ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024 ## Investing in private ## companies to generate ## defensive growth ICG ENTERPRISE TRUST PLC ### Annual Report and Accounts 2024 ## Defensive growth with ## a disciplined approach ### We seek to deliver consistently ### strong returns by investing in ### profitable private companies, ## primarily in North America P4 ### and Europe. ### Chair’s statement ICG Enterprise Trust’s performance reinforces the Board’s confidence in the resilience of the Portfolio and the benefits through economic cycles of our strategic focus on defensive growth. | STRATEGIC REPORT | GOVERNANCE | | | --- | --- | --- | | 1 FY24 highlights | 38 Governance overview | | | 2 At a glance | 40 Board of Directors | | | 4 Chair’s statement | 42 Corporate governance report | | | 8 Our purpose | 46 Report of the Directors | | | 10 Our investment strategy | 48 Directors’ remuneration report | | | 12 Key performance indicators | 52 Report of the Audit Committee | | | 14 Manager’s review | 54 Statement of Directors’ | | | 22 Stakeholder engagement | | responsibilities | 26 A culture of responsible investing 30 How we manage risk ## 33 Principal risks and uncertainties P8 37 Viability and going concern statements ### Our purpose Providing shareholders with access to the attractive long-term returns generated by investing in private companies. | FINANCIAL STATEMENTS | | OTHER INFORMATION | | | --- | --- | --- | --- | | 55 Independent auditor’s | | 84 30 largest fund investments | | | | report to the members | 85 Portfolio analysis | | | | of ICG Enterprise Trust Plc | 87 Glossary | | | 62 Income statement | | 90 Shareholder information | | | 63 Balance sheet | | 91 Investment policy | | | 64 Cash flow statement | | 92 Additional disclosures required | | | 65 Statement of changes in equity | | | by the Alternative Investment | | 66 Notes to the financial statements | | | Fund Managers Directive | IBC How to invest in ICG Enterprise Trust Plc ## P10 ### Our investment strategy Amid heightened macroeconomic and geopolitical volatility, we maintained discipline in our investment th approach and delivered our 15 consecutive year of Portfolio growth on local currency basis. icg-enterprise.co.uk ICG Enterprise Trust Plc STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Our investment strategy of focusing on businesses with defensive growth characteristics has resulted in our portfolio companies reporting another period of strong operating performance. ![img-0.jpeg](img-0.jpeg) P14 Manager's review ![img-1.jpeg](img-1.jpeg) P22 Stakeholder engagement Considering the long-term consequences of our decisions and their impact upon our stakeholders and the wider community and environment. ### FY24 HIGHLIGHTS - Portfolio companies' operating performance demonstrated resilient defensive growth characteristics. - Clear approach to capital allocation with a focus on creating sustainable shareholder value. PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS² 5.9% (31 January 2023: 10.5%) NAV PER SHARE TOTAL RETURN² 2.1% (31 January 2023: 14.5%) SHARE PRICE TOTAL RETURN² 9.6% (31 January 2023: -2.3%) KEY PERFORMANCE INDICATORS: P12 PORTFOLIO VALUE NAV PER SHARE £1,349m (31 January 2023: £1,406m) 1,909p (31 January 2023: 1,903p) AT A GLANCE: P2 ### Please note In the Chair's statement, Manager's review and Other information sections, reference is made to the 'Portfolio' (2024: £1,349m, 2023: £1,406m). The Portfolio is an Alternative Performance Measure ('APM'), defined as the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. The Board and Manager consider that disclosing our Portfolio assists shareholders in understanding the value and performance of the portfolio companies which comprise the assets of the ICG Enterprise Trust, held through underlying fund investments and direct investments selected by the Manager. The Portfolio does not include the Co-investment Incentive Scheme Accrual (2024: £54.4m, 2023: £58.1m). This ensures Portfolio returns are not distorted by certain funds and direct investments on which ICG Enterprise Trust Plc does not incur Co-investment Incentive Scheme costs (for example, on funds managed by Intermediate Capital Group plc ('ICG')). Portfolio is related to the Net Asset Value, which is the value attributed to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash on our balance sheet. Further details are set out in the Glossary on pages 87 to 89. 1 This is an APM. Further details are set out in the Glossary on page 87. 2 Unless otherwise stated, all share price and NAV per Share performance figures are stated on a Total Return basis (i.e. including the effect of reinvested dividends). ICG Enterprise Trust Plc Annual Report and Accounts 2024 1 AT A GLANCE ### WHAT WE INVEST IN ### Cash-generative companies in North America and Europe HOW WE MANAGE OUR ASSETS PORTFOLIO COMPOSITION BALANCE SHEET INVESTMENT TYPE GEOGRAPHIC SPLIT NET CASH/(NET DEBT) Primary Funds North America Direct Investments Europe (including the UK) ### +10% Secondary Investments Other T A R G E T T A R G E T ~25% 8% 15% ### 0% | | | | | | 40% | | Five-year average: (1%) | | --- | --- | --- | --- | --- | --- | --- | --- | | | FIVE-YEAR | | | FIVE-YEAR | | | | | | | | ~50% | | | ~50%~50% | | | | AVERAGE | | | AVERAGE | | | (31 January 2024: (1%)) | | 28% | | 57% | | | | | | 52% ~25% ### (10%) | 31 January 2024 outcome: | | | 31 January 2024 outcome: | | | | --- | --- | --- | --- | --- | --- | | 53% | 29% | 18% | 42% | 51% | 7% | | Primary Funds | Direct | Secondary | North America | Europe | Other | | | Investments | Investments | | (including the UK) | | OUR POINTS OF DIFFERENCE CLEAR INVESTMENT STRATEGY ACTIVELY CONSTRUCTED PORTFOLIO DEDICATED INVESTMENT TEAM A focus on investing in defensive Exposure to profitable, cash-generative private A dedicated and highly experienced growth companies companies in North America and Europe investment team A PORTFOLIO OF COMPANIES WITH DEFENSIVE GROWTH CHARACTERISTICS SEE PAGE 10 ### SUPPORTED BY OUR Leveraging ICG’s scale and experience ## MANAGER, ICG, A LEADING $86bn Combining our proven strategy and Assets under management ### GLOBAL ALTERNATIVE balanced approach with the strength ### ASSET MANAGER of ICG’s global platform Our Manager’s expertise and ## A GLOBAL PLATFORM 35 access, along with our unique access to ICG-managed funds Year track record DEVELOPING LONG-TERM RELATIONSHIPS and direct investments, have greatly benefited our shareholders PROPRIETARY DEAL FLOW since our partnership began. ## 17 Locations globally ICG Enterprise Trust Plc Annual Report and Accounts 20242 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### HOW WE MANAGE OUR PORTFOLIO ### Our business model enables us to realise long-term value by combining ### our proven strategy alongside our Manager’s global platform A DILIGENT INVESTMENT PROCESS Including ESG considerations and disciplined capital allocation SOURCE OPPORTUNITIES ANALYSE & INVEST The team actively sources new Ahead of any investment, deep opportunities, maintaining close and granular due diligence is relationships with private equity undertaken. A detailed managers. As part of ICG, the investment recommendation is team also benefits from insights then discussed by the Investment and proprietary deal flow from Committee and, if approved, the wider ICG network. moves to legal review. SOURCE ANALYSE OPPORTUNITIES & INVEST REINVEST OR RETURN MONITOR & ACTIVELY Proceeds from the sales MANAGE PORTFOLIO of portfolio companies are Underlying performance MONITOR & reinvested in new investment is closely monitored and REINVEST OR ACTIVELY MANAGE opportunities, or returned RETURN PORTFOLIO the Portfolio’s exposures are to shareholders through actively managed to ensure dividends or share buybacks. consistent, strong performance. INVESTMENT COMMITTEE OVERSIGHT UNDERPINNED BY OUR APPROACH TO RESPONSIBLE INVESTING SEE PAGE 26 How we benefit ## 32.5% ACCESS of Portfolio in icgam.com ICG-managed assets INSIGHTS Go online to find out more information about our Manager. EXPERTISE ## 10.9% Local currency return on ICG-managed assets for the year ended 31 January 2024 ICG Enterprise Trust Plc Annual Report and Accounts 2024 3 CHAIR’S STATEMENT ## I am confident that our ## long-term investment ## strategy focused on ## generating defensive ## growth has a meaningful ## role to play in many ## investors’ portfolios. JANE TUFNELL CHAIR 4 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Dear fellow shareholders, ICG Enterprise Trust ended the financial year with a NAV per Share of slight outperformance compared to Primary investments, 1,909p, representing a NAV per Share Total Return of 2.1%. Over the showing the benefit of active fund management by the dedicated last five years we have generated an annualised NAV per Share Total ICG Enterprise Trust investment team. Return of 14.6% and an annualised Share Price Total Return of 11.2%. To put that in absolute terms, if you had invested in £1,000 in ICG This year we had 38 Full Exits of investments, which were executed at a Enterprise Trust’s shares on 31 January 2019 and had reinvested all weighted average Uplift to Carrying Value of 29.5%. This uplift, coupled dividends received, your shares at 31 January 2024 would be worth with the strong financial performance of the underlying companies, 1 approximately £1,698. Those figures are net of all fees and expenses . gives me confidence in the carrying valuation of our Portfolio. OUR INVESTMENT STRATEGY IS DELIVERING In a financial year which started with a regional banking crisis in the US, In the 12 months under review, your Company’s Portfolio grew in persistent inflation and high interest rates, optimism returned towards local currency terms by 5.9%. This performance is spread across the latter stages of the period that the worst may be over. The question all three of our routes to market: Primary, Direct and Secondary on many investors’ minds now is central banks’ behaviour with regard investments, with Direct and Secondary investments demonstrating to the direction and pace of future interest rate movements. ### DEFINING A CLEAR GOVERNANCE STRUCTURE Board oversight of the Manager (including the ability to give specific instructions) BOARD OF DIRECTORS MANAGEMENT AUDIT NOMINATIONS ENGAGEMENT COMMITTEE COMMITTEE COMMITTEE INVESTMENT MANAGER Broad delegated authority under Supervision of the Management Agreement, Board oversight service providers of service providers subject to investment policies, by the Manager procedures and guidelines (and Articles of Association). SERVICE PROVIDERS ADMINISTRATOR SHAREHOLDER CORPORATE CUSTODIAN/ LEGAL / TA X AND COMPANY AUDITOR REGISTRAR REL ATIONS & BROKERS DEPOSITARY ADVISERS SECR ETA RY MARKETING 1 Note performance data excludes taxes that the end investor may incur and dealing costs such as platform fees. ICG Enterprise Trust Plc Annual Report and Accounts 2024 5 CHAIR’S STATEMENT CONTINUED To the extent that the coming quarters see increased levels of LOOKING AHEAD – AN INVESTMENT THAT DESERVES WIDER RECOGNITION transaction volumes, I believe this is likely to provide further proof points I thank all shareholders for your support over the past year. I have that our valuations are supportable and that our NAV can be relied spoken to many of you during the last few months and I am confident upon by shareholders as an indicator of the value of their investment. that our long-term investment strategy focused on generating defensive growth has a meaningful role to play in many investors’ portfolios. DIVIDEND FY24 The Board is proposing a final dividend of 9p per share. Together We support the Bill to amend the regulatory requirement for cost with the three interim dividends of 8p per share, this will result in disclosure as led by Baroness Altmann in the House of Lords in total dividends for the year of 33p per share, representing a 10% March this year. These legislative changes would create greater increase on the prior year dividends and the eleventh consecutive understanding of the sector and are much needed. year of ordinary dividend per share increases. ### FOCUS ON SHAREHOLDER VALUE ### Your Board’s approach to maximising shareholder value is anchored around four pillars, which can ### be grouped into two categories: i) optimising the NAV return; and ii) aligning as closely as possible ### the shareholder experience with the NAV return. Executed effectively, these four pillars should ensure that we have an attractive investment Portfolio; a clear NAV development; an appropriate form of shareholder returns between capital appreciation, dividend and buybacks; and an increasingly deep pool of investor interest. Both the Board and employees of the Manager have significant interest in this approach succeeding, in aggregate owning over 250,000 shares in ICG Enterprise Trust. OPTIMISING NAV RETURN ALIGNING SHAREHOLDER EXPERIENCE TO NAV RETURN 1. INVESTMENT STRATEGY 2. COST BASE 3. CAPITAL ALLOCATION 4. EFFECTIVE MESSAGING AND SHAREHOLDER Since ICG became our Manager We work with our Manager and We focus on the allocation ENGAGEMENT | in 2016, we have become fully | other providers to ensure that | of capital between new | | | --- | --- | --- | --- | | invested and have increased | costs are appropriate, and to | investments and distributions | In recent quarters we have | | allocations to North America | maximise the net return of our | to shareholders. To-date we | significantly advanced | | and to Secondary investments. | investment strategy. Effective | have had two mechanisms | ICG Enterprise Trust’s | | These shifts have positively | February 2023, we announced | of distributing capital: a | communications through | | impacted the Portfolio returns, | a cap on our management fee | progressive dividend policy | clarified messages, a new | | and our focus on buyouts of | rate and a change to the cost | (since 2017); and, since | website, and enhanced | | companies with defensive | sharing arrangement with the | October 2022, a long-term | disclosure on the performance | | growth characteristics – | Manager, which combined | share buyback programme. | of the portfolio companies. | | with no exposure to venture | have saved shareholders | Since its launch and up to and | Today, supported by our | | capital or growth equity – has | approximately £1.9 million | including 1 May 2024, we have | recently-announced | | proven its worth and role in | in FY24. | been in the market on more | partnership with Cadarn | | shareholders’ portfolios. | | than 100 separate occasions | Capital, we are meeting | | Our Portfolio is generating | | and have returned £22 million | with many more current | | compounding growth. We have | | to shareholders through | and potential shareholders. | | a dedicated investment team | | buybacks. I am proud that we | This effort is continuing, | | to execute our strategy, which | | were early movers in taking a | and we believe it will help | | we believe will continue to | | deliberate, long-term approach | generate incremental | | perform in the years ahead. | | to buybacks and am pleased | demand for our shares. | with the execution so far. Today we are also announcing a new, third component to our shareholder distributions for FY25 – an opportunistic share buyback programme. See page 21 for further details. ICG Enterprise Trust Plc Annual Report and Accounts 20246 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### UPCOMING DATES FOR YOUR DIARIES 25 JUNE 2024 ### Annual General Meeting The Annual General Meeting will be held on 25 June 2024. The Board will be formally communicating with shareholders outlining the format of the meeting separately in the Notice of Meeting. This will include details of how shareholders may register their interest in attending the Annual General Meeting. 18 JUNE 2024 ### Shareholder seminar We will be holding a shareholder seminar for institutional shareholders and research analysts on 18 June 2024, with registration and breakfast starting at 8:45AM BST. Topics include: • Navigating the private equity landscape • The environment for financing buyouts • Secondaries and their role in a portfolio • ICG Enterprise Trust’s positioning and opportunity set Shareholders should contact icg-enterprise@icgam.com should they wish to attend. Please note that for regulatory reasons this event is only open to institutional investors and research analysts. As private ownership of companies continues to grow in the coming years, ICG Enterprise Trust’s purpose – to make the private available to the public – will be evermore valid. We enable you to invest in ## I look forward to working parts of the economy that you cannot directly access through public markets. I believe our investment approach will continue to generate ## hard with my Board attractive risk-adjusted returns in the future, and our evergreen capital base combined with our dedicated investment team and ## colleagues, the Manager broader support of the ICG network means we have the financial and human resources needed to execute successfully. ## and the wider investment I look forward to working hard with my Board colleagues, the ## community to further the Manager and the wider investment community to further the interests of ICG Enterprise Trust in the coming year and beyond. ## interests of ICG Enterprise ## Trust in the coming year Jane Tufnell Chair ## and beyond. 7 May 2024 ICG Enterprise Trust Plc Annual Report and Accounts 2024 7 OUR PURPOSE # A clear purpose Our purpose is to provide shareholders with access to the attractive long-term returns generated by investing in private companies, with the added benefit of daily liquidity. ![img-2.jpeg](img-2.jpeg) 8 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### DEFINES EVERYTHING WE DO, ### AND HOW WE DO IT, IMPACTING ### ALL ASPECTS OF OUR BUSINESS OUR INVESTMENT STRATEGY We aim to build a portfolio of companies with defensive growth characteristics that will generate consistently strong returns for shareholders, over the long term. SEE PAGE 10 GOVERNANCE By encouraging entrepreneurial and responsible management, supported by a robust governance framework, we support the creation of long-term, sustainable value. STAKEHOLDER SEE PAGE 38 ENGAGEMENT By understanding our stakeholders, we take a holistic view of the potential impact of our decisions. SEE PAGE 22 A CULTURE OF RESPONSIBLE INVESTING A targeted approach to responsible investing embedded within our investment approach. SEE PAGE 26 ICG Enterprise Trust Plc Annual Report and Accounts 2024 9 OUR INVESTMENT STRATEGY ## Highly focused ## Our approach to generating long-term capital growth INVESTING IN COMPANIES WITH STRONG DEFENSIVE GROWTH CHARACTERISTICS A PROVIDER OF A STRONG STRONG PRICING A HIGH MARGIN MISSION-CRITICAL MARKET POSITION POWER BUSINESS MODEL SERVICES We focus on the buyout segment of Through this approach, we the private equity market, in which aim to maintain a portfolio of target companies are typically companies with defensive growth profitable, cash generative and more characteristics, as we believe mature. Within buyouts, our focus is these companies will generate the ### DEFENSIVE on mid-market and larger transactions, most resilient and consistently ### partnering with leading private equity GROWTH strong returns over the long term. ### managers in developed markets. COMPANIES GENERATING ALPHA LEADING PRIVATE EQUITY MANAGERS Track records of investing well through cycles GENERATING ALPHA MID-MARKET AND LARGER DEALS More likely to be resilient and attract stronger management teams DEVELOPED MARKETS Primarily in North America and Europe; more mature markets, REDUCING RISK more experienced managers REDUCING RISK BUYOUTS More consistent returns profile, with less risk than other private equity strategies ALL PRIVATE EQUITY ICG Enterprise Trust Plc Annual Report and Accounts 202410 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION PRIMARY FUNDS SECONDARY INVESTMENTS DIRECT INVESTMENTS Commitments to new private Acquiring fund interests and Investing directly in companies equity funds. commitments from other investors. alongside funds managed by ICG and third-party fund managers. INDICATIVE CASH PROFILE INDICATIVE CASH PROFILE INDICATIVE CASH PROFILE Primary Fund commitments are typically Investments in mature private equity Direct Investments are realised when drawn down over three to five years and funds which have an established portfolio the underlying portfolio company is are repaid as the underlying fund realises typically return capital earlier than a sold by its underlying manager. its investments. Primary Fund investment. IN IN IN OUT OUT OUT Year 10 Fund life Investment period ## 53% 18% 29% Portfolio Investments Portfolio Investments Portfolio Investments ## 32% Of the Portfolio is invested into ICG-managed Funds and Direct Investments PORTFOLIO COMPANY PERFORMANCE As we focus on building out our Portfolio with an eye on the future, its performance over the last financial year continues to be resilient: ## 14.2% LTM 1 EBITDA GROWTH | 11.6% | 4.6x | | | --- | --- | --- | | LTM 1 REVENUE | NET DEBT/ | | | GROWTH | EBITDA | 2 | | | | | G | E D | P | E R | I M | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | A | R | | | | | E T | | | | | | N | L | | | | | | | E | | | | | E | | | | | | | | R | | | | 67. 5% | | | | | | | | | | 14.6% | | | PORTFOLIO | | | | | | | | | | ENTERPRISE | | | COVERAGE | | | | | | | | | | VALUE/EBITDA | 2 | Note: values are weighted averages for the respective Portfolio segment; see Glossary for definition and calculation methodology. 1 Last Twelve Months. 2 Weighted average metrics exclude PetSmart, for which EBITDA multiple is not an appropriate valuation metric. ICG Enterprise Trust Plc Annual Report and Accounts 2024 11 Year 0 Year 0 Year 10 Year 0 Year 10 Investment period KEY PERFORMANCE INDICATORS ## Assessing our performance ### We make long-term investments to generate compounding value over multiple years, ### and believe our performance should be judged on a multi-year basis. STREAMLINING OUR PERFORMANCE MEASURES PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS This year we have reduced our set of KPIs from four to three. With an increasing focus on share buybacks as a ## 5.9% component of shareholder return, Total Dividend per ordinary share no longer provides sufficient coverage of our progress. We maintain both our progressive dividend 1 YEAR 5.9% policy and long-term share buyback programme, and therefore Total Shareholder Return, an existing KPI, 3 YEARS 14.8% P.A. provides a more holistic measure of the value generated for shareholders. 5 YEARS 17.1% P.A. RATIONALE Portfolio Return on a Local Currency Basis measures the total movement in the underlying investment Portfolio valuation, without the influence of foreign exchange movements or the Co-investment Incentive Scheme Accrual. It is a measure of the performance of the underlying managers and the investment team’s selective investment approach and management of the Portfolio. PROGRESS IN THE YEAR The Portfolio generated a local currency return of 5.9% in the 12 months to 31 January 2024 (31 January 2023: 10.5%). A reconciliation of the performance can be found in the Glossary on page 87. EXAMPLES OF RELATED FACTORS THAT WE MONITOR • Monitoring of the Portfolio performance and watchlist • Valuations provided by underlying managers ## We engage in the thoughtful • Performance of Primary Funds, Secondary Investments and Direct Investments ## review and optimisation • Detailed analysis of the Top 30 companies’ performance, EBITDA and revenue growth, leverage, valuation multiples, performance ## of our performance KPI against investment thesis and exit prospects • Overall EBITDA and revenue growth, leverage and valuation ## measures by continuously multiples of the Portfolio as reported by the underlying managers ## refining these metrics. LINK TO STRATEGIC OBJECTIVE ## Through this process, we • Portfolio composition ## unlock the pathway to ## sustained performance ## delivery for our shareholders. ### Rationale JANE TUFNELL RISK MANAGEMENT CHAIR The execution of the Company’s investment strategy is subject to risk and uncertainty. The Board and Manager have a comprehensive risk assessment process, regularly re-evaluating the impact and probability of each risk materialising and the financial or strategic impact of the risk. ICG Enterprise Trust Plc Annual Report and Accounts 202412 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION NAV PER SHARE TOTAL RETURN SHARE PRICE TOTAL RETURN | 2.1% | | | | | 9.6% | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Index Total | | | | | Index Total | | | | | | | Return | | | | | Return | | 1 YEAR 2.1% | | | | 1.9% | 1 YEAR | 9.6% P.A. | | | 1.9% | | 3 YEARS | 13.3% P.A. | | | 8.4% | 3 YEARS | | 11.1% P.A. | | 8.4% | | 5 YEARS | | 14.6% P.A. | | 5.5% | 5 YEARS | | 11.2% P.A. | | 5.5% | RATIONALE RATIONALE NAV per Share Total Return is shown net of all costs associated with Measures performance in the delivery of shareholder value, after taking running the Company and includes the impact of any movement in into account share price movements (capital growth) and any dividends foreign exchange on valuations. As it includes all of the components paid in the period. The Share Price Total Return will differ from NAV of the Company’s performance it reflects the attributable value per Share Total Return depending on the movement in the share price of a shareholder’s investment in ICG Enterprise Trust Plc. discount to NAV per Share. PROGRESS IN THE YEAR PROGRESS IN THE YEAR The Company has continued to build on its positive performance, The Company’s share price increased to 1,226p. Together with dividends reporting NAV per Share Total Return of 2.1% in the 12 months to of £21.7m paid in the year, we generated a Share Price Total Return of 31 January 2024 (31 January 2023: 14.5%). The FTSE All-Share Total 9.6% in the 12 months to 31 January 2024 (31 January 2023: -2.3%). Return was 1.9% over the same period (31 January 2023: 5.2%). The FTSE All-Share Total Return was 1.9% over the same period (31 January 2023: 5.2%). See page 4 for more details. EXAMPLES OF RELATED FACTORS THAT WE MONITOR EXAMPLES OF RELATED FACTORS THAT WE MONITOR • Performance relative to the wider public markets and in particular • Performance relative to the wider public markets and in particular the FTSE All-Share Total Return the FTSE All-Share Total Return • Performance relative to listed private equity peer group • Performance relative to the listed private equity peer group • Portfolio performance • Level of discount in absolute terms and relative to the listed • Valuations provided by underlying managers private equity peer group • Impact of foreign exchange on valuations • Trading liquidity and demand for the Company’s shares in • Effect of financing (cash drag) on performance conjunction with marketing activity • Accretive impact of any share buybacks • Ongoing charges incurred, including management fees and expenses LINK TO STRATEGIC OBJECTIVE LINK TO STRATEGIC OBJECTIVE • Portfolio composition • Portfolio composition • Net gearing • Net gearing • Progressive dividend policy and share buyback programme | RISK APPETITE | | As part of its risk management framework, the | | HOW WE MANAGE RISK: P30 | | --- | --- | --- | --- | --- | | The Board acknowledges and recognises that | | Board considers its risk appetite in relation to each | | | | in the normal course of business the Company | | of the identified principal risks and monitors this | PRINCIPAL RISKS AND UNCERTAINTIES: P33 | | | is exposed to risk and that it is willing to accept | FTSE All-Share FTSE All-Share | on an ongoing basis. Where a risk is approaching | | | | a certain level of risk in managing the business | | or is outside the tolerance set, the Board will | | | | to achieve its targeted returns. | | consider the appropriateness of actions being | | | taken to manage the risk. ICG Enterprise Trust Plc Annual Report and Accounts 2024 13 MANAGER’S REVIEW ## Against a background ## of slower market-wide ## activity, our evergreen ## capital structure, ## well-capitalised balance ## sheet and strong ## relationships are enabling ## us to continue to invest ## for future growth. OLIVER GARDEY HEAD OF PRIVATE EQUITY FUND INVESTMENTS 14 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Alternative Performance Measures The Company holds certain investments in subsidiary entities. The substantive difference between APM and IFRS is the treatment of The Board and the Manager monitor the financial performance of the the assets and liabilities of these subsidiaries. The APM basis “looks Company on the basis of Alternative Performance Measures (APM), through” these subsidiaries to the underlying assets and liabilities which are non-IFRS measures. The APM predominantly form the basis they hold, and it reports the investments as the Portfolio APM. Under of the financial measures discussed in this review, which the Board IFRS, the Company and its subsidiaries are reported separately. believes assists shareholders in assessing their investment and the The assets and liabilities of the subsidiaries are presented on the delivery of the investment strategy. face of the IFRS balance sheet as a single carrying value. The same is true for the IFRS and APM basis of the Cash flow statement. The following table sets out IFRS metrics and the APM equivalents: IFRS 31 January 2024 31 January 2023 APM 31 January 2024 31 January 2023 £m £m £m £m Investments 1,296 1,349 Portfolio 1,349 1,406 NAV 1,283 1,301 Realisation Proceeds 171 252 Cash flows from the sale 41 32 Total Proceeds 239 252 of portfolio investments Cash flows related to the purchase 25 62 Total New Investment 137 287 of portfolio investments The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and IFRS. ### INVESTING TODAY... ...COMMITTING TO TOMORROW ### Enabling us to invest in Accessing top-tier managers ### a slower environment and maintaining an active ### investment programme | | Primary | | | Primary | | --- | --- | --- | --- | --- | | £137m | Direct | £153m | | | | New Investments | | | New fund | | commitments | NEW DIRECT INVESTMENTS | CAPITALISING ON OPPORTUNITIES | | --- | --- | | • Archer Technologies | • Commitments made to 12 funds | | • Ping Identify | • Two commitments to ICG-managed funds, totalling £42m | • Atlas Technical Consultants • Big Blue Marble Academy Secondary Secondary ICG Enterprise Trust Plc Annual Report and Accounts 2024 15 MANAGER'S REVIEW CONTINUED # Our portfolio companies are performing strongly ## Our investment strategy We focus on investing in buyouts of profitable, cash-generative businesses in developed markets that exhibit defensive growth characteristics which we believe support strong and resilient returns across economic cycles. We take an active approach to portfolio construction, with a flexible mandate that enables us to deploy capital in Primary, Secondary and Direct investments. Geographically, we focus on the developed markets of North America and Europe which have deep and mature private equity markets, supported by a robust corporate governance ecosystem. | | Medium-term target | Five-year average^{1} | 31 January 2024 | | --- | --- | --- | --- | | **1. Target Portfolio composition** | | | | | **Investment category** | | | | | Primary | ~50% | 57% | 53% | | Direct | ~25% | 28% | 29% | | Secondary | ~25% | 15% | 18% | | **Geography^{2}** | | | | | North America | ~50% | 40% | 42% | | Europe (including the UK) | ~50% | 52% | 51% | | Other | ~0% | 8% | 7% | | **2. Balance sheet** | | | | | Net cash/(debt)^{3} | ~0% | (1)% | (1)% | 1 Five-year average is the linear average of FY exposures for FY20-FY24. 2 As a percentage of Portfolio. 3 (Net cash)/debt as a percentage of NAV. ICG Enterprise Trust benefits from access to ICG-managed funds and ICG-managed direct co-investments, which represented 32% of the Portfolio value at the period end and generated a 10.9% return on a local currency basis. ## The market during FY24 and its impact on ICG Enterprise Trust The private equity buyout market globally saw a year-on-year decline in the value of investments and realisations in 2023, down 37% and 44% respectively compared to 2022. This marks the second consecutive year of reductions, and is the steepest decline in activity since the Global Financial Crisis. While ICG Enterprise Trust's business activity did reduce, we continued to be cashflow positive at the Portfolio level. Whilst private markets fundraising overall was down in 2023, global fundraising for buyouts (by value) was up by 18% compared to 2022. However, there was a significant shift towards larger funds, and as a result the average fund size increased while the number of funds raised reduced. This meant that despite a seemingly buoyant market, it remained a difficult fundraising environment for the vast majority of managers. This benefits LPs such as ICG Enterprise Trust, with evergreen capital structures and well-capitalised balance sheets, as we were able to access the highest quality and most sought-after managers, while achieving more favourable legal terms. Looking ahead, this will also improve our opportunity set for both direct and secondary investments. From a Portfolio perspective, private market valuations have continued to show more stability than public markets, and the market-wide trend of generally realising investments at uplifts to NAV has continued – a trend that ICG Enterprise Trust has also observed. This is supported by the strong operational performance our portfolio companies have reported during the year. The combination of lower transaction activity and higher debt financing costs has meant that we executed on our investment strategy with elevated levels of caution during FY24. We had a particular focus on managing our balance sheet conservatively, and reduced the number of direct investments we made, preferring to get wider exposure to the market through primary transactions. In environments such as these, our focus on investing in companies with defensive growth characteristics demonstrates its value for shareholders who are looking for long-term compounding growth. ## Performance overview At 31 January 2024, our Portfolio was valued at £1,349m, and the Portfolio Return on a Local Currency Basis for the financial year was 5.9% (FY23: 10.5%), driven by broad-based growth across Primary, Secondary and Direct Co-investment. The performance was impacted by a decline in the share price of Chewy (which now represents 1.4% of our Portfolio), and the impact of the secondary sale we undertook. Excluding these factors, we estimate the Portfolio Return on a Local Currency Basis would have been ~8.7%. During the period, the Portfolio value on a sterling basis decreased due to FX movements by £39m (-2.7%), and the Portfolio Return on a Sterling Basis was therefore 3.2%. As part of our active approach to managing our Portfolio, we executed a Secondary sale of certain investments that we expect to generate lower returns in the future than the rest of the Portfolio and then we expect to achieve from new investments. The sale generated an attractive net return of 1.8x invested cost, and gross cash proceeds of £68m that were received in December 2023. It also reduced our undrawn commitments by £9m. The sale was executed at a discount of 15.9%, which we estimate led to a reduction in our NAV per Share of approximately 1%. The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return of 2.1% during FY24, and ended the period with a NAV per Share of 1,909p. For Q4 the Portfolio Return on a Local Currency Basis was 1.2% and the NAV per Share Total Return was (2.1%), with the latter being negatively impacted by movements in FX as well as the secondary sale executed during December 2023. 1 Market data, where quoted, from Bain & Company 'Global Private Equity Report 2024', March 2024: www.bain.com/insights/topics/global-private-equity-report. 16 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | Movement in the Portfolio £m | 12 months to 31 January 2024 | 12 months to 31 January 2023 | | --- | --- | --- | | Opening Portfolio | 1,406 | 1,172 | | Total New Investments | 137 | 287 | | Total Proceeds | (239) | (252) | | Portfolio net cashflow | (102) | 35 | | Valuation movement^{1} | 83 | 123 | | Currency movement | (39) | 76 | | Closing Portfolio | 1,349 | 1,406 | | % Portfolio growth (local currency) | 5.9% | 10.5% | | % Currency movement | (2.7)% | 6.5% | | % Portfolio growth (sterling) | 3.2% | 17.0% | | Impact of net cash/(net debt) | (0.3)% | (0.2)% | | Management fee and other expenses | (1.4)% | (1.5)% | | Co-investment Incentive Scheme Accrual | (0.1)% | (1.2)% | | Impact of share buybacks and dividend reinvestment | 0.7% | 0.3% | | **NAV per Share Total Return** | **2.1%** | **14.5%** | 1 Refer to the Glossary. 2 94% of the Portfolio is valued using 31 December 2023 (or later) valuations (FY23: 93%). ## Executing our investment strategy ### COMMITMENTS In an environment where many investors are restricted in their ability to commit new capital, our evergreen capital structure and flexible investment mandate enables us to commit through the cycle, maintaining vintage diversification for our Portfolio and sowing the seeds for future growth. During the period we made 12 new fund Commitments totalling £153m, including £42m to funds managed by ICG, as detailed below: | Fund | Manager | Commitment during the period | | | --- | --- | --- | --- | | | | Local currency | £m | | ICG Mid-Market II | ICG | €25.0m | £22.0m | | ICG Strategic Equity V | ICG | $25.0m | £20.3m | | New Mountain VII | New Mountain | $20.0m | £16.4m | | Bowmark VII | Bowmark | £15.0m | £15.0m | | Cinven VIII | Cinven | €15.0m | £13.2m | | CVC IX | CVC | €15.0m | £13.0m | | Resolute VI | TJC | $15.0m | £12.0m | | Apax XI | Apax | €10.0m | £8.8m | | Bregal Unter IV | Bregal | €10.0m | £8.7m | | Audax VII | Audax | $10.0m | £8.0m | | Genstar XI | Genstar | $10.0m | £8.0m | | Hellman & Friedman XI | Hellman & Friedman | $10.0m | £8.0m | At 31 January 2024, ICG Enterprise Trust had outstanding Undrawn Commitments of £552m. ## Activity during the financial year ### COMMITMENTS Making commitments to funds, which expect to be drawn over 3 to 5 years: £153m (FY23: £203m) ### TOTAL NEW INVESTMENTS Cash deployments into portfolio companies, either through funds or directly: £137m (FY23: £287m) ### GROWTH Driving growth and value creation of our portfolio companies: £83m (FY23: £123m) ### TOTAL PROCEEDS Cash realisations of investments in portfolio companies, plus Fund Disposals: £239m (FY23: £252m) ICG Enterprise Trust Plc Annual Report and Accounts 2024 17 MANAGER’S REVIEW CONTINUED Year to Commitments are made in the funds’ underlying currencies. The currency 31 January 2024 Movement in Outstanding Commitments £m split of the undrawn commitments at 31 January 2024 was as follows: Undrawn Commitments as at 1 February 2023 496.7 31 January 2024 31 January 2023 | New Fund Commitments 153.3 | | Undrawn Commitments | £m % £m % | | --- | --- | --- | --- | | New Commitments relating to Co-investments 24.7 | | US dollar 290 52.5% 254 51.1% | | | Drawdowns (136.7) | | Euro 236 42.7% 226 45.5% | | | Currency and other movements, including | 14.0 | Sterling 26 4.8% 17 3.4% | | repayment of commitments which can be reinvested Total 552 100.0% 497 100% Undrawn commitments as at 31 January 2024 552.0 Total Undrawn Commitments at 31 January 2024 were comprised of INVESTMENT £434m of Undrawn Commitments to funds within their Investment Total new investments of £137m during the period, of which 15% Period, and a further £118m was to funds outside their Investment Period. (£20.5m) were alongside ICG. New investment by category detailed in the table below: | | 31 January 2024 | | 31 January 2023 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | £m | | £m | | | | | | | | | | | Cost | % of New | | | | | | | Investment Category | (£m) | Investments | | Undrawn Commitments: | | 434 367 | | | | | | | funds in Investment Period | | | | | Primary 92 67.1% | | | | Undrawn Commitments: | | 118 130 | | | Direct 33 23.9% | | | funds outside Investment Period Secondary 12 9.0% Total Undrawn Commitments 552 497 Total 137 100.0% Total available liquidity (196) (167) (including debt facility) During the financial year we made four new Direct Co-investments | Overcommitment net | 356 330 | for a combined value of £24m. The balance of Direct Co-investments | | --- | --- | --- | | of total available liquidity | | is comprised of £9m of incremental drawdowns across existing | | Overcommitment % | 27.8% 25.3% | Direct Co-investments. | of net asset value The ten largest new investments in the period were as follows: Investment Description Manager Country Cost £m 1 Archer Technologies Developer of governance, risk and compliance software Cinven United States 11.1 Ping Identity Provider of intelligent access management solutions Thoma Bravo United States 10.7 Atlas Technical Provider of professional testing, inspection, engineering, GI Partners United States 6.5 Consultants environmental and consulting services Big Blue Marble Academy Operator of schools Leeds Equity United States 3.6 PerkinElmer Provider of analytical testing New Mountain United States 2.7 Independence Products Provider of prescribed infection prevention products Graphite United Kingdom 1.5 group.ONE Provider of web hosting and domain services Cinven Sweden 1.5 NovaTaste Supplier of ingredients for the food industry PAI Austria 1.5 Maxar Provider of geospatial intelligence and satellite Advent United States 1.4 manufacturing services Envalior Provider of engineering materials solutions Advent Germany 1.3 Top 10 largest underlying new investments 41.7 1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any direct investments in the period. ICG Enterprise Trust Plc Annual Report and Accounts 202418 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # GROWTH The Portfolio grew by £83 million (+5.9%) on a Local Currency Basis in the 12 months to 31 January 2024. Growth was reasonably balanced across the Portfolio: - By investment type, growth was spread across Primary (+5.3%), Secondary (+7.5%) and Direct Co-investment (+6.2%) - By geography, North America and Europe experienced similar growth The growth in the Portfolio is underpinned by the performance of our portfolio companies, which delivered robust financial performance during the period, generating double-digit revenue and EBITDA growth over the last 12 months and with prudent leverage. Portfolio growth was impacted by a decline in the share price of Chewy and the impact of the secondary sale we undertook. Excluding these factors, we estimate the Portfolio Return on a Local Currency Basis would have been -8.7%. | Portfolio metrics^{1} | Top 30 | Enlarged Perimeter | | --- | --- | --- | | Portfolio coverage | 38.6% | 67.5% | | Last Twelve Months ('LTM') revenue growth | 10.1% | 11.6% | | LTM EBITDA growth | 12.8% | 14.2% | | Net Debt/EBITDA^{2} | 4.4x | 4.6x | | Enterprise Value/EBITDA^{2} | 14.6x | 14.6x | 1 Values are weighted averages for the respective portfolio segment; see Glossary for definition and calculation methodology. 2 Weighted average metrics exclude Chewy, for which EBITDA multiple is not an appropriate valuation metric. # QUOTED COMPANY EXPOSURE We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom we have invested. At 31 January 2024, ICG Enterprise Trust's exposure to quoted companies was valued at £64m, equivalent to 4.8% of the Portfolio value (FY23: 7.8%). The share price of our largest listed exposure, Chewy, decreased by 62% in local currency (USD) during the period. This negatively impacted the Portfolio Return on a Local Currency Basis by approximately 1.8%. At 31 January 2024 there was one quoted investment that individually accounted for 0.5% or more of the Portfolio value: | Company | Ticker | 31 January 2024 % of Portfolio value | | --- | --- | --- | | Chewy | CHWY-US | 1.4% | | Other companies | | 3.4% | | **Total** | | **4.8%** | ICG Enterprise Trust Plc Annual Report and Accounts 2024 19 MANAGER'S REVIEW CONTINUED # **REALISATIONS** During FY24, the ICG Enterprise Trust Portfolio generated Realisation Proceeds of £171m and Total Proceeds of £239m, with the latter including £68m gross cash proceeds received in December 2023 from the secondary sale of certain investments. The sale was executed at a discount of 15.9% (impacting NAV per Share by approximately (1)%), and generated an attractive net return of 1.8x invested cost. Realisation activity during the period included 38 Full Exits that generated Realisation Proceeds of £101m. These were completed at a weighted average Uplift to Carrying Value of 29.5% and weighted average Multiple to Cost of 3.5x. The 10 largest realisations in the period, which represent 45% of Realisation Proceeds, are set out in the table below: | Investment | Manager | Description | Country | Proceeds £m | | --- | --- | --- | --- | --- | | Endeavor Schools | Leeds Equity | Provider of paid private schooling | United States | 32.8 | | WCT | TJC | Provider of clinical research services | United States | 12.5 | | Signify Health | New Mountain | Provider of technology enabled healthcare payor services | United States | 8.3 | | Breitling | CV | Manufacturer of luxury watches | Switzerland | 3.6 | | Mercer Advisors | Oak Hill | Provider of wealth management services | United States | 3.5 | | GoodLife Foods | Egeria | Producer of frozen snacks | Netherlands | 3.2 | | Creative Artists Agency | ICG | Provider of talent management services | United States | 3.1 | | Ask4 | Bowmark | Provider of internet service specialising in student accommodation | United Kingdom | 3.1 | | Messer Industries | CVC | Supplier and manufacturer of industrial gases | Germany | 3.0 | | SERB | Charterhouse | Manufacturer of specialty pharmaceuticals | Belgium | 2.9 | | **Total of 10 largest underlying realisations** | | | | **76.1** | # **Balance sheet and liquidity** Net assets at 31 January 2024 were £1,283m, equal to 1,909p per share. At 31 January 2024, the drawn debt was £20.0m (31 January 2023: £65.4m), resulting in a net debt position of £8.8m. At 31 January 2024, the Portfolio represented 105.1% of net assets (31 January 2023: 108.1%). | | £m | % of net assets | | --- | --- | --- | | Portfolio | 1,349 | 105.1% | | Cash | 11 | 0.9% | | Drawn debt | (20) | (1.6%) | | Co-investment Incentive Scheme Accrual | (54) | (4.2%) | | Other net current liabilities | (3) | (0.3%) | | **Net assets** | **1,283** | **100.0%** | Our objective is to be fully invested through the cycle, while ensuring that we have sufficient financial resources to be able to take advantage of attractive investment opportunities as they arise. Drawdowns of commitments are funded from Total Proceeds and, where appropriate, the debt facility. At 31 January 2024 ICG Enterprise Trust had a cash balance of £11.2m (31 January 2023: £20.7m) and total available liquidity of £195.9m (31 January 2023: £167.0m). | | £m | | --- | --- | | **Cash at 31 January 2023** | **21** | | Total Proceeds | 239 | | New investments | (137) | | Debt drawn down | (45) | | Shareholder returns | (35) | | Management fees | (16) | | FX and other expenses | (16) | | **Cash at 31 January 2024** | **11** | | Available undrawn debt facilities | 185 | | **Total available liquidity** | **196** | 20 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Dividend and share buyback Foreign exchange rates ICG Enterprise Trust has a progressive dividend policy alongside a The details of relevant foreign exchange rates applied in this report long-term share buyback programme to return capital to shareholders. are provided in the table below: Average rate in the twelve months to: The Board has declared a dividend of 9p per share in respect of | the fourth quarter, taking total dividends for the period to 33p | Average | Average | 31 January | | 31 January | | | --- | --- | --- | --- | --- | --- | --- | | | rate for | rate for | | 2024 | | 2023 | | (FY23: 30p), which represents an increase of 10% on the previous | FY24 | FY23 | year end | | year end | | financial year. GBP:EUR 1.1526 1.1341 1.1729 1.1375 GBP:USD 1.2479 1.2320 1.2688 1.2337 In October 2022 the Board announced the introduction of a long-term share buyback programme, which may be executed EUR:USD 1.0827 1.0863 1.0818 1.0840 at any discount to NAV. Details of share repurchases made under this programme are provided below: ### Activity since the period end Since 19 October Notable activity between 1 February 2024 and 31 March 2024 Buyback activity summary FY24 1 2022 2 has included: Number of shares purchased 1,140,708 1,922,188 3 Aggregate consideration £13.1m £22.2m • Two new fund commitments for a combined value of £31.7m Weighted average discount • New investments of £11.9m to last reported NAV 39.5% 39.6% • Realisation Proceeds of £21.9m 1 Based on company-issued announcements/date of purchase, rather than date From 1 February 2024 up to and including 1 May 2024, £7.0m shares of settlement. were bought back at a weighted average discount to NAV of 39.7%. 2 Being the date the long-term share buyback programme was announced, up to and including 1 May 2024. 3 Aggregate consideration excludes commission, PTM and SDRT. ICG Private Equity Fund Investments Team 7 May 2024 The Board believes the long-term share buyback programme demonstrates the Manager’s discipline around capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cashflows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility of the Company’s discount and its trading liquidity. Both the progressive dividend policy and the long-term share buyback programme are being maintained. In addition, today the Board is announcing an opportunistic share buyback programme for FY25 of up to £25m. This will enable us to take advantage of current trading levels, when the ability to purchase shares in meaningful size at a significant discount presents itself. In announcing this programme the Board is seeking to balance the potential for immediate and visible NAV per Share accretion, with the longer-term potentially higher returns of new investments. The size of the opportunistic share buyback programme will be subject to a number of considerations, including the availability of shares and our cashflow experience and expectations. The Board retains absolute discretion as to the execution, pricing and timing of any share buybacks, subject to the conditions set out in the authority to execute share buybacks approved at the Company’s 2023 Annual General Meeting. Any shares repurchased by the Company will be held in treasury. ICG Enterprise Trust Plc Annual Report and Accounts 2024 21 STAKEHOLDER ENGAGEMENT ## Engaging with our ## stakeholders ### Section 172 of the Companies Act 2006 requires OUR KEY STAKEHOLDER GROUPS ### directors to act in a way that they consider, in good ### faith, to promote the success of the Company for ### the benefit of its members. OUR OUR SHAREHOLDERS MANAGER ### The Board directors, in their discussions and ### deliberations, have regard to the long-term ### consequences of their decisions, the interests of OUR INVESTEE OUR COMMUNITY ### the Company’s various stakeholders, the impact ENTITIES AND ENVIRONMENT ### of the Company’s operations on the community ### and the environment, and maintaining a reputation ### for a high standard of business conduct and fair OUR OTHER SERVICE ### treatment between the Company’s members. LENDERS PROVIDERS ### Further details of our supplier engagement can ### be found in our corporate governance report. CORPORATE GOVERNANCE REPORT: P42 ICG Enterprise Trust Plc Annual Report and Accounts 202422 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Our shareholders Our Manager WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER Shareholders’ interests are enshrined in our purpose The Manager looks after the shareholders’ capital, as – that shareholders benefit from the economic returns well as supporting the Company by providing a range of the Company – as key stakeholders, and serving of services. Our Manager works with us to enable the the best interests of the shareholders is a priority for Company to benefit from the ICG Group’s investment the Board. The Board is mindful of having a range of products, broad network and specialist expertise. shareholders, and considers any decisions it makes The Manager is a key stakeholder, critical to the in the interests of shareholders as a whole. success of the Company’s operations. HOW WE ENGAGE HOW WE ENGAGE The Board is committed to giving investors the The Board’s oversight of the Manager is exercised opportunity to build a clear understanding of our through a series of formal and informal meetings investment strategy and developments, and strives during the year. The Management Engagement to make our vision and our results accessible. Committee is responsible for formally monitoring and evaluating the performance and remuneration of the Other means of effective engagement during the year Manager. The Board engages with the Manager at a include our structured programme of presentations range of levels. Key relationships have been developed to existing and potential shareholders of the annual, with the investment team, as well as with the strategic interim and quarterly results, as well as our regular business functions such as Finance, Legal and dialogue with sell-side analysts. Treasury. The Board’s regular engagement and open dialogue across these relationships has proven to be effective and beneficial. ### Communicating with shareholders We engage with our shareholders across a broad range of channels including our website, our disclosures to the market, our publication of results factsheets and a full Annual Report. We also conduct General Meetings, roadshows and update meetings with key shareholders and potential shareholders. ### Board and Audit Committee meetings The Board welcomes employees of the Manager to attend and report to the Board and Audit Committee meetings. These structured and formal engagements are supplemented by regular calls, planning meetings and ad hoc involvement and advice on ongoing matters. LOOKING AHEAD LOOKING AHEAD The Board believes that the focus on clarity and quality Our Manager is regularly launching new investment of shareholder communication has been beneficial to strategies and in the coming years the Board will the Company’s position in the market and the Board carefully assess which of these opportunities may will continue to build on this over the coming year. be appropriate for ICG Enterprise Trust to invest in. ICG Enterprise Trust Plc Annual Report and Accounts 2024 23 STAKEHOLDER ENGAGEMENT CONTINUED ### Our community ### Our investee entities ### and environment WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER Our capital helps our portfolio companies to grow. The Board recognises its wider responsibilities to The Board carefully reviews the Company’s investment the community and the environment and understands strategy and provides the Manager with its views on the important role that the Company plays as it invests the direction of future investment opportunities that its capital across the market. will benefit the investee entities, as well as generating returns for the Company’s shareholders. HOW WE ENGAGE The Manager engages with the General Partners of our The Board acknowledges that responsible investing is investee funds and Direct Investments. The Board is also subject to increasing focus from its shareholders, as well mindful of the impact of the investee entity’s operations as greater regulatory emphasis. The Board is therefore on the environment and community and requires the focused on partnering with General Partners who share Manager to report on key metrics in this regard. the Company’s approach to responsible investing. The Board recognises that the long-term consequences of its HOW WE ENGAGE decision making and the operations of the Company have The Board provides oversight and strategic direction for a genuine influence on the community and environment the Manager’s engagement with the General Partners of in which the Company operates. our investee entities. The Board is committed to working Beyond investment scrutiny, the Board is seeking out with General Partners who are closely engaged with the opportunities to engage with its community and investee companies, with an active management style, environment stakeholders in a range of ways, including including the promotion of direct board representation the Board apprenticeship (see page 42) and the of the General Partners on the investee entity boards. Manager’s corporate-level carbon reduction targets. The Board is kept updated on the Manager’s ongoing dialogue across the existing and potential investee base, and views the strength of the Manager’s relationships as fundamental to the success of our current investments, as well as to generating new investment opportunities. DEAL SCREENING The Manager has various levels of relationships with the General Partners of the investment funds and interactions are continual, including formal sessions (e.g. dedicated investor days) as well as through regular informal discussions. Where the relationship is closer, discussions PRE-INVESTMENT are more frequent and detailed. Discussions with General Partners focus on investment performance, the pipeline of new opportunities and ESG factors. The Manager works with the General Partners to ensure PORTFOLIO that robust governance and reporting frameworks at the MONITORING investee entity level. The Manager understands that it is important to the Board that we, as a Company, maintain a reputation for a high standard of business conduct and ### Reviewing performance and reporting that this ethos flows through into our investment portfolio. The Company has a well-established ESG screening and diligence process that applies to all new investments, with key metrics being LOOKING AHEAD monitored throughout the lifetime of the investment. We maintain our focus on the Manager’s active General ESG performance and reporting are reviewed periodically – Partners selection process to ensure the Company there is an ongoing dialogue between the Company and the invests shareholders’ capital in the right opportunities. Company’s stakeholders in this area. The Manager will continue to engage with the General Partners, working closely and collaborating with their LOOKING AHEAD investee entities to set appropriate targets and to ensure We are prepared for the increasing ESG reporting transparent and effective reporting. requirements. The Board will continue to monitor ESG factors and performance across the portfolio. ICG Enterprise Trust Plc Annual Report and Accounts 202424 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Other service ### Our lenders ### providers WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER The Company’s liquidity facilities are important to the Our service providers support the Company to Company’s operations and its long-term prospects. ensure that its operations run smoothly and to ensure Maintaining excellent lender engagement and relationships compliance with legal, regulatory and ethical helps the Board to secure optimum facility terms. obligations. Our service providers help the Company to maintain our high business conduct standards. HOW WE ENGAGE HOW WE ENGAGE The Manager acts as the main point of contact with our The ICG Group manages service providers on behalf of lenders. The Manager, with direction from the Board, the Company and the Board oversees this management. focuses on ensuring a consistent and open dialogue with The Manager escalates key matters to the Board and our core relationship banks, keeping the banks appraised the Chairs of the Board Committees. The Chair of of the Company’s performance and banking needs. the Audit Committee has on occasion attended key relationship meetings with our service providers. This year the Board secured a new revolving credit facility for the Company (see page 43). ### Building strong relationships Ongoing engagement The Board directors’ have emphasised to the Manager the value Key providers for the Company include the Company’s in maintaining strong and resilient relationships with our lenders, auditors, brokers, fund administration providers, the to facilitate the Company’s long-term prospects. Depositary and the Registrar. The Manager holds regular engagement meetings with each of these providers and the Board has regular involvement in these relationships as well. LOOKING AHEAD LOOKING AHEAD The Company’s revolving credit facility has been secured As the Company continues on its growth journey and for the next four years. The Board and the Manager keep the regulatory landscape evolves, the Board remains under constant review the renewal and extension options, mindful of the Company’s changing needs and the as well as any other market opportunities for liquidity. Company’s wider responsibilities to the community and environment as it takes decisions in relation to service provider relationships. The Board will continue to assess the commercial arrangements with the service providers to ensure the provision of high quality services for an appropriate price. ICG Enterprise Trust Plc Annual Report and Accounts 2024 25 A CULTURE OF RESPONSIBLE INVESTING ## Investing responsibly to deliver value ## At the heart of our ESG ## Creating the right ## ethos is a commitment to ## environment for our ## a culture of responsible ## people to thrive ## investing – a belief that ## the power of capital can ### The culture of the dedicated investment team ## be a driver of investment managing ICG Enterprise Trust’s assets centres ### around long-term relationships with a wide ## value, as well as being a ### range of stakeholders; sustainable investment ## source of risk. excellence; and demonstrating integrity, ### diversity and collaboration. | The Manager is dedicated to responsible | Board oversight | | --- | --- | | investing, guided by a comprehensive | The Board of ICG Enterprise Trust ensures that it reviews | | Responsible Investing Policy and ESG | the Manager’s culture as expressed on pages 26 to 29. | This is monitored through our regular interaction and ### framework. Our tailored ESG approach discussions with the Manager and the Management ### is integrated into every stage of the Engagement Committee also undertakes a formal review. ### investment process, collaborating with ### like-minded managers who share a ### commitment to responsible investing. ### Our team of experts diligently screens ### investments to ensure they meet ### stringent environmental, social, ### and governance criteria. ## 6 66% Individuals make up Of the investment Performance the investment team team are female for our clients Working Entrepreneurialism Our Manager’s collaboratively and and innovation culture and acting with integrity values Taking responsibility Ambition and managing risk and focus ICG Enterprise Trust Plc Annual Report and Accounts 202426 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## The Investment Committee The Investment Committee is responsible for The Committee includes senior members of the the approval of all new investments and the investment team ensuring a broad perspective overall management of the Portfolio, including on the private equity landscape and relative any secondary sales. value and risk. ### Diversity and inclusion The Manager envisions an inclusive environment where everyone is motivated to contribute fully, feeling recognised and included OG regardless of age, gender, race, CW sexual orientation, disability, religion or beliefs. A diversity LM and inclusion strategy has been developed to enhance workplace diversity and inclusivity. ### Developing future leaders The Manager emphasises the importance of training and development to attract and retain top talent, investing significantly in this area. Utilising a performance management system and OLIVER GARDEY COLM WALSH encouraging managers to offer | effective career coaching and | Head of Private Equity Fund Investments | Managing Director | | --- | --- | --- | | tailored training opportunities, the | Oliver has overall responsibility for the execution | Colm brings experience of both fund and | | Manager aims to develop and | of the Company’s investment strategy. He brings | direct investments in Europe and the US to the | | enhance core skills, boost technical | his extensive 25+ years’ experience across the | Investment Committee. He has a broad range | | | private equity market from his prior role as | of relationships with managers and investors | competency and nurture talent. | Partner and member of the global investment | in private equity which help provide insights on | | --- | --- | | committee at Pomona Capital; Partner and | new opportunities. With 19 years’ private equity | | investment committee member at Adams Street, | experience, he previously worked at Terra Firma | | Rothschild/Five Arrows Capital and J.H. Whitney | in its finance and structuring team and at | | & Co to the Investment Committee. | Deloitte where his clients included a number | of private equity firms. LIZA LEE MARCHAL Managing Director Liza brings experience of both fund and direct icg-enterprise.co.uk investments in Europe and Asia Pacific from her prior role at GIC to the Investment Committee. Go online to find out more about She has 18 years’ private equity experience and, the Investment Committee members. prior to GIC, worked in the private equity division of Henderson Global Investors and started her career in the corporate finance group at PricewaterhouseCoopers. ICG Enterprise Trust Plc Annual Report and Accounts 2024 27 A CULTURE OF RESPONSIBLE INVESTING CONTINUED ## The investment team Integrating ## The Investment Committee is further supported by the wider investment team within responsible ICG, who have a strong combination of direct and fund investment experience. ## investing into ## our strategy | KE LLY T YNE | LILI JONES | | --- | --- | | Vice President | Vice President | | Kelly joined the team in 2014 and has worked on | Lili joined the team in 2019 from Ares | | a wide range of primary funds, secondaries and | Management where she worked in the Direct | | direct investments in Europe and the US. Prior | Lending Investment team on a range of private | | to this, Kelly was an equity and fixed income | equity-backed transactions. Prior to this, she | | research analyst at First NZ Capital (Credit | spent five years in the Corporate Finance Debt | | Suisse, New Zealand) and spent three years in | Advisory and Restructuring businesses at | Incorporate ESG the consulting team at PricewaterhouseCoopers. Deloitte. Lili is a Chartered Accountant and factors into investment Kelly is a graduate in Finance and Accounting a graduate from Warwick University with decision making from Otago University. a degree in MORSE (Maths, Operational Research, Statistics and Economics). ICG PLC OVERSIGHT AND SUPPORT Functional specialists providing oversight and support Partner with managers The Company benefits from the breadth who share a similar of skills and experience of the Manager in approach to responsible investing supporting its activities and overseeing its third-party providers. The Manager’s global investment JOSIE FAIR teams, including its Chief Investment Officer, provide insight into investment Vice President opportunities. Josie joined the team in 2022 and focuses on North American buyout investments, including Specific technical expertise, including the evaluation, due diligence and monitoring Finance, Operations, Legal and Company of partnerships and direct investments. Prior Secretarial, support the Company’s to this, Josie spent five years at J.P. Morgan day-to-day activities. Better identify in New York, where she was responsible ESG risks for sourcing, conducting due diligence and executing private equity, private credit and real estate fund opportunities. Josie received a BA in Economics and a Minor in Mathematics from Boston College. icg-enterprise.co.uk Go online to find out more about the investment team members. ICG Enterprise Trust Plc Annual Report and Accounts 202428 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Our approach to ESG integration DEAL SCREENING PRE-INVESTMENT PORTFOLIO MONITORING • Exclusion List • Third-party funds ESG • ESG performance embedded • ESG Screening Checklist Questionnaire in monitoring process (including climate risk • Discussions with underlying • Regular dialogue with managers assessment) manager • Manager’s ESG reporting • RepRisk screening • Diligence findings included • Training for investment team in all investment proposals We have a well-established ESG ESG performance is integral screening and diligence process Our ESG diligence is tailored to our monitoring process for for all new fund investments and based on the nature of the funds and Direct Investments. direct investments. During the company. We consider risks We track various ESG metrics, past year, we have increased our associated with its sector including managers’ adherence focus on climate-related risks and geography, along with to international standards and and opportunities in line with our environmental (including climate-related risks across climate commitments and risk climate change), social, the Portfolio. assessment processes. corporate governance and ethical concerns. Strong relationships with We have a greater ability to managers enable active assess ESG considerations in For Primary Fund investments, engagement to identify and our Direct Investments given as we do not directly influence mitigate potential ESG risks. that we have clearer visibility of a manager’s portfolio Tools like RepRisk monitor the underlying companies when construction, we seek to partner ESG incidents in underlying making an investment decision. with managers who share a portfolio companies. We operate an Exclusion List to similar approach to responsible ensure we do not make direct investing. We use our focused The ICG Enterprise Trust investments in companies ESG Questionnaire to help us investment team undergoes considered incompatible to assess the manager’s ESG formal ESG training, equipped with our corporate values. approach and capabilities. with skills and tools for identifying and investigating ESG issues. Looking ahead, ACROSS ALL MANAGERS WE we anticipate ESG will continue MADE COMMITMENTS TO IN FY24 to be an investor priority, and ICG Enterprise Trust will persist in aligning investments with ## 100% corporate values, partnering with managers who share a Operate an ESG Policy similar ESG approach. ## 100% Have an ESG monitoring ### ESG due diligence: investment process process in place We think the best opportunity to understand an investment’s ESG ## 27% risks and opportunities is during Have a net zero commitment the pre-investment phase. Here are icgam.com two recent examples of how ESG considerations have been integrated Go online to find out more about into our diligence process, how ESG considerations have been integrated into our Manager’s and the ultimate impact on our diligence process. investment decision. ICG Enterprise Trust Plc Annual Report and Accounts 2024 29 HOW WE MANAGE RISK ## Identifying and evaluating the strategic, ## financial and operational impact of our key risks ### The execution of the Company’s investment strategy is subject to a variety of risks ### and uncertainties, and the Board and Manager have identified several principal ### risks to the Company’s business. As part of this process, the Board has put in place ### an ongoing process to identify, assess and monitor the principal and emerging ### risks facing the Company, including those that would threaten its business model, ### future performance, solvency or liquidity. ### RISK MANAGEMENT FRAMEWORK The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place. BOARD OF DIRECTORS Responsible for risk management leadership ### Guides and provides counsel AUDIT COMMITTEE Reviews and monitors the risk management process ### Provides regular reporting THE MANAGER Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee CORPORATE GOVERNANCE REPORT: P42 ICG Enterprise Trust Plc Annual Report and Accounts 202430 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION PRINCIPAL RISKS OTHER RISKS The Company depends upon the experience, The Company’s principal risks are individual Other risks, including reputational risk, skill and reputation of the employees of the risks, or a combination of risks, that could are potential outcomes of the principal Manager. The Manager’s ability to retain the threaten the Company’s business model, risks materialising. These risks are actively service of these individuals, who are not future performance, solvency or liquidity. managed and mitigated as part of the wider obligated to remain employed by the Manager, risk management framework of the Company and recruit successfully, is a significant factor Details of the Company’s principal risks, and the Manager. in the success of the Company. potential impact, controls and mitigating factors are set out on pages 33 to 36. EMERGING RISKS Emerging risks are considered by the Board and are regularly assessed to identify any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/legislative change and macro-economic and political change. ### PRINCIPAL RISKS AND UNCERTAINTIES The Company considers its principal risks (as well as several underlying risks comprising each principal risk) in four categories: | | | 1 | | | 2 | | --- | --- | --- | --- | --- | --- | | | Investment risks: the risk to | | | External risks: the risk of failing | | | performance resulting from ineffective | | | to deliver the Company’s investment | | | | or inappropriate investment selection, | | | | objective and strategic goals due | | | | execution or monitoring. | | | to external factors beyond the | | ### Company’s control. | | | 3 | | | 4 | | --- | --- | --- | --- | --- | --- | | | Operational risks: the risk of | | | Financial risks: the risk of adverse impact | | | loss resulting from inadequate or | | | | on the Company due to having insufficient | | | failed internal processes, people | | | resources to meet its obligations or counterparty | | | | | or systems and external event, | | failure and the impact any material movement | | | | | including regulatory risk. | | | in foreign exchange rates may have on | | ### underlying valuations. RISK ASSESSMENT PROCESS A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements. ICG Enterprise Trust Plc Annual Report and Accounts 2024 31 HOW WE MANAGE RISK CONTINUED ### Risk management ### is a key component ### of our approach. OLIVER GARDEY HEAD OF PRIVATE EQUITY FUND INVESTMENTS Low Risk tolerance High ### Risk appetite and tolerance INVESTMENT RISKS The Board acknowledges and recognises that in the normal course of business, the Investment performance Company is exposed to risk and it is willing to accept a certain level of risk in managing Valuation the business to achieve its targeted returns. The Board’s risk appetite EXTERNAL RISKS framework provides a basis for the ongoing monitoring of risks and enables Political and macro-economic uncertainty dialogue with respect to the Company’s current and evolving risk profile, allowing Climate change strategic and financial decisions to be made on an informed basis. The listed private equity sector The Board considers several factors to Foreign exchange determine its acceptance for each principal OPERATIONAL RISKS risk and categorises acceptance for each risk as low, moderate and high. Where a risk is Regulatory, legal and tax compliance approaching or is outside the tolerance set, the Board will consider the appropriateness Key professionals of actions being taken to manage the risk. In particular, the Board has a lower tolerance Cyber security for financing risk with the aim to ensure that even under a stress scenario, the Company is The Manager and third-party providers likely to meet its funding requirements and financial obligations. Similarly, the Board has FINANCIAL RISKS a low risk tolerance concerning operational Financing risks including legal, tax and regulatory compliance and business process and continuity risk. PRINCIPAL RISKS AND UNCERTAINTIES: P33 ICG Enterprise Trust Plc Annual Report and Accounts 202432 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION PRINCIPAL RISKS AND UNCERTAINTIES ## How we manage and mitigate our key risks RISK IMPACT MITIGATION CHANGE IN THE YEAR INVESTMENT RISKS INVESTMENT PERFORMANCE Poor origination, investment The Manager has a strong track record Stable The Manager selects the selection and monitoring by the of investing in private equity through fund investments and direct Manager and/or third-party multiple economic cycles. The Manager The Board is responsible for investments for the Company’s managers which may have a has a highly selective investment ensuring that the investment policy Portfolio, executing the investment negative impact on Portfolio approach and disciplined process, is met. The day-to-day management strategy approved by the Board. performance. which is overseen by ICG Enterprise of the Company’s assets is The underlying managers of Trust’s Investment Committee within delegated to the Manager under those funds in turn select the Manager, which comprises a balance investment guidelines determined individual investee companies. of skills and perspectives. by the Board. The Board regularly The origination, investment reviews these guidelines to ensure Further, the Company’s Portfolio is selection and management they remain appropriate and diversified, reducing the likelihood capabilities of both the Manager monitors compliance with the of a single investment decision and the third-party managers guidelines through regular reports impacting Portfolio performance. are key to the performance from the Manager, including of the Company. performance reporting. The Board also reviews the investment strategy at least annually. Following this assessment and other considerations, the Board concluded that performance risk has remained stable during the year. VALUATION Incorrect valuations being The Manager carries out a formal Stable In valuing its investments in private provided would lead to an valuation process involving a quarterly equity funds and unquoted incorrect overall NAV. review of third-party valuations. The Board regularly reviews and companies and publishing its NAV, discusses the valuation process in This includes a comparison of unaudited the Company relies to a significant detail with the Manager, including valuations to latest audited reports, extent on the accuracy of financial the sources of valuation information as well as a review of any potential and other information provided by and methodologies used. adjustments that are required to ensure the underlying managers to the the valuation of the underlying Following this assessment and other Manager. There is the potential for investments are in accordance with the considerations, the Board concluded inconsistency in the valuation fair market value principles required that there was no material change methods adopted by the managers under International Financial Reporting in valuation risk during the year. of these funds and companies and Standards (‘IFRS’). for valuations to be misstated. ICG Enterprise Trust Plc Annual Report and Accounts 2024 33 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED RISK IMPACT MITIGATION CHANGE IN THE YEAR EXTERNAL RISKS POLITICAL AND MACRO- Changes in the political or The Manager uses a range of Increasing ECONOMIC UNCERTAINTY macro-economic environment complementary approaches to inform Political and macro-economic could significantly affect the strategic planning and risk mitigation, The Board monitors and reviews uncertainty and other global performance of existing including active investment management, the potential impact on the Company events, such as pandemics, investments (and valuations) profitability and balance sheet scenario from political and economic that are outside the Company’s and prospects for realisations. planning and stress testing to ensure developments on an ongoing basis, control could adversely impact In addition, they could impact resilience across a range of outcomes. including input and discussions with the environment in which the the number of credible the Manager. The process is supported by a dedicated Company and its investment investment opportunities the in-house economist and professional Incorporating these views and portfolio companies operate. Company can originate. advisers where appropriate. other considerations, the Board concluded that there was an increase in political and macro- economic uncertainty risk as a result of the political uncertainty. CLIMATE CHANGE Climate-related transition risks, The Manager has a well-defined, Stable The underlying managers of the driven in particular by abrupt firm-wide Responsible Investing fund investments and direct shifts in the political and Policy and ESG framework in place. The Board monitors and reviews the investments in the Company’s technological landscape, potential impact to the Company from A tailored ESG framework applies Portfolio fail to ensure that their impact the value of the failures by underlying managers to across all stages of the Company’s portfolio companies respond Company’s Portfolio. mitigate the impact of climate change investment process. This includes to the emerging threats from on portfolio company valuation. ongoing monitoring of the underlying climate change. manager’s ESG reporting. During the year the Board received reports on the implementation of the Manager’s Responsible Investing Policy. THE LISTED PRIVATE A change in sentiment to Private equity continues to outperform Stable EQUITY SECTOR the sector has the potential public markets over the long term and The listed private equity sector to damage the Company’s has proved to be an attractive asset class The risk is elevated due to the wide could fall out of favour with reputation and impact the through various cycles. The Manager is discount to NAV, but has remained investors leading to a reduction in performance of the active in marketing the Company’s shares stable through the reporting period. demand for the Company’s shares. Company’s share price to a wide variety of investors to ensure the The Board receives regular and widen the discount the market is informed about the Company’s updates from the Company’s shares trade at relative to performance and investment proposition. broker and is kept informed NAV per Share, causing In setting the capital allocation policy, of all material discussions with shareholder dissatisfaction. including the allocations to dividends investors and analysts. and share buybacks, the Board monitors the discount to NAV and considers appropriate solutions to address any ongoing or substantial discount to NAV. FOREIGN EXCHANGE At present, the Company The Board regularly reviews the Stable The Company has continued to does not hedge its foreign Company’s exposure to currency risk expand its geographic diversity exchange exposure. Therefore, and reconsiders possible hedging The Board reviewed the Company’s by making investments in different movements in exchange rates strategies on at least an annual basis. exposure to currency risk and countries. Accordingly, most between these currencies may possible hedging strategies and Furthermore, the Company’s investments are denominated have a material effect on the concluded that there was no material multicurrency bank facility permits in US dollars, euros and currencies underlying valuations of the change in foreign exchange risk the borrowings to be drawn in euros other than sterling. investments and performance during the year and that it remains and US dollars, if required. of the Company. appropriate for the Company not to hedge its foreign exchange exposure. ICG Enterprise Trust Plc Annual Report and Accounts 202434 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION RISK IMPACT MITIGATION CHANGE IN THE YEAR OPERATIONAL RISKS REGULATORY, LEGAL The failure of the Manager and The Board is responsible for ensuring Stable AND TAX COMPLIANCE the Company to comply with the the Company’s compliance with all Failure by the Manager to rules of professional conduct and applicable regulatory, legal and tax The Company remains responsive comply with relevant regulation relevant laws and regulations requirements. Monitoring of this to a wide range of developing and legislation could have an could expose the Company to compliance has been delegated to regulatory areas; and will continue to adverse impact on the Company. regulatory sanction and penalties the Manager, of which the in-house enhance its processes and controls Additionally, adherence to as well as significant damage to Legal, Compliance and Risk functions in order to remain compliant with changes in the legal, regulatory its reputation. provide regular updates to the Board current and expected legislation. and tax framework applicable covering relevant changes to to the Manager could become regulation and legislation. onerous, lessening competitive The Board and the Manager continually or market opportunities. monitor regulatory, legislative and tax developments to ensure early engagement in any areas of potential change. KEY PROFESSIONALS If the Manager’s team is not The Manager regularly updates the Stable Loss of key professionals at able to deliver its objectives, Board on team developments and the Manager could impair the investment opportunities could succession planning. The Manager The Board reviewed the Company’s Company’s ability to deliver be missed or misevaluated, while places significant focus on: exposure to people risk and its investment strategy and existing investment performance concluded that the Manager • Developing key individuals to meet its external obligations may suffer. continues to operate sustainable ensure that there is a pipeline of if replacements are not found succession, competitive potential succession candidates in a timely manner. remuneration and retention plans. internally. External appointments are considered if that best satisfies The Board believes that the risk in the business needs. respect of people remains stable. • A team-based approach to investment decision making i.e. no one investment professional has sole responsibility for an investment or fund manager relationship. • Sharing insights and knowledge widely across the investment team, including discussing all potential new investments and the overall performance of the Portfolio. • Designing and implementing a compensation policy that helps to minimise turnover of key people. CYBER SECURITY The failure of the Manager Application of the Manager’s and Stable The Company is dependent on and Administrator to deliver Administrator’s cyber security policies effective information technology an appropriate cyber security is supported by a governance structure The Board carries out a formal annual systems at both the Manager and platform for critical technology and a risk framework that allow for the assessment (supported by the Administrator. These systems systems could result in identification, control and mitigation of Manager’s internal audit function) support key business functions and unauthorised access by malicious technology risks. The effectiveness of of the Manager’s internal controls are an important means of securing third parties, breaching the the framework is periodically assessed. and risk management systems. data and sensitive information. confidentiality, integrity and Additionally, the Manager’s Following this review and other availability of Company data, and Administrator’s technology considerations, the Board negatively impacting the environments are continually maintained concluded that cyber security risk Company’s reputation. and subject to regular testing, such remained stable during the year. as penetration testing, vulnerability scans and patch management. ICG Enterprise Trust Plc Annual Report and Accounts 2024 35 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED RISK IMPACT MITIGATION CHANGE IN THE YEAR OPERATIONAL RISKS CONTINUED THE MANAGER AND Failure by a third-party provider The performance of the Manager, the Stable THIRD-PARTY PROVIDERS to deliver services in accordance Administrator, the Depositary and other (INCLUDING BUSINESS with its contractual obligations third-party providers is subject to regular The Board carries out a formal annual PROCESSES AND CONTINUITY) could disrupt or compromise the review and reported to the Board. assessment (supported by the The Company is dependent on functioning of the Company. Manager’s internal audit function) The Manager, the Administrator and the third parties for the provision of A material loss of service could of the Manager’s internal controls Depositary produce internal control services and systems, especially result in, among other things, and risk management systems. reports to provide assurance regarding those of the Manager, the an inability to perform business the effective operation of internal The Board also received regular Administrator and the Depositary. critical functions, financial loss, controls. These reports are provided reporting from the Manager and legal liability, regulatory censure to the Audit Committee for review. other third parties. and reputational damage. The Committee would seek further Following this review and other representations from service providers considerations, the Board concluded if not satisfied with the effectiveness that there was no material change in of their control environment. the Manager and other third-party The Audit Committee formally assesses advisers’ risk during the year. the internal controls of the Manager, the Administrator and Depositary on an annual basis to ensure adequate controls are in place. The assessment in respect of the current year is discussed in the Report of the Audit Committee within the Annual Report. The Management Agreement and agreements with other third-party service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements. FINANCIAL RISKS FINANCING If the Company encountered The Manager monitors the Company’s Stable The Company has outstanding difficulties in meeting its liquidity, overcommitment ratio and commitments to private equity outstanding commitments, covenants on a frequent basis, and The Board reviewed the Company’s funds in excess of total liquidity there would be significant undertakes cash flow monitoring, exposure to financing risk, noting that may be drawn down at any reputational damage as well and provides regular updates on the term of the new financing time. The ability to fund this as risk of damages being these activities to the Board. facility, and concluded that this difference is dependent on claimed from managers risk had stabilised. receiving cash proceeds from and other counterparties. investments (the timing of which are unpredictable) and the availability of financing facilities. ICG Enterprise Trust Plc Annual Report and Accounts 202436 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION VIABILITY AND GOING CONCERN STATEMENTS | VIABILITY STATEMENT | GOING CONCERN | | | --- | --- | --- | | In accordance with the UK Corporate | In assessing the appropriateness of | The Company’s Strategic Report is set | | Governance Code, the Board has assessed | continuing to adopt the going concern | out on pages 1 to 37 and was approved | | the financial position and prospects of the | basis of accounting, the Board has assessed | by the Board on 7 May 2024. | | Company over a longer period than the 12 | the financial position and prospects of the | | | months required by the ‘going concern’ basis | Company over the next 12 months. The | | | of accounting. The Board has assessed the | Company’s business activities, together with | Jane Tufnell | | viability of the Company over a five-year | factors likely to affect its future development, | Chair | | period from the balance sheet date, being | performance, position and cash flows, are | 7 May 2024 | | a period of time over which the Board can | set out in the Chair’s statement on page 4, | | | reasonably assess the Company’s prospects | and the Manager’s review on page 14. | | and over which the majority of the Company’s commitments will be drawn down. Based on this assessment, the Board expects that the Company will be able to | The Board has carried out a robust | continue in operation and meet its liabilities | | --- | --- | | assessment of the principal risks and their | as they fall due until, at least, 31 May 2025, | | mitigants as noted on page 33. Those | a period of more than 12 months from | | considered most significant to the viability | the signing of the financial statements. | | of the Company included those relating | Therefore, it is appropriate to continue to | | to investment performance, political and | adopt the going concern basis of preparation | | macro-economic uncertainty, and the | of the Company’s financial statements. | ability of the Company to manage its financing and overcommitment risk. The Company’s financial position is strengthened by its access to its bank facility of €240m (£205m), which was refinanced during the year and matures in May 2027. This is subject to a number of covenants. The Company’s net debt was £10.3m as at 31 January 2024 which is expected to be repaid with cash flows from the Company’s investments. The Board has assessed the Company’s ability to remain viable and meet its liabilities as they fall due through the review of balance sheet and cash flow projections provided by the Manager. As part of this, a range of stressed scenarios and sensitivity analyses was examined to identify conditions that might result in the facility’s covenants being breached, and included the consideration of possible remedial action that the Company could undertake to avoid such breaches. Key variables considered included Portfolio gains and losses, fund drawdowns and realisations, and availability of the credit facility. Based on this assessment, the Board has a reasonable expectation that the Company will remain viable over a five-year period from the balance sheet date. ICG Enterprise Trust Plc Annual Report and Accounts 2024 37 GOVERNANCE OVERVIEW ### Dear shareholders, ### Effective corporate governance is fundamental ### to the way the Company conducts its business. ### By encouraging entrepreneurial and ### responsible management, it supports the ### creation of long-term, sustainable value for ### shareholders and for wider society. ### Effective oversight of strategy and risk is ### particularly important to promote the long-term ### success of the Company. In performing this role, ### the Board seeks to be responsive to both the ### evolving regulatory environment and changing ### expectations about the role of business in society. ### Effective corporate governance is fundamental ### to the way that the Company conducts its In particular, the Board seeks to ensure that ### both its own culture and that of the Manager ### business. By encouraging entrepreneurial ### are aligned with the Company’s purpose, and ### and responsible management, it supports ### that the Company has the necessary financial ### the creation of long-term, sustainable value ### and human resources to deliver its strategy. ### for its shareholders and for wider society. JANE TUFNELL CHAIR ### THE BOARD AT A GLANCE GENDER REPRESENTATION | | | | | Number of | | Number in | Percentage of | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of | Percentage | senior positions | | | executive | | executive | | Board members | | of the Board | | on the Board | 1 | management | management | | Men 3 50% 1 N/A N/A Women 3 50% 1 N/A N/A Not specified/Prefer not to say N/A N/A N/A N/A N/A ETHNICITY REPRESENTATION | | | | | Number of | | Number in | Percentage of | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of | Percentage | senior positions | | | executive | | executive | | Board members | | of the Board | | on the Board | 1 | management | management | | White British or other White (including minority white groups) 5 83.3% 2 N/A N/A Mixed/Multiple ethnic groups N/A N/A N/A N/A N/A Asian/Asian British N/A N/A N/A N/A N/A Black/African/Caribbean/Black British 1 16.7% 0 N/A N/A Asian/Asian British N/A N/A N/A N/A N/A Not specified/Prefer not to say N/A N/A N/A N/A N/A 1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO. ICG Enterprise Trust Plc Annual Report and Accounts 202438 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Role of the Board CULTURE AND VALUES STRATEGIC OVERSIGHT The Board expects all directors to act with integrity and to apply their It is the responsibility of the Board to ensure that there is effective skill, care, due diligence and professional experience in deliberations stewardship of the Company’s affairs. Strategic issues are regarding the Company’s business. The Board applies various practices determined by the Board and a formal schedule of matters reserved and behaviours to ensure that its culture aligns with the Company’s for the Board has been adopted, these include capital allocation, purpose, values and strategy, including a robust annual review and the investment budget and managing potential conflicts arising regular consideration of our direction at Board meetings. The culture, from investment in other ICG-managed funds. In order to enable and ensuring that it is embedded, is a priority for the Board. them to discharge their responsibilities, directors have full and SUCCESSION PLANNING timely access to relevant information. The Board’s tenure and succession policy seeks to ensure that the COMPLIANCE WITH THE CODE Board remains well-balanced through the appointment of directors The Board applies the principles of the AIC Code of Corporate with a range of skills and experience. This is managed through the Governance (‘AIC Code’) which adapts the Principles and phased appointments of new directors. Provisions set out in the UK Corporate Governance Code REGULAR MEETINGS (‘the Code’) to make them more relevant for investment The Board, which meets at least four times each year, reviews companies. The Board is monitoring and keeping under the Company’s investment Portfolio and investment performance review the impending changes to the Code. and considers financial reports. There is also contact with the BOARD PERFORMANCE EVALUATION directors between meetings where this is necessary for the The Board has a formal process for the annual evaluation of its Company’s business. performance and that of the Chair. The most recent evaluation concluded in January 2024 that the Board and its members continue to operate effectively. An external review will be undertaken in the year ended 31 January 2025. MATRIX OF SKILLS AND EXPERIENCE COMMITTEE OVERVIEW Jane David Alastair Gerhard Adiba Janine KEY RESPONSIBILITIES Tufnell Warnock Bruce Fusenig Ighodaro Nicholls Reviewing the interim and annual financial statements. Investment trusts Reviewing the effectiveness and scope of the external audit. Private equity Reviewing the risks to which the Company is exposed Asset AUDIT and mitigating controls. management COMMITTEE Alastair Bruce Overseeing compliance with regulatory and financial UK corporate (Chair) reporting requirements. governance REPORT OF THE AUDIT COMMITTEE: P52 International Finance/audit KEY RESPONSIBILITIES MEETINGS Monitoring and evaluating the performance and remuneration of the Manager. Board member Board Audit MEC Nominations Monitoring and evaluating the performance Jane Tufnell 7/7 3/3 1/1 N/A and remuneration of other key service providers. MANAGEMENT David Warnock 7/7 3/3 1/1 N/A | | | | ENGAGEMENT | CORPORATE GOVERNANCE REPORT: P42 | | --- | --- | --- | --- | --- | | | 1 | | COMMITTEE | | | Alastair Bruce | | 6/7 3/3 1/1 N/A | | | David Warnock (Chair) Gerhard Fusenig 7/7 3/3 1/1 N/A Adiba Ighodaro 7/7 3/3 1/1 N/A KEY RESPONSIBILITIES Janine Nicholls 7/7 3/3 1/1 N/A Selecting and proposing suitable candidates for appointment or reappointment to the Board. 1 Owing to prior commitments, Alastair Bruce was unable to attend an additional meeting scheduled during the year. CORPORATE GOVERNANCE REPORT: P42 The quorum for any Board meeting is two directors but attendance NOMINATIONS by all directors at each meeting is strongly encouraged. COMMITTEE Jane Tufnell (Chair) ICG Enterprise Trust Plc Annual Report and Accounts 2024 39 BOARD OF DIRECTORS ## A diverse and experienced Board COMMITTEE MEMBERSHIP Audit Management Engagement Nominations JT DW JANE TUFNELL DAVID WARNOCK ALASTAIR BRUCE Chair and Chair of the Senior Independent Non-Executive Independent Non-Executive Director Nominations Committee Director and Chair of the Management and Chair of the Audit Committee Engagement Committee | BACKGROUND | | BACKGROUND | | --- | --- | --- | | Jane Tufnell was appointed to the | BACKGROUND | Alastair Bruce was appointed to the | | Board in 2019 and became Chair in | David Warnock was appointed to | Board in 2018 and became Chair of | | 2020. She started her career in 1986, | the Board in 2020, and became | the Audit Committee in 2019. Alastair | | joining County NatWest, where | Senior Independent Director in 2021. | was Managing Partner of Pantheon | AB | she jointly ran the NatWest Pension | David co-founded the investment | Ventures between 2006 and 2013, | | --- | --- | --- | | Fund’s exposure to UK smaller | firm Aberforth Partners and was | having joined the firm in 1996. | | companies. In 1994 she co-founded | a partner for 19 years until his | During his tenure at Pantheon | | Ruffer Investment Management Ltd | retirement from that firm in 2008. He | Ventures, Alastair was involved in | | where she worked for over 20 years | has held non-executive directorships | all aspects of the firm’s business, | | to build the business to an AUM of | of several public and private | particularly the management of | | £20bn, before leaving in 2015. Jane | companies and before Aberforth was | Pantheon International PLC (‘PIP’), | | is Senior Independent Director of | with Ivory & Sime plc and 3i Group | the expansion of Pantheon Ventures’ | | Schroder Capital Global Innovation | plc. David is currently Chair of CT | global platform and the creation | | Trust plc. She has served as a | Global Managed Portfolio Trust plc | of a co-investment business. | | non-executive director of a number | and an active investor in a number | | EXPERIENCE of other entities. of private companies. Alastair brings over 25 years EXPERIENCE EXPERIENCE of private equity, investment Jane brings extensive financial David brings extensive private equity, management and financial experience services and fund management investment trust and listed company to the Board. Through his involvement experience to the Board. She is a experience to the Board. He worked with the management of PIP, he has seasoned public company board for many years in private equity and extensive experience of managing member and chair, and has significant served as a non-executive director of a listed private equity vehicle. experience of all aspects of abrdn Private Equity Opportunities investment company management, Trust plc. He has been involved in all governance and regulation. aspects of investment trusts, either as a manager or as a non-executive director, for over 30 years. ICG Enterprise Trust Plc Annual Report and Accounts 202440 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | JANINE NICHOLLS | GERHARD FUSENIG | | | | --- | --- | --- | --- | | Independent Non-Executive Director | Independent Non-Executive Director | | | | BACKGROUND | BACKGROUND | | | | Janine Nicholls was appointed to the | Gerhard Fusenig was appointed to | | | | Board in 2022. She has more than 30 | the Board in 2019. Over the last 25 | | | | years’ experience in private equity and | years, Gerhard has held a number of | | | | financial services and is currently COO | senior management roles including | | | | of Snowball, a multi-asset impact | the position of co-COO of Asset | | | | investor. She previously held the same | Management and CEO of Core | | | | role at private equity firms GHO Capital | Investments at Credit Suisse, as well | | GF | | and Hermes GPE. Prior to this, Janine | as Global Head of Fund Services at | | | | held a number of direct, co-investment | UBS. Gerhard is a non-executive | | | | and primary funds’ investment roles | director of SolvencyAnalytics AG. | | | | and also held a number of related | Former directorships include | | | | advisory board seats. | Standard Life Aberdeen PLC, | JN | | Aberdeen Asset Management PLC EXPERIENCE and Credit Suisse Insurance Linked Janine brings to the Board diverse Strategies Ltd. financial, investment and operational experience. In addition to her private EXPERIENCE equity investment experience, she has Gerhard is highly experienced experience overseeing functions as an executive in the investment including Regulatory Compliance, Risk management sector and is also very Management, Accounting, Human familiar with board practices and Resources and Investor Relations and corporate governance requirements has a broad perspective on the private due to his range of board positions, equity industry. Janine is also a including major listed companies. Non-Executive Director on the board of Calculus Venture Capital Trust, where she is Chair of the Audit Committee. Janine is a chartered accountant. ADIBA IGHODARO Independent Non-Executive Director | | BACKGROUND | EXPERIENCE | | --- | --- | --- | | | Adiba Ighodaro was appointed to | Adiba brings extensive expertise in | | | the Board in 2022. Adiba is a former | global private markets from over 30 | | | Partner and founding member of | years of experience, including legal | | | the international private equity firm | structuring, development finance, | | | Actis, where she held both investor | private equity origination and | | AI | and fundraising leadership roles in | investment. Adiba is currently an | | | the UK, Nigeria and the US. Prior to | Independent Non-Executive | | | this she worked with CDC Group plc | Director on the board of Standard | | | (now British International Investment) | Chartered Bank Nigeria Ltd, where | | | from which, combined with Actis, | she has recently rotated to becoming | | | she has close to 30 years of investing | Chair of the Board Credit Committee | | | across private equity, energy | and is a member of the Risk as well | | | infrastructure and real estate. | as the Nominations, Governance | | | Adiba began her career practising | and Remuneration Committees. | | | corporate and commercial law. | Adiba is also a Trustee on the board | of the English National Opera. ICG Enterprise Trust Plc Annual Report and Accounts 2024 41 CORPORATE GOVERNANCE REPORT | The Company is committed to | Each non-executive director is appointed by | The Board acted as a host Board for an | | --- | --- | --- | | appropriate standards of corporate | a letter of appointment on an ongoing basis | apprentice under the Board Apprentice | | | and shareholders vote on whether to elect/ | Scheme from June 2022 to June 2023. | ### governance and the Board has re-elect him or her at every Annual General The scheme is designed to increase access to ### applied the principles of the AIC Meeting. A non-executive director will only board-level positions for those who have not ### Code of Corporate Governance be proposed for re-election at an Annual previously had this experience. The Board (‘AIC Code’). The AIC Code adapts General Meeting if the Board is satisfied apprentice was not a member of the Board but ### the Principles and Provisions set out with the non-executive director’s attended, and contributed to, all meetings. performance, independence and ongoing ### in the UK Corporate Governance time commitment. There is no absolute Senior Independent Director ### Code (‘the Code’) issued by the limit to the period that a non-executive David Warnock is the Senior Independent ### Financial Reporting Council to director can serve for; however the Board Director. He provides support to the Chair ### make them more relevant for recognises wider views regarding length in her role leading the Board while also of service and factors these in when providing his challenge and acting as a ### investment companies. considering whether or not directors’ conduit for any points to be raised in respect appointments should be continued. of the Chair. CORPORATE GOVERNANCE The Board considers that reporting against The Directors’ Remuneration Report, Induction and training the Principles and Provisions of the AIC Code, including the Directors’ Remuneration Board training is provided regularly to which has been endorsed by the Financial Policy, can be found on page 48. ensure that Board members are well placed Reporting Council, provides more relevant to conduct their role. information to shareholders. The Board remains cognisant of the provisions of the Code. A copy The Company is also subject to the Alternative Investment Fund Managers New Board members receive a formal induction of the AIC Code and the Code can be obtained Directive (‘AIFMD’) and has a management on all aspects of the Company’s business. from the websites of the Association of Investment Companies (www.theaic.co.uk) agreement with the Manager to act as its Performance evaluation and of the Financial Reporting Council Alternative Investment Fund Manager The Board reviews its performance annually (www.frc.org.uk) respectively. (‘AIFM’). Aztec Financial Services (UK) with an external assessment undertaken Limited acts as its Depositary, in accordance every three years. The assessment covers the Save in respect of the external board evaluation with the requirements of the AIFMD. effectiveness and performance of the Board requirement as detailed in this section, the as a whole, the committees of the Board and Company complied throughout the year with The Board is aware of the Parker Review an evaluation of each director. This process the provisions of the AIC Code. The Board report update on ethnic diversity setting out helps ensure that the Board’s operations subscribes to the view that long-serving progress and asking all FTSE 350 companies remain aligned with the culture, purpose directors should not be prevented from to set themselves a new target for ethnic and values of the Company. The last external forming part of an independent majority. It does diversity at senior management level to be assessment was undertaken in the year not consider that a director’s tenure necessarily achieved by December 2027. The Company ended 31 January 2021. The next external reduces his or her ability to act independently has not set targets for ethnic diversity at assessment was due in the year ended and, following formal performance evaluations, senior management level as the Company 31 January 2024. However, in the light of the believes that each of the directors is does not have any executive staff, however appointments of Adiba Ighodaro and Janine independent in character and judgement and the Board has encouraged the Manager to Nicholls as non-executive directors of the that there are no relationships or circumstances continue to integrate diversity and inclusivity Company on 1 July 2022, it was concluded which are likely to affect their judgement. into its recruitment and retention policy. that it would be more beneficial for the Board Composition and independence to undertake this review the following year The Board considers that the tenure The Board is currently comprised of six when the non-executive directors were profile of the Board, represented by the non-executive directors. There is no Chief better embedded and this will be conducted length of service of each of its directors, Executive Officer position within the during this financial year. The Board is appropriately balanced such that Board Company as day-to-day management of the conducted an internal self-evaluation led succession and renewal planning is managed Company’s affairs has been delegated to the by the Chair. This involved the submission over the medium to longer term. The Manager. The Board regularly reviews the of written questionnaires and then a full composition of the Board continues to independence of its members and, having discussion of the output. The review include directors who bring an appropriate due regard to the definitions and current concluded that the Board continues to mix of skills, experience, expertise and guidelines on independence under the Code, operate effectively and coherently, with a diversity (including gender diversity) considers all directors to be independent. collaborative approach taken. Each individual to Board decision making. There are no relationships or circumstances director was also assessed as part of the relating to the Company that are likely to evaluation and it was concluded that each All of the Company’s directors will seek affect their judgement. director continues to make a valuable re-election at each Annual General Meeting. contribution to the Board. The terms and conditions of appointment of the non-executive directors will be available for inspection at the Annual General Meeting. ICG Enterprise Trust Plc Annual Report and Accounts 202442 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Purposeful stakeholder THE NEW CONSUMER DUTY INCREASED SALES AND MARKETING FOCUS ### engagement ensures ### Setting higher and clearer standards A refreshed approach ### informed Board ### of consumer protection across to sales and marketing ### decision making financial services STAKEHOLDER INTERESTS AND ENGAGEMENT The Board is aware that listed private equity STAKEHOLDER INTERESTS AND ENGAGEMENT investment trusts generally suffer from a lack of STAKEHOLDER ENGAGEMENT: P22 The Financial Conduct Authority’s (‘FCA’) demand amongst shareholders. While some of this Consumer Duty (‘the Duty’) aims to establish is structural and related to how costs must be a higher standard of consumer protection in disclosed, the Board believes it is also due to a lack financial services and higher expectations for the of understanding and awareness among potential care that firms should provide to retail customers. ENSURING VALUE investors of the opportunities within the space. THE BOARD’S STAKEHOLDER CONSIDERATIONS ### Securing a new committed THE BOARD’S STAKEHOLDER The Duty applies to FCA-authorised firms and, while CONSIDERATIONS ### revolving credit facility it does not therefore apply directly to the Company The Board has worked closely with the Manager (as it is not authorised), the Duty applies to FCA- over the past year to increase the focus on sales STAKEHOLDER INTERESTS AND ENGAGEMENT authorised managers of investment trusts and the and marketing, and has implemented a number of Focus on the maintenance of high standards of distribution of an investment trust’s shares as retail measures to enhance our visibility to shareholders. business conduct and business relationships, platforms, wealth managers, financial advisers and the long-term prospects of the Company and others in the distribution chain are subject to the The Board regularly reviews the sales and the fair treatment of the Company’s members. Duty. It is in that context that the Board has carefully marketing efforts of the Manager, looking at considered the impact of the Duty for the Company (amongst other things) absolute levels of THE BOARD’S STAKEHOLDER and its business and stakeholders. activity, changes in the shareholder register, CONSIDERATIONS and performance of our shares – both in The Board received fulsome legal advice on what The Board was pleased to be able to agree absolute terms and relative to our peers. the Duty means for the Company and its Manager a new committed revolving credit facility for to ensure comfort as to compliance with the new the Company this year. OUTCOME regulatory requirements. The Board has been very During the year ICG Enterprise Trust has The new facility broadens the Company’s lending clear as to its support of the FCA’s policy objectives launched a new company website, developed base and reinforces the Company’s strong balance in the implementation of the Duty and its more regular communications with shareholders, sheet. This liquidity supports the Company’s requirement for board engagement within firms. and partnered with Cadarn Capital to support ability to continue to execute on its investment The Board has closely monitored the development sales and marketing efforts within the UK. We pipeline and to deliver for its shareholders. of the Duty and has received regular updates also hosted our first ever Capital Markets event. The Board conducted a thorough market from the Manager on its approach, governance assessment and detailed negotiation of terms PRIMARY STAKEHOLDER GROUP IMPACTED structure and activities undertaken to prepare to ensure that a best in class facility was agreed for implementation of the Duty. OUR with the bank counterparties. The result was The Board has given particular focus to the SHAREHOLDERS the signing of a four-year revolving credit Manager’s assessment of value and is facility of €240m with two international banks. comfortable with the outcome of that analysis. OTHER STAKEHOLDER GROUPS IMPACTED The Board remains focused on maintaining the strength of the Company’s balance sheet OUR OUTCOME position and will work with its advisers to MANAGER The Manager met the required timelines to ensure that the long-term interests of the successfully introduce measures needed to shareholders are well-served. conform with the Duty, including making an assessment that ICG Enterprise Trust Plc provided OUTCOME value. The Board and the Manager recognise that The new committed revolving credit facility the Duty is an ongoing requirement and that the became effective on 31 May 2023, replacing routes to implement it effectively may evolve in the the previous €240m facility, and thereby future. The Board is receiving regular updates on extending the maturity of the Company’s the Duty and will continue to monitor this over time. committed debt to 30 May 2027. PRIMARY STAKEHOLDER GROUP IMPACTED PRIMARY STAKEHOLDER GROUP IMPACTED OUR OUR SHAREHOLDERS SHAREHOLDERS OTHER STAKEHOLDER GROUPS IMPACTED OTHER STAKEHOLDER GROUPS IMPACTED OUR OUR MANAGER MANAGER OUR LENDERS ICG Enterprise Trust Plc Annual Report and Accounts 2024 43 CORPORATE GOVERNANCE REPORT CONTINUED Directors’ time commitments Role of the Board Board meetings also include a number of The Company has a policy of ensuring that all It is the responsibility of the Board to presentations from the Manager. Board non-executive directors of the Company have ensure that there is effective stewardship of papers are disseminated to the directors sufficient time to commit to the respective the Company’s affairs. Strategic issues are via a secure online platform for reasons of duties and responsibilities applicable to their determined by the Board, a formal schedule of efficiency and cyber security. The online particular Board roles. When making new operational matters reserved for the Board has platform is also used to store relevant appointments, the Board takes into account been adopted in order to enable it to discharge Company documentation, as it provides other demands on potential candidates’ time its responsibilities, and directors have full the directors with quick and secure access. and prior to appointment any significant and timely access to relevant information. commitments are disclosed with an indication Company Secretary of the time involved. In the year under review There is an agreed procedure under which The directors also have access to the advice the Board assessed the time commitment directors, wishing to do so in the furtherance and services of the Company Secretary, of each individual director on external of their duties, may take independent Andrew Lewis (on behalf of ICG FMC appointments. Each director’s aggregate professional advice at the Company’s expense. Limited), as well as a wider team and Juniper time commitment is discussed with him or Partners, an independent investment her as part of the annual appraisal process. In the event that any directors are unable to company specialist. In the year under review, all directors were attend Board and Committee meetings, the considered to have sufficient time to commit relevant directors will be contacted by the Insurance and indemnities to their respective roles on the Board, taking Chair before and/or after the meeting to During the year under review, the Board has account of their external appointments. ensure they were aware of the issues being maintained appropriate insurance cover in discussed and to obtain their input. respect of legal action against the directors. Board diversity The policy does not cover dishonest or There are currently three female and three The Board meetings follow a formal agenda, fraudulent actions by the directors. male directors on the Board. The Board which is approved by the Chair and circulated considers all candidates for Board Stewardship by the Company Secretary in advance of appointments and does not discriminate The Company seeks to make investments in the meeting to all the directors and other based on gender or any other factor, making funds and companies which are well-managed attendees. At each Board meeting every appointments based on skills and experience with high standards of corporate governance. agenda item is considered against the of the candidates. The directors believe this creates the proper Company’s strategy, its investment objectives conditions to enhance long-term shareholder and its investment policy. The Board is aware of the requirements of value. The exercise of voting rights attached to the Listing Rules in respect of ethnic diversity the Company’s Portfolio has been delegated A typical agenda includes: and acknowledges the importance of all to the Manager. However, the Board will • a review of investment performance; be informed of any sensitive voting issues forms of diversity. Diversity is one of the key • a review of investments and divestments and involving the Company’s investments. considerations when directors are appointed asset management initiatives in progress; to the Board, and is factored in to all searches • an update on investment opportunities Conflicts of interest for new directors. Gender and ethnicity data available in the market and how they fit The Company has adopted a policy requiring relating to the Board was collected using a within the Company’s strategy; all directors to disclose other positions and standardised process and managed by the • consideration of any investment also any other matter which may give rise Company Secretary. Each Board member opportunities above a specified size; to a conflict. Such conflicts can then be was requested to disclose information on considered by the other directors and, if a confidential and voluntary basis, through • a review of the Company’s financial necessary, either approved or not approved. which the individual self-reports their performance; Currently there are no material conflicts in ethnicity and gender identity (or specifies • a review of the Company’s financial respect of any director. they do not wish to report such data). forecasts, cash flow and ability to meet targets, including stressed scenarios Manager policies Tenure and sensitivity analyses; The Manager has policies and processes The Board’s tenure and succession policy • a review of the Company’s financial and in place, including those over the following seeks to ensure that the Board remains regulatory compliance; areas. Regular training is provided for all well-balanced through the appointment of • a review of any conflicts of interest, employees. The Board has reviewed these directors with a range of skills and experience. including the consideration of investments processes and found them adequate: Candidates for the Board are assessed as which may amount to a conflict of interest; to the appropriateness of their skills and • anti-bribery and corruption policy; • updates on shareholder and stakeholder experience prior to their appointment. relations; • whistleblowing policy; and The Company has no employees and given • updates on the Company’s capital market • environmental policy. the nature of its business as an investment activity; and company, the Board believes that while it is • specific regulatory, compliance or important for it to be refreshed with new corporate governance updates. members (as has been actively done in the last few years), it is not of concern that at times a director with longer than nine years’ experience may be on the Board. ICG Enterprise Trust Plc Annual Report and Accounts 202444 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | COMMITTEES | Management Engagement Committee | Quarterly releases in respect of the | | --- | --- | --- | | Nominations Committee | In accordance with industry good practice, | Company’s performance are announced to | | All of the directors serve on the Nominations | in February 2021 the Company formed | the market and available to shareholders. | | Committee which meets when necessary to | a Management Engagement Committee | At the Annual General Meeting, a | | select and propose suitable candidates for | (‘MEC’) to review the activities of the | presentation is made by the Manager and | | appointment or reappointment to the Board. | Manager and other key service providers. | investors are given an opportunity to | | The Committee is chaired by Jane Tufnell | The MEC meets at least annually, is chaired | question the Chair, the other directors and | | (save in respect of matters relating to the | by the Senior Independent Director and | the Manager. | | Chair of the Board, when it is chaired by the | is comprised of all of the directors. The | | | Senior Independent Director). When making | Committee held its annual review of all | Communication with shareholders is given a | | an appointment, the Board considers the | key service providers in October 2023. | high priority by the Board. The Manager and | | existing composition of the Board to | It conducted a detailed review of the | all directors, and in particular the Chair and | | determine areas which require strengthening. | performance of all key service providers, | Senior Independent Director, are available | | Independent external consultants are used | including the Manager, and reviewed and | to enter into dialogue with shareholders. | | to help identify a shortlist of candidates. | agreed a new proposed fee arrangement | The Manager holds regular discussions | | | with the Manager. A number of follow-up | with analysts and existing and potential | | The Committee is mindful of all forms of | actions were agreed, however, the | institutional shareholders and values the | | diversity in its processes, and does not | Committee concluded that in all material | feedback obtained in this manner. | | discriminate based on gender or any other | respects all service providers were | | | factor when considering candidates. The | performing to the required standards. | A structured programme of shareholder | | Board is aware of the requirements of the | | presentations by the Manager to institutional | | Parker Review in respect of ethnic diversity | Engagement with service providers | shareholders takes place following the | | and acknowledges the importance of all | The Board operates in an open and | publication of the Annual Report and quarterly | | forms of diversity. Diversity is one of the key | co-operative manner with the Company’s | results. In addition, Board members are | | considerations when directors are appointed | stakeholders, particularly in light of the | available to meet institutional shareholders. | | to the Board, and is factored into all searches | long-term nature of the Company’s | | | for new directors. | investment proposition. The Board expects | The Board receives regular updates from | | | the Company’s third-party service | the Company’s broker and is kept informed | | The Committee has adopted a succession plan | providers, particularly the Manager who | of all material discussions with investors and | | to ensure that succession matters continue to | is responsible for the management of the | analysts which helps the directors develop | | be appropriately considered over the coming | Company’s Portfolio, to uphold the same | their understanding of shareholders’ views | | years. The long-term plan takes account of the | values as the Board. To this end, the Board | and expectations. | | potential future retirements of directors who | (via the MEC) considers the Manager’s | | | reach nine years of service and the skills that | corporate culture as part of the overall | A detailed list of the Company’s shareholders | | they bring which will need replacement, and | assessment of the service provided to it. | is reviewed at each Board meeting. | envisages that successors will be sought ahead of such retirements to allow for an appropriate Stakeholder engagement Directors can be contacted via the registered handover period with minimal disruption. Please see pages 22 and 43 for further details. office of the Company (see the Shareholder information section on page 90). Remuneration Committee INTERNAL CONTROLS As the Board is comprised solely of The Board, at least annually, assesses the non-executive directors, the Company does internal controls of the Manager. There have Jane Tufnell not have a Remuneration Committee. The been no material adverse findings from this Chair determination of the directors’ fees is dealt review. Please see page 52 for details of this 7 May 2024 with by the whole Board. in the Report of the Audit Committee. SHAREHOLDER RELATIONS Please see page 48 for the Directors’ The Company’s Annual Report and Accounts Remuneration Report. and Interim Report contain a detailed review of performance and of changes to the Audit Committee investment Portfolio, our regular factsheets, Please see page 52 for the Report of the contain updated information in a more Audit Committee. abbreviated form, and the latest Company presentations, are made available to shareholders through the Company’s website (www.icg-enterprise.co.uk). ICG Enterprise Trust Plc Annual Report and Accounts 2024 45 REPORT OF THE DIRECTORS | The directors present their report and the | DIVIDEND | and as shown in the Glossary. Further | | --- | --- | --- | | audited financial statements for the year | Quarterly dividends in respect of the year ended | information around cost disclosures can | | ended 31 January 2024. The Report of the | 31 January 2024 were paid on 1 September | be found in the Company’s Key Information | | Directors should be read in conjunction | 2023 (8.0p per share), 1 December 2023 (8.0p | Document on the Shareholder resources | | with the Strategic Report (pages 1 to 37) | per share) and 1 March 2024 (8p per share) for | section of the Company’s website. | | and the Audit Committee Report (page 52). | a total of 24p per share. A final dividend of 9p | | For the ICG-managed funds (see note 18 on per share will, if approved, be paid on 19 July page 83) the annual management charge is STATUS OF THE COMPANY 2024 to holders of ordinary shares on the between 1.3% and 1.5% of original commitments ICG Enterprise Trust Plc (the ‘Company’) is register at the close of business on 5 July for funds in their investment period, and an investment company as defined by Section 2024. This would bring the total dividend between 0.8% to 1.5% of unrealised cost for 833 of the Companies Act 2006 and is for the year to 33p per share. funds where their investment period has ended. registered and domiciled in England (number | 1571089). During the year under review the | DIRECTORS | For the Graphite-managed funds the annual | | --- | --- | --- | | Company carried on the business of an | All of the directors listed on page 40 held | management charge is 2% of original | | investment trust. The Company will continue | office throughout the year and up to the date | commitments for funds in their investment | | to be an investment trust provided it | of signing the financial statements, and all | period, and between 1% to 2% for funds | | continues to satisfy the conditions of Section | directors will stand for re-election at the | where their investment period has ended. | | 1158 of the Corporation Tax Act 2010. The | forthcoming Annual General Meeting. | | The charges and incentive arrangements for Company has continued to direct its affairs Gerhard Fusenig is resident in Switzerland. both ICG and Graphite-managed funds are with the objective of retaining such approval. All of the other directors of the Company are at the same level as those paid by third-party The Company’s shares are eligible for resident in the UK. The directors’ biographical investors in the funds. tax-efficient wrappers such as Individual details demonstrate the wide range of skills The Board reviews the activities and performance Savings Accounts (‘ISAs’), Junior ISAs and and experience that they bring to the Board. of the Manager on an ongoing basis and Self Invested Personal Pensions (‘SIPPs’). The Board has decided that all directors will reviews the investment strategy annually. submit themselves for re-election every year. SIGNIFICANT SHAREHOLDINGS The Board reviews the Company’s investment A thorough review of all directors standing At 1 May 2024, the Company had received record over short and long-term periods, for re-election has been conducted. The no notifications of disclosable interests in its taking into account factors including the Net review concluded that all directors bring issued share capital. Shares in the Company Asset Value per Share and the share price as valuable skills and experience to the Board are held through a number of share schemes well as the general competence of the Manager. and continue to operate effectively, and and investment platforms. At 31 March 2024, accordingly are recommended for re-election. The Board also considers the performance the top 5 shareholders of the Company were: of the Manager in carrying out its company 1. Columbia Threadneedle Investments MANAGER secretarial and general administrative functions. Savings Scheme: 33% ICG Alternative Investment Limited (‘ICG’ or the ‘Manager’) is the manager of the In addition, the Audit Committee carries out a 2. Interactive Investor: 7% Company. ICG is authorised as an Alternative formal assessment of the Manager’s internal 3. Hargreaves Lansdown: 6% Investment Fund Manager and is regulated controls and risk management systems every year. 4. BlackRock: 4% by the Financial Conduct Authority. The Board has contractually delegated 5. AJ Bell: 3% | | The Manager provides investment | responsibility for management of the | | --- | --- | --- | | INVESTMENT POLICY | management, company secretarial and | investment Portfolio and the provision of | | The Company’s investment policy is set out | general administrative services to the | accounting and company secretarial services | | on page 91. The policy has not changed since | Company under a management agreement. | to the Manager. Custody of unquoted | | last year. | This agreement can be terminated by either | securities has been contractually delegated | | | party giving not less than one year’s notice. | to an FCA regulated third-party custodian, | No material change will be made to the investment Aztec Financial Services (UK) Limited (‘Aztec’). | policy without prior shareholder approval. | The investment management fee payable | | | --- | --- | --- | | | under this agreement is calculated as 1.4% | Aztec has also been appointed the | | PURCHASE OF SHARES | of the investment portfolio and 0.5% of | Company’s Depositary, in accordance with | | The Company has the authority, subject to | outstanding commitments to funds in their | the Alternative Investment Fund Managers | | various terms as set out in its Articles and in | investment periods, in both cases excluding | Directive. Custody of quoted securities has | | accordance with the Companies Act 2006, to | the funds managed directly by ICG (see note | been contractually delegated to an FCA | | acquire up to 14.99% of the shares in issue. The | 18 on page 83) and by the former manager | regulated third-party custodian, Charles | | Company intends to renew this authority annually. | of the Company, Graphite Capital (see page | Stanley & Co Limited, although Aztec retains | | | 47). This fee is subject to cap at 1.25% of Net | liability for safeguarding in respect of these | During the course of the year, the Company Asset Value (‘NAV’) up to £1.5bn of NAV, assets. The performance of these third purchased 1,130,708 shares (representing 1.10% on NAV in excess of £1.5bn and below parties is overseen by the Board as part 1.6% of the issued share capital of the Company £2.0bn, and 1.0% of NAV in excess of £2.0bn. of its regular reviews of the Manager. on 1 May 2024, being the latest practical date | before publication of this document) at an | The effective management fee charged by | Based on the above, it is the Board’s opinion | | --- | --- | --- | | average price of 1,149p, for a total cost of | the Manager in the year was 1.25% of the | that the continuing appointment of ICG as | | £13.1m at a weighted average discount of | Company’s net assets and the Company’s | Manager of the Company on the agreed | | 39.5%. These shares are held in treasury. | Ongoing Charges ratio was 1.37% as | terms is in the best interests of shareholders | | | calculated in accordance with AIC guidance | as a whole. | ICG Enterprise Trust Plc Annual Report and Accounts 202446 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION INVESTMENTS IN GRAPHITE CAPITAL FUNDS (FORMER MANAGER) 31 January 2024 31 January 2023 | | | Original | Remaining | | | | | Original | Remaining | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | commitment | | commitment | | Fair value | | commitment | | commitment | | Fair value | | Fund | | £’000 | | £’000 | | £’000 | | £’000 | | £’000 | £’000 | Graphite Capital Partners IX 30,000 4,525 15,921 30,000 5,805 13,894 Graphite Capital Partners VIII 40,000 899 22,742 40,000 899 21,959 Graphite Capital Partners VIII Top Up Fund 20,000 1,295 4,678 20,000 1,295 4,068 Graphite Capital Partners VII 35,138 456 6,309 35,138 907 5,948 Graphite Capital Partners VII Top Up Fund 8,157 – – 8,157 – – Graphite Capital Partners VII Top Up Fund Plus 4,158 – – 4,158 – – Total 137,4 53 7,174 49,650 13 7,45 3 8,906 45,869 | CO-INVESTMENT INCENTIVE SCHEME | • disapply pre-emption rights on up to 10% | DISCLOSURE OF INFORMATION TO AUDITORS | | --- | --- | --- | | ICG and certain of its executives and, in respect | of the issued share capital (excluding shares | Each of the persons who are a director at the | | of certain historic investments, the executives | held as treasury shares) to enable the | date of approval of this report confirms that: | | and connected parties of the Former Manager | Board to re-issue any ordinary shares held | | • so far as the director is aware, there is no (together the ‘Co-investors’), are required to in treasury without having first to offer them relevant audit information of which the co-invest alongside the Company (other than to all existing shareholders; and to renew Company’s auditors are unaware; and in investments made in funds managed by the the directors’ authority to buy back up to • each director has taken all the steps that Manager or the Former Manager), for which 9,984,819 ordinary shares (being 14.99% he or she ought to have taken as a director they are entitled to a share of investment profits of the issued share capital (excluding shares in order to become aware of any relevant if certain performance hurdles are met, as set held as treasury shares as at 1 May 2024)) audit information and to establish that out below: subject to the constraints to be set out in the Company’s auditors are aware of that the proposed resolution. The authority will The Co-investors are required to contribute information. The confirmation is given be used where the directors consider it to 0.5% of the cost of every new fund investment and should be interpreted in accordance be in the best interest of shareholders. It is (excluding those investments made by with the provisions of Section 418 of the the current intention of the Board that any Graphite Capital funds, and any ICG fund Companies Act 2006. shares thus purchased would be held as investments made after 1 February 2016) and treasury shares. Direct Investment made by the Company. INDEPENDENT AUDITORS As set out in the Report of the Audit Committee, If such an investment has generated at least an GREENHOUSE GAS EMISSIONS Ernst & Young LLP were appointed as auditors 8% per annum compound return in cash to the The Company has no employees and no for the year ended 31 January 2024 at the Company (the ‘Threshold’), the Co-investors premises, and therefore has no greenhouse Annual General Meeting in 2023 and are are entitled to receive 10% of the Company’s gas emissions to report, nor does it have recommended for reappointment by the Audit total gains from that investment inclusive of responsibility for any other emissions-producing Committee. A resolution reappointing them return of cost, out of future cash receipts from sources under the Companies Act 2006 and authorising the directors to determine the investment or, very rarely, in specie on the (Strategic Report and Directors’ Reports) their remuneration will be submitted at the flotation of underlying portfolio companies. Regulations 2013 and the Streamlined Energy Annual General Meeting. and Carbon Reporting (‘SECR’) requirements. For investments made before 24 May 2007, if the Threshold is not achieved the Co-investors do INCORPORATION BY CROSS REFERENCE TRANSFER OF SHARES AND VOTING RIGHTS not recover their contribution. For investments Certain information required to be disclosed All ordinary shares have equal voting rights. made after 24 May 2007, the Co-investors in the Report of the Directors is shown within There are no restrictions concerning the recover their contribution at the same rate as the other sections of the Annual Report and transfer of securities in the Company, no Company recovers the cost of its investment. Accounts. Please refer to the Report of the special rights with regard to control attached Directors on page 46. Further details of these arrangements can be to securities, no agreements between found in note 9 to the financial statements. holders of securities regarding their transfer ANNUAL GENERAL MEETING known to the Company, and no agreement The Annual General Meeting will be held CAPITAL to which the Company is party that affects on 25 June 2024. Further details will be As at 31 January 2024, 72,913,000 ordinary its control following a takeover bid. provided in the notice of general meeting shares of 10.0p each were in issue and fully The Company’s Articles of Association may to be circulated to shareholders. paid. 6,303,133 treasury shares, representing 9.46% of the Company’s share capital, were be amended by special resolution of the By order of the Board: held as at 1 May 2024, being the latest practical shareholders in a General Meeting. Holders date before publication of this document. of ordinary shares enjoy the rights set out in the Articles of Association of the Company Resolutions will be proposed at the Andrew Lewis and under the laws of England and Wales. forthcoming Annual General Meeting to: On behalf of ICG FMC Limited Any share may be issued with or have 7 May 2024 | • allot up to a maximum of 22,203,289 | attached to it such rights and restrictions | | --- | --- | | ordinary shares of 10p each, representing | as the Company by ordinary resolution or, | | 33% of the Company’s issued share capital | failing such resolution, the Board may decide. | (excluding shares held as treasury shares) as at 1 May 2024; and ICG Enterprise Trust Plc Annual Report and Accounts 2024 47 DIRECTORS’ REMUNERATION REPORT REMUNERATION COMMITTEE As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination of the directors’ fees is dealt with by the whole Board. STATEMENT BY THE CHAIR In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Company presents its Remuneration Policy and Remuneration Report separately. The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the directors are entitled to, and how this supports the Company’s long-term strategy and performance. All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2026 when the Company is next required to submit its policy on the remuneration of its directors to the members. The Remuneration Report sets out how the Remuneration Policy has been implemented in the year. In accordance with the Remuneration Policy set out below, the Board performs an annual review of directors’ fees. The fees payable to the directors for the year ended 31 January 2025 were considered in January 2024. An increase in fees of 4% was applied, reflecting inflation and market comparables. TABLE OF REMUNERATION BY ROLE | | | Year ended | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2025 | | | 31 January 2024 | | | 31 January 2023 | | | | Fund | | | £ | | | £ | | | £ | Chair of the Board 73,900 71,020 67,000 Chair of the Audit Committee 59,700 57, 378 54,130 Senior Independent Director and Chair of MEC 58,700 46,407 43,780 1 Directors’ fees 48,300 46,407 43,780 1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC. A review of the extensive extra responsibilities and time commitments for the roles of Senior Independent Director and Chair of the Management Engagement Committee concluded that an additional fee of £5,200 for each role was appropriate. REMUNERATION POLICY It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors in the wider industry, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the Company’s Articles of Association. It is not the Company’s policy to include an element of performance related pay; all fees are paid in cash rather than any other instrument. This Remuneration Policy was approved at the 2023 Annual General Meeting. The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total of £402,900 per annum. The limit in the Articles increases annually in line with inflation and would also increase pro-rata in the event of an additional appointment increasing the number of Board members. The level of fees for directors is reviewed annually by the Board. The Board considers the Remuneration Policy to be effective in supporting the short and long-term strategic objectives of the Company by ensuring that the Company continues to be able to recruit and retain non-executive directors who are suitably qualified and experienced to supervise the Company’s affairs. ICG Enterprise Trust Plc Annual Report and Accounts 202448 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **Share price performance** The Company's performance is compared to the FTSE All-Share Index Total Return as this is considered to be the most appropriate comparator index. # **Share price performance** ![img-3.jpeg](img-3.jpeg) 1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100. # **Service contracts** It is not the Company's policy to enter into service contracts with its directors. No director has a service contract with the Company. The directors each serve under a letter of appointment. # **Notice period and loss of office payment policy** The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any provision of the Articles of Association. It is not the Company's policy to enter into arrangements that entitle any of the directors to compensation for loss of office. No director is entitled to any such compensation. # **Statement of consideration of conditions elsewhere in the Company** The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees when setting and implementing the Remuneration Policy. # **Statement of consideration of shareholder views** The Company places great importance on communication with its shareholders. The Board confirms that no negative views were expressed in relation to its Remuneration Policy during the year. ICG Enterprise Trust Plc Annual Report and Accounts 2024 49 DIRECTORS’ REMUNERATION REPORT CONTINUED DIRECTORS’ REMUNERATION REPORT The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is indicated below. The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended 31 January 2024 (2023: £nil). Relative importance of spend on pay The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to 31 January 2024 and the prior year. This disclosure is a statutory requirement. However, the directors consider that this comparison is not meaningful as (a) the Company has no employees, and (b) its objective is to provide shareholders with long-term capital growth, and share buybacks and the dividend form only a small part of total shareholders’ returns. | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2024 | | | 31 January 2023 | | | | Components of remuneration package | | | £’000 | | | £’000 | Directors’ remuneration 316 280 | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2024 | | | 31 January 2023 | | | | Shareholder distributions | | | £’000 | | | £’000 | Dividends paid 21,694 19,866 Share buybacks 13,068 2,016 Total distributions to shareholders 34,762 21,882 Remuneration in the year (audited) Change in annual fee over years ended | | | Fees Expenses | | | 1 | | Total | | | 31 January | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | 2023 | 2024 | 2023 | 2024 | | 2023 | 2024 2023 2022 2021 | | | Name | £’000 | | £’000 | £’000 | £’000 | £’000 | | £’000 | | | 2 Jane Tufnell 71 67 – – 71 67 9% 3% 22% 61% Alastair Bruce 58 54 – – 58 54 9% 4% 19% 0% 3 David Warnock 46 44 – – 46 44 9% 5% 504% N/A 4,5 Gerhard Fusenig 46 44 3 4 49 48 4% 9% 7% 116% 3 Adiba Ighodaro 46 26 – – 46 26 85% N/A N/A N/A 3 Janine Nicholls 46 26 – – 46 26 85% N/A N/A N/A 6 Sandra Pajarola – 19 – 4 – 23 N/A (48)% 7% N/A Total 313 280 3 8 316 288 1 Expenses are a taxable benefit. 2 Joined the Board in June 2019 and served for part of the year ended 31 January 2020. 3 Joined the Board in July 2022 and served for part of the year ended 31 January 2023. 4 Joined the Board in September 2019 and served for part of the year ended 31 January 2020. 5 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate accommodation) to attend meetings of the Board. 6 Retired from the Board in June 2022 and served for part of the year ended 31 January 2023. ICG Enterprise Trust Plc Annual Report and Accounts 202450 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Directors’ shareholdings and share interests (audited) The beneficial interests of the directors in the shares of the Company are shown below. There is no requirement for the directors to own securities of the Company. Save as disclosed below, no director had any notifiable interest in the securities of the Company. | | | Year ended | | Year ended | | --- | --- | --- | --- | --- | | | 31 January 2024 | | 31 January 2023 | | | Name | Number of shares | | Number of shares | | Jane Tufnell 31,025 30,025 David Warnock 30,000 20,000 Alastair Bruce 30,000 25,000 Gerhard Fusenig 26,000 22,803 Adiba Ighodaro 800 – Janine Nicholls 2,219 2,219 Total 119,044 100,047 As at 1 May 2024, the Portfolio Manager, Oliver Gardey, holds 63,990 shares in the Company, which have been acquired in the open market at market rates. In aggregate, and including the Portfolio Manager, employees of ICG hold a total of 173,147 shares in the Company, which were also acquired in the open market at market rates. The Company does not compensate any employees of ICG through the issuance of shares, nor does it offer employees of ICG the opportunity to acquire shares in the Company at preferential prices. In addition, as at 31 January 2024, current employees of ICG have in aggregate made personal co-investments totalling a cash cost of £2.3m as part of the Co-Investment Incentive Scheme. Statement of shareholder voting The Remuneration Policy was last approved at the Annual General Meeting on 25 June 2023, with the following proxy votes cast: Votes Number % For 19,609,662 98.31 Against 337,645 1.69 Withheld 141,491 – At the Annual General Meeting held on 25 June 2023, a resolution to approve the Directors’ Remuneration Report for the year ended 31 January 2023 was passed with the following proxy votes cast: Votes Number % For 19,47 7,261 98.52 Against 293,450 1.48 Withheld 318,087 – The Board does not consider the numbers of votes against these resolutions to be significant. Resolution to approve Directors’ Remuneration Report A resolution to approve the Remuneration Report for the year ended 31 January 2024 will be put to the members at the forthcoming Annual General Meeting. On behalf of the Board: Jane Tufnell Chair 7 May 2024 ICG Enterprise Trust Plc Annual Report and Accounts 2024 51 REPORT OF THE AUDIT COMMITTEE INTRODUCTION All Board members currently serve on the Audit Committee. As set out on page 40, the members of the Committee have a range of recent and relevant financial experience. They also have relevant experience in the sector in which the Company operates. The Committee operates within written terms of reference, which are available within the Corporate governance section of the Company’s website www.icg-enterprise.co.uk, clearly setting out its authority and duties. The primary role of the Committee is to review the interim and annual financial statements, the effectiveness and scope of the external audit, the risks to which the Company is exposed and mitigating controls, and compliance with regulatory and financial reporting requirements. The Committee also provides advice to the Board on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable. ### The primary role of the Committee is ### to review the financial statements, the The Committee meets at least three times a year. A quorum is any two of the members ### effectiveness and scope of the external of the Committee but full attendance at each ### audit, and the risks to which the Company meeting is strongly encouraged. ### is exposed and the controls that mitigate Four meetings were held in the financial ### those risks. year, and all were quorate. The Company’s auditors, Ernst & Young LLP (‘EY’), attended ALASTAIR BRUCE CHAIR OF THE COMMITTEE all meetings. The Committee also has direct access to the auditors as necessary at other times and the opportunity to meet the KEY RESPONSIBILITIES auditors without the Manager being present. Reviewing the interim and annual financial statements, the effectiveness and scope of the external audit, the risks to which In addition to the key responsibilities the Company is exposed and mitigating controls, and compliance noted, the Committee considered the with regulatory and financial reporting requirements. independence of the auditors and the Company’s risk management framework COMMITTEE MEMBERS and principal risks. Alastair Bruce (Chair of the Committee) SIGNIFICANT JUDGEMENTS IN RELATION Gerhard Fusenig TO THE FINANCIAL STATEMENTS Adiba Ighodaro Valuation of investments In its review of the financial statements, the Janine Nicholls Committee considers whether the Company’s Jane Tufnell investments are fairly valued. The valuation David Warnock of investments is predominantly based on third-party managers’ valuations. The Committee discussed the valuation process in COMMITTEE ACTIVITIES Oversight of audit conducted by the Company’s auditors detail with the Manager and reviewed the plan of the external auditors to ensure that it was Continued review and scrutiny of valuations appropriately designed to provide assurance over the valuation of the investments. ICG Enterprise Trust Plc Annual Report and Accounts 202452 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | The Committee has been satisfied with the | INTERNAL CONTROLS AND NEED | AUDIT INDEPENDENCE AND EFFECTIVENESS | | --- | --- | --- | | process established by the Manager. The | FOR AN INTERNAL AUDIT FUNCTION | EY were reappointed as auditors for the year | | Manager reported the results of the valuation | The Board has overall responsibility for | ended 31 January 2024 at the Annual General | | process, including the sources of valuation | the Company’s systems of internal controls | Meeting in June 2023. The Company has | | information and the methodologies used. | and for reviewing their effectiveness. The | complied with the terms of the September | | The auditors separately reported the results | purpose of the controls is to ensure that the | 2014 Competition and Markets Authority | | of their audit work to the Committee. The | assets of the Company are safeguarded, | Order, including in respect of audit tendering. | | Committee concluded that the valuation | proper accounting records are maintained | EY were first appointed as auditors for the | | process had been properly carried out and | and the financial information used within | year ended 31 January 2021. | | that the investments had been fairly valued in | the business and for publication is reliable. | | | accordance with UK-adopted International | | The Audit Committee has reviewed the | | Accounting Standards, in line with | The Committee regularly reviews, identifies | provision of non-audit services and believes | | International Private Equity and Venture | and evaluates the risks taken by the Company | them to be cost-effective and not an | | Capital Valuation Guidelines. | to allow them to be appropriately managed. | impediment to the auditors’ objectivity and | independence. Details of the total fees paid | Going concern and viability | All of the Company’s day-to-day management | to EY by the Company are set out in note 4 | | --- | --- | --- | | In order to support the Board in determining | functions are delegated to the Manager, | to the financial statements. In the year ended | | that it is appropriate to continue to adopt | which has its own internal control and risk | 31 January 2024, £53k (2023: £55k) was | | the going concern basis of preparation of | monitoring arrangements. The Committee | payable to the auditors in respect of non-audit | | the Company’s financial statements, the | makes a regular assessment of these | services. It has been agreed that all non-audit | | Committee has challenged and assessed the | arrangements with reference to the | work to be carried out by the external auditors | | key assumptions underpinning that decision. | Company’s risk matrix. | must be approved in advance by the Audit | | This included: | | Committee, and in line with the latest | | | The Committee also received a report, | guidelines for the provision of non-audit | • an assessment of the Company’s business based on agreed-upon procedures, from services by the Company’s auditors. activities, as set out in the Chair’s statement the Manager’s internal audit function. on page 4 and the Manager’s review on The Committee reviews the performance of the page 14; In accordance with the Alternative Investment auditors each year. The Committee considers a • the Company’s principal risks and their Fund Managers Directive (‘the Directive’), range of factors including the quality of service, mitigants, as noted on page 33; and the Company has appointed Aztec Financial their expertise and the level of audit fee. The • the Company’s ability to manage its Services (UK) Limited (‘the Depositary’) as Committee has been pleased with the work liquidity and overcommitment levels over depositary. The Depositary’s responsibilities undertaken by both the Manager and EY. the period of 12 months and longer from include the monitoring of the cash flows the date of this report, incorporating the of the Company, the safekeeping of the The Committee accordingly recommends Company’s balance sheet and cash flow Company’s assets, and the general oversight that Ernst & Young LLP be appointed projections provided by the Manager. of the Company including its compliance with auditors for the year ending 31 January 2025. its investment policy. The Audit Committee These projections included scenarios with has reviewed the Depositary’s reports for the I would be pleased to discuss the work varying levels of investment gains and losses, period from 1 February 2023 to 31 January of the Committee with any shareholder. fund drawdowns and realisations, availability 2024, that set out the testing and procedures of the credit facility, and possible remedial carried out by the Depositary to satisfy itself action that the Company could undertake if that it is fulfilling its obligations, and that the Alastair Bruce required in the event of significant valuation Company was operating in accordance with Chair of the Audit Committee declines and/or reductions in liquidity. the Directive. The reports did not identify 7 May 2024 Further details around liquidity risk and any issues. overcommitment risk are detailed on page 79 within the notes to the financial statements. The Committee considers, therefore, that Accordingly, the Committee was satisfied an internal audit function specific to the that the going concern basis of accounting Company is unnecessary. remained appropriate for the Company. FAIR, BALANCED AND UNDERSTANDABLE Following a thorough review, and discussion with the Manager and the auditors, the Committee has advised the Board that the Annual Report and Accounts for the year ended 31 January 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. ICG Enterprise Trust Plc Annual Report and Accounts 2024 53 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for The directors are also responsible for preparing the Annual Report, the Directors’ safeguarding the assets of the Company and Remuneration Report and the financial for taking reasonable steps for the prevention statements in accordance with applicable and detection of fraud and other irregularities. law and regulations. The directors are responsible for Company law requires the directors to the maintenance and integrity of the prepare financial statements for each Company’s website. financial year. Accordingly, the directors have prepared the financial statements in Legislation in the United Kingdom governing accordance with UK-adopted International the preparation and dissemination of financial Accounting Standards (‘UK-IAS’) and the statements may differ from legislation in Statement of Recommended Practice other jurisdictions. (‘SORP’) for investment trusts issued by | the Association of Investment Companies in | Having taken advice from the Audit | | --- | --- | | July 2022. Company law also requires that | Committee, the directors consider that the | | the directors do not approve the financial | Annual Report, taken as a whole, is fair, | | statements unless they are satisfied that they | balanced and understandable and provides | | give a true and fair view of the state of affairs | the information necessary for shareholders | | of the Company and of the profit or loss | to assess the Company’s position and | | of the Company for the relevant period. | performance, business model and strategy. | In preparing these financial statements, the directors are required to: Each of the directors, whose names and functions are listed on page 40, confirm • select suitable accounting policies and that, to the best of their knowledge: then apply them consistently; | • make judgements and accounting | • the financial statements, which have been | | --- | --- | | estimates that are reasonable and prudent; | prepared in accordance with International | | • provide additional disclosures when | Accounting Standards in conformity with | | compliance with the specific requirements | the requirements of the Companies Act | | in IFRS is insufficient to enable users to | 2006, give a true and fair view of the | | understand the impact of particular | assets, liabilities, financial position and | | transactions, other events and conditions | profit of the Company; and | | on the Company financial position and | • the Strategic Report includes a fair | | financial performance; | review of the development and | | • state whether IFRSs have been followed, | performance of the business and the | | subject to any material departures | position of the Company, together | | disclosed and explained in the financial | with a description of the principal | | statements; and | risks and uncertainties that it faces. | | • prepare the financial statements on | On behalf of the Board: | a going concern basis unless it is inappropriate to presume that the Company will continue in business. Jane Tufnell Chair The directors are responsible for keeping 7 May 2024 adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Company’s financial statements, IFRSs and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in April 2021. ICG Enterprise Trust Plc Annual Report and Accounts 202454 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC OPINION We have audited the financial statements of ICG Enterprise Trust plc (the ‘Company’) for the year ended 31 January 2024 which comprise the Income Statement, Balance Sheet, Cash Flow Statement, Statement of Changes in Equity, and the related notes 1 to 19, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards. In our opinion, the financial statements: • give a true and fair view of the Company’s affairs as at 31 January 2024 and of its profit for the year then ended; • have been properly prepared in accordance with UK-adopted international accounting standards; and • have been prepared in accordance with the requirements of the Companies Act 2006. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. INDEPENDENCE We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting the audit. CONCLUSIONS RELATING TO GOING CONCERN In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included the following procedures: • We made enquiries of the Audit Committee and ICG Alternative Investment Limited (‘the Manager’) to determine whether, in their opinion, they had any knowledge of events or conditions beyond the period of the directors’ assessment that may cast significant doubt on the Company’s ability to continue as a going concern. • We obtained the directors’ going concern assessment, including the impact of the COVID-19 pandemic, and validated that the assessment covers a period to 31 May 2025, which is at least 12 months from when these financial statements are authorised for issue. • We obtained the forecasts and cash flows prepared by the Manager, underpinning the directors’ assessment of going concern. We challenged the sensitivities and assumptions used in the forecasts, including comparing assumptions of future cash flows. • We obtained the stress testing and reverse stress testing performed by the Manager and challenged the appropriateness and severity of stresses applied, through comparison to market and historical data. We validated the standing data used by agreeing this to supporting documentation. • We made enquiries of the Audit Committee and the Manager to determine whether, in their opinion, there is any material uncertainty regarding the Company’s ability to pay liabilities and commitments as they fall due over the period of twelve months from the date of approval of the financial statements and challenged this assessment. • We obtained the legal agreements to validate the existence of the multi-currency revolving credit facility entered into by the Company during the year and agreed the covenants included in the going concern assessment and supporting stress testing. We recalculated the relevant covenants for each quarter-end in the going concern assessment period based on these key terms. • We validated that the disclosures made in the Annual Report and Accounts regarding the Company’s ability to continue as a going concern are consistent with our understanding of the business and with the assumptions and calculations which underpin the directors’ assessment of going concern. ICG Enterprise Trust Plc Annual Report and Accounts 2024 55 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to 31 May 2025, which is at least 12 months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern. OVERVIEW OF OUR AUDIT APPROACH Key audit matters • Risk of incorrect valuation of unquoted investments. • Risk of inaccurate recognition of realised and change in unrealised gains/(losses) on unquoted investments. Materiality • Overall materiality of £12.6m which represents 1% of net assets. AN OVERVIEW OF THE SCOPE OF OUR AUDIT Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, the potential impact of climate change and changes in the business environment when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team. Climate change There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined that the impact of climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, may impact the value of the Company’s Portfolio, which is the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. This is explained on page 34 in the Principal Risks and Uncertainties section of the Strategic Report, which forms part of the “Other information,” rather than the audited financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated. Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements as set out in Note 1(a) and the conclusion that there is no further impact of climate change to be taken into account as the investments are valued based on market pricing as at the year-end as required by IFRS. All investments therefore reflect the market participants view of climate change risk on the investments held by the Company. We also challenged the directors’ considerations of climate change in their assessment of going concern and viability and associated disclosures. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. ICG Enterprise Trust Plc Annual Report and Accounts 202456 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Key observations communicated | Risk Our response to the risk | | to the Audit Committee | | --- | --- | --- | | Risk of incorrect valuation of | We performed the following procedures: | The results of our | | unquoted investments (2024: | | procedures are: | We obtained an understanding of and evaluated the design £1,296.4m, 2023: £1,349.1m) | | and implementation of processes and controls around the | We identified no material | | --- | --- | --- | | Refer to the Audit Committee | unquoted investment valuations by performing a walkthrough. | misstatements in relation to | | Report (pages 52 to 53); | | the risk of incorrect valuation | We obtained the valuation policy applied by the Company and Accounting policies (pages 66 of unquoted investments. validated compliance with the International Private Equity and to 69); and Notes 10 and 17 of the Venture Capital Guidelines December 2022. Financial Statements (pages 73 and 74, and pages 78 to 81). For a sample of unquoted investments held by the Company, we performed the following procedures to gain assurance The unquoted investment portfolio over the valuation: is material to the financial statements | and consists of illiquid private equity | • we independently obtained the most recently available | | --- | --- | | fund investments of £136.5m (2023: | third-party valuations and agreed the valuations to the | | £158.9m) and direct co-investments | value per the accounting records; | | into private companies of £123.8m | • where the most recently available third-party valuation was | | (2023: £110.3m). The Company | not at the reporting date of the Company, we obtained | | also has six (2023: six) subsidiary | management’s fair value assessment at year end by reviewing | | undertakings of £1,036.1m (2023: | the cash flow adjustments, distributions and drawdowns, | | £1,079.9m), held at fair value under | adjustments on indirect investments by reviewing underlying | | IFRS 10, which invest into the same | quoted adjustments using independent pricing sources | | unquoted investments. | on a look through basis, and agreed these to supporting | documentation and bank statements; and The valuations of unquoted • we verified the reasonableness of all foreign exchange investments do not have inputs based rates used by comparison to an independent source. on observable market data and are therefore subjective, increasing the Subsequent to the finalisation of the investment valuations, we likelihood of error. The net assets of obtained updated capital account statements received since each investment are provided to the the valuation date of the latest valuation from the underlying Company by the fund managers or fund manager and other financial information such as cashflow sponsors of the investee companies notices relevant to the valuation of the unquoted investments and any necessary adjustments are received by the Manager, to consider and ensure that no made by the Administrator, for material valuation differences arose. example cash flow adjustments for We performed the following procedures to gain assurance over drawdowns and distributions the reliability of the unaudited capital account statements: between the date of the last valuation provided and the year-end date of • for a sample of investments where the valuation was based the Company. The year end valuations on unaudited capital account statements, we assessed their are then reviewed by the Manager reliability by comparing the Net Asset Value (‘NAV’) per and the directors. the latest audited financial statements to the NAV per the unaudited capital account statement as at the same date; and • we obtained a sample of relevant underlying audited financial statements, inspecting the GAAP applied and accounting policies on key areas impacting the NAV and compared these to IFRS. We ensured that the auditor was registered with the appropriate local accounting body and issued an unmodified audit opinion. We challenged the Manager’s procedures to determine whether events and circumstances that occurred between the date of the third-party valuations and the reporting date of the Company had an impact on the valuation of the investment portfolio and we have not identified any issues. We reviewed the minutes of the Valuation Committee meetings and held discussions with key personnel at the Manager to discuss the performance of the portfolio for the year. ICG Enterprise Trust Plc Annual Report and Accounts 2024 57 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED Key observations communicated | Risk Our response to the risk | | to the Audit Committee | | --- | --- | --- | | Risk of inaccurate recognition | We performed the following procedures: | The results of our | | of realised gains/(losses) (2024 | | procedures are: | We obtained an understanding of and evaluated the design £-1.0m, 2023 £9.3m) and change and implementation of the processes and controls around the We identified no material in unrealised gains/(losses) recognition of realised and change in unrealised gains/(losses) misstatements in relation to the (2024: £42.2m, 2023: £175.7m) by performing a walkthrough. risk of inaccurate recognition of on unquoted investments realised gains/(losses) and change We performed a review and recalculation to confirm that the Refer to the Accounting policies in unrealised gains/(losses) on Company’s accounting policy in relation to realised and change (pages 66 to 69); and Note 10 unquoted investments. in unrealised gains/(losses) on unquoted investments was of the Financial Statements correctly applied with the Annual Report and Accounts and (pages 73 and 74). we validated that the policy is in compliance with IFRS 9. Gains or losses on investments To validate the inputs into the manual calculation: originate from the capital distributions and capital gains for • we recalculated the change in unrealised gain/(loss) investments during the year. Total for a sample of investments based on the fair value of the gains from capital distribution are investments audited as part of our investments testing; calculated as the difference between • we agreed a sample of purchases and sales of investments the movement in cost against during the year to call and distribution notices, or to carrying value during the year and secondary sales documentation, and bank statements; and the net proceeds, after deducting • we agreed the carrying values used in the realised cost adjustments incidental to the gains/(losses) calculation for a sample of investments capital distribution. to independently obtained capital account statements. There is a manual calculation To address the risk of management override, we tested the performed by the Manager for appropriateness of journal entries and other adjustments made recognising gains/(losses) as in the recording of gains/(losses) on fair value of investments. realised or change in unrealised, based on the Company’s revenue recognition accounting policy. There is a risk that the manual calculations of realised and change in unrealised gains/(losses) on unquoted investments are incorrectly calculated by the Manager, which could lead to the disclosures regarding the capital element of the Income Statement and the Statement of Changes in Equity being materially misstated. In addition, an incorrect recording of realised gains/(losses) by the Company could directly affect the amount available to be paid as a dividend to shareholders. This could have an impact on the perceived performance and share price of the Company and therefore could be an incentive to misstate the realised gains/(losses). ICG Enterprise Trust Plc Annual Report and Accounts 202458 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## OUR APPLICATION OF MATERIALITY We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. ### Materiality **The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.** We determined materiality for the company to be £12.59 million (2023: £13.01 million), which is 1% (2023: 1%) of net assets. We believe that net assets provide us with materiality aligned to the key measurement of the Company's performance. ### Performance materiality **The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.** On the basis of our risk assessments, together with our assessment of the company's overall control environment, our judgement was that performance materiality was 75% (2023: 50%) of our planning materiality, namely £9.4m (2023: £6.50m). We have set performance materiality at this percentage given the reduction of corrected and uncorrected misstatements noted in the prior year audit which indicated a lower risk and likelihood of misstatements. ### Reporting threshold **An amount below which identified misstatements are considered as being clearly trivial.** We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.6m (2023: £0.7m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. ## OTHER INFORMATION The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. ## OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: - the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the strategic report and directors' report have been prepared in accordance with applicable legal requirements. ## MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. ICG Enterprise Trust Plc Annual Report and Accounts 2024 59 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED CORPORATE GOVERNANCE STATEMENT We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 37; • Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 37; • Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its liabilities set out on page 37; • Directors’ statement on fair, balanced and understandable set out on page 54; • the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 53; • the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 53; and • the section describing the work of the Audit Committee set out on page 52. RESPONSIBILITIES OF DIRECTORS As explained more fully in the directors’ responsibilities statement set out on page 54, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (UK-adopted international accounting standards, the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code, Section 1158 of the Corporation Tax Act 2010, The Companies (Miscellaneous Reporting) Regulations 2018, and The Statement of Recommended Practice for the Financial Statements of Investment Trust Companies as issued by the Association of Investment Companies). • We understood how the Company is complying with those frameworks through discussions with members of the Manager and the Non-Executive Directors including the Chair of the Audit Committee, in addition to our review of board minutes, committee minutes, and papers provided to the Audit Committee. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified fraud and management override risks in relation to the incorrect valuation of unquoted investments and inaccurate recognition of realised gains/(losses) and change in unrealised gains/(losses) on unquoted investments. Our audit procedures stated above in the ‘Key audit matters’ section of this auditor’s report were performed to address this identified fraud risk. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the reporting to the directors with respect to the application of the documented policies and procedures and review of the financial statements to ensure compliance with the reporting requirements of the Company. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. ICG Enterprise Trust Plc Annual Report and Accounts 202460 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OTHER MATTERS WE ARE REQUIRED TO ADDRESS • Following the recommendation from the Audit Committee, we were appointed by the Company on 27 June 2019 to audit the financial statements for the year ending 31 January 2020 and subsequent financial periods. • The period of total uninterrupted engagement including previous renewals and reappointments is 5 years, covering the years ending 31 January 2020 to 31 January 2024. • The audit opinion is consistent with the additional report to the Audit Committee. USE OF OUR REPORT This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Denise Davidson (Senior statutory auditor) for and on behalf of Ernst & Young LLP Statutory Auditor London 7 May 2024 ICG Enterprise Trust Plc Annual Report and Accounts 2024 61 ## INCOME STATEMENT | | Year to 31 January 2024 | | | | Year to 31 January 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Notes | Revenue return £'000 | Capital return £'000 | Total £'000 | Revenue return £'000 | Capital return £'000 | Total £'000 | | **Investment returns** | | | | | | | | | Income, gains and losses on investments | 2,10 | 2,365 | 39,369 | 41,734 | 2,224 | 185,201 | 187,425 | | Deposit interest | 2 | 405 | — | 405 | 1 | — | 1 | | Other income | 2 | 104 | — | 104 | 46 | — | 46 | | Foreign exchange gains and losses | | — | 1,193 | 1,193 | — | 337 | 337 | | | | **2,874** | **40,562** | **43,436** | **2,271** | **185,538** | **187,809** | | **Expenses** | | | | | | | | | Investment management charges | 3 | (1,615) | (14,533) | (16,148) | (1,701) | (15,312) | (17,013) | | Other expenses including finance costs | 4 | (2,520) | (7,402) | (9,922) | (2,387) | (3,884) | (6,271) | | | | **(4,135)** | **(21,935)** | **(26,070)** | **(4,088)** | **(19,196)** | **(23,284)** | | **Profit/(loss) before tax** | | **(1,261)** | **18,627** | **17,366** | **(1,817)** | **166,342** | **164,525** | | Taxation | 6 | — | — | — | 345 | (345) | — | | **Profit/(loss) for the period** | | **(1,261)** | **18,627** | **17,366** | **(1,472)** | **165,997** | **164,525** | | **Attributable to:** | | | | | | | | | Equity shareholders | | (1,261) | 18,627 | 17,366 | (1,472) | 165,997 | 164,525 | | **Basic and diluted earnings per share** | 7 | | | **25.63p** | | | **240.19p** | The columns headed 'Total' represent the income statement for the relevant financial years and the columns headed 'Revenue return' and 'Capital return' are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income. All profits are from continuing operations. The notes on pages 66 to 83 form an integral part of the financial statements. 62 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION BALANCE SHEET | | 31 January | | 31 January | | | --- | --- | --- | --- | --- | | | | 2024 | | 2023 | | Notes | | £’000 | | £’000 | Non-current assets Investments held at fair value 9,10,17 1,296,382 1,349,075 Current assets Cash and cash equivalents 11 9,722 20,694 Prepayments and receivables 12 2,258 2,416 11,980 23,110 Current liabilities Borrowings (20,000) (65,293) Payables 13 (5,139) (6,274) Net current assets/(liabilities) (13,159) (48,457) Total assets less current liabilities 1,283,223 1,300,619 Capital and reserves Share capital 14 7,292 7,292 Capital redemption reserve 2,112 2,112 Share premium 12,936 12,936 Capital reserve 1,263,616 1,279,751 Revenue loss (2,733) (1,472) Total equity 1,283,223 1,300,619 Net Asset Value per Share (basic and diluted) 15 1909.4p 1903.3p The notes on pages 66 to 83 form an integral part of the financial statements. The financial statements on pages 62 to 83 were approved by the Board of Directors on 7 May 2024 and signed on its behalf by: Jane Tufnell Alastair Bruce Director Director ICG Enterprise Trust Plc Annual Report and Accounts 2024 63 CASH FLOW STATEMENT | | Year to | Year to | | --- | --- | --- | | | 31 January | 31 January | | | 2024 | 2023 | | Notes | £’000 | £’000 | Operating activities Sale of portfolio investments 40,611 32,143 Purchase of portfolio investments (25,162) (62,245) Cash flow to subsidiaries’ investments (116,084) (238,692) Cash flow from subsidiaries’ investments 195,300 228,530 Interest income received from portfolio investments 1,695 1,829 Dividend income received from portfolio investments 779 394 Other income received 509 46 1 Investment management charges paid (15,647) (21,218) Other expenses paid (2,596) (1,567) Net cash inflow/(outflow) from operating activities 79,405 (60,780) Financing activities Bank facility fee paid (3,970) (1,728) Interest paid (5,571) (1,963) Credit facility utilised 128,109 86,659 Credit facility repaid (174,954) (21,367) Purchase of shares into treasury (13,068) (2,016) Equity dividends paid 8 (21,694) (19,866) Net cash (outflow)/inflow from financing activities (91,148) 39,719 Net (decrease) in cash and cash equivalents (11,743) (21,061) Cash and cash equivalents at beginning of year 11 20,694 41,328 Net (decrease) in cash and cash equivalents (11,743) (21,058) Effect of changes in foreign exchange rates 771 424 Cash and cash equivalents at end of period 11 9,722 20,694 1 Includes settlement of unbilled management fees relating to the prior year in the year ended 31 January 2023 (see note 13). The notes on pages 66 to 83 form an integral part of the financial statements. ICG Enterprise Trust Plc Annual Report and Accounts 202464 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION STATEMENT OF CHANGES IN EQUITY | | | Capital | | Realised | | Unrealised | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Share | redemption | | Share | capital | | | capital | Revenue | shareholders’ | | | capital | | reserve | premium | reserve | 1 | | reserve | reserve | | equity | | £’000 | | £’000 | £’000 | £’000 | | | £’000 | £’000 | | £’000 | Period to 31 January 2024 Opening balance at 1 February 2023 7, 292 2,112 12,936 468,054 811,698 (1,473) 1,300,619 Profit for the period and total comprehensive income — — — 31,032 (12,406) (1,260) 17,366 2 Capital distribution by subsidiary — — — 8,691 (8,691) — — Dividends paid or approved — — — (21,694) — — (21,694) Purchase of shares into treasury — — — (13,068) — — (13,068) Closing balance at 31 January 2024 7,292 2,112 12,936 473,015 790,601 (2,733) 1,283,223 | | | Capital | | Realised | | Unrealised | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Share | redemption | | Share | capital | | | capital | Revenue | shareholders’ | | | capital | | reserve | premium | reserve | 1 | | reserve | reserve | | equity | | £’000 | | £’000 | £’000 | £’000 | | | £’000 | £’000 | | £’000 | Period to 31 January 2023 Opening balance at 1 February 2022 7,292 2,112 12,936 482,867 652,770 — 1,157,977 Profit for the period and total comprehensive income — — — (10,431) 176,428 (1,473) 164,524 2 Capital distribution by subsidiary — — — 17,500 (17,500) — — Dividends paid or approved — — — (19,866) — — (19,866) Purchase of shares into treasury — — — (2,016) — — (2,016) Closing balance at 31 January 23 7,292 2,112 12,936 468,054 811,698 (1,473) 1,300,619 1 Distributable reserves. 2 During the reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m (2023: £17.5) to the Company. The notes on pages 66 to 83 form an integral part of the financial statements. ICG Enterprise Trust Plc Annual Report and Accounts 2024 65 NOTES TO THE FINANCIAL STATEMENTS 1 ACCOUNTING POLICIES General information These financial statements relate to ICG Enterprise Trust Plc (‘the Company’). ICG Enterprise Trust Plc is registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers. (a) Basis of preparation The financial information for the year ended 31 January 2024 has been prepared in accordance with UK-adopted International Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in July 2022. UK-IAS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee. These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis continues to be appropriate; the directors’ assessment is further detailed in the Report of the Directors on page 46. Going concern In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial position and prospects of the Company. The Company’s business activities, together with factors likely to affect its future development, performance, position and cash flows, are set out in the Chair’s statement on page 4, and the Manager’s review on page 14. As part of this review, the Board assessed the potential impact of principal risks on the Company’s business activities, the Company’s cash position, the availability of the Company’s credit facility and compliance with its covenants, and the Company’s cash flow projections. Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall due until, at least, 31 May 2025, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate to continue to adopt the going concern basis of preparation of the Company’s financial statements. Climate change In preparing the financial statements, the directors have considered the impact of climate change, particularly in the context of the climate change risks identified in the Principal risks and uncertainties section of the Strategic Report, and the impact of climate change risk on the valuation of investments. These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were they expected to have a significant impact on the Company’s going concern or viability. Accounting policies The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows: Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair value through profit or loss should be shown in the capital column of the income statement. Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the income statement. The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with the Board’s expected long-term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated. The accounting policy regarding the allocation of expenses is set out in note 1(i). In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that: (a) it obtains funds from one or more investors for the purpose of providing investors with investment management services; (b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and (c) it measures and evaluates the performance of substantially all of its investments on a fair value basis. As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair value through profit and loss. ICG Enterprise Trust Plc Annual Report and Accounts 202466 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION (b) Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss; and at amortised cost. The classification depends on the purpose for which the financial assets were acquired. The classification of financial assets is determined at initial recognition. Financial assets at fair value through profit or loss The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets are measured at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in note 1(c). Financial assets at amortised cost Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive contractual cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method. The Company’s financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet. (c) Investments Investments comprise fund investments and portfolio company investments held by the Company directly, together with the fair value of the Company’s interest in controlled structured entities (see note 9) which themselves invest in fund investments and portfolio company investments. All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as investments held at fair value) and are measured at subsequent reporting dates at fair value. All investments are fair valued in line with IFRS 13 ‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’) valuation guidelines. Changes in the value of all investments held at fair value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from those disclosed in note 17. Unquoted investments Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as determined by the third-party investment manager of those funds. The third-party investment manager performs periodic valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to determine enterprise value in line with IPEV Guidelines. In the absence of contrary information, these net asset valuations received from the third-party investment managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee to determine the capability and track record of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value. Adjustments may be made to the net asset values provided or an alternative valuation method may be adopted if deemed to be more appropriate. The most common reason for adjustments to the value provided by an underlying manager is to take account of events occurring between the date of the manager’s valuation and the reporting date, for example, subsequent cash flows or notification of an agreed sale. Subsidiary undertakings The investments in the controlled structured entities (‘subsidiaries’) are recognised at fair value through profit and loss. The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. These arrangements are discussed further in the Report of the Directors on page 46. At 31 January 2024, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date. Associates The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does not exert control or significant influence over the activities of these companies/structured entities as they are managed by other third parties. (d) Prepayments and receivables Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will be amortised over the life of the facility on a straight-line basis. ICG Enterprise Trust Plc Annual Report and Accounts 2024 67 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 1 ACCOUNTING POLICIES CONTINUED (e) Payables Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value. (f) Cash and cash equivalents Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. (g) Dividend distributions Dividend distributions to shareholders are recognised in the period in which they are paid. (h) Income When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised on a time apportionment basis. Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established. UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax. Income distributions from funds are recognised when the right to distributions is established. (i) Expenses All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent with the SORP, with the following exceptions: • Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column. • The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Expenses are allocated 90% to the capital column and 10% to the revenue column, reflecting the Company’s current and future return profile. Other expenses are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments can be demonstrated. • All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)). (j) Taxation Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates. Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not recognised in respect of tax losses carried forward to future periods. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. (k) Foreign currency translation The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the Company operates. Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at fair value in the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within foreign exchange gains and losses in the income statement. (l) Revenue and capital reserves The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital return component of total income is taken to the capital reserve within the statement of changes in equity. Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken to the realised capital reserve (see note 1(i)). Changes in the valuations of investments which are held at the year end and unrealised exchange differences are accounted for in the unrealised capital reserve. Net gains on the realisation of investments in the controlled structured entities (see note 9) are transferred to the Company by way of profit distributions. The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation. ICG Enterprise Trust Plc Annual Report and Accounts 202468 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION (m) Treasury shares Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled. (n) Critical estimates and assumptions Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results. In preparing the financial statements, the directors have considered the impact of climate change on the key estimates within the financial statements. The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities in the next financial year relate to the valuation of unquoted investments. Unquoted investments are primarily the Company’s investments in unlisted funds, managed by third-party investment fund managers and ICG. As such there is significant estimation in the valuation of the unlisted fund at a point in time. Note 1(c) sets out the accounting policy for unquoted investments. The carrying amount of unquoted investments at the year end is disclosed within note 10. (o) Segmental reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing performance of the segments has been identified as the Board. It is considered that the Company’s operations comprise a single operating segment. 2 INVESTMENT RETURNS | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2024 | | 2023 | | | £’000 | | £’000 | Income from investments UK investment interest — — Overseas interest and dividends 2,365 2,224 2,365 2,224 Deposit interest on cash 405 1 Other 104 46 509 47 Total income 2,874 2,271 Analysis of income from investments Unquoted 2,365 2,224 2,365 2,224 3 INVESTMENT MANAGEMENT CHARGES Management fees paid to ICG for managing the Enterprise Trust amounted to 1.25% (2023: 1.34%) of the average net assets in the year. The reduction in the fee is due to the application of the cap (see page 46). From 1 February 2023 the management fee is subject to a cap of 1.25% of net asset value. No fee is charged on cash or liquid asset balances. The amounts charged during the year are set out below: Year ended 31 January 2024 Year ended 31 January 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Investment management charge 1,615 14,533 16,148 1,701 15,312 17,013 ICG Enterprise Trust Plc Annual Report and Accounts 2024 69 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 3 INVESTMENT MANAGEMENT CHARGES CONTINUED The Company and its subsidiaries also incur management fees in respect of its investment in funds managed by members of ICG on an arms-length basis. | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 31 January 2024 | | | 31 January 2023 | | | | | | £’000 | | | £’000 | ICG Strategic Equity IV 593 999 ICG Strategic Secondaries II 74 80 ICG Strategic Equity III 183 284 ICG Europe VII 257 126 ICG Europe Mid-Market 120 111 ICG Europe VIII 467 568 ICG Europe VI 41 43 ICG Recovery Fund 2008B 31 32 ICG North American Private Debt II 74 26 ICG Asia Pacific III 30 25 ICG Europe V 1 8 ICG Augusta Partners Co-Investor II 91 108 ICG Europe Mid-Market II 87 121 ICG LP Secondaries Fund I LP 55 65 ICG Strategic Equity IV 131 – 2,235 2,595 4 OTHER EXPENSES The Company did not employ any staff in the year to 31 January 2024 (2023: none). Year ended 31 January 2024 Year ended 31 January 2023 £’000 £’000 £’000 £’000 Directors’ fees (see note 5) 316 288 Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 239 156 Fees payable to the Company’s auditor and its associates for other services: – Audit of the accounts of the subsidiaries 139 135 – Audit-related assurance services 53 55 1 Total auditors’ remuneration 431 346 Administrative expenses 1,021 1,322 1,768 1,956 Bank facility costs allocated to revenue 258 235 Interest costs allocated to revenue 493 196 Expenses allocated to revenue 2,519 2,387 Bank facility costs allocated to capital 7,403 3,884 Total other expenses 9,922 6,271 1 The auditors of the Company have additionally provided £14k (2023: £14k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical Standards. The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been charged to the Manager of the Company. Included within Total other expenses above are £8.2m (2023: £4.3m) of costs related to financing and £0.1m (2023: £0.1m) of other expenses which are non-recurring and are excluded from the Ongoing Charges as detailed in the Glossary on page 87. Professional fees of £0.2m (2023: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on investments held at fair value. 5 DIRECTORS’ REMUNERATION AND INTERESTS The fees paid by the Company to the directors and the directors’ interests in the share capital of the Company are shown in the Directors’ Remuneration Report on page 48. No income was received or receivable by the directors from any other subsidiary of the Company. ICG Enterprise Trust Plc Annual Report and Accounts 202470 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 6 TAXATION In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, principally due to the Company’s status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the tax charge are shown in note 6(b) below. The UK’s main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. A blended rate of 24% is applied for the period, calculated by the number of days within the accounting period spanning the rate change (2023: 19%). | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2024 | | 2023 | | | £’000 | | £’000 | a) Analysis of charge in the year Tax credit on items allocated to revenue — (345) Tax charge on items relating to prior years — 345 Corporation tax — — b) Factors affecting tax charge for the year Profit on ordinary activities before tax 17,367 164,525 Profit before tax multiplied by rate of corporation tax in the UK of 24% (2023: 19%) 4,168 31,260 Effect of: – net investment returns not subject to corporation tax (9,735) (35,252) – dividends not subject to corporation tax (187) (75) – current year management expenses not utilised/(utilised) 5,754 4,067 Total tax charge — — The Company has £53.5m excess management expenses carried forward (2023: £29.5m). No deferred tax assets or liabilities (2023: nil) have been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated that these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating to the origination and reversal of timing differences in the year (2023: nil). 7 EARNINGS PER SHARE | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2024 | | 2023 | Revenue return per ordinary share (1.86p) (2.15p) Capital return per ordinary share 27.49p 242.34p Earnings per ordinary share (basic and diluted) 25.63p 240.19p Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(1.3)m (2023: £(1.5)m) by the weighted average number of ordinary shares outstanding during the year. Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £18.6m (2023: £166.0m) by the weighted average number of ordinary shares outstanding during the year. Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £17.4m (2023: £164.5m) by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 64,979,091 (2023: 68,496,802). There were no potentially dilutive shares, such as options or warrants, in either year. ICG Enterprise Trust Plc Annual Report and Accounts 2024 71 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 8 DIVIDENDS | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2024 | | 2023 | | | £’000 | | £’000 | Third quarterly dividend in respect of year ended 31 January 2023: 6p per share (2022: 6.0p) 4,781 4,111 Final dividend in respect of year ended 31 January 2023: 9p per share (2022: 9.0p) 6,105 6,167 First quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 7.0p) 5,415 4,796 Second quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 7.0p) 5,393 4,792 Total 21,694 19,866 The Company paid a third quarterly dividend of 8p per share in February 2024. The Board has proposed a final dividend of 9p per share (estimated cost £6.0m) in respect of the year ended 31 January 2024 which, if approved by shareholders, will be paid on 19 July 2024 to shareholders on the Register of Members at the close of business on 5 July 2024. 9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES Subsidiary undertakings (controlled structured entities) Subsidiaries of the Company as at 31 January 2024 comprise the following controlled structured entities, which are registered in England and Wales. Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries. Ownership Ownership Direct subsidiaries interest 2024 interest 2023 ICG Enterprise Trust Limited Partnership 97.5% 97.5% ICG Enterprise Trust (2) Limited Partnership 97.5% 97.5% ICG Enterprise Trust Co-investment Limited Partnership 99.0% 99.0% Ownership Ownership Indirect subsidiaries interest 2024 interest 2023 ICG Enterprise Holdings LP 99.5% 99.5% ICG Morse Partnership LP 99.5% 99.5% ICG Lewis Partnership LP 99.5% 99.5% In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value. The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives and in respect of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January 2024 a total of £54.4m (2023: £58.1m) was accrued in respect of these interests. During the year the Co-investors invested £0.7m (2023: £1.8m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co-investors amounted to £5.4m or 3.3% of £238.6m. Total Proceeds received in the year (2023: £8.2m or 3.3% of £252.0m proceeds received). See the Report of the Directors on page 46 for further details of the operation of the scheme. Unconsolidated structured entities The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12. The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically draw down the amount committed by the limited partners over a period of four to six years (see note 16). The table below disaggregates the Company’s interests in unconsolidated structured entities. The table presents for each category the related balances and the maximum exposure to loss. Co-investment | Unquoted | | incentive scheme | | Maximum loss | | | --- | --- | --- | --- | --- | --- | | investments | | | accrual | | exposure | | | £’000 | | £’000 | | £’000 | As at 31 January 2024 1,350,821 (54,439) 1,296,382 As at 31 January 2023 1,404,293 (58,098) 1,346,195 The Company also holds investments of Nil (2023: £2.9m) that are not unconsolidated structured entities. Further details of the Company’s investment Portfolio are included in the Portfolio analysis section on page 85. ICG Enterprise Trust Plc Annual Report and Accounts 202472 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## 10 INVESTMENTS The tables below analyse the movement in the carrying value of the Company's investment assets in the year. In accordance with accounting standards, subsidiary undertakings of the Company are reported at fair value rather than on a 'look-through' basis. An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has returned at least the amount invested by the Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in respect of fund investments that have not satisfied the above criteria are presented as unrealised. Direct Investments are considered to generate realised gains or losses when they are sold. Investments are held by both the Company and through its subsidiaries. | | Quoted £'000 | Unquoted £'000 | Subsidiary undertakings £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Cost at 1 February 2023 | — | 195,104 | 378,426 | 573,530 | | Unrealised appreciation at 1 February 2023 | — | 74,074 | 701,471 | 775,545 | | Valuation at 1 February 2023 | — | 269,178 | 1,079,897 | 1,349,075 | | Movements in the year: | | | | | | – Purchases | — | 25,181 | 116,988 | 142,169 | | – Sales | | | | | | – Capital proceeds | — | (40,757) | (195,300) | (236,057) | | – Realised gains/(losses) based on carrying value at previous balance sheet date | — | (1,044) | — | (1,044) | | – Movement in unrealised appreciation | — | 7,738 | 34,501 | 42,239 | | **Valuation at 31 January 2024** | **—** | **260,296** | **1,036,086** | **1,296,382** | | Cost at 31 January 2024 | — | 179,528 | 300,114 | 479,642 | | Unrealised appreciation/(depreciation) at 31 January 2024 | — | 80,768 | 735,972 | 816,740 | | **Valuation at 31 January 2024** | **—** | **260,296** | **1,036,086** | **1,296,382** | | | Quoted £'000 | Unquoted £'000 | Subsidiary undertakings £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Cost at 1 February 2022 | — | 164,996 | 368,264 | 533,260 | | Unrealised appreciation at 1 February 2022 | — | 37,013 | 553,474 | 590,487 | | Valuation at 1 February 2022 | — | 202,009 | 921,738 | 1,123,747 | | Movements in the year: | | | | | | – Purchases | — | 62,245 | 216,254 | 278,499 | | – Sales | | | | | | – Capital proceeds | — | (32,137) | (206,091) | (238,228) | | – Realised gains/(losses) based on carrying value at previous balance sheet date | — | 9,311 | — | 9,311 | | – Movement in unrealised appreciation | — | 27,750 | 147,997 | 175,747 | | **Valuation at 31 January 2022** | **—** | **269,178** | **1,079,897** | **1,349,075** | | Cost at 31 January 2023 | — | 195,104 | 378,426 | 573,531 | | Unrealised appreciation/(depreciation) at 31 January 2023 | — | 74,074 | 701,471 | 775,544 | | **Valuation at 31 January 2023** | **—** | **269,178** | **1,079,897** | **1,349,075** | Net investment movements with subsidiary undertakings were presented as 'Purchases' in prior year. The presentation has been updated with disaggregation sales and purchases of subsidiaries. ICG Enterprise Trust Plc Annual Report and Accounts 2024 73 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 10 INVESTMENTS CONTINUED | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | Realised gains/loss based on cost (1,044) 9,311 Amounts recognised as unrealised in previous years — — Realised gains based on carrying values at previous balance sheet date (1,044) 9,311 Increase in unrealised appreciation 42,239 175,747 Gains on investments 41,195 185,058 ‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out on page 73. These gains are adjusted for amounts previously reported as unrealised (and included within the fair value at the previous balance sheet date) to determine the ‘Realised gains based on carrying values at previous balance sheet date’. Gains on investments includes the ‘Realised gains based on carrying values at previous balance sheet date’ together with the net fair value movement on the balance of the investee funds. Related undertakings At 31 January 2024, the Company held direct and indirect interests in six limited partnership subsidiaries. These interests, net of the incentive accrual as described in note 9, were: | | 31 January | | 31 January | | | --- | --- | --- | --- | --- | | | | 2024 | | 2023 | | Investment | | % | | % | ICG Enterprise Trust Limited Partnership 99.9% 99.9% ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5% ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0% ICG Enterprise Holdings LP 99.5% 99.5% ICG Morse Partnership LP 99.5% 99.5% ICG Lewis Partnership LP 99.5% 99.5% The registered address and principal place of business of the subsidiary partnerships is Procession House, 55 Ludgate Hill, London EC4M 7JW. In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These investments are not considered subsidiaries or associates as the Company does not exert control or have significant influence over the activities of these companies/partnerships. 31 January 2024 Investment Instrument % interest 1 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% 2 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% ICG Velocity Limited partnership interests 32.5% 31 January 2023 Investment Instrument % interest 1 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% 2 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% 3 ICG LP Secondaries Fund Limited partnership interests 33.0% 1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the proportion of total shares in issue. 2 Address of principal place of business is 7 Air Street, Soho, London W1B 5AD. 3 Address of principal place of business is Procession House, 55 Ludgate Hill, London, EC4M 7JW. ICG Enterprise Trust Plc Annual Report and Accounts 202474 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 11 CASH AND CASH EQUIVALENTS | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | Cash at bank and in hand 9,722 20,694 12 PREPAYMENTS AND RECEIVABLES | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | Prepayments and accrued income 2,258 2,416 As at 31 January 2024, prepayments and accrued income included £2.1m (2023: £2.3m) of unamortised costs in relation to the bank facility. Of this amount £0.8m (2023: £0.5m) is expected to be amortised in less than one year. 13 PAYABLES – CURRENT | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | Accruals 5,139 6,274 Credit facility drawn 20,000 65,293 25,139 71,567 Bank facility details are shown in the liquidity section of note 17 on page 79. 14 SHARE CAPITAL Authorised Issued and fully paid Nominal Nominal Equity share capital Number £’000 Number £’000 Balance at 31 January 2024 120,000,000 12,000 72,913,000 7,292 Balance at 31 January 2023 120,000,000 12,000 72,913,000 7,292 All ordinary shares have a nominal value of 10.0p. At 31 January 2024 and 31 January 2023, 72,913,000 shares had been allocated, called up and fully paid. During the year 1,130,708 shares were bought back in the market and held in treasury (2023: 181,480 shares). At 31 January 2024, the Company held 5,708,133 shares in treasury (2023: 4,577,425) and had 67,204,867 (2023: 68,335,575) shares outstanding, all of which have equal voting rights. 31 January 31 January 2024 2023 Shares held in treasury 5,708,133 4,577,425 Shares not held in treasury 67,204,867 68,335,575 72,913,000 72,913,000 15 NET ASSET VALUE PER SHARE The net asset value per share is calculated on equity attributable to equity holders of £1,283.2m (2023: £1,300.6m) and on 67,204,867 (2023: 68,335,575) ordinary shares in issue at the year end. There were no potentially dilutive shares, such as options or warrants, at either year end. Calculated on both the basic and diluted basis the net asset value per share was 1,909.4p (2023: 1,903.3p). ICG Enterprise Trust Plc Annual Report and Accounts 2024 75 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 16 CAPITAL COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments: | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | ICG LP Secondaries Fund I LP 34,811 27,443 1 ICG Europe VIII 25,901 28,551 1 ICG Europe Mid-Market Fund II 21,316 — 2 ICG Strategic Equity V 19,704 — 2 ICG Augusta Partners Co-Investor 17,365 18,895 2 ICG Strategic Secondaries Fund II 16,547 17,041 1 ICG Ludgate Hill (Feeder B) SCSp 13,860 14,393 2 ICG Strategic Equity Fund III 10,942 11,269 2 ICG Strategic Equity IV 10,385 15,943 1 ICG Europe VII 6,541 6,765 1 ICG Europe Mid-Market Fund 5,476 8,536 2 ICG Ludgate Hill (Feeder) II Boston SCSp 5,267 8,077 2 I ICG Ludgate Hill (Feeder) IIIA Porsche SCSp 4,652 1,467 1 ICG Europe VI 4,311 4,459 2 ICG Asia Pacific Fund III 2,634 3,159 1 ICG Colombe Co-investment 2,378 1,750 2 ICG North American Private Debt Fund II 1,682 3,232 2 ICG Dallas Co-Investment 1,280 1,400 Commitments of less than £1,000,000 at 31 January 2024 5,991 7,178 Total ICG 211,043 179,558 Graphite Capital Partners IX 4,525 5,805 2 Graphite Capital Partners VIII 2,194 2,194 1, 2 Graphite Capital Partners VII 456 907 Total Graphite funds 7,175 8,906 1 Includes interest acquired through a secondary fund purchase. 2 Includes the associated Top Up funds. | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | PAI Europe VIII 20,900 22,045 New Mountain VII 15,763 — Green Equity Investors Side IX 15,611 16,234 Bowmark VII 15,000 — Cinven VII 12,789 — CVC IX A 12,789 — CDR XII 11,822 12,175 The Resolute Fund VI 11,822 — Bain VI 11,319 13,227 Advent International X 10,849 16,313 Resolute II Continuation (SEC 1) 9,893 — Permira VIII 9,356 13,227 Gridiron V 9,008 13,881 Bregal Unternehmerkapital IV-A 8,526 — Apax XI EUR 8,383 — Hellman Friedman XI (Parallel) 7,881 — Genstar Capital Partners XI (EU) 7,850 — Thomas H Lee Equity Fund IX 6,762 11,266 ICG Enterprise Trust Plc Annual Report and Accounts 202476 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2024 | | 2023 | | | £’000 | | £’000 | Audax Private Equity VII-B 5,830 — Integrum I 5,715 8,117 PAI Mid-Market Fund 4,963 5,811 BC XI 4,900 8,050 Investindustrial VII 4,219 5,021 Gridiron Capital Fund III 4,080 4,401 Leeds VII 3,581 4,770 Charlesbank X 3,543 4,711 Hg Genesis X 3,469 4,371 CVC European Equity Partners VIII 3,402 5,589 FSN VI 2,946 4,236 Seventh Cinven Fund 2,929 6,421 Ivanti 2,910 2,997 PAI VII 2,872 4,501 Bain XIII 2,739 5,743 Hg Saturn III 2,714 4,028 Thoma Bravo XV 2,648 4,109 GHO Capital III 2,617 3,722 New Mountain VI 2,276 4,517 Bain Tech Opportunities II 2,276 3,409 Carlyle Europe Partners V 2,243 4,351 Hellman Friedman X 2,194 2,275 GI Partners VI 2,168 4,119 Bregal Unternehmerkapital III 2,113 3,360 Ambassador Theatre Group 2,049 2,196 Thomas H Lee Equity Fund VIII 2,011 2,398 Tailwind III 1,517 2,471 European Camping Group II 1,474 4,409 Apax X 1,442 2,351 Bowmark Capital Partners VI 1,357 4,279 Resolute V 855 2,307 AEA VII 464 3,010 CDR XI — 3,151 Gryphon V — 2,564 Commitments of less than £2,000,000 at 31 January 2024 36,908 52,130 Total third party 333,747 308,262 Total commitments 551,965 496,726 The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and its subsidiaries are irrevocable. As at 31 January 2024, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £98.1m (2023: £55.0m). The Company did not have any contingent liabilities at 31 January 2024 (2023: None). The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio of £453.9m (2023: £441.7m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9). ICG Enterprise Trust Plc Annual Report and Accounts 2024 77 NOTES TO THE FINANCIAL STATEMENTS CONTINUED ## 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010 ('Section 1158'). The Company's objective is to provide long-term growth by investing in private companies managed by leading private equity managers. Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with an anticipated holding period of between three and five years. ### Financial risk management The Company's activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Board has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. The Audit Committee regularly reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company's management functions are delegated to the Manager which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment of these arrangements, with reference to the Company's risk matrix. The Company's financial risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are set out below: ### Market risk #### (i) Currency risk The Company's investments are principally in continental Europe, the US and the UK, and are primarily denominated in euro, US dollars and sterling. There are also smaller amounts in other European currencies. The Company's investments in controlled structured entities are reported in sterling. The Company is exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy or sell currency or put in place currency hedging arrangements. No hedging arrangements were in place during the financial year. The composition of the net assets of the Company by reporting currency at the year end is set out below: | | Sterling £'000 | Euro £'000 | USD £'000 | Other £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | | 31 January 2024 | | | | | | | Investments | 1,068,115 | 81,164 | 146,881 | 222 | 1,296,382 | | Cash and cash equivalents and other net current assets | (21,552) | 4,504 | 3,878 | 11 | (13,159) | | | 1,046,563 | 85,668 | 150,759 | 233 | 1,283,223 | | 31 January 2023 | | | | | | | Investments | 1,112,572 | 89,120 | 147,165 | 218 | 1,349,075 | | Cash and cash equivalents and other net current assets | (65,250) | 14,817 | 1,721 | 255 | (48,457) | | | 1,047,323 | 103,937 | 148,886 | 473 | 1,300,619 | The effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £74m and a rise of £56.1m in the value of shareholders' equity and on profit after tax at 31 January 2024 respectively (2023: a fall of £28.6m and a rise of £106.0m based on 25% increase or decrease). The effect of a 25% increase or decrease in the sterling value of the US dollar would be a fall of £141.9m and a rise of £124.4m in the value of shareholders' equity and on profit after tax at 31 January 2024 respectively (2023: a fall of £113.7m and a rise of £191.0m based on 25% movement). These sensitivity figures are based on the currency of the location of the underlying portfolio companies' headquarters. The percentages applied are based on market volatility in exchange rates observed in prior periods. #### (ii) Interest rate risk The Company's assets primarily comprise non-interest bearing investments in funds and non-interest bearing investments in portfolio companies. The fair values of these investments are not significantly directly affected by changes in interest rates. The Company's net debt balance is exposed to interest rate risk; the financial impact of this risk is currently immaterial. The Company is indirectly exposed to interest rate risk through the impact of interest rates on the performance of investments in funds and portfolio companies as a result of interest rate changes impacting the underlying manager valuation. This performance impact as a result of interest rate risk is recognised through the valuation of those investments, which will be affected by the impact of any change in interest rates on the financial performance of the underlying portfolio companies and also on any valuation of those investments for sale. The Company is not able to quantify how a change in interest rates would impact valuations. 78 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **(iii) Price risk** The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company's objective, which is to provide long-term capital growth through investment in unquoted companies. The investment Portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company's objective. The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment Portfolio. The percentages applied are reasonable based on the Manager's view of the potential for volatility in the Portfolio valuations under stressed conditions. | | 31 January 2024 | | 31 January 2023 | | | --- | --- | --- | --- | --- | | | Increase in variable £'000 | Decrease in variable £'000 | Increase in variable £'000 | Decrease in variable £'000 | | **30% (2023: 30%) movement in the price of investments** | | | | | | Impact on profit after tax | 374,044 | (320,217) | 388,422 | (394,350) | A reasonably possible percentage change in relation to the earnings estimates or Enterprise Value/EBITDA multiples used by the underlying managers to value the private equity fund investments and co-investments may result in a significant change in fair value of unquoted investments. # **Investment and credit risk** # **(i) Investment risk** Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates, thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are, by their nature, subject to potential investment losses. The investment Portfolio is highly diversified in order to mitigate this risk. # **(ii) Credit risk** The Company's exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority of its liquid portfolio in assets which have low credit risk. The Company's policy is to limit exposure to any one investment to 15% of gross assets. This is regularly monitored by the Manager as a part of its cash management process. Cash is held on deposit with Royal Bank of Scotland ('RBS') and totalled £9.7m (2023: £20.7m). RBS currently has a credit rating of A1 from Moody's. This represented the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company's cash deposits or money market fund balances were past due or impaired at 31 January 2024 (2023: nil) and as a result of this, no ECL provision has been recorded. # **Liquidity risk** The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted companies. These commitments are in excess of the Company's total liquidity, therefore resulting in an overcommitment. When determining the appropriate level of overcommitment, the Board considers the rate at which commitments might be drawn down, typically over four to six years, versus the rate at which existing investments are sold and cash realised. The Company has an established liquidity management policy, which involves active monitoring and assessment of the Company's liquidity position and its overcommitment risk. This is regularly reviewed by the Board and incorporated into the Board's assessment of the viability of the Company, as detailed on page 37 of the Strategic Report. This process incorporates balance sheet and cash flow projections, including scenarios with varying levels of Portfolio gains and losses, fund drawdowns and realisations, availability of the credit facility, exchange rates, and possible remedial action that the Company could undertake if required in the event of significant Portfolio declines. At the year end, the Company had cash and cash equivalents totalling £9.7m and had access to committed bank facilities of £240m maturing in May 2027, which is a multi-currency revolving credit facility provided by SMBC and Lloyds. The key terms of the facility are: - Upfront cost: 120bps. - Non-utilisation fees: 115bps per annum. - Margin on drawn amounts: 300bps per annum. As at 31 January 2024 the Company's total financial liabilities amounted to £25.1m (2023: £71.6m) of payables which were due in less than one year, which includes accrued balances payable in respect of the credit facility above. # **Movement in financial liabilities arising from financing activities** The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year. | | 2024 £'000 | 2023 £'000 | | --- | --- | --- | | At 1 February | 67,700 | — | | Proceeds from borrowings | 128,109 | 86,659 | | Repayment of long term borrowings | (174,954) | (21,367) | | Bank facility fee movement | 1,206 | 2,408 | | At 31 January | 22,061 | 67,700 | ICG Enterprise Trust Plc Annual Report and Accounts 2024 79 NOTES TO THE FINANCIAL STATEMENTS CONTINUED # 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED # Capital risk management The Company's capital is represented by its net assets, which are managed to achieve the Company's investment objective. As at the year end, the Company had net debt of £10.3m (2023: £44.6m). The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy back shares and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively. Total equity at 31 January 2024, the composition of which is shown on the balance sheet, was £1,283.2m (2023: £1,300.6m). # Fair values estimation IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The valuation techniques applied to level 3 assets are described in note 1(c) of the financial statements. No investments were categorised as level 1 or level 2. The Company's policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they are deemed to occur. The sensitivity of the Company's investments to a change in value is discussed on page 79. The following table presents the assets that are measured at fair value at 31 January 2024 and 31 January 2023: | 31 January 2024 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | **Investments held at fair value** | | | | | | Unquoted investments – indirect | – | – | 136,473 | 136,473 | | Unquoted investments – direct | – | – | 123,823 | 123,823 | | Quoted investments – direct | – | – | – | – | | Subsidiary undertakings | – | – | 1,036,086 | 1,036,086 | | **Total investments held at fair value** | – | – | 1,296,382 | 1,296,382 | | **31 January 2023** | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Investments held at fair value | | | | | | Unquoted investments – indirect | – | – | 158,896 | 158,896 | | Unquoted investments – direct | – | – | 110,282 | 110,282 | | Quoted investments – direct | – | – | – | – | | Subsidiary undertakings | – | – | 1,079,897 | 1,079,897 | | **Total investments held at fair value** | – | – | 1,349,075 | 1,349,075 | All unquoted and quoted investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at 31 January 2024 (2023: nil); quoted investments held by subsidiary undertakings are reported within Level 3. Investments in level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring after the date of the manager's valuation, such as realisations or liquidity adjustments. 80 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The following tables present the changes in level 3 instruments for the year to 31 January 2024 and 31 January 2023. | | Unquoted investments | | Unquoted investments | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | (indirect) at fair value | | (direct) at fair value | | Subsidiary | | | | | through profit or loss | | through profit or loss | | undertakings | | Total | | 31 January 2024 | | £’000 | | £’000 | | £’000 | £’000 | Opening balances 158,896 110,282 1,079,897 1,349,075 Additions 14,933 10,248 116,988 142,169 Disposals (37,167) (3,590) (195,300) (236,057) Gains and losses recognised in profit or loss (189) 6,883 34,501 41,195 Closing balance 136,473 123,823 1,036,086 1,296,382 | | Unquoted investments | | Unquoted investments | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | (indirect) at fair value | | (direct) at fair value | | Subsidiary | | | | | through profit or loss | | through profit or loss | | undertakings | | Total | | 31 January 2023 | | £’000 | | £’000 | | £’000 | £’000 | Opening balances 123,319 78,689 921,738 1,123,747 Additions 28,094 34,151 238,692 300,937 Disposals (27,475) (4,661) (228,530) (260,667) Gains and losses recognised in profit or loss 34,958 2,103 147,997 185,058 Closing balance 158,896 110,282 1,079,897 1,349,075 18 RELATED PARTY TRANSACTIONS Significant transactions between the Company and its subsidiaries are shown below: | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 January | | 31 January | | | | | 2024 | | 2023 | | Subsidiary Nature of transaction | | £’000 | | £’000 | ICG Enterprise Trust Limited Partnership Increase in amounts owed to subsidiaries — — (Decrease) in amounts owed by subsidiaries (102) (17,470) Income allocated — 10 ICG Enterprise Trust (2) Limited Partnership Increase in amounts owed to subsidiaries 11,420 5,776 (Decrease) in amounts owed by subsidiaries — — Income allocated 151 403 ICG Enterprise Trust Co-investment LP Increase in amounts owed by subsidiaries (10,416) 43,949 Income allocated 6,681 2,605 ICG Enterprise Holdings LP Increase in amounts owed to subsidiaries — 22,904 Income allocated 6,819 6,603 ICG Morse Partnership LP Increase in amounts owed by subsidiaries (14,513) 5,107 Decrease in amounts owed to subsidiaries — — Income allocated — — ICG Lewis Partnership LP Increase in amounts owed by subsidiaries 1,820 — Increase in amounts owed by subsidiaries — 2,344 Income allocated — — ICG Enterprise Trust Plc Annual Report and Accounts 2024 81 ## NOTES TO THE FINANCIAL STATEMENTS CONTINUED ### 18 RELATED PARTY TRANSACTIONS CONTINUED For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on page 40. Details of remuneration are disclosed below and in further detail in the Directors' Remuneration Report on page 48. | Remuneration in the year (audited) | Fees | | Expenses | | Total | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 €'000 | 2023 €'000 | 2024 €'000 | 2023 €'000 | 2024 €'000 | 2023 €'000 | | Jane Tufnell | 71 | 67 | — | — | 71 | 67 | | Alastair Bruce | 58 | 54 | — | — | 58 | 54 | | Gerhard Fusenig | 46 | 44 | 3 | 4 | 49 | 48 | | Adiba Ighodaro | 46 | 26 | — | — | 46 | 26 | | Janine Nicholls | 46 | 26 | — | — | 46 | 26 | | Sandra Pajarola | — | 19 | — | 4 | — | 23 | | David Warnock | 46 | 44 | — | — | 46 | 44 | | Total | 313 | 280 | 3 | 8 | 316 | 288 | Amounts owed by/to subsidiaries represent the Company's loan account balances with those entities, to which the Company's share of drawdowns and distributions in respect of those entities are credited and debited respectively. | Subsidiary | Amounts owed by subsidiaries | | Amounts owed to subsidiaries | | | --- | --- | --- | --- | --- | | | 31 January 2024 €'000 | 31 January 2023 €'000 | 31 January 2024 €'000 | 31 January 2023 €'000 | | ICG Enterprise Trust Limited Partnership | — | — | 8,197 | 8,299 | | ICG Enterprise Trust (2) Limited Partnership | — | — | 34,328 | 22,908 | | ICG Enterprise Trust Co-Investment LP | 240,326 | 250,742 | — | — | | ICG Enterprise Holdings LP | — | — | — | 45,725 | | ICG Morse Partnership LP | — | 14,513 | — | — | | ICG Lewis Partnership LP | 7,881 | 6,062 | — | — | 82 ICG Enterprise Trust Plc Annual Report and Accounts 2024 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are: Year ended 31 January 2024 Year ended 31 January 2023 | | Remaining | | Fair value | | Remaining | | Fair value | | --- | --- | --- | --- | --- | --- | --- | --- | | | commitment | | investment | | commitment | | investment | | Fund/Co-investment | | £’000 | | £’000 | | £’000 | £’000 | ICG Strategic Equity Fund III 10,942 39,374 11,269 35,610 ICG Europe VII 6,541 35,021 6,765 33,425 ICG MXV Co-Investment 217 31,658 225 27,547 ICG Strategic Equity IV 10,385 28,029 15,943 22,133 ICG Ludgate Hill (Feeder B) SCSp 13,860 24,366 14,393 34,428 ICG LP Secondaries Fund I LP 34,811 21,980 27,443 30,817 ICG Ludgate Hill (Feeder) III A Porsche SCSp 4,652 21,104 1,467 23,376 ICG Newton Co-Investment 393 17,909 393 14,175 ICG Augusta Partners Co-Investor 17,365 15,533 18,895 15,419 ICG Match Co-Investment 129 15,403 132 18,608 ICG Progress Co-Investment 577 15,156 594 11,721 ICG Ludgate Hill (Feeder) II Boston SCSp 5,267 14,721 8,077 11,227 ICG Vanadium Co-Investment 251 14,209 259 12,968 Ambassador Theatre Group — 14,177 — — ICG Europe Mid-Market Fund 5,476 13,819 8,536 11,888 ICG Colombe Co-investment 1,678 12,221 1,750 12,922 ICG Cheetah Co-Investment 669 11,570 714 9,990 ICG Europe VIII 25,901 10,746 28,551 7,227 ICG Strategic Secondaries Fund II 16,547 10,052 17,041 10,913 CX VIII Co-Investment 171 8,996 176 8,642 ICG Asia Pacific Fund III 2,634 8,436 3,159 8,454 ICG Dallas Co-Investment 1,280 8,245 1,400 8,583 ICG Trio Co-Investment 37 7,988 38 7,016 ICG Europe VI 4,311 5,719 4,459 6,030 ICG Cross Border 178 5,555 223 3,941 ICG North American Private Debt Fund II 1,682 5,467 3,232 5,053 ICG Sunrise Co-Investment 76 5,402 90 5,425 ICG Crown Co-Investment 122 4,817 176 3,882 ICG Recovery Fund 2008 B 862 4,545 892 4,500 ICG Holiday Co-Investor I 285 2,655 296 2,040 ICG Holiday Co-Investor II 197 1,966 205 1,517 ICG Strategic Equity IV 19,704 895 — — ICG Europe V 555 808 730 603 ICG Diocle Co-Investment 148 98 153 109 ICG European Fund 2006 B1 489 28 506 49 ICG Velocity Partners Co-Investor 635 — 654 99 ICG EOS Loan Fund I Ltd — — — 6 ICG Topvita Co-Investment 700 — 724 3 ICG Europe Mid-Market II 21,316 (263) — — Total 211,043 438,410 179,560 410,346 At the balance sheet date the Company has fully funded its share of capital calls due to ICG-managed funds in which it is invested. 19 POST BALANCE SHEET EVENTS There have been no material events since the balance sheet date. ICG Enterprise Trust Plc Annual Report and Accounts 2024 83 30 LARGEST FUND INVESTMENTS (UNAUDITED) The table below presents the 30 largest fund investments by value at 31 January 2024. The valuations are net of underlying managers’ fees and carried interest. | | | | | | Outstanding | | | | | | | Outstanding | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Year of | Value | commitment | | | | | Year of | Value | commitment | | | | Fund | commitment | | £m | | £m | | Fund | commitment | | £m | | £m | | 1 ICG Strategic Equities Fund III | | | | | | | 17 Advent Global Private Equity IX | | | | | | | | | GP-led secondary transactions 2018 39.4 10.9 | | | | | | | Large buyouts 2019 16.9 0.8 | | | | | | | 2 ICG Europe VII | | | | | | | 18 AEA VII | | | | | | | | | Mezzanine and equity | | | | | | | Mid-market buyouts 2019 16.5 0.5 | | | | | | in mid-market buyouts 2018 35.0 6.5 19 Graphite Capital Partners IX 1 3 PAI Strategic Partnerships Mid-market buyouts 2018 15.9 4.5 Mid-market and large buyouts 2019 30.6 0.3 20 New Mountain Partners V 4 Gridiron Capital Fund III Mid-market buyouts 2017 15.9 1.2 Mid-market buyouts 2016 28.9 4.1 21 Resolute V 5 CVC European Equity Mid-market buy-outs 2021 15.8 0.9 Partners VII Large buyouts 2017 28.4 1.1 1 22 ICG Augusta Partners Co-Investor | 6 ICG Strategic Equities Fund IV | | | | Secondary fund restructurings 2018 15.5 17.4 | | --- | --- | --- | --- | --- | | | GP-led secondary transactions 2021 28.0 10.4 | | 23 BC European Capital X | | | | | 2 | | Large buyouts 2016 14.9 1.4 | 7 Graphite Capital Partners VIII Mid-market buyouts 2013 27.4 2.2 24 ICG Ludgate Hill (Feeder) II Boston SCSp 8 Gridiron Capital Fund IV Secondary portfolio 2022 14.7 5.3 Mid-market buyouts 2019 25.2 0.7 25 ICG Europe Mid-Market Fund | 9 PAI Europe VII | | | Mezzanine and equity in | | | --- | --- | --- | --- | --- | | | Mid-market and large buyouts 2017 24.6 2.9 | | mid-market buyouts 2019 13.8 5.5 | | | 10 ICG Ludgate Hill (Feeder B) SCSp | | 26 Permira VII | | | | | Secondary portfolio 2021 24.4 13.9 | | Large buyouts 2019 13.7 1.5 | | | 11 ICG LP Secondaries Fund I LP | | 27 Investindustrial VII | | | | | LP-led secondary transactions 2022 22.0 34.8 | | Mid-market buyouts 2019 13.2 4.2 | | | 12 Resolute IV | | | | 1 | 28 Permira V Mid-market buyouts 2018 21.6 1.0 Large buyouts 2013 12.8 0.4 13 ICG Ludgate Hill III 29 Tailwind Capital Partners III Secondary portfolio 2022 21.1 4.7 Mid-market buyouts 2018 11.9 1.5 14 Oak Hill V 30 Bowmark Capital Partners VI Mid-market buyouts 2019 17.7 0.9 Mid-market buyouts 2018 11.6 1.4 15 Sixth Cinven Fund Total of the largest | | Large buyouts 2016 17.2 1.6 | 30 fund investments 611.8 145.2 | | --- | --- | --- | | 16 Seventh Cinven | | Percentage of total | | | Large buyouts 2019 17.2 2.9 | investment Portfolio 45.3% | 1 All or part of interest acquired through a secondary sale. 2 Includes the associated Top Up funds. ICG Enterprise Trust Plc Annual Report and Accounts 202484 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## PORTFOLIO ANALYSIS (UNAUDITED) The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2024. The valuations are gross of underlying managers' fees and carried interest. | Company | Manager | Year of investment | Country | Value as a % of Portfolio | | --- | --- | --- | --- | --- | | 1 Minimax Supplier of fire protection systems and services | ICG | 2018 | Germany | 3.4% | | 2 Froneri Manufacturer and distributor of ice cream products | PAI | 2013/2019 | United Kingdom | 2.4% | | 3 Leaf Home Solutions Provider of home maintenance services | Gridiron | 2016 | United States | 1.8% | | 4 European Camping Group Operator of premium campsites and holiday parks | PAI | 2021/2023 | France | 1.6% | | 5 Newton Provider of management consulting services | ICG | 2021/2022 | United Kingdom | 1.5% | | 6 Yudo Designer and manufacturer of hot runner systems | ICG | 2017/2018 | South Korea | 1.5% | | 7 PSB Academy Provider of private tertiary education | ICG | 2018 | Singapore | 1.4% | | 8 Chewy Retailer of pet products and services | BC Partners | 2014/2015 | United States | 1.4% | | 9 Circana Provider of mission-critical data and predictive analytics to consumer goods manufacturers | New Mountain | 2022 | United States | 1.4% | | 10 Curium Pharma Supplier of nuclear medicine diagnostic pharmaceuticals | ICG | 2020 | United Kingdom | 1.3% | | 11 Precisely Provider of enterprise software | Clearlake/ICG | 2021/2022 | United States | 1.3% | | 12 Visma Provider of business management software and outsourcing services | HgCapital/ICG | 2017/2020 | Norway | 1.3% | | 13 Ambassador Theatre Group Operator of theatres and ticketing platforms | ICG | 2021 | United Kingdom | 1.3% | | 14 Crucial Learning Provider of corporate training courses focused on communication skills and leadership development | Leeds Equity | 2019 | United States | 1.3% | | 15 Domus Operator of retirement homes | ICG | 2017/2021 | France | 1.2% | | 16 Davies Group Provider of speciality business process outsourcing services | BC Partners | 2021 | United Kingdom | 1.1% | | 17 Ivanti Provider of IT management solutions | Charlesbank/ICG | 2021 | United States | 1.1% | | 18 David Lloyd Leisure Operator of premium health clubs | TDR | 2013/2020 | United Kingdom | 1.1% | | 19 AML RightSource Provider of compliance and regulatory services and solutions | Gridiron | 2020 | United States | 1.1% | | 20 Class Valuation Provider of residential mortgage appraisal management services | Gridiron | 2021 | United States | 1.1% | | 21 Planet Payment Provider of integrated payments services focused on hospitality and luxury retail | Advent/Eurazeo/ICG | 2021 | Ireland | 1.1% | | 22 ECA Group Provider of autonomous systems for the aerospace and maritime sectors | ICG | 2022 | France | 1.1% | | 23 Vintage Provider of CEO leadership and coaching for small and mid-size businesses in the US | Gridiron/ICG | 2022 | United States | 1.0% | | 24 VettaFi Provider of master limited partnerships ('MLP') indices | ICG | 2018 | United States | 1.0% | | 25 DigiCert Provider of enterprise security solutions | ICG | 2021 | United States | 1.0% | | 26 KronosNet Provider of tech-enabled customer engagement and business solutions | ICG | 2022 | Spain | 0.9% | | 27 Brooks Automation Provider of semiconductor manufacturing solutions | THL | 2021/2022 | United States | 0.9% | | 28 Ping Identity Provider of intelligent access management solutions | Thoma Bravo | 2022/2023 | United States | 0.7% | | 29 AMEOS Group Operator of private hospitals | ICG | 2021 | Switzerland | 0.7% | | 30 Archer Technologies Developer of governance, risk and compliance software intended for risk management | Cinven | 2023 | United States | 0.7% | | **Total of the 30 largest underlying investments** | | | | **38.6%** | ICG Enterprise Trust Plc Annual Report and Accounts 2024 85 PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions). PORTFOLIO COMPOSITION | | | % of value | | % of value | | --- | --- | --- | --- | --- | | | of underlying | | of underlying | | | Portfolio by calendar year | | investments | | investments | | of investment | 31 January 2024 | | 31 January 2023 | | 2023 6.9% – 2022 18.7% 19.6% 2021 27.9% 25.1% 2020 11.4% 10.3% 2019 12.4% 12.0% 2018 10.5% 12.0% 2017 4.2% 6.7% 2016 and older 8.0% 14.3% Total 100.0% 100.0% | | | % of value | | % of value | | --- | --- | --- | --- | --- | | | of underlying | | of underlying | | | | | investments | | investments | | Portfolio by sector | 31 January 2024 | | 31 January 2023 | | TMT 25.3% 22.5% Consumer goods and services 17.5% 20.9% Healthcare 11.3% 13.3% Business services 13.1% 12.6% Industrials 7.9% 8.4% Education 5.7% 7.0% Financials 7.4% 5.0% Leisure 7. 3% 3.9% Other 4.5% 6.4% Total 100.0% 100.0% | | | 31 January | | 31 January | | 31 January | | 31 January | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2024 | | 2024 | | 2023 | | 2023 | | Portfolio by fund currency | 1 | | £m | | % | | £m | | % | US dollar 674 49.9% 690 43.4% Euro 555 41.2% 603 47.6% Sterling 120 8.9% 113 9.0% Total 1,349 100.0% 1,406 100.0% 1 Currency exposure by reference to the reporting currency of each fund. ICG Enterprise Trust Plc Annual Report and Accounts 202486 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION GLOSSARY (UNAUDITED) Alternative Performance Measures (‘APMs’) are a term defined by Enterprise Value (‘EV’) Enterprise Value is the aggregate value the European Securities and Markets Authority as ‘financial measures of of a company’s entire issued share capital and Net Debt. historical or future performance, financial position, or cash flows, other Exclusion List The Exclusion List defines the business activities than a financial measure defined or specified in the applicable financial which are excluded from investment. reporting framework’. FTSE All-Share Index Total Return The change in the level of the APMs are used in this report if considered by the Board and the FTSE All-Share Index, assuming that dividends are re-invested on Manager to be the most relevant basis for shareholders in assessing the day that they are paid. the overall performance of the Company and for comparing the performance of the Company to its peers, taking into account Full Exits Full Exits are exit events (e.g., trade sale, sale by public industry practice. offering, or sale to a financial buyer) following which the residual exposure to an underlying company is zero or immaterial; this does Definitions and reconciliations to IFRS measures are provided in the not include Fund Disposals. See ‘Fund Disposals’. main body of the report or in this Glossary, where appropriate. Fund Disposals Fund Disposals are where the Company receives Carried Interest is equivalent to a performance fee. This represents sales proceeds from the full or partial sale of a fund position within a share of the profits that will accrue to the underlying private equity the secondary market. managers, after achievement of an agreed Preferred Return. General Partner (‘GP’) The General Partner is the entity managing Cash drag is the negative impact on performance arising as a result a private equity fund. This is commonly referred to as the manager. of the allocation of a portion of the entity’s assets to cash. Hedging Hedging is an investment technique designed to offset a Co-investment is a Direct Investment in a company alongside a potential loss on one investment by purchasing a second investment private equity fund. that is expected to perform in the opposite way. Co-investment Incentive Scheme Accrual represents the estimated Initial Public Offering (‘IPO’) An Initial Public Offering is an offering value of interests in the Co-investment Incentive Scheme operated by a company of its share capital to the public with a view to seeking by the subsidiary partnerships of the Company. an admission of its shares to a recognised stock exchange. Commitment represents the amount of capital that each investor Internal Rate of Return (‘IRR’) Internal Rate of Return is a measure agrees to contribute to a fund or a specific investment. of the rate of return received by an investor in a fund. It is calculated Compound Annual Growth Rate (‘CAGR’) is the rate of return that from cash drawn from and returned to the investor, together with the would be required for an investment to grow from its beginning residual value of the investment. balance to its ending balance, assuming the profits were reinvested Investment Period Investment Period is the period in which funds at the end of each period of the investment’s life span. are able to make new investments under the terms of their fund Deployment please see ‘Total new investment’. agreements, typically up to five years after the initial Commitment. Direct Investment is an investment in a portfolio company held Last Twelve Months (‘LTM’) Last Twelve Months refers to the directly, not through a private equity fund. Direct Investments are timeframe of the immediately preceding 12 months in reference to typically co-investments with a private equity fund. financial metrics used to evaluate the Company’s performance. Discount arises when the Company’s shares trade at a price below Limited Partner (‘LP’) The Limited Partner is an institution or the Company’s NAV per Share. In this circumstance, the price that an individual who commits capital to a private equity fund established investor pays or receives for a share would be less than the value as a Limited Partnership. These funds are generally protected from attributable to it by reference to the underlying assets. The Discount legal actions and any losses beyond the original investment. is the difference between the share price and the NAV, expressed as Limited Partnership A Limited Partnership includes one or more a percentage of the NAV. For example, if the NAV was 100p and the General Partners, who have responsibility for managing the business share price was 90p, the Discount would be 10%. of the partnership and have unlimited liability, and one or more Drawdowns are amounts invested by the Company when called Limited Partners, who do not participate in the operation of the by underlying managers in respect of an existing Commitment. partnership and whose liability is ordinarily capped at their capital and loan contribution to the partnership. In typical fund structures, EBITDA stands for earnings before interest, tax, depreciation and the General Partner receives a priority share ahead of distributions amortisation, which is a widely used performance measure in the to Limited Partners. private equity industry. Net Asset Value per Share (‘NAV per Share’) Net Asset Value per Enlarged Perimeter as well as performance metrics for our Top 30 Share is the value of the Company’s net assets attributable to one companies, we include data for our ‘Enlarged Perimeter’, which ordinary share. It is calculated by dividing ‘shareholders’ funds’ by represents the aggregate value of the Top 30 Companies and as the total number of ordinary shares in issue. Shareholders’ funds many of the managers from within the Top 30 funds as practicable. are calculated by deducting current and long-term liabilities, and any provision for liabilities and charges, from the Company’s total assets. Total Return Total Return is the change in the Company’s Net Asset Value per Share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid. ICG Enterprise Trust Plc Annual Report and Accounts 2024 87 GLOSSARY (UNAUDITED) CONTINUED Net Debt Net Debt is calculated as the total short-term and long-term IFRS Net assets Co-investment Total Company balance of subsidiary Incentive and subsidiary debt in a business, less cash and cash equivalents. 31 January 2024 sheet limited Scheme limited £m fair value partnerships Accrual partnerships Ongoing Charges Ongoing Charges are calculated in line with 1 guidance issued by the Association of Investment Companies (‘AIC’) Investments 1,296.4 (1.9) 54.4 1,349.0 and capture management fees and expenses, excluding finance costs, Cash 9.7 – – 9.7 incurred at the Company level only. The calculation does not include Other Net | the expenses and management fees incurred by any underlying funds. | | | | | Liabilities (22.9) 1.9 (54.4) (75.5) | | --- | --- | --- | --- | --- | --- | | | | | Amount | | Net assets 1,283.2 – – 1,283.2 | | | Total per | excluded from | | Included | | | | income | AIC Ongoing | | Ongoing | | Balances statement Charges Charges receivable | 31 January 2024 | £’000 | £’000 | £000 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | IFRS | | from | Co-investment | | Total Company | | | Management fees 16,148 – 16,148 | | | | | | balance | | subsidiary | | | Incentive | and subsidiary | | | | | | | 31 January 2023 | | | sheet | | limited | | Scheme | | limited | | General expenses 1,773 209 1,564 | | | | £m | | fair value | | partnerships | | | Accrual | partnerships | | | Finance costs 8,152 8,152 – | | | | | 1 | | | | | | | | | | | | | | Investments | | 1,349.1 (0.8) 58.1 1,406.4 | | | | | | | | | Total 26,073 8,362 17,712 | | | | Cash 20.7 – – 20.7 | | | | | | | | | | | Total Ongoing Charges 17,712 | | | | Other Net | | | | | | | | | | Liabilities (69.2) 0.8 (58.1) (126.5) Average NAV 1,291,759 Net assets 1,300.6 – – 1,300.6 Ongoing Charges as % of NAV 1.37% 1 Investments as reported on the IFRS balance sheet at fair value comprise the total Amount of assets held by the Company and the net asset value of the Company’s investments Total per excluded from Included in the subsidiary limited partnerships. | | income | AIC Ongoing | | Ongoing | | --- | --- | --- | --- | --- | | | statement | | Charges | Charges | | 31 January 2023 | £’000 | | £’000 | £000 | Portfolio Return on a Local Currency Basis Portfolio Return Management fees 17,030 – 17,030 on a Local Currency Basis represents the change in the valuation General expenses 1,955 98 1,857 of the Company’s Portfolio before the impact of currency movements and Co-investment Incentive Scheme Accrual. Finance costs 4,316 4,316 – | Total 23,301 4,414 18,887 | The Portfolio return of 5.9% is calculated as follows: | | --- | --- | | Total Ongoing Charges 18,887 | £m 31 January 2024 31 January 2023 | | Average NAV 1,272,342 | Income, gains and losses on Investments 125.3 190.0 | | Ongoing Charges as % of NAV 1.48% | Foreign exchange gains and losses | included in gains and losses on investments (38.6) (76.4) Other Net Liabilities Other Net Liabilities at the aggregated Company level represent net other liabilities per the Company’s Incentive accrual valuation movement (3.7) 9.0 balance sheet. Net other liabilities per the balance sheet of the Total gains on Portfolio investments subsidiaries include amounts payable under the Co-investment excluding impact of foreign exchange 83.1 122.6 Incentive Scheme Accrual. Opening Portfolio valuation 1,406.4 1,172.2 Overcommitment Overcommitment refers to where private equity Portfolio Return on a Local Currency Basis 5.9% 10.5% fund investors make Commitments exceeding the amount of cash A reconciliation between the Portfolio Return on Local Currency Basis immediately available for investment. When determining the and NAV per Share Total Return is disclosed under ‘Total Return’. appropriate level of Overcommitment, careful consideration needs to be given to the rate at which Commitments might be drawn down, Portfolio Company Portfolio Company refers to an individual and the rate at which realisations will generate cash from the existing company in an investment portfolio. Portfolio to fund new investment. Premium Premium occurs when the share price is higher than the Portfolio Portfolio represents the aggregate of the investment NAV and investors would therefore be paying more than the value Portfolios of the Company and of its subsidiary Limited Partnerships. attributable to the shares by reference to the underlying assets. This APM is consistent with the commentary in previous annual and Primary A Primary Investment is a Commitment to a private equity fund. interim reports. The Board and the Manager consider that disclosing our Portfolio assists shareholders in understanding the value and Quoted Company A Quoted Company is any company whose shares performance of the underlying investments selected by the Manager. are listed or traded on a recognised stock exchange. It is shown before the Co-investment Incentive Scheme Accrual to Realisation Proceeds Realisation Proceeds are amounts received in avoid being distorted by certain funds and Direct Investments on respect of underlying realisation activity from the Portfolio and exclude which ICG Enterprise Trust Plc does not incur these costs (for any inflows from the sale of fund positions via the secondary market. example, on funds managed by ICG plc). Portfolio is related to the NAV, which is the value attributed to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash and debt retained on our balance sheet. The value of the Portfolio at 31 January 2024 is £1,349.0m (31 January 2023: £1,406.4m). ICG Enterprise Trust Plc Annual Report and Accounts 202488 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION **Realisations – Multiple to Cost** Realisations – Multiple to Cost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost. | £m | 31 January 2024 | 31 January 2023 | | --- | --- | --- | | Realisation Proceeds from Full Exits in the year-to-date | 100.8 | 133.2 | | Cost | 28.8 | 50.1 | | Average return Multiple to Cost | 3.5x | 2.7x | **Realisations – Uplift to Carrying Value** Realisations – Uplift to Carrying Value is the aggregate uplift on Full exits from the Portfolio in the period excluding publicly listed companies that were exited via sell downs of their shares. | £m | 31 January 2024 | 31 January 2023 | | --- | --- | --- | | Realisation Proceeds from Full Exits in the year-to-date | 100.8 | 133.2 | | Prior Carrying Value (at previous quarterly valuation prior to exit) | 89.2 | 107.5 | | Realisations – Uplift to Carrying Value | 29.5% | 23.9% | **Secondary Investments** Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity. **Share Price Total Return** Share Price Total Return is the change in the Company's share price, assuming that dividends are re-invested on the day that they are paid. **Total New Investment** Total New Investment is the total of direct Co-investment and fund investment Drawdowns in respect of the Portfolio. In accordance with IFRS 10, the Company's subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows: | £m | 31 January 2024 | 31 January 2023 | | --- | --- | --- | | Purchase of Portfolio investments per cash flow statement | 25.2 | 62.2 | | Purchase of Portfolio investments within subsidiary investments | 111.6 | 225.0 | | **Total New Investment** | **136.7** | **287.2** | **Total Proceeds** Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or income such as interest or dividends. In accordance with IFRS 10, the Company's subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. | £m | 31 January 2024 | 31 January 2023 | | --- | --- | --- | | Sale of Portfolio investments per cash flow statement | 40.6 | 32.1 | | Sale of Portfolio investments, interest received, and dividends received within subsidiary investments | 195.3 | 217.7 | | Interest income per cash flow statement | 1.7 | 1.8 | | Dividend income per cash flow statement | 0.8 | 0.4 | | **Total Proceeds** | **238.6** | **252.0** | | Fund Disposals | (67.6) | – | | Realisation Proceeds | 171.0 | 252.0 | **Undrawn Commitments** are Commitments that have not yet been drawn down (please see 'Drawdowns'). **Unquoted Company** is any company whose shares are not listed or traded on a recognised stock exchange. **Valuation Date** is the date of the valuation report issued by the underlying manager. ICG Enterprise Trust Plc Annual Report and Accounts 2024 89 SHAREHOLDER INFORMATION | ADDRESS | DIVIDEND: 2023/2024 | E-COMMUNICATIONS FOR SHAREHOLDERS | | --- | --- | --- | | ICG Enterprise Trust Plc | Quarterly dividends of 8.0p were paid on: | ICG Enterprise Trust Plc would like to | | Procession House | | encourage shareholders to receive | • 1 September 2023 55 Ludgate Hill shareholder documents electronically, • 1 December 2023 London EC4M 7JW via our website or email notification • 1 March 2024 instead of hard copy format. This is a +44 (0)20 3545 2000 | | A final dividend of 9p is proposed in respect | faster and more environmentally friendly | | --- | --- | --- | | Registered number: 01571089 | of the year ended 31 January 2024, payable | way of receiving shareholder documents. | | Place of registration: England | as follows: | | The online investor centre from our registrar, Ex-dividend 4 July 2024 (shares trade Computershare, provides all of the WEBSITE date: without rights to the dividend). information required regarding your shares. www.icg-enterprise.co.uk Record date: 5 July 2024 (last date for Its features include: REGISTRAR registering transfers to Computershare Investor Services PLC • The option to receive shareholder receive the dividend). | The Pavilions | | | communications electronically instead | | --- | --- | --- | --- | | | Dividend | 19 July 2024. | | | Bridgwater Road | | | of by post. | payment date: Bristol BS99 6ZZ • Direct access to data held for you on the share register including recent www-uk.computershare.com/investor 2024/2025 DIVIDEND PAYMENT DATES share movements and dividend details. Telephone: 0370 889 4091 It is anticipated that quarterly dividends • The ability to change your address or will be paid in the following months: dividend instructions online. COLUMBIA THREADNEEDLE SAVINGS SCHEMES • September 2024 Investors through Columbia Threadneedle To receive shareholder communications • December 2024 electronically in the future, including all savings schemes can contact the Investor • March 2025 reports and notices of meetings, you just Services team on: • July 2025 need the Shareholder Reference Number Telephone: 0345 600 3030 printed on your proxy form or dividend PAYMENT OF DIVIDENDS notices, and knowledge of your registered Email: investor.enquiries@ Cash dividends will be sent by cheque to the address. Please register your details free columbiathreadneedle.com first-named shareholder at their registered at www.investorcentre.co.uk. FINANCIAL CALENDAR address, to arrive on the payment date. For those shareholders that hold their shares The announcement and publication of the Alternatively, dividends may be paid direct through the Columbia Threadneedle savings Company’s results may normally be expected into a shareholder’s bank account via schemes, please contact the Columbia in the months shown below: Bankers’ Automated Clearing Service Threadneedle Investor Services team (investor. May: Final results for year announced, (‘BACS’). This can be arranged by enquiries@columbiathreadneedle.com) to Annual Report and Accounts contacting the Company’s registrar, register your details for e-communications. published Computershare Investor Services PLC. ISIN/SEDOL NUMBERS June: Annual General Meeting and first SHARE PRICE The ISIN/SEDOL numbers and ticker for the quarter’s results announced The Company’s mid-market ordinary share Company’s ordinary shares are: October: Interim figures announced and price is published daily in the Financial Times ISIN: GB0003292009 half-yearly report published and Daily Telegraph under the section ‘Investment Companies’. In the Financial SEDOL: 0329200 January: Third quarter’s results announced Times the ordinary share price is listed in the Reuters: ICGT.L sub-section ‘Conventional-Private Equity’. All announcements can be viewed on the AIC REGISTRAR SERVICES Company’s website (see above). The Company is a member of the Association Communications with shareholders are of Investment Companies (www.theaic.co.uk). MANAGER mailed to the address held in the share ICG Alternative Investment Limited register. Any notifications and enquiries LEGAL NOTICE Procession House relating to the registered share holdings, ‘FTSE’ is a trade mark of certain LSE Group 55 Ludgate Hill including a change of address or other companies. All rights in any FTSE index or data London EC4M 7JW amendment, should be directed to referred to herein vest in the relevant LSE Group 020 3545 2000 Computershare Investor Services PLC. company which owns the index or the data. For those shareholders that hold their Authorised and regulated by the Financial Neither LSE Group nor its licensors accept any shares through the Columbia Threadneedle Conduct Authority (FRN: 606186). liability for any errors or omissions in the indexes savings schemes, please contact the or data and no party may rely on any indexes Investor Services team (investor.enquiries@ BROKER or data contained in this communication. columbiathreadneedle.com). Numis Securities Limited The LSE Group does not promote, sponsor 45 Gresham Street or endorse the content of this communication. London EC2V 7BF ICG Enterprise Trust Plc Annual Report and Accounts 202490 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION INVESTMENT POLICY ### The objective of the Company QUOTED SECURITIES CASH ### is to provide long-term growth The Company may from time to time have The Company holds cash on deposit with underlying interests in quoted companies. UK regulated banks or invests it in debt ### by investing in private companies This is typically due to companies which were instruments or money market funds which ### managed by leading private | | originally acquired as private companies | themselves invest in such instruments. These | | --- | --- | --- | | equity managers. | being listed on public markets as part of an | investments are typically very liquid, with | | | exit strategy. It may hold these interests | high credit quality and low capital risk. The | | INVESTMENT TYPE | through a fund (where the underlying | Company will limit exposure to any one bank, | | The Company will typically invest through: | manager is responsible for exiting the | issuer or fund to 15% of gross assets. | investment) or directly. • Primary Funds: commitments to private COMPARATOR INDEX equity funds during their initial fund raise. The Company does not anticipate acquiring The Company’s comparator index is • Secondary Funds: acquiring interests new listed investments unless directly related the FTSE All-Share Index Total Return. in funds or investments after the fund’s to the execution of its private company The Board considers that this provides initial fund raise accessed either directly investment strategy. the most appropriate reference point or through a fund structure. for the Company’s shareholders. • Direct Investments: investing alongside RISK DIVERSIFICATION leading private equity managers, or HEDGING The Company will ensure that its interest directly, in specific private companies. The Company holds investments and in any one portfolio company, taking into account direct and indirect holdings, will makes fund commitments in currencies other INVESTMENT STAGE not exceed 15% of the Company’s total than sterling and is exposed to the risk of The Company will predominantly gain investments at the time of initial acquisition movements in the exchange rate of these exposure to private companies which or subsequent addition. It is the Company’s currencies. From time to time the Company are mature, cash generative, profitable policy to invest no more than 10% of its gross may put in place hedging arrangements in businesses and where the underlying private assets in other listed investment companies. order to manage currency risk. The Company equity manager exercises majority control. may also from time to time consider hedging The Company may invest in other private OVERCOMMITMENT AND USE OF certain other risks of the Company such as markets strategies if it feels that these CREDIT FACILITIES equity market exposure or interest rate risk. opportunities would offer shareholders The Company intends to be overcommitted similar risk-adjusted returns to its core in order to ensure a high level of investment. investment strategy. It does not expect The Company may from time to time draw on such investments to constitute a substantial its pre-agreed borrowing facilities to fund part of its investment programme. investment drawdowns and ongoing expenses of the Company. This allows the Company PORTFOLIO CONSTRUCTION to operate a more efficient balance sheet The Company does not have any fixed by reducing the need to retain large cash allocations to specific sectors or regions, but balances. The Company’s objective is to aims to be broadly diversified by geography, be broadly fully invested, while ensuring industry sector and year of investment. that there is sufficient liquidity to be able to take advantage of attractive investment The Company may invest in either equity or opportunities as they arise. We do not intend debt instruments but expects that underlying to be geared other than for short-term investments will mostly be in equity instruments. working capital purposes. The level of It expects that the majority of its returns will overcommitment is monitored regularly by the be derived from capital appreciation. Board and the Manager, taking into account uninvested cash, the availability of bank ENVIRONMENTAL, SOCIAL AND GOVERNANCE facilities, the projected timing of cash flows to (‘ESG’) MATTERS and from the Portfolio, and market conditions. The Company is committed to its responsibility to its community and environment and ESG matters are considered as part of the investment process. The Company aims to act responsibly and cautiously as the guardian of its investors’ capital and ensures that ESG matters are considered at all stages of the investment cycle. ICG Enterprise Trust Plc Annual Report and Accounts 2024 91 ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED) ### The Company is an Alternative FAIR TREATMENT OF SHAREHOLDERS REMUNERATION ### Investment Fund for the purposes The Manager is governed by a board Under the AIFMD, we are required to make consisting of both non-executive and disclosures relating to remuneration of ### of the Alternative Investment Fund executive directors which oversees and certain employees working for the Manager, ### Managers Directive (Directive | | manages the ICG Group of which the | which acted as manager of the Company | | --- | --- | --- | | 2011/61/EU) (‘AIFMD’) and the | Manager is part. ICG has a number of | throughout the year ended 31 January 2024. | | Manager was appointed as its | committees that assist in this regard, | | | | together with a risk function that through a | Amount of remuneration paid | ### Alternative Investment Fund Manager risk framework assists in the identification, The relevant disclosures are available on the ### for the purposes of the AIFMD. control and mitigation of the ICG Group’s Company’s website. risks. This includes, but is not limited to, the The Directive requires certain disclosures to fair treatment of the ICG Group’s regulatory Co-investment Incentive Scheme be made in the Annual Report of the Company. clients, fund investors and corporate The incentive paid by the Company during Many of these disclosures are included in investors. Details of ICG’s governance and the year ended 31 January 2024 is disclosed other sections of the Annual Report and risk framework can be found in ICG’s annual in note 9 to the financial statements. Accounts, principally the Strategic Report report which is available at www.icgam.com. (pages 1 to 37), Governance (pages 38 to 53) Remuneration and incentivisation and Financial Statements (pages 62 to 83). policies and practices RISK PROFILE AND RISK MANAGEMENT This section completes the disclosures The overriding principle governing the The risks and uncertainties facing the required by the Directive. Manager’s remuneration decisions is that Company are regularly reviewed by the Board, the Audit Committee and the awards, in particular of variable remuneration, ASSETS SUBJECT TO SPECIAL ARRANGEMENTS Manager. The principal risks faced by the do not encourage risk taking which is The Company holds no assets subject to Company and the approach to managing inconsistent with the investment objectives special arrangements arising from their those risks are set out in Principal risks (and therefore risk profiles) of the funds illiquid nature which are unusual within and uncertainties (page 33). managed by the Manager. the context of the fund. The sensitivity of the Company to market, Remuneration consists of salary, bonus and LEVERAGE credit and investment, and capital risk co-investment incentives. The Company will not employ leverage | in excess of 30% of its gross asset value. | is discussed in note 17 of the financial | | | --- | --- | --- | | | statements. The risk limits currently in | The co-investment incentive arrangements | | PROFESSIONAL LIABILITY OF THE MANAGER | place in respect of the diversification | are intended to closely align the interests | | In accordance with the requirements of the | of the Portfolio and credit risk are set | of shareholders and the Manager – under | | Directive, the Manager holds additional | out in Investment policy on page 91. | these arrangements, payments may only be | | capital to cover potential professional | | made when investment profits have been | | liability risks. In addition, the Manager holds | MATERIAL CHANGES | realised in cash. The operation of these | | professional indemnity insurance. | There have been no material changes | arrangements is set out in the Report of | | | in relation to the matters described in | the Directors on page 46. | | REDEMPTION RIGHTS | Article 23 of the Directive. | | | The shares of the Company are listed on the | | The Manager has a remuneration committee | | London Stock Exchange. Shareholders may | | which takes remuneration decisions. The | | buy and sell shares on that market. As the | | committee takes into account the short and | | Company is closed ended, shareholders do | | long-term performance of the Manager, of | | not have the right to redeem their investment. | | the funds managed by the Manager, and | of individuals. ICG Enterprise Trust Plc Annual Report and Accounts 202492 HOW TO INVEST IN ICG ENTERPRISE TRUST PLC ICG Enterprise Trust Plc is listed on the ISA STATUS London Stock Exchange. A straightforward The Company’s shares are eligible for way for individuals to purchase and hold tax-efficient wrappers such as Individual shares in the Company is to contact a Savings Accounts (‘ISAs’), Junior ISAs and stockbroker, savings plan provider or Self Invested Personal Pensions (‘SIPPs’). online investment platform. Information about ISAs and SIPPs, as well You may be able to find a stockbroker using as general advice on saving and investing, the website of the independent Wealth can be found on the government’s free Management Association at www.pimfa.co.uk. and independent service at www.moneyhelper.org.uk. You may also be able to purchase shares via your bank account provider. As with any investment into a company listed on the stock market, you should For a fee, your chosen intermediary can remember that: purchase shares in the Company on your behalf. • the value of your investment and the income you get from it can fall as well COLUMBIA THREADNEEDLE SAVINGS SCHEMES as rise, so you may not get back the Investors through Columbia Threadneedle amount you invested; and savings schemes can contact the Investor Services team on: • past performance is no guarantee of future performance. • Telephone: 0345 600 3030 This is a medium to long-term investment • Email: investor.enquiries@ so you should be prepared to invest your columbiathreadneedle.com money for at least five years. If you are uncertain about any aspect of your decision to invest, you should consider seeking independent financial advice. Details of the Company’s website and contact information for potential and existing shareholders can be found in the Shareholder information section on page 90. This report has been printed on Arena Extra White Smooth which is Pureprint Group is a CarbonNeutral® company, registered with certified by the Forest Stewardship Council® (‘FSC®’). The FSC® the Environmental Management System ISO 14001 and is FSC® is a worldwide label which identifies products obtained from chain-of-custody certified. sustainable and responsible forest management. The unavoidable carbon emissions generated during the Printed by the Pureprint Group using the latest environmental manufacturing and delivery of this document have been reduced printing technology. to net zero through a verified carbon offsetting project. Designed and produced by three thirty studio www.threethirty.studio ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024 ICG ENTERPRISE TRUST PLC Procession House 55 Ludgate Hill London EC4M 7JW ### icg-enterprise.co.uk ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2024