ICG Enterprise Trust Annual Report 2021

FY2021 Annual Report · ICG Enterprise Trust

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A leading listed
private equity investor

ICG ENTERPRISE TRUST PLC
ANNUAL REPORT AND ACCOUNTS 2021

Investing for
the long term

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.

CONTENTS

STRATEGIC REPORT

Investment strategy

1 Highlights for the year
2 At a glance
4
6 Chair’s statement
10 Manager’s review
Investing responsibly
16
20 Building better companies
26 30 largest underlying companies
30 Stakeholder engagement
32 Key performance indicators
34 People and culture
40 How we manage risk
42 Principal risks and uncertainties

GOVERNANCE

46 Governance overview
48 Board of Directors
50 Corporate governance report
54 Report of the Directors
Investment policy
57
58 Directors’ remuneration report
62 Report of the Audit Committee
64 Additional disclosures required
by the Alternative Investment
Fund Managers Directive
Statement of Directors’
responsibilities

FINANCIAL STATEMENTS

66 Independent auditor’s

report to the members of
ICG Enterprise Trust plc
Income statement

72
73 Balance sheet
74 Cash flow statement
75 Statement of changes in equity
76 Notes to the financial statements

SUPPLEMENTARY INFORMATION

93 30 largest fund investments
95 Portfolio analysis
97 Other information
98 Glossary

SHAREHOLDER INFORMATION

101 Useful information
102 How to invest in

ICG Enterprise Trust plc

View and download this report: www.icg-enterprise.co.uk

STRATEGIC REPORT

We have generated our highest portfolio growth rate in
a decade, delivering double-digit portfolio growth for
the 12th consecutive year.

This excellent performance underlines the quality of our
Portfolio1 and the benefit of our focused investment strategy.

P4
INVESTMENT STRATEGY

P10
MANAGER’S REVIEW

HIGHLIGHTS FOR THE YEAR

1,384P

NAV PER SHARE
(31 JANUARY 2020: 1,152P)

22.5%2,3

NAV PER SHARE TOTAL RETURN
(31 JANUARY 2020: 11.2%)

24.9%2

PORTFOLIO RETURN ON
A LOCAL CURRENCY BASIS
(31 JANUARY 2020: 16.6%)

31%2

REALISATION UPLIFT TO
PREVIOUS CARRYING VALUE
(31 JANUARY 2020: 37%)

2.8%2

SHAREHOLDER TOTAL RETURN
(31 JANUARY 2020: 20.5%)

24P

TOTAL DIVIDEND
(31 JANUARY 2020: 23P)

In the Chair’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 98.
2 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 page 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).

3 Refer to the Glossary on page 98 for reconciliation.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

AT A GLANCE

Combining our proven strategy with the
strength of our Manager’s global platform

WHO WE ARE

Experienced listed private
equity investor

YEAR TRACK
RECORD

We create long-term growth by investing in profitable
private companies, primarily in Europe and the US.

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

ICG Enterprise Trust is listed on the London Stock
Exchange and is a constituent of the FTSE 250.

53x

RETURN ON
ORIGINAL CAPITAL
RAISED

1,384p

NAV PER SHARE JAN 2021

Leading global alternative
asset manager

Our Manager, ICG1, is a global alternative asset
manager that provides capital to help companies
develop and grow. It has €47bn2 of assets under
management and is a constituent of the FTSE 100.

ICG invests in private companies, combining local
access and insight with an entrepreneurial approach
to give it a competitive edge in its markets.

OFFICES
WORLDWIDE

400+

EMPLOYEES

€47BN

AUM DEC 2020

ICG Alternative Investments Limited, a subsidiary of Intermediate Capital Group plc, became the Manager on 1 February 2016.
The previous Manager was Graphite Capital. More information is available on Graphite investments on page 56.

2 As at 31 December 2020.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

WHO WE ARE

P4
INVESTMENT STRATEGY

P10
MANAGER’S REVIEW

FOCUSED

SELECTIVE

DIFFERENTIATED

We invest in profitable
private companies, primarily
in Europe and the US.

We generate strong and
consistent returns, while
limiting downside risk.

We actively construct a balanced Portfolio
of companies with defensive growth
characteristics, investing directly and
through funds into companies managed
by ICG and third party managers.

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.

23%

OF THE PORTFOLIO VALUE IN
INVESTMENTS MANAGED BY ICG

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

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

COUNTRIES

1,500+

NUMBER OF COMPANIES IN ICG’S
PRIVATE MARKETS DATABASE3

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.
P34
PEOPLE AND CULTURE

3 Database includes companies that ICG plc has invested in or considered investing in over the last 12 years.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTINVESTMENT STRATEGY

A highly focused approach generating attractive returns

We invest in companies that are established, profitable and cash generative.

We make these investments directly and through funds managed by ICG and third party
managers taking account of ESG considerations throughout our investment process.

We aim to build a portfolio of companies with defensive growth characteristics that will
generate consistently strong returns over the long term.

ALL
PRIVATE
EQUITY

BUYOUTS

DEVELOPED
MARKETS

More consistent
returns with lower risk
than other private
equity strategies.

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

MID-MARKET
AND LARGER
DEALS
More likely to be
resilient to economic
cycles and typically
attract stronger
management teams
than smaller
companies.

LEADING
PRIVATE EQUITY
MANAGERS
With track records
of investing and
adding value
through cycles.

DEFENSIVE

GROWTH COMPANIES

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

ALL

PRIVATE

EQUITY

BUYOUTS

DEVELOPED

MARKETS

MID-MARKET

AND LARGER

DEALS

More consistent

Primarily in Europe and

More likely to be

returns with lower risk

the US which have

than other private

equity strategies.

more established private

equity sectors and more

resilient to economic

cycles and typically

attract stronger

experienced managers.

management teams

than smaller

companies.

LEADING

PRIVATE EQUITY

MANAGERS

With track records

of investing and

adding value

through cycles.

P10
MANAGER’S REVIEW

Investments in underlying companies selected by
ICG enhance returns from Third Party Funds

ICG SELECTS UNDERLYING COMPANIES DIRECTLY

S
T
N
E
M
T
S
E
V
N

N
O
T
C

V
N
O
C
H
G

ICG MANAGED
INVESTMENTS1

23%

OF PORTFOLIO

OF TOP 30
COMPANIES

THIRD PARTY
DIRECT AND
SECONDARY
INVESTMENTS

28%

OF PORTFOLIO

143

OF TOP 30
COMPANIES

25%4

FIVE-YEAR ANNUALISED
LOCAL CURRENCY
RETURNS

DEFENSIVE
GROWTH COMPANIES

ICG SELECTS THIRD PARTY MANAGERS
WHO INVEST IN UNDERLYING COMPANIES

19%4

FIVE-YEAR ANNUALISED
LOCAL CURRENCY
RETURNS

GENERATING
OPPORTUNITIES
FOR DIRECT AND
SECONDARY
INVESTMENTS

THIRD
PARTY
FUNDS

49%

OF PORTFOLIO

OF TOP 30
COMPANIES

15%4

FIVE-YEAR ANNUALISED
LOCAL CURRENCY
RETURNS

ESG considerations feature in all investment decisions
P16
INVESTING RESPONSIBLY

Includes ICG managed funds and direct investments.

1
2 As a percentage of Portfolio value.
3 All or part of investment held directly as a third party co-investment or acquired as part of third party secondary purchase.
4 Five-year local currency returns to 31 January 2021.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT

CHAIR’S STATEMENT

ICG Enterprise Trust
enters its 40th year in
good health. We are
encouraged by the
strong performance
of our Portfolio, which
is a testament to our
strategy and our focus
on investments with
defensive growth
characteristics.

JANE TUFNELL
Chair

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

In my first year as Chair of ICG
Enterprise Trust, I am pleased
to report that your Company’s
Portfolio has remained resilient,
demonstrating strong performance
despite a period of immense
challenge and volatility.

ICG Enterprise Trust’s Portfolio recorded its
best performance in a decade with Portfolio
Return on a Local Currency Basis of +24.9%.
Performance was particularly strong within
our High Conviction Investments, driven by a
number of Direct Investments in technology
and tech-enabled businesses, as well as
several realisations at significant Uplifts to
Carrying Value. This resulted in NAV per Share
Total Return of 22.5%, with NAV per Share of
1,384p as at 31 January 2021. I am very aware
that the Share Price Total Return of 2.8% for
the year does not reflect this performance.

DELIVERING ON OUR STRATEGIC GOALS
We made further progress towards our
strategic goals, increasing our weighting
towards High Conviction Investments and
increasing our exposure to the US.

Since appointing ICG as the Manager five
years ago, we have reduced the impact of
cash drag on performance by becoming more
fully invested without compromising the
quality of the Portfolio1 and at 31 January 2021
the Portfolio represented 100% of Net Assets
(31 Jan 2016: 82%).

Our High Conviction Investments represented
51% of the Portfolio at 31 January 2021 (31 Jan
2020: 41%) and have generated a local currency
return of 25% p.a. over the last five years.
We expect these investments to continue to
enhance the strong returns generated from our
Third Party Funds, which have returned 15%
p.a. in local currency over the last five years.

We have made progress in increasing
exposure to US investments, which now
represent 42% of the Portfolio (31 January
2020: 30%). 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.

THE IMPORTANCE OF
INVESTING RESPONSIBLY
Responsible investing remains a key focus for
our investment team which is able to leverage
ICG’s considerable resources in this area to
ensure that our investment programme is
compatible with our wider 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.

BOARD EVOLUTION
Following an external review we decided
that the Board’s level of investment trust
experience should be reinforced in the
ongoing succession plan. Having conducted
an interview process we were delighted
that David Warnock agreed to join the Board.
David brings extensive private equity,
investment trust and listed company
experience. The Board currently comprises
six independent non-executive directors,
with a diverse range of skills and expertise,
and an equal number of men and women.

Lucinda Riches will be retiring from the Board
on 21 June 2021 having served for ten years,
and I would like to thank Lucinda for her
contributions to ICG Enterprise Trust.

DIVIDEND
The Board is proposing a final dividend of 9p
per share. Together with the three interim
dividends of 5p per share each, this will take
total dividends for the year to 24p per share,
representing a 4.3% increase on the prior year
dividend of 23p per share and a 2.5% yield
on the year-end share price. This marks the
fifth consecutive year of dividend increases.

pandemic and is considering the most
appropriate arrangements in the light of
these. We currently envisage that the meeting
will be held as a hybrid meeting with at least
some shareholders able to attend in person
and others by videoconference, but the
arrangements (and in particular the possibility
of physical attendance) remain subject to
prevailing public health regulations. The
Board will be formally communicating with
shareholders outlining the format of the
meeting separately in the Notice of Meeting.
This will include details of how shareholders
may register their interest in attending the
AGM if this is permitted as intended.

WELL PLACED TO CONTINUE
TO GENERATE VALUE FOR OUR
SHAREHOLDERS
ICG Enterprise Trust enters its 40th year
in good health. We are encouraged by the
strong performance of our Portfolio, which
is a testament to our strategy and our focus
on investments with defensive growth
characteristics. As the world navigates its
recovery from the COVID-19 pandemic, we are
confident that we remain well placed to execute
on our purpose of providing shareholders with
access to the attractive long-term returns
generated by investing in private companies,
with the added benefit of daily liquidity.

ANNUAL GENERAL MEETING
The Annual General Meeting will be held
on 21 June 2021. The Board is mindful of
the ongoing travel and social gathering
restrictions arising from the COVID-19

Jane Tufnell
Chair
27 April 2021

PERFORMANCE TO 31 JANUARY 2021

FTSE All-Share Index
Share price

NAV per share

All figures are on a total return basis.

290.3%

207.7%

101.8%

109.3%

71.4%

22.5%

2.8%

(7.5)%

(1.6)%

53.1%

27.6%

31.5%

1 YEAR

3 YEARS

5 YEARS

10 YEARS

PERFORMANCE HIGHLIGHTS

24.9%

PORTFOLIO RETURN ON A
LOCAL CURRENCY BASIS

22.5%

NET ASSET VALUE PER
SHARE TOTAL RETURN

24P

DIVIDEND PER SHARE

In the Chair’s statement, Manager’s review and Supplementary information sections, reference is made to
the ‘Portfolio’. This is an APM and is defined in the Glossary on page 98.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT
CHAIR’S STATEMENT CONTINUED

with Jane TufnellQ&A We sit down in conversation with

Jane Tufnell as she reflects on her
first full year as Chair of the Board.

Q.
2020 BROUGHT SOME UNIQUE
DIFFICULTIES – WHAT WAS IT LIKE
FOR ICG ENTERPRISE TRUST?
The COVID-19 pandemic brought immense
challenge and volatility for everyone in
society. This was reflected in the investment
world, where we saw increased uncertainty
and large parts of the global economy
closed down. In spite of this ICG Enterprise
Trust performed exceptionally strongly,
with the Portfolio generating a Portfolio
Return on a Local Currency Basis of
+24.9% and NAV per share growing to
1,384p, representing a total return of 22.5%.
We were also able to execute a number of
fund disposals, in some cases undertaken
strategically at discounts to their carrying
value. We worked alongside the previous
Manager of the Company (Graphite
Capital) to facilitate the most significant
secondary disposal in the period.

Private equity demonstrated its flexibility and
ability to create value in challenging economic
environments. We remained active
throughout the year, having 32 full realisations
at an average uplift of 31% to the previous
carrying value, and made £139m of new
investments across our High Conviction
Investments and Third Party Funds.

What you do not see in the numbers is how
Oliver Gardey and the rest of the team
adapted their ways of working and navigated
the conditions to protect and grow value for
our shareholders. I would like to take this
opportunity to thank my fellow directors,
the investment team and all those who have
helped support ICG Enterprise Trust to
deliver these results during the past year.

Q.
IN YOUR FIRST YEAR AS CHAIR
WHERE HAVE YOU BEEN FOCUSING?
I am fortunate to be the Chair of a company
with such deep experience and expertise.
The Portfolio has demonstrated its
resilience and ability to grow in the past
year and I intend to focus on ensuring that
ICG Enterprise Trust is well positioned to
deliver further value for our shareholders.

The relationship with our Manager is crucial
to the prospects of ICG Enterprise Trust.
I have been focusing on how we interact with
ICG, ensuring that we make effective use of the
platform and resources they provide to us. I am
delighted by the support and quality of resource
that ICG commits to ICG Enterprise Trust.

During the year, I and the rest of the Board
worked with our Manager to ensure that ICG
Enterprise Trust not only weathered the crisis
but came out stronger. In particular we spent
time understanding the potential impacts of
the macro environment on the Portfolio and on
liquidity. The benefits of the ICG platform were
evidenced throughout the negotiation process
of the new €200m revolving credit facility,
which was signed after the year end.

Another area of focus was the establishment
of a Management Engagement Committee,
formed to oversee the formal review of the
performance of third-party providers.

As Chair, a key focus is on ensuring sound
governance. I believe it is critical to have
a Board with diverse backgrounds and
experience, and I was pleased to welcome
David Warnock to the Board during the year.
David has extensive experience across private
equity, investment trusts and listed companies.

Q.
HOW IS ICG ENTERPRISE
TRUST POSITIONED FROM
AN ESG PERSPECTIVE?
The Board is aware that private equity must
play its part in forging a more sustainable
economy. The private equity sector’s active
management model is extremely well placed to
help companies improve their ESG footprints.

ESG is one of the many areas where ICG
Enterprise Trust benefits from the resources
and experience of our Manager. ICG has
embedded ESG into its business for some
time including in capital raising, diversity
initiatives and integrating ESG considerations
formally into its investment processes. ICG
Enterprise Trust aims to only partner with
third party managers whose approach to
ESG is closely aligned to ICG’s framework.

I intend to focus on
ensuring that ICG
Enterprise Trust is
well positioned to
deliver further value
for our shareholders.

ESG is a constantly evolving area and I am
interested to see how it develops over the
next 12 months and beyond.

Q.
YOU HAVE SIGNIFICANT EXPERIENCE
OF INVESTMENT TRUSTS; WHAT ARE
YOUR OBSERVATIONS ON LISTED
PRIVATE EQUITY?
Listed private equity seems underappreciated,
and the more time I spend in the sector the
more this observation is reinforced.

The private equity ownership model
closely aligns the interests of owners and
management teams, focusing on growing
businesses to create long-term value.
This has resulted in a track record of
consistently delivering long-term growth.

However, investing directly in funds requires
substantial capital, expertise and resources in
order to achieve a diversified portfolio. It is
difficult for investors to access top-tier funds
and it takes time for capital to be deployed.

Listed private equity removes many of the
obstacles to investing in private equity, giving
investors liquid exposure with the purchase
of one share. ICG Enterprise Trust’s track
record, relationships and access mean that
with an ICG Enterprise Trust share, investors
have exposure to an attractive and mature
portfolio of private companies managed
by top-tier private equity managers.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Q.
WHAT DIFFERENTIATES ICG
ENTERPRISE TRUST FROM OTHER
LISTED PRIVATE EQUITY INVESTORS?
ICG Enterprise Trust has two key
differentiating factors: active portfolio
construction, and the unique benefits
of being managed by ICG.

Active portfolio construction is focused
on achieving an appropriate level of
diversification to high-quality companies
with defensive growth characteristics in
resilient sectors. ICG Enterprise Trust
achieves this by investing in funds managed
by top-tier private equity managers to
generate strong returns and to gain access
to a broad base of investments. ICG
Enterprise Trust is then able to make direct
investments into the most attractive
opportunities. In this way we actively
construct a portfolio of high-quality
companies with exposure to resilient and
growing sectors such as healthcare and
technology. This avoids over-exposure
to a single asset, sector or geography,
while allowing us to proactively increase
exposure to companies that benefit from
long-term structural trends and those
we believe would be more resilient in an
economic downturn.

ICG gives ICG Enterprise Trust access,
insight and expertise through its global
network and track record as a leading
alternative asset manager. ICG Enterprise
Trust is able to leverage this network and
ICG’s operating platform, and is able to
invest alongside ICG as well as to make
commitments to some of the world’s other
top-tier private equity managers.

Q.
WHAT ARE YOUR EXPECTATIONS
FOR ICG ENTERPRISE TRUST FOR
THE YEAR AHEAD AND BEYOND?
ICG Enterprise Trust is at an exciting point
in its development. It is well integrated
within ICG and the increased exposure
to the US and to High Conviction
Investments is generating incremental
value for shareholders.

I believe ICG Enterprise Trust is well
positioned for the future with the right
strategy, portfolio, financial strength
and team to enable it to navigate the
period ahead and to generate long-term
shareholder value.

Strategic progress
We continued to make progress against
our strategic objectives

Investment Portfolio
as % of net assets

2021 HIGHLIGHTS

Balance sheet efficiency maintained

Year end position ahead of
five-year average

82%

2016

100%

2021

97%

FIVE-YEAR AVERAGE

Increase amount deployed
into High Conviction
Investments as % of
capital invested1

2021 HIGHLIGHTS

Three new third party direct
investments made during the year

High Conviction Investments
represented 51% of Portfolio value
at year end

33%

2016

36%

2021

41%

FIVE-YEAR AVERAGE

Increase in exposure
to US market (%)

14%

2016

42%

2021

2021 HIGHLIGHTS

Exposure to US market increased
significantly during the year
(31 Jan 2020: 30%)

Committed to seven third party
managers during the year with a
focus on the US market

40–50%

MEDIUM-TERM EXPECTATION FOR
US INVESTMENTS TO REPRESENT AS
A PROPORTION OF PORTFOLIO VALUE

1 Metrics are cash flow based and represent the percentage of investments made during the year that were

invested within High Conviction Investments.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT
MANAGER’S REVIEW

24.9%

PORTFOLIO RETURN ON A LOCAL
CURRENCY BASIS1
(12 MONTHS TO 31 JANUARY 2020: 16.6%)

15%

TOP 30 COMPANIES REVENUE
GROWTH OVER THE LAST 12 MONTHS
(31 JANUARY 2020: 12%)

31%

REALISATION UPLIFT TO
PREVIOUS CARRYING VALUE1
(31 JANUARY 2020: 37%)

2.4x

MULTIPLE OF COST
OF REALISATIONS1
(31 JANUARY 2020: 2.4X)

We aim to deliver
attractive risk-adjusted
returns by executing
consistently on our
focused and differentiated
investment strategy.

OLIVER GARDEY
Head of Private Equity Fund Investments

PERFORMANCE OVERVIEW
Consistently strong Portfolio performance
This has been an extraordinary year, with the
COVID-19 pandemic impacting all of our lives
and generating significant volatility across
global economies. Against this backdrop, the
strength of our business model and highly
focused investment strategy has been evident.
Over the year the Portfolio generated a
+24.9% Portfolio Return on a Local Currency
Basis. This represents the 12th consecutive year
of double-digit portfolio growth.

We aim to deliver attractive risk-adjusted
returns by executing consistently on our
focused and differentiated investment
strategy. We focus on buyouts in developed
markets, targeting mid-market and larger
deals. We look for businesses that are
profitable, cash generative and with strong
defensive growth characteristics. We find
these characteristics in a range of sectors and
invest in these businesses directly, through
ICG managed funds and through third party
private equity managers. When combined
we believe this results in a well-balanced
portfolio that will generate consistently
strong growth.

High Conviction Investments are those where
ICG has actively selected the underlying
companies. High Conviction Investments
experienced particularly strong local
currency returns of +48.0% for the year and
represented £481m (51%) of the Portfolio
value at 31 January 2021. Key contributors
to the strength of performance were from
technology and tech-enabled businesses,

including Chewy whose share price increased
by 284% during the year (which we hold
through our investment in PetSmart and our
commitment to BC Partners IX) and Telos
(a global provider of cyber, cloud and
enterprise security services). Telos listed in
November at $17 per share, with the share
price increasing by 108% by 31 January 2021.

Our ongoing Third Party Funds delivered local
currency returns of +22.4% and represented
£468m (49%) of Portfolio value at 31 January
2021. Within our Third Party Funds, we also
executed a number of Fund Disposals,
including some at discounts to their carrying
value, in order to rebalance the Portfolio,
release Commitments and expand investment
capacity for Deployment into more attractive
opportunities in line with our ongoing strategy.
Including Fund Disposals, our Third Party
Funds delivered local currency returns of
+9.0%. Key contributors to the performance
of our Third Party Funds include Leaf Home
Solutions and Allegro. Leaf Home Solutions
is a branded direct-to-consumer company
in the US that provides guttering protection
and other home safety solutions. Allegro,
an online marketplace, listed on the Warsaw
stock exchange during the financial year.

Our Third Party Funds also play an important
strategic role by providing direct investment
opportunities. New Direct Investments made
during the financial year that were sourced
through our Third Party Fund relationships
were Visma (alongside Hg Capital) and AML
RightSource (alongside Gridiron Capital).

1 This is an APM as defined in the Glossary on page 98.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

PORTFOLIO BY HIGH CONVICTION
INVESTMENTS / THIRD PARTY FUNDS (%)

High Conviction
Investments

ICG investments

Third party direct investments

Third party secondary investments

Third Party Funds

23%

21%

49%

Realisation activity has continued to support
Portfolio performance during the year,
with an average Uplift to Carrying Value
on realisation of 31%.

PORTFOLIO OVERVIEW
High Conviction Investments underpinned
by investments in leading Third Party Funds
Our strategy is focused on investing in
mid-cap and larger companies that have
leading market positions, strong management
teams and attractive defensive growth
characteristics. 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.

High Conviction Investments represented
51% of the Portfolio value (31 Jan 2020: 41%)
and we anticipate these investments will
represent 50% – 60% of the Portfolio in the
medium term.

Our High Conviction Investments, which
include 23 of our Top 30 companies, allow
us to proactively increase exposure to
companies that benefit from long-term
structural trends and therefore have the
ability to grow even in less benign economic
environments. 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 a focus on defensive
growth companies. Over the last five years,
this element of the Portfolio has generated
a local currency return of 25% p.a.

Third Party Funds represent 49% of total
Portfolio value and were valued at £468m
(31 Jan 2020: £477m). This element of
the Portfolio provides a base of strong
diversified returns as well as deal flow for direct
and secondary investments. The underlying
funds are focused on mid-market and large-cap
European and US private equity managers.
Over the last five years this element of the
Portfolio has generated a local currency
return of 15% p.a.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTMANAGER’S REVIEW CONTINUED

Top 30 companies report another period of
double-digit revenue and earnings growth
Our largest 30 underlying companies
(‘Top 30 companies’) represent 52%
of the Portfolio by value. They performed
well, underpinned by strong operational
performance, and reported LTM revenue
growth of 15%.

Of the Top 30 companies, EBITDA is a
relevant metric for 261, which in aggregate
represent 35% of the Portfolio by value.
These companies reported LTM revenue and
EBITDA growth of 12% and 14% respectively.

Their Enterprise Value / EBITDA multiples
were 14.0x and the Net Debt/EBITDA ratio
was 4.3x. Our Top 30 companies are heavily
weighted towards developed private equity
markets. 48% of the Top 30 by Portfolio value
is invested in the US, 25% in Europe and 21%
in the UK. The Top 30 is diversified by sector,
with a bias towards companies with strong
defensive growth characteristics.

Within our Top 30 companies, three
companies listed during the financial
year (Telos, Allegro, and Dr. Martens).

All three enjoyed strong performance
during the financial year. In addition, we have
exposure to Chewy (which is also quoted)
through our investment in PetSmart, whose
share price also performed very strongly
during the financial year. The carrying value
of these companies increased significantly
during the financial year and combined they
contributed £125m to the growth of the
Portfolio, gross of underlying managers’ fees
and Carried Interest.

HOW WE CREATE VALUE: OUR BUSINESS MODEL

OUR COMPETITIVE ADVANTAGES

HIGHLY FOCUSED
INVESTMENT STRATEGY

ACCESS

EXPERIENCE

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

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

WHAT WE DO

ANALYSE & INVEST
Ahead of any investment,
deep and granular due diligence
is undertaken. A detailed
investment recommendation
is then discussed by the
Investment Committee and, if
approved, moves to legal review.

MONITOR & ACTIVELY
MANAGE PORTFOLIO
Underlying performance is
closely monitored and the
Portfolio’s exposures are
actively managed to ensure
consistent strong performance.

UNDERPINNED BY OUR OPERATING PLATFORM

FINANCE & RISK

SALES & MARKETING

OPERATIONS

Investment Committee oversight

1 PetSmart/Chewy, Telos, Allegro and Cognito were excluded from this analysis.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

REALISATION ACTIVITY
Realisations at significant Uplifts
to Carrying Value and cost
Despite the slowdown in realisation activity
during the first half of the financial year, Total
Proceeds for the full year amounted to £209m.
This was comprised of £137m generated from
the realisation of individual companies
(either held directly or through funds)
and £72m of proceeds from Fund Disposals.

NEW INVESTMENT ACTIVITY
Healthy investment activity despite
disrupted first half
Whilst there was a slowdown in investment
activity in the first half of the year at the onset
of the COVID-19 pandemic, we continued to
source attractive investment opportunities and
maintained a healthy level of investment activity
for the year, deploying capital into both High
Conviction Investments and Third Party Funds.

In total we invested £139m, of which £90m
was in Third Party Funds and £49m (36%)
was in High Conviction Investments.

Our Third Party Funds generated over 20
direct investment opportunities. Of these 20,
we completed three new Direct Investments
in the year for a total of £16m. These new
investments were made in:

32 Full Exits completed in the year and realised
£86m of proceeds. These realisations were
completed at an average of 31% Uplift to
Carrying Value and an average Multiple to
Cost of 2.4x. This is consistent with our recent
historical performance: over the last five
years Full Exits have averaged 35% Uplift to
Carrying Value and a Multiple to Cost of 2.4x.
A further £51m of proceeds were received
from partial exits.

Four of our Top 30 companies at the
beginning of the financial year were fully
realised during the financial year. The largest
exit was Roompot, which was sold by PAI
Partners to funds advised by KKR. Roompot
operates and develops holiday parks in
Northern Europe. It was sold at a significant
Uplift to Carrying Value of the Company’s
holding in the business. The success of the
realisation, agreed at a time of extreme
economic uncertainty, highlights the benefit of
investing in companies with strong defensive
growth characteristics and market leading
positions. Our second largest underlying
company at the start of the year, City & County
Healthcare Group, was fully realised by
Graphite Capital. Other notable realisations
included the exit of the French vinyl floor
manufacturer Gerflor (12th largest underlying
company at the start of the year), and sales
by the underlying managers of the listed
investments in Ceridian and TeamViewer.

We also demonstrated our active approach
to managing the Portfolio by executing a
number of Fund Disposals, generating £72m
of proceeds and releasing £42m of Undrawn
Commitments. A number of these were
undertaken strategically at discounts to their
carrying value in order to rebalance the
Portfolio, release Commitments and expand
investment capacity for Deployment into
more attractive opportunities in line with
our ongoing strategy. We worked alongside
the previous Manager of the Company
(Graphite Capital) to facilitate the most
significant fund disposal in the period, being
the partial disposal of our sizeable holding
in Graphite VIII, a fund focused on small to
mid-sized UK buyouts.

Company

Visma

Manager

AML RightSource Gridiron

Company sector / description

Provider of business management
software and outsourcing services

Provider of compliance and
regulatory services and solutions

Curium Pharma

ICG Strategic Equity Supplier of nuclear medicine

diagnostic pharmaceuticals

ICG Enterprise
Trust investment
during the year

£4m

£6m

The remaining £33m of High Conviction Investments made in the year were through ICG
funds (£22m), Secondary Investments (£9m) and add-on investments for existing Direct
Investments (£2m).

13 new fund Commitments to both existing
and new manager relationships
We continued to commit selectively to
top-tier managers who are aligned with
our long-term strategic objectives and have
an investment approach that complements
our defensive growth focus. We completed
13 new Third Party Fund Commitments
in the year totalling £95m. Three of these
Commitments were to managers with

whom we have not invested before,
demonstrating our ability to source and
execute new opportunities to work with
top tier managers. The managers we
back tend to raise funds which are often
oversubscribed and therefore difficult
to access for new investors.

We made the following Commitments
to funds with investment mandates:

Fund

Apax X

Focus

Global buyouts in the technology & telecoms,
services, healthcare, and consumer sectors

Bain Capital Tech
Opportunities

Mid-market buyouts and late stage growth capital
in technology and technology-enabled businesses
in North America

Bain XIII

Large buyouts in North America

Charlesbank X

Mid-market buyouts in North America

Clayton, Dubilier
& Rice XI

Mid-market and large buyouts in North America

CVC VIII

Large buyouts in Europe

FSN Capital VI

Mid-market buyouts in Northern Europe

Gridiron IV

Mid-market buyouts in the US

Hg Genesis 9
and Hg Saturn 2

Northern European software and services

Leeds VII

Mid-market buyouts in North America

New Mountain VI Mid-market buyouts in North America

PAI Mid-market

Lower mid-market buyouts in Europe

1 Top-up to existing Commitment.

ICG Enterprise
Trust Commitment
during the year

€10m (£9m)

$5m (£4m)

$10m (£8m)

$10m (£7m)

€15m (£14m)

€10m (£9m)

$3m (£2m)1

£9m

$10m (£7m)

$14m (£10m)

€10m (£9m)

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTMANAGER’S REVIEW CONTINUED

PORTFOLIO BY INVESTMENT TYPE (%)

Large buyouts

Mid-market buyouts

Small buyouts

PORTFOLIO BY GEOGRAPHY (%)

North America

Europe

Rest of world

PORTFOLIO BY SECTOR (%)

Consumer goods and services

TMT

Healthcare

Business services

Industrials

Education

Financials

Leisure

Other

56.3%

33.5%

10.2%

42.0%

31.8%

18.9%

7.3%

25.4%

19.2%

17.8%

12.5%

6.9%

6.4%

4.7%

4.5%

2.6%

PORTFOLIO ANALYSIS AT 31 JANUARY 2021
We have exposure to over 600 underlying
companies, of which the Top 30 contribute
52% of the Portfolio value and 198
companies represent 90% of the Portfolio
value. The Portfolio is broadly diversified
by sector and geography. This strikes an
appropriate balance between concentration,
so that Direct Investments can meaningfully
impact performance, and diversification, so
that we are not overly exposed to the risks
of individual portfolio companies or sectors.

Focus on mid-market and large companies
The Portfolio is weighted towards the
mid-market (34%) and large deals (56%),
which we view as more defensive than
smaller deal sizes, benefiting from stronger
management teams and often market
leading positions.

Quoted Companies
We do not invest in publicly quoted companies
but gain listed investment exposure when IPOs
are used to exit an investment. In these cases,
exit timing typically lies with the third party
manager we have invested alongside. We
therefore have exposure to listed businesses
within our Portfolio.

Focus on developed markets
The Portfolio is focused on developed private
equity markets, invested across the US (42%),
continental Europe (32%) and the UK (19%).
In line with one of our strategic objectives, our
weighting to the US has increased from 14% at
the time of moving to ICG in 2016. Over the
same period, the UK weighting has reduced
from 45%.

Focus on sectors with defensive
growth characteristics
The Portfolio is well diversified and
weighted towards sectors with defensive
growth characteristics. Technology (19%),
Healthcare (18%), Business Services (13%)
and Education (6%) make up 56% of the
Portfolio and are particularly attractive
sectors. Within our exposure to the
Consumer and Industrial sectors (25%
and 7% respectively), we have a bias to
companies with more defensive business
models, non-cyclical growth drivers and
high recurring revenue streams. We have
low exposure to the Leisure (5%) and
Financials (5%) sectors.

At 31 January 2021, we had 45 investments
in quoted companies, representing 20.4%
of the Portfolio value compared to 5.4% at
31 January 2020. The increase is due to the
significant appreciation of Chewy’s share
price during the year and the IPO of a number
of sizeable portfolio companies.

At 31 January 2021, quoted companies
accounted for 20.4% of our Portfolio, and there
were five investments that each accounted for
0.5% or more of the Portfolio value:

Company

Ticker

% value of Portfolio

Chewy (part of Petsmart)1

CHWY-US

Telos2

Allegro2

Dr. Martens2

Integer2

TLS-US

ALE-PL

DOCS-GB

INPST-NL

Other

Total

9.6%

4.6%

1.4%

0.6%

0.5%

3.7%

20.4%

Since 31 January 2021, we have realised our entire holding in Telos in line with the carrying
value at 31 January 2021. As at 31 March 2021 Chewy’s share price had declined by 17%
since 31 January 2021; Allegro’s share price had declined by 24%; and Dr. Martens’s had
increased by 3%.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

1 Percentage value of Portfolio includes entire holding of PetSmart and Chewy. Majority of value is within Chewy.
2 Company listed during the financial year.

£137m

REALISATION PROCEEDS1

£49m

INVESTED INTO HIGH
CONVICTION INVESTMENTS

1,384p

NAV PER SHARE AT
31 JANUARY 2021

BALANCE SHEET AND FINANCING
Our liquidity position is robust, with the
Portfolio having generated a net cash inflow
of £70m during the year and a year end cash
balance of £45m (31 January 2020: £14m).
We had total available liquidity of £201m,
comprising £45m cash and £156m undrawn
revolving credit facility. In March 2020, we
drew down £40m from our bank facility as a
precautionary measure at the onset of the
COVID-19 pandemic. This was repaid in full
in the first half of the year.

At 31 January 2021 the Portfolio represented
100% of net assets (31 January 2020: 102%).

At 31 January 2021, we had Undrawn
Commitments of £418m (31 January 2020:
£459m) of which 19% (£77m) were to funds
outside of their Investment Period.

Our objective is to be fully invested through the
cycle, while ensuring that we have 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.
Outstanding Commitments tend to be 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, approximately
£84m would be called over the next 12 months.

1 This is an APM as defined in the Glossary on page 98.

ACTIVITY SINCE THE YEAR END (FOR THE PERIOD TO 31 MARCH 2021)

►Total Proceeds of £97m

– Realisation Proceeds of £88m

►New fund Commitments totalling £49m,
including £20m to Third Party Funds

– In early February we fully realised
our holding in Telos, which at
31 January 2021 was our second
largest holding. The investment was
realised at a circa 33x Multiple to
Cost, generating net cash proceeds
of circa £40m. The realisation was
executed in line with the carrying
value at 31 January 2021

– Other notable realisations since the
year end included Thomas H Lee’s
realisation of System One and
Graphite Capital’s sale of Cognito

– Fund Disposals of £9m

►Deployment

– Invested £20m, all Drawdowns of

existing third party fund Commitments

OUTLOOK
We are pleased with the performance of our
Portfolio during this turbulent financial year
which we believe further demonstrates the
benefits of our approach to active portfolio
construction and management. ICG
Enterprise Trust has a well-diversified
Portfolio, investing in companies with strong
defensive growth characteristics and
weighted towards more resilient sectors.
By investing with leading managers in the US
and Europe that focus on mid-market and larger
buyouts, we are well positioned to continue
to generate attractive risk adjusted returns.

We believe the private equity model is
especially well suited to deliver long-term
value creation. Our differentiated approach,
combining High Conviction Investments
with Third Party Funds, provides a unique
exposure to private companies.

– ICG Strategic Equity IV, focused
on global sponsor-led liquidity
transactions with established private
equity managers: $40m (£29m)

– Resolute V, focused on mid-market
buyouts in the US: $15m (£11m)

– Bregal III, focused on mid-market
buyouts in the DACH region:
€10m (£9m)

►Bank facility

– Entered into a new €200m

(£177m) four-year revolving credit
facility to replace our existing
€176m (£156m) facility

We have continued to see strong momentum
across our business since the year end.
The Portfolio continues to generate strong
realisations and we have continued our
programme of committing to some of the
world’s best private equity managers. Our
partnership with these managers is cultivating
a constantly evolving pipeline of exciting
direct investment opportunities. We are
confident that we are well placed to take
advantage of attractive opportunities as they
arise and to continue to generate long-term
shareholder value.

ICG Private Equity Funds Investment Team
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTINVESTING RESPONSIBLY

Responsible investing:
an integral part
of our strategy

The long-term success of ICG
Enterprise Trust requires effective
management of both financial
and non-financial measures.

The financial services industry is in a
position of influence and responsibility and
it is our duty to ensure that our actions are
geared towards a more sustainable future.

EIMEAR PALMER
Responsible Investing Officer
ICG

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

23%

OF THE PORTFOLIO IS MADE
UP OF ICG INVESTMENTS1

85%

OF ICG COMPANIES SURVEYED
HAVE A DESIGNATED INDIVIDUAL
RESPONSIBLE FOR ESG MATTERS2

61%

OF ICG COMPANIES SURVEYED
HAVE SET ESG TARGETS2

We incorporate ESG considerations throughout
our investment process to support sustainable,
long-term returns.

OUR RESPONSIBLE INVESTMENT STRATEGY IS DEFINED
BY THREE KEY PRIORITIES

INCORPORATE
ESG FACTORS
INTO INVESTMENT
DECISION MAKING

GENERATE
LONG-TERM
SUSTAINABLE
RETURNS

BETTER
IDENTIFY
ESG RISKS

Environmental, social and
governance (‘ESG’) issues can be
an important driver of investment
value, as well as a source of risk.
We believe that ESG issues will be more
relevant than ever in a post-COVID-19 world.
The pandemic has caused many stakeholders
to reassess their approach to responsible
investing and ESG risks; we have seen
innovation across our third party managers,
as well as developments in our own approach
to ESG. Climate risks in particular continue to
gain prominence for investors.

Our Manager, ICG, has been highly active
on the ESG front for a number of years.
A signatory of the United Nations-supported
Principles of Responsible Investment (‘PRI’)
since 2013, it has a well defined, firm-wide
Responsible Investing Policy and ESG
framework in place.

Within ICG Enterprise Trust, we have a
tailored ESG framework across all stages of
our investment process. Over the last year, we
have strengthened how we apply this during
the diligence phase for both fund investments
and direct investments.

In the first instance, we engage with
private equity managers to understand
their overall approach to ESG and whether
they are signatories of the PRI or other
ESG-related standards.

We have greater control of ESG
considerations in our High Conviction
Investments given we have clearer visibility
of the underlying companies when making
an investment decision. We operate an
Exclusion List to ensure we do not make
direct investments in companies considered
incompatible with our corporate values.

Thereafter our ESG diligence is tailored based
on the nature of the company’s operations.
We consider risks associated with its sector
and geography, along with environmental
(including climate change), social, corporate
governance and ethical concerns.

1 As a percentage of Portfolio value.
2 Results from ICG plc’s 2020 ESG survey.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTINVESTING RESPONSIBLY CONTINUED

Example considerations in our
ESG Questionnaire:

► Is the manager a PRI signatory, or has
it adopted any other ESG standards
or frameworks?

► Does the manager have a designated person
or team responsible for managing ESG?

► How does the manager monitor ESG
performance across its portfolio?

► What ESG-related reporting and

communications does the manager
provide to its LPs?

► Are climate change considerations

integrated into its investment policy?

For Third Party Funds, given that we do not
directly influence a manager’s portfolio
construction, we seek to partner with managers
who share a similar approach to ESG. We
perform due diligence on every opportunity
with our ESG Questionnaire, a focused list
of questions which helps us to understand a
manager’s ESG strengths and weaknesses.
Areas of focus include a manager’s approach
to ESG diligence, reporting and climate risks.

The results of our ESG diligence are formally
presented to our Investment Committee and
used to underpin the investment case.

Post investment, we maintain active
engagement with managers to identify
and mitigate any potential ESG risks.

We have strong relationships with managers
in our Portfolio, regularly discussing
investment activity and ensuring their
strategy remains aligned with our Responsible
Investing Policy.

The ICG Enterprise Trust investment team
receives formal training on ESG and is
provided with the skills and tools necessary
to identify and investigate ESG issues
throughout the investment process.

Looking forward, we think ESG will remain
at the forefront of investors’ priorities,
including our own. ICG Enterprise Trust will
continue to focus on investing in line with our
corporate values and partnering with managers
who share a similar approach to ESG.

Our approach to ESG integration

DEAL
SCREENING

PRE-INVESTMENT

PORTFOLIO
MONITORING

► Exclusion List
► ESG Screening Checklist
► RepRisk screening

► ESG Questionnaire
► Discussions with manager
► Diligence findings included
in all investment proposals

ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY21:

► Regular dialogue with managers
► Manager’s ESG reporting

100%

OPERATE AN ESG POLICY

100%

60%

HAVE AN ESG PORTFOLIO MONITORING
PROCESS IN PLACE

ARE SIGNATORIES OF THE UN’S PRINCIPLES
FOR RESPONSIBLE INVESTMENT

A CLOSE UP OF ESG DILIGENCE: NUCLEAR-RELATED OPPORTUNITIES

We think the best opportunity to understand an investment’s ESG risks and opportunities is during the pre-investment phase.
Here are two recent examples of how ESG considerations have been integrated into our diligence process, and the ultimate impact
on our investment decision.

Opportunity to co-invest in a provider of wastewater
treatment solutions, focusing on nuclear wastewater

Opportunity to co-invest in Curium Pharma, the leading
supplier of nuclear medicine diagnostic pharmaceuticals

Investment thesis: strong market position with extensive barriers to
entry – the nuclear waste sector is highly regulated and licences are
required for all products used on nuclear sites. Leading technology
compared to peers.

Investment thesis: market leading supplier of radiopharmaceuticals
used in nuclear medicine (a highly advanced form of medical imaging
used to detect diseases). ‘Mission critical’ products with long-term
relationships with hospital customers.

Key ESG considerations: high risk exposure to the nuclear waste
sector, with potential environmental and human safety issues.

Investment decision: the opportunity was declined based on a
combination of ESG concerns and high customer concentration.

Key ESG considerations: nuclear imaging has been around for 50+
years and proven to be low risk for the patient. It is significantly more
advanced than conventional methods and enables more effective
diagnosis. The business has the highest regulatory compliance and
quality standards, supported by Environmental and Radiological
third-party diligence.

Investment decision: the investment was approved.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

OUR MANAGER’S PERSPECTIVE
Responsible investing at ICG

ICG’S ESG FRAMEWORK

ICG’S 2020 PRI ASSESSMENT RATING

Strategy
& Governance

Private Equity

Fixed Income

A+

Median Score

ICG Score

Since becoming a PRI signatory in 2013, ICG has
integrated its Responsible Investing Policy across
100% of AUM. Its ESG framework outlines key
priorities which are considered at all stages of the
investment process.

ICG believes that through encouraging responsible
business practices in its investment strategies and
in the companies in which it invests, it can enhance
investment performance and contribute to a more
stable, sustainable society.

ESG

100%

OF ICG’S AUM COVERED BY ITS RESPONSIBLE
INVESTING POLICY

CLIMATE COMMITMENTS

DIVERSITY & INCLUSION

ICG is committed to action on climate change and supports
collaboration with its private equity peers.

ICG operates a Diversity & Inclusion policy to provide an inclusive
and respectful work environment.

►Launch signatory and member of the Operating Committee

of the UK network of the Initiative Climate International

►Participated in the CDP Climate Change programme for the

sixth time in 2020, receiving an ‘A-’ score

►Internal target of 80% reduction of firm-wide emissions by 2030
►TCFD climate-related disclosures included in Annual Report

since 2019

►Sustainability-linked revolving credit facility

►Over 50% of ICG Enterprise Trust’s investment team is female
►ICG Women’s Mentoring Programme
►ICG firm-wide Diversity & Inclusion Committee
►The Return Hub for recruitment post career break
►Founding member of Level 20, an organisation supporting

women in the private equity industry

►Member of the #100BlackInterns programme to provide

opportunities to black students in the UK

►Signatory to the HM Treasury Women in Finance Charter

ICG’S COMMITMENT TO CLIMATE CHANGE

CDP Climate
Change
Assessment

A-

Median Score

ICG Score

READ THE ICG 2020 RESPONSIBLE INVESTING REPORT
AVAILABLE AT WWW.ICGAM.COM

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTBUILDING BETTER COMPANIES

Creating
high-quality
job opportunities

We believe that private
equity drives a number of
societal benefits, one of
which is creating a large
volume of high-quality
job opportunities.

OLIVER GARDEY
HEAD OF PRIVATE EQUITY FUND INVESTMENTS
ICG
INVESTMENT COMMITTEE MEMBER

PRIVATE EQUITY’S ROLE IN CREATING
QUALITY JOB OPPORTUNITIES
By focusing on building better businesses
and supporting innovation, private equity
investment can help to drive job creation
and career development.

Europe’s private equity based firms
have created jobs five times faster than
the European average, a recent study
by Invest Europe shows.

Private equity’s ongoing support
during the coronavirus pandemic
(‘COVID-19’) will help companies to
emerge from the downturn stronger,
continue to create jobs and contribute
to the global economic recovery.

THE LEADING GLOBAL PROVIDER OF INDUSTRIAL AND
COMMERCIAL FIRE PROTECTION SOLUTIONS

With over 110 years of fire
protection experience, Minimax
Viking has one of the broadest
product portfolios offering
water, foam and gas-based fire
suppression systems. It is
headquartered in Germany and
supports clients in a broad
range of end markets including
automotive, marine, medical
and pharmaceutical.

ICG has been invested in the
business since 2006, having
originally supported IK’s
buyout of Minimax. At the time,
Minimax was a regional market
leader in Europe and Germany
and ranked third worldwide.
The business has been
transformed over the last 15
years under private equity
ownership, increasing revenue
from less than €600m in 2006
to €1.7bn in 2020.

Minimax has grown into
the global market leader;
it is now the largest pure play
fire protection company
worldwide. This was achieved
through a combination of
organic growth and significant
acquisitions, most notably
acquiring its US rival Viking
Corporation in 2009 to create
Minimax Viking.

Alongside this growth has
been investment in its team –
the number of employees has
increased from roughly 3,200
in 2006 to more than 9,300
across 59 locations globally
today. In 2020, Minimax Viking
was recognised in the ‘Best
Jobs with a Future’ list by
Deutschland Test. It also
received a ‘very attractive’
rating in the 2020 Best German
Employers list by Die Welt.

2006

ICG’S FIRST INVESTMENT
IN THE BUSINESS

6,100+

JOBS CREATED1

Increase in jobs in the last 15 years.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

ICG has a long-term track
record of supporting business
growth and job creation

Investment type:

ICG investment

Length of relationship with ICG:

% of Portfolio invested with ICG:

Minimax Viking value as % of Portfolio:

21 years

23.3%

2.9%

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTBUILDING BETTER COMPANIES CONTINUED

Enabling
vital growth
in key sectors

The healthcare sector’s
defensive growth profile
remains highly attractive for
private equity investment

Investment type:

ICG investment

Length of relationship with ICG:

% of Portfolio invested with ICG:

Curium Pharma value as % of Portfolio:

21 years

23.3%

0.9%

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Our investment and hands-on
support help Curium Pharma
to execute its ambitious
growth programme.

ANDREW HAWKINS
HEAD OF PRIVATE EQUITY SOLUTIONS
ICG
INVESTMENT COMMITTEE MEMBER

HEALTHCARE REMAINS A KEY SECTOR FOR
PRIVATE EQUITY INVESTMENT
Healthcare investments currently account for
18% of ICG Enterprise Trust’s Portfolio, up from
17% at 31 January 2020.

The sector has a number of attributes which
align with our defensive growth strategy, in
particular its resilient demand uncorrelated
to the wider economy.

Healthcare is now at the forefront of technological
innovation and as a result provides a number
of attractive investment opportunities.

We also support the sector for its wide-ranging
societal benefits. We are proud that a number of our
underlying healthcare investments have actively
helped to combat the COVID-19 pandemic.

MARKET-LEADING SUPPLIER OF NUCLEAR
MEDICINE DIAGNOSTIC PHARMACEUTICALS
Nuclear medicine is a form of imaging
used for the detection and treatment of
life-threatening diseases. The diagnostic
information is highly advanced, visualising
at a cellular level, which cannot be done
using conventional imaging methods.

Curium Pharma is the largest supplier of
radiopharmaceuticals, the chemicals that
are introduced to the patient’s body to
allow for nuclear imaging and diagnosis.

In 2020, ICG Strategic Equity led a secondary
buyout of the business alongside CapVest.
ICG Strategic Equity and CapVest will support
an ambitious investment programme to drive
new product development and expansion
into new geographies.

ICG Enterprise Trust co-invested €7m
in Curium Pharma.

14M

2,000

PATIENTS ANNUALLY

SKILLED EMPLOYEES

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTBUILDING BETTER COMPANIES CONTINUED

Investing
in our future
technology leaders

New Mountain Capital has
been a long-term supporter
of investment and innovation
across the technology sector

Investment type:

Third party direct investment

Length of relationship with New Mountain Capital:

4 years

% of Portfolio invested with New Mountain Capital:

IRI value as % of Portfolio:

3.1%

1.8%

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

We look for businesses like
IRI which benefit from
long-term structural trends.

COLM WALSH
MANAGING DIRECTOR
ICG
INVESTMENT COMMITTEE MEMBER

INVESTING IN RESILIENT COMPANIES WHICH ARE LESS
SENSITIVE TO THE BROADER ECONOMIC CYCLE

Our focus on defensive
growth means that we target
profitable companies with a
strong competitive position
and resilience to economic
cycles. Other characteristics
we look for include high
recurring revenues, strong
cash flow conversion and
low customer concentration.

Companies in the technology
sector often have a number
of these defensive growth
attributes. They also benefit
from structural trends such
as the analysis of ‘big data’
and the shift towards
cloud-based applications.

DEVELOPING A FUTURE TECHNOLOGY LEADER

IRI was formed in 1979 with the
vision to develop a computerised
system that tracks consumer
purchasing behaviour in
supermarkets. In its first 30 years,
it focused on collecting data via
a point-of-sale scanner system.

Following initial private equity
investment from Symphony
Technology Group in 2003, IRI
was acquired by New Mountain
Capital in 2011. New Mountain
Capital oversaw a period of
transformational investment
in the business to develop its
technology platform and data
analytics capabilities.

IRI is now a market-leading,
global provider of big data,
predictive analytics and

forward-looking insights to
over 5,000 consumer goods
manufacturers, retailers,
healthcare, financial services
and media companies. It has the
largest database of purchase,
media, social, causal and loyalty
data; all integrated on its industry
leading, cloud-based technology
platform: IRI Liquid Data. New
Mountain Capital continues to
be its largest shareholder.

IRI was transformed under
New Mountain Capital’s
ownership via a long-term focus
and willingness to invest; it is a
good example of how private
equity’s investment and
hands-on support can develop
our future technology leaders.

5,000+

CLIENTS ACROSS MULTIPLE SECTORS

2011

IRI WAS ACQUIRED BY
NEW MOUNTAIN CAPITAL

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT
30 LARGEST UNDERLYING COMPANIES

Our 30 largest underlying companies
make up 52% of the Portfolio, including
9 ICG investments and 11 third party
direct investments.

1-10

1. PETSMART/CHEWY
A leading in-store (PetSmart)
and online (Chewy) retailer of pet
products and services in North
America. It operates through over
1,600 stores offering a wide variety
of pet products, in addition to
in-store services such as professional
grooming and training. PetSmart
and Chewy are separately
managed companies.

2. TELOS
A global provider of cyber, cloud
and enterprise security services.
The company’s solutions provide
continuous security of individuals,
systems and information. It serves
organisations in business, government
and the military, including Fortune 500
members, the US Department of
Defense and civilian agencies of
the federal government.

4.6%

Direct
1998
USA

Value as %
of Portfolio

Manager
Invested
Country

Value as %
of Portfolio

Manager
Invested
Country

9.6%

BC Partners
2015
USA

3. DOMUSVI
The 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.

3.9%

ICG
2017
France

Value as %
of Portfolio

Manager
Invested
Country

4. MINIMAX VIKING
A leading global provider of fire
protection systems and services.
Minimax Viking 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.

5. LEAF HOME SOLUTIONS
One of the largest home improvement
companies in the US, with multiple
offices across North America. Its
flagship offering is the installation and
maintenance of its LeafFilter-branded
gutter protection.

Value as %
of Portfolio

Manager
Invested
Country

2.9%

ICG
2018
Germany

Value as %
of Portfolio

Manager
Invested
Country

2.6%

Gridiron Capital
2016
USA

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

INVESTMENT TYPE

High Conviction Investments

Third Party Funds

SECTOR COVERAGE

Business services

Industrials

Consumer goods & services

Leisure

Education

Healthcare

Technology, media & telecom

6. 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 1 million enterprises.

7. 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

2.2%

Hg Capital & ICG
2017 & 2020
Norway

Value as %
of Portfolio

Manager
Invested
Country

2.1%

ICG
2019
Italy

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.

9. 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.

10. 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.

Value as %
of Portfolio

Manager
Invested
Country

1.9%

Value as %
of Portfolio

1.8%

Value as %
of Portfolio

ICG
2017
South Korea

Manager
Invested
Country

New Mountain Capital
2018
USA

Manager
Invested
Country

1.7%

ICG
2014
UK

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT30 LARGEST UNDERLYING COMPANIES CONTINUED

11-30

INVESTMENT TYPE

High Conviction Investments

Third Party Funds

11. 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%

PAI Partners
2019
UK

Value as %
of Portfolio

Manager
Invested
Country

1.5%

Oak Hill Capital Partners
2018
USA

13. ALLEGRO
Poland’s largest online marketplace,
with more than 20 million registered
users allowing businesses and
individuals to sell their products
to consumers. In addition, Allegro
operates Ceneo, a leading online
price comparison website.

15. SYSTEM ONE
A 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.

17. 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.

19. CURIUM PHARMA
A leading global supplier of nuclear
medicine diagnostic pharmaceuticals.
Its mission critical radiopharmaceutical
products are used by hospitals
for patient imaging and diagnosis
of life-threatening diseases. The
diagnostic information visualises at a
cellular level which cannot be done
using conventional imaging methods.

Value as %
of Portfolio

Manager
Invested
Country

1.4%

Leeds Equity Partners
2018
USA

Value as %
of Portfolio

Manager
Invested
Country

1.2%

Graphite Capital
2010
UK

Value as %
of Portfolio

Manager
Invested
Country

1.1%

ICG
2018
Singapore

Value as %
of Portfolio

Manager
Invested
Country

0.8%

Leeds Equity Partners
2019
USA

Value as %
of Portfolio

Manager
Invested
Country

1.4%

Cinven & Permira
2017
Poland

Value as %
of Portfolio

Manager
Invested
Country

1.3%

Thomas H Lee Partners
2016
USA

Value as %
of Portfolio

Manager
Invested
Country

1.1%

Graphite Capital
2002 & 2014
UK

Value as %
of Portfolio

Manager
Invested
Country

0.9%

ICG
2020
UK

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

12. BERLIN PACKAGING
A 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.

14. ENDEAVOR SCHOOLS
An owner and operator of over 55
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.

16. 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.

18. 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.

20. VITALSMARTS
A 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 over 2.4 million people.

SECTOR COVERAGE

Business services

Consumer goods & services

Education

Healthcare

Industrials

Leisure

Technology, media & telecom

Value as %
of Portfolio

Manager
Invested
Country

0.8%

TDR Capital
2013
UK

Value as %
of Portfolio

Manager
Invested
Country

0.7%

Graphite Capital
2017
UK

21. DAVID LLOYD LEISURE
Europe’s largest operator of premium
racquets, health and fitness clubs
with 99 clubs in the UK and 23 across
mainland Europe. The company
provides an enhanced experience for
its members with swimming, racquet
sports, food and beverage facilities
and children’s areas.

23. 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.

25. DR. MARTENS
A British footwear and clothing
brand. Its products are sold in
over 60 countries across Europe,
the US and Asia.

Value as %
of Portfolio

Manager
Invested
Country

0.7%

Gridiron Capital
2020
USA

Value as %
of Portfolio

Manager
Invested
Country

0.6%

TDR Capital
2014
UK

Value as %
of Portfolio

Manager
Invested
Country

0.6%

Permira Advisers
2014
UK

Value as %
of Portfolio

Manager
Invested
Country

0.6%

Gryphon Investors
2018
USA

27. 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.

29. SPRINGER NATURE
A leading scientific, technical
and medical research publisher.
It provides editing, peer review
and publishing services for
academic journals and books.
It operates in approximately
50 countries worldwide.

Value as %
of Portfolio

Manager
Invested
Country

0.5%

ICG
2018
UK

Value as %
of Portfolio

Manager
Invested
Country

0.5%

Graphite Capital
2017
UK

Value as %
of Portfolio

Manager
Invested
Country

0.6%

Graphite Capital
2014
UK

Value as %
of Portfolio

Manager
Invested
Country

0.5%

BC Partners
2013
Germany

22. AML RIGHTSOURCE
An outsourced provider of
compliance and regulatory services to
banks and other financial institutions.
Its service offering is focused on
suspicious transaction investigations
and customer due diligence.

24. EG GROUP
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.

26. REG-ED
A provider of regulatory compliance
and management software, primarily
to clients in the financial services
sector. Its software is sold under
a ‘Software-as-a-Service’ model.

28. IRIS
A provider of business critical
software and services for the
accountancy, payroll and education
sectors. It has approximately 17,000
accountancy practices using its core
practice management software and
80,000 small-to-medium sized
enterprises using its bookkeeping,
payroll and HR software solutions.

30. YSC CONSULTING
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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTSTAKEHOLDER ENGAGEMENT

Directors’ duties in promoting
the success of the Company

DIRECTORS’
RESPONSIBILITIES

OUR KEY STAKEHOLDER
GROUPS

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 here our key
stakeholder groups, how we
engage with them, their material
issues and the activity during
the year. 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.

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 16 to 19.

OUR SHAREHOLDERS

OUR INVESTMENT MANAGER OUR INVESTEE ENTITIES

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,
conducting general meetings,
roadshows and update meetings
with key shareholders and
potential shareholders to
ensure that our investment
strategy and developments
are clearly understood.

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 and Legal and
Compliance functions of ICG.

The Manager also engages with
many of our other key service
providers on behalf of the Board,
and does so within the parameters
agreed by the Board.

The Manager engages with the
General Partners of our investee
funds; the Board provides
oversight and strategic direction
for that engagement. The Manager
ensures that it has an ongoing
dialogue with a wide range of
existing and potential investees, in
order to ensure that relationships
are maintained and new investment
opportunities can be generated.
Topics of regular discussion include
investment performance, the
pipeline of new opportunities and
ESG factors. Where the relationship
is closer – for example due to a
long-term investment history or a
direct co-investment alongside that
General Partner – the discussions
are more detailed and frequent.

What matters to them

Our shareholders are directly
concerned in the financial
performance of the Company
and its share price. We believe
our shareholders also care about
standards of governance and
conduct, and as such we carry
out our business in line with legal
requirements, ESG standards and
market norms.

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.

General Partners seek to obtain
capital from stable sources who
they will be able to build long-term
relationships with over a number
of fund vintages. By having a well
developed relationship, they will
be able to seek further funding from
the Company for future investment
opportunities.

Activity in the year

In addition to the Annual Report,
we run a structured programme
of presentations to existing and
potential institutional shareholders
after the publication of the annual
and interim results. We also have
regular discussions with sell-side
analysts and present at industry
conferences.

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 ongoing matters.

Staff of ICG have engaged on a
continual basis with the General
Partners of funds we are invested
in, and reported back to the Board
on material developments.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

OUR KEY STAKEHOLDER

GROUPS

INCORPORATION OF STAKEHOLDER CONSIDERATIONS
INTO KEY DECISIONS

OUR LENDERS

OTHER SERVICE PROVIDERS

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.

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

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.

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

During the year, the Company
negotiated a new bank facility to
ensure that the balance sheet remains
well capitalised. The negotiations
were led by ICG’s dedicated treasury
team and the facility was agreed on
favourable terms for the Company.

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 to plan for the year end audit.

Appointment of new non-executive director
Having conducted an external review during the year, the
Board considered it to be in the interests of shareholders and
other stakeholders to appoint a new non-executive director, to
ensure the maintenance of the Board’s skill set and mitigate the
potential impact of retirements from the Board in the coming
years. The recruitment process was conducted with regard
to skills, experience and diversity in order to ensure the Board
remains well positioned to engage with and oversee the
Manager and other service providers.

Credit facility renewal
During the early part of the year, the Board reviewed the
Company’s balance sheet and concluded it would be desirable
to ensure that a renewed credit facility should be entered into
in order to ensure there is sufficient capital available to support
the proposed investment approach in the coming years.
This led to discussions with several banks, culminating in
the agreement of a new credit facility.

Consideration of conflicts of interest
The Board has discussed a number of investments or exits
during the year where the Manager is potentially conflicted as
the General Partner is either the Manager or Graphite Capital
(the former Manager). In each case, the decision proposed by
the Manager has been reviewed by the Board in full to ensure
that the proposal is in the best interests of shareholders.

Closed AGM
After debate, the Board decided to hold a closed AGM in
June 2020, feeling it would be inappropriate to encourage
shareholders to attend a physical meeting during a period
of restrictions in the United Kingdom. In order to ensure
that there was still the opportunity for shareholder views to
be heard, questions were solicited from shareholders and
answers provided online.

Strategy review
At the end of the financial year, the Board conducted a detailed
strategy review with the Manager, seeking to ensure that all
aspects of the investment strategy, the Company’s operations
and investor relations were considered. As well as delivering
clarity to the Manager on long-term views and considering the
best way to deliver value to shareholders throughout the financial
cycle, these areas have each been considered through the
lens of the Company’s obligations to its wider stakeholders
(for example, with a desire to ensure that our wider obligations
to society are factored into investment decisions).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTKEY PERFORMANCE INDICATORS

Focus on generating long-term
growth for shareholders

NAV PER SHARE TOTAL RETURN

TOTAL SHAREHOLDER RETURN

22.5%

1 YEAR

3 YEARS

5 YEARS

2.8%

22.5%

1 YEAR

2.8%

15.2% P.A.

15.9% P.A.

3 YEARS

5 YEARS

8.5% P.A.

15.1% P.A.

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 Trust.

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.

PROGRESS IN THE YEAR
The Company has continued to build on its strong performance,
reporting NAV total return of 22.5% in the 12 months to
31 January 2021 (31 January 2020: 11.2%).

The FTSE All-Share total return was -7.5% over the same period
(31 January 2020: 10.7%).

PROGRESS IN THE YEAR
The Company’s share price remained flat at 966p, which together with
dividends of 23p paid in the year generated a total shareholder return
of 2.8% in the 12 months to 31 January 2021 (31 January 2020: 20.5%).

The FTSE All-Share total return was -7.5% over the same period
(31 January 2020: 10.7%).

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

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

the FTSE All-Share Total Return

► Performance relative to listed private equity peer group
► Monitoring of 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 buybacks
► Ongoing charges

► Performance relative to listed private equity peer group
► 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

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

and highly selective approach

LINK TO STRATEGIC OBJECTIVE
► Maximising shareholder returns through long-term capital growth
► Progressive annual dividend policy

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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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.

TOTAL DIVIDEND PER ORDINARY SHARE IN YEAR

PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS

24P

2021

2020

2019

24.9%

24P

1 YEAR

24.9%

23P

3 YEARS

22P

5 YEARS

18.8% P.A.

18.9% P.A.

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 directors are proposing a final dividend of 9p, which, together with
the interim dividends of 15p, will take total dividends for the year to 24p.
This is a 4.3% increase on the prior year dividend of 23p and a 2.5% yield
on the year end share price of 966p.

PROGRESS IN THE YEAR
The Portfolio generated a local currency return of 24.9% in the 12 months
to 31 January 2021 (31 January 2020: 16.6%). A reconciliation of the
performance can be found in the Glossary on page 98.

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 High Conviction Investments and Third Party Funds
► 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
► The Board recognises that a reliable source of growing dividends
is an important part of total shareholder return over both the short
and longer terms

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

and highly selective approach

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.

P40
HOW WE MANAGE RISK

P42
PRINCIPAL RISKS
AND UNCERTAINTIES

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTPEOPLE AND CULTURE

The Manager is committed
to colleague engagement,
well-being and the highest
levels of personal development

Developing and nurturing talent
TRAINING AND SUPPORT
ICG considers that training and development
are essential to attract and retain people of
the highest calibre and invests significantly
in this area.

EFFECTIVE CAREER COACHING
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.

Oversight by ICG Enterprise Trust
ICG Enterprise Trust ensures that it reviews the
Manager’s culture as expressed on these pages.
This is monitored through our regular interaction
and discussions with the Manager; a Management
Engagement Committee has been formed to
formalise this review.

Culture and values
The Manager’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.

The Manager’s core values and cultural aspirations include:

Performance
for our clients

Working
collaboratively and
acting with integrity

The Manager’s
culture
and values

Entrepreneurialism
and innovation

Taking responsibility
and managing risk

Ambition
and focus

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Diversity and inclusion
CREATING THE RIGHT ENVIRONMENT
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.

DIVERSITY AND INCLUSION STRATEGY
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 37 different
nationalities, it recognises that its female
population of 34% of permanent employees
is not wholly representative. Its strategy will
tackle this issue by reviewing its employee
brand, external profile and talent pipeline,
environment and employee retention.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTPEOPLE AND CULTURE CONTINUED

The investment team

The Portfolio is managed by a dedicated investment team within ICG, who have a strong combination of direct and fund investment experience.

ROLE OF INVESTMENT
COMMITTEE

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.

Member of the Investment Committee

1. OLIVER GARDEY

Head of Private Equity
Fund Investments

25+ years
Private equity experience

Background

Oliver joined the team in 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.

2. COLM WALSH

3. FIONA BELL

Managing Director

Principal

16 years
Private equity experience

Background

14 years
Private equity experience

Background

Fiona joined the team in 2009 and
has responsibility for European
market coverage. She has worked
on a wide range of primary funds,
secondaries and direct 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
adviser in the industrials sector.
Fiona qualified as a Chartered
Accountant and holds a degree
in Experimental Psychology from
Oxford University.

Colm joined the team in 2010.
He focuses on primary funds, direct
investments and secondary
transactions and over the last five 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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

4. LIZA LEE MARCHAL

5. KELLY TYNE

6. LILI JONES

7. CRAIG GRANT

Principal

Vice President

Associate

15 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.

7 years
Private equity experience

Background

Kelly joined the team in 2014 and
has worked on a wide range of
primary funds, secondaries and
direct 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.

6 years
Private equity experience

Background

4 years
Private equity experience

Background

Lili joined the team in 2019 from 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 degree
in MORSE (Maths, Operational
Research, Statistics and Economics).

Craig joined the team in 2017
and focuses on evaluating new
investment opportunities. He has
worked on a wide range of primary,
secondary and co-investment
opportunities across Europe and
North America. Craig is a graduate
of University College Dublin and
holds an MSc in Finance from Trinity
College Dublin.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT

PEOPLE AND CULTURE CONTINUED

ICG oversight and support

Broad-based oversight and support across all operational functions.

8. BENOÎT DURTESTE

9. ANDREW HAWKINS

10. ANDREW LEWIS

11. CHRIS HUNT

Chief Investment Officer
and Chief Executive Officer

Head of Private
Equity Solutions

General Counsel and
Company Secretary

Head of Investor Relations

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.

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

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.

Chris joined ICG in 2020 as a
Managing Director and Head of
Investor Relations. Prior to joining
ICG, Chris spent 13 years as an
investment banker with Deutsche
Bank and latterly with Goldman
Sachs. During this time he covered
a variety of public and private
companies, including a number of
private equity firms, and advised
across M&A, debt and equity capital
markets. Chris is a graduate of the
University of Cambridge.

Member of the Investment Committee

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

12. VIKAS KARLEKAR

13. JAMES CADDY

14. REBEKAH KOFOKASUMU

15. TOM PERRINS

ICG Enterprise Trust
Chief Finance Officer

Background

Vikas joined ICG in April 2020 as
Group Head of Finance. Prior to
joining ICG, Vikas spent ten years at
Barclays where he held a number of
pan finance leadership roles, and most
recently held the position of Global
Controller for Barclays International.
Previous to that he spent 13 years at
UBS Investment Bank holding senior
positions in the Product Control
Finance department, both in the UK
and the USA. Prior to that, he spent
three years at KPMG UK in their audit
division. Vikas graduated from the
London School of Economics with
a degree in Management Sciences,
and is a Chartered Accountant.

Investor Relations

Background

James joined ICG in 2015. He worked
within and more recently led the
Financial Planning & Analysis function
before moving into his current role in
Investor Relations. Prior to joining ICG,
he qualified as a Chartered Accountant
at PricewaterhouseCoopers, working
within their Insurance & Investment
Management business unit. James is
a graduate in Law from the University
of Sheffield.

ICG Enterprise Trust
Head of Finance

Fund Performance Reporting

Background

Rebekah joined ICG in 2018 as a
Technical Accounting Specialist,
before moving into the role of
Head of Finance for Enterprise
Trust. Prior to joining ICG, Rebekah
was a senior manager at KPMG
focusing on private equity audit and
assurance engagements and later
transaction services; including IPO
readiness and portfolio valuations.
Rebekah is a Chartered Accountant
and holds a Law and Economics
degree from Queen Mary University.

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. Tom is a graduate
of Nottingham University.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORT

HOW WE MANAGE RISK

How we identify and evaluate the financial
and strategic impact of our key risks

While no one can
predict the ultimate
consequences of
COVID-19, we have
a well diversified,
high-quality Portfolio
which has proven
resilient over multiple
economic cycles.

OLIVER GARDEY
Head of Private Equity Fund Investments

ASSESSING THE IMPACT OF COVID-19

Throughout the year, the investment team
worked 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.

P42
PRINCIPAL RISKS AND UNCERTAINTIES

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 often include those
related to regulatory/legislative change
and macro-economic and political change.

During the year, the impact of Brexit on the
Company’s Portfolio was kept under review.
The Board also regularly considered the
evolution of requirements and standards
relating to ESG and responsible investing.

During the year, the impact of the COVID-19
pandemic on the Company’s business
operations and performance was a key focus
of the Board from a number of perspectives,
including risk management, and it took
appropriate mitigation steps through the year.

The impact of the pandemic on each of
our principal risks is set out in more detail
on page 42; the current view of the Board is
that, although the impact of the pandemic is
significant and may prove to have long-term
effects on the markets in which the Company
operates, it does not change our longer-
term view of our principal risks.

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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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 lower tolerance
for financing risk with the aim to ensure that
even under a 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.

RISK MANAGEMENT FRAMEWORK

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

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.

P50
CORPORATE GOVERNANCE REPORT

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTPRINCIPAL RISKS AND UNCERTAINTIES

How we manage and mitigate our key risks

As identified in the Annual Report for the year ended 31 January
2020, the risk levels of certain of the principal risks outlined below
were slightly or somewhat heightened at various points in the year
due to the effects of the COVID-19 pandemic. However, these effects
were mitigated by the risk management measures put in place by
the Company, including the defensive portfolio construction,

the wide variety of sectors and managers that the Company invests in,
the geographic spread of the investment portfolio and the renewal
of the balance sheet facility after year end. As such, the Board remains
of the view that its assessment of these risks in the long term is not
affected inherently or systematically by the pandemic, although it will
continue to monitor this.

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.

EXTERNAL RISKS

POLITICAL AND MACRO-
ECONOMIC UNCERTAINTY
Political and macro-economic
uncertainty, including impacts
from COVID-19 development,
the UK’s departure from the EU,
or similar scenarios, could impact
the environment in which the
Company and its investment
portfolio companies operate.

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

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

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
Trust’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.

The Manager carries out a formal
valuation process involving a quarterly
review of third-party valuations, which
includes a comparison of unaudited
valuations to 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 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.

Stable

The Board discussed the valuation
process in detail with the Manager,
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.

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
(including the end of the Brexit
transition period in January 2021),
the Board concluded that there was
no material change in political and
macro-economic uncertainty risk
following its previous assessment
in April 2020.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

P50
CORPORATE GOVERNANCE REPORT

RISK

IMPACT

MITIGATION

CHANGE IN 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.

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

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.

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 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.

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.

Stable

This risk was deemed to be
increased in the previous year
following the Company entering
the FTSE 250 index during the
year, as well as other regulatory
and corporate governance
developments. Both the Board and
the Manager’s risk function have
continued to closely monitor and
evaluate 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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTPRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

OPERATIONAL RISKS CONTINUED

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
was 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.

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.

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.

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.

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.

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.

Stable

Oliver Gardey was appointed as
head of the Company’s investment
team in the previous year and people
risk was reduced accordingly.
Following this transition, the Board
believes that the risk in respect of
people remains stable.

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.

Stable

The Board carries out a formal
assessment of the Manager’s internal
controls and risk management
systems every year (supported by the
Manager’s internal audit function).
Following this review and other
considerations, the Board concluded
that there was no material change in
the manager and other third-party
advisers risk during the year.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

RISK

IMPACT

MITIGATION

CHANGE IN THE YEAR

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.

Reduced

The Company’s previous credit
facility was due to mature and
expire in April 2021 and April 2022.

Following the signing of the
Company’s new credit facility that
matures in February 2025, as
detailed on page 89, this risk has
significantly reduced.

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 signed a new facility
in February 2021 for €200m (£177m)
that matures in February 2025. The
previous facility was a €176m (£156m)
multi-currency bank facility agreed on
April 2019, which was due to mature
in two equal tranches in April 2021
and April 2022.

The total available liquidity as at
31 January 2021 stood at £201m,
comprising £45m in cash balances
and £156m in undrawn bank facilities
As a result, the available financing
along with the Portfolio exceeded the
outstanding commitments by a factor
of 2.8 times as at 31 January 2021.

The Company’s Strategic report is set out on pages 1 to 45
and was approved by the Board on 27 April 2021.

Jane Tufnell
Chair
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STRATEGIC REPORTGOVERNANCE OVERVIEW

Dear shareholders
Effective corporate governance is fundamental
to the way ICG Enterprise Trust conducts business.
By encouraging entrepreneurial and responsible
management, it supports the creation of long-term,
sustainable value for shareholders and for
wider society.
As has been demonstrated by the turbulent
economic conditions during the year, 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 both its
own culture and that of the Manager is aligned with
the Company’s purpose and values, and that the
Company has the necessary financial and human
resources to deliver its strategy.

Effective corporate
governance is fundamental
to the way ICG Enterprise
Trust conducts business.

JANE TUFNELL
Chair

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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 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 2021.

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

Culture and values
The Board expects all directors to act with
integrity and to apply their skill, care, due
diligence and professional experience in
deliberations regarding the Company’s
business. The Board applies various practices
and behaviours to ensure that its culture
aligns with the Company’s purpose, values
and strategy, including a robust annual review
and a regular consideration of our direction
at Board meetings.

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. This is particularly
important given the retirement of Jeremy Tigue
in June 2020 and Lucinda Riches in June 2021,
and is being managed through the phased
appointments of new directors.

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.

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

BOARD OF DIRECTORS

JANE TUFNELL
Chair of the Board and member
of the Audit Committee

LUCINDA RICHES
Senior Independent Director and
member of the Audit Committee

GENDER DIVERSITY

ALASTAIR BRUCE
Independent Non-Executive Director
and Chair of the Audit Committee

GERHARD FUSENIG
Independent Non-Executive Director
and Member of the Audit Committee

SANDRA PAJAROLA
Independent Non-Executive Director
and Member of the Audit Committee

DAVID WARNOCK
Independent Non-Executive Director
and Member of the Audit Committee

Male
Female

50%
50%

BOARD DEVELOPMENTS

AUDIT COMMITTEE

NOMINATIONS COMMITTEE

APPOINTING A NEW CHAIR
Jeremy Tigue retired from the Board in
June 2020 and we are very grateful to
Jeremy for his tireless service on the Board.
I succeeded Jeremy as Chair and I am
delighted to have the opportunity to help
the Company continue to develop and
grow in the interests of our shareholders.

WELCOMING DAVID WARNOCK
TO THE BOARD
In response to the recommendation from
an external Board review that we should
seek to increase the level of investment trust
experience on the Board, we were delighted
that David Warnock joined the Board in
December 2020. David brings extensive
private equity and investment trust
experience and a strong understanding
of governance matters. On behalf of the
directors, I welcome David to the Board.

MANY THANKS TO LUCINDA RICHES
Lucinda Riches will retire from the Board
in June 2021 having served for ten years
(including since 2018 as Senior Independent
Director), and on behalf of the Board I would
like to thank Lucinda for her wise counsel
and guidance.

ALASTAIR BRUCE Chair of the Committee

JANE TUFNELL Chair of the Committee

GERHARD FUSENIG

SANDRA PAJAROLA

LUCINDA RICHES

JANE TUFNELL

DAVID WARNOCK

ALASTAIR BRUCE

GERHARD FUSENIG

SANDRA PAJAROLA

LUCINDA RICHES

DAVID WARNOCK

The Audit Committee is comprised of all six
non-executive directors. As set out on pages 48
and 49, 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.

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.

READ MORE
P52

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCE
BOARD OF DIRECTORS

All members of the Board are
independent non-executive directors

COMMITTEE MEMBERSHIP

A Audit

N Nominations

JANE TUFNELL

Chair of the Board

A N

LUCINDA RICHES

ALASTAIR BRUCE

Senior Independent Director

Chair of the Audit Committee

A N

Background
Jane Tufnell was appointed to the Board in
April 2019. She 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 Schroder UK Public
Private Trust plc and Record plc, the
currency management specialist. She has
served as a non-executive director of a
number of other entities. She became the
Chair of the Board following the 2020
Annual General Meeting.

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
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 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. She
is retiring from the Board in June 2021.

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.

Background
Alastair Bruce was appointed to the Board
in 2018 and became Chair 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 of managing
a listed private equity vehicle.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

MATRIX OF SKILLS AND EXPERIENCE

Board member

Jane Tufnell

Lucinda Riches

Alastair Bruce

Gerhard Fusenig

Sandra Pajarola

David Warnock

Investment
Trusts

Private
Equity

Asset
Management

UK Corporate
Governance

International

Finance/
Audit

GERHARD FUSENIG

SANDRA PAJAROLA

DAVID WARNOCK

A N

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. Since 2013, she has acted
as an Operating Partner for Partners Group.
In addition, Sandra is an angel investor in
private equity across Europe.

Experience
Sandra brings extensive private equity
investing experience having executed a
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.

Background
David Warnock was appointed to the
Board in December 2020. David co-founded
the investment firm Aberforth Partners
and was a partner for 19 years until his
retirement from that firm in 2008. He has
held non-executive directorships of several
public and private companies and before
Aberforth was with Ivory & Sime plc and 3i
Group plc. David is currently Chair of Troy
Income & Growth Trust plc, a non-executive
director of BMO Managed Portfolio Trust
plc, and an active investor in a number of
private companies. Assuming he is elected
as a Director, he will succeed Lucinda Riches
as Senior Independent Director from the
end of the 2021 Annual General Meeting.

Experience
David brings extensive private equity,
investment trust, and listed company
experience to the Board. He worked for
many years in private equity and served as
a non-executive director of Standard Life
Private Equity Trust plc. He has been
involved in all aspects of investment trusts,
either as a manager or as a non-executive
director, for over 30 years.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCECORPORATE GOVERNANCE REPORT

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 2021. 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 (c) in two
cases did not comply with the provisions
imposing a time limit on the tenure of certain
directors as it does not feel this to be in the
best interests of shareholders. Jeremy Tigue,
who stepped down from the Board in June
2020, had at that time exceeded the maximum
recommended time period in the Corporate
Governance Code, and Lucinda Riches
(who is due to retire in June 2021) has served
since July 2011 and has also exceeded that
time period. The Board subscribes to the
view 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. In the specific cases of Jeremy
and Lucinda, the Board is of the opinion that
each continued to offer independence and
challenge despite their tenure on the Board.

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,
will provide more relevant information to
shareholders. Accordingly, the Company has
resolved to adopt the AIC Code with effect
from 1 February 2021.

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.

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 wider views
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 the
proposed appointment of David Warnock.

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 58 to 61.

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 two
changes in membership this year. Jeremy Tigue
retired from the Board on 24 June 2020, and
David Warnock joined the Board on 1 December
2020. The appointment of David built on the
skills and experience of our already diverse
Board and brings 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 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.

Senior Independent Director
Lucinda Riches is the Senior Independent
Director. She provides support to the Chair
in her role leading the Board while also
providing challenge and acting as a conduit
for any points to be raised in respect of the
Chair. Following the recent Board evaluation,
the Board considers her to be operating
effectively in this role. Lucinda Riches will retire
from the Board in June 2021 and is proposed
to be succeeded by David Warnock.

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 reviews its own performance
annually. The assessment covers the
effectiveness and performance of the
Board as a whole, the Board Committees
and an evaluation of each director. This
process helps ensure that the Board’s
operations remain aligned with the culture,
purpose and values of the Company.

In addition, an external review took place during
the year. This was conducted by Board Level
Partners, an independent consultancy. There
is no other commercial connection between
the Company and Board Level Partners.
The lead evaluator received briefings from
the Chair and Company Secretary before

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

reviewing all Board and Committee materials
from the prior year. A detailed bespoke
questionnaire was issued to each director as
well as a number of employees of the Manager
who regularly present to, engage with or
observe meetings of the Board or one or more
Committees. Each participant then met with
the evaluator for at least 90 minutes to discuss
the points raised in the questionnaire. The
evaluator also attended two meetings of the
Board and the Audit Committee. A formal
written report was presented to the Board,
which concluded overall that the Board
functions well, that discussions are transparent
and clear and that relationships between
Board members are respectful and collegiate.

The evaluation reviewed recent internal
appraisals and concluded that progress had
been achieved in addressing several major
strategic issues, including changes within
the fund management team at ICG plc,
Board refreshment, the diversification of
the investment Portfolio, and greater clarity
concerning the Company’s dividend policy.
The evaluation concluded that the Board
oversees the management of the Company
effectively and has the skills and expertise to
protect shareholders’ interests. Its directors
offer diverse but complementary skills and
experience of private equity, listed companies
and financial markets in the UK and overseas,
and challenge the Manager constructively.
All directors make a useful contribution to the
Board commensurate with their experience and
skills. While the evaluation did not highlight any
material weaknesses or concerns, it identified
some areas for focus in the future, including
the successful implementation of the ongoing
Board succession programme.

The Board evaluation also considered the
activities of the Nominations and Audit
Committees, and concluded that the
Committees were operating effectively,
with the right balance of membership,
experience and skills.

The Board discussed the report and agreed
a number of follow up actions, including:

►the appointment of a further non-executive
to the Board (subsequently completed
by the search for and appointment of
David Warnock);

►a review of the company secretarial
processes of the Manager to ensure
that Board time is used effectively and
efficiently and information is disseminated
in a user friendly format; and

►the formation of a Management Engagement
Committee to review the activities of the
Manager and other service providers.

All specified actions are underway and a
number have been completed.

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. Any
search for new directors would be conducted
on an open basis without any discrimination.

Tenure
As discussed on page 52, 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 (as has
been actively done in the last two years), it is
not of concern that one director with longer
than nine years’ experience is 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 it to discharge
its 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.

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 member

Board

Nominations Audit

Jane Tufnell

Lucinda Riches

Alastair Bruce

Gerhard Fusenig

Sandra Pajarola

David Warnock1

Jeremy Tigue2

5/5

2/2

1 Appointed 1 December 2020.
2 Retired from Board 17 June 2020.

2/2 4/4

0/0 0/0

N/A

1/1

In the event that in future any directors are
unable to attend Board and Committee
meetings, the relevant directors will be
contacted by the Chair before and/or after
the meeting to ensure they were aware of the
issues being discussed and to obtain their input.

The Board meetings follow a formal agenda,
which is approved by the Chair and circulated
by the Company Secretary in advance of the
meeting to all the directors and other attendees.
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;
►consideration of any investment

opportunities above a specified size;
►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;

►a review of any conflicts of interest, including
the consideration of investments which may
amount to a conflict of interest;

►updates on shareholder and stakeholder

relations;

►updates on the Company’s capital market

activity; and

There is an agreed procedure under which
directors, wishing to do so in the furtherance

►specific regulatory, compliance or
corporate governance updates.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCECORPORATE GOVERNANCE REPORT CONTINUED

Board meetings also included a number
of presentations from the Manager. 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 FMC Limited).

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 Chair 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 16 to 19.

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 Jane Tufnell
(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 Committee is mindful of all forms of
diversity in its processes, and 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 Board as a whole.
As a result of these discussions, a process
was commenced for the recruitment of a
further non-executive director with the goals
of supplementing the expertise of the existing
Board and of helping mitigate the effects of
the retirement of Lucinda Riches, planned
for June 2021. A number of high-quality
candidates were identified and five were
interviewed by members of the Committee;
following this process, the Committee
unanimously agreed that David Warnock
was the preferred candidate and should
be invited to join the Board.

The Committee has also adopted a
succession plan to ensure that succession
matters continue to be appropriately
considered over the coming years.
The long-term plan takes account of the
potential future retirements of directors
who reach nine years of service and the
skills that they bring which will need
replacement, and envisages that successors
will be sought ahead of such retirements
to allow for an appropriate handover
period with minimal disruption.

Nurole were engaged to support the
appointment of David Warnock. 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 58 to 61 for the Directors’
remuneration report.

Audit Committee
Please see pages 62 and 63 for the Report
of the Audit Committee.

Management Engagement Committee
In accordance with industry good practice,
in February 2021 the Company formed a
Management Engagement Committee to
review the activities of the Manager and other
key service providers. The MEC is chaired by
David Warnock and is comprised of all of the
directors; it will meet at least annually.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

The Board has carried out a robust
assessment of the principal risks and their
mitigants as noted on pages 40 to 45. 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 10 to 15, the Company strengthened
its financial position following its year end
in February 2021 by agreeing a new bank
facility of €200m (£177m), which matures in
February 2025 and is subject to a number of
covenants. The Company had no drawings on
its facility either as at 31 January 2021 or since
the year end. The Company’s cash balance
was £45m as at 31 January 2021.

The Board has assessed the Company’s
ability to remain viable and meet its liabilities
as they fall due through the review of balance
sheet and cash flow projections provided
by the Manager. As part of this, a range of
stressed scenarios and sensitivity analyses
was examined to identify conditions that
might result in the facility’s covenants being
breached, and included the consideration of
possible remedial action that the Company
could undertake to avoid such breaches.
Key variables considered included Portfolio
gains and losses, fund drawdowns and
realisations, availability of the credit
facility, and exchange rates. Based on this
assessment, the Board expects that the
Company will remain viable over a five-year
period from the balance sheet date. This is
an increase from the three-year viable period
used in the prior year, as the Directors
consider that five years more accurately
reflects the Company’s long-term view of its
liability profile, as fund commitment periods
are also typically five years.

JANE TUFNELL
Chair
27 April 2021

Engagement with service providers
The Board operates in an open and
co-operative manner with the Company’s
stakeholders, particularly in light of the
long-term nature of the Company’s
investment proposition. The Board expects
the Company’s third-party service providers,
particularly the Manager who is responsible
for the management of the Company’s
Portfolio, to uphold the same values as the
Board. To this end, the Board considers the
Manager’s corporate culture as part of the
overall assessment of the service provided
to it and has formed a Management
Engagement Committee to oversee this.

Stakeholder engagement
Please see pages 30 and 31 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 63 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. The Manager’s
internal audit function provides an annual
report to the Board.

INVESTOR RELATIONS
Both the Company’s Annual Report and
Accounts, containing a detailed review of
performance and of changes to the investment
Portfolio, and our regular factsheets,
containing updated information in a more
abbreviated form, are made available to
investors 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,
in ordinary circumstances a presentation is
made by the Manager and investors are given
an opportunity to question the Chair, the other
directors and the Manager. Arrangements for
this year’s AGM are dependent on the level of
government restrictions around the COVID-19
pandemic, but we look forward to resuming
shareholder engagement when possible.

Communication with shareholders is given a
high priority by the Board. The Manager and
all directors, and in particular the Chair and
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 Report and quarterly
factsheets. In addition, Board members are
available to meet institutional shareholders.

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 the
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 Chair’s statement on pages 6 to 9,
and the Manager’s review on pages 10 to 15.

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 five-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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEREPORT OF THE DIRECTORS

The Directors present their report and the audited
financial statements for the year ended 31 January 2021

The Report of the Directors should
be read in conjunction with the
Strategic report (pages 1 to 45)
and the Directors’ remuneration
report (pages 58 to 61).

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 2021. The Company
will retain its investment trust status with
effect from 1 February 2021 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 2021.

INVESTMENT POLICY
The Company’s investment policy is set
out on page 57. The Policy has not changed
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.

During the course of the year, the Company
purchased 110,000 shares (representing 0.2%
of the issued share capital of the Company on
23 April 2021, being the latest practical date
before publication of this document) 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.

DIVIDEND
Quarterly dividends in respect of the
year ended 31 January 2021 were paid
on 4 September 2020 (5.0p per share),
4 December 2020 (5.0p per share) and
5 March 2021 (5.0p per share) for a total
of 15.0p per share. A final dividend of
9.0p per share will, if approved, be paid
on 23 July 2021 to holders of ordinary shares
on the register at the close of business on
2 July 2021. This would bring the total
dividend for the year to 24.0p per share.

DIRECTORS
All of the directors listed on pages 48 and
49 held office throughout the year and up to
the date of signing the financial statements,
except for David Warnock (who was
appointed as a director on 1 December 2020)
and will stand for election at the forthcoming
Annual General Meeting. Jeremy Tigue
retired from the Board on 24 June 2020.

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 appointment of
David Warnock was proposed.

It is also proposed that David Warnock
will succeed Lucinda Riches as Senior
Independent Director if he is elected by
shareholders at this year’s Annual General
Meeting. Lucinda Riches will retire from
the Board on 21 June 2021.

A thorough review of all directors standing
for re-election has been conducted. The
review concluded that all directors bring
valuable skills and experience to the Board
and continue to operate effectively, and
accordingly 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 55) and by the former
manager of the Company, Graphite Capital
(see Figure 2 on page 56).

The effective management fee charged by
the Manager in the year was 1.3% of the
Company’s net assets and the Company’s
Ongoing Charges ratio was 1.5% as
calculated in accordance with AIC guidance
and as shown in the Glossary. 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 opposite) 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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

For the Graphite managed funds (as disclosed
in Figure 2 on page 56) 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.

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.

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.

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

Year ended 31 January 2021

Year ended 31 January 2020

Original
commitment
£’000

Remaining
commitment
£’000

35,439

22,150

13,624

17,720

9,323

10,632

7,295

29,180

25,533

18,238

3,648

10,943

15,807

4,565

904

16,169

644

994

4,770

19,259

16,470

17,471

804

1,081

2,840

Fair
value
£’000

25,210

20,303

2,784

1,251

109

4,096

2,545

11,954

11,122

7,244

3,053

2,513

11,320

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

214,668

101,778

103,504

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

1 Euro denominated positions translated to sterling at spot rate on 31 January 2021 and 31 January 2020.
2 US dollar denominated positions translated to sterling at spot rate on 31 January 2021 and 31 January 2020.
3 Fair value is negative as at 31 January 2020 due to fund expenses incurred while no commitment has yet been drawn.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEREPORT OF THE DIRECTORS CONTINUED

CAPITAL
As at 31 January 2021, 72,913,000 ordinary
shares of 10.0p each were in issue and fully
paid, including 4,145,945 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 2021, 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 2021; 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 2021))
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 2021, the Company had received
no notifications of disclosable interests
in its issued share capital.

GREENHOUSE GAS EMISSIONS
The Company has no employees and no
premises, and therefore 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
31 January 2021 at the Annual General
Meeting in 2020 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.

INCORPORATION BY CROSS REFERENCE
Certain information required to be disclosed
in the Directors’ Report is shown within other
sections of the Annual Report and Accounts.
Please refer to the Corporate governance
report on pages 50 to 53.

ANNUAL GENERAL MEETING
The Annual General Meeting will be held
on 21 June 2021. The Board is mindful of
the ongoing travel and social gathering
restrictions arising from the COVID-19
pandemic and is considering the most
appropriate arrangements in the light of
these. We currently envisage that the meeting
will be held as a hybrid meeting with at least
some shareholders able to attend in person
and others by videoconference, but the
arrangements (and in particular the possibility
of physical attendance) remain subject to
prevailing public health requirements. The
Board will be formally communicating with
shareholders outlining the format of the
meeting, with the Notice of Meeting, in the
coming weeks.

By order of the Board:

ANDREW LEWIS
For and on behalf of
ICG FMC Limited
27 April 2021

INVESTMENTS IN GRAPHITE CAPITAL FUNDS
Figure 2

Fund

Graphite Capital Partners IX
Graphite Capital Partners VIII1
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

Total

Original
commitment
£’000

30,000

40,000

20,000

35,138

8,157

4,158

137,453

31 January 2021

Remaining
commitment
£’000

20,296

4,151

1,295

1,984

348

300

Fair
value
£’000

8,084

28,695

2,181

9,397

2,677

2,388

31 January 2020

Original
commitment
£’000

Remaining
commitment
£’000

30,000

80,000

20,000

35,138

8,157

4,158

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

28,374

53,422

248,784

44,053

106,476

1 50% of fund interest was disposed of via secondary sale during the year ended 31 January 2021.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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.

COMPARATOR INDEX
The Company’s comparator index 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
Trust is to provide long-term
growth by investing in private
companies managed by leading
private equity managers.

INVESTMENT TYPE
ICG Enterprise Trust 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 Trust 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 Trust 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 Trust is committed to
its responsibility to its community and
environment and ESG matters are
considered as part of the investment
process. ICG Enterprise Trust 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 Trust 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 Trust 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 Trust’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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEDIRECTORS’ REMUNERATION REPORT

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

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

The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the directors
are entitled to, and how this supports the Company’s long-term strategy and performance. All provisions of this policy are expected to remain
in effect until the Annual General Meeting in 2023 when the Company is next required to submit its policy on the remuneration of its directors
to the members.

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

In accordance with the Remuneration Policy set out below, the Board performed an annual review of directors’ fees. The fees payable to the
directors for the year ended 31 January 2021 were considered in April 2020. While an increase may have been warranted in the light of the
growth of the Company and the remuneration levels of other comparable investment trusts, the Board decided that given the uncertainty at
that time created by the COVID-19 pandemic there would be no increase in directors’ fees for the year ended 31 January 2021.

COMPONENTS OF REMUNERATION PACKAGE

Fee

Basic directors’ fee1

Chair of the Audit Committee2

Chair3

1 The above includes all fees payable for service as a director and a member of Audit Committee.
2 Fee increase reflects additional workload required in respect of Audit Committee Chair role.
3 Fee increase includes £4,000 for taking up an incremental role as member of the Audit Committee.

Year ending
31 January 2022
£

Year ended
31 January 2021
£

Year ended
31 January 2020
£

42,300

52,300

64,600

41,400

43,600

59,400

41,400

43,600

59,400

The fees payable to the directors for the year ending 31 January 2022 have been considered by the Board in the light of a range of factors,
including the additional responsibilities incumbent upon the Board now that the Company is a member of the FTSE 250, the time taken for
directors to fulfil their roles, and the increased obligations on the Audit Committee Chair. After discussion, it was concluded that an increase
of approximately 2% was warranted for all fee components save for the fees to the Audit Committee Chair, which have been rebased in line
with the greater demands of the role and the practice of comparable peers.

It was also concluded that in future years the fee review will be carried out near the start of the financial year rather than at the end of the year
as has been the Company’s practice. This is in line with market practice.

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 2020 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
comparator index. The level of fees for directors is reviewed annually by the Board.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Share price performance1

ICG Enterprise Trust share price

FTSE All-Share Index

£400

£350

£300

£250

£200

£150

£100

£50

£0

£390

£171

Jan 2011

Jan 2012

Jan 2013

Jan 2014

Jan 2015

Jan 2016

Jan 2017

Jan 2018

Jan 2019

Jan 2020

Jan 2021

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 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 overleaf.

The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended
31 January 2021 (2020: £nil).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEDIRECTORS’ REMUNERATION REPORT CONTINUED

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 2021
and the prior year. This disclosure is a statutory requirement. However, the directors consider that this comparison is not meaningful as
(a) the Company has no employees, and (b) its objective is to provide shareholders with long-term capital growth and share buybacks and
the dividend forms only a small part of total shareholders’ returns.

Components of remuneration package

Directors’ remuneration

Shareholder distributions

Dividends paid

Share buybacks

Total distributions to shareholders

Remuneration in the year (audited)

Name

Jane Tufnell1

Lucinda Riches

Alastair Bruce

Gerhard Fusenig2,3

Sandra Pajarola2

David Warnock4

Jeremy Tigue4

Andrew Pomfret5

Total

Year ended
31 January 2021
£’000

Year ended
31 January 2020
£’000

251

256

15,822

775

16,597

15,192

2,628

17,820

31 January 2021

31 January 2020

Fees
£’000

Taxable benefits
£’000

Total
£’000

Fees
£’000

Taxable benefits
£’000

Total
£’000

–

251

–

251

–

251

–

256

Increase reflects assumption of Chair role and serving for full year.

1
2 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.
Increase reflects first full year of service on the Board.

3
4 Served for part of the year.
5 Andrew Pomfret retired from the Board in June 2019.

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

Jane Tufnell

Lucinda Riches

Alastair Bruce

Gerhard Fusenig

Sandra Pajarola

David Warnock

Total

Year ended
31 January 2021
Number of shares

Year ended
31 January 2020
Number of shares

10,000

20,000

19,000

11,000

25,000

20,000

105,000

10,000

20,000

15,000

11,000

6,000

–

62,000

Note that Jeremy Tigue, who retired from the Board in June 2020, held 94,260 shares at the date of his retirement and as at 31 January 2020.
There has been no change in the number of shares held by the existing directors since the year end.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Statement of shareholder voting
The Remuneration Policy was last approved at the Annual General Meeting on 17 June 2020, with the following proxy votes cast:

Votes

For

Against

Withheld

Number

19,855,520

290,607

229,378

At the Annual General Meeting held on 17 June 2020, a resolution to approve the Directors’ Remuneration Report for the year ended
31 January 2020 was passed with the following proxy votes cast:

Votes

For

Against

Withheld

Number

19,517,653

274,317

583,534

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

Resolution to approve Directors’ Remuneration Report
A resolution to approve the Remuneration Report for the year ended 31 January 2021 will be put to the members at the forthcoming
Annual General Meeting.

98.56

1.44

–

98.62

1.38

–

On behalf of the Board:

JANE TUFNELL
Chair
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEREPORT OF THE AUDIT COMMITTEE

The primary role of the Committee
is to review the financial statements,
the effectiveness and scope of the
external audit, and the risks to which
the Company is exposed and the
controls that mitigate those risks.

ALASTAIR BRUCE
Chair of the Committee

COMMITTEE MEMBERS

Alastair Bruce (Chair of the Committee)

Gerhard Fusenig

Sandra Pajarola

Lucinda Riches

Jane Tufnell

David Warnock

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

Four meetings held in the financial year, all were quorate

First annual audit conducted by the Company’s auditors

Additional review and scrutiny of valuations in light of
the COVID-19 pandemic

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

INTRODUCTION
The Audit Committee is comprised of six
non-executive directors: Alastair Bruce,
Gerhard Fusenig, Sandra Pajarola, Lucinda
Riches, Jane Tufnell and David Warnock.
All of the members served throughout the
year except Jane Tufnell and David Warnock.
Jane served as a member until 17 June 2020,
when she became Chair of the Board and
stepped down from the Committee as
required by the UK Corporate Governance
Code; as the Company has now adopted the
AIC Code which permits the Chair to serve on
the Audit Committee, the Committee felt it
would benefit from Jane’s insight and invited
her to rejoin as a member from 1 February
2021. David Warnock joined the Committee
from his date of appointment to the Board,
1 December 2020. As set out on pages 48
and 49, 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, is 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.

Four meetings were held in the financial
year, and all were quorate. 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 annual plan of the auditors, the
report of the auditors following their audit,
the effectiveness of the audit process and the
independence of the auditors, the review of
the Company’s internal controls, the annual
and interim financial statements and the
Company’s risk management framework
and principal risks.

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. This has been an area of particular
consideration for this year as a result of
the COVID-19 pandemic, which has led to
considerable uncertainty in valuations across
the market during the year. The Committee has
been satisfied with the process established by
the Manager. 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 Chair’s
statement on pages 6 and 7 and the Manager’s
review on pages 10 to 15; the principal risks
and their mitigants, as noted on pages 40
to 45; and ability to manage its liquidity and
overcommitment levels over the period of
12 months and longer 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 and/or
reductions in liquidity. Further details around
liquidity risk and overcommitment risk are
detailed on page 89 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
auditor’s 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 2021, 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 day-to-day 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 2021 which sets out the key
internal controls over the administration
of the Company’s investments.

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 2020 to 31 January
2021, 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.

AUDIT INDEPENDENCE AND EFFECTIVENESS
EY were appointed as auditors for the year
ended 31 January 2021 at the Annual General
Meeting in 2020. 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 auditor’s objectivity and
independence. Details of the total fees paid
to EY by the Company are set out in note 4
to the financial statements. In the year ended
31 January 2021, £13,000 (2020: £53,000)
in respect of non-audit services was payable
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.

The 2020 year end audit was EY’s first as
auditors and oversight of their work has
been a key focus of the Committee during
the year. The Committee has been pleased
with the work undertaken by both the
Manager and EY despite the challenging
circumstances of the pandemic. We look
forward to building on the relationship with
EY 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 2022.

I would be pleased to discuss the work of
the Committee with any shareholder.

Alastair Bruce
Chair of the Audit Committee
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED)

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 45), Governance
(pages 46 to 65) and Financial statements
(pages 66 to 92). 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
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 42 to 45).

The sensitivity of the Company to market,
credit and investment, and capital risk is
discussed in note 17 of the financial statements
(page 88). 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 57).

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 2021.

Amount of remuneration paid
The relevant disclosures are available
on the Company’s website.

Co-investment incentive scheme
The incentive paid by the Company during
the year ended 31 January 2021 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 54 to 56.

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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors 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.

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 48 and 49,
confirm that, to the best of their knowledge:

►the Financial statements, which have been
prepared in accordance with International
Accounting Standards in conformity with
the requirements of the Companies Act
2006, 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:

JANE TUFNELL
Chair
27 April 2021

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 Accounting Standards
in conformity with the requirements of the
Companies Act 2006 . 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 International Accounting

Standards in conformity with the
requirements of the Companies Act 2006,
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, International
Accounting Standards in conformity with the
requirements of Companies Act 2006 and
the Statement of Recommended Practice
(‘SORP’) for investment trusts issued by
the Association of Investment Companies
in October 2019.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

GOVERNANCEINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC

OPINION
We have audited the financial statements of ICG Enterprise Trust plc (‘the Company’) for the year ended 31 January 2021 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 Accounting Standards in conformity with the requirements of the Companies Act 2006.

In our opinion, the financial statements:

► give a true and fair view of the Company’s affairs as at 31 January 2021 and of its profit for the year then ended;

► have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the

Companies Act; and

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

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

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

CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern
basis of accounting included:

► We obtained the Directors’ going concern assessment, including the impact of the COVID-19 pandemic, and validated that the assessment

covers a period of twelve months from the date of approval of the financial statements.

► We obtained the forecasts prepared by ICG Alternative Investment Limited (‘the Manager’), estimating future investment portfolio valuation
movements and cash flows, underpinning the Directors’ assessment of going concern. We challenged the sensitivities and assumptions used
in the forecasts, including comparing assumptions of future cash flows and portfolio valuation movements to historical data.

► We obtained the stress testing and reverse stress testing performed by the Manager and challenged the appropriateness and severity of stresses
applied, through comparison to market and historical data. We validated the standing data used by agreeing these to supporting documentation.

► We made enquiries of the Audit Committee and Manager to determine whether, in their opinion, there is any material uncertainty regarding

the Company’s ability to pay liabilities and commitments as they fall due over the next 12 months and challenged this assessment.

► We made enquiries of the Audit Committee and Manager to determine whether, in their opinion, they had any knowledge of events or conditions
beyond the period of the Directors’ assessment that may cast significant doubt on the Company’s ability to continue as a going concern.

► We validated that the disclosures made in the Annual Report and Accounts regarding the Company’s ability to continue as a going concern
are consistent with our understanding of the business and with the assumptions and calculations which underpin the Directors’ assessment
of going concern.

► We obtained the legal agreements to validate the existence of the multi-currency revolving credit facility entered into by the Company

subsequent to the year-end and agreed key terms to the assumptions and calculations in the going concern assessment and supporting stress
testing. We recalculated the relevant covenants for each quarter-end in the going concern assessment period based on these key terms.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of 12 months from when the
financial statements are authorised for issue.

In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt
the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue
as a going concern.

OVERVIEW OF OUR AUDIT APPROACH

Key audit matters

► Risk of incorrect valuation of unquoted investments.

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

Materiality

► Overall materiality of £9.52m which represents 1% of net assets.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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.

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

KEY OBSERVATIONS
COMMUNICATED TO
THE AUDIT COMMITTEE

The results of our
procedures are:
We are satisfied that
there are no material
misstatements in relation
to the risk of incorrect
valuation of unquoted
investments.

RISK

OUR RESPONSE TO THE RISK

Risk of incorrect valuation
of unquoted investments
(2021: £871.9m, 2020: £777.2m)
Refer to the Audit Committee Report
(pages 62 to 63); Accounting policies
(pages 76 to 79); and notes 10 and 17
of the Financial Statements (pages 83
to 84 and 88 to 91).

The unquoted investment portfolio
consists of private equity 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 subsidiary undertakings are held at
fair value under IFRS 10.

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

The net assets of each investment is
provided to the Company by the fund
managers or sponsors of the investee
companies 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 of the Company.
The valuations are then reviewed by the
Directors. We consider there to be an
increased risk of management override
in this area.

As at 31 January 2021, the Company’s
investment portfolio consisted of private
equity fund investments of £442.7m
(2020: £454.6m), direct co-investments
of £161.7m (2020: £116.6m) and
subsidiary undertakings of £267.6m
(2020: £206.0m).

We 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.

We obtained the valuation policy applied by the Company and validated
compliance with the International Private Equity and Venture Capital
Guidelines December 2018.

For a sample of unquoted investments held within the Company and its
subsidiaries, we performed the following procedures to gain assurance
over the valuation:

► we independently obtained the most recently available third-

party valuations and agreed the valuations to the value per the
accounting records;

► where the most recently available third-party valuation was not at the
reporting date, we obtained details of the cash flow and underlying
quoted stock adjustments made to fair value by management and
agreed to supporting documentation and bank statements; and

► we verified the reasonableness of all foreign exchange rates used

by comparison to an independent source.

Subsequent to the finalisation of the investment valuations, we obtained
updated capital account statements and other financial information
relevant to the valuation of the unquoted investments received by the
Manager, to establish if any material valuation differences arose.

We challenged the Manager’s procedures to determine whether events
and circumstances that occurred between the date of the third-party
valuations provided and the reporting date of the Company had an
impact on the valuation of the investment portfolio.

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

► for a sample of investments where the valuation was based on

unaudited capital account statements, we assessed their reliability
by comparing the Net Asset Value (‘NAV’) per the latest audited
financial statements to the NAV per the unaudited capital account
statement for the same quarter; and

► we obtained a sample of relevant underlying audited financial

statements, inspecting the GAAP applied and accounting policies
on key areas impacting the NAV and comparing these to IFRS.
We ensured that the auditor was registered with the appropriate
local accounting body.

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 2021

FINANCIAL STATEMENTSINDEPENDENT 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 are satisfied that
there are no material
misstatements in relation
to the risk of inaccurate
recognition of realised
and unrealised gains/
(losses) on unquoted
investments.

As a result of our
audit procedures,
we highlighted to the
Audit Committee, a
control observation
in connection with
the classification of
realised and unrealised
gains/losses.

RISK

OUR RESPONSE TO THE RISK

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 call and distribution notices, or to secondary sales
documentation, and bank statements; and

► we agreed the inputs in the realised gains/(losses) calculation
for a sample of investments to independently obtained capital
account statements.

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

We verified that the calculation for identifying realised gains and losses
was in line with the documented accounting policy in the Annual Report
and Accounts and validated that the policy is in compliance with IFRS 9.

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

Risk of inaccurate recognition of
realised (2021: (£17.1m), 2020:
£14.7m) and unrealised (2021:
£165.4m, 2020: £70.7m) gains/
(losses) on unquoted investments
Refer to the Accounting policies
(pages 76 to 79); and Note 10 of the
Financial Statements (pages 83 to 84).

Gains or losses on investments 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 calculations
of realised and unrealised gains and losses
on unquoted investments are incorrectly
calculated by the Manager, which could
lead to the disclosures regarding the
capital element of the Income Statement
being materially misstated.

The realised gains and losses recorded
by the Company during the year could
directly affect the dividend which is paid
to shareholders and thus the perceived
performance and share price of the
Company. There could therefore be an
incentive to misstate the realised gains
to manipulate the dividend payment.

For the year ended 31 January 2021,
the Company reported £165.4m (2020:
£70.7m) of unrealised gains and (£17.1m)
of realised losses (2020: £14.7m of
realised gains) on the portfolio of
unquoted investments.

In the prior year, our auditor’s report included a key audit matter in relation to the risk titled ‘Risk of improper use of going concern basis of
accounting, insufficient going concern disclosures or failure to account for material subsequent events’. Under ISA 570 (UK) Going Concern
Revised, our procedures performed over going concern are set out under ‘Conclusions relating to going concern’ above and therefore no
additional key audit matter is required.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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 £9.52m (2020: £7.9m), which is 1% (2020: 1%) of net assets. We believe that net assets
provide us with materiality aligned to the key measurement of the Company’s performance.

There have been no changes to the materiality basis from the prior year.

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

On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our judgement was that
performance materiality was 75% (2020: 50%) of our planning materiality, namely £7.14m (2020: £3.97m). We have set performance materiality
at this percentage due to our past experience of the audit that indicates a lower risk of misstatements, both corrected and uncorrected. A lower
threshold was set for performance materiality in the prior year due to it being our first audit of the Company.

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

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.5m (2020: £0.4m), which
is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

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

OTHER INFORMATION
The other information comprises the information included in the Annual Report set out on pages 1 to 65 and 93 to 102, including the Strategic
Report and Governance and Shareholder information section and Supplementary Information, other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report.

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

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

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

► the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared

is consistent with the financial statements; and

► the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,
in our opinion:

► adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

► the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records

and returns; or

► certain disclosures of Directors’ remuneration specified by law are not made; or

► we have not received all the information and explanations we require for our audit.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED

CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

► Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting set out on page 53;

► Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate

set out on page 53;

► Directors’ statement on fair, balanced and understandable set out on page 65;

► Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 42 to 45;

► The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on pages

40 and 41; and

► The section describing the work of the Audit Committee set out on page 62.

RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement set out on page 65, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company
and management.

► We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most

significant are those that relate to the reporting framework (International Accounting Standards in conformity with the Companies Act 2006 ,
the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code, Section 1158 of the Corporation Tax Act 2010, and The
Companies (Miscellaneous Reporting) Regulations 2018).

► We understood how the Company is complying with those frameworks through discussions with members of the Manager and the Non-
Executive Directors including the Chairman of the Audit Committee, and review of the Company’s documented policies and procedures.

► We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by

considering the key risks impacting the financial statements. We identified fraud and management override risks in relation to the valuation of
unquoted investments and inaccurate recognition of realised and unrealised gains/(losses) on unquoted investments. Our audit procedures
stated above in the ‘Key audit matters section’ of this auditor’s report were performed to address these identified fraud risks.

► Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures
involved review of the reporting to the Directors with respect to the application of the documented policies and procedures and review of
the financial statements to ensure compliance with the reporting requirements of the Company.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

OTHER MATTERS WE ARE REQUIRED TO ADDRESS
► Following the recommendation from 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 ended 31 January 2020 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals and reappointments is 2 years, covering the years
ended 31 January 2020 to 31 January 2021.

► 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.

Denise Davidson
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP
Statutory Auditors
London
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTS
INCOME STATEMENT

Year to 31 January 2021

Year to 31 January 2020

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

6,523

184,071

190,594

–

(799)

6,594

183,272

189,866

(2,682)

(2,129)

(4,811)

1,783

–

1,783

(8,046)

(1,941)

(9,987)

(10,728)

(4,070)

(14,798)

173,285

175,068

–

173,285

175,068

7,060

300

–

7,441

(2,393)

(1,738)

(4,131)

3,310

(538)

2,772

85,660

92,720

–

208

85,868

(7,179)

(1,494)

(8,673)

77,195

538

77,733

300

208

93,309

(9,572)

(3,232)

(12,804)

80,505

–

80,505

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

1,783

173,285

175,068

2,772

77,733

80,505

Basic and diluted earnings per share

254.53p

116.63p

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.

The notes on pages 76 to 92 form an integral part of the financial statements.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

BALANCE SHEET

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
2021
£’000

31 January
2020
£’000

Notes

9, 10, 17

907,562

778,416

45,143

162

45,305

14,470

1,142

15,612

851

483

44,454

952,016

15,129

793,545

7,292

2,112

12,936

929,676

–

7,292

2,112

12,936

771,205

–

952,016

793,545

Net asset value per share (basic and diluted)

1,384.4p

1,152.1p

The notes on pages 76 to 92 form an integral part of the financial statements.

The financial statements on pages 72 to 92 were approved by the Board of Directors on 27 April 2021 and signed on its behalf by:

Jane Tufnell
Director
27 April 2021

Alastair Bruce
Director
27 April 2021

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTS

CASH FLOW STATEMENT

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 inflow/(outflow) from operating activities

Financing activities

Bank facility fee

Interest paid

Credit facility utilised

Credit facility repaid

Purchase of shares into treasury

Equity dividends paid

Net cash outflow from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Net increase/(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 76 to 92 form an integral part of the financial statements.

Year to
31 January
2021
£’000

Year to
31 January
2020
£’000

Notes

147,545

(86,134)

(6,486)

1,231

5,445

(10,334)

(1,419)

49,919

(1,410)

(440)

40,000

(40,000)

(775)

(15,822)

(18,447)

31,472

14,470

31,472

(799)

45,143

107,179

(95,417)

(34,446)

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

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

STATEMENT OF CHANGES IN EQUITY

Company

Year to 31 January 2021

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 2020

7,292

2,112

12,936

356,393

414,812

–

793,545

Profit for the year and total
comprehensive income

Dividends paid or approved

Purchase of shares into treasury

–

100,484

(14,039)

(775)

72,801

–

Closing balance at 31 January 2021

7,292

2,112

12,936

442,063

487,613

1,783

(1,783)

–

175,068

(15,822)

(775)

952,016

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

The notes on pages 76 to 92 form an integral part of the financial statements.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING POLICIES
General information
These financial statements relate to ICG Enterprise Trust plc (‘the Company’). ICG Enterprise Trust plc is registered in England and Wales and
is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession House, 55
Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies managed by
leading private equity managers.

(a) Basis of preparation
The financial information for the year ended 31 January 2021 has been prepared in accordance with International Accounting Standards (‘IAS’)
in conformity with the requirements of the Companies Act 2006 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.

These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the
revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis
continues to be appropriate; the directors’ assessment is further detailed in the Report of the Directors on pages 54 to 56.

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.

The Financial Conduct Authority and the Bank of England have imposed significant interest rate benchmarking reform. As a result, there will be
the imminent cessation of LIBOR. LIBOR publication is expected to cease by 31 December 2021. The Company will apply the practical
expedient as permitted under the transition rules. The impact of this application will be immaterial to the Company.

(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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

(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. All investments are fair valued in line with IFRS 13
‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture Capital valuation
guidelines ‘IPEV’. 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
Funds and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as
determined by the investment manager of those funds. The investment manager of the funds performs periodic valuations of its underlying
investments in line with fair value measurements. In the absence of contrary information, these valuation methodologies are deemed to be
appropriate. A robust assessment is performed by the Company’s experienced Investment Committee to determine the capability and track
record of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded
before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment
manager’s valuation will be consistent with the requirement to use fair value.

The fair value measurement, adopted by investment managers of unquoted investments, is calculated in accordance with the 2018 IPEV guidelines.
The valuation methodology used is typically an earnings multiple methodology , with other methodologies used where they are more appropriate.

Adjustments may be made to the net asset values provided or an alternative method may be deemed to be more appropriate . The most
common reason for adjustments is to take account of events occurring after the date of the manager’s valuation, and better information
becoming available, such as a realisation or a significant macro-economic event.

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 54. At 31 January 2021, 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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED

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. Unquoted investments are primarily the Company’s investments in unlisted funds, managed by
third-party investment fund managers. As such there is significant estimation in the valuation of the unlisted fund at a point in time. Note 1(c) sets
out the accounting policy for unquoted investments. The carrying amount of unquoted investments at the year end is disclosed within note 10.

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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

(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
2021
£’000

Year ended
31 January
2020
£’000

1,367

5,156

6,523

6,594

–

6,523

4,186

2,874

7,060

300

381

7,441

–

7,060

3 INVESTMENT MANAGEMENT CHARGES
Management fees paid to ICG for managing the Enterprise Trust amounted to 1.29% (2020: 1.22%) 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% (2020: 1.4%) of the fair value of invested assets and 0.5% (2020: 0.5%) of outstanding
commitments, in both cases excluding funds managed by Graphite Capital and ICG. No fee is charged on cash or liquid asset balances.
The allocation of the total investment management charge was unchanged in 2021 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 2021

Year ended 31 January 2020

Revenue
£’000

2,682

Capital
£’000

8,046

Total
£’000

10,728

Revenue
£’000

2,393

Capital
£’000

7,179

Total
£’000

9,572

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
2021
£’000

Year ended
31 January
2020
£’000

379

432

185

138

224

–

440

436

198

176

169

120

–

1,539

1,724

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED

4 OTHER EXPENSES
The Company did not employ any staff in the year to 31 January 2021 (2020: none).

Directors’ fees (see note 5)

Fees payable to the Company’s auditors for the audit of the Company’s annual accounts

Fees payable to the Company’s auditors and its associates for other services:

– Audit of the accounts of the subsidiaries

– Audit-related assurance services

Total auditor’s remuneration1

Administrative expenses

Bank facility costs allocated to revenue

Interest expense allocated to revenue

Expenses allocated to revenue

Bank facility costs allocated to capital

Expenses allocated to capital

Total other expenses

Year ended 31 January 2021

Year ended 31 January 2020

£’000

–

£’000

–

117

£’000

251

–

233

963

1,447

546

136

2,129

1,941

4,070

£’000

256

–

158

765

1,179

498

1,738

1,494

3,232

1 The auditors of the Company have additionally provided £13k of non audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical Standards.

The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been recharged to the Manager of the Company.

Auditor’s remuneration has increased during the year consistent with what has been observed within the market.

Professional fees of £0.2m (2020: £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 58 to 61. No income was received or receivable by the directors from any other subsidiary of the Company.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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.

The UK government has announced an increase to the standard rate of corporation tax from 19% to 25% with effect from 1 April 2023. This is
not expected to have a material impact on the Company.

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% (2020: 19%)

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
2021
£’000

Year ended
31 January
2020
£’000

–

538

(538)

–

175,068

33,263

80,505

15,296

(34,627)

(1,030)

2,002

392

–

(16,315)

(245)

1,110

154

–

The Company has £10.6m excess management expenses carried forward (2020: £5.8m). No deferred tax assets or liabilities (2020: 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 (2020: 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
2021

Year ended
31 January
2020

2.59p

251.94p

254.53p

4.02p

112.61p

116.63p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £1.8m (2020: £2.8m)
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 £173.3m (2020: £77.7m)
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 £175.1m (2020: £80.5m)
by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 68,781,700 (2020: 69,027,192).
There were no potentially dilutive shares, such as options or warrants, in either year.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

8 DIVIDENDS

Third quarterly dividend in respect of year ended 31 January 2020: 5.0p per share (2020: 5.0p)

Final dividend in respect of year ended 31 January 2020: 8.0p per share (2020: 7.0p)

First quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p)

Second quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p)

Total

Year ended
31 January
2021
£’000

Year ended
31 January
2020
£’000

3,444

5,502

3,438

15,822

3,459

4,839

3,450

3,444

15,192

The Company paid a third quarterly dividend of 5.0p per share in March 2021. The Board has proposed a final dividend of 9.0p per share in
respect of the year ended 31 January 2021 which, if approved by shareholders, will be paid on 23 July 2021 to shareholders and on the register
of members at the close of business on 2 July 2021.

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 2021.

In accordance with IFRS 10 (amended), the Partnerships are not consolidated and are instead included in unquoted investments at fair value.

The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives, and, in respect
of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the co-investment incentive
scheme. As at 31 January 2021, a total of £41.8m (2020: £28.0m) was accrued in respect of these interests. During the year the Co-investors
invested £0.5m (2020: £0.7m). Payments received by the Co-investors amounted to £8.7m or 4.1% of £209.2m proceeds received in the year
(2020: £6.4m or 4.2% of £155.0m proceeds received). More than 30% of payments related to investments made in 2011 or before, reflecting
the very long-term nature of the incentive scheme. See the Report of the Directors on page 54 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 2021

As at 31 January 2020

Unquoted
investments
£’000

907,425

800,696

Co-investment
incentive scheme
accrual
£’000

(37,103)

(27,521)

Maximum loss
exposure
£’000

870,322

773,175

The Company also holds investments of £1.3m (2020: £4.0m) that are not unconsolidated structured entities. In addition the Company also
holds quoted stock investments of £35.7m (2020: £1.2m). The £37.1m co-investment incentive scheme accrual disclosed above does not include
amounts accrued in respect of quoted equities. Further details of the Company’s investment Portfolio are included in the Supplementary
information section on pages 93 to 97.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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 or losses if it is more than 85% drawn and has returned at least the amount invested by the
Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in respect
of fund investments that have not satisfied the above criteria are presented as unrealised.

Direct investments are considered to generate realised gains or losses when they are sold.

Investments are held by both the Company and through the underlying subsidiary partnerships. An analysis of gains and losses on an underlying
investment look-through basis is presented on page 95 within the Supplementary information section.

Cost at 1 February 2020

Unrealised appreciation at 1 February 2020

Valuation at 1 February 2020

Movements in the year:

– Purchases

– Sales

– capital proceeds

– realised gains and losses based on carrying value at previous balance sheet date

– Movement in unrealised appreciation

Valuation at 31 January 2021

Cost at 31 January 2021

Unrealised appreciation at 31 January 2021

Valuation at 31 January 2021

Cost at 1 February 2019

Unrealised appreciation at 1 February 2019

Valuation at 1 February 2019

Movements in the year:

– Purchases

– Sales

– capital proceeds

– realised gains and losses based on carrying value at previous balance sheet date

– Movement in unrealised appreciation

Valuation at 31 January 2020

Cost at 31 January 2020

Unrealised appreciation at 31 January 2020

Valuation at 31 January 2020

Quoted
£’000

Unquoted
£’000

692

539

1,231

398,475

172,668

571,143

Subsidiary
undertakings
£’000

121,506

84,536

206,042

Total
£’000

520,673

257,743

778,416

–

86,134

6,486

92,620

(1,257)

(146,288)

–

35,728

35,702

1,410

34,292

35,702

(17,088)

110,405

604,306

402,794

201,512

604,306

–

55,026

267,554

127,992

139,562

267,554

Quoted
£’000

Unquoted
£’000

1,552

103

1,655

371,946

147,860

519,806

Subsidiary
undertakings
£’000

87,060

61,551

148,611

(147,545)

(17,088)

201,159

907,562

532,196

375,366

907,562

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

14,686

47,687

571,143

398,475

172,668

571,143

–

22,985

206,042

121,506

84,536

206,042

(107,179)

14,686

70,974

778,416

520,673

257,743

778,416

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED

10 INVESTMENTS CONTINUED

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
2021
£’000

105,033

(122,121)

(17,088)

201,159

184,071

31 January
2020
£’000

37,431

(22,745)

14,686

70,974

85,660

Related undertakings
At 31 January 2021, 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 54%, 60% and 93% (2020: 98%, 73% and 83%) 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 Procession House, 55 Ludgate Hill, London EC4M 7JW.

In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These
investments are not considered subsidiaries or associates as the Company does not exert control or have voting rights over the activities
of these companies/partnerships.

As at 31 January 2021

Investment

Cognito IQ Limited2

Graphite Capital Partners VII Top Up Plus3

Graphite Capital Partners VIII Top Up3

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

Instrument

% interest1

Preference shares

Ordinary shares

Limited partnership interests

44.0%

34.5%

20.0%

41.1%

Instrument

% interest1

Preference shares

Ordinary shares

Limited partnership interests

Ordinary shares

44.0%

35.5%

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.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

11 CASH AND CASH EQUIVALENTS

Cash at bank and in hand

12 RECEIVABLES

Prepayments and accrued income

31 January
2021
£’000

31 January
2020
£’000

45,143

14,470

31 January
2021
£’000

31 January
2020
£’000

162

1,142

As at 31 January 2021, prepayments and accrued income included £0.1m (2020: £0.9m) of unamortised costs in relation to the bank facility.
Of this amount £0.1m (2020: £0.9m) is expected to be amortised in less than one year.

13 PAYABLES – CURRENT

Accruals

14 SHARE CAPITAL

Equity share capital

31 January
2021
£’000

31 January
2020
£’000

851

483

Authorised

Issued and fully paid

Number

Nominal
£’000

Number

Nominal
£’000

7,292

Balance at 31 January 2021 and 31 January 2020

120,000,000

12,000

72,913,000

All ordinary shares have a nominal value of 10.0p. At 31 January 2021 and 31 January 2020, 72,913,000 shares had been allocated, called
up and fully paid. During the year, 110,000 shares were bought back in the market and held in treasury (2020: 300,000 shares). At 31
January 2021, the Company held 4,145,945 shares in treasury (2020: 4,035,945) leaving 68,767,055 (2020: 68,877,055) 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 £952.0m (2020: £793.5m) and on 68,767,055
(2020: 68,877,055) 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 1,384.4p (2020: 1,152.1p).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED

16 CAPITAL COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries had uncalled commitments in relation to the following portfolio investments.

ICG Strategic Equity Fund III

ICG Augusta Partners Co-Investor1

ICG Strategic Secondaries Fund II

ICG Europe Mid-Market Fund

ICG Europe VII

ICG North American Private Debt Fund II

ICG Europe VI1

ICG Asia Pacific Fund III

ICG Velocity Partners Co-Investor1

ICG Recovery Fund 2008 B1

ICG Europe V1

ICG Cross Border1

ICG Cheetah Co-Investment

ICG Topvita Co-Investment2

ICG European Fund 2006 B

ICG Progress Co-Investment

ICG MXV Co-Investment2

ICG Diocle Co-Investment

ICG Match Co-Investment

ICG Trio Co-Investment

Total ICG funds

Graphite Capital Partners IX

Graphite Capital Partners VIII2

Graphite Capital Partners VII1,2

Total Graphite funds

1 Includes interest acquired through a secondary fund purchase.
2 Includes the associated Top Up funds.

31 January
2021
£’000

31 January
2020
£’000

19,259

17,471

16,470

16,169

15,807

4,770

4,565

2,840

1,081

994

904

804

731

728

644

534

226

154

119

29,784

18,137

14,395

16,801

22,574

6,371

3,257

2,656

1,122

6,156

857

1,172

980

–

736

554

214

124

146

104,340

126,103

20,296

5,446

2,771

28,513

26,367

14,915

2,771

44,053

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Seventh Cinven Fund

CVC European Equity Partners VIII

Oak Hill Capital Partners V

PAI Europe VII

Investindustrial VII

AEA VII

New Mountain VI

FSN VI

PAI Mid-Market Fund

Apax X

Advent Global Private Equity IX

Bowmark Capital Partners VI

Thomas H Lee Equity Fund VIII

Permira VII

CVC European Equity Partners VII

CD&R XIII

Leeds VII

Bain Capital XIII

Charlesbank X

Gridiron Capital Fund IV

Carlyle Europe Partners V

Bain Capital Europe V

Five Arrows Principal Investments III

Tailwind Capital Partners III

Charterhouse Capital Partners X

Hg Genesis 9

IK IX

Gridiron Capital Fund III

Resolute IV

Bowmark Capital Partners V

Hg Saturn 2

CB Technology Opportunities Fund

Five Arrows FACP

CVC European Equity Partners VI

Bain Technology Opportunities Fund

Hg Capital 8

Sixth Cinven Fund

31 January
2021
£’000

15,766

13,290

12,950

12,323

12,312

12,149

10,067

8,860

8,792

8,753

8,381

8,245

8,221

8,038

7,599

7,295

6,412

6,145

5,263

5,210

5,009

4,483

4,430

4,292

3,999

3,612

3,176

3,099

2,847

2,829

2,612

2,571

2,283

2,130

31 January
2020
£’000

16,801

–

15,146

17,979

12,412

13,529

–

10,522

10,530

11,656

11,246

10,005

–

11,359

7,016

6,250

7,090

8,054

5,745

–

12,432

4,115

7,312

2,565

–

3,786

4,677

2,916

–

3,320

5,266

Commitments of less than £2,000,000 at 31 January 2021

Total third party

Total commitments

30,304

285,632

418,485

66,754

288,483

458,639

As at 31 January 2021, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above portfolio of £281.4m
(2020: £326.2m). The Company did not have any contingent liabilities at 31 January 2021 (2020: None).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTS
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 US
dollars. 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 reporting currency at the year end is set out below:

31 January 2021

Investments

Cash and cash equivalents and other net current assets

31 January 2020

Investments

Cash and cash equivalents and other net current assets

Sterling
£’000

402,358

26,275

428,633

Sterling
£’000

363,259

11,716

374,975

Euro
£’000

278,351

3,331

US dollar
£’000

226,328

14,561

281,682

240,889

Euro
£’000

257,815

849

258,664

US dollar
£’000

156,207

2,564

158,771

Other
£’000

525

287

812

Other
£’000

1,135

–

1,135

Total
£’000

907,562

44,454

952,016

Total
£’000

778,416

15,129

793,545

The effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £56.4m and a rise of £56.3m in the value of
shareholders’ equity and on profit after tax at 31 January 2021 respectively (2020: a fall of £52.1m and a rise of £51.7m based on 25% increase
or decrease).

The effect of a 25% increase or decrease in the sterling value of the US dollar would be a fall of £91.2m and a rise of £89.7m in the value of
shareholders’ equity and on profit after tax at 31 January 2021 respectively (2020: a fall of £52.7m and a rise of £51.9m based on 25% movement).

These sensitivity figures are based on the currency of the location of the underlying portfolio companies’ headquarters. The percentages
applied are based on market volatility in exchange rates observed in prior periods.

(ii) Interest rate risk
The fair value of the Company’s investments and cash balances are not directly affected by changes in interest rates.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

(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 2021

31 January 2020

Increase
in variable
£’000

Decrease
in variable
£’000

Increase
in variable
£’000

Decrease
in variable
£’000

264,076

(266,844)

150.8%

27.7%

(152.4%)

(28.0%)

223,843

278.0%

28.2%

(228,510)

(283.8%)

(28.8%)

Investment and credit risk
(i) Investment risk
Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates,
thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are by their nature subject
to potential investment losses. The investment Portfolio is highly diversified.

(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 £45m (2020: £14m). Of this amount £23m was deposited at
Royal Bank of Scotland (‘RBS’), which currently has a credit rating of Baa2 from Moody’s, and £20m 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 2021 (2020: 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 53 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 £45m and had access to committed bank facilities of a headline €176m
(£155m), being a multi-currency revolving credit facility and provided by Lloyds, ICBC and NatWest. This facility was split into two equal
tranches, maturing in April 2021 and April 2022. Following the year end, in February 2021 the Company secured access to a new four-year
bank facility of €200m (£177m) maturing in February 2025, which is a multi-currency revolving credit facility and is provided by Credit Suisse.
This new facility replaced the previous facility that was in place at the year end. The key terms of the new facility are:

► Upfront cost: 100bps

► Non-utilisation fees: 114bps per annum

► Margin on drawn amounts: 300bps per annum

As at 31 January 2021 the Company’s total financial liabilities amounted to £0.9m (2020: £0.5m) of payables which were due in less than one
year, which includes accrued balances payable in respect of the credit facility above. The facility was undrawn at reporting.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Capital risk management
The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective. As at the year end,
the Company had no debt (2020: £nil).

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 2021, the composition of which is shown on the balance sheet, was £952.0m (2020: £793.5m).

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 88 and 89.

The following table presents the assets that are measured at fair value at 31 January 2021 and 31 January 2020. The Company had no financial
liabilities measured at fair value at that date.

As at 31 January 2021

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 2020

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

–

35,702

–

35,702

Level 1
£’000

–

1,231

–

1,231

–

442,696

161,610

–

267,554

871,860

Level 2
£’000

Level 3
£’000

–

454,586

116,557

–

206,042

777,185

442,696

161,610

35,702

267,554

907,562

Total
£’000

454,586

116,557

1,231

206,042

778,416

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 £252.0m and £254.8m
respectively or 26.5% and 26.8% (31 January 2020: rise and fall of £223.4m and £228.1m or 28.2% and 28.7%).

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

The following tables present the changes in level 3 instruments for the year to 31 January 2021 and 31 January 2020.

31 January 2021

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 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

Unquoted
investments
(indirect) at fair
value through
profit or loss
£’000

454,586

76,588

Unquoted
investments
(direct) at fair
value through
profit or loss
£’000

116,557

9,546

Subsidiary
undertakings
£’000

206,042

6,486

Total
£’000

777,185

92,620

(126,673)

(19,615)

–

(146,288)

38,195

442,696

55,122

161,610

55,026

267,554

148,343

871,860

59,085

51,320

55,026

165,431

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

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

Increase/(decrease) in amounts owed to subsidiaries
Income allocated

Increase in amounts owed to subsidiaries
Decrease in amounts owed by subsidiaries
Income allocated

Increase in amounts owed by subsidiaries
Income allocated

Year ended
31 January
2021
£’000

784
10

5,814
2,886
531

15,313
2,884

Year ended
31 January
2020
£’000

(18,134)
20

–
13,372
620

47,563
525

For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on pages
48 and 49. Details of remuneration are disclosed in the Directors’ remuneration report on pages 58 to 61.

Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share of
drawdowns and distributions in respect of those entities are credited and debited respectively.

Subsidiary

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.

Amounts owed by subsidiaries

Amounts owed to subsidiaries

31 January 2021
£’000

31 January 2020
£’000

31 January 2021
£’000

31 January 2020
£’000

–

154,019

–

2,886

138,706

20,869

5,814

–

20,085

–

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED

18 RELATED PARTY TRANSACTIONS CONTINUED
The Company’s total share in funds managed by the Company’s Manager, excluding direct co-investments which had remaining commitments
of £2.6m (2020: £1.8m), are:

Year ended 31 January 2021

Year ended 31 January 2020

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

35,439

22,150

13,624

17,720

9,323

10,632

7,295

29,180

25,533

18,238

3,648

10,943

15,807

4,565

904

16,169

644

994

4,770

19,259

16,470

17,471

804

1,081

2,840

Fair value
investment
£’000

25,210

20,303

2,784

1,251

109

4,096

2,545

11,954

11,122

7,244

3,053

2,513

11,320

Original
commitment
£’000

Remaining
commitment
£’000

Fair value
investment
£’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

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

214,668

101,778

103,504

213,048

124,262

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, on 26 February 2021, the Company finalised a new bank facility of €200m (£177m, translated at the rate prevailing
on the day the facility became available for use) with Credit Suisse. The facility was agreed to strengthen the Company’s financial position and
replace the previous facility that was in place at the year end.

The new facility requires at least £500m of investments be held in a single entity in order to provide security for the facility. To meet this criteria,
a new subsidiary of the Company, ET Holdings LP, was incorporated on 15 December 2020 and will hold at least £500m of the Company’s
investments. Post year-end, the Company has completed the transfer of £440m of its investments, as well as a transfer of £163m investments
from the Company’s subsidiary ICG Enterprise Trust Co-investment LP, to ET Holdings LP. The transfer of investments is a non adjusting post
balance sheet event. To date £nil has been drawn from the facility.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

30 LARGEST FUND INVESTMENTS (UNAUDITED)

We have investments with 38 leading private equity
managers.

1. BC EUROPEAN CAPITAL IX2
€6.7bn fund investing in large buyouts in Europe
and the US of market-leading businesses with
defensive growth characteristics.

2. GRAPHITE CAPITAL PARTNERS VIII1
£450m fund focused on small to mid-sized UK
buyouts. Sectors include healthcare, business
services, industrials, leisure and consumer.

3. 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.

Value
Outstanding commitment
Committed
Country/region

£45.2m
£2.1m
2011
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£30.9m
£5.4m
2013
UK

Value
Outstanding commitment
Committed
Country/region

£29.5m
£4.0m
2016
North America

4. 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.

5. 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.

6. ADVENT GLOBAL PRIVATE EQUITY VIII
$13bn fund investing in European and US
mid-market and large buyouts across a variety
of sectors.

Value
Outstanding commitment
Committed
Country/region

£25.2m
£2.1m
2016
Europe

Value
Outstanding commitment
Committed
Country/region

£25.2m
£15.8m
2018
Europe

Value
Outstanding commitment
Committed
Country/region

£22.9m
£0.6m
2016
Europe/USA

7. 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.

8. 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.

9. 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.

Value
Outstanding commitment
Committed
Country/region

£20.5m
£2.6m
2013
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£20.3m
£4.6m
2015
Europe

Value
Outstanding commitment
Committed
Country/region

£16.2m
£7.6m
2017
Europe/North America

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. 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.

12. BC EUROPEAN CAPITAL X
€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

£16.0m
£0.6m
2019
Europe

Value
Outstanding commitment
Committed
Country/region

£15.8m
£1.3m
2013
Europe

Value
Outstanding commitment
Committed
Country/region

£15.5m
£1.6m
2016
Europe

13. 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.

14. ONE EQUITY PARTNERS VI
$1.7bn fund focused on buy and build transactions
in middle market companies in North America and
Western Europe.

15. 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

£15.1m
£2.8m
2007
UK

Value
Outstanding commitment
Committed
Country/region

£14.1m
£0.6m
2016
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£13.9m
£0.5m
2013
Europe/USA

1 Includes the associated Top Up funds.
2 All or part of interest acquired through a secondary purchase.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

SUPPLEMENTARY INFORMATION30 LARGEST FUND INVESTMENTS (UNAUDITED) CONTINUED

16. 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.

17. 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.

Value
Outstanding commitment
Committed
Country/region

£12.3m
£2.0m
2016
Europe

Value
Outstanding commitment
Committed
Country/region

£12.1m
£1.6m
2015
USA

18. RESOLUTE IV
$3.6bn fund managed by The Jordan Company
focused on mid-market buyouts in the US. Sectors
include industrials, consumer and healthcare,
transport and logistics, and telecoms, technology
and utilities.
Value
Outstanding commitment
Committed
Country/region

£12.0m
£3.6m
2018
USA

19. ICG STRATEGIC EQUITIES FUND III
$2.4bn fund focused on bespoke, sponsor-led
liquidity transactions including fund restructurings
and single asset continuation vehicles. Global
strategy, weighted towards Europe and the US.

20. NEW MOUNTAIN PARTNERS V
$6.2bn fund investing in US mid-market buyouts.
Sectors include tech-enabled business services,
advanced materials, human capital management,
information and data.

21. 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

£12.0m
£19.3m
2018
USA

Value
Outstanding commitment
Committed
Country/region

£11.9m
£2.0m
2017
USA

Value
Outstanding commitment
Committed
Country/region

£11.3m
£2.8m
2016
Asia Pacific

22. GRYPHON V
$2.1bn fund targeting US mid-market buyouts,
with a focus on business services, consumer,
healthcare and industrial growth.

23. ICG STRATEGIC SECONDARIES FUND II
$1.1bn fund focused on acquiring portfolios of
direct private equity investments primarily in the
US and Europe.

24. CHARTERHOUSE CAPITAL PARTNERS X
€2.3bn fund investing in European mid-market
businesses backing incumbent management teams
across a range of sectors.

Value
Outstanding commitment
Committed
Country/region

£11.2m
£1.4m
2019
North America

Value
Outstanding commitment
Committed
Country/region

£11.1m
£16.5m
2016
Europe/USA

Value
Outstanding commitment
Committed
Country/region

£10.6m
£4.5m
2015
Europe

25. PAI EUROPE VII
€5.1bn fund investing in European mid-market
control buyouts. Sectors include business services,
food & consumer, general industrials and
healthcare.

26. 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.

27. THOMAS H LEE EQUITY FUND VIII
$3.6bn fund investing in US mid-market buyouts
with a focus on financial services, healthcare,
technology and business solutions, and consumer.

Value
Outstanding commitment
Committed
Country/region

£10.3m
£12.3m
2017
Europe

Value
Outstanding commitment
Committed
Country/region

£10.2m
£1.6m
2013
Europe

Value
Outstanding commitment
Committed
Country/region

£10.1m
£8.2m
2017
USA

28. RESOLUTE II2
$3.6bn fund managed by The Jordan 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

£9.8m
£1.6m
2018
USA

29. LEEDS EQUITY PARTNERS VI
$760m fund investing in US mid-market buyouts
with a focus on the Knowledge Industries
(education, training and information services /
software businesses).

30. EGERIA PRIVATE EQUITY FUND IV
€600m fund targeting mid-market buyouts in the
Netherlands and DACH region with a focus on
buy-and-build, strategic repositioning and complex
transactions across a range of sectors.

Value
Outstanding commitment
Committed
Country/region

£9.3m
£0.7m
2017
USA

Value
Outstanding commitment
Committed
Country/region

£8.3m
£1.0m
2012
Europe

1 Includes the associated Top Up funds.
2 All or part of interest acquired through a secondary purchase.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

PORTFOLIO ANALYSIS (UNAUDITED)

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

Total 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 2021 (or later) valuations (31 January 2020: 95%).

Year ended
31 January
2021

Year ended
31 January
2020

806.4

89.7

49.5

139.2

(209.2)

(70.0)

200.6

12.2

949.2

24.9%

1.5%

26.4%

694.8

97.4

61.2

158.6

(148.8)

9.8

115.4

(13.6)

806.4

16.6%

(2.0%)

14.6%

Manager

PAI Partners

Graphite Capital

Gridiron Capital

ICG

Thomas H Lee Partners

ICG

Permira Advisers

Oak Hill Capital

Thomas H. Lee Partners

REALISATION ACTIVITY

Investment

Roompot

City & County Healthcare

Leaf Home Solutions

Visma

Ceridian

Gerflor

TeamViewer

EPIC

VetCor Professional Practices

Alfresco

Total of 10 largest underlying realisations

Total underlying realisations

Total secondary sale proceeds

Total realisations

INVESTMENT ACTIVITY

Investment

Description

Year of investment

Realisation type

Proceeds
£m

2016

2013

2016

2017

2007

2011

2014

2017

2018

Secondary disposal

Financial buyer

Recapitalisation

Financial buyer

Public sell down post IPO

Financial buyer

Public sell down post IPO

Financial buyer

Trade

Curium Pharma

Supplier of nuclear medicine diagnostic pharmaceuticals

AML RightSource

Provider of compliance and regulatory services and solutions

Gridiron Capital

Provider of business management software and outsourcing services

Hg Capital

Manager

ICG

Provider of learning analytics software and assistive technology solutions Five Arrows Principal Investments /

Visma

Texthelp

HSE24

Home shopping network in Germany

Babble Cloud

Provider of communications & IT services

David Lloyd Leisure

Operator of premium health clubs

Juvare

Provider of emergency management solutions and software

Five Arrows Capital Partners

ICG

Graphite Capital

TDR Capital

Five Arrows Principal Investments /
Five Arrows Capital Partners

Biogroup

Operator of medical diagnostic laboratories

ICG

Thyssenkrupp Elevator Manufacturer of elevators and escalators and related services

Advent International / Cinven

Total of 10 largest underlying new investments

Total new investments

1 Represents ICG Enterprise Trust’s indirect exposure (share of fund cost) plus any amounts paid for co-investments in the period.

Country

USA

Norway

Germany

USA

France

Germany

28.3

17.2

7.7

7.2

6.9

6.2

3.4

2.8

2.4

2.2

84.3

137.3

71.9

209.2

Cost1
£m

8.8

7.1

4.8

3.7

2.8

2.7

2.5

2.4

2.2

2.1

39.1

139.2

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

SUPPLEMENTARY INFORMATIONPORTFOLIO ANALYSIS (UNAUDITED) CONTINUED

COMMITMENTS ANALYSIS

Investment period not commenced

Funds in investment period

Funds post investment period

Total

Movement in outstanding commitments in year ended 31 January 2021
£m

Outstanding commitments at beginning of year

New primary commitments

New commitments relating to co-investments and secondary purchases

Drawdowns

Commitments released from fund 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 2021

Original
commitment
£’000

Outstanding
commitment
£’000

Average
drawdown
percentage

% of
commitments

20.6

517.2

670.3

1,208.1

20.6

320.5

77.4

418.5

0.0%

38.0%

88.4%

65.4%

4.9%

76.6%

18.5%

100.0%

31 January
2021

31 January
2020

458.6

94.8

7.1

(120.6)

(41.9)

20.5

418.5

411.2

156.3

2.0

(113.3)

(1.5)

3.9

458.6

31 January
2021

31 January
2020

418.5

(201.1)

217.4

22.8%

458.6

(162.3)

296.3

37.3%

Fund

Primary commitments

CVC VIII

Apax X

Bain XIII

Clayton, Dubilier & Rice XI

Hg Genesis 9

Hg Saturn 2

Bain Tech Opportunities

Charlesbank Equity Fund X

FSN Capital VI

Leeds Equity Partners VII

New Mountain Capital Fund VI

PAI Mid-Market Fund

Gridiron IV

Total primary commitments

Commitments relating to co-investments and secondary investments

Total new commitments

Strategy

Geography

Large buyouts

Mid-market buyouts

Large buyouts

Mid-market and large buyouts

Mid-market buyouts

Mid-market and large buyouts

Mid-market buyouts

Europe/North America

Global

North America

Europe

North America

Europe

North America

Lower Mid-market buyouts

Europe

Mid-market buyouts

North America

£m

13.5

8.7

7.7

7.5

4.5

4.2

4.0

7.3

8.9

7.4

10.3

8.9

1.9

94.8

7.1

101.9

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

OTHER INFORMATION (UNAUDITED)

CURRENCY EXPOSURE

Portfolio1

Sterling

Euro

US dollar

Other European

Other

Total

31 January
2021
£m

197.4

208.3

380.5

73.9

89.1

949.2

31 January
2021
%

20.8%

21.9%

40.1%

7.8%

9.4%

100.0%

31 January
2020
£m

31 January
2020
%

246.0

226.6

224.2

59.6

50.0

806.4

30.5

28.1

27.8

6.2

7.4

100.0

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 20211

31 January 2020

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
2021
£m

31 January
2021
%

31 January
2020
£m

31 January
2020
%

43.7

195.9

178.2

0.7

418.5

10.4

46.8

42.6

0.2

100.0

Revenue
return
per share
p

Ordinary
dividend
per share
p

Special
dividend
per share
p

Total
dividend
per share
p

2.59

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

24.0

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

–

24.0

23.0

22.0

21.0

20.0

11.0

15.5

5.0

2.25

4.5

8.0

6.5

65.3

213.0

178.5

1.8

458.6

Net
asset value
per share
p

1384.4

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

14.2

46.5

38.9

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

1 Includes the quarterly dividend of 5.0p paid on 5 March 2021 and the final dividend of 9.0p to be paid on 23 July 2021 subject to shareholder approval at the AGM.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

SUPPLEMENTARY INFORMATIONGLOSSARY (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 in this Glossary.

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 2021 and 31 January 2020,
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.

Deployment please see ‘Total new investment’.

Direct Investments please see ‘Co-investment’.

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.

General Partner (‘GP’ or the ‘manager’) is the entity managing a
private equity fund. 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 Investments comprises Direct investments,
ICG managed funds and Secondary 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.

Investment Period is the period in which funds are able to make new
investments under the terms of their fund agreements, typically up
to five years after the initial commitment.

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.

Net asset value (‘NAV’) per Share 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.

Enterprise Value is the aggregate value of a company’s entire issued
share capital and net debt.

Net asset value (‘NAV’) 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.

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.

Net Debt is calculated as the total short-term and long-term debt
in a business, less cash and cash equivalents.

Full Exits 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, this does not include
fund disposals. See ‘Fund disposals’.

Ongoing Charges are calculated in line with guidance issued by
the Association of Investment Companies (‘AIC’) and capture
management fees and expenses, excluding finance costs, incurred
at the Company level only. The calculation does not include the
expenses and management fees incurred by any underlying funds.

Fund Disposals are where the Company receives sales proceeds from
the full or partial sale of a fund position within the secondary market.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

Total per
Income
Statement
£’000

Amount
excluded from
AIC Ongoing
Charges
£’000

Included
Ongoing
Charges
£’000

31 January 2020
£m

Fair value per
balance sheet

Balances
receivable
from
subsidiary
limited
partnerships

Co-
investment
Incentive
Scheme
accrual

Aggregated
Company
and
subsidiary
limited
partnerships

Cash held by
subsidiary
limited
partnerships

10,728

1,447

2,623

14,798

–

2,623

2,631

10,728

Investments1

1,439

Cash

–

12,167

Other net
liabilities

Net assets

778.4

14.5

0.7

793.6

–

28.0

–

806.4

14.5

(28.0)

(27.3)

–

793.6

2021

Management fees

General expenses

Finance costs

Total

Total Ongoing Charges

Average NAV

Ongoing Charges as % of NAV

2020

Management fees

General expenses

Finance costs

Total

Total Ongoing Charges

Average NAV

Ongoing Charges as % of NAV

Total per
Income
Statement
£’000

Amount
excluded from
AIC Ongoing
Charges
£’000

9,572

1,179

2,053

12,804

–

2,053

2,065

12,167

834,566

1.5%

Included
Ongoing
Charges
£’000

9,572

1,167

–

10,739

782,437

1.4%

Other Net Liabilities at the aggregated Company and subsidiary limited
partnership level represent net other liabilities per the Company’s balance
sheet, net other liabilities per the balance sheets of the subsidiaries
and amounts payable under the co-incentive scheme accrual.

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
along with other figures aggregated for the Company and its
subsidiary limited partnerships is presented below:

1 Investments at fair value per Company balance sheet or the Portfolio for aggregated

Company and subsidiary limited partnerships.

Portfolio Return on a Local Currency Basis represents the
change in the valuation of the Company’s Portfolio, before the
impact of currency movements and co-investment scheme accrual.
The Portfolio return of 24.9% is calculated as follows:

£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

Portfolio return on a Local Currency Basis

2021

190.6

(12.2)

22.2

200.6

806.4

24.9%

2020

92.7

13.8

8.9

115.4

694.8

16.6%

A reconciliation between the Portfolio return on local currency
basis and NAV per share Total Return is disclosed overleaf, see
‘Total Return’.

Portfolio Company refers to an individual company in an
investment portfolio.

Preferred Return is the preferential rate of return on an individual
investment or a portfolio of investments, which is typically 8%
per annum.

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.

Quoted Company is any company whose shares are listed or traded
on a recognised stock exchange.

Realisation Proceeds are amounts received in respect of underlying
realisation activity from the Portfolio and excludes any inflows from
the sale of fund positions via the secondary market.

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.

31 January 2021
£m

Fair value per
balance sheet

Investments1

Cash

Other net
liabilities

Net assets

907.6

45.2

(0.7)

952.1

–

0.2

–

Balances
receivable
from
subsidiary
limited
partnerships

Co-
investment
Incentive
Scheme
accrual

Aggregated
Company
and
subsidiary
limited
partnerships

Cash held by
subsidiary
limited
partnerships

£m

Cumulative realisation proceeds from full exits in
the year

(0.2)

41.8

949.2

45.2

Cost

Average return Multiple to Cost

–

2021

2020

85.7

35.6

2.4x

99.2

41.9

2.4x

(41.8)

(42.3)

–

952.1

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

SUPPLEMENTARY INFORMATION
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.

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.

£m

Realisation proceeds from full exits in the year

Carrying value at previous quarterly valuation
prior to exit

Realisation uplift to previous carrying value

2021

78.0

59.7

31%

2020

73.5

53.7

37%

Secondary Investments occur when existing private equity
fund interests and commitments are purchased 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.

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 2021

Net asset value
per share

Share price

FTSE All-Share Index

1 year

3 years

5 years

10 years

+22.5%

+53.1%

+109.3%

+207.7%

+2.8%

-7.5%

+27.6%

+101.8%

+290.3%

-1.6%

+31.5%

+71.4%

The table below shows the breakdown of the 1 year net asset value per
share Total Return:

Change in NAV
(% of opening NAV)

Portfolio return on a local currency basis

Currency movements in the Portfolio

Movements in the cash flow statement within the financial statements
reconcile to the movement in the Portfolio as follows:

Portfolio return in sterling

Effect of cash drag

£m

Per cash flow statement

2021

2020

Impact of net Portfolio movement on net asset value

26.8%

13.9%

Expenses and other income

Incentive accrual valuation movement

Purchase of Portfolio investments

86.1

95.4

Purchase of Portfolio investments within
subsidiary investments

Total new investment

53.1

139.2

63.2

158.6

Increase in net asset value per share before buy backs

Impact of share buy backs & dividend reinvestment

Net asset value per share Total Return

2021

2020

24.9%

16.6%

1.5%

(2.0%)

26.4%

14.6%

0.4%

(0.7%)

(1.9%)

(2.8%)

22.1%

0.4%

22.5%

(1.7%)

(1.2%)

11.0%

0.2%

11.2%

Total Proceeds are amounts received by the Company in respect of
the Portfolio, which may be in the form of capital proceeds or income
such as interest or dividends. In accordance with IFRS 10, the
Company’s subsidiaries are deemed to be investment entities and are
included in subsidiary investments within the financial statements.
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

Total proceeds

Fund disposals

Realisation proceeds

2021

2020

147.5

107.2

55.1

1.2

5.4

209.2

71.9

137.3

34.5

5.8

1.3

148.8

8.2

140.6

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 (EBITDA) 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.

100

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

USEFUL INFORMATION

Address
ICG Enterprise Trust plc
Procession House
55 Ludgate Hill
London EC4M 7JW
020 3545 2000

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
Procession House
55 Ludgate Hill
London EC4M 7JW
020 3545 2000

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 – 2020/2021
Quarterly dividends of 5.0p were paid on:

► 4 September 2020

► 4 December 2020

► 5 March 2021

A final dividend of 9.0p is proposed in
respect of the year ended 31 January 2021,
payable as follows:

Ex-dividend date – 1 July 2021
(shares trade without rights to the dividend).

Record date – 2 July 2021 (last date for
registering transfers to receive the dividend).

Dividend payment date – 23 July 2021.

2021/22 dividend payment dates
Quarterly dividends will be paid in the
following months:

► September 2021

► December 2021

► March 2022

► July 2022

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).

Legal Notice
‘FTSE’ is a trade mark of certain LSE Group
companies. All rights in any FTSE index or
data referred to herein vest in the relevant
LSE Group company which owns the index or
the data. Neither LSE Group nor its licensors
accept any liability for any errors or omissions
in the indexes or data and no party may rely
on any indexes or data contained in this
communication. The LSE Group does not
promote, sponsor or endorse the content
of this communication.

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

101

SHAREHOLDER INFORMATIONHOW 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.

102

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

NOTES

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

103

NOTES

104

ICG ENTERPRISE TRUST PLC Annual Report and Accounts 2021

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ICG ENTERPRISE TRUST PLC
Procession House
55 Ludgate Hill
London
EC4M 7JW