
Financial Reporting Council |
|
FRC |
|
The UK’s independent regulator responsible for promoting high
quality corporate governance and reporting. |
Fund |
|
|
|
A pool of third-party capital allocated to a specific investment
strategy or strategies, managed by ICG plc or its affiliates. |
Fund Management Company |
|
FMC |
|
The Group’s fund management business, which sources and manages
investments on behalf of the IC and third-party funds. |
Fund level leverage |
|
|
|
Debt facilities utilised by funds to finance assets. |
Gross money on invested capital |
|
Gross MOIC |
|
Total realised and unrealised value of investments (before
deduction of any fees), divided by the total invested cost. |
HMRC |
|
|
|
HM Revenue & Customs, the UK tax authority. |
IAS |
|
|
|
International Accounting Standards. |
IFRS |
|
|
|
International Financial Reporting Standards as adopted by the
United Kingdom. |
Illiquid assets |
|
|
|
Asset classes which are not actively traded. |
Internal Rate of Return |
|
IRR |
|
The annualised return received by an investor in a fund. It is
calculated from cash drawn from and returned to the investor
together with the residual value of the asset. |
Investment Company |
|
IC |
|
The Investment Company invests the Group’s balance sheet to seed
and accelerate emerging strategies, and invests alongside the
Group's more established funds to align interests between the
Group's client, employees and shareholders. It also supports a
number of costs including for certain central functions, a part of
the Executive Directors' compensation and the portion of the
investment teams' compensation linked to the returns of the balance
sheet investment portfolio. |
Key Person |
|
|
|
Certain funds have a designated Key Person. The departure of a Key
Person without adequate replacement triggers a contractual right
for investors to cancel their commitments or kick-out of the Group
as fund manager. |
Key performance indicator |
|
KPI |
|
A business metric used to evaluate factors that are crucial to the
success of an organisation. |
Term |
|
Short Form |
|
Definition |
Key risk indicator |
|
KRI |
|
A measure used to indicate how risky an activity is. It is an
indicator of the possibility of future adverse impact. |
Liquid assets |
|
|
|
Asset classes with an active, established market in which assets
may be readily bought and sold. |
LTM EBITDA |
|
|
|
Last twelve month's earning before interest, tax, depreciation and
amortisation. |
Market movements |
|
|
|
Market movements of AUM comprises revaluation of non-USD
denominated funds and changes in net asset value for funds where
the measurement of AUM is based on the fund net asset value. |
Money multiple |
|
MOIC or MM |
|
Cumulative returns divided by original capital invested. |
Net currency assets |
|
|
|
Net assets excluding certain items including; trade and other
receivables, trade and other payables, property plant and
equipment, cash balances held by the Group’s fund management
entities and current and deferred tax assets and liabilities. |
Open-ended fund |
|
|
|
A fund which remains open to new commitments and where an
investor’s commitment may be redeemed with appropriate notice. |
Performance fees |
|
Carried interest or Carry |
|
Share of profits that the fund manager is due once it has returned
the cost of investment and agreed preferred return to
investors. |
Principles for Responsible Investment |
|
UN PRI |
|
The Principles for Responsible Investment is an independent
association promoting responsible investment to its network in
order to enhance returns and better manage risks of
investments. |
Realisation |
|
|
|
The return of invested capital in the form of principal, rolled-up
interest and/or capital gain. |
Realisations (of AUM) |
|
|
|
Reductions in AUM due to capital being returned to investors and/or
no longer able to be called by the fund, and the reduction in AUM
due to step-downs. |
Recycle (of AUM) |
|
|
|
Where the fund is able to re-invest capital that has previously
been invested and then realised. This is typically only within a
defined period during the fund's investment period and is generally
subject to certain requirements. |
Relevant investments |
|
|
|
Relevant investments include all direct investments within ICG’s
Structured and Private Equity asset class and Infrastructure Equity
strategy, where ICG has sufficient influence. Sufficient influence
is defined by SBTi as follows: at least 25% of fully diluted shares
and at least a board seat. |
RCF |
|
|
|
Revolving credit facility |
Seed investments |
|
|
|
Investments within the balance sheet investment portfolio that the
Group anticipates transferring to a fund in due course, typically
made where the Group is seeding new strategies in anticipation of
raising a fund. |
Step-down |
|
|
|
A reduction in AUM resulting from the end of the investment period
in an existing fund or when a subsequent fund starts to invest.
Funds that charge fees on committed capital during the investment
period will normally shift to charging fees on net invested capital
post step-down. There is generally the ability to continue to call
further capital from funds that have had a step-down in certain
circumstances. |
Separately Managed Account |
|
SMA |
|
Third-party capital committed by a single investor allocated to a
specific investment strategy or strategies, managed by ICG plc or
its affiliates. |
Science-based target |
|
SBT |
|
A decarbonisation target independently validated by the Science
Based Targets initiative (SBTi) which defines and promotes best
practice in science-based target setting in line with the latest
climate science. |
Structured entities |
|
|
|
Entities which are classified as investment funds, credit funds or
CLOs and are deemed to be controlled by the Group, through its
interests in either an investment, loan, fee receivable, guarantee
or commitment. |
Task Force on Climate-related Financial Disclosures |
|
|
|
The TCFD was created by the Financial Stability Board to develop
recommendations on the types of information that companies should
disclose to support investors, lenders, and insurance underwriters
in appropriately assessing and pricing a specific set of risks
related to climate change. |
Total AUM |
|
|
|
The aggregate of the Third Party AUM and the Balance Sheet
investment portfolio. |
UK Corporate Governance Code |
|
The Code |
|
Sets out standards of good practice in relation to board leadership
and effectiveness, remuneration, accountability and relations with
shareholders. |
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