ICG Enterprise Trust Annual Report 2020

FY2020 Annual Report · ICG Enterprise Trust

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MAKING PRIVATE
EQUITY ACCESSIBLE

ICG ENTERPRISE TRUST PLC
ANNUAL REPORT AND ACCOUNTS 2020

MAKING PRIVATE EQUITY
ACCESSIBLE
As a listed private equity investor, our purpose
is to provide shareholders with access to the
attractive long-term returns generated by
investing in private companies, with the added
benefit of daily liquidity.

STRATEGIC REPORT

Investing responsibly

1 Highlights
2 At a glance
4 Chairman’s statement
6 A strong track record
8 Why private equity?
10 Our investment strategy
12 A focus on defensive growth
14
18 Market review
20 Manager’s review
28
32 Our people and culture
35 Stakeholder engagement
36 Key performance indicators
38 How we manage risk
40 Principal risks and uncertainties

30 largest underlying companies

PERFORMANCE TO 31 JANUARY 2020 (%)

GOVERNANCE

FTSE All-Share Index

Share price

Net asset value per share

All figures are on a total return basis.

286%

191%

44 Governance overview
46 Board of Directors
48 Corporate governance report
52 Report of the Directors
55
Investment policy
56 Directors’ remuneration report
60 Report of the Audit Committee
62

Additional disclosures required by
the Alternative Investment Fund
Managers Directive
Statement of Directors’ responsibilities

111%

93%

85%

11%

21%

11%

18%

49%

41%

36%

1 year

3 years

5 years

10 years1

1 As the Company changed its year end in 2010, the ten-year figures are for the 121-month

period to 31 January 2020.

FINANCIAL STATEMENTS

Independent auditor’s report to the
members of ICG Enterprise Trust plc
Income statement

70
71 Balance sheet
72 Cash flow statement
73 Statement of changes in equity
74

Notes to the financial statements

We are pleased to report another strong set of results,
extending the Portfolio’s record of double-digit growth
to 11 consecutive years.

Performance has again been driven by strong underlying
trading and realisations at significant uplifts to carrying
value and cost, reflecting the quality of the Portfolio and
the benefits of our highly selective investment approach
and focus on defensive growth.

ICG PRIVATE EQUITY FUND INVESTMENTS TEAM
27 April 2020

P20
Manager’s review

HIGHLIGHTS

1,152P

NAV PER SHARE
(31 JANUARY 2019: 1,057P)

+11.2%1

NAV PER SHARE TOTAL RETURN
(31 JANUARY 2019: 12.4%)

+20.5%1

SHARE PRICE TOTAL RETURN
(31 JANUARY 2019: 3.0%)

23P

DIVIDEND
(31 JANUARY 2019: 22P)

+16.6%1

PORTFOLIO RETURN ON
A LOCAL CURRENCY BASIS
(31 JANUARY 2019: 15.0%)

+37%1

REALISATION UPLIFT TO
PREVIOUS CARRYING VALUE
(31 JANUARY 2019: 35%)

SUPPLEMENTARY INFORMATION

30 largest fund investments

91
93 Portfolio analysis
95 Other information
96 Glossary

SHAREHOLDER INFORMATION

99 Useful information
100 How to invest in ICG Enterprise Trust plc

Go to our website to view and download this report:
icg-enterprise.co.uk

1 This is an Alternative Performance Measure (‘APM’). We assess our performance using a variety of measures that are not specifically defined under IFRS and are therefore termed
APMs. These APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company,
and for comparing the performance of the Company to its peers and its previously reported results. The Glossary, on pages 96 to 98, includes further details of APMs and reconciliations
to IFRS measures, where appropriate. Throughout this report, all share price and NAV per share performance figures are stated on a total return basis (i.e. including the effect of
reinvested dividends).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSSUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATIONAT A GLANCE

COMBINING OUR PROVEN
STRATEGY WITH THE STRENGTH
OF ICG’S GLOBAL PLATFORM

A LEADING LISTED PRIVATE
EQUITY INVESTOR

Our mission is to create long-term growth by
delivering consistently strong returns through
selectively investing in profitable private
companies, primarily in Europe and the US.

We invest in companies managed by ICG and
other leading private equity firms, who focus
on creating long-term value and building
sustainable growth through active management
and strategic change.

ICG Enterprise listed on the London Stock
Exchange in 1981, raising £23m. We have since
returned £257m1 to shareholders and now have
net assets of £794m, generating significant
value for shareholders through multiple cycles.

GLOBAL ALTERNATIVE ASSET MANAGER
IN PRIVATE DEBT, CREDIT AND EQUITY

Our Manager, ICG, is a global alternative asset
manager, specialising in private debt, credit and
equity. It has €43bn of assets under management
across 21 strategies, investing in private
companies globally.

ICG invests in both the debt and equity of its
companies. It combines flexible capital solutions,
local access and insight with an entrepreneurial
approach to give it a competitive edge in
its markets.

Over the last 31 years, ICG has built up a track
record of strong returns, through providing
capital to help businesses develop and grow.

YEAR TRACK RECORD

45X

RETURN ON ORIGINAL
CAPITAL RAISED

£794M

NAV
JAN 2020

£299M

NAV
DEC 1999

A high-quality, well-diversified
portfolio and an investment
approach that has delivered
returns that have outperformed
wider public markets over
multiple cycles.

P10
Our investment strategy

FOCUSED

SELECTIVE

DIFFERENTIATED

We are focused on
investing in profitable
private companies, primarily
in Europe and the US.

We have a selective
investment approach
which drives strong and
consistent returns, while
limiting downside risk.

We are differentiated from
other listed private equity funds
by combining ICG managed
companies with those managed
by third parties, both directly
and through funds.

YEAR TRACK RECORD

300+

EMPLOYEES

<€1BN

AUM
DEC 1999

€43BN

AUM
DEC 2019

GREATER ACCESS…

DEEPER INSIGHTS…

SIGNIFICANT EXPERTISE…

…to proprietary deal flow from the
wider ICG network and through
relationships with private equity
managers across the asset class.

22%

OF THE PORTFOLIO IN ICG
MANAGED INVESTMENTS

…into private equity managers
and companies through local investment
teams across the globe.

…and long track record of lending
to and directly investing in private
companies.

COUNTRIES

548

NUMBER OF PRIVATE COMPANIES ICG HAS
INVESTED IN OVER THE LAST 31 YEARS2

SHARED CULTURAL VALUES
ICG’s culture centres around long-term relationships with a wide range of stakeholders; sustainable
investment excellence; and a world-class team demonstrating integrity, diversity and collaboration.

P32
Our people and culture

1 As at 31 January 2020.

2 Across ICG’s private market strategies in Europe, US and Asia and its Strategic Equity and Senior Debt strategies.

+11.2%

NAV PER SHARE TOTAL RETURN

23P

DIVIDEND

The year to 31 January 2020 was
another strong period of double-digit
growth for ICG Enterprise Trust,
with NAV per share increasing from
1,057p to 1,152p, an 11.2% total return,
ahead of the FTSE All-Share Total
Return of 10.7%. Performance was
again driven by strong underlying
trading and realisations at significant
uplifts to carrying value and cost.

Since our year end, the spread of COVID-19
has dramatically altered the economic and
investment landscape. We cover the potential
short to medium-term impact of this global
pandemic on the Portfolio later in my
statement and in the Manager’s review.

DELIVERING ON OUR STRATEGIC GOALS
We made further progress towards our
strategic goals of becoming more fully
invested, increasing our weighting towards
high conviction investments and extending
our geographical diversification.

ANOTHER
STRONG PERIOD
OF DOUBLE-DIGIT
GROWTH

JEREMY TIGUE
CHAIRMAN

Over the last three years, we have reduced
the impact of cash drag on performance
by becoming more fully invested without
compromising the quality of the Portfolio1.
This has been achieved without being any
less selective and with a focus on investing
responsibly, leveraging ICG’s strong
Environmental, Social and Governance
(‘ESG’) credentials. Our flexible mandate
has meant that we have been able to increase
the capital deployed into our high conviction
portfolio, which remains a significant driver
of growth. These are investments the team
has proactively decided to increase exposure
to, either by individual co-investments alongside
third party managers, proprietary investments
managed by ICG or secondary fund holdings.

Our high conviction portfolio has generated
a return of 19% p.a.2 in local currencies over
the last five years. We expect these investments
to continue to enhance the strong returns
generated from our third party funds portfolio,
which underpins our strategy, and has returned
14% p.a. in local currency over the last five years.
During the year, 39% of total capital deployed
was into high conviction investments, which
represent 41% of the Portfolio.

In addition, we continue to diversify
geographically with our US investments now
representing 30% of the Portfolio, overtaking
our exposure to the UK market for the first
time. The US is the largest private equity
market in the world, with a deep pool of
leading private equity managers who have
long track records of outperformance.
We expect our weighting to the US market
to continue to grow.

THE IMPORTANCE OF INVESTING RESPONSIBLY
Responsible investing remains a key focus
for our investment team, who continue to
work closely with ICG’s ESG team to ensure
that our investment programme is compatible
with our ESG framework. The Board believes
that the long-term success of the Company
requires the effective management of
both financial and non-financial measures,
and fully endorses the increasing emphasis
on responsible investment. We believe that
companies that are successful in managing
ESG risks, while embracing opportunities,
will outperform over the long term.

CONTINUED INVESTMENT IN THE ICG
ENTERPRISE TEAM
ICG has continued to invest in the development
of the team, and we now have 14 people
managing the Portfolio and overseeing the
finance, legal and investor relations functions
of the Company. In September Oliver Gardey
joined ICG and the Investment Committee to
lead the investment team, succeeding Emma
Osborne. Emma remains on the Investment
Committee as a Senior Adviser. Oliver has
over 25 years’ experience in the private equity
industry, joining ICG from Pomona Capital,
where he was a partner for 10 years and a
member of its global investment committee.
The strength of Oliver’s experience, alongside
that of our existing team, will be of great value
to the Company and to our focus on delivering
consistently strong returns. We are delighted
with the smooth transition and the leadership
that he has demonstrated since his appointment.
Colm Walsh, who has been a key team member
for 10 years, also joined the Investment
Committee during the year.

BOARD EVOLUTION
Jane Tufnell and Gerhard Fusenig joined
the Board in the year. The Board currently
comprises six independent non-executive
directors, with a diverse range of skills and
expertise, and an equal ratio of men and women.
We expect to appoint one new director during
this year, and we will continue to evolve the
Board and make further appointments, as
appropriate. Further details of the Board are
set out on pages 46 and 47.

This is my last year as your Chairman as I will
step down from the Board at the AGM, having
been a director since 2008. The Nominations
Committee, led by the Senior Independent
Director, undertook a rigorous search for my
successor and recommended Jane Tufnell
becomes your new Chair. Jane has a wealth of
experience working in financial services, asset
management and with listed companies and we
are delighted that she has agreed to accept this
appointment. It has been a privilege to serve as
your Chairman and I know I am leaving the
Company in extremely capable hands.

DIVIDEND
The Company reported another strong set
of results for the 12 months to 31 January
2020, and while there is limited visibility on
the impact of COVID-19 on the Portfolio’s
performance this financial year, the Board
is proposing a final dividend of 8p, which,
together with the three interim dividends of
5p each, will take total dividends for the year
to 23p. This is a 4.5% increase on the prior
year dividend of 22p and a 2.4% yield on the
year end share price. The Board recognises
the importance of a reliable source of income
for our shareholders.

ANNUAL GENERAL MEETING
The Annual General Meeting will be held on
17 June 2020. The Board is mindful of the
current travel and social gathering restrictions
arising from the COVID-19 pandemic and the
format of this meeting will be communicated
to shareholders within the separate Notice
of Meeting.

IMPACT OF COVID-19 PANDEMIC ON THE
PORTFOLIO AND PERFORMANCE
The economic impact of COVID-19 is likely
to become more apparent over the coming
months and it is impossible to gauge the
long-term impact on the Portfolio accurately
at this stage. What we know today is that
companies across the globe are being
impacted by the significant reduction in

economic activity, and while it is too early to
assess the depth and duration of this impact,
we expect major economies to experience
large-scale economic contractions in the first
half of 2020. Performance and the speed of
any recovery will vary between geographies,
sectors and companies and will be dependent
on business models, end markets and
government policy. In the short term, we
expect the sharp fall in public markets and
broader immediate consequences of
COVID-19 to impact valuations and slow
the rate of realisations from the Portfolio.

Beyond the short term, we have a well-diversified
global Portfolio that is invested in developed
economies and weighted towards more
resilient sectors, such as healthcare, consumer
staples, business services and technology.
Our Portfolio also has a bias to managers
who have a strong operational focus and
demonstrable experience of successfully
managing investments through periods of
economic stress. Our managers have moved
decisively to address immediate risks and are
implementing plans to protect and preserve
long-term value.

WELL PLACED TO NAVIGATE THE CURRENT
CHALLENGING ENVIRONMENT
I joined the Board in 2008, just prior to the
financial crisis. At the time, the Company’s
net assets stood at £327m, invested in a

predominantly UK and European portfolio.
Since then we have grown our net assets to
£794m and returned £127m to shareholders,
a 166% total return over the 12 years, well ahead
of the 93% total return from the FTSE All-Share.
Over the same period our share price total
return has been 157%.

We are again facing an incredibly challenging
environment. With 11 consecutive years of
double-digit growth, we do this from a base
of consistently strong returns. We have a
diversified global portfolio of market-leading
companies, led by expert management teams
and supported by some of the world’s best
private equity managers. We have significant
financial resources available to us and
substantial expertise within our investment team
and, more broadly, ICG has a long track record
of managing private companies through multiple
financial and economic cycles. Just as we did in
the financial crisis, I am confident that we will
manage and protect shareholder value through
the current challenging environment and are
well placed to continue to generate value for
our shareholders over the longer term.

Jeremy Tigue
Chairman
27 April 2020

STRATEGIC PROGRESS

We have made further progress towards our strategic goals of becoming more fully invested, increasing
our weighting towards high conviction investments and extending our geographical diversification.

INVESTMENT PORTFOLIO
AS % OF NET ASSETS
By increasing the capital invested in individual
co-investments, the team has been able to
increase capital deployment without being
any less selective.

INCREASE AMOUNT DEPLOYED INTO
HIGH CONVICTION INVESTMENTS AS
% OF CAPITAL INVESTED
Our high conviction investments (co-investments,
secondary fund investments and ICG funds)
represented 41% of the Portfolio and 39%
of capital deployed in the year. Over the medium
term, we expect 50% to 60% of the Portfolio
to be weighted towards these investments.

102%

82%

39%

33%

INCREASE IN EXPOSURE TO US MARKET (%)
Our exposure to the US market has increased
from 14% four years ago to 30% at the year end.
Over the medium term, we expect US investments
to represent 30% to 40% of the Portfolio.

30%

14%

2016

2020

2016

2020

2016

2020

1 In the Chairman’s statement, Manager’s review and Supplementary information sections, reference is made to the ‘Portfolio’. The Portfolio is defined as the aggregate

of the investment portfolios of the Company and of its subsidiary limited partnerships. The rationale for this APM is discussed in detail in the Glossary on page 97.

2 Net of underlying private equity managers’ fees and carried interest.

An investment in ICG Enterprise made
on the year end date in any of the last
20 years would have outperformed
the FTSE All-Share Index Total Return
if still held on 31 January 2020.

NET ASSET VALUE
Our highly selective approach and flexible mandate have
delivered returns for our shareholders well in excess of
public markets over multiple cycles.

The 11.2% NAV per share total return in the year further
extends the Company’s long track record of growth
and outperformance.

Over the last 20 years ICG Enterprise’s NAV has grown
by 8.2.% p.a., outperforming the FTSE All-Share Total
Return by 3.6% p.a. over the same period.

SHARE PRICE
The Company’s share price was 966p at the year end,
generating a total return of 20.5% in the 12 months
compared to the FTSE All-Share Total Return which
increased by 10.7%, an outperformance of 9.8% over
the same period.

Over the longer term, ICG Enterprise’s share price has
continued to deliver returns for shareholders above
those of the FTSE All-Share Total Return. £100 invested
in ICG Enterprise in December 1999 would now be worth
£440 compared to £249 if invested in the FTSE All-Share
Total Return.

8.2% P.A.

NAV TOTAL RETURN OVER
THE LAST 20 YEARS

3.6% P.A.

NAV OUTPERFORMANCE OF THE
FTSE ALL-SHARE TOTAL RETURN
OVER THE LAST 20 YEARS

OUTPERFORMING PUBLIC MARKETS THROUGH MULTIPLE CYCLES

ICG ENTERPRISE NAV
TOTAL RETURN

ICG ENTERPRISE TOTAL
SHAREHOLDER RETURN

FTSE ALL-SHARE INDEX
TOTAL RETURN

THE POWER OF
DIVERSIFICATION
Our first third party fund investment was
made in 1989. Third party funds now
represent 59% of the Portfolio and form
the foundation of our strategy.

2007
Third party funds become the
majority of the Portfolio

A dedicated funds
investment team was
established to focus on
building relationships with
third party managers.

2004

First US
commitment
and two US
co-investments
made.

2007

Spin out from
F&C to form
Graphite Capital.

2001

£100

DEC 1999

ICG BECOMES
MANAGER
Investment team moves
from Graphite Capital
to ICG.

2016

LEVERAGING THE STRENGTH
OF ICG’S GLOBAL PLATFORM
The Board set strategic targets to become
more fully invested, increase exposure
to high conviction investments and to
become more geographically diverse.

2016
New strategic targets set

First acquisition of a
secondary portfolio
of funds.

2010

Sale of £100m portfolio
to manage risk through
the financial crisis.

2008

US exposure reaches
30% of the Portfolio,
overtaking the exposure
to the UK for the first time
in the Company’s history.

2020

£488

NAV TOTAL RETURN
JAN 2020

£440

TOTAL
SHAREHOLDER
RETURN
JAN 2020

£249

FTSE ALL-SHARE
TOTAL RETURN
JAN 2020

AN ACTIVE OWNERSHIP MODEL
DRIVING RETURNS WELL IN EXCESS
OF PUBLIC MARKETS

Private equity-backed companies are
all around us, touching our everyday
lives from food and consumer goods,
to healthcare services, software,
travel and leisure. Most sectors in
almost every developed economy
have companies owned and funded
through private equity investment.

With many of the world’s largest
and most sophisticated institutional
investors and pension funds
increasingly allocating capital to
private equity, the asset class has
gone from alternative to mainstream,
with an estimated $4.0 trillion of
assets globally. Investors are
attracted by both the higher returns
on offer and the wider opportunity set
available, as the number of companies
in private markets far outweighs those
on public markets.

OUTPERFORMANCE OF PRIVATE
EQUITY VS PUBLIC EQUITIES

Private equity’s active ownership model has
outperformed public markets equivalents
(‘PME’) in 19 out of the last 20 years.

This outperformance is even more
pronounced for top quartile funds,
highlighting the importance of
manager selection.

RELATIVE PERFORMANCE OF BUYOUT
FUNDS VS MSCI WORLD INDEX (%)

MSCI World PME

Buyout IRR

Buyout 1st and 2nd Quartile IRR

26.9%

17.5%

6.7%

’07 ’08 ’09 ’10 ’11

’12

’13 ’14 ’15 ’16 ’17

Vintage year

Source: Hamilton Lane Market Overview 2019.

A RAPIDLY EXPANDING
ASSET CLASS

ACCESSING COMPANIES AND SECTORS
NOT AVAILABLE ON PUBLIC MARKETS

>8X

GROWTH IN THE NET ASSET VALUE
OF PRIVATE EQUITY SINCE 2000

Source: McKinsey Global Private Markets Review 2020.

3.5X

NET ASSET VALUE FOR GLOBAL BUYOUTS
HAS GROWN 3.5X FASTER THAN THE
PUBLIC MARKETS

Source: Bain & Company Global Private Equity
Report 2020.

$4TN

The number of public companies has been
shrinking over the last 20 years across all
major markets, reducing choice for investors
and concentrating value in sectors such as
natural resources, financials and, in the US,
large technology companies.

In contrast, the number of companies in
private markets has been growing over
the same period. In the UK alone there
are over 4,300 private equity-backed
businesses, more than double the number
of listed companies.

Without exposure to private equity,
investors are not able to access the
complete equity market.

VALUE OF PRIVATE EQUITY ASSETS GLOBALLY

Source: 2020 Preqin Global Private Equity
& Venture Capital Report.

40%

REDUCTION IN THE NUMBER OF PUBLIC
COMPANIES IN THE US IN THE LAST 20 YEARS

Source: McKinsey, BVCA.

HOW DOES PRIVATE EQUITY CREATE VALUE?
Private equity is an active ownership model,
with managers typically acquiring controlling
stakes in companies and creating value by
growing and improving them.

Active and hands-on engagement
Private equity managers drive value by actively
working with company management teams
to deliver strategic change, operational
improvements and financial discipline.

A long-term investment horizon
With a typical investment holding period of
between four and seven years, private equity
is able to prioritise fundamental value creation
over short-term profit targets which can
sometimes deter quoted companies from
making sensible long-term investment decisions.

Focused stakeholder group and strong
alignment of interest
The smaller number of stakeholders,
compared with public companies, enables
more nimble decision making. Remuneration
prioritises equity incentivisation, aligning
management teams with the private equity
managers and their investors.

Extensive due diligence
Private equity managers invest after a long
period of deep investigation, in most cases
alongside the company’s management team.
Private equity managers are typically sector
focused and have detailed knowledge
of the company’s competitive landscape.
This informs the investment decision as well
as the strategy for the business, should it
be acquired.

Governance and responsible investing
Strong governance is a core tenet of the
private equity model. With increasing evidence
that companies with sound Environmental,
Social and Governance (‘ESG’) principles
will outperform, private equity managers are
increasingly considering ESG issues at all
stages of the investment cycle.

Exit planning
Ultimately, all private equity-backed companies
are for sale. Positioning a business to attract
interest from a range of potential purchasers
is fundamental to the investment process.

WHAT DOES AN ACTIVE AND HANDS-ON
APPROACH INVOLVE?
When you invest in private equity, you are
investing in the skills and expertise of the
manager to identify and work with companies
to unlock growth. Managers are actively
involved in the running of the businesses
they invest in, directing them through board
representation and governance rights as well
as, typically, through majority shareholdings.

Strategic change
Strategic repositioning can include expansion
into new markets or business lines, rolling
out sites or growing companies through
acquisition. Private equity managers use their
commercial acumen to direct management
to prioritise strategies that maximise
long-term value.

Operational improvement
Most leading private equity managers have
in-house specialist teams whose sole focus
is to work with company management teams
to maximise efficiencies and drive sustainable
growth. Examples include improving
procurement, sales force effectiveness and
optimising operating models. Close lines of

Private equity is all around
us. In the UK alone there
are over 4,300 private
equity-backed companies,
more than double the
number of listed companies.”

Source: BVCA

communication mean that any issues can
be identified early and action taken to
preserve value.

Financial discipline
Private equity managers bring significant
financial and capital markets expertise,

ensuring companies have access to
competitive financing solutions and the right
capital structure to withstand economic
uncertainty. They also encourage discipline
with respect to capital expenditure decisions
and working capital management.

HOW DOES LISTED PRIVATE EQUITY FACILITATE ACCESS TO THIS ASSET CLASS?

TRADITIONAL PRIVATE EQUITY

► High minimum commitments (typically £5m+)

LISTED PRIVATE EQUITY

► Low minimum investment

► 10-year commitment to a fund with limited to no liquidity

► Closed-end structure provides liquidity, shares traded daily

► Diversification requires allocation to multiple managers

► Leading managers are often closed to new investors

► Significant administrative and tax reporting burden

► Ongoing cash management requirement

VS.

► Access to experienced investment teams, with access

to high-quality managers and/or deal flow

► Benefit from a diversified underlying portfolio

► Investment trust structure allows for re-investment
of capital proceeds, tax free – compounding returns

Private equity is not a simple asset class to navigate, barriers to entry
are high and manager selection is key as the dispersion of returns is far
wider than other asset classes. To safeguard against mediocre returns,
extensive due diligence on the private equity manager, its track record,
investment strategy and competitive differentiators is essential, as are
strong relationships with those top performing firms, as the funds they
manage are often hard to access due to huge investor demand. It is also
an illiquid asset class and traditional private equity funds are difficult
for most private investors to access. Minimum commitment sizes are
typically at least £5m, and investors commit to a long-term obligation
to fund investment programmes, typically through a 10-year fund.

Listed private equity companies are ‘evergreen’, reinvesting proceeds
from the sale of investments, free of capital gains tax, into new
investments, compounding returns and providing shareholders with
long-term capital appreciation. In addition, recognising the importance
of a reliable source of income for shareholders, some listed private
equity companies pay dividends from realised capital profits, allowing
shareholders to participate, to some degree, directly in the proceeds
of the realisations from the underlying portfolios. The long-term
horizon of private equity means that listed private equity is best suited
to long-term holding, rather than frequent trading.

A HIGHLY FOCUSED
APPROACH WITHIN
THE PRIVATE
EQUITY MARKET

We focus on the buyout segment of the private equity market,
in which target companies are established, profitable and cash
generative. Within buyouts, our focus is on mid-market and larger
transactions, partnering with leading private equity managers
in developed markets.

Through this approach, we are aiming to build a portfolio of
companies with defensive growth characteristics as we believe
these companies will generate the most consistently strong
returns over the long term.

Our strategy balances high conviction
investments with a diversified portfolio
of third party funds.

STRATEGY UNDERPINNED BY OUR THIRD PARTY FUNDS PORTFOLIO

Our portfolio of leading third party private equity funds provides a
diversified base of strong returns and forms the foundation of our
strategy. The underlying funds have a bias to mid-market and large-cap
European and US private equity managers and are the key source of
deal flow for the third party co-investments and secondary fund
investments in our high conviction portfolio. It also provides insights
that inform the management of the portfolio as a whole.

H I G H C O N V ICTION INVESTMENTS

14%

THIRD PARTY
DIRECT
CO-INVESTMENTS

ALL
PRIVATE
EQUITY

BUYOUTS

Offer more consistent
returns with lower risk
than other private equity
strategies e.g. venture
capital or distressed debt.

DEVELOPED
MARKETS

Primarily in
Europe and the US
which have more
established private
equity sectors and more
experienced managers.

MID-MARKET
AND LARGER
DEALS

LEADING
PRIVATE EQUITY
MANAGERS

More likely to be resilient
to economic cycles and
typically attract stronger
management teams than
smaller companies.

With track records of
investing and adding value
through cycles.

DEFENSIVE
GROWTH COMPANIES

P12
A focus on defensive growth

19% P.A.

LOCAL CURRENCY RETURNS FROM
OUR HIGH CONVICTION INVESTMENTS
OVER THE LAST FIVE YEARS

H I R D P ARTY FUN

59%

INVESTED IN THIRD
PARTY FUNDS

22%

ICG MANAGED
INVESTMENTS

14% P.A.

LOCAL CURRENCY RETURNS
FROM OUR THIRD PARTY FUNDS
PORTFOLIO OVER THE LAST
FIVE YEARS

THIRD PARTY
SECONDARY
INVESTMENTS

RETURNS ENHANCED THROUGH HIGH CONVICTION INVESTMENTS

The common theme in our high conviction portfolio is that ICG has
selected the underlying companies for investment. This approach
is in contrast to a conventional fund of funds in which the third party
managers make all of the underlying investment decisions.

Our high conviction portfolio is weighted towards investments in
our 30 largest underlying companies and over the medium term
we expect 50% – 60% of the Portfolio to be weighted towards
high conviction investments.

THIRD PARTY CO-INVESTMENTS
These are investments directly
into a company alongside a
private equity fund. These
opportunities enable us to
proactively increase exposure
to companies we have a high
conviction will outperform
through the cycle.

SECONDARY FUND INVESTMENTS
This is when we acquire an
existing interest from a seller in a
private equity fund that is already
substantially invested. We favour
funds that are at a stage when the
underlying assets’ performance
is visible.

ICG MANAGED INVESTMENTS
We invest in five of ICG’s
21 strategies. A key strategic
advantage for ICG Enterprise
is the proprietary access we
have to deal flow from ICG,
and the ICG portfolio is broadly
split between funds and
co-investments. Many of our
investments include a mixture
of subordinated debt and
equity, targeting returns
broadly in line with our usual
equity investments, but the
subordinated debt element
significantly reduces the
overall risk.

A FOCUS ON DEFENSIVE GROWTH

DEFENSIVE GROWTH COMPANIES BENEFIT FROM
LONG-TERM TRENDS THAT MAKE THEM LESS
SENSITIVE TO THE BROADER ECONOMIC CYCLE

We target businesses that benefit from long-term structural trends rather than relying on cyclical
economic growth. Our aim is to build a portfolio that will be more resilient in an economic downturn
than the overall market. We are able to do this, in particular, in our high conviction investments by
selecting co-investments and secondaries that exhibit defensive growth characteristics. We also
tend to back private equity managers that share our investment philosophy, therefore the defensive
growth theme is also prevalent in our funds portfolio.

HOW DO WE ASSESS DEFENSIVE GROWTH?
We have a bottom-up approach, looking for
key business model characteristics that we
believe will ensure a company is resilient
through the cycle, rather than top-down
through sector or geographical allocations.
Examples of characteristics we look for include:

► strong competitive position in a structural

growth market

► high level of recurring revenues

► high margins

► strong cash flow

► low customer concentration

Our focus on well-established businesses,
rather than early stage companies, enables us
to analyse performance through the last
downturn. This forms a key part of our due
diligence on co-investments, enabling us to
form a view on how resilient the business
would likely be in a recession.

In addition to the business characteristics
we also analyse the private equity manager’s
experience with similar businesses. Having
the right manager for a given asset forms
an important part of our investment thesis.
Similarly, our assessment of the portfolio
company management team is an essential
element of our due diligence process.

The valuation and capital structure of an
investment is also an important component of
our assessment of defensiveness. We look at
the debt terms and covenants to ensure that
the company can maintain flexibility through
the cycle. Most of the investments managed
directly by ICG include an element of structural
downside protection which also contributes
to the defensiveness of the portfolio.

COVID-19

There remains a huge amount of
uncertainty about how the COVID-19
outbreak, and its economic fallout,
will impact companies across the world.

The situation is rapidly evolving, and we
expect macro-economic pressure across
geographies for the foreseeable future.
While our underlying portfolio companies
are not immune to the impact of a global
pandemic, or a period of prolonged global
economic disruption, we believe private
equity’s active ownership model and
our focus on companies with defensive
growth characteristics will be resilient
in the long term.

P18
Market review

CO-INVESTMENT DUE DILIGENCE PROCESS

BUSINESS
MODEL
CHARACTERISTICS

RECESSION
RESILIENCE

PRIVATE EQUITY
MANAGER’S
TRACK RECORD

PORTFOLIO
COMPANY
MANAGEMENT
TEAM

VALUATION
AND CAPITAL
STRUCTURE

Analyse competitive position,
cash flow dynamics, margin
sustainability, recurring
revenues, customer
concentration and churn.

Assess the sensitivity
of the market niche to
GDP growth; analyse
company performance
in previous cycles; run
downside scenarios.

Consider the overall track
record including win and
loss ratios; investigate
relevant sector performance
and operational capabilities.

Evaluate the experience,
tenure and track record
of management, the
completeness of the team
and appropriateness
of incentives.

Compare the valuation
to market multiples,
both current and through
cycles; assess the
appropriateness of financing
including covenants.

There are many defensive growth themes
in our portfolio. Two examples include:

TECHNOLOGICAL ADVANCEMENTS

► Businesses embedding technology into work processes

to drive efficiencies

► Shift towards cloud-based applications and software-as-a-service

(‘SaaS’)

► Technology has enabled the collection and analysis of huge data sets

GROWTH DRIVERS

Businesses of all sizes are using
technology to standardise and
simplify everyday processes.

Demand for high-quality data
and analytics to guide strategy
and decisions.

Cloud-based software providing
more flexible, secure and
cost-effective alternatives.

Rise in e-commerce sites and
businesses supporting
e-commerce.

SECTORS IMPACTED

► Business services

► Technology

► Consumer

NAVIGATING REGULATORY COMPLEXITY

► Rising burden of regulatory compliance in many sectors

► Greater focus on health and safety, safeguarding, environmental

issues and financial services regulation

► Geographical variations in regulations, including at local level

GROWTH DRIVERS

Adoption of technological
solutions to ensure and demonstrate
compliance with regulations.

Increasingly stringent fire protection
regulations across a range of
industrial and public space settings.

Smaller operators unable to bear
high compliance costs benefiting
scale players and creating
consolidation opportunities.

Businesses need specialist
consultants to help navigate
ESG reporting requirements.

SECTORS IMPACTED

► Business services

► Technology

► Healthcare & education

► Industrial

INVESTING RESPONSIBLY

ENSURING OUR INVESTMENTS
MAKE A WIDER POSITIVE IMPACT

The long-term success of ICG Enterprise requires the effective
management of both financial and non-financial measures. We believe
that companies which are successful in managing Environmental,
Social and Governance (‘ESG’) risks while embracing ESG
opportunities will outperform over the longer term.

RESPONSIBLE INVESTMENT
Responsible investing is an approach to
investing that aims to incorporate ESG
factors into investment decision making,
to better manage ESG risks and generate
long-term sustainable returns.

OUR RESPONSIBLE INVESTMENT STRATEGY
IS DEFINED BY THREE KEY PRIORITIES

1 Incorporate ESG factors into investment

decision making

2 Better manage ESG risks

3 Generate long-term sustainable returns

ICG has been a signatory to the
United Nations-supported Principles for
Responsible Investment (‘PRI’) since 2013.
The PRI has become the standard for global
best practice in responsible investing.
PRI signatories are required to report
on their responsible investment activities
annually, which ensures accountability
and transparency and also promotes
continual improvement.

ICG aims to act responsibly and cautiously
as the guardian of its investors’ capital in
portfolio companies, and considers ESG
at all stages of the investment cycle. It has
a well-defined Responsible Investment
Policy in place and an ESG framework which
clearly outlines the key ESG considerations
and practices from screening and due
diligence through to exit.

The ICG Enterprise investment team receives
regular formal training on ESG and is
provided with the skills and tools necessary
to identify and investigate ESG issues during
the pre-investment stage of an investment,
including specifically an ESG checklist and
policies. All investment recommendations
include a dedicated section on ESG, outlining
the policies and practices of the manager,
which is taken into consideration when
making investment decisions by the
Investment Committee.

The vast majority of our underlying private
equity managers are members of the PRI or
have a Responsible Investment/ESG policy.

ENGAGING WITH MANAGERS

IDENTIFY ESG ISSUES
► Before investment, evaluating how the

underlying managers assess ESG issues as
part of their due diligence on companies and
how they report such issues.

► Developing strong and open working

relationships with underlying managers.

► Undertaking early and constructive

engagement on ESG issues of legitimate
concern to the Company’s shareholders.

► Ensuring the highest levels of integrity in

relationships with the underlying managers,
including appropriate transparency on fees
and governance matters.

Where a private equity manager does
not have a formal policy, the team seeks
assurances from the manager regarding
their ESG practices.

Within our third party funds portfolio,
while we do not directly influence portfolio
construction, we typically partner with
managers who have a similar approach to
ESG matters. We also engage with all managers
on a regular basis to identify and mitigate
any potential ESG risks. We have a greater
degree of control of ESG considerations
in our high conviction portfolio.

CLIMATE CHANGE IN FOCUS

The financial services industry has
a significant role to play in achieving
the transition to a low carbon economy,
in line with the goals of the Paris
Agreement, and we at ICG Enterprise
are committed to supporting this.

► We recognise that climate change will
have an adverse effect on the global
economy and this presents both risks
and opportunities for investments over
the short and long term.

► We support the recommendations of the
Task Force on Climate-related Financial
Disclosures (‘TCFD’).

► For potential co-investments we identify
whether there are any material climate
change-related issues associated with the
investment. We use our ESG Screening
Checklist to guide this process, which
incorporates specific guidance on
climate-related risks and opportunities.

► Any material climate change-related
issues, including actions being taken
to manage associated risks, would be
recorded in our investment proposals for
the Investment Committee’s consideration.

P16
Read more about ICG’s
focus on climate change

ICG is committed to its responsibility to its people, community
and the environment and has a well-defined Responsible Investment
Policy and ESG framework in place.

Full details can be found on its website:
www.icgam.com

As the nation seeks economic
growth and creation of high-quality
jobs, we think private equity
(properly executed) can be a very
socially positive pursuit and one
component of that growth.”

Steven Klinsky
Founder & Chief Executive Officer

MANAGER CASE STUDY

PROUD TO OWN COMPANIES THAT CONTRIBUTE
POSITIVELY TO SOCIETY

$15M

COMMITMENT TO NEW MOUNTAIN CAPITAL V

► Over 43,900 jobs added or created, net
of any job losses, in portfolio companies
under New Mountain’s ownership.

► Median income for portfolio companies’
US employees was ~87% above the
national median in 2018.

► Over $4.7bn of R&D, software

development and capital expenditure
in past and present portfolio companies.

► Signatory of the United Nations

Principles of Responsible Investing
and American Investment Council.

New Mountain has a ‘business building’
mindset and strong commitment to
improving the quality of each portfolio
company by focusing on job creation
and growth during its ownership.

Its Social Dashboard, published every year
since 2008, reports on key job growth and
investment metrics across its portfolio.

New Mountain considers the integration
of ESG issues is a key differentiator for
minimising investment risks, improving
operating efficiencies and enhancing
financial returns. Its formal ESG policy
comprises 24 key ESG metrics to apply
during the diligence, investment and
monitoring stages. It also operates
diversity and energy efficiency initiatives.

2019 ASSESSMENT SCORES

► PRI Strategy and Governance: Grade A

► PRI Direct Private Equity: Grade A

► CDP Climate Change: Grade A-

SUPPORTING WOMEN
IN PRIVATE EQUITY

ICG is a Sponsor of Level 20, the not-for-profit
organisation established to inspire women to
join and succeed in the private equity industry.

Level 20’s mission is to encourage greater
female representation across the private equity
industry with the goal of having 20% of senior
positions in the industry held by women and
with a particular focus on increasing the number
of women in investment roles.

ICG supports Level 20’s five key initiatives to
achieve this mission: mentoring and development;
networking and events; outreach; advocacy;
and research. It encourages its employees,
irrespective of gender, to be active members
of Level 20 by contributing to Level 20-led
research, discussion groups and outreach
events and participating in the annual mentoring
programme. ICG’s engagement with these
activities is led by its Level 20 Ambassador.

WOMEN IN FINANCE CHARTER
In 2018, ICG became a signatory to the HM
Treasury Women in Finance Charter and
committed to increasing the number of women
in UK senior management to 30% by 2023.

ICG’S WOMEN’S NETWORK
As part of ICG’s broader commitment to increase
the number of women in senior management
positions, ICG’s Women’s Network was
launched in 2019.

Q&A WITH
EIMEAR PALMER
RESPONSIBLE
INVESTING
OFFICER AT ICG

22%

OF THE PORTFOLIO IS MADE
UP OF ICG INVESTMENTS

91%

of ICG companies surveyed have a designated
individual responsible for ESG matters1

78%

have set ESG targets1

61%

have set climate change or energy-related
objectives and targets1

A HISTORY OF RESPONSIBLE INVESTING (‘RI’)

A FOCUS ON CLIMATE CHANGE

HOW DO YOU ADAPT YOUR
PORTFOLIO TO CLIMATE CHANGE?
We formally consider climate change
risks and opportunities when assessing
each investment opportunity and have
turned down deals specifically for
climate-related reasons. We have
also launched two new strategies that
are designed to achieve a positive
environmental outcome and contribute
to the objective of the Paris Agreement.

WHAT ROLE CAN PRIVATE EQUITY
PLAY IN THE CHALLENGES WE FACE
ON CLIMATE CHANGE?
Climate change is the biggest long-term
challenge facing us and we believe
our industry has a vital role to play in
achieving the objectives of the Paris
Agreement to limit global warming
to well below two degrees Celsius.
Climate change has been a key focus
for us over the past 12 months and we
actively engage with our portfolio
companies, where we have influence,
to address climate change. We also
believe that fostering collaboration
across our industry is vital and ICG
is very involved in the launch of a UK
climate change network, Initiative
Climate International (‘ICI’), in the UK.

ESG

RI Policy
established

ESG Integration:
48% AUM

1st Annual
ESG survey

ESG Integration:
89% AUM

5th CDP Filing:
B Score

ESG Integration:
100% AUM

2013

2014

2015

2016

2017

2018

2019

Signatory
of PRI

ESG training

RI Committee
established

ESG training

ESG training:
PRI Academy

PRI AA scores:
–Strategy & Governance
– Private Equity

1 ICG 2019 Annual Survey results Europe Funds V, VI and VII portfolio companies.

HOW DO YOU ENGAGE WITH
PORTFOLIO COMPANIES ON
CLIMATE-RELATED ISSUES?
It depends on our level of influence
and access to management but in
most instances, we conduct an initial
assessment of climate risk and
opportunities. Where this is a material
issue, we will then work with management
to establish key performance indicators
and set targets to, for example, improve
energy efficiency and reduce emission
intensity. We then track these KPIs
over the duration of our investment.
Over 60% of portfolio companies in
our European Subordinated Debt and
Equity funds have set climate change or
energy-related objectives and targets.

WHAT WERE ICG’S KEY ACHIEVEMENTS
OVER THE PAST 12 MONTHS?
We received an A- score for our 2019
CDP climate change assessment up
from a B score one year previously.
This puts us in the top 6% of companies
globally in terms of measuring and
disclosing greenhouse gas emissions
and climate change risk, well above
the average C score in our industry.

WHAT ARE ICG’S ASPIRATIONS?
We are always working hard to better
understand the climate-related risks
associated with our portfolio companies
and identify the opportunities available
to us to address them. We have started
conducting a carbon footprint analysis
of certain funds, including our flagship
European Subordinated Debt and
Equity Fund and our Infrastructure
Equity Fund. We are also reviewing
our own operations as a company and
have set a target to reduce our own
emissions by 80% by 2030.

Founded in 1973 and based in Spain, Garnica is
the undisputed leader in the niche European poplar
plywood market. The company manufactures
sustainable plywood products for construction,
caravan, marine and decorative markets.

ICG INVESTMENT CASE STUDY

DRIVING CHANGES TO ACHIEVE ENERGY EFFICIENCY
AND SUSTAINABLE USE OF RESOURCES

associated industries such as forest
management and transportation.

Ensuring the sustainability of the product
is vital and Garnica monitors and audits its
wood suppliers to ensure they meet the
company’s stringent sustainability standards.

In accordance with its environmental
aims, Garnica promotes and encourages
reforestation. To date, plantations comprising
over 50,000 trees have been financed in
this way. Garnica also has its own nursery,
researching poplar resistance to climate
change, to guarantee sustainable plantations.

Garnica also focuses on being resource
efficient (zero waste) and minimising its
carbon footprint. Smaller logs and logging
residues are chipped on-site and used for
the production of particleboard or else fed
into biomass plants to generate energy.
The company is also looking into producing
its own renewable photovoltaic energy.

With ICG’s support, a dedicated ESG
Officer was appointed in 2019, charged
with coordinating and implementing the
company’s sustainability initiatives across
its various sites.

Following ICG’s ESG review and site visit,
ICG worked with Garnica’s management
team to establish and formalise ESG
targets and KPIs around the sustainability
of raw materials, energy consumption,
carbon footprint and health and safety.

ICG has been involved with Garnica
for a number of years, and in that time,
ESG engagement across the business
has strengthened significantly.

There is broad scope for climate change
mitigation when it comes to poplar
plantations, the company’s main business.
Poplar is one of the fastest-growing tree
crops and about 50% of the timber’s dry
weight is carbon. Poplar plantations capture
11 tonnes of CO2 per year per hectare.

Based in La Rioja, Spain, Garnica provides
stable employment for over 1,100 workers
in the least populated areas of Spain and
France and many more indirect jobs in its

KEY TRENDS
IN THE PRIVATE
EQUITY MARKET
IN 2019

RECORD FUNDRAISING
UNDERSCORING THE
IMPORTANCE OF
MANAGER SELECTION

With institutions increasingly allocating to
private equity, 2019 was another record
year for fundraising, with a total of $324bn
raised for private equity in the US and Europe,
a 34% increase on 2018. Despite this,
the number of funds raised declined by 13%,
with several large ‘mega funds’ in the market
accounting for an increasing proportion
of capital raised. Many institutions are
consolidating portfolios and committing
larger amounts to fewer funds, leading
to more capital being concentrated on
a smaller number of managers.

Within private equity, the dispersion of
returns is far more pronounced than in
other asset classes. Consequently, top
performing managers are becoming
increasingly oversubscribed and hard to
access and the ability to identify and build
relationships with the right managers is
now more important than ever.

OUR RESPONSE
Strong relationships, a proactive
investment process and the ability
to identify opportunities overlooked
by the broader market

We have been investing in third party private
equity funds for more than 30 years and have
built up strong relationships with managers
over multiple cycles. These close relationships
ensure that our due diligence process is well
advanced ahead of fundraising and means that
we are able to secure an allocation to our
preferred managers, many of which have
significantly oversubscribed funds.

Examples in the year include new funds
raised by Advent International, Cinven and
Permira. We are also able to leverage the
ICG network to access top performing
managers that we have not previously
invested with, in particular in the US.
Strong relationships also ensure a healthy
flow of co-investment opportunities.

1. FUNDRAISING ($BN)

Europe

Number of funds

165

58
19

122

126

102

172

196

155

220

265

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2. DEAL VALUE ($BN)

Europe

217

112

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

3. BUYOUT MULTIPLES

Europe

9.7x

9.1x

8.9x

9.2x

7.7x

8.8x 8.8x

8.5x

9.3x

8.7x

8.8x

9.7x 9.7x

9.2x

10.3x

10.0x 10.0x

10.6x

10.3x

11.0x

10.6x

11.0x

11.5x

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Source: S&P LCD, Preqin.

While many funds are oversubscribed
in record time, the market has become
increasingly bifurcated with managers
not perceived to be in the top echelons
struggling to gain investors’ attention.

Often, we view the distinction between
oversubscribed managers that close funds
quickly and those who take longer to reach
their target fund size to be unfounded and
we are not afraid to go against the herd.
There are a number of benefits to this
approach: firstly, the fund may have already
made a number of investments enabling us to
due diligence the assets before committing

(a ‘late primary’ investment); secondly,
this dynamic often facilitates greater
co-investment access; and thirdly, we are
wary of the most sought after managers
raising too much capital with the resultant
risk of strategy drift. An example in the year
of a ‘late primary’ investment is Gryphon V,
which was 45% invested at the time of our
commitment and alongside which we
subsequently completed a co-investment in
RegEd. With ICG as manager of the Company,
we also have access to proprietary ICG deal
flow, and during the year 16% of capital
deployed was into ICG investments.

INCREASING COMPETITION
FOR QUALITY ASSETS DRIVING
SUSTAINED HIGH PRICING

Global deal activity slowed in 2019, with
a 24% decrease in total buyout deal value
and a fall in both deal count and average
deal size. While activity was reduced,
strong competition for deals from both
private equity and corporate buyers has
sustained high multiples paid across the
two main private equity markets of Europe
and the US. The average EBITDA multiples
paid for new investments of 11.5x in the
US and 11.0x in Europe were both high
by historical standards (see chart 3).

Private debt markets were also buoyant
with average debt/EBITDA ratio in the US
and Europe of 5.8x. These relatively high
multiples underscore the importance of
managing downside risk. However, it is
worth noting that leverage levels remain
below those immediately prior to the
financial crisis while interest rates are much
lower and loan covenants are significantly
less onerous, favouring the equity investors.

OUR RESPONSE
A continued focus on defensive growth
and structural downside protection

The elevated multiples being paid for
acquisitions in 2019 highlight the importance
of having a clear approach underpinned by
investment discipline. With a cautious and
selective approach to deploying capital,
focusing on resilient businesses, our mandate
allows us to be nimble and adjust the mix of
investments where we best see relative value.
The managers that we invest with have long
track records of value creation across multiple
cycles. In addition, as part of ICG, we benefit
from proprietary deal flow and our investments
alongside ICG (22% of the portfolio) have the
added benefits of either structural downside
protection or a relative value approach:

► Structural downside protection: results from
investing in a mixture of subordinated debt
and equity instruments. By combining the
downside protection of subordinated debt
with the upside potential of the equity, these
investments are targeting a blended return
similar to that of a typical equity deal but with
lower downside risk.

► Relative value: is the approach of ICG’s

Strategic Equity funds. This strategy focuses
on complex recapitalisations of mature
private equity funds where transaction
dynamics facilitate investment at multiples
materially below market.

COVID-19 IMPACT

IMPACT ON THE CORPORATE SECTOR

Since the year end, the rapid global spread
of a new strain of coronavirus (‘COVID-19’)
has dramatically altered the investment
landscape. What was before the outbreak a
relatively benign low growth, low interest
rate environment, has morphed into what is
likely to be a sharp negative growth shock.

The initial hit has been on global supply
chains and China’s demand for non-essential
goods, commodities and services.
The secondary, but likely largest and less
recoverable, impact is being driven by
reductions in global private consumption
of services, including travel, tourism,
shipping and footfall reliant businesses.

It is too early to assess the depth and
duration of the shock. Early economic
data indicates that in 1H 2020 most major
developed economies will experience
significant economic contraction.
The extent of the disruption in 2H 2020
and 2021 is largely dependent on how
quickly and sustainably the spread of
COVID-19 can be contained and the
success of fiscal and monetary policies
in supporting economies sufficiently to
keep them in ‘suspended animation’
during containment periods.

LONG-TERM RESILIENCE OF OUR FOCUS ON DEFENSIVE GROWTH

► Our strategy is focused on companies

► The Portfolio is well diversified,

that have defensive growth
characteristics; companies that
performed well through previous
economic cycles.

► As a result, the Portfolio is weighted

towards more resilient sectors, such as
healthcare, consumer staples, business
services and technology.

and invested in larger companies,
which we believe are more resilient.

► There is also bias to managers who
have a strong operational focus and
demonstrable experience of
successfully managing investments
through periods of economic stress.

IMPACT OF COVID-19 ON THE PORTFOLIO

► Given the rapid escalation of the crisis,
we currently have limited visibility on
the short and longer-term impact of
COVID-19 on the global economy.

► Performance will vary between

geographies, sectors and companies
and be dependent on business models
and end markets.

► Our managers have moved decisively
to address immediate risks and are
implementing plans to protect and
preserve long-term value.

► While it is difficult to accurately

gauge the impact of COVID-19 on
the Portfolio, as a whole, at this stage,
our approach means that we have
increased visibility on the performance
of our high conviction investments.

► Specifically, our Top 30 Companies, which
make up 46% of the Portfolio, are weighted
towards high conviction investments.

► Within these companies we believe that
the majority are well placed to weather
the current uncertainty and take
advantage of any recovery.

BENEFITS OF THE PRIVATE EQUITY MODEL IN PERIODS OF UNCERTAINTY

► Private equity’s active ownership model
and close lines of communication with
businesses mean they can move quickly
to address issues.

► Leading private equity firms have

significant operating teams in place that
can provide expert guidance and resource
in periods of economic uncertainty,
addressing issues in the early stages.

► Long-term investment horizons and

access to capital, both from funds and
relationships with banks, allows private
equity firms to support portfolio
companies during times of economic
and financial market distress.

16.6%

LOCAL CURRENCY
PORTFOLIO RETURN1
(12 MONTHS TO 31 JANUARY 2019: 15.0%)

17%

TOP 30 COMPANIES EARNINGS
GROWTH OVER THE LAST 12 MONTHS
(31 JANUARY 2019: 16%)

37%

REALISATION UPLIFT TO
PREVIOUS CARRYING VALUE1
(31 JANUARY 2019: 35%)

2.4X

MULTIPLE OF COST OF REALISATIONS1
(31 JANUARY 2019: 2.4X)

The Portfolio delivered strong underlying returns in
the year, extending the record of double-digit growth
to 11 consecutive years.

We continued to deploy capital selectively into
companies with strong defensive characteristics in
sectors with non-cyclical growth drivers and build
new relationships with leading managers both in the
US and Europe.

We are especially pleased with the progress made
in increasing our portfolio weighting to the US in line
with our long-term strategic objectives.

PERFORMANCE OVERVIEW
The potential for COVID-19 to cause
widespread disruption was not evident
at our year end date. The valuation of the
Portfolio at 31 January 2020 was therefore
not negatively impacted by COVID-19 and
does not reflect the subsequent stock market
falls in late February and early March.

Profit growth and realisations drive the
11th consecutive year of double-digit
underlying growth
Continued strong operating performance
and realisations at significant uplifts to
carrying value generated a return of 16.6%
in local currencies, or 14.6% in sterling.
These results represent the 11th consecutive
year of double-digit underlying portfolio
growth, over which time period the Portfolio
return has averaged 16% p.a. in local currencies.

All parts of the Portfolio performed well
and contributed to growth in the year,
with particularly strong performance from
our US, co-investment and ICG portfolios,
with growth driven by a combination of
strong trading performance, realisations,
IPOs and movements in quoted share prices.

Within our high conviction portfolio,
notable contributors include three US
co-investments: PetSmart (a leading US
pet retailer), which successfully listed its
online business, Chewy; Abode Healthcare
(a provider of at-home hospice care), which
was sold during the year at 2.0x cost and
a gross IRR of 69%; and Ceridian (a human
capital management software provider),
which was listed in 2018 and whose share

price increased by almost 80% in the year
taking the return to 4.6x cost. In addition,
three of our recent co-investments alongside
ICG’s flagship European strategy (Domus,
Minimax and Visma) all outperformed the wider
portfolio following strong underlying growth.

Outside of our high conviction portfolio,
Gridiron III, a US mid-market fund which is
currently our second largest fund holding by
value, reported significant gains in the year,
with one of its portfolio companies, Leaf Home
Solutions, driving a significant proportion
of the gain. This follows exceptionally strong
trading performance. The business, which
provides gutter protection solutions that
reduce the requirement for homeowners to
clear gutters, is considered one of the fastest
growing home maintenance companies in the US.

PORTFOLIO OVERVIEW
High conviction investments underpinned
by a portfolio of leading funds
Our strategy is focused on investing in larger
companies, those with leading market positions
and strong management teams as we believe
they will generate the most consistently strong
returns through the cycle. Our Portfolio
combines investments managed by ICG
and those managed by third parties, in both
cases directly and through funds, and at
31 January 2020 the Portfolio was valued at
£806m (31 Jan 19: £695m).

Third party funds were valued at £477m
(31 Jan 19: £407m) providing the Portfolio with
a base of strong diversified returns and also
deal flow for our high conviction portfolio.
The underlying funds are managed by leading

1 This is an APM as defined in the Glossary on pages 96 to 98.

mid-market and large-cap European and US
private equity firms, with a bias to managers
who have a strong defensive growth and
operational focus. Over the last five years this
portfolio has generated a net return of 14% p.a.
in local currencies.

High conviction investments were valued
at £329m (31 Jan 19: £288m). The common
characteristic of our high conviction investments
is that ICG selects the underlying companies,
in contrast to a conventional fund of funds
in which third party managers make all the
underlying investment decisions.

Our high conviction portfolio allows us to
proactively increase exposure to companies
that benefit from long-term structural trends,
those which we believe would be more resilient
in an economic downturn. We are able to
enhance returns and increase visibility on
underlying performance drivers, and we
mitigate the more concentrated risk through
a highly selective approach and our focus on
defensive growth companies. Over the last
five years, high conviction investments have
generated a net return of 19% p.a. in local
currencies and we have a strategic goal to
increase the weighting to these investments
towards 50% – 60% of the overall Portfolio.

Top 30 companies performed well in the year,
dominated by high conviction investments
and defensive growth companies
Our largest 30 companies (‘Top 30 Companies’)
represent 46% of the Portfolio by value
(31 Jan 19: 46%), and are weighted towards
our high conviction investments, which make
up 71% of the Top 30 Companies by value
(31 Jan 19: 70%).

During the year, the Top 30 Companies
performed well, reporting average LTM
earnings growth of 17% and revenue growth
of 12%. It is particularly encouraging that a
quarter of these companies generated LTM
earnings growth in excess of 20% in the year,
driven by both organic growth and M&A
activity. The valuation multiples of the Top 30
Companies increased from 10.9x to 11.7x,
a reflection of the change of mix and weightings,
rather than an increase in aggregate multiples
overall. The net debt/EBITDA ratio remained
relatively unchanged at 4.1x, although mix and
weightings also had an impact with the majority
of companies de-levering in the year on a
like-for-like basis. As we look across the Portfolio,
the growth and valuation trends are similar.

Since the year end the economic landscape
has altered dramatically. In the 71% of the
Top 30 Companies portfolio which are high
conviction investments, there is a strong
bias towards investments in sectors which
have defensive characteristics.

$15M

TOTAL ICG ENTERPRISE INVESTMENT

A LEADING PROVIDER OF BIG
DATA AND PREDICTIVE ANALYTICS

IRI provides data, predictive analytics
and insights to some of the world’s leading
consumer goods manufacturers, retailers,
healthcare and media companies, such as
Pepsi, Nestlé and Unilever. IRI’s services
help them to market, grow their businesses
and take critical business decisions.
It provides most of its services through
an industry leading technology platform,
IRI Liquid Data.

IRI’s software allows its clients to closely track
purchasing trends. This in turn helps clients
understand the changes in consumer and
shopper behaviour across categories, brands,
channels and retailers. IRI offers solutions
to help its clients successfully determine how
to best handle areas such as promotions,
out-of-stock items, pricing and assortment
to meet the changing needs of consumers.

IRI was originally acquired by New Mountain
in 2011. It partially realised its investment
in the company from its third fund in 2018.
ICG Enterprise was invited to participate
alongside a consortium of other institutional
investors. New Mountain continues to be
the largest shareholder in the company and
is actively involved in guiding its operations
and strategy. We were attracted by New
Mountain’s historical success investing in
the company, coupled with its experience
of investing in similar businesses. IRI is a
good example of a defensive growth
business: the ‘mission critical’ nature of its
offering meant that it has historically traded
well through periods of economic volatility.

37%

REALISATION UPLIFT TO PREVIOUS
CARRYING VALUE
(31 JANUARY 2019: 35%)

2.4X

MULTIPLE OF COST OF REALISATIONS
(31 JANUARY 2019: 2.4X)

This includes a number of recent co-investments
in sub-sectors such as software and packaging
which continue to perform well even in the
current climate. We also believe that our
investments alongside ICG will, in addition
to having defensive business models, benefit
from being structured to provide downside
protection. This makes these investments less
sensitive to short-term earnings or valuation
pressure compared to a conventional buyout
deal structure.

Performance in the current environment
will vary between sector and company, and,
while our underlying portfolio companies are
not immune to the impact of a global pandemic,
we believe that the vast majority of our Top 30
Companies are well placed to weather the
current uncertainty and take advantage of any
recovery. Three of our Top 30 Companies are
quoted, and it is worth noting that two of these
have increased in value since 31 January 2020
with Chewy and TeamViewer’s share price

increasing by 64% and 29% respectively1.
The third, Ceridian, has declined since the
onset of the crisis, however, more than a third
of our January holding was sold at a premium
to the January valuation in February 2020.

REALISATIONS
Continued strong realisation activity at
significant uplifts to carrying value and cost
Realisations continued at a healthy level during
the year with £141m2 of cash being generated
from the Portfolio. Although lower than the
historical highs of the two previous years,
at 20% of the opening Portfolio it is in line with
our 10-year average.

The realisation of 48 companies completed
at an average uplift of 37%3 to the previous
carrying value, which is consistent with the
long-term trend of significant uplifts being
generated when companies are sold. The
average return multiple of 2.4x cost was also
strong, reflecting a number of highly successful

investments realised in the year, with 40%
by number being sold for at least 2.5x cost.
Over the last five years exits have averaged 33%
uplift to carrying value and a multiple of 2.3x cost.

The largest realisation in the year came from
our co-investment in Froneri and its associated
fund PAI V which together generated £18m
of proceeds. This fund, which has performed
extremely well, had two assets remaining with
strong prospects but was coming to the end
of its term. PAI therefore offered investors the
opportunity to realise their holdings in these
companies or reinvest into a new vehicle,
PAI Strategic Partnerships, giving more time
to maximise the potential from these companies.
Given the continued strong performance of
Froneri and its future prospects, we decided to
re-invest the majority of the proceeds into the
new transaction ensuring the company remains
in our Top 30 Companies.

The public market listing of technology
investments was a strong source of underlying

valuation gains and proceeds with 15% of
amounts received arising from sales of listed
shareholdings. The partial sell down of human
capital management software provider Ceridian
by Thomas H Lee was the largest contributor
with £11m being returned in the year, mainly from
our co-investment. Permira’s successful listing of
remote support software provider TeamViewer
was also a significant contributor both in terms
of proceeds (£2m) and gain in the year, with the
investment being written up to 13.6x cost as at
31 January 2020, based on the closing share
price at this date. Both of these companies are
in our Top 30 Companies at the year end.

In addition to sales by our underlying managers,
we completed a secondary sale of one of our
third party fund holdings at a premium to the
GP’s valuation, which generated a further £8m
of proceeds. We also completed the sale of two
more holdings, at premiums to the most recent
valuation, shortly after the year end generating
another £5m.

These transactions highlight our active
approach to managing the Portfolio and
we will continue to pursue further sales
opportunistically, taking advantage of
our in-house secondary market expertise.

From our largest 30 underlying companies
at the start of the year, two were fully realised:
Atlas for Men from the third party funds portfolio
and Abode Healthcare from the co-investment
portfolio, both of which generated strong
returns. In addition, our investment in Visma
was partially realised, with our co-investment
managed by Cinven realised, generating a 2.5x
return. We still retain an interest in this company
via an ICG fund holding and co-investment from
a later transaction.

HOW WE CREATE VALUE – OUR INVESTMENT PROCESS AND BUSINESS MODEL

An investment approach
focused on delivering strong
and consistent returns

A dedicated and expert
investment team

A commitment to
responsible investing

A strong track record
and reputation

SOURCE

ANALYSE &
REVIEW

SELECT

INVESTMENT
COMMITTEE
OVERSIGHT

MONITOR
& ACTIVELY
MANAGE

REINVEST
OR RETURN

The team actively sources new
opportunities, maintaining close
relationships with private equity
managers and intermediaries.
As part of ICG, the team also benefits
from proprietary deal flow from
the wider ICG network.

Ahead of any investment, deep and
granular due diligence is undertaken
with strict application of investment
criteria and with the benefit of
insights from ICG.

Once a potential investment
passes our investment criteria,
a detailed investment
recommendation is presented
to the Investment Committee.
This is then discussed and
debated by the Investment
Committee and if approved
moves to legal review.

Underlying performance
is closely monitored and
the Portfolio’s exposures
are actively managed to
ensure consistently
strong performance.

Proceeds from the sales of
portfolio companies are reinvested
in new investment opportunities,
or returned to shareholders through
dividends or share buybacks.

FINANCE AND MITIGATE RISKS

Financial strength is maintained through the cycle, with a rigorous
risk management framework to support long-term investment.

16% P.A.

PORTFOLIO GROWTH OVER THE LAST
FIVE YEARS (LOCAL CURRENCY)

33%

AVERAGE REALISATION UPLIFT
OVER THE LAST FIVE YEARS

2.3X

AVERAGE MULTIPLE OF COST OF
REALISATIONS OVER THE LAST
FIVE YEARS

1 As at 23 April 2020.
2 Refers to proceeds generated from underlying portfolio (excludes secondary sales).
3 Uplift figure excludes publicly listed companies that were exited via multiple share sales.

MANAGER’S REVIEW CONTINUED

NEW INVESTMENTS
Selective new investment
We invested £159m in the year, broadly in line
with the £158m of new investment in the year
to January 2019. 39% of new investment was
into our high conviction portfolio, down from
50% in the year to January 2019. While we had a
similar volume of opportunities compared to the
prior year, we executed fewer co-investments,
given our cautious stance on valuation multiples
being paid for acquisitions. We completed three
US co-investments and the Froneri secondary
transaction, totalling £35m, and one co-investment
alongside ICG (£10m).

OUR PORTFOLIO STRUCTURE

THIRD PARTY FUNDS
PORTFOLIO

► Underlying companies selected by
40 leading private equity managers

► Strong relationships in many cases

over multiple fund cycles

► A base of strong diversified returns

► Source of deal flow and insights for

the high conviction portfolio

► Five-year constant currency returns

of 14% p.a.3

Co-investments have always been a feature
of our strategy and have outperformed both
primary and secondary investments over
the short and long term, generating a local
currency return of 21% p.a. over the last five
years. Our focus remains on defensive growth
businesses with high cash flow conversion
which have demonstrated resilience to
economic cycles. The co-investments made
in the year were:

► DOC Generici is a leading independent
generic pharmaceutical company and
the third largest company in the Italian
pharmaceutical market. It is active in the
supply of drugs for the treatment of all the
common medical conditions with a strong

presence in areas including cardiovascular,
gastrointestinal, metabolism and neurological
treatments. We invested £12m in this company.

► Berlin Packaging is a provider of global
packaging services with a focus on the
food and healthcare industries in which
we invested £9m alongside Oak Hill Capital
Partners. The company provides its clients
with a fully integrated service to design,
finance and commission packaging. It is the
number one distributor of rigid packaging
in North America operating in a $7bn core
addressable market. It has a strong financial
track record and a highly cash generative
business model with demand that has
proved resilient through the cycle.

HIGH CONVICTION
INVESTMENTS

► Underlying companies selected by ICG

► Increases exposure to attractive assets

► Enhances returns, increases visibility

and control

► Enables greater flexibility in portfolio

management

► Targeting 50% – 60% weighting

► Five-year constant currency returns

of 19% p.a.3

H I G H C O N V ICTION INVESTMENTS

14%

THIRD PARTY
DIRECT
CO-INVESTMENTS

59%

H I R D P ARTY FUN

£477M1,3

THIRD PARTY FUNDS PORTFOLIO

The funds portfolio has a bias to
mid-market and large cap European
and US private equity managers.

59%

INVESTED IN THIRD
PARTY FUNDS

22%

ICG MANAGED
INVESTMENTS

THIRD PARTY
SECONDARY
INVESTMENTS

41%

£329M2,3

HIGH CONVICTION INVESTMENTS

Within the ICG weighting, we are invested in
five of ICG’s strategies with a focus on funds
that have a bias to equity returns targeting
annualised gross returns of 15% – 20%.

Of the 21.8% invested with ICG, 10.4% is
via funds (both primary and secondary
investments) and 11.4% is via co-investments.

19.0% of the Portfolio is weighted towards
third party co-investments and secondary
investments.

1 31 January 2019: £407m.
2 31 January 2019: £288m.
3 This is an APM as defined in the
Glossary on pages 96 to 98.

80%

OF THE TOP 25 FINANCIAL
SERVICES FIRMS IN THE US
ARE REGED CUSTOMERS

A LEADING PROVIDER
OF REGULATORY
COMPLIANCE SOFTWARE
SOLUTIONS

$6M

TOTAL INVESTMENT
BY ICG ENTERPRISE

RegEd is a market-leading provider
of compliance related software
solutions. It has relationships with
more than 200 clients, including 80%
of the top 25 financial services firms
in the US. Its clients are primarily
in the insurance, broker-dealer,
and banking sectors in the US.

The company was established in
2000 by a team of former regulators
and is recognised for continuous
innovation in regulatory technology.
Its solutions improve its clients’
workflows, provide data integration
and regulatory intelligence, and help
automate business processes.
RegEd’s products drive enhanced
operational efficiency and enable
its clients to comply with complex
regulations in a cost effective manner
whilst continuously mitigating risk.

RegEd estimates that there are more
than 5,000 insurance and securities
regulatory changes each year.

RegEd’s products allow its clients
to keep pace with these changes.
Technological solutions also allow
processes to be better adapted
to remote working.

ICG Enterprise co-invested alongside
Gryphon Investors in 2019. Gryphon
has a highly thematic approach to
origination and had identified the
company as an attractive investment
following its extensive research into
the governance, risk and compliance
sector. It is partnering with the
successful, existing senior management
team. The company will be chaired
by an experienced senior executive
who is an acknowledged expert in
the governance, risk and compliance
software as a service sector and
an existing member of Gryphon’s
executive advisory board. Gryphon
believes that it can grow the company
through accretive acquisitions.

► VitalSmarts is a US provider of online and
in-person leadership training, our second
co-investment alongside Leeds Equity Partners,
in which we invested £8m. Both the manager
and company have an excellent track record
in corporate education and the deal dynamics
at entry were attractive in terms of both entry
multiple and the company’s capital structure.
The company has worked with over 300 of
the Fortune 500 companies and has a highly
diversified income base.

► RegEd is a leading provider of regulatory
compliance software services, primarily to
broker-dealers, insurance companies and banks
in the United States. The company’s customers
include over 200 blue-chip customers including
80% of the top 25 financial services firms in the
US. We invested £5m in RegEd alongside a new
US manager, Gryphon Investors. We expect
RegEd to benefit from a number of favourable
trends as its clients transition towards greater
automation and less reliance on manual processes.

All of these companies have defensive business
models. Additionally, DOC Generici features
a combination of subordinated debt and equity
investments giving an element of structural
downside protection, a consistent feature
of many of our investments with ICG.

12 new fund commitments to both existing
and new manager relationships
We completed 12 new primary fund commitments
in the year totalling £156m. 11 of these were to
third party managers. Of these third party fund
commitments, six were raised by managers we
have backed successfully before: two European
funds (IK and Cinven), two global funds (Advent
and Permira), and two US funds (Oak Hill and
Gridiron). We also made a commitment to ICG
Europe Mid-Market Fund, ICG’s latest European
fund. The managers we back tend to raise funds
that are oversubscribed and therefore difficult to
access, and the calibre of these managers speaks
to the relationships that we have built with these
firms over many years. A key area of focus in our
selection and due diligence process relates to
the performance of managers during periods
of significant financial stress.

We also added five new manager relationships,
of which three are focused on the US mid-market
(AEA, Gryphon Investors and Charlesbank)
and two are focused on the European market
(Carlyle Europe and Investindustrial). Since the
move to ICG we have built many new relationships
with US managers and they have been a key source
of co-investment and secondary deal flow in addition
to the in-house deal flow that ICG has given the
Company access to. As a result, the Portfolio is
increasingly geographically diverse; of our 29
core manager relationships, 12 are US managers
and we have successfully increased our US
exposure to 30% of the Portfolio.

MANAGER’S REVIEW CONTINUED

$13M

TOTAL ICG ENTERPRISE INVESTMENT
(INCLUDING EXPOSURE THROUGH
THE FUND AND CO-INVESTMENT)

Berlin Packaging offers a compelling
value proposition to both its customers
and manufacturers. For customers,
it provides access to >1,200
manufacturers at advantaged pricing
from its scale. In parallel, it allows
manufacturers to focus on their core
business whilst receiving access
to a fragmented base of >18,000
small customers.

The business model has many features
in line with our defensive growth
strategy: its scale and longstanding
relationships create high barriers
to entry; low customer concentration
and churn; and a long-term track
record of EBITDA growth, including
during the GFC.

Oak Hill originally acquired Berlin
Packaging from Investcorp in 2014.
During its period of ownership, the
business has grown consistently, and
Oak Hill believes there is considerable
further organic and inorganic growth
potential. We were invited to provide
new equity alongside a consortium
of institutional investors as part of a
sale of the business from Oak Hill III
to Oak Hill IV in 2019.

A LEADING PLAYER
IN PACKAGING

Berlin Packaging is a global provider
of rigid packaging (plastic and glass)
and packaging related services.
ICG Enterprise co-invested $10m in
the company in June 2019, alongside
Oak Hill Capital Partners.

Berlin Packaging acts as an
intermediary between packaging
manufacturers and customers,
primarily in North America and with
a growing presence in Europe.
It operates in defensive end-markets
such as food and beverage and
healthcare, offering flexibility across
>40,000 SKUs in plastic, glass and
metal. It does not manufacture any
products, resulting in an asset-light
business model and a highly flexible
cost structure. Additional services
include design, sourcing, warehousing,
logistics and financing.

>1,200

MANUFACTURERS AT ADVANTAGED
PRICING FROM ITS SCALE

1 Refer to pages 93 to 95 of the Supplementary information section, for comparative information.

Over the medium term we expect our weighting
to the US market to further increase to up to
approximately 40% of the Portfolio.

PORTFOLIO ANALYSIS1
Focus on mid-market and large cap companies
The Portfolio is biased towards mid-market
(42%) and large deals (46%) which we view
as more defensive than smaller deals, benefiting
from stronger management teams and often
market-leading positions.

Portfolio increasingly focused on
international markets
The Portfolio is focused on developed private
equity markets, primarily continental Europe (37%),
the US (30%) and the UK (27%). Investments in the
Asia Pacific region represent 6% of value, which is
primarily in developed Asian markets such as South
Korea and Singapore through ICG’s Asia Pacific
subordinated debt and equity team. We have minimal
emerging markets exposure. In line with one of our
strategic objectives, our weighting to the US has
increased from 14% at the time of the move to ICG
in 2016. Over the same period, the UK bias has
reduced from 45%.

Portfolio bias towards sectors with defensive
growth characteristics
The Portfolio is weighted towards more resilient
sectors, such as healthcare, technology and
business services. 23% of the Portfolio is invested
in healthcare (17%) and education (6%), with the
remainder of the Portfolio broadly spread across the
industrial (16%), business services (15%), consumer
goods and services (15%) and technology (14%)
sectors. The company has a lower exposure to the
leisure (8%) and financial (5%) sectors. Within our
exposure to the consumer and industrial sectors,
we have a bias to companies with more defensive
business models with non-cyclical growth drivers
and high recurring revenue streams.

Well-balanced vintage year exposure
Our vintage year exposure is balanced with 44% of
the Portfolio invested in transactions completed in
2016 or earlier, and 56% of the value in investments
made in 2017 or later.

PORTFOLIO BY CALENDAR YEAR
OF INVESTMENT (%)

19.2 19.7

16.2

17.2

8.5

7.7

5.5

1.3

0.3

0.6

0.1

1.3

0.9

1.4

0.1

’07 ’08 ’09 ’10 ’11

’06
and
before

’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20

PORTFOLIO BY INVESTMENT TYPE (%)

Large buyouts

Mid-market buyouts

Small buyouts

Other

PORTFOLIO BY GEOGRAPHY (%)

BALANCE SHEET AND FINANCING
Efficient balance sheet with good liquidity
There was net investment of £10m into
the Portfolio during the period, and,
after allowing for dividends and expenses,
the outstanding cash balance fell to
£14m (2019: £61m). At the year end the
Portfolio represented 102% of net assets,
an increase from 95% at 31 January 2019.

46%

42%

At 31 January 2020, we had uncalled
commitments of £459m, against which we
had available liquidity of £162m (including
£148m of undrawn bank line). Of these
uncalled commitments, £82m were to funds
outside their investment period.

In managing the Company’s balance sheet
our objective is to be broadly fully invested
through the cycle. We do not intend to be
geared for long periods of time. Outstanding
commitments tend to be substantially drawn
down over a four to six-year period with
approximately 10%–15% retained at the end
of the investment period to fund follow-on
investments and expenses. If outstanding
commitments were to follow a linear drawdown
rate to the end of their respective remaining
investment periods, we estimate that
approximately £85m would be called over
the next 12 months. However, it is important
to note that in previous periods of economic
and financial market distress, drawdown
rates from underlying funds slowed materially.

During the year we strengthened the
Company’s financial position by agreeing
a new bank facility of €176m (£148m),
which matures in two equal tranches in
April 2021 and April 2022. Our anticipation
is that economic impact from COVID-19
will result in the rate of realisations from
the Portfolio slowing and this enlarged
facility gives us greater flexibility.

Since the year end, we have drawn £40m
from our facility, taking our gross cash
balances to £56m at 23 April 2020. We have
sufficient headroom within our facility’s
covenants and are well placed to manage
the Portfolio cash flows. As demonstrated
by the secondary sales completed in the
year, we also have a Portfolio that attracts
strong demand in the secondary market
and continue to be active in this market.

Europe

Rest of world

37%

30%

27%

PORTFOLIO BY SECTOR BREAKDOWN (%)

Healthcare and education

Industrials

Business services

Consumer goods and services

TMT

Leisure

Financials

Other

23%

16%

15%

14%

ACTIVITY SINCE THE YEAR END
Since the year end, the Portfolio has continued
to generate cash proceeds. In total £25m of
distributions have been received in the two
months to 31 March 2020 and we have paid
£19m of capital calls. We committed €10m
to Apax X, a global buyout fund, focused
on the Technology and Telecoms, Services,
Healthcare, and Consumer sectors. We also
committed $5m to Hg Saturn 2, a new strategy
with an existing European mid-market manager.

OUTLOOK
We are working closely with our managers to
understand both the immediate and potential
future impact of the COVID-19 pandemic, and
its economic fallout, on the performance of our
portfolio companies. We expect the decline in
public markets seen after the year end and the
broader consequences of COVID-19 on global
economies to have an impact on portfolio
valuations in the months ahead and for the
rate of realisations to slow. The speed of any
recovery, in the medium term, will depend on
business models, end markets and government
policy, and will also vary by geography,
by sector and by company.

ICG Enterprise has a well-diversified Portfolio,
invested primarily in companies with strong
defensive characteristics and weighted
towards more resilient sectors. We invest
with leading managers in the US and Europe
focused on mid-market and larger buyouts,
with a bias towards those with strong in-house
operating teams and capital markets specialists.
The managers that we invest with have access
to capital to support portfolio companies and
significant experience in managing companies
through periods of economic stress. In the
weeks since the crisis unfolded, we have begun
to see some of the benefits of the private equity
model, with managers acting quickly and decisively
to preserve and protect value. We believe private
equity is well suited to dealing with current
market conditions and have confidence that our
managers will be able to adapt to future events.

Our flexible mandate, and in particular our high
conviction approach, allows us to be nimble
and adapt the mix of new investment to
evolving market conditions. While we do not
expect significant new investment activity until
markets stabilise, we are well placed to benefit
from more favourable entry valuations and take
advantage of the opportunities as they arise.

ICG Private Equity Fund Investments Team
27 April 2020

Our 30 largest underlying companies make up 46%
of the Portfolio and are weighted towards our high
conviction investments.

1-10

1. DOMUSVI
Third largest nursing home operator
in Europe, active across all areas of
elderly care including nursing homes,
residential facilities, psychiatric
hospitals and home care services
with market-leading positions in
France and Spain.

Value as %
of portfolio

Manager
Invested
Country

3.6%

ICG
2017
France

3. MINIMAX
A leading global provider of fire
protection systems and services.
Minimax operates an integrated business
model throughout the fire protection
value chain, including R&D, sourcing
and manufacturing, product sales and
distribution, system integration and
associated services.

Value as %
of portfolio

Manager
Invested
Country

2.9%

ICG
2018
Germany

2. CITY & COUNTY

HEALTHCARE GROUP

A leading provider of home care services
with over 100 branches across the UK.
The company provides high-quality
care where trained carers assist with
day-to-day tasks to enable elderly and
disabled people to continue living
independently in their own homes.

Value as %
of portfolio

Manager
Invested
Country

2.9%

Graphite Capital
2013
UK

4. ROOMPOT
A leading operator and developer
of holiday parks with over 30 holiday
parks in the Netherlands and Germany.
Roompot has a leading position in
coastal locations and an impressive
track record in developing new parks
and integrating acquired holiday parks.

Value as %
of portfolio

Manager
Invested
Country

2.5%

PAI Partners
2016
Netherlands

5. PETSMART/CHEWY
A leading in-store and online retailer
of pet products and services in North
America. It operates through over 1,300
stores offering a wide variety of pet
products, in addition to in-store services
such as professional grooming and
training, boarding and veterinary clinics.

Value as %
of portfolio

Manager
Invested

Country

2.4%

BC Partners
2015

USA

High conviction underlying investments

Third party fund underlying investments

7. VISMA
A leading provider of business-critical
accounting, resource planning and
payroll software to small and mid-sized
businesses and the public sector in
the Nordic and Benelux regions with
a customer base of more than
600,000 enterprises.

Value as %
of portfolio

Manager
Invested
Country

1.8%

ICG
2017
Norway

6. LEAF HOME SOLUTIONS
LeafFilter Gutter Protection installs
gutter cover solutions and is one
of the largest home improvement
companies in the US, with multiple
offices across North America.

Value as %
of portfolio

Manager
Invested
Country

2.1%

Gridiron
2016
USA

8. YUDO
The global leader in the production
of mission critical components for
plastic injection moulding. Yudo’s
technology is used in the automotive
parts, electronics, consumer products,
household, medical, closures, packaging
and transportation industries.

Value as %
of portfolio

Manager
Invested
Country

1.8%

ICG
2018
Hong Kong

9. DOC GENERICI
Largest independent generic
pharmaceutical company in Italy and the
third largest player in the Italian market
overall. Employs a large network of
suppliers to maintain an asset light,
agile business model.

Value as %
of portfolio

Manager
Invested
Country

1.8%

ICG
2019
Italy

10. SYSTEM ONE
Provider of specialist staffing services
diversified across the engineering, IT,
scientific and legal sectors. System One
helps some of the largest US companies
staff complex mission critical functions
on a recurring basis and is one of
the largest staffing providers in its
niche sectors.

Value as %
of portfolio

Manager
Invested
Country

1.7%

Thomas H Lee Partners
2016
USA

11-30

Value as %
of portfolio

Manager
Invested
Country

1.7%

ICG
2014
UK

11. SUPPORTING
EDUCATION GROUP
UK’s leading provider of supply
teachers and teaching assistants.
Its offering also includes online
and centre-based tutoring,
teacher training and professional
development, and HR/legal/
compliance services to schools.

13. FRONERI
Created through a joint venture
between R&R and Nestlé ice cream,
Froneri operates in more than 20
countries and is the second largest
manufacturer of ice cream in Europe
and the third largest worldwide.

Value as %
of portfolio

Manager
Invested
Country

1.7%

ICG
2017
France

Value as %
of portfolio

Manager
Invested
Country

1.6%

PAI Partners
2019
UK

Value as %
of portfolio

Manager
Invested
Country

1.5%

Graphite Capital
2014
UK

15. BECK & POLLITZER
A global engineering services
business, serving a range of blue-chip
multinational manufacturing clients.
It operates from 26 offices in 14
countries, providing specialist
installation of new machinery,
relocation of existing machinery
and maintenance services.

17. ENDEAVOR SCHOOLS
An owner and operator of over 50
independent schools across the US.
Endeavor’s strategy is to acquire
private schools and to maintain their
existing identities/local reputation.
The company ensures operational best
practices, regulatory compliance and
provides a number of group services.

19. ICR GROUP
A leading provider of specialist
repair and maintenance services to
the energy industry. ICR’s offering
includes repair and inspection
services, pipe connections and
other engineering solutions used to
service and repair pipes on offshore
platforms and in onshore plants.

Value as %
of portfolio

Manager
Invested
Country

1.4%

New Mountain
2018
USA

Value as %
of portfolio

Manager
Invested
Country

1.4%

Graphite Capital
2017
UK

Value as %
of portfolio

Manager
Invested
Country

1.1%

Graphite Capital
2017
UK

Value as %
of portfolio

Manager
Invested
Country

1.5%

Graphite Capital
2016
UK

Value as %
of portfolio

Manager
Invested
Country

1.4%

Leeds Equity Partners
2018
USA

1.3%

Graphite Capital
2014
UK

Value as %
of portfolio

Manager
Invested
Country

12. GERFLOR
Gerflor creates, manufactures and
markets innovative, decorative and
environmentally responsible solutions
for flooring and interior finishes.
It is the third largest manufacturer
of PVC flooring in the world with its
products used in professional as well
as residential applications.

14. NGAGE
A diversified recruitment company
serving a range of customers within
the public and private sectors in the
UK. nGAGE provides specialist staff
to clients within the health and social
care, social housing, construction and
infrastructure, and engineering sectors.

16. IRI
One of the world’s leading data
providers to the consumer packaged
goods industry. Data provided by IRI
is used to understand product demand
patterns and to guide critical business
decisions around promotional activities,
production and performance.

18. YSC
A provider of leadership consulting
and management assessment services
to corporate and private equity clients
globally. Headquartered in London,
YSC has a further 15 offices in Europe,
North America and Asia Pacific.

20. COMPASS COMMUNITY
An independent provider of fostering
services and child residential care.
The company recruits and places
foster carers with local authority
customers and provides carers
with ongoing training and support.
Compass also operates residential
care homes for children.

High conviction underlying investments

Third party fund underlying investments

21. BERLIN PACKAGING
Global provider of rigid packaging
(plastic and glass) and packaging
related services to a wide range
of industries including food and
beverage, healthcare, chemicals,
and personal and pet care.

Value as %
of portfolio

Manager
Invested
Country

1.1%

Oak Hill Capital Partners
2019
USA

Value as %
of portfolio

Manager
Invested
Country

1.0%

Leeds Equity Partners
2019
USA

23. PSB ACADEMY
A provider of private tertiary
education in Singapore, with a
presence across five regional
campuses in Vietnam, Myanmar and
Indonesia. It has c.10,000 students
undertaking graduate certificates,
diplomas and degrees offered in
partnership with eight globally
recognised universities.

25. CERIDIAN
A provider of outsourced business
processing services, with a broad
range of HR services including
payroll, workforce management,
tax filing, benefits administration,
recruitment, health and wellness,
and HR outsourcing. Ceridian serves
over 25 million users in more than
50 countries.

27. COGNITO
A provider of specialist software
and services to optimise mobile
communications systems for
companies with large field
workforces. Its digital network is
accessed using third party devices
and enables customers to improve
service quality by providing rich,
real-time information.

29. EUROGARAGES
Global operator of petrol stations
with c.5,200 sites across Europe,
US and Australia. It manages branded
petrol stations (BP, Shell, Esso) and
has strategic partnerships with
leading convenience/food-to-go
brands including Starbucks,
Subway and Greggs.

Value as %
of portfolio

Manager
Invested
Country

0.9%

Graphite Capital
2010
UK

Value as %
of portfolio

Manager
Invested
Country

0.8%

TDR Capital
2013
UK

Value as %
of portfolio

Manager
Invested
Country

0.6%

Graphite Capital
2017
UK

Value as %
of portfolio

Manager
Invested
Country

0.6%

Permira
2014
Germany

Value as %
of portfolio

Manager
Invested
Country

1.0%

ICG
2018
Singapore

Value as %
of portfolio

Manager
Invested
Country

0.9%

Thomas H Lee Partners
2007
USA

Value as %
of portfolio

Manager
Invested
Country

0.7%

Graphite Capital
2002 & 2014
UK

Value as %
of portfolio

Manager
Invested
Country

0.6%

TDR Capital
2014
UK

22. VITALSMARTS
Provider of corporate training
courses focused on communication
skills and leadership development.
The company has worked with more
than 300 of the Fortune 500 and
trained 2.4 million people.

24. U-POL
A manufacturer and global distributor
of automotive refinishing products
with a leading position in the UK and
growing presence in the US and key
emerging markets. The company sells
a broad range of high-quality,
branded products worldwide.

26. DAVID LLOYD LEISURE
Europe’s largest operator of premium
racquets, health and fitness clubs
with 98 clubs in the UK and 13 across
mainland Europe. The company
provides an enhanced experience
for its members with swimming,
racquet sports, food and beverage
facilities and children’s areas.

28. RANDOM42
A provider of medical animation
and digital media services to the
healthcare and pharmaceutical
industries. The company generates
scientific animations, which
demonstrate disease mechanisms
and how medical and pharmaceutical
products interact with the human body.

30. TEAMVIEWER
Global provider of cloud-based
software to enable online secure
remote support and collaboration
(including web-conferencing and
file sharing solutions). Listed on the
Frankfurt Stock Exchange in Sept
2019 in one of the largest ever
software IPOs.

A STRONG COMBINATION
OF DIRECT AND FUND
INVESTMENT EXPERIENCE

The Portfolio is managed
by a dedicated investment
team within ICG.

ROLE OF INVESTMENT COMMITTEE

OLIVER GARDEY

1
Head of Private Equity
Fund Investments

COLM WALSH

1
Managing Director

Investment Committee Member

25+ years
Private equity experience

15 years
Private equity experience

Background
Oliver joined the team in the autumn of
2019. He has over 25 years’ experience
in the private equity industry. For the past
decade, he has been a partner at Pomona
Capital where he was a member of the
global investment committee. Prior to
this, he was partner and an investment
committee member at Adams Street,
Rothschild/Five Arrows Capital and J.H.
Whitney & Co. respectively. Oliver was
previously the CEO of Inflight Service
Corp., a global leading aircraft galley
equipment manufacturer, and instrumental
in the buyout, the operational turnaround
and the successful exit of the business.
Oliver graduated magna cum laude from
Brown University and received his MBA
from Harvard Business School.

Investment Committee role
Oliver has overall responsibility for
the development and execution of the
Company’s investment strategy. He has
extensive experience across the private
equity market, as a direct, secondary and
fund investor.

Background
Colm joined the team in 2010. He focuses
on primary funds, co-investments and
secondary transactions and over the
last four years has been responsible for
building up the US investment programme.
He previously worked at Terra Firma in
its finance and structuring team. Prior
to this, he worked at Deloitte where his
clients included a number of private
equity firms. Colm is a graduate of
Economics from the London School
of Economics. He is both a Chartered
Accountant and a CFA Charterholder.

Investment Committee role
Colm brings experience of both fund
and direct investments in Europe and
the US to the Investment Committee.
He has a broad range of relationships
with both managers and investors in
private equity which help provide
insights on new opportunities.

A MULTI-DISCIPLINED TEAM WITH
SIGNIFICANT PRIVATE EQUITY DIRECT
AND FUND INVESTING EXPERTISE

20+ years
Average private equity experience

The Investment Committee is responsible for
the approval of all new investments and the
overall management of the Portfolio, including
any secondary sales.

The Committee includes senior members of the
investment team and senior leadership from ICG,
ensuring a broad perspective on the private
equity landscape and relative value and risk.

PEOPLE

DIVERSITY AND INCLUSION
ICG’s vision is to provide an inclusive and
respectful environment in which each individual
is motivated to make their fullest contribution;
in which they feel fairly recognised, rewarded
and included regardless of age, gender, race,
sexual orientation, disability, religion or beliefs.

ICG has developed a diversity and inclusion
strategy with the aim of increasing diversity and
creating an inclusive workplace. Whilst diversity
is wider than gender balance, and ICG’s
employees represent 31 different nationalities,
it recognises that its female population of 29%
of permanent employees is unrepresentative.
Its strategy will tackle this issue by reviewing
its employee brand, external profile and talent
pipeline, environment and employee retention.

1
Member of the Investment Team

2
ICG oversight and support

DEVELOPING TALENT

ICG considers that training and development
are essential to attract and retain people of the
highest calibre and invests significantly in this area.
Through its performance management system
and actively encouraging managers to deliver
effective career coaching and provide tailored
training opportunities, ICG is able to develop and
enhance core skills, increase technical competency
and develop future leaders.

FIONA BELL

1
Principal

13 years
Private equity experience

Background
Fiona joined the team in 2009 and has
recently taken on responsibility for
European market coverage. She has
worked on a wide range of primary
funds, secondaries and co-investments.
Fiona started her career at KPMG in the
media and private equity groups before
joining JP Morgan Cazenove where
she worked as a corporate broker and
mergers and acquisitions advisor in the
industrials sector. Fiona qualified as
a Chartered Accountant and holds a
degree in Experimental Psychology
from Oxford University.

LIZA LEE MARCHAL

1
Principal

14 years
Private equity experience

Background
Liza joined the team in 2019. She was
previously with GIC Private Equity for
11 years, first in the London office and
most recently in the Singapore office.
During her time at GIC, Liza worked in
both the Direct and Fund Investments
teams. Prior to this, she worked in the
private equity division of Henderson
Global Investors and started her career
in the corporate finance group at
PricewaterhouseCoopers. Liza holds a
degree in Biochemistry from Oxford
University and an MBA from INSEAD.

KELLY TYNE

1
Vice President

LILI JONES

1
Associate

6 years
Private equity experience

5 years
Private equity experience

Background
Kelly joined the team in 2014 and has
worked on a wide range of primary funds,
secondaries and co-investments in Europe
and the US. Prior to this, Kelly was an equity
and fixed income research analyst at First
NZ Capital (Credit Suisse, New Zealand)
and spent three years in the consulting
team at PricewaterhouseCoopers. Kelly
is a graduate in Finance and Accounting
from Otago University.

Background
Lili joined the team in 2019. Prior to this,
Lili was at Ares Management where she
worked in the Direct Lending Investment
team on a range of private equity-backed
transactions. Prior to this, she spent five
years in the Corporate Finance Debt
Advisory and Restructuring businesses
at Deloitte. Lili is a Chartered Accountant
and a graduate from Warwick University
with a first class degree in MORSE
(Maths, Operational Research,
Statistics and Economics).

CRAIG GRANT

1
Analyst

3 years
Private equity experience

Background
Craig joined the team in 2017 and
has worked on a wide range of fund
investments in Europe and the US.
Craig is a graduate of Trinity College
Dublin with an MSc in Finance.

STAKEHOLDER ENGAGEMENT

1
Member of the Investment Team

2
ICG oversight and support

BENOÎT DURTESTE

ANDREW HAWKINS

EMMA OSBORNE

2
Chief Investment Officer
and Chief Executive Officer

2
Head of Private Equity Solutions

2
Senior Adviser

Investment Committee Member

25+ years
Private equity experience

Background
Benoît is Chief Investment Officer and
Chief Executive Officer of ICG. He is
also a member of the Board of ICG Plc
and the Chairman of the BVCA
Alternative Lending Working Group.
Benoît joined ICG in 2002 from Swiss
Re where he was a Managing Director
in the Structured Finance division in
London. Prior to Swiss Re, Benoît
worked in the Leveraged Finance
division of BNP Paribas and in GE
Capital’s telecom and media private
equity team in London. Benoît is a
graduate of the Ecole Superieure de
Commerce de Paris.

Background
Andrew is Head of ICG’s US business
as well as Head of Private Equity
Solutions, the division of ICG which
includes both Strategic Equity and
ICG Enterprise Trust plc. Andrew is
based in New York and also sits on
the investment committee for ICG
Strategic Equity. He was formerly
Partner and Managing Partner
at Palamon Capital Partners and
Vision Capital Partners respectively.
Most recently Andrew was CEO of
NewGlobe Capital Partners, a business
he founded in 2012. He has an LLB in
Law from Bristol University and is a
Chartered Accountant.

Background
Emma was the lead portfolio manager
for the Company for over 15 years,
moving to a senior adviser role at the
end of 2019. Emma joined Graphite
Capital as head of fund investments
in 2004 and led the team move from
Graphite Capital to ICG in early 2016.
Prior to Graphite Capital, Emma held
various roles in private equity including
Merrill Lynch Investment Managers
(private equity funds and co-
investments), Morgan Grenfell Private
Equity (direct equity), Royal Bank of
Scotland (mezzanine), and Coopers
& Lybrand (private equity advisory).
Emma is a Chartered Accountant.

ANDREW LEWIS

IAN STANLAKE

TOM BURKINSHAW

TOM PERRINS

2
General Counsel and
Company Secretary

Background
Andrew joined ICG in 2013 and is
responsible for ICG’s Legal, Company
Secretarial and Compliance functions.
Prior to this, he spent 11 years in legal
practice with Slaughter and May and
Ashurst LLP, specialising in public
and private M&A, company law and
corporate governance. He is qualified
as a Solicitor in England and Wales and
is a graduate of Oxford University.

2
Head of Investor Relations

2
Financial Controller

Background
Ian joined ICG in 2012, and is Head
of Investor Relations and is the CFO
of ICG Enterprise Trust plc. Prior to
joining ICG, Ian was Group Financial
Controller at private equity backed
foreign exchange retail and business
payments business, Travelex. Ian has
a breadth of finance skills covering
all aspects of reporting, business
process changes, corporate
transactions and investor relations,
in both the private equity and listed
plc environments.

Background
Tom joined ICG in 2019 and is
Financial Controller of ICG Enterprise
Trust plc. Prior to joining ICG,
he worked across various roles at
CQS Asset Management and as
Group Financial Accountant at RIT
Capital Partners. Tom qualified as
a Chartered Accountant at Saffery
Champness. He is a graduate in
Mathematics from the University
of Cambridge, and is also a
CFA Charterholder.

2
Manager, Fund Performance
Reporting

Background
Tom Joined ICG in 2016 from Palmer
Capital, a real-estate investment
management company where he
worked as an assistant financial
controller. Tom qualified as a
Chartered Accountant at Buzzacott
LLP where he worked as an audit
supervisor with a focus on financial
services clients. He holds a first-class
degree in Economics from
Nottingham University.

Directors’ duties in promoting the success
of the Company

By understanding our stakeholders, we can factor into
boardroom discussions the potential impact of our decisions
on our stakeholder groups. As an investment trust the Company
does not have any employees.

Under Section 172 of the Companies Act 2006, directors are required
to act in good faith and in a way most likely to promote the success of
the Company. In doing so, the directors must also have regard to the
long-term consequences of their decisions, the interests of the
Company’s various stakeholders, the impact of the Company’s activities
on the community and the environment, and maintaining a reputation
for high standards of business conduct and fair treatment between
members of the Company.

We set out below our key stakeholder groups, how we engage
with them, their material issues and the activity during the year.

The Company is mindful of its responsibilities to its community and
environment, and responsible investing remains a key focus for our
investment team, who continue to work closely with ICG’s ESG team
to ensure that our investment programme is compatible with our
ESG framework. The investment industry has a significant role to
play in achieving the transition to a low carbon economy, in line
with the goals of the Paris Agreement, and we are committed to
supporting this. Further information on the social and environmental
policies of the Manager can be found in the Investing responsibly
section on pages 14 to 17.

OUR SHAREHOLDERS
HOW WE ENGAGE
We engage with our shareholders through a
variety of public and private channels. We ensure
full transparency through our website, our
disclosures to the market and the publication
of quarterly factsheets and a full annual report,
while also conducting general meetings, roadshows
and engagement meetings with key shareholders
to ensure that our investment strategy and
developments are clearly understood.

OUR INVESTMENT MANAGER
HOW WE ENGAGE
The Company exercises continual oversight of
its Manager, ICG, through a series of formal and
informal meetings throughout the year. The Board
of the Company seeks to build relationships at a
number of levels within ICG; as well as our key
relationship with the investment team and its head,
we regularly engage with the Finance, Investor
Relations, Legal and Compliance functions of
ICG and maintain an open dialogue with the Chief
Executive Officer of ICG (who is also a member of
the Investment Committee). The Manager engages
with the General Partners of our investee funds;
the Board provides oversight and strategic
direction for that engagement.

OUR LENDERS
HOW WE ENGAGE
The Manager’s treasury team are the primary
point of contact for our lenders on a day to day
basis. The Manager, with direction from the
Board, maintains regular dialogue with our
core relationship banks to ensure they are kept
informed of the Company’s performance and
banking needs.

OTHER SERVICE PROVIDERS
HOW WE ENGAGE
Our other key service providers such as the
Company’s auditors, fund administration
providers (the ‘Administrator’), the Depositary
and the Registrar, are managed on a day to day
basis by ICG on the Company’s behalf, with
escalation to and oversight by the Board of the
Company as needed. The Chair of the Board or
the Audit Committee also attend relationship
meetings on occasion.

WHAT MATTERS TO THEM
Our shareholders are directly concerned in the
financial performance of the Company and its share
price; they look to the Company to provide access
to a sector of the market, private equity, which they
could not otherwise access. We also believe our
shareholders care about standards of governance
and conduct, and as such we carry out our business
in line with both legal requirements and social and
market standards.

ACTIVITY IN THE YEAR
In addition to presenting at the Annual General
Meeting, our investment team runs a structured
programme of presentations to existing
and potential institutional shareholders after
the publication of the annual and interim
results. The investment team also has regular
discussions with sell side analysts and presents
at industry conferences.

WHAT MATTERS TO THEM
As one of ICG’s largest clients, it is important
to ICG to have a transparent, open and successful
relationship with the Company. We are mutually
interested in both performance of our investments
and the public reputation of the Company, and both
parties work hard to maintain this.

ACTIVITY IN THE YEAR
Staff of ICG have attended, and reported to, all of
our Board and Audit Committee meetings; between
meetings, there have been regular calls, planning
meetings and ad hoc engagements on particular
ongoing matters.

WHAT MATTERS TO THEM
Banks like lending to successful businesses. These are
typically companies which are a low credit risk, comply
with their borrowing terms and provide an adequate
return on the banks’ investment. Providing regular
business updates, while monitoring and forecasting
performance against covenants, is critical.

ACTIVITY IN THE YEAR
During the year, ICG negotiated a new €176m
bank facility that matures in two equal instalments
in April 2021 and April 2022. The negotiations
were led by ICG’s dedicated treasury team and
the facility was agreed on more favourable terms
than the Company’s prior facility.

WHAT MATTERS TO THEM
In order to properly support the Company, these
service providers rely on regular engagement
with the Manager in order to be properly informed
and understand the Company’s activities and
service requirements.

ACTIVITY IN THE YEAR
ICG has conducted regular engagement meetings
with the Administrator, Depositary and Registrar,
while the Board has maintained a regular
assessment of these arrangements including
relationship meetings with those providers. Both
ICG and the Chair of the Audit Committee have
also engaged regularly with Ernst & Young LLP,
the Company’s new auditors, to plan for the
year end audit.

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ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020

KEY PERFORMANCE INDICATORS

A FOCUS ON GENERATING LONG-TERM
GROWTH FOR SHAREHOLDERS

The Company regularly reviews its KPIs to ensure that they are the
most effective metrics for measuring the Company’s performance
and monitoring progress in delivering against its strategic objectives.

NAV PER SHARE TOTAL RETURN

TOTAL SHAREHOLDER RETURN

TOTAL DIVIDEND PER ORDINARY SHARE IN YEAR

PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS

11.2%

12.0%
P.A.

13.1%
P.A.

20.5%

1
YEAR

3
YEARS

5
YEARS

20.5%

14.2%
P.A.

14.0%
P.A.

1
YEAR

3
YEARS

5
YEARS

23P

21P

22P

23P

16.6%

16.0%
P.A.

16.2%
P.A.

2018

2019

2020

1
YEAR

3
YEARS

5
YEARS

RATIONALE
NAV per share total return is shown net of all costs associated with running
the Company and includes the impact of any movement in foreign exchange
on valuations. As it includes all of the components of the Company’s
performance it reflects the attributable value of a shareholder’s investment
in ICG Enterprise.

RATIONALE
Measures performance in the delivery of shareholder value, after taking
into account share price movements (capital growth) and any dividends
paid in the period. The share price total return will differ from NAV per
share total return depending on the movement in the share price discount
to NAV per share.

RATIONALE
The Board recognises a reliable source of income is important for shareholders,
and in the absence of unforeseen circumstances the Board intends to grow
the annual dividend progressively.

RATIONALE
Portfolio return on a local currency basis measures the total movement in
the underlying investment portfolio valuation, without the influence of
foreign exchange movements. It is a measure of the performance of the
underlying managers and the investment team’s selective investment
approach and management of the portfolio.

PROGRESS IN THE YEAR
The Company has continued to build on its strong performance,
reporting NAV total return of 11.2% in the 12 months to 31 January 2020
(31 January 2019: 12.4%).

PROGRESS IN THE YEAR
Share price increased from 822p to 966p, which together with dividends
of 22p paid in the year generated a total shareholder return of 20.5% in
the 12 months to 31 January 2020 (31 January 2019: 3.0%).

The FTSE All-Share Total Return had a return of 10.7% over the same period.

PROGRESS IN THE YEAR
The directors are proposing a final dividend of 8p, which, together with the
interim dividends of 15p, will take total dividends for the year to 23p. This is
a 4.5% increase on the prior year dividend of 22p and a 2.4% yield on the
year end share price of 966p.

PROGRESS IN THE YEAR
The Portfolio generated a local currency return of 16.6% in the 12 months
to 31 January 2020 (31 January 2019: 15.0%), net of management fees and
carried interest charged by the underlying managers.

EXAMPLES OF RELATED FACTORS THAT WE MONITOR
► Performance relative to the wider public market and in particular the FTSE

All-Share Total Return

► Performance relative to listed private equity peer group

► Monitoring of the Portfolio performance

► Valuations provided by private equity managers

► Impact of foreign exchange on valuations

► Effect of financing (cash drag) on performance

► Accretive impact of any share buy backs

► Ongoing charges

► Level of discount in absolute terms and relative to the wider listed private

equity peer group

► Trading liquidity and demand for Company’s shares in conjunction with

marketing activity

EXAMPLES OF RELATED FACTORS THAT WE MONITOR
► Distributable reserves

► Cash balances

► Proceeds received during the year

► Investment pipeline and available financing

EXAMPLES OF RELATED FACTORS THAT WE MONITOR
► Monitoring of the Portfolio performance and watchlist

► Valuations provided by private equity managers

► Performance of the high conviction investments and funds portfolio

► Detailed analysis of the Top 30 Companies’ performance, EBITDA and
revenue growth, leverage, valuation multiples, performance against
investment thesis and exit prospects

► Monitoring of the overall EBITDA and revenue growth, leverage and

valuation multiples of the Portfolio

LINK TO STRATEGIC OBJECTIVE
► Maximising long-term capital growth through a flexible mandate and

LINK TO STRATEGIC OBJECTIVE
► Maximising shareholder returns through long-term capital growth

highly selective approach

► Progressive annual dividend policy

LINK TO STRATEGIC OBJECTIVE
► The Board recognises that a reliable source of growing dividends is an important

LINK TO STRATEGIC OBJECTIVE
► Maximising long-term capital growth through a flexible mandate and highly

part of total shareholder return over both the short and longer terms

selective approach

THE IMPORTANCE OF RISK MANAGEMENT

RISK MANAGEMENT
The execution of the Company’s investment strategy is subject to
risk and uncertainty. The Board and Manager have a comprehensive
risk assessment process, regularly re-evaluating the impact and
probability of each risk materialising and the financial or strategic
impact of the risk.

RISK APPETITE
The Board acknowledges and recognises that in the normal course
of business the Company is exposed to risk and that it is willing to
accept a certain level of risk in managing the business to achieve
its targeted returns.

As part of its risk management framework, the Board considers its
risk appetite in relation to each of the identified principal risks and
monitors this on an ongoing basis. Where a risk is approaching or is
outside the tolerance set, the Board will consider the appropriateness
of actions being taken to manage the risk.

P38
How we manage risk

P40
Principal risks and uncertainties

HOW WE IDENTIFY AND EVALUATE
THE FINANCIAL AND STRATEGIC
IMPACT OF OUR KEY RISKS

The execution of the Company’s investment
strategy is subject to risk and uncertainty and
the Board and Manager have identified a
number of principal risks to the Company’s
business. As part of this process, the Board
has carried out a robust assessment of the
principal risks facing the entity, including
those that would threaten its business model,
future performance, solvency or liquidity.

The Company considers its principal risks (as
well as a number of underlying risks comprising
each principal risk) in four categories:

Investment Risks – the risk to performance
resulting from ineffective or inappropriate
investment selection, execution, monitoring.

External Risks – the risk of failing to deliver
the Company’s investment objective and
strategic goals due to external factors
beyond the Company’s control.

Operational Risks – the risk of loss or missed
opportunity resulting from a regulatory failure
or the failure of people, processes or systems.

Financial Risks – the risks of adverse impact
on the Company due to having insufficient
resources to meet its obligations or
counterparty failure and the impact any
material movement in foreign exchange
rates may have on underlying valuations.

Emerging risks are regularly considered to assess
any potential impact on the Company and to
determine whether any actions are required.
Emerging risks include those related to regulatory/
legislative change and macro-economic and
political change, which in the current year have
included the impact of ESG on the Company
and the UK’s trade negotiations with the EU.

Following the year end, there have been
significant developments in relation to the
COVID-19 outbreak. These developments are
unprecedented and likely to have a material
impact on a number of our principal risks, in
particular on investment performance risk and
valuation risk. The Manager and the Board are
working closely to understand and mitigate the
immediate and potential future impact of the
COVID-19 pandemic, and its economic fallout,
on the Company. The Manager is in regular

contact with the underlying managers, who
have a strong operational focus, to understand
the impact on their portfolios and mitigating
actions that they may take. In addition, the
Company has drawn £40m on its bank facility
since the year end to further strengthen its
liquidity position. Given the rapid escalation
of the crisis, we currently have limited visibility
on the short and longer-term impact of
COVID-19 on the global economy. It is difficult
to fully assess the impact on the Company at
this stage, but clearly a number of risks are
heightened currently.

Other risks, including reputational risk, are seen
as potential outcomes of the core principal risks
materialising. These risks are managed as part
of the overall risk management of the Company.

A comprehensive risk assessment process is
undertaken regularly to re-evaluate the impact
and probability of each risk materialising and
the ﬁnancial or strategic impact of the risk.
Where the residual risk is determined to be
outside of appetite, appropriate action is
taken. Further information on risk factors
is set out within the financial statements.

LOW

Risk tolerance

HIGH

RISK APPETITE AND TOLERANCE

The Board acknowledges and
recognises that in the normal
course of business the Company is
exposed to risk and that it is willing
to accept a certain level of risk in
managing the business to achieve
its targeted returns.

As part of its risk management framework,
the Board considers its risk appetite in
relation to each principal risk and monitors
this on an ongoing basis. Where a risk is
approaching or is outside the tolerance set,
the Board will consider the appropriateness
of actions being taken to manage the risk.

In particular, the Board has a very low
tolerance for financing risk with the aim
to ensure that even under the most severe
stress scenario, the Company is likely to
meet its funding requirements and financial
obligations. Similarly, the Board has a
low-risk tolerance concerning operational
risks including legal, taxation, regulatory
and business process and continuity risk.

INVESTMENT RISKS

Investment performance

Valuation

EXTERNAL RISKS

Political and macro-economic uncertainty

Private equity sector

Foreign exchange

OPERATIONAL

Regulatory, legislative and taxation compliance

People

Information security

The Manager and other third party advisers

FINANCIAL

Financing

RISK MANAGEMENT FRAMEWORK

The Board is responsible for risk management and determining the Company’s overall
risk appetite. The Audit Committee assesses and monitors the risk management framework
and specifically reviews the controls and assurance programmes in place.

BOARD OF DIRECTORS
Responsible for risk management leadership.

Guides and provides counsel.

AUDIT COMMITTEE
Reviews and monitors the risk management process.

Provides regular reporting.

THE MANAGER
Responsible for risk reporting and running the controls assurance
programmes overseen by the Manager’s Risk Committee.

The Company’s management functions are delegated to the Manager
which has its own internal control and risk monitoring arrangements.

INVESTMENT TEAM
Risk management is integral to the
investment process.

FINANCIAL MANAGEMENT
Liquidity and financing must be closely
monitored and reported up.

P48
Corporate governance report

HOW WE MANAGE AND
MITIGATE OUR KEY RISKS

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

INVESTMENT RISKS

INVESTMENT PERFORMANCE
The Manager selects the
fund investments and direct
co-investments for the Company’s
Portfolio. The underlying managers
of those funds in turn select
individual investee companies.

The origination, investment
selection and management
capabilities of both the Manager
and the third party managers
are key to the performance of
the Company.

VALUATION
In valuing its investments in private
equity funds and unquoted
companies and publishing its NAV,
the Company relies to a significant
extent on the accuracy of financial
and other information provided
by the underlying managers to the
Manager. There is the potential
for inconsistency in the valuation
methods adopted by the managers
of these funds and companies and
for valuations to be misstated.

Poor origination, investment selection
and monitoring by the Manager
and/or third party managers could
significantly affect the performance
of the Portfolio.

The Manager has a strong track
record of investing in private equity
through multiple economic cycles.
The Manager has a highly selective
investment approach and disciplined
process, which is overseen by ICG
Enterprise’s Investment Committee
within the Manager, which comprises
a balance of skills and perspectives.
Further, the Company’s Portfolio is
diversified reducing the likelihood
of a single investment decision
impacting portfolio performance.

Stable

The Board reviews the activities
and performance of the Manager
on an ongoing basis and reviews
the investment strategy annually.
Following this assessment and other
considerations, the Board concluded
that there was no material change
in investment performance risk
during the year.

EXTERNAL RISKS

POLITICAL AND MACRO-ECONOMIC
UNCERTAINTY
Political and macro-economic
uncertainty, including impacts from
the UK’s trade negotiations with the
EU, uncertainty around US trade
negotiations or similar scenarios,
could impact the environment in
which the Company and its investment
portfolio companies operate.

Changes in the macro-economic or
political environment could significantly
affect the performance of existing
investments (and valuations)
and prospects for realisations. In
addition, it could impact the number
of credible investment opportunities
the Company can originate.

The Manager actively monitors these
developments, with the support of
a dedicated in-house economist
and professional advisers where
appropriate, to ensure it is prepared
for any potential impacts (to the
extent possible).

Stable

The Board monitors and reviews the
potential impact on the Company
from political and economic
developments on an ongoing basis,
including input and discussions with
the Manager. Incorporating these
views and other considerations, the
Board concluded that there was
no material change in political and
macro-economic uncertainty risk
during the year.

Incorrect valuations being
provided would lead to an
incorrect overall NAV.

The Manager carries out a formal
valuation process involving a
quarterly review of third party
valuations, verification of the latest
audited reports, as well as a review
of any potential adjustments that
are required to ensure the valuation
of the underlying investments are
in accordance with the fair market
value principles required under
International Financial Reporting
Standards (‘IFRS’).

Stable

The Board discussed the valuation
process in detail with the Manager and
the external auditors, including the
sources of valuation information and
methodologies used. Following this
assessment and other considerations,
the Board concluded that there was
no material change in valuation risk
during the year.

PRIVATE EQUITY SECTOR
The private equity sector could fall
out of favour with investors leading
to a reduction in demand for the
Company’s shares.

A change in sentiment to the sector has
the potential to damage the Company’s
reputation and impact the performance
of the Company’s share price and
widen the discount the shares trade
at relative to NAV per share, causing
shareholder dissatisfaction.

Private equity has outperformed
public markets over the long term and
it has proved to be an attractive asset
class through various cycles.

The Manager is active in marketing
the Company’s shares to a wide
variety of investors to ensure the
market is informed about the
Company’s performance and
investment proposition.

Stable

The Board receives regular updates
from the Company’s broker and is
kept informed of all material
discussions with investors and
analysts. Incorporating these
updates and other considerations,
the Board concluded that there was
no material change in private equity
sector sentiment risk during the year.

The Board monitors the discount
to NAV and considers appropriate
solutions to address any ongoing or
substantial discount to NAV, including
share buybacks.

FOREIGN EXCHANGE
The Company has continued to
expand its geographic diversity by
making investments in a number of
countries. Accordingly, a number of
investments are denominated in US
dollars, euros and other currencies
other than sterling.

At present, the Company does not
hedge its foreign exchange exposure.
Therefore, movements in exchange
rates between these currencies may
have a material effect on the underlying
valuations of the investments and
performance of the Company.

The Board regularly reviews the
Company’s exposure to currency risk
and reconsiders possible hedging
strategies on an annual basis.
Furthermore, the Company’s
multicurrency bank facility permits
the borrowings to be drawn in
euros and US dollars, if required.

Stable

The Board reviewed the Company’s
exposure to currency risk and
possible hedging strategies and
concluded that there was no material
change in foreign exchange risk
during the year and that it remained
appropriate for the Company not to
hedge its foreign exchange exposure.

Subsequent to the end of the year, this risk has been
heightened due to the effect of the COVID-19 pandemic.
The Board is keeping this risk under review accordingly.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

OPERATIONAL RISKS

REGULATORY, LEGISLATIVE
AND TAXATION COMPLIANCE
Failure by the Manager to
comply with relevant regulation
and legislation could have an
adverse impact on the Company,
or adherence to such could
become onerous. This includes
the Corporate Governance Code,
Corporation Tax Act 2010, the
Companies Act 2006, the
Companies (Miscellaneous
Reporting) Regulations 2018,
the Alternative Investment Fund
Managers Directive, accounting
standards, investment trust
regulations and the Listing Rules
and Disclosure Guidance and
Transparency Rules.

If applicable law and regulations are
not complied with, the Company
could face regulatory sanction
and penalties as well as significant
damage to its reputation.

The Board is responsible for ensuring
the Company’s compliance with all
applicable regulations. Monitoring
of this compliance, and regular
reporting to the Board thereon,
has been delegated to the Manager.
The Manager’s in-house legal
counsel, supported by the Compliance
and Risk functions, provides regular
updates to the Board covering
relevant changes to legislation and
regulation. The Manager and the
Board ensure compliance with
applicable regulation and legislation
occurs in an effective manner.

Increased

As a result of the Company entering
the FTSE 250 index during the year,
as well as other regulatory and
corporate governance developments,
the financial or reputational impact
resulting from potential regulatory
or legislative failings has increased.
During the year, both the Board and
the Manager’s risk function have
closely monitored and evaluated the
risks resulting from these developments,
and the Company has continued to
enhance its processes and controls
in order to remain compliant with
current and expected legislation.

PEOPLE
Loss of key investment professionals
at the Manager could impair the
Company’s ability to deliver its
investment strategy if replacements
are not found in a timely manner.

If the Manager’s investment team
were not able to deliver, investment
opportunities could be missed
or misevaluated, while existing
investment performance may suffer.

INFORMATION SECURITY
The Company is dependent on
effective information technology
systems at both the Manager and
Administrator. These systems
support key business functions
and are an important means of
safeguarding sensitive information.

A significant disruption to these
IT systems, including breaches of
data confidentiality or cybersecurity,
could result in, among other things,
financial losses, an inability to
perform business critical functions,
regulatory censure, legal liability
and reputational damage.

The Manager regularly updates the
Board on team developments and
succession planning.

The Manager places significant focus
on developing key individuals to ensure
that there is a pipeline of potential
succession candidates internally.
External appointments are also
considered if that best satisfies the
business needs at the appropriate time.

The Company’s investment team
within the Manager has always taken
a team-based approach to decision-
making which helps to mitigate against
key person risk. In addition, no one
investment professional has sole
responsibility for an investment or fund
manager relationship and, to ensure
that insights and knowledge are widely
spread across the investment team,
the team meets weekly to discuss all
potential new investments and the
overall performance of the portfolio.

The Manager’s compensation policy
is designed to minimise turnover of
key people. In addition, the senior
investment professionals are required
to co-invest alongside the Company
for which they are entitled to a share
of investment profits if performance
hurdles are met, which aids retention.

Application of the Manager’s and
Administrator’s information security
policies is supported by a governance
structure and a risk framework that
allows for the identification, control
and mitigation of technology risks.

The adequacy of the systems
and controls the Manager and
Administrator have in place to mitigate
the technology risks is continuously
monitored and subject to regular
testing. The effectiveness of the
framework is periodically assessed.

Decreased

Oliver Gardey was appointed as head
of the Company’s investment team,
succeeding Emma Osborne. As a
result of the successful transition,
the Board believes that the risk in
respect of People has now reduced.

Stable

The Board carries out a formal
assessment of the Manager’s internal
controls and risk management
systems every year. Following this
review and other considerations,
the Board concluded that there was
no material change in information
security risk during the year.

THE MANAGER AND OTHER
THIRD PARTY ADVISERS
(INCLUDING BUSINESS PROCESSES
AND CONTINUITY)
The Company is dependent on
third parties for the provision
of all systems and services.

A significant failure of or disruption
to the Manager, Administrator or
Depositary’s processes could result
in, among other things, financial
losses, an inability to perform business
critical functions, regulatory censure,
legal liability and reputational damage.

Stable

The Audit Committee formally
assesses the internal controls of
the Manager, the Administrator and
Depositary on an annual basis to
ensure adequate controls are in place.

The assessment in respect of the
current year is discussed in the
Report of the Audit Committee
Within the Annual Report.

The Management Agreement and
agreements with other key service
providers are subject to notice
periods that are designed to provide
the Board with adequate time to put
in place alternative arrangements.

In particular, the Company is
dependent on the business
processes of the Manager,
Administrator and Depositary
operating effectively. These systems
support key business functions.

Control failures and gaps in these
systems and services could result
in a loss or damage to the Company.

FINANCIAL RISKS

FINANCING
The Company has outstanding
commitments that may be drawn down
at any time in excess of total liquidity
to private equity funds. The ability
to fund this difference is dependent
on receiving cash proceeds from
investments (the timing of which are
unpredictable) and the availability
of financing facilities.

Stable

The Board received written
reports and updates from the
Manager on at least a quarterly
basis and as appropriate on the
Company’s balance sheet position
and financing arrangements.
Incorporating these reports,
updates and other considerations,
the Board concluded that there
was no material change in financing
risk during the year.

If the Company encountered difficulties
in meeting its outstanding commitments,
there would be significant reputational
damage as well as risk of damages
being claimed from managers and
other counterparties.

The Manager monitors the Company’s
liquidity and covenants on a frequent
basis, and undertakes cash flow
monitoring, and provides regular
updates on these activities to the Board.

It is also possible that the Company
might need to raise new equity to
fund its outstanding commitments.

Commitments are expected to be
mostly deployed over a four-year
period. If necessary the Company
can reduce the level of co-investments
and secondary investments, which
are discretionary, to preserve liquidity
for funding its commitments. The
Company could also dispose of assets.

The Company has a €176m (£148m),
multi-currency bank facility which was
renewed on 2 April 2019. The facility
is split into two equal tranches,
maturing in April 2021 and April 2022.

The total available liquidity as at
31 January 2020 stood at £162.3m,
comprising £14.5m in cash balances
and £147.8m in undrawn bank
facilities. As a result, the available
financing along with the private equity
portfolio exceeded the outstanding
commitments by a factor of 2.1 times.

The Company’s Strategic report is set out on pages 1 to 43
and was approved by the Board on 27 April 2020.

Subsequent to the end of the year, this risk has been
heightened due to the effect of the COVID-19 pandemic.
The Board is keeping this risk under review accordingly.

Jeremy Tigue
Chairman
27 April 2020

GOVERNANCE OVERVIEW

DEAR SHAREHOLDERS
Effective corporate governance is fundamental
to the way ICG Enterprise, and its portfolio
companies, conducts business. By encouraging
entrepreneurial and responsible management,
it supports the creation of long-term, sustainable
value for shareholders and for wider society.

In the current uncertain economic and political
environment, effective oversight of strategy and risk
is particularly important to promote the long-term
success of the Company. In performing this role,
the Board seeks to be responsive to both the evolving
regulatory environment and changing expectations
about the role of business in society.

In particular, the Board seeks to ensure that the
Company’s culture is aligned with its purpose and
values, and that the Company has the necessary
financial and human resources to deliver its strategy.

JEREMY TIGUE
CHAIRMAN

ROLE OF THE BOARD
Strategic oversight
It is the responsibility of the Board to
ensure that there is effective stewardship
of the Company’s affairs. Strategic issues
are determined by the Board and a formal
schedule of operational matters reserved
for the Board has been adopted. In order
to enable them to discharge their
responsibilities, directors have full and
timely access to relevant information.

Compliance with the new Code
The Board applied the principles set out
in the UK Corporate Governance Code
issued by the Financial Reporting Council
in 2018 (the ‘Code’) and had regard to the
supplementary guidance in the AIC Code
of Corporate Governance during the year
ended 31 January 2020.

Board performance evaluation
The Board has a formal process for the annual
evaluation of its own performance and that
of the Chairman, which took place as usual
during the year. The most recent evaluation
concluded that the Board and its members
continue to operate effectively.

Succession planning
The Board’s tenure and succession policy
seeks to ensure that the Board remains well
balanced through the appointment of directors
with a range of skills and experience.

Regular meetings
The Board, which meets at least four
times each year, reviews the Company’s
investment portfolio and investment
performance and considers financial
reports. There is also contact with the
directors between meetings where this
is necessary for the Company’s business.

Meetings

Jeremy Tigue

Alastair Bruce

Sandra Pajarola

Jane Tufnell1

Lucinda Riches

Gerhard Fusenig1

Andrew Pomfret2

1 Appointed mid year.
2 Retired mid year.

Board

4/4

3/3

4/4

2/2

The Board is responsible for the effective stewardship of the Company’s affairs.

BOARD OF DIRECTORS

JEREMY TIGUE
Chairman

JANE TUFNELL
Chair-Designate & member
of the Audit Committee

GERHARD FUSENIG
Member of the Audit Committee

LUCINDA RICHES
Senior Independent Director
& member of the Audit Committee

ALASTAIR BRUCE
Chairman of the Audit Committee

SANDRA PAJAROLA
Member of the Audit Committee

GENDER DIVERSITY

SECTOR EXPERIENCE

Male

Female

50%

Private equity

Financial services

Asset management

33%

17%

50%

BOARD DEVELOPMENTS
APPOINTING A NEW CHAIR
Jane Tufnell joined the Board in
June 2019 and we are delighted
she has agreed to become Chair
with effect from my retirement.
Jane has already made a strong
contribution to the workings of
the Board and we believe she
will be a very effective Chair.

WELCOMING GERHARD FUSENIG
TO THE BOARD
We are delighted that Gerhard
Fusenig joined the Board in
September 2019. Gerhard brings
extensive financial services, asset
management and listed company
experience and on behalf of the
directors, I welcome Gerhard
to the Board.

MANY THANKS TO
ANDREW POMFRET
Andrew Pomfret retired from
the Board in June 2019 having
served for over eight years,
and on behalf of the Board
I would like to thank Andrew for
his wise counsel and guidance.

AUDIT COMMITTEE
ALASTAIR BRUCE – Chairman of the Committee

NOMINATIONS COMMITTEE
JEREMY TIGUE – Chairman of the Committee

JANE TUFNELL

SANDRA PAJAROLA

LUCINDA RICHES

GERHARD FUSENIG

JANE TUFNELL

ALASTAIR BRUCE

SANDRA PAJAROLA

LUCINDA RICHES

GERHARD FUSENIG

The Audit Committee is comprised of five
non-executive directors: Alastair Bruce, Jane Tufnell,
Sandra Pajarola, Lucinda Riches and Gerhard Fusenig.
Alastair Bruce succeeded Andrew Pomfret as
Chairman of the Committee on 1 February 2019.
As set out on pages 46 and 47, the members of
the Committee have a range of recent and relevant
financial experience and also have relevant experience
in the sector in which the Company operates.

KEY RESPONSIBILITIES
Reviewing the interim and annual financial statements,
the effectiveness and scope of the external audit, the
risks to which the Company is exposed and mitigating
controls, and compliance with regulatory and financial
reporting requirements.

All of the directors serve on the Nominations
Committee which meets when necessary to select
and propose suitable candidates for appointment
or reappointment to the Board.

The Committee is chaired by Jeremy Tigue. When
making an appointment, the Board considers the
existing composition of the Board to determine
areas which require strengthening. Independent
external consultants are used to help identify
a shortlist of candidates.

KEY RESPONSIBILITIES
Selecting and proposing suitable candidates for
appointment or reappointment to the Board.

P52
Read more

P60
Read more

P50
Read more

ALL MEMBERS OF THE
BOARD ARE INDEPENDENT
NON-EXECUTIVE DIRECTORS

JEREMY TIGUE
Chairman

JANE TUFNELL
Chair-Designate & member
of the Audit Committee

ALASTAIR BRUCE
Chairman of the Audit Committee

GERHARD FUSENIG
Member of the Audit Committee

SANDRA PAJAROLA
Member of the Audit Committee

Background
Jeremy Tigue was appointed to the Board in
2008 and became Chairman in 2017. He joined
F&C Management in 1981 and was the fund
manager of F&C Investment Trust from 1997
to 2014. He is a non-executive director of The
Mercantile Investment Trust plc, The Monks
Investment Trust PLC and Aberdeen Standard
Equity Income Trust PLC.

Experience
Jeremy brings extensive financial services
experience, having spent 33 years as a fund
manager, including 17 years as the lead manager
of the F&C Investment Trust. He has broad and
deep knowledge of all aspects of investment
company management, governance and
regulation and is a seasoned public company
board member and chairman. He is retiring from
the Board from the end of the AGM in 2020.

Background
Jane Tufnell started her career in 1986 joining
County NatWest, where she jointly ran the
NatWest Pension Fund’s exposure to UK smaller
companies. In 1994 she co founded Ruffer
Investment Management Ltd where she worked
for over 20 years to build the business to an AUM
of £20 billion, before leaving in 2014. Jane is
Chair of Odyssean Investment Trust and a
non-executive director of JPM Claverhouse
Trust, Schroder UK Public Private Trust plc and
Record plc, the currency management specialist.
It is proposed that she should succeed Jeremy
Tigue as Chair of the Company from the
conclusion of the 2020 AGM.

Experience
Jane brings extensive financial services and fund
management experience to the Board. She is
a seasoned public company board member
and chair and has significant experience of all
aspects of investment company management,
governance and regulation.

Background
Alastair Bruce was appointed to the Board
in 2018 and became Chairman of the Audit
Committee in February 2019. Alastair was
Managing Partner of Pantheon Ventures
between 2006 and 2013, having joined the
firm in 1996. During his tenure at Pantheon
Ventures Alastair was involved in all aspects
of the firm’s business, particularly the
management of Pantheon International
Participations PLC (‘PIP’), the expansion
of Pantheon Ventures’ global platform and
the creation of a co-investment business.

Experience
Alastair brings over 25 years of private
equity, investment management and financial
experience to the Board. Through his
involvement with the management of PIP,
he has extensive experience in managing
a listed private equity vehicle.

Background
Gerhard Fusenig was appointed to the Board in
2019. Over the last 25 years, Gerhard has held a
number of senior management roles including
the position of co-COO of Asset Management
and CEO of Core Investments at Credit Suisse,
as well as Global Head of Fund Services at UBS.
Gerhard is a non-executive director of Credit
Suisse Insurance Linked Strategies Ltd and of
SolvencyAnalytics AG. Former directorships
include Standard Life Aberdeen PLC and
Aberdeen Asset Management PLC.

Experience
Gerhard is highly experienced as an executive in
the investment management sector and is also
very familiar with board practices and corporate
governance requirements due to his range of
board positions, including major listed companies.

Background
Sandra Pajarola was appointed to the Board
in March 2013. Sandra has over 30 years of
experience in private equity and financial services.
She was a partner at Partners Group having
served on its global investment committee for
12 years and was key in building up and managing
its primary funds’ investment team and portfolio.
In her role, she also held various board seats
on direct investments as well as advisory board
seats for funds. Sandra is an angel investor in
private equity across Europe and an advisor
to two other investment firms focused on
technological growth and social impact
investment respectively.

Experience
Sandra brings extensive private equity investing
experience having executed a broadly similar
strategy during her time at Partners Group.
As the head of the team there Sandra built
relationships with many private equity managers
in Europe and has a broad perspective on the
private equity industry. Her ongoing roles in the
industry give her valuable insight into the private
equity market across Europe.

LUCINDA RICHES
Senior Independent Director &
member of the Audit Committee

Background
Lucinda Riches was appointed to the Board
in July 2011 and became Senior Independent
Director in June 2018. She worked at UBS
and its predecessor firms for 21 years until
2007 where she was a managing director,
global head of Equity Capital Markets and a
member of the board of the investment bank.
She is a non-executive director of The British
Standards Institution, Ashtead Group plc,
CRH plc and Greencoat UK Wind PLC. She was
awarded a CBE in 2017 for her services to financial
services, British industry and to charity.

Experience
Lucinda brings significant capital markets
experience, having advised public companies
on strategy, fundraising and investor relations
for many years. She also brings extensive
experience as a public company non-executive
director across a variety of businesses,
including two FTSE 100 companies.

CORPORATE GOVERNANCE
The Company is committed to appropriate
standards of corporate governance. The Board
applied the principles set out in the UK Corporate
Governance Code issued by the Financial
Reporting Council in 2018 (the ‘Code’) and
had regard to the supplementary guidance in
the AIC Code of Corporate Governance during
the year ended 31 January 2020. The Board
believes that the way the Company is governed
is consistent with the principles of the UK
Corporate Governance Code and that the
Company has complied with its provisions
save as disclosed herein.

During the year, the Company complied with
the Code save that (a) (as it has no employees
or executive directors) it does not have a
remuneration committee, and (b) does not
have a Chief Executive Officer and for the
reasons set out below did not comply with
the provisions imposing a time limit on the
Chair’s tenure as it does not feel this to be in
the best interests of shareholders. The Board
appointed Jane Tufnell as Chair-Designate
on 23 January 2020 to succeed Jeremy Tigue,
who will step down from the Board after the
AGM in accordance with the revised
Corporate Governance Code. Jeremy Tigue
was an existing non-executive director prior
to his appointment as Chairman in 2017 and
accordingly has exceeded the maximum
recommended time period in the Corporate
Governance Code.

The Board has considered the Principles
and Provisions of the AIC Code of Corporate
Governance (‘AIC Code’). The AIC Code
adapts the Principles and Provisions set out
in the UK Code to make them more relevant for
investment companies. The Board considers
that reporting against the Principles and
Provisions of the AIC Code, which has been
endorsed by the Financial Reporting Council,
may provide more relevant information to
shareholders. The Company has complied
with the Principles and Provisions of the AIC
Code, and will consider during the year
whether to formally adopt it.

A copy of the Code and the AIC Code can
be obtained from the website of the Financial
Reporting Council (www.frc.org.uk) and
the website of the Association of Investment
Companies (www.theaic.co.uk) respectively.

The Board considers that the tenure profile
of the Board, represented by the length of
service of each of its directors, is appropriately
balanced such that Board succession and
renewal planning is managed over the medium
to longer term. The composition of the Board
continues to include directors who bring an
appropriate mix of skills, experience, expertise
and diversity (including gender diversity)
to Board decision-making.

The Board subscribes to the view expressed
within the AIC Code that long-serving
directors should not be prevented from
forming part of an independent majority.
It does not consider that a director’s tenure
necessarily reduces his or her ability to
act independently and, following formal
performance evaluations, believes that each
of the directors is independent in character
and judgement and that there are no
relationships or circumstances which are
likely to affect their judgement.

All of the Company’s directors will seek
re-election at each Annual General Meeting.
The terms and conditions of appointment of
the non-executive directors will be available
for inspection at the AGM.

Each non-executive director is appointed
by a letter of appointment on an ongoing
basis and shareholders vote on whether
to elect/re-elect him or her at every AGM.
A non-executive director will only be
proposed for re-election at an AGM if
the Board is satisfied with the non-executive
director’s performance, independence
and ongoing time commitment. There
is no absolute limit to the period that
a non-executive director can serve for;
however the Board recognises the Code
provisions regarding length of service
and factors these in when considering
whether or not directors’ appointments
should be continued.

During the financial year the Nominations
Committee reviewed the composition of the
Board and identified the capabilities needed
for Board roles and the succession timeframe;
the Committee reviewed the related role
profile submitted to external search consultants
along with the request to prepare a list of
suitable candidates. The Committee then
considered the potential suitable candidates
and agreed a shortlist of candidates.
Following interviews with potential candidates,
the Committee then made recommendations
to the Board on any proposed appointment,
subject always to the satisfactory completion
of all background checks and regulatory
notifications or approvals. The Committee
considered the external commitments of
candidates to assess their ability to meet the
necessary time commitment and whether
there are any conflict of interest matters to
address. This process was followed for the
appointment of Gerhard and Jane. The
Directors’ remuneration report, comprising
the remuneration policy, which shareholders
will be asked to approve at the Annual General
Meeting, can be found on pages 56 to 59.

The Board has considered the Association
of Investment Companies (‘AIC’) Code of
Corporate Governance published in February
2019 which adapts the Principles and Provisions
set out in the Code to make them relevant for
investment companies.

The Company is also subject to the
Alternative Investment Fund Managers
Directive (‘AIFMD’) and has a management
agreement with the Manager to act as its
Alternative Investment Fund Manager
(‘AIFM’). Aztec Financial Services (UK)
Limited acts as its depositary, in accordance
with the requirements of the AIFMD.

Composition and independence
The Board is currently comprised of six
non-executive directors and has had a
number of changes in the Board membership
this year. Andrew Pomfret retired from the
Board on 27 June 2019; Jane Tufnell was
appointed to the Board on 18 April 2019
and Gerhard Fusenig was appointed on
2 September 2019. Gerhard Fusenig was
appointed after the last AGM and will stand
for election at the forthcoming AGM. These
changes build on our already diverse Board
and bring additional experience, ensuring
there is an appropriate balance of skills and
knowledge as the business evolves. There is
no Chief Executive Officer position within
the Company as day to day management of
the Company’s affairs has been delegated
to the Manager. The Board regularly reviews
the independence of its members and,
having due regard to the definitions and
current guidelines on independence
under the Governance Code, considers
all directors to be independent (despite
the length of service of some directors,
in respect of whom it has concluded that
they are independent in judgement and
character). There are no relationships or
circumstances relating to the Company
that are likely to affect their judgement.

During the year, the Board conducted a
process to appoint a Chair to succeed Jeremy
Tigue and concluded that Jane Tufnell should
be invited to fulfil this role. Please see page 50
for further details.

Senior Independent Director
Lucinda Riches is the Senior Independent
Director. She provides support to the
Chairman in his role leading the Board while
also providing challenge to him and acting
as a conduit for any points to be raised in
respect of the Chairman. Following the recent
Board self-evaluation, the Board considers
her to be operating effectively in this role.

Tenure
As discussed on page 50, the Board’s tenure
and succession policy seeks to ensure that
the Board remains well balanced through
the appointment of directors with a range of
skills and experience. The Company has no
employees and given the nature of its business
as an investment company, the Board believes
that while it is important for it to be refreshed
with new members, it is of benefit for at least
one director with considerably longer than
nine years’ experience to be on the Board.

Role of the Board
It is the responsibility of the Board to ensure that
there is effective stewardship of the Company’s
affairs. Strategic issues are determined by
the Board, a formal schedule of operational
matters reserved for the Board has been
adopted in order to enable them to discharge
their responsibilities, and directors have full
and timely access to relevant information.

The Board, which meets at least four
times each year, reviews the Company’s
investment portfolio and investment
performance and considers financial
reports. There is also contact with the
directors between meetings where this
is necessary for the Company’s business.

There is an agreed procedure under which
directors, wishing to do so in the furtherance
of their duties, may take independent
professional advice at the Company’s expense.

The quorum for any Board meeting is two
directors but attendance by all directors at
each meeting is strongly encouraged.

Meetings

Board Nominations Audit

Jeremy Tigue

Alastair Bruce

Sandra Pajarola

Jane Tufnell1

Lucinda Riches

Gerhard Fusenig1

Andrew Pomfret 2

4/4

3/3

4/4

2/2

1 Appointed mid year.
2 Retired mid year.

2/2

1/1

N/A

3/3

2/2

3/3

2/2

1/1

Induction and training
Board training is provided regularly to
ensure that Board members are well placed
to conduct their role. In addition, directors
benefit from training received while sitting
as members of other boards.

New Board members receive a formal induction
on all aspects of the Company’s business.

Performance evaluation
The Board has a formal process for the
annual evaluation of its own performance
and that of the Chairman, which took place
as usual during the year. This process is based
on an open discussion and assessment of the
Board and its committees, with the Chairman
making recommendations to improve
performance where necessary. The most
recent evaluation concluded that the Board
and its members continue to operate
effectively. In line with the Code, an external
evaluation will take place during the current
financial year. This has been slightly delayed
from the previously announced timetable,
partly in order to allow the evaluation to
be conducted once the change of Chair has
occurred and partly due to the constraints
imposed by the COVID-19 pandemic.

Directors’ time commitments
The Company has a policy of ensuring that all
non-executive directors of the Company have
sufficient time to commit to the respective
duties and responsibilities applicable to their
particular Board roles. When making new
appointments, the Board takes into account
other demands on potential candidates’
time and prior to appointment any significant
commitments are disclosed with an indication
of the time involved. In the year under review
the Board assessed the time commitment
of each individual director on external
appointments. Each director’s aggregate
time commitment is discussed with him or
her as part of the annual appraisal process.
In the year under review, all directors were
considered to have sufficient time to commit
to their respective roles on the Board, taking
account of their external appointments.

Board diversity
There are currently three female and three
male directors on the Board. The Board
considers all candidates for Board
appointments and does not discriminate
based on gender or any other factor, making
appointments based solely on the skills and
experience of the candidates. The ongoing
search for new directors is being conducted
on an open basis without any discrimination.

The Board meetings follow a formal agenda,
which is approved by the Chairman and
circulated by the Company Secretary in
advance of the meeting to all the directors
and other attendees. At each Board meeting
every agenda item is considered against the
Company’s strategy, its investment objectives
and its investment policy.

A typical agenda includes:

► a review of investment performance;

► a review of investments and divestments

and asset management initiatives in progress;

► an update on investment opportunities

available in the market and how they fit within
the Company’s strategy;

► a review of the Company’s financial

performance;

► a review of the Company’s financial

forecasts, cash flow and ability to meet
targets, including stressed scenarios and
sensitivity analyses;

► a review of the Company’s financial and

regulatory compliance;

► updates on shareholder and stakeholder

relations;

► updates on the Company’s capital market

activity; and

► specific regulatory, compliance or corporate

governance updates.

The Board was kept fully informed of
potential investment opportunities, along
with wider private equity market intelligence,
through the Board papers prepared by the
Manager. Board meetings also received a
number of presentations from staff of the
Manager, on topics including the global
economic outlook and the Manager’s
approach to Responsible Investing and
ESG. Board papers are disseminated to the
directors via a secure online platform for
reasons of efficiency and cyber security.
The online platform is also used to store relevant
Company documentation, as it provides the
directors with quick and secure access.

Company Secretary
The directors also have access to the advice
and services of the Company Secretary,
Andrew Lewis (on behalf of ICG Nominees
2015 Limited).

During the year under review, four regular
meetings and a strategy meeting were held
and attended by directors as set out in the
table to the left.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSSUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATION
as detailed in note 19 to the financial statements.
In assessing the potential impact of the COVID-19
pandemic on valuations, the diversification and
defensive characteristics of the Portfolio were
also considered. Based on this assessment,
the Board expects that the Company will
remain viable over a three-year period from
the balance sheet date.

JEREMY TIGUE
Chairman
27 April 2020

CORPORATE GOVERNANCE REPORT CONTINUED

A number of additional telephone meetings
regarding routine matters were also held.
In the cases where directors were unable
to attend Board and Committee meetings,
the relevant directors were contacted by the
Chairman before and/or after the meeting
to ensure that they were aware of the issues
being discussed and to obtain their input.
Andrew Pomfret, who retired from the
Board in June 2019, also attended two
Board meetings before his retirement.

Information flows
The Board receives written reports from
the Manager and its advisers on at least
a quarterly basis and as appropriate on
specific matters. Prior to each Board meeting,
directors are provided with a comprehensive
set of papers giving detailed information on
the Company’s transactions, financial position
and performance. The Chairman ensures
that directors are provided, on a regular
basis, with key information on the Company’s
policies, regulatory requirements and its
risk management and control results.

Insurance and indemnities
During the year under review, the Board has
maintained appropriate insurance cover in
respect of legal action against the directors.
The policy does not cover dishonest or
fraudulent actions by the directors.

Stewardship
The Company seeks to make investments in
funds and companies which are well managed
with high standards of corporate governance.
The directors believe this creates the proper
conditions to enhance long-term shareholder
value. The exercise of voting rights attached
to the Company’s Portfolio has been
delegated to the Manager. However, the
Board will be informed of any sensitive voting
issues involving the Company’s investments.

Conflicts of interest
The Company has adopted a policy requiring
all directors to disclose other positions and
also any other matter which may give rise
to a conflict. Such conflicts can then be
considered by the other directors and,
if necessary, either approved or not approved.
Currently there are no material conflicts in
respect of any director.

Anti-bribery and Corruption Policy
The Manager has processes in place to ensure
that bribery and corruption do not take place
within the Manager or the Company. These
include formal policies and regular training
for all staff. The Board has reviewed these
processes and found them adequate.

Whistleblowing Policy and arrangements
The Board and the Audit Committee have
been made aware of the processes the
Manager has in place to ensure that staff of
the Manager may in confidence raise concerns
about possible improprieties in matters of
financial reporting or other matters and
ensure that arrangements are in place for the
proportionate and independent investigation
of such matters and follow up action. The
Manager has established and implemented
processes. These include formal policies and
regular training for all staff.

Internal control around financial reporting
The key features of the Company’s internal
control systems that ensure the accuracy and
reliability of financial reporting include clearly
defined lines of accountability and delegation
of authority, policies and procedures that
cover financial reporting, preparation of
quarterly management accounts, project
governance and a review of the disclosures
within the Annual Report and Accounts from
functional heads. This combined ensures the
disclosures made appropriately reflect the
developments within the Company in the
year and meet the requirement of being fair,
balanced and understandable.

Environmental Policy
Due to the Company’s premium listing on
the London Stock Exchange, the Company
is required to disclose its Environmental
Policy. Further information on the social and
environmental policies of the Manager can
be found in the Investing responsibly section
on pages 14 to 17.

COMMITTEES
Nominations Committee
All of the directors serve on the Nominations
Committee which meets when necessary to
select and propose suitable candidates for
appointment or reappointment to the Board.
The Committee is chaired by Jeremy Tigue
(save in respect of matters relating to the
Chair, when it is chaired by the Senior
Independent Director). When making
an appointment, the Board considers
the existing composition of the Board to
determine areas which require strengthening.
Independent external consultants are used
to help identify a shortlist of candidates.

The Board’s tenure and succession policy
seeks to ensure that the Board is well balanced
by the appointment of directors with a range
of skills and experience. Candidates for the
Board are assessed as to the appropriateness
of their skills and experience prior to their
appointment. The Board does not discriminate
based on gender or any other factor when
considering candidates.

There were two meetings of the Committee
during the financial year.

These related to succession planning for
the Chairman and for the Board as a whole.
Jeremy Tigue was not involved in the discussions
relating to his tenure and successor, which were
led by Lucinda Riches. As a further result of
these discussions, Jeremy Tigue will retire
from the Board from the end of this year’s
Annual General Meeting having served
12 years. The appointment of Jane Tufnell
as Chair-Designate has been announced.
The Committee has also adopted a succession
plan to ensure that succession matters are
appropriately considered in the coming years.

Odgers Berndtson were engaged to support
the appointments of Jane Tufnell and Gerhard
Fusenig. Odgers Berndtson are an underlying
portfolio company in which the Company has
invested but has no day to day involvement
with; they have no other commercial
relationships with the Company.

Remuneration Committee
As the Board is comprised solely of
non-executive directors, the Company
does not have a Remuneration Committee.
The determination of the directors’ fees is
dealt with by the whole Board.

Please see pages 56 to 59 for the Directors’
remuneration report.

Audit Committee
Please see pages 60 to 61 for the Report of
the Audit Committee.

Stakeholder engagement
Please see page 35 for further details.

INTERNAL CONTROLS
The Board, at least annually, assesses the
internal controls of the Manager. There have
been no material adverse findings from
this review. Please see page 61 for details
of this in the Report of the Audit Committee.
The Company does not have an internal
audit function, although the need for such
a function is considered annually.

All of the Company’s management functions
are delegated to the Manager, which has its
own internal audit function.

INVESTOR RELATIONS
Both the Company’s Annual Report and
Accounts, containing a detailed review
of performance and of changes to the
investment portfolio, and Interim Review,
containing updated information in a more
abbreviated form, are made available to
investors either by post or through the
Company’s website. A copy of the latest
Company presentation is available on the
Company’s website. Quarterly releases in
respect of the Company’s performance are
announced to the market and available to
shareholders. At the AGM, a presentation is
made by the Manager and investors are given
an opportunity to question the Chairman,
the other directors and the Manager.
Shareholders are encouraged to attend.

Communication with shareholders is given
a high priority by the Board. The Manager
and all directors, and in particular the
Senior Independent Director, are available
to enter into dialogue with shareholders.
The Manager holds regular discussions
with analysts and existing and potential
institutional shareholders and values the
feedback obtained in this manner.

A structured programme of shareholder
presentations by the Manager to institutional
shareholders takes place following the
publication of the Annual and quarterly
factsheets, including several group lunches
which were attended by several directors.

The Board receives regular updates from
the Company’s broker and is kept informed
of all material discussions with investors and
analysts which helps the directors develop
their understanding of shareholders’ views
and expectations.

A detailed list of the Company’s shareholders
is reviewed at each Board meeting.

Directors can be contacted via the registered
office of the Company (see Useful Information
section).

GOING CONCERN
In assessing the appropriateness of continuing
to adopt the going concern basis of accounting,
the Board has assessed the financial position
and prospects of the Company over the
next 12 months. The Company’s business
activities, together with factors likely to
affect its future development, performance,
position and cash flows, are set out in the
Chairman’s statement on pages 4 and 5, the
Market review on pages 18 and 19, and the
Manager’s review on pages 20 to 27.

As part of this review, the Board assessed
the potential impact of principal risks and
the COVID-19 pandemic on the Company’s
business activities, the Company’s cash

position, the availability of the Company’s
credit facility and compliance with its
covenants, and the Company’s cash flow
projections. Further details of this
assessment, including stress testing and
sensitivity analysis performed, are disclosed
below within the Viability Statement.

Based on this assessment, the Board expects
that the Company will be able to continue
in operation and meet its liabilities as they
fall due for a period of at least 12 months.
Therefore it is appropriate to continue to
adopt the going concern basis of preparation
of the Company’s financial statements.

VIABILITY STATEMENT
In accordance with the UK Corporate
Governance Code, the Board has assessed
the financial position and prospects of the
Company over a longer period than the
12 months required by the ‘going concern’
basis of accounting. The Board has assessed
the viability of the Company over a three-year
period from the balance sheet date, being
a period of time over which the Board can
reasonably assess the Company’s prospects
and over which the majority of the Company’s
commitments will be drawn down.

The Board has carried out a robust
assessment of the principal risks and
their mitigants as noted on pages 38 to 43.
Those considered most significant to the
viability of the Company included those
relating to investment performance, political
and macro-economic uncertainty, and the
ability of the Company to manage its financing
and overcommitment risk.

As noted within the Manager’s review on
pages 20 to 27, during the year the
Company’s financial position was
strengthened by agreeing a new bank facility
of €176m (£148m), which matures in two
equal tranches in April 2021 and April 2022
and is subject to a number of covenants. Since
the year end, the Company has drawn £40m
from its facility, taking the Company’s gross
cash balances to £56m at 23 April 2020.

The Board has assessed the Company’s
ability to remain viable and meet its liabilities
as they fall due through the review of balance
sheet and cash flow projections provided by
the Manager. As part of this, a range of
stressed scenarios and sensitivity analyses
were examined to identify conditions that
might result in the facility’s covenants being
breached. This included the consideration
of possible remedial action that the Company
could undertake to avoid such breaches. Key
variables considered included Portfolio gains
and losses, fund drawdowns and realisations,
availability of the credit facility, exchange
rates, and the impact of remedial actions,

THE DIRECTORS PRESENT THEIR REPORT
AND THE AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2020

The Report of the Directors
should be read in conjunction
with the Strategic report
(pages 1 to 43) and the
Directors’ remuneration
report (pages 56 to 59).

During the course of the year, the Company
purchased 300,000 shares (representing
0.4% of the issued share capital of the Company
on 23 April 2020, being the latest practical
date before publication of this document) at
an average price of 871p, for a total cost of
£2.6m at a weighted average discount of 21%.
These shares are held in treasury.

STATUS OF THE COMPANY
ICG Enterprise Trust plc (the ‘Company’)
is an investment company as defined by
section 833 of the Companies Act 2006
and is registered and domiciled in England
(number 1571089). During the year under
review the Company carried on the business
of an investment trust. The last accounting
period for which the Company has been
approved by HM Revenue & Customs in
accordance with the provisions of Section
1158 of the Corporation Tax Act 2010 is the
year ended 31 January 2020. The Company
will retain its investment trust status with
effect from 1 February 2020 provided it
continues to satisfy the conditions of Section
1158 of the Corporation Tax Act 2010. The
Company has continued to direct its affairs
with the objective of retaining such approval.

The Company’s shares are eligible for
tax-efficient wrappers such as Individual
Savings Accounts (‘ISAs’), Junior ISAs and
Self Invested Personal Pensions (‘SIPPs’).

REPORTING PERIOD
This Annual Report has been prepared for
the year to 31 January 2020.

INVESTMENT POLICY
The Company’s investment policy is set out
on page 55. The Policy has been slightly
updated for brevity and clarity but there have
been no material changes to it since last year.

No material change will be made to the
investment policy without prior
shareholder approval.

PURCHASE OF SHARES
The Company has the authority, subject to
various terms as set out in its Articles and
in accordance with the Companies Act 2006,
to acquire up to 14.99% of the shares in
issue. The Company intends to renew this
authority annually.

DIVIDEND
Quarterly dividends in respect of the
year ended 31 January 2020 were paid
on 6 September 2019 (5.0p per share),
6 December 2019 (5.0p per share) and
6 March 2020 (5.0p per share) for a total
of 15.0p per share. A final dividend of 8.0p
per share will, if approved, be paid on
24 July 2020 to holders of ordinary shares
on the register at the close of business on
3 July 2020. This would bring the total
dividend for the year to 23.0p per share.

DIRECTORS
All of the directors listed on pages 46 and 47
held office throughout the year and up to
the date of signing the financial statements,
except for Jane Tufnell and Gerhard Fusenig
who were appointed as directors on 18 April
2019 and on 2 September 2019 respectively,
and Andrew Pomfret, who retired from the
Board on 27 June 2019. Jane Tufnell and
Gerhard Fusenig will stand for election at
the forthcoming Annual General Meeting.

Sandra Pajarola and Gerhard Fusenig are
both resident in Switzerland. All of the other
directors of the Company are resident in
the UK. The directors’ biographical details
demonstrate the wide range of skills and
experience that they bring to the Board.
In addition to the requirement of the Articles
of Association that one third of the Board is
subject to retirement each year, all directors
are required to submit themselves for
re-election at least every three years.
However, in accordance with corporate
governance principles, the Board has
decided that all directors will submit
themselves for re-election every year.

A thorough review of the Board’s tenure
and succession planning was conducted by
the Nominations Committee during the year,
further details of which can be found in the

Nominations Committee section of the
Corporate governance report. As a result
of this review, the appointments of Jane Tufnell
and Gerhard Fusenig were proposed and it is
also proposed that Jane Tufnell will succeed
Jeremy Tigue as Chair if she is reappointed
by shareholders at this year’s Annual General
Meeting. Jeremy Tigue will retire from the
Board from the end of that meeting.

A thorough review of all directors standing
for re-election has been conducted, which
has been particularly rigorous in the case
of Jeremy Tigue and Lucinda Riches given
their length of service. The review concluded
that all directors bring valuable skills and
experience to the Board and continue to
operate effectively, and accordingly all with
the exception of Jeremy Tigue, who will
be stepping down from the Board, are
recommended for re-election.

MANAGER
ICG Alternative Investment Limited
(‘ICG’ or the ‘Manager’) is the manager
of the Company. ICG is authorised as an
Alternative Investment Fund Manager and is
regulated by the Financial Conduct Authority.

The Manager provides investment
management, company secretarial and
general administrative services to the
Company under a management agreement.
This agreement can be terminated by either
party giving not less than one year’s notice.

The investment management fee payable
under this agreement is calculated as 1.4%
of the investment portfolio and 0.5% of
outstanding commitments to funds in
their investment periods, in both cases
excluding the funds managed directly by
ICG (see Figure 1 on page 53) and by
Graphite Capital (see Figure 2 on page 54).
The effective management fee charged
by the Manager in the year was 1.2% of the
Company’s net assets and the Company’s
ongoing charges ratio was 1.4% as calculated
in accordance with AIC guidance. Further
information around cost disclosures can be
found in the Company’s Key Information
Document on the shareholder information
section of the Company’s website.

For the ICG managed funds (as disclosed
in Figure 1 below) the annual management
charge is between 1.3% and 1.5% of original
commitments for funds in their investment
period, and between 0.8% to 1.5% of
unrealised cost for funds where their
investment period has ended.

For the Graphite managed funds
(as disclosed in Figure 2 on page 54) the
annual management charge is 2% of original
commitments for funds in their investment
period, and between 1% to 2% for funds
where their investment period has ended.

The charges and incentive arrangements
for both ICG and Graphite managed funds
are at the same level as those paid by third
party investors in the funds.

The Board reviews the activities and performance
of the Manager on an ongoing basis, and
reviews the investment strategy annually.

The Board reviews the Company’s investment
record over short and long-term periods,
taking into account factors including the net
asset value per share and the share price as well
as the general competence of the Manager.

The Board also considers the performance
of the Manager in carrying out its company
secretarial and general administrative functions.

In addition, the Audit Committee carries out
a formal assessment of the Manager’s internal
controls and risk management systems
every year.

INVESTMENTS IN ICG FUNDS
Figure 1

Fund

ICG Europe Fund VII1

ICG Europe Fund VI1

ICG Europe Fund V1

ICG Europe Mid-Market Fund1,3

ICG Europe Fund 2006B1

ICG Recovery Fund 2008B1

ICG North American Private Debt Fund II2

ICG Strategic Equity Fund III2

ICG Strategic Secondaries Fund II2

ICG Augusta Partners Co-Investor2

ICG Cross Border2

ICG Velocity Partners Co-Investor2

ICG Asia Pacific III2

Total

The Co-investors are required to contribute
0.5% of the cost of every new fund investment
(excluding those by Graphite Capital funds,
and any ICG fund investments made after
1 February 2016) and direct investment made
by the Company.

If such an investment has generated at least an
8% per annum compound return in cash to the
Company (the ‘Threshold’), the Co-investors
are entitled to receive 10% of the Company’s
total gains from that investment inclusive of
return of cost, out of future cash receipts from
the investment or, very rarely, in specie on the
flotation of underlying portfolio companies.

For investments made before 24 May 2007,
if the Threshold is not achieved the Co-investors
do not recover their contribution. For investments
made after 24 May 2007, the Co-investors
recover their contribution at the same rate as
the Company recovers the cost of its investment.

Further details of these arrangements
can be found in notes 1 and 9 to the
financial statements.

The Board has contractually delegated
responsibility for management of the
investment portfolio and the provision of
accounting and company secretarial services
to the Manager. Custody of unquoted
securities has been contractually delegated
to an FCA regulated third party custodian,
Aztec Financial Services (UK) Limited
(‘Aztec’). Aztec has also been appointed the
Company’s depositary, in accordance with
the Alternative Investment Fund Managers
Directive. Custody of quoted securities
has been contractually delegated to an FCA
regulated third party custodian, Charles
Stanley & Co Limited, although Aztec retains
liability for safeguarding in respect of these
assets. The performance of these third
parties is overseen by the Board as part
of its regular reviews of the Manager.

Based on the above, it is the Board’s opinion that
the continuing appointment of ICG as manager
of the Company on the agreed terms is in the
best interests of shareholders as a whole.

CO-INVESTMENT INCENTIVE SCHEME
ICG and certain of its executives and, in respect
of certain historic investments, the executives
and connected parties of the Former Manager
(together the ‘Co-investors’), are required to
co-invest alongside the Company, for which
they are entitled to a share of investment
profits if certain performance hurdles are
met, as set out below.

Year ended 31 January 2020

Year ended 31 January 2019

Original
commitment
£’000

Remaining
commitment
£’000

33,602

21,001

12,917

16,801

8,840

10,081

7,573

30,292

26,505

18,932

3,786

11,359

22,574

3,257

857

16,801

1,172

6,156

6,371

29,784

14,395

18,137

980

1,122

2,656

213,048

124,262

Fair
value
£’000

13,586

20,012

2,813

(216)

6,326

4,570

1,167

1,429

12,338

4,010

2,971

3,561

11,256

83,823

Original
commitment
£’000

Remaining
commitment
£’000

34,925

21,828

13,426

–

9,188

10,478

7,629

30,516

26,701

19,072

3,814

11,443

31,527

3,448

890

–

2,177

7,285

7,629

29,944

14,946

18,338

1,041

363

4,676

200,463

122,264

Fair
value
£’000

3,332

22,727

4,744

–

6,822

2,855

–

572

13,467

734

3,238

3,516

8,003

70,010

1 Euro denominated positions translated to sterling at spot rate on 31 January 2020 and 31 January 2019.
2 US dollar denominated positions translated to sterling at spot rate on 31 January 2020 and 31 January 2019.
3 Fair value is negative as at 31 January 2020 due to fund expenses incurred while no commitment has yet been drawn.

CAPITAL
As at 31 January 2020, 72,913,000 ordinary
shares of 10.0p each were in issue and fully
paid, including 4,035,945 shares which had
been bought back into treasury. 4,145,945
Treasury Shares, representing 6% of the
Company’s share capital, were held as at
23 April 2020, being the latest practical
date before publication of this document.

Resolutions will be proposed at the
forthcoming AGM to:

► allot up to a maximum of 22,693,128

ordinary shares of 10p each, representing
33% of the Company’s issued share capital
(excluding shares held as Treasury Shares)
as at 23 April 2020; and

► disapply pre-emption rights on up to 10%

of the issued share capital (excluding shares
held as Treasury Shares) to enable the Board
to re-issue any ordinary shares held in
treasury without having first to offer them
to all existing shareholders; and to renew
the directors’ authority to buy back up to
10,308,182 ordinary shares (being 14.99%
of the issued share capital (excluding shares
held as Treasury Shares as at 23 April 2020))
subject to the constraints to be set out in the
proposed resolution. The authority will be
used where the directors consider it to be
in the best interest of shareholders. It is
the current intention of the Board that any
shares thus purchased would be held as
Treasury Shares.

SUBSTANTIAL SHARE INTERESTS
At 23 April 2020, the Company had received
no notifications of disclosable interests in its
issued share capital.

INVESTMENTS IN GRAPHITE CAPITAL FUNDS
Figure 2

Fund

Graphite Capital Partners IX 1
Graphite Capital Partners VIII

Graphite Capital Partners VIII Top Up Fund

Graphite Capital Partners VII

Graphite Capital Partners VII Top Up Fund

Graphite Capital Partners VII Top Up Fund Plus

Graphite Capital Partners VI

Total

GREENHOUSE GAS EMISSIONS
The Company has no greenhouse gas emissions
to report, nor does it have responsibility for
any other emissions producing sources under
the Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013.

TRANSFER OF SHARES AND VOTING RIGHTS
All ordinary shares have equal voting rights.
There are no restrictions concerning the
transfer of securities in the Company, no
special rights with regard to control attached
to securities, no agreements between holders
of securities regarding their transfer known
to the Company, and no agreement to which
the Company is party that affects its control
following a takeover bid.

The Company’s Articles of Association may
be amended by special resolution of the
shareholders in a general meeting. Holders
of ordinary 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.

DISCLOSURE OF INFORMATION
TO AUDITORS
Each of the persons who are a director at the
date of approval of this report confirms that:

► so far as the director is aware, there is no
relevant audit information of which the
Company’s auditors are unaware; and

► each director has taken all the steps that

he or she ought to have taken as a director
in order to become aware of any relevant
audit information and to establish that the
Company’s auditors are aware of that
information. The confirmation is given and
should be interpreted in accordance with
the provisions of section 418 of the
Companies Act 2006.

INDEPENDENT AUDITORS
As set out in the report of the Audit
Committee, Ernst & Young LLP were
appointed as auditors for the year ended
2020 at the Annual General Meeting in 2019
and are recommended for reappointment
by the Audit Committee. A resolution
reappointing them and authorising the
directors to determine their remuneration
will be submitted at the AGM.

ANNUAL GENERAL MEETING
The Annual General Meeting of the Company
will be held at 2a Luttrell Avenue, London,
SW15 6PF on 17 June 2020 at 10a.m.
In accordance with government guidelines
on social distancing, this will be a closed
meeting and shareholders should not
attend. A separate document will be sent
to shareholders in respect of the AGM
which will include details of how to submit
a question for a written answer to be
published on the Company’s website.

By order of the Board,

ANDREW LEWIS
For and on behalf of
ICG Nominees 2015 Limited
27 April 2020

31 January 2020

31 January 2019

Original
commitment
£’000

Remaining
commitment
£’000

30,000

80,000

20,000

35,138

8,157

4,158

71,331

26,367

8,302

6,613

2,123

348

300

–

Fair
value
£’000

2,689

80,008

10,108

10,118

1,879

1,674

–

Original
commitment
£’000

Remaining
commitment
£’000

30,000

80,000

20,000

36,489

8,480

4,458

71,331

30,000

10,260

6,613

3,474

671

600

–

51,618

Fair
value
£’000

(281)

77,626

11,335

9,539

1,556

1,383

4,263

105,421

248,784

44,053

106,476

250,758

CASH
The Company holds cash on deposit with
UK regulated banks or invests it in debt
instruments or money market funds which
themselves invest in such instruments.
These investments are typically very liquid,
with high credit quality and low capital risk.
The Company will limit exposure to any one
bank, issuer or fund to 15% of gross assets.

BENCHMARK
The Company’s benchmark is the FTSE
All-Share Index Total Return. The Board
considers that this provides the most
appropriate reference point for the
Company’s shareholders.

HEDGING
The Company holds investments and makes
fund commitments in currencies other
than sterling and is exposed to the risk of
movements in the exchange rate of these
currencies. From time to time the Company
may put in place hedging arrangements in
order to manage currency risk. The Company
may also from time to time consider hedging
certain other risks of the Company such as
equity market exposure or interest rate risk.

INVESTMENT POLICY

The objective of ICG Enterprise
is to provide long-term growth
by investing in private companies
managed by leading private
equity managers.

INVESTMENT TYPE
ICG Enterprise will typically invest through:

► Primary funds: commitments to private

equity funds during their initial fund raise.

► Secondary funds: acquiring interests in

funds or investments after the fund’s initial
fund raise accessed either directly or
through a fund structure.

► Co-investments: investing alongside leading
private equity managers, or directly, in specific
private companies.

INVESTMENT STAGE
The Company will predominantly gain
exposure to private companies which are
mature, cash generative, profitable businesses
and where the underlying private equity manager
exercises majority control. ICG Enterprise may
invest in other private markets strategies if it
feels that these opportunities would offer
shareholders similar risk-adjusted returns to
its core investment strategy. It does not expect
such investments to constitute a substantial
part of its investment programme.

PORTFOLIO CONSTRUCTION
ICG Enterprise does not have any fixed
allocations to specific sectors or regions,
but aims to be broadly diversified by geography,
industry sector and year of investment.

The Company may invest in either equity
or debt instruments but expects that
underlying investments will mostly be
in equity instruments. It expects that the
majority of its returns will be derived from
capital appreciation.

ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (‘ESG’) MATTERS
ICG Enterprise is committed to its
responsibility to its community and
environment and ESG matters are
considered as part of the investment
process. ICG Enterprise aims to act
responsibly and cautiously as the guardian
of its investors’ capital and ensures that
ESG matters are considered at all stages
of the investment cycle.

QUOTED SECURITIES
ICG Enterprise may from time to time have
underlying interests in quoted companies.
This is typically due to companies which
were originally acquired as private companies
being listed on public markets as part of
an exit strategy. It may hold these interests
through a fund (where the underlying
manager is responsible for exiting the
investment) or directly.

ICG Enterprise does not anticipate acquiring
new listed investments unless directly related
to the execution of its private company
investment strategy.

RISK DIVERSIFICATION
The Company will ensure that its interest in
any one portfolio company, taking into account
direct and indirect holdings, will not exceed
15% of the Company’s total investments at
the time of initial acquisition or subsequent
addition. It is the Company’s policy to invest
no more than 10% of its gross assets in other
listed investment companies.

OVERCOMMITMENT AND USE OF
CREDIT FACILITIES
The Company intends to be overcommitted
in order to ensure a high level of investment.
The Company may from time to time draw on
its pre-agreed borrowing facilities to fund
investment drawdowns and ongoing expenses
of the Company. This allows the Company
to operate a more efficient balance sheet by
reducing the need to retain large cash balances.
ICG Enterprise’s objective is to be broadly fully
invested, while ensuring that there is sufficient
liquidity to be able to take advantage of attractive
investment opportunities as they arise.
We do not intend to be geared other than
for short-term working capital purposes.
The level of overcommitment is monitored
regularly by the Board and the Manager,
taking into account uninvested cash, the
availability of bank facilities, the projected
timing of cash flows to and from the Portfolio,
and market conditions.

1 Fair value is negative as at 31 January 2019 due to fund expenses incurred while no commitment has yet been drawn.

REMUNERATION COMMITTEE
As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination
of the directors’ fees is dealt with by the whole Board.

STATEMENT BY CHAIRMAN OF THE BOARD
In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013,
the Company presents its Remuneration Policy and Remuneration Report separately.

The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the directors
are entitled to, and how this supports the Company’s long-term strategy and performance. All provisions of this policy are expected to remain
in effect until the Annual General Meeting in 2020 when the Company is next required to submit its policy on the remuneration of its directors
to the members. At the 2020 Annual General Meeting, the Remuneration Policy as set out below will be resubmitted to a vote of shareholders.
No changes are proposed to the Remuneration Policy.

The Remuneration Report sets out how the Remuneration Policy has been implemented in the year.

In accordance with the Remuneration Policy set out below, the Board performed an annual review of directors’ fees. The fees payable
to the directors were adjusted to reflect the growth of the Company and the remuneration levels of other comparable investment trusts.

Components of remuneration package

Basic directors’ fee

Additional fee for Chairman

Additional fee for Chairman of the Audit Committee

Additional fee for other members of the Audit Committee

Year ended
31 January 2020
£

Year ended
31 January 2019
£

37,500

21,900

6,100

3,900

36,400

21,300

5,900

3,800

REMUNERATION POLICY
It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors in the
wider industry, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the Company’s
Articles of Association. It is not the Company’s policy to include an element of performance related pay; all fees are paid in cash rather than any
other instrument. The Remuneration Policy has been unchanged for a number of years and is unchanged since the last shareholder approval
at the 2017 Annual General Meeting.

The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total
of £350,000 per annum.

The Company’s performance is measured against the FTSE All-Share Index Total Return as this is considered to be the most appropriate
benchmark. The level of fees for directors is reviewed annually, in arrears, by the Board and any adjustment back-dated to the start of the
financial year. Given the prevailing market environment, the Board has decided that there will be no increase in directors’ fees for the year
ended 31 January 2021.

Share price performance1

ICG Enterprise share price

FTSE All-Share Index

400

350

300

250

200

150

100

386

211

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to starting point of 100.

The Board considers the Remuneration Policy as described on the previous page to be effective in supporting the short and long-term strategic
objectives of the Company by ensuring that the Company continues to be able to recruit and retain non-executive directors who are suitably
qualified and experienced to supervise the Company’s affairs.

Service contracts
It is not the Company’s policy to enter into service contracts with its directors. No director has a service contract with the Company.
The directors each serve under a letter of appointment.

Notice period and loss of office payment policy
The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any provision
of the Articles of Association. It is not the Company’s policy to enter into arrangements that entitle any of the directors to compensation
for loss of office. No director is entitled to any such compensation.

Statement of consideration of conditions elsewhere in the Company
The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees when
setting and implementing the Remuneration Policy.

Statement of consideration of shareholder views
The Company places great importance on communication with its shareholders. The Board confirms that no negative views were expressed
in relation to its Remuneration Policy during the year.

DIRECTORS’ REMUNERATION
The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is indicated below.

The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended 31 January 2020
(2019: £nil).

Relative importance of spend on pay
The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to 31 January 2020
and the prior year. This disclosure is a statutory requirement. However, the directors consider that this comparison is not meaningful as its objective
is to provide shareholders with long-term capital growth and share buybacks and the dividend forms only a small part of total shareholders’ returns.

Components of remuneration package

Directors’ remuneration

Shareholder distributions in the year (including share buybacks)

Remuneration in the year (audited)

Year ended
31 January 2020
£ ’000

Year ended
31 January 2019
£ ’000

256

17,803

229

15,247

Name

Jeremy Tigue

Jane Tufnell

Sandra Pajarola1

Andrew Pomfret

Lucinda Riches

Alastair Bruce

Gerhard Fusenig1

Peter Dicks

Total

31 January 2020

Fees
£’000

Taxable benefits
£’000

Total
£’000

Fees
£’000

Taxable benefits
£’000

Total
£’000

31 January 2019

–

251

–

256

–

225

–

229

1 Sandra Pajarola and Gerhard Fusenig are resident in Switzerland and the Company has agreed to pay for their costs of travel to London (including appropriate accommodation)

to attend meetings of the Board. These costs are presented gross of tax as taxable benefits.

Directors’ shareholdings and share interests (audited)
The beneficial interests of the directors in the shares of the Company are shown below. There is no requirement for the directors to own
securities of the Company. Save as disclosed below, no director had any notifiable interest in the securities of the Company.

Name

Jeremy Tigue

Jane Tufnell

Sandra Pajarola

Lucinda Riches

Alastair Bruce

Gerhard Fusenig

Total

Year ended
31 January 2020
Number of shares

Year ended
31 January 2019
Number of shares

94,260

10,000

6,000

20,000

15,000

11,000

156,260

94,260

–

6,000

20,000

10,000

–

130,260

Note that Andrew Pomfret, who retired from the Board in June 2019, held 20,000 shares at the date of his retirement and as at 31 January 2019.
There has been no change in the number of shares held by the existing directors since the year end.

Statement of shareholder voting
The Remuneration Policy was last approved at the Annual General Meeting on 13 June 2017, with the following votes cast:

Votes

For

Against

Withheld

Number

18,119,310

337,763

163,061

98.2

1.8

At the Annual General Meeting held on 27 June 2019, a resolution to approve the Directors’ Remuneration Report for the year ended 31 January 2019
was passed on a poll. The final proxy figures are as follows:

Votes

For

Against

Withheld

Number

21,859,584

229,694

136,136

99.0

1.0

The Board does not consider the numbers of votes against these resolutions to be significant.

Resolutions to approve Directors’ Remuneration Report and Policy
A resolution to approve the Remuneration Report for the year ended 31 January 2020 and the Remuneration Policy will be put to the members
at the forthcoming Annual General Meeting.

On behalf of the Board:

Jeremy Tigue
Chairman
27 April 2020

ALASTAIR BRUCE
CHAIRMAN OF THE COMMITTEE

COMMITTEE MEMBERS

Alastair Bruce (Chairman of the Committee)

Jane Tufnell

Gerhard Fusenig

Sandra Pajarola

Lucinda Riches

KEY RESPONSIBILITIES
Reviewing the interim and annual financial statements, the effectiveness
and scope of the external audit, the risks to which the Company is exposed
and mitigating controls, and compliance with regulatory and financial
reporting requirements.

ACTIVITIES IN THE YEAR INCLUDED

Three meetings held in the financial year, all were quorate.

Transition of the Company’s auditors.

Comprehensive review of the risk management framework
and quarterly risk assessment process.

INTRODUCTION
The Audit Committee is comprised of five
non-executive directors: Alastair Bruce,
Sandra Pajarola, Lucinda Riches, Jane Tufnell
and Gerhard Fusenig. As set out on pages
46 and 47, the members of the Committee
have a range of recent and relevant financial
experience. They also have relevant experience
in the sector in which the Company operates.

The Committee operates within written
terms of reference, which are available within
the Corporate governance section of the
Company’s website, clearly setting out its
authority and duties. The primary role of the
Committee is to review the interim and annual
financial statements, the effectiveness and
scope of the external audit, the risks to which
the Company is exposed and mitigating controls,
and compliance with regulatory and financial
reporting requirements. The Committee also
provides advice to the Board on whether
the Annual Report and Accounts, taken as a
whole, are fair, balanced and understandable.

The Committee meets at least three times a
year. A quorum is any two of the members
of the Committee but attendance at each
meeting is strongly encouraged.

Three meetings were held in the financial year,
and all were quorate. In addition, there was
one sub-Committee meeting to review
aspects of the Annual Report in March 2020.
The Company’s auditors, Ernst & Young LLP
(‘EY’), attended all meetings. The Committee
also has direct access to the auditors as
necessary at other times and the opportunity
to meet the auditors without the Manager
being present.

The main matters discussed at these meetings
were the transition of the Company’s auditors,
the review of the Company’s internal controls,
the annual plan of the auditors, the report
of the auditors following their audit, the
effectiveness of the audit process and the
independence of the auditor, the annual and
interim financial statements and the Company’s
risk management framework and principal risks.

AUDIT INDEPENDENCE AND EFFECTIVENESS
EY were appointed as auditors for the year
ended 2020 at the Annual General Meeting
in 2019, succeeding PriceWaterhouseCoopers
LLP who had been the Company’s auditors
since 1981. The Company has complied with
the terms of the September 2014 Competition
and Markets Authority Order, including in
respect of audit tendering.

The Audit Committee has reviewed the provision
of non-audit services and believes them to
be cost-effective and not an impediment to
the auditors’ objectivity and independence.
Details of the total fees paid to EY by the
Company are set out in note 4 to the accounts.
In the year ended 31 January 2020, £53,000
(2019: £58,833) in respect of non-audit
services was payable by the Manager to the
auditors for agreed upon procedures testing
over the controls of the Manager to the
Audit Committee. It has been agreed that
all non-audit work to be carried out by the
external auditors must be approved in advance
by the Audit Committee, and in line with the
latest guidelines for the provision of non-audit
services by the Company’s auditors.

The Committee reviews the performance
of the auditors each year. The Committee
considers a range of factors including the
quality of service, their expertise and the
level of audit fee.

Ensuring an effective transition to EY as
auditors has been a key focus of the
Committee during the year and I have been
pleased with the work undertaken by both
the Manager and EY as part of this transition.
Throughout this process, the Committee
felt that EY demonstrated a commitment to
providing the Company with a high-quality,
focused audit, and I look forward to building
on this relationship and the fresh insights
that they will bring to the Committee.

The Committee accordingly recommends that
Ernst & Young LLP be appointed auditors for
the year ending 31 January 2021.

Alastair Bruce
Chairman of the Audit Committee
27 April 2020

SIGNIFICANT ISSUES IN RELATION TO THE
FINANCIAL STATEMENTS
Valuation of the investment portfolio
In its review of the financial statements,
the Committee considers whether the
investment portfolio is fairly valued. Before
the year end, the Committee discussed the
valuation process in detail with the Manager
and reviewed the plan of the external auditors
to ensure that it was appropriately designed
to provide assurance over the valuation of
the Portfolio. After the year end, the Manager
reported the results of the valuation process,
including the sources of valuation information
and the methodologies used. The auditors
separately reported the results of their audit
work to the Committee. The Committee
concluded that the valuation process had
been properly carried out and that the
investment portfolio had been fairly valued.

Going concern and viability
In order to support the Board in determining
that it is appropriate to continue to adopt
the going concern basis of preparation
of the Company’s financial statements,
the Committee has challenged and assessed
the key assumptions underpinning that
decision. This included an assessment of the
Company’s business activities, as set out in
the Chairman’s statement on pages 4 and 5,
the Market review on pages 18 and 19, and
the Manager’s review on pages 20 to 27;
the principal risks and their mitigants,
as noted on pages 38 to 43; and ability to
manage its liquidity and overcommitment
levels over the period of 12 months from
the date of this report, incorporating the
Company’s balance sheet and cash flow
projections provided by the Manager.
These projections included scenarios with
varying levels of Portfolio gains and losses,
fund drawdowns and realisations, availability
of the credit facility, exchange rates, and
possible remedial action that the Company
could undertake if required in the event of
significant Portfolio declines. Further details
around liquidity risk and overcommitment
risk are detailed on page 87 within the notes
to the financial statements. Accordingly,
the Committee was satisfied that the ‘going
concern’ basis of accounting remained
appropriate for the Company.

OTHER MATTERS
Auditing standards require the auditors to
identify and consider the risks of material
misstatement, including fraud in revenue
recognition and of management override
of internal controls. The auditors also focus
on a number of key audit matters that, in the
auditors’ professional judgement, were of
most significance in the audit of the financial
statements of the current period.

Following a thorough review, and discussion
with the Manager and the auditors, the
Committee has advised the Board that the
Annual Report and Accounts for the year
ended 31 January 2020, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
position and performance, business model
and strategy.

INTERNAL CONTROLS AND NEED FOR
AN INTERNAL AUDIT FUNCTION
The Board has overall responsibility for
the Company’s systems of internal controls
and for reviewing their effectiveness.
The purpose of the controls is to ensure that
the assets of the Company are safeguarded,
proper accounting records are maintained
and the financial information used within
the business and for publication is reliable.

The Committee regularly reviews, identifies
and evaluates the risks taken by the Company
to allow them to be appropriately managed.

All of the Company’s management functions
are delegated to the Manager which has
its own internal control and risk monitoring
arrangements. The Committee makes a
regular assessment of these arrangements,
with reference to the Company’s risk matrix.

The Committee also reviewed a Statement of
Internal Controls for the year to 31 January 2020
which sets out the key internal controls
over the administration of the Company’s
investments. As in previous years, the
auditors were engaged to carry out agreed
upon procedures to test these controls.

In accordance with the Alternative Investment
Fund Managers Directive (‘the Directive’),
the Company has appointed Aztec Financial
Services (UK) Limited (‘the Depositary’)
as depositary. The Depositary’s responsibilities
include the monitoring of the cash flows
of the Company, the safekeeping of the
Company’s assets, and the general oversight
of the Company including its compliance with
its investment policy. The Audit Committee
has reviewed the Depositary’s reports
for the period from 1 February 2019 to
31 January 2020, that set out the testing
and procedures carried out by the Depositary
to satisfy itself that it is fulfilling its obligations,
and that the Company was operating in
accordance with the Directive. The report
did not identify any issues.

The Committee considers, therefore, that an
internal audit function specific to the Company
is unnecessary.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSSUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATIONADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED)

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Given the change of manager from 1 February
2016, the amounts paid to senior management
of the Manager are spread across a significantly
wider set of alternative investment funds
(‘AIFs’), however the functions performed
are not significant and have therefore not
been disclosed.

Co-investment incentive scheme
The incentive paid by the Company during
the year ended 31 January 2020 is disclosed
in note 9 to the financial statements.

Remuneration and incentivisation
policies and practices
The overriding principle governing the
Manager’s remuneration decisions is that
awards, in particular of variable remuneration,
do not encourage risk taking which is
inconsistent with the investment objectives
(and therefore risk profiles) of the funds
managed by the Manager.

Remuneration consists of salary, bonus and
co-investment incentives.

The co-investment incentive arrangements
are intended to closely align the interests
of shareholders and the Manager – under
these arrangements, payments may only
be made when investment profits have been
realised in cash. The operation of these
arrangements is set out in the Report of
the Directors on pages 52 to 54.

The Manager has a remuneration committee
which takes remuneration decisions.
The committee takes into account the short
and long-term performance of the Manager,
of the funds managed by the Manager,
and of individuals.

clients, fund investors and corporate investors.
Details of ICG’s governance and risk framework
can be found in ICG’s annual report which is
available on request or at www.icgam.com.

RISK PROFILE AND RISK MANAGEMENT
The risks and uncertainties facing the
Company are regularly reviewed by the
Board, the Audit Committee and the Manager.
The principal risks faced by the Company
and the approach to managing those risks
are set out in Principal risks and uncertainties
(pages 40 to 43).

The sensitivity of the Company to market,
credit and investment, and capital risk is
discussed in note 17 of the financial statements
(page 87). The risk limits currently in place in
respect of the diversification of the portfolio
and credit risk are set out in the Investment
policy (page 55).

MATERIAL CHANGES
There have been no material changes in
relation to the matters described in Article 23
of the Directive.

REMUNERATION
Under the Alternative Investment Fund Managers
Directive (‘AIFMD’), we are required to make
disclosures relating to remuneration of certain
staff working for the Manager, which acted as
manager of the Company throughout the year
ended 31 January 2020.

Amount of remuneration paid
The Manager paid the following remuneration
to staff in respect of the financial year ending
on 31 January 2020 in relation to work on
the Company:

Fixed remuneration

Variable remuneration

Total remuneration

Number of beneficiaries

£’000

1,665

1,230

2,895

The above disclosures reflect those staff of
the Manager involved in the management of
the Company, and only to the extent that their
remuneration is attributable to the activities
of the Manager in respect of the Company.
It is not possible to attribute remuneration
paid to individual staff directly to income
received from any fund and hence the above
figures represent a notional approximation
only. Variable remuneration includes carried
interest received.

The Company is an alternative
investment fund (‘AIF’) for the
purposes of the Alternative
Investment Fund Managers
Directive (Directive 2011/61/
EU) (‘AIFMD’) and the
Manager was appointed as its
alternative investment fund
manager (‘AIFM’) for the
purposes of the AIFMD.

The Directive requires certain disclosures
to be made in the Annual Report of the
Company. Many of these disclosures are
included in other sections of the Annual
Report and Accounts, principally the
Strategic report (pages 1 to 43), Governance
(pages 44 to 63) and Financial statements
(pages 64 to 90). This section completes
the disclosures required by the Directive.

ASSETS SUBJECT TO SPECIAL
ARRANGEMENTS
The Company holds no assets subject to
special arrangements arising from their
illiquid nature which are unusual within the
context of the fund.

LEVERAGE
The Company has no borrowings and therefore
is not currently levered. The Company will not
employ leverage in excess of 30% of its gross
asset value.

PROFESSIONAL LIABILITY OF THE MANAGER
In accordance with the requirements of the
Directive, the Manager holds additional capital
to cover potential professional liability risks.
In addition, the Manager holds professional
indemnity insurance.

REDEMPTION RIGHTS
The shares of the Company are listed on the
London Stock Exchange.

Shareholders may buy and sell shares on that
market. As the Company is closed ended,
shareholders do not have the right to redeem
their investment.

FAIR TREATMENT OF SHAREHOLDERS
The Manager is governed by a board consisting
of both non-executive and executive directors
which oversees and manages the ICG group
of which the Manager is part. ICG has a number
of committees that assist in this regard,
together with a risk function that through a
risk framework assists in the identification,
control and mitigation of the ICG group’s
risks. This includes, but is not limited to, the
fair treatment of the ICG group’s regulatory

The directors are responsible for
the maintenance and integrity of the
Company’s website.

Legislation in the United Kingdom governing
the preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.

Having taken advice from the Audit Committee,
the directors consider that the Annual Report,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy.

Each of the directors, whose names and
functions are listed on pages 46 and 47,
confirm that, to the best of their knowledge:

► the financial statements, which have been
prepared in accordance with IFRS as
adopted by the European Union, give a true
and fair view of the assets, liabilities, financial
position and profit of the Company; and

► the Strategic report includes a fair review

of the development and performance of the
business and the position of the Company,
together with a description of the principal
risks and uncertainties that it faces.

On behalf of the Board:

Jeremy Tigue
Chairman
27 April 2020

The directors are responsible
for preparing the Annual
Report, the Directors’
remuneration report and
the financial statements in
accordance with applicable
law and regulations.

Company law requires the directors to
prepare financial statements for each
financial year. Accordingly, the directors
have prepared the financial statements in
accordance with International Financial
Reporting Standards (‘IFRS’) as adopted
by the European Union. Company law also
requires that the directors do not approve the
financial statements unless they are satisfied
that they give a true and fair view of the state
of affairs of the Company and of the profit or
loss of the Company for the relevant period.
In preparing these financial statements,
the directors are required to:

► select suitable accounting policies and then

apply them consistently;

► make judgements and accounting estimates

that are reasonable and prudent;

► state whether applicable IFRS, as adopted

by the European Union, have been followed,
subject to any material departures disclosed
and explained in the financial statements; and

► prepare the financial statements on a going
concern basis unless it is inappropriate to
presume that the Company will continue
in business.

The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Company and enable them to ensure that
the financial statements and the Directors’
remuneration report comply with the
Companies Act 2006 and, as regards the
Company’s financial statements, Article 4
of the International Accounting Standards
Regulation (EC) No 1606/2002. They are
also responsible for safeguarding the assets
of the Company and for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.

OPINION
We have audited the financial statements of ICG Enterprise Trust plc (‘the Company’) for the year ended 31 January 2020 which comprise the
Income Statement, Balance Sheet, Cash Flow Statement and Statement of Changes in Equity and the related notes 1 to 19, including a summary
of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

► give a true and fair view of the Company’s affairs as at 31 January 2020 and of its profit for the year then ended;

► have been properly prepared in accordance with IFRSs as adopted by the European Union; and

► have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report
below. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO PRINCIPAL RISKS, GOING CONCERN AND VIABILITY STATEMENT
We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs (UK) require us to report
to you whether we have anything material to add or draw attention to:

► the disclosures in the annual report set out on page 40 that describe the principal risks and explain how they are being managed or mitigated;

► the Directors’ confirmation set out on page 51 in the annual report that they have carried out a robust assessment of the principal risks facing

the entity, including those that would threaten its business model, future performance, solvency or liquidity;

► the Directors’ statement set out on page 51 in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the entity’s ability to continue to do so over a period
of at least twelve months from the date of approval of the financial statements;

► whether the Directors’ statement in relation to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3)

is materially inconsistent with our knowledge obtained in the audit; or

► the Directors’ explanation set out on page 51 in the annual report as to how they have assessed the prospects of the entity, over what period
they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation
that the entity will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.

OVERVIEW OF OUR AUDIT APPROACH

Key audit matters

► Risk of incorrect valuation of unquoted investments.

► Risk of inaccurate recognition of realised and unrealised gains/(losses) on unquoted investments.

► Risk of improper use of going concern basis of accounting, insufficient going concern disclosures or failure

to account for material subsequent events.

Materiality

► Overall materiality of £7,936k which represents 1% of net assets.

KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our
opinion thereon, and we do not provide a separate opinion on these matters.

KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT COMMITTEE

The results of our procedures are:
We have no matters to communicate
with respect to our procedures
performed over the risk of incorrect
valuation of unquoted investments.

As part of our audit testing,
a misclassification error (note 10 of the
financial statements), was identified,
relating to historical positions which
the Company had exited before 2016,
the correction of which has resulted
in a reclassification of £9.5m which
increased Unrealised Appreciation
and decreased Cost. The prior
periods have not been restated
as there was £nil impact from this
adjustment on the net asset value
or profit of the Company in either
the current or prior periods.

We reviewed the post balance sheet
disclosure to validate that the impact
of COVID-19 on the Company’s
investment performance was a
non-adjusting post balance sheet
event and has been adequately
disclosed in the Financial Statements.

RISK

OUR RESPONSE TO THE RISK

Risk of incorrect valuation
of unquoted investments
(2020: £777.2m, 2019: £668.4m)

Refer to the Accounting policies
(pages 74 to 90); and Notes 10
and 17 of the Financial Statements.

The unquoted investment portfolio
consists of illiquid fund investments
and direct co-investments and is
material to the financial statements.
The Company also holds investments
in three subsidiary undertakings,
which co-invest in the Company’s
investments.

The valuations of unquoted investments
do not have observable inputs that
reflect quoted prices in active markets
and are therefore subjective.

The valuations are provided to the
Company by the fund managers
or sponsors and any necessary
adjustments are made by the Manager,
for example cash flow adjustments
for drawdowns and distributions
between the date of the valuation
provided and the reporting date.
The valuations are then reviewed
by the Directors. We consider the
risk of management override to be
prevalent in this area.

The subsidiary undertakings are
held at fair value under IFRS 10.
As at 31 January 2020, the Company’s
investment portfolio consisted of
indirect fund investments of £454.6m
(2019: £411.0m), direct co-investments
of £116.6m (2019: £108.8m) and
subsidiary undertakings of £206.0m
(2019: £148.6m).

We have performed the following procedures:
We obtained an understanding of and evaluated the design
and implementation of processes and controls around the
unquoted investment valuations by performing a walkthrough.

For 99% of the population by value of unquoted investments,
we performed the following procedures to gain assurance
over the valuation:

► We independently obtained the most recently available

third party valuations and agreed the valuation to the value
per the client’s records;

► Where the most recently available third party valuation was

not at the reporting date, we obtained details of adjustments
for cash flows and for movements in underlying quoted
stocks and corroborated these to supporting documentation
and bank statements;

► We verified the reasonableness of all foreign exchange rates

used by comparison to an independent source;

► We performed impairment testing by selecting a sample

of investments with a fair value less than cost and obtained
explanations, and corroborating evidence where applicable,
for the impairment;

► We assessed the impact of market volatility caused by the
COVID-19 pandemic on the valuation of the Company’s
portfolio and considered this to result in a non-adjusting
post balance sheet event which should be disclosed in the
financial statements; and

► Subsequent to the finalisation of the investment valuations,

we monitored the receipt by the Manager of updated capital
account statements and other financial information relevant
to the valuation of the unquoted investments, to establish if
any material valuation differences arose.

We performed the following procedures to gain assurance
over the reliability of the unaudited capital account statements:

► For a sample of funds where the valuation is based on

unaudited capital account statements, we assessed their
reliability by comparing the NAV per the latest audited
financial statements to the NAV per the unaudited capital
account statement for the same quarter. We checked for
any differences above our testing threshold, there were
no such differences identified; and

► We obtained a sample of relevant underlying audited financial
statements, inspected the Generally Accepted Accounting
Principles (‘GAAP’) applied and accounting policies on
key areas impacting the NAV and compared these to IFRS.
We ensured that the auditor was a ‘Big Four’ auditor or otherwise
registered with the appropriate local accounting body.

We obtained independent confirmations for all unquoted
investments held at the year end and agreed those to the
Company’s records.

For a sample of unquoted investments, we challenged the
IFRS 13 fair value levelling classification disclosure through
review of underlying audited financial statements.

To address the risk of management override, we tested the
appropriateness of journal entries and other adjustments
made in the recording of unquoted investments.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCESUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATIONINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED

KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT COMMITTEE

The results of our procedures are:
We have no matters to communicate
with respect to our procedures
performed over the risk of inaccurate
recognition of realised and unrealised
gains/(losses) on unquoted investments.

RISK

OUR RESPONSE TO THE RISK

Risk of inaccurate recognition of
realised (2020: £14.7m, 2019: £9.3m) and
unrealised gains/(losses) on unquoted
investments (2020: £70.7m, 2019: £76.5m)

We performed the following procedures:
We obtained an understanding of and evaluated
the design and implementation of the processes
and controls around the recognition of realised and
unrealised gains/(losses)by performing a walkthrough.

To validate the inputs into the manual calculation:

► We recalculated the unrealised gain/(loss) for
a sample of investments based on the fair value
of the investments audited as part of our
investments testing;

► We agreed a sample of purchases and sales of
investments during the year to trade tickets or
call and distribution notices and bank statements,
as part of investments testing; and

► We agreed the inputs in the realised gains/(losses)

schedule for a sample of investments to independently
obtained capital account statements.

We performed a recalculation based on the Company’s
accounting policy to assess whether gains or losses on
unquoted investments are deemed as realised or
unrealised and agreed this to the Company’s assessment.

We agreed the calculation for identifying realised
gains and losses to the documented policy in the
annual report.

To address the risk of management override,
we tested the appropriateness of journal entries
and other adjustments made in the recording of
and gains/(losses) on fair value.

Refer to the Accounting policies
(pages 74 to 76); and Note 10 of the
Financial Statements.

Gains or losses originate from the capital
distributions and capital gains for investments
during the year. Total gains are calculated as
the difference between the movement in cost
against carrying value during the year and
the net proceeds, after deducting cost
adjustments incidental to the sales. There is
a manual calculation performed by the Manager
for recognising gains and losses as realised
or unrealised, based on the Company’s
revenue recognition accounting policy.

There is a risk that the manual calculation
of realised gains and losses on unquoted
investments is incorrectly calculated by the
Manager, which could lead to the disclosures
regarding the capital element of the Income
Statement being materially misstated.

The Company has a progressive dividend
policy, which is based on the total return for
the period. The realised and unrealised gains
and losses recorded by the Company during
the year therefore directly affect the dividend
which is paid to shareholders. There could
therefore be an incentive to misstate the
realised and unrealised gains to manipulate
the dividend payment.

For the year ended 31 January 2020, the
Company reported £70.7m (2019: £76.5m)
of unrealised gains and £14.7m of realised
gains (2019: £9.3m of realised gains) on
the portfolio of unquoted investments.

KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT COMMITTEE

The results of our procedures are:
We concluded that the impact of
COVID-19 on the Company’s
investment performance was a
non-adjusting post balance sheet
event and has been adequately
disclosed in the Financial Statements.

RISK

OUR RESPONSE TO THE RISK

Risk of improper use of going concern
basis of accounting, insufficient going
concern disclosures or failure to account
for material subsequent events

We performed the following procedures:
We discussed with the Directors their assessment
of going concern which included scenario
analysis models.

Refer to the Directors’ statement on going
concern (page 51); and Note 19 of the
Financial Statements.

The Directors are required to determine the
appropriateness of preparing the financial
statements on a going concern basis. In doing
so, they are obliged to consider the ability of
the Company to meet its financial obligations
as they fall due for a period of at least twelve
months from the date of approval of the
financial statements. The outbreak of the
Coronavirus (‘COVID-19’) and the resulting
financial and economic market uncertainty,
could have a significant adverse impact on the
performance of the Company, which potentially
could lead to the improper application of the
directors’ going concern assumption.

They are also required to assess the
adequacy of the going concern disclosures
in the annual report and financial statements.

The Company has a loan facility in place,
of which it has drawn upon post year end.
The loan facility has two covenants associated,
being a loan to value covenant and an
overcommitment covenant. As at 31 January
2020, the Company has unrecognised future
capital commitments of £458.6m.

The Directors are required to make the
relevant disclosures around material
subsequent events per IAS 10.

We ascertained that the going concern assessment
covers a period of at least twelve months from the
date of approval of the financial statements.

We assessed the reasonableness of assumptions,
sensitivities and inputs into the models by engaging our
specialist modelling team. They challenged the stress
testing performed, including the assumptions in relation
to the covenants on the loan facility, future cash flows
including commitments due and proceeds from sales.

We validated the static data assumptions used in
the stress testing by agreeing these to supporting
documentation where possible.

We held discussions with the Audit Committee and
Investment Manager to determine whether, in their
opinion, there is any material uncertainty regarding the
Company’s ability to pay liabilities and commitments as
they fall due. Through these discussions we considered
and challenged the options available to the Company if it
were in a stressed scenario. These options included but
were not limited to the use of credit facilities and sales in
the secondary market.

We considered whether the Directors’ assessment
of going concern as included in the Annual Report is
appropriate and consistent with the disclosure in the
viability statement.

We confirmed COVID-19 was a non-adjusting post
balance sheet event and ensured that the requisite
disclosures were included in the annual report including
the post balance sheet events note.

REVISION OF AUDITOR ASSESSMENT
We re-assessed the risk from the planning stage of the audit and due to the uncertainty in global markets caused by the Coronavirus pandemic
(‘COVID-19’), we revised our risk assessment to include the Key Audit Matter ‘Risk of improper use of going concern basis of accounting,
insufficient going concern disclosures or failure to account for material subsequent events’. Our other Key Audit Matters are unchanged from
PricewaterhouseCoopers LLP’s assessment for the year ended 31 January 2019.

AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the
Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company
and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed.
All audit work was performed directly by the audit engagement team.

Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and
in forming our audit opinion.

Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Company to be £7,936k, which is 1% of net assets. We have derived our materiality calculation based on net
assets as we consider it is the most relevant measure to the stakeholders of the entity. The predecessor auditor, PricewaterhouseCoopers LLP,
set their materiality at £7.3m, being 1% of net assets, for the Company’s 31 January 2019 audit.

We calculated materiality during the planning stage of the audit and during the course of our audit, we reassessed initial materiality based on
31 January 2020 net assets, and adjusted our audit procedures accordingly.

Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our judgement was that
performance materiality was 50% of our planning materiality, namely £3,968k. We have set performance materiality at this percentage due
to the risks associated with this being a first-year audit.

Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £397k, which is set at 5% of
planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. The predecessor
auditor, PricewaterhouseCoopers LLP, set their reporting threshold at £365k for the Company’s 31 January 2019 audit.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.

OTHER INFORMATION
The other information comprises the information included in the annual report set out on pages 1 to 43 including the Strategic Report and
Governance and Shareholder information sections, other than the financial statements and our auditor’s report thereon. The Directors are
responsible for the other information.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report,
we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information
and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions:

► Fair, balanced and understandable (set out on page 63) – the statement given by the Directors that they consider the annual report and financial

statements 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, is materially inconsistent with our knowledge obtained in the audit; or

► Audit committee reporting (set out on page 60) – the section describing the work of the audit committee does not appropriately address

matters communicated by us to the audit committee; or

► Directors’ statement of compliance with the UK Corporate Governance Code (set out on page 48) – the parts of the Directors’ statement

required under the Listing Rules relating to the Company’s compliance with the UK Corporate Governance Code containing provisions specified
for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK
Corporate Governance Code.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

► the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is

consistent with the financial statements; and

► the strategic report and Directors’ report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

► adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

► the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and

returns; or

► certain disclosures of Directors’ remuneration specified by law are not made; or

► we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement set out on page 63, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend
to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but
is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due
to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the
primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:
► We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most
significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting
framework (IFRS as adopted by the EU, the Companies Act 2006 and UK Corporate Governance Code) and relevant tax compliance regulations.

► We understood how ICG Enterprise Trust plc is complying with those frameworks by making enquiries of the Manager, including the
Chief Financial Officer and Financial Controller, and also the Non-Executive Directors including the Chairman of the Audit Committee.
We corroborated our understanding through our review of board minutes, papers provided to the Audit and Risk Committee and
correspondence received from regulatory bodies.

► We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting
with Directors and members of the Manager to understand where they considered there was susceptibility to fraud. We also considered
performance targets and their potential influence on efforts made by Directors and the Manager to manage NAV per share or the NAV per share
total return. We identified fraud and management override risks in relation to inaccurate recognition of realised and unrealised gains/(losses) on
unquoted investments and valuation of unquoted investments. Our audit procedures stated above in the ‘Key audit matters section’ of this
Auditor’s report were performed to address each identified fraud risk.

► Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures

involved journal entry testing (with a focus on manual journals and journals indicating large or unusual transactions based on our understanding
of the business), enquiries of senior management, and focused testing, as referred to in the key audit matters section above.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

OTHER MATTERS WE ARE REQUIRED TO ADDRESS
► Following the recommendation of the Audit Committee, we were appointed by the Company at its Annual General Meeting on 27 June 2019

to audit the financial statements for the year ending 31 January 2020.
The period of total uninterrupted engagement including previous renewals and reappointments is one year, covering the year ending
31 January 2020 only.

► The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company

in conducting the audit.

► The audit opinion is consistent with the additional report to the audit committee.

Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Sarah Williams
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
London
27 April 2020

1 The maintenance and integrity of ICG Enterprise Trust plc website 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 website.

2 Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

BALANCE SHEET

Year to 31 January 2020

Year to 31 January 2019

Notes

Revenue
return
£’000

Capital
return
£’000

Total
£’000

Revenue
return
£’000

Capital
return
£’000

Total
£’000

Investment returns

Income, gains and losses on investments

2, 10

Deposit interest

Other income

Foreign exchange gains and losses

Expenses

Investment management charges

Other expenses

Profit before tax

Taxation

Profit for the period

Attributable to:

Equity shareholders

7,060

300

–

7,441

(2,393)

(1,738)

(4,131)

3,310

(538)

2,772

85,660

92,720

5,753

85,769

91,522

–

208

85,868

(7,179)

(1,494)

(8,673)

77,195

538

77,733

300

208

156

–

93,309

5,969

(9,572)

(3,232)

(12,804)

80,505

–

80,505

(1,996)

(1,851)

(3,847)

2,122

(260)

1,862

–

938

86,707

(5,988)

(1,052)

(7,040)

79,667

260

79,927

156

938

92,676

(7,984)

(2,903)

(10,887)

81,789

–

81,789

2,772

77,733

80,505

1,862

79,927

81,789

Basic and diluted earnings per share

116.63p

118.12p

The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’
and ‘Capital return’ are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income.

Non-current assets

Investments held at fair value

Current assets

Cash and cash equivalents

Receivables

Current liabilities

Payables

Net current assets

Total assets less current liabilities

Capital and reserves

Share capital

Capital redemption reserve

Share premium

Capital reserve

Revenue reserve

Total equity

31 January
2020
£’000

31 January
2019
£’000

Notes

9, 10, 17

778,416

670,072

14,470

1,142

15,612

60,626

548

61,174

483

386

15,129

793,545

60,788

730,860

7,292

2,112

12,936

771,205

–

7,292

2,112

12,936

708,520

–

793,545

730,860

Net asset value per share (basic and diluted)

1,152.1p

1,056.5p

The notes on pages 74 to 90 form an integral part of the financial statements.

The financial statements on pages 70 to 90 were approved by the Board of Directors on 27 April 2020 and signed on its behalf by:

Jeremy Tigue
Director
27 April 2020

Alastair Bruce
Director
27 April 2020

CASH FLOW STATEMENT

STATEMENT OF CHANGES IN EQUITY

Operating activities

Sale of portfolio investments

Purchase of portfolio investments

Net cash flows to subsidiary investments

Interest income received from portfolio investments

Dividend income received from portfolio investments

Other income received

Investment management charges paid

Other expenses paid

Net cash (outflow)/inflow from operating activities

Financing activities

Bank facility fee

Interest paid

Purchase of shares into treasury

Equity dividends paid

Net cash outflow from financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

Net decrease in cash and cash equivalents

Effect of changes in foreign exchange rates

Cash and cash equivalents at end of year

The notes on pages 74 to 90 form an integral part of the financial statements.

Year to
31 January
2020
£’000

Year to
31 January
2019
£’000

Notes

107,179

135,461

(95,417)

(101,790)

(34,446)

(32,427)

5,832

1,290

381

(9,499)

(1,227)

(25,907)

(2,576)

(61)

(2,628)

(15,192)

(20,457)

(46,364)

60,626

(46,364)

208

14,470

3,994

1,883

216

(7,956)

(1,749)

(2,368)

(1,081)

–

(709)

(14,543)

(16,333)

(18,701)

78,389

(18,701)

938

60,626

Company

Year to 31 January 2020

Share capital
£’000

Capital
redemption
reserve
£’000

Share premium
£’000

Realised
capital
reserve
£’000

Unrealised
capital reserve
£’000

Revenue
reserve
£’000

Total
shareholders’
equity
£’000

Opening balance at 1 February 2019

7,292

2,112

12,936

348,632

359,888

–

730,860

Profit for the year and total
comprehensive income

Dividends paid or approved

Purchase of shares into treasury

–

22,809

(12,420)

(2,628)

54,924

–

Closing balance at 31 January 2020

7,292

2,112

12,936

356,393

414,812

2,772

(2,772)

–

80,505

(15,192)

(2,628)

793,545

Company

Year to 31 January 2019

Share capital
£’000

Capital
redemption
reserve
£’000

Share premium
£’000

Realised
capital
reserve
£’000

Unrealised
capital reserve
£’000

Revenue
reserve
£’000

Total
shareholders’
equity
£’000

Opening balance at 1 February 2018

7,292

2,112

12,936

313,550

317,188

11,245

664,323

Profit for the year and total
comprehensive income

Dividends paid or approved

Purchase of shares into treasury

–

37,227

(1,436)

(709)

Closing balance at 31 January 2019

7,292

2,112

12,936

348,632

359,888

The notes on pages 74 to 90 form an integral part of the financial statements.

42,700

1,862

81,789

–

(13,107)

(14,543)

–

(709)

730,860

1 ACCOUNTING POLICIES
General information
These financial statements relate to ICG Enterprise Trust plc (‘the Company’). ICG Enterprise Trust plc is registered in England and Wales and is
incorporated in the UK. The Company is domiciled in the United Kingdom and its registered office is Juxon House, 100 St Paul’s Churchyard, London
EC4M 8BU. The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers.

(a) Basis of preparation
The financial information for the year ended 31 January 2020 has been prepared in accordance with the Companies Act 2006 as applicable
to companies using International Financial Reporting Standards (‘IFRS’) and the Statement of Recommended Practice (‘SORP’) for investment
trusts issued by the Association of Investment Companies in October 2019.

IFRS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations
Committee as adopted in the European Union as at 31 January 2020.

These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the
revaluation of certain assets at fair value. Further detail is provided in the Report of the Directors on pages 52 to 54, which includes the Board’s
assessment of the impact of the COVID-19 outbreak on the going concern basis of accounting.

The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year.
In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items
of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns,
the directors have followed the guidance contained in the SORP as follows:

► Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair

value through profit or loss should be shown in the capital column of the income statement.

► Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue

column of the income statement.

► The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income

statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with
the Board’s expected long-term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with
the maintenance or enhancement of the value of investments can be demonstrated.

The accounting policy regarding the allocation of expenses is set out in note 1(i).

In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:

(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;

(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and

As a result, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments classified as held at fair
value through profit and loss.

Standards and amendments to existing standards effective 1 January 2020
The IASB and IFRS Interpretations Committee have issued new accounting standards, amendments and interpretations, which became
mandatory for the period beginning on 1 February 2019. These have had no material impact as explained below.

IFRS 16 – Leases
This standard addresses the distinction between operating leases and finance leasing, replacing the guidance in IAS 17. The Company has no
lease obligations, therefore the adoption of IFRS 16 has had no material impact on the financial statements.

IFRIC 23 – Uncertainty over income tax treatments
This interpretation provides clarification as to how the recognition and measurement of IAS 12 Income Tax should be applied. This has had no
material impact on the financial statements.

(b) Financial assets
The Company classifies its financial assets in the following categories: at fair value through profit or loss; and financial assets at amortised cost.
The classification depends on the purpose for which the financial assets were acquired. The classification of financial assets is determined at
initial recognition.

Financial assets at fair value through profit or loss
The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets are measured
at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in note 1(c).

Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive contractual
cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method. The Company’s
financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet.

(c) Investments
All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as
investments held at fair value) and are measured at subsequent reporting dates at fair value. Changes in the value of all investments held at fair
value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated
to the revenue column or the capital column in accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set
out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not
expect the risks to materially differ from those disclosed in note 17.

Unquoted investments
Fair value for unquoted investments is established by using various valuation techniques.

Funds and co-investments are valued at the underlying investment manager’s valuation where this is consistent with the requirement to use fair value.

Where this is not the case, adjustments are made or alternative methods are used as appropriate. The most common reason for adjustments
is to take account of events occurring after the date of the manager’s valuation, such as realisations.

The fair value of direct unquoted investments is calculated in accordance with the 2018 International Private Equity and Venture Capital
Valuation Guidelines. The primary valuation methodology used is an earnings multiple methodology, with other methodologies used where
they are more appropriate.

Quoted investments
Quoted investments are held at the last traded bid price on the balance sheet date. When a purchase or sale is made under contract, the terms
of which require delivery within the timeframe of the relevant market, the contract is reflected on the trade date.

Subsidiary undertakings
The investments in the subsidiaries are recognised at fair value through profit and loss.

The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the co-investment incentive scheme.
Under these arrangements, ICG and certain of its executives and, in respect of certain historic investments, the executives and connected
parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest alongside the
Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. These arrangements are discussed
further in the Report of the Directors on page 53. At 31 January 2020, the accrual was estimated as the theoretical value of the interests if the
portfolio had been sold at the carrying value at that date.

Associates
Investments which fall within the definition of an associate under IAS 28 (Investments in associates) are accounted for as investments held at fair
value through profit or loss, as permitted by that standard.

The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may
normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does
not exert control or significant influence over the activities of these companies/partnerships as they are managed by other third parties.

(d) Receivables
Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will be
amortised over the life of the facility on a straight-line basis.

(e) Payables
Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value.

(f) Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less.

(g) Dividend distributions
Dividend distributions to shareholders are recognised in the period in which they are paid or approved.

(h) Income
When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised on a time
apportionment basis.

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where
no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established.

UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax.

Income distributions from funds are recognised when the right to distributions is established.

1 ACCOUNTING POLICIES CONTINUED
(i) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent with
the SORP, with the following exceptions:

► Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column.

► The Board expects the majority of long-term returns from the portfolio to be generated from capital gains. The investment management

and bank facility charges have been allocated 75% to the capital column and 25% to the revenue column in line with this expectation.

► Other expenses are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments

can be demonstrated.

► All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)).

(j) Taxation
Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.

Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect
of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates.

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not
recognised in respect of tax losses carried forward to future periods.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised. Deferred tax
is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.

(k) Foreign currency translation
The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the Company operates.

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance sheet date.

Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at fair value
in the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within foreign exchange
gains and losses in the income statement.

(l) Revenue and capital reserves
The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital return
component of total income is taken to the capital reserve within the statement of changes in equity.

Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken to
the realised capital reserve (see note 1(i)). Changes in the valuations of investments which are held at the year end and unrealised exchange
differences are accounted for in the unrealised capital reserve.

The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and
share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation.

(m) Treasury Shares
Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled.

(n) Critical estimates and assumptions
Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other factors,
including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
relate to the valuation of unquoted investments. Note 1(c) sets out the accounting policy for unquoted investments.

Judgement is required in order to determine appropriate valuation methodologies and subsequently in determining the inputs into the valuation
models used.

Judgement is also required when determining whether the underlying investment managers’ valuations are consistent with the requirements
to use fair value.

(o) Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker who is responsible for allocating resources and assessing performance of the segments has been identified as the
Board. It is considered that the Company’s operations comprise a single operating segment.

2 INVESTMENT RETURNS

Income from investments

UK investment income

Overseas interest and dividends

Deposit interest on cash

Other

Total income

Analysis of income from investments

Quoted overseas

Unquoted

Year ended
31 January
2020
£’000

Year ended
31 January
2019
£’000

4,186

2,874

7,060

300

381

7,441

–

7,060

2,140

3,613

5,753

156

216

5,969

5,739

5,753

3 INVESTMENT MANAGEMENT CHARGES
Management fees paid to ICG for managing the Enterprise Trust amounted to 1.22% (2019: 1.14%) of the average net assets in the year.
This increase is due to the level of investment activity in the year and corresponding increase in undrawn commitments. The management fee
charged for managing the Company remains at 1.4% (2019: 1.4%) of the fair value of invested assets and 0.5% (2019: 0.5%) of outstanding
commitments, in both cases excluding funds managed by Graphite Capital Management LLP and ICG. No fee is charged on cash or liquid asset
balances. The allocation of the total investment management charge was unchanged in 2020 with 75% of the total allocated to capital and 25%
allocated to revenue.

The amounts charged during the year are set out below.

Investment management charge

Year ended 31 January 2020

Year ended 31 January 2019

Revenue
£’000

2,393

Capital
£’000

7,179

Total
£’000

9,572

Revenue
£’000

1,996

Capital
£’000

5,988

Total
£’000

7,984

The Company also incurs management fees in respect of its investment in funds managed by members of ICG on an arms-length basis.

ICG Strategic Equity Fund III

ICG Europe Fund VII

ICG Strategic Secondaries Fund II

ICG Europe Fund VI

ICG Europe Mid-Market Fund

ICG Recovery Fund 2008B

ICG European Fund 2006B

ICG Asia Pacific III

ICG Europe Fund V

ICG North American Private Debt Fund II

Year ended
31 January
2020
£’000

Year ended
31 January
2019
£’000

440

436

198

176

169

120

–

1,724

229

288

235

–

105

–

1,141

4 OTHER EXPENSES
The Company did not employ any staff in the year to 31 January 2020 (2019: none).

Directors’ fees (see note 5)

Fees payable to the Company’s auditor for the audit of the Company’s annual accounts

Fees payable to the Company’s auditor and its associates for other services:

– Audit of the accounts of the subsidiaries

– Audit-related assurance services

Total auditor’s remuneration

Administrative expenses

Bank facility costs allocated to revenue

Interest expense

Expenses allocated to revenue

Bank facility costs allocated to capital

Expenses allocated to capital

Total other expenses

Year ended 31 January 2020

Year ended 31 January 2019

£’000

256

158

765

1,179

498

1,738

1,494

3,232

£’000

229

146

1,126

1,501

350

–

1,851

1,052

2,903

Professional fees of £0.2m (2019: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on investments
held at fair value.

5 DIRECTORS’ REMUNERATION AND INTERESTS
The fees paid by the Company to the directors and the directors’ interests in the share capital of the Company are shown in the Directors’
remuneration report on pages 56 to 59. No income was received or receivable by the directors from any other subsidiary of the Company.

6 TAXATION
In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 19%, principally due to the Company’s
status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the
tax charge are shown in note 6(b) below.

a) Analysis of charge in the year

Tax charge on items allocated to revenue

Tax credit on items allocated to capital

Corporation tax

b) Factors affecting tax charge for the year

Profit on ordinary activities before tax

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019: 19.00%)

Effect of:

– net investment returns not subject to corporation tax

– dividends not subject to corporation tax

– current year management expenses not utilised/(utilised)

– other movements in respect of subsidiary investments

Total tax charge

Year ended
31 January
2020
£’000

Year ended
31 January
2019
£’000

538

(538)

–

260

(260)

–

80,505

15,296

81,789

15,540

(16,315)

(16,474)

(245)

1,110

154

–

(335)

1,071

198

–

The Company has £5.8m excess management expenses carried forward (2019: £5.7m). No deferred tax assets or liabilities (2019: nil) have
been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated that
these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating
to the origination and reversal of timing differences in the year (2019: nil).

7 EARNINGS PER SHARE

Revenue return per ordinary share

Capital return per ordinary share

Earnings per ordinary share (basic and diluted)

Year ended
31 January
2020

Year ended
31 January
2019

4.02p

112.61p

116.63p

2.69p

115.43p

118.12p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £2.8m
(2019: £1.9m) by the weighted average number of ordinary shares outstanding during the year.

Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £77.7m
(2019: £79.9m) by the weighted average number of ordinary shares outstanding during the year.

Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £80.5m
(2019: £81.8m) by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 69,027,192
(2019: 69,243,466). There were no potentially dilutive shares, such as options or warrants, in either year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

8 DIVIDENDS

No second interim dividend in respect of prior year (2019: 5.0p per share)

Third quarterly dividend in respect of year ended 31 January 2019: 5.0p per share (2019: 5.0p)

Final dividend in respect of year ended 31 January 2019: 7.0p per share (2019: 6.0p)

First quarterly dividend in respect of year ended 31 January 2020: 5.0p per share (2019: 5.0p)

Second quarterly dividend in respect of year ended 31 January 2020: 5.0p per share (2019: 5.0p)

Total

Year ended
31 January
2020
£’000

Year ended
31 January
2019
£’000

–

3,459

4,839

3,450

3,444

15,192

3,463

–

4,156

3,463

3,461

14,543

10 INVESTMENTS
The tables below analyse the movement in the carrying value of the investment portfolio in the year. In accordance with accounting standards,
this note has been prepared on a fund-level basis rather than an underlying investment basis.

A fund is considered to generate realised gains if it is more than 85% drawn and has returned at least the amount invested by the Company.
All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in respect of other
funds are presented as unrealised.

Direct investments are considered realised when they are sold.

Investments are held by both the Company and through the underlying subsidiary Partnerships. An analysis of gains and losses on an underlying
investment look-through basis is presented on page 93 within the Supplementary information section.

The Company paid a third quarterly dividend of 5.0p per share in March 2020. The Board has proposed a final dividend of 8.0p per share in
respect of the year ended 31 January 2020 which, if approved by shareholders, will be paid on 24 July 2020 to shareholders on the register
of members at the close of business on 3 July 2020.

9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES
Subsidiary undertakings
ICG Enterprise Trust Limited Partnership (97.5% owned), ICG Enterprise Trust (2) Limited Partnership (97.5% owned) and ICG Enterprise
Trust Co-investment Limited Partnership (99.0% owned) (‘the Partnerships’), which are registered in England and Wales, are subsidiary
undertakings at 31 January 2020.

Cost at 1 February 2019

Unrealised appreciation at 1 February 2019

Valuation at 1 February 2019

Movements in the year:

– Purchases

– Sales

– capital proceeds

In accordance with IFRS 10 (amended), the Partnerships are not consolidated and are instead included in unquoted investments at fair value.

– realised gains and losses based on carrying value at previous balance sheet date

The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives, and, in respect
of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the co-investment incentive
scheme. As at 31 January 2020, a total of £28.0m (2019: £24.8m) was accrued in respect of these interests. During the year the Co-investors
invested £0.7m (2019: £0.6m). Payments received by Co-investors amounted to £6.4m or 4.2% of £155.0m proceeds received in the year
(2019: £6.1m or 3.6% of £170.7m proceeds received). More than 50% of payments related to investments made in 2009 or before, reflecting
the very long-term nature of the incentive scheme. See the Report of the Directors on page 53 for further details of the operation of the scheme.

Unconsolidated structured entities
The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held
via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.

The Company holds interests in closed ended limited partnerships which invest in underlying companies for the purposes of capital appreciation.
The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically
draw down the amount committed by the limited partners over a period of four to six years.

The table below classifies the Company’s interests in unconsolidated structured entities by type of investment. The table presents for each
category the related balances and the maximum exposure to loss.

Total investments

As at 31 January 2020

As at 31 January 2019

Unquoted
investments
£’000

800,696

686,701

Co-investment
incentive scheme
accrual
£’000

(27,521)

(24,117)

Maximum loss
exposure
£’000

773,175

662,584

The Company also holds investments of £4.0m (2019: £7.1m) that are not unconsolidated structured entities. In addition the Company also holds
quoted stock investments of £1.2m (2019: £1.7m). Further details of the Company’s investment portfolio are included in the Supplementary
information section on pages 91 to 98.

– Movement in unrealised appreciation

Valuation at 31 January 2020

Cost at 31 January 20201

Unrealised appreciation at 31 January 20201

Valuation at 31 January 2020

Cost at 1 February 2018

Unrealised appreciation at 1 February 2018

Valuation at 1 February 2018

Movements in the year:

– Purchases

– Sales

– capital proceeds

– realised gains and losses based on carrying value at previous balance sheet date

– Movement in unrealised (depreciation)/appreciation

Valuation at 31 January 2019

Cost at 31 January 2019

Unrealised appreciation at 31 January 2019

Valuation at 31 January 2019

Quoted
£’000

Unquoted
£’000

1,552

103

1,655

371,946

147,860

519,806

Subsidiary
undertakings
£’000

87,060

61,551

148,611

Total
£’000

460,558

209,514

670,072

260

95,157

34,446

129,863

(986)

(106,193)

–

302

1,231

692

539

1,231

Quoted
£’000

1,552

181

1,733

–

(78)

1,655

1,552

103

1,655

14,686

47,687

571,143

398,475

172,668

571,143

Unquoted
£’000

338,539

139,823

478,362

–

22,985

206,042

121,506

84,536

206,042

Subsidiary
undertakings
£’000

51,310

45,082

96,392

(107,179)

14,686

70,974

778,416

520,673

257,743

778,416

Total
£’000

391,401

185,086

576,487

101,434

35,750

137,184

(129,368)

9,329

60,049

519,806

371,946

147,860

519,806

–

16,469

148,611

87,060

61,551

148,611

(129,368)

9,329

76,440

670,072

460,558

209,514

670,072

1 During the year, a reclassification of £9.5m increased unrealised appreciation and decreased cost in the above disclosure relating to historical positions which had exited before 2016.

The prior periods have not been restated as there was £nil impact from this adjustment on the net asset value or profit of the Company in either the current or prior periods.

10 INVESTMENTS CONTINUED

11 CASH AND CASH EQUIVALENTS

Realised gains based on cost

Amounts recognised as unrealised in previous years

Realised gains based on carrying values at previous balance sheet date

Increase in unrealised appreciation

Gains on investments

31 January
2020
£’000

31 January
2019
£’000

37,431

61,341

(22,745)

(52,012)

14,686

70,974

85,660

9,329

76,440

85,769

Cash at bank and in hand

12 RECEIVABLES

Prepayments and accrued income

31 January
2020
£’000

31 January
2019
£’000

14,470

60,626

31 January
2020
£’000

1,142

31 January
2019
£’000

548

Related undertakings
At 31 January 2020, the Company held interests in three limited partnership subsidiaries: ICG Enterprise Trust Limited Partnership,
ICG Enterprise Trust (2) Limited Partnership, and ICG Enterprise Trust Co-investment Limited Partnership. The value of these interests
is shown net of the incentive accrual as described in note 9, representing 98%, 73% and 83% (2019: 92%, 71% and 81%) respectively of
the net assets of each partnership at the balance sheet date. The registered address and principal place of business of the partnerships
is Juxon House, 100 St Paul’s Churchyard, London EC4M 8BU.

In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These
investments are not considered subsidiaries or associates as the Company does not exert control or have voting rights over the activities
of these companies/partnerships.

As at 31 January 2020

Investment

Cognito IQ Limited2

Graphite Capital Partners VII Top Up Plus3

Graphite Capital Partners VIII Top Up3

The Groucho Club Limited4

As at 31 January 2019

Investment

Cognito IQ Limited2

Graphite Capital Partners VI3

Graphite Capital Partners VII Top Up Plus3

Graphite Capital Partners VIII Top Up3

The Groucho Club Limited4

Instrument

% interest1

Preference shares

Ordinary shares

Limited partnership interests

Ordinary shares

44.0%

35.5%

20.0%

41.1%

21.6%

Instrument

% interest1

Preference shares

Ordinary shares

Limited partnership interests

Ordinary shares

44.0%

35.5%

20.8%

20.0%

41.1%

21.6%

1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the

proportion of total shares in issue.

2 Address of principal place of business is Rivergate House, Newbury Business Park, London Road, Newbury RG14 2PZ.
3 Address of principal place of business is Berkeley Square House, Berkeley Square, London W1J 6BQ.
4 Address of principal place of business is 45 Dean Street, London W1D 4QB.

As at 31 January 2020, prepayments and accrued income included £0.9m (2019: £0.2m) of unamortised costs in relation to the bank facility.
Of this amount £0.9m (2019: £0.2m) is expected to be amortised in less than one year.

13 PAYABLES – CURRENT

Accruals

Fund capital call payables

14 SHARE CAPITAL

Equity share capital

31 January
2020
£’000

31 January
2019
£’000

483

–

483

385

386

Number

Authorised
Nominal
£’000

Number

Issued and
fully paid
Nominal
£’000

Balance at 31 January 2020 and 31 January 2019

120,000,000

12,000

72,913,000

7,292

All ordinary shares have a nominal value of 10.0p. At 31 January 2020, 72,913,000 shares had been allocated, called up and fully paid.
During the year, 300,000 shares were bought back in the market and held in treasury (2019: 85,000 shares). At 31 January 2020,
the Company held 4,035,945 shares in treasury (2019: 3,735,945) leaving 68,877,055 (2019: 69,177,055) shares outstanding,
all of which have equal voting rights.

15 NET ASSET VALUE PER SHARE
The net asset value per share is calculated on equity attributable to equity holders of £793.5m (2019: £730.9m) and on 68,877,055
(2019: 69,177,055) ordinary shares in issue at the year end. There were no potentially dilutive shares, such as options or warrants,
at either year end. Calculated on both the basic and diluted basis the net asset value per share was 1,152.1p (2019: 1,056.5p).

16 CAPITAL COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries had uncalled commitments in relation to the following portfolio investments.

ICG Strategic Equity Fund III

ICG Europe VII

ICG Augusta Partners Co-Investor2

ICG Europe Mid-Market Fund

ICG Strategic Secondaries Fund II

ICG North American Private Debt Fund II

ICG Recovery Fund 2008 B2

ICG Europe VI2

ICG Asia Pacific Fund III

ICG European Fund 2006 B

ICG Velocity Partners Co-Investor2

ICG Cross Border2

ICG Europe V2

ICG Topvita Co-investment1

ICG Progress Co-Investment

ICG MXV Co-Investment1

ICG Diocle Co-Investment

ICG Match Co-Investment

ICG Trio Co-Investment

Total ICG funds

Graphite Capital Partners IX

Graphite Capital Partners VIII1

Graphite Capital Partners VII1,2

Total Graphite funds

31 January
2020
£’000

31 January
2019
£’000

29,784

22,574

18,137

16,801

14,395

6,371

6,156

3,257

2,656

1,172

1,122

980

857

736

554

214

146

124

29,944

31,527

18,338

–

14,946

7,629

7,285

3,448

4,676

2,177

363

1,041

890

764

711

222

–

125

117

126,103

124,203

26,367

14,915

2,771

44,053

30,000

16,873

4,745

51,618

PAI Europe VII

Seventh Cinven Fund

Oak Hill Capital Partners V

AEA VII

IK IX

Investindustrial VII

Thomas H Lee Equity Fund VIII

Gridiron Capital Fund IV

Permira VII

Bowmark Capital Partners VI

Advent Global Private Equity IX

CVC European Equity Partners VII

Tailwind Capital Partners III

Resolute IV

Five Arrows Principal Investments III

Carlyle Europe Partners V

Bain Capital Europe V

Charterhouse Capital Partners X

Sixth Cinven Fund

New Mountain Partners V

Five Arrows FACP

Gridiron Capital Fund III

Gryphon V

CB Technology Opportunities Fund

Hg Capital 8

CVC European Equity Partners VI

Oak Hill Capital Partners IV

Piper Private Equity Fund VI

Hollyport Secondary Opportunities VI

Resolute II2

Hollyport Secondary Opportunities V

TDR Capital III

Commitments of less than £2,000,000 at 31 January 2020

Total third party

Total commitments

1 Includes the associated Top Up funds.
2 Includes interest acquired through a secondary fund purchase.

31 January
2020
£’000

17,979

16,801

15,146

13,529

12,432

12,412

11,656

11,359

11,246

10,530

10,522

10,005

8,054

7,312

7,090

7,016

6,250

5,745

5,266

5,237

4,677

4,115

3,903

3,786

3,320

2,916

2,686

2,492

2,272

2,271

2,250

2,100

46,108

288,483

458,639

31 January
2019
£’000

21,828

–

14,860

–

12,500

–

17,625

10,247

10,354

8,731

–

6,985

8,106

9,490

7,389

6,302

3,458

–

5,334

282

5,307

3,064

3,052

2,413

2,250

2,183

73,581

235,341

411,162

As at 31 January 2020, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above portfolio of £326.2m
(2019: £309.2m). The Company did not have any contingent liabilities at 31 January 2020 (2019: None).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company is an investment company as defined by section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an
investment trust under the provisions of section 1158 of the Corporation Tax Act 2010 (‘Section 1158’). The Company’s objective is to provide
long-term growth by investing in private companies managed by leading private equity managers.

Investments in funds have anticipated lives of approximately ten years. Direct investments are made with an anticipated holding period of
between three and five years. Investment agreements will, however, usually provide that any loans advanced to investee companies are for
a longer period than this. The agreements will usually provide for repayments to be made by instalments with provision for full repayment
on sale or flotation.

Financial risk management
The Company’s activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk),
investment risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Board has overall responsibility for
managing the risks and the framework for monitoring and coordinating these risks. The Audit Committee regularly reviews, identifies and
evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company’s management functions are
delegated to the Manager which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment
of these arrangements, with reference to the Company’s risk matrix. The Company’s financial risk management objectives and processes used
to manage these risks have not changed from the previous period and the policies are set out below:

Market risk
(i) Currency risk
The Company’s investments are principally in the UK, continental Europe and the US, and are primarily denominated in sterling, euros and USD.
There are also smaller amounts in other European currencies. The Company is exposed to currency risk in that movements in the value of
sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly
reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may
decide to buy or sell currency or put in place currency hedging arrangements.

The composition of the net assets of the Company by currency at the year end is set out below:

31 January 2020

Investments

Cash and cash equivalents and other net current assets

31 January 2019

Investments

Cash and cash equivalents and other net current assets

Sterling
£’000

363,259

11,716

374,975

Sterling
£’000

217,081

38,789

255,870

Euro
£’000

257,815

849

258,664

Euro
£’000

190,837

5,625

196,462

USD
£’000

156,207

2,564

158,771

USD
£’000

173,347

14,383

187,730

Other
£’000

1,135

–

1,135

Other
£’000

88,807

1,991

90,798

Total
£’000

778,416

15,129

793,545

Total
£’000

670,072

60,788

730,860

These figures are based on the currency of the location of the underlying portfolio companies’ headquarters.

The effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £52.1m and a rise of £51.7m in the value of shareholders’
equity and on profit after tax at 31 January 2020 respectively (2019: a fall of £45.4m and a rise of £45.3m based on 25% increase or decrease).

The effect of a 25% increase or decrease in the sterling value of the USD would be a fall of £52.7m and a rise of £51.9m in the value of shareholders’
equity and on profit after tax at 31 January 2020 respectively (2019: a fall of £44.3m and a rise of £43.3m based on 25% movement).

The percentages applied are based on market volatility in exchange rates over recent periods.

(ii) Interest rate risk
The fair value of the Company’s investments and cash balances are not directly affected by changes in interest rates.

(iii) Price risk
The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company’s
objective, which is to provide long-term capital growth through investment in unquoted companies. The investment portfolio is continually
monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective. No hedging of this risk is undertaken.

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be
the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment portfolio. The percentages
applied are reasonable based on the Manager’s expectation of potential changes in portfolio valuation in light of volatility in the market.

30% movement in the price of investments

Impact on profit after tax

Impact as a percentage of profit after tax

Impact as a percentage of shareholders’ equity

31 January 2020

31 January 2019

Increase
in variable
£’000

Decrease
in variable
£’000

Increase
in variable
£’000

Decrease
in variable
£’000

223,843

278.0%

28.2%

(228,510)

(283.8%)

(28.8%)

193,107

236.1%

26.4%

(197,276)

(241.2%)

(27.0%)

Investment and credit risk
(i) Investment risk
Investment risk is the risk that the financial performance of the companies in which ICG Enterprise invests either improves or deteriorates,
thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are by their nature subject
to potential investment losses. The investment portfolio is highly diversified.

(ii) Credit risk
The Company’s exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority of its
liquid portfolio in assets which have low credit risk. The Company’s policy is to limit exposure to any one investment to 15% of gross assets.
This is regularly monitored by the Manager as a part of its cash management process.

Cash is held on deposit and in money market funds with two UK banks and totalled £14.5m (2019: £60.6m). Of this amount £4.2m was
deposited at Royal Bank of Scotland (‘RBS’), which currently has a credit rating of Baa2 from Moody’s, and £10.1m was held in money market
funds managed by HSBC Holdings (‘HSBC’), which currently have credit ratings of Aaa from Moody’s. These represent the maximum exposure
to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company’s cash deposits
or money market fund balances were past due or impaired at 31 January 2020 (2019: nil).

Liquidity risk
The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted companies.
These commitments are in excess of the Company’s total liquidity, therefore resulting in an overcommitment. When determining the appropriate
level of overcommitment, the Board considers the rate at which commitments might be drawn down, typically over four to six years, versus the
rate at which existing investments are sold and cash realised. The Company has an established liquidity management policy, which involves
active monitoring and assessment of the Company’s liquidity position and its overcommitment risk. This is regularly reviewed by the Board
and incorporated into the Board’s assessment of the viability of the Company as detailed on page 51 of the Corporate governance report.
This process incorporates balance sheet and cash flow projections, including scenarios with varying levels of Portfolio gains and losses, fund
drawdowns and realisations, availability of the credit facility, exchange rates, and possible remedial action that the Company could undertake
if required in the event of significant Portfolio declines.

At the year end, the Company had cash and cash equivalents totalling £14.5m. Additionally, the Company has access to committed bank facilities
of a headline €176m (£148m), which is a multi-currency revolving credit facility and is provided by Lloyds, ICBC and NatWest. The facility is split
into two equal tranches, maturing in April 2021 and April 2022. The key terms are:

► Upfront cost: 80bps

► Non-utilisation fees: 85bps

► Tranche A margin: 280bps

► Tranche B margin: 300bps

As at 31 January 2020 the Company’s financial liabilities amounted to £0.5m of payables (2019: £0.4m) which were due in less than one year.

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Capital risk management
The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective. As at the year end,
the Company had no debt (2019: £nil). £40m was drawn from the Company’s bank facility in March 2020 and remains drawn as at 27 April
2020, being the latest practical date before publication of this document.

The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy-back shares
and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation
and ability to pay dividends by section 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively.

Total equity at 31 January 2020, the composition of which is shown on the balance sheet, was £793.5m (2019: £730.9m).

Fair values estimation
IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value
measurement hierarchy:

► Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

► Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly

(that is, derived from prices) (level 2).

► Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The valuation techniques applied to level 1 and level 3 assets are described in note 1(c) of the financial statements. No investments were
categorised as level 2.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they
are deemed to occur.

The sensitivity of the Company’s investments to a change in value is discussed on pages 86 and 87.

The following table presents the assets that are measured at fair value at 31 January 2020 and 31 January 2019. The Company had no financial
liabilities measured at fair value at that date.

As at 31 January 2020

Investments held at fair value

Unquoted investments – indirect

Unquoted investments – direct

Quoted investments – direct

Subsidiary undertakings

Total investments held at fair value

As at 31 January 2019

Investments held at fair value

Unquoted investments – indirect

Unquoted investments – direct

Quoted investments – direct

Subsidiary undertakings

Total investments held at fair value

Level 1
£’000

Level 2
£’000

Level 3
£’000

Total
£’000

–

1,231

–

1,231

–

454,586

116,557

–

206,042

777,185

Level 1
£’000

Level 2
£’000

Level 3
£’000

–

1,655

–

1,655

–

410,970

108,836

–

148,611

668,417

454,586

116,557

1,231

206,042

778,416

Total
£’000

410,970

108,836

1,655

148,611

670,072

The following tables present the changes in level 3 instruments for the year to 31 January 2020 and 31 January 2019.

31 January 2020

Opening balances

Additions

Disposals

Gains and losses recognised in profit or loss

Closing balance

Total gains for the year included in income statement
for assets held at the end of the reporting period

31 January 2019

Opening balances

Additions

Disposals

Gains and losses recognised in profit or loss

Closing balance

Total gains for the year included in income statement
for assets held at the end of the reporting period

Unquoted
investments
(indirect) at fair
value through
profit or loss
£’000

410,970

79,227

Unquoted
investments
(direct) at fair
value through
profit or loss
£’000

108,836

15,930

Subsidiary
undertakings
£’000

148,611

34,446

Total
£’000

668,417

129,603

(77,597)

(28,596)

–

(106,193)

41,986

454,586

20,387

116,557

22,985

206,042

85,358

777,185

37,117

10,570

22,985

70,672

Unquoted
investments
(indirect) at fair
value through
profit or loss
£’000

379,921

79,758

Unquoted
investments
(direct) at fair
value through
profit or loss
£’000

98,441

21,676

Subsidiary
undertakings
£’000

96,392

35,750

Total
£’000

574,754

137,184

(102,631)

(26,737)

–

(129,368)

53,922

410,970

15,456

108,836

16,469

148,611

85,847

668,417

52,157

7,892

16,469

76,518

18 RELATED PARTY TRANSACTIONS
Significant transactions between the Company and its subsidiaries are shown below:

Subsidiary

ICG Enterprise Trust Limited Partnership

ICG Enterprise Trust (2) Limited Partnership

ICG Enterprise Trust Co-investment LP

Nature of transaction

(Decrease)/increase in amounts owed to subsidiaries
Income allocated

Decrease in amounts owed by subsidiaries
Income allocated

Year ended
31 January
2020
£’000

Year ended
31 January
2019
£’000

(18,134)
20

13,372
620

47,563
525

1,887
174

6,545
1,089

45,711
170

For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on pages
46 and 47. Details of remuneration are disclosed in the Directors’ remuneration report on pages 56 to 59.

Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share of
drawdowns and distributions in respect of those entities are credited and debited respectively.

Amounts owed by subsidiaries

Amounts owed to subsidiaries

31 January 2020
£’000

31 January 2019
£’000

31 January 2020
£’000

31 January 2019
£’000

–

2,886

138,706

–

20,085

38,219

16,258

91,143

–

All unquoted and quoted investments are valued at fair value in accordance with IFRS 9.

Investments in level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are
calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account
of cash flow events occurring after the date of the manager’s valuation, such as realisations or liquidity adjustments. The valuations of unquoted
investments provided by underlying managers are calculated in accordance with the 2018 IPEV Guidelines, which primarily use an earnings
multiple methodology. A 30% increase/(decrease) in the value of these assets would result in a rise and fall in NAV of £223.4m and £228.1m
respectively or 28.2% and 28.7% (31 January 2019: rise and fall of £194.0m and £194.0m or 26.6% and 26.5%).

Subsidiary

ICG Enterprise Trust Limited Partnership

ICG Enterprise Trust (2) Limited Partnership

ICG Enterprise Trust Co-investment LP

A full list of related undertakings is presented in note 10.

30 LARGEST FUND INVESTMENTS (UNAUDITED)

18 RELATED PARTY TRANSACTIONS CONTINUED
Funds managed by the Company’s Manager, excluding direct co-investments which had remaining commitments of £1.8m (2019: £1.9m), are:

Year ended 31 January 2020

Year ended 31 January 2019

We have investments with 41 leading private equity
firms, of which 29 relationships are current.

Fund

ICG Europe Fund VII1

ICG Europe Fund VI1

ICG Europe Fund V1

ICG Europe Mid-Market Fund 1

ICG Europe Fund 2006B1

ICG Recovery Fund 2008B1

ICG North American Private Debt Fund II2

ICG Strategic Equity Fund III2

ICG Strategic Secondaries Fund II2

ICG Augusta Partners Co-Investor2

ICG Cross Border2

ICG Velocity Partners Co-Investor2

ICG Asia Pacific III2

Total

Original
commitment
£’000

Remaining
commitment
£’000

33,602

21,001

12,917

16,801

8,840

10,081

7,573

30,292

26,505

18,932

3,786

11,359

22,574

3,257

857

16,801

1,172

6,156

6,371

29,784

14,395

18,137

980

1,122

2,656

213,048

124,262

Fair
value
£’000

13,586

20,012

2,813

(216)

6,326

4,570

1,167

1,429

12,338

4,010

2,971

3,561

11,256

83,823

Original
commitment
£’000

Remaining
commitment
£’000

34,925

21,828

13,426

–

9,188

10,478

7,629

30,516

26,701

19,072

3,814

11,443

31,527

3,448

890

–

2,177

7,285

7,629

29,944

14,946

18,338

1,041

363

4,676

200,463

122,264

Fair
value
£’000

3,332

22,727

4,744

–

6,822

2,855

–

572

13,467

734

3,238

3,516

8,003

70,010

At the balance sheet date the Company has fully funded its share of capital calls due to ICG managed funds in which it is invested.

19 POST BALANCE SHEET EVENTS
Following the year end, there have been developments in relation to the COVID-19 outbreak resulting in significant market volatility and wider
disruption. The Manager has taken action to protect its people and maintain business continuity, with all team members working remotely and
the Company’s key service providers continuing to operate effectively.

The Manager is working closely with the Company’s underlying managers to understand the immediate and potential future impact of the
COVID-19 pandemic, and its economic fallout, on the Company and its Portfolio. The majority of the Company’s valuations rely on information
provided by underlying portfolio managers who report on a quarterly basis. While there have been no subsequent valuations received as at the
date of this report the Manager expects, based on discussions with the underlying portfolio managers, that the reduction in the Portfolio value
since the balance sheet date has been less severe than the reduction in public markets.

As noted within the Manager’s review on pages 20 to 27, during the year the Company’s financial position was strengthened by agreeing a
new bank facility of €176m (£148m), which matures in two equal tranches in April 2021 and April 2022 and is subject to a number of covenants.
Since the year end, the Company has drawn £40m from its facility, taking the Company’s gross cash balances to £56m at 23 April 2020.

As part of the Board’s assessment of the going concern basis and viability of the Company, as detailed on page 51 of the Corporate governance
report, a range of stressed scenarios and sensitivity analyses were examined to identify conditions that might result in the facility’s covenants
being breached. This included the consideration of possible remedial action that the Company could undertake to avoid such breaches.
The diversification and defensive characteristics of the Portfolio were also considered.

The output from the scenario analysis is sensitive to the reduction in Portfolio value which is dependent on external factors. The Company is
not in breach of any of its facility covenants, has sufficient headroom and is well placed to manage the Portfolio cash flows. However, in the
event of an extreme fall in Portfolio value, the Company would need to undertake remedial actions in order to continue to meet these covenants.
Given the depth of the secondary markets, and the Company’s track record of secondary sales, the most likely route would be for the Company
to undertake secondary transactions of its existing assets and commitments. The Company would also discuss alternative arrangements with
its existing lenders. Based on the Board’s review and drawing on its extensive skills and experience it expects that, even in this extreme scenario,
the Company would continue as a viable entity.

The COVID-19 pandemic is considered to be a non-adjusting post balance sheet event and as such no adjustments have been made to the
valuation of assets and liabilities at 31 January 2020.

Between 1 February 2020 and 23 April 2020, being the latest practical date before publication of this document, the Company purchased 110,000
ordinary shares at an average price of 700p, for a total cost of £0.8m at a weighted average discount of 40%. These shares are held in treasury.

1. GRAPHITE CAPITAL PARTNERS VIII1
£450m fund focused on small to mid-sized UK
buyouts. Sectors include healthcare, business
services, industrials, leisure and consumer.

2. GRIDIRON CAPITAL FUND III
$850m US mid-market buyout fund targeting
investments focused on three core sectors:
business services, niche industrial manufacturing
and specialty consumer services.

3. ICG EUROPE VI2
€3bn pan-European mezzanine and equity fund
investing in mid-to-large sized companies. The fund
invests across the capital structure aiming for private
equity returns with a subordinated debt risk profile.

Value
Outstanding commitment
Committed
Country/region

£90.1m
£14.9m
2013
UK

Value
Outstanding commitment
Committed
Country/region

£24.3m
£4.1m
2016
North America

Value
Outstanding commitment
Committed
Country/region

£20.0m
£3.3m
2015
Europe

4. CVC EUROPEAN EQUITY PARTNERS VI
€10.5bn large buyout fund investing in a wide
range of global industrial and service businesses
headquartered in Europe and North America.

5. THOMAS H LEE EQUITY FUND VII
$2.6bn fund investing in US mid-market and large
buyouts with a focus on business and financial
services, consumer and healthcare, media and
information services sectors.

6. BC EUROPEAN CAPITAL IX2
€6.7bn fund investing in large buyouts in Europe
and the US of market-leading businesses with
defensive growth characteristics.

Value
Outstanding commitment
Committed
Country/region

£18.0m
£2.9m
2013
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£17.9m
£1.6m
2015
USA

Value
Outstanding commitment
Committed
Country/region

£15.7m
£2.1m
2011
Europe/USA

7. PAI EUROPE VI
€3.3bn fund focused on market-leading companies
in five core sectors: business services, food and
consumer goods, general industrials, healthcare
and retail and distribution.

8. ADVENT GLOBAL PRIVATE EQUITY VIII
$13bn fund investing in European and US
mid-market and large buyouts across a variety
of sectors.

9. PERMIRA V
€5bn fund focused on mid and large buyouts
primarily in Europe, but also including the US
and Asia. Sectors include consumer, TMT,
industrials, financial services and healthcare.

Value
Outstanding commitment
Committed
Country/region

£14.7m
£1.5m
2013
Europe

Value
Outstanding commitment
Committed
Country/region

£14.6m
£1.4m
2016
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£14.4m
£0.8m
2013
Europe/USA

10. PAI STRATEGIC PARTNERSHIPS2
€1.7bn fund invested in two companies previously held
as part of PAI Europe fund V, and directly in the case of
Froneri. The fund will provide more time and support
to maximise the potential from these companies.

11. SIXTH CINVEN FUND
€7bn fund investing in large buyouts in Western
Europe with a focus on business and financial services,
healthcare, industrials and consumer sectors.

12. GRAPHITE CAPITAL PARTNERS VII1,2
£475m fund focused on small to mid-sized UK
buyouts with a focus on roll-outs and buy and
build transactions.

Value
Outstanding commitment
Committed
Country/region

£14.4m
£1.5m
2019
Europe

Value
Outstanding commitment
Committed
Country/region

£13.7m
£5.3m
2016
Europe

Value
Outstanding commitment
Committed
Country/region

£13.7m
£2.8m
2007
UK

13. ICG EUROPE VII
€4.5bn pan-European mezzanine and equity fund
investing in mid-to-large sized companies. The fund
invests across the capital structure aiming for private
equity returns with a subordinated debt risk profile.

14. BC EUROPEAN CAPITAL X
€7bn fund investing in large buyouts in Europe and
the US of market-leading businesses with defensive
growth characteristics.

15. ICG STRATEGIC SECONDARIES FUND II
$1.1bn fund focused on acquiring portfolios of
direct private equity investments primarily in the
US and Europe.

Value
Outstanding commitment
Committed
Country/region

£13.6m
£22.6m
2018
Europe

Value
Outstanding commitment
Committed
Country/region

£12.4m
£1.9m
2016
Europe

Value
Outstanding commitment
Committed
Country/region

£12.3m
£14.4m
2016
Europe/USA

1 Includes the associated Top Up funds.
2 All or part of an interest acquired through a secondary fund purchase.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCESUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATIONICG ENTERPRISE TRUST PLC Annual Report and Accounts 202030 LARGEST FUND INVESTMENTS (UNAUDITED) CONTINUED

PORTFOLIO ANALYSIS (UNAUDITED)

16. ONE EQUITY PARTNERS VI
$1.7bn fund focused on buy and build transactions
in middle market companies in North America and
Western Europe.

17. SILVERFLEET II
€870m European mid-market fund with a particular
focus on buy and build transactions.

Value
Outstanding commitment
Committed
Country/region

£11.8m
£0.8m
2016
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£11.5m
£2.0m
2014
Europe

19. CVC EUROPEAN EQUITY PARTNERS VII
€16.4bn large buyout fund investing in a wide
range of companies diversified by size, sector and
geography although predominantly headquartered
in Europe and North America.

20. TDR CAPITAL III
€2.1bn fund investing in European mid-market
companies. TDR’s strategy is to invest in a small
number of companies allowing for a highly
operationally focused approach.

Value
Outstanding commitment
Committed
Country/region

£10.9m
£10.0m
2017
Europe/North America

Value
Outstanding commitment
Committed
Country/region

£10.3m
£2.1m
2013
Europe

18. ICG ASIA PACIFIC FUND III
$691m mezzanine and equity fund investing
in developed markets in the Asia Pacific region.
The fund invests across the capital structure aiming
for private equity returns with a subordinated debt
risk profile.
Value
Outstanding commitment
Committed
Country/region

£11.3m
£2.7m
2016
Asia Pacific

21. RESOLUTE II2
$3.6bn fund managed by The Jordon Company
focused on mid-market buyouts in the US. Sectors
include industrials, consumer and healthcare,
transportation and logistics, telecoms, technology
and utility, energy and financial services.
Value
Outstanding commitment
Committed
Country/region

£10.3m
£2.3m
2018
USA

22. OAK HILL CAPITAL PARTNERS IV
$2.7bn fund that invests in mid-market companies
and develops investment themes based on
long-term trends. It is focused on four core sectors:
consumer, retail and distribution; industrials;
media and communication; and services.
Value
Outstanding commitment
Committed
Country/region

£8.9m
£2.7m
2017
USA

23. PERMIRA VI
€7.5bn fund focused on mid and large buyouts
primarily in Europe, but also including the US and
Asia. Sectors include consumer, TMT, services
and healthcare.

24. ACTIVA CAPITAL FUND III
€204m French mid-market fund focused on buyouts
in consumer goods, distribution, business services,
healthcare, media and IT sectors.

Value
Outstanding commitment
Committed
Country/region

£8.9m
£1.8m
2016
Europe

Value
Outstanding commitment
Committed
Country/region

£8.7m
£1.9m
2013
France

25. NORDIC CAPITAL PARTNERS VIII
€3.6bn mid and large buyout fund investing in
a range of industry sectors in the Nordic region
and Germany and in healthcare on a global basis.

26. HOLLYPORT SECONDARY OPPORTUNITIES VI
$500m fund focused on acquiring tail-end
portfolios of mature private equity fund interests
on a global basis.

Value
Outstanding commitment
Committed
Country/region

£8.6m
£1.3m
2013
Europe

Value
Outstanding commitment
Committed
Country/region

£8.3m
£2.3m
2017
Global

28. GRYPHON V
$2.1bn fund targeting US mid-market buyouts,
with a focus on business services, consumer,
healthcare and industrial growth.

Value
Outstanding commitment
Committed
Country/region

£8.0m
£3.9m
2019
North America

29. IK VII
€1.4bn Northern European fund investing in
mid-market companies with the potential to achieve
leading and defensible positions. Key sectors
include business services, care, consumer goods
and industrial goods.
Value
Outstanding commitment
Committed
Country/region

£8.0m
£0.4m
2013
Europe

27. IK VIII
€1.9bn Northern European fund investing in
mid-market companies with the potential to achieve
leading and defensible positions. Key sectors
include business services, consumer/food,
engineered products and healthcare.
Value
Outstanding commitment
Committed
Country/region

£8.1m
£1.5m
2016
Europe

30. BAIN CAPITAL EUROPE IV
€3.5bn pan-European upper mid-market fund with
a strong focus on transformational change through
operational improvement.

Value
Outstanding commitment
Committed
Country/region

£8.0m
£0.8m
2014
Europe

MOVEMENT IN THE PORTFOLIO

£m

Opening Portfolio1

Third party funds portfolio drawdowns

High conviction investments – ICG funds, secondary investments and co-investments

Total new investment

Realisation proceeds

Net cash outflow/(inflow)

Underlying valuation movement2

Currency movement

Closing Portfolio1

% underlying Portfolio growth (local currency)

% currency movement

% underlying Portfolio growth (sterling)

1 Refer to the Glossary for reconciliation to the portfolio balance presented in the unaudited results.
2 95% of the Portfolio is valued using 31 December 2019 (or later) valuations (31 January 2019: 91%).

Year ended
31 January
2020

Year ended
31 January
2019

694.8

97.4

61.2

158.6

600.7

79.2

78.4

157.6

(148.8)

(163.0)

9.8

115.4

(13.6)

806.4

16.6%

(2.0%)

14.6%

REALISATION ACTIVITY

Investment

Froneri

Abode Healthcare

Ceridian

Visma

Atlas for Men

Stella

SK:N Limited (Lasercare)

Aston Scott

Parex

Integer

Manager

PAI Partners

Tailwind Capital

Thomas H Lee Partners

Cinven

Activa

ICG

Graphite Capital

Bowmark

CVC

ICG

Year of investment

2013

2018

2007

2014

2016

2015

2006

2015

2014

2018

Realisation type

Restructuring1

Financial buyer

Sell down post IPO

Financial buyer

Trade

Financial buyer

Total of 10 largest underlying realisations

Total realisations

1 Majority of proceeds from current year sale re-invested into a rollover vehicle managed by PAI Partners.

INVESTMENT ACTIVITY

Investment

Froneri2

Doc Generici

VitalSmarts

Description

Manufacturer and distributor of ice cream products

Retailer of pharmaceutical products

Provider of corporate training courses focused on communication skills
and leadership development

Berlin Packaging

Provider of global packaging services and supplies

RegEd

Provider of regulatory compliance and management software products

NRS Healthcare

Provider of community products and services which are used to help elderly
and disabled live independently

Hanson Wade

Organiser of B2B conferences for pharmaceutical and biotech industries

Provider of specialist care for children and adolescents

Horizon Care and
Education

Tat Hong

Prodapt

Manager

PAI Partners

ICG

Country

Italy

Leeds Equity Partners USA

Oak Hill Capital
Partners

Gryphon Investors

Graphite Capital

USA

Operator of crane rental company

Provider of consulting and managed services for telecom/DSP ecosystems

ICG

Singapore

India

(5.4)

90.4

9.1

694.8

15.0%

1.6%

16.6%

Proceeds
£m

17.8

10.8

10.7

8.3

4.6

3.7

3.6

3.5

2.9

68.9

148.8

Cost 1
£m

13.1

12.4

8.3

8.1

4.6

2.9

2.8

2.6

2.5

2.4

59.7

158.6

1 Includes the associated Top Up funds.
2 All or part of an interest acquired through a secondary fund purchase.

Total of 10 largest underlying new investments

Total new investments

1 Represents ICG’s indirect exposure (share of fund cost) plus any amounts paid for co-investments in the period.
2 Majority of proceeds from current year sale re-invested into a rollover vehicle managed by PAI Partners.

OTHER INFORMATION (UNAUDITED)

COMMITMENTS ANALYSIS

Investment period not commenced

Funds in investment period

Funds post investment period

Total

Movement in outstanding commitments in year ended 31 January 2020
£m

Outstanding commitments at beginning of year

New primary commitments

New commitments relating to co-investments and secondary purchases

Drawdowns

Secondary disposals

Currency and other movements

Outstanding commitments at end of year

£m

Outstanding commitments

Total available liquidity (including facility)

Overcommitment (including facility)

Overcommitment % of net asset value

NEW COMMITMENTS DURING THE YEAR TO 31 JANUARY 2020

Original
commitment
£’000

16,801

543,836

804,907

1,365,544

Outstanding
commitment
£’000

Average
drawdown
percentage

% of
commitments

16,801

360,044

81,793

458,639

0.0%

33.8%

89.8%

66.4%

3.7%

78.5%

17.8%

100.0%

31 January
2020

31 January
2019

411.2

156.3

2.0

(113.3)

(1.5)

3.9

458.6

321.2

162.1

23.3

(99.8)

(2.2)

6.6

411.2

31 January
2020

31 January
2019

458.6

(162.3)

296.3

37.3%

411.2

(164.5)

246.7

33.8%

Fund

Primary commitments

ICG Europe Mid-Market Fund

Seventh Cinven

Oak Hill V

AEA VII

Investindustrial VII

IK IX

Permira VII

Advent IX

Gridiron IV

Gryphon V

Carlyle Europe V

CB Technology Opportunities Fund

Total primary commitments

Commitments relating to co-investments and secondary investments

Total new commitments

Strategy

Geography

Mezzanine and equity in mid-market
buyouts

Large buyouts

Mid-market buyouts

Large buyouts

Mid-market buyouts

Europe

USA

North America

Southern Europe

Europe

Global

Europe/USA

North America

Europe

Lower middle-market buyouts

North America

£m

17.9

17.3

15.8

15.3

13.6

13.5

13.4

13.2

12.4

11.5

8.6

3.8

156.3

2.0

158.3

CURRENCY EXPOSURE

Portfolio1

Sterling

Euro

US dollar

Other European

Other

Total

31 January
2020
£m

31 January
2020
%

31 January
2019
£m

246.0

226.6

224.2

59.6

50.0

806.4

30.5

28.1

27.8

6.2

7.4

100.0

241.9

190.8

173.3

53.8

35.0

694.8

1 Currency exposure is calculated by reference to the location of the underlying Portfolio companies’ headquarters.

Outstanding commitments

Sterling

Euro

US dollar

Other European

Total

DIVIDEND ANALYSIS

Period ended

31 January 2020 1

31 January 2019

31 January 2018

31 January 2017

31 January 2016

31 January 2015

31 January 2014

31 January 2013

31 January 2012

31 January 2011

31 December 2009

31 December 2008

31 December 2007

31 December 2006

31 January
2020
£m

31 January
2020
%

31 January
2019
£m

65.3

213.0

178.5

1.8

458.6

14.2

46.5

38.9

0.4

100.0

Revenue
return
per share
p

Ordinary
dividend
per share
p

Special
dividend
per share
p

Total
dividend
per share
p

4.02

2.69

23.76

8.13

11.07

12.96

19.02

3.15

6.33

1.51

(0.11)

5.12

8.86

7.44

23.0

22.0

21.0

20.0

11.0

10.0

7.5

5.0

2.25

4.5

8.0

6.5

–

5.5

8.0

–

23.0

22.0

21.0

20.0

11.0

15.5

5.0

2.25

4.5

8.0

6.5

83.3

172.2

153.9

1.8

411.2

Net
asset value
per share
p

1,152.1

1,056.5

959.1

871.0

730.9

695.2

677.2

631.5

569.4

534.0

464.1

449.0

519.4

454.6

1 Includes the quarterly dividend of 5.0p paid on 6 March 2020 and the final dividend of 8.0p to be paid on 24 July 2020 subject to shareholder approval at the AGM.

31 January
2019
%

34.8%

27.5%

25.0%

7.7%

5.0%

100.0%

31 January
2019
%

20.3%

41.9%

37.4%

0.4%

100.0%

Closing
mid-market
share price
p

966.0

822.0

818.0

698.5

545.0

575.0

563.5

487.0

357.0

308.0

305.0

187.0

474.0

386.0

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCESUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATION
FTSE All-Share Index Total Return is the change in the level of the
FTSE All-Share Index, assuming that dividends are re-invested on
the day that they are paid.

Full realisations are exit events (e.g. trade sale, sale by public offering,
or sale to a financial buyer) following which the residual exposure to
an underlying company is zero or immaterial.

Funds in investment period are those funds which are able to make
new platform investments under the terms of their fund agreements,
usually up to five years after the initial commitment.

General Partner (‘GP’) is the entity managing a private equity fund
that has been established as a limited partnership. This is commonly
referred to as the Manager.

Hedging is an investment technique designed to offset a potential loss
on one investment by purchasing a second investment that is expected
to perform in the opposite way.

High conviction portfolio* comprises co-investments, ICG managed
funds and secondary fund investments.

Initial Public Offering (‘IPO’) is an offering by a company of its share
capital to the public with a view to seeking an admission of its shares
to a recognised stock exchange.

Internal Rate of Return (‘IRR’) is a measure of the rate of return
received by an investor in a fund. It is calculated from cash drawn
from and returned to the investor together with the residual value
of the investment.

Last Twelve Months (‘LTM’) refers to the time frame of the
immediately preceding 12 months in reference to a financial metric
used to evaluate the Company’s performance.

Limited Partner (‘LP’) is an institution or individual who commits
capital to a private equity fund established as a limited partnership.
These investors are generally protected from legal actions and any
losses beyond the original investment.

Limited Partnership includes one or more general partners, who have
responsibility for managing the business of the partnership and have
unlimited liability, and one or more limited partners, who do not
participate in the operation of the partnership and whose liability
is ordinarily capped at their capital and loan contribution to the
partnership. In typical fund structures, the general partner will not
receive a profit share until cost has been returned and an agreed
preferred return has been achieved.

GLOSSARY (UNAUDITED)

Alternative Performance Measures (‘APMs’) are a term defined by
the European Securities and Markets Authority as ‘financial measures
of historical or future performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable
financial reporting framework’.

APMs are used in this report if considered by the Board and the
Manager to be the most relevant basis for shareholders in assessing
the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account
industry practice.

Definitions and reconciliations to IFRS measures are provided in the main
body of the report or denoted * in this Glossary, where appropriate.

Buyout funds are funds that acquire controlling interests in
companies with a view towards later selling those companies
or taking them public.

Compound Annual Growth Rate (‘CAGR’) represents the annual
growth rate of an investment over a specified period of time longer
than one year.

Capital deployed* please see ‘Total new investment’.

Carried interest is equivalent to a performance fee. This represents
a share of the profits that will accrue to the underlying private equity
managers, after achievement of an agreed preferred return.

Co-investment is a direct investment in a company alongside a private
equity fund.

Co-investment incentive scheme accrual represents the estimated
value of interests in the co-investment incentive scheme operated
by the Company. At both 31 January 2020 and 31 January 2019,
the accrual was estimated as the theoretical value of the interests
if the Portfolio had been sold at its carrying value at those dates.

Commitment represents the amount of capital that each limited
partner agrees to contribute to the fund which can be drawn at
the discretion of the general partner.

Direct investments are investments in a single underlying company.

Discount* arises when the Company’s shares trade at a discount to
NAV. In this circumstance, the price that an investor pays or receives
for a share would be less than the value attributable to it by reference
to the underlying assets. The discount is the difference between
the share price and the NAV, expressed as a percentage of the NAV.
For example, if the NAV was 100p and the share price was 90p, the
discount would be 10%.

Drawdowns are amounts invested by the Company into funds when
called by underlying managers in respect of an existing commitment.

EBITDA stands for earnings before interest, tax, depreciation and
amortisation, which is a widely used performance measure in the
private equity industry.

Enterprise value is the aggregate value of a company’s entire issued
share capital and net debt.

Local currency return is the change in the valuation of the Company’s
Portfolio, before the effect of currency movements and co-investment
scheme accrual. The local currency return of 16.6% is calculated
as follows:

£m

Investments
at fair value
as per balance
sheet

Cash held by
subsidiary
limited
partnerships

Balances
receivable
from
subsidiary
limited
partnerships

Co-
investment
incentive
scheme
accrual

£m

Income, gains and losses on investments

Foreign exchange gains and losses included in
gains and losses on investments

Incentive accrual valuation movement

Total gains on Portfolio investments excluding
impact of foreign exchange

Opening Portfolio valuation

2020

92.7

13.8

8.9

115.4

694.8

2019

91.5

(8.7)

7.6

90.4

600.7

Portfolio return on a local currency basis

16.6%

15.0%

31 January 2020

31 January 2019

778.4

670.1

–

28.0

24.7

Portfolio

806.4

694.8

Post 2008 crisis investments are defined as those completed in
2009 or later.

Pre 2008 crisis investments are defined as those completed in 2008
or before, based on the date the original deal was completed, which
may differ from when the Company invested if acquired through
a secondary.

Management Buy-In (‘MBI’) is a change of ownership, where an
incoming management team raises financial backing, normally a mix
of equity and debt, to acquire a business.

Preferred return is the preferential rate of return on an individual
investment or a portfolio of investments, which is typically 8%
per annum.

Management Buyout (‘MBO’) is a change of ownership, where the
incumbent management team raises financial backing, normally a mix
of equity and debt, to acquire a business it manages.

Premium occurs when the share price is higher than the NAV and
investors would therefore be paying more than the value attributable
to the shares by reference to the underlying assets.

Net asset value per share (‘NAV’) is the value of the Company’s
net assets attributable to one ordinary share. It is calculated by
dividing ‘shareholders’ funds’ by the total number of ordinary shares
in issue. Shareholders’ funds are calculated by deducting current
and long-term liabilities, and any provision for liabilities and charges,
from the Company’s total assets.

Public to private (‘P2P’) is the purchase of all of a listed company’s
shares and the subsequent delisting of the company, funded with a
mixture of debt and unquoted equity.

Quoted company is any company whose shares are listed or traded
on a recognised stock exchange.

Net asset value per share Total Return* is the change in the
Company’s net asset value per share, assuming that dividends are
re-invested at the end of the quarter in which the dividend was paid.

Net debt is calculated as the total short-term and long-term debt
in a business, less cash and cash equivalents.

Overcommitment* refers to where private equity fund investors
make commitments exceeding available liquidity for investment.
When determining the appropriate level of overcommitment, careful
consideration needs to be given to the rate at which commitments
might be drawn down, and the rate at which realisations will generate
cash, and therefore liquidity, from the existing portfolio to fund
new investment.

Portfolio* represents the aggregate of the investment Portfolios
of the Company and of its subsidiary limited partnerships. This is
consistent with the commentary in previous annual and interim
reports. The Board and the Manager consider that this is the most
relevant basis for shareholders to assess the overall performance
of the Company and comparison with its peers.

The closest equivalent amount reported on the balance sheet is
‘investments at fair value’. A reconciliation of these two measures
is presented below.

Realisation proceeds* are amounts received by the Company in
respect of the Portfolio, which may be in the form of capital proceeds
or income such as interest or dividends. In accordance with IFRS 10,
the Company’s subsidiaries are deemed to be investment entities and
are included in subsidiary investments within the financial statements.
Movements in the cash flow statement within the financial statements
reconcile to the movement in the Portfolio as follows:

£m

Per cash flow statement

Sale of portfolio investments

Sale of portfolio investments, interest received and
dividends received within subsidiary investments

Interest income

Dividend income

Realisation proceeds

2020

2019

107.2

135.5

34.5

5.8

1.3

21.6

4.0

1.9

148.8

163.0

Realisations – multiple to cost* is the average return from full exits
from the Portfolio in the period on a primary investment basis,
weighted by cost.

£m

Cumulative realisation proceeds from full exits in
the year

Cost

Average return multiple of cost

2020

2019

99.2

41.9

2.4x

156.6

64.6

2.4x

Undrawn commitments are commitments that have not yet been
drawn down.

Unquoted company is any company whose shares are not listed
or traded on a recognised stock exchange.

Valuation multiples are earnings or revenue multiples applied
in valuing a business enterprise.

Venture capital refers to investing in companies at a point in that
company’s life cycle that is either at the concept, start-up or early
stage of development.

GLOSSARY (UNAUDITED) CONTINUED

Realisations – uplift to carrying value* is the aggregate uplift on
full exits from the Portfolio in the period excluding publicly listed
companies that were exited via sell downs of their shares.

£m

Realisation proceeds from full exits in the year

Carrying value at previous quarterly valuation
prior to exit

Realisation uplift to previous carrying value

2020

73.5

53.7

37%

2019

118.4

87.6

35%

Secondary investments occur when a Company purchases existing
private equity fund interests and commitments from an investor
seeking liquidity.

Share price Total Return* is the change in the Company’s share price,
assuming that dividends are re-invested on the day that they are paid.

Total new investment is the total of direct co-investment and fund
investment drawdowns in respect of the Portfolio. In accordance with
IFRS 10, the Company’s subsidiaries are deemed to be investment
entities and are included in subsidiary investments within the
financial statements.

Movements in the cash flow statement within the financial statements
reconcile to the movement in the Portfolio as follows:

£m

Per cash flow statement

2020

2019

Purchase of portfolio investments

95.4

101.8

Purchase of portfolio investments within
subsidiary investments

Total new investment

63.2

158.6

55.8

157.6

Total Return is a performance measure that assumes the notional
re-investment of dividends. This is a measure commonly used by
the listed private equity sector and listed companies in general.

The table below sets out the share price and the net asset value per
share growth figures for periods of one, three, five and ten years
to the balance sheet date on a Total Return basis.

Total Return
performance
in years to
31 January 2020

Net asset value
per share

Share price

FTSE All-Share Index

1 year

3 years

5 years

10 years1

11.2%

20.5%

10.7%

40.6%

49.1%

18.4%

85.0%

92.6%

35.6%

190.5%

286.1%

111.2%

1 As the Company changed its year end in 2010, the ten-year figures are for the 121-month

period to 31 January 2020.

A final dividend of 8.0p is proposed in
respect of the year ended 31 January 2020,
payable as follows:
Ex-dividend date – 2 July 2020
(shares trade without rights to the dividend).

Record date – 3 July 2020 (last date for
registering transfers to receive the dividend).

Dividend payment date – 24 July 2020.

2020/21 dividend payment dates
Quarterly dividends will be paid in the
following months:
► September 2020

► December 2020

► March 2021

Payment of dividends
Cash dividends will be sent by cheque to the
first-named shareholder at their registered
address, to arrive on the payment date.
Alternatively, dividends may be paid direct
into a shareholder’s bank account via
Bankers’ Automated Clearing Service
(‘BACS’). This can be arranged by
contacting the Company’s registrar,
Computershare Investor Services PLC
(see contact details on this page).
Share price
The Company’s mid-market ordinary share
price is published daily in the Financial Times
and Daily Telegraph under the section
‘Investment Companies’. In the Financial
Times the ordinary share price is listed in the
sub-section ‘Conventional-Private Equity’.
Registrar services
Communications with shareholders are
mailed to the address held in the share
register. Any notifications and enquiries
relating to the registered share holdings,
including a change of address or other
amendment, should be directed to
Computershare Investor Services PLC
(details on this page). For those shareholders
that hold their shares through the BMO
savings schemes, please contact the Investor
Services team (details on this page).

E-communications for shareholders
ICG Enterprise Trust plc would like to
encourage shareholders to receive
shareholder documents electronically,
via our website or email notification instead
of hard copy format. This is a faster and
more environmentally friendly way of
receiving shareholder documents.
The online investor centre from our registrar,
Computershare, provides all of the information
required regarding your shares.
Its features include:
► The option to receive shareholder

communications electronically instead
of by post.

► Direct access to data held for you on

the share register including recent share
movements and dividend details.

► The ability to change your address or

dividend instructions online.

To receive shareholder communications
electronically in the future, including all
reports and notices of meetings, you just
need the Shareholder Reference Number
(‘SRN’) printed on your proxy form or
dividend notices, and knowledge of your
registered address. Please register your
details free at www.investorcentre.co.uk.
For those shareholders that hold their shares
through the BMO savings schemes, please
contact the BMO Investor Services team
(details on this page) to register your detail
for e-communications.
ISIN/SEDOL numbers
The ISIN/SEDOL numbers and ticker for the
Company’s ordinary shares are:
ISIN:

GB0003292009

SEDOL: 0329200

Reuters:

ICGT.L

AIC
The Company is a member of the Association
of Investment Companies (www.theaic.co.uk).

USEFUL INFORMATION

Address
ICG Enterprise Trust plc
Juxon House
100 St Paul’s Churchyard
London EC4M 8BU
020 3201 7700
Registered number: 01571089
Place of registration: England
Website
www.icg-enterprise.co.uk
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
www.uk.computershare.com/investor
Telephone: 0370 889 4091
BMO savings schemes
Investors through BMO savings schemes can
contact the Investor Services team on:
Telephone: 0345 600 3030
Email: investor.enquiries@bmogam.com
Financial calendar
The announcement and publication of
the Company’s results may normally be
expected in the months shown below:
April/May: Final results for year announced,

Annual Report and Accounts
published

June:

Annual General Meeting and First
quarter’s results announced

October:

Interim figures announced and
half-yearly report published

January:

Third quarter’s results announced

All announcements can be viewed on
the Company’s website (see above).
Manager
ICG Alternative Investment Limited
Juxon House
100 St Paul’s Churchyard
London EC4M 8BU
020 3201 7700
Authorised and regulated by the Financial
Conduct Authority (FRN: 606186).
Broker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Dividend – 2019/2020
Quarterly dividends of 5.0p were paid on:
► 6 September 2019

► 6 December 2019

► 6 March 2020

HOW TO INVEST IN ICG ENTERPRISE TRUST PLC

ICG Enterprise Trust plc is listed on the
London Stock Exchange and its shares can
be bought and sold just as those of any other
listed company. A straightforward way for
individuals to purchase and hold shares in the
Company is to contact a stockbroker, savings
plan provider or online investment platform.

You may be able to find a stockbroker using
the website of the independent Wealth
Management Association (‘WMA’)
at www.pimfa.co.uk.

You may also be able to purchase shares
via your bank account provider.

For a small fee, your chosen intermediary can
purchase shares in the Company on your behalf.

BMO savings schemes
Investors through BMO savings schemes
can contact the Investor Services team on:

Telephone: 0345 600 3030
Email: investor.enquiries@bmogam.com

ISA status
The Company’s shares are eligible for
tax-efficient wrappers such as Individual
Savings Accounts (‘ISAs’), Junior ISAs, and
Self Invested Personal Pensions (‘SIPPs’).

Information about ISAs and SIPPs, as well
as general advice on saving and investing,
can be found on the government’s free
and independent service at
www.moneyadviceservice.org.uk.

As with any investment into a company listed on
the stock market, you should remember that:

► the value of your investment and the

income you get from it can fall as well as
rise, so you may not get back the amount
you invested; and

► past performance is no guarantee of future

performance.

This is a medium to long-term investment
so you should be prepared to invest your
money for at least five years.

If you are uncertain about any aspect of
your decision to invest, you should consider
seeking independent financial advice.

Details of the Company’s website and
contact information for potential and existing
shareholders can be found in the Useful
information section on the previous page.

100

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ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2020STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCESUPPLEMENTARY INFORMATIONSHAREHOLDER INFORMATIONI

ICG ENTERPRISE TRUST PLC
Juxon House
100 St Paul’s Churchyard
London
EC4M 8BU