Intermediate Capital Group plc: Interim Results for the six months
ended 30 September 2024
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Benefiting from our differentiated client
offering |
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Highlights
- AUM of $106bn,
including fee-earning AUM of $73bn (up 4% compared to 31 March
2024) and $19bn AUM not yet earning fees
- Fundraising of
$10bn, ICG's second-highest ever six month fundraise. Included
final closes of SDP V and NACP III, both with ~50% more client
capital than prior vintage. First close of Europe IX expected in
FY25
- Investment
activity continues to build; Private Debt reverted to net
deployment in Q2
- Management fees of
£287m, up 23% year-on-year (+10% LTM compared to FY24)
- Performance fees
of £32m, up 9% year-on-year
- Fund Management
Company profit before tax of £196m, up 21% year-on-year (+9% LTM
compared to FY24). FMC PBT margin of 55.3%
- Group operating
expenses of £197m, flat compared to H2 FY24 and up 8%
year-on-year
- Balance sheet
generated NIR of £48m (3% return, five year average return of 11%);
NAV per share1 of 788p
- Group PBT of £198m
(H1 FY24: £242m) and Group EPS of 57.6p (H1 FY24: 71.5p)
- Interim dividend
of 26.3p per share, in line with policy (H1 FY24: 25.8p per
share)
Note: unless otherwise stated the financial results discussed
herein are on the basis of Alternative Performance Measures (APM) -
see page 6.
1 The number of shares used to calculate NAV per share
includes shares held in the EBT, to reflect how the Group uses the
EBT to neutralise the impact of share based payments (a different
basis to Group earnings per share). See page 14 for details. Prior
period NAV per share figures have been adjusted to reflect this
methodology.
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Benoît Durteste |
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CEO
and CIO |
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During the last six
months we have reinforced our leading positions in flagship
strategies and have significantly progressed a number of scaling
strategies. We are reporting near-record levels of fundraising,
increasing transaction activity, higher client numbers, and growth
across almost all key financial metrics.
Senior Debt Partners completed the largest ever direct lending
fundraise in Europe at $17bn1, reinforcing ICG's
position of strength and incumbency to capitalise on that market.
Our structured capital, secondaries and real assets
strategies2 - which account for ~55% of our fee-earning
AUM - are originating attractive opportunities and experienced
higher levels of investment activity than recent periods.
We have just hosted our annual LP gatherings in Europe, the US and
Asia. ICG's differentiated client offering resonates strongly,
founded upon our distinctive waterfront of products with top
quartile performance and DPI in a number of strategies, supported
by our continued platform investments.
While uncertainty persists in many areas, we are seeing that
top-tier managers such as ICG can generate attractive returns and
raise significant amounts of client capital. This is accelerating
the development of a relatively small group of globally relevant,
scaled private market managers, and gives us confidence as we look
to our next $100bn and beyond.
1 See page 7 for further details.
2 Structured and Private Equity and Real Assets.
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PERFORMANCE OVERVIEW
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 6 for
further information.
Financial performance
|
Six months to 30 September 2023 |
Six months to 30 September 2024 |
Year-on-year
growth1 |
Twelve months to 30 September 2024 |
Last five
years CAGR1,2 |
AUM |
$81.4bn4 |
$106.3bn5 |
25% |
|
18% |
Fee-earning
AUM |
$64.2bn |
$72.6bn |
9% |
|
15% |
Management fee
income |
£233.9m |
£286.6m |
23% |
£558.1m |
20% |
Performance fee
income |
£29.3m |
£31.8m |
9% |
£76.2m |
23% |
Annualised Net
Investment Return % |
11% |
3% |
|
9% |
11%3 |
Fund Management
Company profit before tax |
£162.7m |
£196.4m |
21% |
£408.2m |
20% |
Group profit
before tax |
£241.9m |
£198.4m |
(18)% |
£554.3m |
17% |
Group earnings
per share |
71.5p |
57.6p |
(19)% |
167.6p |
3% |
NAV per
share6 |
704p |
788p |
12% |
|
10% |
Dividend per share |
25.8p |
26.3p |
2% |
|
12% |
1 AUM on constant currency basis.
2 AUM and per share calculations based on 30 September
2019 to 30 September 2024, all other items LTM 30 September 2019 to
LTM 30 September 2024. Dividend includes H1 FY25 declared
dividend.
3 Five year average.
4 AUM comparative for September 2023 has been updated to
include seed investments $459m (£375m), in line with current AUM
policy.
5 Reported AUM as of 30 September 2024 includes the
fee-exempt AUM that ICG manage, in line with our policy change
effective 31 March 2024.
6 The number of shares used to calculate NAV per share
include shares held in the EBT, to reflect how the Group uses the
EBT to neutralise the impact of share based payments (a different
basis to Group earnings per share). Prior period NAV per share
figures have been adjusted to reflect this methodology.
Business activity
Period ended 30 September 2024 |
Fundraising |
Deployment1 |
Realisations1,2 |
Structured and Private Equity |
$2.9bn |
$5.7bn |
$0.7bn |
Private Debt |
$4.9bn |
$1.8bn |
$2.2bn |
Real Assets |
$0.9bn |
$0.4bn |
$0.6bn |
Credit |
$1.3bn |
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Total |
$10.0bn |
$7.9bn |
$3.5bn |
1 Direct investment funds.
2 Realisations of third-party fee-earning AUM.
Medium-term financial guidance
Our medium-term financial guidance remains unchanged and is set out
below. |
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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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1Assuming fundraising environment
normalises in FY26.
COMPANY PRESENTATION
A presentation for shareholders, debtholders and
analysts will be held at 09:00 GMT today: join via the link on our
website. Alternatively, you can dial in using the following numbers
and ask to be connected to the ICG meeting:
- All callers: +44
333 300 1418
- United Kingdom
(Toll-Free): 0808 143 3720
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 |
5 December 2024 |
Record date |
6 December 2024 |
Last date to
elect for dividend reinvestment |
17 December 2024 |
Payment of
ordinary dividend |
10 January 2025 |
Q3 trading
statement |
22 January 2025 |
Seminar (topic to
be confirmed closer to the time) |
19 February 2025 |
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.
ABOUT ICG
ICG provides flexible capital solutions to help
companies develop and grow. Founded in 1989, today we are a global
alternative asset manager 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
(ticker symbol: ICG). Further details are available at
www.icgam.com.
FINANCIAL REVIEW
AUM and FY25 fundraising
Refer to the Datapack issued with this
announcement for further detail on AUM.
At 30 September 2024, AUM stood at $106bn and
fee-earning AUM at $73bn. 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 |
31,184 |
15,685 |
7,731 |
17,957 |
— |
72,557 |
AUM not yet earning fees |
2,901 |
14,976 |
967 |
375 |
— |
19,219 |
Fee-exempt
AUM |
6,990 |
1,090 |
3,099 |
— |
— |
11,179 |
Balance sheet investment portfolio1 |
2,378 |
155 |
469 |
(226) |
527 |
3,303 |
AUM |
43,453 |
31,906 |
12,266 |
18,106 |
527 |
106,258 |
1 Includes elimination of $653m (£488m) within Credit due to how
the balance sheet investment portfolio accounts for and invests
into CLOs managed by ICG and its affiliates. |
At 30 September 2024 we had $29bn of AUM
available to deploy in new investments ("dry powder"), of which
$19bn was not yet earning fees.
AUM
AUM ($m) |
Structured and Private Equity |
Private Debt |
Real Assets |
Credit |
Seed investments |
Total |
At 1 April 2024 |
40,872 |
28,302 |
10,815 |
17,944 |
499 |
98,432 |
Fundraising |
2,956 |
4,959 |
870 |
1,259 |
— |
10,044 |
Other
additions |
390 |
99 |
555 |
— |
— |
1,044 |
Realisations |
(796) |
(1,718) |
(196) |
(1,472) |
— |
(4,182) |
Market and other
movements |
(67) |
298 |
261 |
349 |
— |
841 |
Balance sheet movement |
98 |
(34) |
(39) |
26 |
28 |
79 |
At 30 September 2024 |
43,453 |
31,906 |
12,266 |
18,106 |
527 |
106,258 |
Change $m |
2,581 |
3,604 |
1,451 |
162 |
28 |
7,826 |
Change % |
6% |
13% |
13% |
1% |
6% |
8% |
Change % (constant exchange rate)1 |
4% |
10% |
9% |
(1)% |
—% |
5% |
Fee-earning AUM
Fee-earning AUM ($m) |
Structured and Private Equity |
Private Debt |
Real Assets |
Credit |
Total |
At 1 April 2024 |
28,334 |
15,910 |
7,733 |
17,681 |
69,658 |
Funds raised: fees on committed capital |
2,340 |
— |
552 |
— |
2,892 |
Deployment of funds: fees on invested capital |
790 |
1,804 |
135 |
1,339 |
4,068 |
Total additions |
3,130 |
1,804 |
687 |
1,339 |
6,960 |
Realisations |
(730) |
(2,203) |
(555) |
(1,524) |
(5,012) |
Net
additions / (realisations) |
2,400 |
(399) |
132 |
(185) |
1,948 |
Stepdowns |
— |
— |
— |
— |
— |
FX and other |
450 |
174 |
(134) |
461 |
951 |
At 30 September 2024 |
31,184 |
15,685 |
7,731 |
17,957 |
72,557 |
Change $m |
2,850 |
(225) |
(2) |
276 |
2,899 |
Change % |
10% |
(1)% |
—% |
2% |
4% |
Change % (constant exchange rate)1 |
8% |
(4)% |
(4)% |
—% |
2% |
1 See page 17 for FX exposure of fee-earning AUM, fee
income, FMC expenses and Balance sheet investment portfolio.
FY25 fundraising
At 30 September 2024, closed-end funds that were
actively fundraising included Strategic Equity V; Europe Mid-Market
II; European Infrastructure II; and various Real Estate strategies.
We anticipate having a first close for Europe IX and final closes
for Strategic Equity V and Europe Mid-Market II before the end of
FY25, although the size and timing of such closes remains dependent
on market conditions.
Group financial performance
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, the assets of 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 an UK-adopted
IAS basis was below prior period at £182.8m (H1 FY24: £259.9m). On
the APM basis it was below the prior period at £198.4m (H1 FY24:
£241.9m).
Detail of these adjustments can be found in note
3 to the UK-adopted IAS condensed consolidated financial statements
on pages 28 to 29.
£m unless stated |
30 September 2023
(Unaudited) |
30 September 2024
(Unaudited) |
Change % |
Twelve months to 30 September 2024
(Unaudited) |
Management fees |
233.9 |
286.6 |
23% |
558.1 |
o/w catch-up fees |
— |
27.4 |
n/m |
32.0 |
Performance fees |
29.3 |
31.8 |
9% |
76.2 |
Third-party fee income |
263.2 |
318.4 |
21% |
634.3 |
Other Fund Management Company income |
32.8 |
36.6 |
12% |
76.7 |
Fund Management Company revenue |
296.0 |
355.0 |
20% |
711.0 |
Fund Management Company operating expenses |
(133.3) |
(158.6) |
19% |
(302.8) |
Fund Management Company profit before tax |
162.7 |
196.4 |
21% |
408.2 |
Fund Management Company operating margin |
55.0% |
55.3% |
0.3% |
57.4% |
Net investment return |
159.4 |
47.8 |
(70)% |
267.6 |
Other Investment
Company Income |
(17.6) |
2.4 |
n/m |
(11.3) |
Investment
Company operating expenses |
(48.6) |
(38.0) |
(22)% |
(89.8) |
Interest
income |
10.0 |
10.3 |
3% |
21.8 |
Interest expense |
(24.0) |
(20.5) |
(15)% |
(42.3) |
Investment Company profit after tax |
79.2 |
2.0 |
(98)% |
146.0 |
Group profit before tax |
241.9 |
198.4 |
(18)% |
554.2 |
Tax |
(37.5) |
(32.8) |
(13)% |
(73.8) |
Group profit after tax |
204.4 |
165.6 |
(19)% |
480.4 |
Earnings per share |
71.5p |
57.6p |
(19)% |
167.6p |
Dividend per
share |
25.8p |
26.3p |
2% |
79.5p |
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Total available
liquidity |
£1.0bn |
£0.9bn |
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Balance sheet
investment portfolio |
£3.0bn |
£3.0bn |
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|
Net gearing |
0.48x |
0.35x |
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Net asset value
per share1 |
704p |
788p |
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|
1 The number of shares used to calculate NAV per share has been
adjusted to include shares held in the EBT, to reflect how the
Group uses the EBT to neutralise the impact of share based payments
(a different basis to Group earnings per share). See page 14 for
details. Prior period NAV per share figures have been adjusted to
reflect this methodology.
Structured and Private Equity
Overview
Seeding strategies |
Scaling strategies |
Flagship strategies |
Core Private Equity
Life Sciences
|
Europe Mid-Market
Asia Pacific Corporate
LP Secondaries |
European Corporate ("Europe")
Strategic Equity |
|
Six months to 30 September 2023 |
Six months to 30 September 2024 |
Year-on-year
growth1,5 |
Twelve months to 30 September 2024 |
Last five years
CAGR1,2,5 |
AUM |
$30.9bn |
$43.5bn4 |
37% |
|
25% |
Fee-earning AUM |
$25.3bn |
$31.2bn |
19% |
|
20% |
|
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|
|
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|
Fundraising |
$2.6bn |
$2.9bn |
16% |
$5.8bn |
|
Deployment |
$0.5bn |
$5.7bn |
n/m |
$6.9bn |
|
Realisations |
$0.4bn |
$0.7bn |
79% |
$1.1bn |
|
|
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Effective management
fee rate |
1.25% |
1.25% |
— |
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Management fees |
£127m |
£169m |
33% |
£326m |
22% |
Performance
fees |
£22m |
£31m |
37% |
£62m |
18% |
|
|
|
|
|
|
Balance sheet
investment portfolio |
|
£1.8bn |
|
|
|
Annualised net
investment return |
13% |
7% |
|
10% |
17%3 |
1 AUM on constant currency basis.
2 AUM calculation based on 30 September 2019 to 30
September 2024, all other items LTM 30 September 2019 to LTM 30
September 2024.
3 Five year average.
4 Reported AUM as of 30 September 2024 includes the
fee-exempt AUM that ICG manage, in line with our policy change
effective 31 March 2024.
5 Growth calculations are performed using whole numbers
for all metrics to ensure an accurate representation of the
movements.
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% |
191% |
Europe VII |
2018 |
€4.5bn |
Realising |
|
2.0x |
19% |
67% |
Europe VIII |
2021 |
€8.1bn |
Investing |
90% |
1.3x |
15% |
3% |
Europe Mid-Market
I |
2019 |
€1.0bn |
Realising |
|
1.7x |
27% |
50% |
Europe Mid-Market
II |
|
|
Fundraising |
|
|
|
|
Asia Pacific
III |
2014 |
$0.7bn |
Realising |
|
2.1x |
17% |
99% |
Asia Pacific
IV |
2020 |
$1.1bn |
Investing |
68% |
1.3x |
16% |
— |
Strategic
Secondaries II |
2016 |
$1.1bn |
Realising |
|
3.1x |
47% |
200% |
Strategic Equity
III |
2018 |
$1.8bn |
Realising |
|
2.6x |
37% |
66% |
Strategic Equity
IV |
2021 |
$4.3bn |
Realising |
|
1.5x |
25% |
3% |
Strategic Equity
V |
|
|
Fundraising |
|
|
|
|
LP Secondaries
I |
2022 |
$0.8bn |
Investing |
28% |
2.1x |
67% |
28% |
Note: fund performance is based on the latest
practically available information, and may not relate to the same
period as the financial statements within this report. Fund size
relates to co-mingled funds.
Key drivers
Business activity |
Fundraising: Strategic Equity V ($2.1bn), Europe Mid-Market II
($0.8bn)
Deployment: European Corporate ($2.6bn), Strategic Equity ($2.4bn),
Europe Mid-Market ($0.4bn)
Realisations: European Corporate ($0.5bn), Strategic Equity
($0.2bn) |
Fee income |
Management fees: growth driven by fundraising for Strategic Equity
V and Europe Mid-Market II. H1 FY25 includes £22m of catch-up fees
relating to Strategic Equity V and Europe Mid-Market II
Performance fees: largely from Europe VII and inaugural recognition
of Europe Mid-Market I |
Balance sheet investment portfolio |
Investment returns: NIR largely driven by European Corporate |
Fund performance |
Broadly flat MOIC compared to FY24 across key funds |
Private Debt
Overview
Seeding strategies |
Scaling strategies |
Flagship strategies |
- |
North American Credit Partners ("NACP") |
Senior Debt Partners ("SDP") |
|
Six months to 30 September 2023 |
Six months to 30 September 2024 |
Year-on-year
growth1,5 |
Twelve months to 30 September 2024 |
Last five years
CAGR1,2,5 |
AUM |
$24.4bn |
$31.9bn4 |
25% |
|
23% |
Fee-earning AUM |
$14.7bn |
$15.7bn |
3% |
|
19% |
|
|
|
|
|
|
Fundraising |
$1.4bn |
$4.9bn |
n/m |
$8.4bn |
|
Deployment |
$1.6bn |
$1.8bn |
11% |
$4.0bn |
|
Realisations |
$1.0bn |
$2.2bn |
n/m |
$3.0bn |
|
|
|
|
|
|
|
Effective management
fee rate |
0.82% |
0.83% |
+1bps |
|
|
Management fees |
£47m |
£48m |
4% |
£101m |
25% |
Performance
fees |
£7m |
£0.2m |
(97)% |
£1m |
n/m |
|
|
|
|
|
|
Balance sheet
investment portfolio |
|
£0.1bn |
|
|
|
Annualised net
investment return |
10% |
3% |
|
5% |
10%3 |
1 AUM on constant currency basis.
2 AUM calculation based on 30 September 2019 to 30
September 2024, all other items LTM 30 September 2019 to LTM 30
September 2024.
3 Five year average.
4 Reported AUM as of 30 September 2024 includes the
fee-exempt AUM that ICG manage, in line with our policy change
effective 31 March 2024.
5 Growth calculations are performed using whole numbers
for all metrics to ensure an accurate representation of the
movements.
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% |
98% |
Senior Debt
Partners III |
2017 |
€2.6bn |
Realising |
|
1.2x |
6% |
53% |
Senior Debt
Partners IV |
2020 |
€5.0bn |
Realising |
|
1.2x |
11% |
27% |
Senior Debt
Partners V |
2022 |
€7.2bn1 |
Investing |
38% |
1.1x |
21% |
— |
North American
Private Debt I |
2014 |
$0.8bn |
Realising |
|
1.5x |
16% |
128% |
North American
Private Debt II |
2019 |
$1.4bn |
Realising |
|
1.4x |
13% |
63% |
North American
Credit Partners III |
2023 |
$1.9bn |
Investing |
22% |
1.2x |
19% |
n/a |
1 €7.2bn includes pooled-funds and
respective leverage only; SMA capital and respective leverage and
co-investments totalled €5.2bn; rest of the total SDP V fundraising
from SMA's recycling and evergreen renewal.
Note: fund performance is based on the latest practically available
information, and may not relate to the same period as the financial
statements within this report. Fund size relates to co-mingled
funds.
Key drivers
Business activity |
Fundraising: Senior Debt Partners ($4.7bn) and North American
Credit Partners III ($0.3bn)
Deployment: Senior Debt Partners ($1.3bn) and North American Credit
Partners ($0.3bn)
Realisations: Senior Debt Partners ($1.9bn) and North American
Credit Partners ($0.2bn) |
Fee income |
Management fees: management fee growth in line with net deployment
in both SDP and NACP
Performance fees: limited accrual in period given expectations of
when the funds will reach their hurdles |
Balance sheet investment portfolio |
Investment returns: interest income partially offset by small
capital reduction in NACP |
Fund performance |
Broadly flat MOIC compared to FY24 across key funds, with minimal
impairments in the period |
Real Assets
Overview
Seeding strategies |
Scaling strategies |
Flagship strategies |
Asia Infrastructure
Real Estate Asia |
European Infrastructure
Strategic Real Estate Europe (Real Estate Equity)
Metropolitan (Real Estate Equity)
Real Estate Debt |
- |
|
Six months to 30 September 2023 |
Six months to 30 September 2024 |
Year-on-year
growth1,5 |
Twelve months to 30 September 2024 |
Last five years
CAGR1,2,5 |
AUM |
$8.4bn |
$12.3bn4 |
39% |
|
22% |
Fee-earning AUM |
$7.2bn |
$7.7bn |
1% |
|
18% |
|
|
|
|
|
|
Fundraising |
$0.6bn |
$0.9bn |
38% |
$1.3bn |
|
Deployment |
$1.1bn |
$0.4bn |
(58)% |
$1.6bn |
|
Realisations |
$0.5bn |
$0.6bn |
12% |
$1.0bn |
|
|
|
|
|
|
|
Effective management
fee rate |
0.91% |
0.96% |
+5bps |
|
|
Management fees |
£27m |
£36m |
33% |
£65m |
24% |
Performance
fees |
— |
— |
— |
— |
n/m |
|
|
|
|
|
|
Balance sheet
investment portfolio |
|
£0.4bn |
|
|
|
Annualised net
investment return |
7% |
7% |
|
14% |
10%3 |
1 AUM on constant currency basis.
2 AUM calculation based on 30 September 2019 to 30
September 2024, all other items LTM 30 September 2019 to LTM 30
September 2024.
3 Five year average.
4 Reported AUM as of 30 September 2024 includes the
fee-exempt AUM that ICG manage, in line with our policy change
effective 31 March 2024.
5 Growth calculations are performed using whole numbers
for all metrics to ensure an accurate representation of the
movements.
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 |
|
1.3x |
5% |
115% |
Real Estate
Partnership Capital V |
2018 |
£0.9bn |
Realising |
|
1.2x |
8% |
41% |
Real Estate
Partnership Capital VI |
2021 |
£0.6bn |
Investing |
82% |
1.2x |
10% |
10% |
European Infra
I |
2020 |
€1.5bn |
Realising |
|
1.5x |
22% |
1% |
European Infra
II |
|
|
Fundraising |
|
|
|
|
Strategic Real
Estate I |
2019 |
€1.2bn |
Investing |
88% |
1.2x |
8% |
5% |
Strategic Real
Estate II |
|
|
Fundraising |
|
|
|
|
Note: fund performance is based on the latest
practically available information, and may not relate to the same
period as the financial statements within this report.
Key drivers
Business activity |
Fundraising: Real Estate equity and debt strategies ($0.1bn) and
European Infrastructure ($0.7bn)
Deployment: Real Estate equity and debt strategies ($0.2bn),
European Infrastructure ($0.3bn)
Realisations: Real Estate debt strategies ($0.3bn), European
Infrastructure ($0.3bn) |
Fee income |
Management fees: increase driven by fundraising in Europe
Infrastructure II. Management fees includes catch-up fees of
£4m
Performance fees: no performance fees due to early stage of
carry-eligible funds and European waterfall |
Balance sheet investment portfolio |
Investment returns: positive NIR largely driven by valuation
increases and income in European Infrastructure |
Fund performance |
Broadly flat MOIC compared to FY24 across key funds, modest
increases in certain equity strategies |
Credit
Overview
Seeding strategies |
Scaling strategies |
Flagship strategies |
- |
Liquid Credit |
CLOs |
|
Six months to 30 September 2023 |
Six months to 30 September 2024 |
Year-on-year
growth1,5 |
Twelve months to 30 September 2024 |
Last five years
CAGR1,2,5 |
AUM |
$17.2bn |
$18.1bn4 |
2% |
|
3% |
Fee-earning AUM |
$17.1bn |
$18.0bn |
2% |
|
5% |
|
|
|
|
|
|
Fundraising |
$0.4bn |
$1.3bn |
n/m |
$2.7bn |
|
Realisations |
$1.3bn |
$1.5bn |
19% |
$2.7bn |
|
|
|
|
|
|
|
Effective management
fee rate |
0.49% |
0.49% |
— |
|
|
Management fees |
£34m |
£34m |
— |
£65m |
7% |
Performance
fees |
— |
£0.9m |
n/m |
£14m |
94% |
|
|
|
|
|
|
Balance sheet
investment portfolio |
|
£0.3bn |
|
|
|
Annualised net
investment return |
9% |
(21)% |
|
(15%) |
(7)%3 |
1 AUM on constant currency basis.
2 AUM calculation based on 30 September 2019 to 30
September 2024, all other items LTM 30 September 2019 to LTM 30
September 2024.
3 Five year average.
4 Reported AUM as of 30 September 2024 includes the
fee-exempt AUM that ICG manage, in line with our policy change
effective 31 March 2024.
5 Growth calculations are performed using whole numbers
for all metrics to ensure an accurate representation of the
movements.
Key drivers
Business activity |
Fundraising: US CLO ($0.4bn), European CLO ($0.4bn), the remainder
coming into our Liquid funds |
Fee income |
Management fees: flat y-o-y, with timing of fundraising offsetting
a reduction in period-end fee-earning AUM
Performance fees: relate to final recognition of FY24 performance
fees for Alternative Credit, which has a performance fee test every
three years |
Balance sheet investment portfolio |
Investment returns: non-cash negative NIR of £(34)m due to impact
of conservative modelling assumptions resulting in a day 1
reduction in the book value for the US CLO launched in H1 and due
to trading activity. Dividends from the balance sheet's CLO equity
investments are recognised in "Other income" within the FMC (see
page 10) |
Fund Management Company
The Fund Management Company (FMC) is the Group’s
principal driver of long-term profit growth. It manages our
third-party AUM, which it invests on behalf of the Group’s
clients.
Management fees
Management fees for the period totalled £286.6m (H1 FY24: £233.9m),
a year-on-year increase of 23% (11% excluding the impact of
catch-up fees of £27.4m in H1 FY25 and nil in H1 FY24). On a
constant currency basis management fees increased 25%
year-on-year.
The effective management fee rate on our
fee-earning AUM at the period end was 0.94% (FY24: 0.92%).
Performance fees
Performance fees of £31.8m were recognised
during the period (H1 FY24: £29.3m). The year-on-year increase was
largely due to additional revenue accrued for Europe VII as it
moved closer to its hurdle date and to the inaugural recognition
for Europe Mid-Market I. During the period the Group received
realised performance fees of £40.0m and at 30 September 2024 had an
asset of £72.6m of accrued performance fees on its balance sheet
(31 March 2024: £83.7m):
£m |
|
Accrued performance fees at 31 March 2024 |
83.7 |
Accruals during
period |
31.8 |
Received during
period |
(40.0) |
FX and other movements |
(2.9) |
Accrued performance fees at 30 September 2024 |
72.6 |
Other income
Other income comprises dividend receipts of £23.0m (H1 FY24:
£20.3m) from investments in CLO equity; an intercompany fee of
£12.5m for managing the IC balance sheet investment portfolio (H1
FY24: £12.3m); and other income of £1.1m (H1 FY24: £0.2m).
Operating expenses and margin
FMC operating expenses totalled £158.6m, an
increase of 10% compared to H2 FY24 (£144.2m) and an increase of
19% compared to H1 FY24 (£133.3m).
£m |
Six months ended 30 September 2023 |
Six months ended 30 September 2024 |
Change |
Twelve months ended 30 September 2024 |
Salaries |
47.3 |
55.5 |
17% |
109.2 |
Incentive scheme
costs |
55.2 |
66.0 |
20% |
124.1 |
Administrative
costs |
27.4 |
32.9 |
20% |
62.3 |
Depreciation and amortisation |
3.4 |
4.2 |
24% |
7.2 |
FMC operating expenses |
133.3 |
158.6 |
19% |
302.8 |
FMC operating margin |
55.0% |
55.3% |
—% |
57.4% |
Compared to H1 FY24, salaries increased ahead of
headcount, largely due to annualisation of prior year hires and a
number of senior hires. Other expenses grew due to timing of
expenses compared to the prior year, a number of senior hires with
higher incentives compared to salary, and ongoing investment in our
operating platform.
The FMC recorded a profit before tax of £196.4m
(H1 FY24: £162.7m), a year-on-year increase of 21% on a reported
basis and an increase of 24% 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 established strategies to align interests
between our shareholders, clients and employees. It also supports a
number of costs, including teams that have not yet had a first
close on a first third-party fund, 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 £3.0bn at 30
September 2024 (31 March 2024: £3.1bn). During the period, it
generated net realisations and cash interest receipts of £66m (H1
FY24: £27m).
We made seed investments totalling £104m,
including on behalf of Real Estate Asia and Core Private
Equity.
£m |
As at 31 March 2024 |
New
investments |
Realisations |
Gains/ (losses)
in valuation |
FX & other2 |
As at 30 September 2024 |
Structured and Private Equity |
1,807 |
172 |
(209) |
59 |
(51) |
1,778 |
Private Debt |
149 |
13 |
(41) |
2 |
(7) |
116 |
Real Assets |
402 |
28 |
(86) |
14 |
(8) |
350 |
Credit1 |
318 |
53 |
(8) |
(34) |
(10) |
319 |
Seed Investments |
394 |
104 |
(92) |
6 |
(18) |
394 |
Total Balance Sheet Investment Portfolio |
3,070 |
370 |
(436) |
47 |
(94) |
2,957 |
1 Within Credit, at 30 September 2024 £21m was invested
in liquid strategies, with the remaining £298m invested in CLO debt
(£103m) and equity (£195m).
2 See page 17 for FX exposure of fee-earning AUM, fee
income, FMC expenses and Balance sheet investment portfolio.
Net Investment Returns
For the five years to 30 September 2024, Net
Investment Returns (NIR) have been in line with our medium-term
guidance, averaging 11.4%. For the six months to 30 September 2024,
NIR were £47.8m (H1 FY24: £159.4m), equating to an annualised rate
of 3% (H1 FY24: 11%).
NIR were comprised of interest of £67.1m from
interest-bearing investments (H1 FY24: £59.2m), unrealised loss of
£20.1m (H1 FY24: unrealised gain of £99.0m) and other income of
£0.8m (H1 FY24: £1.1m). NIR were split between asset classes as
follows:
|
Six months ended 30 September 2023 |
Six months ended 30 September 2024 |
Twelve months ended 30 September 2024 |
£m |
NIR (£m) |
Annualised NIR (%) |
NIR (£m) |
Annualised NIR (%) |
NIR (£m) |
NIR (%) |
Structured and Private Equity |
111 |
13% |
60 |
7% |
181 |
10% |
Private Debt |
9 |
10% |
2 |
3% |
7 |
5% |
Real Assets |
11 |
7% |
14 |
7% |
47 |
14% |
Credit |
17 |
9% |
(34) |
(21)% |
(54) |
(15)% |
Seed Investments |
11 |
6% |
6 |
3% |
87 |
23% |
Total net investment returns |
159 |
11% |
48 |
3% |
268 |
9% |
For further discussion on balance sheet
investment performance by asset class, refer to pages 7 - 10 of
this announcement.
In addition to the NIR, the other adjustments to
IC revenue were as follows:
£m |
Six months ended 30 September 2023 |
Six months ended 30 September 2024 |
Change |
Twelve months ended 30 September 2024 |
Changes in fair value of derivatives1 |
(5.8) |
14.4 |
n/m |
12.9 |
Inter-segmental
fee |
(12.3) |
(12.5) |
(2 %) |
(25.2) |
Other |
0.5 |
0.5 |
— |
1.0 |
Other IC revenue |
(17.6) |
2.4 |
n/m |
(11.3) |
1See page 17 for FX exposure of
fee-earning AUM, fee income, FMC expenses and Balance sheet
investment portfolio.
As a result, the IC recorded total revenues of
£50.2m (H1 FY24: £141.8m).
Investment Company expenses
Operating expenses in the IC of £38.0m decreased
by 22% compared to H1 FY24 (£48.6m), with increases in salaries and
administrative costs being more than offset by a decrease in
incentive scheme costs:
£m |
Six months ended 30 September 2023 |
Six months ended 30 September 2024 |
Change |
Twelve months ended 30 September 2024 |
Salaries |
9.9 |
15.2 |
54% |
26.7 |
Incentive scheme
costs |
28.6 |
10.7 |
(63)% |
40.7 |
Administrative
costs |
8.7 |
12.0 |
38% |
21.4 |
Depreciation and amortisation |
1.4 |
0.1 |
(93)% |
1.0 |
IC operating expenses |
48.6 |
38.0 |
(22)% |
89.8 |
Incentive scheme costs included DVB accrual of
£0.2m (H1 FY24: £15.4m). The reduction compared to H1 FY24 was due
to a change in the anticipated timing of when DVB is likely to be
realised.
The directly-attributable costs within the IC
for teams that have not had a first close of a third-party fund
during the period were £6.9m (H1 FY24: £12.2m). During the period
no costs have been transferred to the FMC.
Interest expense was £20.5m (H1 FY24: £24.0m)
and interest earned on cash balances was £10.3m (H1 FY24:
£10.0m).
The IC recorded a profit before tax of £2.0m (H1
FY24: £79.2m).
Group
Operating expenses
The Group's operating expenses in aggregate were
£196.6m, flat compared to H2 FY24 and an 8% increase compared to H1
FY24 (£181.9m). For more detailed commentary on the changes in the
operating expenses, see pages 11 and 13 of this announcement.
£m |
Six months ended 30 September 2023 |
Six months ended 30 September 2024 |
Change |
Salaries |
57.2 |
70.7 |
24% |
Incentive scheme
costs |
83.8 |
76.7 |
(8)% |
Administrative
costs |
36.1 |
44.9 |
24% |
Depreciation and amortisation |
4.8 |
4.3 |
(10)% |
Group operating expenses |
181.9 |
196.6 |
8% |
Incentive scheme costs include £27.0m relating
to stock-based compensation (H1 FY24: £24.4m).
Tax
The Group recognised a tax charge of £32.8m (H1
FY24: tax charge of £37.5m), resulting in an effective tax rate for
the period of 16.5% (H1 FY24: 15.5%).
As detailed in note 7, 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. The effective tax rate
will vary depending on the income mix.
Dividend and share count
ICG has a progressive dividend policy, and 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. In line with our policy of paying an interim dividend equal
to one third of the prior year's total dividend, the Board is
declaring an interim dividend of 26.3p per share (H1 FY24: 25.8p).
We continue to make the dividend reinvestment plan available.
At 30 September 2024 the Group had 290,631,993
shares outstanding (31 March 2024: 290,631,993), including shares
held by an Employee Benefit Trust ('EBT'). The Group has a policy
of neutralising the dilutive impact of stock-based compensation
through the purchase of shares by the EBT.
Balance sheet and cash flow
We use our balance sheet’s asset base to grow
our fee-earning AUM, principally 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 investments of £266m
alongside clients in existing strategies and £104m in seed
investments.
At 30 September 2024 our balance sheet
investment portfolio was valued at £2,957m (see page 12 for more
information on the performance of our balance sheet investment
portfolio during the period). To support this asset base, we
maintain a robust capitalisation and a strong liquidity
position.
£m (unless stated) |
31 March 2024 |
30 September 2024 |
Balance sheet investment portfolio |
3,070 |
2,957 |
Cash and cash
equivalents |
627 |
435 |
Other assets |
476 |
421 |
Total assets |
4,173 |
3,813 |
Financial
debt |
(1,448) |
(1,181) |
Other
liabilities |
(430) |
(342) |
Total liabilities |
(1,878) |
(1,523) |
Net asset value |
2,295 |
2,290 |
Net asset value per
share1 |
790p |
788p |
1 The number of shares used to calculate NAV per
share include shares held in the EBT, to reflect how the Group uses
the EBT to neutralise the impact of share based payments (a
different basis to Group earnings per share). Prior period NAV per
share figures have been adjusted to reflect this methodology.
Liquidity and net debt
At 30 September 2024 the Group had total
available liquidity of £932m (31 March 2024: £1,124m), net
financial debt of £799m (31 March 2024: £874m) and net gearing of
0.35x (31 March 2024: 0.38x).
During the period available cash reduced by
£192m from £574m to £382m, including the repayment of £223m of
borrowings that matured.
The table below sets out movements in cash:
£m |
FY24 |
H1 FY25 |
Opening cash |
550 |
627 |
|
|
|
Operating
activities |
|
|
Fee and other operating income |
492 |
322 |
Net cash flows from investment activities and investment
income1 |
180 |
127 |
Expenses and working capital |
(272) |
(217) |
Tax paid |
(41) |
(47) |
Group
cash flows from operating activities -
APM2,3 |
359 |
185 |
|
|
|
Financing
activities |
|
|
Interest paid |
(49) |
(15) |
Interest received on cash balances |
29 |
9 |
Purchase of own shares |
— |
— |
Dividends paid |
(223) |
(153) |
Net repayment of borrowings |
(51) |
(223) |
Group
cash flows from financing activities -
APM2 |
(294) |
(382) |
Other cash
flow4 |
14 |
12 |
FX and other movement |
(2) |
(7) |
Closing cash |
627 |
435 |
Regulatory liquidity requirement |
(53) |
(53) |
Available cash |
574 |
382 |
Available undrawn ESG-linked RCF |
550 |
550 |
Cash and undrawn debt facilities (total available
liquidity) |
1,124 |
932 |
1 The aggregate cash (used)/received
from balance sheet investment portfolio (additions), realisations,
and cash proceeds received from assets within the balance sheet
investment portfolio.
2 Interest paid, which is classified as an Operating
cash flow under UK-adopted IAS, is reported within Group cash flows
from financing activities - APM.
3 Per note 9 of the Financial Statements, Operating cash
flows under UK-adopted IAS of £128.2m (FY24: £255.9m) 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.
4 Cash flows in respect of purchase of intangible
assets, purchase of property, plant and equipment and net cash flow
from derivative financial instruments.
At 30 September 2024, the Group had drawn debt
of £1,181m (31 March 2024: £1,448m). 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 2024 |
1,448 |
Debt (repayment)
/ issuance |
(223) |
Impact of foreign exchange rates |
(44) |
Drawn debt at 30 September 2024 |
1,181 |
Net financial debt therefore decreased by £75m
to £799m (31 March 2024: £874m):
£m |
31 March 2024 |
30 September 2024 |
Drawn debt |
1,448 |
1,181 |
Available cash |
574 |
382 |
Net financial debt |
874 |
799 |
At 30 September 2024 the Group had credit
ratings of BBB (positive 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 RCF are fixed-rate
instruments. The weighted-average pre-tax cost of drawn debt at 30
September 2024 was 2.89% (31 March 2024: 3.07%). The
weighted-average life of drawn debt at 30 September 2024 was 3.3
years (31 March 2024: 3.3 years). The maturity profile of our term
debt is set out below:
£m |
H2 FY25 |
FY26 |
FY27 |
FY28 |
FY29 |
FY30 |
Term debt maturing |
18 |
171 |
482 |
— |
94 |
416 |
After the period end, the Group entered into a
new Revolving Credit Facility (RCF), replacing the previous
facility. The RCF, which matures in October 2027, remains at £550m
and is on substantially similar economic terms as the previous
facility.
For further details of our debt facilities see
Other Information (page 40).
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 0.35x at 30 September
2024 (31 March 2024: 0.38x).
£m |
31 March 2024 |
30 September 2024 |
Change % |
Net financial debt (A) |
874 |
799 |
(9)% |
Net asset value (B) |
2,295 |
2,290 |
— |
Net gearing (A/B) |
0.38x |
0.35x |
(0.03)x |
Board evolution
Sonia Baxendale has been appointed as a
Non-Executive Director of the Company. She will join the Board on 1
January 2025 and will also serve on the Risk and Audit
Committees.
Sonia currently holds a number of roles,
including serving as the President and CEO of the Global Risk
Institute in Canada. She spent most of her executive career at CIBC
and has extensive experience as an executive and non-executive in
the financial services industry in North America and the UK.
Foreign exchange rates
The following foreign exchange rates have been
used throughout this review:
|
Six months ended 30 September 2023 Average |
Six months ended 30 September 2024 Average |
Twelve months ended 31 March 2024 Average |
30 September 2023 Period End |
30 September 2024 Period End |
31 March 2024 Year End |
GBP:EUR |
1.1597 |
1.1838 |
1.1609 |
1.1541 |
1.2012 |
1.1697 |
GBP:USD |
1.2570 |
1.2873 |
1.2572 |
1.2200 |
1.3375 |
1.2623 |
EUR:USD |
1.0839 |
1.0873 |
1.0829 |
1.0571 |
1.1135 |
1.0792 |
The table below sets out the currency exposure
for certain reported items:
|
USD |
EUR |
GBP |
Other |
Fee-earning AUM (as at 30 September 2024) |
34% |
55% |
10% |
1% |
Fee income (6
months to 30 September 2024) |
32% |
59% |
8% |
1% |
FMC expenses (6
months to 30 September 2024) |
23% |
18% |
47% |
12% |
Balance sheet investment portfolio (as at 30 September 2024) |
30% |
48% |
14% |
8% |
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 legacy hedges):
|
H1 FY25 |
H1 FY25 |
30 September 2024 |
|
Impact on fees1 |
Impact on FMC
PBT1 |
NAV per share2 |
Sterling 5% weaker against euro and dollar |
+£15.3m |
+£12.1m |
+9p |
Sterling 5% stronger against euro and dollar |
-£(13.8)m |
-£(11.0)m |
-(8)p |
1 Impact assessed by sensitising the
average H1 FY25 FX rates.
2 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, third-party fee income and FMC PBT on a constant 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 H1 FY25 period end exchange
rates. This has then been compared to the H1 FY25 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.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties to which
the Group is exposed for the remainder of the year have been
subject to robust assessment by the Directors and remain consistent
with those outlined in our annual report for the year ended 31
March 2024.
Careful attention continues to be paid to the
elevated levels of geopolitical and economic uncertainty and the
resulting impact on our principal risks and the overall risk
profile of the Group. There have been no material changes and we
will continue to monitor the situation and potential exposures as
matters evolve.
RESPONSIBILITY STATEMENT
We confirm to the best of our knowledge:
- The condensed set
of financial statements have been prepared in accordance with
UK-adopted IAS 34 ‘Interim Financial Reporting’ and the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority;
- The interim
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 Group and the undertakings
included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they
face;
and
- There have been no
material related-party transactions that have an effect on the
financial position or performance of the Group in the first six
months of the current financial year since that reported in the 31
March 2024 Annual Report.
This responsibility statement was approved by
the Board of Directors on 12 November 2024 and is signed on its
behalf by:
|
|
|
Benoît
Durteste |
|
David
Bicarregui |
CEO |
|
CFO |
INDEPENDENT REVIEW REPORT TO INTERMEDIATE CAPITAL GROUP
PLC
Conclusion
We have been engaged by Intermediate Capital
Group plc (‘the Group’) to review the condensed consolidated
financial statements in the Interim results statement for the six
months ended 30 September 2024 which comprises the condensed
consolidated income statement, condensed consolidated statement of
comprehensive income, condensed consolidated statement of financial
position, condensed consolidated statement of cash flows, condensed
consolidated statement of changes in equity and the related
explanatory notes 1 to 10 (together the ‘condensed consolidated
financial statements’). We have read the other information
contained in the Interim results statement and considered whether
it contains any apparent misstatements or material inconsistencies
with the information in the condensed consolidated financial
statements.
Based on our review, nothing has come to our
attention that causes us to believe that the condensed consolidated
financial statements in the Interim results statement for the six
months ended 30 September 2024 is not prepared, in all material
respects, in accordance with UK-adopted International Accounting
Standard 34, ‘Interim Financial Reporting’, and the Disclosure
Guidance and Transparency Rules of the United Kingdom’s Financial
Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with the
International Standard for Review Engagements (UK) 2410 (‘ISRE (UK)
2410’) issued by the Financial Reporting Council. A review of
interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial
statements of the Group are prepared in accordance with UK-adopted
international accounting standards. The condensed consolidated
financial statements included in the Interim results statement have
been prepared in accordance with UK-adopted International
Accounting Standard 34, ‘Interim Financial Reporting’.
Conclusions Relating to Going
Concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Basis for Conclusion section of this report, nothing has come to
our attention to suggest that management have inappropriately
adopted the going concern basis of accounting or that management
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410, however
future events or conditions may cause the entity to cease to
continue as a going concern.
Responsibilities of the
directors
The directors are responsible for preparing the
Interim results statement in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
In preparing the Interim results statement, the
directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but
to do so.
Auditor's Responsibilities for the review of the
financial information
In reviewing the Interim results statement, we
are responsible for expressing to the Group a conclusion on the
condensed consolidated financial statements in the Interim results
statement. Our conclusion, including our ‘Conclusions Relating to
Going Concern’, are based on procedures that are less extensive
than audit procedures, as described in the ‘Basis for Conclusion’
paragraph of this report.
Use of our report
This report is made solely to the Group in
accordance with guidance contained in ISRE (UK) 2410 issued by the
Financial Reporting Council. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the Group, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London
12 November 2024
CONDENSED CONSOLIDATED INCOME STATEMENT
For the period ended 30 September 2024
|
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
|
Notes |
£m |
£m |
Fee and other operating income |
2 |
309.8 |
253.5 |
Finance
gain/(loss) |
|
16.4 |
(6.3) |
Net gains on investments |
|
79.1 |
215.9 |
Total Revenue |
|
405.3 |
463.1 |
Other income |
|
10.5 |
10.1 |
Finance
costs |
|
(25.3) |
(24.9) |
Administrative
expenses |
|
(207.7) |
(188.0) |
Share of results of joint ventures accounted for using the equity
method |
|
— |
(0.4) |
Profit before tax from continuing operations |
|
182.8 |
259.9 |
Tax charge |
7 |
(30.3) |
(42.3) |
Profit after tax from continuing operations |
|
152.5 |
217.6 |
Profit/(loss) after tax on discontinued operations |
|
— |
4.4 |
Profit for the period |
|
152.5 |
222.0 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of
the parent |
|
152.5 |
225.0 |
Non-controlling interests |
|
— |
(3.0) |
|
|
152.5 |
222.0 |
|
|
|
|
Earnings
per share attributable to ordinary equity holders of the
parent |
|
|
|
Basic
(pence) |
5 |
53.1p |
78.7p |
Diluted
(pence) |
5 |
52.1p |
77.8p |
|
|
|
|
Earnings
per share for profit from continuing operations attributable to
ordinary equity holders of the parent |
|
|
|
Basic
(pence) |
5 |
53.1p |
76.1p |
Diluted
(pence) |
5 |
52.1p |
75.2p |
The accompanying notes are an integral part of
these condensed financial statements.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the period ended 30 September 2024
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
Group |
£m |
£m |
Profit after tax |
152.5 |
222.0 |
Items that may be subsequently reclassified to profit or
loss if specific conditions are met |
|
|
Exchange differences on translation of foreign operations |
(29.4) |
5.6 |
Deferred tax on equity investments translation |
2.8 |
(0.4) |
Total comprehensive income for the year |
125.9 |
227.2 |
|
|
|
Attributable to: |
|
|
Equity holders of
the parent |
125.9 |
230.2 |
Non-controlling interests |
— |
(3.0) |
|
125.9 |
227.2 |
The accompanying notes are an integral part of
these condensed financial statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at 30 September 2024
|
|
30 September 2024 (Unaudited) |
31 March 2024 (Audited) |
|
Notes |
£m |
£m |
Non-current assets |
|
|
|
Intangible
assets |
|
14.0 |
15.0 |
Property, plant
and equipment |
|
71.8 |
79.2 |
Investment
property |
|
160.0 |
82.7 |
Trade and other
receivables |
|
54.4 |
36.1 |
Financial assets
at fair value |
4 |
7,455.2 |
7,391.5 |
Derivative
financial assets |
4 |
1.4 |
4.9 |
Deferred tax asset |
|
42.5 |
36.4 |
|
|
7,799.3 |
7,645.8 |
Current assets |
|
|
|
Trade and other
receivables |
|
394.1 |
389.6 |
Current tax
debtor |
|
18.8 |
19.1 |
Financial assets
at fair value |
4 |
39.4 |
73.2 |
Derivative
financial assets |
4 |
36.1 |
4.4 |
Cash and cash equivalents |
|
780.5 |
990.0 |
|
|
1,268.9 |
1,476.3 |
Total assets |
|
9,068.2 |
9,122.1 |
Non-current liabilities |
|
|
|
Trade and other
payables |
|
53.8 |
66.0 |
Financial
liabilities at fair value |
4,8 |
4,889.2 |
4,602.3 |
Financial
liabilities at amortised cost |
8 |
1,061.5 |
1,197.0 |
Other financial
liabilities |
8 |
140.2 |
99.2 |
Deferred tax liabilities |
|
17.4 |
22.4 |
|
|
6,162.1 |
5,986.9 |
Current liabilities |
|
|
|
Trade and other
payables |
|
463.2 |
529.2 |
Current tax
creditor |
|
27.5 |
37.8 |
Financial
liabilities at amortised cost |
8 |
126.3 |
250.4 |
Other financial
liabilities |
8 |
8.9 |
8.9 |
Derivative financial liabilities |
4,8 |
2.9 |
9.2 |
|
|
628.8 |
835.5 |
Total liabilities |
|
6,790.9 |
6,822.4 |
Equity and reserves |
|
|
|
Called up share
capital |
|
77.3 |
77.3 |
Share premium
account |
|
181.3 |
181.3 |
Other
reserves |
|
37.4 |
55.8 |
Retained earnings |
|
1,983.5 |
1,987.5 |
Equity attributable to owners of the Company |
|
2,279.5 |
2,301.9 |
Non-controlling interest |
|
(2.2) |
(2.2) |
Total equity |
|
2,277.3 |
2,299.7 |
Total equity and liabilities |
|
9,068.2 |
9,122.1 |
The accompanying notes are an integral part of
these condensed financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
For the period ended 30 September 2024
|
Notes |
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
|
|
£m |
£m |
Cash flows generated from/(used in)
operations |
|
174.7 |
(73.4) |
Taxes paid |
|
(46.5) |
(1.6) |
Net cash flows from/(used in) operating
activities |
9 |
128.2 |
(75.0) |
Investing activities |
|
|
|
Purchase of
intangible assets |
|
(1.8) |
(2.1) |
Purchase of
property, plant and equipment |
|
(0.6) |
(2.0) |
Net cash flow
from derivative financial instruments |
|
21.3 |
33.7 |
Cash flow as a result of change in control of
subsidiary1 |
|
50.9 |
— |
Net cash flows from investing activities |
|
69.8 |
29.6 |
Financing activities |
|
|
|
Payment of
principal portion of lease liabilities |
|
(5.9) |
(3.8) |
Repayment of
long-term borrowings |
|
(223.0) |
(50.7) |
Dividends paid to equity holders of the parent |
|
(153.3) |
(149.5) |
Net cash flows used in financing activities |
|
(382.2) |
(204.0) |
Net decrease in cash and cash equivalents |
|
(184.2) |
(249.4) |
Effects of
exchange rate differences on cash and cash equivalents |
|
(25.3) |
1.4 |
Cash and cash equivalents at 1 April |
|
990.0 |
957.5 |
Cash and cash equivalents at 30 September |
|
780.5 |
709.5 |
-
During the period two CLO funds (structured entities) were assessed
as controlled. On consolidation the Group recognised £50.9m of cash
within these entities. Financial assets at fair value of £672.6m
and financial liabilities at fair value of £669.0m were also
recognised. No consideration was paid.
The Group’s cash and cash equivalents include
£345.4m (30 September 2023: £224.2m) of restricted cash held
principally by structured entities controlled by the Group.
The accompanying notes are an integral part of
these condensed financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
For the period ended 30 September 2024
|
Share
capital |
Share
premium |
Capital redemption
reserve1 |
Share based payments reserve |
Own
shares3 |
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 2024 |
77.3 |
181.3 |
5.0 |
90.7 |
(79.2) |
39.3 |
1,987.5 |
2,301.9 |
(2.2) |
2,299.7 |
Profit after
tax |
— |
— |
— |
— |
— |
— |
152.5 |
152.5 |
— |
152.5 |
Exchange
differences on translation of foreign operations |
— |
— |
— |
— |
— |
(29.4) |
— |
(29.4) |
— |
(29.4) |
Deferred tax on equity investments translation |
— |
— |
— |
— |
— |
2.8 |
— |
2.8 |
— |
2.8 |
Total comprehensive income/(expense) for the
period |
— |
— |
— |
— |
— |
(26.6) |
152.5 |
125.9 |
— |
125.9 |
Issue of share capital |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
Options/awards
exercised4 |
— |
— |
— |
(33.0) |
13.9 |
— |
(3.2) |
(22.3) |
— |
(22.3) |
Tax on
options/awards exercised |
— |
— |
— |
3.8 |
— |
— |
— |
3.8 |
— |
3.8 |
Credit for equity
settled share schemes |
— |
— |
— |
23.5 |
— |
— |
— |
23.5 |
— |
23.5 |
Dividends paid |
— |
— |
— |
— |
— |
— |
(153.3) |
(153.3) |
— |
(153.3) |
Balance at 30 September 2024 |
77.3 |
181.3 |
5.0 |
85.0 |
(65.3) |
12.7 |
1,983.5 |
2,279.5 |
(2.2) |
2,277.3 |
|
Share
capital |
Share
premium |
Capital redemption
reserve1 |
Share based payments reserve |
Own
shares3 |
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 |
— |
— |
— |
— |
— |
— |
225.0 |
225.0 |
(3.0) |
222.0 |
Exchange
differences on translation of foreign operations |
— |
— |
— |
— |
— |
5.6 |
— |
5.6 |
— |
5.6 |
Deferred tax on equity investments translation |
— |
— |
— |
— |
— |
(0.4) |
— |
(0.4) |
— |
(0.4) |
Total comprehensive income/(expense) for the
period |
— |
— |
— |
— |
— |
5.2 |
225.0 |
230.2 |
(3.0) |
227.2 |
Adjustment of non-controlling interest on disposal of
subsidiary |
— |
— |
— |
— |
— |
— |
— |
— |
(6.0) |
(6.0) |
Issue of share
capital |
0.0 |
— |
— |
— |
— |
— |
— |
0.0 |
— |
0.0 |
Options/awards
exercised4 |
— |
0.4 |
— |
(28.4) |
20.6 |
— |
(4.7) |
(12.1) |
— |
(12.1) |
Tax on
options/awards exercised |
— |
— |
— |
0.5 |
— |
— |
— |
0.5 |
— |
0.5 |
Credit for equity
settled share schemes |
— |
— |
— |
21.2 |
— |
— |
— |
21.2 |
— |
21.2 |
Dividends paid |
— |
— |
— |
— |
— |
— |
(149.5) |
(149.5) |
— |
(149.5) |
Balance at 30 September 2023 |
77.3 |
181.3 |
5.0 |
66.6 |
(82.8) |
49.3 |
1,813.4 |
2,110.1 |
16.4 |
2,126.5 |
- 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 are an integral part of
these condensed financial statements.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the period ended 30 September 2024
1. General information and basis of preparation
Basis of preparation
The interim condensed consolidated financial
statements have been prepared in accordance with UK-adopted IAS 34
Interim Financial Reporting (IAS 34), the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, and on the
basis of the accounting policies and methods of computation set out
in the consolidated financial statements of the Group for the year
ended 31 March 2024.
The interim financial statements are unaudited
and do not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006. Within the notes to the
interim financial statements, all current and comparative data
covering period to (or as at) 30 September 2024 is unaudited. Data
given in respect of 31 March 2024 is audited. The statutory
accounts for the year to 31 March 2024 have been reported on by
Ernst & Young LLP and delivered to the Registrar of Companies.
The report of the auditors was (i) unqualified, (ii) did not
include a reference to any matters which the auditors drew
attention by way of emphasis without qualifying their report, and
(iii) did not contain a statement under section 498 (2) or (3) of
the Companies Act 2006.
The consolidated financial statements of the
Group as at and for the year ended 31 March 2024 which were
prepared in accordance with UK-adopted International Accounting
Standards (UK-adopted IAS) are available on the Group’s website,
www.icgam.com.
Going concern
The interim condensed consolidated financial
statements are prepared on a going concern basis, as the Board is
satisfied that the Group has the resources to continue in business
for a period of at least 12 months from approval of the interim
condensed consolidated 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, a 12 month period from the date of approval of
the interim condensed consolidated financial statements.
Related party transactions
There have been no material changes to the
nature or size of related-party transactions since 31 March
2024.
Changes in significant accounting
policies
The accounting policies adopted in the
preparation of the interim condensed consolidated financial
statements are consistent with those followed in the preparation of
the Group’s annual consolidated financial statements for the year
ended 31 March 2024. The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet
effective.
Critical judgements in the application of accounting
policies and key sources of estimation uncertainty
The critical judgements made by the Directors in
the application of the Group's accounting policies, and the key
sources of estimation uncertainty at the reporting date, are the
same as those disclosed in the Group's annual consolidated
financial statements for the year ended 31 March 2024.
Changes in the composition of the
Group
The Group ceased to control four subsidiaries on
liquidation that were previously reported as consolidated entities
with no impact on net assets.
The Group acquired interests in two controlled
subsidiaries of warehouse funds, nine other subsidiaries and two
controlled structured entities that are consolidated within the
Group with no material impact on net assets.
2. 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:
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
Type of contract/service |
£m |
£m |
Management fees1 |
307.6 |
252.7 |
Other income |
2.2 |
0.8 |
Fee and other operating income |
309.8 |
253.5 |
-
Included within management fees is £32.8m (H1 FY24: £30.6m) 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 net
asset value, 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
period of £274.8m (H1 FY24: £222.1m) 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 in the
future of the revenue recognised. 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 £32.8m (H1 FY24: £30.6m) have been
recognised in the period. 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.
3. 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 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 associated 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.
|
Six months ended 30 September 2024
(Unaudited) |
|
Six months ended 30 September 2023
(Unaudited) |
|
FMC |
IC |
Reportable segments Total |
|
FMC |
IC |
Reportable segments Total |
|
£m |
£m |
£m |
|
£m |
£m |
£m |
External fee income |
318.4 |
— |
318.4 |
|
263.2 |
— |
263.2 |
Inter-segmental
fee |
12.5 |
(12.5) |
— |
|
12.3 |
(12.3) |
— |
Other operating income |
1.1 |
0.5 |
1.6 |
|
0.2 |
0.5 |
0.7 |
Fund management fee income |
332.0 |
(12.0) |
320.0 |
|
275.7 |
(11.8) |
263.9 |
Net investment returns |
— |
47.8 |
47.8 |
|
— |
159.4 |
159.4 |
Dividend
income |
23.0 |
— |
23.0 |
|
20.3 |
— |
20.3 |
Finance gain/(loss) |
— |
14.4 |
14.4 |
|
— |
(5.8) |
(5.8) |
Total revenue |
355.0 |
50.2 |
405.2 |
|
296.0 |
141.8 |
437.8 |
Interest income |
0.1 |
10.3 |
10.4 |
|
— |
10.0 |
10.0 |
Interest
expense |
(1.4) |
(20.5) |
(21.9) |
|
(1.1) |
(24.0) |
(25.1) |
Staff costs |
(55.5) |
(15.2) |
(70.7) |
|
(47.3) |
(9.9) |
(57.2) |
Incentive scheme
costs |
(66.0) |
(10.7) |
(76.7) |
|
(55.2) |
(28.6) |
(83.8) |
Other administrative expenses |
(35.8) |
(12.1) |
(47.9) |
|
(29.7) |
(10.1) |
(39.8) |
Profit before tax |
196.4 |
2.0 |
198.4 |
|
162.7 |
79.2 |
241.9 |
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 Consolidate entities.
- Seed investments are presented as
other current 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.
3. Segmental reporting continued
Consolidated income statement
|
Reportable segments |
Consolidated entities |
Financial statements |
Six months ended 30 September 2024
(Unaudited) |
£m |
£m |
£m |
Fund management fee income |
318.4 |
(10.8) |
307.6 |
Other operating
income |
1.6 |
0.6 |
2.2 |
Fee and
other income |
320.0 |
(10.2) |
309.8 |
Dividend
income |
23.0 |
(23.0) |
— |
Finance
gain/(loss) |
14.4 |
2.0 |
16.4 |
Finance
income/(loss) |
37.4 |
(21.0) |
16.4 |
Net investment returns/gains on investments |
47.8 |
31.3 |
79.1 |
Total revenue |
405.2 |
0.1 |
405.3 |
Other income |
10.4 |
0.1 |
10.5 |
Finance
costs |
(21.9) |
(3.4) |
(25.3) |
Staff costs |
(70.7) |
— |
(70.7) |
Incentive scheme
costs |
(76.7) |
— |
(76.7) |
Other
administrative expenses |
(47.9) |
(12.4) |
(60.3) |
Administrative expenses |
(195.3) |
(12.4) |
(207.7) |
Profit before tax |
198.4 |
(15.6) |
182.8 |
Tax charge |
(32.8) |
2.5 |
(30.3) |
Profit for the period |
165.6 |
(13.1) |
152.5 |
|
Reportable segments |
Consolidated entities |
Financial statements |
Six months ended 30 September 2023
(Unaudited) |
£m |
£m |
£m |
Fund management fee income |
263.2 |
(10.5) |
252.7 |
Other operating
income |
0.7 |
0.1 |
0.8 |
Fee and
other income |
263.9 |
(10.4) |
253.5 |
Dividend
income |
20.3 |
(20.3) |
— |
Finance
gain/(loss) |
(5.8) |
(0.5) |
(6.3) |
Finance
loss |
14.5 |
(20.8) |
(6.3) |
Net investment returns/gains on investments |
159.4 |
56.5 |
215.9 |
Total revenue |
437.8 |
25.3 |
463.1 |
Other income |
10.0 |
0.1 |
10.1 |
Finance
costs |
(25.1) |
0.2 |
(24.9) |
Staff costs |
(57.2) |
— |
(57.2) |
Incentive scheme
costs |
(83.8) |
— |
(83.8) |
Other
administrative expenses |
(39.8) |
(7.2) |
(47.0) |
Administrative expenses |
(180.8) |
(7.2) |
(188.0) |
Share of results of joint ventures accounted for using
equity method |
— |
(0.4) |
(0.4) |
Profit before tax and discontinued operations |
241.9 |
18.0 |
259.9 |
Tax charge |
(37.5) |
(4.8) |
(42.3) |
Loss after tax from discontinued operations |
— |
4.4 |
4.4 |
Profit after tax and discontinued operations |
204.4 |
17.6 |
222.0 |
4. 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 financial assets as held at 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 2022
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
35.
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.
|
4. 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 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 30 September 2024 (Unaudited) |
As at 31 March 2024 (Audited) |
|
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 |
3.4 |
2.7 |
2,188.1 |
2,194.2 |
5.7 |
3.6 |
2,300.7 |
2,310.0 |
Consolidated CLOs
and credit funds |
— |
4,375.7 |
439.8 |
4,815.5 |
— |
4,154.9 |
462.6 |
4,617.5 |
Derivative
assets |
— |
37.5 |
— |
37.5 |
— |
9.3 |
— |
9.3 |
Investment in
private companies2 |
— |
— |
354.2 |
354.2 |
— |
— |
401.7 |
401.7 |
Investment in
public companies |
9.7 |
— |
— |
9.7 |
4.5 |
— |
— |
4.5 |
Non-consolidated CLOs and credit funds |
— |
102.5 |
18.5 |
121.0 |
— |
111.3 |
19.7 |
131.0 |
Total financial
assets3 |
13.1 |
4,518.4 |
3,000.6 |
7,532.1 |
10.2 |
4,279.1 |
3,184.7 |
7,474.0 |
|
|
|
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
|
|
|
Liabilities of
consolidated CLOs and credit funds |
— |
(4,635.4) |
(253.8) |
(4,889.2) |
— |
(4,415.6) |
(186.7) |
(4,602.3) |
Derivative liabilities |
— |
(2.9) |
— |
(2.9) |
— |
(9.2) |
— |
(9.2) |
Total financial liabilities |
— |
(4,638.3) |
(253.8) |
(4,892.1) |
— |
(4,424.8) |
(186.7) |
(4,611.5) |
-
Level 3 investments in or alongside managed funds includes
£1,236.4m Corporate Investments & US Mid Market (31 March 2024:
£1,212.3m), £460.2m Strategic Equity, LP Secondaries, Recovery Fund
& Life Sciences (31 March 2024: £517.9m), £49.8m Senior Debt
Partners (31 March 2024: £58.2m), £63.9m North American Credit
Partners (31 March 2024: £82.1m), £348.0m real estate funds (31
March 2024: £399.6m) , and £29.8m credit funds (31 March 2024:
£16.8m).
-
Level 3 Investment in private companies includes £313.0m
subordinated debt and equity (31 March 2024: £359.9m) and £41.2m of
real estate assets (31 March 2024: £41.8m).
-
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 as reported in the Statement of
Financial Position (see page 23).
4. Financial assets and liabilities continued
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 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
('IC’s').
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 36 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.
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.
4. Financial assets and liabilities continued
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 36.
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.
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 these liabilities are classified as
Level 2.
Unrated/subordinated debt liabilities of
consolidated CLOs are valued directly in line with the fair value
of the CLO loan asset portfolio. 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 classified these liabilities as 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 2022. 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.
4. Financial assets and liabilities continued
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 gain/(loss). 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 closing
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 |
Senior and subordinated notes of CLO vehicles |
Disposal groups held for sale |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
At 1 April 2024 |
2,300.7 |
462.6 |
401.7 |
19.7 |
— |
3,184.7 |
Total gains or
losses in the income statement |
|
|
|
|
|
|
- Net investment return² |
66.7 |
11.2 |
0.4 |
(1.4) |
— |
76.9 |
- Foreign exchange |
(59.9) |
(20.2) |
(15.2) |
(0.4) |
— |
(95.7) |
Purchases |
211.5 |
193.2 |
25.3 |
10.3 |
— |
440.3 |
Exit
proceeds |
(330.9) |
(155.5) |
(58.0) |
(9.7) |
— |
(554.1) |
Transfers
in1 |
— |
89.7 |
— |
— |
— |
89.7 |
Transfers out1 |
|
(141.2) |
|
|
|
(141.2) |
At 30 September 2024 |
2,188.1 |
439.8 |
354.2 |
18.5 |
— |
3,000.6 |
-
During the period 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.
-
Included within net investment returns are £54.2m of unrealised
gains (which includes accrued interest).
|
Investment in or alongside managed funds |
Investment in loans held in consolidated
entities |
Investment in private companies |
Senior and 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 period 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.
Reconciliation of Level 3 fair value measurement
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 period ended 30 September 2024
changes in the fair value of the assets of subordinated notes of
CLO vehicles resulted in an increase in the fair value of the
financial liabilities of those consolidated credit funds, reported
as a ‘fair value loss’ in the table below.
4. Financial assets and liabilities continued
|
30 September 2024 (Unaudited) |
31 March 2024 (Audited) |
|
Financial liabilities designated as FVTPL |
Financial liabilities designated as FVTPL |
Group |
£m |
£m |
At 1 April |
186.7 |
64.7 |
Total gains or
losses in the income statement |
|
|
– Fair value
loss/(gain) |
21.4 |
102.3 |
– Foreign
exchange (gain)/loss |
(6.1) |
(1.7) |
Purchases |
51.8 |
21.4 |
As at period end |
253.8 |
186.7 |
4. 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
30 September 2024 |
Fair Value
As at
31 March 2024 |
Primary Valuation
Technique1 |
Key Unobservable
Inputs |
Range |
Weighted Average/ Fair Value Inputs |
Sensitivity/
Scenarios |
Effect on Fair Value 30 September 2024 |
Effect on Fair Value 31 March 2024 |
|
£m |
£m |
|
|
|
|
|
£m |
£m |
Structured & Private Equity: Corporate Investments & US
Mid-Market
|
1,491.7
|
1,490.6
|
Market comparable companies |
Earnings multiple |
7.5x – 27.2x |
13.1x |
'+10% Earnings multiple2 |
169.7 |
187.6 |
Discounted cash flow
|
Discount rate |
7.6% - 20.9% |
10.6% |
'-10% Earnings multiple2 |
(169.5) |
(187.6) |
Earnings multiple |
6.1x – 21.3x |
12.1x |
|
|
|
Structured & Private Equity: Strategic Equity, LP Secondaries,
Recovery Fund, Life Sciences
|
515.4
|
589.9
|
Third-party valuation / funding round value
|
N/A
|
N/A
|
N/A
|
+10% valuation |
51.5 |
59.0 |
-10% valuation |
(51.5) |
(59.0) |
Private Debt: North American Credit Partners
|
66.6 |
91.7 |
Market comparable companies |
Earnings multiple |
5.5x – 20.8x |
14.0x |
'+10% Earnings multiple2 |
2.2 |
9.7 |
|
|
|
|
|
|
'-10% Earnings multiple2 |
(2.2) |
(9.7) |
Private Debt: Senior Debt Partners
|
49.7
|
58.2
|
Discounted cash flow
|
Probability of default |
1.0%-2.2% |
1.0% |
Upside case |
— |
— |
Loss given default |
32.2% |
32.2% |
Downside case |
(0.4) |
(0.5) |
Maturity of loan |
3 years |
3 years |
|
|
|
Effective interest rate |
9.6%-11.5% |
11.2% |
|
|
|
Real Assets
|
362.6
|
441.4
|
Third-party valuation |
N/A |
N/A |
N/A |
+10% Third-party valuation |
36.2 |
44.1 |
LTV-based impairment model |
N/A |
N/A |
N/A |
-10% Third-party valuation |
(36.2) |
(44.1) |
Credit: Non-consolidated CLOs and credit funds
|
18.5
|
19.7
|
Discounted cash flow
|
Discount rate |
13.5% - 15.0% |
14.6% |
|
|
|
Default rate |
3% - 4.5% |
3.2% |
Upside case3 |
22.7 |
22.8 |
Prepayment rate % |
15% -20% |
19.8% |
Downside case3 |
(22.8) |
(23.8) |
Recovery rate % |
75.0% |
75.0% |
|
|
|
Reinvestment price |
99.5% |
99.5% |
|
|
|
Credit: Consolidated CLOs and credit funds
|
439.8
|
462.6
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
43.9 |
46.3 |
-10% Third-party valuation |
(43.9) |
(46.3) |
Credit: Liquid Funds
|
56.3
|
30.6
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
5.6 |
3.1 |
-10% Third-party valuation |
(5.6) |
(3.1) |
Total financial assets
|
3,000.6
|
3,184.7
|
|
|
|
|
Total Upside sensitivity |
331.8 |
372.5 |
Total Downside sensitivity |
(332.1) |
(374.1) |
Liabilities of Consolidated CLOs and credit funds
|
(253.8)
|
(186.7)
|
Third-party valuation
|
N/A
|
N/A
|
N/A
|
+10% Third-party valuation |
(25.4) |
(18.7) |
-10% Third-party valuation |
25.4 |
18.7 |
Total financial liabilities |
(253.8) |
(186.7) |
|
|
|
|
|
|
|
-
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 £183.1m 30 September 2024 (Unaudited) (31 March
2024: £187.7m). The default rate 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 3 months, then to 2.0% p.a. for the
following 6 months, 1.5% p.a. for the following 6 months and
reverting to 1% p.a. for the following 9 months, keeping all other
parameters consistent. The downside case is based on the default
rate being increased over the next 3 months to 6.5%, then to 6.0%
for the following 6 months, 5.5% p.a. for the following 6 months
and reverting to 5% p.a. for the following 9 months, keeping all
other parameters consistent.
5. Earnings per share
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
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 |
152.5 |
217.6 |
Discontinued operations |
— |
7.4 |
|
152.5 |
225.0 |
Number of shares |
|
|
Weighted average
number of ordinary shares for the purposes of basic earnings per
share |
287,431,397 |
285,752,340 |
Effect of dilutive potential ordinary share options |
5,212,888 |
3,430,600 |
Weighted average number of ordinary shares for the purposes
of diluted earnings per share |
292,644,285 |
289,182,940 |
|
|
|
Earnings per share for continuing operations |
|
|
Basic, profit from continuing operations attributable to equity
holders of the parent (pence) |
53.1p |
76.1p |
Diluted, profit
from continuing operations attributable to equity holders of the
parent (pence) |
52.1p |
75.2p |
|
|
|
Earnings per share for discontinued
operations |
|
|
Basic, profit from discontinued operations attributable to equity
holders of the parent (pence) |
— |
2.6p |
Diluted, profit
from discontinued operations attributable to equity holders of the
parent (pence) |
— |
2.6p |
The total number of shares issued during the
period to 30 September 2024 was nil (H1 FY24: 32,379).
6. Dividends
Dividends on ordinary shares of 53.2p per share,
£153.3m (H1 FY24 52.2p, £149.5m) were paid during the period to 30
September 2024.
The Board has approved an interim dividend of
26.3p per share (H1 FY24: 25.8p).
7. Tax expense
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
Analysis of tax on ordinary activities |
£m |
£m |
|
|
|
Current tax |
38.4 |
37.1 |
Deferred taxation |
(8.1) |
5.2 |
Tax charge on profit on ordinary activities |
30.3 |
42.3 |
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 30 September 2024 of 16.6% (H1 FY24: 16.3%) is
lower than the statutory UK corporation tax rate of 25%.
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
7. Tax expense continued
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. The Group accounts for future legislative change, to
the extent that is enacted at the reporting date, in its
recognition of deferred tax.
The mandatory IAS12 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, establish a global
minimum tax rate of 15%, and apply for financial years beginning on
or after 31 December 2023. Therefore, for the Group it will be FY25
(financial year ending 31 March 2025) that is the first period to
which the rules are applied. The Group has performed an impact
assessment, and continues to monitor the development of the
regulations. The Group recognised a current tax expense of £nil
related to top-up tax in the six months ended 30 September 2024 (H1
FY24: £nil).
8. Financial liabilities
Financial liabilities are £6,229.0m (31 March
2024: £6,167.0m), including £1,187.8m (31 March 2024: £1,447.4m) of
financial liabilities at amortised cost. This is an increase of
£62.0m in the period since 31 March 2024 and is driven by increase
in long term debt at fair value in the consolidated structured
entities £286.9m partially offset by repayment of long term debt at
amortised cost in operating segments £223.0m.
9. Net cash flows from operating activities
|
Six months ended
30 September 2024
(Unaudited) |
Six months ended
30 September 2023
(Unaudited) |
|
£m |
£m |
Profit before tax from continuing operations |
182.8 |
259.9 |
Adjustments for non cash items: |
|
|
Fee and other
operating income |
(309.8) |
(253.5) |
Net investment
returns |
(79.1) |
(215.9) |
Interest
income |
(10.5) |
(10.1) |
Net fair value
(gain)/loss on derivatives |
(54.9) |
1.3 |
Impact of
movement in foreign exchange rates |
38.5 |
5.0 |
Interest
expense |
25.3 |
24.9 |
Depreciation,
amortisation and impairment of property, equipment and intangible
assets |
8.7 |
9.3 |
Share-based
payment expense |
23.5 |
21.2 |
Working
capital changes: |
|
|
Increase in trade
and other receivables |
(83.2) |
(23.6) |
Decrease in trade and other payables |
(67.1) |
(108.5) |
|
(325.8) |
(290.0) |
Proceeds from
sale of current financial assets |
90.2 |
131.9 |
Purchase of
current financial assets |
(103.5) |
(169.9) |
Purchase of
investments |
(1,086.9) |
(835.2) |
Proceeds from
sales and maturities of investments |
1,387.2 |
1,071.0 |
Proceeds from
investment property debt |
47.0 |
— |
Redemption of CLO
debt |
(196.7) |
(270.6) |
Interest and
dividend income received |
230.7 |
218.1 |
Fee and other
operating income received |
323.9 |
237.3 |
Interest paid |
(191.4) |
(166.0) |
Cash flows generated from/(used in)
operations |
174.7 |
(73.4) |
Taxes paid |
(46.5) |
(1.6) |
Net cash flows from/(used in) operating
activities |
128.2 |
(75.0) |
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.
There were no cash flows arising on a change of
control included within amounts included within Proceeds from sale
of current financial assets in respect of disposals of controlled
subsidiaries in the period (H1FY24: £113.9m).
Purchase of current financial assets includes
£61.7m (H1 FY24: £90.1m) of financial assets held by controlled
subsidiaries.
10. Post balance sheet events
There have been no material events since the
balance sheet date.
Other information
Outstanding debt facilities at 30 September
2024
|
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 |
416.3 |
— |
416.3 |
1.63% |
February-27 |
ESG Linked Bond |
EUR |
416.3 |
— |
416.3 |
2.50% |
January-30 |
Total
bonds |
|
832.6 |
— |
832.6 |
|
|
PP 2015 – Class C |
USD |
59.8 |
— |
59.8 |
5.21% |
May-25 |
PP 2015 – Class F |
EUR |
36.6 |
— |
36.6 |
3.38% |
May-25 |
Private
Placement 2015 |
|
96.4 |
— |
96.4 |
|
|
PP 2016 – Class C |
USD |
40.4 |
— |
40.4 |
4.96% |
September-26 |
PP 2016 – Class E |
EUR |
18.3 |
— |
18.3 |
3.04% |
January-25 |
PP 2016 – Class F |
EUR |
25.0 |
— |
25.0 |
2.74% |
January-27 |
Private
Placement 2016 |
|
83.7 |
— |
83.7 |
|
|
PP 2019 – Class B |
USD |
74.8 |
— |
74.8 |
4.99% |
March-26 |
PP 2019 – Class C |
USD |
93.5 |
— |
93.5 |
5.35% |
March-29 |
Private Placement 2019 |
|
168.3 |
— |
168.3 |
|
|
Total Private Placements |
|
348.4 |
— |
348.4 |
|
|
|
|
|
|
|
|
|
Total |
|
1,181.0 |
550.0 |
1,731.0 |
|
|
Note: after the end of the period covered in
this report the Group entered into a new RCF, replacing the
previous ESG-linked RCF.
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 5. |
APM Group profit before tax
|
|
|
|
Group profit before tax adjusted for the impact of the consolidated
structured entities. As at 30 September, this is calculated as
follows: |
|
|
Six months ended
30 September 2024 |
Six months ended
30 September 2023 |
Profit before tax |
|
£182.8m |
£259.9m |
Plus/ Less consolidated structured entities |
|
£15.6m |
(£18.0)m |
APM Group profit/(loss) before tax |
|
£198.4m |
£241.9m |
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. |
|
|
|
|
30 September 2024 |
31 March 2024 |
|
|
Third Party AUM |
|
$102.3bn |
$94.5bn |
|
|
Balance Sheet Investment Portfolio |
|
$4.0bn |
$3.9bn |
|
|
AUM |
|
$106.3bn |
$98.4bn |
Available cash
|
|
|
|
Total
available cash comprises APM cash less regulatory liquidity
requirements. |
|
|
30 September 2024 |
31 March 2024 |
APM cash |
|
£435.2m |
£627.4m |
Regulatory liquidity requirement |
|
(£53.0)m |
(£53.0)m |
Available cash |
|
£382.2m |
£574.4m |
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. |
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 5. |
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. |
Interest expense |
|
|
|
Interest expense excludes the cost of financing associated with the
consolidated structured entities. |
APM net asset value 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 30 September, this is
calculated as follows: |
|
|
Six months ended
30 September 2024 |
Six months ended
30 September 2023 |
Total equity |
|
£2,289.5m |
£2,045.6m |
Closing number of ordinary shares |
|
290,631,993.00 |
290,631,993.00 |
Net asset value per share |
|
788p |
704p |
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. |
|
|
30 September 2024 |
31 March 2024 |
Total liabilities
held at amortised cost |
|
£1,187.8m |
£1,447.4m |
Impact of upfront fees/unamortised discount |
|
(£6.8)m |
£0.6m |
Gross drawn debt |
|
£1,181.0m |
£1,448.0m |
Less available cash |
|
(£382.2)m |
(£574.4)m |
Net debt |
|
£798.8m |
£873.6m |
Net gearing
|
|
|
|
Net gearing is used by management as a measure of balance sheet
efficiency. 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 30 September, this is calculated
as follows: |
|
|
30 September 2024 |
31 March 2024 |
Net debt |
|
£799m |
£874m |
Shareholders’ equity |
|
£ 2,289.5 m |
£2,295.4m |
Net gearing |
|
0.35x |
0.38x |
Net Investment Returns |
|
|
|
Net Investment Returns is the total of interest income, capital
gains, dividend and other income less asset impairments. |
Operating cash flow |
|
|
|
Operating cash flow represents the cash generated from operating
activities from the statement of cash flows, adjusted for the
impact of the consolidated structured entities. |
Operating profit margin
|
|
|
|
Fund Management Company profit before tax divided by Fund
Management Company total revenue. As at 30 September this is
calculated as follows: |
|
|
|
Six months ended
30 September 2024 |
Six months ended
30 September 2023 |
|
Fund Management Company profit before tax |
|
£196.4m |
£162.7m |
|
Fund Management Company total revenue |
|
£355.0m |
£296.0m |
|
Operating profit margin |
|
55.3% |
55.0% |
Third Party AUM |
|
|
|
Value of all funds and assets managed by the Group (including both
invested and uninvested capital) on which the Group earns, or has
the potential to earn, fees. |
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 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 |
|
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 |
|
|
|
Distribution 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 criteria |
|
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 |
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Gross MOIC |
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Total realised and unrealised value of investments (before
deduction of any fees), divided by the total invested cost. |
HMRC |
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HM Revenue & Customs, the UK tax authority. |
IAS |
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International Accounting Standards. |
IFRS |
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International Financial Reporting Standards as adopted by the
United Kingdom. |
Illiquid assets |
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Asset classes which are not actively traded. |
Investment Company |
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IC |
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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. |
Internal Rate of Return |
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IRR |
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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. |
Key Person |
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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 |
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KPI |
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A business metric used to evaluate factors that are crucial to the
success of an organisation. |
Key risk indicator |
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KRI |
|
A measure used to indicate how risky an activity is. It is an
indicator of the possibility of future adverse impact. |
Liquid assets |
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|
Asset classes with an active, established market in which assets
may be readily bought and sold. |
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Term |
|
Short Form |
|
Definition |
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, derivative financial assets and liabilities on management
fee FX hedges, and current and deferred tax assets and
liabilities. |
Open-ended fund |
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A fund which remains open to new commitments and where an
investor’s commitment may be redeemed with appropriate notice. |
Payment in kind |
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PIK |
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Also known as rolled-up interest. PIK is the interest accruing on a
loan until maturity or refinancing, without any cash flows until
that time. |
Performance fees |
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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. |
Realisation |
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The return of invested capital in the form of principal, rolled-up
interest and/or capital gain. |
Realisations (of AUM) |
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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) |
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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. |
RCF |
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Revolving credit facility |
Step-down |
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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 |
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SMA |
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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 |
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SBT |
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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 |
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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 |
|
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|
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. |
UK Corporate Governance Code |
|
The Code |
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Sets out standards of good practice in relation to board leadership
and effectiveness, remuneration, accountability and relations with
shareholders. |
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