3i Group plc
Annual report and
accounts 2014
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3i Group plc
16 Palace Street, London SW1E 5JD, UK
Telephone +44 (0)20 7975 3131
THR27378
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Contents
Overview
01 Performance highlights
02 What we do
04 Chairman’s statement
Strategic report
06 Chief Executive’s review
12 Our strategic goal
13 The 3i Value build
14 Our strategic progress in FY2014
16 Key Performance Indicators
18 Our strategic priorities in FY2015
19 Business review
19 Group overview
22 Assets under management
23 Business lines
23 Private Equity performance
30
Infrastructure performance
35 Debt Management performance
40 Financial review
50 Investment basis
Corporate governance
67 Governance – Chairman’s introduction
68 Board of Directors and
Executive Committee
70 Board and Committees
73 Statutory and corporate
governance information
77 Corporate governance statement
84 Audit Committee report
87 Directors’ remuneration report
Audited financial
statements
103 Statement of comprehensive income
104 Consolidated statement
of changes in equity
105 Company statement
of changes in equity
106 Statement of financial position
107 Cash flow statement
108 Significant accounting policies
Statement of comprehensive income
and Notes to the financial statements
51 Investment basis
Statement of financial position
52 Investment basis
Cash flow statement
53 Reconciliation of Investment
basis to IFRS
58 Risk
64 Corporate responsibility
152 Independent auditor’s report
Portfolio and
other information
154 Twenty five large investments
156 Portfolio valuation – an explanation
159 Information for shareholders
The financial data presented in the Overview and Strategic report relates to the Investment basis
financial statements. The Investment basis is described on page 40 and the differences from,
and the reconciliation to, the IFRS Audited financial statements are detailed on pages 54 to 57.
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Disclaimer
This Annual report has been prepared solely to provide information to shareholders.
It should not be relied on by any other party or for any other purpose.
This Annual report may contain statements about the future, including certain statements
about the future outlook for 3i Group plc and its subsidiaries (“3i”). These are not guarantees
of future performance and will not be updated. Although we believe our expectations are
based on reasonable assumptions, any statements about the future outlook may be
influenced by factors that could cause actual outcomes and results to be materially different.
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Performance highlights
A summary of our performance for the year to 31 March 2014
1
The financial data presented in the Overview and Strategic report relates to the
Investment basis financial statements. The Investment basis is described on
page 40 and the differences from, and the reconciliation to, the IFRS Audited
financial statements are detailed on pages 54 to 57.
Strong total shareholder return
Our share price increased from 316p on 28 March 2013 to 398p
on 31 March 2014. After adjusting for dividends paid in the year,
this represents a total shareholder return in the year of 30%.
We committed to pay a regular base dividend of 8.1p per share in
respect of each financial year. A good level of realisations in the year
has funded an additional dividend of 11.9p per share, so that the total
proposed dividend for the year to 31 March 2014 is 20p per share.
We paid one-third of this, 6.7p per share, in January 2014 as an interim
dividend and, subject to shareholder approval, will pay the remaining
balance of 13.3p per share as a final dividend in July 2014.
30%
total
shareholder
return
20p
proposed total
dividend
per share
Good flow of Private Equity realisations
We delivered total cash proceeds of £669m, equating to realised
profits over opening valuation of £201m, and representing a 43% uplift
over opening valuation and a 1.8x multiple over original cost.
43%
uplift to opening valuation
Building investment momentum
Our Private Equity business completed three new mid-market
investments and one substantial further investment. Cash investment
was £276m and, including third-party funds, totalled £372m being
double the level of last year (2013: £182m). Debt Management
investment also increased to £61m (2013: £23m).
£372m
of Private Equity cash investment
Substantially outperformed cost savings target
We achieved £70m of cumulative run-rate operating cost reductions
at 31 March 2014, ahead of targeted savings of £60m and representing
a 38% reduction from the run-rate cost base of £185m at 31 March 2012.
£70m
of operating cost savings
Solid and simplified balance sheet
We reduced gross debt to £857m (2013: £1,081m). Gross interest
costs reduced to £54m (2013: £101m), ahead of target of £60m.
£47m
reduction in gross interest costs
Annual cash income exceeds operating costs
We exceeded our target to cover operating costs with cash fees
and portfolio income in FY2014. Achieved an annual operating
cash profit of £5m.
£5m
annual operating cash profit
Overview3i Group plcAnnual report and accounts 2014 2
What we do
3i is a leading international investment manager focused on
mid-market Private Equity, Infrastructure and Debt Management.
Our core markets are northern Europe and North America.
We employ 266 people, of whom 119 are investment professionals.
Key facts and figures
Market focus
Objectives
Private Equity
81 portfolio companies
£2.9bn 3i portfolio value
£4.1bn total AUM
Infrastructure
128 underlying investments
£0.5bn 3i portfolio value
£2.3bn total AUM
Debt Management
28 funds
£0.1bn 3i portfolio value
£6.5bn total AUM
All figures as at 31 March 2014
See case studies, p29, p34, p39
We invest in mid-market companies with
enterprise values between €100m–€500m.
We focus on businesses with international
growth potential in the business services,
consumer, healthcare and industrial sectors
in northern Europe and North America, where
we have a long track record of strong returns.
We use our sector expertise, local presence and
network of industry experts and management
teams, many of whom we have worked with
successfully in the past, to maximise the value
of our investments.
The funds we manage and advise invest in
companies and projects with strong market
positions that deliver stable underlying
performance. We focus on asset-intensive
businesses, providing essential services over
the long term, often on a regulated basis or
with significant contracted revenues.
Our market focus is on core economic
infrastructure in Europe, principally in the utilities
and transportation sectors, as well as on the
primary Public Private Partnership (“PPP”) and
renewable energy project markets, where we
have a strong track record.
We invest primarily in senior secured loans,
specialising in the management of collateralised
loan obligations (“CLOs”). We also offer alternative
risk/return products, focused on senior loan
investing, to a number of investors.
We have built an international platform, with key
capabilities in Europe and North America, which
are the markets in which we have focused our
product offering.
Our objective is to generate a 2x return on invested capital, usually
over a 3–5 year period. We generate that return principally through
capital gains on exit or refinancings, but also, in some cases, through
dividends or interest income from portfolio companies.
We are disciplined about how we invest. We use our network of
local offices across northern Europe and North America, combined
with our strategic sub-sector focus, to seek attractive opportunities
with international growth potential, typically outside highly
competitive processes.
We invest with management, fund investors and co-investors
typically taking a controlling position, or one with sufficient influence
to grow the portfolio company in line with our investment plan.
We manage a number of products with different risk/return
characteristics. We aim to generate stable returns through
a combination of income yield (from dividends and interest)
and capital growth.
In an increasingly competitive market, we use our extensive
network of relationships in the infrastructure market to originate
new investment opportunities.
We offer products across a range of risk/return criteria, and our
objective is to generate net returns between 6-12% per annum,
depending on the structure of the product.
We have a history of outperformance against market benchmarks,
with default and loss rates below these benchmarks.
Our objective is to grow third-party assets under management
(“AUM”) in senior secured loans and in other debt product classes.
Our strong relationships with private equity sponsors and banks
provide an advantage in the sourcing and trading of investments.
Overview3i Group plcAnnual report and accounts 2014 Key facts and figures
Market focus
Objectives
Our objective is to generate a 2x return on invested capital, usually
over a 3–5 year period. We generate that return principally through
capital gains on exit or refinancings, but also, in some cases, through
dividends or interest income from portfolio companies.
We are disciplined about how we invest. We use our network of
local offices across northern Europe and North America, combined
with our strategic sub-sector focus, to seek attractive opportunities
with international growth potential, typically outside highly
competitive processes.
We invest with management, fund investors and co-investors
typically taking a controlling position, or one with sufficient influence
to grow the portfolio company in line with our investment plan.
We manage a number of products with different risk/return
characteristics. We aim to generate stable returns through
a combination of income yield (from dividends and interest)
and capital growth.
In an increasingly competitive market, we use our extensive
network of relationships in the infrastructure market to originate
new investment opportunities.
3
Assets and portfolio
Total 3i Group AUM
74% Third-party capital
26% Proprietary capital
Total 3i Group AUM by business line
32% Private Equity
18% Infrastructure
50% Debt Management
We offer products across a range of risk/return criteria, and our
objective is to generate net returns between 6-12% per annum,
depending on the structure of the product.
We have a history of outperformance against market benchmarks,
with default and loss rates below these benchmarks.
Our objective is to grow third-party assets under management
(“AUM”) in senior secured loans and in other debt product classes.
Our strong relationships with private equity sponsors and banks
provide an advantage in the sourcing and trading of investments.
Proprietary Capital value by business line
82% Private Equity
14% Infrastructure
4% Debt Management
We invest in mid-market companies with
enterprise values between €100m–€500m.
We focus on businesses with international
growth potential in the business services,
consumer, healthcare and industrial sectors
in northern Europe and North America, where
we have a long track record of strong returns.
We use our sector expertise, local presence and
network of industry experts and management
teams, many of whom we have worked with
successfully in the past, to maximise the value
of our investments.
The funds we manage and advise invest in
companies and projects with strong market
positions that deliver stable underlying
performance. We focus on asset-intensive
businesses, providing essential services over
the long term, often on a regulated basis or
with significant contracted revenues.
Our market focus is on core economic
infrastructure in Europe, principally in the utilities
and transportation sectors, as well as on the
primary Public Private Partnership (“PPP”) and
renewable energy project markets, where we
have a strong track record.
We invest primarily in senior secured loans,
specialising in the management of collateralised
loan obligations (“CLOs”). We also offer alternative
risk/return products, focused on senior loan
investing, to a number of investors.
We have built an international platform, with key
capabilities in Europe and North America, which
are the markets in which we have focused our
product offering.
Private Equity
81 portfolio companies
£2.9bn 3i portfolio value
£4.1bn total AUM
Infrastructure
128 underlying investments
£0.5bn 3i portfolio value
£2.3bn total AUM
Debt Management
28 funds
£0.1bn 3i portfolio value
£6.5bn total AUM
All figures as at 31 March 2014
See case studies, p29, p34, p39
Overview3i Group plcAnnual report and accounts 2014 4
Delivering strong results
Chairman’s statement
Given the strong level of realisations, the emphasis on
selective investment in uncertain market conditions, and
our healthy balance sheet position, we are proposing a total
dividend for the financial year to 31 March 2014 of 20.0 pence
per share, a yield of 6% on the 316 pence per share price
at 28 March 2013. We paid one third of this, 6.7 pence per
share, in January 2014 as an interim dividend. Subject to
shareholder approval, we will pay the balance of 13.3 pence
per share as a final dividend in July 2014.
Board changes
During the year, Willem Mesdag retired from the Board with
effect from 30 November 2013. Willem had served as a
non-executive Director on our Board since 2007, including as
Chair of the Valuations Committee, and I would like to take this
opportunity to thank him for his valuable advice and counsel
over that period. David Hutchison OBE, who is Chief Executive
of Social Finance Ltd, joined our Board as a non-executive
Director with effect from 11 November 2013. David has
succeeded Willem as Chair of the Valuations Committee.
Outlook
We remain cautious overall on the economic outlook. While
there appear to be some positive indicators in certain parts
of the European economy, not least strong equity markets,
overall levels of GDP growth remain low and we believe
that any broader based recovery could take time, and the
unwinding of recent monetary policy will not be without risk.
Despite this uncertain macroeconomic environment and
relatively subdued levels of M&A activity in our core markets,
our Private Equity business completed three new mid-market
investments and one significant further investment: Basic-Fit,
GIF, JMJ Associates and Scandlines, contributing to total cash
investment of £372 million, including third-party funds.
Within Infrastructure, the Group completed its acquisition
of Barclays’ Infrastructure Funds Management business,
adding over £700 million of assets under management and
an experienced investment team based in London and Paris.
We have also capitalised on buoyant credit markets in
Debt Management, with the launch of four new CLO funds
with aggregate third-party AUM of £1.2 billion.
The strength of the market for realisations and Simon Borrows’
success in leading 3i through an intensive restructuring process
have allowed us again to demonstrate the strength of 3i’s
franchise. We are confident that we will deliver the remaining
objectives set out in the strategic plan, and we look forward
to improving further the performance of the business and
generating further shareholder value in years to come.
Sir Adrian Montague
Chairman
Sir Adrian Montague
Chairman
“A strong performance as we
continue implementing our
strategic plan.”
I am pleased to report a strong
performance for the financial year to
31 March 2014. Simon Borrows and his
executive team have made excellent
headway in accomplishing many of the
objectives in the three-year strategic
plan we adopted in June 2012 and
have achieved both strong levels of
realisations and continued progress
in matching the level of our operating
costs with our annual cash income.
Dividend
In May 2012, the Board announced a strengthened
distribution policy designed to give shareholders a direct
share in the success of the Group’s realisations by adopting
a policy of returning to shareholders a proportion of gross
cash proceeds subject to certain conditions.
These conditions have been satisfied, and in November 2013
we announced that we would be initiating additional
shareholder distributions above the base dividend.
Overview3i Group plcAnnual report and accounts 2014 Strategic report
3i Group plcAnnual report and accounts 2014 6
Delivering our strategic plan
Chief Executive’s review
Simon Borrows
Chief Executive
“We have met or exceeded all
of our strategic priorities and
targets for the year. 3i is now
a more streamlined, decisive
organisation focused on high
performance and delivering
attractive shareholder returns.”
Introduction
FY2014 was another busy year for
everyone at 3i. We met or exceeded all
of our strategic priorities and targets
for the year, and I am pleased to report
a strong set of results. We are now
almost two years into the three-year
strategic plan that I set out in June 2012.
This year’s strong performance
benefited from the considerable
progress made during our
restructuring phase in FY2013.
3i generated a total shareholder return of 30% compared
to 9% for the FTSE All-Share index. Like many UK-based
companies, we faced currency headwinds this year and
the performance is all the more credible in view of that.
During the year, we delivered a good flow of realisations
and a total return of 16.3%. This included a good progression
in NAV per share to 348 pence at 31 March 2014, from
311 pence at 31 March 2013.
As announced in November 2013, given the strong level of
realisations, the emphasis on selective investment in these
high-priced market conditions and our healthy balance sheet
position, we have initiated additional shareholder distributions.
The total proposed dividend for the financial year to
31 March 2014 is 20 pence per share, a yield of over 6% to
the 316 pence share price at the close of 28 March 2013.
We paid one-third of this, 6.7 pence per share, in January 2014
as an interim dividend. Subject to shareholder approval, we
will pay the balance of 13.3 pence per share as a final
dividend in July 2014.
3i Group plcAnnual report and accounts 2014Strategic report 7
For the Private Equity business, a key highlight of the year
was the increased momentum in new investment activity
with four key investments: Basic-Fit (leading European
discount fitness operator), GIF (German-based specialist in
transmission testing), JMJ (global management consultancy)
and a substantial further investment in Scandlines (leading
European ferry operator). In total, cash investment was
£372 million including third-party funds, of which £276 million
was 3i’s proprietary capital. We made these investments
at careful prices and expect this group of assets to deliver
considerable upside value over the medium term.
While this pick-up in new investment activity is encouraging,
we remain highly selective given the current high-price
environment. We continue to focus on our core sectors and
geographies where we have real experience and where our
international platform and capabilities are a differentiator.
We focus on mid-market investments which we are able to
secure using our local expertise and presence, away from
highly competitive auction processes. A key aspect of our
differentiated business model is that we lead investments
with our own balance sheet. We aim to fund a majority
of each investment with proprietary capital as well
as managing the balance of third-party funds for our
co-investors. This enables us to retain a material share
of the alpha-generating economics.
Performance in the year
The Private Equity business made excellent progress this
year, generating a gross investment return of £647 million
(24% on opening value), reflecting the strong realisation
activity and good earnings growth across the portfolio.
We continue to see significant benefits from the asset
management improvement initiatives launched in FY2013.
The majority of our investments generated earnings growth
during the year, with larger investments such as Action
continuing to perform very well. A consequence of this strong
performance is an increase in the carry payable we are
accruing on our Proprietary Capital, although we have some
way to go before this becomes a cash payment. Overall, the
Private Equity investment portfolio is in much better shape
than it was two years ago and I believe it offers significant
potential for further value creation.
During the year, we delivered a good flow of Private Equity
realisations, generating £669 million of total proceeds for 3i
and realised profits over opening valuation of £201 million,
an overall uplift of 43%. Including third-party funds managed
by 3i, total Private Equity realisation proceeds in the period
were £1.1 billion. These were achieved at a total money
multiple of 1.8x, generating good returns on both proprietary
and third-party capital for the benefit of our shareholders
and fund investors. We realised a mix of investments over
the year, including a good number of our smaller, more
challenged investments. We have not sold any of our longer-
term hold investments which make up the largest part of our
portfolio value. Their strong performance has led to material
improvement in Eurofund V and the Growth Capital Fund,
which have now recovered to 1.13x and 1.32x respectively
of invested capital at 31 March 2014. This compares to
0.91x and 1.04x at 31 March 2013 respectively.
As at 31 March 2014, our Private Equity portfolio comprised
81 different investments, many of which have relatively low
value. Over the next few years, as we continue to realise
older and smaller value investments and pursue a focused
investment strategy, we expect the number of investments
held in our Private Equity portfolio to more than halve. This
will create a much more manageable portfolio and generate
further operating efficiencies.
3i Group plcAnnual report and accounts 2014Strategic report 8
Chief Executive’s review
In Debt Management, third-party management fee income
remained steady at £32 million (2013: £31 million), representing
44% of the Group’s total third-party management fee income
in the period. At 31 March 2014, the business managed
£6.5 billion of assets through 28 funds, 17 in Europe and
11 in the US.
Market activity was buoyant during the year, following the
re-opening of the European CLO market early in 2013.
Levels of new CLO issuance in the US were dampened in
early 2014 by anticipated regulatory changes but have
subsequently recovered. We capitalised on this with the
launch of two new European CLOs (Harvest VII and Harvest
VIII) and two new US CLOs (Jamestown III and COA Summit).
Together, these new CLO funds added £1.2 billion of AUM
including £40 million of proprietary capital.
During the year, Debt Management generated a gross
investment return of £16 million, equating to 20% of its
opening portfolio value.
Since the period end, we have made good progress towards
launching further CLO funds and we have warehousing
vehicles in place in both Europe and the US to seed these
future launches.
In Infrastructure, the European portfolio continued to
perform well and generated a good level of cash income
for the Group, through both dividends and advisory fees
from 3i Infrastructure plc. However, the value of the 3i India
Infrastructure Fund declined during the year, driven by the
combination of a material depreciation in the Indian rupee
and political and macroeconomic challenges in India.
3i Infrastructure plc’s core European portfolio is expected
to be the key driver of future performance and accounted
for 78% of 3i’s underlying Infrastructure portfolio value
at 31 March 2014, compared with 68% at 31 March 2013.
In November 2013, 3i completed the acquisition from Barclays
of their European infrastructure fund management business,
adding over £700 million of assets under management and
experienced investment teams in both London and Paris.
This business was a pioneer in the PPP market and currently
manages two unlisted funds focused on UK and European
PPP and low-risk energy projects. This strategic acquisition
is a key milestone in the development of our Infrastructure
business and I believe it will broaden and enhance our access
to new investment opportunities, as well as providing
a platform for future fundraising.
In February 2014, following the announcement of Cressida
Hogg’s departure, we appointed Ben Loomes and Phil White
as Managing Partners and Co-heads of the Infrastructure
business. This important leadership change brings fresh
impetus and further underlines 3i’s commitment to the next
stage of development of its Infrastructure platform.
Furthermore, in May 2014, 3i Infrastructure plc announced
that it had agreed, subject to shareholder approval, and
approval from the Jersey Financial Services Commission,
a number of amendments to the existing advisory agreement
with 3i. These included extending the term of the advisory
agreement for a minimum of a further five years.
There continues to be a strong demand for infrastructure
assets as investors seek yield. While the market remains
competitive, we are seeing a number of interesting
investment opportunities in our target markets. For example,
in June last year, 3i Infrastructure plc invested £62 million
in Cross London Trains, which will own a key element
of London’s commuter rail infrastructure. In addition,
it announced investments in the National Military Museum
(Netherlands) and Mersey Gateway Bridge (UK) primary
PPP projects, sourced through our new PPP platform,
and see a strong pipeline for further PPP investments.
3i Group plcAnnual report and accounts 2014Strategic report 9
Strategic objectives
and progress
Last year, I set out a number of key strategic objectives:
Cover operating costs with annual cash income
Grow third-party income and generate
a sustainable annual operating profit from
our fund management activities
Improve capital allocation, focusing on enhanced
shareholder distributions and re-investment in
our core investment businesses
Our progress against each of these objectives is
described below.
Cover operating costs with annual
cash income
Prior to the launch of 3i’s restructuring in 2012, the Group’s
operating costs materially exceeded its annual cash income
from management fees and portfolio income. An important
target in FY2014 was to cover the Group’s operating costs
with annual cash income. The major cost reduction
programme announced in June 2012 was a key part
of achieving this objective.
In FY2013, we significantly outperformed our original target
of £40 million of annualised run-rate operating cost savings,
achieving £51 million of cost savings at 31 March 2013. In this
context, we announced last year a new target of £60 million of
cumulative run-rate cost savings to be achieved by 31 March
2014. I am pleased to report that we exceeded this target
as well, delivering £70 million of run-rate cost savings at
31 March 2014. These savings represent over a third of the
Group’s total opening run-rate cost base of £185 million
at 31 March 2012, before we announced the restructuring.
As a result, actual operating costs in the year were
£136 million, 20% lower than last year (2013: £170 million),
including restructuring costs of £9 million (2013: £30 million).
Restructuring costs were higher than the £7 million
estimated, in order to secure the higher savings. We expect
the full benefits of this cost reduction programme to be
realised during FY2015.
In FY2014, the Group’s cash income was consistent with the
prior year at £132 million. This was driven by the acquisition
of the European PPP platform in our Infrastructure business
and the launch of new CLO funds and increased portfolio
income from proprietary capital deployed in our Debt
Management business. This offset the reduction in fee
income from Private Equity as a result of net divestment
activity, as well as the Growth Capital Fund coming to the
end of its investment period in the previous year.
To help you track our progress, last year we introduced
a new key performance indicator called “Annual operating
cash profit”. This measures the difference between our
annual cash income (cash fees from managing third-party
funds and cash income from our proprietary capital portfolio)
and our annual operating expenses, excluding restructuring
costs. As noted above, in the past, 3i has operated at
a material deficit on this measure. In FY2014, we achieved
an annual operating cash profit of £5 million.
Grow third-party income and generate
a sustainable annual operating profit
from our fund management activities
Our Fund Management platforms in Private Equity,
Infrastructure and Debt Management source and manage
investments on behalf of both 3i and third-party funds.
These platforms underpin our ability to make alpha-
generating investments on behalf of our shareholders,
co-investors and fund investors. A key objective for us is
to ensure that fees from these fund management activities,
taken together, more than cover the costs of operating our
platforms and that over time we are able to generate a
sustainable annual operating profit. The costs of running
our investment platforms include paying for our investment
teams and the network of international offices, as well as
the costs to the Group of providing support functions such
as finance, information technology, compliance and
human resources.
Our objective is to ensure that we maintain a profitable Fund
Management platform overall, growing our AUM profitably.
We have made strong progress in this regard. Since 31 March
2012, total AUM has grown from £10.5 billion to £12.9 billion
at 31 March 2014. Over the same period, through the cost
reduction programme, we reduced our operating costs
as a percentage of weighted average AUM from 1.5% at
31 March 2012 to 1.0% at 31 March 2014, excluding
restructuring costs.
3i Group plcAnnual report and accounts 2014Strategic report 10
Chief Executive’s review
In order to assess properly the profitability of our fund
management activities, we consider the fees that can
be generated by our entire Fund Management platform,
treating proprietary capital invested on the same basis
as managed third-party funds. To do this, we calculate an
internal fee payable to the Fund Management business for
managing our proprietary capital and call this a “synthetic
fee”. The standalone profitability of our Fund Management
platform is then based on measuring the total fund
management income (third-party fees plus synthetic fees)
against the operating costs allocated to the platform,
excluding restructuring and amortisation costs. To help you
track this profitability, we have introduced a new key
performance indicator called “Underlying Fund Management
profit and margin” (further details on page 46). In FY2014,
our fund management platform generated an underlying
profit and margin of £33 million and 26% respectively,
compared to £17 million and 13% in FY2013.
Over time, we believe that our Fund Management platform is
capable of generating sustainable and growing annual profits,
which in turn should create additional value for shareholders
beyond the growth in value of our proprietary investments.
This is an important building block of the 3i Value Build which
I talked about in my last review and which is shown
on page 13.
Improve capital allocation, focusing
on enhanced shareholder distributions
and re-investment in our core
investment businesses
As part of the strategic review, we fundamentally changed
our capital allocation approach so that, over time, we aim
to use less of our capital to pay operating costs, funding
costs and debt repayment, and instead focus our capital
on additional shareholder distributions and investment
in our core businesses.
The chart below shows the average allocation of our capital
over the three years between FY2010-12. On average, 68%
of the total proceeds from realisations and cash income was
used to pay operating and funding costs and debt repayment,
leaving just 32% for shareholder distributions and investment
in our core businesses. In FY2014, we improved this picture
with 50% going to shareholder distributions and re-
investment. We expect further improvement in FY2015.
Capital allocation
Average over FY10-FY12
Fees and
portfolio
income
27%
FY14
Fees and
portfolio
income
19%
41%
32%
3%
29%
31%
50%
14%
36%
Realisations
Operating
costs, net
carried
interest
and tax
Debt
repayment
and
interest
costs
Shareholder
distributions
Funds
to invest
Realisations
Operating
costs, net
carried
interest
and tax
Debt
repayment
and
interest
costs
Shareholder
distributions
Funds
to invest
3i Group plcAnnual report and accounts 2014Strategic report 11
Business model
Outlook
3i’s business is a mix of proprietary capital investing and
managing third-party capital. This “hybrid” asset manager
business model enables us to combine capital returns from
our proprietary balance sheet and recurring management
fee income from our fund management activities. We believe
that this represents a differentiated and attractive value
proposition for our shareholders.
Investing from our own balance sheet is part of our heritage.
Currently, proprietary AUM amounts to £3.4 billion,
accounting for 26% of the Group’s total AUM. 3i is the largest
single investor in its own Private Equity and Infrastructure
funds. Putting our own capital to work alongside third-party
investors is a fundamental part of our business model and
strategy, and gives 3i a true competitive advantage. We view
our role as both an active owner as well as manager of
third-party funds. This further reinforces the alignment
between the interests of our shareholders, our co-investors
and our fund investors.
So, in addition to generating capital returns from proprietary
capital investing (our Proprietary Capital activities), we also
consider the profitability of our Fund Management platform.
Both parts need to generate value for the Group. Our overall
objectives are to maximise investment returns from our
Proprietary Capital activities and grow our Fund Management
activities profitably.
We are already managing the Group with this much clearer
delineation between Proprietary Capital and Fund
Management. Going forward, you will be able to track our
progress through new disclosures and a combination of KPIs
measuring our performance as an investor of Proprietary
Capital and separately as a Fund Management business,
in addition to overall Group performance. These KPIs are
shown on pages 16 and 17. The performance of these
activities is discussed in the Financial Review, starting on
page 40 and further disclosure on the breakdown between
Proprietary Capital and Fund Management is shown in Note 1
to the Audited accounts on page 114.
We have continued to be successful in implementing our
strategic plan against a backdrop of ongoing challenges in
the macroeconomic environment. Further regulation across
the financial services industry is also presenting additional
challenges for our business through further costs and
increased complexity.
Despite this, we see the power of the 3i business model
coming back well. Our network of local teams across our
key geographies and our proprietary capital are two key
competitive advantages. For example, in our mid-market
Private Equity business, we have had teams on the ground
across Europe for over 30 years and our franchise in those
markets is very strong. This enables us to access attractive
investment opportunities and using our own capital affords
us flexibility in our approach and timescale that few
of our competitors have.
The current environment is a tricky one for new investments.
There is an excess of capital looking for investment
opportunities and this has driven up sellers’ price expectations.
We have benefited from this in our realisation programme,
however as we review new investment we will need to
continue to be patient and disciplined. Our proposition can
deliver healthy alpha-generating returns if we invest, manage
and exit well. Careful investment in mid-market Private Equity
using 3i’s competitive advantages will generate significant
value for the Group, its shareholders and third-party investors
as well as take 3i back to sector-leading performance.
Everyone at 3i is committed and working hard to continue
to deliver against our strategic plan. I would like to thank the
entire 3i team for their efforts this year. They are key to our
success. We are all looking forward to making further good
progress in FY2015.
Simon Borrows
Chief Executive
3i Group plcAnnual report and accounts 2014Strategic report 12
Complementary investment platforms
Our strategic goal
Clear vision and strategy
3i’s strategic goal is to be a leading international investment manager of proprietary
and third-party capital delivering top quartile cash investment returns over the
longer term in:
mid-market Private Equity;
Infrastructure; and
Debt Management.
Each of these businesses has different drivers and return characteristics.
Together, they provide an attractive balance of income and capital returns.
We believe that the combination of our asset management skills across these
complementary platforms, together with our strong balance sheet and access
to permanent capital, represents a differentiated and attractive value proposition.
Private Equity
Infrastructure
Debt Management
Illustrative
capital allocation
• Proprietary capital • Third-party capital
Key return drivers
1 Capital returns
2 Portfolio income
3 Fee income
1 Portfolio income
2 Fee income
3 Capital returns
1 Fee income
2 Portfolio income
3 Capital returns
Key characteristics
and sensitivity
to market cycle
Realised and unrealised
capital gains and
carried interest
Pro-cyclical asset class
Counter-cyclical
asset class
Recurring annual
third-party fee income
Recurring annual fee
Proprietary capital “light”
income from permanent
capital vehicle and funds
Dividends/income from
investment portfolio
3i Group plcAnnual report and accounts 2014Strategic report How we create value
The 3i Value Build
13
The plan to achieve our strategic goal in financial year 2016 is set out in clear phases.
During financial year 2013, we successfully executed the first phase of this
strategic plan (the year of “Restructuring”), and we are making strong progress
towards delivering the full benefits of this in financial years 2014 and 2015
(“Transition and delivery”).
FY2013
Restructuring
FY2014-15
Transition
and delivery
FY2016+
Strategic goal
The clear objective of this multi-year strategic plan is to improve business
performance and maximise value for 3i’s shareholders, co-investors and
fund investors – we call this the “3i Value Build” and it comprises:
Grow investment portfolio earnings
Increase the underlying value
of our investment portfolio
Realise investments at good
uplifts to book value and strong
cash-on-cash multiples
Demonstrate the value of our
existing investment portfolio
and enhance our P/NAV rating
Generate a sustainable annual
operating profit from our Fund
Management activities
Generate additional value
beyond the value of our
Proprietary Capital investments
Utilise our strong balance sheet
Invest in further value-creating
growth opportunities across
our business lines
Increase shareholder
distributions through our
enhanced distribution policy
Greater capital efficiency;
focus on shareholder value
3i Group plcAnnual report and accounts 2014Strategic report 14
Our strategic progress in FY2014
Strategic priority
Priorities in FY2014
Progress in FY2014
Create a leaner organisation with
a cost base more closely aligned
with its income
Improve consistency and discipline
of investment processes and asset
management approach
Re-focus and re-shape the
Private Equity business
Grow third-party AUM and income
Continue to explore opportunities to grow and develop
Growth in third-party AUM to £9.5bn (2013: £9.2bn)
our Fund Management platform further
representing 74% of total AUM (2013: 71%)
Improve capital allocation, focusing
on enhanced shareholder distributions
and re-investment in our business
New target of £60m of cumulative run-rate operating
cost savings by 31 March 2014; 33% increase from
original target of £45m
Cover operating costs with annual cash income
by 31 March 2014 on a run-rate basis
Achieved £70m of cumulative run-rate operating
cost savings by 31 March 2014; a 56% increase
from the original target of £45m and a 17% increase
from the revised target of £60m
Achieved £5m of annual operating cash profit in FY2014
Grow Private Equity investment portfolio earnings through
Majority of Private Equity portfolio (87% by value) grew
asset management improvement initiatives
Continue to re-establish investment track record through
improved performance and new investment activity
return of 24%
Roll-out of upgraded Private Equity IT system
earnings in the year and the larger investments continued
to perform strongly, resulting in a gross investment
Completed three new Private Equity investments and one
substantial further investment, with total cash investment,
including third-party capital, of £372m
New IT system substantially implemented
Continue to manage intensively the existing portfolio and
Achieved £669m of Proprietary Capital proceeds from
realise investments at values representing good uplifts
Private Equity realisations, representing a 43% uplift over
to book value and strong cash-to-cash multiples, thereby
opening portfolio value and a money multiple of 1.8x
optimising the value of the portfolio for shareholders,
fund investors and co-investors
Selective investing in our core markets using
a combination of proprietary capital and
third-party co-investment
New and further investment focused on northern Europe
and North America, with 74% of cash investment from
3i’s Proprietary Capital
Grow annual operating profit from Fund Management
activities, demonstrating additional value beyond NAV
Strong growth in underlying Fund Management profit
to £33m (2013: £17m) representing an increase of 94%
from last year. Underlying Fund Management profit margin
improved to 26% (2013: 13%)
Increased fee income for Debt Management
and Infrastructure of £32m and £24m respectively
(2013: £31m and £21m)
Initiate additional shareholder distributions above
the annual base dividend in respect of FY2014
Proposed total dividend of 20 pence per share, comprising
8.1 pence per share base dividend and 11.9 pence per share
Reduce gross interest payable to less than £60m,
excluding costs of early debt repayment
additional dividend
Reduced gross interest costs to £54m, ahead of target
Implement new compensation arrangements
Fully implemented new compensation arrangements
across the Group
3i Group plcAnnual report and accounts 2014Strategic report 15
Strategic priority
Priorities in FY2014
Progress in FY2014
Create a leaner organisation with
a cost base more closely aligned
with its income
Improve consistency and discipline
of investment processes and asset
management approach
Re-focus and re-shape the
Private Equity business
New target of £60m of cumulative run-rate operating
cost savings by 31 March 2014; 33% increase from
original target of £45m
Cover operating costs with annual cash income
by 31 March 2014 on a run-rate basis
Achieved £70m of cumulative run-rate operating
cost savings by 31 March 2014; a 56% increase
from the original target of £45m and a 17% increase
from the revised target of £60m
Achieved £5m of annual operating cash profit in FY2014
Grow Private Equity investment portfolio earnings through
Majority of Private Equity portfolio (87% by value) grew
asset management improvement initiatives
Continue to re-establish investment track record through
improved performance and new investment activity
Roll-out of upgraded Private Equity IT system
Continue to manage intensively the existing portfolio and
realise investments at values representing good uplifts
to book value and strong cash-to-cash multiples, thereby
optimising the value of the portfolio for shareholders,
fund investors and co-investors
Selective investing in our core markets using
a combination of proprietary capital and
third-party co-investment
earnings in the year and the larger investments continued
to perform strongly, resulting in a gross investment
return of 24%
Completed three new Private Equity investments and one
substantial further investment, with total cash investment,
including third-party capital, of £372m
New IT system substantially implemented
Achieved £669m of Proprietary Capital proceeds from
Private Equity realisations, representing a 43% uplift over
opening portfolio value and a money multiple of 1.8x
New and further investment focused on northern Europe
and North America, with 74% of cash investment from
3i’s Proprietary Capital
Grow third-party AUM and income
Continue to explore opportunities to grow and develop
Growth in third-party AUM to £9.5bn (2013: £9.2bn)
our Fund Management platform further
representing 74% of total AUM (2013: 71%)
Improve capital allocation, focusing
on enhanced shareholder distributions
and re-investment in our business
Grow annual operating profit from Fund Management
activities, demonstrating additional value beyond NAV
Strong growth in underlying Fund Management profit
to £33m (2013: £17m) representing an increase of 94%
from last year. Underlying Fund Management profit margin
improved to 26% (2013: 13%)
Increased fee income for Debt Management
and Infrastructure of £32m and £24m respectively
(2013: £31m and £21m)
Initiate additional shareholder distributions above
the annual base dividend in respect of FY2014
Reduce gross interest payable to less than £60m,
excluding costs of early debt repayment
Proposed total dividend of 20 pence per share, comprising
8.1 pence per share base dividend and 11.9 pence per share
additional dividend
Reduced gross interest costs to £54m, ahead of target
Implement new compensation arrangements
Fully implemented new compensation arrangements
across the Group
3i Group plcAnnual report and accounts 2014Strategic report 16
How we performed
Key Performance Indicators
Gross investment return (“GIR”)
% of opening portfolio value
Financial year
NAV and dividends
NAV per share
As at 31 March
Total shareholder return (“TSR”)
%
Financial year
19%
20%
348p
311p
279p
(11)%
54.0%
18%
3.8%
50.2%
30.3%
3.8%
26.5%
(26.7)%
1.7%
(28.4%)
2012
2013
2014
Negative performance
2012
2013
2014
2012
2013
2014
Share price
Dividends
Negative performance
Rationale and definition
NAV is a measure of the fair value of our
proprietary investments and the net costs
of operating the business
Rationale and definition
TSR measures the absolute return to our
shareholders through the change in share
price and dividends paid during the period
Annualised three-year TSR is a key
performance metric used as part of
Executive Directors’ remuneration
(see pages 87 to 102)
Comments
TSR of 30% in FY2014, reflecting an increase
in share price from 316p at close 28 March
2013 to 398p at close 31 March 2014, the
final dividend from FY2013 of 5.4p paid in
July 2013 and an interim dividend of 6.7p
paid in January 2014
During the period from the June 2012
strategic review announcement to
31 March 2014, 3i generated an annualised
TSR of 56%
Rationale and definition
GIR is how we measure the performance
of our portfolio of proprietary investments
GIR includes profit and loss on realisations,
increases and decreases in the value of
the investments we hold at the end of the
period, any income received from the
investments such as interest or dividends,
and foreign exchange movements
GIR, measured as a percentage,
is calculated against the opening
portfolio value
Dividends provide our shareholders with an
annual yield as well as a direct participation
in 3i’s realisation activity in the period
Comments
Good progression in NAV per share to 348p,
up 12% over the period, after taking into
account restructuring costs and dividends
in the period of 1p and 12p, respectively
Comments
Strong Private Equity portfolio performance
reflecting benefits of asset management
improvement initiatives
Sterling materially strengthened against the
US dollar, euro, Indian rupee and Brazilian
real in the year, resulting in a translation
loss of 12p in the year, which reduced NAV
Good flow of Private Equity realisations
Good flow of realisations resulted in
delivered realised profits over opening value
of £201m, representing an uplift of 43%
Strong returns from our European
infrastructure portfolio offset by currency
and macro challenges in the Indian portfolio
additional proposed dividend of 11.9p per
share for the year over base annual
dividend of 8.1p per share
Proposed final dividend of 13.3p per share,
bringing total announced dividend for
FY2014 to 20.0p per share
For further information see p42
For further information see p48
3i Group plcAnnual report and accounts 2014Strategic report The financial data presented in the Overview and Strategic report relates to the
Investment basis financial statements. The differences from, and the reconciliation
to, the IFRS audited statements are detailed on pages 54 to 57.
17
Assets under management (“AUM”)
(£m)
Financial year
Underlying Fund Management
Profit (£m) and Margin (%)
Financial year
Annual operating cash profit/loss
(£m)
Financial year
9,176
9,508
6,320
£39m
23%
26%
£33m
£5m
£(20)m
£(8)m
4,173
3,694
3,403
13%
£17m
2012
2013
2014
Proprietary Capital
Third-party Capital
2012
2013
2014
2012
2013
2014
Negative performance
Rationale and definition
We set a strategic objective of covering
the annual cost of running our business
(operating expenses) with the annual cash
income received from our investments
(portfolio dividend and interest income)
and fees paid by third-party investors.
We exclude the costs of restructuring
the business, so that we can measure the
profitability on a sustainable basis. We call
this measure annual operating cash profit
Comments
Exceeded objective of generating annual
cash income sufficient to cover operating
expenses, prior to restructuring costs
in FY2014
Reflects full benefits of cost reduction
programme launched in June 2012
Rationale and definition
We invest in companies using capital from
our shareholders (Proprietary Capital) and
third-party investors. The total amount of
capital we have to invest or are managing
on behalf of our shareholders and third-
party investors is called assets under
management (“AUM”)
AUM is an important measure since it forms
the basis on which management fee income
is generated
Rationale and definition
3i’s Fund Management business comprises
our teams that manage investments on
behalf of our shareholders (Proprietary
Capital) and third-party investors. The
business incurs costs such as salary and
rent, which should be funded by fees from
third-party investors and an internal fee
paid by the Group for managing its
Proprietary Capital. This internal fee is
called a “synthetic fee” and is discussed
further on page 45
Comments
Total AUM was stable at £12.9bn
Growth in third-party AUM to £9.5bn
(74% of total AUM)
New funds raised in the period included
two European and two US CLOs, as well
as the acquisition of the management
contracts of two PPP funds, offsetting the
effect of Private Equity realisations and
other fund run-off in Debt Management
Proprietary Capital AUM reduced from
£3.7bn to £3.4bn driven by good flow
of Private Equity realisations
Underlying Fund Management profit
is calculated as fee income (defined
as third-party fees, synthetic fees on
Proprietary Capital and portfolio fees)
minus operating expenses related to
Fund Management activities, excluding
restructuring and amortisation costs
Comments
Strong growth in underlying Fund
Management profit to £33m, up by 94%
compared to the previous year
Underlying Fund Management profit margin
increased to 26% from 13% last year
End of investment periods for Eurofund V
and the Growth Capital Fund in FY2012 and
FY2013 respectively reduced fee income.
Growth in FY2014 driven by full year effect
of cost reduction programme and growth in
Debt Management fee income, offsetting the
reduction in fee income from Private Equity
For further information see p22
For further information see p46
For further information see p42
3i Group plcAnnual report and accounts 2014Strategic report 18
Our strategic priorities in FY2015
Strategic priority
Priorities in FY2015
Focus on consistency and
discipline of investment
processes and asset
management
Continue to improve Private Equity investment
portfolio earnings through our asset management
initiatives, increasing the value of our portfolio
Realise investments at values representing
good uplifts to book value and healthy cash
profits, optimising value from our portfolio
Selective new investment
Make new investments that generate attractive
overall returns for shareholders, fund investors
and co-investors
Maintain cost discipline
Cover the Group’s operating costs with annual
cash income
Generate a sustainable annual operating profit
from our Fund Management activities
Continue to improve capital
allocation, focusing on enhanced
shareholder distributions
More efficient capital allocation model benefiting
from reduced operating and funding costs
Enhanced shareholder distributions providing
shareholders with a direct share of our realisation
proceeds above the base dividend level
3i Group plcAnnual report and accounts 2014Strategic report Business review
19
to benefit from the exception. However, the detailed
application of the standard has reduced the transparency
of the Group’s underlying operating performance because
we are now required to fair value a number of intermediate
holding companies that were previously consolidated line
by line. This fair value approach, applied at the intermediate
holding company level, effectively obscures the performance
of our proprietary capital investments and associated
transactions occurring in the intermediate holding companies.
As a result, we have introduced separate “Investment basis”
Statements of comprehensive income, financial position and
cash flow to aid users of our report.
The numbers presented in the Overview and Strategic report
refer to this Investment basis and the table on page 20
summarises our Investment basis financial results. A more
detailed discussion of the impact of IFRS 10 is included
on page 53 and the IFRS financial statements, together
with a reconciliation to the Investment basis, are provided
on pages 54 to 57.
Segmental financial data
We manage the business using the Private Equity,
Infrastructure and Debt Management business line
activities to organise resources and measure performance.
However, as the business has focused on the development
and efficient management of total assets under management,
it becomes increasingly relevant to consider the balance of
fee income and operating costs from that fund management
activity separately from the value and performance of 3i’s
proprietary investment portfolio. Consequently, alongside
the Investment basis statements, we have further analysed
the performance of our balance sheet investments,
our “Proprietary Capital” returns, and that of our fund
management activities, our “Fund Management” returns.
These are discussed in this section as well as being detailed
in Note 1 to the Audited financial statements on page 114.
In order to assess the profitability of the Fund Management
platform we have introduced the concept of a “synthetic fee”,
from the Proprietary Capital business to the Fund
Management business for its services in managing
investments funded from our balance sheet. This has been
benchmarked against our third-party capital arrangements
in each business line and will be reviewed annually to ensure
it remains appropriate. A fee of 1.5% is applied to Proprietary
Capital invested in Private Equity and Infrastructure and
0.5% in Debt Management.
Performance
The Group generated a total return of £478 million, or a profit
on opening shareholders’ funds of 16.3% (2013: £373 million
or 14.2%). This reflects further progress and achievement
in the implementation of our strategic priorities, with
good realisations at strong uplifts to opening value, an
improvement in our cost and income balance, and a further
reduction in gross debt and associated interest costs.
However, continuing pressure in macro conditions has
had a negative impact on the results in the year, principally
in respect of foreign exchange.
Julia Wilson
Group Finance Director
“A year of significant
progress with strong
returns and momentum
in all three businesses.”
Group overview
3i Group is an international investment
manager with three complementary
business lines. All our business lines
invest using a combination of proprietary
capital from the Group’s own balance
sheet and third-party funds. This
Business review provides detail on
our performance for the 12 months
to 31 March 2014 (“the period”) as well
as our financial position as at that date.
Summary financial data
Since the adoption of IFRS by the Group in the year
ended 31 March 2006, there has been discussion about
whether investment companies, such as 3i, should be
exempt from consolidation for its portfolio investments.
The introduction of the IFRS 10 accounting standard has
resolved this point with the introduction of an investment
entity exception, which is an excellent outcome as
consolidation of our portfolio investments would both be
impractical and limit the usefulness of our statutory accounts.
We have therefore decided to adopt this standard early
The financial data presented in the Overview and Strategic
report relates to the Investment basis financial statements.
The differences from, and the reconciliation to, the IFRS Audited
statements are detailed on pages 54 to 57.
3i Group plcAnnual report and accounts 2014Strategic report 20
Business review
Table 1: Summary financial data
Group
Total return
Total return on opening shareholders’ funds
Dividend per ordinary share
Total shareholder return 1
Operating expenses
As a percentage of assets under management 2
Annual operating cash profit/(loss)
Proprietary Capital
Realisation proceeds
Uplift over opening book value
Money multiple
Gross investment return 3
As a percentage of opening 3i portfolio value
Operating profit 4
Cash investment
Net interest payable
3i portfolio value
Gross debt
Net debt/(cash)
Gearing
Liquidity
Net asset value
Diluted net asset value per ordinary share
Fund Management
Total assets under management
Third-party capital
Proportion of third-party capital
Total fee income
Third-party fee income
Operating profit/(loss) 4
Underlying Fund Management profit 4,5
Underlying Fund Management margin
Year to/as at
31 March 2014
Year to/as at
31 March 2013
£478m
16.3%
20.0p
30%
£136m
1.0%
£5m
£677m
£202m/43%
1.8x
£665m
20.2%
£539m
£337m
£51m
£3,565m
£857m
£160m
5%
£1,197m
£3,308m
348p
£12,911m
£9,508m
74%
£127m
£76m
£19m
£33m
26%
£373m
14.2%
8.1p
54%
£170m
1.3%
£(8)m
£606m
£190m/46%
2.1x
£598m
18.7%
£386m
£149m
£95m
£3,295m
£1,081m
£335m
11%
£1,082m
£2,934m
311p
£12,870m
£9,176m
71%
£127m
£71m
£(13)m
£17m
13%
1 Total shareholder return is calculated as the share price movement between the close of business on the last trading day of the prior year
and close of business on the last trading day of the current year plus shareholder distributions.
2 Actual operating expenses, excluding restructuring costs of £9 million in the year to 31 March 2014 and £30 million in the year
to 31 March 2013, as a percentage of weighted average assets under management.
3 Gross investment return includes £3 million of portfolio fees allocated to Fund Management.
4 Operating profit for the Proprietary Capital and Fund Management activities excludes carried interest payable/receivable, which is not allocated
between these activities.
5 Excluding Fund Management restructuring costs of £8 million and amortisation costs of £6 million (2013: £24 million, £6 million).
The Group generated a gross investment return of
£665 million (2013: £598 million). Split by business line,
Private Equity generated £647 million, Debt Management
£16 million and Infrastructure £2 million. Further detail
about the performance of our business lines is set out on
pages 23 to 29 for Private Equity, 30 to 34 for Infrastructure
and 35 to 39 for Debt Management and Note 1 of the Audited
financial statements on page 114.
As well as a good total return, the operating cash flow
position has significantly improved and cash portfolio and
fee income now cover the operating costs of the business.
A modest increase in third-party assets under management
and the successful cost reduction programme led to “annual
operating cash profit” of £5 million in the period, exceeding
our target to be breakeven by 31 March 2014. This compares
with an £(8) million loss last year and an average loss of
£(29) million pa in the period from FY2011 to FY2013.
3i Group plcAnnual report and accounts 2014Strategic report 21
This means we are operating a much more financially robust
platform. Sustaining this position by growing cash income
and maintaining a relentless focus on costs remains a key
objective. More detail on the annual operating cash profit
measure and on operating expenses is set out on pages
42 and 41 respectively.
The primary driver of the improvement in annual operating
cash profit was a reduced level of operating expenses.
The Group significantly exceeded its updated run-rate cost
savings target of £60 million by 31 March 2014 (against
an original target of £45 million), delivering cumulative
like-for-like savings of £70 million, a 38% reduction from the
£185 million opening run-rate cost base at 31 March 2012.
A consequence of the strong investment performance
was an increase in the amount we accrued in the year
for carry payable. The charge in the year was £85 million
(2013: £12 million). Further detail is provided in the
Financial review.
The Group’s Proprietary Capital portfolio performed well in
the period with a gross investment return of £665 million,
or 20.2% of opening portfolio, and an operating profit before
carry of £539 million (2013: £598 million, 18.7%, £386 million).
Strong realisations delivering cash proceeds of £677 million
and realised profits of £202 million (2013: £606 million and
£190 million) and good value growth of £475 million (2013:
£253 million), were the largest contributors. The Private
Equity portfolio performed strongly with average last
12 month earnings growth of 19%. Portfolio income was
stable at £101 million (2013: £103 million) and benefited
from an increased contribution from Debt Management.
This was offset by net interest payable of £51 million,
which is materially lower than last year (2013: £95 million).
The Proprietary Capital business also incurred operating
expenses of £28 million (2013: £30 million) and a synthetic
fee for investment management payable to the Fund
Management business of £51 million (2013: £56 million).
This synthetic fee was benchmarked against third-party
arrangements. Foreign exchange volatility, and particularly
the strength of sterling, led to a £116 million non-cash
accounting charge in the period (2013: £30 million gain).
Net interest payable benefited from the further steps taken to
reduce gross debt in the period, principally by the repayment
of drawings under a revolving credit facility in April 2013.
Gross interest payable of £54 million was below the target of
£60 million in FY2014. As at 31 March 2014, gross debt was
£857 million, a reduction of 21% since the start of the period
and over 47% since 31 March 2012. Strong realisations mean
that at 31 March 2014 net debt had reduced to £160 million
compared to £335 million at 31 March 2013, even after
reflecting the good investment activity in the latter part of
the year. Gearing was 5% at the end of the period (2013: 11%).
The Group’s Fund Management income is driven by total
assets under management (“AUM”) which were £12.9 billion
at 31 March 2014 (2013: £12.9 billion). In the period, we
closed the first new European CLO (Harvest VII) since
the establishment of the Debt Management business
in February 2011, an important milestone for the business.
This added €310 million to AUM and was followed by a further
European CLO (Harvest VIII, €425 million) in March 2014.
The US Debt Management business has continued to grow
strongly, with two CLOs launched in the year, adding
$900 million to AUM.
The proportion of third-party assets under management
grew to 74% from 71% during the year. Infrastructure
grew following the acquisition of BIFM, completed in
November 2013, which added a further £780 million of AUM.
Private Equity AUM reduced in the year as a result of net
divestment activity.
Fees are earned on third-party capital and, as noted above,
the Proprietary Capital business also generates a synthetic
fee for the Fund Management business. Fund Management
income in the year was flat at £127 million (2013: £127 million),
notwithstanding the effect of net divestment in Private Equity.
For the Fund Management business to be profitable on
a sustainable basis, tight cost control is critical. The positive
impact of the cost reduction programme initiated in
June 2012 is now clearly shown in the results. Total Fund
Management operating expenses fell by 23% in the period
to £108 million (2013: £140 million), including £8 million
of restructuring costs (2013: £24 million) and the addition
of £6 million of costs relating to acquisitions in the period.
Consequently, the Fund Management business improved
both its absolute profit and profit margin in the period.
Fund Management operating profit before carry at £19 million
represented a margin of 15% (2013: £(13) million loss and (10)%).
On an underlying basis, excluding restructuring and
amortisation costs, the profit and margin were £33 million
and 26% (2013: £17 million, 13%).
The acquisition of the Barclays Infrastructure Funds
Management business (“BIFM”), which completed in
November 2013, will further increase third-party fee income
and positions the Infrastructure business for growth.
Fees generated from the team’s managed funds marginally
exceeded the operating costs of the acquired business
in the period to 31 March 2014.
The financial profile of the Group with regard to Proprietary
Capital performance, annual operating cash profit, Fund
Management profit and balance sheet strength has materially
improved, and the Group has now met the criteria for making
additional distributions set out in May 2012. Realisation
proceeds, including the carry forward of £222 million of
proceeds from the sale of Mold-Masters in the prior period,
totalled £899 million at 31 March 2014. Investment levels
have improved as momentum builds but we are at the
lower end of capacity as prices remain high. Taking all these
factors into account, the Board has therefore confirmed, as
indicated in November 2013, that it proposes a total dividend
of 20 pence per share for the year, of which 8.1 pence per
share is our base dividend. Following the payment of an
interim 6.7 pence per share dividend in January 2014, the
final dividend proposed is 13.3 pence per share, subject
to shareholder approval.
3i Group plcAnnual report and accounts 2014Strategic report 22
Assets under management
The table below summarises the key movements in the
period. Fund by fund details are shown in the relevant
business line sections of this business review.
The Group’s total AUM increased by £41 million to
£12,911 million during the year. Assets managed on
behalf of third parties increased as a proportion of the
total to 74% from 71% at the beginning of the year.
The acquisition of the Barclays Infrastructure Funds
Management business, which invests in PPP projects
and completed in November 2013, added £780 million
of AUM to the Infrastructure business line. Debt Management
successfully raised two CLOs in Europe and two CLOs in
the US, which more than offset the reduction in the value
of assets managed in the CLO and other Debt Management
fund vehicles that have reached the end of their re-investment
period. Net divestment activity in Private Equity led to a fall
in AUM of £662 million. Movements in foreign exchange rates
also had a negative impact of £374 million on total AUM.
Table 2: Reconciliation of movements in assets under management by business line
AUM at 31 March 2013
of which proprietary capital
of which third-party capital
Investment (cost)
Divestment/Distributions (cost)
3i Infrastructure plc NAV movement
Acquisitions
New funds raised 1
Foreign exchange movements and other
AUM at 31 March 2014
of which proprietary capital
of which third-party capital
1 Includes 3i investment into new funds where applicable.
Private
Equity
£m
Infrastructure
£m
Debt
Management
£m
4,851
3,145
1,706
611
(1,273)
–
–
–
(57)
4,132
2,788
1,344
1,579
481
1,098
–
–
12
780
–
(77)
2,294
483
1,811
6,440
68
6,372
–
(918)
–
–
1,203
(240)
6,485
132
6,353
Total
£m
12,870
3,694
9,176
611
(2,191)
12
780
1,203
(374)
12,911
3,403
9,508
Chart 1: External investor base for non-listed funds managed
and advised by geographical location as at 31 March 2014
Chart 2: External investor base for non-listed funds managed
and advised by type of investor as at 31 March 2014
38% North America
12% UK
35% Rest of Europe
10% Asia
5% Rest of World
49% Financial institutions
12% Insurance companies
11% Funds of funds
14% Pension funds
10% Government agencies
1% Private individuals
1% Endowments
2% Other
3i Group plcAnnual report and accounts 2014Strategic report Private Equity performance
Business lines
23
Introduction
3i’s Private Equity business employs
59 investment professionals focused
on making and managing mid-market
investments in northern Europe and
North America.
The Private Equity business also manages the existing
portfolio in southern Europe, Asia and Brazil. During the
year we announced that we would not be making any new
investments, or pursuing a fund raise, in Brazil and have
reduced the cost and resources applied to it.
As at 31 March 2014, the Private Equity portfolio consisted
of 81 companies with operations in over 80 countries. Assets
under management at 31 March 2014 were £4.1 billion
(2013: £4.9 billion) and the reduction reflects the net
divestment activity seen in the period. However, the value
of 3i’s proprietary capital invested in the Private Equity portfolio
at 31 March 2014 was £2.9 billion (2013: £2.7 billion), due to good
value growth across the portfolio more than offsetting net
divestment activity.
The business performed well in the year and the gross
investment return was £647 million, or 24% of the opening
portfolio value (2013: £562 million, or 21%) reflecting strong
realisation activity and good earnings growth in the portfolio.
Within this, the European and North American portfolio
performed particularly well, delivering a gross investment
return of £698 million (30%), while the portfolio in Asia and
Brazil delivered a loss of £51 million (13% loss).
Investment activity picked up in the second half of the year.
We completed three new investments in JMJ, GIF and
Basic-Fit, and there was a significant further investment as
we completed the buyout of our co-shareholder in Scandlines.
Alan Giddins
Managing Partner,
Co-head Private Equity
Menno Antal
Managing Partner,
Co-head Private Equity
“Strong performance driven
through a combination of
earnings growth and successful
realisations, together with
growing momentum
in new investment.”
Private Equity business model
3i’s Private Equity business is focused on making mid-market private equity investments.
Originate
Invest
Grow
Identifying leading mid-
market businesses in
northern Europe and
North America.
Use 3i’s local network,
sub-sector insight and
investment disciplines to
select attractive assets at
the right price, investing
in four to six opportunities
annually and financing
them appropriately.
Build these businesses
through international
expansion, organic growth
and acquisitions, and
optimise their operations in
partnership with top class
management teams.
Exit
Maximising value through
timely and well-executed
exit strategies.
The main driver of performance is investment returns. In addition, management fees and
carried interest are generated from third-party capital invested. Private Equity investments
account for 82% of the Group’s Proprietary Capital portfolio.
3i Group plcAnnual report and accounts 2014Strategic report 24
Private Equity performance
Investment and
realisations activity
Merger and acquisition (“M&A”) volumes during the year
to 31 December 2013 declined in Europe and in the smaller
to mid-market segments (source: Capital IQ). This led to
lower private equity deal flow and, with capital availability
remaining high from both principal investors and debt
providers, highly competitive auctions and high prices were
a significant feature of market conditions (source: KPMG
M&A Predictor, January 2014).
In this environment, we have remained selective and
focused on sourcing deal flow outside of highly competitive
processes. Private Equity invested a total of £372 million cash
(2013: £182 million) in the year, of which 74% was Proprietary
Capital and 26% third-party capital. Eurofund V invested
£61 million in the Scandlines further investment in the year
and £28 million was invested from co-investment
arrangements in three of the new investments made
in the year, in return for management fees and other
income as well as carried interest.
Proprietary Capital of £188 million was invested in three
new investments and £77 million in the further investment
into Scandlines. In addition, £8 million was invested to
support restructurings or covenant issues (2013: £13 million)
and £3 million for other investments (2013: £2 million).
Other non-cash investment includes capitalised interest
of £167 million recognised in the loan portfolio (2013:
£113 million). This included £28 million (2013: £7 million)
of interest which was recognised in the prior year and now
capitalised and £106 million (2013: £75 million) of interest
provided against as a result of the principal loan value
being below par.
Table 3 provides details of the investments made in the year.
Table 3: Private Equity investment in the year to 31 March 2014
Type
New
Further
New
New
Other
Business
description
Discount fitness operator in Europe
Ferry operator in the Baltic sea
International transmission testing specialist
Global management consultancy
Date
December 2013
December 2013
October 2013
October 2013
n/a
Investment
Basic-Fit
Scandlines
GIF
JMJ
Other cash investment
Total cash investment
Non-cash investment
Total
Total
investment
£m
Proprietary
Capital
investment
£m
95
138
64
57
18
372
244
616
81
77
63
44
11
276
167
443
In light of the market dynamics noted above, there has been
a positive environment for exits and we have continued to
make progress, in particular, in exiting our smaller or older
investments. We were able to achieve a number of very
successful realisations with carefully structured and
executed exit plans generating competition among buyers
and premium exit prices. We were also able to take advantage
of strong equity markets, most notably in our IPO and partial
exit from Quintiles.
Private Equity generated Proprietary Capital proceeds from
realisations of £669 million (2013: £575 million) at a 43% uplift
over opening portfolio value (2013: 49%). Notable exits
included the sale of Xellia, which generated proceeds of
£143 million and an uplift over opening portfolio value of 46%;
the sale of Civica for £124 million and a 48% uplift on opening
portfolio value; and the partial sale of shares in Quintiles
which generated proceeds of £51 million and an uplift of 70%
over opening portfolio value. The realisations from the Private
Equity portfolio generated an aggregate money multiple
of 1.8x (2013: 2.1x). The multiple incorporates the sale of
Enterprise, a 2007 investment, which was written down by
£201 million in FY2011 and sold for £7 million in April 2013.
Total proceeds of £1,091 million were generated in the
period (2013: £733 million) on behalf of shareholders
and third-party investors.
3i Group plcAnnual report and accounts 2014Strategic report Table 4: Private Equity realisations in the year to 31 March 2014
Investment
Full realisations
Xellia
Civica
Trescal
Hyperion
Everis
Bestinvest
Joyon
HTC
Franklin
Futaste
Enterprise
Newron
Other investments
Partial realisations2
Action
Quintiles
Gain Capital
Scandlines
Other investments
Deferred consideration
ABX
EUSA Pharma
Betapharm
MWM
Mold Masters
Other investments
Total
Country
Nordic
UK
France
UK
Spain
UK
China
Nordic
Singapore
China
UK
Italy
n/a
Benelux
USA
USA
Germany
n/a
Benelux
UK
Germany
Germany
Canada
n/a
Calendar
year
invested
31 March
2013
value
£m
3i realised
proceeds
£m
Profit/(loss)
in the year1
£m
Uplift on
opening
value1
%
Money
multiple
over cost2
2008
2008
2010
2008
2007
2007
2007
2006
2007
2007
2007
1999
n/a
2011
2008
2008
2007
n/a
2006
2007
2004
2007
2007
n/a
99
84
51
43
22
4
15
10
10
8
8
3
5
48
30
8
7
14
nil
nil
nil
nil
nil
nil
143
124
58
44
29
25
21
13
12
9
7
4
11
59
51
12
7
7
14
12
2
2
2
1
45
40
8
1
7
21
5
3
2
nil
(1)
1
7
11
21
4
nil
(7)
14
12
2
2
2
1
46%
48%
16%
2%
32%
525%
31%
30%
20%
–
(13)%
33%
175%
23%
70%
50%
–
n/a
n/a
n/a
n/a
n/a
n/a
n/a
469
669
201
43%
2.3x
2.1x
2.1x
1.7x
1.1x
0.6x
1.8x
0.6x
1.5x
0.9x
0.1x
0.7x
n/a
5.3x
2.6x
0.9x
1.7x
n/a
6.3x
2.6x
2.4x
3.1x
2.7x
n/a
1.8x
1 Cash proceeds in the period over opening value realised.
2 Cash proceeds over cash invested. For partial realisations and recapitalisations, valuations of any remaining investment are included
in the multiple.
Table 5: Private Equity realisations by type for the year to 31 March
Trade sales
Secondaries
Loan repayment
Quoted asset sales
Deferred consideration
Other including management buybacks
Total
2014
£m
229
220
59
67
33
61
669
25
IRR
18%
17%
31%
12%
1%
(8)%
15%
(6)%
10%
(2)%
(48)%
(3)%
n/a
94%
23%
(1)%
21%
n/a
139%
21%
52%
31%
21%
n/a
n/a
2013
£m
362
25
6
117
18
47
575
3i Group plcAnnual report and accounts 2014Strategic report
26
Private Equity performance
Gross investment return
Table 6: Gross investment return for the year to 31 March
Realised profits over value on the disposal of investments
Unrealised profits on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable/(payable)
Foreign exchange on investments 1
Gross investment return 1
2014
£m
201
478
13
46
9
747
(100)
647
2013
£m
190
250
22
52
4
518
44
562
1 Following a change in presentation to align to strategy, foreign exchange revaluation movements on the portfolio are now shown as part of the
gross investment return. Comparatives have been restated accordingly.
The portfolio generated a gross investment return
of £647 million or 24% of the opening portfolio (2013:
£562 million, or 21%). Strong realisations at good uplifts
over opening value, as set out on page 25, contributed
£201 million of realised profit (2013: £190 million).
The remaining portfolio also performed well with value
growth of £478 million in the year (2013: £250 million).
This was underpinned by good value weighted earnings
growth of 19%, a multiple increase of 20%, following rises
in stock markets during the year and the re-rating of a small
number of assets, and stable net debt in the portfolio of 3.1x
EBITDA (2013: 10%, 7% and 3.2x). The majority of the portfolio
(87% by value) grew earnings in the year and the larger
investments continue to perform strongly. Chart 3 shows
earnings growth rates across the portfolio.
Chart 3: Portfolio earnings growth
weighted by March 2014 carrying values 1
549
587
393
166
148
67
23
<(20)%
(20)-(11)%
(10)-(1)%
0-9%
10-19%
20-30%
>30%
Last 12 months’ (LTM) earnings growth
3i carrying value at 31 March 2014 (£m)
1 Includes all companies valued on an earnings basis where
comparable earnings data is available. This represents 66%
of the Private Equity portfolio.
3i Group plcAnnual report and accounts 2014Strategic report 27
In the case of Action, the Benelux headquartered discount
retailer, EBITDA for valuation purposes is adjusted to reflect
a run-rate basis. Action is growing strongly due, in large part,
to its successful store roll-out programme. We believe this
run-rate methodology fairly reflects the high growth
characteristics of this business, and therefore its
maintainable earnings. We continue to monitor closely
the high level of transaction and IPO activity in the discount
retail sector in order to appropriately benchmark value
and have applied a 13.2x pre-discount and 12.5x post-discount
EBITDA multiple at 31 March 2014. Action is the largest
Private Equity investment by value, valued at £501 million
at 31 March 2014 (2013: £280 million), after a recapitalisation
which returned £59 million of proceeds in the year. At
31 March 2014, Action represented 17% of the Private Equity
portfolio (2013: 10%), and, based on the run-rate earnings
and capital structure at 31 March 2014, a 1x movement
in the EBITDA multiple applied would increase or decrease
value by c.£50 million.
We also saw strong value growth from successful IPOs
with Quintiles listing in May 2013, leading to unrealised
value growth of £62 million in addition to realised profits of
£21 million in the year. Since the period end, Phibro also listed
in the US and its value at 31 March 2014 reflected the IPO
price. Phibro recorded value growth of £42 million in the year.
Although performance overall was good, there were
inevitably a small number of investments where company
and geography specific issues impacted value. In total, we
saw reductions in value of £134 million offsetting the general
improvement. The largest negative movement related to
Hobbs, which was reduced in value by £26 million earlier
in the year; it was valued at £21 million at 31 March 2014,
which was in line with the valuation at 31 December 2013.
Forecast earnings, used when the forecast EBITDA outlook
is lower than the last 12 months’ data and a lead indicator
of negative portfolio outlook, were used for only four
investments at 31 March 2014, representing 9% of the
portfolio by number and 3% by value (2013: 11, 22% by
number and 11% by value).
The net debt position of the portfolio reduced marginally
in the period and the average ratio of net debt to EBITDA,
for those assets valued on an earnings basis, was 3.1x at
31 March 2014 (2013: 3.2x). Successful refinancings within the
portfolio extended the maturity of portfolio debt, with 79% of
the debt repayable in 2016 or later (2013: 65%). Chart 4 shows
the ratio of net debt to EBITDA weighted by portfolio value.
The combination of earnings growth and net debt reduction
(“performance”) led to a value increase of £182 million
(2013: £141 million).
Equity markets were strong throughout the year and the
average EBITDA multiple in the FTSE 250 increased by
20% to 13.3x in the period. As a matter of policy, we select
an appropriate multiple for each investment based on a
comparable set of quoted companies and we may also
apply caps and discounts to these comparable multiple
sets to take account of relevant size, sector and cycle
considerations as appropriate.
Against a strong market backdrop, we have applied these
to a greater proportion of the portfolio during the year.
The average EBITDA multiple used to value the Private Equity
portfolio increased by 20% to 10.6x before marketability
discount (2013: 8.8x) and 9.9x after marketability discount
(2013: 7.9x). This translated into a positive movement in the
period of £216 million (2013: £36 million). Excluding Action,
the average EBITDA multiple increased by 13% to 9.8x
pre discount (2013: 8.7x) which represented 9.0x (2013: 7.8x)
post discount.
Portfolio income of £68 million (2013: £78 million) decreased
as a result of net divestment activity. Income from loans
and receivables reduced as a result of net divestment to
£46 million (2013: £52 million), dividends received reduced
to £13 million (2013: £22 million) but other portfolio income
improved to £9 million (2013: £4 million) as we secured good
fees on increased investment activity.
81% of the Private Equity portfolio value at 31 March 2014
was invested outside the UK, with 59% in investments
denominated in euros and 16% denominated in US dollars.
The reduction in currency portfolio hedging during the year,
and sterling’s appreciation against the euro and dollar,
reduced the portfolio valuation at the balance sheet date
by £100 million in the period (2013: £44 million gain).
The long-term performance of the Private Equity business
is monitored through tracking the money multiple and IRR
of investments. Information detailing the performance of the
portfolio on a vintage by vintage basis, together with further
portfolio analysis, is available on 3i’s website www.3i.com.
Chart 4: Ratio of debt to EBITDA – Private Equity portfolio
weighted by March 2014 carrying values 1
721
624
608
492
380
26
<1x
1-2x
2-3x
3-4x
4-5x
5-6x
Ratio of net debt to EBITDA
3i carrying value at 31 March 2014 (£m)
1 This represents 98% of the Private Equity portfolio.
36
>6x
3i Group plcAnnual report and accounts 2014Strategic report 28
Private Equity performance
Fund Management activity
Table 7: Assets under management
Private Equity
Close date
3i Growth Capital Fund March 2010
3i Eurofund V
3i Eurofund IV
3i Eurofund III
Other
Total Private Equity AUM
Nov 2006
June 2004
July 1999
various
Original
fund size
Original 3i
commitment
€1,192m
€5,000m
€3,067m
€1,990m
various
€800m
€2,780m
€1,941m
€995m
various
Remaining 3i
commitment
at March
2014
%
invested
at March
2014
€376m
€292m
€78m
€90m
n/a
53%
90%
96%
91%
n/a
Gross
money
multiple1
at March
2014
1.3x
1.1x
2.3x
2.1x
n/a
Fee income
received
in the year
£m
2
14
1
–
–
17
AUM
€562m
€2,756m
€444m
€11m
£1,168m
£4,132m
1 Gross money multiple is the cash returned to the fund plus value as at 31 March 2014, as a multiple of cash invested.
Priorities for the year ahead
We seek to use our local teams to find opportunities and
selectively invest in our core markets of northern Europe and
North America, focused on international growth businesses.
We will work with co-investment partners on new
investments to strengthen relationships and further expand
the group of investors we will work with in the future.
We will continue to manage intensively the existing portfolio
by implementing clear value-building strategies and
realising investments well through carefully planned
and executed exit strategies. This will benefit both
3i and our third-party investors.
AUM reduced to £4,132 million at 31 March 2014 (2013:
£4,851 million) as a result of the net divestment activity in
the year and the strengthening of sterling against the euro.
We continued to build relationships with leading investors
who can invest alongside 3i in future transactions in return
for management fees, other income and carried interest.
Two of the three new investments made in the period,
JMJ and Basic-Fit, were partially funded through this route.
The performance of Eurofund V and the Growth Capital Fund
improved markedly in the year. At 31 March 2014, Eurofund V
had a gross money multiple of 1.13x invested capital
(2013: 0.91x) with strong performance from Action, EMT,
Hilite and Scandlines contributing to its improved value.
The Growth Capital Fund also grew returns strongly,
particularly supported by the performance of Quintiles
and full realisation of Hyperion.
Table 7 above details the current Private Equity AUM.
Fee income from third parties reduced in the period, as funds
that are past their investment periods continued to realise
investments from their portfolios. We continue to focus on
securing other fees as we increase investment to mitigate
this effect, but the net divestment position overall led to
a reduction in the third-party fee income to £17 million
(2013: £19 million).
3i Group plcAnnual report and accounts 2014Strategic report 29
Case study
Civica – Realisation
In May 2013, having run a carefully
planned sale process that attracted
significant interest, we sold Civica to
OMERS Private Equity. The enterprise
value of the transaction was £390 million,
and total proceeds to 3i of £124 million
represented a 2.1x money multiple
on its investment.
More information can be found at:
www.3i.com
Civica is a market leader
in specialist systems
and business process
services for public sector
organisations. It supplies
over 2,500 organisations
in the UK, Australia,
New Zealand, Singapore,
Canada and the US.
We invested in UK-based Civica in 2008,
alongside Eurofund V, in a public to
private transaction. We backed the
incumbent management team, led by
Simon Downing as Chief Executive and,
through our Business Leaders Network,
introduced Mike Jeffries as Chairman,
who brought 30 years of support services
experience including similar roles at
VT Group and WS Atkins.
Our investment helped accelerate Civica’s
strong underlying organic growth,
through the completion of 10 acquisitions
in the UK, Australia and New Zealand,
adding key product and geographical
presence. Further, we supported the
investment and diversification into
business process outsourcing which
helped significantly strengthen
Civica’s strategic positioning, during
a period of unprecedented change
in Government spending.
3i Group plcAnnual report and accounts 2014Strategic report 30
Infrastructure performance
Business lines
Introduction
3i’s Infrastructure business employs
31 investment professionals focused
on originating and managing both core
and Public Private Partnership (“PPP”)
infrastructure investments.
During the year we completed the acquisition of Barclays
Infrastructure Fund Management business (“BIFM”),
adding specialist investment skills in the PPP sector.
The leadership of the Infrastructure business changed
in the year. Cressida Hogg left 3i at the end of March and
Ben Loomes and Phil White were appointed Managing
Partners and Co-heads of the business.
At 31 March 2014, the underlying Infrastructure
portfolio consisted of 17 investments, held through
3i Infrastructure plc (“3iN”) and the 3i India Infrastructure
Fund (“India Fund”). The business also managed an additional
111 investments, held by the two funds managed by BIFM.
3i has no proprietary capital invested in these two funds.
Assets under management at 31 March 2014 were £2.3 billion
(2013: £1.6 billion) and the increase primarily reflects the
addition of two BIFM funds. The value of 3i’s Proprietary
Capital invested in the Infrastructure portfolio at
31 March 2014 was £487 million (2013: £507 million).
Ben Loomes
Managing Partner,
Co-head Infrastructure
Phil White
Managing Partner,
Co-head Infrastructure
“The European portfolio
continues to perform well,
while the acquisition of BIFM
has increased the breadth
of capability in the team.”
Infrastructure business model
3i’s Infrastructure business is focused on making and managing infrastructure investments, and in managing for value
the investments in the India Fund ahead of an exit. The strategy is built around the following components:
Originate
Manage the portfolio
Grow AUM
Focused on the core infrastructure
and PPP and renewable energy
project markets, primarily in the UK
and northern Europe.
Drive yield and capital growth from
investments by optimising their
operations over time, implementing
strategies that deliver value over
the long term.
By leveraging the breadth of
capability and product offering
to raise new funds.
The drivers of performance are balanced between growing fund management returns
and investment returns, particularly from 3i’s 34% equity holding in 3iN and 21% LP stake
in the India Fund.
3i Group plcAnnual report and accounts 2014Strategic report 31
Gross investment return in the period of £2 million, or 0% of
the opening portfolio (2013: £22 million or 4%), was impacted
by both operational and macroeconomic challenges in the
India Fund portfolio as well as the marked weakening of the
Indian rupee against sterling. The core European portfolio
continued to perform well.
Investment and
realisations activity
The level of competition for infrastructure assets in Europe
remained high in the year as they continue to be in demand
from an increasing range of investors for their defensive and
cash yielding characteristics. This was intensified by high
levels of debt availability for infrastructure investments.
Consequently, the team maintained a prudent approach to
new investment and the level of investment on behalf of its
advised and managed vehicles remained relatively low.
Table 8: Infrastructure investment in the year to 31 March 2014
A total of £84 million was invested by the vehicles managed
or advised by 3i. The largest single investment in the year
was Cross London Trains, a company established to procure
and lease the rolling stock for use on the Thameslink
passenger rail franchise, made by 3iN. 3iN also completed
the investments in the National Military Museum PPP project
in The Netherlands for £5 million and an investment in the
Mersey Gateway Bridge PPP project in the UK of £13 million.
These deals were both sourced by the new PPP team.
Table 8 provides details of the investments made in the year.
We sold one investment in the period, a stake in a small
manager of PPP funds, generating proceeds of £2 million and
a small profit on opening book value. Following the acquisition
of BIFM, there was no longer a strategic reason for retaining
a stake in that business.
Investment
Business description
Cross London Trains
National Military Museum
Mersey Gateway Bridge
Acquisition and on-leasing of passenger rolling stock
for the Thameslink rail network
Design, build, finance and maintenance of a museum facility
under a PFI framework
Design, build, finance and operating of a new tolled bridge
over the Mersey river
Other
Total
Date
June 2013
November
2013
March 2014
n/a
Total
investment
£m
Proprietary
Capital
investment
£m
62
5
13
4
84
–
–
–
–
–
3i Group plcAnnual report and accounts 2014Strategic report 32
Infrastructure performance
Gross investment return
Table 9: Gross investment return for the year to 31 March
Realised profits over value on the disposal of investments
Unrealised (losses) on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable
Foreign exchange on investments 1
Gross investment return 1
2014
£m
1
(13)
21
–
–
9
(7)
2
2013
£m
–
(2)
18
–
–
16
6
22
1 Following a change in presentation to align to strategy, foreign exchange revaluation movements on the portfolio are now shown as part of the
gross investment return. Comparatives have been restated accordingly.
The portfolio generated a gross investment return
of £2 million, or 0% of the opening portfolio
(2013: £22 million or 4%).
The value of the Group’s 34% holding in 3iN increased by 1%
in the year to 31 March 2014, generating an unrealised value
gain for the Group of £5 million for the year. The Group also
received dividend income of £21 million from 3iN in the
year (2013: £18 million). This return was underpinned by
the performance of 3iN’s European portfolio, which continued
to generate good levels of income and value growth.
In particular, 3iN’s holdings in Elenia and Eversholt saw
strong value gains, underpinned by the re-financing of their
acquisition debt facilities at attractive terms, as well as by
their continued strong operational performance. Its 10%
holding in AWG ended the year broadly flat in valuation terms.
The ongoing regulatory review of the UK water sector is
expected to conclude in December 2014. 3iN’s PPP portfolio
also delivered robust value gains and good levels of income.
The valuation of the India Fund investments continued to be
affected by a number of macroeconomic and market factors,
resulting in an unrealised value loss of £18 million, which
more than offset the gain generated by 3iN. The India Fund
power investments, in particular, have experienced issues
around fuel supply and costs and their ability to pass
increased fuel costs to their customers. The road investments
faced challenges in project execution due to delays relating
to land acquisitions and working capital constraints in the
construction sector.
At 31 March 2014, 22% of 3i’s Proprietary Capital underlying
portfolio was denominated in Indian rupees (2013: 32%).
The weakness in the Indian rupee and US dollar against
sterling impacted the portfolio valuation at the balance sheet
date. A translation charge of £7 million (2013: £6 million gain)
further offset the good underlying performance in Europe
in the period.
Further portfolio analysis can be found on 3i’s website,
www.3i.com.
3i Group plcAnnual report and accounts 2014Strategic report
33
Fund Management activity
Priorities for the year ahead
AUM increased to £2,294 million at 31 March 2014 (2013:
£1,579 million) as a result of the acquisition of BIFM and
growth in the NAV of 3iN, offset by a reduction due to foreign
exchange translation in the AUM of the India Fund which
is denominated in US dollars.
We continue to explore potential fund raising options,
with a focus on primary PPP investing as a result of the
expansion in capability in that area.
Table 10 below details the current Infrastructure AUM.
Fee income from third parties increased in the year to
£24 million (2013: £21 million) which reflects stable 3iN fee
income, four months of fee income from acquired funds and
lower fee income from the India Fund. BIFM is expected
to generate, prior to any additional fund raising, c.£7 million
in fee income next year.
Table 10: Assets under management
In Europe, we will maintain our rigorous investment approach,
focusing our activity in the core infrastructure and PPP
project markets in Europe, building on our market-leading
track record of returns.
We will continue to work with the management teams of the
portfolio to improve operational performance and deliver
value over the long term.
We aim to increase AUM through future capital raisings
for 3iN, as appropriate, and through targeted private fund
raisings, principally focused on PPP investments.
In India, we will focus on managing the existing portfolio
to maximise value in the realisation phase.
3iN
India Fund
BIIF
BEIF
Other
Total Infrastructure AUM
Close date
March 2007
March 2008
May 2008
July 2006
various
Original
fund
size
Original 3i
commitment
£1,072m2
US$1,195m
£680m
£280m
various
£366m3
US$250m
n/a
n/a
various
Remaining 3i
commitment
at March
2014
%
invested
at March
2014
n/a
$38m
n/a
n/a
n/a
n/a
73%
88%
93%
n/a
Gross
money
multiple1
at March
2014
n/a
0.7x
n/a
1.1x
n/a
Fee income
received
in the year
£m
16
6
1
1
–
24
AUM
£1,084m
$689m4
£604m
£100m
£102m
£2,294m
1 Gross money multiple is the cash returned to the fund plus value as at 31 March 2014, as a multiple of cash invested.
2 Based on latest published NAV (ex-dividend).
3 3i Group’s proportion of latest published NAV.
4 Adjusted to reflect 3i Infrastructure plc’s US$250 million share of the Fund.
3i Group plcAnnual report and accounts 2014Strategic report 34
Infrastructure performance
Case study
Acquisition of Barclays’ Infrastructure Fund
Management business
In November 2013,
3i completed the
acquisition from Barclays
of its infrastructure fund
management business.
The completion of this strategic
acquisition was a significant milestone
in the implementation of 3i’s strategy.
It demonstrated our commitment
to the growth of our infrastructure
business and reaffirmed our objective
to increase third-party fee income by
growing assets under management.
We intend to leverage our enhanced
infrastructure investment platform to
continue to bring incremental deal flow
to 3i Infrastructure plc and, over time,
raise new funds dedicated to investing
in PPP and low-risk energy projects
across developed markets.
More information can be found at:
www.3i.com
The business currently manages
two active unlisted funds that
invest in UK and European PPP
and energy projects, with assets
under management of over
£700 million. The acquisition has
broadened the capabilities and
expertise of 3i’s infrastructure
investment team, expanding its
access to the growing PPP and
low-risk energy project market
across Europe.
The 21-strong team, based at
3i’s offices in London and Paris,
was incorporated into 3i’s existing
investment business. Since joining
3i, the team has been working
seamlessly with the core infrastructure
investment team, completing
two new investments in UK and
European primary PPP projects
for 3i Infrastructure plc: in the
Dutch National Military Museum
and the Mersey Gateway Bridge.
3i Group plcAnnual report and accounts 2014Strategic report Debt Management performance
Business lines
35
Introduction
3i’s Debt Management business
employs 29 investment professionals
focused on managing funds that invest
in corporate debt in both Europe and
North America.
As at 31 March 2014, the Debt Management business
managed 28 funds principally being Collateralised Loan
Obligations (“CLOs”). Assets under management at 31 March
2014 were £6.5 billion (2013: £6.4 billion) and the increase
primarily reflects the raising of four CLOs during the year,
including our first in Europe since the establishment of the
business in 2011. This AUM growth was offset by reductions
in older funds as they passed their re-investment period and
capital was distributed to investors. The value of 3i’s
Proprietary Capital invested in the Debt Management portfolio
at 31 March 2014 was £143 million (2013: £81 million).
Gross investment return in the period of £16 million or 20%
of the opening portfolio (2013: £14 million or 33%) was good
and reflected the strong performance of the funds and
a consequent increase in both the valuation of our holdings
and cash income in the year.
The level of investment activity increased as 3i invested in
three of the four CLOs raised and also provided capital to
establish warehouse facilities in order to build up portfolios
of assets ahead of future fund raises. £61 million was invested
in the year (2013: £23 million).
Jeremy Ghose
Managing Partner and CEO, 3i Debt Management
“Successful CLO fund launches,
as well as continued strong track
records in both Europe and
the US, position the business
for further growth.”
Debt Management business model
3i’s Debt Management business is focused on raising and managing corporate debt funds in Europe and North America.
Originate
Monitor
Grow
Fee income and
portfolio return
Access investment
opportunities through
relationships with primary
debt providers and private
equity sponsors in Europe
and North America.
In-depth credit analysis
of opportunities and
close monitoring of
existing portfolio by
sector specialists.
Growing AUM on the
back of a strong investment
track record.
Generate fees on third-party
capital and investment
return on 3i’s investment
alongside third parties.
The key element of return is the fund management income and profit through careful
management of costs. As the value of the portfolio increases through further investment into
new funds raised, the gross investment return will remain a key component of overall returns.
3i Group plcAnnual report and accounts 2014Strategic report 36
Debt Management performance
Investment and
realisations activity
In 2013, the European CLO market re-opened, supported by
increased economic confidence and increased private equity
deal flow at the larger end of the market. During 2013,
20 European CLOs were raised with a value of €7.4 billion,
while no CLOs were raised in 2012. The US CLO market
continued to build on its momentum from 2012 during the
first half of 2013, with record quarterly levels of CLO issuance
seen in the second quarter. Increasing concerns about future
US regulation (particularly the Volcker Rule) dampened
activity in the second half, however issuance in early 2014
was at strong levels, following the announcement by the
Federal Reserve that banks will be given until July 2017
to comply with the Volcker Rule.
The Debt Management business closed two European CLOs
in the period and 3i invested £34 million into these launches
alongside third-party investors. There were two CLO launches
in the US, into which 3i invested £6 million. In addition, 3i has
committed £80 million to create warehouse facilities in both
the US and Europe to support the creation of portfolios ahead
of future fund launches. During the year, £21 million was
invested into these facilities.
Table 11 provides details of the investments made in the year.
Following a successful close and a period of good trading, the
decision was taken to sell our equity holding in Jamestown I.
This generated proceeds of £5.5 million, and crystallised
a small realised profit.
Table 11: Debt Management investment in the year to 31 March 2014
Investment
Type
Business description
New
Harvest VIII
New
Jamestown III
Harvest VII
New
European and US warehouses New
Total
European senior debt CLO
North American senior debt CLO
European senior debt CLO
Pre-CLO portfolio accumulation vehicles
Date
March 2014
December 2013
September 2013
n/a
Proprietary
Capital
investment
£m
18
6
16
21
61
Gross investment return
The portfolio generated a gross investment return
of £16 million, or 20% of the opening portfolio
(2013: £14 million or 33%).
A small realised gain was recognised on the sale
of our equity holding in Jamestown I.
Unrealised gains of £10 million reflect uplifts in the
mark-to-market valuations of the equity stakes in our
CLOs, as well as the valuation movement of our holding
in the Credit Opportunities Fund (Palace Street I) and
the warehouse vehicles used to launch CLOs.
Yield is generated from the Debt Management portfolio both
from distributions on our equity held in the CLOs and Palace
Street I (£10 million) and interest received on our warehouse
vehicles (£4 million).
Foreign exchange movements reflect the strengthening
of sterling in the year, as most of our portfolio is denominated
either in US dollars or euros.
Further portfolio analysis can be found on 3i’s website,
www.3i.com.
3i Group plcAnnual report and accounts 2014Strategic report Table 12: Gross investment return for the year to 31 March
Realised profits over value on the disposal of investments
Unrealised profits on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees (payable)
Foreign exchange on investments 1
Gross investment return 1
37
2014
£m
2013
£m
–
10
10
4
(2)
22
(6)
16
–
5
6
1
–
12
2
14
1 Following a change in presentation to align to strategy, foreign exchange revaluation movements on the portfolio are now shown as part
of the gross investment return. Comparatives have been restated accordingly.
Fund Management activity
Priorities for the year ahead
We continue to manage the existing funds to maintain
our strong track record of returns, ensuring we remain
a preferred manager of corporate debt funds.
We will prioritise further CLO launches in both Europe and
the US in order to replace maturing AUM and increase our
investment potential.
We will maintain a focus on costs to ensure fees exceed
operating expenses.
We will consider further inorganic growth opportunities, or
diversification, where fee income from acquired management
contracts or platforms would be incrementally profitable.
AUM increased to £6,485 million at 31 March 2014 (2013:
£6,440 million) as a result of the launch of two CLOs in
Europe and two in North America. This was largely offset
by the reduction in AUM in several of the CLOs that are now
past their re-investment period and making distributions
to investors and foreign exchange.
Table 13 on page 38 details the current Debt
Management AUM.
Fee income from third parties increased to £32 million
in the year (2013: £31 million) as AUM grew and we had
the benefit of a full year of fees from acquisitions made
in FY2013. Of this, 78% was generated in Europe and
22% in the US.
In the year ended 31 March 2013 catch-up fees relating
to earlier periods of £6 million were received in relation to
improved fund performance as accrued subordinated fees
became payable once funds had met their performance
hurdles. In the year ended 31 March 2014, no such fees
were received. Therefore, excluding catch-up fees, fee
income has increased by £7 million in the year.
CLO fees remain the core of the business and accounted
for 81% of the total fees received in the year (2013: 79%).
The active CLO markets in both Europe and the US,
as discussed above, are therefore important.
3i Group plcAnnual report and accounts 2014Strategic report
38
Debt Management performance
Table 13: Assets under management
Closing
date
Reinvestment
period end
Maturity
date
Par
value of
fund at
launch 1
Realised
equity
money
multiple 2
Annualised
equity cash
AUM
yield3, 4, 5
Fees
received
in the year
£m
European CLO funds
Harvest CLO VIII
Harvest CLO VII
Windmill CLO I
Axius CLO
Coniston CLO
Harvest CLO V
Garda CLO
Harvest CLO IV
Harvest CLO III
Harvest CLO II
Alzette CLO
Petrusse CLO
Harvest CLO I
US CLO funds
COA Summit
Jamestown CLO III
Jamestown CLO II
Jamestown CLO I
Fraser Sullivan CLO VII
Fraser Sullivan CLO VI
COA Caerus CLO
Fraser Sullivan CLO II
Fraser Sullivan CLO I
Other funds
Vintage II
Palace Street I
Senior Loan Fund
COA Fund
Vintage I
Friday Street
European Warehouse
vehicles
US Warehouse vehicles
Total
Mar-14
Sep-13
Oct-07
Oct-07
Aug-07
Apr-07
Feb-07
Jun-06
Apr-06
Apr-05
Dec-04
Jun-04
Apr-04
Mar-14
Dec-13
Feb-13
Nov-12
Apr-12
Nov-11
Dec-07
Dec-06
Mar-06
Nov-11
Aug-11
Jul-09
Nov-07
Mar-07
Aug-06
n/a
n/a
Apr-18
Oct-17
Dec-14
Nov-13
Jun-13
May-14
Apr-13
Jul-13
Jun-13
May-12
Dec-10
Sep-09
Mar-09
Apr-15
Jan-18
Jan-17
Nov-16
Apr-15
Nov-14
Jan-15
Dec-12
Mar-12
Sept-13
n/a
n/a
n/a
Mar-09
Aug-08
n/a
n/a
Apr-26
Oct-25
Dec-29
Nov-23
Jul-24
May-24
Apr-22
Jul-21
Jun-21
May-20
Dec-20
Dec-17
Mar-17
Apr-23
Jan-26
Jan-25
Nov-24
Apr-23
Nov-22
Dec-19
Dec-20
Mar-20
n/a
n/a
n/a
n/a
Jan-22
Aug-14
n/a
n/a
€425m
€310m
€500m
€350m
€409m
€632m
€358m
€750m
€650m
€540m
€362m
€295m
€514m
US$416m
US$516m
US$510m
US$461m
US$459m
US$409m
US$240m
US$500m
US$500m
US$400m
n/a
n/a
n/a
€500m
€300m
n/a
n/a
n/a
n/a
0.7x
0.4x
0.7x
0.4x
1.0x
0.9x
0.8x
1.2x
0.7x
0.4x
0.7x
n/a
n/a
0.2x
0.2x
0.4x
0.4x
1.4x
1.7x
1.5x
n/a
n/a
n/a
n/a
5.0x
0.3x
n/a
n/a
€425m
€301m
€479m
€319m
€350m
€590m
€291m
€668m
€550m
€323m
€86m
€41m
€89m
£3,741m
US$401m
US$499m
US$503m
US$454m
US$454m
US$403m
US$242m
US$323m
US$221m
£2,104m
US$235m
€50m
US$79m
US$38m6
€333m
€62m
€35m
US$50m
£640m6
£6,485m
n/a
n/a
6.9%
5.0%
11.8%
6.4%
14.3%
12.1%
10.3%
13.6%
7.2%
4.3%
7.0%
Average:
8.9%
n/a
n/a
18.2%
18.8%
21.3%
17.5%
24.0%
22.9%
19.3%
Average:
20.3%
1.4x
11.1%
9.1%
(1.5)%
5.1x4
3.2%
n/a
n/a
–
0.7
1.7
1.0
1.7
3.7
1.7
2.4
3.3
2.4
0.8
0.1
0.2
–
0.4
1.7
1.4
n/a
n/a
n/a
1.6
1.2
1.1
n/a
0.2
0.8
3.6
0.3
n/a
n/a
1 Includes par value of assets and principal cash amount.
2 Multiple of total equity distributions over par value of equity at launch.
3 Average annualised returns since inception of CLOs calculated as annualised cash distributions over par value of equity. Excludes unrealised
equity remaining in CLO.
4 Vintage I & II returns is shown as gross money multiple which is cash returned to the Fund plus value as at 31 March 2014, as a multiple of cash invested.
5 The annualised returns for the COA Fund and Senior Loan Fund are the annualised net returns of the Funds since inception.
6 The COA Fund AUM excludes the market value of investments the fund has made in 3i Debt Management US CLO funds (US$173 million
as at 31 March 2014).
3i Group plcAnnual report and accounts 2014Strategic report 39
Case study
Harvest CLO VII
Harvest CLO VII was
the first new CLO in the
Harvest series launched
post the global financial
crisis and since 3i’s
ownership. It was also
among the first post crisis
European CLOs (so called
CLO 2.0). CLOs buy
corporate loans using
securitisation techniques.
3i Debt Management teamed up with
Resource Capital Markets (a subsidiary
of Resource America) to underwrite
the equity tranche which provided
a high level of certainty of execution.
A total of €310 million was raised in a
range of rated notes from a variety of
investors after 3i Debt Management
was able to demonstrate necessary
access to credit markets and the ability
to manage the resultant portfolio.
Successfully concluding Harvest CLO
VII showed the ability of 3i Group to
raise third-party capital. The equity
investment is projected to deliver
double digit returns and managing the
portfolio will also generate attractive
long-term annual management fees.
Harvest VII closed in September 2013
and has been followed by the larger
€425 million Harvest CLO VIII which
closed in March 2014.
Altogether, this brings the total of funds
raised by 3i to US$2.8 billion from
CLOs in the last 18 months.
More information can be found at:
www.3i.com
3i Group plcAnnual report and accounts 2014Strategic report 40
Financial review
Basis
Since the adoption of IFRS by the Group in the year ended
31 March 2006, there has been discussion about whether
investment companies, such as 3i, should be exempt from
consolidation for its portfolio investments. The introduction
of the accounting standard, IFRS 10, has resolved this point
with the introduction of an investment entity exception, which
is an excellent outcome as consolidation of our portfolio
investments would both be impractical and limit the
usefulness of our statutory accounts. We have therefore
decided to adopt this standard early to benefit from the
exception. However, the detailed application of the standard
has reduced the transparency of the Group’s underlying
operating performance because we are now required to fair
value a number of intermediate holding companies that were
previously consolidated line by line. This fair value approach,
applied at the intermediate holding company level, effectively
obscures the performance of our proprietary capital
investments and associated transactions occurring in
the intermediate holding companies. As a result, we have
introduced separate “Investment basis” Statements of
comprehensive income, financial position and cash flow
for the first time to aid users of our report. The numbers
presented in the Overview and Strategic report refer to this
Investment basis. A more detailed discussion of the impact
of IFRS 10 is included on page 53.
The commentary in this section refers to the Investment basis
financial statements because we believe they provide a more
understandable view of our performance. On pages 54 to 57,
we have presented a reconciliation of our Investment basis
financial statements to the audited IFRS statements which
are presented in full from page 103 onwards. Total return and
net assets are equal under each basis; the Investment basis
is simply a “look through” of IFRS 10 to present the underlying
investment performance.
We have also taken the opportunity to align our Investment
basis total return statement more closely to how the business
is managed on a day-to-day basis. Specifically, following the
reduction in foreign exchange hedging and, instead, the
consideration of foreign currency risks as part of the
investment process, we have included net foreign exchange
movements relating to the portfolio in a new subtotal, gross
investment return, as the key measure of investment
performance. The previous measure, gross portfolio return,
excluded net foreign exchange movements. We have also
separately analysed the impact of acquisition accounting as
“Acquisition related earn-out charges”, which was previously
included in carry payable.
Table 14: Total return for the year to 31 March
Investment basis
Realised profits over value on disposal of investments
Unrealised profits on revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable
Foreign exchange on investments
Gross investment return
Fees receivable from external funds
Operating expenses
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Other (loss)/income
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Income taxes
Re-measurements of defined benefit plans
Total comprehensive income (“Total return”)
Total return on opening shareholders’ funds
2014
£m
202
475
44
50
7
(113)
665
73
(136)
3
(54)
10
(3)
–
3
(85)
(6)
470
(3)
11
478
16.3%
2013
£m
190
253
46
53
4
52
598
71
(170)
6
(101)
(6)
(22)
(3)
4
(12)
(7)
358
(6)
21
373
14.2%
3i Group plcAnnual report and accounts 2014Strategic report 41
Operating profit includes gross investment return,
management fee income generated from managing external
funds, the costs of running our business, net interest payable,
movements in the fair value of derivatives, other losses and
carried interest receivable or payable. Finally, total return
comprises operating profit less any tax charge and movement
in the actuarial valuation of the historic defined benefit
pension scheme.
Each of these aspects of our returns is considered in greater
detail in this review.
The Group generated a total return of £478 million, or a profit
on opening shareholders’ funds of 16.3% (2013: £373 million
or 14.2%). This reflects further progress and achievement
in the implementation of our strategic priorities, with good
realisations at strong uplifts to opening value, an improvement
in our cost and income balance, and a further reduction
in gross debt. However, continuing strength in sterling had
a negative impact on the results for the year in respect of
foreign exchange translation.
The operating profits of the Proprietary Capital and Fund
Management business are analysed on pages 42 to 46 and
the remaining items that contribute to total return on page 47.
Total operating expenses
Operating expenses of the Group were £136 million in the
year (2013: £170 million) and included restructuring costs of
£9 million (2013: £30 million) in respect of redundancy, office
closures and organisational changes. Operating expenses as
a percentage of weighted average AUM decreased to 1.0%
(2013: 1.3%) as a result of the further reduction in like-for-like
costs combined with the BIFM acquisition and new CLO fund
launches in the year which increased the cost efficiency
of the Group (excluding restructuring costs).
We achieved annualised like-for-like run-rate operating cost
savings of £70 million at 31 March 2014 against our run-rate
of £185 million at 31 March 2012. This represents a reduction
of 38% and exceeds our revised target to achieve cost savings
of £60 million by 31 March 2014. Of this total, £19 million of
run-rate savings were achieved during the year ended
31 March 2014.
The main savings in operating costs since 31 March 2012
have come from headcount reductions, with average
headcount of 277 in 2014 compared to 358 in the prior year.
The majority of the staff changes were implemented in the
year ended 31 March 2013. As at 31 March 2014, headcount
was 266, compared to 282 at 31 March 2013 and 435 at
31 March 2012. The addition of 21 staff as a result of the BIFM
acquisition was offset by a net reduction of 37 staff across
the remainder of the Group during the year. The next most
significant saving related to property costs, as a direct
consequence of headcount changes.
Restructuring costs of £9 million were incurred during the
year in order to effect further changes to staff, offices and
other cost savings. This total was higher than the £7 million
originally estimated, reflecting the costs of reducing the level
of resource applied to Brazil and, in particular, the severance
costs of the team, which were not anticipated in the original
target. However, the ratio of run-rate cost savings to
restructuring costs is better than originally targeted, with
£70 million of run-rate cost savings achieved at a cost of
£39 million, representing a 1.8x ratio, compared with the
original target of £45 million savings and £30 million
restructuring costs (1.5x).
The cost reduction initiatives outlined in the strategic
announcement in June 2012 are largely complete and we
will no longer report operating expenses on a run-rate basis
as we expect it to converge and to be in line with the actuals
in all material respects.
Table 15: Operating expenses for the year to 31 March
Operating expenses
Operating expenses excluding restructuring costs
Operating expenses/AUM 1 (excluding restructuring costs)
Run-rate operating expenses at 31 March
Run-rate operating expenses/AUM 1
2014
£m
136
127
1.0%
129
1.0%
2013
£m
170
140
1.3%
140
1.1%
1 Actual operating expenses measured as a percentage of weighted average AUM. Run-rate operating expenses measured as a percentage
of closing AUM.
3i Group plcAnnual report and accounts 2014Strategic report 42
Financial review
Annual operating cash profit
Table 16: Annual operating cash profit for the year to 31 March
Third-party capital fees
Cash portfolio fees
Cash portfolio dividends and interest
Cash income
Operating expenses1
Less: Restructuring costs
Annual operating cash profit/(loss)
1 Operating expenses include accruals, the effect of which is not considered material.
2014
£m
75
4
53
132
136
(9)
127
5
2013
£m
70
4
58
132
170
(30)
140
(8)
In June 2012, the Group set an objective of generating cash
income, from third-party fees and portfolio income, sufficient
to cover the operating expenses incurred in the year, prior
to restructuring costs. We call this “annual operating
cash profit”.
The annual operating cash profit position improved from a
loss of £(8) million in the year to 31 March 2013 to a profit of
£5 million in the year to 31 March 2014. This is the first year
the Group achieved an operating cash profit in more than a
decade. This is a significant step in improving the profitability
of the Group’s operating model.
Third-party AUM increased during the year following the
acquisition of BIFM and the launch of four Debt Management
funds. The growth in third-party AUM, and a focus on
generating cash income from the portfolio, has meant the
Group has been able to maintain its cash income despite
net divestment activity in Private Equity. Cash income was
stable at £132 million (2013: £132 million), with a £5 million
increase in third-party fees and a £5 million decrease in
portfolio income.
The benefits of the cost reduction programme are now being
seen with actual costs (excluding restructuring costs)
incurred during the year of £127 million (2013: £140 million)
including £6 million of additional costs relating to acquisitions.
The cost reduction programme has delivered £70 million
of run-rate operating cost savings from the initial £185 million
cost base, a reduction of 38%, before adding costs relating
to acquired businesses.
Proprietary Capital returns
Our Proprietary Capital business is assessed on operating
profit before carry, which comprises gross investment return,
operating expenses, a fee paid to the Fund Management
business and balance sheet funding expenses such as
interest payable. Overall operating profit before carry of
£539 million (2013: £386 million) was £153 million higher
than the prior year and this was underpinned by strong
gross investment return and a reduction in costs.
By business line, the gross investment return on the opening
portfolio was 24% from Private Equity (2013: 21%), 0% from
Infrastructure (2013: 4%) and 20% from Debt Management
(2013: 33%). Private Equity accounts for 82% of the
Proprietary Capital portfolio at 31 March 2014 (2013: 83%)
and remains the primary driver of performance for the
Proprietary Capital segment. Business line performance
is discussed in more detail on pages 23 to 39.
Realised profits
Realised profits at £202 million in the year to 31 March 2014
(2013: £190 million) demonstrated a second consecutive year
of strong exits and were achieved at an uplift over opening
value of 43% (2013: 46%). We continue to pursue exits through
careful exit planning, particularly for our older, smaller and
non-core geography assets.
The majority of the realisations were from the Private Equity
portfolio, which contributed £669 million of the £677 million
proceeds. Table 4 on page 25 details the Private Equity
realisations in the period and sets out the accounting uplift
reflected in the annual total return and the longer-term
cash-to-cash results. The Private Equity realisations
completed in the year produced a money multiple of
1.8x over their investment life.
3i Group plcAnnual report and accounts 2014Strategic report
Table 17: Proprietary Capital operating profit for the year to 31 March
Realised profits over value on disposal of investments
Unrealised profits on revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable1
Foreign exchange on investments 2
Gross investment return 1,2
Synthetic fee paid to Fund Management business
Operating expenses
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements 2
Other (loss)/income
Operating profit before carry
43
2013
£m
190
253
46
53
4
52
598
(56)
(30)
6
(101)
(6)
(22)
(3)
386
2014
£m
202
475
44
50
4
(113)
662
(51)
(28)
3
(54)
10
(3)
–
539
1 Fees receivable exclude £3 million allocated to Fund Management.
2 Following a change in presentation to align to strategy, foreign exchange revaluation movements on the portfolio are being shown as part
of the gross investment return. Comparatives have been restated accordingly.
Unrealised value movements
Table 18: Unrealised profits/(losses) on revaluation of investments for the year to 31 March
Private Equity
Earnings based valuations
Performance
Multiple movements
Other bases
Provisions
Uplift to imminent sale
Discounted Cash Flow
Other movements on unquoted investments
Quoted portfolio
Infrastructure
Quoted portfolio
Discounted Cash Flow
Other movements on unquoted valuations
Debt Management 1
Total
2014
£m
2013
£m
182
216
–
9
11
(10)
70
6
(19)
–
10
475
141
36
4
24
(28)
73
–
11
(13)
–
5
253
1 Debt Management includes value movement on equity stakes in CLO vehicles, direct holdings in warehouse vehicles, and the net asset
value movement on Palace Street I. Unrealised profits/(losses) in the year to 31 March 2013 have been restated for the change in treatment
of Palace Street I under the Investment basis.
3i Group plcAnnual report and accounts 2014Strategic report
44
Financial review
Performance
The performance category measures the impact of earnings
and net debt movements for the portfolio companies valued
on an earnings basis. In general, when valuing a portfolio
investment on an earnings basis, the earnings used in the
March valuations are the last 12 months’ management
accounts data to December, unless the current year forecast
indicates a lower maintainable earnings level. Where
appropriate, adjustments are made to earnings on a
pro forma basis for acquisitions, disposals and non-recurring
items. In the case of one company, Action, which is
experiencing significant growth due to its store roll-out
programme, a run-rate adjustment is made to its earnings
to reflect profitability of opened stores for valuation purposes.
Improvements in the performance of the portfolio valued
on an earnings basis resulted in an increase in value of
£182 million (2013: £141 million). Value weighted earnings,
the most relevant measure of NAV impact, increased by 19%
in the year, demonstrating that the portfolio’s largest assets
are delivering strong improvements in performance, while
net debt in the portfolio reduced marginally to 3.1x
(2013: 3.2x).
Multiple movements
Increases in quoted prices for comparable businesses over
the year, together with a re-rating of a small number of assets
(most notably Action), have led to an increase in the weighted
average EBITDA multiple of the portfolio to 10.6x before
marketability discount (2013: 8.8x) and 9.9x after marketability
discount (2013: 7.9x). Excluding Action, the largest asset by
value and the asset with the highest multiple applied to
earnings, the weighted average EBITDA multiple of the
portfolio has increased to 9.8x before marketability discount
(2013: 8.7x) and 9.0x after marketability discount (2013: 7.8x).
The increase in the year has generated an increase in value
of £216 million (2013: £36 million).
Provisions
A provision is recognised where we anticipate that there
is a 50% or greater chance that the Group’s investment in
the portfolio company will fail within the next 12 months.
No new provisions or reversals were made during the year.
Imminent sale
Portfolio companies which are well advanced in a negotiated
sales process are valued on an imminent sale basis. At
31 March 2014, while there are a number of ongoing sales
processes, only two were sufficiently progressed to value
on this basis and the uplift to imminent sale was £9 million
(2013: £24 million).
Discounted Cash Flow
The Discounted Cash Flow (DCF) valuation basis is used
to value portfolio companies with predictable and stable
cash flows. This is typically used for investments in our
Infrastructure business, however one significant Private
Equity investment, Scandlines is now valued on a DCF
basis as it has a number of similar characteristics to an
infrastructure investment. As at 31 March 2014, there were
eight portfolio companies valued using the DCF valuation
basis, the majority of which relate to the Group’s Indian
Infrastructure portfolio. Value growth in Scandlines was
offset by unrealised losses as a result of the continued
challenging environment in India, leading to a net loss on
cases valued using DCF models of £(8) million in the year
(2013: £(41) million).
Other
Where a different valuation basis is more appropriate for a
portfolio company, the “other” category is used to determine
fair value, for example, the sum of the parts of the business
or industry specific methods. Unrealised losses of £10 million
were incurred in the year to 31 March 2014 (2013: gains
of £73 million).
Quoted portfolio
The quoted portfolio was valued at £554 million at 31 March
2014 and now represents 16% (2013: £431 million, 13%) of
the Group’s total portfolio. The Group’s 34% investment in
3i Infrastructure plc represents the majority of the quoted
portfolio at £404 million. 3i Infrastructure plc’s share price
increased by 1% in the year, resulting in value growth of
£5 million. The IPO of Quintiles was completed in May 2013
and following sales of the Group’s holding in the business,
the value of Quintiles at 31 March 2014 was £122 million.
The total investment return from Quintiles in the period,
including realised profits, unrealised profits and income
was £87 million. The IPO of Phibro was completed after
the end of the period. At 31 March 2014 this continued
to be valued on an earnings basis so is not included in
the quoted portfolio.
Table 19: Proportion of portfolio value by valuation basis
as at 31 March
Earnings
Imminent sale
Quoted
Discounted Cash Flow
Other
Debt Management
2014
%
2013
%
65
1
16
8
6
4
67
2
13
7
9
2
3i Group plcAnnual report and accounts 2014Strategic report 45
As at 31 March 2014, a 1% movement in the euro, US dollar
and the rupee would give rise to a £13 million, £6 million and
£1 million movement in total return respectively.
Proprietary Capital costs
Synthetic fees are included in the operating profit of the
Proprietary Capital business to reflect the fees that this
business would have to pay if the assets were managed
externally at market rates. The fall in synthetic fees
to £51 million (2013: £56 million) reflects the lower level
of Proprietary Capital being managed as a result of net
divestment during the period.
A proportion of the Group’s total operating expenses is
allocated to Proprietary Capital, being those costs assessed
as having been incurred in running a listed investment trust.
These include 100% of costs in relation to the CEO and Group
Finance Director and elements of finance, IT, property and
compliance. Operating expenses of £28 million were broadly
flat compared to last year (2013: £30 million) as the
substantial cost reductions in the Proprietary Capital
business, made as part of the cost reduction programme,
were implemented early in FY2013. A more detailed analysis
of the Group’s total operating expenses is provided on page 41.
Net interest payable
Gross interest payable for the year was £54 million (2013:
£101 million), 10% below the target of £60 million. During the
year we further reduced gross debt, repaying £164 million
of drawings under a revolving credit facility. The current gross
debt position is detailed further on page 49 and in Note 21.
Interest receivable reduced to £3 million (2013: £6 million)
in the year, as a result of the lower level of cash and deposits
held by the Group and lower levels of interest received on
that cash.
Derivative movements
The Group historically used foreign exchange and interest
rate derivative contracts as part of its hedging programmes.
The £10 million gain recognised from the fair value movement
of the derivatives during the year (2013: £6 million loss),
principally related to a long-term legacy interest rate swap,
which has now been closed out.
Consistent with the strategic focus on cash-to-cash returns,
the residual foreign exchange derivatives will be closed out
early if appropriate, depending on the balance of currency
cash flows, or else allowed to expire and not be replaced.
We will continue to consider foreign exchange risk at the point
of investment and divestment and occasionally hedge these
transactions with short-term derivatives.
Debt Management
The Debt Management business line has investments
in a number of the CLOs which the Group manages, as
well as in the Credit Opportunities Fund, Palace Street I
and the 3i Senior Loan Fund. The Group also invests in
Warehouse facilities to support the creation of portfolios
for future fund launches.
The CLOs are valued on the basis, where possible, of quotes
from the arranging brokers, substantiated by internal
modelling of the future returns of the investment and
third-party databases of prices. At 31 March 2014 the value of
the equity stakes in CLOs was £67 million (2013: £26 million).
Warehouse facilities are valued directly on the mark-to-
market of the underlying debt held, and at 31 March 2014
these totalled £17 million (2013: £nil). The NAV of Palace Street
I at 31 March 2014 was £53 million (2013: £48 million) and the
value of the equity held in the US Senior Loan Fund was
£6 million (2013: £7 million).
Portfolio income
Table 20: Portfolio income for the year to 31 March
Dividends
Income from loans and receivables
Net fees receivable
Portfolio income
Received as cash
Cash income/opening portfolio
2014
£m
44
50
7
101
57
1.7%
2013
£m
46
53
4
103
62
1.9%
Income from the portfolio was £101 million in the year to
31 March 2014 (2013: £103 million). Dividends of £44 million
were received (2013: £46 million), including £21 million from
3i Infrastructure plc, £5 million from Phibro, a US Private
Equity healthcare investment, and £8 million from Debt
Management investments. Interest income totalled
£50 million (2013: £53 million).
A further £7 million in net deal fees was received in the year
(2013: £4 million), principally relating to fees received on
completing new investments and annual monitoring fees paid
by portfolio companies. Of the total, £4 million was allocated
to the Proprietary Capital business and £3 million to the Fund
Management business, in line with the split of investment
between proprietary capital and third-party funds.
Portfolio income received as cash during the year was
£57 million (2013: £62 million).
Net foreign exchange movements
The total net foreign exchange loss of £116 million (2013:
£30 million gain) was driven by the strengthening of sterling
against the euro (1.9%), US dollar (8.8%), Indian rupee (17.3%),
Brazilian real (18.8%) and Swedish krona (8.4%) resulting in
losses of £17 million, £61 million, £14 million, £8 million and
£8 million respectively. The net foreign exchange loss also
reflects the translation of non-portfolio net assets, including
non-sterling cash held at the balance sheet date.
3i Group plcAnnual report and accounts 2014Strategic report 46
Financial review
Fund Management returns
Table 21: Fund Management operating profit
for the year to 31 March
Portfolio fee income
Fees receivable from external funds
Synthetic fee receivable from
Proprietary Capital business
Operating expenses
Operating profit before carry
Restructuring costs
Amortisation costs
Underlying Fund Management profit
2014
£m
3
73
51
(108)
19
8
6
33
2013
£m
–
71
56
(140)
(13)
24
6
17
Our Fund Management business comprises the investment
teams of our Private Equity, Infrastructure and Debt
Management businesses.
It is assessed on operating profit before carry which
comprises fee income from third parties as well as a
synthetic fee received from the Proprietary Capital business,
less operating expenses. Overall operating profit before carry
of £19 million for the period was £32 million higher than the
prior year, as fee income remained stable and the benefits
of the cost reduction programme became apparent.
The Group’s Fund Management income is driven by total
assets under management (“AUM”), which were £12.9 billion
at 31 March 2014 (2013: £12.9 billion). The acquisition of BIFM
and the launch of four Debt Management funds offset a fall
in AUM from the net divestment activity in Private Equity.
The proportion of third-party assets under management
grew to 74% from 71% during the year.
For the Fund Management business to be profitable,
costs have to be managed closely to ensure they remain
appropriate and consistent with third-party benchmarks,
where available. The positive impact of the cost reduction
programme initiated in June 2012 is now clear. Fund
Management operating expenses fell by 23% in the period
to £108 million (2013: £140 million), including £8 million
of restructuring costs (2013: £24 million) and the addition
of £6 million of costs relating to acquisitions in the period.
Consequently, Fund Management improved both its absolute
profit and profit margin in the period. Fund Management
operating profit at £19 million represented a margin of 15%
(2013: £13 million loss and (10)%). On an underlying basis,
excluding restructuring and amortisation costs, operating
profit was £33 million (2013: £17 million) at a margin of 26%
(2013: 13%).
Fees receivable from external funds
Fees earned from external funds of £73 million in the period
were marginally higher than the prior year (2013: £71 million).
Our Debt Management business line continued to generate
strong fund fee income of £32 million, in line with the prior
year (2013: £31 million). In the year ended 31 March 2013,
catch-up fees relating to earlier periods of £6 million were
received in relation to improved fund performance, as
accrued subordinated fees became payable once funds had
met their performance hurdles. In the year ended 31 March
2014, no such fees were received. Therefore, on a like-for-like
basis, fee income has increased by £7 million in the year,
underpinned by the launch of four new funds.
Advisory and management services to 3i Infrastructure plc
and the 3i India Infrastructure Fund generated £22 million
of fee income in the year (2013: £21 million). The acquisition
of the BIFM platform further supplemented fee income from
the Infrastructure business line by £2 million.
Our managed Private Equity funds generated fee income
of £17 million (2013: £19 million), the decline reflecting the
full year impact of the Growth Capital Fund coming to the
end of its investment period in December 2012 and net
divestment activity.
Fees receivable from Proprietary Capital
A synthetic fee is included in the operating profit of the Fund
Management business to reflect the fees that would be
received on proprietary investments if managed on behalf
of third parties at market rates. A fee of 1.5% is charged on
Private Equity and Infrastructure Proprietary Capital and 0.5%
on Debt Management. The fall in synthetic fees to £51 million
(2013: £56 million) reflects the lower level of Proprietary
Capital being managed as a result of net divestment in
Private Equity during the period.
Fund Management costs
A proportion of the Group’s total operating expenses is
allocated to the Fund Management activity. This includes
all costs in relation to investment management and
advisory activity as well as an allocation in relation to direct
and indirect support functions, such as finance, IT, human
resources, compliance, and property costs. Fund Management
operating expenses fell by 23% in the period to £108 million
(2013: £140 million). A more detailed analysis of the Group’s
total operating expenses is provided on page 41.
3i Group plcAnnual report and accounts 2014Strategic report 47
2013
£m
386
(13)
373
4
(12)
(7)
358
(6)
21
373
14.2%
2014
£m
539
19
558
3
(85)
(6)
470
(3)
11
478
16.3%
The improved performance of the portfolio over the last two
years means that the majority of assets by value are now held
in carry payable schemes that have met their performance
hurdles, assuming the portfolio was realised at its 31 March
2014 valuation. Of the accrual of £85 million, £18 million
relates to the catch up in accrual on schemes that hit the
hurdle this year. Hereafter, carry payable will increase
or decrease broadly in line with the performance of the
portfolio at rates of between 10% and 15%.
Pensions
The IAS 19 valuation of the Group’s UK defined benefit
pension scheme was positively impacted by an increase
in the discount rate, driven by an increase in AA corporate
bond yields, and a decrease in inflation rates, resulting in a
decrease in the value of the scheme’s liabilities. This resulted
in a re-measurement gain of £11 million (2013: £21 million)
for the year.
The 2013 triennial valuation was completed in March 2014.
It resulted in a very small surplus and consequently no
further contributions were made or are planned as a result
of this valuation.
Total return
Table 22: Total return for the year to 31 March
Proprietary Capital operating profit before carry
Fund Management operating profit before carry
Operating profit before carry
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Tax
Re-measurement of defined benefit plans
Total comprehensive income (“Total return”)
Total return on opening shareholders’ funds
The Group’s total return comprises the operating profit
of both the Proprietary Capital and Fund Management
businesses, net carried interest, tax and charges relating
to defined benefit pension schemes.
Net carried interest and
performance fees payable
Net carried interest and performance fees payable in
the year increased in line with the improved portfolio
performance and realisations, with a net payable of
£82 million (2013: £8 million payable).
Carried interest and performance fees are accrued on the
realised and unrealised profits generated, taking relevant
performance hurdles into consideration, assuming all
investments were realised at the prevailing book value.
Carry is only actually paid or received when the relevant
performance hurdles are met, and the accrual is discounted
to reflect expected payment periods.
Carry receivable is generated on third-party capital over
the life of the relevant fund when relevant performance
criteria are met.
Our largest Private Equity fund, Eurofund V, which includes
assets purchased in 2007–12, has not yet met the performance
hurdle due to the weak performance of the 2007–09 vintages.
Although we have seen a strong recovery in that fund’s
multiple to 1.13x invested capital, the drag from these earlier
investments means that we have not yet recognised carry
receivable from this fund.
We pay carry to our investment teams on proprietary
capital invested and share a proportion of carry receivable
from third-party funds. This total carry payable is
provided through schemes which have been structured
historically over two year vintages to maximise flexibility
in resource planning.
3i Group plcAnnual report and accounts 2014Strategic report 48
Financial review
Balance sheet
Portfolio value
Table 23: Portfolio value movement by business line
Business lines
Private Equity
Debt Management
Infrastructure
Total
Opening
portfolio value
1 April 2013
£m
2,707
81
507
3,295
Investment 1
£m
443
61
–
504
Value
disposed
£m
(467)
(6)
(1)
(474)
Unrealised
value
movement
£m
Other
Movement 2
£m
Closing
portfolio value
31 March 2014
£m
478
10
(13)
475
(226)
(3)
(6)
(235)
2,935
143
487
3,565
1 Includes capitalised interest and other non-cash investment.
2 Other relates to foreign exchange and the provisioning of capitalised interest.
Strong realisations in the year and the negative impact of
foreign exchange movements were offset by investment
of £504 million and unrealised value growth of £475 million,
resulting in an increase in the total Proprietary Capital
portfolio value to £3,565 million at 31 March 2014 (2013:
£3,295 million).
The weighting of Private Equity in the portfolio reduced
marginally to 82% (2013: 83%) while Debt Management
increased to 4% (2013: 2%). This reflects both the net
divestment in Private Equity and the increase in funding
of the Debt Management business to purchase equity
stakes of CLOs launched in the year. The weighting of
the Infrastructure portfolio remained relatively stable
at 14% (2013: 15%).
Cash flow
Investments and realisations
Table 24: Investment activity – Proprietary Capital and third-party capital for the year to 31 March
Realisations
Cash investment
Net cash divestment/(investment)
Non-cash investment
Net divestment/(investment)
Proprietary Capital
Proprietary and
third-party capital
2014
£m
677
(337)
340
(167)
173
2013
£m
606
(149)
457
(113)
344
2014
£m
1,129
(517)
612
(279)
333
2013
£m
792
(240)
552
(186)
366
Realisations in the year generated cash proceeds of
£677 million (2013: £606 million), offset by cash investment of
£337 million (2013: £149 million), resulting in net cash inflow
of £340 million (2013: £457 million). A further £167 million
of investment was in non-cash form (2013: £113 million)
and total investment was £504 million (2013: £262 million).
A summary of Proprietary Capital investment and realisations
by business line is provided below. Further detail on
investment and realisations is included in the relevant
business line sections of this report on pages 23 to 39.
3i Group plcAnnual report and accounts 2014Strategic report 49
Table 25: Proprietary Capital investment by business line
for the year to 31 March
Gearing and borrowings
Private Equity
of which non-cash
Infrastructure
of which non-cash
Debt Management
of which non-cash
Total gross investment
2014
£m
443
167
–
–
61
–
504
2013
£m
234
113
5
–
23
–
262
Table 26: Proprietary Capital realisations by business line
for the year to 31 March
Private Equity
Infrastructure
Debt Management
Total gross realisations
2014
£m
669
2
6
677
2013
£m
575
31
–
606
Non-investment cash flows
Cash income from third-party fees and the portfolio
of £132 million (2013: £132 million) was offset by cash
operating expenses of £148 million (2013: £198 million) which,
in addition to running costs and restructuring costs, includes
carry paid and cash pension costs.
Net cash interest of £54 million was paid in the year,
significantly below the £111 million paid last year.
Table 27: Gearing and borrowings as at 31 March
Gross debt
Net debt
Gearing
2014
£857m
£160m
5%
2013
£1,081m
£335m
11%
The Group further reinforced its conservative balance sheet
approach, with gross debt reducing by 21% in the year to
£857 million (2013: £1,081 million). A further £164 million
drawn under the 2016 revolving credit facility was repaid
in April 2013. This was funded by cash from realisation
proceeds generated in the prior year.
Net debt reduced following net divestment to £160 million
(2013: £335 million). Gearing consequently reduced to 5%
at 31 March 2014 (2013: 11%) as a result of both the decrease
in net debt and the increase in shareholders’ funds to
£3,308 million (2013: £2,934 million) following the total return
of £478 million in the year to 31 March 2014.
Liquidity
Liquidity increased in the year to £1,197 million (2013:
£1,082 million). This comprised cash and deposits of
£697 million (2013: £746 million) and undrawn facilities of
£500 million (2013: £336 million). The cash balance reduced
primarily as a result of the repayment of debt in the year,
with cash inflows from divestment activity being offset
by investment and other operating cash flows.
Foreign exchange hedging
As a result of the reduction in gross debt, and the increased
concentration of the portfolio into a smaller number of
individually significant assets, the Board decided to change
its hedging policy in March 2013 and no longer to use
derivatives for portfolio hedging purposes. As a result,
the use of derivatives to hedge currency movements on
a portfolio basis will be reduced over time and foreign
exchange risk will now be considered as an integral part
of the investment process rather than managed at the
Group level. Specific short-term hedging on entry or exit
of an investment may be used as appropriate.
Diluted NAV
The diluted NAV per share at 31 March 2014 was 348 pence
(2013: 311 pence). This was driven by the total return in the
year of £478 million (2013: £373 million), and partially offset
by dividend payments in the year of £114 million (2013:
£76 million).
3i Group plcAnnual report and accounts 2014Strategic report 50
Investment basis
Statement of comprehensive income
Realised profits over value on the disposal of investments
Unrealised profits on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable
Foreign exchange on investments
Gross investment return
Fees receivable from external funds
Operating expenses
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Other (loss)/income
Operating profit before carry
Carried interest
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Income taxes
Profit for the year
Other comprehensive income
Re-measurements of defined benefit plans
Total comprehensive income for the year (“Total return”)
Total
2014
£m
202
475
44
50
7
(113)
665
73
(136)
3
(54)
10
(3)
–
558
3
(85)
(6)
470
(3)
467
11
478
Total
2013
£m
190
253
46
53
4
52
598
71
(170)
6
(101)
(6)
(22)
(3)
373
4
(12)
(7)
358
(6)
352
21
373
Note:
A reconciliation to the audited IFRS financial statements is shown on pages 54 to 57 and the audited IFRS financial statements are shown
on pages 103 to 153.
3i Group plcAnnual report and accounts 2014Strategic report
Investment basis
Statement of financial position
Assets
Non-current assets
Investments
Quoted investments
Unquoted investments
Investment portfolio
Carried interest receivable
Intangible assets
Retirement benefit surplus
Property, plant and equipment
Derivative financial instruments
Deferred income taxes
Total non-current assets
Current assets
Other current assets
Derivative financial instruments
Deposits
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Non-current liabilities
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
B shares
Retirement benefit deficit
Derivative financial instruments
Deferred income taxes
Provisions
Total non-current liabilities
Current liabilities
Trade and other payables
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
Derivative financial instruments
Current income taxes
Deferred income taxes
Provisions
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share premium
Other reserves
Own shares
Total equity
51
2014
£m
2013
£m
554
3,011
3,565
17
26
137
5
–
3
3,753
92
2
–
697
791
4,544
(106)
(18)
(849)
(6)
(14)
–
(2)
(5)
(1,000)
(198)
(11)
(10)
–
(4)
(4)
(1)
(8)
(236)
(1,236)
3,308
718
782
1,897
(89)
3,308
431
2,864
3,295
20
32
120
7
–
3
3,477
85
4
90
656
835
4,312
(31)
(22)
(855)
(6)
(14)
(55)
(3)
(8)
(994)
(178)
(29)
–
(164)
(5)
(2)
(1)
(5)
(384)
(1,378)
2,934
718
780
1,540
(104)
2,934
Note:
A reconciliation to the audited IFRS financial statements is shown on pages 54 to 57 and the audited IFRS financial statements are shown
on pages 103 to 153.
3i Group plcAnnual report and accounts 2014Strategic report
52
Investment basis
Cash flow statement
Cash flow from operating activities
Purchase of investments
Proceeds from investments
Cash investment/(divestment) into traded portfolio
Portfolio interest received
Portfolio dividends received
Portfolio fees received
Fees received from external funds
Carried interest received
Carried interest and performance fees paid
Acquisition related earn-out charges paid
Operating expenses
Interest received
Interest paid
Income taxes paid
Net cash flow from operating activities
Cash flow from financing activities
Purchase of own shares
Dividend paid
Repayment of short-term borrowings
Repurchase of long-term borrowings
Net cash flow from derivatives
Net cash flow from financing activities
Cash flow from investing activities
Acquisition of management contracts
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Net cash flow from deposits
Net cash flow from investing activities
Change in cash and cash equivalents
Cash and cash equivalents at the start of year
Effect of exchange rate fluctuations
Cash and cash equivalents at the end of year
2014
£m
(337)
677
14
9
44
4
75
5
(25)
–
(128)
3
(57)
(7)
277
–
(114)
(164)
–
(32)
(310)
2
–
–
90
92
59
656
(18)
697
2013
£m
(149)
606
(23)
15
43
4
70
20
(30)
(1)
(188)
7
(118)
(8)
248
–
(76)
(304)
(267)
11
(636)
(18)
(1)
1
351
333
(55)
718
(7)
656
Note:
A reconciliation to the audited IFRS financial statements is shown on pages 54 to 57 and the audited IFRS financial statements are shown
on pages 103 to 153.
3i Group plcAnnual report and accounts 2014Strategic report Reconciliation of Investment basis to IFRS
53
IFRS 10 has resulted in a significant change to the presentation
of the Group’s financial statements. There has been no change
to the total return or net asset position of the Group.
The Group makes investments directly in portfolio companies
held by 3i Group plc and indirectly, held through intermediate
holding company and partnership structures (“Investment
entity subsidiaries”). It also has other operational subsidiaries
which provide services and other activities such as
employment, regulatory activities, management and advice
(“Trading subsidiaries”).
Since the adoption of IFRS in the year ended 31 March 2006,
there has been discussion about whether investment
companies such as 3i should be exempt from consolidation
of its investments (the direct and indirectly held portfolio
companies). IFRS 10 has resolved this point with the
introduction of an investment entity exception confirming that
portfolio companies should be accounted for at fair value,
which is an excellent outcome. This is why we have decided to
adopt the standard early. However, in the detailed application
of the standard, investment entity subsidiaries are now also
accounted for on a fair value basis, which means that the
financial effect of the underlying portfolio companies and fee
income, operating expenses and carried interest incurred in
investment entity subsidiaries are aggregated into a single
value shown as Investments in investment entities. Other
items which were previously eliminated on consolidation are
now included separately. The two diagrams below illustrate
these changes, together with an illustrative example to show
how information can be aggregated.
We have therefore introduced an “Investment basis” set of
primary financial statements, prepared on a similar basis
to the prior year financial statements, fair valuing portfolio
companies at the level which we believe provides the most
understandable financial information and consolidating
associated transactions on a line-by-line basis.
A detailed reconciliation from the Investment basis to IFRS
basis of the Statement of comprehensive income, Statement
of financial position, and Cash flow statement is provided on
pages 54 to 57. Note 14 to the financial statements provides
details of the activity within the investment entity subsidiaries.
Previous basis of consolidation
IFRS 10/new basis of consolidation
3i Group plc
The Group
3i Group plc
The Group
Investment
entity
subsidiaries
Portfolio
companies
Inter-company
balance eliminated
on consolidation
Trading
subsidiaries
(regulated
investment
advisers,
employment
entities, etc.)
Portfolio
companies
(held directly
by 3i Group
plc)
Illustrative example
Realised/unrealised
investment returns
Fair value movements on
investment entity subsidiaries
Portfolio income
Operating expenses
Carry payable
Previous
basis of
consolidation
IFRS 10
consolidation
170
–
20
(50)
(10)
130
50
90
5
(10)
(5)
130
Trading
subsidiaries
(regulated
investment
advisers,
employment
entities, etc.)
Investment
entity
subsidiaries
Inter- company
balance
Portfolio
companies
Portfolio
companies
(held directly
by 3i Group
plc)
Performance of
portfolio companies
now only reflected
through investment
entity subsidiaries
accounts
Realised/unrealised
investment returns
Portfolio income
Operating expenses
Carry payable
Investment
entity subsidiary
activity
120
15
(40)
(5)
90
3i Group plcAnnual report and accounts 2014Strategic report 54
Reconciliation of Statement
of comprehensive income
Investment
basis
2014
£m
IFRS
adjustments
2014
£m
Note
IFRS
basis
2014
£m
Investment
basis
2013
£m
IFRS
adjustments
2013
£m
IFRS
basis
2013
£m
Realised profits over value
on the disposal of investments
Unrealised profits
on the revaluation of investments
Fair value movements
on investment entity subsidiaries
Portfolio income
Dividends
Income from loans and receivables
Fees receivable
Foreign exchange on investments
Gross investment return
Fees receivable from external funds
Operating expenses
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Income/(expense) from fair value subsidiaries
Other (loss)/income
Operating profit before carry
Carried interest
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Income taxes
Profit for the year
Other comprehensive income
Exchange differences
on translation of foreign operations
Re-measurements of defined benefit plans
Total comprehensive income for the year
(“Total return”)
2
2
1,6
2
2
4,5
3
3
3
4,5
1
3
3
3
4,5
1
202
475
–
44
50
7
(113)
665
73
(136)
3
(54)
10
(3)
–
–
558
3
(85)
(6)
470
(3)
467
–
11
478
(56)
(398)
454
(19)
(21)
–
68
28
(23)
18
(1)
–
–
(39)
(5)
–
(22)
(4)
69
6
49
1
50
(50)
–
–
146
77
454
25
29
7
(45)
693
50
(118)
2
(54)
10
(42)
(5)
–
536
(1)
(16)
–
519
(2)
517
(50)
11
478
190
253
–
46
53
4
52
598
71
(170)
6
(101)
(6)
(22)
–
(3)
373
4
(12)
(7)
358
(6)
352
–
21
373
(135)
(97)
491
(16)
(34)
–
(38)
171
(27)
23
(1)
–
–
(56)
(109)
–
1
2
(5)
7
5
3
8
(8)
–
–
55
156
491
30
19
4
14
769
44
(147)
5
(101)
(6)
(78)
(109)
(3)
374
6
(17)
–
363
(3)
360
(8)
21
373
Notes:
1 Applying IFRS 10 to the Statement of comprehensive income consolidates the line items of a number of previously consolidated subsidiaries into
a single line item “Fair value movements on investment entity subsidiaries”. In the “Investment basis” accounts we have disaggregated these line
items to analyse our total return as if these investment entity subsidiaries were fully consolidated, consistent with prior periods. The adjustments
simply reclassify the Statement of comprehensive income of the Group, and the total return is equal under the Investment basis and the
IFRS basis.
2 Realised profits, unrealised profits, and portfolio income shown in the IFRS accounts only relate to portfolio companies that are held directly
by 3i Group plc and not those portfolio companies held through investment entity subsidiaries. Realised profits, unrealised profits, and portfolio
income in relation to portfolio companies held through investment entity subsidiaries are aggregated into the single “Fair value movement on
investment entity subsidiaries” line. This is the most significant reduction of information in our IFRS accounts.
3 Other items also aggregated into the “Fair value movements on investment entity subsidiaries” line include fees receivable from external funds,
audit fees, custodian fees, bank charges, other general and administration expenses, carried interest and tax.
4 Foreign exchange on investments has been reclassified as a result of IFRS 10. This is because the revaluation of assets held by investment
entity subsidiaries will now be reflected in the fair value movements on investment entity subsidiaries rather than being reflected as exchange
movements. Exchange differences on translation of foreign operations has reduced given that many foreign operations are now treated
as investment entities held at fair value rather than consolidated subsidiaries.
5 We have also taken this opportunity to re-present the impact of foreign exchange movements on our returns to be consistent with the current
hedging policy. “Foreign exchange on investments” is now included in our gross investment return to show the currency risk relating to the
portfolio more directly.
6 The Credit Opportunities Fund (Palace Street I) was previously consolidated on a line-by-line basis and is now recognised as a fair value
investment entity subsidiary under IFRS 10. We believe this is the appropriate treatment that effectively shows the performance of the Fund
and have applied the same basis to the Investment basis statements in a change to previous presentation.
3i Group plcAnnual report and accounts 2014Strategic report Reconciliation of Statement
of financial position
55
Assets
Non-current assets
Investments
Quoted investments
Unquoted investments
Investments in investment entities
Investment portfolio
Carried interest receivable
Intangible assets
Retirement benefit surplus
Property, plant and equipment
Deferred income taxes
Total non-current assets
Current assets
Other current assets
Derivative financial instruments
Deposits
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Non-current liabilities
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
B shares
Retirement benefit deficit
Derivative financial instruments
Deferred income taxes
Provisions
Total non-current liabilities
Current liabilities
Trade and other payables
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
Derivative financial instruments
Current income taxes
Deferred income taxes
Provisions
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share premium
Other reserves
Own shares
Total equity
The notes relating to the table above are on page 56.
Note
1
1
1,3,4
1
1
1
1
1,2
1
1
1
1
1
1
1
5
Investment
basis
2014
£m
IFRS
adjustments
2014
£m
IFRS
basis
2014
£m
Investment
basis
2013
£m
IFRS
adjustments
2013
£m
IFRS
basis
2013
£m
554
3,011
–
3,565
17
26
137
5
3
3,753
92
2
–
697
791
4,544
(106)
(18)
(849)
(6)
(14)
–
(2)
(5)
(1,000)
(198)
(11)
(10)
–
(4)
(4)
(1)
(8)
(236)
(1,236)
3,308
718
782
1,897
(89)
3,308
(296)
(1,732)
1,973
(55)
(9)
(16)
–
–
(2)
(82)
(20)
–
–
(54)
(74)
(156)
80
16
–
–
–
–
2
1
99
40
5
10
–
–
2
–
–
57
156
–
–
–
–
–
–
258
1,279
1,973
3,510
8
10
137
5
1
3,671
72
2
–
643
717
4,388
(26)
(2)
(849)
(6)
(14)
–
–
(4)
(901)
(158)
(6)
–
–
(4)
(2)
(1)
(8)
(179)
(1,080)
3,308
718
782
1,897
(89)
3,308
431
2,864
–
3,295
20
32
120
7
3
3,477
85
4
90
656
835
4,312
(31)
(22)
(855)
(6)
(14)
(55)
(3)
(8)
(994)
(178)
(29)
–
(164)
(5)
(2)
(1)
(5)
(384)
(1,378)
2,934
718
780
1,540
(104)
2,934
(188)
(1,427)
1,630
15
(10)
(22)
–
–
(2)
(19)
(20)
–
–
(46)
(66)
(85)
11
20
–
–
–
–
1
5
37
36
13
–
–
–
2
1
(4)
48
85
–
–
–
–
–
–
243
1,437
1,630
3,310
10
10
120
7
1
3,458
65
4
90
610
769
4,227
(20)
(2)
(855)
(6)
(14)
(55)
(2)
(3)
(957)
(142)
(16)
–
(164)
(5)
–
–
(9)
(336)
(1,293)
2,934
718
780
1,540
(104)
2,934
3i Group plcAnnual report and accounts 2014Strategic report
56
Reconciliation of Statement of financial position
Notes:
1 Applying IFRS 10 to the Statement of financial position aggregates the line items of a number of previously consolidated subsidiaries into the
single line item “Investments in investment entities”. In the Investment basis we have disaggregated these items to analyse our net assets as
if the investment entity subsidiaries were consolidated, consistent with prior periods. The adjustment reclassifies items in the Statement of
financial position. There is no change to the net assets, although for reasons explained below, gross assets and gross liabilities are different.
The disclosure relating to portfolio companies is significantly reduced by the aggregation, as the fair value of all investments held by investment
entity subsidiaries is aggregated into the “Investments in investment entities” line. We have disaggregated this fair value and disclosed the
underlying portfolio holding in the relevant line item, ie, quoted equity investments, unquoted equity investments or loans and receivables.
Other items which may be aggregated are carried interest and other payables, and the Investment basis presentation again disaggregates
these items.
2 Cash balances held in investment entity subsidiaries are also aggregated into the “Investments in investment entities” line. At 31 March 2014,
£36 million of cash was held in subsidiaries that are now classified as investment entity subsidiaries and is therefore included in the “Investments
in investment entities” line.
3 Intercompany balances between investment entity subsidiaries and trading subsidiaries also impact the transparency of our results under the
IFRS basis. If an investment entity subsidiary has an intercompany balance with a consolidated trading subsidiary of the Group, then the asset
or liability of the investment entity subsidiary will be aggregated into its fair value, while the asset or liability of the consolidated trading subsidiary
will be disclosed as an asset or liability in the Statement of financial position of the Group. Prior to the adoption of IFRS 10, these balances would
have been eliminated on consolidation.
4 The Credit Opportunities Fund (Palace Street I) was previously classified as a current asset and, following the adoption of IFRS 10, has been
reclassified as non-current in both the Investment basis and IFRS statements.
5 Investment basis financial statements are prepared for performance measurement and therefore reserves are not analysed separately under
this basis.
3i Group plcAnnual report and accounts 2014Strategic report
Reconciliation of Cash flow statement
57
Investment
basis
2014
£m
IFRS
adjustments
2014
£m
Note
IFRS
basis
2014
£m
Investment
basis
2013
£m
IFRS
adjustments
2013
£m
IFRS
basis
2013
£m
Cash flow from operating activities
Purchase of investments
Proceeds from investments
Cash investment/(divestment) into traded portfolio
Investment/(divestment) into fair value subsidiaries
Portfolio interest received
Portfolio dividends received
Portfolio fees received
Fees received from external funds
Carried interest received
Carried interest and performance fees paid
Acquisition related earn-out charges paid
Operating expenses
Interest received
Interest paid
Income taxes paid
Net cash flow from operating activities
Cash flow from financing activities
Dividend paid
Repayment of short-term borrowings
Repurchase of long-term borrowings
Net cash flow from derivatives
Net cash flow from financing activities
Cash flow from investing activities
Acquisition of management contracts
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Net cash flow from deposits
Net cash flow from investing activities
Change in cash and cash equivalents
Cash and cash equivalents at the start of year
Effect of exchange rate fluctuations
Cash and cash equivalents at the end of year
1
1
1
1
1
1
1
1
1
1
1
1
2
2
1
2
(337)
677
14
–
9
44
4
75
5
(25)
–
(128)
3
(57)
(7)
277
(114)
(164)
–
(32)
(310)
2
–
–
90
92
59
656
(18)
697
223
(225)
(14)
46
(3)
(19)
–
(23)
(4)
5
–
3
–
–
4
(7)
–
–
–
–
–
(2)
–
–
–
(2)
(9)
(46)
1
(54)
(114)
452
–
46
6
25
4
52
1
(20)
–
(125)
3
(57)
(3)
270
(114)
(164)
–
(32)
(310)
–
–
–
90
90
50
610
(17)
643
(149)
606
(23)
–
15
43
4
70
20
(30)
(1)
(188)
7
(118)
(8)
248
(76)
(304)
(267)
11
(636)
(18)
(1)
1
351
333
(55)
718
(7)
656
67
(253)
23
197
(10)
(21)
–
(28)
–
8
1
33
–
–
5
22
–
–
–
–
–
10
–
–
–
10
32
(78)
–
(46)
(82)
353
–
197
5
22
4
42
20
(22)
–
(155)
7
(118)
(3)
270
(76)
(304)
(267)
11
(636)
(8)
(1)
1
351
343
(23)
640
(7)
610
Notes:
1 The cash flow statement is impacted by the application of IFRS 10 as cash flows to and from investment entity subsidiaries are disclosed,
rather than the cash flows to and from the underlying portfolio.
Therefore in our Investment basis financial statements, we have disclosed our cash flow statement on a “look through” basis, in order to reflect
the underlying sources and uses of cash flows and disclose the underlying investment activity.
2 There is a difference between the change in cash and cash equivalents of the Investment basis financial statements and the IFRS financial
statements because there are cash balances held in investment entity subsidiary vehicles. Cash held within investment entity subsidiaries
will not be shown in the IFRS statements but will be seen in the Investment basis statements.
3i Group plcAnnual report and accounts 2014Strategic report
58
Risk
The outputs of the latest Group Risk Committee meeting are
also considered by the Board as a whole, with a particular
focus on the potential impact on the setting and execution
of the Group’s strategy.
The Group’s reporting cycle and dates of key meetings are
co-ordinated to ensure that appropriate risk and strategic
reviews are performed in alignment with the scheduled
Board and Audit and Compliance Committee meetings.
The Group Risk Committee typically reviews risks over
a rolling 12-month time horizon. Longer-term risks are
considered by the Board, as part of its annual strategic
review, and then reflected in the Group risk review.
In addition to the above, a number of other committees
contribute to the Group’s overall risk governance structure.
The Investment Committee meets as required to consider
risk in relation to the acquisition, management and disposal
of investments, within the authority limits delegated by
the Board.
The Conflicts Committee reviews the Group’s conflict policies
and processes and meets periodically and as required to
review any specific issues which may arise.
The Treasury Transactions Committee provides formal
approval for specific treasury related transactions, taking
into consideration any risk management implications, subject
to specific limits or delegated authority from the Board.
The Group’s Brand and Values Committee considers risks
which could potentially impact the Group’s brand and
reputation, drawing upon the outputs of the Group’s
risk review.
The roles and membership of the above committees are
described in more detail in the Governance section of this
report. Further details on the risk management framework
can also be found in 3i’s Pillar 3 disclosures at www.3i.com.
Assurance to the Audit and Compliance Committee on the
robustness and effectiveness of the Group’s risk management
processes is provided through the independent assessments
by Internal Audit and the work of Group Compliance on
regulatory risks. Management is also required to certify
annually that risk mitigation controls have operated effectively
throughout the year, that the Group’s policies have been
complied with and any exceptions reported. Further
information can be found in the Audit Committee report
in the Governance section.
Principal risks and risk
management
The Group faces a range of risks and uncertainties which
could materially affect the achievement of its strategic
objectives and, in turn, its financial performance.
This section describes our approach to risk management,
and the process and governance framework that we have
in place to identify, assess, manage and monitor risks.
This is followed by a summary description of the principal
risks facing the Group and the corresponding mitigating
actions that are in place.
Approach to risk management
The Board is responsible for setting the overall strategic
direction of the Group. As part of the strategic decision-
making process, the Board seeks to achieve an appropriate
balance between taking risk and generating returns for our
shareholders. The evaluation of strategic choices and new
opportunities requires a detailed risk assessment, which
takes into account the Board’s overall risk appetite.
The Group’s risk management framework is designed to
support the delivery of the strategic objectives determined by
the Board. This framework includes the periodic assessment
of changes and developments which potentially impact the
Group’s overall risk profile, as well as the identification and
assessment of key risks and the review of the effectiveness
of the risk mitigation plans which have been put in place.
Risk management framework
and governance structure
3i’s risk management framework and associated governance
structure are designed to ensure that there is an effective
process and a clear organisational structure with well defined
responsibilities to identify, assess, manage and monitor risk
and operate at a number of levels throughout the Group.
The Board is responsible for overall risk management,
which includes the Group’s risk governance or oversight
structure, and for maintaining an appropriate internal
control framework.
Responsibility for oversight of risk management is delegated
to the Chief Executive who has established the Group Risk
Committee to assist him to discharge this responsibility.
They are guided by the Board’s appetite for risk and any
specific limits set. The Group Risk Committee maintains the
Group risk review, which summarises the Group’s principal
risks and associated mitigating actions.
The Audit and Compliance Committee is updated by the
Chief Executive, as Chairman of the Group Risk Committee,
at each meeting on the outputs of the latest Group Risk
Committee meeting and has the opportunity to contribute
views or raise questions.
3i Group plcAnnual report and accounts 2014Strategic report 59
Changes and improvements
Following the implementation of the European AIFM Directive
in July 2013, the Group has put in place a risk framework for
each of its managed Alternative Investment Funds in line with
the regulatory requirements. As part of this change, the
Group Risk Committee receives and reviews risk reports for
each AIF, which consider risks at the individual fund level,
with reference to any risk limits applicable to the fund.
Management completed a review of our Responsible Investing
(“RI”)/Environmental, Social and Governance (“ESG”) reporting
framework in early 2014. As a result of the recommendations
made, dedicated resource has been allocated to co-ordinate
and manage 3i’s approach to RI and ESG risk management
and detailed updates are now being provided to the Group
Risk Committee with streamlined reporting to both the
Audit and Compliance Committee and Brand and Values
Committee. Further details on 3i’s approach to RI and ESG
risk management can be found in the Corporate responsibility
section of our website at www.3i.com.
Risk review process
The Group Risk Committee is responsible for carrying out
a detailed risk review of the Group and meets at least four
times a year, to coincide with meetings of the Executive
Committee and the Audit and Compliance Committee.
The Group risk review process was enhanced in the prior
financial year to include improved monitoring of key strategic
and financial metrics, which are indicators of changes to the
Group’s risk profile. The review includes the following
reference data:
Financial performance and strategic dashboards;
Portfolio performance reports for Private Equity,
Infrastructure and Debt Management;
Vintage control and asset allocation analysis;
Macroeconomic and M&A market overview;
Liquidity management and ICAAP review;
Operating expenses;
Responsible investment review;
Risk reports for managed Alternative Investment
Funds; and
Quarterly Group risk log.
Drawing upon the above, the Committee considers changes
and developments since its last review and the potential for
these to impact the Group’s overall risk profile and, therefore,
its strategic delivery. The Committee evaluates the impact
and likelihood of each key risk, with reference to associated
measures and key performance indicators. The adequacy of
current mitigation plans is assessed and, where necessary,
additional actions agreed and reviewed at the
subsequent meeting.
A number of focus topics are agreed in advance of each
meeting, which involve a more in-depth analysis. Further
details are set out under the Review of principal risks.
3i Group plcAnnual report and accounts 2014Strategic report 60
Risk
Overview of risk management framework and governance structure
Brand and Values
Committee
Considers risks to the Group’s
brand, values and reputation
as required.
Meets three times a year or
as required.
Treasury Transactions
Committee
Considers risk implications of
specific treasury transactions
as required.
A quorum of members meet
as required.
Board
Determines Group’s risk appetite
as part of strategy setting.
Overall responsibility for
maintaining a system of internal
controls that ensures an effective
risk management and oversight
process operates across
the Group.
Audit and Compliance
Committee
Receives reports from the Director
of Internal Audit on the Group’s risk
management processes and
system of internal controls.
Receives reports from the Director
of Group Compliance on regulatory
and compliance matters.
Updated at each meeting on the
outputs of the latest Group Risk
Committee meeting with the
opportunity to contribute views
or raise questions.
Meets four times a year.
Chief Executive
Investment Committee
Executive Committee
Group Risk Committee
Principal decision-making body in
respect of managing the business.
Considers risk in context of
individual investments, portfolio
management decisions
and divestments.
Meets as required.
Conflicts Committee
Deals with potential
conflicts issues.
Meets periodically and
as required.
Delegated responsibility for risk
management and oversight
across the Group, reflecting the
Board’s appetite for risk and any
specific limits set.
Maintains the Group risk review,
which summarises the Group’s
risk exposure and associated
mitigation or response plan based
on risks identified.
Meets at least four times a year
to consider the Group risk review,
including adequacy of risk
mitigation and controls.
Chairman provides update at each
meeting of the Audit and
Compliance Committee.
Committees of the Board
Committees of the Chief Executive
Independent review of potential conflict issues
Risk reporting to Audit and Compliance Committee
3i Group plcAnnual report and accounts 2014Strategic report
61
Review of principal risks
The disclosures on the following pages are not an exhaustive
list of risks and uncertainties faced by the Group, but rather
a summary of those principal risks which have the potential
to impact materially the Group’s financial performance and/or
the achievement of its strategic objectives, and which are
under active review by the Group Risk Committee and
the Board.
Strategic
The preceding sections provide an overview of 3i’s strategic
priorities and progress against these. There were no
fundamental changes in the Group’s strategy in the prior year
and delivery remains on target. Accordingly, the Group’s risk
profile has not been impacted by any significant changes
in strategic direction.
External
The key external risks affecting 3i over the course of
the financial year remained centred on the continuing
challenging macroeconomic and market conditions and
factors impacting these. There was also a significant
increase in new regulatory requirements.
Economic stability, and confidence more generally, is
vulnerable to weakening growth in developing markets,
the pace and sustainability of economic recovery in Europe,
and recent increases in geopolitical risk. The last includes
developments in Eastern Europe and uncertainty around
the outcome and impact of key elections, for example
in Europe and India.
The Group is subject to a number of new regulatory
requirements which are already in force or will come into
force shortly. A key development is the European AIFM
Directive, which came into force in July 2013. The Group is
also affected by regulations under the European Market
Infrastructure Regulation (“EMIR”) and Capital Requirements
Directive IV (“CRDIV”). These changes will result in a significant
increase in reporting requirements and additional costs to the
business, and may potentially restrict some future activities.
The detailed application of IFRS 10 has led to wide debate
across the investment management industry and accounting
firms, and standard setting bodies continue to refine
guidance. The Group has applied IFRS 10 in line with the
guidance from the IFRIC meeting in January 2014 which
was marginally supported, but not approved, by the IASB
in March 2014. There is a risk that the interpretation of the
standard will evolve further, for better or worse, resulting
in future restatements of our statutory accounts.
Investment
Detailed commentaries on the performance of each of 3i’s
business lines can be found in the Business review section.
The Group’s key investment risks remain closely linked to
the economic and market conditions, referred to above.
The Private Equity business is the largest in terms of
proprietary capital investment. Specific risks include the
pricing of new investment opportunities; the potential
operational underperformance of portfolio companies
impacting earnings growth and valuations; and the timing
of exits and cash returns.
A cautious and selective approach has continued to be applied
to new investment over the year. The overall health and
performance of the Private Equity investment portfolio has
continued to improve, with the Group’s larger investments
growing strongly. The Group’s Private Equity investment
portfolio has become relatively more concentrated over time,
with increasing exposure to the performance of a smaller
number of larger investments. As expected, the pace of
realisations has slowed in the second part of the financial
year. In this context, exit strategies and the divestment
pipeline continue to be monitored closely.
Specific risks to the Infrastructure business include the
ability to maintain investment rates in a competitive market,
where there is strong demand for infrastructure assets as
investors seek yield. 3i completed the acquisition of Barclays
Infrastructure Funds Management Limited (“BIFM”), a
European infrastructure fund management business, in
November 2013, and remains focused on increasing third-
party AUM through new investments, fund raising and other
potential inorganic opportunities. The 3i India Infrastructure
Fund has been affected by the depreciation in the Indian
rupee against sterling and the US dollar as well as the
broader macroeconomic challenges in India. The current
focus is on managing the value of the existing Indian portfolio
with no plans for further investment or fundraising in
the region.
The principal risk to the Debt Management business is the
ability to grow AUM profitably in line with its business plan.
The European CLO market has now re-opened and in
September 2013 Debt Management launched its first
European CLO (Harvest VII) since the establishment of the
Debt Management platform in 2011. A further European CLO
(Harvest VIII) was launched in February 2014. The level of
new CLO issuance in the US initially slowed following the
introduction of the Volcker Rule but the business launched
two further CLOs, Jamestown III, in December 2013 and the
COA Summit CLO in March 2014. The CLO market is likely to
remain somewhat disrupted until the US regulatory agencies
provide further guidance on the implementation of the Volcker
Rule. The business has put in place new warehousing vehicles
in both Europe and the US to seed future CLO launches and
the business is seeking to expand and diversify its product
offering beyond its core CLO funds. Whilst in the warehouse
phase, 3i is at risk of margin calls in the event of market falls.
In extreme market conditions, it may not be possible to
convert the warehouse to a CLO and it may be necessary
to liquidate the warehouse at a financial loss. Stress tests
are performed when a warehouse is set up, and monitored
on a weekly basis thereafter. More detail is included
in Note 32.
3i Group plcAnnual report and accounts 2014Strategic report 62
Risk
Treasury and funding
Details of the Group’s approach to the management of
treasury and funding risks can be found in the Financial
review section.
The main risk management priorities have been the continued
reduction of the Group’s funding costs, through lower levels of
gross debt, and the monitoring of progress with the triennial
valuation of the Group’s UK defined benefit pension scheme.
Following the reduction of gross debt to below the £1 billion
target ahead of schedule, and conclusion of the 2013 triennial
pension fund valuation, the focus continues to be on
monitoring liquidity and capital management in the context
of the Group’s investment strategy.
Operational
The key areas of operational risk include the exposure to the
loss of key people, and ensuring that investor skill sets and
business development capabilities support the achievement
of the strategic plan. Detailed resource plans are in place at
the business line level and a Group organisational capability
and succession review was presented to, and reviewed by,
the Board in November 2013.
Organisational developments have included progress with the
implementation of a new asset accounting IT system (eFront),
which has been closely monitored. The implementation of
processes and controls to meet new regulatory, accounting
and tax reporting requirements affecting the Group has been
subject to detailed project planning, input from external
advisers and regular updates to senior management and
the Board.
Changes to the Group’s risk
profile during the financial year
The overall risk profile of the Group has been comparatively
stable over the year, as the strategic plan moved from the
“restructuring” phase, which involved extensive organisational
changes and cost reductions in FY2013, to the “transition and
delivery” phase in FY2014 and FY2015.
The main factors which have impacted the risk profile during
the year include:
Successful implementation of the first phase
of the strategic plan underpinning increased
shareholder confidence;
Strong performance of the Private Equity investment
portfolio, including realisations;
No significant individual portfolio write-downs since
March 2012 and 18 months of improved portfolio
monitoring;
Reduction of gross debt and funding costs, and a shift
of focus to liquidity and capital management;
Met objective to cover annual operating expenses with cash
income, improving the financial profile of the Group;
Some key people changes, which have been
carefully managed;
New regulatory, accounting and tax reporting requirements,
which require some operational changes and additional
costs to ensure ongoing compliance;
Group Risk Committee focus topics
In the course of the financial year, the Group Risk Committee
has carried out a number of in-depth reviews. Topics covered
have included integration planning for the BIFM acquisition;
regulatory developments; and information security with
a focus on cyber risk.
Implementation of new Private Equity IT system
substantially complete;
Successful integration of the activities of the Barclays
European Infrastructure team; and
Winding down of our operations in Brazil.
Although some risk categories remain stable overall, the
underlying risks may have changed over the course of the
year. An example includes people risk. While the restructuring
phase is largely complete, and the level of people change
reduced, there continues to be ongoing management of
the organisational capability in line with delivering the
strategic plan.
Key risk factors and risk
mitigation
The table opposite summarises the key risks under active
review by the Group Risk Committee. The Group faces a range
of other risks which are managed through similar risk
mitigation plans at the operational level, and are subject to
regular management reporting and appropriate oversight.
Examples include currency, counterparty and interest rate
exposures; people risks; business continuity; potential
exposure to litigation; and changes to tax regulations.
This broader range of risks is considered by the Committee
as part of its determination and evaluation of the Group’s
key risks.
3i Group plcAnnual report and accounts 2014Strategic report 63
Key risks
considered
in the year
External
Consequences
Risk mitigation
Economic stability and
vulnerability to weaker
growth, or unwinding QE
Limited growth or reduction in NAV and increase
in gearing owing to multiple and/or earnings
contraction in Private Equity and Infrastructure
Monthly portfolio monitoring to address any
portfolio issues promptly
Regular monitoring of liquidity and balance sheet
Impact on investment rates and realisations
Significant geopolitical
unrest; for example in
Eastern Europe
Subdued M&A activity
and high pricing in
3i’s core markets
could limit exit or
investment opportunities
Changes in regulation
restrict or impose
significant costs on
the business
Investment
Impacts general market confidence and lowers
Regular assessment of exposures to geopolitical
risk appetite
risk across the investment portfolio
Leads to economic instability and lower growth
Investment and realisation levels fall
Reduces capacity to invest and pay enhanced
shareholder distributions
Lack of primary deal flow in the US and European
CLO market
Active management of exit strategies by
Investment Committee to adapt to market
conditions
Regular monitoring of new investment work
in progress and market activity
Regulatory constraints on possible future business
development and increased operating costs
Detailed evaluation of business impact supported
by external advisers to assist in implementation
Complexity increases risk of non-compliance, with
possible financial or reputational consequences
New processes, procedures and additional
resource to support compliance
Investment rate or quality
is lower than expected
Impacts longer-term returns
Impairs ability to raise new funds or attract
Management focus on building investment pipeline
Early involvement of Investment Committee
new capital
to identify key targets
Reduction in NAV and realisation potential
Increased covenant risk in weaker companies
Impairs track record for fundraising purposes
Inability to meet externally communicated targets
on revenue and growth
Regular review of vintage control and asset allocation
Monthly portfolio monitoring to address
any portfolio issues promptly
Active management of new Chairman and
CEO appointments
Regular review of key Environmental, Social
and Governance risks in portfolio
Regular review of progress against business plan
Review and development of the economics of
the business and operating model
Investment Committee review of new products,
fund raising commitments and other proposals
Portfolio performance
is weak or is impacted
by a significant
environmental, social
or governance incident
Ability to grow Debt
Management AUM
profitably in line with
business plan
Operational
Exposure to the loss
Potential to undermine investor and/or
of key people
shareholder confidence
Inability to deliver strategic plan
Formal organisational capability and
remuneration review completed
Contingency and succession planning
Organisational
Poor execution of strategic changes impacts
development, including
people and systems
changes, are delayed
or not as planned
delivery of stated targets
Project governance and management, including
detailed risk assessment and mitigation planning
Regular progress reports to Executive Committee
3i Group plcAnnual report and accounts 2014Strategic report 64
Corporate responsibility
For 3i, corporate responsibility is
about being a responsible company,
a responsible employer and a
responsible investor. We take
responsibility for our actions, carefully
consider how others will be affected
by our choices and ensure that our
values and ethics are integrated
into our formal business policies,
practices and plans.
For fuller details of 3i’s approach, including details
of relevant 3i policies, please visit the CR section of
our website at www.3i.com.
A responsible company
Governance
Good corporate governance is fundamental to 3i and its
activities. For full details of our governance structure, please
see the Corporate governance section of this report and visit
the Governance section of our website at www.3i.com.
Environmental impact
In the year to 31 March 2014 our measured Scope 1 and 2
emissions were 580 tonnes CO2e. This comprised:
Scope Emissions source
1
2
Combustion of fuel and operation
of our facilities
Electricity, heat, and cooling
purchased for our own use
Total
CO2e emissions
(tonnes) for year to
31 March 2014
200.89
379.40
580.29
This equates to 2.09 tonnes CO2e per employee for the year
to 31 March 2014, based on an average number of employees
during the year of 277.
We have reported on all of the emission sources required
under the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013. These sources fall
within our consolidated financial statements.
We have used the World Resources Institute and World
Business Council for Sustainable Development Greenhouse
Gas Protocol as our methodology, combined with the UK
Government conversion factors for company reporting
to calculate our carbon footprint. It is not practical for us
to obtain data relating to electricity consumption in our
Singapore office or refrigerant losses for this period
as the relevant data is not within our control.
Community
We focus our charitable activities on the disadvantaged, on
young people and on education. Charities are supported on
the basis of their effectiveness and impact. Our charitable
giving for the year to 31 March 2014 totalled £250,000.
Transparency
As a publicly-listed company, 3i is subject to formal legal
and regulatory disclosure requirements as well as the high
expectations for transparency of our shareholders, fund
investors, staff and the media. We firmly believe that
transparency is crucial for building trust, and we take
a proactive approach to communicating both financial
and non-financial performance.
3i Group plcAnnual report and accounts 2014Strategic report
65
Anti-bribery and corruption
3i does not offer, pay or accept bribes. We are committed to
working only with third-parties whose standards of business
integrity are substantively consistent with ours. We also
expect the businesses in which we invest to commit to
avoiding bribery and to comply with anti-bribery laws
applicable to their business.
A responsible employer
At 31 March 2014, 3i had a total of 266 employees and this is
how they broke down by gender:
All 3i employees
3i Group plc Director 1
Senior managers 2
Number
266
8
47
Male
166 (62%)
6 (75%)
39 (83%)
Female
100 (38%)
2 (25%)
8 (17%)
1 Includes non-executive Directors who are not 3i employees.
2 “Senior managers” excludes Simon Borrows and Julia Wilson (who
are included as Directors of 3i Group plc) and includes 27 people
who were directors of undertakings included in the consolidation,
of whom 25 are male and two are female.
Human rights
Whilst 3i does not have a formal human rights policy,
our policies are consistent with internationally-proclaimed
human rights principles. In particular, 3i is an equal
opportunities employer in relation to the selection, training,
career development and promotion of employees regardless
of age, gender, sexual orientation, ethnic origin, religion
and whether disabled or otherwise. 3i also has clear
grievance and disciplinary procedures, an employee
assistance programme and an independent, external
“whistle blowing” hotline service.
3i is also committed to ensuring that the businesses we
invest in comply with all applicable laws in relation to their
employees (amongst other things) and, where appropriate,
that they work towards meeting relevant international
standards (such as the ILO Fundamental Conventions)
where these are more stringent. Summaries of relevant
3i policies, including our policies on people, recruitment
and selection, equal opportunities and diversity, health
and safety and responsible investment are available at
www.3i.com.
During the year, we became an accredited London Living
Wage Employer. This means that every member of staff
based in London, including contracted maintenance and
reception teams, earns a “living wage” which is an hourly rate
higher than the UK minimum wage and is set independently,
updated annually and based on the cost of living in the UK.
A responsible investor
We are signatories to the UN Principles for Responsible
Investing and have embedded specific responsible investment
(“RI”) policies and procedures into our investment and
portfolio company review processes. During the year,
dedicated resource was allocated to co-ordinate and manage
3i’s approach to RI and environmental, social and governance
issues and opportunities. Further details of 3i’s approach
as a responsible investor, including a summary of our
Responsible Investment policy, are available at www.3i.com.
Case study
Community Links
3i has supported
Community Links for
14 years and is currently
supporting the Play, Sow
and Grow community
hub in east London.
Play, Sow and Grow is a purpose built
community space in Stratford,
Newham, a borough that is ranked
as the third most deprived in the UK,
where 50% of children live in poverty
and household income for most of
these families is below the poverty line.
Play, Sow and Grow uses the natural
environment to deliver educational
play schemes where children are
encouraged to spend time outdoors.
The garden contains growing fruit
and vegetables, roaming hens and
a tree house, sand pit and other
play equipment.
Over the past year, Play, Sow and Grow
has engaged with 293 unique users
and 7 local schools. Sessions were
delivered via a range of activities
including open access play for children
between 5 and 11; stay and play for
toddlers and parents; youth programmes
for 12 to 16 year olds, including youth
project workshops and Girl Guides; play
activities for disabled children; summer
schools, nature walks and daytrips;
as well as activities for adults, such
as cooking lessons, DIY, gardening,
community clean-up and English
language classes.
In addition, the hub has engaged
808 people of varying ages through a
number of events, including children’s
wildlife workshops; bird of prey
displays; a summer horticultural
school; and the Carols on the Green
Christmas Concert.
3i Group plcAnnual report and accounts 2014Strategic report
Corporate
Governance
3i Group plcAnnual report and accounts 2014 Governance
Chairman’s introduction
67
Sir Adrian Montague
Chairman
“After a period of significant change
the Board has focused on supporting
management in the transition and
delivery phase of 3i’s strategy.”
Introduction
This section of the report describes how 3i
is governed and managed. It gives details on
our Board and Executive Committee members
and explains how the Board is organised
and operates. It also explains the roles and
composition of Board Committees and
the division of responsibilities between the
Directors, including between the Chairman
and Chief Executive. This section also includes
the Directors’ remuneration report and
the new Audit Committee report.
Good corporate governance is fundamental to 3i and its activities.
Governance and oversight of the Group’s business model and strategy
are critical to the delivery of value to the Group’s stakeholders.
This is more important than ever given the current challenging
and uncertain economic environment and the changing regulatory
landscape that our sector faces.
The Board is responsible to shareholders for the overall management
and oversight of the Group and for its long-term success. In particular,
the Board is responsible for agreeing the Group’s strategy, monitoring
financial performance, setting and monitoring the Group’s risk appetite
and maintaining an effective system of internal controls.
It is the Board’s responsibility to ensure that the Group has a clear
strategy and that the necessary people, resources and structures
are in place to support the delivery of this strategy.
3i Group plcAnnual report and accounts 2014Corporate Governance 68
Board of Directors and Executive Committee
Board of Directors
Sir Adrian Montague
Chairman
Chairman since 2010. Chairman
of Anglian Water Group. A non-
executive director of Aviva plc,
Skanska AB and CellMark AB.
Previous experience
Chairman of Michael Page
International plc, London First,
Friends Provident PLC, British
Energy Group PLC, Cross London
Rail Links Ltd (Crossrail) and Deputy
Chairman of Network Rail and the
UK Green Investment Bank plc.
Simon Borrows
Chief Executive
Chief Executive since May 2012,
and an Executive Director since he
joined 3i in October 2011. Chairman
of the Group Risk Committee, the
Executive Committee and the
Group’s Investment Committee. Also
a non-executive director at Inchcape
plc and The British Land
Company PLC.
Previous experience
Formerly Chairman of Greenhill &
Co International LLP, having
previously been Co-Chief Executive
Officer of Greenhill & Co, Inc. Before
founding the European operations
of Greenhill & Co in 1998 he was
the Managing Director of Baring
Brothers International Limited.
Julia Wilson
Group Finance Director
Group Finance Director and member
of the Executive Committee since
2008. A member of the Group’s
Investment Committee since July
2012. Joined 3i in 2006 as Deputy
Finance Director, with responsibility
for the Group’s finance, taxation
and treasury functions. Also a
non-executive director at Legal &
General Group Plc.
Previous experience
Group Director of Corporate Finance
at Cable & Wireless plc.
Jonathan Asquith
Non-executive Director since 2011.
Chairman of Citibank International
plc and Citigroup Global Markets
Limited, and Dexion Capital plc.
Previous experience
Non-executive director of Ashmore
Group plc from 2008 to 2012.
Executive director of Schroders plc
from 2002 to 2008, during which
time he was Chief Financial Officer
and later Vice-Chairman. Previously
spent 18 years in investment
banking with Morgan Grenfell and
Deutsche Bank. Chairman of AXA
Investment Managers.
Alistair Cox
Non-executive Director since 2009.
Chief Executive of Hays plc.
Previous experience
Chief Executive of Xansa plc from
2002 to 2007, and Regional
President of Asia and Group
Strategy Director at Lafarge
(formerly Blue Circle Industries)
between 1994 and 2002.
David Hutchison
Non-executive Director since
November 2013. Chief Executive of
Social Finance Limited.
Previous experience
Until 2009 Head of UK Investment
Banking at Dresdner Kleinwort
Limited and a member of its Global
Banking Operating Committee.
Richard Meddings
Non-executive Director since 2008
and Senior Independent Director
since October 2010. Group Finance
Director of Standard Chartered PLC
since 2006, having joined the Board
of Standard Chartered PLC as a
Group Executive Director in 2002.
A member of the Governing Council
of the International Chamber of
Commerce, United Kingdom.
Previous experience
Chief Operating Officer, Barclays
Private Clients, Group Financial
Controller at Barclays PLC and
Group Finance Director of
Woolwich PLC.
Martine Verluyten
Non-executive Director since
January 2012. A non-executive
director of Thomas Cook Group plc,
STMicroelectronics NV and Groupe
Bruxelles Lambert.
Previous experience
Chief Financial Officer of Umicore,
a Brussels-based listed materials
technology group, from 2006 to
December 2011. Before joining
Umicore was Group Controller
and then Chief Financial Officer
of Mobistar.
3i Group plcAnnual report and accounts 2014Corporate Governance 69
Executive Committee
Menno Antal
Managing Partner, Private Equity
A member of the Executive
Committee and the Group’s
Investment Committee since 2010.
Previous experience
Joined 3i in 2000 and Managing
Director, Benelux, since 2003. Prior
to joining 3i, held a broad range of
international managerial positions
within Heineken.
Kevin Dunn
General Counsel, Company
Secretary and Head of Human
Resources
Responsible for 3i’s legal,
compliance, internal audit, human
resources and company secretarial
functions. A member of the
Executive Committee since joining
3i in 2007.
Previous experience
Prior to joining 3i, was a Senior
Managing Director, running GE’s
European Leveraged Finance
business after serving as
European General Counsel for GE.
Prior to GE, was a partner at the
law firms Travers Smith and
Latham & Watkins.
Jeremy Ghose
Managing Partner and CEO of
3i Debt Management
A member of the Executive
Committee since joining 3i in 2011
on 3i’s acquisition of Mizuho
Investment Management (UK)
Limited from Mizuho
Corporate Bank.
Previous experience
Prior to joining 3i, was with Mizuho
Corporate Bank (formerly The Fuji
Bank) since 1988 and on its
executive board since 2005. Founder
of Mizuho’s Leveraged Finance
business in 1988 and of the
third-party independent debt fund
management business in 2005.
Alan Giddins
Managing Partner, Private Equity
A member of the Executive
Committee and the Group’s
Investment Committee since 2010.
Previous experience
Joined 3i in 2005. Prior to joining 3i,
spent 13 years in investment
banking, latterly as a Managing
Director at Société Générale.
Neil King
Senior Partner, Infrastructure
A member of the Executive
Committee since February 2014.
Previous experience
Joined 3i in 2005. Prior to joining 3i,
experience in the infrastructure
market, including roles at Innisfree,
WestLB and Barclays.
Ben Loomes
Managing Partner, Infrastructure
and Group Strategy Director
A member of the Executive
Committee and the Group’s
Investment Committee since 2012.
Phil White
Managing Partner, Infrastructure
A member of the Executive
Committee and the Group’s
Investment Committee since
February 2014.
Previous experience
Joined 3i in April 2012. Prior to
joining 3i, experience included
mergers and acquisitions, financing
advisory and restructuring,
including roles at Goldman Sachs,
Greenhill & Co and Morgan Stanley.
Previous experience
Joined 3i in 2007. Prior to joining
3i, experience in infrastructure
investment, advisory and financing,
including roles at Macquarie,
WestLB and Barclays.
3i Group plcAnnual report and accounts 2014Corporate Governance 70
Board and Committees
Board and Committees structure
How the Board operates
It is the Board’s responsibility to ensure that there is an effective
organisational and reporting structure in place such that there are
clear reporting lines within the Group and well defined roles and
responsibilities. This is to ensure that the right decisions are being
made with involvement from the right people.
The Board is assisted by various Principal Committees of the Board
which report regularly to the Board. The Board committee structure
is outlined in the diagram on page 71. The membership of these
Committees is regularly reviewed by the Board. When considering
Board Committee membership and chairmanship, the Board aims
to ensure that undue reliance is not placed on particular Directors.
These Board Committees all have clearly defined terms of reference.
The terms of reference of the Audit and Compliance Committee,
the Brand and Values Committee, the Nominations Committee,
the Remuneration Committee and the Valuations Committee are
available at www.3i.com.
Day-to-day management of the Group is the responsibility of the Chief
Executive. To assist him in this role, the Chief Executive has established
a number of additional Committees. These are also outlined in the
diagram on page 71.
The Chairman leads the Board and ensures its effectiveness. He also
organises its business and sets its agenda. In addition to the Chairman,
there are currently five independent non-executive Directors who have
a range of strong and complementary skills.
The table set out on page 78 shows attendance at full meetings of the
Board and its Principal Committees during the last year. In addition to
those full meetings, a number of ad hoc meetings were held to deal with
specific items as they arose.
Before each Board and Committee meeting, relevant reports and papers,
including financial performance data and detailed updates on the
progress and implementation of the strategic plan where appropriate,
are circulated to Directors. The Board has the opportunity to discuss
these reports and updates and to challenge directly the Executive
Directors and other senior management, who attend all or part of the
Board meetings.
The key responsibilities and areas of focus for the Board are:
Strategy – contribute to the development of, and agree, the Group’s
strategy. This includes through review and discussion of reports and
updates at Board meetings as well as through the annual strategy
review meeting which is attended by the Board and, where relevant,
members of the Executive Committee.
Group financial and operational performance – review and
monitor the performance of the Group, including through regular
reporting and discussions with the Executive Committee and
other senior management.
Senior management – ensure that the Executive Committee has
the skills and resources to deliver the strategy and that appropriate
succession and contingency planning is in place.
Evaluation and composition – review the performance of the Board
and its Committees to ensure that they are effective. Ensure that
the Board and its Committees comprise competent and capable
individuals with a range of skills and experience who bring
independent views to the decisions being made.
Internal controls – maintain an appropriate internal control framework.
Risk – ensure that there are effective risk management policies
and processes in place and an appropriate governance structure.
The Board has approved a formal schedule of matters reserved to
it and its duly authorised Committees for decision. This is described
on page 77. Matters delegated by the Board to management include
implementation of the Board approved strategy, day-to-day
management and operation of the business, the appointment
and remuneration of all staff below the Executive Committee and
the formulation and implementation of risk management policies
and processes.
3i Group plcAnnual report and accounts 2014Corporate Governance 71
Overview of Committees of the Board and Chief Executive
3i Group plc Board
Principal Board Committees
Audit and Compliance
Committee
Remuneration
Committee
Brand and Values
Committee
Nominations
Committee
Valuations
Committee
Financial reporting, risk
and internal controls
Director and senior
management
remuneration and Group
remuneration structure
Richard Meddings
(Chairman)
Jonathan Asquith
Alistair Cox
Jonathan Asquith
(Chairman)
Alistair Cox
David Hutchison
Corporate values, ethical
approach, brand and
reputation
Board appointments,
and size, balance and
composition of the Board
Valuation policy and
investment valuations
Sir Adrian Montague
(Chairman)
Simon Borrows
Kevin Dunn
All non-executive Directors
are invited to attend and
participate in the Committee’s
meetings.
Sir Adrian Montague
(Chairman)
Jonathan Asquith
Simon Borrows
Alistair Cox
David Hutchison
Richard Meddings
Martine Verluyten
David Hutchison
(Chairman)
Sir Adrian Montague
Simon Borrows
Martine Verluyten
Julia Wilson
Treasury Transactions Committee
In addition to its Principal Committees, the Board also has a number of other standing Committees established to consider specific items of business
on an ad hoc basis as required. These include the Treasury Transactions Committee, which comprises the Chairman, the Chief Executive, the Group
Finance Director and the Group Treasurer, which meets as required to approve treasury transactions. At least two members of the Committee are
required to attend meetings to form a quorum.
Chief Executive
Chief Executive Committees
Executive Committee
Investment Committee
Group Risk Committee
Conflicts Committee
Principal decision-making body in
respect of managing the business
Acquisition, management and
disposal of investments
Oversees the Group’s risk
management framework
Independent review
of conflict issues
Simon Borrows (Chairman)
Menno Antal
Kevin Dunn
Jeremy Ghose
Alan Giddins
Neil King
Ben Loomes
Phil White
Julia Wilson
Simon Borrows (Chairman)
Menno Antal
Alan Giddins
Ben Loomes
Ian Lobley
Phil White
Julia Wilson
Simon Borrows (Chairman)
Menno Antal
Kevin Dunn
Jeremy Ghose
Alan Giddins
Ben Loomes
Phil White
Julia Wilson
Director, Group Compliance
Director, Internal Audit
Kevin Dunn (Chairman)
Ben Loomes
Julia Wilson
3i Group plcAnnual report and accounts 2014Corporate Governance 72
Board and Committees
Division of responsibilities
The Board approved division of responsibilities between the Directors is summarised below.
Role of the Chairman
Role of the Chief Executive
Role of non-executive Directors
Leads the Board in setting its agenda,
agreeing strategy, monitoring financial and
operational performance, and establishing
the Group’s risk appetite.
Direct charge of the Group on a day-to-day
basis and is accountable to the Board for
the financial and operational performance
of the Group.
Responsible for organising the business
of the Board, ensuring its effectiveness,
and maintaining an effective system
of internal controls.
Leads the Executive Committee to
develop and implement the Group’s
strategy and manage risk and the internal
control framework.
Ensures that non-executive Directors
receive relevant and accurate information
to facilitate an open and effective discussion.
This includes ensuring that the non-
executive Directors receive regular reports
on shareholders’ views on the Group.
Responsible for the composition of the
Board and facilitates the effective
contribution of non-executive Directors and
constructive relations between Executive
and non-executive Directors.
Chairs the Investment Committee to review
the acquisition, management and disposal
of investments.
Reports to the Board on financial and
operational performance and progress
in delivering the strategic objectives.
Regularly engages with shareholders
and other key stakeholders on the Group’s
activities and progress.
Scrutinise the performance of management
in meeting agreed objectives and monitor
the reporting of performance.
Seek assurance on the integrity of the
financial information and that financial
controls and systems of risk management
are robust and defensible.
Determine appropriate levels of
remuneration for Executive Directors
and Executive Committee and have a
prime role in appointing Directors and
in succession planning.
Constructively challenge and help develop
proposals on strategy; this occurs at
meetings of the Board, and in particular
at the annual review meeting to discuss
ongoing strategy, the most recent of which
took place in December 2013.
Effectiveness
During the year, the Board conducted its annual evaluation of its own
performance and that of its Committees and individual Directors. On this
occasion, the process was led by the Chairman and conducted internally;
the performance evaluation had been externally facilitated in the
previous year by Dr Tracy Long of Boardroom Review Limited. The
Chairman held one-on-one discussions informed by a checklist with
all Directors, business unit heads, the Group Strategy Director, the
Group General Counsel and Mr W Mesdag who retired from the
Board in November 2013. The results of the evaluation process were
reported to, and discussed by, the Board.
The Board performance evaluation included consideration of the
following topics. The evaluation considered the overall composition of
the Board including plans for executive and non-executive succession
over time, which included the need for further non-executive Director
recruitment. Directors made various useful suggestions to further
enhance the functioning of individual Board committees. It was agreed
to review and refocus the terms of reference of the Brand and Values
Committee on a range of specific reputation-linked issues. Steps taken
previously to enable non-executive Directors to increase further their
knowledge of the Group’s investments and engage more strongly with
the Group’s investment business were judged to have been successful
and some further steps were agreed for the coming year. This included
additional presentations to the Board from business units. Non-executive
Directors attend each year a number of management’s regular internal
in-depth review discussions on individual portfolio companies which
improves the Board’s insight into day-to-day performance of portfolio
companies. A number of suggestions as to how to increase the
value of the non-executive Directors’ involvement were made.
Following enhancements to regular Board reports made in the previous
year suggestions were made for further improvement so as to focus the
papers more specifically on key matters and to include certain additional
analysis and explanation. The process for setting the aims and agenda
for the Board’s annual Strategy Day discussion was also refocused.
In his role as Senior Independent Director, Mr R H Meddings led a review
by the Directors of the performance of the Chairman and subsequently
reported back to the Board and provided feedback to the Chairman.
Investment policy
Under the UK Listing Authority’s Listing Rules 3i, as a closed-ended
investment fund, is required to publish an investment policy containing
information about policies on asset allocation, risk diversification and
gearing. Prior shareholder approval is required for any material change
to this published policy. Non-material changes can be made by the
Board. The current investment policy is set out opposite.
During the year, the Company has continued its approach of conservative
balance sheet management. The Board recognises the need to manage
liquidity and gross and net debt levels on a conservative basis such that
the Company should be well-placed to deal with external events, take
advantage of opportunities and manage its investment and divestment
activities in a flexible manner. The Board has decided that gross debt
should not currently exceed £1 billion and may at times be significantly
below this limit.
3i Group plcAnnual report and accounts 2014Corporate Governance
Statutory and corporate governance information
73
As a consequence, gearing, which is a function of both net debt and
asset values, is expected to be in the range of 0%–30% for the immediate
future. It should be noted that (subject always to the formal gearing limit
in the Company’s investment policy statement set out below) the actual
gearing level at any point in time will fluctuate, since it is a function of,
among other things, asset valuations and the timing of investment and
realisation cash flows. The Board anticipates that the Company may
be in a net cash position during certain periods (for example during
periods of high valuations where realisations might be expected to
exceed investment) but may have net debt in other periods (for example
where valuations are relatively low or after periods of low return flows).
The Board therefore proposes to seek shareholder approval at
the Annual General Meeting on 17 July 2014 to amend the current
investment policy so that the 15% maximum exposure limit for a single
investment relates to the cost of the investment as a proportion of the
portfolio value as shown in the then most recent portfolio valuation.
The proposed change also provides that a higher maximum exposure
limit of 30% should apply to 3i’s investment in 3i Infrastructure plc,
as that company is itself a diversified investment vehicle.
The proposed amended investment policy is set out below and further
details are set out in the 2014 Notice of Annual General Meeting.
Current Investment policy
3i is an investment company which aims to provide its shareholders
Proposed amended Investment policy
3i is an investment company which aims to provide its
with quoted access to private equity, infrastructure and debt
management investment returns. Currently, its main focus is on
making quoted and unquoted equity and/or debt investments in
businesses and funds across Europe, Asia and the Americas. The
geographies, economic sectors, funds and asset classes in which
3i invests continue to evolve as opportunities are identified. Proposed
investments are assessed individually and all significant investments
require approval from the Group’s Investment Committee.
Overall investment targets are subject to periodic reviews and
the investment portfolio is also reviewed to monitor exposure
to specific geographies, economic sectors and asset classes.
3i seeks to diversify risk through significant dispersion of
investments by geography, economic sector, asset class and size
as well as through the maturity profile of its investment portfolio.
In addition, although 3i does not set maximum exposure limits
for asset allocations, no more than 15% by value of 3i’s portfolio
can be held in a single investment.
Investments are generally funded with a mixture of debt and
shareholders’ funds with a view to maximising returns to
shareholders, whilst maintaining a strong capital base. 3i’s gearing
depends not only on its level of debt, but also on the impact
of market movements and other factors on the value of its
investments. The Board takes this into account when, as required,
it sets a precise maximum level of gearing. The Board has
therefore set the maximum level of gearing at 150% and has set
no minimum level of gearing. If the gearing ratio should exceed
the 150% maximum limit, the Board will take steps to reduce the
gearing ratio to below that limit as soon as practicable thereafter.
3i is committed to achieving balance sheet efficiency.
Proposed changes to
Investment policy
3i will continue to seek to diversify risk through significant dispersion
of investments. Following the strategic review in June 2012, and the
implementation of the asset management initiatives in the Private Equity
business, the portfolio has performed strongly. The Board has taken the
view that the investment policy should apply its maximum exposure limit
for a single investment to cost, not value, to avoid good performance
becoming a restriction on its ability to maximise shareholder value
through requiring a premature disposal of an investment which
reached a limit on value.
shareholders with quoted access to private equity, infrastructure
and debt management investment returns. Currently, its main
focus is on making quoted and unquoted equity and/or debt
investments in businesses and funds across Europe, Asia and the
Americas. The geographies, economic sectors, funds and asset
classes in which 3i invests continue to evolve as opportunities
are identified. Proposed investments are assessed individually
and all significant investments require approval from the Group’s
Investment Committee. Overall investment targets are subject
to periodic reviews and the investment portfolio is also reviewed
to monitor exposure to specific geographies, economic sectors
and asset classes.
3i seeks to diversify risk through significant dispersion of
investments by geography, economic sector, asset class and size
as well as through the maturity profile of its investment portfolio.
Although 3i does not set maximum exposure limits for asset
allocations, it does have a maximum exposure limit that, save as
mentioned below, no investment will be made unless its cost does
not exceed 15% of the investment portfolio value as shown in the
last published valuation. A further investment may be made in
an existing investee company provided the aggregate cost of that
investment and of all other investments in that investee company
does not exceed 15% of the investment portfolio value as shown
in the last published valuation. A higher limit of 30% will apply
to the Company’s investment in 3i Infrastructure plc. For the
avoidance of doubt, 3i may retain an investment even if its
carrying value is greater than 15% or 30% (as the case may be)
of the portfolio value at the time of an updated valuation.
Investments are generally funded with a mixture of debt and
shareholders’ funds with a view to maximising returns to
shareholders, whilst maintaining a strong capital base. 3i’s
gearing depends not only on its level of debt, but also on the
impact of market movements and other factors on the value
of its investments. The Board takes this into account when, as
required, it sets a precise maximum level of gearing. The Board
has therefore set the maximum level of gearing at 150% and
has set no minimum level of gearing. If the gearing ratio should
exceed the 150% maximum limit, the Board will take steps to
reduce the gearing ratio to below that limit as soon as practicable
thereafter. 3i is committed to achieving balance sheet efficiency.
3i Group plcAnnual report and accounts 2014Corporate Governance 74
Statutory and corporate governance information
Tax and investment company status
The Company is an investment company as defined by section 833
of the Companies Act 2006. HM Revenue & Customs has approved the
Company as an investment trust under section 1158 of the Corporation
Tax Act 2010 and the Company directs its affairs to enable it to continue
to remain so approved.
Regulation and management
arrangements
3i Investments plc, 3i Debt Management Investments Limited, 3i BIFM
Investments Limited, 3i Europe plc and 3i Nordic plc, all of which are
subsidiaries of the Company, are authorised and regulated by the
Financial Conduct Authority (“FCA”) under the Financial Services
and Markets Act 2000. Where applicable, certain Group subsidiaries’
businesses outside the United Kingdom are regulated locally by
relevant authorities.
3i Investments plc acts as investment manager to the Company and
certain of its subsidiaries. Contracts for these investment management
and other services, for which regulatory authorisation is required,
provide for fees based on the work done and costs incurred in providing
such services. These contracts may be terminated by either party
on reasonable notice.
3i plc provides the Group with certain corporate and administrative
services, for which no regulatory authorisation is required, under
contracts which provide for fees based on the work done and costs
incurred in providing such services together with a performance fee
based on realised profits on the sale of assets.
The Alternative Investment Fund Managers Directive (“AIFMD”) became
effective in July 2013. 3i is currently in the process of registering
3i Investments plc as an Alternative Investment Fund Manager (“AIFM”)
which in turn manages three Alternative Investment Funds (“AIFs”),
namely, 3i Group plc, 3i Growth Capital Fund and 3i Eurofund V. 3i has
assessed the various requirements of the AIFMD and has made the
necessary updates to its procedures to meet them.
The Annual report and accounts meet the investor reporting
requirements of AIFMD (as set out in FUND 3.2.2R of the FCA’s
Investment Funds sourcebook) for 3i Group plc as a standalone entity.
The Company’s profit for the year is stated in its Statement of changes
in equity and its Financial position is shown on page 106. The Company
performs substantially all of its investment related activities through
its subsidiaries and therefore the Group’s consolidated Statement
of Comprehensive income is considered to be more useful to investors
than a Company statement.
Furthermore in some instances the relevant AIFMD required disclosures
have been made in relation to the Group on a consolidated basis rather
than about 3i Group plc as a standalone entity. This is because 3i Group
plc, as a standalone entity, operates through its group subsidiaries
and therefore reporting on the Group’s activities provides more
relevant information on the Company and its position. There have been
no material changes to the Company’s operations in the past year.
Although the disclosures required by FUND 3.2.2R of the FCA’s Investment
Funds sourcebook are covered in this Annual report they are also,
for convenience, summarised on the 3i website at www.3i.com. This
will be updated as required and changes noted in future Annual reports.
As part of complying with AIFMD there is a requirement for
3i Investments plc, as AIFM, to appoint a depository for each AIF.
We are well progressed with appointing Citibank International plc as
depository and this will be completed prior to the AIFMD transitional
deadline of 22 July 2014.
Results and dividends
Total comprehensive income for the year was £478 million (2013:
£373 million). An interim dividend of 6.7p (comprising a base dividend
of 2.7p and an additional dividend of 4.0p) per ordinary share in respect
of the year to 31 March 2014 was paid on 8 January 2014. The Directors
recommend a final dividend of 13.3p (comprising a base dividend of
5.4p and an additional dividend of 7.9p) per ordinary share be paid in
respect of the year to 31 March 2014 to shareholders on the Register
at the close of business on 20 June 2014.
The trustee of The 3i Group Employee Trust (“the Employee Trust”)
has waived (subject to certain minor exceptions) dividends declared
on shares in the Company held by the Employee Trust and the Trustee
of The 3i Group Share Incentive Plan has waived dividends on unallocated
shares in the Company held by it.
Share capital
The issued share capital of the Company as at 31 March 2014 comprised
971,803,122 ordinary shares of 73 19/22p each and 4,635,018 B shares
(cumulative preference shares of 1p each), representing 99.99% and
0.01% respectively of the Company’s issued share capital by
nominal value.
The issued ordinary share capital of the Company as at 1 April 2013
was 971,405,127 ordinary shares and increased over the year by
397,995 ordinary shares due to the issue of shares to the trustee of
The 3i Group Share Incentive Plan and on the issue of shares under
The 3i Group Discretionary Share Plan. At the Annual General Meeting
(“AGM”) on 18 July 2013, the Directors were authorised to repurchase
up to 97,000,000 ordinary shares in the Company (representing
approximately 10% of the Company’s issued ordinary share capital
as at 15 May 2013) until the Company’s AGM in 2014 or 17 October 2014,
if earlier. This authority was not exercised in the year.
The issued B share capital of the Company as at 1 April 2013 was
4,635,018 B shares and did not change in the year. At the AGM on
18 July 2013, the Directors were authorised to repurchase up to
4,635,018 B shares in the Company until the Company’s AGM in 2014 or
17 October 2014, if earlier. This authority was not exercised in the year.
3i Group plcAnnual report and accounts 2014Corporate Governance 75
3i’s remuneration policy is influenced by 3i’s financial and other
performance conditions and market practices in the countries in which
it operates. All employees receive a base salary and are also eligible to
be considered for a performance-related annual variable incentive award.
For those members of staff receiving higher levels of annual variable
incentive awards, a proportion of such awards is delivered in 3i shares,
vesting over a number of years.
Where appropriate, employees are eligible to participate in 3i share
schemes to encourage employees’ involvement in 3i’s performance.
Investment executives in the Private Equity business line may also
participate in carried interest schemes, which allow executives to share
directly in any future profits on investments. Similarly, investment
executives in the Infrastructure and Debt Management business lines
may participate in asset-linked and/or fee-linked incentive arrangements.
Employees participate in local state or company pension schemes
as appropriate to local market conditions.
Political donations
In line with Group policy, during the year to 31 March 2014 no donations
were made to political parties or organisations, or independent election
candidates, and no political expenditure was incurred.
Significant agreements
As at 31 March 2014 the Company was party to the following agreements
that are subject to a renegotiation period on a change of control of the
Company following a takeover bid:
(a) £450 million multi-currency Revolving Credit Facility Agreement dated
30 June 2011, between the Company, 3i Holdings plc, Lloyds TSB Bank plc
and 12 other banks. The Company is required to notify Lloyds TSB Bank
plc, as agent bank, within five days, of a change of control. This opens a
20-day negotiation period to determine if the Majority Lenders (as defined
in the agreement) are willing to continue the facility. Failing agreement,
amounts outstanding would be repayable and the facility cancelled; and
(b) £50 million multi-currency Revolving Credit Facility Agreement dated
29 September 2011, between the Company, 3i Holdings plc and Nordea
Bank Finland PLC London Branch. The Company is required to notify
the lender, within five days, of a change of control. This opens a 20-day
negotiation period to determine if the lender is willing to continue the
facility. Failing agreement amounts outstanding would be repayable
and the facility cancelled.
Debentures
As detailed in Note 21 to the Accounts, as at 31 March 2014 the Company
had in issue Notes issued under the 3i Group plc £2,000 million Note
Issuance Programme.
Directors’ conflicts of interests
Directors have a statutory duty to avoid conflicts of interest with the
Company. The Company’s Articles of Association enable Directors
to approve conflicts of interest and include other conflict of interest
provisions. The Company has implemented processes to identify potential
and actual conflicts of interest. Such conflicts are then considered for
approval by the Board, subject, if necessary, to appropriate conditions.
Directors’ indemnities
As permitted by the Company’s Articles of Association, the Company
has maintained Qualifying Third-Party Indemnity Provisions (as defined
under relevant legislation) for the benefit of the Company’s Directors
throughout the year.
Employment
The employment policy of the Group is one of equal opportunity in the
selection, training, career development and promotion of employees,
regardless of age, gender, sexual orientation, ethnic origin, religion and
whether disabled or otherwise.
3i treats applicants and employees with disabilities fairly and provides
facilities, equipment and training to assist disabled employees to do their
jobs. Arrangements are made as necessary to ensure support to job
applicants who happen to be disabled and who respond to requests to
inform the Company of any requirements. Should an employee become
disabled during their employment, efforts would be made to retain them
in their current employment or to explore the opportunities for their
retraining or redeployment within 3i. Financial support is also provided by
3i to support disabled employees who are unable to work, as appropriate
to local market conditions.
3i’s principal means of keeping in touch with the views of its employees
is through employee appraisals, informal consultations, team briefings,
and staff conferences. Managers throughout 3i have a continuing
responsibility to keep their staff fully informed of developments and
to communicate financial results and other matters of interest. This
is achieved by structured communication including regular meetings
of employees.
3i is an equal opportunities employer and has clear grievance and
disciplinary procedures in place. 3i also has an employee assistance
programme which provides a confidential, free and independent
counselling service and is available to all UK staff and their families
in the UK.
3i’s employment policies are designed to provide a competitive reward
package which will attract and retain high quality staff, whilst ensuring
that the relevant costs remain at an appropriate level.
Remuneration policy is reviewed by the 3i Group plc Remuneration
Committee, comprising 3i Group plc non-executive Directors.
3i Group plcAnnual report and accounts 2014Corporate Governance 76
Statutory and corporate governance information
Statement of Directors’
responsibilities
The Directors are responsible for preparing the Annual report and
accounts in accordance with applicable United Kingdom law and those
International Financial Reporting Standards (“IFRSs”) which have been
adopted by the European Union.
Under Company Law the Directors must not approve the Group financial
statements unless they are satisfied that they present fairly the financial
position, financial performance and cash flows of the Group for that
period. The Directors consider that this Annual report and accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s
performance, business model and strategy. In preparing the Group
financial statements the Directors:
(a) select suitable accounting policies in accordance with International
Accounting Standard 8: Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
(b) present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
(c) provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the
Group’s financial position and financial performance;
Going concern
The Directors have acknowledged their responsibilities in relation to
the financial statements for the year to 31 March 2014.
The Group’s business activities, together with the factors likely to affect its
future development, performance and position are set out in the Business
review section. The financial position of the Group, its capital structure,
gearing and liquidity positions are described in the Financial review
section. The Group’s policies on risk management, including treasury
and funding risks, are contained in the Risk section. Further details are
contained in the Financial statements and Notes including, in particular,
details on financial risk management and derivative financial instruments.
The Directors believe that the Group is well placed to manage its business
risks successfully. The Directors have considered the uncertainties
inherent in current and expected future market conditions, their possible
impact upon the financial performance of the Group and a report from
the Group Finance Director on the outlook for liquidity. After consideration,
the Directors are satisfied that the Company has and will maintain
sufficient financial resources to enable it to continue operating in the
foreseeable future and therefore continue to adopt the going concern
basis in preparing the Annual report and accounts.
Audit information
Pursuant to section 418(2) of the Companies Act 2006, each of the
Directors confirms that:
(d) state that the Group has complied with IFRSs, subject to any material
departures disclosed and explained in the financial statements; and
(a) so far as they are aware, there is no relevant audit information
of which the Company’s auditors are unaware; and
(b) they have taken all steps they ought to have taken to make themselves
aware of any relevant audit information and to establish that the
Company’s auditors are aware of such information.
Appointment of auditors
In accordance with section 489 of the Companies Act 2006, a resolution
proposing the reappointment of Ernst & Young, LLP as the Company’s
auditors will be put to members at the forthcoming AGM.
(e) make judgements and estimates that are reasonable.
The Directors have a responsibility for ensuring that proper accounting
records are kept which are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the Group
financial statements comply with the Companies Act 2006.
They have a general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
In accordance with the FCA’s Disclosure and Transparency Rules,
the Directors confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
(b) the Directors’ report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole together
with a description of the principal risks and uncertainties that they face.
The Directors of the Company and their functions are listed in the Board
of Directors and Executive Committee section.
3i Group plcAnnual report and accounts 2014Corporate Governance Corporate governance statement
77
This section of the Directors’ report contains
the corporate governance statement required
by FCA Disclosure and Transparency Rule 7.2.
Corporate governance
The Company seeks to comply with established best practice in the field
of corporate governance. The Board has adopted core values and global
policies which set out the behaviour expected of staff in their dealings
with shareholders, customers, colleagues, suppliers and others who
engage with the Company.
Throughout the year, the Company complied with the provisions of the
UK Corporate Governance Code (the “Code”) published by the Financial
Reporting Council in September 2012.
The Board’s responsibilities
and processes
The Board’s key responsibilities are described on page 70. It is
responsible to shareholders for the overall management of the Group
and may exercise all the powers of the Company subject to the
provisions of relevant statutes, the Company’s Articles of Association
and any directions given by special resolution of the shareholders. The
Articles of Association empower the Board to offer, allot, grant options
over or otherwise deal with or dispose of the Company’s shares as the
Board may decide. The Companies Act 2006 authorises the Company
to make market purchases of its own shares if the purchase has first
been authorised by a resolution of the Company.
At the AGM in July 2013, shareholders renewed the Board’s authority
to allot ordinary shares and to repurchase ordinary shares on behalf
of the Company subject to certain limits and also renewed the Board’s
authority to repurchase B shares on behalf of the Company subject to
certain limits. Details of the authorities which the Board will be seeking
at the 2014 AGM are set out in the 2014 Notice of AGM.
The Articles of Association also specifically empower the Board to
exercise the Company’s powers to borrow money and to mortgage
or charge the Company’s assets and any uncalled capital and to issue
debentures and other securities.
Matters reserved for the Board
The Board has approved a formal schedule of matters reserved
to it and its duly authorised Committees for decision. These include:
Approval of the Group’s overall strategy, strategic plan and annual
operating budget;
Approval of the Company’s half-yearly and annual financial statements
and changes in the Group’s accounting policies or practices;
Changes relating to the capital structure of the Company or its
regulated status;
Major capital projects;
Major changes in the nature of business operations;
Investments and divestments in the ordinary course of business
above certain limits set by the Board from time to time;
Adequacy of internal control systems;
Appointments to the Board and the Executive Committee;
Principal terms and conditions of employment of members
of the Executive Committee; and
Changes in employee share schemes and other long-term
incentive schemes.
Matters delegated by the Board to management include implementation
of the Board approved strategy, day-to-day operation of the business,
the appointment and remuneration of all executives below the Executive
Committee and the formulation and execution of risk management
policies and procedures.
A succession and contingency plan for executive leadership is prepared
by management and reviewed periodically by the Board. The purpose
of this plan is to identify suitable candidates for succession to key senior
management positions, agree their training and development needs,
and ensure the necessary human resources are in place for the
Company to meet its objectives.
Meetings of the Board
The principal matters considered by the Board during the year
(in addition to matters formally reserved to the Board) included:
The Group’s strategic model, related KPIs and annual budget;
Regular reports from the Chief Executive;
Regular reports from the Board’s committees;
The recommendations of the Valuations Committee on valuations
of investments;
The Annual report and accounts, half yearly report and quarterly
interim management statements;
The Group’s dividend policy;
Organisational capability and succession plans; and
The acquisition of Barclays Infrastructure Fund Management Limited.
Reports and papers are circulated to the Directors in a timely manner
in preparation for Board and Committee meetings. These papers are
supplemented by information specifically requested by the Directors
from time to time.
Performance evaluation
During the year, the Board conducted its annual evaluation of its
own performance and that of its committees and individual Directors.
Further details are given on page 72.
3i Group plcAnnual report and accounts 2014Corporate Governance 78
Corporate governance statement
Attendance at Board and Committee Meetings
The table below shows the number of full meetings of the Board and its committees attended by Directors during the year to 31 March 2014 and,
in brackets, the number of such meetings they were eligible to attend. In addition to these meetings a number of ad hoc meetings were held to deal
with specific items as they arose.
Total meetings held
Number attended:
Sir Adrian Montague
S A Borrows
J S Wilson
J P Asquith
A R Cox
D A M Hutchison 1
R H Meddings
W Mesdag 2
M G Verluyten
Audit and
Compliance
Committee
6
Board
7
7(7)
7(7)
7(7)
7(7)
7(7)
3(3)
7(7)
5(5)
7(7)
6(6)
6(6)
6(6)
4(4)
Nominations
Committee
Remuneration
Committee
Valuations
Committee
Brand and
Values
Committee3
7
7(7)
6(7)
5(7)
7(7)
4(4)
7(7)
3(3)
7(7)
6
6(6)
6(6)
2(2)
4(4)
4
4(4)
4(4)
4(4)
1(1)
3(3)
0(1)
2
2(2)
2(2)
2(2)
2(2)
1(1)
1(2)
1(1)
2(2)
1 Appointed 11 November 2013.
2 Resigned 30 November 2013.
3 Although not members of the Brand and Values Committee all non-executive Directors are invited to attend and participate in the Committee’s meetings.
Appointment and re-election
of Directors
Subject to the Company’s Articles of Association, the Companies Acts
and satisfactory performance evaluation, non-executive Directors are
appointed for an initial three-year term. Before the third and sixth
anniversaries of first appointment, the Director discusses with the Board
whether it is appropriate for a further three-year term to be served.
Under the Company’s Articles of Association the minimum number of
Directors is two and the maximum is 20, unless otherwise determined
by the Company by ordinary resolution. Directors are appointed by
ordinary resolution of shareholders or by the Board. The Company’s
Articles of Association provide for Directors to retire by rotation at an
AGM if they were appointed by the Board since the preceding AGM, they
held office during the two preceding AGMs but did not retire at either
of them, they held non-executive office for a continuous period of nine
years or more at the date of that AGM, or they choose to retire from
office. Shareholders can remove any Director by special resolution
and appoint another person to be a director in their place by
ordinary resolution.
Subject to the Company’s Articles of Association, retiring Directors are
eligible for reappointment. The office of Director is vacated if the Director
resigns, becomes bankrupt or is prohibited by law from being a Director
or where the Board so resolves following the Director suffering from
ill-health or being absent from Board meetings for 12 months without
the Board’s permission.
In accordance with the Code all Directors choose to submit to
reappointment every year. Accordingly, at the AGM to be held on
17 July 2014, all the Directors will retire from office. All the Directors
are eligible for and seek reappointment other than Mr R H Meddings
who will retire as a Director at the conclusion of the AGM. The Board’s
recommendation for the reappointment of Directors is set out in the 2014
Notice of AGM.
3i Group plcAnnual report and accounts 2014Corporate Governance 79
The roles of the Chairman,
Chief Executive and Senior
Independent Director
The Board approved division of responsibilities between the Chairman
of the Board and the Chief Executive is described on page 72.
Mr R H Meddings has served as Senior Independent Director since
October 2010, to whom, in accordance with the Code, concerns can
be conveyed.
Directors
Directors’ biographical details are set out on page 68. The Board
currently comprises the Chairman, five independent non-executive
Directors and two Executive Directors. Sir Adrian Montague served
as Chairman and Mr J P Asquith, Mr S A Borrows, Mr A R Cox,
Mr R H Meddings, Ms M G Verluyten and Mrs J S Wilson served
as Directors throughout the year under review. Mr W Mesdag served
as a Director until 30 November 2013 and Mr D A M Hutchison served
as a Director from 11 November 2013.
In addition to fulfilling their legal responsibilities as Directors, non-
executive Directors are expected to bring an independent judgment
to bear on issues of strategy, performance, resources and standards
of conduct, and to help the Board provide the Company with effective
leadership. Further details of their role are set out on page 72. Non-
executive Directors are expected to make available sufficient time
to meet the requirements of the appointment. The average time
commitment is expected to be around 15 days a year together with
additional time for serving on the Board’s committees.
Training and development
The Company has a training policy which provides a framework within
which training for Directors is planned with the objective of ensuring
Directors understand the duties and responsibilities of being a director
of a listed company. All Directors are required to update their skills and
maintain their familiarity with the Company and its business continually.
Presentations on different aspects of the Company’s business are made
regularly to the Board. On appointment, all non-executive Directors have
discussions with the Chairman and the Chief Executive following which
appropriate briefings on the responsibilities of Directors, the Company’s
business and the Company’s procedures are arranged. The Company
provides opportunities for non-executive Directors to obtain a thorough
understanding of the Company’s business by meeting members of the
senior management team who in turn arrange, as required, visits to
investment or support teams.
The Company has procedures for Directors to take independent legal
or other professional advice about the performance of their duties.
The Board’s Committees
As described on page 71, the Board is assisted by various principal
committees of the Board which report regularly to it.
Audit and Compliance Committee
The membership and activities of the Audit and Compliance Committee
are described in its report on pages 84 to 86.
Remuneration Committee
The membership and activities of the Remuneration Committee are
described in the Directors’ remuneration report.
The Board’s discussions, and its approval of the Group’s strategic plan
and annual budget, provide the non-executive Directors with the
opportunity to contribute to and validate management’s plans and assist
in the development of strategy. The non-executive Directors receive
regular management accounts, reports and information which enable
them to scrutinise the Company’s and management’s performance
against agreed objectives.
Nominations Committee
The Nominations Committee comprises Sir Adrian Montague (Chairman),
Mr S A Borrows, Mr J P Asquith, Mr A R Cox, Mr D A M Hutchison,
Mr R H Meddings, and Ms M G Verluyten, all of whom served throughout
the year, save for Mr Hutchison who served from his appointment as
a Director on 11 November 2013. Mr W Mesdag was a member of the
Committee until his resignation from the Board on 30 November 2013.
Directors’ independence
All the non-executive Directors (other than the Chairman, who was
independent on appointment) were considered by the Board to be
independent for the purposes of the Code in the year to 31 March 2014.
The Board reviews non-executive Director independence at least
annually, having regard to the potential relevance and materiality
of a Director’s interests and relationships. No Director was materially
interested in any contract or arrangement subsisting during or at the
end of the financial period that was significant in relation to the
business of the Company.
Directors’ employment contracts
Details of Executive Directors’ employment contracts are set out
in the Directors’ remuneration report.
During the year, the Nominations Committee held seven meetings
at which it:
Considered the size, balance, diversity (including gender) and
composition of the Board, including succession planning, and the
needs of the Company in terms of the desirable experience and
qualifications of future appointees as non-executive Directors;
Considered candidates for appointment as non-executive Director
and recommended to the Board the appointment of Mr Hutchison; and
Considered and put in train arrangements for selecting further
candidates for recommendation to the Board for appointment
as non-executive Director.
3i Group plcAnnual report and accounts 2014Corporate Governance 80
Corporate governance statement
The Company has a formal, rigorous and transparent process for the
appointment of Directors with the objective of identifying the skills and
experience profile required of new Directors and identifying suitable
candidates. The procedure includes the appraisal and selection of
potential candidates by the Committee, including (in the case of non-
executive Directors) whether they have sufficient time to fulfil their roles.
Specialist recruitment consultants assist the Committee to identify
suitable candidates for appointment. The Committee’s recommendations
for appointment are put to the full Board for approval.
Further to the publication of the Davies Report on Women on Boards,
and Code Provision B.2.4, the Board strongly supports the principle
of boardroom diversity, of which gender is one important aspect.
The Board’s aim is to have a broad range of approaches, backgrounds,
skills and experience represented on the Board and to make
appointments on merit and against objective criteria, including diversity.
External search consultancies engaged by the Company are instructed
to put forward for all Board positions a diversity of candidates including
women candidates. Neither of the two external search consultancies
engaged by the Committee during the year, The Zygos Partnership and
Russell Reynolds Associates, had other connections with the Company.
Valuations Committee
The Valuations Committee comprises Mr D A M Hutchison (Chairman),
Sir Adrian Montague, Ms M G Verluyten, Mr S A Borrows and
Mrs J S Wilson, all of whom served throughout the year except
Mr Hutchison who served from 30 November 2013 and Ms Verluyten
who served from 3 December 2013. Mr W Mesdag was a member
and Chairman of the Committee until his resignation as a Director
on 30 November 2013.
During the year, the Valuations Committee met four times and:
Considered and made recommendations to the Audit and
Compliance Committee and the Board on the quarterly valuations
of the Group’s investments;
The valuation policy was reviewed formally in January 2014. The
situations where run-rate earnings are appropriate, the application
of caps and discounts and the valuation of equity stakes in CLOs were
specifically discussed and recommended. The Committee also reviewed
and recommended amendments to the policy in light of the application
of AIFMD to ensure compliance.
In addition to the Committee members, meetings of the Valuations
Committee are also attended by the Group Financial Controller,
members of the central Valuations team and the external Auditors.
Brand and Values Committee
The Brand and Values Committee comprises Sir Adrian Montague
(Chairman), Mr S A Borrows and Mr K J Dunn, all of whom served
throughout the year. In addition, all of the Company’s non-executive
Directors are invited to attend meetings of the Committee and participate
in its discussions.
During the year, the Brand and Values Committee met twice. Activities
in the year included considering and approving changes to the ESG
management framework within the Group, reviewing and updating
the Group’s Responsible Investment policy and receiving reports on
reputational risk matters. It also reviewed proposed changes to the
Committee’s own terms of reference intended to refocus the Committee
on a range of specific reputation linked issues.
Treasury Transactions Committee
In addition to its Principal Committees, the Board also has a number
of other standing committees established to consider specific items
of business on an ad hoc basis as required. These include the Treasury
Transactions Committee which comprises the Chairman, the Chief
Executive, the Group Finance Director and the Group Treasurer and
meets as required to approve treasury transactions. At least two
members of the Committee are required to attend meetings to form
a quorum.
Received reports from the external Auditors on the valuations
process and proposed valuations;
The Company Secretary
Directors have access to the advice and services of the General Counsel
and Company Secretary, who advises the Board, through the Chairman,
on governance matters. The Company’s Articles of Association and
the schedule of matters reserved to the Board or its duly authorised
committees for decision provide that the appointment and removal
of the Company Secretary is a matter for the full Board.
Reviewed the Group’s valuation policies and procedures and
recommended changes to the Audit and Compliance Committee
and the Board where relevant; and
Considered and made recommendations on all other matters relating
to the valuations for the purpose of the accounts of the Company and
the consolidated accounts of the Company and its subsidiaries.
The Company has a formal, robust process for valuing its investment
portfolio and the investment portfolio of its subsidiaries. This process,
and the policy which governs it, is reviewed annually. The Valuations
Committee, under delegated authority from the Board of the Company,
considers amendments and changes to the policy and recommends
them to the Audit and Compliance Committee and the Board. The
Valuation policy complies with applicable International Financial
Reporting Standards (IFRS) and the guidelines issued by the International
Private Equity Valuations Board (the IPEV guidelines). The policy is
applied to all investment assets held by the Company or its subsidiaries,
or vehicles managed or advised by the Company or its subsidiaries.
3i Group plcAnnual report and accounts 2014Corporate Governance 81
Major interests in ordinary shares
Notifications of the following major voting interests in the Company’s ordinary share capital (notifiable in accordance with Chapter 5 of the FCA’s
Disclosure and Transparency Rules or section 793 Companies Act 2006) had been received by the Company as at 31 March 2014 and 1 May 2014.
Major interests in ordinary shares
BlackRock, Inc
Artemis Investment Management LLP
UBS Global Asset Management
Legal & General Investment Management Limited
J O Hambro Capital Management Group Limited
Royal London Asset Management Limited
Relations with shareholders
The Board recognises the importance of maintaining a purposeful
relationship with shareholders. The Chief Executive and the Group
Finance Director meet with the Company’s principal shareholders to
discuss relevant issues as they arise. The Chairman maintains a dialogue
with shareholders on strategy, corporate governance and Directors’
remuneration as required. The Board receives reports from the
Company’s brokers on shareholder issues and non-executive Directors
are invited to attend the Company’s presentations to analysts and are
offered the opportunity to meet shareholders.
The Company also uses its AGM as an opportunity to communicate with
its shareholders. At the Meeting, business presentations are generally
made by the Chairman and the Chief Executive. The Chairmen of the
Remuneration, Audit and Compliance, and Nominations Committees
are generally available to answer shareholders’ questions.
The 2013 Notice of AGM was dispatched to shareholders not less than
20 working days before the Meeting. At that Meeting, voting on each
resolution was taken on a poll and the poll results were made available
on the Company’s website.
Rights and restrictions
attaching to shares
A summary of the rights and restrictions attaching to shares as
at 31 March 2014 is set out below.
The Company’s Articles of Association may be amended by special
resolution of the shareholders in general meeting. Holders of ordinary
shares and B shares enjoy the rights set out in the Articles of Association
of the Company and under the laws of England and Wales. Any share
may be issued with or have attached to it such rights and restrictions
as the Company by ordinary resolution or, failing such resolution,
the Board may decide.
As at 31
March 2014
122,120,719
60,476,307
36,937,866
35,364,367
30,122,056
–
% of issued
share capital
12.57%
6.22%
3.80%
3.64%
3.10%
below 3%
As at
1 May 2014
124,135,432
61,494,728
37,127,198
33,056,726
32,060,759
30,372,540
% of issued
share capital
12.77%
6.33%
3.82%
3.40%
3.30%
3.13%
Holders of ordinary shares are entitled to attend, speak and vote at
general meetings and to appoint proxies and, in the case of corporations,
corporate representatives to attend, speak and vote at such meetings on
their behalf. To attend and vote at a general meeting a shareholder must
be entered on the register of members at such time (not being earlier
than 48 hours before the meeting) as stated in the Notice of general
meeting. On a poll, holders of ordinary shares are entitled to one vote
for each share held. Holders of ordinary shares are entitled to receive
the Company’s Annual report and accounts, to receive such dividends
and other distributions as may lawfully be paid or declared on such
shares and, on any liquidation of the Company, to share in the surplus
assets of the Company after satisfaction of the entitlements of the
holders of the B shares or such other shares with preferred rights
as may then be in issue.
Holders of B shares are entitled, out of the profits available for
distribution in any year and in priority to any payment of dividend
or other distribution to holders of ordinary shares, to a cumulative
preferential dividend of 3.75% per annum calculated on the amount
of 127p per B share (“the Return Amount”). On a return of capital
(other than a solvent intra-Group reorganisation) holders of B shares
are entitled to receive in priority to any payment to holders of ordinary
shares payment of the Return Amount together with any accrued but
unpaid dividends but are not entitled to any further right of participation
in the profits or assets of the Company.
Holders of B shares are not entitled to notice of or to attend, speak or
vote at general meetings save where the B share dividend has remained
unpaid for six months or more or where the business of the meeting
includes consideration of a resolution for the winding-up of the Company
(other than a solvent intra-Group reorganisation) in which case holders
of B shares shall be entitled to attend, speak and vote only in relation to
such resolution and in either case shall, on a poll, be entitled to one vote
per B share held.
3i Group plcAnnual report and accounts 2014Corporate Governance 82
Corporate governance statement
There are no restrictions on the transfer of fully paid shares in the
Company, save as follows. The Board may decline to register: a transfer
of uncertificated shares in the circumstances set out in the Uncertificated
Securities Regulations 2001; a transfer to more than four joint holders;
a transfer of certificated shares which is not in respect of only one class
of share; a transfer which is not accompanied by the certificate for the
shares to which it relates; a transfer which is not duly stamped in
circumstances where a duly stamped instrument is required; or a
transfer where in accordance with section 794 of the Companies Act
2006 a notice (under section 793 of that Act) has been served by the
Company on a shareholder who has then failed to give the information
required within the specified time. In the latter circumstances the
Company may make the relevant shares subject to certain restrictions
(including in respect of the ability to exercise voting rights, to transfer
the shares validly and, except in the case of a liquidation, to receive
the payment of sums due from the Company). Since 14 July 2009, the
Company has been entitled to appoint a person to execute a transfer
on behalf of all holders of B shares in acceptance of an offer, paying the
holders such amount as they would have been entitled to on a winding-
up of the Company.
There are no shares carrying special rights with regard to control of the
Company. There are no restrictions placed on voting rights of fully paid
shares, save where in accordance with Article 12 of the Company’s
Articles of Association a restriction notice has been served by the
Company in respect of shares for failure to comply with statutory
notices or where a transfer notice (as described below) has been
served in respect of shares and has not yet been complied with.
In the circumstances specified in Article 38 of the Company’s Articles
of Association the Company may serve a transfer notice on holders
of shares. The relevant circumstances relate to: (a) potential tax
disadvantage to the Company, (b) the number of “United States
Residents” who own or hold shares becoming 75 or more, or (c) the
Company being required to be registered as an investment company
under relevant US legislation. The notice would require the transfer
of relevant shares and pending such transfer the rights and privileges
attaching to those shares would be suspended.
The Company is not aware of any agreements between holders
of its securities that may restrict the transfer of shares or exercise
of voting rights.
Portfolio management and
voting policy
In relation to unquoted investments, the Group’s approach is to seek
to add value to the businesses in which the Group invests through the
Group’s extensive experience, resources and contacts and through active
engagement with the Boards of those companies. In relation to quoted
investments, the Group’s policy is to exercise voting rights on all matters
affecting its interests.
Internal control
The Board is responsible for the Group’s system of internal control and
reviews its effectiveness at least annually. Such a system is designed
to manage rather than eliminate the risk of failure to achieve business
objectives and can provide only reasonable and not absolute assurance
against material misstatement or loss.
Through the regular meetings of the Board and the schedule of matters
reserved to the Board or its duly authorised committees for decision,
the Board aims to maintain full and effective control over appropriate
strategic, financial, operational and compliance issues.
The Board has put in place an organisational structure with clearly
defined lines of responsibility and delegation of authority. The Board
considers and approves a strategic plan and budget on an annual basis
and receives regular updates. In addition, there are established
procedures and processes for planning and controlling expenditure and
the making of investments. There are also information and reporting
systems for monitoring the Group’s businesses and their performance.
The Group Risk Committee is a management committee formed by the
Chief Executive and its purpose is to review the business of the Group in
order to ensure that business risk is considered, assessed and managed
as an integral part of the business. There is an ongoing process for
identifying, evaluating and managing the Group’s significant risks.
This process was in place for the year to 31 March 2014 and up to
the date of this report. Details of the risk management framework
can be found in the Risk section.
The overall internal control process is regularly reviewed by the Board
and the Audit and Compliance Committee and complies with the
internal control guidance for Directors on the Code issued by the
Turnbull Committee. The internal control process established for
the Group includes:
Policies
Core values and global policies together comprising the Group’s high
level principles and controls, with which all staff are expected
to comply;
Detailed policies and procedures, with processes for reporting
weaknesses and for monitoring corrective action; and
A Compliance manual, with procedures for reporting
compliance therewith.
3i Group plcAnnual report and accounts 2014Corporate Governance 83
Processes
Appointment of experienced and professional staff, both by
recruitment and promotion, of the necessary calibre to fulfil their
allotted responsibilities;
A planning framework which incorporates a Board approved strategic
plan, with objectives for each business unit;
Formal business risk reviews performed by management which
evaluate the potential financial impact and likelihood of identified risks
and possible new risk areas;
The setting of control, mitigation and monitoring procedures and the
review of actual occurrences, identifying lessons to be learnt;
A comprehensive system of financial reporting to the Board, based
on an annual budget with monthly reporting of actual results,
analysis of variances, scrutiny of key performance indicators and
regular re-forecasting;
Regular reports to the Board, which analyse funding requirements,
track the generation and use of capital and the volume of liquidity,
measure the Group’s exposure to exchange rate movements and
record the level of compliance with the Group’s funding objectives;
A Group Compliance function whose role is to integrate regulatory
compliance procedures and best practices into the Group’s
systems; and
Well defined procedures governing the appraisal and approval of
investments, including detailed investment and divestment approval
procedures, incorporating appropriate levels of authority and regular
post-investment reviews.
Verification
An Internal Audit function which undertakes periodic examination
of business units and processes and recommends improvements
in controls to management;
The external auditors who are engaged to express an opinion on
the annual financial statements; and
An Audit and Compliance Committee which considers significant
control matters and receives reports from Internal Audit, the external
auditors and Group Compliance on a regular basis.
The internal control system is monitored and supported by Internal Audit
and Group Compliance, which operate on an international basis and
report to management and the Audit and Compliance Committee on the
Group’s operations. The work of Internal Audit is focused on the areas of
greatest risk to the Group determined with reference to the Group’s risk
management process.
The external auditors independently and objectively review the approach
of management to reporting operating results and financial condition.
They also review and test the system of internal financial control and the
information contained in the annual financial statements to the extent
necessary for expressing their opinion.
Financial reporting
In the context of the above internal control framework, there are specific
processes in place in relation to Financial Reporting, including:
Comprehensive system of key control and oversight processes,
including regular reconciliations, line manager reviews and systems’
access controls;
Updates for consideration by the Audit and Compliance Committee
of accounting developments, including draft and new accounting
standards and legislation;
A separate Valuations Committee which considers the Group’s
investment valuation policies, application and outcome;
Approval of the Group’s budget by the Board and regular updates
on actual and forecast financial performance against budget;
Reports from Internal Audit on matters relevant to the financial
reporting process, including periodic assessments of internal controls,
processes and fraud risk;
Independent updates and reports from the external auditors on
accounting developments, application of accounting standards,
key accounting judgements and observations on systems and
controls; and
Regular risk reviews, including an assessment of risks to reliable
financial reporting covering people, processes and systems, and
updates on the management of identified risks or actual incidents.
Directors’ report
For the purposes of the UK Companies Act 2006, the Directors’ report
of 3i Group plc comprises the Strategic report on pages 5 to 65 and
Corporate Governance on pages 66 to 102.
The Directors’ report has been drawn up and presented in accordance
with and in reliance upon English company law and the liabilities of the
Directors in connection with that report shall be subject to the limitations
and restrictions provided by that law.
By order of the Board
K J Dunn
Company Secretary
13 May 2014
Registered Office:
16 Palace Street,
London SW1E 5JD
3i Group plcAnnual report and accounts 2014Corporate Governance 84
Audit Committee report
The Committee’s work
The Committee met six times during the year and the attendance of
members at meetings is shown in the table on page 78. During the year
the Committee’s activities included the following:
Considered, on behalf of the Board, whether the Annual report and
accounts taken as a whole, are fair, balanced and understandable,
and allow shareholders to assess the Group’s performance, business
model and strategy;
Received the reports of the Valuations Committee on the valuation
of the Group’s investment assets and recommended valuations
to the Board;
Reviewed portfolio management processes and tax compliance
Richard Meddings Chairman, Audit Committee
arrangements;
Reviewed the effectiveness of the internal control environment of the
Group and the Group’s compliance with its regulatory requirements;
Reviewed and recommended to the Board the accounting disclosures
comprised in the half-yearly and annual financial statements of the
Company and reviewed the scope of the annual external audit plan
and the external audit findings;
Received regular reports and updates from the Group’s internal audit
function on its audit plan, monitored its activities and reviewed its
independence, effectiveness and resourcing;
Received regular reports from Group Risk Committee and the Group’s
regulatory compliance function;
Oversaw the Company’s relations with its external auditors including
assessing auditor performance, independence and objectivity and
recommending the auditors’ reappointment;
Received an annual report from the Group Tax Director on
developments on the legislation, status of the Group’s compliance
and approach to the management of tax risks;
Met separately with the Group Finance Director, the Director, Internal
Audit, the Director, Group Compliance and the external auditors in the
absence of management; and
Received regular reports on litigation involving the Group, on the
Group’s regulatory capital position, on developments in regulation and
accounting standards, on bank covenants and third-party liabilities,
and on Directors’ and Executive Committee members’ expenses.
Further details on a number of these activities are provided in the
remainder of this report.
“The Audit Committee has had a busy
year, particularly considering the
changes to accounting standards
and the presentation of the
Group’s performance.”
Introduction
This is the first separate Audit Committee
report we have presented since the
recommendations of the Financial Reporting
Council. In the report, I have set out the matters
of focus for the Committee during the course
of the year, the areas in which judgment
has been exercised, and considered the
effectiveness, independence and objectivity
of our external auditors.
Membership
The Audit and Compliance Committee comprises Mr R H Meddings
(Chairman), Mr J P Asquith and Mr A R Cox all of whom are independent
non-executive Directors and served throughout the year. In addition
Ms M G Verluyten served as a member of the Committee until
3 December 2013, The Board is satisfied that the Committee Chairman,
Mr R H Meddings, has recent and relevant financial experience.
Regular attendees at the meetings are the Chief Executive, Group
Finance Director, Group Financial Controller, Heads of Internal Audit
and Compliance and the external auditors, Ernst & Young LLP. Members
of the Executive Committee and other attendees may be invited from
time to time depending on the nature of agenda items.
3i Group plcAnnual report and accounts 2014Corporate Governance 85
Significant issues on the Financial statements
The Committee considered the following significant issues in relation to the results for the year:
Area of judgment
What the Committee did
Valuation of the Proprietary Capital portfolio
The most material area of judgment in the financial statements relates
to the valuation of the unquoted Proprietary Capital portfolio, which
at 31 March 2014 was £3,011 million, or 91% of net assets, under the
Investment basis.
In recognition of the importance of this area the Board has established
a separate Valuations Committee to review the valuations policy,
process and application to individual investments. This Committee
provides quarterly reports to the Audit and Compliance Committee.
Portfolio valuations are prepared in accordance with IFRS and the
IPEV guidelines. A detailed explanation of the valuations policy is
provided on pages 156 to 158.
Application of IFRS 10
The Group makes investments in portfolio companies, directly and
on behalf of third-parties. In certain circumstances, as investment
manager or adviser, the Group is assessed as having control of those
investments under IFRS.
IFRS 10 acknowledges that as an investment company the nature
of that control differs from that of a holding company of an operating
subsidiary, and provides an investment entity exception from the
requirement to consolidate its interests in portfolio companies, and
allows the Group to continue to record its investments at fair value.
However, the detailed application of IFRS 10 also results in the
deconsolidation of a number of intermediate holding companies in the
Group which are now also recorded at fair value. The consequence of
this is less transparency of the underlying performance of the Group’s
Proprietary Capital investments and of other key performance
indicators of the Group.
Therefore, in the interest of transparency, and in the context of the need
to ensure that the Annual report and accounts are fair, balanced and
understandable, the results are presented on an Investment basis,
which continues to consolidate the intermediate holding companies.
A reconciliation from the Investment basis to IFRS financial statements
is provided in pages 54 to 57, and the primary statements and Notes
to the accounts (pages 103 to 151) have been prepared in accordance
with IFRS 10.
On behalf of the Board, the Committee receives and reviews quarterly
reports from the Chairman of the Valuations Committee and the Group
Finance Director, which support the published net asset value of the
Group. The external auditors review the valuations and input from the
external auditors includes detailed review by their valuations practice
to support the audit team.
In addition to that regular review, during the year it specifically considered:
the appropriateness and extent of capping and discounting multiples
used to value the Private Equity portfolio in positive markets;
the use of run-rate earnings in high growth companies, and in
respect of the Group’s investment in Action in particular; and
the need to enhance the valuation process in respect of equity
investments in Debt Management as fund raising conditions
improved and the amount of investment increased.
The Committee satisfied itself that the Valuations Committee had
discharged its responsibilities appropriately through a review of the
detailed Valuation Committee papers, enquiry of the Chairman of the
Valuations Committee, the Group Finance Director and the external
auditors. No adjustments to the valuations proposed were made as
a result of those reviews.
The Committee followed the developments of IFRS 10 closely, receiving
regular reports from the Group Finance Director, Group Financial
Controller and the external auditors and noting the guidance
recommended by the IFRS Interpretations Committee (“IFRIC”)
in January 2014, which was marginally supported, but not adopted
by the IASB in March 2014.
It considered the merits of adopting the standard early, with effect from
1 April 2013, and concluded that on balance it was preferable to do so,
taking account of the impracticalities of potentially consolidating the
many portfolio companies.
It reviewed the presentation of the Investment basis, the reconciliation
to the IFRS financial statements, and the IFRS financial statements and
the Notes to those statements.
It made enquiries of the external auditors to understand the detailed
application of IFRS 10.
The Committee concluded that the requirement to present an Annual
report and accounts that is fair, balanced and understandable took
precedence over the need to avoid the prevalence of non-GAAP
measures in the strategic report. It was satisfied that the detailed
explanation and reconciliation from the Investment basis and IFRS
financial statements was sufficient to ensure transparency for the
users of the financial statements.
3i Group plcAnnual report and accounts 2014Corporate Governance 86
Audit Committee report
Area of judgment
Segmental reporting
During the year, the Group has developed the business model which
reflects that it has two principal activities: Proprietary Capital investing
and Fund Management.
Different proportions of Proprietary Capital are invested in Private
Equity, in Infrastructure and in Debt Management, as illustrated in
the Strategic report on page 12.
Correspondingly different levels of third-party capital are managed
or advised for each business line. The strategic intent is to ensure
that the combined Fund Management activity as a whole is profitable
on a sustainable basis.
Assessing external audit
effectiveness
The Committee specifically reviews the effectiveness of the external
auditors, Ernst & Young LLP, each year. It does so through the use
of questionnaires completed by management, considering the extent
of their contribution at its meetings throughout the course of the year,
and in one-to-one meetings between Ernst & Young LLP and members
of the Committee, and concluded that the audit was effective.
During the year the Committee reviewed the Audit Quality Inspections
Annual Report and the Public Report on Ernst & Young LLP. It also
considered the audit plan for the year, which includes the use of
Ernst & Young LLP’s valuation practice to support the audit of the
portfolio valuations.
Appointing the Auditor and
safeguards on non-audit services
Ernst & Young LLP has been the Group’s statutory auditor since at least
1994 when 3i Group became listed. The engagement audit partner was
rotated this year. The Committee is aware of the new requirement to
undertake a tender of the external audit every 10 years and change
auditor at least every 20 years. The Committee last reviewed the audit
market in 2008 and the audit fee structure in 2012.
The Committee has considered when to undertake a full tender. In doing
so it has had regard to the extent of change in the Group following the
strategic review in June 2012, which included a significant reduction
in the headcount in the Finance team, the implementation of the new
Private Equity financial system, a significant increase in reporting in
accordance with the new requirements of AIFMD, EMIR, CRD IV and
FATCA and the application of IFRS 10 in the current year. A full tender
will therefore be conducted at an appropriate time between now and
2018, when the current audit partner will be due for rotation.
What the Committee did
The Committee considered the development of the presentation
of the Group’s Proprietary Capital and Fund Management activities.
Using papers prepared by management during the course of the year,
it reviewed the extent of segmental reporting and considered whether
disclosure had been enhanced or reduced.
It reviewed the allocation methodology for the treatment of operating
costs, carried interest payable and receivable and net interest payable.
It also reviewed the basis of calculation for the synthetic management
fee applied to the Proprietary Capital and Fund Management results
based on market rates and industry practice.
Accordingly, the Committee concluded that the segmental reporting
should be augmented, at this stage of the Group’s strategic
development, with consolidated Proprietary Capital and Fund
Management returns data.
The Committee recognises the importance of ensuring the independence
and objectivity of the Company’s auditors. It reviews the nature and
extent of the services provided by them, the level of their fees and the
element comprising non-audit fees.
The Committee Chairman is notified of all assignments allocated
to Ernst & Young LLP over a set threshold, other than those related
to due diligence within the Group’s investment process where the team
engaged would be independent of the audit team. Appointments in
relation to the investment process are reviewed separately by the
Investment Committee. Safeguards have been put in place to reduce the
likelihood of compromising auditor independence, including the following
principles which are applied in respect of services provided by the
auditors and other accounting firms and monitored by the Committee:
Services required to be undertaken by the auditors, which include
regulatory returns, formalities relating to borrowings, shareholder and
other circulars. This work is normally allocated directly to the auditors;
Services which it is most efficient for the auditors to provide. In this
case, information relating to the service is largely derived from the
Company’s audited financial records; for example, corporate tax
services. This work is normally allocated to the auditors subject
to consideration of any impact on their independence; and
Services that could be provided by a number of firms including
general consultancy work. All significant consultancy projects are
normally put out to tender and work would be allocated to the auditors
only if it did not present a potential threat to the independence of the
audit team. Included in this category is due diligence work relating
to the investment process. If this service were to be provided by the
auditors, the specific team engaged would be independent of the
audit team.
Details of the fees paid to the auditors are disclosed in Note 5 to the
financial statements.
By order of the Board
R H Meddings
Chairman, Audit Committee
13 May 2014
3i Group plcAnnual report and accounts 2014Corporate Governance Directors’ remuneration report
87
Grow third-party income and generate
a sustainable annual operating profit from
our fund management activities
Assets under management grew by £41 million to £12,911 million during
the year, and together with the cost reduction programme the Fund
Management platform generated an underlying profit (excluding
restructuring and amortisation costs) and margin of £33 million and 26%
respectively, compared to £17 million and 13% for the previous year.
Improve capital allocation, focusing on enhanced
shareholder distributions and re-investment in
our core investment businesses
There continues to be significant improvement in the shift away from using
capital to pay operating costs, funding costs and debt repayment costs and
towards more being used for shareholder distributions and reinvestment.
These significant achievements and progress made during the year
are reflected in the remuneration decisions contained within the
Implementation report.
Priorities for the Committee
The Company’s strategic objectives for the current year are reflected
in the performance measures that will be applied to the annual bonus
with our longer-term objectives reflected in the performance measures
applicable to the LTIP awards. As the Restructuring and Transition
phases of the strategic plan near completion we have reviewed the
appropriateness of continuing to link 50% of the LTIP performance
measures to a balanced scorecard of particular strategic measures.
Following the review, and to ensure the performance measures remain
appropriate, the strategic measures used last year will be replaced with
a relative total shareholder return metric. The details of this are shown
in more detail on page 101. The Committee considers the annual bonus
objectives to be commercially sensitive, and while they are not fully
disclosed on page 101 of the report, they will be disclosed retrospectively
with the performance achieved against each of them.
The levels of pay that our Directors will be eligible to receive will remain
substantially unchanged in the current year. Since the completion of our
strategic reward review last year and following further consultation with
some of our key shareholders, there have been two changes to our
arrangements to reinforce the long-term alignment of our pay with
shareholders, being:
The increase in the deferral level of annual bonuses for Executive
Directors and Executive Committee members from 40% to 50% of any
bonus awarded starting with any bonus awarded in respect of FY2015.
This deferral will continue to be invested in Company shares, and be
released 25% per annum over four years; and
As announced at last year’s Annual General Meeting, the timing of the
release of LTIP awards will revert to the previous practice of being
released 50% on the third anniversary and 25% on the fourth and fifth
anniversaries of grant.
The Remuneration Committee values all feedback from shareholders, and
hopes to receive your support at the forthcoming Annual General Meeting.
Jonathan Asquith,
Chairman, Remuneration Committee
13 May 2014
Jonathan Asquith, Chairman, Remuneration Committee
“The Committee’s remuneration
decisions have been based
upon achievement against the
strategic priorities for the year.”
Statement by the Remuneration
Committee Chairman
As Remuneration Committee Chairman, I am pleased to introduce
the Directors’ remuneration report for the financial year 1 April 2013
to 31 March 2014 (“the year”) and to provide some details of the
background against which the Committee’s decisions have been taken
in the year. References to “the current year” relate to the financial year
1 April 2014 to 31 March 2015.
This report is the first that has been prepared in accordance with the
Large and Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 (“the Regulations”). The report is
presented in two sections:
the Policy report, which is subject to a binding shareholder vote; and
the Implementation report, which sets out how the policy was
implemented for the year and how we intend to apply the policy
for the current year, which will be subject to an advisory vote.
Performance in the year
We are now almost two years into the multi-year strategic plan that
was set out by our Chief Executive, Simon Borrows, in June 2012.
Following the successful delivery of the first year’s Restructuring phase,
the Company has moved into the Transition and delivery phase of the
plan, and is now a more streamlined business delivering strong
performance. The Committee’s decisions regarding the remuneration
of the Executive Directors have been made based upon achievement
against the strategic priorities for the year, with the highlights being:
Annual operating cash profit
In the past the Company has operated at a material annual operating
cash deficit. The impact of the savings delivered by the restructuring,
while maintaining cash income, resulted in a £5 million profit for the year.
3i Group plcAnnual report and accounts 2014Corporate Governance 88
Directors’ remuneration report
Policy report
Remuneration policy table
The table below summarises the policy in respect of each element of the Company’s remuneration for Executive and non-executive Directors
effective from the date of the 2014 Annual General Meeting. This policy will be put forward for shareholder approval at the 2014 Annual General
Meeting in accordance with section 439A of the Companies Act 2006.
This policy remains unchanged from FY2014, except where highlighted below. While the Committee will consider the appropriateness of the
Remuneration policy annually to ensure it continues to align with the business strategy, there is no current intention to revise the policy more
often than every three years, unless required to through changes to regulations or legislation.
Executive Directors
Purpose and link
to strategic objectives
Operation
Opportunity
Performance
metrics
Base salary
To provide a fixed
element of pay at
a level that aids the
recruitment, retention
and motivation of high
performing people.
To reflect their role,
experience and
importance to
the business.
Pension
To provide contributions
to Executive Directors
to enable them to
make long-term
savings to provide
post-retirement income.
Pension contributions
are provided to both
support retention and
recruit people of the
necessary calibre.
Salaries are normally reviewed
Whilst there is no maximum salary
None, although the
annually by the Committee, with any
changes usually becoming effective
from 1 July.
These are reviewed by taking into
account a number of factors,
including:
– performance of the Company and
individual;
– wider market and economic
conditions;
– any changes in responsibilities; and
– the level of increases made across
the Company.
level, increases are generally
considered in the context of those
awarded to other employees and the
wider market.
Higher increases may be awarded in
exceptional circumstances. For
example, this may include a change
in size, scope or responsibility of role,
or development within the role or a
specific retention issue.
The annual base salary for each
Executive Director is set out in the
Annual report on Remuneration
for the year.
Committee considers
when setting salary
levels the breadth and
responsibilities of
the role as well as
the competence
and experience
of the individual.
Participation in the defined
contribution pension scheme
(3i Retirement Plan) or cash equivalent.
Executive Directors receive a pension
contribution or cash allowance of
12% of pensionable salary.
N/A
Prior to 2011 Executive Directors
were eligible for membership of the
3i Group Pension Plan, a defined
benefit contributory scheme. Pension
accrual ceased for all members with
effect from 5 April 2011, although
a link to final salary is maintained
for existing accrual up to the date
of leaving the Company.
For the period from 5 April 2011
until 5 April 2015, defined benefit
members receive additional
contributions into their defined
contribution pension scheme as
transitional relief for members
whose pension accrual ceased
on 5 April 2011.
In addition if an Executive Director is
a member of the 3i Group Pension
Plan they are eligible to receive a
maximum additional contribution of
5% of the first £50,000 of pensionable
salary in the year to April 2015 only.
For those Executive Directors who
were members of the 3i Group
Pension Plan, their deferred pension
will change to reflect the deferred
pension available on leaving, payable
from age 60.
Details for the current Executive
Directors are set out in the Annual
report of remuneration for the year.
3i Group plcAnnual report and accounts 2014Corporate Governance 89
Purpose and link
to strategic objectives
Operation
Benefits
To provide market
Executive Directors are entitled to
competitive benefits
at the level needed to
attract and retain high
performing people.
To provide health
benefits to support
the well being
of employees.
Annual bonus
a combination of benefits, including
a non-pensionable car allowance,
private medical insurance, an
annual health assessment and
life assurance.
The Remuneration Committee may
remove benefits that Executive
Directors receive or introduce other
benefits if it is appropriate to do so.
Executive Directors are also eligible
to participate in any tax-approved
all employee share plans operated
by the Company on the same basis
as other eligible employees.
Performance
metrics
N/A
Opportunity
Whilst there is no maximum level of
benefits, they are generally set at an
appropriate market competitive level,
taking into account a number of
factors including market practice for
comparable roles within appropriate
pay comparators.
The Remuneration Committee may
review the benefits for an existing or
new Executive Director at any point.
To incentivise the
Bonus awards are considered
Maximum bonus of 400% of salary
Performance is
for the Chief Executive.
Maximum bonus of 250% of salary
for the Group Finance Director.
A bonus of above 75% of
the maximum opportunity
is only awarded for
exceptional performance.
achievement of the
Group’s strategic
objectives on an
annual basis.
Deferral into shares
reinforces retention
and enhances alignment
with shareholders
by encouraging
longer- term focus
and risk alignment.
annually based on performance
in the relevant financial year.
All performance targets are
reviewed and set by the Committee
early in the year.
Awards are determined by the
Committee after the year based
upon the actual performance
against these targets.
No more than 50% of any bonus
award is paid as cash.
At least 50% of any bonus award will
be deferred into shares vesting in
equal instalments over four years.
Deferred bonus awards may be
granted in the form of conditional
share awards, options or forfeitable
shares. Awards may also be settled
in cash.
Participants receive the value of
dividends in cash on the shares
which are subject to the award.
Deferred share awards are subject
to the malus/clawback policy (as set
out in the notes on page 91).
assessed against a
balanced scorecard
which aligns with the
strategic objectives
of the Group.
The targets can be
a range of financial,
business line specific,
personal, risk and other
key Group targets.
The Committee uses the
scorecard as a prompt
and guide to judgment
and considers the
performance outcomes
in the wider context of
personal performance
(including values and
behaviours), risk, market
and other factors.
Details of the annual
performance targets
(and performance
against targets) are
shown within the
Annual report
of remuneration.
3i Group plcAnnual report and accounts 2014Corporate Governance 90
Directors’ remuneration report
Purpose and link
to strategic objectives
Operation
Opportunity
Performance
metrics
The scorecard used
to measure the
performance links at
least half of the award
to total shareholder
returns and the balance,
if any, to strategic
objectives set by
the Board.
The achievement
against these targets
is measured over
a three-year period
and is determined
by the Committee.
The Committee can
reduce any award which
would otherwise vest
if gross debt or gearing
targets are missed.
Details of the current
performance conditions
are shown within
the Annual report
of remuneration.
All performance targets, along with
relative weightings, are reviewed
and set by the Committee prior
to awards being made.
Awards granted in respect of a
financial year will have a face value
of up to 400% of salary for the
Chief Executive.
Awards granted in respect of
a financial year will have a face
value of up to 250% of salary for
the Group Finance Director.
Normally, no payment will be made
for below threshold performance.
Between 20% and 25% of the
award vests at threshold
performance, depending upon
the performance condition.
Long-term Incentive Plan
Alignment of reward
with long-term,
sustainable Company
performance and
the creation of
shareholder value
over the longer-term.
The combination of
strategic performance
measures and total
shareholder return
targets balance
internal and external
perspectives of
performance, and
align participants with
shareholders’ interests.
Shareholding requirements
To create alignment
with shareholders by
encouraging longer-
term focus.
The Committee may make an award
in the form of forfeitable shares,
conditional share awards, stock
appreciation rights, or options under the
plan. Awards may be settled in cash.
Award levels are determined by
reference to individual performance
prior to grant.
Awards vest subject to the Group’s
achievements against the
performance targets over a
fixed three year period.
To the extent that shares vest, they
are released 50% on or around (but
not earlier than) the third anniversary
of grant, and 25% on or around (but
not earlier than) the fourth and fifth
anniversaries of grant.
The Committee may determine that
participants may receive the value
of dividends in cash or shares which
would have been paid on the shares
that vest under awards.
Performance share awards are
subject to the malus/clawback policy
(as set out in the notes opposite).
Executive Directors are required to
build up over a reasonable period
of time, and thereafter maintain,
a shareholding in the Company’s
shares. Vested shares (net of
income tax and National Insurance
contributions) under the Deferred
Bonus Plan and Long-term Incentive
Plan should be retained until the
shareholding requirement is met.
In addition, shareholding targets
exist for other members of the
Executive Committee and for staff
designated as “partners” in the
Group’s businesses.
The Committee retains the
ability to introduce additional
retention conditions.
The shareholding targets for the
N/A
Executive Directors are:
– Chief Executive – 3.0 times salary
– Group Finance Director – 1.5 times
salary
Executive Committee members have
a target of 1.5 times salary and
selected “partners” 1.0 times salary.
3i Group plcAnnual report and accounts 2014Corporate Governance
91
Notes to the Remuneration policy table
Performance conditions
The Committee selected the performance conditions used for
determining the annual bonus and LTIP awards as they align directly
with the short and long-term strategy of the business. These conditions
are set annually by the Committee at levels that take into account the
Board’s business plan.
Changes to the policy operated in FY2014
There have been no changes to the remuneration policy from that which
was applied during the year, other than an increase in the proportion
of the annual bonus that is deferred over four years from 40% to 50%.
This has been increased to align the Executive Directors’ interests
more closely with those of shareholders.
Consistency with policy for all employees
All employees are eligible to receive salary, pension contributions
and benefits and to be considered for a discretionary annual bonus,
with the maximum opportunities reflecting the role and seniority of
each employee. Other members of the Executive Committee are subject
to the same bonus deferral arrangements as the Executive Directors.
Higher-earning members of staff below Executive Committee have
a portion of their bonus deferred into shares vesting in equal instalments
over a three-year period.
Within each of the Group’s businesses, senior members of staff have
a significant part of their compensation linked to the long-term
performance of the Group’s and its clients’ investments through
carried interest schemes or similar arrangements.
Co-investment and carried interest plans
Executive Directors, other than the Chief Executive and Group Finance
Director, are permitted to participate in carried interest plans and similar
arrangements. This was approved by shareholders on 4 July 2001
and 6 July 2011 when approving the Group’s Long-term Incentive Plan.
No current Executive Director benefits from these arrangements.
Malus/Clawback policy
The Committee has agreed a policy, which applies to long-term incentive
awards and deferred bonus share awards made during the year to
Executive Directors (and certain other Senior Executives), under which
awards may be forfeited or reduced prior to vesting in exceptional
circumstances on such basis as the Committee considers fair, reasonable
and proportionate. This would include material misstatement of Group
financial statements, or cases where an individual is deemed to have
caused a material loss for the Group as a result of reckless, negligent
or wilful actions or inappropriate values or behaviour.
The Committee may make minor changes to this policy, which do
not have a material advantage to Directors, to aid in its operation
or implementation without seeking shareholder approval for
a revised version of this Policy report.
Non-executive Directors
Purpose and link to strategy
Operation
Opportunity
Non-executive Directors – Fees
To attract and retain high
performing non-executive
Directors of the calibre
required.
Non-executive Directors receive a basic annual fee.
The fee is delivered in a mix of cash and shares.
The Chairman’s fee is reviewed annually by
the Committee.
Fees are benchmarked against other companies
of comparable size and against listed financial
services companies.
The Board is responsible for determining all other
non-executive Director fees, which are reviewed
annually to ensure they remain appropriate.
Fees are set at a level which is considered
appropriate to attract and retain the calibre
of individual required by the Company but the
Company avoids paying more than necessary
for this purpose.
Additional fees are paid for the following
roles/duties:
– Senior Independent Director
– Committee Chairman
– Committee membership
Committee fees are payable in respect of the
Audit and Compliance Committee, Remuneration
Committee and Valuations Committee.
3i Group plcAnnual report and accounts 2014Corporate Governance 92
Directors’ remuneration report
Recruitment policy
In determining remuneration arrangements for new executive
appointments to the Board (including internal promotions), the
Committee will take into consideration all relevant factors, including the
calibre of the individual, the nature of the role, local market practice,
the individual’s current remuneration package, 3i remuneration policy,
internal relativities and existing arrangements for other Executive
Directors. For external appointments, some variation may be necessary
in order to attract the successful candidate and to reflect particular skills
or experience specifically required.
The maximum level of variable pay (as expressed as a multiple of base
salary) which may be awarded to new Executive Directors in respect
of their appointment shall be no more generous than the combined
maximum limits expressed in the Remuneration policy table above in
respect of the Chief Executive, with an appropriate mix between annual
bonus and LTIP opportunity, excluding any awards made to compensate
the Executive Director for awards forfeited by their previous employer.
It may be necessary to compensate the new Executive Director
for variable pay being forfeited from their current employer.
The Committee’s intention is that any such award would be no
more generous than the awards being forfeited and would be
determined on a comparable basis at the time of grant, including
the pay out schedule and performance conditions, where appropriate.
In determining whether it is appropriate to use such judgment, the
Committee will ensure that any awards made are in the best interests
of both the Company and its shareholders. The Committee is at all times
conscious of the need to pay no more than is necessary, particularly
when determining buy-out arrangements.
For an internal appointment of a new Executive Director, any existing
awards made prior to becoming a Director would be allowed to vest
and pay out in accordance with the existing plan rules.
In the event of the appointment of a new non-executive Director,
remuneration arrangements will normally be in line with those detailed
in the relevant table above.
Service contracts
The main terms of the service contracts of the Executive Directors who served in the year were as follows:
Provision
Notice period
Policy
12 months’ notice if given by the Company
6 months’ notice if given by the Executive Director
Company policy is that Executive Directors’ notice periods should not normally exceed one year.
Save for these notice periods the contracts have no unexpired terms.
Dates of contracts
Mr S A Borrows – 17 May 2012
Mrs J S Wilson – 1 October 2008
Termination payments
Mr Borrows’ contract entitles the Company to terminate employment without notice subject to making
12 monthly payments thereafter equivalent to monthly basic pay and benefits less any amounts earned
from alternative employment.
All Directors’ contracts entitle the Company to give pay in lieu of notice.
Remuneration and benefits
The operation of all incentive plans, including being eligible to be considered for an annual bonus and
Long-term Incentive Plan awards, is non-contractual.
On termination of employment outstanding awards will be treated in accordance with the relevant
plan rules.
The Chairman and the non-executive Directors do not have service contracts or contracts for services. Their appointment letters provide for
no entitlement to compensation or other benefits on ceasing to be a Director. Service contracts are available for inspection at the Company’s
headquarters in business hours.
3i Group plcAnnual report and accounts 2014Corporate Governance 93
Payment for loss of office
As outlined above, the Committee must satisfy any contractual
obligations agreed with the Executive Directors. Details of the Directors’
notice periods are shown alongside the service contract information.
An Executive Director may be eligible to receive a time pro-rated annual
bonus in respect of the year up until he or she ceased employment.
In determining whether to award any bonus, the Committee will assess
performance during the financial year up to the date of cessation of
active involvement in their management role.
The treatment of outstanding share awards is governed by the relevant
share plan rules. The following table and the note below it summarise
the leaver categories and the impact on the share awards which
employees (including Executive Directors) may hold.
For the avoidance of doubt, the Committee reserves the right to
make any remuneration payments and payments for loss of office
notwithstanding that they are not in line with the policy set out above,
where the terms of that payment were agreed (i) before the policy came
into effect or (ii) at a time when the relevant individual was not a Director
of the Company and, in the opinion of the Committee, the payment was
not in consideration for the individual becoming a Director of the
Company. For these purposes “payments” includes the Committee
satisfying awards of variable remuneration and, in relation to an award
or option over shares, the terms of the payment are “agreed” at the
time the award is granted.
Plan
Good leaver categories
Good leaver treatment 1
Bad leaver treatment 1
Deferred
share awards
Death
Retirement
Ill-health, injury, disability
Redundancy
Employing company/business ceasing
to be part of 3i Group
“Scheduled Departure” (ie a participant
leaving on such a basis and/or within
a specified timeframe as agreed by
the Committee)
Long-term
Incentive Plan
Death
Retirement
Ill-health, injury, disability
Redundancy
Employing company/business ceasing
to be part of 3i Group
“Scheduled Departure” (ie a participant
leaving on such a basis and/or within
a specified timeframe as agreed by
the Committee)
Awards vest in full on the normal
vesting date
On death, awards vest in full
immediately
Unvested awards lapse in full
Vested awards structured as
options may be exercised for three
months following the participant’s
cessation of employment
Awards normally vest on the
normal vesting date subject to
performance. Scaling back for
time will normally apply
If a participant dies, the Committee
will determine the extent to which
awards should vest as soon as
practicable following the
participant’s death
Awards lapse in full
If the Committee decides the
awards should vest after the
participant’s cessation of
employment, awards will vest
subject to performance and
it may scale back awards or
impose additional conditions
1 The treatments set out in the table above apply to all employees and are expected to operate in the vast majority of cases. The Plan rules retain discretion for the
Committee to reduce awards in exceptional circumstances to Good Leavers or permit vesting (in whole or in part) of awards which would otherwise lapse to Bad Leavers.
The Committee will report on the use of this discretion if it is exercised in relation to any Executive Director.
3i Group plcAnnual report and accounts 2014Corporate Governance 94
Directors’ remuneration report
Change of control
If there is a takeover or winding up of the Company, awards will vest
to the extent determined by the Committee.
Scenarios
Chief Executive (£000s)
Maximum
12%
44%
44%
4,982
Actual
FY2014
22%
78%
2,617
Minimum
100%
582
0
1,000
2,000
3,000
4,000
5,000
Fixed remuneration
Annual bonus (including deferred element)
Long-term incentive
Finance Director (£000s)
Maximum
19%
40.5%
40.5%
2,472
Actual
FY2014
39%
61%
1,222
Minimum
100%
471
0
500
1,000
1,500
2,000
2,500
Fixed remuneration
Annual bonus (including deferred element)
Long-term incentive
The assumptions made in preparing these graphs are that:
Minimum – this includes only the fixed elements of pay, being base
salary, benefits and pension;
Actual – this represents the remuneration received by each Executive
Director for their performance in the year;
Maximum – this is calculated as the fixed elements and the maximum
Annual Bonus and Long-term Incentive Plan awards; and
Remuneration arising as a result of share price movements or rights
to dividends and other distributions have been excluded.
Consideration of wider
employee pay
As part of the annual Committee agenda, the Committee reviews the
overall pay and bonus decisions in aggregate for the Group. This ensures
that the pay and conditions in the wider Group are taken into account
when determining directors’ pay. In particular:
Salary increases awarded over time to other employees are taken
into account when considering salary increases for the Executive
Directors; and
The bonus awards made to Directors are considered and made in
the context of discretionary bonus awards made within the business.
These are based upon Company performance, and are closely
correlated to the Executive Director bonus awards.
The Company does not consult with employees when preparing the
Executive Director remuneration policy. However, a number of our
employees are shareholders and so are able to express their views
in the same way as other shareholders.
Consideration of shareholder views
As part of the shareholder consultation process during 2012/13, the
Company proposed moving the payment date for awards under the
Long-term Incentive Plan to three years and six months following the
date of award. The Committee received and considered feedback from
shareholders on this point, and decided to retain the existing framework
under which the awards have a performance period of three years and
then are released in tranches on the third, fourth and fifth anniversary
of the date of grant.
The Committee will continue to be mindful of shareholder views when
evaluating and setting ongoing remuneration strategy, and commits
to consulting with shareholders prior to any significant changes to
remuneration policy.
3i Group plcAnnual report and accounts 2014Corporate Governance
95
The Annual report of remuneration (Implementation report)
Director remuneration for the year
Single total figure of remuneration for each Director
Salary/
fees Benefits Pension
FY2014
LTIP
(no
performance
condition)
LTIP
(performance
condition)
Annual
Bonus
550
400
295
84
68
31
90
56
64
17
19
–
–
–
–
–
–
–
15
53
–
–
–
–
–
–
–
2,035
750
–
–
–
–
–
–
–
605
–
–
–
–
–
–
–
–
0
0
–
–
–
–
–
–
–
Salary/
fees Benefits Pension
FY2013
LTIP
(no
performance
condition)
LTIP
(performance
condition)
Annual
Bonus
541
400
295
81
65
–
87
81
61
17
19
–
–
–
–
–
–
–
14
55
–
–
–
–
–
–
–
1,980
800
–
–
–
–
–
–
–
380
–
–
–
–
–
–
–
–
–
0
–
–
–
–
–
–
–
Total
2,932
1,274
295
81
65
–
87
81
61
Total
3,222
1,222
295
84
68
31
90
56
64
£’000
S A Borrows
J S Wilson
Sir Adrian Montague
J P Asquith
A R Cox
D A M Hutchison
R H Meddings
W Mesdag
M G Verluyten
1 Benefits include a car allowance, provision of health insurance and, for Mrs Wilson, the value of the Share Incentive Plan matching share awards.
2 Pension for Mr Borrows is a salary supplement in lieu of pension contributions, and the pension value for Mrs Wilson is the combination of the value of the Company
contributions made to the 3i Retirement Plan on her behalf and the salary supplement in lieu of pension contributions from March 2014.
3 Annual bonus awards made in respect of the current year are delivered as 60% cash immediately, and 40% payable in shares deferred for four years, subject
to the malus/clawback policy. These shares are released in four equal annual instalments over the four years commencing June 2015 and carry the right to
receive dividends and other distributions.
4 In addition to the table above, dividends or dividend equivalents on unvested deferred share awards were paid during the year (Mr Borrows £55k, Mrs Wilson £13k).
5 The value shown in the LTIP (no performance condition) for Mr Borrows represents the award made in 2011 on joining the Company in recognition of awards
forfeited on leaving his previous employment. The award value represents 171,087 shares vesting at a market price of 353.75 pence.
6 The fees shown for the non-executive Directors include fees used to purchase shares in the Company.
7 In addition to the fees shown above, Mr Borrows retained directors’ fees of £71k from The British Land Company PLC and £74k from Inchcape plc, and Mrs Wilson
retained directors’ fees of £99k from Legal and General Group plc.
3i Group plcAnnual report and accounts 2014Corporate Governance 96
Directors’ remuneration report
FY2014 Annual bonus
The annual bonuses for Executive Directors for the year were awarded against a balanced scorecard agreed by the Committee in March 2013,
based upon the strategic priorities announced in June 2012. The Committee uses the scorecard as a prompt and guide to judgment and considers
the performance outcomes in the wider context of personal performance (including values and behaviours) risk, market and other factors.
Performance against the strategic priorities set out in the 2013 Annual report and accounts was as follows:
Strategic priority
Priority for 2013/14
Create a leaner organisation
with a cost base more closely
aligned with its income
Improve consistency and
discipline of investment
processes and asset
management approach
Re-focus and re-shape the
Private Equity business
Result
Over achieved
Reduce cumulative run-rate operating cost by £60 million
Cover operating costs with annual cash income on a run-rate basis
Grow Private Equity investment portfolio earnings through asset management
Over achieved
improvement initiatives
Continue to re-establish investment track record through improved performance
and new investment
Continue to manage intensively the existing portfolio and realise investments
at values representing good uplifts to book value and strong cash-on-cash
multiples, thereby optimising the value of the portfolio for 3i, its shareholders
and its fund investors
Selective investing in our core markets using a combination of proprietary capital
and third-party co-investment
Over achieved
Grow third-party AUM
and income
Continue to explore opportunities to further grow and develop our three fund
Over achieved
management platforms
Grow annual operating profit from fund management activities, demonstrating
additional value beyond NAV
Improve capital allocation,
focusing on enhanced
shareholder distributions and
re-investment in our business
Initiate additional shareholder distributions above the annual base dividend
Over achieved
Reduce gross interest payable to less than £60 million, excluding costs of early
debt repayment
The Committee also took into account performance against the non-financial targets listed below, concluding that the Executive Directors have met or
exceeded the Board’s expectations in each case:
Maintain good engagement with investors and the quality of the Group’s shareholder register
Rearticulate the people strategy of the Group
Develop the strategic vision for the Group to the satisfaction of the Board
Continue the transformation of the Group’s culture
As a result of these achievements, taking all of the above into consideration in the round, the Committee awarded Mr Borrows a bonus for the year
of 370% of base salary (being 92.5% of his maximum bonus opportunity), and a bonus for the year to Mrs Wilson of 187.5% of base salary (being 75%
of her maximum bonus opportunity).
3i Group plcAnnual report and accounts 2014Corporate Governance 97
Share awards vesting in 2013 subject to performance conditions
2010 Long-term incentive award
The long-term incentive award granted in 2010 to Mrs Wilson was subject to a performance condition which compared the growth in value
of a shareholding in the Company over three years to June 2013 (averaged over a 60-day period) with the FTSE 100 Index (both with dividends
reinvested). The table below shows the achievement against this condition and the resulting proportion of the award that vested in June 2013.
Measure
Growth in value for Company
versus FTSE 100
Performance
% vesting
Same as FTSE 100
35%
Performance
8% pa above
FTSE 100
% vesting
Performance
% vesting
100%
(1.1)%
0%
Threshold
Maximum
Actual
2011 Long-term incentive award
The long-term incentive awards granted in July 2011 to Mrs Wilson and in November 2011 to Mr Borrows were subject to a performance
condition based on annualised Total Return on Equity over the three financial years to 31 March 2014. The table below shows the achievement
against this condition and the resulting proportion of the awards that will vest in June 2014.
The performance condition for the award made to Mr Borrows in November 2011 included performance for the six month period to
30 September 2011, a period which preceded Mr Borrows joining the Group on 17 October 2011. The Group’s total return for that six month
period declined by £523 million.
Measure
Annualised three-year total
return on equity
Threshold
Maximum
Actual
Performance
% vesting
Performance
% vesting
Performance
% vesting
10% pa
20%
18% pa
100%
2.2%
0%
Change in the remuneration of the Chief Executive compared to other employees
The table below shows the percentage change in remuneration awarded to the Chief Executive and employees as a whole, between last year
and this year.
Chief Executive
All other employees
Salary
0%
2.2%
Benefits
0%
0%
Bonus
2.7%
19.2%
3i Group plcAnnual report and accounts 2014Corporate Governance 98
Directors’ remuneration report
Details of share awards granted in the year
LTIP
Performance share awards were granted to the two Executive Directors during the year as shown in the table below.
Description of award
A performance share based award, which releases shares, subject to satisfying the performance conditions,
50% on the third anniversary of grant and 25% on the fourth and fifth anniversaries.
Face value
Chief Executive – 400% of salary, being 613,325 shares.
Group Finance Director – 250% of salary, being 278,784 shares.
The share price used to make the award was the average mid-market closing price over the five working days
starting with the day of the announcement of the 2013 annual results (358.7p).
Performance period
1 April 2013 to 31 March 2016.
Performance targets
50% of the award is based on absolute TSR measured over the performance period, and vests:
0% vesting below 10% pa TSR;
20% vesting at 10% pa TSR;
Straight-line vesting between 10% and 18% pa TSR; and
100% vesting at 18% pa TSR.
50% of the award is based on achieving strategic targets that align costs with income and improving capital
allocation, with:
Half of this is based on progress achieved covering the Group’s operating costs with annual cash income; and
Half of this is based on progress achieved in reducing remuneration costs relative to fee income.
20% of this portion of the award will vest for threshold performance. The Committee will assess performance
against the strategic targets at the end of the performance period, and will use its judgment to determine vesting
levels against an agreed framework.
The targets set for the strategic measures are commercially sensitive and are therefore not being disclosed in advance.
At the end of the performance period and subject to commercial constraints, we commit to providing shareholders with
as much context as possible on the framework used to assess performance against these targets and the rationale for
the resulting vesting levels.
The Committee can reduce any award which would otherwise vest if gross debt or gearing targets are missed.
Remuneration
Committee discretion
As part of the review of Executive Director remuneration policy during FY2013, the Company proposed moving the payment date for awards under the
Long-term Incentive Plan to three years and six months following the date of award. Awards were granted on this basis in June 2013, prior to the AGM.
However, the Committee received and considered feedback from shareholders on this point, and decided to revert to the previous framework under
which the awards have a performance period of three years and then are released in tranches on the third, fourth and fifth anniversary of the date
of grant.
The Executive Directors voluntarily agreed to the terms of the 2013 award already made to them being adjusted to reflect this. In return, the
Committee agreed that if the individual ceased employment following the third anniversary of the date of grant the award would not be pro-rated
for time.
3i Group plcAnnual report and accounts 2014Corporate Governance 99
Share Incentive Plan
During the year Mrs Wilson participated in the HMRC approved Share Incentive Plan which during the year allowed employees to invest up to
£125 per month from pre-tax salary in ordinary shares (“partnership shares”). For each partnership share, the Company grants two free ordinary
shares (“matching shares”) which are normally forfeited if employment ceases within three years of grant. Dividends are reinvested in further
ordinary shares (“dividend shares”).
During the year Mrs Wilson purchased 408 partnership shares, and received 816 matching shares and 327 dividend shares at prices ranging
between £3.296 and £4.144 per share, with an average price of £3.693.
Pension arrangements
Mr Borrows receives a salary supplement of 12% of pensionable salary in lieu of pension (£15k in FY2014).
Mrs Wilson is a member of the 3i Retirement Plan, a defined contribution stakeholder pension scheme, which she joined with effect from 6 April 2011.
During the year, the Company made contributions of £48k to this plan and paid a salary supplement of £4k in respect of Mrs Wilson.
Mrs Wilson was also a member of the 3i Group Pension Plan, a defined benefit contributory scheme, in the year to 31 March 2014. Pension accrual
ceased for all members with effect from 5 April 2011, although a link to final pensionable salary is maintained for existing accrual up to the date
of leaving the Company. Further details of the Plan are set out in Note 8 to the financial statements on pages 121 to 124.
J S Wilson
Pensionable
service
5
Normal
retirement age
Scheme normal
retirement date
Accrued pension
at 31 March 2014
£’000 pa
60
2027
14.7
Transfer value
of accrued
benefit
£’000
395.0
1 The Plan closed to future accrual on 5 April 2011 and pensionable service ceased at this date. No member contributions were paid into the Plan during the year.
2 The increase in accrued pension shown reflects the difference between deferred pensions on leaving, payable from age 60.
3 The pension shown is a deferred pension payable from the Normal Retirement Age of 60.
4 The transfer values have been calculated in accordance with regulations 7 to 7E of the Occupational Pension Schemes (Transfer Values) Regulations 1996.
5 Additional voluntary contributions are excluded from the above table.
Payments to past Directors
Mr Queen ceased his employment with the Group on 16 May 2012 and retained interests in two carried interest arrangements relating to his previous
roles within the Group as Managing Partner, Infrastructure and Managing Partner, Growth Capital as previously disclosed. During the year he received
carried interest payments of £176,709 (Primary Infrastructure 2005-06) and £13,288 (Pan European Growth Capital 2005-06). He did not receive any
payments other than these carried interest payments.
Payments for loss of office
No payments to Directors for loss of office have been made in the year.
3i Group plcAnnual report and accounts 2014Corporate Governance 100
Directors’ remuneration report
Statement of Directors’ shareholding and share interests
The Company’s share ownership and retention policy requires Executive Directors to build up over time, and thereafter maintain, a shareholding
in the Company’s shares equivalent to at least 3.0 times gross salary in the case of the Chief Executive and 1.5 times gross salary for the Group
Finance Director. In addition, shareholding targets have been introduced for other members of Executive Committee at the 1.5 times gross salary
level and for partners in the Group’s businesses at 1.0 times gross salary.
Details of Directors’ interests in the Company’s shares as at 31 March 2014 are shown below. The share price on 31 March 2014 was £3.979.
Shares
Owned
outright 1
8,909,332
67,500
Deferred
shares
569,748
111,513
Subject to
performance
2,553,993
1,147,122
Unexercised
share options
Shareholding
requirement
–
21,170
300%
150%
Current
shareholding
(% salary)
6,400%
67%
Shares owned outright
80,707
7,500
19,900
966
23,460
15,000
S A Borrows 2
J S Wilson 2
Sir Adrian Montague 2
J P Asquith 2
A R Cox 2
D Hutchison 2
R H Meddings 2
M G Verluyten 2
1 The share interests shown for Mrs Wilson include shares held in the 3i Group Share Incentive Plan. The owned outright column includes partnership shares under the SIP.
The deferred shares column includes matching shares under the SIP. In addition, Mrs Wilson owns outright 1,038 B Shares.
2 Directors are restricted from hedging their exposure to the 3i share price.
3 From 1 April 2014 to 10 May 2014, Mrs Wilson became interested in a further 32 shares overall outright (SIP Partnership Shares) and a further 64 deferred shares (SIP
Matching Shares). There were no other changes to Directors’ share interests in that period.
Performance graph and table
TSR Graph
This graph compares the Company’s total shareholder return for the
five financial years to 31 March 2014 with the total shareholder return
of the FTSE 250 Index.
3i total shareholder return vs FTSE 250 total return
over the five years to 31 March 2014
350
300
250
200
150
100
50
0
2009
2010
2011
2012
2013
2014
3i Group
FTSE 250
Rebased at 100 at 31 March 2009
Table of historic Chief Executive data
Year
FY2014
FY20131
FY2012
FY2011
FY2010
Chief Executive
S A Borrows
S A Borrows
M J Queen
M J Queen
M J Queen
M J Queen
Single figure
of total
remuneration
£’000
Percentage
of maximum
bonus paid
Percentage
of maximum
LTIP vesting
3,222
2,932
429
641
1,305
1,989
92.5%
90%
0%
0%
54%
75%
0%
n/a
0%
0%
0%
0%
1 M J Queen ceased to be a Director on 16 May 2012. Mr Borrows was appointed
Chief Executive on 17 May 2012 having previously been Chief Investment Officer.
Relative importance of spend on pay
Remuneration
Dividend
2013/14
£77m
£114m
2012/13
Change %
£84m
£76m
(8)%
50%
3i Group plcAnnual report and accounts 2014Corporate Governance
101
Statement of implementation
of the remuneration policy
in the coming year
A Group-wide 3% increase to salaries will take place in 2014, which will
also be applied to Executive Director salaries. No changes to benefits,
pension arrangements or maximum levels of annual bonus or LTIP
awards for Executive Directors have been made for the current year.
As part of the consultation with some of our key shareholders after the
2013 AGM, we are increasing the level of deferral of any future annual
bonus award made to Executive Directors to 50%. This will also apply
to all members of the Executive Committee.
The relevant performance targets for the annual bonus and long-term
incentive awards being granted in respect of the financial year to
31 March 2015 are shown below.
Annual bonus scorecard
The annual bonuses for Executive Directors for FY2015 will be
awarded against a balanced scorecard agreed by the Committee
early in the financial year. The Committee will use the scorecard
as a prompt and guide to judgment.
The annual bonus scorecard for FY2015 will be based on portfolio
returns, investment, operating profit and objectives relating to strategy,
investor relations and culture. The Committee will also consider
performance outcomes in the wider context of personal performance
(including values and behaviours), risk, market and other factors.
The Committee considers that the targets set for the performance
measures are commercially sensitive and as permitted by the
Regulations, are therefore not being disclosed in advance. We will
report to shareholders next year on performance against these
targets and the resulting bonus outturns.
Long-term incentive targets
50% of the award is based on absolute TSR measured over the
performance period, and vests:
0% vesting below 10% pa TSR;
20% vesting at 10% pa TSR;
Straight-line vesting between 10% and 18% pa TSR; and
100% vesting at 18% pa TSR.
50% of the award is based on relative TSR measured against
the FTSE 250 Index over the performance period, and vests:
0% for below median performance against the index;
25% for median performance against the index;
100% for upper quartile performance against the index; and
Straight-line vesting between median and upper quartile performance.
Non-executive Director fees
The table below shows the non-executive Director fee structure
as at 1 April 2014:
Chairman fee:
Non-executive Directors:
Board membership fee
Senior Independent Director fee
Committee fees:
Chairman
Member
£265,000 plus £30,000 of 3i shares
£50,000 plus 2,500 3i shares
£10,000
£20,000
£4,000
Committee fees are payable in respect of the Audit and Compliance
Committee, Remuneration Committee and Valuations Committee.
3i Group plcAnnual report and accounts 2014Corporate Governance 102
Directors’ remuneration report
Consideration by the Directors
of matters relating to
Directors’ remuneration
The following Directors were members of the Remuneration Committee
during the year:
Result of voting at the 2013 AGM
At the 2013 AGM, held on 18 July 2013, votes cast in respect of the
Directors’ remuneration report were:
Resolution
Votes
for
Votes
against
Total votes
cast
Votes
withheld
Approval of the
remuneration report
462,025,345
(78.99%)
122,906,743
(21.01%)
584,932,088 122,794,938
Audit
The tables in this report (including the Notes thereto) on pages 95 to 101
have been audited by Ernst & Young LLP.
By Order of the Board
Jonathan Asquith
Chairman, Remuneration Committee
13 May 2014
Remuneration Committee
Committee members during the year
J P Asquith (Chairman)
A R Cox
D A M Hutchison (from 1 December 2013)
W Mesdag (until 30 November 2013)
Meetings
attended
in the year
Meetings eligible
to attend
in the year
6
6
2
4
6
6
2
4
The Committee’s terms of reference are available on the Company’s
website.
During the year, the Committee received external, independent advice
from Kepler Associates (until September 2013) and Deloitte LLP
(from October 2013).
The Committee decided to conduct a review of advisers during the year.
The decision to appoint Deloitte as advisers with effect from
October 2013 was led by the Committee Chairman in consultation
with all other Committee members. Four potential advisers were
interviewed and assessed against a range of requirements that were
set by the Committee.
Both Kepler Associates and Deloitte are members of the Remuneration
Consultants Group and as such, voluntarily operate under the code
of conduct in relation to executive remuneration consulting in the UK.
Kepler Associates did not provide any services to the Group during
the year other than to the Remuneration Committee. During the year,
Deloitte LLP also provided 3i with certain tax advisory services.
The Committee has reviewed the advice provided by both firms during
the year and is satisfied that it has been objective and independent.
The total fees for advice during the year were £87,695 (excluding VAT),
of which £13,695 was paid to Kepler Associates and £74,000 to Deloitte.
The Chief Executive, the General Counsel, Company Secretary,
Head of HR and the Remuneration Director attend Committee
meetings by invitation, other than when their personal remuneration
is being discussed.
3i Group plcAnnual report and accounts 2014Corporate Governance
Audited financial statements
Statement of comprehensive income
for the year to 31 March
Realised profits over value on the disposal of investments
Unrealised profits on the revaluation of investments
Fair value movements on investment entity subsidiaries
Portfolio income
Dividends
Income from loans and receivables
Fees receivable
Foreign exchange on investments
Gross investment return
Fees receivable from external funds
Operating expenses
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Income/(expense) from fair value subsidiaries
Other (loss)/income
Carried interest
Carried interest receivable from external funds
Carried interest and performance fees payable
Operating profit
Income taxes
Profit for the year
Other comprehensive income
Exchange differences on translation of foreign operations
Re-measurements of defined benefit plans
Other comprehensive income for the year
Total comprehensive income for the year (“Total return”)
Earnings per share
Basic (pence)
Diluted (pence)
103
2013
(restated)
£m
55
156
491
702
30
19
4
14
769
44
(147)
5
(101)
(6)
(78)
(109)
(3)
6
(17)
363
(3)
360
(8)
21
13
373
38.3
38.2
2014
£m
146
77
454
677
25
29
7
(45)
693
50
(118)
2
(54)
10
(42)
(5)
–
(1)
(16)
519
(2)
517
(50)
11
(39)
478
54.8
54.5
Notes
2
3
4
5, 6, 7, 8
9
9
10
11
11
12
8
27
27
3i Group plcAnnual report and accounts 2014Financial statements 104
Consolidated statement of changes in equity
for the year to 31 March
2014 Group
Total equity at the start of the year
Income for the year
Exchange differences on
translation of foreign operations
Re-measurements
of defined benefit plans
Total comprehensive
income for the year
Share-based payments
Release on forfeiture
of share options
Loss on sale of own shares
Ordinary dividends
Additional dividends
Issue of ordinary shares
Total equity at the end of the year
2013 Group
(restated)
Total equity at the start of the year
Income for the year
Exchange differences on
translation of foreign operations
Re-measurements
of defined benefit plans
Total comprehensive
income for the year
Share-based payments
Release on forfeiture
of share options
Loss on sale of own shares
Ordinary dividends
Issue of ordinary shares
Total equity at the end of the year
Share
capital
£m
718
Share
premium
£m
780
Capital
redemption
reserve
£m
Share-
based
payment
reserve
£m
Translation
reserve
£m
Capital
reserve
£m
Revenue
reserve
£m
Other
reserves
£m
43
17
292
–
–
–
(50)
(50)
–
8
(6)
718
2
782
Share
capital
£m
717
Share
premium
£m
780
43
19
242
1,051
542
–
(89)
Capital
redemption
reserve
£m
Share-
based
payment
reserve
£m
Translation
reserve
£m
Capital
reserve
£m
Revenue
reserve
£m
Other
reserves
£m
43
11
300
–
–
701
392
11
403
(15)
(38)
487
125
125
6
(76)
–
–
397
284
21
305
(1)
484
76
76
3
(76)
Own
shares
£m
(104)
–
15
Own
shares
£m
(105)
–
1
Total
equity
£m
2,934
517
(50)
11
478
8
–
–
(76)
(38)
2
3,308
Total
equity
£m
2,627
360
(8)
21
373
9
–
–
(76)
1
2,934
–
–
–
(8)
(8)
–
9
(3)
1
718
780
43
17
292
701
487
–
(104)
3i Group plcAnnual report and accounts 2014Financial statements
Company statement of changes in equity
for the year to 31 March
2014 Company
Total equity at the start of the year
Profit for the year
Total comprehensive income for the year
Share-based payments
Release on forfeiture of share options
Ordinary dividends
Additional dividends
Issue of ordinary shares
Total equity at the end of the year
2013 Company
Total equity at the start of the year
Profit for the year
Total comprehensive income for the year
Share-based payments
Release on forfeiture of share options
Ordinary dividends
Issue of ordinary shares
Total equity at the end of the year
Share
capital
£m
718
–
718
Share
capital
£m
717
–
1
718
Share
premium
£m
Capital
redemption
reserve
£m
43
–
780
–
2
782
Share-
based
payment
reserve
£m
17
–
8
(6)
Capital
reserve
£m
1,336
70
70
(38)
Revenue
reserve
£m
Other
reserves
£m
144
11
11
6
(76)
–
–
–
43
19
1,368
85
Share
premium
£m
Capital
redemption
reserve
£m
780
–
43
–
Share-
based
payment
reserve
£m
11
–
9
(3)
Capital
reserve
£m
Revenue
reserve
£m
Other
reserves
£m
936
400
400
232
(15)
(15)
3
(76)
144
–
–
–
780
43
17
1,336
105
Total
equity
£m
3,038
81
81
8
–
(76)
(38)
2
3,015
Total
equity
£m
2,719
385
385
9
–
(76)
1
3,038
3i Group plcAnnual report and accounts 2014Financial statements 106
Statement of financial position
as at 31 March
Group
2014
£m
Group
(restated)
2013
£m
Group
(restated)
2012
£m
Company
2014
£m
Company
(restated)
2013
£m
Company
(restated)
2012
£m
Notes
13
13
14
15
16
8
17
12
18
20
21
8
20
12
22
23
21
20
12
12
22
24
25
25
25
25
25
26
258
1,279
1,973
3,510
8
–
10
137
5
–
1
3,671
72
2
–
643
717
4,388
(26)
(2)
(849)
(6)
(14)
–
–
(4)
(901)
(158)
(6)
–
–
(4)
(2)
(1)
(8)
(179)
(1,080)
3,308
718
782
43
19
242
1,051
542
(89)
3,308
243
1,437
1,630
3,310
10
–
10
120
7
–
1
3,458
65
4
90
610
769
4,227
(20)
(2)
(855)
(6)
(14)
(55)
(2)
(3)
(957)
(142)
(16)
–
(164)
(5)
–
–
(9)
(336)
(1,293)
2,934
718
780
43
17
292
701
487
(104)
2,934
393
475
2,360
3,228
25
–
–
56
13
6
2
3,330
96
7
441
640
1,184
4,514
(14)
(2)
(1,358)
(6)
(10)
(41)
(2)
(1)
(1,434)
(181)
(33)
–
(231)
(1)
(1)
–
(6)
(453)
(1,887)
2,627
717
780
43
11
300
397
484
(105)
2,627
258
1,283
–
1,541
8
1,735
–
–
–
–
–
3,284
303
2
–
605
910
4,194
(2)
(16)
(849)
(6)
–
–
–
–
(873)
(292)
–
(10)
–
(4)
–
–
–
(306)
(1,179)
3,015
718
782
43
19
–
1,368
85
–
3,015
243
1,443
–
1,686
9
1,681
–
–
–
–
–
3,376
118
4
90
573
785
4,161
(1)
(20)
(855)
(6)
–
(55)
–
–
(937)
(181)
–
–
–
(5)
–
–
–
(186)
(1,123)
3,038
718
780
43
17
–
1,336
144
–
3,038
392
478
–
870
24
2,324
–
–
4
6
–
3,228
105
7
441
541
1,094
4,322
–
(12)
(1,152)
(6)
–
(41)
–
–
(1,211)
(161)
–
–
(231)
–
–
–
–
(392)
(1,603)
2,719
717
780
43
11
–
936
232
–
2,719
Assets
Non-current assets
Investments
Quoted investments
Unquoted investments
Investments in investment entities
Investment portfolio
Carried interest receivable
Interests in Group and fair value entities
Intangible assets
Retirement benefit surplus
Property, plant and equipment
Derivative financial instruments
Deferred income taxes
Total non-current assets
Current assets
Other current assets
Derivative financial instruments
Deposits
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Non-current liabilities
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
B shares
Retirement benefit deficit
Derivative financial instruments
Deferred income taxes
Provisions
Total non-current liabilities
Current liabilities
Trade and other payables
Carried interest and performance fees payable
Acquisition related earn-out charges payable
Loans and borrowings
Derivative financial instruments
Current income taxes
Deferred income taxes
Provisions
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share premium
Capital redemption reserve
Share-based payment reserve
Translation reserve
Capital reserve
Revenue reserve
Own shares
Total equity
Sir Adrian Montague
Chairman
13 May 2014
3i Group plcAnnual report and accounts 2014Financial statements Cash flow statement
for the year to 31 March
Cash flow from operating activities
Purchase of investments
Proceeds from investments
Cash inflow/(outflow) from fair value subsidiaries
Portfolio interest received
Portfolio dividends received
Portfolio fees received
Fees received from external funds
Carried interest received
Carried interest and performance fees paid
Operating expenses
Interest received
Interest paid
Income taxes paid
Net cash flow from operating activities
Cash flow from financing activities
Dividend paid
Repayment of short-term borrowings
Repurchase of long-term borrowings
Net cash flow from derivatives
Net cash flow from financing activities
Cash flow from investing activities
Acquisition of management contracts
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Net cash flow from deposits
Net cash flow from investing activities
Change in cash and cash equivalents
Cash and cash equivalents at the start of year
Effect of exchange rate fluctuations
Cash and cash equivalents at the end of year
107
Group
2014
£m
Group
(restated)
2013
£m
Company
2014
£m
Company
2013
£m
(114)
452
46
6
25
4
52
1
(20)
(125)
3
(57)
(3)
270
(114)
(164)
–
(32)
(310)
–
–
–
90
90
50
610
(17)
643
(82)
353
197
5
22
4
42
20
(22)
(155)
7
(118)
(3)
270
(76)
(304)
(267)
11
(636)
(8)
(1)
1
351
343
(23)
640
(7)
610
(575)
704
–
6
25
(2)
–
–
–
–
3
(57)
–
104
(114)
–
–
(32)
(146)
–
–
–
90
90
48
573
(16)
605
(259)
639
–
5
30
(1)
–
19
–
(53)
7
(114)
–
273
(76)
(253)
(267)
11
(585)
–
–
1
351
352
40
541
(8)
573
3i Group plcAnnual report and accounts 2014Financial statements 108
Significant accounting policies
3i Group plc (the “Company”) is a company registered in England and Wales. The Consolidated financial statements for the year to 31 March 2014
comprise the Financial statements of the Company and its consolidated subsidiaries (together referred to as the “Group”). Separate financial
statements of the Company are also presented.
The accounting policies of the Company are the same as for the Group except where separately disclosed.
A number of key accounting policies are disclosed below, but where possible, accounting policies have been shown as part of the Note that they
specifically relate to in order to assist in understanding.
The financial statements were authorised for issue by the Directors on 14 May 2014.
A Statement of compliance
These consolidated and separate financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board as adopted
for use in the European Union (“IFRS”) and in accordance and compliance with the Companies Act 2006.
New standards and interpretations not applied
The IASB has issued the following standards and interpretations to be applied to financial statements with periods commencing on or after the
following dates:
IFRS 9
IAS 32
IAS 36
IAS 39
Financial instruments
Amendment to offsetting financial assets and financial liabilities
Recoverable amount disclosures for non financial assets – amendments to IAS 36
Novation of derivatives and continuation of hedge accounting – amendments to IAS 39
Effective for period beginning on or after
1 January 2018
1 January 2014
1 January 2014
1 January 2014
The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the financial statements in the
period of initial application and have decided not to adopt early.
The Group has applied IFRS 10 in line with the guidance given at the IFRIC meeting in January 2014 and supported by the IASB in March 2014.
Impact of the application of IFRS 10, 11, 12 and 13, and IAS 19
The Group applied, for the first time, IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IAS 19 Employee Benefits
(Revised 2011) that require restatement of previous financial statements. Further, the application of IFRS 12 Disclosure of Interests in Other Entities
and IFRS 13 Fair Value Measurement resulted in additional disclosures in the consolidated financial statements.
The nature and the impact of each new standard and amendment are described below.
IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements
Under IFRS 10 a large number of entities within the Group have been classified as investment entities. As a result they are no longer consolidated
and are instead held at fair value.
Impact on statement of comprehensive income
As a result of this change in treatment the total return generated by the investment entities is no longer presented on a line-by-line basis but
combined and shown as a new line in the Statement of comprehensive income – “Fair value movements on investment entity subsidiaries”.
This has resulted in a restatement of prior year figures where previously consolidated line items are now aggregated into this line.
The impact of this change by line item is:
Realised profits over value on the disposal of investments (£(140) million); Unrealised profits on the revaluation of investments (£(94) million);
Dividends (£(13) million); Income from loans and receivables (£(35)million); Fees receivable from external funds (£(27) million); Operating expenses
(£23 million); Interest receivable (£(1) million); Carried interest receivable from external funds (£2 million); Carried interest and performance fees
payable (£2 million); Income taxes (£3 million); Exchange movements (£(102) million); Fair value movements on investment entity subsidiaries
(£491 million); and Income/(expense) from fair value subsidiaries (£(109) million). There is no overall change to total return.
The above amounts do not agree to the reconciliation on page 54 as differences are also caused by the reclassification of the Credit Opportunities
Fund and the impact of IAS 19R.
3i Group plcAnnual report and accounts 2014Financial statements 109
Translation of investment entity subsidiaries which are non-sterling denominated will no longer be shown as part of other comprehensive income
“Exchange differences on translation of foreign operations” and will now be included as part of the fair value movement on investment entity
subsidiaries held at fair value. Consequently these translation amounts will no longer be shown as a movement in the translation reserve and it
will become a movement in capital reserves. IFRS 10 has been retrospectively applied as if IFRS 10 was in effect from 1 April 2012. The translation
reserve has been restated to reflect the impact of IFRS 10 for the year to 31 March 2012 by £157 million and for the year to 31 March 2013
by £338 million with corresponding movements in capital reserves.
Basic and diluted earnings per share of the Group have been restated as a result of adopting IFRS 10.
Impact on statement of financial position
The closing fair value of the net assets of the investment entities is now combined and stated in a new line “Investments in investment entities”.
This has resulted in a restatement of prior year figures where previously consolidated line items are now aggregated into this line.
The impact of this change by line item is:
Quoted investments (£(188) million); Unquoted investments (£(1,427) million); Carried interest receivable (£(10) million); Intangible assets (£(22) million);
Other current assets (£(20) million); Cash and cash equivalents (£(46) million); Trade and other payables (£50 million); Carried interest and
performance fees payable (£30 million); Current income taxes (£2 million); Provisions (£1 million); and Investment in investment entities
(£1,630 million).
Cash balances held in investment entity subsidiaries are aggregated into the “Investments in investment entities” line and not consolidated.
Intercompany balances between investment entity subsidiaries and consolidated Group entities which would have previously been eliminated on
consolidation are no longer eliminated. There is no change to the net assets presented as a result of the adoption of IFRS 10, albeit that gross assets
and gross liabilities have changed as a result of the changes to cash and intercompany balances. An opening balance sheet has also been provided
this year to show the effect on the opening balances of the prior year.
Impact on cash flow statement
The cash flow statement is impacted by the adoption of IFRS 10 because the cash held by investment entity subsidiaries is no longer consolidated.
It now forms part of the fair value of the investment entity subsidiary. Additionally, the cash flow statement now includes a new line to disclose the
cash movements to and from investment entities, “Cash inflow/(outflow) from fair value subsidiaries”. This has resulted in a restatement of prior year
figures where previously consolidated line items are now aggregated and disclosed in these lines.
The impact of this change on cash and cash equivalents at 31 March 2013 is a reduction of £46 million and the change by line item is: Purchase
of investments (£67 million); Proceeds from investments (£(253) million); Portfolio interest received (£(10) million); Portfolio dividends received
(£(21) million); Fees received from external funds (£(28) million); Carried interest and performance fees paid (£8 million); Operating expenses
(£36 million); Income taxes paid (£3 million); Acquisition of management contracts and other Debt Management business development (£10 million);
Investment/Divestment into fair value subsidiaries (£197 million); and Cash and cash equivalents at the start of the year (£(78) million).
The above amounts do not agree to the reconciliation on page 57 as differences are also caused by the reclassification of the Credit Opportunities
Fund and the impact of IAS 19R.
IFRS 11 Joint Arrangements
The application of IFRS 11 had no material effect on the accounts of the Company or Group for the periods presented.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured
entities. The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements and include additional
disclosures for unconsolidated subsidiaries and unconsolidated structured entities. IFRS 12 disclosures and descriptions in relation to unconsolidated
subsidiaries are provided in Notes 14 and 34 and structured entities impacted are provided in Note 32.
IFRS 13 Fair Value Measurement
The Group has adopted IFRS 13 which relates to the fair value measurement of assets and liabilities. In the current year, the methodology for
calculating the fair value of its investment portfolio has been amended in respect of the loans, bonds and fixed income shares held in the investment
portfolio. The Group will now value such instruments at fair value through profit and loss, rather than at amortised cost less impairment. This has
no impact on the carrying value in the balance sheet. IFRS 13 requires more comprehensive disclosures around the sensitivities of Level 3 Inputs that
are not based on observable market data. The relevant additional disclosures are provided in Note 13.
IAS 19 Employee Benefits
A description of the impact on the financial statements is included in Note 8 to the financial statements.
3i Group plcAnnual report and accounts 2014Financial statements 110
Significant accounting policies
B Basis of preparation
The financial statements are presented in sterling, the functional currency of the Company, rounded to the nearest million pounds (£m) except
where otherwise indicated.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income and expenses. In the process of applying the Group’s accounting policies,
management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:
Assessment as investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to account for most investments in controlled entities, as well
as investments in associates and joint ventures, at fair value through profit and loss. Subsidiaries that provide investment related services or engage
in permitted investment related activities with investees continue to be consolidated unless they are also investment entities. The criteria which
define an investment entity are currently as follows:
An entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;
An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income
or both; and
An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Group’s annual and interim accounts clearly state its objective of investing directly into portfolio investments and providing investment
management services to investors for the purpose of generating returns in the form of investment income and capital appreciation. The Group has
always reported its investment in portfolio investments at fair value. It also produces reports for investors of the funds it manages and its internal
management report on a fair value basis. The exit strategy for all investments held by the Group is assessed, initially, at the time of the first
investment and this is documented in the investment paper submitted to the Investment Committee for approval. Subsequently it is then reviewed
at least twice a year during semi annual portfolio review meetings.
The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment;
the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related
parties. The Board has concluded that the Company therefore meets the definition of an investment entity. These conclusions will be reassessed
on an annual basis for changes in any of these criteria or characteristics.
Application and significant judgments
A number of entities which the Group previously consolidated will now be recognised at fair value. The majority of the Group’s portfolio is held
through intermediate holding entities which are now fair valued at the entity level as opposed to consolidating the intermediate holding entities and
fair valuing the underlying portfolio. In addition, the Group is deemed to control a limited partnership, an entity in which it holds 46% of the equity.
Consequently this is also fair valued at the entity level with the proportion of value attributable to 3i’s equity stake recognised. In coming to these
conclusions a full consideration of the Group’s ownership, other shareholder dispersion, the Group’s role as agent or principal and other factors that
lead to “control” have been considered.
The most significant estimates relate to the fair valuation of the investment portfolio, the fair valuation of each investment entity subsidiary and the
IAS 19 valuation of the defined benefit scheme. The valuation methodology for the investment portfolio is disclosed in Note 13 and details of the
valuation of the defined benefit pension scheme is shown in Note 8. As a result of IFRS 10, we are required to fair value each investment entity
subsidiary and have assessed this to be equal to the net asset value of the investment entity subsidiary at the balance sheet date with the exception
of one entity which we value on a sum of parts basis. All investment entity subsidiaries are accounted for using accounting policies that are consistent
with the Group’s, and the primary constituent of net asset value across investment entity subsidiaries is portfolio investment.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects
both current and future periods.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
The Statement of comprehensive income of the Company has been omitted from these financial statements in accordance with section 408
of the Companies Act 2006.
The accounting policies have been consistently applied across all Group entities for the purposes of producing these consolidated
financial statements.
3i Group plcAnnual report and accounts 2014Financial statements 111
C Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group
controls an investee if and only if the Group has:
Power over the investee (ie existing rights that give it the current ability to direct the relevant activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances
in assessing whether it has power over an investee, including:
Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
elements of control.
3i Group plc, the ultimate parent company of the Group, is an investment entity and, as such, does not consolidate the investment entities it controls.
Most of the Group’s interests in subsidiaries are recognised as fair value through profit or loss, and measured at fair value. This represents a change
in accounting policy in the current year, more details of which are provided in Notes 14, 15 and 32. Those subsidiaries which provide investment
related services, such as advisory, management or employment services are not classified at fair value through profit and loss and continue to
be consolidated unless they additionally make investments, in which case they are fair valued.
(ii) Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that
are held as part of the Group’s investment portfolio are carried in the statement of financial position at fair value even though the Group may have
significant influence over those companies.
(iii) Joint ventures
Interests in joint ventures that are held as part of the Group’s investment portfolio are carried in the balance sheet at fair value.
(iv) Composition of the Group
The Group is made up of several different types of subsidiaries. The Group re-assesses the function performed by each type of subsidiary to
determine its treatment under the IFRS 10 exemption from consolidation. The types of subsidiaries and their treatment under IFRS 10 are as follows:
General Partners (GPs) – Consolidated
General Partners provide investment management services and do not hold any direct investments in portfolio assets. These entities are not
investment entities.
Investment managers/advisers – Consolidated
These entities provide investment related services through the provision of investment management or advice. They do not hold any direct
investments in portfolio assets. These entities are not investment entities.
Investment managers/advisers which also hold investments – Fair valued
These entities provide investment related services through the provision of investment management or advice and also hold investments in assets
held for capital appreciation. These entities are classified as investment entities and therefore are held at fair value.
Holding companies of investment managers/advisers – Consolidated
These entities provide investment related services through their subsidiaries. They do not hold any direct investment in portfolio assets and these
entities are not investment entities.
3i Group plcAnnual report and accounts 2014Financial statements 112
Significant accounting policies
Limited Partnerships and other intermediate investment holding structures – Fair valued
The Group makes investments in portfolio assets through its ultimate parent company as well as through other limited partnership and corporate
subsidiaries which the Group has created to align the interests of the investment teams with the performance of the assets through the use
of various carried interest schemes. The purpose of these limited partnerships and corporate holding vehicles, many of which also provide
investment related services, is to invest for investment income and capital appreciation. These partnerships meet the definition of an investment
entity and are classified at fair value through the profit and loss.
Portfolio investments – Fair valued
Following the introduction of IFRS 10, the test for accounting subsidiaries has been altered to take wider factors of control as well as actual equity
ownership into account. This has resulted in 36 investments being classified as accounting subsidiaries. In accordance with the investment entity
exception, these entities have been held at fair value with movements in fair value going through the profit and loss account. Further details can be
found in Note 13. With one exception (Palace Street I) none of these subsidiaries are a UK Companies Act subsidiary.
Structured entities – Fair valued
The Group has interests in a number of unconsolidated structured entities, their current carrying value and a description of their activities
is included in Note 32.
D Income
Gross investment return is equivalent to “revenue” for the purposes of IAS 1. It represents the overall increase in net assets from the investment
portfolio net of deal-related costs and includes foreign exchange movements in respect of the investment portfolio. Investment income is analysed
into the following components:
(a) Realised profits or losses over value on the disposal of investments are the difference between the fair value of the consideration received less
any directly attributable costs, on the sale of equity and the repayment of loans and receivables, and its carrying value at the start of the
accounting period, converted into sterling using the exchange rates in force at the date of disposal.
(b) Unrealised profits or losses on the revaluation of investments are the movement in the carrying value of investments between the start and
end of the accounting period converted into sterling using the exchange rates in force at the date of the movement.
(c) Fair value movements on investment entity subsidiaries are the movement in the carrying value of group subsidiaries which are classified as
investment entities under IFRS 10. The Group makes investments in portfolio assets through these entities which are usually limited partnerships
or corporate subsidiaries.
(d) Portfolio income is that portion of income that is directly related to the return from individual investments. It is recognised to the extent that
it is probable that there will be economic benefit and the income can be reliably measured. The following specific recognition criteria must
be met before the income is recognised:
Dividends from equity investments are recognised in the Statement of comprehensive income when the shareholders’ rights to receive
payment have been established.
Income from loans and receivables is recognised as it accrues by reference to the principal outstanding and the effective interest rate
applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to the asset’s
carrying value. When the fair value of an investment is assessed to be below the principal value of a loan the Group recognises a provision
against any interest accrued from the date of the assessment going forward until the investment is assessed to have recovered in value.
Fee income is earned directly from investee companies when an investment is first made and through the life of the investment. Fees that
are earned on a financing arrangement are considered to relate to a financial asset measured at fair value through profit or loss and are
recognised when that investment is made. Fees that are earned on the basis of providing an ongoing service to the investee company are
recognised as that service is provided.
(e) Foreign exchange on investments arises on investments made in currencies that are different from the functional currency of the Group entity.
Investments are translated at the exchange rate ruling at the date of the transaction. At each subsequent reporting date investments are
translated to sterling at the exchange rate ruling at that date.
3i Group plcAnnual report and accounts 2014Financial statements 113
E Exchange differences
(i) Foreign currency transactions
Transactions in currencies different from the functional currency of the Group entity entering into the transaction are translated at the exchange
rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
to sterling at the exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the statement of comprehensive income. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are stated at fair value are translated to sterling using exchange rates ruling at the date
the fair value was determined.
(ii) Financial statements of non-sterling operations
The assets and liabilities of operations whose functional currency is not sterling, including fair value adjustments arising on consolidation, are
translated to sterling at exchange rates ruling at the balance sheet date. The revenues and expenses of these operations are translated to sterling
at rates approximating to the exchange rates ruling at the dates of the transactions. Exchange differences arising on retranslation are recognised
in other comprehensive income and accumulated within a separate component of equity, the Translation reserve, and are released upon disposal
of the non-sterling operation.
In respect of non-sterling operations, cumulative translation differences on the consolidation of non-sterling operations are being accumulated
from the date of transition to IFRS, 1 April 2004, and not from the original acquisition date.
F Treasury assets and liabilities
Short-term treasury assets and short and long-term treasury liabilities are used in order to manage cash flows and overall costs of borrowing.
Financial assets and liabilities are recognised in the balance sheet when the relevant Group entity becomes a party to the contractual provisions
of the instrument. De-recognition occurs when rights to cash flows from a financial asset expire, or when a liability is extinguished.
(i) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three
months or less. For the purposes of the cash flow statement, cash and cash equivalents comprise cash and short-term deposits as defined above
and other short-term highly liquid investments that are readily convertible into cash and are subject to insignificant risk of changes in value, net
of bank overdrafts.
(ii) Deposits
Deposits in the balance sheet comprise longer-term deposits with an original maturity of greater than three months.
3i Group plcAnnual report and accounts 2014Financial statements 114
Notes to the financial statements
1 Segmental analysis
Operating segments are the components of the entity whose results are regularly reviewed by the entity’s chief-operating-decision-maker to make
decisions about resources to be allocated to the segment and assess its performance. The chief-operating-decision-maker for the Group is considered
to be the Chief Executive. The Group considers the businesses’ activity on two bases. Firstly, as business divisions determined with reference to market
focus, geographic focus, investment funding model and the Group’s management hierarchy. Secondly, in line with the strategy of the Group, it considers
separate Proprietary Capital and Fund Management businesses focused on investment returns and Fund Management profits respectively.
The performance of the business divisions is primarily assessed based on Gross Investment Return.
The Proprietary Capital segment is assessed based on Operating profit before carry which comprises Gross Investment Return, direct costs and
a synthetic fee paid to the fund manager and funding expenses.
The Fund Management segment is assessed based on Operating profit before carry which comprises fees receivable from external funds and
a synthetic fee paid from the Proprietary Capital segment offset by operating expenses of the investment teams.
In line with IFRS 8, the tables below are presented on the Investment basis which is the basis used by the chief-operating-decision-maker to monitor
the performance of the Group. A description of the Investment basis is provided on page 53 and a reconciliation of the Investment basis to the IFRS
financial statements is provided on pages 54 to 57.
Investment basis
Year to 31 March 2014
Realised profits over value
on the disposal of investments
Unrealised profits/(losses)
on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable/(payable)
Foreign exchange on investments
Gross Investment Return
Fees receivable from external funds
Synthetic fees
Operating expenses 1
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Other (loss)/income
Operating profit before carry
Carried interest
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Income taxes
Other comprehensive income
Re-measurements of defined benefit plans
Total return
Net divestment/(investment)
Realisations
Cash investment
Private
Equity
£m
Infrastructure
£m
Debt
Management
£m
201
478
13
46
9
(100)
647
17
–
(79)
(1)
(82)
–
669
(276)
393
1
(13)
21
–
–
(7)
2
24
–
(23)
–
–
–
2
–
2
–
10
10
4
(2)
(6)
16
32
–
(34)
4
(3)
(6)
6
(61)
(55)
Total
£m
202
475
44
50
7
(113)
665
73
–
(136)
3
(54)
10
(3)
–
558
3
(85)
(6)
470
(3)
11
478
677
(337)
340
Proprietary
Capital
£m
Fund
Management
£m
–
–
–
–
3
–
3
73
51
(108)
–
–
–
–
–
19
202
475
44
50
4
(113)
662
–
(51)
(28)
3
(54)
10
(3)
–
539
677
(337)
340
Balance sheet
Value of investment portfolio at the end of the year
2,935
487
143
3,565
3,565
Total
£m
202
475
44
50
7
(113)
665
73
–
(136)
3
(54)
10
(3)
–
558
3
(85)
(6)
470
(3)
11
478
677
(337)
340
3,565
1 Includes restructuring costs of £7 million, £1 million and £1 million for Private Equity, Infrastructure and Debt Management, respectively, and £1 million and £8 million
for Proprietary Capital and Fund Management, respectively.
3i Group plcAnnual report and accounts 2014Financial statements
115
Total
£m
190
253
46
53
4
52
598
71
–
(170)
6
(101)
(6)
(22)
(3)
373
4
(12)
(7)
358
(6)
21
373
606
(149)
457
Private
Equity
£m
Infrastructure
£m
Debt
Management
£m
Total
£m
Proprietary
Capital
£m
Fund
Management
£m
190
250
22
52
4
44
562
19
–
(114)
4
(11)
–
575
(121)
454
–
(2)
18
–
–
6
22
21
–
(24)
1
(2)
–
31
(5)
26
–
5
6
1
–
2
14
31
–
(32)
(1)
1
(7)
–
(23)
(23)
190
253
46
53
4
52
598
71
–
(170)
6
(101)
(6)
(22)
(3)
373
4
(12)
(7)
358
(6)
21
373
606
(149)
457
–
–
–
–
–
–
–
71
56
(140)
–
–
–
–
–
(13)
190
253
46
53
4
52
598
–
(56)
(30)
6
(101)
(6)
(22)
(3)
386
606
(149)
457
2,707
507
81
3,295
3,295
3,295
Investment basis
Year to 31 March 2013
Realised profits over value
on the disposal of investments
Unrealised profits/(losses)
on the revaluation of investments
Portfolio income
Dividends
Income from loans and receivables
Fees receivable/(payable)
Foreign exchange on investments
Gross Investment Return
Fees receivable from external funds
Synthetic fees
Operating expenses 1
Interest receivable
Interest payable
Movement in the fair value of derivatives
Exchange movements
Other (loss)/income
Operating profit before carry
Carried interest
Carried interest receivable from external funds
Carried interest and performance fees payable
Acquisition related earn-out charges
Operating profit
Income taxes
Other comprehensive income
Re-measurements of defined benefit plans
Total return
Net divestment/(investment)
Realisations
Cash investment
Balance sheet
Value of investment portfolio at the end of the year
1 Includes restructuring costs of £23 million, £5 million and £2 million for Private Equity, Infrastructure and Debt Management respectively and £6 million and £24 million
for Proprietary Capital and Fund Management respectively.
3i Group plcAnnual report and accounts 2014Financial statements
116
Notes to the financial statements
1 Segmental analysis (continued)
Investment basis
Year to 31 March 2014
Gross investment return
Realised profits over value on the disposal of investments
Unrealised profits/(losses) on the revaluation of investments
Portfolio income
Foreign exchange on investments
Net divestment/(investment)
Realisations
Cash Investment
UK
£m
77
33
47
(1)
156
218
(41)
177
Continental
Europe
£m
The
Americas
£m
89
357
36
(38)
444
343
(238)
105
25
197
38
16
276
231
(79)
152
28
124
16
(36)
132
70
(58)
12
361
107
27
14
10
158
222
(61)
161
262
Asia
£m
7
(39)
2
(38)
(68)
43
–
43
325
Asia
£m
3
(61)
2
24
(32)
3
(5)
(2)
437
Rest of
World
£m
1
–
–
–
1
3
–
3
4
Rest of
World
£m
(1)
1
1
1
2
–
–
–
6
Total
£m
202
475
101
(113)
665
677
(337)
340
3,565
Total
£m
190
253
103
52
598
606
(149)
457
3,295
Continental
Europe
£m
The
Americas
£m
Balance sheet
Value of investment portfolio at the end of the year
1,058
1,817
Investment basis
Year to 31 March 2013
Gross investment return
Realised profits over value on the disposal of investments
Unrealised profits/(losses) on the revaluation of investments
Portfolio income
Foreign exchange on investments
Net divestment/(investment)
Realisations
Cash Investment
UK
£m
56
89
48
1
194
150
(4)
146
Balance sheet
Value of investment portfolio at the end of the year
1,096
1,494
3i Group plcAnnual report and accounts 2014Financial statements 2 Realised profits over value on the disposal of investments
3 Unrealised profits/(losses) on the revaluation of investments
Realisations
Valuation of disposed investments
Investments written off
Of which:
– profit recognised on realisations
– losses recognised on realisations
Realisations
Valuation of disposed investments
Investments written off
Of which:
– profit recognised on realisations
– losses recognised on realisations
Movement in the fair value of investments
Of which:
– unrealised gains
– unrealised losses
Movement in the fair value of investments
Of which:
– unrealised gains
– unrealised losses
117
2014
Total
£m
452
(306)
–
146
150
(4)
146
353
(298)
–
55
67
(12)
55
2014
Total
£m
77
146
(69)
77
2013
Unquoted
investments
(restated)
£m
2013
Quoted
investments
(restated)
£m
2013
Total
(restated)
£m
2014
Unquoted
investments
£m
2014
Quoted
investments
£m
441
(297)
–
144
148
(4)
144
11
(9)
–
2
2
–
2
202
(147)
–
55
67
(12)
55
151
(151)
–
–
–
–
–
2014
Unquoted
investments
£m
2014
Quoted
investments
£m
63
132
(69)
63
14
14
–
14
2013
Unquoted
investments
(restated)
£m
2013
Quoted
investments
(restated)
£m
2013
Total
(restated)
£m
140
140
265
(125)
140
16
16
16
–
16
156
156
281
(125)
156
3i Group plcAnnual report and accounts 2014Financial statements 118
Notes to the financial statements
4 Fees receivable
Fees receivable
Deal-related costs
2014
£m
9
(2)
7
2013
(restated)
£m
6
(2)
4
Fees receivable include fees arising from the ongoing management of the portfolio together with fees arising from making investments. Deal-related
costs represent fees incurred on aborted deals and fees incurred in the process of acquiring, managing or realising an investment.
5 Operating expenses
Operating expenses recognised in the IFRS Statement of comprehensive income include the following amounts:
Depreciation of property, plant and equipment
Audit fees
Staff costs (Note 6)
Restructuring and redundancy costs
2014
£m
2
2
69
9
2013
(restated)
£m
1
2
71
29
The above numbers exclude amounts incurred in entities now accounted for as investment entity subsidiaries and subsequently held at fair value
under IFRS 10. Amortisation costs of £1 million (2013: £1 million) and staff costs of £8 million (2013: £13 million) were incurred in these entities,
and therefore totalled £1 million (2013: £1 million) and £77 million (2013: £84 million) respectively.
Services provided by the Group’s auditors
During the year the Group obtained the following services from the Group’s auditors, Ernst & Young LLP. The amounts below are recognised
on an Investment basis as this discloses all of the fees paid to the auditors:
Audit services
Statutory
audit
– Company
– UK subsidiaries
– Overseas subsidiaries
Audit-related regulatory reporting
Non-audit services
Other assurance services
Investment due diligence
Tax services (compliance and advisory services)
2014
£m
2013
£m
1.3
0.5
0.2
–
2.0
0.2
0.2
0.1
2.5
1.3
0.5
0.2
–
2.0
0.2
0.1
0.1
2.4
Non-audit services
These services are services that could be provided by a number of firms and include general consultancy work. Work is allocated to the auditors only
if it does not impact the independence of the audit firm.
In addition to the above, Ernst & Young LLP has received fees from investee companies. It is estimated that Ernst & Young LLP receive less than 20%
of the total investment-related fees paid to the four largest accounting firms.
Ernst & Young LLP also acts as auditor to the 3i Group Pension Plan. The appointment of the auditors to this Plan and the fees paid in respect of the
audit are agreed by the trustees who act independently from the management of the Group. The aggregate fees paid to the Group’s auditors for audit
services to the pension scheme during the year were less than £0.1 million (2013: less than £0.1 million).
3i Group plcAnnual report and accounts 2014Financial statements 119
6 Staff costs
The table below is prepared in accordance with Companies Act requirements, which is consistent with the Investment basis. Under IFRS the total
staff costs in the year would be £69 million (2013: £71 million) as recognised in Note 5.
Wages and salaries
Social security costs 1
Share-based payment costs (Note 7)
Pension costs
2014
£m
57
10
6
4
77
2013
£m
66
9
4
5
84
1 Excludes £1 million of social security cost included in restructuring and redundancy costs (2013: £4 million).
Under the Investment basis, the average number of employees during the year was 277 (2013: 358). Under IFRS, the average number of employees
during the year was 269 (2013: 266) which reflects that a number of employees are employed by investment entity subsidiaries.
Wages and salaries shown above include salaries paid in the year, bonuses and portfolio incentive schemes relating to the year. These costs are
included in operating expenses. The table below analyses these costs between fixed and variable elements.
Fixed staff costs
Variable staff costs
2014
£m
46
31
77
2013
£m
52
32
84
7 Share-based payments
Accounting policy:
The costs of share-based payments made by the Company in respect of subsidiaries’ employees are treated as additional investments in
those subsidiaries.
The Group has equity-settled and cash settled share-based payment transactions with certain employees. Equity settled schemes are measured
at fair value at the date of grant, which is then recognised in the Statement of comprehensive income on a straight-line basis over the vesting period,
based on the Group’s estimate of shares that will eventually vest. Fair value is measured by use of an appropriate model. In valuing equity-settled
transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of 3i Group plc. The charge is
adjusted at each balance sheet date to reflect the actual number of forfeitures, cancellations and leavers during the period. The movement in
cumulative charges since the previous balance sheet is recognised in the Statement of comprehensive income, with a corresponding entry in equity.
Liabilities arising from cash settled share-based payment transactions are recognised in the Statement of comprehensive income over the vesting
period. They are fair valued at each reporting date. The cost of cash settled share-based payment transactions are adjusted for the forfeitures
of the participants rights that no longer meet the plan requirements as well as for early vesting.
Share-based payments are in certain circumstances made in lieu of annual cash bonuses or carried interest payments. The cost of the share-
based payments is allocated either to operating expenses (bonuses) or carried interest depending on the original driver of the award. Executive
Director Long Term Incentives are allocated to operating expenses.
The total cost recognised in the Statement of comprehensive income is shown below:
Share options 1
Share awards included as operating expenses 1
Share awards included as carried interest 1
Cash settled share awards
1 Credited to equity.
2014
£m
–
6
2
2
10
2013
(restated)
£m
(1)
4
6
1
10
3i Group plcAnnual report and accounts 2014Financial statements 120
Notes to the financial statements
7 Share-based payments (continued)
The features of the Group’s share schemes are set out on pages 87 to 102. For legal, regulatory or practical reasons certain participants may
be granted “phantom awards” under these schemes, which are intended to replicate the financial effects of a share award without entitling the
participant to acquire shares. The carrying amount of liabilities arising from share-based payment transactions at 31 March 2014 is £4 million
(2013: £2 million). The intrinsic value of liabilities arising from share-based payment transactions which have vested by 31 March 2014 is £nil
(2013: £nil).
The following information shows details of the share-based payment awards made during the year.
Grant date
Vesting period
Life of the award
Ongoing valuation methodology
Weighted average value of awards granted at grant date
Share awards
June 2013,
December 2013
3–4 years
10 years
Share price at grant
3.45
Cash settled
share awards
June 2013
3 years
10 years
Balance sheet date
closing price
3.45
Share options
At 31 March 2014 there were 3.7 million outstanding options for the Performance share awards (non-market condition). Due to a significant loss
on return in the first year, the minimum vesting hurdle of a 10% Group return on opening equity over three years is not expected to be achieved.
Share awards
Details of share awards outstanding during the year are as follows:
Outstanding at the start of the year
Granted
Exercised
Lapsed
Outstanding at the end of year
2014
13,773,834
6,058,327
(1,503,366)
(874,032)
17,454,763
2013
16,698,893
2,746,884
(171,087)
(5,500,856)
13,773,834
The awards outstanding at the end of the year have a weighted average contractual life of 4.74 years (2013: 6.95 years). The cost of share awards
is spread over the vesting period of two to four years.
A summary of the vesting conditions of share awards is as follows:
Performance share awards (market condition)
The performance condition for Performance shares issued before July 2011 is based on the outperformance of the theoretical growth in value
of a shareholding in the Company (with dividends reinvested) for the three-year performance period from grant (averaged over a 60-day period)
compared to the growth in value of the FTSE 100 Index (with dividends reinvested) adjusted for mergers, demergers and de-listings over that period.
Performance share awards (non market condition)
Performance shares issued after June 2011 will vest, subject to a vesting scale, if the annualised growth of the Group’s return on opening equity
during the three-year performance period equals or exceeds 10% per annum.
Performance-based awards
Performance-based share awards are made to certain investment executives. These plans operate in a similar format to a carry scheme where
a percentage of shares will vest once a realised profit hurdle has been achieved on a defined group of assets.
Deferred bonus plan
Certain employees receive an element of their bonus as a conditional award of shares which vest either in equal tranches annually over three or four
years or at the end of three years. The awards are not subject to a performance condition. The fair value of the deferred shares is the share price at
the date of the award.
3i Group plcAnnual report and accounts 2014Financial statements 121
Share Incentive Plan
Eligible UK employees may participate in a HM Revenue and Customs approved Share Incentive Plan intended to encourage employees to invest
in the Company’s shares. Accordingly it is not subject to a performance condition. During the year participants invested up to £125 per month from
their pre-tax salaries in the Company’s shares (referred to as partnership shares). For each share so acquired the Company grants two free
additional shares (referred to as matching shares) which are normally subject to forfeiture if the employee ceases to be employed (other than
for certain permitted reasons) within three years of grant. From 6 April 2014 the limit has been increased to £150 per month.
Employee Trust
The Group has established the 3i Group Employee Trust which holds shares in 3i Group plc which can be used to meet its obligations under certain
share schemes. The Trustee has full discretion as to the application of trust assets. However, in accordance with IFRS 10, 3i Group plc is considered
the ultimate controlling party for accounting purposes and the operations of the 3i Group Employee Trust are consolidated by the Group.
8 Retirement benefits
Accounting policy:
Payments to defined contribution retirement benefit plans are charged to the Statement of comprehensive income as they fall due.
For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit method with actuarial valuations
being carried out at each balance sheet date. Interest on the net defined benefit liability/asset, calculated using the discount rate used to measure
the defined benefit obligation, is recognised in the Statement of comprehensive income. Re-measurement gains or losses are recognised in full
as they arise in other comprehensive income.
A retirement benefit deficit is recognised in the balance sheet to the extent that the present value of the defined benefit obligations exceeds
the fair value of plan assets.
A retirement benefit surplus is recognised in the balance sheet where the fair value of plan assets exceeds the present value of the defined
benefit obligations limited to the extent that the Group can benefit from that surplus.
Retirement benefit plans
(i) Defined contribution plans
The Group operates a number of defined contribution retirement benefit plans for qualifying employees throughout the Group. The assets of these
plans are held separately from those of the Group. The employees of the Group’s subsidiaries in France are members of a state managed retirement
benefit plan operated by the country’s government. 3i Europe plc’s French branch is required to contribute a specific percentage of payroll costs to
the retirement benefit scheme to fund these benefits.
The total expense recognised in the Statement of comprehensive income is £3 million (2013: £4 million), which represents the contributions payable
to these plans. There were no outstanding payments due to these plans at the balance sheet date.
(ii) Defined benefit plans
The Group operates a final salary defined benefit plan for qualifying employees of its subsidiaries in the UK (“the Plan”). The Plan is approved
by HMRC for tax purposes and is operated separately from the Group and managed by an independent set of Trustees, whose appointment is
determined by the Plan’s documentation. The Plan is subject to UK funding regulations, which require the Group and the Trustees to agree a funding
strategy and contribution schedule where necessary.
The Plan has not been offered to new employees joining 3i since 1 April 2006. The Plan was closed to the future accrual of benefits by members with
effect from 5 April 2011, although the final salary link will be maintained on existing accruals. Members of the Plan have been invited to join the
Group’s defined contribution plan with effect from 6 April 2011. The defined benefit plan is a funded scheme, the assets of which are independent
of the Company’s finances and are administered by the Trustees. The Trustees are responsible for managing and investing the Plan’s assets and for
monitoring the Plan’s funding position. As the Plan is now closed to future accrual, measures have been taken to de-risk the Plan through changes
to its investment policy.
IAS 19 (Revised) became effective for accounting periods beginning after 1 January 2013, and as a result prior period financial statements have been
restated to reflect the impact of the retrospective application of the standard. The main effect is that the expected returns on pension scheme assets
and the interest cost on defined benefit obligations have been replaced by interest on the net defined benefit liability/asset, calculated using the
discount rate used to measure the defined benefit obligation. These amendments have been retrospectively applied and the prior period comparative
figures restated accordingly. The result of this is a £4 million increase in interest payable and a £4 million increase in re-measurement gain included
in other comprehensive income for the year ended 31 March 2013. The estimated effect on the current period figures is an increase in interest
payable of £4 million and an increase in re-measurement gain of £4 million.
3i Group plcAnnual report and accounts 2014Financial statements 122
Notes to the financial statements
8 Retirement benefits (continued)
The valuation of the Plan has been updated on an IAS 19 basis by an independent qualified actuary as at 31 March 2014. This included an update
to the membership data as part of the full triennial actuarial valuation (effective date 30 June 2013) that was completed in March 2014.
Employees in Germany and Spain are entitled to a pension based on their length of service. 3i Deutschland GmbH and the German and Spanish
branches of 3i Europe plc contribute to individual investment policies for their employees and have agreed to indemnify any shortfall on an
employee’s investment policy should it arise. The total value of these investment policies intended to cover pension liabilities is £1 million
(2013: £3 million) and the future liability calculated by German and Spanish actuaries is £15 million (2013: £17 million). The amounts recognised in
profit/loss for the year and other comprehensive income for these schemes are a £1 million expense (2013: £1 million expense) and a £1 million
gain (2013: £3 million expense) respectively.
The amount recognised in the Statement of financial position in respect of the Group’s defined benefit plans are as follows:
Present value of funded obligations
Fair value of the Plan assets
Asset restriction
Retirement benefit surplus in respect of the Plan
Retirement benefit deficit in respect of other defined benefit schemes
The asset restriction relates to tax that would be deducted at source in respect of a refund of the Plan surplus.
Amounts recognised in the Statement of comprehensive income in respect of the Plan are as follows:
Included in interest payable (Note 9)
Interest income on net defined benefit asset
Included in other comprehensive income
Re-measurement (gain)/loss
Asset restriction
Total re-measurement (gain)/loss and asset restriction
Total
Changes in the present value of the defined benefit obligation were as follows:
Opening defined benefit obligation
Interest on Plan liabilities
Re-measurement (gain)/loss:
– (gain)/loss from change in demographic assumptions
– (gain)/loss from change in financial assumptions
– experience (gains)/losses
Benefits paid
Closing defined benefit obligation
2014
£m
687
(898)
74
(137)
14
2014
£m
(4)
(17)
7
(10)
(14)
2014
£m
720
31
11
(7)
(41)
(27)
687
2013
£m
720
(904)
64
(120)
14
2013
(restated)
£m
(3)
(37)
13
(24)
(27)
2013
(restated)
£m
693
31
–
34
(1)
(37)
720
3i Group plcAnnual report and accounts 2014Financial statements Changes in the fair value of the Plan assets were as follows:
Opening fair value of the Plan assets
Interest on Plan assets
Actual return on Plan assets less interest on Plan assets
Employer contributions
Benefits paid
Closing fair value of the Plan assets
Contributions paid to the Plan are related party transactions as defined by IAS 24 Related party transactions.
The fair value of the Plan assets at the balance sheet date is as follows:
Equities
Corporate bonds
Gilts
Other
The Plan’s assets are all invested with Legal and General Investment Management in quoted and liquid funds.
The Plan assets do not include any of the Group’s own equity instruments nor any property in use by the Group.
Changes in the asset restriction were as follows:
Opening asset restriction
Interest on asset restriction
Re-measurements
Closing asset restriction
The asset restriction relates to tax that would be deducted at source in respect of a refund of the Plan surplus.
The principal assumptions made by the actuaries and used for the purpose of the year end valuation of the Plan were as follows:
Discount rate
Expected rate of salary increases
Expected rate of pension increases
Retail Price Index (RPI) inflation
Consumer Price Index (CPI) inflation
123
2013
(restated)
£m
798
36
70
37
(37)
904
2013
£m
318
235
341
10
904
2013
(restated)
£m
49
2
13
64
2013
4.4%
5.8%
3.4%
3.3%
2.6%
2014
£m
904
38
(20)
3
(27)
898
2014
£m
198
207
482
11
898
2014
£m
64
3
7
74
2014
4.5%
5.9%
3.5%
3.4%
2.4%
In addition, it is assumed that members exchange 25% of pension for lump sum at retirement on the conversion terms in place at the previous
actuarial valuation with an allowance for the terms to increase in future. Following the completion of the full actuarial valuation as at 30 June 2013,
the latest conversion terms have been reflected in the defined benefit obligation as at 31 March 2014. The impact of allowing for the latest conversion
terms has been to increase the defined benefit obligation by around £13 million.
The duration of the Plan’s defined benefit obligation at the accounting date was around 21 years. The financial assumptions adopted are appropriate
for a pension scheme with the Plan’s maturity.
3i Group plcAnnual report and accounts 2014Financial statements 124
Notes to the financial statements
8 Retirement benefits (continued)
The post-retirement mortality assumption used to value the benefit obligation at 31 March 2014 is 80% of the S1NA Light tables allowing for
improvements from 2003 in line with the CMI 2012 core projections with a long-term annual rate of improvement of 1.5% (31 March 2013: 80% of the
PNA00 tables allowing for improvements from 2000 in line with the CMI 2009 core projections with a long-term annual rate of future improvement
of 1.5%). The life expectancy of a male member reaching age 60 in 2034 (2013: 2033) is projected to be 33.3 (2013: 33.2) years compared to
31.0 (2013: 30.7) years for someone reaching 60 in 2014.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Discount rate
Retail Price Index (RPI) inflation
Life expectancy
Change in assumption
Impact on defined benefit obligation
Decrease by 0.1%
Increase by 0.1%
Increase by 1 year
Increase by £9 million
Increase by £8 million
Increase by £11 million
The above sensitivity analysis is based on changing one assumption whilst all others remain constant. In practice this is unlikely to occur and changes
in some of the assumptions may be correlated.
Through its defined benefit plan the Group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
A fall in the value of the Plan’s assets may reduce the value of the defined benefit surplus and could affect the future funding requirements.
To reduce the volatility of the Plan’s assets, the Trustees have implemented an investment strategy that reduces the Plan’s equity holdings
by switching them to bonds over time. The Plan’s assets are also diversified across different asset classes.
Inflation risk
Changes in bond yields A decrease in corporate bond yields will increase the Plan’s IAS 19 defined benefit obligation. However, the Plan holds a proportion of its assets
in corporate bonds and so any increase in the defined benefit obligation would be partially offset by an increase in the value of the Plan’s assets.
The Plan’s defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities. The majority of the Plan’s assets
are either unaffected by or only loosely correlated with inflation, meaning that an increase in inflation could reduce or eliminate the defined
benefit surplus.
The Plan’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the
Plan’s defined benefit obligation.
Life expectancy
As the Plan was closed to future accrual of benefits by members with effect from 5 April 2011 the Group ceased to make regular contributions
to the Plan in the year to 31 March 2012.
The triennial actuarial funding valuation as at 30 June 2013 was completed in March 2014. The results of that valuation showed that the plan had an
actuarial surplus of £1 million at 30 June 2013 and as a result the Group is not required to make contributions to the Plan at this time. The contingent
asset arrangement entered into during FY2013, details of which are provided in Note 31, remains in place. The next triennial actuarial funding
valuation exercise will be based on the financial position as at 30 June 2016.
9 Net interest payable
Interest receivable
Interest on cash and cash equivalents
Interest payable
Interest on loans and borrowings
Net finance (expense)/income on pension plan
Net interest payable
2014
£m
2
2
(58)
4
(54)
(52)
2013
(restated)
£m
5
5
(103)
2
(101)
(96)
3i Group plcAnnual report and accounts 2014Financial statements 125
10 Movement in the fair value of derivatives
Accounting policy:
Derivative financial instruments may be used to manage the risk associated with foreign currency fluctuations of the investment portfolio and
changes in interest rates on its borrowings. In such circumstances this is achieved by the use of foreign exchange contracts and interest rate
swaps. All derivative financial instruments are held at fair value.
Derivative financial instruments are recognised initially at fair value on the contract date and subsequently re-measured to the fair value at each
reporting date. The fair value of forward exchange contracts is calculated by reference to current forward exchange contracts for contracts with
similar maturity profiles. The valuation technique incorporates foreign exchange spot and forward rates, and interest rates as inputs, and uses
present value calculations. The fair value of interest rate swaps is determined with reference to future cash flows and current interest and
exchange rates. This represents the replacement cost of the instruments at the balance sheet date.
No contracts are designated as hedging instruments, as defined in IAS 39, and consequently all changes in fair value of financial instruments
are taken to the Statement of comprehensive income.
Interest rate swaps
Forward foreign exchange contracts
2014
£m
11
(1)
10
2013
(restated)
£m
(8)
2
(6)
Exchange movements in relation to forward foreign exchange contracts are included within exchange movements in the Statement of
comprehensive income. During the year, a £12 million gain (2013: £11 million loss) was recognised in exchange movements in relation to forward
foreign exchange contracts. Also during the year, the only residual long-term interest rate swap was closed out.
11 Carried interest and performance fees payable
Accounting policy:
Carried interest receivable
The Group earns a share of profits (“carried interest receivable”) from funds which it manages on behalf of third parties. These profits are earned
when the funds meet certain performance conditions.
Carried interest receivable is accrued if its performance conditions, measured at the balance sheet date, would be achieved if the remaining assets
in that fund were realised at fair value. Fair value is determined using the Group’s valuation methodology and is measured at the balance sheet date.
An accrual is made equal to the Group’s share of profits in excess of the performance conditions, taking into account the cash already returned
to fund investors and the fair value of assets remaining in the fund.
Carried interest and performance fees receivable include amounts receivable from Private Equity, Infrastructure and Debt Management funds.
Each scheme is separately reviewed at the balance sheet date, and an accrual for carried interest receivable made once the performance
conditions in the scheme have been met.
Carried interest payable
The Group offers investment executives the opportunity to participate in the returns from successful investments. “Carried interest payable”
is the term used for amounts payable to executives on investment-related transactions.
A variety of asset pooling arrangements are in place so that executives may have an interest in one or more carried interest schemes.
Carried interest payable is accrued if its performance conditions, measured at the balance sheet date, would be achieved if the remaining assets in
that scheme were realised at fair value. An accrual is made equal to the executive’s share of profits in excess of the performance conditions in place
in the carried interest scheme, discounted to reflect the likely actual cash payment date, which may be materially later than the time of the accrual.
Under IFRS 10, where carry payable reduces the fair value of an investment entity subsidiary, that movement is recorded through
“Fair value movements on investment entity subsidiaries”. An additional £69 million of carry payable was recognised in these entities
(2013: £(5) million reduction).
Carried interest and performance fees receivable from external funds
Carried interest and performance fees payable
2014
£m
(1)
(16)
(17)
2013
(restated)
£m
6
(17)
(11)
3i Group plcAnnual report and accounts 2014Financial statements 126
Notes to the financial statements
12 Income taxes
Accounting policy:
Income taxes represent the sum of the tax currently payable, withholding taxes suffered and deferred tax. Tax is charged or credited in the Statement
of comprehensive income, except where it relates to items charged or credited directly to equity, in which case the tax is also dealt with in equity.
The tax currently payable is based on the taxable profit for the year. This may differ from the profit included in the Statement of comprehensive
income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit (“temporary differences”), and is accounted for using the
balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Where there are taxable differences arising on investments
in subsidiaries, branches and associates, and interests in joint ventures, deferred tax liabilities are recognised except where the Group is able to
control reversal of the temporary difference and it is probable that the temporary differences will reverse in the foreseeable future.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. However, where there are deductible temporary differences arising from investments in subsidiaries, branches and
associates, and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that both the temporary differences
will reverse in the foreseeable future and taxable profits be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill and other assets
and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised using tax rates
and laws that have been enacted or substantively enacted by the balance sheet date.
Current taxes
Current year
Deferred taxes
Deferred income taxes
Total income taxes in the Statement of comprehensive income
2014
£m
(4)
2
(2)
2013
(restated)
£m
(3)
–
(3)
3i Group plcAnnual report and accounts 2014Financial statements 127
Reconciliation of income taxes in the Statement of comprehensive income
The tax charge for the year is different to the standard rate of corporation tax in the UK, currently 23% (2013: 24%), and the differences are
explained below:
Profit before tax
Profit before tax multiplied by rate of corporation tax in the UK of 23% (2013: 24%)
Effects of:
Utilisation of previously unrecognised deferred tax
Non-taxable dividend income
Foreign tax
Capital profits
Excess tax losses arising in the period
Total income taxes in the Statement of comprehensive income
2014
£m
519
(119)
7
6
(4)
137
(29)
(2)
2013
(restated)
£m
363
(87)
9
7
(3)
125
(54)
(3)
The Group’s realised profits, fair value adjustments and impairment losses are primarily included in the Company, the affairs of which are directed
so as to allow it to be approved as an investment trust. An investment trust is exempt from tax on capital gains, therefore the Group’s capital return
will be largely non-taxable.
Including £3 million of tax charges incurred in fair valued entities, the total tax charge for the Group was £5 million. Under the Investment basis
presentation, of the £5 million total tax charge, £1 million has been recognised as a reduction of realised profits and £1 million as a reduction in value
growth because these tax charges relate to two specific overseas investments.
Deferred income taxes
Opening deferred income tax liability
Tax losses
Income in accounts taxable in the future
Other
Recognised through Statement of comprehensive income
Tax losses utilised
Recognised on acquisition
Income in accounts taxable in the future
Closing deferred income tax liability
Tax losses
Income in accounts taxable in the future
Other
2014
£m
2013
(restated)
£m
10
(12)
1
(1)
2
2
(1)
(1)
12
(13)
1
–
10
(12)
1
(1)
–
–
–
–
10
(12)
1
(1)
At 31 March 2014 the Group had carried forward tax losses of £1,360 million (2013: £1,242 million), capital losses of £78 million (2013: £68 million)
and other temporary differences of £12 million (2013: £8 million). It is unlikely that the Group will generate sufficient taxable profits in the foreseeable
future to utilise these amounts and therefore no deferred tax asset has been recognised in respect of these. Deferred income taxes are calculated
using an expected rate of corporation tax in the UK of 20% (2013: 23%).
3i Group plcAnnual report and accounts 2014Financial statements 128
Notes to the financial statements
13 Investment portfolio
Accounting policy:
Investments are recognised and de-recognised on the date where the purchase or sale of an investment is under a contract whose terms require
the delivery or settlement of the investment. The Group manages its investments with a view to profiting from the receipt of investment income
and capital appreciation from changes in the fair value of equity investments.
Quoted investments are designated at fair value through profit and loss and subsequently carried in the balance sheet at fair value. Fair value
is measured using the closing bid price at the reporting date, where the investment is quoted on an active stock market.
Unquoted investments, including both equity and loans are designated at fair value through profit and loss and are subsequently carried in the
balance sheet at fair value. Fair value is measured using the International Private Equity and Venture Capital valuation guidelines (IPEV), details
of which are available in “Portfolio valuation – an explanation” on pages 156 to 158.
All investments are initially recognised at the fair value of the consideration given and held at this value until it is appropriate to measure fair
value on a different basis, applying 3i Group’s valuation policies.
Interest bearing loans accrue interest which is either settled in cash or capitalised on a regular basis and included as part of the principal loan
balance. The capitalisation of accrued interest is treated as part of investment additions during the year. If the fair value of an investment is
assessed to be below the principal value of the loan the Group recognises a provision against any interest income accrued from the date of the
assessment going forward. “Capitalisation at nil value” is the term used to describe the capitalisation of accrued interest which has been fully
provided for. These transactions are disclosed as additions to portfolio cost with an equal reduction in portfolio value.
As a result of the early adoption of IFRS 10, and the exemption from consolidation, the proportion of the investment portfolio held by the Group’s
unconsolidated subsidiaries is now presented as part of the fair value of investment entity subsidiaries, along with the fair value of their other assets
and liabilities. A reconciliation of the fair value of Investments in investment entities is included in Note 14.
Non-current
Opening book value
Additions
– of which loan notes with nil value
Disposals, repayments and write-offs
Fair value movement
Other movements
Closing book value
Quoted investments
Unquoted investments
Closing book value
Group
2014
Total
£m
1,680
212
(60)
(306)
77
(66)
1,537
258
1,279
1,537
Group
2013
(restated)
Total
£m
868
960
(33)
(298)
156
27
1,680
243
1,437
1,680
The holding period of 3i’s investment portfolio is on average greater than one year. For this reason the portfolio is classified as non-current. It is not
possible to identify with certainty investments that will be sold within one year.
Additions include £98 million (2013: £47 million) in interest received by way of loan notes, of which £60 million (2013: £33 million) has been written
down in the year to nil. Included within the Statement of comprehensive income is £29 million (2013: £19 million) of interest income, which reflects
the net additions after write downs noted above, £6 million (2013: £5 million) of cash income and the capitalisation of prior year accrued income
and non-capitalised accrued income £(15) million (2013: £nil).
Other movements include foreign exchange and conversions from one instrument into another.
3i Group plcAnnual report and accounts 2014Financial statements 129
Fair value hierarchy
The Group classifies financial instruments measured at fair value in the investment portfolio according to the following hierarchy:
Level
Level 1
Level 2
Level 3
Fair value input description
Quoted prices (unadjusted) from active markets
Inputs other than quoted prices included in Level 1 that are observable
either directly (ie as prices) or indirectly (ie derived from prices)
Inputs that are not based on observable market data
Financial instruments
Quoted equity instruments
Unquoted equity instruments and loan instruments
Unquoted equity instruments and debt instruments are measured in accordance with the International Private Equity and Venture Capital valuation
guidelines with reference to the most appropriate information available at the time of measurement. Further information regarding the valuation
of unquoted equity instruments and debt instruments can be found in the section Portfolio valuation – an explanation.
The Group’s investment portfolio for equity instruments and debt instruments are classified by the fair value hierarchy as follows:
Group
2014
Level 1
£m
258
–
258
Company
2014
Level 1
£m
258
–
258
Group
2014
Level 2
£m
–
–
–
Company
2014
Level 2
£m
–
–
–
Group
2014
Level 3
£m
–
1,279
1,279
Company
2014
Level 3
£m
–
1,283
1,283
Group
2014
Total
£m
258
1,279
1,537
Company
2014
Total
£m
258
1,283
1,541
Group
2013
Level 1
(restated)
£m
243
–
243
Company
2013
Level 1
£m
243
–
243
Group
2013
Level 2
(restated)
£m
–
–
–
Company
2013
Level 2
£m
–
–
–
Group
2013
Level 3
(restated)
£m
–
1,437
1,437
Company
2013
Level 3
£m
–
1,443
1,443
Group
2013
Total
(restated)
£m
243
1,437
1,680
Company
2013
Total
£m
243
1,443
1,686
Quoted investments
Unquoted investments
Total
Quoted investments
Unquoted investments
Total
This disclosure only relates to the directly held investment portfolio. The fair value hierarchy also applies to derivative financial instruments,
see Note 20 for further details, and to Investments in investment entities, see Note 14 for details.
Investments in investment entities are fair valued at the entity’s net asset value with the significant part being attributable to the underlying portfolio.
The underlying portfolio is valued under the same methodology as directly held investments with any other assets or liabilities within investment
entities fair valued in accordance with the Group’s accounting policies.
3i Group plcAnnual report and accounts 2014Financial statements 130
Notes to the financial statements
13 Investment portfolio (continued)
Level 3 fair value reconciliation
Opening book value
Additions
– of which loan notes with nil value
Disposals, repayments and write-offs
Fair value movement
Transfer of equity Level 3 to Level 1
Other movements
Closing book value
Opening book value
Additions
– of which loan notes with nil value
Disposals, repayments and write-offs
Fair value movement
Transfer of equity Level 3 to Level 1
Other movements
Closing book value
Group
Total
2014
£m
1,437
212
(60)
(297)
63
(12)
(64)
1,279
Group
Total
2013
(restated)
£m
475
960
(33)
(147)
140
–
42
1,437
Company
Total
2014
£m
Company
Total
2013
£m
1,443
206
(60)
(297)
69
(12)
(66)
1,283
478
969
(33)
(135)
140
–
24
1,443
Unquoted investments valued using Level 3 inputs also had the following impact on the Statement of comprehensive income; realised profits over
value on disposal of investment of £144 million (2013: £55 million), dividend income of £12 million (2013: £12 million) and foreign exchange losses
of £46 million (2013: £17 million gain). The transfer of equity from Level 3 to Level 1 reflects the IPO of Quintiles on 14 May 2013.
Level 3 inputs are sensitive to assumptions made when ascertaining fair value as described in the Portfolio valuation – an explanation section.
A reasonable alternative assumption would be to apply a standard marketability discount of 5% for all assets rather than the specific approach
adopted. This would have a positive impact on the directly held unquoted investment portfolio of £111 million (2013: £84 million) or 9% (2013: 6%).
If the same sensitivity was applied to the underlying portfolio held by investment entities, this would have a positive impact of £19 million (2013:
£43 million) or 1% (2013: 3%).
3i Group plcAnnual report and accounts 2014Financial statements 131
14 Investments in investment entities
Accounting policy:
Investments in investment entity subsidiaries are accounted for as financial instruments at fair value through profit or loss.
These entities are typically Limited Partnerships and other intermediate investment holding structures which hold the Group’s interests
in investments in portfolio companies (Investment Entity Holding Companies) and were consolidated prior to the adoption of IFRS 10. All cash
flows to/from investment entities are treated as a reduction/increase in the fair value of the investment entity.
Non-current
Opening book value
Net cash flow to/(from) investment entity
Fair value movement on investment entity subsidiary
Transfer of (assets)/liabilities from investment entity subsidiaries to the Company
Closing book value
Group
2014
Total
£m
1,630
(46)
454
(65)
1,973
Group
2013
Total
(restated)
£m
2,360
(197)
491
(1,022)
1,630
All investment entities are classified as Level 3 in the fair value hierarchy, see Note 13 for details.
Restrictions
3i Group plc, the ultimate parent company, receives dividend income from its subsidiaries. There are no significant restrictions on the ability
to transfer funds from these subsidiaries.
The Group receives income in the form of dividends and interest from its investments in unconsolidated subsidiaries, and there are no significant
restrictions on the transfer of funds from these entities to the Group.
Support
3i Group plc provides ongoing support to its investment entity subsidiaries for the purchase of portfolio investments. During the year, the Group
provided support to its unconsolidated subsidiaries, with a net cash flow as noted in the table above. The Group has no contractual commitments
or current intentions to provide any other financial or other support to its unconsolidated subsidiaries.
15 Interests in Group and fair value entities
Accounting policy:
The Company has controlling equity interests in, and makes loans to, both consolidated and fair valued Group entities. In the Company’s books
these subsidiaries are all held at amortised cost less impairment.
Opening book value
Additions
Share of profits
Disposals and repayments
Impairment
Exchange movements
Closing book value
Company
2014
Equity
investments
£m
Company
2014
Loans and
receivables
£m
278
60
–
(25)
21
–
334
1,403
285
55
(253)
2
(91)
1,401
Company
2014
Total
£m
1,681
345
55
(278)
23
(91)
1,735
3i Group plcAnnual report and accounts 2014Financial statements 132
Notes to the financial statements
15 Interests in Group and fair value entities (continued)
Details of significant Group entities are given in Note 34.
Opening book value
Additions
Share of profits
Disposals and repayments
Impairment
Exchange movements
Closing book value
Company
2013
Equity
investments
£m
Company
2013
Loans and
receivables
£m
51
285
–
(49)
(9)
–
278
2,273
272
374
(2,165)
771
(122)
1,403
Company
2013
Total
£m
2,324
557
374
(2,214)
762
(122)
1,681
16 Intangible assets
Accounting policy:
Fund management contracts, such as those acquired by the Group in connection with the acquisition of a subsidiary, are stated at their fair value
at the date of acquisition less accumulated amortisation and any impairment losses. Amortisation is charged to the Statement of comprehensive
income, included in operating expenses, on a straight-line basis over the estimated useful life of the fund management contract, typically five
to 10 years.
Fund management contracts
Opening cost
Acquisitions
Closing cost
Opening accumulated amortisation
Charge for the year
Closing accumulated amortisation
Net book amount
Goodwill
Opening value
Acquisitions
Closing value
Group
2014
£m
Group
2013
(restated)
£m
1
–
1
–
–
–
1
Group
2014
£m
9
–
9
–
1
1
–
–
–
1
Group
2013
(restated)
£m
–
9
9
3i Group plcAnnual report and accounts 2014Financial statements 133
17 Property, plant and equipment
Accounting policy:
Vehicles and office equipment
Vehicles and office equipment are depreciated by equal annual instalments over their estimated useful lives as follows: office equipment five years;
computer equipment three years; computer software three years; motor vehicles four years.
Assets held under finance leases
Assets held under finance leases are depreciated over their expected useful life on the same basis as owned assets or, where shorter, the lease
term. Assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.
The interest element of the rental obligations is charged in the Statement of comprehensive income over the period of the agreement and
represents a constant proportion of the balance of capital repayments outstanding.
Leasehold improvements
Leasehold improvements are depreciated by equal annual instalments, over the shorter of their estimated useful lives and the lease term.
Assets are reviewed for impairment where events or changes in circumstances indicate that the carrying value may not be recoverable.
Plant and equipment
Opening cost or valuation
Additions at cost
Disposals
Closing cost or valuation
Opening accumulated depreciation
Charge for the year
Disposals
Closing accumulated depreciation
Net book amount
Group
2014
£m
Group
2013
(restated)
£m
Company
2014
£m
Company
2013
£m
27
1
(1)
27
20
2
–
22
5
33
1
(7)
27
24
1
(5)
20
7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
18 Other current assets
Accounting policy:
Assets, other than those specifically accounted for under a separate policy, are stated at their cost less impairment losses. They are reviewed
at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated based on expected discounted future cash flows. Any change in the level of impairment is recognised directly in the
Statement of comprehensive income.
Prepayments
Other debtors
Amounts due from subsidiaries
Group
2014
£m
4
68
–
72
Group
2013
(restated)
£m
3
62
–
65
Company
2014
£m
Company
2013
£m
–
11
292
303
–
15
103
118
3i Group plcAnnual report and accounts 2014Financial statements 134
Notes to the financial statements
19 Financial risk management
Introduction
A review of the Group’s objectives, policies and processes for managing and monitoring risk is set out in the Risk section. This Note provides further
detail on financial risk management, cross-referring to the Risk section where applicable, and includes quantitative data on specific financial risks.
The Group is a highly selective investor and each investment is subject to an individual risk assessment through an investment approval process.
The Group’s Investment Committee is part of the overall risk management framework set out in the Risk section.
For the Group, this Note has been prepared using figures from the Investment basis financial statements as this provides the user with a more
comprehensive reflection of the financial risks of the Group and is consistent with how Management assess and manage risk. An explanation
and reconciliation of the Investment basis to IFRS is shown in the Strategic report on pages 53 to 57.
For the Company, this Note has been prepared on an IFRS basis.
Capital structure
The capital structure of the Group consists of net debt, including cash held on deposit, long-term borrowings and shareholders’ equity. The type
and maturity of the Group’s borrowings are analysed further in Note 21. Capital is managed with the objective of maximising long-term return
to shareholders, whilst maintaining a capital base to allow the Group to operate effectively in the marketplace and sustain future development
of the business.
Cash, deposits and derivative financial assets 1
Borrowings and derivative financial liabilities 2
Net debt
Total equity
Gearing (net debt/total equity)
Group
2014
£m
699
(859)
(160)
3,308
5%
Group
2013
(restated)
£m
750
(1,085)
(335)
2,934
11%
1 Includes derivative financial assets of £2 million (2013: £4 million) which net off borrowings in order to calculate gross debt.
2 Includes derivative financial liabilities of £4 million for 2014 and £60 million in 2013. B shares of £6 million, in 2014 and 2013 are also included in this figure.
Capital constraints
The Group is generally free to transfer capital from subsidiary undertakings to the parent company subject to maintaining each subsidiary with
sufficient reserves to meet local statutory/regulatory obligations. No significant constraints have been identified in the past and the Group has been
able to distribute profits in a tax-efficient manner.
The Group’s regulated capital requirement is reviewed regularly by the Board of 3i Investments plc, an investment firm that is regulated by the FCA.
The last submission to the FCA demonstrated a significant consolidated capital surplus in excess of the FCA’s prudential rules. The Group’s capital
requirement is updated regularly following approval of the Group’s Internal Capital Adequacy Assessment Process (ICAAP) report by the Board of
3i Investments plc. The Group complies with the Individual Capital Guidance as agreed with the FCA and remains at a significant regulatory capital
surplus. The Group’s Pillar 3 disclosure document can be found on www.3i.com.
Financial risks
Concentration risk
The Group’s exposure to and mitigation of concentration risk is explained within the “investment” and “treasury and funding” sections in the Risk
section. Quantitative data regarding the concentration risk of the portfolio across geographies can be found in Note 1, Segmental analysis, and
in the 25 large investments table on pages 154 and 155.
Credit risk
The Group is subject to credit risk on its loans, receivables, derivatives cash and deposits. The Group’s cash and deposits are held with a variety
of counterparties with circa 87% of the Group’s surplus cash held on demand in AAA Liquidity funds. The balance is held on short-term deposit
with 3i’s relationship banks. The credit quality of loans and receivables within the investment portfolio is based on the financial performance of the
individual portfolio companies. For those assets that are not past due it is believed that the risk of default is small and that capital repayments and
interest payments will be made in accordance with the agreed terms and conditions of the Group’s investment. Where the portfolio company has
failed or is expected to fail in the next 12 months, the Group’s policy is to record a provision for the full amount of the loan. Loan impairments are
made when the valuation of the portfolio company implies non-recovery of all or part of the Group’s loan investment. In these cases an appropriate
loan impairment is recorded to reflect the valuation shortfall. In accordance with IFRS 7, the amounts shown as past due represent the total credit
exposure, not the amount actually past due.
3i Group plcAnnual report and accounts 2014Financial statements 135
Credit risk
As at 31 March 2014
Loans and receivables before provisions and
impairments
Provisions on investments that have failed
or are expected to fail in the next 12 months
Impairments where the valuation of the
portfolio company implies non-recovery
of all or part of the Group’s loan investment
Total
Group not past
due
£m
Group
up to
12 months
past due
£m
Group
more than
12 months
past due
£m
1,922
(67)
(462)
1,393
3
–
–
3
–
–
–
–
Company
not past
due
£m
Company
up to
12 months
past due
£m
Company
more than
12 months
past due
£m
Company
Total
£m
812
(1)
(119)
692
–
–
–
–
–
–
–
–
812
(1)
(119)
692
Group
Total
£m
1,925
(67)
(462)
1,396
As at 31 March 2013
(restated)
Loans and receivables before provisions
and impairments
Provisions on investments that have failed
or are expected to fail in the next 12 months
Impairments where the valuation of the
portfolio company implies non-recovery
of all or part of the Group’s loan investment
Total
Group
up to
12 months
past due
£m
Group
more than
12 months
past due
£m
Group not
past due
£m
Group
Total
£m
Company
not past due
£m
Company
up to
12 months
past due
£m
Company
more than
12 months
past due
£m
Company
Total
£m
1,799
(99)
(537)
1,163
90
–
(7)
83
85
(22)
(59)
4
1,974
(121)
(603)
1,250
981
(44)
(379)
558
90
–
(7)
83
84
(22)
(58)
4
1,155
(66)
(444)
645
Movements on loan impairment and provisions are shown below:
Balance as at 31 March 2012 (restated)
Other movements
(Charged)/credited to income statement in the year
Balance as at 31 March 2013 (restated)
Other movements
(Charged)/credited to income statement in the year
Balance as at 31 March 2014
Group
provisions
£m
Group
impairments
£m
Group
Total
£m
Company
provisions
£m
Company
impairments
£m
Company
Total
£m
(142)
17
4
(121)
54
–
(67)
(553)
(70)
20
(603)
47
94
(462)
(695)
(53)
24
(724)
101
94
(529)
(34)
(38)
6
(66)
65
–
(1)
(8)
(493)
57
(444)
225
100
(119)
(42)
(531)
63
(510)
290
100
(120)
3i Group plcAnnual report and accounts 2014Financial statements 136
Notes to the financial statements
19 Financial risk management (continued)
Liquidity risk
Liquidity outlook is monitored weekly in the context of regular strategic reviews of the balance sheet. The new investment pipeline and forecast
realisations are closely monitored and assessed against our vintage control policy. These are noted in the risk mitigation section on page 63
of the Risk section. The table below analyses the maturity of the Group’s gross contractual liabilities.
Financial liabilities (excluding forward foreign exchange contracts)
As at 31 March 2014
Gross commitments:
Fixed loan notes
Committed multi-currency facility
Interest rate swaps
Carried interest payable within
one year
Acquisition related earn-out
charges payable
Trade and other payables
Total
Forward foreign exchange contracts
As at 31 March 2014
Gross amount receivable from forward
foreign exchange contracts
Gross amount payable for
forward foreign exchange contracts
Total amount payable
Group
due
between
1 and 2
years
£m
Group
due
between
2 and 5
years
£m
Group
due
more than
5 years
£m
Group
due within
1 year
£m
Group
Total
£m
Company
due within
1 year
£m
Company
due
between
1 and 2
years
£m
Company
due
between
2 and 5
years
£m
Company
due
more than
5 years
£m
Company
Total
£m
51
2
–
11
10
198
272
51
2
–
–
10
–
63
396
–
–
–
8
–
404
931
–
–
–
–
–
931
1,429
4
–
11
28
198
1,670
51
2
–
–
10
292
355
51
2
–
–
8
–
61
396
–
–
–
8
–
404
931
–
–
–
–
–
931
1,429
4
–
–
26
292
1,751
Group
due
between
1 and 2
years
£m
Group
due
between
2 and 5
years
£m
Group
due more
than
5 years
£m
Group
due within
1 year
£m
108
(112)
(4)
–
–
–
–
–
–
–
–
–
Group
Total
£m
Company
due within
1 year
£m
108
(112)
(4)
109
(113)
(4)
Company
due
between
1 and 2
years
£m
Company
due
between
2 and 5
years
£m
Company
due
more than
5 years
£m
–
–
–
–
–
–
–
–
–
Company
Total
£m
109
(113)
(4)
Financial liabilities (excluding forward foreign exchange contracts)
As at 31 March 2013
(restated)
Gross commitments:
Fixed loan notes
Committed multi-currency facility
Interest rate swaps
Carried interest payable within
one year
Acquisition related earn-out
charges payable
Trade and other payables
Total
Group
due
between
1 and 2
years
£m
Group
due
between
2 and 5
years
£m
Group
due
more than
5 years
£m
Group
due within
1 year
£m
Group
Total
£m
Company
due within
1 year
£m
Company
due
between
1 and 2
years
£m
Company
due
between
2 and 5
years
£m
Company
due
more than
5 years
£m
Company
Total
£m
51
167
5
29
–
178
430
51
2
5
–
7
–
65
417
2
40
–
15
–
474
967
–
–
–
–
–
967
1,486
171
50
29
22
178
1,936
51
2
5
–
–
181
239
51
2
5
–
7
–
65
417
2
40
–
13
–
472
967
–
–
–
–
–
967
1,486
6
50
–
20
181
1,743
3i Group plcAnnual report and accounts 2014Financial statements
137
Forward foreign exchange contracts
As at 31 March 2013
(restated)
Gross amount receivable from
forward foreign exchange contracts
Gross amount payable for
forward foreign exchange contracts
Total amount payable
Group
due
between
1 and 2
years
£m
Group
due
between
2 and 5
years
£m
Group
due
more than
5 years
£m
Group
due within
1 year
£m
319
(321)
(2)
152
(160)
(8)
–
–
–
–
–
–
Group
Total
£m
Company
due within
1 year
£m
471
325
(481)
(10)
(327)
(2)
Company
due
between
1 and 2
years
£m
Company
due
between
2 and 5
years
£m
Company
due
more than
5 years
£m
153
(161)
(8)
–
–
–
–
–
–
Company
Total
£m
478
(488)
(10)
Market risk
The valuation of the Group’s investment portfolio is largely dependent on the underlying trading performance of the companies within the portfolio
but the valuation and other items in the financial statements can also be affected by interest rate, currency and quoted market fluctuations.
The Group’s sensitivity to these items is set out below.
(i) Interest rate risk
Interest rate risk is primarily being managed through a reduction in gross debt as noted in the Risk section. The direct impact of a movement in
interest rates is relatively small as the Group’s outstanding debt is fixed rate. An increase of 100 basis points, based on the closing balance sheet
position over a 12 month period, would lead to an approximate increase in total comprehensive income of £8 million (2013: £21 million increase)
for the Group and £6 million (2013: £22 million increase) for the Company. This increase arises principally from changes in interest receivable
on cash and deposits.
In addition, the Group and Company have indirect exposure to interest rates through changes to the financial performance and valuation of portfolio
companies caused by interest rate fluctuations.
(ii) Currency risk
The Group’s net assets in euro, US dollar, Swedish krona, Indian rupee, Chinese renminbi, Brazilian real and all other currencies combined is shown
in the table below. This sensitivity analysis is performed based on the sensitivity of the Group and Company’s net assets to movements in foreign
currency exchange rates assuming a 10% movement in exchange rates against sterling.
The Group considers currency risk on specific investment and realisation transactions and has reduced hedging on a consolidated basis over time.
Further information on how currency risk is managed is provided on page 49 in the Financial review section.
As at 31 March 2014
Net assets
Sensitivity analysis
Assuming a 10% movement
in exchange rates against sterling:
Impact on exchange movements
in the Statement of comprehensive income
Impact on the translation of foreign operations
in other comprehensive income
Total
Group
sterling
£m
948
Group
euro
£m
1,317
Group
US dollar
£m
898
Group
Swedish
krona
£m
(6)
Group
Indian
rupee
£m
62
Group
Chinese
renminbi
£m
Group
Brazilian
real
£m
26
33
Group
other
£m
30
Group
Total
£m
3,308
n/a
n/a
n/a
54
69
123
69
(10)
59
30
(22)
8
–
6
6
–
2
2
3
–
3
3
(1)
2
159
44
203
3i Group plcAnnual report and accounts 2014Financial statements 138
Notes to the financial statements
19 Financial risk management (continued)
As at 31 March 2014
Net assets
Sensitivity analysis
Impact on exchange movements in the Statement
of comprehensive income assuming a 10% movement
in exchange rates against sterling
Total
As at 31 March 2013
(restated)
Net assets
Sensitivity analysis
Assuming a 10% movement in exchange rates against sterling:
Impact on exchange movements in the Statement
of comprehensive income
Impact on the translation of foreign operations
in other comprehensive income
Total
As at 31 March 2013
Net assets
Sensitivity analysis
Impact on exchange movements in the Statement
of comprehensive income assuming a 10% movement
in exchange rates against sterling
Total
Company
sterling
£m
Company
euro
£m
Company
US dollar
£m
Company
Swedish
krona
£m
Company
Indian
rupee
£m
Company
Chinese
renminbi
£m
Company
Brazilian
real
£m
Company
other
£m
Company
Total
£m
1,253
979
537
157
25
–
–
47
47
33
33
21
21
2
2
–
–
–
35
29
3,015
3
3
5
5
111
111
Group
sterling
£m
870
Group
euro
£m
871
Group
US dollar
£m
Group
Swedish
krona
£m
863
14
Group
Indian
rupee
£m
78
Group
Chinese
renminbi
£m
Group
Brazilian
real
£m
62
45
Group
other
£m
131
Group
Total
£m
2,934
n/a
n/a
n/a
19
43
62
69
(25)
44
35
(25)
10
–
7
7
–
5
5
4
–
4
11
–
11
138
5
143
Company
sterling
£m
Company
euro
£m
Company
US dollar
£m
Company
Swedish
krona
£m
Company
Indian
rupee
£m
Company
Chinese
renminbi
£m
Company
Brazilian
real
£m
Company
other
£m
Company
Total
£m
1,642
445
541
206
27
n/a
n/a
10
10
34
34
25
25
2
2
–
–
–
43
134
3,038
4
4
14
14
89
89
(iii) Price risk – market fluctuations
The Group’s management of price risk, which arises primarily from quoted and unquoted equity instruments, is through the careful consideration
of the investment, asset management and realisation decisions at the Investment Committee. The Investment Committee’s role in risk management
is discussed further in the Risk section. A 15% change in the fair value of those investments would have the following direct impact on the Statement
of comprehensive income:
Group
Company
2014
Quoted
investment
£m
2014
Unquoted
investment
£m
83
39
242
89
2013
Quoted
investment
(restated)
£m
2013
Unquoted
investment
(restated)
£m
65
36
242
120
2014
Total
£m
325
128
2013
Total
(restated)
£m
307
156
3i Group plcAnnual report and accounts 2014Financial statements 20 Derivative financial instruments
Accounting policy:
See Note 10 for accounting policy on Derivative financial instruments.
Current assets
Forward foreign exchange contracts
Non-current liabilities
Forward foreign exchange contracts
Interest rate swaps
Current liabilities
Forward foreign exchange contracts
139
Group
2014
£m
Group
2013
(restated)
£m
Company
2014
£m
Company
2013
£m
2
2
–
–
–
(4)
(4)
4
4
(7)
(48)
(55)
(5)
(5)
2
2
–
–
–
(4)
(4)
4
4
(7)
(48)
(55)
(5)
(5)
Forward foreign exchange contracts
The contracts entered into by the Group are principally denominated in the currencies of the geographic areas in which the Group operates.
In the prior year the Group announced a change to its hedging strategy and continued to reduce its use of derivatives to hedge exchange movements
on its US dollar and euro portfolio. At the balance sheet date, the notional amount of outstanding forward foreign exchange contracts was £112 million
(2013: £481 million).
Interest rate swaps
The Group closed out its remaining interest rate derivative during the year.
The Group does not trade in derivatives. In general, derivatives held hedge specific exposures and have maturities designed to match the exposures
they are hedging. It is the intention to hold both the financial instruments giving rise to the exposure and the derivative hedging them until maturity.
In accordance with the fair value hierarchy described in Note 13, derivative financial instruments are measured using Level 2 inputs, as described
in Note 10.
21 Loans and borrowings
Accounting policy:
All loans and borrowings are initially recognised at the fair value of the consideration received. After initial recognition, these are subsequently
measured at amortised cost using the effective interest method, which is the rate that exactly discounts the estimated future cash flows through the
expected life of the liabilities.
Loans and borrowings are repayable as follows:
Within one year
In the second year
In the third year
In the fourth year
In the fifth year
After five years
Group
2014
£m
Group
2013
(restated)
£m
Company
2014
£m
Company
2013
£m
–
–
274
–
–
575
849
164
–
–
280
–
575
1,019
–
–
274
–
–
575
849
–
–
–
280
–
575
855
3i Group plcAnnual report and accounts 2014Financial statements 140
Notes to the financial statements
21 Loans and borrowings (continued)
Principal borrowings include:
Issued under the £2,000m note issuance programme
Fixed rate
£200m notes (public issue)
£400m notes (public issue)
€350m notes (public issue)
Committed multi-currency facilities
£50m
£450m
Total loans and borrowings
Rate
Maturity
Group
2014
£m
Group
2013
(restated)
£m
Company
2014
£m
Company
2013
£m
6.875%
5.750%
5.625%
LIBOR+1.50%
LIBOR+1.00%
2023
2032
2017
2016
2016
200
375
274
849
–
–
–
849
200
375
280
855
–
164
164
1,019
200
375
274
849
–
–
–
849
200
375
280
855
–
–
–
855
The Group is subject to a financial covenant on its committed multi-currency facilities, the Asset Cover Ratio, defined as total assets (including cash)
divided by loans and borrowings plus derivative financial liabilities. The Asset Cover Ratio limit is 1.45 at 31 March 2014 (2013: 1.45), the Asset Cover
Ratio at 31 March 2014 is 5.33 (2013: 4.00).
All of the Group’s borrowings are repayable in one instalment on the respective maturity dates. None of the Group’s interest-bearing loans and
borrowings are secured on the assets of the Group. The fair value of the loans and borrowings is £942 million (2013: £1,087 million), determined
with reference to their published market prices which are included within Level 1 of the fair value hierarchy.
Gross debt also includes the liabilities relating to the Group’s B shares and net liabilities relating to derivative financial instruments.
22 Provisions
Accounting policy:
Provisions are recognised when the Group has a present obligation of uncertain timing or amount as a result of past events, and it is probable
that the Group will be required to settle that obligation and a reliable estimate of that obligation can be made. The provisions are measured
at the Directors’ best estimate of the amount to settle the obligation at the balance sheet date, and are discounted to present value if the effect
is material. Changes in provisions are recognised in the Statement of comprehensive income for the period.
Opening balance
Charge for the year
Utilised in the year
Closing balance
Group
2014
Property
£m
Group
2014
Redundancy
£m
Group
2014
Restructuring
£m
7
1
(2)
6
3
7
(7)
3
2
1
–
3
Group
2014
Total
£m
12
9
(9)
12
3i Group plcAnnual report and accounts 2014Financial statements 141
Group
2013
Property
(restated)
£m
Group
2013
Redundancy
(restated)
£m
Group
2013
Restructuring
(restated)
£m
Group
2013
Total
(restated)
£m
4
3
–
7
3
21
(21)
3
–
5
(3)
2
7
29
(24)
12
Opening balance
Charge for the year
Utilised in the year
Closing balance
The provision for redundancy relates to staff reductions announced prior to 31 March. More detail on the Group restructuring is discussed in the
Chief Executive’s review on page 9. Most of the provision is expected to be utilised in the next year.
The Group has a number of leasehold properties whose rent and unavoidable costs exceed the economic benefits expected to be received. These
costs arise over the period of the lease, and have been provided for to the extent they are not covered by income from subleases. The leases covered
by the provision have a remaining term of up to 13 years.
23 Trade and other payables
Accounting policy:
Liabilities, other than those specifically accounted for under a separate policy, are stated based on the amounts which are considered to be payable
in respect of goods or services received up to the balance sheet date.
Other accruals
Amounts due to subsidiaries
Group
2014
£m
158
–
158
Group
2013
(restated)
£m
142
–
142
Company
2014
£m
16
276
292
Company
2013
(restated)
£m
18
163
181
24 Issued capital
Accounting policy:
Ordinary shares issued by the Group are recognised at the proceeds or fair value received with the excess of the amount received over nominal
value being credited to the share premium account. Direct issue costs net of tax are deducted from equity.
Issued and fully paid
Ordinary shares of 73 19⁄22p
Opening balance
Issued on exercise of share options and under employee share plans
Closing balance
2014
Number
2014
£m
2013
Number
971,405,127
397,995
971,803,122
718
–
718
971,069,281
335,846
971,405,127
2013
£m
717
1
718
During the year to 31 March 2014 the Company issued shares for cash on the exercise of share options at various prices from 353p to 396p per share.
3i Group plcAnnual report and accounts 2014Financial statements 142
Notes to the financial statements
25 Equity
Capital redemption reserve
The capital redemption reserve is established in respect of the redemption of the Company’s ordinary shares.
Share-based payment reserve
The share-based payment reserve is a reserve to recognise those amounts in retained earnings in respect of share-based payments.
Translation reserve
The translation reserve comprises all exchange differences arising from the translation of the financial statements of international operations.
Capital reserve
The capital reserve recognises all profits that are capital in nature or have been allocated to capital. Following changes to the Companies Act the
Company amended its Articles of Association at the 2012 Annual General Meeting to allow these profits to be distributable by way of a dividend.
Revenue reserve
The revenue reserve recognises all profits that are revenue in nature or have been allocated to revenue.
26 Own shares
Opening cost
Additions
Disposals
Closing cost
27 Per share information
The earnings and net assets per share attributable to the equity shareholders of the Company are based on the following data:
As at 31 March
Earnings per share (pence)
Basic
Diluted
Earnings (£m)
Profit/(loss) for the year attributable to equity holders of the Company
As at 31 March
Weighted average number of shares in issue
Ordinary shares
Own shares
Effect of dilutive potential ordinary shares
Share options and awards
Diluted shares
2014
£m
104
–
(15)
89
2014
54.8
54.5
517
2014
2013
£m
105
–
(1)
104
2013
38.3
38.2
360
2013
971,574,471
(28,285,335)
943,289,136
971,257,376
(31,582,481)
939,674,895
5,627,447
948,916,583
3,253,409
942,928,304
3i Group plcAnnual report and accounts 2014Financial statements 143
2013
3.12
3.11
2,934
2013
2014
3.50
3.48
3,308
2014
971,803,122
(26,774,318)
945,028,804
971,405,127
(31,395,645)
940,009,482
6,502,546
951,531,350
3,613,318
943,622,800
2014
pence per share
2014
£m
2013
pence per share
2013
£m
5.4
6.7
12.1
13.3
51
63
114
126
5.4
2.7
8.1
5.4
51
25
76
51
As at 31 March
Net assets per share (£)
Basic
Diluted
Net assets (£m)
Net assets attributable to equity holders of the Company
As at 31 March
Number of shares in issue
Ordinary shares
Own shares
Effect of dilutive potential ordinary shares
Share options and awards
Diluted shares
28 Dividends
Declared and paid during the year
Ordinary shares
Final dividend
Interim dividend
Proposed final dividend
29 Operating leases
Leases as lessee
Future minimum payments due under non-cancellable operating lease rentals are as follows:
Less than one year
Between one and five years
More than five years
Group
2014
£m
7
22
21
50
Group
2013
(restated)
£m
7
24
21
52
Company
2014
£m
Company
2013
£m
–
–
–
–
–
–
–
–
The Group leases a number of its offices under operating leases. None of the leases include contingent rentals.
During the year to 31 March 2014 £5 million (2013: £11 million) was recognised as an expense in the Statement of comprehensive income in respect
of operating leases. Income recognised in the Statement of comprehensive income in respect of subleases was £nil (2013: £nil). The total future
sublease payments expected to be received under non-cancellable subleases is £5 million (2013: £7 million).
3i Group plcAnnual report and accounts 2014Financial statements 144
Notes to the financial statements
30 Commitments
Group
2014
due within
1 year
£m
66
Company
2014
due within
1 year
£m
42
Group
2014
due
between
2 and 5
years
£m
5
Company
2014
due
between
2 and 5
years
£m
5
Group
2014
due over
5 years
£m
–
Company
2014
due over
5 years
£m
–
Group
2014
Total
£m
71
Company
2014
Total
£m
47
Group
2013
due within
1 year
(restated)
£m
6
Company
2013
due within
1 year
£m
5
Group
2013
due
between
2 and 5
years
(restated)
£m
12
Company
2013
due
between
2 and 5
years
£m
8
Group
2013
due over
5 years
(restated)
£m
–
Company
2013
due over
5 years
£m
–
Group
2013
Total
(restated)
£m
18
Company
2013
Total
£m
13
Equity and loan investments
Equity and loan investments
The amounts shown above include commitments made by the Group and Company of £63 million (2013: £nil) and £39 million (2013: £nil) respectively,
to create warehouse facilities in the US and Europe to support the creation of senior secured debt portfolios ahead of future CLO fund launches.
These commitments are due within one year. Further contingent commitments to the warehouses are detailed in Note 31.
For commitments to funds managed and advised by the Group refer to pages 28, 33 and 38.
31 Contingent liabilities
Contingent liabilities relating to guarantees available to third parties in respect of investee companies
Group
2014
£m
5
Group
2013
(restated)
£m
4
Company
2014
£m
5
Company
2013
£m
4
Other contingent liabilities
The Company has guaranteed the payment of principal and interest on amounts drawn down by 3i Holdings plc under the committed multi-currency
facilities. At 31 March 2014, 3i Holdings plc had no drawings (2013: £164 million) under these facilities.
The Company has provided a guarantee to the Trustees of the 3i Group Pension Plan in respect of liabilities of 3i plc to the Plan. 3i plc is the sponsor
of the 3i Group Pension Plan. On 4 April 2012 the Company transferred eligible assets (£150 million of ordinary shares in 3i Infrastructure plc
as defined by the agreement) to a wholly-owned subsidiary of the Group. The Company will retain all income and capital rights in relation to the
3i Infrastructure plc shares, as eligible assets, unless the Company becomes insolvent or fails to comply with material obligations in relation to the
agreement with the Trustees, all of which are under its control. The fair value of eligible assets at 31 March 2014 was £162 million (2013: £160 million).
3i has entered into warehouse arrangements in the US and Europe to support the creation of senior secured debt portfolios ahead of future CLO fund
launches. Whilst in the warehouse phase, 3i is subject to optional margin calls in the event of market falls. The current capital at risk is restricted
to the £17 million invested at 31 March 2014.
3i Group plc has provided an indemnification against an existing personal guarantee by the management of Fraser Sullivan Investment Management
on the lease of a New York office taken over by 3i DM US LLC, a subsidiary of 3i Corporation. The guarantee covers lost rental income the landlord
would suffer if 3i DM US LLC reneged on its lease obligations.
The current lease runs to October 2014 and the maximum exposure that 3i Corporation could be exposed to is US$350,000.
At 31 March 2014, there was no material litigation outstanding against the Company or any of its subsidiary undertakings.
3i Group plcAnnual report and accounts 2014Financial statements 145
32 Related parties and interests in other entities
The Group has various related parties stemming from relationships with limited partnerships managed by the Group, its investment portfolio
(including unconsolidated subsidiaries), its advisory arrangements and its key management personnel. In addition the Company has related parties
in respect of its subsidiaries. Some of these subsidiaries are held at fair value (unconsolidated subsidiaries) due to the treatment prescribed
in IFRS 10, and disclosure relating to these subsidiaries is shown in Note 14.
Related parties
Limited partnerships
The Group manages a number of external funds which invest through limited partnerships. Group companies act as the general partners of these
limited partnerships and exert significant influence over them. The following amounts have been included in respect of these limited partnerships:
Statement of comprehensive income
Carried interest receivable
Fees receivable from external funds
Statement of financial position
Carried interest receivable
Group
2014
£m
(1)
33
Group
2014
£m
8
Group
2013
(restated)
£m
6
25
Group
2013
(restated)
£m
10
Company
2014
£m
Company
2013
£m
(1)
–
4
–
Company
2014
£m
8
Company
2013
£m
9
Investments
The Group makes minority investments in the equity of unquoted and quoted investments. This normally allows the Group to participate in the
financial and operating policies of that company. It is presumed that it is possible to exert significant influence when the equity holding is greater
than 20%. These investments are not equity accounted for (as permitted by IAS 28) but are related parties. The total amounts included for these
investments are as follows:
Statement of comprehensive income
Realised profit/(loss) over value on the disposal of investments
Unrealised profits on the revaluation of investments
Portfolio income
Statement of financial position
Unquoted investments
Group
2014
£m
12
62
12
Group
2014
£m
572
Group
2013
(restated)
£m
87
22
9
Group
2013
(restated)
£m
588
Company
2014
£m
Company
2013
£m
12
59
11
(2)
21
8
Company
2014
£m
542
Company
2013
£m
567
From time to time transactions occur between related parties within the investment portfolio that the Group influences to facilitate the reorganisation
or recapitalisation of an investee company. These transactions are made on an arm’s length basis.
3i Group plcAnnual report and accounts 2014Financial statements 146
Notes to the financial statements
32 Related parties and interests in other entities (continued)
Advisory arrangements
The Group acts as an adviser to 3i Infrastructure plc, which is listed on the London Stock Exchange. The following amounts have been included
in respect of this advisory relationship:
Statement of comprehensive income
Unrealised profits on the revaluation of investments
Fees receivable from external funds
Dividends
Statement of financial position
Group
2014
£m
3
10
12
Group
2014
£m
Group
2013
(restated)
£m
15
10
18
Group
2013
(restated)
£m
Company
2014
£m
Company
2013
£m
3
–
12
14
–
18
Company
2014
£m
Company
2013
£m
Quoted equity investments
Subsidiaries
Transactions between the Company and its fully consolidated subsidiaries, which are related parties of the Company, are eliminated on consolidation.
Details of related party transactions between the Company and its subsidiaries are detailed below, and in Notes 14, 15 and 23.
239
239
242
242
Management, administrative and secretarial arrangements
The Company has appointed 3i Investments plc, a wholly-owned subsidiary of the Company incorporated in England and Wales, as investment
manager of the Group. 3i Investments plc received a fee of £23 million (2013: £23 million) for this service.
The Company has appointed 3i plc, a wholly-owned subsidiary of the Company incorporated in England and Wales, to provide the Company with
a range of administrative and secretarial services. 3i plc received a fee of £98 million (2013: £105 million) for this service.
Other subsidiaries
The Company borrows funds from, and lends funds to certain subsidiaries and pays and receives interest on the outstanding balances. The interest
income that is included in the Company’s Statement of comprehensive income is £2 million (2013: £1 million) and the interest expense included is
£1 million (2013: nil).
3i Group plcAnnual report and accounts 2014Financial statements 147
Key management personnel
The Group’s key management personnel comprise the members of the Executive Committee and the Board’s non-executive Directors. The following
amounts have been included in respect of these individuals:
Statement of comprehensive income
Salaries, fees, supplements and benefits in kind
Bonuses and deferred share bonuses 1
Increase in accrued pension
Carried interest and performance fees payable
Share-based payments
Termination benefits 2
1 For further detail, see Directors’ remuneration report.
2 No termination benefits were paid to executive Directors during the year or the prior year.
Statement of financial position
Bonuses and deferred share bonuses
Carried interest and performance fees payable within one year
Carried interest and performance fees payable after one year
Group
2014
£m
Group
2013
(restated)
£m
5
8
–
10
3
–
6
4
–
–
2
1
Group
2014
£m
7
1
6
Group
2013
(restated)
£m
7
2
5
Carried interest paid in the year to key management personnel was £nil (2013: £6 million). Deferred consideration in relation to the acquisition
of Mizuho Investment Management Limited is no longer included in the Statement of financial position as a result of the adoption of IFRS 10.
Unconsolidated structured entities
The application of IFRS 12 in the period required additional disclosure on the Group’s exposure to unconsolidated structured entities.
The Group has exposure to a number of unconsolidated structured entities as a result of its investment activities across its Private Equity,
Infrastructure and Debt Management business lines. These structured entities fall into four categories, namely CLO’s, debt management warehouses,
closed end limited partnerships (Private Equity and Infrastructure funds) and investments in certain portfolio investments.
The nature, purpose and activities of these entities are detailed below along with the nature of risks associated with these entities and the maximum
exposure to loss.
CLO structured entities
The Group manages CLO vehicles as part of its Debt Management business. These funds predominantly invest in senior secured loans and are
financed by investors seeking credit rated, structured, investment returns.
The Group manages these funds, in return for a management fee. The Group also typically invests into the equity tranche of these funds. The Group’s
attributable stakes in these entities are held at fair value, fees receivable are recognised on an accruals basis and performance fees are accrued
when relevant performance hurdles are met.
The risk and maximum exposure to loss arising from the Group’s involvement with these entities are summarised below:
Balance sheet line item of asset or liability
Unquoted investments
Fee income receivable
Total
Carrying amount
Assets
£m
Liabilities
£m
34
1
35
–
–
–
Maximum loss
exposure
£m
34
1
35
Net
£m
34
1
35
The Group earned dividend income of £8 million and fee income of £7 million during the year from CLO structured entities.
3i Group plcAnnual report and accounts 2014Financial statements 148
Notes to the financial statements
32 Related parties and interests in other entities (continued)
Warehouse structured entities
Ahead of future CLO fund launches, warehouse facilities are usually established to support the creation of senior secured debt portfolios.
These entities are financed by the Group along with the bank appointed to operate the warehouse facility. The Group makes a commitment
to the warehouse, typically taking the first loss position and is at risk for margin calls if the portfolio underperforms. The Group’s attributable
stakes in these warehouses are held at fair value.
The risk and maximum exposure to loss arising from the Group’s involvement with these entities are summarised below:
Balance sheet line item of asset or liability
Unquoted investments
Total
Carrying amount
Assets
£m
Liabilities
£m
17
17
–
–
Maximum loss
exposure
£m
17
17
Net
£m
17
17
The Group earned income of £2 million during the year from warehouse structured entities.
Closed end limited partnerships
The Group manages a number of closed end limited partnerships, which are primarily Private Equity or Infrastructure focused, in return for a
management fee. The purpose of these partnerships is to invest in Private Equity or Infrastructure investments for capital appreciation. Limited
Partners, which in some cases may include the Group, finance these entities by committing capital to them and cash is drawn down or distributed
for financing investment activity.
The Group’s attributable stakes in these entities are held at fair value, fees receivable are recognised on an accruals basis and carried interest
is accrued when relevant performance hurdles are met.
The risk and maximum exposure to loss arising from the Group’s involvement with these entities are summarised below:
Balance sheet line item of asset or liability
Carried interest receivable
Total
Carrying amount
Assets
£m
Liabilities
£m
8
8
–
–
Maximum loss
exposure
£m
8
8
Net
£m
8
8
The Group earned fee income of £33 million and carried interest of £(1) million in the year.
Investments that are structured entities
The Group makes investments on behalf of itself and third party funds that it manages, for capital appreciation purposes. In a small number of cases,
these investments fall under the classification of a structured entity as they are funds managed by the General Partner under a limited partnership
agreement.
The Group’s attributable stakes in these entities are held at fair value.
The risk and maximum exposure to loss arising from the Group’s involvement with these entities are summarised below:
Balance sheet line item of asset or liability
Unquoted investments
Total
Carrying amount
Assets
£m
Liabilities
£m
4
4
–
–
Maximum loss
exposure
£m
4
4
Net
£m
4
4
The Group recognised a realised profit of £1 million from investments that are structured entities in the year.
3i Group plcAnnual report and accounts 2014Financial statements 149
33 Business combination
On 8 November 2013 3i Holdings Plc, a wholly owned Group subsidiary, acquired 100% of the share capital of Barclays Infrastructure Funds
Management Limited (“BIFML”). The acquisition formed part of the Group’s strategy to build its Infrastructure business and to grow external AUM.
At the time of the transaction, BIFML was managing c. £780 million of AUM, comprising two active funds. Both of the funds mainly invest in Private
Public Partnerships, Private Finance Initiative projects and other infrastructure related projects with similar characteristics in the UK and Europe
(“PPP”). BIFML has four fully owned subsidiaries that serve as General Partners for these and other funds within the structure. As a result of the
acquisition, 22 employees joined the Group.
The fair value of the identifiable assets and liabilities of BIFML have been further reviewed since the date of completion and the consideration
paid was:
Fair value of assets received
Fair value of liabilities assumed
Total identifiable net assets at fair value
Consideration
Cash
Total consideration
Gain on bargain purchase
Net cash outflow arising on acquisition
Cash consideration paid
Cash and cash equivalents acquired
Net cash flow on acquisition
Fair value
recognised
£m
9.7
(3.8)
5.9
5.5
5.5
0.4
(5.5)
7.9
2.4
The measurement of fair value of the net assets resulted in a gain on bargain purchase on acquisition. This is included as other income on the Group
income statement.
At completion the new Group entities were renamed as follows:
Barclays Infrastructure Funds Management Limited
Barclays European Infrastructure II Limited
Barclays Alma Mater General Partner Limited
BEIF Management Limited
BIIF GP Limited
3i BIFM Investments Limited
BEIF II Limited
BAM General Partner Limited
BEIF Management Limited
BIIF GP Limited
3i Group plcAnnual report and accounts 2014Financial statements 150
Notes to the financial statements
34 Group entities
Name
3i Holdings plc
Country of
incorporation
England and Wales
3i International Holdings
England and Wales
3i plc
England and Wales
3i Debt Management Limited
England and Wales
3i Debt Management
Investments Limited
3i Investments plc
England and Wales
England and Wales
3i BIFM Investments Limited
England and Wales
3i Europe plc
3i Nordic plc
Gardens Pension
Trustees Limited
3i Corporation
England and Wales
England and Wales
England and Wales
USA
Issued and fully paid
share capital
1,000,000
ordinary shares of £1
2,715,973
ordinary shares of £10
110,000,000
ordinary shares of £1
1,000,000
ordinary shares of £1
12,000,000
ordinary shares of £1
10,000,000
ordinary shares of £1
2,570,000
ordinary shares of £1
500,000
ordinary shares of £1
500,000
ordinary shares of £1
100
ordinary shares of £1
15,000 shares of common stock
(no par value)
Principal
activity
Holding company
Holding company
Services
Holding company
Investment manager
Investment manager
Investment manager
Investment adviser
Investment adviser
Pension fund trustee
Investment manager
3i Debt Management
US LLC
3i Deutschland
Gesellschaft für
Industriebeteiligungen
GmbH
USA
Germany
100 shares of common stock
(no par value)
€25,564,594
Investment manager
Investment manager
Registered
office
16 Palace Street
London SW1E 5JD
Suite 9C
401 Madison
Avenue
New York
NY 10017
USA
Bockenheimer
Landstrasse 2-4 60306
Frankfurt am Main
Germany
Consolidation
treatment
Consolidated
Consolidated
Consolidated
Fair valued
Fair valued
Consolidated
Consolidated
Consolidated
Consolidated
Consolidated
Consolidated
Consolidated
Consolidated
3i Group plcAnnual report and accounts 2014Financial statements 151
The list opposite comprises the principal subsidiary undertakings as at 31 March 2014 all of which were wholly-owned, with the exception of 3i Debt
Management Limited, which is 63% owned and is in turn the 100% owner of 3i Debt Management Investments Limited and 3i Debt Management US
LLC which is 80% owned. The Group has entered into agreements to purchase the remaining 37% of the equity of 3i Debt Management Limited and
20% of 3i Debt Management US LLC, currently owned by management, over the next four years. They are incorporated in Great Britain and registered
in England and Wales unless otherwise stated.
The introduction of IFRS 10 has resulted in a reassessment of the accounting subsidiaries of the Group. IFRS 10 has reduced the requirements for
an entity to be classified as an accounting subsidiary and deems wider control issues, as opposed to equity ownership, as the key determinant when
identifying accounting subsidiaries. Under IFRS 10, if a Group is exposed, or has rights to variable returns from its involvement with the investee
and has the ability to affect these returns through its power over the investee then it has control, and hence the investee is deemed an accounting
subsidiary. This is counter to the UK Companies Act where voting rights are the key determinant when identifying accounting subsidiaries, with
a larger than 50% holding of voting rights resulting in an entity being classified as a subsidiary.
The accounting treatment of each subsidiary above is noted in the table, with 3i Debt Management Limited and 3i Debt Management Investments
Limited being fair valued with movements recognised in the profit and loss as a result of the implementation of IFRS 10.
As at 31 March 2014, the entire issued share capital of 3i Holdings plc and 63% of the issued share capital of 3i Debt Management Limited was held
by the Company. The entire issued share capital of all the other principal subsidiary undertakings listed in the table above and 80% of 3i Debt
Management US LLC was held by subsidiary undertakings of the Company.
In addition, under the application of IFRS 10, 36 of the portfolio investments are now considered to be accounting subsidiaries. As per the investment
entity exception under IFRS 10, these are all held at fair value with movements shown in the profit and loss. The largest 25 portfolio companies
by fair value are detailed on page 154 and 155. The combination of the table opposite and that on pages 154 and 155 are deemed by the Directors
to fulfil the IFRS 12 disclosure of material subsidiaries.
The Directors are of the opinion that the number of undertakings in respect of which the Company is required to disclose information under
Schedule 4 to The Large and Medium-sized Companies and Group’s (Accounts and Reports) Regulations 2008 is such that compliance would
result in information of excessive length being given. Full information will be annexed to the Company’s next annual return.
Advantage has been taken of the exemption conferred by Regulation 7 of the Partnerships (Accounts) Regulations 2008 from the requirements
to deliver to the Register of Companies and publish the accounts of those limited partnerships included in the consolidated accounts of the Group.
3i Group plcAnnual report and accounts 2014Financial statements 152
Independent auditor’s report
Independent auditor’s report to
the members of 3i Group plc
1. Our opinions and conclusions arising from our audit
We have audited the Financial statements of 3i Group plc for the year
ended 31 March 2014, which comprise the Statement of comprehensive
income, the Group and parent Company Statement of financial position,
the Group and parent Company Statement of changes in equity, the
Group and parent Company Cash flow statement and the related Notes 1
to 34. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and, as regards
the parent Company Financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
In our opinion:
the Financial statements give a true and fair view of the state of the
Group’s and of the parent Company’s affairs as at 31 March 2014
and of the Group’s profit for the year then ended;
the Group Financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
the parent Company Financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006;
the Financial statements have been prepared in accordance with the
requirements of the Companies Act 2006 and, as regards the group
financial statements, Article 4 of the IAS Regulation.
2. Our assessment of risk of material misstatement
We identified the following risks that have had the greatest effect
on our overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team:
valuation of the unquoted investment portfolio;
calculation of carried interest; and
application and interpretation of new accounting standards,
specifically IFRS 10.
3. Our response to these risks
With the assistance of our valuation experts, we assessed the
appropriateness of the techniques used to value the unquoted
investment portfolio. We challenged management’s key assumptions
used in preparing these valuations, such as earnings multiples and
we performed analysis to confirm that these multiples were within
an appropriate range with reference to other comparable company
multiples and transaction multiples. We obtained corroborative
evidence over the significant inputs used in valuation models.
With regard to carried interest, we performed analytical procedures
in respect of carry based on our knowledge of investment realisations,
and the performance of the portfolio. In addition, on a sample basis,
we reperformed management’s calculation of carried interest.
Following the adoption of IFRS 10 for the first time, we challenged the
judgements and assumptions that management have exercised in
determining which group entities are investment entities, and those
which are consolidated subsidiaries. We carried out analysis on the
group structure, as well as the activities within the subsidiaries to
confirm they have been treated as held at fair value or consolidated
appropriately. We have audited the Financial statements to ensure
that the standard has been applied correctly.
4. Our application of materiality
We apply the concept of materiality both in planning and performing our
audit, and in evaluating the effect of misstatements on our audit and on
the Financial statements. For the purposes of determining whether the
Financial statements are free from material misstatement we define
materiality as the magnitude of misstatement that makes it probable
that the economic decisions of a reasonably knowledgeable person,
relying on the Financial statements, would be changed or influenced.
When establishing our overall audit strategy, we determined a magnitude
of uncorrected and undetected misstatements that we judged would
be material for the Financial statements as a whole. We determined
materiality for the Group to be £33 million (2013: £29 million), which is
1% of net asset value. Our evaluation of materiality requires professional
judgement and necessarily takes into account qualitative as well as
quantitative considerations implicit in the definition.
On the basis of our risk assessments, together with our assessment
of the Group’s overall control environment, our judgment is that overall
performance materiality (that is our tolerance for misstatement in an
individual account or balance) for the Group should be 50% of materiality,
namely £16.6 million. Our objective in adopting this approach is to ensure
that total uncorrected and undetected audit differences in the financial
statements as a whole do not exceed our materiality of £33 million.
We agreed with the Audit Committee that we would report to the
Committee all audit differences in excess of £1.6 million, as well as
differences below that threshold that, in our view warranted reporting
on qualitative grounds.
5. An overview of the scope of our audit
We used a risk-based approach for determining our audit strategy,
ensuring that our audit teams performed consistent procedures and
focused on addressing the risks that are relevant to the business.
This approach focused our audit effort towards higher risk areas,
such as significant management judgments.
The investments balance is the most significant part of the balance
sheet. Control over the valuation of these investments is exercised
by 3i’s management in London, and as such is audited wholly by the
UK audit team. In all other locations where the Group has operations,
we performed other procedures to confirm there were no significant
risks of material misstatement in the Group Financial statements.
3i Group plcAnnual report and accounts 2014Financial statements 153
Our opinion 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; and
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.
6. Matters on which we are required to report
by exception
We have nothing to report in respect of the following matters:
Under the ISAs (UK and Ireland), we are required to report to you if,
in our opinion, information in the Annual Report is:
materially inconsistent with the information in the audited Financial
statements; or
apparently materially incorrect based on, or materially inconsistent
with, our knowledge of the Group acquired in the course of performing
our audit; or
otherwise misleading.
In particular, we are required to consider whether we have identified
any inconsistencies between our knowledge acquired during the audit
and the Directors’ statement that they consider the Annual Report and
Accounts, taken as a whole, is fair, balanced and understandable and
whether the Annual Report appropriately discloses those matters that
we communicated to the Audit Committee which we consider should
have been disclosed.
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been received
from group entities not visited by us; or
the parent Company 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.
Under the Listing Rules we are required to review:
the Directors’ statement, set out on page 76, in relation to going
concern; and
the part of the Corporate governance statement relating to the
Company’s compliance with the nine provisions of the UK Corporate
Governance Code specified for our review.
The scope 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.
The scope of our audit of the Financial statements
An audit involves obtaining evidence about the amounts and disclosures
in the Financial statements sufficient to give reasonable assurance that
the Financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the Group’s and the parent
Company’s circumstances and have been applied consistently and
adequately disclosed; the reasonableness of significant accounting
estimates made by the Directors; and the overall presentation of the
Financial statements. In addition, we read all the financial and non-
financial information in the Annual Report and Accounts 2014 to identify
material inconsistencies with the audited Financial statements and to
identify any information that is apparently materially incorrect based
on, or materially inconsistent with, the knowledge acquired by us in the
course of performing our audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications
for our report.
The respective responsibilities of directors
and auditor
As explained more fully in the Statement of directors’ responsibilities
set out on page 76, the Directors are responsible for the preparation
of the Financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an opinion
on the Financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s Ethical
Standards for Auditors.
David Canning-Jones (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
Date: 13 May 2014
Notes:
1 The maintenance and integrity of the 3i Group plc web site is the responsibility of
the Directors; the work carried out by the auditors does not involve consideration
of these matters and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the Financial statements since they were
initially presented on the web site.
2 Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
3i Group plcAnnual report and accounts 2014Financial statements 154
Portfolio and other information
Twenty five large investments
The 25 investments listed below account for 75% of the portfolio at 31 March 2014 (2013: 62%).
For each of our top 25 investments we have assessed whether they classify as accounting subsidiaries under IFRS and/or subsidiaries under
the UK Companies Act. This assessment forms the basis of our disclosure of accounting subsidiaries in the financial statements.
Investment
Action l
Description of business
Non-food discount retailer
Business line
Geography
Private Equity
Benelux
3i Infrastructure plc l
Quoted investment company, investing in infrastructure
Infrastructure
UK
Scandlines 1 l
Ferry operator in the Baltic Sea
Private Equity
Germany
Element Materials Technology l
Testing and inspection
Quintiles
Mayborn l
Clinical research outsourcing solutions
Manufacturer and distributor of baby products
Foster + Partners 2
Architectural services
Private Equity
Benelux
Private Equity
Private Equity
Private Equity
US
UK
UK
ACR
Pan-Asian non life reinsurance
Private Equity
Singapore
2006
Industry metric
105
AES Engineering
Manufacturer of mechanical seals and support systems
Phibro Animal Health Corporation
Animal healthcare
Tato
Basic-Fit l
Amor l
Manufacture and sale of speciality chemicals
Discount fitness operator in Europe
Distributor and retailer of affordable jewellery
Private Equity
Private Equity
Private Equity
UK
US
UK
Private Equity
Benelux
Private Equity
Germany
Eltel Networks l
Infrastructure services for electricity and telecoms networks
Private Equity
Finland
Mémora l
GIF l
Geka l
Funeral service provider
Private Equity
Spain
German headquartered international transmission testing specialist
Private Equity
Germany
Manufacturer of brushes, applicators and packaging systems for the cosmetics industry Private Equity
Germany
Palace Street I l l
Debt Management (Credit Opportunities Fund)
Debt Management Europe 3
2011
Broker quotes
53 £2m dividend received in period
OneMed Group l
Distributor of consumable medical products, devices and technology
Private Equity
Sweden
First
invested in
Valuation basis
Residual cost
March 2013
Residual cost
March 2014
Valuation
March 2013
Valuation
March 2014
2011
2007
2007
2010
2008
2006
2007
1996
2009
1989
2013
2010
2007
2008
2013
2012
2011
2011
2013
2010
2008
2007
2007
Earnings
Quoted
DCF
Earnings
Quoted
Earnings
Other
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
£m
107
302
39
70
74
87
–2
30
89
2
–
49
87
128
–
57
50
113
74
–
46
66
49
63
£m
57
302
108
78
52
113
–2
105
141
30
89
2
84
50
89
64
56
54
80
44
46
66
49
73
108
£m
280
398
104
112
103
97
108
121
79
57
63
–
57
74
90
–
39
48
47
34
–
27
37
24
31
124
116
108
101
96
85
70
70
67
55
44
44
36
35
34
1,687
1,940
2,030
2,683
£m Relevant transactions in the year
501 Refinancing returned £59m of proceeds in year
404 £21m dividends paid to 3i Group in year
193 Purchase of ACP stake in November 2013 for £77m, and return
of £7m proceeds
122 IPO in May 2013, partial sales throughout year, generating £51m
proceeds, dividends of £2m received
93 Value at March 2014 aligned to IPO completed in April 2014, dividends
of £5m received during year
82 New investment
65 New investment
43 New investment
42 Merger completed with Gerber Emig
Global management consultancy
Manufacturer of private label juices and soft drinks
Diagnostics laboratories
Private Equity
US
Private Equity
Benelux
Private Equity
France
Private Equity
UK
Designer, manufacturer and distributor of fasteners and fixing systems
Private Equity
France
Agent Provocateur l
Women’s lingerie and associated products
Etanco l
JMJ l
Refresco
Labco
Inspecta l
Supplier of testing, inspection and certification (TIC) services
Private Equity
Finland
1 3i’s original investment in Scandlines was valued at €116 million (£96 million) at 31 March 2014 (€123 million (£104 million) at 31 March 2013)
following a partial realisation generating £7 million proceeds (€8 million) on reorganisation.
2 The residual cost of this investment cannot be disclosed per a confidentiality agreement in place at investment.
3 Managed in the UK, but has investments in Europe, North America and the UK.
l IFRS accounting subsidiary
l UK Companies Act subsidiary
3i Group plcAnnual report and accounts 2014Portfolio and other information 155
The UK Companies Act defines a subsidiary based on voting rights, with a greater than 50% majority of voting rights resulting in an entity being
classified as a subsidiary. IFRS 10 applies a wider test and, if a Group is exposed, or has rights to variable returns from its involvement with the
investee and has the ability to affect these returns through its power over the investee then it has control, and hence the investee is deemed
an accounting subsidiary.
First
invested in
Valuation basis
Residual cost
March 2013
£m
Residual cost
March 2014
£m
Valuation
March 2013
£m
ACR
Pan-Asian non life reinsurance
Private Equity
Singapore
2006
Industry metric
105
2011
2007
2007
2010
2008
2006
2007
Earnings
Quoted
DCF
Earnings
Quoted
Earnings
Other
107
302
39
70
74
87
–2
1996
2009
1989
2013
2010
2007
2008
2013
2012
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Palace Street I l l
Debt Management (Credit Opportunities Fund)
Debt Management Europe 3
2011
Broker quotes
2011
2011
2013
2010
2008
2007
2007
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
Earnings
30
89
2
–
49
87
128
–
57
50
113
74
–
46
66
49
63
57
302
108
78
52
113
–2
105
30
89
2
84
50
89
141
64
56
54
108
80
44
46
66
49
73
280
398
104
112
103
97
108
121
79
57
63
–
57
74
90
–
39
48
47
34
–
27
37
24
31
Valuation
March 2014
£m Relevant transactions in the year
501 Refinancing returned £59m of proceeds in year
404 £21m dividends paid to 3i Group in year
193 Purchase of ACP stake in November 2013 for £77m, and return
of £7m proceeds
124
122 IPO in May 2013, partial sales throughout year, generating £51m
proceeds, dividends of £2m received
116
108
101
96
93 Value at March 2014 aligned to IPO completed in April 2014, dividends
of £5m received during year
85
82 New investment
70
70
67
65 New investment
55
53 £2m dividend received in period
44
44
43 New investment
42 Merger completed with Gerber Emig
36
35
34
1,687
1,940
2,030
2,683
Investment
Action l
Description of business
Non-food discount retailer
Business line
Geography
Private Equity
Benelux
3i Infrastructure plc l
Quoted investment company, investing in infrastructure
Infrastructure
UK
Scandlines 1 l
Ferry operator in the Baltic Sea
Private Equity
Germany
Element Materials Technology l
Testing and inspection
Private Equity
Benelux
Quintiles
Mayborn l
Clinical research outsourcing solutions
Manufacturer and distributor of baby products
Foster + Partners 2
Architectural services
AES Engineering
Manufacturer of mechanical seals and support systems
Phibro Animal Health Corporation
Animal healthcare
Manufacture and sale of speciality chemicals
Discount fitness operator in Europe
Distributor and retailer of affordable jewellery
Private Equity
Private Equity
Private Equity
Private Equity
Private Equity
Private Equity
US
UK
UK
UK
US
UK
Private Equity
Benelux
Private Equity
Germany
Eltel Networks l
Infrastructure services for electricity and telecoms networks
Private Equity
Finland
Funeral service provider
Private Equity
Spain
German headquartered international transmission testing specialist
Private Equity
Germany
Manufacturer of brushes, applicators and packaging systems for the cosmetics industry Private Equity
Germany
OneMed Group l
Distributor of consumable medical products, devices and technology
Private Equity
Sweden
Designer, manufacturer and distributor of fasteners and fixing systems
Private Equity
France
Global management consultancy
Manufacturer of private label juices and soft drinks
Diagnostics laboratories
Private Equity
US
Private Equity
Benelux
Private Equity
France
Private Equity
UK
Agent Provocateur l
Women’s lingerie and associated products
Inspecta l
Supplier of testing, inspection and certification (TIC) services
Private Equity
Finland
Tato
Basic-Fit l
Amor l
Mémora l
GIF l
Geka l
Etanco l
JMJ l
Refresco
Labco
1 3i’s original investment in Scandlines was valued at €116 million (£96 million) at 31 March 2014 (€123 million (£104 million) at 31 March 2013)
following a partial realisation generating £7 million proceeds (€8 million) on reorganisation.
2 The residual cost of this investment cannot be disclosed per a confidentiality agreement in place at investment.
3 Managed in the UK, but has investments in Europe, North America and the UK.
l IFRS accounting subsidiary
l UK Companies Act subsidiary
3i Group plcAnnual report and accounts 2014Portfolio and other information 156
Portfolio valuation – an explanation
Apportioning the enterprise value between 3i, other
shareholders and lenders
Once we have estimated the enterprise value, the following steps
are taken:
1. We subtract the value of any claims, net of free cash balances,
that are more senior to the most senior of our investments.
2. The resulting attributable enterprise value is apportioned to the
Group’s investment, and equal ranking investments by other parties,
according to contractual terms and conditions, to arrive at a fair
value of the entirety of the investment. The value is then distributed
amongst the different loan, equity and other financial
instruments accordingly.
3. If the value attributed to a specific shareholder loan investment in
a company is less than its par or nominal value, a shortfall is implied,
which is recognised in our valuation. In exceptional cases, we may
judge that the shortfall is temporary; to recognise the shortfall
in such a scenario would lead to unrepresentative volatility and
hence we may choose not to recognise the shortfall.
Other factors
In applying this framework, there are additional considerations that
are factored into the valuation of some assets.
Impacts from structuring
Structural rights are instruments convertible into equity or cash at
specific points in time or linked to specific events. For example, where
a majority shareholder chooses to sell, and we have a minority interest,
we may have the right to a minimum return on our investment.
Debt instruments, in particular, may have structural rights. In the
valuation, it is assumed third parties, such as lenders or holders of
convertible instruments, fully exercise any structural rights they might
have if they are “in the money”, and that the value to the Group may
therefore be reduced by such rights held by third parties. The Group’s
own structural rights are valued on the basis they are exercisable
on the reporting date.
Policy
The valuation policy is the responsibility of the Board, with additional
oversight and annual review from the Valuations Committee. Our policy
is to value 3i’s investment portfolio at fair value and we achieve this
by valuing investments on an appropriate basis, applying a consistent
approach across the portfolio. The policy ensures that the portfolio
valuation is compliant with the fair value guidelines under IFRS and, in
so doing, is also compliant with the guidelines issued by the International
Private Equity and Venture Capital valuation board (the “IPEV guidelines”).
The policy covers the Group’s Private Equity, Infrastructure and Debt
Management investment valuations. Valuations of the investment
portfolio of the Group and its subsidiaries are performed at each
quarter end.
Fair value is the underlying principle and is defined as “the price that
would be received to sell an asset in an orderly transaction between
market participants at the measurement date” (IPEV guidelines,
December 2012). Fair value is therefore an estimate and, as such,
determining fair value requires the use of judgment.
Private equity valuation
Determining enterprise value
To arrive at the fair value of the Group’s Private Equity investments,
we first estimate the entire value of the company we have invested
in – the enterprise value. This enterprise value is determined using
one of a selection of methodologies depending on the nature, facts
and circumstances of the investment.
Where possible, we use methodologies which draw heavily on
observable market prices, whether listed equity markets or reported
merger and acquisition transactions.
The quoted assets in our portfolio are valued at their closing bid price
at the balance sheet date.
The majority of the rest of our portfolio, however, is represented
by unquoted investments. These are valued, in the vast majority of
cases, with reference to market comparables, or to recent reported
relevant transactions.
As unquoted investments are not traded on an active market, the Group
adjusts the estimated enterprise value by a marketability or liquidity
discount. The marketability or liquidity discount is applied to the total
enterprise value and we apply a higher discount rate for investments
where there are material restrictions on our ability to sell at a time
of our choosing.
The table on page 158 of this document outlines in more detail the range
of valuation methodologies available to us, as well as the inputs and
adjustments necessary for each.
3i Group plcAnnual report and accounts 2014Portfolio and other information 157
Assets classified as “terminal”
If we believe an investment has more than a 50% probability of failing
in the 12 months following the valuation date, we value the investment
on the basis of its expected recoverable amount in the event of failure.
It is important to distinguish between our investment failing and the
business failing; the failure of our investment does not always mean
that the business has failed, just that our recoverable value has
dropped significantly. This would generally result in the equity and loan
components of our investment being valued at nil. Value movements
in the period relating to investments classified as terminal are classified
as provisions in our value movement analysis.
Infrastructure valuation
The primary valuation methodology used for infrastructure investments
is the discounted cash flow method (“DCF”). Fair value is estimated
by deriving the present value of the investment using reasonable
assumptions of expected future cash flows and the terminal value
and date, and the appropriate risk-adjusted discount rate that quantifies
the risk inherent to the investment. The discount rate is estimated with
reference to the market risk-free rate, a risk adjusted premium and
information specific to the investment or market sector.
Debt management valuation
The Group’s Debt Management business line typically invests in traded
debt instruments and the subordinated notes that it is required to hold
in the debt funds which it manages. The traded debt instruments and
the subordinated notes are valued using a range of data including broker
quotes if available, original arranging bank models, 3i internal forecasts
and models, trading data where available, and data from third-party
valuation providers. Broker quotes and trading data for more liquid
holdings are preferred.
3i Group plcAnnual report and accounts 2014Portfolio and other information 158
Portfolio valuation – an explanation
% of portfolio
valued on
this basis
65%
Methodology
Description
Inputs
Adjustments
Earnings
(Private Equity)
Most commonly used Private
Equity valuation methodology
Used for investments which are
profitable and for which we can
determine a set of listed
companies and precedent
transactions, where relevant,
with similar characteristics
A marketability or liquidity
discount is applied to the
enterprise value, typically
between 5% and 15%,
using factors such as
our alignment with
management and
other investors and
our investment rights
in the deal structure
Earnings multiples are applied to the earnings of the company
to determine the enterprise value
Earnings
Reported earnings adjusted for non-recurring items, such as
restructuring expenses, for significant corporate actions and,
in exceptional cases, run-rate adjustments to arrive at
maintainable earnings
Most common measure is earnings before interest, tax,
depreciation and amortisation (“EBITDA”)
Earnings used are usually the management accounts for the
12 months to the quarter end preceding the reporting period,
unless data from forecasts or the latest audited accounts
provides a more reliable picture of maintainable earnings
Earnings multiples
The earnings multiple is derived from comparable listed
companies or relevant market transaction multiples
We select companies in the same industry and, where possible,
with a similar business model and profile in terms of size, products,
services and customers, growth rates and geographic focus
We adjust for changes in the relative performance in the set
of comparables
Used for investments
in listed companies
Closing bid price at balance sheet date
No adjustments
or discounts applied
16%
Quoted
(Infrastructure/
Private Equity)
Imminent sale
(Infrastructure/
Private Equity)
Fund
(Infrastructure/
Private Equity/
Debt Management)
Specific industry
metrics
(Private Equity)
Used where an asset is in
a sales process, a price has
been agreed but the transaction
has not yet settled
Used for investments
in unlisted funds
Contracted proceeds for the transaction, or best estimate
of the expected proceeds
Net asset value reported by the fund manager
Used for investments in
industries which have well
defined metrics as bases
for valuation – eg book value
for insurance underwriters, or
regulated asset bases for utilities
We create a set of comparable listed companies and derive
the implied values of the relevant metric
We track and adjust this metric for relative performance,
as in the case of earnings multiples
Comparable companies are selected using the same criteria
as described for the earnings methodology
A discount of typically 2.5%
is applied to reflect any
uncertain adjustments
to expected proceeds
Typically no further
discount applied in addition
to that applied by the
fund manager
An appropriate discount
is applied, depending on
the valuation metric used
Discounted
cash flow
(Private Equity/
Infrastructure)
Appropriate for businesses with
long-term stable cash flows,
typically in infrastructure
Long-term cash flows are discounted at a rate which is
benchmarked against market data, where possible, or adjusted
from the rate at the initial investment based on changes in the
risk profile of the investment
Discount already implicit in
the discount rate applied to
long-term cash flows – no
further discounts applied
Broker quotes
(Debt Management)
Used to value traded debt
instruments
Broker quotes obtained from banks which trade the specific
instruments concerned
No discount is applied
Other
(Private Equity)
Used where elements of a business
are valued on different bases
Values of separate elements prepared on one of the
methodologies listed above
Discounts applied to
separate elements as above
For a small proportion of our smaller investments (less than 1% of the portfolio value), the valuation is determined by a more mechanical approach
using information from the latest audited accounts. Equity shares are valued at the higher of an earnings or net assets methodology. Fixed income
shares and loan investments are measured using amortised cost and any implied impairment, in line with IFRS.
Consistent with IPEV guidelines, all equity investments are held at fair value using the most appropriate methodology and no investments are held
at historical cost.
1%
0%
3%
8%
4%
3%
3i Group plcAnnual report and accounts 2014Portfolio and other information Information for shareholders
Financial calendar
Ex-dividend date
Record date
Annual General Meeting*
Final dividend to be paid
Half-year results (available online only)
Interim dividend expected to be paid
159
Wednesday 18 June 2014
Friday 20 June 2014
Thursday 17 July 2014
Friday 25 July 2014
November 2014
January 2015
* The 2014 Annual General Meeting will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 17 July 2014 at 11.00am.
For further details please see the Notice of Annual General Meeting 2014.
Information on ordinary shares
Shareholder profile: Location of investors at 31 March 2014
UK
North America
Continental Europe
Other international
Share price
Share price at 31 March 2014
High during the year (28 February 2014)
Low during the year (8 April 2013)
Dividends paid in the year to 31 March 2014
FY2013 Final dividend, paid 26 July 2013
FY2014 Interim dividend, paid 8 January 2014
Balance analysis summary
1–1,000
1,001–10,000
10,001–100,000
100,001–1,000,000
1,000,001–10,000,000
10,000,001–highest
Total
Number of holdings
individuals
Number of holdings
Corporate Bodies
Balance as at
31 March 2014
14,302
5,995
177
18
0
0
20,492
563
979
364
280
107
23
2,316
16,103,544
17,967,684
107,095,833
313,220,781
510,714,866
971,803,122
6,700,4140.69
1.66
1.85
11.02
32.23
52.55
100.00
76.2%
12.8%
7.1%
3.9%
398p
421p
304p
5.4p
6.7p
%
The table above provides details of the number of shareholdings within each of the bands stated in the register of members at 31 March 2014.
In the past, some of our shareholders have received unsolicited
telephone calls or correspondence concerning investment matters
from organisations or persons claiming or implying that they have
some connection with the Company. These are typically from
overseas based “brokers” who target UK shareholders offering
to sell them what often turn out to be worthless or high risk
shares in UK or overseas investments. Shareholders are advised
to be very wary of any unsolicited advice, offers to buy shares
at a discount or offers of free reports into the Company. These
approaches are operated out of what is more commonly known
as a “boiler room”. You may also be approached by brokers
offering to purchase your shares for an upfront payment in the
form of a broker fee, tax payment or de-restriction fee. This is
a common secondary scam operated by the boiler rooms.
If you receive any unsolicited investment advice:
always ensure the firm is on the Financial Conduct Authority (“FCA”) Register and
is allowed to give financial advice before handing over your money. You can check
at www.fca.org.uk/register;
double-check the caller is from the firm they say they are – ask for their name and
telephone number and say you will call them back. Check their identity by calling the
firm using the contact number listed on the FCA Register. This is important as there
have been instances where an authorised firm’s website has been cloned but with
a few subtle changes, such as a different phone number or false email address;
check the FCA’s list of known unauthorised overseas firms. However, these firms
change their name regularly, so even if a firm is not listed it does not mean they
are legitimate. Always check that they are listed on the FCA Register; and
if you have any doubts, call the Financial Conduct Authority Consumer Helpline
on 0800 111 6768. If you deal with an unauthorised firm, you will not be eligible
to receive payment under the Financial Services Compensation Scheme.
3i Group plcAnnual report and accounts 2014Portfolio and other information 160
Information for shareholders
Annual reports and half-yearly reports online
If you would prefer to receive shareholder communications electronically
in future, including annual reports and notices of meetings, please visit
our Registrars’ website at www.shareview.co.uk/clients/3isignup and
follow the instructions there to register.
The 2014 half-yearly report will be available online only. Please register
to ensure you are notified when it becomes available.
More general information on electronic communications is available on
our website at www.3i.com/investor-relations/shareholder-information.
Investor relations and general enquiries
For all investor relations and general enquiries about 3i Group plc,
including requests for further copies of the Report and accounts,
please contact:
Investor relations
3i Group plc
16 Palace Street
London SW1E 5JD
Telephone +44 (0)20 7975 3131
email IRTeam@3i.com
or visit the Investor relations section of our website
at www.3i.com/investor-relations, for full up-to-date
investor relations information, including the latest share
price, results presentations and financial news.
Registrars
For shareholder administration enquiries,
including changes of address please contact:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Telephone 0871 384 2031
Calls to this number are charged at 8p per minute from a BT landline,
other telephony provider costs may vary. Lines are open from 8.30am
to 5.30pm, Monday to Friday. (International callers +44 121 415 7183)
3i Group plc
Registered office:
16 Palace Street
London SW1E 5JD
UK
Registered in England No. 1142830
An investment company as defined by section 833
of the Companies Act 2006.
3i Group plcAnnual report and accounts 2014Portfolio and other information Contents
Overview
01 Performance highlights
02 What we do
04 Chairman’s statement
Strategic report
06 Chief Executive’s review
12 Our strategic goal
13 The 3i Value build
14 Our strategic progress in FY2014
16 Key Performance Indicators
18 Our strategic priorities in FY2015
19 Business review
19 Group overview
22 Assets under management
23 Business lines
23 Private Equity performance
30
Infrastructure performance
35 Debt Management performance
40 Financial review
50 Investment basis
Corporate governance
67 Governance – Chairman’s introduction
68 Board of Directors and
Executive Committee
70 Board and Committees
73 Statutory and corporate
governance information
77 Corporate governance statement
84 Audit Committee report
87 Directors’ remuneration report
Audited financial
statements
103 Statement of comprehensive income
104 Consolidated statement
of changes in equity
105 Company statement
of changes in equity
106 Statement of financial position
107 Cash flow statement
108 Significant accounting policies
Statement of comprehensive income
and Notes to the financial statements
51 Investment basis
Statement of financial position
52 Investment basis
Cash flow statement
53 Reconciliation of Investment
basis to IFRS
58 Risk
64 Corporate responsibility
152 Independent auditor’s report
Portfolio and
other information
154 Twenty five large investments
156 Portfolio valuation – an explanation
159 Information for shareholders
The financial data presented in the Overview and Strategic report relates to the Investment basis
financial statements. The Investment basis is described on page 40 and the differences from,
and the reconciliation to, the IFRS Audited financial statements are detailed on pages 54 to 57.
For more information on 3i’s business, its portfolio and the latest news,
please visit:
www.3i.com
To be kept up-to-date with 3i’s latest financial news and press releases, sign up
www.3i.com/investor-relations/financial-news/email-alerts
for alerts at:
Disclaimer
This Annual report has been prepared solely to provide information to shareholders.
It should not be relied on by any other party or for any other purpose.
This Annual report may contain statements about the future, including certain statements
about the future outlook for 3i Group plc and its subsidiaries (“3i”). These are not guarantees
of future performance and will not be updated. Although we believe our expectations are
based on reasonable assumptions, any statements about the future outlook may be
influenced by factors that could cause actual outcomes and results to be materially different.
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have been measured and reduced
to net zero through the Renew Portfolio
of 100% renewable energy projects.
3i Group plc
Annual report and
accounts 2014
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3i Group plc
16 Palace Street, London SW1E 5JD, UK
Telephone +44 (0)20 7975 3131
THR27378
Register online
To receive shareholder
communications electronically,
including annual reports and notices
of meetings, please register at:
www.3i.com/investor-relations/shareholder-information
Sign up for 3i news
To be kept up-to-date with 3i’s latest
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sign up for alerts at:
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Website www.3i.com