Patria Private
Equity Trust plc
Annual Report
and Accounts
2024
30 September 2024
patriaprivateequitytrust.com
Company number: SC216638
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Patria Private Equity Trust | Annual Report 2024
Strategic
Report
Investment
Manager’s
Review
Corporate
Governance
Financial
Statements
Other
Information
Introduction
PPET partners with 15 carefully selected private
equity managers, investing both in their funds and
directly alongside them into private companies.
This provides PPET’s investors with a diversified
underlying portfolio of more than 600 private
companies, mainly headquartered in Europe. This
approach has resulted in consistent, long-term
net asset value (‘NAV’) growth, with an annualised
NAV total return of 14.8% over the last decade.
Patria Capital Partners LLP, a wholly owned
subsidiary of Patria Investments Limited, is PPET’s
alternative investment fund manager (‘AIFM’, the
‘Investment Manager’ or the ‘Manager’).
Patria Private Equity
Trust plc (‘PPET’) is an
investment trust with a
premium listing on the
London Stock Exchange.
Our current investment objective
1
PPET’s investment objective is to
achieve long-term total returns through
holding a diversified portfolio of private
equity funds and direct investments into
private companies alongside private
equity managers, a majority of which
will have a European focus.
SHARE PRICE TOTAL
RETURN
*
24.9%
2023: 11.7%
NAV TOTAL RETURN
*
2.4%
2023: 5.4%
GEARING
*
11.8%
2023: 8.6%
OVERCOMMITMENT
RATIO
*
28.5%
2023: 35.2%
Key Performance
Indicators to
30 September 2024
In this Report
* Considered to be an alternative
performance measure. Further
details can be found in the Glossary
on pages 105 to 108.
1 Please see the Chair’s Statement for information on proposed
changes to PPET’s investment objective.
Overview
Introduction 02
Other Financial Highlights 03
Our Differentiators 04
What We Invest In 05
Strategic Report
Chair’s Statement 07
PPET’s Performance 12
Stakeholder Engagement and
Responsible Management 13
Principal Risks and Uncertainties 17
Viability Statement 20
Investment Manager’s Review
Investment Manager’s Team 22
Summary of the Year 23
Investment Manager’s Review 24
Responsible Investment and Sustainabillity 35
Ten Largest Investments 37
Largest Ten Underlying Private Companies 40
Investment Portfolio 45
Top 30 Underlying Private
Company Investments 49
Corporate Governance
Governance at a Glance 52
Board of Directors 53
Directors’ Report 55
Corporate Governance Statement 61
Directors’ Remuneration Report 66
Audit Committee Report 69
Directors’ Responsibility Statement 74
Financial Statements
Independent Auditor’s Report
to the Members of Patria Private
Equity Trust plc 76
Statement of Comprehensive Income 83
Statement of Financial Position 84
Statement of Changes in Equity 85
Statement of Cash Flows 86
Notes to the Financial Statements 87
Other Information
Glossary of Terms 105
Investor Information 109
AIFMD Disclosures (Unaudited) 111
Notice of Annual General Meeting 112
Appendix to the Notice of
Annual General Meeting 116
Contacts 117
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take, you should consult your stockbroker,
solicitor, accountant or other independent professional adviser authorised under the Financial
Services and Markets Act 2000, if you are resident in the UK, or, if not, another appropriately
independent professional adviser in your own jurisdiction.
If you have sold, transferred or otherwise disposed of all your shares in the Company, please
pass this annual report and the accompanying Form of Proxy to the stockbroker, bank or other
agent through whom you made the sale, transfer or disposal for transmission to the purchaser or
transferee, except that such documents should not be sent to any jurisdiction under any circumstances
where to do so might constitute a violation of local securities laws and regulations. If you have sold or
transferred or otherwise disposed of only part of your holding of shares in the Company, you should
retain this annual report and the accompanying Form of Proxy and consult the stockbroker, bank or
other agent through whom you made the sale, transfer or disposal.
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Patria Private Equity Trust | Annual Report 2024
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03
FY22
FY23
FY24
753.2p
777.7p
780.1p
45.6%
43.2%
31.4%
FY22
FY23
FY24
14.4p
16.0p
16.8p
FY22
FY23
FY24
FY22
FY23
FY24
10.5%
9.4%
8.8%
FY22
FY23
FY24
£1,158.1m
£1,195.6m
£1,192.1m
FY22
FY23
FY24
1.06%
1.06%
1.06%
Other Financial Highlights
NAV PER SHARE
*
780.1p
PORTFOLIO RETURN
(IN LOCAL CURRENCY)
8.8%
SHARE PRICE DISCOUNT TO NAV
*
31.4%
NET ASSETS
£1,192.1m
TOTAL DIVIDEND PER SHARE
16.8p
ONGOING CHARGES RATIO (OCR)
*
1.06%
* Considered to be an alternative performance measure.
Further details can be found in the Glossary on pages 105
to 108.
We are pleased to
present the financial
highlights of this
year, showcasing
our commitment to
delivering consistent
returns and growth
for our investors.
Patria Private Equity Trust | Annual Report 2024
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04
Our Differentiators
PPET provides a distinctive way to invest in private equity
Key investment considerations PPET’s distinctive features
Access
• Private equity is complex to navigate.
• There are more than 15,000 private equity managers globally.
1
• Best managers are hard to access.
• Private equity is a long-term, illiquid asset class.
Expertise
• Select an established, well-resourced investment manager with:
‒ Long-standing relationships with best private equity managers.
‒ Experience of investing through market cycles.
‒ Ability to deploy via primary funds, secondaries and direct investments.
Focus
• Clearly articulated strategy.
• Targeting most attractive segments of the private equity market.
• Appropriate level of diversification.
• Active portfolio management.
Performance
• Strong and consistent NAV growth.
• Regular and dependable return of cash to shareholders.
15
core private equity manager
relationships
>20
years average senior
investment team private
equity experience
65%
of portfolio NAV in the PE
mid-market
14.8%
ten-year annualised NAV total
return (‘TR’)
• PPET invests alongside 15 carefully selected core private equity manager
relationships (69.2% of portfolio NAV). The Manager considers these firms to
be amongst the market leaders in private equity.
• PPET is a listed company that provides daily liquidity.
• Flat management fee of 95bp of NAV with no performance fee.
• Patria Capital Partners LLP* has managed PPET since its inception.
• Sixty five professionals based across Edinburgh, London and New York.
• Senior investment team members have on average more than 20 years of
private equity experience.
• Deep networks built over many years within the private equity ecosystem.
• Predominantly focused on the private equity mid-market
2
investing in
established companies that are profitable and cash generative and have
several avenues for future earnings growth.
• Majority European portfolio, with 76% of underlying portfolio companies
headquartered in Europe.
• Diversification across 616 underlying companies, of which the top 100 equate
to 63.9% of portfolio NAV.
• Increasing exposure to direct investments (26% of portfolio NAV).
• PPET has a performance track record of more than two decades,
delivering consistent NAV growth across multiple market cycles. PPET’
has 14 consecutive years of annual NAV growth.
3
• Together with this steady capital appreciation, PPET pays a quarterly
dividend to shareholders, which has grown in value every year for the last
10 years, and during 2024 has undertaken regular share buybacks.
1 Data from Preqin.
2 Mid-market defined as private companies with an enterprise value between €100 million and €1 billion at entry.
3 Based on NAV total return, which includes dividend payments.
* Formerly known as SL Capital Partners LLP until 26 November 2021, and known as abrdn Capital Partners LLP until 29 April 2024.
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Patria Private Equity Trust | Annual Report 2024
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M
A
R
K
E
T
S
E
G
M
E
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A
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G
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F
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c
o
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d
a
r
i
e
s
9
%
£1,177 million*
What We Invest In
Primary Funds
A commitment to a newly
established private equity
fund, which typically has
no existing assets at the
start, but which creates a
portfolio of private companies
over time. The investment
decision is largely based on
the private equity firm that
manages the fund, its track
record in sourcing attractive
deals in line with its chosen
strategy and delivering strong
investment returns.
Fund Secondaries
Buying one or more interests
in private equity funds from
another investor, partway
through each acquired fund’s
life. Each acquired fund will
already have a portfolio of
private companies. Therefore,
the investment decision is
largely based more on the
underlying assets within
the funds.
Direct Investment
An investment into a single
private company alongside
the lead investor, typically one
of PPET’s core private equity
managers. The investment
decision focuses on a single
company and its transaction,
including the acquisition
price, market, product or
service offering and
executive management.
P
o
r
t
f
o
l
i
o
c
o
m
p
o
s
i
t
i
o
n
I
N
V
E
S
T
M
E
N
T
T
Y
P
E
A diversified portfolio of private equity
funds and direct investments into
private companies, principally focused
on the European mid-market.
* Total investments at 30 September 2024 –
763 underlying investments which represent
holdings in 616 separate underlying private
companies, 44 underlying fund investments
and 9 underlying direct investments.
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Strategic
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Investment
Manager’s
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Corporate
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Financial
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Other
Information
06
Strategic
Report
In this section:
Chair’s Statement 07
PPET’s Performance 12
Stakeholder Engagement and
Responsible Management 13
Principal Risks and Uncertainties 17
Viability Statement 20
p07
Chair’s Statement
p12
PPET’s Performance
07
Patria Private Equity Trust | Annual Report 2024
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Chair’s Statement
‘Over the 12 months to
30 September 2024,
the share price total
return increased
by 24.9%.’
Alan Devine
Chair of the Board
‘A year of
positive
transition
for PPET.’
Introduction
I am pleased to report that PPET continues
to perform despite the broader challenges.
The Share Price and NAV Total Return for the
year to 30 September 2024 delivered 24.9%
and 2.4% respectively.
The last 12 months have been a year of
transition since our Manager had a change
in ownership and, as a result, the Board
rebranded the Company to Patria Private
Equity Trust plc. At the same time, we
appointed a new corporate broker, launched
a share buyback programme and conducted
a successful secondary sale of a non-core
portfolio of fund investments.
From a wider investment trust perspective,
there have been positive developments
around cost disclosures, which have the
potential to benefit private equity investment
trusts like PPET.
Private equity investment activity is showing
more positive momentum after a tough 2023
and that should benefit the Company as we
look ahead to 2025.
New Name
As I explained in the Interim Report, the Board
spent a great deal of time during the first half
of the year undertaking due diligence on the
Manager’s change of ownership, from abrdn
plc (‘abrdn’) to Patria Investments (‘Patria’). The
Board announced our consent to the Manager
change of control at the AGM in March 2024
and the sale of the Manager completed at the
end of April 2024. The Company changed its
name from abrdn Private Equity Opportunities
Trust plc to Patria Private Equity Trust plc on
29 April 2024.
SHARE PRICE
TOTAL RETURN*
+24.9%
NAV TOTAL RETURN*
+2.4%
* Considered to be an alternative
performance measure. Further
details can be found in the
Glossary on pages 105 to 108.
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FY22
FY23
FY24
753.2p
777.7p
780.1p
£55.2 million
£27.8 million
£112.9 million
Chair’s Statement continued
The Board and I are pleased with how the
Manager has settled into Patria during
the second half of the year and we are
encouraged by the engagement from Patria’s
senior leadership. Patria has so far delivered
on their promises and I would particularly
highlight that they have invested behind the
Manager’s team, with 15 new hires since the
deal with abrdn was announced in October
2023. They also committed additional money
to help promote PPET through marketing
initiatives, following its name change. The
Manager’s senior team has been stable for a
number of years, with no departures following
the Patria move, and PPET’s investment
strategy remains unchanged.
There has been no change to PPET’s service
providers as a result of the change of the
Manager. However, unrelated to the Manager’s
change of ownership, the Board initiated
a change of broker during the year and
appointed Investec Bank plc as sole corporate
broker with effect from 5 July 2024.
Investment Strategy
The Board and the Manager are aligned on
our vision for PPET’s investment strategy and
the change of ownership hasn’t materially
impacted upon this. PPET remains focused
on the mid-market buyout segment of private
equity (private companies between €100
million and €1 billion enterprise value at entry)
and principally in Europe.
Whilst the broad focus on the private equity mid-
market remains unchanged, we want to further
increase our exposure to the lower end of the
mid-market: companies between €100 million
and €500 million enterprise value at entry. Our
belief is that the lower mid-market is the most
attractive part of the private equity market from
a risk-adjusted viewpoint, given companies in
this segment are typically established, profitable
and cash generative but with clear avenues
and strong potential for further growth. We
believe this part of the market has the potential
to outperform other segments of private equity,
particularly in an environment where interest
rates will be higher for longer.
PPET will continue to make fund investments,
both on a primary and secondary basis, but
direct investments into private companies
will continue to increase as a proportion of
the portfolio. Directs bring the key advantage
of reducing the underlying costs of PPET
(compared to funds), given most of PPET’s
direct portfolio doesn’t attract fees or carried
interest at an underlying level. Therefore,
we believe building a diversified portfolio of
direct investments will bring the potential
for higher returns on a net basis and, so far,
PPET’s portfolio of 32 direct investments is
performing in line with that expectation.
I would note that PPET has not deployed as
much in fund secondaries as we would have
liked in recent years and that fund secondaries
equate to 9.0% of PPET’s portfolio value at
30 September 2024. To help PPET deploy
more in this area, the Board agreed to PPET
making a commitment to Patria Secondary
Opportunities Fund V (‘SOF V’), a vehicle run by
an affiliate of the Manager. As part of this fund
commitment, I would note that the investment
will be excluded from NAV when considering
the calculation of the Manager’s fee and that
PPET obtained attractive underlying terms
as a cornerstone investor.
Lastly, given Patria is headquartered in
Brazil and has been making private markets
investments in Latin America for over three
decades, we are often asked whether this
means PPET will start investing in that
geographic region. I can confirm there are no
plans for that and the Company’s geographic
focus will remain largely on Europe.
Performance
I am pleased with the share price total
return performance of 24.9% this year
(30 September 2023: 11.7%) and, whilst
the NAV Total Return of 2.4% (30 September
2023: 5.4%) is lower than PPET’s longer-
term average, much of this is due to
foreign exchange (‘FX’) headwinds since
the portfolio return in local currency was
8.8% (30 September 2023: 9.4%).
‘Direct investments
bring the key advantage
of reducing underlying
costs compared
to funds.’
Investment highlights
of the Year
Introducing Patria
Patria is a leading alternative
investment firm with over 36
years’ experience in key resilient
sectors.
Read more on Patria on p23
Direct investments
Read more about our direct
investment case study.
Read the case study on p34
Sustainable investments
Environmental, social and
governance (‘ESG’) is a standard
due diligence item for all new
investments.
Read more on our process on p35
NAV PER SHARE*
780.1p
* Considered to be an alternative performance measure. Further details can be found in the Glossary on pages 105 to 108.
FY24 NEW INVESTMENT DEPLOYMENT
Primary investments Secondary investments
Direct investments
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26%
18%
20%
41%
22%
2020 2021 2022 2023 2024
Chair’s Statement continued
The underlying health of PPET’s portfolio is
sound, as the Manager has outlined in detail
later in the Annual Report. However, I would
call out the top 100 companies, which equate
to around 63.9% of portfolio value, growing
revenue by 12.4% and EBITDA by 18.1% on
average in the year to 30 September 2024.
I would also highlight that increased market
activity in the private equity sector appears
to be feeding through to an increased level of
exits and cash distributions to PPET. Exits in
PPET’s portfolio during the 12 months resulted
in an average uplift of 26%, when compared
to the unrealised valuation two quarters prior
to exit.
PPET’s balance sheet remains strong with
£28.4 million of cash and £159.4 million
Générale, London Branch and State Street
Bank International GMBH. NatWest Markets plc
continues to act as facility agent and will now
also act as security agent to the syndicate of
banks.
In summary, I am pleased with performance
during the year, within a challenging market
context. The Manager has provided more
detailed information on performance and the
portfolio in the Investment Manager’s Review
on page 24.
Share Price Discount to NAV
PPET’s share price discount to NAV at
30 September 2024 was 31.4% (30 September
2023: 43.2%) and compares to 35.1% of the
weighted average of PPET’s close peer group.
Whilst the Board is pleased with the narrowing
of the discount during the year, we continue
to believe PPET’s discount is too wide and
remain focused on initiatives to help narrow
it even further.
The Board announced a share buyback
programme in January 2024. During the year
to 30 September 2024, PPET had bought back
940,128 of its Ordinary Shares into treasury,
equating to an aggregate investment of
£4.9 million. The programme, which is being
funded by a portion of the proceeds from
the partial sale of PPET’s direct investment in
Action, was instigated by the Board to take
advantage of PPET’s share price discount and
provide a compelling investment for PPET
shareholders. The buyback programme has
also had the added impact of contributing
to the short-term demand for PPET shares
and consequently helping to drive share
price performance during the period, adding
1.6 pence per share to our NAV. Since
30 September 2024, the Company has bought
back a further 1,240,000 shares.
Going forward, the Board will continue to
monitor the programme closely and the
evolution of PPET’s share price. We are
certainly not content with the current rating,
despite it currently being narrower than similar
private equity investment trusts, and will
continue to assess ways to generate buy-side
demand for PPET’s shares and create value for
existing shareholders.
remaining undrawn on PPET’s revolving
credit facility (‘RCF’) at 30 September 2024.
This will be supplemented by approximately
£157.2 million of deferred proceeds from
PPET’s secondary sale of a portfolio of 14
fund investments, which completed on
30 September 2024.
Furthermore, subsequent to the year-end, the
Board announced an extension of PPET’s RCF
which takes effect on 3 February 2025. The
RCF has been extended by three years and the
amount available increased from £300.0 million
to £400.0 million with Banco Santander, SA and
State Street Bank & Trust Company joining the
syndicate of banks as new lenders alongside
current providers The Royal Bank of Scotland
International Limited (London Branch), Société
Financial calendar
Average exit uplift*
‘Realisations in the portfolio during
the 12 months resulted in an
average valuation uplift of 26%.’
SEPTEMBER
• PPET year-end
OCTOBER
• Dividend payment
JANUARY
• Annual Report published
• Dividend payment
M A R C H
• Annual General Meeting
(‘AGM’)
A P R I L
• Dividend payment
J U N E
• Half-Year Report
published
JULY
• Dividend payment
* Compared to the valuation two quarters prior to exit.
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Chair’s Statement continued
Cost Disclosure Developments
The Board welcomes the FCA forbearance
and an updated Key Information Document
has been published by the Manager to reflect
a more accurate assessment of costs to
shareholders associated with an investment
in PPET. As reported in the Half Yearly Report,
the Board believes that PPET was penalised
by the previous cost disclosure regulations.
Including costs embedded in our underlying
investee funds in the overall PPET costs is
misleading to investors. We are pleased that
the FCA forbearance was granted and await
the final rules from the UK Government.
The Board was also pleased that, following
engagement with Fidelity, PPET can now be
traded on Fidelity’s platforms.
Dividend Policy
PPET has grown its annual dividend for ten
consecutive years and since 2016 has paid
shareholders an enhanced dividend on a
quarterly basis, which is effectively an ongoing
return of capital to shareholders at NAV. The
Board intends to continue this policy going
forward, with the aim of maintaining the value
of the dividend in real terms.
For the year to 30 September 2024, PPET has
paid four interim dividends of 4.2 pence per
share. The fourth interim dividend was paid
on 24 January 2025 to shareholders on the
register on 13 December 2024 resulting in a
total dividend for the year of 16.8 pence per
share. This represents an increase of 5.0% on
the 16.0 pence per share paid for the year to
30 September 2023.
New Investments and Proposed
Amendments to PPET’s Investment
Objective and Policy
PPET continues to be active in deploying into
new investment opportunities through the
cycle, having made six new fund investments,
two fund secondaries and nine direct
investments during the year. Our Manager is
focused on making investments in the mid-
market buyout space and partnering with
private equity managers that are truly market-
leading and differentiated, usually via specific
sector expertise and proven ability to add
value in their portfolio companies.
In particular, I am encouraged by the growth
in the direct investment portfolio, which
now stands at 32 companies, equates to
around 26% of PPET’s portfolio value, and
is performing strongly. As a reminder, direct
investments were brought into PPET’s
investment objective and policy in 2019.
We aim to continue PPET’s growth in direct
investments and with this in mind are therefore
seeking shareholder approval at the AGM to
amend the Company’s investment objective
and policy to, amongst other things:
• Change the expected portfolio allocation
to co-investments from a maximum of 25%
of the Company’s assets to an expected
range for direct investments (meaning co-
investments and single asset secondaries)
of 20-35% of the total value of investments
(and linked with this, specify that the
portfolio allocation to fund investments is
expected to be around 65-80% of the total
value of investments);
• Clarify that no single fund investment or
direct investment may exceed 15% of the
Company’s total value of investment at the
time of investment;
• Reduce the Company’s over-commitment
ratio (being the ratio by which the Company
can make commitments in excess of its
uninvested capital) from a range of 30-75%
over the long-term to 30-65% over the
long-term; and
• Make it clear that the principal focus of
the Company’s investment strategy is the
European mid-market.
The full text of the proposed investment
objective and policy for the Company is set
out on pages 59 and 60. A version showing
the changes versus the current investment
objective and policy is shown on page 116.
ONGOING CHARGES
RATIO*
1.06%
TOTAL DIVIDEND PER
SHARE*
16.8p
* Considered to be an alternative
performance measure. Further
details can be found in the
Glossary on pages 105 to 108.
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Chair’s Statement continued
Secondary Sale
In September 2024, PPET agreed the sale of
a portfolio of 14 underlying fund investments
which resulted in deferred proceeds of
approximately £157.2m and achieved a pricing
of 95% on 31 March 2024 valuations, being
the transaction reference date. The Manager’s
Review on page 26 outlines the transaction
in more detail; however, I would highlight that
this was a portfolio of funds that were either
older in nature or positioned outside of PPET’s
core mid-market focus and will crystallise a
strong return for the Company. The proceeds
provide additional firepower for PPET to deploy
into core areas such as mid-market-focused
funds and direct investments, at a potentially
attractive point in the investment cycle, as well
as reduce drawings on the Company’s revolving
credit facility and provide capital for other
corporate initiatives such as share buybacks.
I believe this transaction further underlines the
quality and attractiveness of PPET’s broader
portfolio, achieving a price equivalent to
a 5% discount to NAV for essentially a non-
core portfolio. The Board is particularly
pleased to have achieved this outcome given
PPET’s share price discount to NAV and this
further highlights the disconnect between
the current discounts seen in listed private
equity trusts compared to the private equity
secondary market.
Board Engagement
It has been a very busy year for the Board.
abrdn announced its intention to sell our
Manager to Patria in October 2023 and
so the financial year began with extensive
due diligence. The Board is collaborative
and, I believe, strikes the right balance
between supporting and challenging our
management team.
We are constantly evaluating whether the
Board remains fit for purpose and engaged
the services of Lintstock to support us in
our Board effectiveness review during the
financial year. The review concluded that the
Board is active and effective, and areas for
improvement that were identified are in the
process of being addressed.
From a succession planning perspective,
the Board was delighted to announce the
appointment of Duncan Budge to the Board
with effect from 1 February 2025.
Duncan has extensive experience of
investment trusts and private assets, and will
bring a new perspective to the Board. Duncan
will be seeking election to the Board at the
AGM. I have served on the Board since 2014,
as Chair since 2022 and, at the request of the
Board, will seek shareholder approval to serve
a further one year on the Board to hand over
my Board Chair responsibilities seamlessly. I
will step down from the Board at the AGM in
March 2026.
Invitation to the AGM
The Board enjoys interaction with
shareholders and were delighted to see a
good turnout at our AGM in March 2024. This
year’s AGM will be held on 25 March 2025
at 12:30pm at 12 Hay Hill, Mayfair, London,
W1J 8NR and, like last year, will include a
presentation by the Investment Manager
followed by lunch. The Board encourages
shareholders to attend and those who are not
able to attend to submit proxy votes on the
resolutions proposed in advance.
Outlook
The past couple of years have been tough for
the investment trust sector, including private
equity trusts like PPET. At the same time, there
has been a lot of attention on the semi-liquid
space in private equity, which aims to open the
asset class to more investors.
I continue to believe that investment trusts
are the best way for smaller investors to
access private equity, due to features like
daily liquidity, the evergreen nature of the
portfolios and long-term track records, and
I feel optimistic about PPET going forward.
The Board continues to monitor PPET’s share
price and will continue to opportunistically
buy back the Company’s shares. We are
committed to our dividend policy and continue
to return capital to investors via four interim
dividends each year. There are other ongoing
market developments which potentially offer
tailwinds to PPET’s underlying portfolio and
the evolution of its share price.
Firstly, private equity investment activity is
picking up, with a number of high-profile deals
announced in 2024, and I expect this trend to
continue into 2025. Increased activity will drive
portfolio company exits and cash distributions
and should in theory act as a tailwind to NAV
growth, since exits are typically realised at an
uplift to prior valuation.
The latter point has the potential to provide
more confidence to investors, in relation to
private equity valuations. I remain hopeful that
will help drive further buy-side demand for
private equity trusts like PPET. Furthermore,
any additional cuts in interest rates by central
banks have the potential to catalyse both PE
market activity and investor interest in PE
investment trust shares.
On cost disclosures, I welcome the
forbearance by the FCA and we look forward
to understanding what the new regulatory
regime will look like. However, I am optimistic
that a long-term solution will be found
that fairly represents the investment trust
sector, proving investors of all types with a
straightforward, accurate and comparable
representation of costs. Private equity
trusts like PPET stand to be one of the
main beneficiaries of this change.
Lastly, you can expect our Manager
to be focused on the same successful
investment strategy, namely mid-market
funds and direct investments, with continued
growth in the latter. Shareholders can also
be assured that the Board will continue
to monitor developments closely and be
alert to opportunities to create further value
for PPET shareholders.
Alan Devine
Chair of the Board
29 January 2025
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780.1
777.7
753.2
673.8
501.0
461.9
430.2
389.6
346.4
281.6
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Net assets (£m)
0
300
400
800
600
700
500
200
100
PPET’s Performance
Ten-Year Financial Record
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Per share data
NAV (diluted) (p) 281.6 346.4 389.6 430.2 461.9 501.0 673.8 753.2 777.7 780.1
Share price (p) 214.0 267.3 341.5 345.5 352.0 320.0 498.0 410.0 442.0 535.0
Discount to diluted NAV per share (%)* (24.0) (22.8) (12.3) (19.7) (23.8) (36.1) (26.1) (45.6) (43.2) (31.4)
Dividend per share (p) 5.25 5.4 12.0 12.4 12.8 13.2 13.6 14.4 16.0 16.8
Ongoing charges ratio (%)*
1,3
0.98 0.99 1.14
²
1.10 1.09 1.10 1.10 1.06 1.06 1.06
Returns data
NAV TR (%)* 11.9 24.8 14.9 13.3 10.5 11.7 37.9 14.1 5.4 2.4
Share price total return (%)* (4.0) 27.9 31.9 5.8 5.7 (4.6) 60.6 (15.1) 11.7 24.9
Portfolio data
Net assets (£m) 438.7 532.6 599.0 661.4 710.1 770.3 1,036.0 1,158.1 1,195.6 1,192.1
Top ten managers as a % of net assets 65.2 65.0 58.9 63.6 67.9 67.8 62.9 65.1 64.3 62.7
Top ten investments as a % of net assets 48.6 45.9 47.7 48.4 53.9 48.3 40.3 35.6 29.9 25.1
NAV per Share (p)*
Source: The Manager and Refinitiv.
1 For further information on the calculation of the ongoing
charges ratio of the Company, please refer to page 107.
2 The incentive fee arrangement ended on 30 September
2016. Following the end of the incentive fee period, a
single management fee of 0.95% per annum of the NAV
of the Company replaced the previous management and
incentive fees.
3 The ongoing charges ratio was labelled as expense ratio
in the Annual Report to 30 September 2023.
* Considered to be an alternative performance measure.
Further details can be found in the Glossary on pages 105
to 108.
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Directors’
Duties and
Stakeholder
Engagement
The PPET Directors’ overarching
duty is to act in a way that they
consider, in good faith, to promote
the success of PPET for the
benefits of its members as a
whole in accordance with s172
of the Companies Act 2006.
During discussions and deliberations, the
Directors must take into account the long-term
consequences of their decisions, the interests
of PPET’s various stakeholders and the impact
PPET has on the community and the environment,
with a view to maintaining a reputation for high
standards of business conduct and fair treatment
between the members of the Company.
Our stakeholders
Stakeholder Engagement and
Responsible Management
Stakeholders Board engagement
Shareholders and
Prospective Investors
The owners and future
owners of PPET.
Shareholder support
and engagement is
critical to the Company
and delivery of its long-
term strategy.
The Board is committed to maintaining open channels of communication and engaging with
shareholders and prospective investors. The Board seeks feedback from shareholders and prospective
investors to gain an understanding of their views, both formally and informally.
Formal communication methods include:
• AGM: The AGM provides an opportunity for the Directors to engage with shareholders and answer
their questions in the formal AGM environment, and also informally over refreshments afterwards.
At the AGM, there is typically a presentation on the Company’s performance and the future outlook
as well as an opportunity to ask questions of the Manager and Board.
Whilst the Board has historically alternated the location of the AGM between Edinburgh and
London, the Board was encouraged with the number of shareholders in attendance and the levels
of engagement at the AGM in 2024 in London and, as such, has resolved to hold the AGM in London
on 25 March 2025. The Board will consider an AGM in Edinburgh in future.
The Board encourages shareholders to attend the AGM and for those unable to attend, to lodge
their votes by proxy on all of the resolutions put forward. For more information on how to lodge proxy
votes in advance of the AGM, please see the How to Attend and Vote at Company Meetings section
on page 110.
• Publications: PPET publishes a full Annual Report in January each year that contains a Strategic
Report, governance section, Financial Statements and additional information. The report is available
online and in paper format. PPET also produces a Half-Yearly Report each year. The purpose of these
reports is to provide shareholders with a clear understanding of PPET’s activities, portfolio, financial
position and performance.
The Manager also publishes a monthly factsheet and a monthly Estimated NAV, available at
patriaprivateequitytrust.com.
The Board welcomes feedback from shareholders and prospective investors on its publications to
ensure the reports and updates are transparent and understandable.
• Shareholder meetings: As PPET is an investment trust and does not have any Executive Directors,
shareholder meetings are often held with the Manager rather than members of the Board.
Shareholders are able to meet with Patria throughout the year and both the Manager and PPET’s
Broker reports back to the Board on every shareholder meeting. This allows the Directors to hear
feedback from underlying shareholders.
The Chair, the Senior Independent Director and other members of the Board are available to meet
with shareholders to understand their views directly at any time during the year.
Following the appointment of Investec as Broker, and the Manager’s purchase by Patria, a significant
number of meetings had been held with shareholders throughout the year.
Shareholders
Manager Service Providers
Debt Providers Private Equity
Managers
Environment/
Society
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Stakeholder Engagement and
Responsible Management continued
Stakeholders Board engagement
Shareholders and
Prospective Investors
The owners and future
owners of PPET.
Shareholder support
and engagement is
critical to the Company
and delivery of its long-
term strategy.
• Investor relations and marketing: PPET’s website patriaprivateequitytrust.com contains a range of information from the Manager including videos, portfolio
case studies, podcasts and presentations. Furthermore, details of financial results, the investment process and Manager, together with PPET announcements
and contact details, can also be found on the website.
• Feedback: The Board encourages shareholder feedback and invites shareholders to write to the Board at its registered office. The Board has also set
up an email account to encourage shareholders to write directly to the Board. Shareholders are invited to email any feedback or questions to the Board
at PPET.Board@patria.com. Either the Manager or Board via the Company Secretary will reply to any questions received.
Our Manager
The Manager’s
performance is critical
for PPET to successfully
deliver its investment
objective and achieve
long-term returns for
shareholders.
Maintaining a close and constructive relationship with the Manager is crucial for the Board in supporting the delivery of the Company’s investment objective.
The Board is in regular contact with the Manager and adopts a supportive, yet challenging, approach to the relationship to ensure the best outcome for
shareholders.
• Regular meetings: The Board meets with the Manager formally at least five times per year and more regularly as necessary. The Board and Committees
were particularly active during the financial year. The Board encourages the Manager to speak candidly and freely on all issues affecting the Company.
• Informal meetings: The Chair of the Board meets informally with the Manager regularly to consider emerging issues for the Company. The Manager also
reports on changes within the investment trust industry, which may be of interest to the Board.
• Strategy meeting: Each year, the Board and Manager hold a strategy meeting at which the Company’s investment objective and investment policy are
discussed in detail to determine whether they remain appropriate for future long-term growth.
Service Providers
Engaging with reputable
and experienced
providers allows PPET
to maintain its premium
listing on the London
Stock Exchange.
As an investment trust, PPET has outsourced its operations to third-party suppliers. In addition to the Manager, PPET appoints an Administrator, Company
Secretary, Registrar, Depositary and Broker.
The Board acknowledges that PPET’s long-term success is dependent upon the performance of its third-party service providers. The Board and Committees
receive regular reports from its key third-party service providers and seeks views, advice and counsel from each of them outside of meetings as necessary.
The Board regularly reviews the performance of PPET’s service providers and, through the Management Engagement Committee, formally reviews their
performance and contractual arrangements to ensure that performance standards are met and contractual terms remain appropriate and competitive.
The Board has the ability to change providers if they are not meeting the Board’s expectations. The Audit Committee considers the internal controls of key
service providers to ensure that they are appropriate and fit for purpose, especially when hosting PPET’s data.
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Stakeholder Engagement and
Responsible Management continued
Stakeholders Board engagement
Debt Providers
Availability of funding is
important to allow PPET
to take advantage of
investment opportunities
as they arise.
The Board regularly reviews the adequacy of the Company’s loan facility with reference to its costs and the size of the facility relative to the size of the
Company’s net assets.
The Manager acts as the main point of contact for PPET’s lenders. On behalf of the Board, the Manager maintains an open and transparent relationship with the
Company’s lenders, providing regular business updates and compliance with loan covenants. The Board is responsible for the Company’s gearing strategy and
regularly monitors cash flows and the reliance upon the facility agreement.
As reported in the Chair’s Statement, PPET increased its revolving credit facility, with effect from 3 February 2025. The revolving credit facility, which matures
in February 2028, increased from £300.0 million to £400.0 million. The Board was pleased with the continued support from RBSI, Société Générale and State
Street, and was delighted to welcome Banco Santander to the syndicate.
Private Equity
Managers and
Portfolio Companies
PPET has identified a
core group of private
equity managers through
which its portfolio has
been built.
The Board has delegated day-to day-management of the portfolio to the Manager. However, the Board provides strategic oversight of the Manager’s
compliance with PPET’s investment policy and its engagement with the underlying investees in the Company’s portfolio.
On behalf of the Board and its stakeholders, the Manager invests alongside a carefully selected range of private equity managers, built from years of
established relationships and proprietary research. The Manager assesses all investment opportunities and participates on the advisory boards of some
investments.
The Manager reports to the Board regularly on its dialogue with the Company’s underlying and potential investments. From time to time, the Board will invite
core private equity managers to present to the Board.
Environment
and Society
The Board and Manager
are fully committed to
managing the business
and its investment
strategy responsibly.
The Board believes that integrating ESG best practice into PPET’s strategy and investment processes will help support the Company’s investment objective
by generating stronger, more sustainable returns for shareholders over the longer term.
The Board monitors the Manager’s commitment to ESG factors closely and encourages it to stay close to the latest market developments. The Board takes
comfort from the Manager’s policy to invest with private equity managers who have advanced ESG approaches or have a strong cultural commitment to
improve their ESG credentials. The Manager’s assessment is based on investment due diligence and ongoing ESG engagement through initiatives like the
Manager’s annual ESG survey.
ESG has been embedded into the Manager’s investment process since 2015 and every new investment made by PPET in recent years has been subject to
specific ESG due diligence. Please see the Manager’s approach to ESG on page 35 for more details.
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Sale of PPET’s Investment Manager
to Patria – s172 Spotlight
During the financial year, the Board spent a significant
amount of time discussing the impact of the sale of abrdn
plc’s European-headquartered private equity business, which
included PPET’s Manager, to Patria (‘the Transaction’).
The Board undertook an extensive due diligence exercise on
the Transaction and the impact on the Company’s shareholders
and service providers, and the Manager’s employees servicing
PPET. The Board held fortnightly due diligence meetings with
the Manager, supported by the Company’s legal advisers, to
ensure that each of the operational and regulatory services
previously provided by the abrdn infrastructure would be
seamlessly transferred to Patria.
During deliberations, the Board considered the long-term
impact of the Transaction on the Company and its various
stakeholders.
During discussions on the Transaction, all of the Directors
considered their s172 obligations, the interests of PPET’s
stakeholders and the long-term consequences of their
decision-making.
The Board received assurances that the
Transaction would be cost-neutral for
the Company. There were no additional
costs borne by PPET’s shareholders as
a result of the Transaction. The Board
also engaged with the Company’s largest
shareholders to understand their attitudes
towards the Transaction.
The Board received assurances from
Patria that there would be no change to
the personnel managing PPET. The team
managing PPET, as well as employees
providing support to PPET across
Company Secretariat, Fund Operations
and Marketing, transitioned smoothly
from abrdn to Patria.
There was no negative impact on the
Company’s other service providers during
the Transaction. The Board received
assurances that each of the Company’s
other service providers did not object to
the Transaction. Where the Manager was a
party to any of the service providers, third-
party contracts, these were successfully
novated to Patria.
Each of the Company’s debt providers
were engaged during negotiations and
provided confirmation that they did not
have any objections to the Transaction.
There was no negative impact on the
Company’s private equity managers and
portfolio companies. Communications
to the Company’s underlying portfolio
entities were managed by the Manager
on behalf of the Board – there was no
changes to the portfolio as a result of
the Transaction.
The Board acknowledged that Patria
Investments Limited, as the new owner of
the Manager, was committed to maintaining
its local presence in Edinburgh, creating
certainty for the Manager’s employees and
investing in the local community. Patria has
identified office premises within Edinburgh
City Centre and is bolstering operations
within Edinburgh.
Shareholders Manager Service Providers
Debt Providers Private Equity Managers
and Portfolio Companies
Environment and Society
Other Important Decisions Taken by the Board During the Financial Year
• Introduction of share buyback programme: During the financial year, the Board was aware
that, like many of its peers, PPET’s share price had diverged materially from its NAV, resulting
in the Company’s shares trading at material discount, in excess of its long-term average,
for a period in excess of 18 months. The Board agreed that the share price presented an
exceptional investment opportunity for the Company and agreed with the Manager that it
was a compelling use of the Company’s capital. The Board also agreed that a share buyback
would provide immediate NAV accretion to PPET’s shareholders. The Board believes that the
action highlighted, in the clearest terms, the disconnect between PPET’s share price and the
valuation of the underlying portfolio.
• Dividend: PPET’s dividend has increased in value every year for the last ten years and since
2016, the Company has paid shareholders an enhanced dividend on a quarterly basis, with
the aim of maintaining the value of the dividend in real terms. Whilst the Board intends to
continue this policy going forward, the level of dividend is discussed and debated each year.
The Board has committed to pay four interim dividends of 4.2 pence per share taking the total
dividend for the financial year to 30 September 2024 of 16.8 pence per share, a 5% increase
on the total dividend of 16.0 pence per share during the financial year to 30 September 2023.
The Board considers that the dividend policy is effectively an ongoing return of capital to
shareholders at NAV. The dividend approach is also a differentiator for the Company and the
Board considers that it may be attractive to prospective shareholders.
Stakeholder Engagement and
Responsible Management continued
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Increased risk Reduced risk
Unchanged risk
Low
Medium High
Risk
Valuation Risk
Tolerance
PPET is at risk of the economic cycle
impacting listed financial markets and
hence potentially affecting the valuation of
underlying investments and timing of exits.
Risk
trend
Mitigation/Update
Public markets have been relatively stable during 2024,
which has impacted the valuation of the PPET portfolio.
Investments in PPET’s portfolio are all subject to private
equity guidelines such as IPEV Guidelines with respect of
valuations. Furthermore, they are predominantly in line with
either IFRS or US GAAP accounting standards.
The Manager has a formal governance process around
valuations. Quarterly valuations are subject to review
and challenge by the Manager’s Valuation Committee
and the outputs from those meetings are reported to the
Audit Committee. The Company’s Auditors attend the
year end Valuation Committee and did not identify any
material judgements to the Manager’s valuations of PPET’s
underlying valuations.
Private equity investment activity has steadily increased
over the course of 2024. On 30 September 2024, PPET
undertook a secondary sale of 14 underlying fund
investments which achieved pricing of 95% on 31 March
2024 valuations.
The Manager currently expects private equity investment
activity to continue its recovery in 2025 but has
contingency plans in case the exit environment worsens
again and, subsequent to the financial year, PPET increased
the size of its revolving credit facility to £400.0 million.
Risk
Currency Risk
Tolerance
A material proportion of PPET’s investments
and cash balances are held in currencies
other than Sterling. PPET is therefore
sensitive to movements in foreign
exchange rates.
Risk
trend
Mitigation/Update
The Manager monitors PPET’s exposure to foreign
currencies and reports to the Board on a regular basis.
Its non-Sterling currency exposure is primarily to the
Euro and the US Dollar. PPET does not hedge foreign
currency risk.
During the year ended 30 September 2024, Sterling
appreciated by 4.3% relative to the Euro (2023: appreciated
1.2%) and appreciated by 9.9% relative to the US Dollar
(2023: appreciated 9.3%). This movement in the Euro and
the US Dollar had a net negative impact on PPET’s net
assets during 2024.
The Board is responsible for
PPET’s risk management and
internal control systems.
Through the Audit Committee, the Board
carries out regular and robust reviews of the
risk environment in which PPET operates.
During discussions, the Board also considers
and identifies emerging risks which could
impact PPET in the future, such as material
changes in the geopolitical or macroeconomic
environment. These could impact PPET or its
underlying investments, attitudes towards
listed equities and the listed private equity
investment trust sector or developments in
climate change from an investor attitude or
regulatory expectation.
There are a number of risks which, if realised,
could have a material adverse effect on PPET
and its financial condition, performance and
prospects, which the Board considers to
be principal risks. The Board considers its
risk appetite in relation to each principal risk
and monitors the potential impact and risk
mitigation on an ongoing basis. Where a risk
is approaching or is outside the tolerance
level, the Board and Manager will take action
to manage the risk. Currently, the Board
considers the risks to be managed within
acceptable levels.
The principal risks faced by PPET relate to the
Company’s investment activities and these are
set out in the following table.
Risk Review
Principal Risks and Uncertainties
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Increased risk Reduced risk
Unchanged risk
Low
Medium High
Risk
Over-commitment
Tolerance
PPET is unable to settle outstanding
commitments to fund investments.
Risk
trend
Mitigation/Update
PPET makes commitments to private equity funds, which
are typically drawn over three to five years. Hence, PPET
will tolerate a degree of over-commitment risk in order to
make the most efficient use of PPET’s resources and deliver
long-term investment performance.
In order to mitigate this risk, the Board has instructed
the Manager to maintain appropriate levels of resources,
whether through cash and cash equivalents or the revolving
credit facility, relative to the levels of over-commitment.
The Manager also forecasts and assesses the maturity
of the underlying portfolio to determine likely levels of
distributions in the near term.
The Manager also tracks PPET’s over-commitment ratio,
and takes action as necessary, to ensure that it sits within
the range, agreed with the Board, of 30% to 75% over the
long term.
At 30 September 2024, PPET had £652.7 million (2023:
£651.9 million) of outstanding commitments, with £83.5
million (2023: £94.3 million) expected not to be drawn.
The over-commitment ratio was 28.5% (2023: 35.2%).
Please see the glossary on page 107 for the definition
of over-commitment.
Risk
Investment Selection
Tolerance
The Manager makes decisions to invest in
funds and/or direct investments that are not
accretive to PPET’s NAV over the long term.
Risk
trend
Mitigation/Update
The Manager undertakes detailed due diligence prior to
investing in, or divesting, any fund or direct investment. It
has an experienced team which monitors market activity
closely. PPET’s management team has long-established
relationships with the 15 core managers in the Company’s
portfolio, which have been built up over many years. ESG
factors are integrated into the investment selection process
and the Board and the Manager believes that will improve
investment decision-making and help to generate stronger,
more sustainable returns.
The Manager’s senior investment team has remained
stable over the last five years, with no departures, and
its Investment Committee composition has also been
consistent during this period.
Risk
Climate
Tolerance
Climate change impacts PPET’s portfolio,
either from a physical or transition point
of view.
Risk
trend
Mitigation/Update
PPET is committed to being an active, long-term
responsible investor – sustainability and ESG is a
fundamental component of its Manager’s investment
process.
PPET’s capital is invested with or alongside core private
equity managers who demonstrate strong adherence
to ESG principles and processes or have a cultural
commitment to improve their ESG credentials. Focus
on climate change is part of that assessment (see pages
35 and 36 for further information on the Manager’s
ESG approach).
The Board acknowledges that the private equity industry
is still relatively early in its response to climate change
and the Manager is focused on engaging with its portfolio
of private equity managers to help promote further
positive change.
Principal Risks and Uncertainties continued
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Increased risk Reduced risk
Unchanged risk
Low
Medium High
Risk
Liquidity
Tolerance
PPET is unable to meet short-term
financial demands.
Risk
trend
Mitigation/Update
PPET manages its liquid investments to ensure
that sufficient cash is available to meet contractual
commitments and also seeks to have cash available to meet
other short-term needs. Additional short-term flexibility is
achieved through the use of its revolving multi-currency
loan facility.
PPET had cash and cash equivalents of £28.4 million
(2023: £9.4 million) and £159.4 million (2023: £197.7 million)
available on its revolving credit facility as at 30 September
2024.
Following period-end, PPET increased the size of its
revolving credit facility to £400.0 million and extended its
maturity to February 2028.
During September 2024, PPET agreed to sell a portfolio of
14 fund investments in a secondary transaction resulting
in deferred consideration of £157.2m at transaction close,
receivable in three contractual payments with the first
payment received in December 2024, the second in January
2025 and the final payment due in September 2025.
Risk
Credit
Tolerance
The exposure to loss from failure of a
counterparty to deliver securities or cash
for acquisitions or disposals of investments
or to repay deposits.
Risk
trend
Mitigation/Update
PPET places funds with authorised deposit takers from time
to time and, therefore, is potentially at risk from the failure
of such an institution.
PPET’s cash is held by BNP Paribas Securities Services SA,
which is rated A+ by Standard and Poor’s Global Ratings.
The credit quality of the counterparties is kept under
regular review. Should the credit quality or the financial
position of these financial institutions deteriorate
significantly, the Manager would move cash balances to
other institutions.
Risk
Operational
Tolerance
The risk of loss or a missed opportunity
resulting from a regulatory failure or a failure
relating to people, processes or systems.
Risk
trend
Mitigation/Update
The Manager’s business continuity plans, and approach
to cybersecurity risk, are reviewed on an ongoing basis
alongside those of PPET’s key service providers.
The Board has received reports from its key service
providers setting out their existing business continuity
framework. Having considered these arrangements,
the Board is confident that a good level of service will
be maintained in the event of an interruption to business
operations or other major events, and this was well-tested
during the global pandemic in 2020/21.
This risk increased during the period, due to the Manager’s
change of ownership (to Patria in 2024 and the potential
risks associated with a change of ownership), but there
have been no impacts on the Company and its operations.
The operational risk of the Manager’s change of ownership
was further mitigated by the transfer of the Manager’s
investment and operational teams. There has been no
material change to the personnel servicing PPET from
a management, company secretarial, marketing and
operational perspective following the transfer to Patria.
PPET’s financial risk management objectives and policies are contained in Note 18 to the Financial Statements, which can be found on pages 98 to 103 of this Annual Report.
Principal Risks and Uncertainties continued
20
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Viability Statement
The Board has decided that five years is an
appropriate period over which to consider
PPET’s viability. The Board considers this to
be an appropriate period for an investment
trust company with a portfolio of private equity
investments and the financial position of
the Company.
In determining this time period, the Directors
considered the nature of PPET’s commitments
and its associated cash flows. The Manager
presents the Board with a comprehensive
review of PPET’s detailed cash-flow model on
a regular basis, including projections for up to
five years ahead. This analysis takes account
of the most-up to-date information provided
by the underlying private equity managers,
together with the Manager’s current
expectations in terms of market activity and
performance.
The Directors have also carried out an
assessment of the principal risks as noted on
pages 17 to 19 and discussed in Note 18 to
the Financial Statements that are facing PPET
over the period of the review. These include
those that would threaten its business model,
future performance, solvency or liquidity such
as over-commitment, liquidity and market
risks. When considering the risks, the Board
reviewed the impact of stress testing on
the portfolio, including multiple downside
scenarios which modelled a reduction in
forecast distributions from 50% to 100% in
an extreme downside case and the impact
this would have on liquidity and deployment.
Under an extreme downside scenario which
involved: i) a 100% reduction in forecast
distributions over a 12-month period; ii) all
underlying fund debt facilities being drawn
simultaneously; and iii) a 25% reduction in
portfolio valuations spread over a period
of 12 months, a significant adjustment to
planned new investment deployment would be
required to maintain sufficient liquid resources
over the financial year to 30 September 2025
and over the period through to December
2025. From December 2025 onwards, the
implied resumption of forecast distribution
activity then provides sufficient liquidity in
this extreme downside scenario.
By having a portfolio of predominantly fund
investments, diversified by manager, vintage
year, sector and geography and by monitoring
PPET’s cash flows together with the Manager,
the Directors believe PPET is able to withstand
economic cycles. The Directors are also aware
of PPET’s indirect exposure to ongoing risks
through underlying funds.
These risks are continually assessed via the
Manager’s ongoing portfolio monitoring of
both the underlying private equity managers
and portfolio companies. The Manager
regularly communicates with the underlying
private equity managers and participates on
a number of fund advisory boards.
Based on the results of this analysis and the
ongoing ability to adjust the portfolio, the
Directors have a reasonable expectation that
PPET will be able to continue in operation and
meet its liabilities as they fall due over the five-
year period following the date of this report.
Future Strategy
Although the Board has recommended
amendments to the Company’s investment
objective and policy (see pages 59 and 60 for
more details), the Board intends to maintain
the policies set out in the Strategic Report
for the year ending 30 September 2025 as it
believes that these are in the best interests
of shareholders.
Long-Term Investment
The Manager’s investment process seeks
to outperform its comparator index over
the longer term. The Board has in place
the necessary procedures and processes
to continue to promote PPET’s long-term
success. The Board will continue to monitor,
evaluate and seek to improve these processes
as PPET continues to grow over time, to ensure
that the investment proposition is delivered
to shareholders and other stakeholders in line
with their expectations.
On behalf of the Board
Alan Devine
Chair of the Board
29 January 2025
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Corporate
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Investment
Manager’s
Review
Patria Private Equity Trust | Annual Report 2024
Investment
Manager’s
Review
In this section:
Investment Manager’s Team 22
Summary of the Year 23
Investment Manager’s Review 24
Responsible Investment and Sustainabillity 35
Ten Largest Investments 37
Largest Ten Underlying Private Companies 40
Investment Portfolio 45
Top 30 Underlying Private
Company Investments 49
p24
Investment Manager’s Review
p45
Investment Portfolio
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We are a highly experienced
investment management team
with specialist knowledge of
the private equity market.
Our
Investment
Management
Team
Patria Global Private
Markets Solutions
(GPMS)
ASSETS UNDER
MANAGEMENT
(‘AUM’)
$12.7bn
INVESTMENT
PROFESSIONALS
30+
YEARS AS
PPET MANAGER
23
E U R O P E A N
MANAGER
RELATIONSHIPS
>300
PPET Key Executives Other Senior Members of the Investment Team
Wider Private
Equity Team
Alan Gauld
Lead Investment Manager and
Senior Investment Director
• Joined: 2010
• Years in private equity: 15
Merrick McKay
Head of Private Equity Europe
Investment Committee member
• Joined: 2014
• Years in private equity: 31
Cameron Graham
Deputy Head of Secondaries
Investment Committee member
Joined: 2008
Years in private equity: 16
Haresh Vazirani
Senior Investment Director
• Joined: 2015
• Years in private equity: 17
Mark Nicolson
Head of Primary Investments
and Investment Manager
Investment Committee member
• Joined: 2007
• Years in private equity: 25
Colin Burrow
Head of Co-investments
Investment Committee member
(chair)
• Joined: 2006
• Years in private equity: 27
Alistair Watson
Head of Strategy Innovation
Investment Committee member
• Joined: 2008
• Years in private equity: 19
Robbie Young
Senior Investment Director
• Joined: 2010
• Years in private equity: 15
Patrick Knechtli
Head of Secondaries and
Investment Manager
Investment Committee member
• Joined: 2009
• Years in private equity: 27
Eric Albertson
Senior Investment Director (US)
Investment Committee member
• Joined: 2008
• Years in private equity: 24
Karin Hyland
Deputy Head of Co-investments
Investment Committee member
• Joined: 2006
• Years in private equity: 17
• Multi-functional expertise including marketing, operations and legal specialists.
• Global primary, secondaries and direct investment teams.
• Provides broad market coverage and sourcing capability.
• Supported by dedicated back office teams.
Investment Manager’s Review
Marco D’Ippolito
Head of Global Private Markets
Investment Committee member
• Joined: 2006
• Years in private equity: 22
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‘The acquisition by Patria
has brought renewed
energy and certainty
to PPET’s investment
management team,
but importantly
has not resulted in
a change in PPET’s
investment strategy.’
Alan Gauld
Lead Investment Manager and
Senior Investment Director
Summary
of the Year
PATRIA AUM*
US$42bn
GLOBAL PRESENCE
12 offices
YEARS OF EXPERIENCE
36
PATRIA ACQUIRED THE
MANAGER OF PPET
April 2024
* AUM as at 30 September 2024.
PPET HighlightsPatria in numbers
NAV
NAV Total Return (‘NAV TR’) for the 12
months to 30 September 2024 was 2.4%.
Find out more on p24
Portfolio Return in
Local Currency
The underlying portfolio returned 8.8%
during the year in local currency.
Find out more on p24
Outstanding
Commitments
Outstanding commitments at the year-end
amounted to £652.7 million and the over-
commitment ratio was 28.5% at year-end.
Find out more on p26
Cash flows
Realisations of £292.3 million and
drawdowns of £163.7 million during
the year.
Find out more on p25
Secondary Sale
PPET agreed to sell a portfolio of 14 fund
positions at a 5% discount to 31 March
2024 valuations (transaction reference
date) during the year.
Find out more on p26
Balance Sheet
and Liquidity
At the year-end, PPET had £317.8 million
of short-term resources (cash, undrawn
credit facility and deferred consideration
from secondary sales).
Find out more on p27
New Investments
PPET made 17 investments totalling
£195.8 million during the year.
Find out more on p27
Direct Investments
The direct investment portfolio consists
of 32 underlying companies and equates
to 25.7% of NAV.
Find out more on p28
Investment Manager’s Review continued
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+56.9
+14.9
(43.6)
(16.4)
(14.1)
+1.6
777.7
+3.1
780.1
NAV as at
1 Oct 2023
Net realised
gains and income
from portfolio
Net unrealised
gains at constant
FX on portfolio
Net unrealised
FX losses on
portfolio
Dividends
paid
Management fee,
administrative
and finance costs
Accretion arising
from share
buy-back scheme
Net income
from other
assets
NAV as at
30 Sept 2024
pence per share
700
720
740
760
780
800
840
820
860
12.2%
47.4%
10.5%
9.4%
8.8%
11.7%
37.9%
14.1%
5.4%
2.4%
0%
10%
50%
40%
30%
20%
45%
5%
15%
25%
35%
2020 2024202320222021
26%
18%
20%
41%
22%
2020 2021 202420232022
0%
10%
50%
40%
30%
20%
PPET’s portfolio returned 8.8% in constant
currency over the course of the year (2023:
9.4%) and the Manager is pleased with
this performance in a challenging market.
However, the strengthening of Pound
Sterling relative to the US Dollar and the Euro
means that currency FX continues to act as
a headwind to PPET’s NAV performance,
resulting in a NAV TR of 2.4% (2023: 5.4%)
in the 12 months to 30 September 2024.
Putting the year’s performance into context,
the portfolio return has been at a similar level
over the last three years, with FX being a
tailwind to NAV TR in 2022 but a headwind
in both 2023 and 2024. The performance in
2021 is an outlier, as it is by some distance
the record year of performance across PPET’s
23-year history.
Realised gains during the year were derived
from full or partial sales of underlying portfolio
companies, which were at an average valuation
uplift of 25.6% compared to the unrealised
value two quarters prior (2023: 18.5%). The
headline realised return from the portfolio exits
equated to 2.1 times cost (2023: 2.5 times
Investment Manager’s Review continued
cost), which we consider a strong performance
in what remained a challenging backdrop for
private equity managers to conduct successful
exit processes.
Aside from realisations, the key driver of the
performance in 2024 has been the earnings
growth of portfolio companies. The vast
majority of PPET’s underlying portfolio of
private companies are growing, profitable
Performance
Top companies
% of
portfolio
Median
valuation
multiple
Median
leverage
multiple
Average LTM
revenue growth
Average LTM
EBITDA growth
10 17.6% 17.4x 3.5x 13.5% 23.3%
30 36.1% 14.2x 3.8x 12.5% 20.0%
50 46.1% 13.5x 3.9x 11.3% 18.2%
100 63.9% 13.5x 3.9x 12.4% 18.1%
LTM = Last 12 months.
and, importantly, cash generative. Many of
these businesses are niche market leaders
providing mission critical services operating
in less cyclical sectors such as Technology,
Healthcare, Consumer Staples and certain
areas of Business Services.
NAV Total Return and Porfolio
Return in local currency
NAV TR
Portfolio return – constant currency
Average exit uplift*
Performance
* Compared to the valuation two quarters prior to exit.
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6.60%
5.74%
4.76%
4.70%
3.91%
3.85%
3.73%
3.67%
3.48%
2.99%
56.57%
5.59%
4.72%
2.63%
2.56%
2.19%
2.09%
2.06%
2.02%
1.85%
1.69%
22.72%
49.88%
Investment Manager’s Review continued
During the financial-year, £163.7 million
was drawn down (2023: £193.2 million),
primarily for investment into existing and
new underlying portfolio companies. Of
this, £118.5 million related to primary fund
drawdowns (2023: £154.2 million), with the
remainder related to direct investments and
fund secondaries, which are fully under the
control of the Manager and in line with plan.
Direct investment and fund secondaries are
covered in detail later in the review.
Fund drawdowns have fallen materially
compared to the prior year due to the lower
level of private equity merger and acquisition
(‘M&A’) activity. Drawdowns during the
period were mainly used to fund new
investments, with notably large drawdowns
relating to the following underlying portfolio
companies:
• Visma (Hg Saturn 3) – provider of cloud-
based, mission-critical business and
accounting software;
• Equipe (Nordic Capital Evolution Fund I) –
provider of outpatient healthcare services
in the Netherlands;
• Alphia (PAI VII) – leading manufacturer
of pet food and treats for brands and
retailers in North America;
• A-Safe (IK Partnership Fund II) –
manufacturer and distributor of industrial
polymer safety barrier systems; and
• BRP Systems (Nordic Capital Evolution
Fund I) – Provider of software as a Service
(‘SaaS’) enterprise resource planning
(‘ERP’) platform for the fitness industry.
Private equity funds usually have credit
facilities to finance new investments
initially before drawing the capital from
investors. We estimate that PPET had
around £111.2 million held on these credit
facilities at 30 September 2024 (2023: £79.5
million). This is a good proxy for upcoming
drawdowns as we expect that these facilities
will be drawn over the next 12 months.
Drawdowns
Realisations
Total realisations (distributions and
secondary sales) were £292.3 million
during the year (2023: £202.9 million).
Distributions
During the financial-year, PPET received
£148.6 million of distributions from
funds (2023: £149.9 million). The largest
distributions during the period related to the
full exits of the following underlying portfolio
companies, with the relevant funds stated in
brackets:
• Eres (IK Fund VIII) – French provider of
financial technology services to the
employee profit-sharing and retirement
scheme markets;
• Multiversity (CVC Fund VII) – provider of
online higher education services based
in Italy;
• Barentz (Sixth Cinven Fund) – provider
of ingredients for the nutrition,
pharmaceuticals and personal
care end markets;
• Consilium (Nordic Capital IX) – producer
of safety and safety-related technologies
for the marine, oil and gas, transport and
construction markets; and
• Ontic (CVC Fund VII) – provider OEM-
licensed parts and repair services for
mature aerospace platforms.
Nordic Capital Evolution Fund – £10.8 million
PAI VIII – £9.4 million
IK IX Luxco 15 S.a.r.l. (co-investment) – £7.8 million
Latour Co-Invest EDG (co-investment) – £7.7 million
Hg Saturn 3 – £6.4 million
IK Partnership II – £6.3 million
MED BIO FPCI (secondary purchase) – £6.1 million
Nordic XI – £6.0 million
Altor V – £5.7 million
Altor Fund VI – £4.9 million
Other – £92.6 million
IK VIII – £16.6 million
CVC VII – £14.0 million
Advent International Global Equity VIII – £7.8 million
Cinven VI – £7.6 million
Permira V – £6.5 million
Altor V – £6.2 million
Exponent III – £6.1 million
Investindustrial Growth – £6.0 million
Nordic VII CV – £5.5 million
MSouth Equity Partners IV – £5.0 million
Other – £67.4 million
Secondary sales (various investments) – £143.7 million
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1.1
15.7
53.0
143.7
140.7
197.6
210.2
149.9
148.6
24%
18%
22%
26%
20%
2020 2021 2022 2023 2024
0
50
100
150
200
250
300
350
0%
10%
5%
15%
20%
25%
30%
£ million
(121.4)
(42.3)
195.8 (31.7)
(10.6)
10.9
652.0
652. 7
Outstanding
commitments as
at 1 Oct 2023
Fund investment
drawdowns
Direct Investment
and secondary
funding
New
commitments
Foreign
exchange
impact
Secondary
sales
Other Outstanding
commitments as
at 30 Sep 2024
£ million
200
250
300
350
400
450
650
700
750
600
550
500
Investment Manager’s Review continued
Due to its diversified and high-quality nature,
PPET’s portfolio consistently generates
realisations through the cycle, with annual
realisations equating to at least 15% of opening
portfolio value. The trend over the last five
years is outlined in the following chart.
Secondary Sales
In September 2024, PPET completed the
sale of 14 fund investments, representing
13% of the Company’s portfolio at 31 August
2024. These fund investments were sold
for a price equivalent to 95% of valuation
at 31 March 2024, totalling £180.0m. The
transaction results from a competitive sales
process run by an established secondary
intermediary with a number of high-quality
secondary players participating.
The disposal realises a combined overall
return of 1.9x multiple on invested capital
and 16% internal rate of return (‘IRR’) for the
14 fund investments. Deferred consideration
from the secondary sale of £157.2m will be
received in three contractual payments with
the first payment received in December 2024
(£58.3 million), the second in January 2025
(£5.1 million), and the final payment due in
September 2025.
Fund distributions Secondary sale proceeds
Portfolio distributions and secondary sale proceeds as % opening value
Outstanding Commitments
Outstanding commitments at the year-end
amounted to £652.7 million, in line with prior
year (30 September 2023: £652.0 million).
The value of outstanding commitments in
excess of liquid resources as a percentage
of portfolio value (referred to as the
‘over-commitment ratio’) was 28.5% at
30 September 2024 (30 September 2023:
35.2%). This is broadly in line with the figure
12 months prior and is at the low end of our
long-term target range of 30%–75%. We
estimate that £83.5 million of the reported
outstanding commitments are unlikely to be
drawn down (30 September 2023: £94.3
million), due to the nature of private equity
investing, with private equity funds not
always being fully drawn.
PPET’s over-commitment ratio has been
broadly consistent over the last five years.
Realisations Outstanding commitments
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Investment Manager’s Review continued
The balance sheet remains in a strong
position with cash and cash equivalents
at 30 September 2024 of £28.4 million
(30 September 2023: £9.4 million), current
receivables from secondary sales of £130.0
million (30 September 2023: £30.0 million),
and £159.4 million remaining undrawn of
its £300.0 million revolving credit facility
(30 September 2023: £197.7 million), totalling
£317.8 million of short-term resources
(30 September 2023: £237.2 million).
Investment Activity
PPET committed to 17 investments totalling
£195.8 million during the year (2023: £174.8
million), with £112.9 million in primary funds,
£27.8 million in fund secondaries and £55.2
million in direct investments.
Primary Funds
During the financial-year, £112.9 million was
committed to six new primary funds (2023:
£147.5 million into seven new primary funds).
As a reminder, PPET’s primary fund strategy
is to partner with private equity managers,
principally in Europe, that have genuine
sector expertise and operational value
creation capabilities with a core mid-market
buyout orientation, ie focusing on businesses
with an enterprise value between €100
million and €1 billion at entry.
Balance Sheet and Liquidity
Investment £m Description
IK Fund X 26.1 Focused primarily on mid-market businesses in Northern
Continental Europe across business services, consumer/food,
healthcare and industrials.
Bowmark
Fund VII
25.0 Focused on lower mid-market businesses in the UK across
software and services sectors.
Triton Fund 6 16.7 Mid-market buyout fund focused on investing in companies
in the industrial technology, business services and healthcare
sectors in North-Western Europe.
Investindustrial
Fund VIII
16.6 Mid-market buyout fund focused on niches within the
industrials, consumer and healthcare services sectors,
primarily in Southern Europe. See case study on page 32
for further detail.
Arbor Fund VI 15.6 US mid-market buy-out fund focused on investments in the
food and beverage sector.
Altor Climate
Transition Fund I
12.8 Focused on investments across Northern Europe that will
help to decarbonise industries with a traditionally heavy
carbon footprint.
Fund Secondaries
PPET committed £27.8 million into two new fund secondaries during the year
(2023: £4.6 million into one new fund secondary investment).
Investment £m Description
Patria
Secondary
Opportunities
Fund V
18.9 A fund that targets secondary transactions in the private equity
lower-mid and upper mid-markets across Europe and North
America. See case study on page 33 for more detail.
Clean Biologics 8.8 Two contract testing development and manufacturing
(‘CDTMO’) businesses, alongside PPET’s core manager
Archimed.
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28.0
76.9
66.1
22.6
55.2
12.5
54.5
17.1
4.6
27.8
99.5
175.7
257. 2
147.5
112.9
£300m
£50m
£250m
£200m
£150m
£100m
£0m
2020 2021 2022 2023 2024
Investment Manager’s Review continued
Direct Investments
During the year, PPET committed £55.2 million into direct investments (2023: £22.6 million).
PPET committed £45.5 million to six new direct investments (2023: £17.0 million) and
£9.7 million was invested into three follow-on investments in existing direct investments
(2023: £5.6 million).
New investments £m Description
European
Digital Group
8.9 Business services provider focused on digital transformation.
Investment alongside Latour Capital and Montefiore
Investment.
Systra 8.9 Global consulting and transportation engineering company.
Investment alongside Latour Capital.
Nutripure 8.3 Direct-to-consumer French sports nutrition and health and
wellness food supplements brand. Investment alongside
PAI Partners. See case study on page 34 for more details.
Goodlife 7.7 Manufacturer of frozen snacks in Europe, with a diversified
business mix across retail, out-of-home and industry.
Investment alongside IK Partners.
Procemsa 7.3 Italian-headquartered vitamins and food supplements contact
development and manufacturing organisation (‘CDMO’).
Investment alongside Investindustrial.
Channelle
Pharma
4.3 Manufacturer of generic animal and human health products
headquartered in Ireland. Investment alongside Exponent.
Follow-on
investments £m Description
Visma 4.7 Provider of cloud-based, mission-critical business software.
Investment alongside Hg.
Undisclosed
company
4.2 European-headquartered technology business in the
healthcare sector, the details of which are undisclosed due
to confidentiality restrictions.
Undisclosed
company
0.8 US-headquartered consumer business, the details of which
remain undisclosed due to confidentiality restrictions.
At 30 September 2024, there were 32 (2023:
26) direct investments in PPET’s portfolio,
equating to 25.7% of NAV (2023: 19.4%). The
direct investment portfolio is slowly maturing,
with an average investment age of 2.9 years
at 30 September 2024 (2023: 2.2 years),
and we are delighted with its performance
so far. We believe that there are a number
of candidates for exit over the next 12–24
months, which will return material cash back
to PPET.
Primary Investments £(m) Secondary investments £(m) Direct investments £(m)
Investment activity since 2020
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Benelux
8%
Germany
12%
Nordic
16%
France
13%
Spain
4%
Italy
3%
United Kingdom
14%
North America
23%
Other Europe
6%
Other
Ex-Europe
1%
Investment Manager’s Review continued
The underlying portfolio consists of over
600 private companies, largely within the
European mid-market. At 30 September 2024,
16 (2023 :12) companies equated to more
than 1% of portfolio NAV based on underlying
portfolio company exposure, with the largest
single exposure being PPET’s investment in
Action, equating to 2.4% (2023: 2.1%).
Geographic Exposure
1
The portfolio is well diversified, which means
that there isn’t a reliance on one private equity
manager, company, geographic region, sector
or vintage to drive performance.
At 30 September 2024, 76% of underlying
private companies were headquartered
in Europe (2023: 75%). PPET’s underlying
portfolio remains largely oriented to North-
Western Europe, with only 9% (2023: 10%)
of underlying portfolio company exposure in
Southern and Eastern Europe. PPET is well
diversified by region across North-Western
Europe, with the Nordics being the largest
exposure at 16% (2023: 14%).
North America equates to 23% (2023: 24%)
of the total, with exposure to the region
obtained through European private equity
managers that have expanded their operations
into North America and US-headquartered
lower mid-market private equity managers
that PPET partners with for specific sector
exposure (eg Great Hill Partners in technology,
American Industrial Partners in industrials,
Windrose in healthcare, and Seidler and Arbor
in consumer).
Portfolio Construction
1 Based on the latest available information from underlying
managers. Figures represent percentage of total value
of underlying portfolio company exposure. Geographic
exposure is defined as the geographic region where
underlying portfolio companies are headquartered.
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Investment Manager’s Review continued
Sector Exposure
1
At 30 September 2024, technology and
healthcare represented a combined 44% of
the underlying portfolio company exposure
(30 September 2023: 41%). When combined
with consumer staples, these more stable, less
cyclical sectors equate to over half of PPET’s
underlying portfolio at 56% (30 September
2023: 51%). It is worth noting that PPET
generally invests in technology businesses
that are profitable and business-to-business-
focused, and therefore has relatively low
exposure to higher growth, unprofitable
technology businesses where the consumer
is the customer.
The other half of the portfolio is exposed to
more cyclical sectors, notably industrials,
consumer discretionary and financials.
That said, there are sub-sectors within these
areas that provide growth opportunities,
such as fintech, business services and
industrial sub-sectors related to the ‘green
transition’. These businesses often have
a valuable product or an essential service
offering with a strong digital component.
Some examples within our top 20 underlying
portfolio companies by value include European
Camping Group (outdoor accommodation),
CFC Underwriting (cybersecurity insurance
MGA), Trioplast (sustainable manufacturer
of polyethylene film) and Planet (provider of
payments solutions for hospitality and retail).
1 Based on the latest available information from underlying
managers. Figures represent percentage of total value of
underlying portfolio company exposure.
Industrials
18%
Information
technology
23%
Consumer
discretionary
12%
Healthcare
21%
Consumer
staples
11%
Financials
8%
Materials
4%
Utilities
1%
Energy
1%
Communication
services
1%
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10%
26%
12%
10%
19%
23%
Investment Manager’s Review continued
The acquisition by Patria has brought renewed
energy and certainty to the Manager’s team,
but importantly has not resulted in a change
in PPET’s investment strategy. Therefore, the
Manager’s focus going forward remains on
the European mid-market. We will continue
to partner with a small group of leading
private equity managers that we believe
are differentiated, specialist and can bring
significant value to the businesses they
invest in.
In line with our current strategic plan, we will
continue to look to increase the proportion
of direct investments in the PPET portfolio,
alongside our core managers, which will
reduce the underlying costs borne by PPET
and therefore provide the potential for greater
performance. We expect direct investments to
equate to around 30% of the portfolio by value
over the short-to-medium term, consisting
of a steady-state portfolio of 35–40 private
companies.
The private equity secondary market
continues to grow and mature, and remains
highly relevant to PPET’s approach, both from
a buy-side and sell-side perspective. PPET
was a net seller in the secondary market in
2024, as we took advantage of attractive
secondary market pricing to sell a portfolio
of funds. Following this proactive sale, we
feel that the remaining PPET portfolio is
well-positioned in terms of its mid-market
orientation and maturity, and there is less
need for further secondary sales in the
immediate future. Therefore, PPET is more
likely to be a net buyer in the secondary
market in the coming years.
More generally, private equity market
sentiment has improved in 2024 compared
to 2023, and we have seen some notable
large exits in PPET’s portfolio and several
more portfolio companies rumoured to be
at advanced stages of sales processes.
Furthermore, we have seen European PE-
backed initial public offerings (‘IPOs’) return
in the form of Douglas, Renk and Galderma,
in addition to the listing of CVC, a leading
private equity firm, in Amsterdam. We expect
this gradual uptick in private equity activity to
continue into 2025.
The PPET portfolio continues to perform
resiliently and remains well-positioned for a
pick-up in activity levels. Any uptick in private
equity activity should result in an increase
in distributions to PPET and be a tailwind to
NAV growth, given private equity backed
companies tend to trade at an uplift to
their last bottom-up valuation. Furthermore,
following the secondary sales in 2024
and the upsizing of PPET’s debt facility
to £400.0 million, we feel that PPET is in a
strong balance sheet position and has ample
firepower to take advantage of the exciting
investment opportunities that lie ahead. As
such, we are excited about the potential for
PPET as we look forward to 2025.
Alan Gauld
Lead Investment Manager and
Senior Investment Director
for Patria Capital Partners LLP
29 January 2025
Maturity Analysis
1,2
Outlook
Holding period
One year
Two years
Three years
Four years
Five years
>Five years
The Manager does not try to time the
market with respect to PPET, instead
aiming for consistent exposure across
recent vintage years. Therefore, there is
an even split of portfolio companies at
the underlying level that are approaching
maturity (held for more than four years)
and companies typically still in the value
creation phase (held for less than four
years). With 52% being in vintages of
four years or more (30 September 2023:
49%), this should underpin exit activity
and distributions in the coming months
and years.
1 Based on the latest available information from underlying
managers. Figures represent % of total value of underlying
portfolio company exposure.
2 The holding period is the length of time that an underlying
portfolio company has been held since its initial investment
date by the Company.
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PPET’S
INVESTMENT
£16.6 million
COMMITMENT YEAR
2024
Overview
Founded in 1990 out of an industrial
conglomerate owned by the Bonomi
family and with more than €15 billion of
raised fund capital, Investindustrial is
one of Europe’s leading private equity
managers. The firm is focused on taking
majority or control positions in mid-
market companies, primarily across
the industrial, healthcare and services,
consumer and technology sectors.
Investindustrial has a strong Southern
European heritage and specialism
but today operates globally, with a
team of more than 200 professionals
representing more than 20 nationalities,
based across offices in Switzerland,
Spain, the United Kingdom, France, the
United States, Luxembourg, China and
the UAE.
The firm covers a broad range of
investment sizes across its mid-market
and growth investment strategies.
The Investindustrial platform, which
serves both strategies, provides access
to the firm’s regional offices and
dedicated resources across business
development (focused on driving
international organic and acquisitive
growth), capital markets, digitisation
and ESG. Investindustrial VIII is the
latest iteration of the mid-market
strategy.
PPET’s Exposure
• The Patria team has been invested
with Investindustrial for more than
15 years, making the first investment
with the firm in 2008 and committing
to every fund since that time.
• PPET first invested with
Investindustrial in 2018 through
Growth Fund I and subsequently it
committed to Investindustrial VII in
2019 and Growth Fund III in 2022.
Previous/Current Investments
Investindustrial is a leading private equity
manager in Southern Europe with excellent
networks and a high-quality and well-
resourced team.
Investment
Investindustrial VIII
Commitment Year
2024
Fund Size
€3.75 billion (target)
PPET Commitment
€20 million
Geographic Focus
Primarily Southern Europe
Target Company Size
Mid-market
Sectors
Niches within industrials
in particular. Also active in
consumer and healthcare
and services
Investment Strategy
Buyout
Investment Manager’s Review continued
Case Study – Primary Funds
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Patria Private Equity Trust | Annual Report 2024
PPET’S
INVESTMENT
£18.9 million
COMMITMENT YEAR
2024
Overview
Patria SOF V (‘SOF V’) will target
secondary transactions in the private
equity lower and upper mid-markets,
principally across Europe and
North America.
First established in 2014, Patria’s SOF
strategy has since deployed $1.5 billion
of capital from prior SOF funds into over
50 secondaries transactions. Over this
time, the strategy has evolved with an
increased focus on niche areas of the
secondary market, where Patria has
a competitive advantage in terms of
portfolio insights, unlocked via existing
strong manager relationships and
Patria’s primary platform.
The current Patria investment team have
been active in the secondaries market for
over 20 years.
PPET’s Exposure
• SOF V will be PPET’s first investment
into a fund led by its Manager.
• A commitment to SOF V provides
PPET with a broader exposure to
fund secondary opportunities, with
a greater lower mid-market focus.
• SOF V is expected to provide
more consistent deployment into
fund secondaries, where PPET’s
deployment has historically
been lumpy.
• The commitment increases
alignment with Patria and reduces
investment allocation risk.
• As both PPET and SOF V are
ultimately managed by Patria, SOF V
will be excluded from the calculation
of the 95bps PPET management
fee. Furthermore, as a cornerstone
investor in SOF V, PPET has obtained
an attractive fee arrangement at the
underlying SOF V level.
Patria’s Secondary Opportunities Fund
(‘SOF’) programme is a well-established
private equity secondaries strategy with a
successful track record dating back to 2014
across four predecessor funds.
Investment
Patria SOF V LP
Commitment Year
2024
Fund Size
$500 million (target)
PPET Commitment
$25 million
Geographic Focus
Global
Target Company Size
Mid-market
Sectors
Multi-sector
Investment Strategy
Secondaries
Investment Manager’s Review continued
Case Study – Fund Secondaries
Secondary Opportunities Fund
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Patria Private Equity Trust | Annual Report 2024
PPET’S
INVESTMENT
£8.3 million
INVESTMENT YEAR
2024
Overview
• Founded in 2017, Nutripure is
a digital brand which offers a
comprehensive range of food
supplements and sports nutrition
products. This includes products
such as whey protein, multivitamins
and health nutrition bars.
• Whilst initially focused on serving
athletes, the brand has broadened
its offering over time to better
serve a wider range of consumers
and now offers around 110 product
references in various forms, flavours
and strengths.
• Most revenues are derived from
Nutripure’s website (c.88%),
with over 200,000 active clients.
However, the business also sells
through complementary channels,
eg through gym groups and health
providers, as well as via Amazon.
The Opportunity
• PAI Partners is a core manager
for PPET. The Manager has been
investing alongside PAI Partners
since 2005 and PPET has been
investing in PAI funds since 2014,
when it backed PAI’s sixth fund.
• PPET was able to secure this
transaction as an incumbent
investor in PAI Mid-Market I, the fund
that led the Nutripure transaction.
• Nutripure presents a compelling
investment opportunity, with
consistently strong year-on-year
organic sales growth, an attractive
market backdrop with long-term
growth drivers and a scalable
operating model. The business
is also uniquely positioned in
the market at the intersection of
sports and health, differentiating
it from competitors.
• The Manager has high conviction
in PAI’s ability to add value to
Nutripure, given their experience
in the consumer and healthcare
sectors, and proven ability
to execute on similar value
creation initiatives elsewhere
in their portfolio.
• Going forward, the business will
focus on capitalising on its strong
competitive position and the
favourable market environment,
as well as continuing to optimise
operations and realise economies
of scale to support ongoing growth
in France, Italy and Spain.
Nutripure is
a direct-to-
consumer,
online-only
sports nutrition
and health and
wellness food
supplements brand
headquartered in
Toulouse, France.
Lead Manager
PAI Partners
Size at Entry
Lower mid-market
(<€500 million enterprise value)
PPET’s Investment
€10.0 million
Geographic Focus
France
Investment Year
2024
Sector
Consumer healthcare
Investment Manager’s Review continued
Case Study – Direct Investment
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ESG Integration
Embedded throughout the Manager’s investment process
• ESG is a standard due diligence
item for all new investments and
an ESG section is included in all
Investment Committee papers.
• We perform different materiality
assessments depending on the
type of investment opportunity
being presented:
‒ Primary – focuses on
underwriting the private equity
manager’s ESG process and
identify areas for engagement
and improvement.
‒ Direct – primarily focuses on
the ESG risks and opportunities
impacting the business.
‒ Secondary – primarily focuses
on ESG risks and exclusions.
• When we identify risks or potential
for improvement, we work with our
private equity managers to drive
sustainability enhancements.
• We negotiate ESG reporting
requirements and standards
in legal documentation prior
to investment.
• We produce an annual ESG survey
focusing on selected areas of
interest (eg employees’ wellbeing
or climate risk) while monitoring
progress of our portfolio of private
equity managers in terms of
ESG integration.
• We monitor identified key
performance indicators
for client vehicles with a
sustainability objective.
• Task Force on Climate-related
Financial Disclosures (‘TCFD’)
manager level report produced for
the first time in June 2023.
Responsible Investment and Sustainability
Due Diligence
Focus on Materiality
Investments
Leveraging our Influence
Monitoring
Annual Assessments
Reporting
Client Focused
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Our Year
in Brief
Dedicated Coverage for
Impact or Sustainability-
Focused Investments
Established dedicated team coverage for
impact or sustainability-focused fund and
company-level investments to enhance
our capacity to track market trends and
best practices as well as identify, evaluate
and execute investments that align with
our clients’ sustainability objectives.
Sustainable Investment
Pipeline Development
Actively building a pipeline of
sustainability-focused funds and
direct investments across key
themes, including (but not limited to)
decarbonisation, resource efficiency
and healthcare.
Digitisation of ESG Data
Collection and Reporting
Initiated digitisation of data gathering for
ESG and sustainability information from
our private equity managers and direct
investments to facilitate the creation of a
centralised database of ESG insights.
Enhanced GP Monitoring
Redesigned and developed a new
sustainability questionnaire (leveraging
globally-recognised frameworks such as
the UN PRI, ILPA, and EDCI) for our private
equity managers and direct investments
to better reflect our investment strategy
as indirect investors.
Responsible Investment and Sustainability
continued
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Ten Largest Investments
1
3.0%
of NAV
(30 September
2023: 3.2%)
Fund size: €4.3bn
Strategy: Mid to large buyouts
Enterprise Value of investments: €200m-€800m
Geography: Northern Europe (Global in Healthcare)
Website: www.nordiccapital.com
Invests in medium to large-sized buyout deals in Northern
Europe, through five dedicated sector teams, with the ability
to invest in healthcare on a global basis.
Nordic Capital Fund IX 30/9/24 30/9/23
Value (£’000) 35,275 37,762
Cost (£’000) 23,786 23,403
Commitment (€’000) 30,000 30,000
Amount Funded 100.0% 100.0%
Income (£’000)* – –
2
2.9%
of NAV
(30 September
2023: 2.9%)
Fund size: €2.1bn
Strategy: Mid-market buyouts
Enterprise Value of investments: €50m-€500m
Geography: Northern Europe
Website: www.altor.com
Focuses on investing in and developing medium-sized
companies with a Nordic origin that offer potential for
value creation through revenue growth, margin expansion,
improved capital management and strategic re-positioning.
Altor Fund IV 30/9/24 30/9/23
Value (£’000) 34,368 34,954
Cost (£’000) 30,347 29,206
Commitment (€’000) 55,000 55,000
Amount Funded 81.2% 76.0%
Income (£’000)* 308 –
3
2.8%
of NAV
(30 September
2023: 3.1%)
Structured Solutions IV
Fund size: $125m
Strategy: Various
Enterprise Value of investments: $500m-$5bn
Geography: Europe and North America
A diversified secondary transaction comprising large cap
buyout funds in Europe and the US.
Structured Solutions IV
Primary Holdings 30/9/24 30/9/23
Value (£’000) 32,786 36,687
Cost (£’000) 29,749 31,066
Commitment ($’000) 62,500 62,500
Amount Funded 72.6% 72.0%
Income (£’000)* – 886
4
2.7%
of NAV
(30 September
2023: 3.8%)
Fund size: €16.4bn
Strategy: Mid to large buyouts
Enterprise Value of investments: €500m-€5bn
Geography: Europe and North America
Website: www.cvc.com
Undertakes medium and large sized buyout transactions
across a range of industries and geographies.
CVC Capital Partners VII 30/9/24 30/9/23
Value (£’000) 32,623 44,945
Cost (£’000) 22,417 24,898
Commitment (€’000) 35,000 35,000
Amount Funded 100.0% 97.2%
Income (£’000)* 34 1,945
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5
2.5%
of NAV
(30 September
2023: 2.5%)
Fund size: €5.1bn
Strategy: Upper Mid-market buyouts
Enterprise Value of investments: €300m-€1.2bn
Geography: Western Europe
Website: www.paipartners.com
Targets upper mid-market businesses in Western Europe,
with a particular focus on continental Europe. Typically
invests in market leaders across healthcare, business
services, food & consumer goods and industrials sector.
PAI Europe VII 30/9/24 30/9/23
Value (£’000) 29,466 29,681
Cost (£’000) 22,724 22,789
Commitment (€’000) 30,000 30,000
Amount Funded 87.7% 86.5%
Income (£’000)* – –
6
2.4%
of NAV
(30 September
2023: 2.2%)
Fund Size: €2.5bn
Sector: Consumer staples
Location: Netherlands
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: Co-investment
Company Website: www.action.nl
Since its establishment in 1993, Benelux-based Action
has grown into the leading non-food discount retailer
in the region with more than 2,750 stores and over
74,500 employees.
3i 2020 Co-investment 1
SCSp 30/9/24 30/9/23
Value (£’000) 28,874 26,160
Cost (£’000) 6,374 6,380
Commitment (€’000) 7,939 7,939
Amount Funded 100.0% 100.0%
Income (£’000)* 2,211 –
7
2.4%
of NAV
(30 September
2023: 2.2%)
Fund size: €2.6bn
Strategy: Mid-market buyouts
Enterprise Value of investments: €150m-€1bn
Geography: Northern Europe
Website: www.altor.com
Focuses on investing in and developing medium-sized
companies often with a Nordic origin and sustainability
angle, that offer potential for value creation through revenue
growth, margin expansion, improved capital management and
strategic re-positioning.
Altor Fund V 30/9/24 30/9/23
Value (£’000) 28,157 26,706
Cost (£’000) 26,836 23,069
Commitment (€’000) 43,000 43,000
Amount Funded 68.7% 53.4%
Income (£’000)* 28 238
Ten Largest Investments continued
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Ten Largest Investments continued
8
2.2%
of NAV
(30 September
2023: 2.2%)
Fund size: €5.3bn
Strategy: Mid-market buyouts
Enterprise Value of investments: €150m-€750m
Geography: Northern and Western Europe
Website: www.triton-partners.com
Targets mid-market companies that are operating below
their full potential in the industrials, business services and
healthcare sectors in Northern and Western Europe.
Triton Fund V 30/9/24 30/9/23
Value (£’000) 26,636 26,375
Cost (£’000) 16,766 15,632
Commitment (€’000) 30,000 30,000
Amount Funded 94.1% 86.2%
Income (£’000)* 23 –
9
2.1%
of NAV
(30 September
2023: 2.5%)
Fund size: £1.0bn
Strategy: Mid-market buyouts
Enterprise Value of investments: £75-350m
Geography: UK
Website: www.exponentpe.com
Invests in medium- to large-sized buyout deals in Northern
Europe, through five dedicated sector teams, with the ability
to invest in healthcare on a global basis.
Exponent Private Equity
Partners III, LP. 30/9/24 30/9/23
Value (£’000) 25,549 30,273
Cost (£’000) 19,065 21,232
Commitment (£’000) 28,000 28,000
Amount Funded 100.0% 100.0%
Income (£’000)* 678 1,566
10
2.1%
of NAV
(30 September
2023: 1.4%)
Fund size: €504m
Strategy: Lower mid-market buyouts
Enterprise Value of investments: €25m-€100m
Geography: DACH
Website: www.capiton.de
Invests in small cap and lower mid-market companies in the
DACH region with a primary focus in the healthcare & life
science and high-tech industrials sectors.
Capiton VI 30/9/24 30/9/23
Value (£’000) 25,267 16,280
Cost (£’000) 10,252 9,979
Commitment (€’000) 20,000 20,000
Amount Funded 62.0% 58.0%
Income (£’000)* – –
* Performance information has been prepared by PPET and has not been approved by the General Partners of the funds or any of their Associates.
Income figures are for the year ended 30 September 2024 and 30 September 2023 respectively.
The Company’s position in Action is held through 3i 2020 Co-investment 1 SCSp, a special purpose vehicle managed by 3i as co-investment lead.
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02
Action
Location: Netherlands
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: 3i 2020 Co-investment 1 SCSp
Website: www.action.nl
Since its establishment in 1993, Benelux-based Action has grown
into the leading non-food discount retailer in the region with more
than 2,750 stores and over 74,500 employees.
% O F N AV
2.4%
(2023: 2.2%)
Sector: Consumer Staples
Location: Germany
Year of Investment: 2021
Private Equity Manager: Capiton AG
Investment: Capiton VI Wundex Co-Investment/Capiton VI
Website: www.wundex.com
Wundex is a leading home care provider for patients with chronic
wounds. The company‘s qualified wound managers provide
home care services that enable faster and more effective wound
treatment and significantly reduce the workload of general care
providers and physicians, backed by an integrated digital platform.
In addition to treatment services, the company also offers a
complete range of 60,000 home care products and decubitus
systems. With its three business units: home care services,
home care products and decubitus systems, Wundex has built
a fully integrated unique home care offering.
Wundex
% O F N AV
2.1%
(2023: 0.9%)
Sector: Healthcare
Largest Ten Underlying
Private Companies
1,2
The following represents
the 10 largest underlying
private companies which
are indirectly held through
the Company’s fund
investments and/or
direct investments.
1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
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04
% O F N AV
2.0%
(2023: 1.8%)
Location: Norway
Year of Investment: 2020
Private Equity Manager: HgCapital
Investment: Hg Vardos Co-invest L.P/Hg Saturn 2/Hg Saturn 3/Hg
Vega Co-Invest L.P.
Website: www.visma.com
Visma is the leading provider of mission-critical business software
to small & medium-sized companies and the public sector outside
of North America. Headquartered in Oslo, the company provides
approximately 1.9 million paying customers with SaaS solutions
covering: accounting, resource planning, payroll, procurement and
transaction processing. It is the largest provider of cloud/SaaS
to these sectors outside of North America, with ~€2.5 billion in
Annual Recurring Revenue and customers in ~30 countries.
Visma
% O F N AV
1.9%
(2023: 0.9%)
Sector: Information Technology
Largest Ten Underlying
Private Companies
1,2
continued
European Camping Group
Location: France
Year of Investment: 2021
Private Equity Manager: PAI Partners
Investment: ECG Co-invest SLP/PAI Europe VII/PAI Europe VIII/
ECG 2 Co-invest SLP
Website: www.europeancampinggroup.com
European Camping Group is a leading outdoor accommodation
operator in Europe. At acquisition, ECG operated a fleet of 21,000
high-quality holiday lets across over 300 European sites. It
operates under a number of strong brands, including Eurocamp
and Homair.
Sector: Consumer Discretionary
1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
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06
Access
Location: UK
Year of Investment: 2018
Private Equity Manager: HgCapital
Investment: Hg Saturn 3/HgCapital 8
Website: www.theaccessgroup.com
Founded in 1991, the Access Group (‘Access’) is a leading UK mid
market Enterprise Resource Planning business, providing financial
management systems and human capital management software,
as well as industry specific software solutions. Access’ software
helps over 75,000 customers across commercial and not-for-
profit organisations to work efficiently, with expertise across
numerous industries.
% O F N AV
1.7%
(2023: 1.6%)
Sector: Information Technology
Location: Germany
Year of Investment: 2022
Private Equity Manager: Capiton AG
Investment: Capiton VI
Website: www.gritec.com
GRITEC (formerly: Betonbau Group) was established in 1963.
Today, GRITEC is the largest German player in the attractive niche
market of turnkey technical stations such as transformer stations
for power grids, charging infrastructure for e-mobility and point of
presence stations for telecommunication networks.
GRITEC
% O F N AV
1.6%
(2023: 0.6%)
Sector: Industrials
1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
Largest Ten Underlying
Private Companies
1,2
continued
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08
Uvesco
Location: Spain
Year of Investment: 2022
Private Equity Manager: PAI Partners
Investment: Uvesco Co-Invest SCSp/PAI Mid-Market I
Website: www.uvesco.es
Uvesco is a leading food retailer in the North of Spain with
a growing presence in Madrid. The company follows a
differentiated model based on proximity stores and a high-quality
offering, including a significant fresh product component that is
locally sourced and sold through its network of over 270 stores
across six regions.
% O F N AV
1.5%
(2023: 1.4%)
Sector: Consumer Staples
% O F N AV
1.5%
(2023: 1.3%)
Froneri
Location: United Kingdom
Year of Investment: 2019
Private Equity Manager: PAI Partners
Investment: PAI Strategic Partnerships SCSp/PAI Europe VII
Website: www.froneri.com
Froneri is a global ice cream manufacturer, and the largest pure-
play ice-cream manufacturer globally, benefitting from market-
leading positioning in both branded and private label ice cream.
It was formed as a joint venture between R&R Ice cream plc and
Nestlé in 2016.
Sector: Consumer Discretionary
1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
Largest Ten Underlying
Private Companies
1,2
continued
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10
Namsa
Location: United States
Year of Investment: 2020
Private Equity Manager: ArchiMed SaS
Investment: MPI-COI-NAMSA SLP
Website: www.namsa.com
NAMSA is the global industry leading Contract Research
Organisation (CRO) for preclinical and clinical medical device
companies, and a global market leader in preclinical and
biocompatability testing.
% O F N AV
1.5%
(2023: 1.4%)
Sector: Healthcare
Location: United Kingdom
Year of Investment: 2022
Private Equity Manager: Vitruvian Partners
Investment: CFC Continuation Fund/Vitruvian IV
Website: www.cfc.com
CFC underwriting is a technology-led insurance platform, and is a
global leader and category innovator in the cyber market.
CFC
% O F N AV
1.4%
(2023: 1.2%)
Sector: Financials
1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
Largest Ten Underlying
Private Companies
1,2
continued
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Our
portfolio
A breakdown of our
portfolio by net asset value.
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2018 Nordic Capital Fund IX 12 10,502 23,786 35,275 1.7x 3.0
2014 Altor Fund IV 16 8,618 30,347 34,368 1.7x 2.9
2021 Structured Solutions IV Primary Holdings 53 12,770 29,749 32,786 1.3x 2.8
2017 CVC Capital Partners VII 28 1,622 22,417 32,623 1.9x 2.7
2019 PAI Europe VII 19 4,822 22,724 29,466 1.5x 2.5
2020 3i 2020 Co-investment 1 SCSp
3
1 – 6,374 28,874 5.1x 2.4
2019 Altor Fund V 36 8,035 26,836 28,157 1.3x 2.4
2019 Triton Fund V 20 8,427 16,766 26,636 1.5x 2.2
2015 Exponent Private Equity Partners III, LP. 8 3,059 19,065 25,549 1.9x 2.1
2020 Capiton VI 10 6,354 10,252 25,267 2.4x 2.1
2017 HgCapital 8 8 2,442 6,086 24,843 2.8x 2.1
2021 IK Partnership II 6 581 21,083 24,595 1.2x 2.1
2020 IK IX 15 672 20,769 24,327 1.2x 2.0
2020 Nordic Capital X 16 3,693 17,752 23,692 1.3x 2.0
2020 Investindustrial VII 13 7,195 14,908 23,444 1.5x 2.0
2019 American Industrial Partners VII 16 3,096 15,335 23,010 1.6x 1.9
2020 Vitruvian IV 27 2,036 19,179 22,750 1.2x 1.9
2014 CVC VI 19 1,522 13,813 21,968 2.2x 1.8
2021 Capiton VI Wundex Co-Investment
3
1 3,068 2,914 20,945 4.4x 1.8
2016 IK Fund VIII 12 2,038 11,355 18,876 1.9x 1.6
2019 MSouth Equity Partners IV 13 1,185 13,845 18,869 1.5x 1.6
2021 Nordic Capital Evolution Fund 10 10,039 15,459 18,113 1.2x 1.5
2020 MPI-COI-NAMSA SLP
3
1 1,807 5,573 17,490 2.7x 1.5
2022 Hg Saturn 3 6 11,968 15,111 16,095 1.1x 1.4
2021 Excellere Partners Fund IV 4 14,079 12,956 15,884 1.2x 1.3
2021 Arbor Co-Investment LP
3
1 – 8,374 15,723 1.9x 1.3
2013 TowerBrook Investors IV 22 9,840 12,102 15,299 2.2x 1.3
2019 Bridgepoint Europe VI 17 516 10,511 15,203 1.3x 1.3
2021 Advent Technology II-A 13 11,155 13,245 15,154 1.1x 1.3
2020 Triton Smaller Mid-Cap Fund II 9 9,876 11,209 15,151 1.3x 1.3
Investment Portfolio
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Investment Portfolio continued
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2022 Uvesco Co-invest
3
1 2,122 6,293 14,846 2.1x 1.2
2021 ECG Co-invest SLP
3
1 – 6,920 14,447 2.1x 1.2
2022 Advent International Global Private Equity X 18 13,062 12,398 14,357 1.2x 1.2
2019 PAI Strategic Partnerships SCSp 2 71 6,705 14,283 2.1x 1.2
2020 Hg Genesis 9 12 3,184 9,590 14,125 1.4x 1.2
2020 Hg Saturn 2 7 3,247 8,524 12,994 1.4x 1.1
2020 PAI Mid-Market I 10 9,872 11,280 12,842 1.1x 1.1
2020 Seidler Equity Partners VII L.P. 7 842 13,230 12,799 1.0x 1.1
2021 MI NGE S.L.P.
3
1 803 8,153 12,136 1.5x 1.0
2014 PAI Europe VI 11 1,383 4,539 12,119 1.9x 1.0
2013 Nordic Capital VIII 16 2,682 20,167 12,091 1.5x 1.0
2021 Hg Isaac Co-Invest LP
3
1 38 7,571 11,140 1.5x 0.9
2021 MPI-COI-PROLLENIUM SLP
3
1 1,348 7,159 10,294 1.4x 0.9
2021 Eurazeo Payment Luxembourg Fund SCSp
3
1 1,046 5,350 10,093 1.3x 0.8
2023 One Peak Co-invest III LP
3
1 – 9,434 9,876 1.0x 0.8
2023 Maguar Continuation Fund I GmbH & Co. KG
3
1 906 6,767 9,865 1.5x 0.8
2022 PAI Europe VIII 8 15,204 9,955 9,706 1.0x 0.8
2021 CDL Coinvestment SPV
3
1 – 5,294 9,673 1.8x 0.8
2021 WindRose Health Investors Fund VI 9 7,333 8,493 9,400 1.1x 0.8
2019 Vitruvian I CF LP 6 7,581 7,060 9,181 1.3x 0.8
2021 IK Co-invest Questel
3
1 – 8,658 9,117 1.1x 0.8
2021 VIP SIV I LP
3
1 3,330 5,670 9,045 1.6x 0.8
2020 Hg Vardos Co-invest L.P.
3
1 – 4,244 8,933 2.0x 0.7
2020 Vitruvian III 29 917 5,108 8,901 2.2x 0.7
2023 IK IX Luxco 15 S.a.r.l.
3
1 – 7,773 8,588 1.1x 0.7
2022 Nordic Capital Fund XI 11 16,574 8,593 8,285 1.0x 0.7
2019 Great Hill Partners VII 16 296 7,617 7,909 1.6x 0.7
2018 Investindustrial Growth 3 5,669 11,041 7,700 2.2x 0.6
2021 Latour Co-invest Funecap*,
3
1 – 4,287 7,431 1.6x 0.6
2021 Permira Growth Opportunities II 15 17,408 10,199 7,3 03 0.8x 0.6
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Investment Portfolio continued
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2017 Onex Partners IV LP 7 535 9,127 7, 292 1.3x 0.6
2022 ArchiMed – Med Platform 2 5 16,940 8,111 7,17 7 0.9x 0.6
2024 Latour Co-Invest EDG*,
3
1 1,237 7,705 7,163 0.9x 0.6
2020 Hg Mercury 3 10 4,312 4,592 6,973 1.5x 0.6
2023 Procemsa Build-Up SCSp
3
1 2,559 4,662 6,783 1.5x 0.6
2022 Altor Fund VI 9 19,806 5,291 6,628 1.3x 0.6
2019 Alphaone International S.à.r.l.
3
1 1,650 3,522 6,403 1.8x 0.5
2023 Capiton Quantum GmbH & Co 2 702 3,857 6,246 1.6x 0.5
2016 Astorg VI 5 956 205 6,126 1.7x 0.5
2022 Hg Genesis 10 4 19,969 5,184 6,015 1.2x 0.5
2021 Bengal Co-Invest SCSp
3
1 2,294 6,198 5,927 1.0x 0.5
2021 MPI-COI-SUAN SLP
3
1 36 6,402 5,904 0.9x 0.5
2021 bd-capital Partners Chase
3
1 – 4,291 5,838 1.4x 0.5
2024 MED BIO FPCI 2 2,758 6,065 5,832 1.0x 0.5
2014 Permira V 10 701 7,078 5,645 3.1x 0.5
2024 Hg Vega Co-Invest L.P.
3
1 – 4,801 5,589 1.2x 0.5
2022 Leviathan Holdings, L.P.
3
1 4 4,863 4,971 1.0x 0.4
2024 Exponent Herriot Co-Investment Partners, LP
3
1 809 3,444 4,907 1.4x 0.4
2021 Nordic Capital WH1 Beta, L.P.
3
1 71 3,622 4,858 1.2x 0.4
2021 GPMS Omega Holdco Limited
3
1 17 4,259 4,291 1.0x 0.4
2022 Investindustrial Growth III 3 20,910 4,231 3,860 0.9x 0.3
2021 Great Hill Equity Partners VIII 7 10,637 4,587 3,833 0.8x 0.3
2023 Seidler Equity Partners VIII, L.P. 3 10,470 4,647 3,791 0.8x 0.3
2023 Latour Co-invest Funecap II*,
3
1 – 2,952 3,112 1.1x 0.3
2021 ArchiMed III 6 8,892 3,756 3,005 0.8x 0.3
2023 Hg Mercury 4 1 21,640 3,386 2,963 0.9x 0.2
2022 AV Invest B3*,
3
1 205 4,887 2,908 0.6x 0.2
2022 One Peak Growth III 8 9,088 3,535 2,903 0.8x 0.2
2023 Latour Capital IV 2 21,142 3,953 2,742 0.7x 0.2
2015 Capiton V 8 157 7,324 2,696 0.8x 0.2
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Investment Portfolio continued
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2021 Hg Riley Co-Invest LP
3
1 – 6,836 2,565 0.4x 0.2
2023 ECG 2 Co-Invest S.L.P.
3
1 499 2,132 2,564 1.2x 0.2
2012 IK Fund VII 6 1,663 5,871 2,387 2.0x 0.2
2001 CVC III* 1 388 4,110 1,793 2.7x 0.2
2022 American Industrial Partners V 6 30 1,327 1,352 1.4x 0.1
2023 Montefiore Investment VI 2 15,143 1,528 1,182 0.8x 0.1
2008 CVC V* 2 415 4,310 941 2.4x 0.1
2023 Vitruvian V 5 23,141 1,876 883 0.5x 0.1
2019 Gilde Buy-Out Fund IV 1 – 2,262 538 1.2x 0.0
2006 3i Eurofund V 0 – 9,282 171 2.7x 0.0
2024 Bowmark Capital Partners VII, L.P. 0 25,000 – 132 n/a 0.0
2024 Altor ACT I (No. 1) AB 4 12,204 306 110 0.4x 0.0
2023 Montefiore Expansion I 1 7,946 383 106 0.0x 0.0
2007 Industri Kapital 2007 Fund* 0 1,444 5,545 90 1.4x 0.0
2015 Nordic Capital VII 2 1,474 6,765 – 1.4x 0.0
2023 IK X Fund 0 24,962 – – n/a 0.0
2024 Arbor Investments VI, L.P.
4
0 14,910 – – n/a 0.0
2024 Investindustrial VIII4 0 16,641 – – n/a 0.0
2024 Latour Co-Invest Systra
3,4
0 8,820 – – n/a 0.0
2024 Nutripure Co-Invest SCSp
3,4
0 8,321 – – n/a 0.0
2024 Patria SOF V SCSp
4
0 18,638 – – n/a 0.0
2024 Triton Fund 6 SCSp
4
0 16,641 – – n/a 0.0
Total investments
5
652,709 917,037 1,177,106 98.6
Non-portfolio assets less liabilities 14,998 1.4
Total shareholders’ funds 1,192,104 100.0
1 All funds are valued by the manager of the relevant fund or direct investment as at 30 September 2024, with the exception of those funds suffixed with an * which were
valued as at 30 June 2024 or initial funding amount paid.
2 The net multiple has been calculated by the Manager in sterling on the basis of the total realised and unrealised return for the interest held in each fund and direct
investments. These figures have not been reviewed or approved by the relevant fund or its manager.
3 Direct investment position.
4 New commitment for which an underlying company has yet to be acquired.
5 The 763 underlying investments represent holdings in 616 separate underlying private companies, 44 underlying fund investments and 9 underlying direct investments.
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Top 30 Underlying Private
Company Investments
Entity Description Fund/Co-investment
Year of
Investment
1
% of
NAV
2
Action Non-food discount retailer 3i 2020 Co-investment 1 SCSp 2020 2.4%
Wundex Home care provider Capiton VI Wundex Co-Investment/
Capiton VI
2021 2.1%
ECG European leader in outdoor
accommodation market
ECG Co-invest SLP/PAI Europe VII/PAI
Europe VIII/ECG 2 Co-invest SLP
2021 2.0%
Visma Accounting software and services Hg Vardos Co-invest L.P/Hg Saturn 2/Hg
Saturn 3/Hg Vega Co-Invest L.P.
2020 1.9%
Access Group Software Solutions HgCapital 8/Hg Saturn 3 2018 1.7%
Gritec Specialist for technical buildings Capiton VI 2022 1.6%
Uvesco Leading Spanish regional grocer Uvesco Co-invest/PAI Mid-Market I 2022 1.5%
Froneri Leading independent global
ice cream manufacturer
PAI Strategic Partnerships SCSp/PAI
Europe VII
2019 1.5%
NAMSA Contract research organisation
for medical devices sector
MPI-COI-NAMSA SLP 2020 1.5%
CFC Underwriting Global leader in the cyber
insurance market
CFC Continuation Fund/Vitruvian IV 2022 1.4%
ACT Leading global provider of market-based
carbon footprint reduction solutions
Arbor Co-Investment LP/Bridgepoint
Europe VI
2021 1.3%
CDL Providing support to the medical
profession through advanced diagnostics
CDL Coinvestment SPV/Excellere
Partners Fund IV
2021 1.3%
Trioworld Manufacturer of polyethylene film Altor Fund IV 2018 1.3%
Funecap Operator of funeral infrastructure
and services
Latour Co-invest Funecap/Latour Co-
invest Funecap II/Latour IV
2021 1.2%
Insightsoftware Financial reporting and performance
management software provider
Hg Isaac Co-Invest LP/Hg Saturn 2 2021 1.1%
Mademoiselle
Desserts
Premium sweet bakery manufacturer Alphaone International S.à.r.l./IK Fund VIII 2018 1.1%
Questel IP management software provider IK Co-invest Questel/IK IX 2020 1.0%
Groupe NGE Multi specialist and independent
French public works provider
MI NGE S.L.P. 2021 1.0%
Planet Leading provider of integrated payment
solutions for hospitality and retail
Eurazeo Payment Luxembourg Fund SCSp 2021 0.9%
Undisclosed
3
Medical aesthetics product manufacturer MPI-COI-PROLLENIUM SLP 2021 0.9%
GoodLife Manufacturer of frozen snacks IK IX Luxco 15 S.a.r.l./IK IX 2023 0.8%
A breakdown of the 30
largest private company
investments by value.
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Top 30 Underlying Private
Company Investments
continued
Entity Description Fund/Co-investment
Year of
Investment
1
% of
NAV
2
HRworks HR software provider Maguar Continuation Fund I GmbH & Co.
KG
2023 0.8%
EDG Digital transformation and digital
marketing services provider
Latour Co-Invest EDG/Latour Capital IV 2024 0.8%
Docplanner Leading global online healthcare platform One Peak Co-invest III LP 2023 0.8%
Norican Metallic parts formation and
preparation industry
Altor Fund IV 2015 0.7%
Litera Provider of end to end document
lifecycle solutions to the legal and
life sciences industries
HgCapital 8/Hg Genesis 9 2019 0.7%
R1 RCM Healthcare revenue services TowerBrook Investors IV 2016 0.7%
La Doria Manufacturer of private label
food products
Investindustrial VII 2022 0.7%
Tropicana Global manufacturer of branded
juice products
Bengal Co-Invest SCSp/PAI Europe VII 2022 0.7%
Esperi Care Private social and health care Triton Smaller Mid-Cap Fund II 2022 0.6%
Total 36.1%
1 Year of investment is disclosed as the first year of investment by a portfolio investment.
2 All percentage of NAV figures are based on gross valuations, before any carry provision.
3 Due to disclosure restrictions associated with our holding in the associated fund or co-investment, we are unable to name the underlying private company.
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Corporate
Governance
In this section:
Governance at a Glance 52
Board of Directors 53
Directors’ Report 55
Corporate Governance Statement 61
Directors’ Remuneration Report 66
Audit Committee Report 69
Directors’ Responsibility Statement 74
p53
Board of Directors
p74
Directors’ Responsibility Statement
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60%
40%
80%
20%
Governance at a Glance
Board Gender
Board Ethnicity
Governance
at a Glance
Patria Private Equity Trust
plc is committed to high
standards of corporate
governance and has applied
the principles and provisions
of the AIC Code.
Corporate
Governance Report
Audit
Committee
Nomination
Committee
Management
Engagement Committee
All of the Directors will retire and stand for re-
election at the Company’s AGM on 25 March 2025.
The Management Engagement Committee was
heavily involved in supporting the Board undertake
due diligence on the acquisition of the Company’s
Manager by Patria.
The Audit Committee monitors and reviews the
effectiveness of the external audit process for
the publication of the Annual Report and makes
recommendations to the Board on the re-
appointment of the Auditor.
The Nomination Committee led the process for
the search, interview and appointment of Duncan
Budge as an additional Non-executive Director
with effect from 1 February 2025.
Read more on p61
Read more on p64
Read more on p69
Read more on p65
Male
Female
White
Other
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Our Board
Board of
Directors
The Board of Directors of the
Company is a highly experienced
group of individuals with significant
experience of investment trusts,
private equity and the financial
services industry.
The Board works closely with the Investment
Manager to deliver shareholder value. The
Board is responsible for stewardship, including
overall strategy, investment policy, borrowings,
dividends, corporate governance procedures
and risk management.
Board Skills at a Glance
A collective view of the skills, experience and
knowledge of the Non-executive Directors.
Experience
Alan holds an MBA and is a Fellow of the Institute of Bankers
in Scotland. He was formerly Chief Executive Officer (‘CEO’)
of the Royal Bank of Scotland Shipping Group and has a wide
background of knowledge and over 40 years’ experience
in both commercial and investment banking. Alan is a Non-
executive Director of Capitalflow Holdings DAC, where he is
Chair of the Remuneration, Audit and Risk Committees. Alan
is also Chair of the private equity owned Irish-based cash
logistics company known as GSLS and is a member of the
Court of Heriot-Watt University.
Length of Service
Appointed on 28 May 2014 and as
Chair of the Board on 22 March 2022
Last Re-elected to the Board
27 March 2024
Committee Member
None
Contribution
Alan has continued to Chair the Board effectively during a
period of significant change for the Company. He led the
Board’s due diligence on Patria and has been instrumental
in navigating the Board’s relationship with the Manager’s
new owner. Alan continues to operate independently of the
Manager and with integrity and professionalism. The Board
has asked Alan to remain on the Board beyond his nine-year
term to allow a smooth transition of Chair responsibilities
to his successor.
Experience
Dugald holds a PhD in Chemical Engineering from Imperial
College London and has over 20 years’ direct investment
experience in private equity. He started his career at Nomura
Principal Finance Group, which later evolved into Terra Firma
Capital Partners. More recently, Dugald has been involved in
investing in emerging and frontier markets at Helios Investment
Partners and 8 Miles. Dugald is a Supervisory Board Member at
FMO, the Dutch finance institution.
Length of Service
Appointed on 1 September 2021
Last Elected to the Board
27 March 2024
Committee Member
Audit Committee, Management Engagement
Committee and Nomination Committee
Contribution
Dugald is an experienced Director, who continues to provide
significant investment insight to the Board and knowledge of
the private equity and investment management sector. Dugald
continues to work with the Manager on the Board and investor
reporting and analytics.
Alan Devine
Chair of the Board
Dugald Agble
Independent Non-
executive Director
Private equity
investment
Private equity
valuations
Audit, finance and
risk management
Commercial banking
Governance Investment companies
Leadership
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Our Board continued
Experience
Calum is a qualified chartered accountant and was an audit
partner with Deloitte LLP for over 21 years. Calum is a Non-
executive Director and the Audit Committee Chair of the
Diverse Income Trust plc and the AVI Global Trust plc. He is
also a Non-executive Director and Audit Committee Chair of
BLME Holdings Limited and Ghana International Bank plc.
Length of Service
Appointed on 30 November 2017
Last Re-elected to the Board
27 March 2024
Committee Member
Audit Committee (Chair), Management
Engagement Committee and Nomination Committee
Contribution
Calum is an experienced Director and, as Senior Independent
Director, can deputise for the Chair, as necessary, acts as a
positive sounding board for the Chair and other Directors.
He has chaired the Audit Committee effectively throughout
the year and has provided significant financial and risk
management insights into all Board discussions.
Experience
Diane is a Non-executive Director of Mercia Asset Management
PLC and SEI (Europe) Limited, and is an independent member
of the Valuations Committee for Chrysalis Investments Limited.
Diane has over 30 years of global investment experience,
including 23 years at Deutsche Asset Management Group
where she held various senior positions, including CIO and
CEO of Asia, and nine years at LGM Investments, a specialist
global emerging and frontier markets equities manager. Her
previous Non-executive Director roles include nine years
on the boards of Witan Pacific Investment Trust Plc and
Brooks Macdonald Plc. Diane holds an MA in Economics
from Cambridge University and has completed Cambridge
University’s Sustainable Finance course. She is a pro-bono
member of the Investment Committees of Newnham College,
Cambridge and the Canal & River Trust.
Length of Service
Appointed on 7 June 2017
Last Re-elected to the Board
27 March 2024
Committee Member
Audit Committee, Management Engagement Committee and
Nomination Committee (Chair)
Contribution
Diane contributes effectively to all Board discussions. Her
leadership experience and extensive knowledge of investment
process, valuation and ESG insights, as well as her chairing of
the Nomination Committee, means she is a valued Director.
Experience
Yvonne has over 30 years’ experience in private asset
investment and risk management. She is an Independent
Non-executive member of the Board and Audit and Risk
Committee of UBS Asset Management Switzerland AG and
a Non-executive Director and Chair of the Audit Committee
of Integrated Diagnostics Holdings Plc. She chairs the JSE-
listed EPE Capital Ltd. Previously she chaired Unigestion
(Luxembourg) SA, an alternative investment fund manager
(‘AIFM’), investing globally via direct private equity investments,
secondary and primary partnership investments and was a co-
founder and Vice Chair of the Investment Committee of Akina
Ltd. She holds a Directors’ Certificate from Harvard Business
School, is a qualified Risk Director from the DCRO Institute,
holds the ESG Competent Boards Certificate and is fluent in
German, English, Spanish and French.
Length of Service
Appointed on 1 September 2021
Last Elected to the Board
27 March 2024
Committee Member
Audit Committee, Management Engagement Committee (Chair)
and Nomination Committee
Contribution
Yvonne continues to provide significant knowledge
of the private equity sector and financial and risk insights
into Board discussions. As Chair of the Management
Engagement Committee, she supported the Board’s due
diligence effects on Patria and engagement with the
Company’s third-party suppliers.
Calum Thomson
Senior Independent
Non-executive Director
and Chair of the
Audit Committee
Diane Seymour-
Williams
Independent Non-executive
Director and Chair of the
Nomination Committee
Yvonne Stillhart
Independent Non-executive
Director and Chair
of the Management
Engagement Committee
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Director’s Report
The Directors present their
report and the audited
Financial Statements of the
Company for the year ended
30 September 2024.
The Directors consider that the Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Directors
Each of the Directors shown on pages 53
and 54 held office throughout the entire
reporting period and were in place at the date
of signature of the Annual Report. Each of the
Directors is considered to be independent of
PPET and the Manager. PPET is not aware of
any potential conflicts of interest between any
duty owned to it by any of the Directors and
their respective private interests.
Interim dividends of 4.2 pence per share
were paid in April, July and October 2024. In
December 2024, the Board declared a fourth
interim dividend of 4.2 pence per share paid
on 24 January 2025, taking the total dividend
for the financial year to 30 September 2024 to
16.8 pence per share. This is a 5% increase on
the 16.0 pence per share paid for the financial
year to 30 September 2023.
Principal Activity and Status
PPET was incorporated in Scotland on
9 March 2001 as a public limited company
with company number SC216638. It is an
investment company within the meaning of
section 833 of the Companies Act 2006 and
carries on business as an investment trust.
PPET has applied for and has been accepted
as an investment trust under sections 1158 and
1159 of the Corporation Tax Act 2010 and Part
2 Chapter 1 of Statutory Instrument 2011/2999.
This approval relates to accounting periods
commencing on or after 1 October 2012.
The Directors believe that the Company has
conducted its affairs so as to be able to retain
such approval.
The Company intends to manage its affairs
so that its shares continue to be a qualifying
investment for inclusion in the stocks and
shares component of an individual savings
account (‘ISA’).
Current Investment Objective and
Investment Policy
PPET’s investment objective is to achieve
long-term total returns through holding a
diversified portfolio of private equity funds
and direct investments into private companies
alongside private equity managers, a majority
of which will have a European focus.
At 30 September 2024, there were three
male and two female Directors on the Board.
Subsequent to the year-end, the Board
announced the appointment of Duncan Budge
as an additional Non-executive Director with
effect from 1 February 2025.
All of the Directors will retire and stand for
election or re-election at the Company’s AGM
on 25 March 2025.
Duncan Budge retired from his role as an
Executive Director and Chief Operating
Officer of RIT Capital Partners plc in 2011,
having been appointed in 1995. He is a Non-
executive Director of Lowland Investment
Company plc, Biopharma Credit plc and
Asset Value Investors Ltd. He was until
recently Chair of Artemis Alpha Trust plc and
Dunedin Enterprise Investment Trust plc.
Further details regarding the selection and
appointment of Directors, including the
Company’s position on diversity, can be
found on pages 62 and 63.
The rules concerning the appointment and
replacement of Directors are set out in the
Company’s Articles of Association. There are
no agreements between the Company and its
Directors concerning any compensation for
their loss of office.
Results and Dividends
The Financial Statements for the year ended
30 September 2024 are contained on pages
83 to 103.
Key activities during FY24
• Due diligence on Patria.
• Review of Company’s strategy and
proposed amendments to investment
objective and policy.
• Investment into Patria SOF V.
• Introduction of share buyback.
• Board succession planning.
• Appointment of new Corporate Broker.
• Extension of the Facility Agreement.
‘It has been a
very busy year
for the Board.
The Board is
collaborative
and strikes the
right balance
between
supporting and
challenging our
Manager.’
Alan Devine
Chair of the Board
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Director’s Report continued
To achieve the investment objective, the
Company: (i) commits to private equity funds
on a primary basis; (ii) acquires private equity
fund interests in the secondary market; and
(iii) makes direct investments into private
companies via co-investments and single-
asset secondaries. Its policy is to maintain
a broadly diversified portfolio by country,
industry sector, maturity and number of
underlying investments.
The objective is for the portfolio to comprise
around 50 ‘active’ private equity fund
investments; this excludes funds that have
recently been raised, but have not yet started
investing, and funds that are close to or being
wound up. The Company may also invest
up to 25% of its assets in direct investments
into private companies, via co-investments
alongside private equity managers.
The Company may also hold direct private
equity investments or quoted securities as
a result of distributions in specie from its
portfolio of fund investments. The Company’s
policy is normally to dispose of such assets
where they are held on an unrestricted basis.
To maximise the proportion of invested assets,
the Company follows an over-commitment
strategy by making commitments which
exceed its uninvested capital. In making such
commitments, the Manager, together with the
Board, will take into account the uninvested
capital, the value and timing of expected and
projected cash flows to and from the portfolio
and, from time to time, may use borrowings to
meet drawdowns. The Board has agreed that
the over-commitment ratio should sit within
the range of 30% to 75% over the long term.
The Company’s maximum borrowing capacity,
defined in its Articles of Association, is
an amount equal to the aggregate of the
amount paid up on the issued share capital
of the Company and the amount standing to
the credit of the reserves of the Company.
However, it is expected that borrowings would
not normally exceed 30% of the Company’s
net assets at the time of drawdown.
The Company’s non-Sterling currency
exposure is principally to the Euro and US
Dollar. The Company does not seek to hedge
this exposure into Sterling, although any
borrowings in Euros and other currencies in
which the Company is invested would have
such a hedging effect.
Cash held pending investment is invested
in short-dated government bonds, money-
market instruments, bank deposits or other
similar investments. Cash held pending
investment may also be invested in other listed
investment companies or trusts. The Company
will not invest more than 15% of its total assets
in such listed equities.
The investment limits described above are
all measured at the time of investment.
Future Investment Objective and
Investment Policy
As set out in the Chair’s Statement, the Notice
of AGM and the Corporate Governance
Section, the Board is proposing amendments
to the investment objective and investment
policy to, alongside other amendments,
change the expected portfolio allocation to
co-investments from a maximum of 25%
of the Company’s assets to an expected range
for direct investments (meaning co-
investments and single asset secondaries) of
20-35% of the total value of investments.
Please see pages 59 and 60 for more
details and the full text of the proposed
new investment objective and policy which
is subject to shareholder approval being
granted at the AGM. A comparison of the
new investment objective policy against the
existing investment objective and policy is
shown on page 116.
Financial Risk Management
The principal risks and uncertainties facing
the Company are set out on pages 17 to 19.
The principal financial risks and the Company’s
policies for managing these risks are set out in
Note 18 to the Financial Statements.
Capital Structure and Voting Rights
The rights attached to the Company’s shares
are set out in the Company’s Articles of
Association.
At the AGM on 27 March 2024, the Directors
were given authority to allot shares, disapply
pre-emption rights and buy back shares.
These authorities will expire at the forthcoming
AGM. Relying on this authority and in order to
take advantage of the investment opportunity
offered by the discount to NAV on the
Company’s share price, the Company bought
back 940,128 Ordinary Shares into treasury
representing 0.6% of the Company’s issued
share capital.
As at 30 September 2024, the Company’s
issued share capital comprised of 153,746,294
Ordinary Shares of 0.2 pence each (2023:
153,746,294). Of those shares, 152,806,166
Ordinary Shares were in issue and 940,128
were held in treasury (2023: nil). At general
meetings, each ordinary shareholder is
entitled to one vote on a show of hands
and, on a poll, to one vote for every Ordinary
Share held.
There are no restrictions on the transfer of
Ordinary Shares in the Company issued by the
Company other than certain restrictions, which
may from time to time be imposed by law.
The Company is not aware of any agreements
between shareholders that may result in a
transfer of securities and/or voting rights.
The Company’s Manager
Patria Capital Partners LLP (formerly abrdn
Capital Partners LLP), a wholly owned
subsidiary of Patria Investments Limited
has been appointed as the Company’s AIFM
and Manager.
The Manager charges a management fee,
payable quarterly, at 0.95% per annum of the
Company’s NAV at the end of the relative
quarter. The Manager is not entitled to a
performance fee. No fee is payable on any
investments in any investment trust, collective
investment scheme or any other company or
fund managed, operated or advised by the
Manager or any other subsidiary of Patria
where there is an entitlement to a fee on
that investment.
Further details of the fees payable to the
Manager are shown in Notes 3 and 4 to the
Financial Statements.
The management agreement is terminable on
not less than 12 months’ written notice.
Other Service Providers and Advisers
The Board has appointed a number of other
service providers and advisers to support it
in the delivery of its investment objective.
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Director’s Report continued
The Company entered into the contracts with
each service provider after full and proper
consideration by the Board of the quality and
cost of services. The performance of each
service provider and adviser is reviewed
regularly, and subject to formal annual review
by the Management Engagement Committee.
Shareholders and Substantial Interests
The table that follows shows the interests of
major shareholders based on the best available
information provided by analysis of the
Company’s share register, also incorporating
any disclosures provided to the Company in
accordance with Disclosure Guidance and
Transparency Rule 5 in the period under review
and up to 31 December 2024.
Shareholder
% of
voting
rights at
30 September
2024
% of
voting
rights at
31 December
2024
Phoenix Life Limited 53.91 54.26
Interactive Investor 4.58 4.54
Hargreaves
Lansdown,
stockbrokers 3.61 3.35
Oxfordshire County
Council Pension
Fund 3.40 3.45
Our Relationship with Phoenix
The Standard Life Assurance Company
(‘Standard Life’) originally listed PPET on the
London Stock Exchange in 2001. At that time,
PPET was known as Standard Life European
Private Equity Trust plc (‘SLEPET’).
At launch of the Company, Standard Life
transferred 19 of its European private
equity funds interests, with a valuation of
£80.7 million to PPET (then called SLEPET).
In return, Standard Life was allotted 50.5%
of the Company’s share capital and voting
rights. At that time, Standard Life and SLEPET
entered into a relationship agreement pursuant
to which, it was agreed, amongst other things,
that Standard Life would be permitted to
increase its shareholding in the Company
without making a general offer for the
shares it does not own in accordance
with the Takeover Code.
Following various affiliate transfers and the
sale of the Standard Life business to Phoenix
Group in 2018, Standard Life’s holding in the
Company was transferred to Phoenix Life
Limited. Phoenix Life Limited (‘PLL’) is the
Company’s largest shareholder.
Pursuant to the relationship agreement,
which remains in force, PLL has irrevocably
undertaken to the Company that, at any time
when PLL and its Associates (meaning any
company which is a member of the PLL group)
are entitled to exercise or control 30% or more
of the rights to vote at general meetings of
the Company, it will not (and will procure that
none of its Associates will) seek to nominate
Directors to the Board of the Company who
are not independent of PLL and its Associates,
enter into any transaction or arrangement
with the Company which is not conducted at
arm’s length and on normal commercial terms,
take any action that would have the effect
of preventing the Company from carrying on
an independent business as its main activity
or from complying with its obligations under
the Listing Rules or propose or procure
the proposal of any shareholder resolution
which is intended or appears to be intended
to circumvent the proper application of the
Listing Rules.
The Company
Patria Private Equity Trust plc
Broker
Investec Bank plc
Registrar
Equiniti
Auditor
BDO LLP
The Company
Service providers
Advisers
AIFM agreement
Registrar agreementEngagement letter Engagement letter
Administration
agreement
Depositary agreement
Company Secretarial
agreement
Administrator
IQ EQ Administration
Services Company
(UK) Limited
AIFM
Patria Capital Partners
LLP
Depositary
IQ EQ Depositary
Company
(UK) Limited
Custodian/Banker
BNP Paribas Securities
Services SA
Company Secretary
GPMS Corporate
Secretary Limited
PPET’s operating model
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Director’s Report continued
The Board and Manager have a positive
relationship with Phoenix and regularly
communicate with Phoenix regarding PPET.
Aside from PPET, Patria also manages other
private equity investments on Phoenix’s behalf.
Going Concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and financial
position, are set out in the Strategic Report
and Investment Manager’s Review.
The Financial Statements have been prepared
on the going concern basis and on the basis
that approval as an investment trust company
will continue to be met. The Directors have
made an assessment of the Company’s ability
to continue as a going concern and are satisfied
that the Company has adequate resources to
continue in operational existence for a period
of at least 12 months from the date when these
Financial Statements were approved.
In making the assessment, the Directors of the
Company have considered the likely impacts
of geopolitical and economic uncertainties on
the Company, the investment portfolio and
the Company’s operations. These include,
but are not limited to, the potential further
impact of internal conflicts and election
cycles, disruptions to global supply chains
and increases in the cost of living, persistent
inflation, high interest rates and the impact
of climate change on PPET’s portfolio.
At each Board meeting, the Directors review
the Company’s latest management accounts
and other financial information. Following a
review of the Company’s latest management
accounts and other financial information of
the Company, the Directors believe that the
Company is able to meet the obligations of
the Company as they fall due. The Company’s
commitments to investments are reviewed
at each Board meeting, together with its
financial resources, including cash held and its
borrowing capability. Cash flow scenarios are
also presented and discussed at each meeting
as well as severe but plausible stress testing
and downside liquidity modelling scenarios
with varying degrees of decline in investment
valuations, decreased investment distributions
and increased call rates.
In the event of a downside scenario, PPET can
take steps to limit or mitigate the impact on
the balance sheet by drawing on its revolving
credit facility which has been extended
from £300.0 million to £400.0 million with
effect from 3 February 2025, and pausing
on new commitments. It could also look to
raise additional credit or capital, sell assets
to increase liquidity and reduce its over-
commitment ratio.
After due consideration of the balance sheet,
activities of the Company, its assets, liabilities,
commitments and financial resources, the
Directors have concluded that the Company
has adequate resources to continue in
operation for at least 12 months from the
approval of the Financial Statements for
the year ended 30 September 2025. For
this reason, they consider it appropriate to
continue to adopt the going concern basis
in preparing the Financial Statements.
Modern Slavery Act
As the Company does not offer goods and
services to customers and has no turnover,
the Board considers that PPET is not within the
scope of the Modern Slavery Act 2015. PPET
is therefore not required to make a slavery
and human trafficking statement. However,
notwithstanding that, the Board considers
PPET’s supply chains, dealing predominantly
with professional advisers and service
providers in the financial services industry
in the United Kingdom, to be low risk in
relation to this matter.
Streamlined Energy and Carbon
Reporting (‘SECR’) Statement:
Greenhouse Gas Emissions and
Energy Consumption Disclosure
PPET’s activities are outsourced to third
parties. It has no employees, premises or
operations either as a producer or provider
of goods and services. Therefore, it is not
required to disclose energy and carbon
information as there are zero emissions
associated or attributed to the Company and
no underlying global energy consumption.
Accountability and Audit
The respective responsibilities of the Directors
and the Independent Auditor in connection with
the Financial Statements appear on page 81.
The Directors confirm that, so far as they
are each aware, there is no relevant audit
information of which the Company’s
Independent Auditor was unaware, and that
each Director has taken all the steps that they
might reasonably be expected to have taken
as a Director to make themselves aware of
any relevant audit information and to establish
that the Company’s Independent Auditor was
aware of that information.
AGM
The Notice of the AGM, which will be held
on 25 March 2025 at 12:30pm at 12 Hay Hill,
Mayfair, London W1J 8NR, and the related
Notes, may be found on pages 112 to 116.
Shareholders are encouraged to vote on the
resolutions proposed in advance of the AGM
and submit questions to the Board and to the
Manager by emailing PPET.Board@patria.com.
At the AGM, resolutions including the following
business will be proposed:
Dividend Policy
As a result of the timing of the payment of the
Company’s interim dividends, the Company’s
shareholders are unable to approve a final
dividend each year. In line with good corporate
governance, the Board therefore proposes
to put the Company’s dividend policy to
shareholders for approval at the AGM and on
an annual basis thereafter.
The Company’s dividend policy is that interim
dividends on the Ordinary Shares are payable
quarterly. Resolution 3 will seek shareholder
approval for the dividend policy.
Issue of Ordinary Shares
Resolution 12, which is an ordinary resolution,
will, if passed, renew the Directors’ authority to
allot new Ordinary shares up to an aggregate
nominal amount of £30,313, representing 10%
of the issued share capital of the Company
(excluding treasury shares) as at 27 January
2025. As at 27 January 2025 (being the latest
practicable date prior to the publication of this
Notice), the Company held 2,180,128 ordinary
shares of 0.2p each in treasury, representing
1.44% of the total ordinary shares in issue
(excluding treasury shares).
Resolution 13, which is a special resolution,
will, if passed, renew the Directors’ existing
authority to allot new Ordinary Shares or
sell treasury shares for cash without the
new Ordinary Shares first being offered to
existing shareholders in proportion to their
existing holdings. This will give the Directors
authority to allot Ordinary Shares or sell shares
from treasury on a non pre-emptive basis
for cash up to an aggregate nominal amount
of £30,749 (representing 10% of the issued
Ordinary Share capital of the Company as at
27 January 2025).
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New Ordinary Shares, issued under this
authority, will only be issued at prices
representing a premium to the last published
NAV per share.
The authorities being sought under resolutions
12 and 13 shall expire at the conclusion of the
Company’s next AGM in 2026 or, if earlier,
on the expiry of 15 months from the date
of the passing of the resolutions, unless
such authorities are renewed, varied or
extended prior to such time. The Directors
have no current intention to exercise these
authorities and will only do so if they believe
it is advantageous and in the best interests of
shareholders as a whole.
Purchase of the Company’s
Ordinary Shares
Resolution 14, which is a special resolution,
seeks to renew the Board’s authority to make
market purchases of the Company’s Ordinary
Shares in accordance with the provisions
contained in the Companies Act 2006 and the
FCA’s Listing Rules. Accordingly, the Company
will seek authority to purchase up to a
maximum of 14.99% of the issued share capital
(excluding treasury shares) at the date of
passing of the resolution at a minimum price of
0.2 pence per share (being the nominal value).
Under the Listing Rules, the maximum price
that may be paid on the exercise of this
authority must not exceed the higher of:
• 105% of the average of the middle market
quotations (as derived from the Daily
Official List of the London Stock Exchange)
for the shares over the five business
days immediately preceding the date of
purchase; and
• The higher of the last independent trade
and the highest current independent bid on
the trading venue on which the purchase is
carried out.
The Board only intends to use this authority to
purchase the Company’s Ordinary Shares, if
doing so would result in an increase in the NAV
per Ordinary Share and would be in the best
interests of shareholders. Any Ordinary Shares
purchased shall either be cancelled or held
in treasury. The authority being sought shall
expire at the conclusion of the AGM in 2026
or, if earlier, on the expiry of 15 months from
the date of the passing of the resolution unless
such authority is renewed prior to such time.
Notice of General Meetings
The Companies Act 2006 provides that the
minimum notice period for general meetings of
listed companies is 21 days, but with an ability
for companies to reduce this period to 14
days (other than for AGMs) provided that two
conditions are met. The first condition is that
the company offers a facility, accessible to all
shareholders, to appoint a proxy by means of a
website. The second condition is that there is
an annual resolution of shareholders approving
the reduction of the minimum notice period
from 21 days to 14 days.
In line with previous years, the Board is
therefore proposing resolution 15 as a special
resolution to approve 14 days as the minimum
period of notice for all general meetings of
the Company other than AGMs, renewing
the authority passed at last year’s AGM. The
approval would be effective until the end of
the Company’s next AGM, when it is intended
that the approval be renewed.
The Board would consider on a case-by-case
basis whether the use of the flexibility offered
by the shorter notice period is merited, taking
into account the circumstances, including
whether the business of the meeting is time
sensitive and it would therefore be to the
advantage of the shareholders to call the
meeting on shorter notice.
Investment Objective and Policy
As noted in the Chair’s Statement, the Board
has recently undertaken a review of the
Company’s investment objective and policy.
In 2019, shareholders voted to amend the
investment objective and policy to allow the
Manager to have increased flexibility to make
direct investments into private companies
alongside private equity managers.
As at 30 September 2024, around 26% of the
Company’s portfolio was invested in direct
investments. PPET has benefitted from
lower fees and strong performance of its
direct investment book and the Manager has
identified a number of opportunities to grow
this book further. Whilst the majority of the
Company’s portfolio will continue to comprise
fund investments, the Board recommends that
the investment policy is amended to provided
flexibility to increase the direct investment
opportunity through providing in the
investment policy that the expected range of
direct investments (meaning co-investments
and single asset secondaries) is 20-35% of
the total value of investments (and, in light of
this change, also confirm that the expected
portfolio allocation to fund investments is
to be around 65-80% of the total value of
investments).
The Board is also taking the opportunity to
propose some simplifications, clarifications
and other amendments to PPET’s investment
objective and policy.
These include, but are not limited to: (i)
reducing the upper limit on the over-
commitment ratio (being the ratio by which the
Company can make commitments in excess of
its uninvested capital) from 75% to 65% over
the long-term (so that the over-commitment
ratio should sit within the range of 30%-65%
over the long term as opposed to 30% to
75%); (ii) clarify that no single fund investment
or direct investment may exceed 15% of the
Company’s total value of investment at the
time of investment and; (iii) make clear that the
principal focus of the Company’s investment
strategy is the European mid-market.
The Listing Rules of the FCA (the ‘UKLRs’)
require any proposed material changes to the
Company’s published investment objective
and policy to be submitted to the FCA for
prior approval. The Company obtained FCA
approval on 20 January 2025. The UKLRs
also require shareholder approval prior to
any material changes being made to the
Company’s published investment objective
and policy.
The amendments are therefore subject to
the approval of shareholders at the Annual
General Meeting. Accordingly, subject to
the approval of Resolution 16, which will
be proposed as an ordinary resolution, the
Company’s new investment objective and
policy will be as follows and a comparison of
the new investment objective policy against
the existing investment objective and policy is
shown on page 116:
Director’s Report continued
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New Investment Objective:
To achieve long-term total returns through
investing in and managing a diverse portfolio
of private equity investments, principally
focused on the European mid-market.
New Investment Policy:
The Company seeks to achieve its investment
objective by, principally:
(i) committing to private equity funds, both on
a primary basis (at a fund’s inception) and a
secondary basis (by acquiring fund positions
from other investors during a fund’s life); and
(ii) making direct investments (via co-
investments and single company secondaries)
into private companies alongside mid-market
focused private equity managers.
The Company expects that the value of fund
investments will represent around 65-80%
of the total value of investments and that the
value of direct investments will represent
20-35% of the total value of investments. No
single fund investment or direct investment
may exceed 15% of the Company’s total value
of investments at the time of investment.
Investments made by the Company are
typically with or alongside private equity
managers with whom the Manager has an
established relationship and has conducted
full due diligence on.
Whilst the significant majority of investments
will have a European focus, the Company’s
policy is to maintain a diversified portfolio by
country, industry sector, maturity and number
of underlying investments.
The Company may also hold quoted securities
as a result of distributions in specie from its
portfolio of fund investments. The Company’s
policy is normally to dispose of such assets as
soon as practicable where they are held on an
unrestricted basis.
As an investor in private equity funds, the
Company follows an over-commitment
strategy by making commitments which
exceed its uninvested capital. This allows
the Company to maximise the proportion of
invested assets, allowing efficient use of the
Company’s resources.
In making such commitments, the Manager,
together with the Board, will take into account
the uninvested capital, the value and timing
of expected and projected cash flows to and
from the portfolio and, from time to time, may
use borrowings to meet drawdowns. The
Board has agreed that the over-commitment
ratio should sit within the range of 30% to 65%
over the long term.
The Company’s maximum borrowing capacity,
defined in its Articles of Association, is
an amount equal to the aggregate of the
amount paid up on the issued share capital
of the Company and the amount standing to
the credit of the reserves of the Company.
However, it is expected that borrowings would
not normally exceed 30% of the Company’s
net assets at the time of drawdown.
The Company’s non-sterling currency
exposure is principally to the euro and US
dollar. The Company does not seek to hedge
this exposure into sterling, although any
borrowings in euros and other currencies in
which the Company is invested would have
such a hedging effect.
Cash held pending investment may be
invested in short-dated government bonds,
money-market instruments, bank deposits or
other similar investments. Cash held pending
investment may also be invested in other listed
investment companies or trusts. The Company
will not invest more than 15% of its total assets
in such listed equities.
The investment limits described above are all
measured at the time of investment.
Recommendation
The Board considers that the resolutions to be
proposed at the AGM are in the best interests
of the Company and most likely to promote
the success of the Company for the benefit
of its members as a whole. Accordingly, the
Board recommends that shareholders vote in
favour of the resolutions as they intend to do in
respect of their own beneficial shareholdings,
amounting to 71,861 Ordinary Shares,
representing 0.05% of the issued share capital.
Approval
This Directors’ Report has been approved by
the Board.
On behalf of the Board
Alan Devine
Chair of the Board
29 January 2025
Director’s Report continued
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Introduction from the Chair
I am pleased to introduce this year’s Corporate
Governance Statement. In this statement,
the Company reports on its compliance with
the 2019 AIC Code of Corporate Governance
(‘the AIC Code’) and sets out how the Board
has operated during the year. The AIC Code,
published in 2019, is intended to provide
a framework of best practice in respect of
the governance of investment companies.
Next year, the Company will report on its
compliance with the new 2024 AIC Corporate
Governance Code (‘the New Code’), which
applies to accounting periods beginning on or
after 1 January 2025. The Board has reviewed
the impact of the New Code and, where
necessary, has commenced preparations
to be able to report on compliance.
Corporate Governance Report
Patria Private Equity Trust plc is committed
to high standards of corporate governance
and the Board has considered and applied
the principles and provisions of the AIC
Code. The AIC Code addresses the principles
and provisions set out in the UK Corporate
Governance Code (the ‘UK Code’), as well as
setting out additional provisions on issues
that are of specific relevance to Patria Private
Equity Trust plc.
The Board considers that reporting against
the principles and provisions of the AIC Code,
which has been endorsed by the Financial
Reporting Council, provides more relevant
information to shareholders.
The AIC Code is available on the AIC website
(theaic.co.uk). It includes an explanation of
how the AIC Code adapts the principles and
provisions set out in the UK Code to make
them relevant for investment companies.
and policy, borrowings, buybacks, dividend
policy and Board composition.
The Board meets at least five times per year
and more often as business dictates. In the
event that any Directors are unable to attend
Board and Committee meetings, the relevant
Directors will be contacted by the Chair and
Company Secretary before and/or after the
meeting to ensure they were aware of the
issues being discussed and to obtain their input.
The Board meetings follow a formal agenda,
which is approved by the Chair and circulated
by the Company Secretary in advance
of the meeting to all the Directors and
other attendees.
A typical Board agenda includes:
• A review of investment performance and
new investment activity;
• An update on the pipeline of investment
activity and asset management initiatives;
• Consideration of PPET’s capital deployment,
its debt facility, balance sheet and liquidity;
• Cash flow and capital management;
• Review of conflicts of interest;
• Update on marketing and shareholder
relations;
• Presentation from PPET’s broker on capital
market activity;
• Review of peer group analysis; and
• Regulatory, compliance, corporate
governance and industry updates.
Board papers are typically circulated at least
one week in advance of each Board meeting
via a secure online platform. Minutes are
maintained of every Board meeting and the
Company Secretary is responsible for tracking
actions arising from discussions.
The Company has complied throughout
the year with the principles and provisions
of the AIC Code. The Board attaches great
importance to the matters set out in the UK
Code and strives to apply its principles in a
manner that would enable shareholders to
evaluate how the principles have been applied.
However, it should be noted that where the
principles and provisions are related to the role
of the Chief Executive, Executive Directors’
remuneration and the establishment of a
Remuneration Committee, the Board considers
these principles and provisions not relevant
as Patria Private Equity Trust is an externally
managed Company with an entirely Non-
executive Board, and with no employees or
internal operations.
The AIC Code is made up of 17 principles split
into five sections covering:
• Board leadership and purpose;
• Division of responsibilities;
• Composition, succession and evaluation;
• Audit, risk and internal control; and
• Remuneration.
Details of how the Company has applied
the principles of the AIC Code are set out
in this report.
Viability Statement
The Viability Statement can be found on page
20.
Role of the Board
The Board is responsible for the strategic
oversight of the Company on behalf of the
shareholders. It is PPET’s decision-making
body and represents the interests of PPET’s
shareholders. There are a number of matters
reserved for the Board’s approval, which
include overall strategy, investment objective
‘The Board is
responsible for
the strategic
oversight of the
Company on
behalf of the
shareholders.’
Alan Devine
Chair of the Board
Corporate Governance
Statement
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Statement continued
The Board of Directors
During the financial year, the Board consisted
of five Independent Non-executive Directors
(three male and two female). Following the
appointment of Duncan Budge with effect
from 1 February 2025, the Board will consist
of six Non-executive Directors (four male and
two female). The Company had no employees.
The Board is responsible for all matters of
direction and control of the Company.
The Board, as a whole, seeks to ensure that it
is appropriately balanced by skills, experience,
tenure, expertise and diversity. The Directors
possess a wide range of business and
financial experience, which enable the Board
to provide clear and effective leadership and
governance of the Company. Each Director
commits sufficient time to fulfil their duties.
The Board, led by the Nomination Committee,
follows a formal process for the appointment of
Non-executive Directors. The appointment of
new Directors is always made on the basis of
merits and the skills/experience identified by
the Board as being desirable to complement
the existing skillset on the Board. The Board
recognises the benefits and is supportive
of diversity in its recruitment of new Board
members. The Board will not display any
bias for age, gender, race, sexual orientation,
religion, ethnic or national origins, or disability.
A formal induction programme is established
for each new Director, which involves the
provision of a full induction pack containing
relevant information about the Company. New
Directors are invited to meet with members
of the Company’s management team, finance
team, marketing team and Company Secretary,
and other members of the PPET team. New
Directors also have the opportunity to meet
with the Company’s other service providers
and, where appropriate, shareholders.
The terms and conditions of the appointment
of the Non-executive Directors are set out
in letters of appointment. The terms and
conditions of appointment of the Non-
executive Directors will be available for
inspection at the AGM, and at the Company’s
registered office. No Director has a service
contract with the Company.
The Board believes that each Director has
the requisite high level and range of business,
investment and financial experience, which
enables the Board to provide clear and
effective leadership and proper governance
of the Company. Each Director remains
independent and free from any relationship
which could materially interfere with the
exercise of their judgement on issues of
strategy, performance, resources and
standards of conduct.
The Board subscribes to the view that
independence of an individual Director
is not necessarily compromised by length
of tenure on the Board, and that continuity
and experience can add significantly to
the Board’s strength. Following formal
performance evaluations, the Board believes
that each of the Directors is independent in
character and judgement, and that there are
no relationships or circumstances which are
likely to affect their judgement.
All of the Directors will retire and, being
eligible, will offer themselves for re-election
at the AGM in March 2025. The terms and
conditions of appointment of the Non-
executive Directors will be available for
inspection at the AGM.
The Board therefore recommends the re-
election of each of the Directors at the AGM.
The biographies on pages 53 and 54 set out
the Directors’ range of skills and experience as
well as length of service and their contribution
to the Board during the year.
Board and Committee
Meeting Attendance
The Board holds at least five Board meetings
per year, at least four Audit Committee
meetings per year, at least one Nomination
Committee meeting and at least one
Management Engagement Committee
meeting per year. Directors’ attendance
at scheduled Board and Committee meetings
is set out below.
Board
meetings
Audit
Committee
meetings
Management
Engagement
meetings
Nomination
Committee
meetings
Dugald Agble 5/5 4/4 1/1 1/1
Alan Devine
1
5/5 0/0 0/0 0/0
Diane Seyour-Williams 5/5 4/4 1/1 1/1
Yvonne Stillhart 5/5 4/4 1/1 1/1
Calum Thomson 5/5 4/4 1/1 1/1
1 The Board Chair is not a member of the Board Committees. He stepped down as a member on 28 May 2023.
Given the matters to be considered by the
Board and Committees during the financial
year, the Board and Committees met in
excess of 30 times during the financial year. In
addition to the regular business, the Board and
Committees met to consider the Manager’s
change of control, the Company’s share
buyback programme, activity in the Company’s
underlying portfolio, the Company’s level of
dividend, Board succession planning and the
appointment of the Company’s new corporate
broker, amongst other items.
Board Evaluation
The Board has a formal process for the annual
evaluation of the performance of the Board
as a whole, its Committees and the individual
Directors. In 2024, the Board instructed
Lintstock Ltd to conduct an external review
of its performance. Lintstock is an advisory
firm that specialises in Board reviews and has
no other connection with the Company or
individual Directors.
Lintstock collaborated with PPET to tailor
the line of enquiry to the specific needs
of the Company.
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Statement continued
Board members then completed bespoke
surveys assessing the performance of the
Board and Committees, Chair and Manager,
alongside a self-assessment questionnaire
addressing their own individual performance.
Lintstock analysed the findings from the
surveys and delivered focused reports,
including a number of recommendations to
increase effectiveness. The findings were
presented to the Board, following which
actions were agreed for implementation
and monitoring.
Lintstock found that the PPET Board engaged
well with the Board review process. The
exercise had a particular focus on the impact
of the Manager’s change of control, from
abrdn to Patria, and the overall findings
of the Review were positive, with areas
including the management of meetings and
the relationships between Board members
recognised as particular strengths. The
Review also identified a few key priorities
for 2025, including Board member
succession planning.
As part of the review, Lintstock provided an
analysis of PPET relative to the Lintstock
Governance Index, which comprises around
30 core Board performance metrics from over
100 Board reviews that Lintstock has recently
facilitated, specifically for UK investment
companies. This helped the Directors to
understand how the PPET Board compares
with other organisations, putting the findings
into context.
The review of the individual Directors
concluded that each Director’s performance
continues to be effective. Each Board Director
demonstrates commitment to their role and
their individual performances contribute
to the long-term sustainable success of
the Company.
Board Tenure
The Board does not consider that a Director’s
independence is necessarily compromised
by length of tenure on the Board. The Board’s
tenure policy seeks to ensure that the
Board remains well-balanced by skills and
experience, and time served on the Board.
Whilst the Board believes that the Directors
should be refreshed regularly and Directors
should not generally serve beyond the
AGM following the ninth anniversary of their
appointments, there may be circumstances
in which is appropriate for Directors to serve
beyond this term such as to facilitate effective
succession planning or the development
of a diverse Board. In such a situation,
the reason for the extension will be fully
explained to shareholders.
It is the Board’s policy that each Director
stands for election or re-election at each AGM.
The Board’s recommendation for election
or re-election at the AGM is made on an
individual basis following a rigorous review of
each individual Director and their contribution.
As set out in the Chair’s Statement, the Board
has asked that Alan Devine remain on the
Board for a further year and recommends his
re-election to shareholders. Alan Devine has
been asked to remain on the Board beyond
his nine-year term to allow a smooth transition
of chair responsibilities to his successor.
Assuming shareholders approve Alan Devine’s
re-election at the AGM in March 2025, Alan
Devine will step down from the Board at the
AGM in March 2026.
Board Diversity
The Board recognises the importance of having
a range of skilled, experienced individuals with
appropriate knowledge represented on the
Board in order to allow it to fulfil its obligations.
The Board also recognises the benefits and
is supportive of the principle of diversity in its
recruitment of new Board members and has
taken into account the Hampton-Alexander
Review and the Parker Review.
The Board will not display any bias for age,
gender, race, sexual orientation, religion,
ethnic or national origins, or disability in
considering the appointment of its Directors.
In view of its size, the Board will continue to
ensure that all appointments are made on
the basis of merit against the specification
prepared for each appointment. The Board
does not therefore consider it appropriate
to set measurable objectives in relation
to its diversity.
However, the Board will take account of the
diversity targets set out in the FCA’s Listing
Rules. The Board voluntarily discloses the
following information in relation to its diversity.
As an externally managed investment
company, the Board employs no executive
staff and therefore does not have a CEO or
a Chief Financial Officer, both of which are
deemed senior Board positions by the FCA.
Other senior Board positions recognised by
the FCA are Chair of the Board and Senior
Independent Director (‘SID’). In addition, the
Board has resolved that the Company’s year-
end date be the most appropriate date for
disclosure purposes.
The following information has been provided
by each Director. There have been no changes
since 30 September 2024.
Number of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
Men 3 60 2
Women 2 40
1
0
1 Meets the target that at least 40% of Directors are women as set out in UKLR 14.3.30R.
Number of Board
Members
Percentage of
the Board
Number of
Senior Positions
on the Board
White British or other White
(including minority-white groups) 4 80 2
Black/African/Caribbean/ Black British 1 20
1
0
1 Meets the target that at least one individual on the Board is from a minority background as set out in UKLR 14.3.30R.
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Corporate Governance
Statement continued
Role of the Chair
Alan Devine is the Chair of the Board. He was
appointed to the Board on 28 May 2014 and
assumed the role of Chair on 22 March 2022.
The Chair is responsible for providing effective
leadership to the Board by setting the tone
of the Company, demonstrating objective
judgement and promoting a culture of
openness and debate. The Chair facilitates
the effective contribution of and encourages
active engagement by each Director. In
conjunction with the Company Secretary, the
Chair ensures that Directors receive accurate,
timely and clear information to assist them
with effective decision-making. The Chair
leads and acts upon the results of the formal
and rigorous annual Board and Committee
evaluation process by recognising strengths
and addressing any weaknesses of the Board.
He also ensures that the Board engages with
major shareholders and that all Directors
understand shareholder views.
Role of the Senior Independent Director
Calum Thomson is the SID. He was appointed
to the Board on 30 November 2017 and
assumed the role as SID on 22 March 2022.
The SID acts as a sounding board for the Chair
and acts as an intermediary for other Directors,
when necessary. Working closely with the Chair
of the Nomination Committee, the SID leads the
annual appraisal of the Chair’s performance.
The SID is also available to shareholders to
discuss any concerns they may have.
Directors’ and Officers’
Liability Insurance
The Company maintains insurance in respect
of Directors’ and officers’ liabilities in relation
to their acts on behalf of the Company.
The Company’s Articles of Association
provide that any Director or other officer of
the Company is to be indemnified out of the
assets of the Company against any liability
incurred by him as a Director or other officer of
the Company to the extent permitted by law.
Management of Conflicts of Interest
The Board has a procedure in place to deal
with a situation where a Director has a conflict
of interest. As part of this process, each
Director discloses other positions held and
all other conflict situations that may need
to be authorised either in relation to the
Director concerned or his or her connected
persons. The Board considers each Director’s
situation and decides whether to approve any
conflict or other external positions, taking into
consideration what is in the best interests
of the Company and whether the Director’s
ability to act in accordance with his or her
wider duties is affected.
Each Director is required to notify the
Company Secretary of any potential, or actual,
conflict situations that will need authorising by
the Board. Authorisations given by the Board
are reviewed at each Board meeting.
No Director has a service contract with the
Company, although all Directors are issued
with letters of appointment. There were no
contracts during, or at the end of the year,
in which any Director was interested.
The Company has a policy of conducting its
business in an honest and ethical manner. The
Company takes a zero-tolerance approach to
bribery and corruption, and has procedures in
place that are proportionate to the Company’s
circumstances to prevent them. The Manager
also adopts a Group-wide zero-tolerance
approach and has its own detailed policy and
procedures in place to prevent bribery and
corruption. Copies of the Manager’s anti-
bribery and corruption policies are available
on its website.
In relation to the corporate offence of failing
to prevent tax evasion, it is the Company’s
policy to conduct all business in an honest
and ethical manner. The Company takes a
zero-tolerance approach to facilitation of tax
evasion whether under UK law or under the
law of any foreign country and is committed to
acting professionally, fairly and with integrity in
all its business dealings and relationships.
Board Committees
The Board has appointed a number of
Committees, as set out below. Copies of their
terms of reference, which clearly define the
responsibilities and duties of each Committee,
are available on the Company’s website or
upon request from the Company.
The performance of the Committees and their
terms of reference are reviewed by the Board
on an ongoing basis and formally at least
annually.
Audit Committee
The Audit Committee is chaired by Calum
Thomson, who is a Chartered Accountant, and
has recent and relevant financial experience.
The Committee comprises all Non-executive
Directors, except Alan Devine who stepped
down as a member on 28 May 2023, the
ninth anniversary of his appointment as a
Board Director. The Board is satisfied that
the Committee as a whole has competence
relevant to the investment trust sector.
The Audit Committee’s Report is contained on
pages 69 to 73.
Management Engagement Committee
The Management Engagement Committee is
chaired by Yvonne Stillhart. The Committee
comprises all Non-executive Directors except
Alan Devine who stepped down as a member
on 28 May 2023, the ninth anniversary of his
appointment as a Board Director.
The main responsibilities of the Committee
include:
• Monitoring and evaluating the performance
of the Manager;
• Reviewing at least annually the continued
retention of the Manager;
• Reviewing, at least annually, the terms of
appointment of the Manager including,
but not limited to, the level and method of
remuneration and the notice period of the
Manager; and
• Reviewing the performance and
remuneration of the other key service
providers to the Company.
The Committee met once formally in respect
of the year ended 30 September 2024 to
review the performance and the terms of
appointment of the Manager. However, the
Management Engagement Committee was
heavily involved in supporting the Board
undertake due diligence on the acquisition
of the Company’s Manager by Patria.
Following the annual review of the Manager,
the Committee recommended to the Board
that the continuing appointment of the
Manager was in the best interests of the
shareholders and the Company as a whole.
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Statement continued
In reaching this decision, the Committee
considered the Company’s long-term
performance record and concluded that it
remained satisfied with the capability of the
Manager to deliver satisfactory investment
performance, that its processes are thorough
and robust, and that it employs a well-
resourced team of skilled and experienced
fund managers. In addition, the Committee is
satisfied that the Manager has the secretarial,
administrative and promotional skills required
for the effective operation and administration
of the Company.
Nomination Committee
The Nomination Committee is chaired by
Diane Seymour-Williams. The Committee
comprises all Non-executive Directors except
Alan Devine, who stepped down as a member
on 28 May 2023, the ninth anniversary of his
appointment as a Board Director.
The main responsibilities of the Committee
include:
• Regularly reviewing the structure, size
and composition (including the skills,
knowledge, experience, diversity and
gender) of the Board;
• Undertaking succession planning,
taking into account the challenges and
opportunities facing the Company and
identifying candidates to fill vacancies;
• Recruiting new Directors, undertaking open
advertising or engaging external advisers
to facilitate the search, as appropriate, with
a view to considering candidates from a
wide range of backgrounds, on merit, and
with due regard for the benefits of diversity
on the Board, taking care to ensure that
appointees have enough time available to
devote to the position;
• Ensuring that new appointees receive a
formal letter of appointment and suitable
induction and ongoing training;
• Arranging for the annual Board and
Committee performance evaluations and
ensuring that Directors are able to commit
the time required to properly discharge
their duties;
• Making recommendations to the Board as
to the position of Chair, SID and Chair of
the Nomination, Audit and Management
Engagement Committees;
• Assessing, on an annual basis, the
independence of each Director; and
• Approving the re-election of any Director,
subject to the UK Code, the AIC Code, or
the Articles of Association, at the AGM,
having due regard to their performance,
ability to continue to contribute to the
Board in the light of the knowledge, skills
and experience required and the need for
progressive refreshing of the Board.
During the year, the Committee discussed
Board succession planning and succession
planning for Alan Devine. Conflicted members
of the Nomination Committee did not
participate in any discussions around Chair
succession planning. Alan Devine did not
participate in Board Chair succession planning
discussions either.
The Company appointed Nurole Limited to
assist the Committee in Board succession
planning during the year. Nurole Limited also
assisted the Board with recruitment in 2021
but is independent of the Company and the
Board of Directors.
In association with Nurole Limited, the
Committee drafted a role profile and instigated
a search for an additional Non-executive
Director. The Committee led the process for
the search, interview and appointment of
Duncan Budge as an additional Non-executive
Director with effect from 1 February 2025.
The Committee also considered future Board
succession planning requirements over the
coming years.
Independent Auditor
Shareholders approved the reappointment
of BDO LLP as the Company’s Independent
Auditor at the AGM on 27 March 2024 and
resolutions to approve its reappointment for
the year to 30 September 2025 and to
authorise the Directors to determine its
remuneration will be proposed at the AGM on
25 March 2025.
Additional Information
Where not provided elsewhere in the Directors’
Report, the following provides the additional
information required to be disclosed by Part 15
of the Companies Act 2006.
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The Company’s policy is that the remuneration
of the Directors, all of whom are Non-executive,
should reflect the experience of the Board as
a whole and be fair and comparable to that of
other investment trusts with a similar capital
structure and similar investment objectives.
Directors are remunerated exclusively in the
form of fees, payable quarterly in arrears to the
Director personally. The fees for the Directors
are determined within the limits set out in this
Remuneration Policy and the Company’s Articles
of Association, which, following shareholder
approval at the AGM on 27 March 2025, currently
limit the aggregate of the fees payable to the
Directors to £450,000 per annum.
It is intended that the fees payable to
the Directors should reflect their duties,
responsibilities, and the value and amount of
time committed to the Company’s affairs, and
should also be sufficient to enable candidates
of a high quality to be recruited and retained.
There is no performance-related remuneration
scheme and the Directors do not receive
bonuses, pension benefits, share options,
long-term incentive schemes or other benefits,
and the fees are not specifically related to the
Directors’ performance, either individually
or collectively.
The fees for the two years ended
30 September 2024 and 2023 are set out in the
table below. Fees are reviewed annually and, if
considered appropriate, increased accordingly.
Board Position
30 September
2024
£
30 September
2023
£
Chair of the Board 78,000 74,000
Chair of Audit
Committee
1
57,000 54,000
Director 50,000 47,000
1 The Chair of the Audit Committee is also the SID. The
fees paid reflect both duties.
This Directors’ Remuneration Report
comprises three parts:
1. The Remuneration Policy, which is subject
to a binding shareholder vote every three
years (or sooner if varied during this
interval) – most recently voted on at the
AGM on 22 March 2023;
2. An Implementation Report, which is
subject to an advisory vote on the level of
remuneration paid during the year; and
3. An Annual Statement.
Company law requires the Company’s
Independent Auditor to audit certain of
the disclosures provided in the Directors’
Remuneration Report. Where disclosures have
been audited, they are indicated as such. The
Independent Auditor’s Report is included on
pages 76 to 82.
As the Company has no employees, and the
Board is comprised wholly of Non-executive
Directors, and given the size and nature of
the Company, the Board has not established
a separate Remuneration Committee. The
Directors’ Remuneration Policy and level of
Directors’ remuneration are determined by
the Nomination Committee, which is chaired
by Diane Seymour-Williams and comprises
all of the Directors, except Alen Devine,
who stepped down from the Nomination
Committee on 28 May 2023.
Remuneration Policy
The Directors’ Remuneration Policy takes into
consideration the principles of UK corporate
governance and the AIC’s recommendations
regarding the application of those principles to
investment companies.
No communication was received from
shareholders during the year regarding
Directors’ remuneration.
Directors’ Remuneration
Report
Appointment
• The Company only intends to appoint Non-
executive Directors.
• All the Directors are Non-executive and are
appointed under the terms of letters
of appointment.
• The terms of appointment provide that
Directors should retire and be subject
to election at the first AGM after their
appointment. The Company’s Articles of
Association require all Directors to retire
by rotation at least every three years.
However, notwithstanding the Articles of
Association, the Board has agreed that all
Directors should retire annually and seek
re-election at the AGM.
• Any Director newly appointed to the
Board will receive the fee applicable to
each of the other Directors at the time
of appointment together with any other
fee then currently payable in respect of
a specific role which the new Director is
to undertake for the Company.
• No incentive or introductory fees will be
paid to encourage a person to become
a Director.
• Directors are not eligible for bonuses,
pension benefits, share options, long-term
incentive schemes or other benefits.
• Directors are entitled to reimbursement
of out-of-pocket expenses incurred in
connection with the performance of their
duties, including travel expenses.
• The Company indemnifies its Directors
for all costs, charges, losses, expenses
and liabilities which may be incurred
in the discharge of duties as a Director
of the Company.
‘It is intended that
the fees payable
to the Directors
should reflect
their duties,
responsibilities
and the value
and amount of
time committed
to the Company’s
affairs.’
Diane Seymour-Williams
Chair of the Nomination Committee
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Directors’ Remuneration
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Performance, Service Contracts, Compensation and Loss of Office
• Directors’ remuneration is not subject to any performance-related fee.
• No Director has a service contract.
• No Director was interested in contracts with the Company during the period or subsequently.
• The terms of appointment provide that a Director may be removed without notice.
• There is no notice period and no provision for compensation upon early termination
of appointment, save for any arrears of fees which may be due.
• No Director is entitled to any other monetary payment or any assets of the Company.
Directors’ and officers’ liability insurance cover is maintained by the Company on behalf
of the Directors.
There has been no material changes to the Directors’ Remuneration Policy since shareholders
approved it on 23 March 2023. It is the Nomination Committee’s intention that the Remuneration
Policy to be proposed at the AGM will apply for the three-year period ending 30 September
2025.
Statement of Voting on the Directors’ Remuneration Policy at General Meetings
At the AGM held on 22 March 2023, shareholders approved the Directors’ Remuneration Policy.
Proxy votes of 99.87% were cast in favour of the resolution and 0.13% were cast against.
The Remuneration Policy will be subject to shareholder vote at the AGM in March 2026.
Implementation Report
Review of Directors’ Fees
Subsequent to the financial year-end, the Nomination Committee carried out a review of the
level of Directors’ fees, which included consideration of fees paid by comparable investment
trusts and the sector as a whole.
During discussions, the Nomination Committee recommended that the Chair of the Board
is paid £81,000 per annum, the Chair of the Audit Committee and SID is paid £59,000 per
annum, and Non-executive Directors are paid £52,000 per annum. The Board accepted the
recommendation and the fees are payable with effect from 1 October 2024.
The Nomination Committee was not provided with advice or services by any person in respect
of its consideration of the Directors’ remuneration.
Company Performance
The graph below shows the share price and NAV TR (assuming all dividends are reinvested) to
ordinary shareholders compared to the total return from the FTSE All-Share Index for the ten-
year period to 30 September 2024 (rebased to 100 at 30 September 2014). This index was chosen
for comparison purposes only.
2014 2015 2016 2017 2018 20242021 2022 20232019 2020
0
200
250
100
50
150
300
350
400
450
Total Return from
FTSE All-Share Index
PPET Share Price Total Return
FTSE All-Share Index
Statement of Voting on the Directors’ Remuneration Report at General Meeting
At the AGM held on 27 March 2024, shareholders approved the Directors’ Remuneration Report
in respect of the year ended 30 September 2024. Proxy votes of 99.86% were cast in favour of
the resolution and 0.14% were against.
A resolution to approve the Directors’ Remuneration Report in respect of the year ended
30 September 2024 will be proposed at the AGM.
Spend on Pay
The table below shows the actual expenditure during the year in relation to Directors’
remuneration, other expenses and shareholder dividends.
30 September
2024
£
30 September
2022
£
Change
%
Aggregate Director’s Remuneration 285,000 269,000 5.9%
Management and other expenses 12,681,000 12,447,000 1.9%
Dividends paid to shareholders 25,721,000 24,600,000 4.6%
This disclosure is a statutory requirement. However, the Directors consider that this comparison
is not meaningful as (a) the Company has no employees, and (b) its objective is to provide
shareholders with long-term capital growth, and the dividends form only a small part of total
shareholders’ returns.
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Audited Information
Directors’ Remuneration
The Directors who served during the year received the following emoluments in the form of fees.
Director
Year ended
30 September
2024
Year ended
30 September
2023
Dugald Agble 50,000 47,000
Alan Devine 78,000 74,000
Diane Seymour-Williams 50,000 47,000
Yvonne Stillhart 50,000 47,000
Calum Thomson 57,000 54,000
Total 285,000 269,000
The above amounts exclude any employers’ national insurance contributions, if applicable. All
fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change
takes place during a financial year. There were no payments to third parties included in the fees
referred to in the table above. No other forms of remuneration were received by the Directors.
Annual Percentage Change in Directors’ Remuneration (Unaudited)*
The table below sets out the annual percentage change in Directors’ remuneration for the past
five years.
Director
Year ended 30 September
2024 2023 2022 2021
Fees % Fees % Fees % Fees %
Dugald Agble¹ 6.4 6.8 3.5 n/a
Alan Devine² 5.4 14.7 21.9 nil
Diane Seymour-Williams 6.4 6.8 3.5 nil
Yvonne Stillhart¹ 6.4 4.4 3.4 n/a
Calum Thomson³ 5.6 10.1 5.5 nil
1 Appointed as a Director on 1 September 2021.
2 Appointed as Chair on 22 March 2022.
3 Appointed as SID on 22 March 2022.
* The above percentage movements assume that each Director has served a full year with respect of their salary entitlement
for that period.
The Board considers that the increased fees are reflective of the increased workloads and that
the current levels of remuneration for each Director is appropriate and in line with market level.
Directors’ Interests in the Company
The Directors are not required to have a shareholding in the Company. The Directors (including
their connected persons) at 30 September 2024 and 30 September 2023 had no interest in the
share capital of the Company other than those interests, all of which are beneficial, shown in the
following table.
Director
Year ended
30 September
2024
Ordinary Shares
Year ended
30 September
2023
Ordinary Shares
Dugald Agble 1,400 1,400
Alan Devine 14,695 14,264
Diane Seymour-Williams 31,500 31,500
Yvonne Stillhart 4,000 4,000
Calum Thomson 13,700 13,700
Since the financial year end, Yvonne Stillhart has purchased an additional 6,566 Ordinary Shares
and Alan Devine has purchased an additional 224 Ordinary Shares in the capital of the Company
through the Dividend Reinvestment Scheme.
There have been no other changes to the Directors’ interests in the share capital of the Company
since the year-end up to the date of approval of this Annual Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, it is
confirmed that the above Remuneration Report summarises, as applicable, for the year to
30 September 2024:
• The major decisions on Directors’ remuneration;
• Any substantial changes relating to Directors’ remuneration made during the year; and
• The context in which the changes occurred and decisions have been taken.
Diane Seymour-Williams
Chair of the Nomination Committee
29 January 2025
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Audit Committee Report
I am pleased to present the Audit Committee
Report for the year ended 30 September 2024.
The Audit Committee comprises myself,
as Chair, and all of the Independent Non-
executive Directors except the Chair of the
Board. Further details on the composition of
the Audit Committee are set out on page 64.
Role of the Audit Committee
The principal objective of the Audit Committee
is to assist the Board in relation to the reporting
of financial information, the review of financial
controls and the management of risk.
The Committee has defined terms of
reference, which are reviewed and reassessed
for their adequacy on at least an annual basis.
The Committee’s terms of reference are
published on the Company’s website and are
available from the Company on request.
Main Functions of the Audit Committee
The Committee’s main functions are:
• To review and monitor the internal control
systems and risk management systems
(including review of non-financial risks) on
which the Company is reliant (the Directors’
statement on the Company’s internal
controls and risk management is set
out below);
• To consider whether there is a need
for the Company to have its own internal
audit function;
• To monitor the integrity of the half-yearly
and annual Financial Statements of the
Company and any formal announcements
relating to the Company’s financial
performance, by reviewing, and challenging
where necessary, the actions and
judgements of the Manager;
• To review, and report to the Board on, the
significant financial reporting issues and
judgements made in connection with the
preparation of the Company’s Financial
Statements, half-yearly financial reports,
any formal announcements relating to the
Company’s financial performance;
• To review the content of the Annual
Report and advise the Board on whether,
taken as a whole, it is fair, balanced
and understandable, and provides the
information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy;
• To review and challenge the assessment of
going concern and viability statement;
• To meet with the Independent Auditor
(the ‘Auditor’) to review the proposed
audit programme of work and the findings
of the Auditor. The Committee shall also
use this as an opportunity to assess the
effectiveness of the audit process;
• To develop and implement policy on the
engagement of the Auditor to supply
non-audit services. Non-audit fees paid to
the Auditor during the year under review
amounted to £nil (2023: £nil). All non-audit
services must be approved in advance by
the Audit Committee and will be reviewed
in the light of relevant guidance
and statutory requirements regarding
the provision of non-audit services by
the external audit firm, and the need to
maintain the Auditor’s independence;
• To make recommendations to the Board in
relation to the appointment of the Auditor
and to approve the remuneration and terms
of engagement of the Auditor; and
• To monitor and review the Auditor’s
independence, objectivity, effectiveness,
resources and qualification, taking into
consideration relevant UK professional
and regulatory requirements.
The Committee also reviews the Manager’s
whistleblowing procedures.
The Committee has direct access to
the Company’s Auditor, BDO LLP, and
representatives of BDO attend Committee
meetings from time to time.
‘The Audit
Committee
reviewed Patria’s
approach to
internal control and
risk management
as part of the
Board’s due
diligence.’
Calum Thomson
Chair of the Audit Committee
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Activities During the Year
The Audit Committee met four times during the financial year ended 30 September 2024.
Meeting Audit Committee activity
October 2023 • The Financial Reporting Council’s (‘FRC’) Review of BDO LLP’s audit of the Company for the year ended 30 September 2022.
• Review of the Manager’s valuation process and procedures, and the valuation of the portfolio as at 30 June 2023.
• Discussion on the FCA review into valuations in private markets.
January 2024 • Review of the Annual Report.
• Review of report from the external auditor.
• Review of the external auditor’s performance and audit quality.
• Review of principal risks and uncertainties.
• Review of control environment and internal control reports.
• Review of Manager’s whistleblowing policy (abrdn).
• Review of going concern and viability.
• Review of risk appetite statements.
• Review of corporate governance arrangements.
• Review of capital: revenue split.
• Review of the Manager’s valuation processes and procedures, and the valuation of the portfolio as at 30 September 2023.
May 2024 • Review of the Manager’s valuation processes and procedures, and the valuation of the portfolio as at 31 December 2023.
• Deep dive into PPET’s co-investment valuation processes and procedures.
• Deep dive into the valuation processes and procedures of PPET’s largest investment.
June 2024
• Review of Half-Yearly Report.
• Review of the external auditor’s audit plan.
• Review of principal and emerging risks.
• Review of going concern.
• Review of control environment and internal control reports (abrdn).
• Review of Manager’s whistleblowing policy (Patria).
• Presentation from Patria internal audit.
• Deep dive into the Manager’s valuation processes.
• Review of the Manager’s valuation processes and procedures, and the valuation of the portfolio as at 31 March 2024.
The Audit Committee also supported the Board’s due diligence activity on the acquisition of the Manager by Patria, including a review of its internal control processes and risk management framework.
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The principal issues considered by the Committee were as follows:
Significant issue How the issue was addressed
Valuation of unquoted
investments
The Company’s accounting policy for valuing unquoted investments is set out in Note 1(c) to the Financial Statements on page 87. The Audit Committee reviewed and
challenged the valuations prepared by the Manager, taking account of the latest available information about the Company’s investments, the Manager’s knowledge of the
underlying investments through its participation on fund advisory boards and comparison to current market data where appropriate. The Audit Committee satisfied itself that
the valuation of investments had been carried out consistently with prior periods and in accordance with published industry guidelines.
The Auditors, with the agreement of the Audit Committee, also attended the Manager’s Local Valuation Committee meeting on 13 December 2024 at which the valuations
received from the underlying managers were challenged. The Audit Committee received comfort from BDO LLP that it had not identified any material adjustments to the
Manager’s valuations of PPET’s underlying assets.
Over-commitment
risk
The Board considers and monitors commitments and the risk of over-commitment at all Board meetings. The Audit Committee reviewed how the Company’s commitment
risks and cash flow had been managed over the course of the financial year and expectations for the future, and also reviewed the future cash flow projections prepared by
the Manager. In particular, the Audit Committee considered and questioned the underlying assumptions as to outflows and inflows, based on the Manager’s knowledge of
developments at the underlying funds and historical accuracy of the model in projecting cash flow. The Audit Committee also considered the Auditors’ work and conclusions
in this area. In particular, the Auditors were requested to challenge the Manager’s calculation of commitments. The Auditors tested the stress scenarios relating to the cash
flow forecast and challenged the Manager to provide explanations relating to additional stress scenarios. No adjustments were found to be necessary.
Going concern
and long-term viability
The Committee considered the Company’s financial requirements and viability for the forthcoming year, taking into account the Company’s performance and financial position
as at 30 September 2024. The Committee reviewed the assessment of viability, and challenged the assumptions made. In addition, the stress testing applied to the viability
statement was challenged and reviewed. As a result of this assessment, the Committee concluded that the Company had adequate resources to continue in operation and
meet its liabilities as they fall due. Related going concern and long-term viability disclosures are set out on pages 58 and 20.
Fair, balanced and
understandable
The Audit Committee, when considering the draft Annual Report and Financial Statements for the year ended 30 September 2024, concluded that taken as a whole, it is fair,
balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. In
reaching this conclusion, the Committee has assumed that the reader of the Annual Report and Financial Statements would have a reasonable knowledge of the investment
industry in general and of investments trusts in particular.
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Significant issue How the issue was addressed
Internal controls
and risk
management
The Board, via the Audit Committee, confirms that there is an ongoing process for identifying, evaluating and managing the Company’s significant business and operational
risks, that has been in place for the year ended 30 September 2024 and up to the date of approval of the Annual Report. The process is regularly reviewed by the Board and
accords with the FRC’s guidance on internal controls.
The Board has overall responsibility for ensuring that there is a system of internal controls and risk management in place, and a process for reviewing its effectiveness. Day-
to-day measures have been delegated to the Manager with an effective process of reporting to the Board for supervision and control. The system of internal controls and
risk management is designed to meet the Company’s particular needs and the risks to which it is exposed. Accordingly, the system of internal control and risk management
is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and, by its nature, can only provide reasonable and not absolute assurance
against material misstatement or loss.
The design, implementation and maintenance of controls and procedures to safeguard the assets of the Company and to manage its affairs properly extends to operational
and compliance controls and risk management. The Board, via the Audit Committee, considers the potential cause and possible effect of the risk as well as reviewing the
controls in place to mitigate them.
Clear lines of accountability have been established between the Board and the Manager. The Board and Audit Committee receive regular reports covering key performance
and risk indicators, and consider control and compliance issues brought to its attention. In carrying out its review, the Board has had regard to the activities of Patria, including
its internal audit and compliance functions, and the Auditor.
The Board, via the Audit Committee, has reviewed the Patria process for identifying and evaluating the significant risks faced by the Company and the policies and
procedures by which these risks are managed. The Board has also reviewed the effectiveness of Patria’s system of internal control, including its Type 1 annual internal
controls report prepared in accordance with the International Auditing and Assurance Standards Board’s International Standard on Assurance Engagements (‘ISAE’) 3402,
‘Assurance Reports on Controls at a Service Organisation’. The Audit Committee acknowledged that BDO has been appointed by the Manager to provide an assurance report
on the system description, design, and implementation of its controls and discussed the potential conflict of interest.
Risks are identified and documented through the Manager’s risk management framework. Risk is considered in the context of the FRC’s guidance on internal controls and
includes financial, regulatory, market, operational and reputational risk. This helps the internal audit risk assessment model identify its areas of review. Any weaknesses
identified are reported to the Board and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored
and feedback provided to the Board.
A number of components in place to support the internal control environment are outlined below:
• Written agreements are in place which specifically define the roles and responsibilities of the Manager and other third-party service providers;
• The Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on adherence to these issues, including
performance statistics and investment valuations, are regularly submitted to the Board;
• The Manager prepares forecasts and management accounts, which allow the Board to assess the Company’s activities and review its performance; the emphasis is on
obtaining the relevant degree of assurance and not merely reporting by exception;
• As a matter of course Patria’s internal audit and compliance departments continually review the Manager’s operations using a risk based approach; and
• Bi-annually, the Audit Committee carries out an assessment of internal controls by considering documentation from Patria, including the internal audit and compliance
functions and reports to the Board on its conclusions.
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Significant issue How the issue was addressed
Internal controls
and risk management
continued
The Board, via the Audit Committee, has considered the need for an internal audit function. However, the Company has no employees and the day-to-day management of
the Company’s assets has been delegated to Patria, which has its own compliance and internal control systems. The Board has therefore decided to place reliance on those
systems and internal audit procedures, and has concluded that it is not necessary for the Company to have its own internal audit function.
No significant weaknesses in the control environment were identified. The Committee, therefore, concluded that there were no significant issues which are required to be
reported to the Board.
External Audit
The Committee monitors and reviews the
effectiveness of the external audit process
for the publication of the Annual Report and
makes recommendations to the Board on
the reappointment, remuneration and terms
of engagement of the Auditor.
Audit Fees
The audit fee incurred for the review of the
2024 Annual Report and Audit was £92,500
(30 September 2023: £84,000). In 2022,
BDO had proposed a substantially increased
fee. However, following agreement with the
Committee, it was agreed that fee increases
would be staggered over three years. This is
the second year of a three-year agreement of
staggered increases in fees.
Review of Independent Auditor
The Audit Committee meets at least twice a
year with the Auditor. The Auditor provides a
planning report in advance of the annual audit
and a report on the annual audit.
The Audit Committee has an opportunity to
question and challenge the Auditor in respect
of each of these reports. In addition, at least
once a year, the Audit Committee has an
opportunity to discuss any aspect of the
Auditor’s work with the Auditor in the absence
of the Manager. After each audit, the Audit
Committee reviews the audit process and
considers its effectiveness.
The Audit Committee has reviewed the
effectiveness of BDO, including:
• Independence – the Auditor discusses with
the Audit Committee, at least annually, the
steps it takes to ensure its independence
and objectivity, and makes the Committee
aware of any potential issues, explaining all
relevant safeguards.
• Quality of audit work – including the
ability to resolve issues in a timely manner
(identified issues are satisfactorily and
promptly resolved), its communications/
presentation of outputs (the explanation
of the audit plan, any deviations from it
and the subsequent audit findings are
comprehensive and comprehensible), and
working relationship with management (the
Audit Committee believes that the Auditor
has a constructive working relationship with
the Manager).
• Quality of people and service – including
continuity and succession plans (the audit
team is made up of sufficient, suitably
experienced staff with provision made for
knowledge of the investment trust sector
and consistency in the team on the periodic
rotation of the audit partner).
• Fees – including current and proposed fees
for future years.
As reported last year, the FRC selected the
Company’s 2022 year-end audit for detailed
review. The Audit Committee discussed
the findings and is satisfied that the
recommendations identified by the FRC were
appropriately addressed in the 2023 and 2024
audit processes.
The Audit Committee discussed the findings
of the FRC’s recent Audit Quality Report on
the quality of other audits performed by BDO.
The Audit Committee was disappointed that
the FRC had recommended that BDO must
significantly improve its audit quality. The
Audit Committee questioned the audit team on
any particular areas of the findings which had
caused them to change their audit approach or
was relevant to the audit of the Company. The
Audit Committee is satisfied that none of the
shortcomings identified are directly relevant to
the audit of the Company.
The Independent Auditor’s report is included
on pages 76 to 82.
Tenure of the Auditor
BDO was initially appointed as the Company’s
Independent Auditor on 24 August 2018.
In accordance with present professional
guidelines the audit partner is rotated after
no more than five years. Mr Chris Meyrick was
approved by the Audit Committee to lead the
Company’s audit during the financial year to
30 September 2023. This is the second year
that Mr Meyrick has lead the Company’s audit.
In accordance with the Statutory Audit
Services Order 2014, issued by the
Competition and Markets Authority (‘CMA
Order’), a competitive audit tender must
be carried out at least every ten years. The
Company is therefore required to carry out
an audit tender no later than in respect of the
financial year ending 30 September 2028.
The Audit Committee is satisfied that BDO
is independent and therefore supports
the recommendation to the Board that the
reappointment of BDO be put to shareholders
for approval at the 2025 AGM.
Calum Thomson
Chair of the Audit Committee
29 January 2025
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Directors’ Responsibility Statement
The Directors are responsible for preparing the
Annual Report and the financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice, the
requirements of the Companies Act 2006 and
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law the Directors have elected
to prepare the financial statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable
law) including FRS 102 ‘The Financial
Reporting Standard applicable in the UK
and Republic of Ireland’. Under company law
the Directors must not approve the financial
statements unless they are satisfied that they
give a true and fair view of the state of affairs
of the Company and of the profit or loss for the
Company for that period.
In preparing these Financial Statements, the
Directors are required to:
• Select suitable accounting policies and
then apply them consistently;
• Make judgements and accounting
estimates that are reasonable and prudent;
• State whether they have been prepared in
accordance with applicable UK Accounting
Standards, subject to any material
departures disclosed and explained
in the Financial Statements;
• Prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the Company
will continue in business; and
• Prepare a Directors’ Report, a Strategic
Report and Directors’ Remuneration Report
which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions, and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that the Financial Statements comply with the
Companies Act 2006.
They are also responsible for safeguarding
the assets of the Company and hence for
taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for ensuring that
the Annual Report and Accounts, taken as a
whole, are fair, balanced and understandable,
and provides the information necessary
for shareholders to assess the Company’s
position and performance, business
model and strategy.
Website Publication
The Directors are responsible for ensuring the
Annual Report and the Financial Statements
are made available on a website. Financial
Statements are published on the Company’s
website in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of Financial Statements,
which may vary from legislation in other
jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the
Financial Statements contained therein.
Directors’ Responsibilities Pursuant
to DTR4
The Directors confirm to the best of their
knowledge:
• the Financial Statements have been
prepared in accordance with applicable
accounting standards and give a
true and fair view of the assets, liabilities,
financial position and profit and loss
of the Company; and
• the Annual Report includes a fair review of
the development and performance of the
business and the financial position of the
Company, together with a description of
the principal risks and uncertainties that
the Company faces.
On behalf of the Board
Alan Devine
Chair of the Board
29 January 2025
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Financial
Statements
Financial
Statements
In this section:
Independent Auditor’s Report
to the Members of Patria Private
Equity Trust plc 76
Statement of Comprehensive Income 83
Statement of Financial Position 84
Statement of Changes in Equity 85
Statement of Cash Flows 86
Notes to the Financial Statements 87
p84
Statement of Financial Position
p87
Notes to the Financial Statements
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Independent Auditor’s Report to the Members
of Patria Private Equity Trust plc
Opinion on the Financial Statements
In our opinion the financial statements:
• Give a true and fair view of the state of the Company’s affairs as at 30 September 2024 and
of its profit for the year then ended;
• Have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• Have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Patria Private Equity Trust PLC (the ‘Company’) for
the year ended 30 September 2024 which comprise the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and
Notes to the Financial Statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Directors
on 24 August 2018 to audit the financial statements for the year ended 30 September 2018
and subsequent financial periods. The period of total uninterrupted engagement including
retenders and reappointments is seven years, covering the years ended 30 September 2018 to
30 September 2024. We remain independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. The non-audit services prohibited
by that standard were not provided to the Company.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt
the going concern basis of accounting included evaluating the appropriateness of Directors’
method of assessing the going concern including cash flow modelling, and stress testing
performed, further details of which, including our challenge, are included in the key audit
matters section below.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
2024 2023
Key audit matters Valuation and ownership of investments Yes Yes
Unfunded commitments and cash flow modelling Yes Yes
Materiality Company’s financial statements as a whole
£11,921,000 (2023: £11,900,000) based on 1% (2023: 1%) of net assets.
An Overview of the Scope of Our Audit
Our audit was scoped by obtaining an understanding of the Company and its environment,
including the Company’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the Directors that
may have represented a risk of material misstatement.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter How the scope of our audit addressed the key audit matter
Valuation and ownership
of investments:
(Note 1(c) on page 87 and
Note 9 on page 94)
All the company’s investments are held in private equity
funds and direct investments into private companies
alongside private equity managers (‘co-investments’).
There is a level of estimation uncertainty and judgement
involved in valuing the investments, including the use of
information provided by the underlying general partner
(‘GP’) and any adjustments made by the manager,
as such, there is a significant risk over the valuation
of these investments.
In addition, the Investment Manager’s fee is based on
the value of the net assets of the fund. As the Investment
Manager is able to make adjustments to the underlying
valuations, there is a potential risk of overstatement of
investment valuations.
There is also a risk of error in the recording of the
investment holdings such that those recorded do
not appropriately reflect the investments owned by
the Company.
Due to all of these reasons, the valuation and ownership
of investments was considered to be a key audit matter.
We responded to this matter by performing the following procedures:
• Considered the appropriateness of the valuation policies to determine if they are in line with the
International Private Equity and Venture Capital Valuation (‘IPEV’) Guidelines.
• We performed walkthroughs of the investment manager’s internal process and obtained an
understanding of the design and implementation of controls in place in relation to the valuation
of investments.
• Considered the appropriateness of the valuation policies to determine if they are in line with the
International Private Equity and Venture Capital Valuation (‘IPEV’) Guidelines.
• We attended the Valuation Committee meeting held on 13 December 2024 to assess how the members
of the Committee challenge the valuation determined.
• We tested investments representing 99% of the total population of investments by value. For those
tested we:
‒ Performed a risk assessment to ensure our testing was appropriately tailored to the specific risk
characteristics of those investments.
‒ Compared the year-end valuations per the accounting records to the capital statements received
from the private equity managers of the underlying funds. Where a coterminous capital statement
was not available, we agreed the cash roll forward from the most recent available to transactions in
that period and reviewed management’s assessment of other potential movements in that period.
‒ Reviewed management’s assessments of the capital statements provided by the private equity
managers to assess their appropriateness in determining the fair value of the Company’s investments.
‒ Considered the need for the Investment Manager to adjust the underlying valuations for specific
cases, such as carried interest, and agreed these adjustments to the underlying support.
‒ Assessed the appropriateness of the valuations provided by the underlying general partners and
the reliability of the capital statement of net asset value through back testing to audited accounts
by comparing the audited net asset value to the coterminous capital statement. We also assessed
whether those audited financial statements provided are an appropriate reflection of fair value by
considering the accounting policies, conclusions in the audit reports and the auditors providing the
reports. Where audited accounts of the underlying investments were not available, we designed and
performed procedures to address the specific risk of each investment.
‒ Reviewed the year end capital statements prepared by the private equity managers for any possible
inconsistent information pertaining to the valuations.
We obtained direct confirmation from the depositary regarding all investments held at the year-end date.
Key Observations
Based on our procedures performed we did not identify any matters to suggest the valuation or ownership
of investments was not appropriate.
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Key audit matter How the scope of our audit addressed the key audit matter
Unfunded commitments
and cash flow modelling:
(Note 16 on page 97)
The Board has taken the decision to make commitments
to new fund investments which are greater than the
current cash and committed credit facilities. As private
equity funds generally call monies over a period of
years, whilst the Company is making investments, the
drawdowns for funds which are investing should be
offset by the more mature funds which are realising their
investments and distributing cash back to the Company.
To reduce the risk of having an obligation to pay out
more cash than is in the bank or on short-term deposit
on any particular day, a committed, multi-currency
revolving credit facility was arranged.
The Investment Manager monitors the Company’s ongoing cash requirements by the use of cash
flow modelling and reports to the Board on a regular basis. We have reviewed this and the underlying
assumptions by performing the following procedures:
• We reviewed the accuracy of the model including the commitment balances and valuations in the
model by agreeing the commitments to the general partners’ statements; and the valuations to the work
performed on valuation of investments.
• We reviewed the model for timing and accuracy of projected commitments and tested the likelihood of
anticipated drawdowns based on historic experience.
• We agreed inputs in the model to third party general partners’ statements where appropriate.
• We tested the reasonableness of the forecasted dividends to be paid by the Company by confirming the
sufficiency of the cash reserves and cash surplus from the forecasts.
• We performed sensitivity on the cash flow model by assuming accelerated drawdowns of the total
amount of outstanding commitments as well as lower realisations from investment disposals.
• We have agreed the facility terms to the facility agreement in effect at the year end and confirmed the
year-end balance on this facility with the third-party provider.
• We have agreed the facility terms to the facility agreement extended subsequent to the year end that
extended the facility by three years and increased the amount available from £300 million to £400
million.
Key Observations
Based on our procedures performed we did not identify any matters to suggest that the unfunded
commitments and cash flow modelling was not appropriate.
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Our Application of Materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Company financial statements
2024 2023
Materiality £11,921,000 £11,900,000
Basis for determining materiality 1% of net assets
Rationale for the benchmark applied In setting materiality, we considered the nature and composition of the investment portfolio and determined that a benchmark
of 1% of net assets is most appropriate.
Performance materiality £8,940,700 £8,900,000
Basis for determining performance materiality 75% of materiality
Rationale for the percentage applied for performance materiality The level of performance materiality applied was set after having considered a number of factors including
the expected total value of known and likely misstatements and the level of transactions in the year.
Reporting Threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £596,000 (2023: £590,000). We also agreed to report differences below this threshold
that, in our view, warranted reporting on qualitative grounds.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
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Corporate Governance Statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate.
Other Code provisions • Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems; and
• The section describing the work of the audit committee.
Other Companies Act 2006 Reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the
financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements
in the strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Matters on which we
are required to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
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Responsibilities of Directors
As explained more fully in the Directors’ responsibility statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Extent to Which the Audit Was Capable of Detecting Irregularities, Including Fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with Laws and Regulations
• We gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which it operates;
• We considered the risk of the Company acting in ways which are contrary to applicable laws and regulations, including fraud. These included but were not limited to the Companies Act 2006,
the UK Listing rules, the DTR rules, the principles of the UK Corporate Governance Code, FRS 102, and UK tax legislation. We also considered the Company’s qualification as an Investment Trust
under UK tax legislation as any non-compliance of this would lead to the Company losing various deductions and exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying supporting documentation;
• Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
• Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations;
• Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain their Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statement to material misstatement, including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
‒ Detecting and responding to the risks of fraud; and
‒ Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.
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Based on our risk assessment, we considered the areas most susceptible to be management override of controls and valuation of investments.
Our procedures in respect of the above included:
• The procedures set out in the Key Audit Matters section above to the extent that they relate to the fraud risks;
• Review and consideration of the appropriateness of adjustments made in the preparation of the financial statements;
• Review of estimates and judgements applied by management in the financial statements to assess their appropriateness and the existence of any systematic bias; and
• Review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in
the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of Our Report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Edinburgh, UK
29 January 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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Statement of Comprehensive Income
For the year ended
30 September 2024
For the year ended
30 September 2023
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Total capital gains on investments 9 – 38,353 38,353 – 70,562 70,562
Currency gains/(losses) 14 – 4,251 4,251 – (60) (60)
Income 2 6,903 – 6,903 9,645 – 9,645
Investment management fee 3 (571) (10,841) (11,412) (561) (10,652) (11,213)
Administrative expenses 4 (1,269) – (1,269) (1,234) – (1,234)
Profit before finance costs and taxation 5,063 31,763 36,826 7,850 59,850 67,700
Finance costs 5 (482) (8,481) (8,963) (332) (5,821) (6,153)
Profit before taxation 4,581 23,282 27,863 7, 518 54,029 61,547
Taxation 6 (1,329) 14 (1,315) (1,462) 878 (584)
Profit after taxation 3,252 23,296 26,548 6,056 54,907 60,963
Earnings per share – basic and diluted 8 2.13p 15.25p 17.38p 3.94p 35.71p 39.65p
The Total columns of this statement represents the profit and loss account of the Company.
There are no items of other comprehensive income, therefore this statement is the single statement of comprehensive income of the Company.
All revenue and capital items in the above statement are derived from continuing operations.
No operations were acquired or discontinued in the year.
The dividend which has been recommended based on this Statement of Comprehensive Income is 16.80p (2023: 16.00p) per Ordinary Share.
The accompanying notes form an integral part of these Financial Statements.
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Statement of Financial Position
As at 30 September 2024 As at 30 September 2023
Notes £’000 £’000 £’000 £’000
Non-current assets
Investments 9 1,177,106 1,261,995
1,177,106 1,261,995
Current assets
Receivables 10 130,147 30,117
Cash and cash equivalents 28,358 9,436
Total current assets 158,505 39,553
Current liabilities
Payables 11 (3,704) (5,022)
Revolving credit facility 12 (139,803) (100,883)
Net current assets/(liabilities) 14,998 (66,352)
Total assets less current liabilities 1,192,104 1,195,643
Capital and reserves
Called-up share capital 13 307 307
Share premium account 14 86,485 86,485
Special reserve 14 51,503 51,503
Capital redemption reserve 14 94 94
Capital reserves 14 1,053,715 1,057,254
Revenue reserve 14 – –
Total shareholders’ funds 1,192,104 1,195,643
Net assets per equity share 15 780.1p 777.7p
The accompanying notes form an integral part of these Financial Statements.
The Financial Statements of Patria Private Equity Trust plc (formerly known as abrdn Private Equity Opportunities Trust plc), registered number
SC216638, on pages 83 to 103 were approved and authorised for issue by the Board of Directors on 29 January 2025 and were signed on its
behalf by Alan Devine, Chair.
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Statement of Changes in Equity
For the year ended 30 September 2024
Notes
Called-up
share
capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 October 2023 307 86,485 51,503 94 1,057,254 – 1,195,643
Profit after taxation – – – – 23,296 3,252 26,548
Dividends paid 7 – – – – (21,927) (3,252) (25,179)
Repurchase of shares
into treasury – – – – (4,909) – (4,909)
Balance at
30 September 2024 13, 14 307 86,485 51,503 94 1,053,715 – 1,192,104
For the year ended 30 September 2023
Notes
Called-up
share
capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 October 2022 307 86,485 51,503 94 1,019,663 – 1,158,052
Profit after taxation – – – – 54,907 6,056 60,963
Dividends paid 7 – – – – (17,316) (6,056) (23,372)
Balance at
30 September 2023 13, 14 307 86,485 51,503 94 1,057,254 – 1,195,643
The accompanying notes form an integral part of these Financial Statements.
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Statement of Cash Flows
For the year ended
30 September 2024
For the year ended
30 September 2023
Notes £’000 £’000 £’000 £’000
Cash flows from operating activities
Profit before taxation 27,863 61,547
Adjusted for:
Finance costs 5 8,963 6,153
Gains on disposal of investments 9 (82,804) (112,726)
Revaluation of investments 9 44,129 41,864
Currency (gains)/losses 14 (4,251) 60
(Increase)/decrease in non-investment related debtors (108) 241
(Decrease)/increase in creditors (1,035) 880
Tax deducted from non-UK income 6 (1,315) (584)
Net cash outflow from operating activities (8,558) (2,565)
Investing activities
Purchase of investments 9 (157,648) (189,446)
Purchase of secondary investments 9 (6,065) (3,857)
Distributions of capital proceeds by investments 9 143,595 141,555
Receipt of proceeds from disposal of investments 9 43,725 22,955
Net cash inflow/(outflow) from investing activities 23,607 (28,793)
Financing activities
Revolving credit facility – amounts drawn 12 82,954 60,239
Revolving credit facility – amounts repaid 12 (39,810) (19,893)
Interest and commitment fees paid (8,266) (6,461)
Ordinary dividends paid 7 (25,179) (23,372)
Repurchase of shares into treasury (4,909) –
Net cash inflow from financing activities 4,790 10,513
Net increase/(decrease) in cash and cash equivalents 19,839 (20,845)
Cash and cash equivalents at the beginning of the year 9,436 30,341
Currency losses on cash and cash equivalents (917) (60)
Cash and cash equivalents at the end of the year 28,358 9,436
Cash and cash equivalents consist of:
Cash 28,358 9,436
Cash and cash equivalents 28,358 9,436
The accompanying notes form an integral part of these Financial Statements.
Included in profit before taxation is dividends received from investments of £4,527,000 (2023: £3,532,000), interest received from investments of
£1,791,000 (2023: £5,519,000) and interest received from cash balances of £586,000 (2023: £594,000).
Included in interest and commitment fees paid is interest paid of £6,989,000 (2023: £4,787,000) and commitment fees paid of £1,277,000
(2023: £1,674,000).
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Notes to the Financial Statements
1 Accounting Policies
(a) Basis of Accounting
The Financial Statements have been prepared in accordance with the Companies Act 2006, Financial Reporting Standard 102 and with the
Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts, (the ‘SORP’), updated
in July 2022. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The Financial
Statements have been prepared on a going concern basis. The Directors believe that this is appropriate for the reasons outlined in the Directors’
Report on page 74. The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the
current and prior year.
Rounding is applied to the disclosures in these Financial Statements, where considered relevant.
(b) Revenue, Expenses and Finance Costs
Dividends and income from unquoted investments are included when the right to receipt is established, which is the notice value date. Dividends
are accounted for as revenue in the Statement of Comprehensive Income. Interest receivable is dealt with on an accruals basis.
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the Statement of Comprehensive
Income except as follows:
• Transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Statement of Comprehensive
Income; and
• The Company charges 95% of investment management fees and finance costs to capital, in accordance with the Board’s expected long-term
split of returns between capital gains and income from the Company’s investment portfolio. Bank interest expense has been charged wholly
to revenue.
(c) Investments
Investments have been designated upon initial recognition as fair value through profit or loss as detailed below. On the date of making a legal
commitment to invest in a fund or co-investment, such commitment is recorded and disclosed. When funds are drawn in respect of these
commitments, the resulting investment is recognised in the Financial Statements. The investment is removed when it is realised or when the
investment is wound up. Gains and losses arising from changes in fair value are included as a capital item in the Statement of Comprehensive
Income and are ultimately recognised in the capital reserves.
Unquoted investments are stated at the Directors’ estimate of fair value and follow the recommendations of the European Private Equity & Venture
Capital Association (‘EVCA’) and the British Private Equity & Venture Capital Association (‘BVCA’). The estimate of fair value is normally the latest
valuation placed on an investment by its manager as at the Statement of Financial Position date. The valuation policies used by the manager in
undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, ‘International Private Equity and Venture
Capital Valuation guidelines’. Where formal valuations are not completed as at the Statement of Financial Position date, the last available valuation
from the Manager is adjusted for any subsequent cash flows occurring between the valuation date and the Statement of Financial Position date.
The Company’s Manager may further adjust such valuations to reflect any changes in circumstances from the last manager’s formal valuation date
to arrive at the estimate of fair value.
For listed investments, which were actively traded on recognised stock exchanges, fair value is determined by reference to their quoted bid prices
on the relevant exchange as at the close of business on the last trading day of the Company’s financial year.
(d) Dividends Payable
Dividends are recognised in the period in which they are paid.
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1 Accounting Policies continued
(e) Capital and Reserves
Share Premium – The share premium account represents the premium above nominal value received by the Company on issuing shares net of
issue costs.
Special Reserve – Court approval was given on 27 September 2001 for 50% of the initial premium arising on the issue of the Ordinary Share capital
to be cancelled and transferred to a special reserve. The reserve is a distributable reserve and may be applied in any manner as a distribution,
other than by way of a dividend.
Capital Redemption Reserve – This reserve is used to record the amount equivalent to the nominal value of any of the Company’s own shares
purchased and cancelled in order to maintain the Company’s capital.
Capital Reserve – Gains/(Losses) on Disposal – Represents gains or losses on investments realised in the period that have been recognised in
the Statement of Comprehensive Income, in addition to the transfer of any previously recognised unrealised gains or losses on investments within
‘Capital reserve – revaluation’ upon disposal. This reserve also represents other accumulated capital-related expenditure such as management
fees and finance costs, as well as other currency gains/losses from non-investment activity. Company shares which are repurchased into treasury
are also represented in this reserve.
Capital Reserve – Revaluation – Represents increases and decreases in the fair value of investments that have been recognised in the Statement
of Comprehensive Income during the period.
Revenue Reserve – The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been
distributed to shareholders as a dividend.
The revenue and capital reserves – Gains/(losses) on disposal represent the amount of the Company’s reserves distributable by way of dividend.
(f) Taxation
(i) Current taxation – Provision for corporation tax is made at the current rate on the excess of taxable income net of any allowable deductions.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital in the
Statement of Comprehensive Income is the ‘marginal basis’. Under this basis, if taxable income is capable of being offset entirely by expenses
presented in the revenue column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital column. Withholding
tax suffered on income from overseas investments is taken to the revenue column of the Statement of Comprehensive Income.
(ii) Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position
date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Statement of
Financial Position date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being
recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing
differences can be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as stated
in the Financial Statements which are capable of reversal in one or more subsequent periods.
Due to the Company’s status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval
in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of
investments.
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1 Accounting Policies continued
(g) Foreign Currency Translation, Functional and Presentation Currency
Foreign currency translation – Transactions in foreign currencies are converted to Sterling at the exchange rate ruling at the date of the
transaction. Overseas assets and liabilities are translated at the exchange rate prevailing at the Company’s Statement of Financial Position date.
Gains or losses on translation of investments held at the year-end are accounted for in the Statement of Comprehensive Income through inclusion
in total capital gains/losses on investments and is transferred to capital reserves. Gains or losses on the translation of overseas currency balances
held at the year-end are also accounted for through the Statement of Comprehensive Income and are transferred to capital reserves.
Functional and presentation currency – For the purposes of the Financial Statements, the results and financial position of the Company is
expressed in Sterling, which is the functional currency and the presentation currency of the Company.
Rates of exchange to sterling at 30 September were:
2024 2023
Euro 1.2019 1.1528
US Dollar 1.3414 1.2206
Canadian Dollar 1.8121 1.6502
Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.
The Company’s investments are made in a number of currencies. However, the Board considers the Company’s functional currency to be Sterling.
In arriving at this conclusion, the Board considers that the shares of the Company are listed on the London Stock Exchange. The Company is
regulated in the United Kingdom, principally having its shareholder base in the United Kingdom, pays dividends as well as expenses in Sterling.
(h) Cash and Cash Equivalents
Cash comprises bank balances and cash held by the Company. Cash equivalents comprise money-market funds, which are used by the Company
to provide additional short-term liquidity. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
(i) Debtors
Debtors are recognised initially at fair value. They are subsequently measured at amortised cost using the effective interest method, less the
appropriate allowances for estimated irrecoverable amounts.
(j) Creditors
Creditors are recognised initially at fair value. They are subsequently stated at amortised cost using the effective interest method.
(k) Revolving Credit Facility
Revolving credit facility drawdowns are recognised initially at cost, being the fair value of the consideration received. They are subsequently stated
at amortised cost using the effective interest method.
(l) Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently,
no business segmental analysis is provided.
(m) Judgements and Key Sources of Estimation Uncertainty
The preparation of Financial Statements requires the Company to make estimates and assumptions and exercise judgements in applying the
accounting policies that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts
of revenues and expenses arising during the year. Estimates and judgements are continually evaluated and based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances. The area where estimates and
assumptions have the most significant effect on the amounts recognised in the Financial Statements is the determination of fair value of unquoted
investments, as disclosed in Note 1(c).
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2 Income
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
Dividends from investments 4,526 3,532
Interest from investments 1,791 5,519
Interest from cash balances 586 594
Total income 6,903 9,645
3 Investment Management Fees
Year to 30 September 2024 Year to 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 571 10,841 11,412 561 10,652 11,213
The Manager of the Company is Patria Capital Partners LLP (formerly abrdn Capital Partners LLP). In order to comply with the Alternative
Investment Fund Managers Directive, the Company appointed Patria Capital Partners LLP as its Alternative Investment Fund Manager from
1 July 2014.
The investment management fee payable to the Manager is 0.95% per annum of the NAV of the Company. The investment management fee is
allocated 95% to the realised capital reserve – gains/(losses) on disposal and 5% to the revenue account. The management agreement between
the Company and the Manager is terminable by either party on 12 months’ written notice.
Investment management fees due to the Manager as at 30 September 2024 amounted to £2,627,000 (30 September 2023: £3,943,000).
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4 Administrative Expenses
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
Directors’ fees 285 269
Employers’ national insurance 33 31
Secretarial and administration fees 281 266
Marketing fees 255 323
Fees and subscriptions 116 99
Auditor’s remuneration 93 84
Depositary fees 66 62
Professional and consultancy fees 34 55
Legal fees 6 7
Other expenses 100 38
Total 1,269 1,234
No non-audit services were provided by the Company auditor, BDO LLP, during the year to 30 September 2024. The Auditor’s remuneration is
reported net of VAT.
Irrecoverable VAT has been included under the relevant expense line.
The administration fee payable to IQ EQ Administration Services (UK) Ltd is adjusted annually in line with the retail price index. The administration
agreement is terminable by the Company on three months’ notice.
As of 29 April 2024, the secretarial fee is payable to GPMS. The secretarial fee payable to GPMS Corporate Secretary Limited is adjusted annually
in line with the retail price index. Prior to this date, the secretarial fee was payable to abrdn Holdings Limited. The secretarial agreement is
terminable by the Company on six months’ notice.
The emoluments paid to the Directors during the year can be found in the Directors’ Remuneration Report on page 68.
5 Finance Costs
Year to 30 September 2024 Year to 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revolving credit facility interest expense 385 6,640 7,025 215 3,604 3,819
Revolving credit facility commitment fee 64 1,213 1,277 84 1,590 1,674
Revolving credit facility arrangement fee 33 628 661 33 627 660
Total 482 8,481 8,963 332 5,821 6,153
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6 Taxation
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
Overseas withholding tax 1,315 584
(a) Analysis of the Tax Charge Throughout the Year
Year to 30 September 2024 Year to 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit before taxation 4,581 23,282 27,863 7,518 54,029 61,547
(b) Factors Affecting the Total Tax Charge for the Year
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are explained below.
Year to 30 September 2024 Year to 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit multiplied by the effective rate of corporation tax
in the UK – 25.0% (2023: 22.0%) 1,145 5,821 6,966 1,655 11,887 13,542
Non-taxable capital gains on investments
1
– (9,588) (9,588) – (15,524) (15,524)
Non-taxable currency (gains)/losses – (1,063) (1,063) – 13 13
Non-taxable income (1,131) – (1,131) (777) – (777)
Overseas withholding tax 1,315 – 1,315 584 – 584
Surplus management expenses and loan relationship
deficits not relieved – 4,816 4,816 – 2,746 2,746
Total tax charge/(credit) for the year 1,329 (14) 1,315 1,462 (878) 584
1 The Company carries on business as an investment trust company with respect to sections 1158-1159 of the Corporation Tax Act 2010. As such, any capital gains are exempt from UK
taxation.
(c) Factors That May Affect Future Tax Charges
At the year-end, there is a potential deferred tax asset of £16,052,787 (2023: £11,202,939) in relation to excess management expenses carried
forward. The deferred tax asset is unrecognised at the year-end in line with the Company’s stated accounting policy.
The Corporation Tax main rate for the years 1 April 2023 and 2024 was 25%. A revision to Corporation Tax was introduced in the Finance Bill
2021, which retained the main rate at 19% from 1 April 2022, followed by an increase to 25% from 1 April 2023. Deferred taxes at the Statement of
Financial Position date have been measured at these enacted rates and reflected in these Financial Statements.
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7 Dividend on Ordinary Shares
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
Amount recognised as a distribution to equity holders in the year:
2023 third quarterly dividend of 4.00p (2022: 3.60p) per Ordinary Share paid on 27 October 2023 (2022: paid on
28 October 2022) 6,150 5,536
2023 fourth quarterly dividend of 4.00p per Ordinary Share (2022: 3.60p) paid on 26 January 2024 (2022: paid on
27 January 2023) 6,150 5,536
2024 first quarterly dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 26 April 2024 (2023: paid on 21 April
2023) 6,441 6,150
2024 second quarterly dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 26 July 2024 (2023: paid on
28 July 2023) 6,438 6,150
Total 25,179 23,372
Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of sections
1158-1159 of the Corporation Tax Act 2010 are considered. Of the total profit after taxation for the year of £26,548,000 (2023: £60,963,000), the
total revenue and capital profits which are available for distribution by way of a dividend for the year is £65,791,000 (2023: £102,208,000).
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
2024 first quarterly dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 26 April 2024 (2023: paid on 21 April
2023) 6,441 6,150
2024 second quarterly dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 26 July 2024 (2023: paid on
28 July 2023) 6,438 6,150
2024 third quarterly dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 25 October 2024 (2023: paid on
27 October 2023) 6,421 6,150
2024 fourth quarterly dividend of 4.20p per Ordinary Share (2023: 4.00p) paid on 24 January 2025 (2023: paid on
26 January 2024) 6,381 6,150
Total 25,681 24,600
8 Earnings Per Share – Basic and Diluted
Year to 30 September 2024 Year to 30 September 2023
p £’000 p £’000
The net return per Ordinary Share is based on the following figures:
Revenue net return 2.13 3,252 3.94 6,056
Capital net return 15.25 23,296 35.71 54,907
Total net return 17.38 26,548 39.65 60,963
Weighted average number of Ordinary Share in issue excluding those held in
treasury: 152,806,166 153,746,294
There are no diluting elements to the earnings per share calculation in 2024 (2023: none).
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9 Investments
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Fair value through profit or loss:
Opening market value 1,261,995 1,192,380
Opening investment holding gains (304,198) (346,062)
Opening book cost 957,797 846,318
Movements in the year:
Additions at cost 157,648 189,446
Secondary purchases 6,065 3,857
Distribution of capital proceeds (143,595) (141,555)
Secondary sales (143,682) (52,995)
834,233 845,071
Gains on disposal of underlying investments 82,804 112,726
Closing book cost 917,037 957,797
Closing investment holding gains 260,069 304,198
Closing market value 1,177,106 1,261,995
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Gains on investments held at fair value through profit or loss based on historical costs 82,804 112,726
Gains recognised as unrealised in previous years in respect of distributed capital proceeds or disposal of
investments (64,168) (46,367)
Gains on distribution of capital proceeds or disposal of investments based on the carrying value at the previous year
end date 18,636 66,359
Net movement in unrealised investment gains 20,039 4,503
Total gains on investments held at fair value through profit or loss 38,675 70,862
Transaction Costs
During the year, expenses were incurred in acquiring or disposing of investments. These have been expensed through capital and are
included within capital gains on investments of £38,353,000 (2023: £70,562,000) in the Statement of Comprehensive Income. The total costs
were as follows:
Year to
30 September
2024
£’000
Year to
30 September
2023
£’000
Transaction costs 322 300
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10 Receivables
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Amounts falling due within one year:
Investments receivable 129,996 30,040
Prepayments 104 39
Interest receivable 47 38
Total 130,147 30,117
Investments receivable as at 30 September 2024 relate to sales proceeds due to the Company, receivable in three contractual payments with the
first payment received in December 2024, the second in January 2025 and the final payment due in September 2025.
11 Payables
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Amounts falling due within one year:
Management fee 2,627 3,943
Accruals 998 888
Secretarial and administration fee 79 191
Total 3,704 5,022
12 Revolving Credit Facility
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Revolving credit facility 139,803 100,883
At 30 September 2024, the Company had a £300.0 million (30 September 2023: £300.0 million) committed, multi-currency syndicated revolving
credit facility, of which £140.6 million (30 September 2023: £102.4 million) had been drawn down. The facility is provided by The Royal Bank of
Scotland International Limited, Société Générale and State Street Bank International GmbH. The facility expires in December 2025.
The interest rate on the facility is calculated as the defined reference rate of the currency drawn plus 1.625% rising to 2.0% depending on the
level of utilisation, whilst the commitment fee rate payable on non-utilisation is between 0.7% and 0.8% per annum based on the level of facility
utilisation.
Inclusive of the revolving credit facility balance is £813,000 of unamortised revolving credit facility fees, which partially offsets the total amount of
the facility balance drawn as at 30 September 2024 (2023: £1,475,000).
On 24 January 2025, the Company announced an expansion of the credit facility which increased from £300.0 million to £400.0 million with Banco
Santander, S.A. and State Street Bank & Trust Company joining the syndicate of banks as new lenders alongside current providers The Royal Bank
of Scotland International Limited (London Branch), Société Générale, London Branch and State Street Bank International GMBH. NatWest Markets
plc continues to act as facility agent and will now also act as security agent to the syndicate of banks.
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12 Revolving Credit Facility continued
The credit facility now matures on 3 February 2028 with options to extend for up to a further two years.
The margin on the Loan Facility is 2.6%, and the commitment fee payable on non-utilisation is between 0.8% and 0.9% per annum, depending on
the level of utilisation. An annual fee of 0.35% is also payable.
Analysis of changes in net debt
As at
30 September
2023
£’000
Cashflows
£’000
Operating
non-cash
charges
1
£’000
As at
30 September
2024
£’000
Cash and cash equivalents 9,436 19,839 (917) 28,358
Revolving credit facility (100,883) (43,142) (4,221) 139,803
Net debt (91,447) (23,303) (5,138) 168,161
1 Other non-cash charges relate to foreign currency movements as well as the amortisation of capitalised arrangement fees which are included against the revolving credit facility balance.
13 Called-up Share Capital
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Issued and fully paid:
Ordinary Shares of 0.2p
Opening balance of 153,746,294 (2023: 153,746,294) Ordinary Shares 307 307
Closing balance of 152,806,166 (2023: 153,746,294) Ordinary Shares 307 307
The Company may buy back its own shares where it is judged to be beneficial to shareholders, taking into account the discount between the
Company’s net assets and the share price, and the supply and demand for the Company’s shares in the open market.
The Company repurchased 940,128 (2023: none) of its own Ordinary Shares during the year ended 30 September 2024, which are held in treasury.
Including shares held in treasury, the Company has a total number of 153,746,294 shares in issue.
14 Reserves
Capital Reserves
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Gains/
(losses) on
disposal
£’000
Revaluation
£’000
Revenue
reserve
£’000
Opening balances at 1 October 2023 86,485 51,503 94 753,009 304,245 –
Gains on disposal of investments – – – 82,804 – –
Management fee charged to capital – – – (10,841) – –
Finance costs charged to capital – – – (8,481) – –
Transaction costs – – – (322) – –
Tax relief on management fee and finance costs above – – – 14 – –
Currency (losses)/gains – – – (635) 4,885 –
Revaluation of investments – – – – (44,127) –
Repurchase of shares into treasury – – – (4,909) – –
Return after taxation – – – – – 3,252
Dividends during the year – – – (21,927) – (3,252)
Closing balances at 30 September 2024 86,485 51,503 94 788,712 265,003 –
The revenue and capital reserve – gains/(losses) on disposal represent the amounts of the Company’s reserve distributable by way of dividend.
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15 Net Assets Per Equity Share
As at
30 September
2024
As at
30 September
2023
Basic and diluted:
Ordinary shareholders’ funds £1,192,104,190 £1,195,643,000
Number of Ordinary Shares in issue 153,746,294 153,746,294
Number of Ordinary Shares in issue excluding those held in treasury 152,806,166 153,746,294
Net assets per Ordinary Share 780.1p 777.7p
The net assets per Ordinary Share and the ordinary shareholders’ funds are calculated in accordance with the Company’s Articles of Association.
There are no diluting elements to the net assets per equity share calculation in 2024 (2023: none).
16 Commitments and Contingent Liabilities
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Outstanding calls on investments 652,709 651,991
This represents commitments made to fund and direct investments interests remaining undrawn. The undrawn commitments will typically be
paid by the Company to the various interests upon request of its general partner under the terms of the respective underlying agreement each
investment.
17 Parent Undertaking, Related Party Transactions and Transactions with the Manager
The ultimate parent undertaking of the Company is Phoenix Group Holdings. The results for the year to 30 September 2024 are incorporated into
the group Financial Statements of Phoenix Group Holdings, which will be available to download from the website: thephoenixgroup.com.
Phoenix Life Limited (‘PLL’), which is 100% owned by Phoenix Group Holdings) and the Company have entered into a relationship agreement which
provides that, for so long as PLL and its Associates exercise, or control the exercise, of 30% or more of the voting rights of the Company, PLL and
its Associates will not seek to enter into any transaction or arrangement with the Company which is not conducted at arm’s length and on normal
commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main
activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is
intended or appears to be intended to circumvent the proper application of the Listing Rules. During the year ended 30 September 2024, PLL
received dividends from the Company totalling £13,509,000 (2023: £12,521,000).
During the period ended 30 September 2024, the Manager charged management fees totalling £11,411,000 (2023: £11,213,000) to the Company in
the normal course of business. The balance of management fees outstanding at 30 September 2024 was £2,627,000 (2023: £3,943,000).
abrdn Investment Management Limited, which shared had the same ultimate parent as the Manager during the period ended 30 September 2024,
received fees for the provision of promotional activities of £34,000 (30 September 2023: £108,000) during the period. The balance of promotional
activities outstanding at 30 September 2024 was £nil (2023: £89,000).
abrdn Holdings Limited, which had shared the same ultimate parent as the Manager during the period ended 30 September 2024, received fees
for the provision of Company Secretarial services of £42,000 (30 September 2023: £81,000) during the period. The balance of secretarial fees
outstanding at 30 September 2024 was £21,000 (2023: £154,000).
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17 Parent Undertaking, Related Party Transactions and Transactions with the Manager continued
Further to the public announcement on 23 October 2023, abrdn plc as the former ultimate beneficial owner of the Manager completed the sale
of its European Private Equity business to Nasdaq-listed Patria Investments on 29 April 2024. The announcement of and subsequent sale of the
Manager of the Company has no impact on the Financial Statements.
Following the sale transaction, abrdn Holdings Limited no longer provides Company Secretarial services to the Company. These services, with
effect from 29 April 2024, are provided by GPMS Corporate Secretary Limited, which shares the same ultimate parent as the Manager. GPMS
Corporate Secretary Limited received fees for the provision of Company Secretarial services of £42,000 (2023: nil). The balance of secretarial fees
outstanding at 30 September 2024 was £42,000 (2023: nil).
No other related party transactions were undertaken during the year ended 30 September 2024.
18 Risk Management, Financial Assets and Liabilities
Financial Assets and Liabilities
The Company’s financial instruments comprise fund and other investments, money-market funds, cash balances, debtors and creditors that arise
from its operations. The assets and liabilities are managed with the overall objective of achieving long-term total returns for shareholders.
Summary of Financial Assets and Financial Liabilities by Category
The carrying amounts of the Company’s financial assets and financial liabilities, as recognised at the Statement of Financial Position date of the
reporting periods under review, are categorised as follows:
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Financial assets
Financial assets measured at fair value through profit or loss:
Fixed asset investments – designated as such on initial recognition 1,177,106 1,261,995
Financial assets measured at amortised cost:
Investment receivable 129,996 30,040
Cash and cash equivalents 28,358 9,436
1,335,460 1,301,471
Non-financial assets
Other receivables 151 77
151 77
Financial liabilities
Measured at amortised cost:
Current liabilities
Payables 3,704 5,022
Revolving credit facility 139,803 100,883
143,507 105,905
Assets/Liabilities Measured at Amortised Cost
The carrying value of the current assets and liabilities is deemed to be fair value due to the short-term nature of the instruments and/or the
instruments bearing interest at the market rates.
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18 Risk Management, Financial Assets and Liabilities continued
Risk Management
The Directors manage investment risk principally through setting an investment policy and by contracting management of the Company’s
investments to an investment manager under terms which incorporate appropriate duties and restrictions, and by monitoring performance in
relation to these. The Company’s investments are in private equity funds, typically unquoted limited partnerships and co-investments. These are
valued by their managers generally in line with the EVCA and the BVCA guidelines, which provide for a fair value basis of valuation. The funds may
hold investments that have become quoted or the co-investment may become quoted and these will be valued at the appropriate listed price,
subject to any discount for marketability restrictions.
As explained in the Company’s investment policy, risk is spread by investing across a range of countries and industrial sectors, thereby reducing
excessive exposure to particular areas. The Manager’s investment review and monitoring process is used to identify and, where possible, reduce
risk of loss of value in the Company’s investments.
The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it
invests. The most important types of financial risk to which the Company is exposed are market risk, over-commitment risk, liquidity risk, credit risk
and interest rate risk.
The nature and extent of the financial instruments outstanding at the Statement of Financial Position date and the risk management policies
employed by the Company are discussed below.
Market Risk
(a) Price Risk
The Company is at risk of the economic cycle impacting the listed financial markets and hence potentially affecting the pricing of new underlying
investments, the valuation of existing underlying investments and the price and timing of exits. By having a diversified and rolling portfolio of
investments the Company is well-placed to take advantage of economic cycles.
100% of the Company’s investments are held at fair value. The valuation methodology employed by the managers of the unquoted investments
may include the application of EBITDA ratios derived from listed companies with similar characteristics. Therefore, the value of the Company’s
portfolio is indirectly affected by price movements on listed financial exchanges. A 10% increase in the valuation of investments at 30 September
2024 would have increased the net assets attributable to the Company’s shareholders and the total return for the year by £117,711,000 (2023:
£126,995,000); a 10% change in the opposite direction would have decreased the net assets attributable to the Company’s shareholders and the
total return for the year by an equivalent amount. Due to the private nature of the underlying companies in which the Company’s investments are
invested, it is not possible for the Company to pinpoint the effect to the Company’s net assets of changes to the EBITDA ratios of listed markets
any more accurately.
(b) Currency Risk
The Company makes fund and co-investment commitments in currencies other than Sterling and, accordingly, a significant proportion of its
investments and cash balances are in currencies other than Sterling. In addition, the Company’s syndicated revolving credit facility is a multi-
currency facility. Therefore, the Company’s NAV is sensitive to movements in foreign exchange rates.
The Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis. It is not the Company’s policy
to hedge foreign currency risk. It is expected that the majority of the Company’s commitments and investments will be denominated in Euros.
Accordingly, the majority of the Company’s indebtedness will usually be held in that currency. No currency swaps or forwards were used
during the year.
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18 Risk Management, Financial Assets and Liabilities continued
Market Risk continued
(b) Currency Risk continued
The table below sets out the Company’s currency exposure.
As at 30 September 2024 As at 30 September 2023
Local
currency
‘000
Sterling
equivalent
£’000
Local
currency
‘000
Sterling
equivalent
£’000
Fixed asset investments:
Euro 1,033,478 859,906 1,105,059 958,569
Sterling 65,406 65,406 67,425 67,425
US Dollar 337,745 251,795 288,052 236,002
Cash and cash equivalents:
Euro 25,491 21,210 9,056 7,856
Sterling 1,915 1,915 569 569
US Dollar 7,018 5,232 1,232 1,009
Canadian Dollar 3 1 3 2
Investment receivable:
Euro 156,236 129,996 34,631 30,040
Other receivables:
Euro 34 28 26 23
Sterling 105 105 42 42
US Dollar 23 17 16 13
Revolving credit facility:
Euro (168,022) (139,803) (116,300) (100,883)
Other creditors:
Euro (807) (672) (650) (565)
Sterling (2,993) (2,993) (4,423) (4,423)
US Dollar (53) (39) (43) (35)
Total 1,192,104 1,195,643
Outstanding commitments:
Euro 562,123 467,715 563,736 489,006
Sterling 33,830 33,830 10,084 10,084
US Dollar 202,764 151,164 186,623 152,901
Total 652,709 651,991
(c) Currency Sensitivity
During the year ended 30 September 2024, Sterling appreciated by 4.3% relative to the Euro (2023: appreciated 1.2%) and appreciated by 9.9%
relative to the US Dollar (2023: appreciated 9.3%).
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Market Risk continued
(c) Currency Sensitivity continued
To highlight the sensitivity to currency movements, if the value of Sterling had weakened against both of the above currencies by 10% compared to
the exchange rates at 30 September 2023, the capital gain for the year would have increased by £125,221,000 (2023: £125,617,000); a 10% change
in the opposite direction would have decreased the capital gain for the year by £102,454,000 (2023: £102,777,000).
The calculations above are based on the portfolio valuation and cash and revolving credit facility balances as at the respective Statement of
Financial Position dates and are not necessarily representative of the year as a whole.
Based on similar assumptions, the amount of outstanding commitments would have increased by £56,309,000 at the year-end (2023:
£71,323,0000) a 10% change in the opposite direction would have decreased the amount of outstanding commitments by £68,822,000
(2023: £58,355,000).
Liquidity Risk
The Company has significant investments in unquoted investments which are relatively illiquid. As a result, the Company may not be able to
liquidate its investments quickly at an amount close to their fair value in order to meet its liquidity requirements, including the need to meet
outstanding undrawn commitments. The Company manages its liquid investments to ensure sufficient cash is available to meet contractual
commitments and also seeks to have cash available to meet other short-term financial needs. Short-term flexibility is achieved, where necessary,
through the use of the syndicated revolving credit facility. Liquidity risk is monitored by the Manager on an ongoing basis and by the Board on
a regular basis. Payables, as disclosed in Note 11, all fall due within one year and the revolving credit facility, as described in Note 12, has drawn
£140,616,000 as at 30 September 2024 (2023: £102,358,000), with an amount of £159,384,000 (2023: £197,642,000) still available to be drawn.
Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay
deposits. The Company places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of any
such institution. At the year-end, the Company’s financial assets exposed to credit risk amounted to the following:
30 September
2024
£’000
30 September
2023
£’000
Cash and cash equivalents 28,358 9,436
Investment receivable 129,996 30,040
158,354 39,476
The Company’s cash is held by BNP Paribas Securities Services SA, which is rated A+ by Standard and Poors. Should the credit quality or the
financial position of the bank deteriorate significantly, the Manager would move the cash balances to another institution.
As at 30 September 2024, £129,996,000 of the investment receivable per Note 10 relate to future proceeds, which are due from the secondary
sale of fund investments during the period. Under the terms of the transaction, the proceeds of sale are to be received in three contractual
payments, the first two of which were received in December 2024 and January 2025 respectively, with the final payment due in September 2025.
The Manager considers the credit risk associated with this balance to be in line with those arising from the normal course of business. To date,
the buyer has met the payment profile outlined and agreed in the contractually binding sales and purchase agreement. The Manager continues to
monitor market developments, which may affect this assessment.
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18 Risk Management, Financial Assets and Liabilities continued
Interest Rate Risk
The Company will be affected by interest rate changes as it holds some interest-bearing financial assets and liabilities, which are shown in the
table below; however, the majority of its financial assets are investments in private equity investments, which are non-interest bearing. Interest rate
movements may affect the level of income receivable on money-market funds and cash deposits and interest payable on the Company’s variable
rate borrowings. The possible effects on the cash flows that could arise as a result of changes in interest rates are taken into account when making
investment and borrowing decisions. Derivative contracts are not used to hedge against any exposure to interest rate risk.
Interest Risk Profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the Statement of Financial Position date was as follows:
30 September 2024 30 September 2023
Weighted
average
interest rate
% £’000
Weighted
average
interest rate
% £’000
Floating rate
Financial assets: cash and cash equivalents 3.05 28,358 2.72 9,436
Financial liabilities: revolving credit facility 5.58 139,803 4.49 100,883
The weighted average interest rate on the bank balances is based on the interest rate payable, weighted by the total value of the balances. The
weighted average period for which interest rates are fixed on the bank balances is 31 days (2023: 31 days).
The weighted average interest rate on the revolving credit facility is based on the interest rate paid on the individual loan balances, weighted by
the duration and value of each individual loan balance outstanding during the financial year.
Interest Rate Sensitivity
An increase of 1% in interest rates would have decreased the net assets attributable to the Company’s shareholders by £1,258,000 (2023:
£853,000). A decrease of 1% would have increased the net assets attributable to the Company’s shareholders by £1,258,000 (2023: £853,000).
The impact of interest rates on revenue is not material. The calculations are based on the interest paid and received during the year.
Capital Management Policies and Procedures
The Company’s capital management objectives are:
• To ensure that the Company will be able to continue as a going concern; and
• To maximise the return to its equity shareholders through an appropriate balance of equity capital and debt.
As at the year-end, the Company had net debt of £112.3 million (2023: £92.8 million). The Company’s maximum borrowing capacity, defined in its
Articles of Association, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount
standing to the credit of the reserves of the Company. However, it is expected that borrowings would not normally exceed 30% of the Company’s
net assets at the time of drawdown.
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes the nature and planned
level of gearing, which takes account of the Manager’s views on the market and the extent to which revenue in excess of that which is required to
be distributed should be retained.
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Capital Management Policies and Procedures continued
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting period. Any year-end
positions are presented in the Statement of Financial Position.
The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by section 1159 of
the Corporation Tax Act 2010 and by the Companies Act 2006, respectively.
19 Fair Value Hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following classifications:
• Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
• Level 2: Inputs other than quoted prices included within Level 1 that are observable (ie, developed using market data) for the asset or liability,
either directly or indirectly.
• Level 3: Inputs are unobservable (ie for which market data is unavailable) for the asset or liability.
The Company’s financial assets and liabilities, measured at fair value in the Statement of Financial Position, are grouped into the following fair value
hierarchy at 30 September 2024:
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments – – 1,177,106 1,177,106
Net fair value – – 1,177,106 1,177,106
As at 30 September 2023:
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments – – 1,261,995 1,261,995
Net fair value – – 1,261,995 1,261,995
Unquoted Investments
Unquoted investments are stated at the Directors’ estimate of fair value and follow the recommendations of the EVCA and the BVCA. The estimate of
fair value is normally the latest valuation placed on an investment by its manager as at the Statement of Financial Position date. The valuation policies
used by the manager in undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, ‘International Private
Equity and Venture Capital Valuation guidelines’. Fair value can be calculated by the manager of the investment in a number of ways. In general, the
managers with whom the Company invests adopt a valuation approach, which applies an appropriate comparable listed company multiple to a private
company’s earnings adjusted for marketability discounts where appropriate, or by reference to recent transactions. Where formal valuations are not
completed as at the Statement of Financial Position date, the last available valuation from the manager is adjusted for any subsequent cash flows
occurring between the valuation date and the Statement of Financial Position date. The Company’s Manager may further adjust such valuations to
reflect any changes in circumstances from the last manager’s formal valuation date to arrive at the estimate of fair value.
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Other
Information
In this section:
Glossary of Terms 105
Investor Information 109
AIFMD Disclosures (Unaudited) 111
Notice of Annual General Meeting 112
Appendix to the Notice of
Annual General Meeting 116
Contacts 117
p105
Glossary of Terms
p112
Notice of Annual General Meeting
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Glossary of Terms
Alternative Performance Measures (‘APMs’)
APMs are numerical measures of the Company’s current, historical or future performance,
financial position or cash flows, other than financial measures defined or specified in the
applicable financial framework. The Company’s applicable financial framework includes FRS 102
and the Association of Investment Companies (‘AIC’) SORP.
The APMs are considered by the Board and the Manager to be the most relevant basis for
shareholders in assessing the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account industry practice. Definitions and
reconciliations to IFRS measures are provided in the main body of the report or in this Glossary,
where appropriate. The APMs are highlighted with an *.
In selecting these APMs, the Directors considered the key objectives and expectations of typical
investors in an investment trust such as PPET.
abrdn
abrdn plc, the former owner of Patria Capital Partners LLP, the Company’s AIFM.
abrdn Private Equity
The former private equity division of abrdn plc, sold to Patria Investments Limited in April 2024.
AIC SORP
The Association of Investment Companies Statement of Recommended Practice, which is
intended to harmonise accounting practice within the industry by identifying and setting out best
practice across a wide range of issues.
AIFM or Manager
The Company’s Manager, Patria Capital Partners LLP, a wholly owned subsidiary of Patria
Investments Limited.
Annualised NAV Total Return*
Annualised NAV total return is calculated as the return of the net asset value (‘NAV’) per
share compounded on a quarterly basis, based on reported NAV per share from inception to
30 September 2024. NAV total return is inclusive of all dividends received since inception and
assumes all dividends are reinvested at the time they are received and generate the same return
as NAV per share during each reporting period.
Assuming dividends are not reinvested results in an annualised NAV total return of 10.7%
since inception.
Buyout Fund
A fund which acquires controlling stakes in established private companies and aims to generate
returns by selling them at a profit or taking them public.
Carried Interest
Portion of realised investment gains payable to the General Partner as a profit share.
Co-investment
An investment made directly, and not through a private equity fund, into a private company
alongside other private equity managers.
Commitment
The amount that the Company agrees to contribute to a fund or a specific investment across
its lifespan whether or not such amount has been subject to a drawdown (see also Over-
commitment).
Comparator Index
A market index, such as the FTSE, against which the overall performance of the Company can be
assessed. The Company is not managed with direct reference to any index or its constituents.
Direct Investment
An investment made via a co-investment or a single asset secondary.
Discount*
The amount by which the market price per share is lower than the net asset value (‘NAV’) per
share of an investment trust. The discount is normally expressed as a percentage of the NAV
per share.
As at
30 September
2024
As at
30 September
2023
Share price (p) a 535.0 442.0
NAV per share (p) b 780.1 777.7
Discount (%) c = (b-a)/b 31.4 43.2
Distribution
Within the Annual Report and Accounts, the term distribution is derived as the sum of distribution
of capital proceeds, secondary sales, gains on disposal of underlying investments, dividend and
interest from investments, less overseas withholding tax.
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Glossary of Terms continued
Dividend Yield*
The total dividend per Ordinary Share in respect of the financial year divided by the share price,
expressed as a percentage, calculated at the year-end date of the Company.
As at
30 September
2024
As at
30 September
2023
Dividend per share (p) a 16.8 16.0
Share price (p) b 535.0 442.0
Dividend yield (%) c = a/b 3.1 3.6
Drawdown
An amount invested by the Company when called by the underlying managers in respect of an
existing commitment.
Dry Powder
Capital that has been raised and is available to invest but has not yet been deployed.
Due Diligence
The process undertaken to confirm the accuracy of all data relating to a manager, fund or
company prior to an investment.
EBITDA
Earnings before interest expense, taxes, depreciation and amortisation is a measure for the
cash flow generated by a business – it is most commonly used for businesses that do not (yet)
generate operating or shareholder profits.
Enterprise Value (‘EV’)
The sum of a company’s market capitalisation and net debt (net debt being debt less cash and
cash equivalents).
Expense Ratio
The expense ratio reported in the Annual Report to 30 September 2023 has been superseded by
the ongoing charges ratio. Please see the definition of the ongoing charges ratio for more details.
Fund Secondaries
A fund which purchases pre-existing interests in private equity funds from a current investor
seeking liquidity.
Gearing*
Gearing refers to the ratio of the Company’s debt to its equity capital. The Company may borrow
money to invest in additional investments for its portfolio.
General Partner (‘GP’)
A private equity manager which manages primary Funds, fund secondaries, and alongside whom
the Manager mades direct investments.
GPMS/Patria GPMS
The Global Private Markets Solution business within Patria, previously known as abrdn Private
Equity.
IPO
An initial public offering is the first sale of stock by a private company to the public market on a
recognised stock exchange.
Large-cap
Private companies with an enterprise value at entry of over €1 billion.
Lower Mid-market
Private companies with an enterprise value at entry of between €100 million and €500 million.
Mid-market
Mid-market companies are established but still have clear avenues for future earnings growth,
providing the opportunity for further value creation. Typically they have an enterprise value at
entry of between €100 million and €1 billion.
Net Asset Value (‘NAV’)
The value of total assets less liabilities. Liabilities for this purpose include current and long-term
liabilities.
NAV per Share
The NAV divided by the number of shares in issue produces the NAV per share.
NAV
per Share
NAV at 30 September 2024 a £1,192,104,000
Number of Ordinary Shares in issue at 30 September 2024 b 152,806,166
NAV per Share c = (a/b) 780.1p
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NAV Total Return (‘NAV TR’)*
NAV TR shows how the NAV has performed over a period of time in percentage terms, taking into
account both capital returns and dividends paid to shareholders. This involves reinvesting the
net dividend into the NAV at the end of the quarter in which the shares go ex-dividend. Returns
are calculated to each quarter-end in the year and then the total return for the year is derived
from the product of these individual returns.
NAV
total return
NAV per share (p) as at 30 September 2023 a 777.7
NAV per share (p) as at 30 September 2024 b 780.1
Price movement c = (b/a) - 1 0.3%
Dividend reinvestment (%)
1
d 2.1%
NAV TR e = c + d 2.4%
1 NAV TR assumes investing the dividend in the NAV of the Company on the date on which that dividend goes ex-dividend.
Ongoing Charges Ratio (‘OCR’)*
The ongoing charges ratio is calculated as management fees and all other recurring operating
expenses that are payable by the Company, excluding the costs of purchasing and selling
investments, performance fees, finance costs, taxation, non-recurring costs, and the costs of
any share buyback transactions, expressed as a percentage of the average NAV during
the period.
The OCR previously included an allocation of the look-through expenses of the Company’s
underlying investments, excluding performance-related fees. However, in accordance with
the AIC SORP, the Board agreed that it is not appropriate for PPET to include in its own cost
disclosures, on a ‘look through’ or any other basis, all or part of any costs incurred by its
underlying investments. This is in line with the approach adopted by PPET’s peers.
The ongoing charges ratio has been calculated in accordance with the applicable guidance
issued by the AIC.
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Investment management fee a 11,412 11,213
Administrative expenses b 1,269 1,234
Ongoing charges c = a + b 12,681 12,447
Average net assets d 1,200,147 1,175,937
Ongoing charges ratio e = c/d 1.06% 1.06%
1
1 In the Annual Report to 30 September 2023, this was reported as the Total Expenses Ratio. The Ongoing Charges Ratio
was reported as 2.84% and included an element of lock-through costs.
Outstanding Commitments
An amount which the Company has agreed to a contribute to a specific investment which has
not yet been subject to a drawdown. The Manager works on the basis that commitments may not
be called upon for up to five years.
Over-commitment Ratio*
Outstanding commitments less cash and cash equivalents and the value of undrawn loan
facilities divided by portfolio NAV.
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Undrawn commitments a 652,708 651,991
Less undrawn loan facility b (159,384) (197,720)
Less cash and cash equivalents c (158,354) (9,436)
Net outstanding commitments d = a + b + c 334,970 444,835
Portfolio NAV e 1,177,106 1,261,995
Over-commitment ratio f = d/e 28.5% 35.2%
Patria Investments Limited
A leading alternative investment firm listed on Nasdaq, which purchased the Company’s
Manager from abrdn plc in April 2024.
Portfolio NAV
The total value of the portfolio of the Company.
Primary Fund
A commitment to a private equity fund at the time that the fund is established.
Private Equity
Privately negotiated investments typically made in non-public companies.
Revenue Growth
Calculated as the weighted average growth in revenue at the top 50 underlying private
companies over the 12 months to 30 September 2024.
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Glossary of Terms continued
Share Price Total Return*
The theoretical return derived from reinvesting each dividend in additional shares in the
Company on the day that the share price goes ex-dividend.
Share price
Share price (p) as at 30 September 2023 a 442.0
Share price (p) as at 30 September 2024 b 535.0
Price movement (%) c = (b/a) - 1 21.0%
Dividend reinvestment (%)
1
d 3.9%
Share price total return (%) e = c + d 24.9%
1 Share price total return assumes reinvesting the dividend in the share price of the Company on the date on which that
dividend goes ex-dividend.
Share Buyback
The repurchase by the Company of its own shares from the market.
Single Asset Secondary
An investment made directly into a fund which comprises one single asset only, alongside other
private equity managers.
Small-cap
Private companies with an enterprise value at entry up to €100 million.
Treasury Share
When a share is subject to a share buyback, it may be cancelled by the Company or held (at zero
value) as a Treasury share. Shares that are held in Treasury can be reissued for cash at minimal
cost.
Underlying Portfolio Company Exposure
The total value of underlying portfolio/private companies which are held by its investment
portfolio of fund and direct investments. Where a fund investment has itself invested in a fund or
co-investment interest as opposed to a portfolio company, this is not included as part of the total
exposure.
Vintage Year
Refers to the year in which capital is first invested into a fund or investment.
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Investor Information
Alternative Investment Fund Managers Directive (‘AIFMD’) and Pre-investment
Disclosure Document (‘PIDD’)
The Company has appointed Patria Capital Partners LLP as its AIFM and IQ EQ Depositary
Company (UK) Limited as its Depositary under the AIFMD.
The AIFMD requires Patria Capital Partners LLP, as the Company’s AIFM, to make available
to investors certain information prior to such investors’ investment in the Company. Details of
the leverage and risk policies which the Company is required to have in place under the AIFMD
are published in the Company’s PIDD, which can be found on its website: patriaprivateequitytrust.
com. The periodic disclosures required to be made by the AIFM under the AIFMD are set out on
page 111.
Investor Warning: Be Alert to Share Fraud and Boiler Room Scams
The Company’s Manager has been contacted by investors informing us that they have received
telephone calls and emails from people who have offered to buy their investment company
shares, purporting to work for Patria or for third-party firms. Patria has also been notified of
emails claiming that certain investment companies under our management have issued claims
in the courts against individuals. These may be scams which attempt to gain your personal
information with which to commit identity fraud or could be ‘boiler room’ scams where a payment
from you is required to release the supposed payment for your shares. These callers/senders do
not work for the Manager and any third party making such offers/claims has no link with Patria.
The Manager does not ‘cold-call’ investors in this way. If you have any doubt over the veracity of
a caller, do not offer any personal information, end the call and contact PPET.Board@patria.com.
The FCA provides advice with respect to share fraud and boiler room scams at: fca.org.uk/
consumers/scams.
Shareholder Enquiries
For queries regarding shareholdings, lost certificates, dividend payments, registered details and
related matters, shareholders holding their shares directly in the Company are advised to contact
the Registrars (see Contact Addresses). Changes of address must be notified to the Registrars
in writing.
Any general queries, comments or complaints, including for the specific attention of the Chair or
SID, should be directed to the Company Secretary in writing (see Contact Addresses) or by email
to: PPET.Board@patria.com.
Dividend Tax Allowance
The annual tax-free personal allowance for dividend income, for UK investors, is £500 for the
2024/25 tax year. Above this amount, individuals will pay tax on their dividend income at a rate
dependent on their income tax bracket and personal circumstances. The Company will continue
to provide registered shareholders with a confirmation of dividends paid by the Company and
this should be included with any other dividend income received when calculating and reporting
to HMRC total dividend income received. It is the shareholder’s responsibility to include all
dividend income when calculating any tax liability.
How to Invest/Online Dealing
Investors can buy and sell shares in Patria Private Equity Trust plc (the ‘Company’) directly
through a stockbroker or indirectly through a lawyer, accountant or other professional adviser.
There are a number of online dealing platforms for private investors that offer share dealing, ISAs
and other means to invest in the Company. Real-time execution-only stockbroking services allow
you to trade online, manage your portfolio and buy UK listed shares. These sites do not give
advice. Some comparison websites also look at dealing rates and terms.
Discretionary Private Client Stockbrokers
If you have a large sum to invest, you may wish to contact a discretionary private client
stockbroker. They can manage your entire portfolio of shares and will advise you on your
investments. To find a private client stockbroker. visit The Personal Investment Management &
Financial Advice Association at: pimfa.co.uk.
Independent Financial Advisers
To find an adviser who recommends on investment trusts, visit: unbiased.co.uk.
Regulation of Stockbrokers
Before approaching a stockbroker, always check that they are regulated by the FCA:
Tel: 0800 111 6768
Or visit: register.fca.org.uk
Or email: register@fca.org.uk
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Investor Information continued
How to Attend and Vote at Company Meetings
Investors who hold their shares via platforms or share plan provider (for example Hargreaves
Lansdown, interactive investment (‘ii’) or AJ Bell) and would like to attend and vote at Company
meetings (including AGMs) should contact their platform or share plan provider directly to make
arrangements.
Investors who hold their shares through platforms and have their shares held through platform
nominees, may not necessarily receive notification of general meetings and are advised to
keep themselves informed of Company business by referring to the Company’s website. Where
voting is required, and the Board encourages shareholders to vote at all general meetings of the
Company, shareholders with their holdings in nominees, need to instruct the nominee to vote on
their behalf and should do so in good time before the meetings.
Closure of the abrdn Investment Trust Savings Plans (the ‘Plans’)
In June 2023, abrdn plc notified existing investors in the abrdn Investment Trust ISA, Share Plan
and Investment Plan for Children that these plans would be closing in December 2023.
The Plans closed on 8 December 2023. All investors with a holding or cash balance at that time
were transferred to ii. ii communicated with investors in late November 2023 to set up account
security to ensure that investors can access holdings via ii as the Plans close.
Please contact ii for any ongoing support with your account on 0345 646 1366 or +44 113 346
2309 if you are calling from outside the UK. Lines are open from 8:00am to 5:00pm Monday to
Friday. Alternatively, you can access the ii website at ii.co.uk.
Keeping You Informed
Information on the Company can be found on its dedicated website: patriaprivateequitytrust.com.
This provides access to information on the Company’s share price performance, capital
structure, London Stock Exchange announcements, current and historic Annual and Half-Yearly
Reports, and the latest monthly factsheet on the Company issued by the Manager.
Details are also available at:
LinkedIn: Patria Private Equity Trust plc
LinkedIn: Patria Investments
Key Information Document (‘KID’)
The KID relating to the Company and published by the Manager can be found on the
Company’s website.
Investors should be aware that the PRIIPs Regulation requires the Manager, as PRIIP
manufacturer, to prepare a KID in respect of the Company. This KID must be made available by
the Manager to retail investors prior to them making any investment decision and is available on
the Manager’s website. The Company is not responsible for the information contained in the KID.
Suitable for Retail/NMPI Status
The Company’s shares are intended for investors, primarily in the UK, including retail investors,
professionally-advised private clients and institutional investors. Investors should consider
consulting a financial adviser who specialises in advising on the acquisition of shares and other
securities before acquiring shares. Investors should be capable of evaluating the risks and merits
of such an investment and should have sufficient resources to bear any loss that may result.
The Company currently conducts its affairs so that the securities issued by the Company can
be recommended by a financial adviser to ordinary retail investors in accordance with the FCA’s
rules in relation to non-mainstream pooled investments (‘NMPIs’) and intends to continue to do
so for the foreseeable future. The Company’s securities are excluded from the FCA’s restrictions
which apply to NMPIs because they are securities issued by an investment trust.
Note
Please remember that past performance is not a guide to future performance. Stock market and
currency movements may cause the value of shares and the income from them to fall as well as
rise and investors may not get back the amount they originally invested.
As with all equity investments, the value of investment trusts purchased will immediately be
reduced by the difference between the buying and selling prices of the shares, the market
maker’s spread.
Investors should further bear in mind that the value of any tax relief will depend on the individual
circumstances of the investor and that tax rates and reliefs, as well as the tax treatment of ISAs,
may be changed by future legislation.
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AIFMD Disclosures (Unaudited)
The Manager and the Company are required to make certain disclosures available to investors in
accordance with the AIFMD. Those disclosures that are required to be made pre-investment are
included within a PIDD, which can be found on the Company’s website.
There have been no material changes to the disclosures contained within the PIDD since its most
recent update on 29 April 2024.
The periodic disclosures as required under the AIFMD to investors are made below:
• Information on the investment strategy, geographic and sector investment focus and principal
stock exposures is included in the Strategic Report;
• None of the Company’s assets are subject to special arrangements arising from their illiquid
nature;
• The Strategic Report, Note 18 to the Financial Statements and the PIDD together set out the
risk profile and risk management systems in place. There have been no material changes to
the risk management systems in place in the period under review and no breaches of any of
the risk limits set, with no breach expected;
• There are no new arrangements for managing the liquidity of the Company or any material
changes to the liquidity management systems and procedures employed by the Manager;
and
• All authorised AIFMs are required to comply with the AIFMD Remuneration Code. In
accordance with the Remuneration Code, the AIFM’s remuneration policy is available from the
Company Secretary, GPMS Corporate Secretary Limited, on request, and the remuneration
disclosures in respect of the AIFM’s reporting period for the year ended 31 December 2023
are available on the Company’s website.
Leverage
The table below sets out the current maximum permitted limit and actual level of leverage
for the Company:
Gross
method
Commitment
method
Maximum level of leverage 250.0% 250.0%
Actual level at 30 September 2024 101.0% 101.1%
There have been no breaches of the maximum level during the period and no changes to the
maximum level of leverage employed by the Company. There have been no changes to the
circumstances in which the Company may be required to post assets as collateral and no
guarantees granted under the leveraging arrangement. Changes to the information contained
either within this Annual Report or the PIDD in relation to any special arrangements in place, the
maximum level of leverage which the Manager may employ on behalf of the Company, the right
of use of collateral or any guarantee granted under any leveraging arrangement, or any change
to the position in relation to any discharge of liability by the Depositary will be notified via a
regulatory news service without undue delay in accordance with the AIFMD.
The information on this page has been approved for the purposes of section 21 of the Financial
Services and Markets Act 2000 (as amended by the Financial Services Act 2012) by the
Manager, which is authorised and regulated by the FCA in the United Kingdom.
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Notice of Annual General Meeting
Notice is hereby given that the 24th AGM of Patria Private Equity Trust plc (the ‘Company’) will
be held at 12 Hay Hill, Mayfair, London W1J 8NR, at 12:30pm on Tuesday, 25 March 2025 for the
following purposes.
To consider and, if thought fit, pass resolutions one to 12 (inclusive) as ordinary resolutions:
Ordinary Business
1. To receive and adopt the Directors’ Report and Financial Statements of the Company for the
year ended 30 September 2024, together with the Independent Auditor’s report therein.
2. To receive, adopt and approve the Directors’ Remuneration Report (excluding the Directors’
Remuneration Policy) for the year ended 30 September 2024.
3. To approve the Company’s dividend policy to pay four interim dividends per annum.
4. To elect Mr Budge as a Director of the Company.
5. To re-elect Mr Agble as a Director of the Company.
6. To re-elect Mr Devine as a Director of the Company.
7. To re-elect Ms Seymour-Williams as a Director of the Company.
8. To re-elect Ms Stillhart as a Director of the Company.
9. To re-elect Mr Thomson as a Director of the Company.
10. To re-appoint BDO LLP as Independent Auditor of the Company to hold office from the
conclusion of the AGM until the conclusion of the next AGM, at which accounts are laid before
the Company.
11. To authorise the Directors to fix the remuneration of the Independent Auditor for the year to
30 September 2025.
12. That, in substitution for any existing authority, but without prejudice to the exercise of any
such authority prior to the date of the passing of this resolution, the Directors of the Company
be and they are hereby generally and unconditionally authorised in accordance with section
551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares
in the capital of the Company and to grant rights to subscribe for or to convert any security
into shares in the Company (‘Securities’) provided that such authority shall be limited to the
allotment of shares and the grant of rights in respect of shares with an aggregate nominal
value of up to £30,313 being approximately 10% of the nominal value of the issued share
capital of the Company ((excluding shares in treasury) as at the date of this notice. Such
authority shall expire at the conclusion of the next AGM of the Company after the passing of
this resolution or on the expiry of 15 months from the passing of this resolution, whichever
is the earlier, unless previously revoked, varied, extended or renewed by the Company in a
general meeting, save that the Company may at any time prior to the expiry of this authority
make an offer or enter into an agreement which would or might require securities to be
allotted or granted after the expiry of such authority and the Directors shall be entitled to allot
or grant securities in pursuance of such an offer or agreement as if such authority conferred
in this resolution had not expired.
To consider and, if thought fit, to pass resolutions 13 to 15 (inclusive) as special resolutions,
and resolution 16 as an ordinary resolution:
13. That, subject to the passing of resolution 12 set out above, and in substitution for any existing
power under sections 570 and 573 of the Companies Act 2006 (the ’Act’) but without prejudice
to the exercise of any such power prior to the date of the passing of this resolution, the
Directors of the Company be and they are hereby generally and unconditionally empowered,
pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of
section 560(1) of the Act), for cash pursuant to the authority given by resolution 12 above, and
to sell treasury shares for cash (within the meaning of section 560(3) of the Act), as if section
561(1) of the Act did not apply to any such allotment or sale provided that this power:
a) expires at the conclusion of the next AGM of the Company after the passing of this
resolution or on the expiry of 15 months from the passing of this resolution, whichever
is the earlier, unless previously revoked, varied, extended or renewed by the Company
in a general meeting, save that the Company may, at any time prior to the expiry of this
authority, make an offer or enter into an agreement which would or might require equity
securities to be allotted or sold out of treasury after such expiry and the Directors may
allot or sell out of treasury equity securities in pursuance of any such offer or agreement
as if the power conferred hereby had not expired; and
b) shall be limited to the allotment, or sale out of treasury, of equity securities up to an
aggregate nominal value of £30,749, being approximately 10% of the nominal value of the
issued share capital of the Company as at the date of this notice.
14. That, in substitution for any existing authority, but without prejudice to the exercise of
any such authority prior to the date of the passing of this resolution, the Company be and
is hereby generally and, subject as hereinafter appears, unconditionally authorised in
accordance with section 701 of the Companies Act 2006 (the ‘Act’) to make market purchases
(within the meaning of section 693(4) of the Act) of Ordinary Shares of 0.2 pence each in
the capital of the Company (the ‘Shares’) on such terms and in such manner as the Directors
of the Company may from time to time determine, either for retention as treasury shares for
future reissue, resale or transfer, or for cancellation provided always that:
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a) the maximum number of Shares hereby authorised to be purchased shall be 22,719,768,
or, if less, the number representing approximately 14.99% of the Company’s issued share
capital (excluding shares held in treasury) at the date of the passing of this resolution;
b) the minimum price (exclusive of expenses) which may be paid for each Share shall be
0.2 pence;
c) the maximum price (exclusive of expenses) which may be paid for a Share is the higher of
(i) 105% of the average of the middle-market quotations (as derived from the Daily Official
List of the London Stock Exchange) for the Shares over the five business days immediately
preceding the date of purchase and (ii) the higher of the last independent trade and the
highest current independent bid on the trading venue which the purchase is carried out; and
d) the authority hereby conferred shall expire at the conclusion of the next AGM of the
Company after the passing of this resolution or on the expiry of 15 months from the
passing of this resolution, whichever is earlier, unless previously revoked, varied, extended
or renewed by the Company in a general meeting, save that the Company may, at any time
prior to the expiry of this authority, enter into a contract to purchase shares under such
authority which will or might be completed or executed wholly or partly after the expiration
of such authority and may make a purchase of Shares pursuant to any such contract.
15. That a general meeting other than an Annual General Meeting may be called on not less than
14 clear days’ notice.
Special Business
16. That, the New Investment Objective and Policy, as set out on pages 59 and 60 in the Annual
Report and Accounts to 30 September 2024, be and is hereby approved and adopted in
substitution for the Company’s existing investment objective and policy.
By order of the Board
GPMS Corporate Secretary Limited
Company Secretary
50 Lothian Road
Edinburgh
EH3 9WJ
United Kingdom
29 January 2025
Notes
1. Attending the AGM in Person
If you wish to attend the AGM in person, you should arrive at the venue for the AGM in good time
to allow your attendance to be registered. It is advisable to have some form of identification with
you as you may be asked to provide evidence of your identity prior to being admitted to the AGM.
2. Appointment of Proxies
Members are entitled to appoint one or more proxies to exercise all or any of their rights to
attend, speak and vote at the AGM. A proxy need not be a member of the Company but must
attend the AGM to represent a member. To be validly appointed, a proxy must be appointed
using the procedures set out in these notes and in the notes to the accompanying Form of Proxy.
If a member wishes a proxy to speak on their behalf at the meeting, the member will need to
appoint their own choice of proxy (not the Chair of the AGM) and give their instructions directly
to them. Such an appointment can be made using the Form of Proxy accompanying this Notice
of AGM or through CREST.
Members can only appoint more than one proxy where each proxy is appointed to exercise rights
attached to different shares. Members cannot appoint more than one proxy to exercise the rights
attached to the same share(s). If a member wishes to appoint more than one proxy, they should
contact the Company’s registrar Equiniti Limited (the ‘Registrar’) at Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA.
A member may instruct their proxy to abstain from voting on a particular resolution to be
considered at the meeting by marking the ‘Vote withheld’ option in relation to that particular
resolution when appointing their proxy.
It should be noted that an abstention is not a vote in law and will not be counted in the
calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.
The appointment of a proxy will not prevent a member from attending the AGM and voting in
person if he or she wishes.
A person who is not a member of the Company but who has been nominated by a member to
enjoy information rights does not have a right to appoint any proxies under the procedures set
out in these notes and should read Note 8 below.
3. Appointment of a Proxy Using a Form of Proxy
A Form of Proxy for use in connection with the AGM is enclosed. To be valid, any Form of Proxy
or other instrument appointing a proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be received by post or (during normal
business hours only) by hand by the Registrar at Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA at least 48 hours (excluding non-working days) before the time
of the AGM or any adjournment of that meeting.
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If you do not have a Form of Proxy and believe that you should have one, or you require
additional Forms of Proxy, please contact the Registrar at Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA.
4. Appointment of a Proxy Through CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST Manual and by
logging on to the following website: euroclear.com.
CREST personal members or other CREST sponsored members, and those CREST members
who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting
service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid,
the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the
information required for such instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted
so as to be received by the Registrar (ID RA19) no later than 48 hours (excluding non-working
days) before the time of the AGM or any adjournment of that meeting. For this purpose,
the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Application Host) from which the Registrar is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this time any change
of instructions to proxies appointed through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s),
should note that Euroclear UK & Ireland Limited does not make available special procedures
in CREST for any particular message. Normal system timings and limitations will, therefore,
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member, or sponsored
member, or has appointed (a) voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting system providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor, you may be able to appoint a proxy electronically via the
Proxymity platform, a process which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 12:30 p.m. on 21 March 2025 in order to be considered valid. Before
you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully as you will be bound by them,
and they will govern the electronic appointment of your proxy.
5. Appointment of Proxy by Joint Holders
In the case of joint holders, where more than one of the joint holders purports to appoint one
or more proxies, only the purported appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the names of the joint holders appear
in the Company’s register of members in respect of the joint holding (the first named being the
most senior).
6. Corporate Representatives
Any corporation which is a member can appoint one or more corporate representatives.
Members can only appoint more than one corporate representative where each corporate
representative is appointed to exercise rights attached to different shares. Members cannot
appoint more than one corporate representative to exercise the rights attached to the same
share(s).
7. Entitlement to Attend and Vote
To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they
may cast), members must be registered in the Company’s register of members at 6:30pm on
21 March 2025 (or, if the AGM is adjourned, at 6:30pm on the day two days (excluding non-
working days) prior to the adjourned meeting). Changes to the Company’s register of members
after the relevant deadline will be disregarded in determining the rights of any person to attend
and vote at the AGM.
8. Nominated Persons
Any person to whom this notice is sent who is a person nominated under section 146 of the
Companies Act 2006 (the ‘Act’) to enjoy information rights (a ‘Nominated Person’) may, under an
agreement between him or her and the member by whom he or she was nominated, have a right
to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated
Person has no such proxy appointment right or does not wish to exercise it, he or she may, under
any such agreement, have a right to give instructions to the member as to the exercise of voting
rights.
9. Website Giving Information Regarding the AGM
Information regarding the AGM, including information required by section 311A of the Act, and a
copy of this Notice of AGM is available at: patriaprivateequitytrust.com.
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10. Audit Concerns
Members should note that it is possible that, pursuant to requests made by members of the
Company under section 527 of the Act, the Company may be required to publish on a website a
statement setting out any matter relating to: (a) the audit of the Company’s accounts (including
the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (b)
any circumstance connected with an auditor of the Company ceasing to hold office since the
previous meeting at which Annual Report and Financial Statements were laid in accordance
with section 437 of the Act. The Company may not require the members requesting any such
website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where
the Company is required to place a statement on a website under section 527 of the Act, it
must forward the statement to the Company’s auditor not later than the time when it makes the
statement available on the website. The business which may be dealt with at the AGM includes
any statement that the Company has been required under section 527 of the Act to publish on a
website.
11. Voting Rights
As at 27 January 2025 (being the latest practicable date prior to the publication of this notice),
the Company’s issued share capital consisted of 151,566,166 Ordinary Shares of 0.2 pence each.
The Company also held 2,180,128 shares in treasury. Only holders of Ordinary Shares are entitled
to attend and vote at the AGM. Each Ordinary Share in issue carries one vote. Therefore, the total
voting rights in the Company as at 28 January 2025 is 151,566,166 votes.
12. Notification of Shareholdings
Any person holding 3% or more of the total voting rights of the Company who appoints a person
other than the Chair of the Annual General Meeting as his proxy will need to ensure that both
he, and his proxy, comply with their respective disclosure obligations under the UK Disclosure
Guidance and Transparency Rules.
13. Further Questions and Communication
Under section 319A of the Act, the Company must cause to be answered any question relating
to the business being dealt with at the AGM put by a member attending the meeting unless
answering the question would interfere unduly with the preparation for the meeting or involve
the disclosure of confidential information, or the answer has already been given on a website in
the form of an answer to a question, or it is undesirable in the interests of the Company or the
good order of the meeting that the question be answered. Members may not use any electronic
address provided in this notice or in any related documents (including the accompanying
document, Form of Proxy to communicate with the Company for any purpose other than those
expressly stated).
Under sections 338 and 338A of the Act, members meeting the threshold requirements in those
sections have the right to require the Company: (i) to give, to members of the Company entitled
to receive notice of the AGM, notice of a resolution which those members intend to move (and
which may properly be moved) at the AGM; and/or (ii) to include in the business to be dealt with
at the AGM any matter (other than a proposed resolution) which may properly be included in the
business at the AGM. A resolution may properly be moved, or a matter properly included in the
business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether
by reason of any inconsistency with any enactment or the Company’s constitution or otherwise);
(b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to
this right may be in hard copy or electronic form, must identify the resolution of which notice is
to be given or the matter to be included in the business, must be accompanied by a statement
setting out the grounds for the request, must be authenticated by the person(s) making it and
must be received by the Company not later than the date that is six clear weeks before the AGM,
and (in the case of a matter to be included in the business only) must be accompanied by a
statement setting out the grounds for the request.
14. Directors’ Letters of Appointment
The Directors’ letters of appointment will be available for inspection at the registered office of
the Company during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) from the date of this notice until the conclusion of the AGM and at 12 Hay Hill,
Mayfair, London W1J 8NR which is also the venue of the AGM, from 15 minutes before and during
the AGM.
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Appendix to the Notice of Annual General Meeting
Summary of the Amendments to the Company’s Investment Objective and Policy
Investment Objective
“To achieve long-term total returns through holding
investing in and managing a
diversified
diverse portfolio of private equity funds and direct investments into private
companies alongside private equity managers, a majority of which will have a, principally
focused on the European focus.
mid-market.”
Investment Policy
“The Company: (i) commits
seeks to achieve its investment objective by, principally:
(i) committing to private equity funds, both on a primary basis; (ii) acquires private equity fund
interests in the (at a fund’s inception) and a secondary market; and (iii) makesbasis (by
acquiring fund positions from other investors during a fund’s life); and
(ii) making direct investments into private companies
(via co-investments and single-asset
company secondaries. Its)
into private companies alongside mid-market focused private
equity firms.
The Company expects that the value of fund investments will represent around 65-80% of
the total value of investments and that the value of direct investments will represent 20-35%
of the total value of investments. No single fund investment or direct investment may exceed
15% of the Company’s total value of investments at the time of investment.
Investments made by the Company are typically with or alongside private equity firms with
whom the Manager has an established relationship and has conducted full due diligence on.
Whilst the significant majority of investments will have a European focus, the Company’s
policy is to maintain a broadly
diversified portfolio by country, industry sector, maturity and
number of underlying investments.
The objective is for the portfolio to comprise around 50 “active” private equity fund
investments; this excludes funds that have recently been raised, but have not yet started
investing, and funds that are close to or being wound up. The Company may also invest up to
25% of its assets in direct investments into private companies, via co-investments alongside
private equity managers.
The Company may also hold direct private equity investments or quoted securities as a result of
distributions in specie from its portfolio of fund investments. The Company’s policy is normally to
dispose of such assets as soon as practicable where they are held on an unrestricted basis.
To maximise the proportion of invested assetsAs an investor in private equity funds, the
Company follows an over-commitment strategy by making commitments which exceed its
uninvested capital. This allows the Company to maximise the proportion of invested assets,
allowing efficient use of the Company’s resources.
In making such commitments, the Manager, together with the Board, will take into account the
uninvested capital, the value and timing of expected and projected cash flows to and from the
portfolio and, from time to time, may use borrowings to meet drawdowns. The Board has agreed
that the over-commitment ratio should sit within the range of 30% to 75
65% over the long term.
The Company’s maximum borrowing capacity, defined in its Articles of Association, is an amount
equal to the aggregate of the amount paid up on the issued share capital of the Company and
the amount standing to the credit of the reserves of the Company. However, it is expected
that borrowings would not normally exceed 30% of the Company’s net assets at the time of
drawdown.
The Company’s non-sterling currency exposure is principally to the euro and US dollar. The
Company does not seek to hedge this exposure into sterling, although any borrowings in euros
and other currencies in which the Company is invested would have such a hedging effect.
Cash held pending investment is
may be invested in short-dated government bonds, money-
market instruments, bank deposits or other similar investments. Cash held pending investment
may also be invested in other listed investment companies or trusts. The Company will not invest
more than 15% of its total assets in such listed equities.
The investment limits described above are all measured at the time of investment.
.”
117
Patria Private Equity Trust | Annual Report 2024
Strategic
Report
Investment
Manager’s
Review
Corporate
Governance
Financial
Statements
Other
Information
Contacts
Directors
Alan Devine, Chair
Dugald Agble
Diane Seymour-Williams
Yvonne Stillhart
Calum Thomson
Investment Manager
Patria Capital Partners LLP
50 Lothian Road
Edinburgh
EH3 9WJ
United Kingdom
Company Secretary
GPMS Corporate Secretary Limited
50 Lothian Road
Edinburgh
EH3 9WJ
United Kingdom
Company Administrator
IQ EQ Administration Services (UK) Limited
4th Floor
More London Riverside
London
SE1 2AQ
United Kingdom
Company Depositary
IQ EQ Depositary Company (UK) Limited
4th Floor
More London Riverside
London
SE1 2AQ
United Kingdom
Company Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QN
United Kingdom
Solicitor
Dickson Minto WS
16 Charlotte Square
Edinburgh
EH2 4DF
United Kingdom
Tax Adviser
PricewaterhouseCoopers LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
United Kingdom
Independent Auditor
BDO LLP
Citypoint
65 Haymarket Terrace
Edinburgh
EH12 5HD
United Kingdom
Banker
BNP Paribas Securities Services SA
10 Harewood Avenue
London
NW1 6AA
United Kingdom
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
(Further details on Equiniti can be found at
www.shareview.co.uk)
Patria Private Equity Trust plc
16 Charlotte Square
Edinburgh
EH2 4DF
Registered in Scotland as an
Investment Company Number SC216638
Patria Private
Equity Trust plc