ICG Enterprise Trust Plc
Annual Report and Accounts 2022
Defensive growth
from a balanced
private equity portfolio
An actively managed
portfolio delivering
attractive compounding
returns over the long term
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.
Direct
Investments
Secondary
Investments
Primary
Funds
1
STRATEGICREPORT
1 Highlights
2 At a glance
4 How we access the market
6 How we work with our Manager
8 Fulfilling our purpose
10 Chair’s statement
12 Manager’s review
20 30 largest underlying companies
24 Investing responsibly
26 People and culture
32 Key performance indicators
34 Stakeholder engagement
38 How we manage risk
40 Principal risks and uncertainties
44
GOVERNANCE
44 Governance overview
46 Board of Directors
48 Corporate governance report
52 Report of the Directors
55 Investment policy
56 Directors’ remuneration report
60 Report of the Audit Committee
62 Additional disclosures required by
the Alternative Investment Fund
Managers Directive
63 Statement of Directors’ responsibilities
64
FINANCIALSTATEMENTS
64 Independent auditor’s
report to the members
of ICG Enterprise Trust Plc
70 Income statement
71 Balance sheet
72 Cash flow statement
73 Statement of changes in equity
74 Notes to the financial statements
91
OTHERINFORMATION
91 30 largest fund investments
93 Portfolio analysis
96 Glossary
99 Shareholder information
100 How to invest in
ICG Enterprise Trust Plc
www.icg-enterprise.co.uk
ICG Enterprise Trust Plc
4 How we access the market
1,690p
NAV per Share
(31 January 2021: 1,384p)
16.4%
NAV per Share Total Return
five-year annualised
2,3
(31 January 2021: 15.9%)
24.4%
NAV per Share Total Return
2,3
(31 January 2021: 22.5%)
27p
Total dividend
(31 January 2021: 24p)
This year, our net asset
value passed £1bn. We have
delivered strong returns, in a
very active market, and have
continued to develop our
track record of delivering
long-term shareholder value.
Our focus on investing in
sustainable companies, in
developed markets with a focus
on defensive growth position,
is well positioned to navigate
dynamic market conditions.
JANETUFNELL
Chair
OLIVERGARDEY
Head of Private Equity Fund Investments
1 In the Chair’s statement, Manager’s review and Other information sections,
reference is made to the ‘Portfolio’ (2022: £1,172.2m; 2021: £949.2m). The Portfolio
is an Alternative Performance Measure (‘APM’), defined as the aggregate of the
investment portfolios of the Company and of its subsidiary limited partnerships.
The Board and Manager consider that disclosing our Portfolio assists shareholders in
understanding the value and performance of the portfolio companies which comprise
the assets of the ICG Enterprise Trust, held through underlying fund investments and
co-investments selected by the Manager. The Portfolio does not include the
Co-investment Incentive Scheme Accrual (2022: £49.1m; 2021: £41.8m). This ensures
Portfolio returns are not distorted by certain funds and Direct Investments on which ICG
Enterprise Trust Plc does not incur Co-investment Incentive Scheme costs (for example,
on funds managed by Intermediate Capital Group plc (‘ICG’)). Portfolio is related to the
Net Asset Value, which is the value attributed to our shareholders, and which also
incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash
on our balance sheet. Further details are set out in the Glossary on pages 96 to 98.
2 This is an APM. Further details are set out in the Glossary on pages 96 to 98.
3 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).
10 Chair’s statement
1
12 Manager’s review
1
Highlights
STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION
1ICG Enterprise Trust Plc Annual Report and Accounts 2022
Experienced
listed private
equity investor
Access to our
Manager’s global
network
At a glance
Increase amount deployed into
High Conviction Investments
as % of capital invested
49%
Of Portfolio
Maintain exposure
to US market (%)
40–50%
Medium-term expectation for US investments
to represent as a proportion of Portfolio value
Portfolio
as % of net assets
98%
Five-year average
US
40% of the Portfolio
Europe
31% of the Portfolio
UK and other
29% of the Portfolio
We seek to invest in cash-generative companies primarily in the US, Europe and the UK
Our purpose
To provide shareholders with access to the attractive
long-term returns generated by investing in private companies,
with the added benefit of daily liquidity
8 Fulfilling our purpose
How we succeed
FOCUSED
Invest in profitable private
companies, primarily in the
US, Europe and the UK.
SELECTIVE
Generating strong and
consistent returns, while
limiting downside risk.
DIFFERENTIATED
Actively construct a balanced
Portfolio of companies with
defensive growth characteristics.
ACCESS
Proprietary deal flow
from the wider ICG network.
INSIGHTS
Into private equity managers
and companies through local
teams across the globe.
EXPERTISE
Investment track record and
broader operational platform.
OURPURPOSEANDSTRATEGY
Generating long-term shareholder value
Our strategic objectives
10 Chair’s statement
6 How we work with our Manager
2 ICG Enterprise Trust Plc Annual Report and Accounts 2022
SOURCE
OPPORTUNITIES
ANALYSE
&INVEST
MONITOR&
ACTIVELYMANAGE
PORTFOLIO
REINVESTOR
RETURN
MONITOR&ACTIVELY
MANAGEPORTFOLIO
1
Underlying performance
is closely monitored and
the Portfolio’s exposures
are actively managed
to ensure consistent
strong performance.
REINVESTORRETURN
1
Proceeds from the sales
of Portfolio companies are
reinvested in new investment
opportunities, or returned
to shareholders through
dividends or share buybacks.
Find out more about our approach
to capital allocation on page 34.
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.
ANALYSE&INVEST
1
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.
1 Investment Committee oversight.
HOWWEMANAGEOURPORTFOLIO
Leveraging our differentiators
Our business model enables us to realise long-term value by combining
our proven strategy alongside our Manager’s global platform
12 Manager’s review
Thorough investment process
Including ESG considerations and disciplined capital allocation
Finance & risk Sales & marketing Operations
Underpinned by our operating platform
Our competitive advantages
26 People and culture
GOVERNANCE
FINANCIALSTATEMENTS
OTHERINFORMATION
3ICG Enterprise Trust Plc Annual Report and Accounts 2022
STRATEGICREPORT
How we access the market
A differentiated
approach generating
attractive returns
We seek to 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 to
deliver consistently strong returns over
the long term.
12 Manager’s review
26 People and culture
20 30 largest underlying companies
24%
Five-year annualised
Portfolio Return on
a Local Currency Basis
£573m
49% of our Portfolio
HIGH
CONVICTION
INVESTMENTS
High Conviction
Investments are those
in which ICG actively
selects the underlying
portfolio companies and
includes ICG-managed
Primary Funds.
Primary Funds
Commitments to new
private equity funds.
Direct Investments
Investing directly in
companies alongside
funds managed by ICG and
third-party fund managers.
Secondary Investments
Acquiring fund interests
and commitments from
other investors.
INVESTMENT TYPE
£599m
51% of our Portfolio
18%
Five-year annualised
Portfolio Return on
a Local Currency Basis
ICG chooses the manager
of the funds.
THIRDPARTY
FUNDS
4 ICG Enterprise Trust Plc Annual Report and Accounts 2022
Year 0
Year 1
0
Indicative
cash profile
Investment period
OUT
IN
Fund
Year 0
Year 1
0
Indicative cash profile
Investment period
OUT
IN
Fund
ICG Other
ICG Other
ICG Other
Indicative cash profile
Year 0
Year 5
Investment period
OUT
IN
F
und
OUR PORTFOLIO TODAY
57%
Of Portfolio
20%
Five-year annualised
Portfolio Return on a
Local Currency
Basis
18%
Of Portfolio
25%
Of Portfolio
STRATEGICREPORT GOVERNANCE FINANCIALSTATEMENTS OTHERINFORMATION
5ICG Enterprise Trust Plc Annual Report and Accounts 2022
31 Jan
31 Jan
31 Jan
m
2016 2022
How we work with our Manager
A six-year relationship
generating shareholder value
Since ICG became the Manager, our
Portfolio has grown its exposure to North
America and become more fully invested.
Our Manager’s expertise and access provide
us with substantial benefits, and our unique
access to ICG-managed funds and associated
co-investment opportunities has generated
substantial value for our shareholders.
ICG appointed as
Manager of ICG
Enterprise Trust
ICG becomes the Manager
of Graphite Enterprise Trust
in February 2016, which is
renamed ‘ICG Enterprise Trust’.
Leading global alternative asset manager
Our Manager, ICG, is a global alternative asset
manager that provides capital to help companies
develop and grow. It has $71bn 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.
ICGAM.COM
Greater access
We invest in ICG-managed funds and are offered
significant Direct Investment opportunities through these
commitments and our close relationship with the Manager.
9.0x
1
Direct Investment
9
Direct Investments
Growth in ICG-managed Direct Investments in the Portfolio
Since 2016
6 ICG Enterprise Trust Plc Annual Report and Accounts 2022
31 Jan
2016
Portfolio valuation
31 Jan
2018
31 Jan
2020
31 Jan
2017
31 Jan
2019
31 Jan
2021
31 Ja
n
2022
£428m
2016 2022
2016 2022
£1bn+
Portfolio valuation
12 Manager’s review
TOTALSHAREHOLDERRETURN
Our shares have delivered positive
shareholder returns over the long term.
At 31 January 2022 the five-year annualised
total shareholder return was 14.3%.
Deeper insights
With 525 employees in 15 offices globally and managing
$71bn of assets across 20 investment strategies, our
Manager provides significant insights into private market
trends, sector themes and company performance.
Superior expertise
Our operational platform and broader approach
benefit from our Manager’s expertise, in particular
regarding responsible investing.
1.3x
20
Global ICG strategies
15
Global ICG strategies
5.0x
5
Invested ICG strategies
1
Invested ICG strategy
Growth in ICG strategies invested in
Since 2016
Growth in global fund strategies
Since 2016
STRATEGICREPORT
GOVERNANCE
FINANCIALSTATEMENTS
OTHERINFORMATION
7ICG Enterprise Trust Plc Annual Report and Accounts 2022
Fulfilling our purpose
Our purpose is to provide shareholders
with access to the attractive long-term
returns generated by investing in
private companies, with the added
benefit of daily liquidity
At ICG Enterprise Trust, our
purpose is clear and our track
record of fulfilling it is strong.
It defines the way we manage
our Portfolio and our approach
to selecting new investments.
By fulfilling our purpose, we
generate value for stakeholders.
8 ICG Enterprise Trust Plc Annual Report and Accounts 2022