INVESTING
IN RESILIENCE,
DELIVERING
GROWTH
Annual Report and Accounts 2025
Your share in a unique portfolio
of private companies
We seek to deliver strong long-term returns
by investing in resilient private companies
in North America and Europe.
STRATEGIC REPORT
1 What makes us different?
2 Our business at a glance
4 Chair’s statement
6 Maximising shareholder value
8 Our investment strategy
10 Our portfolio construction
12 Key performance indicators
14 Manager’s review
22 Stakeholder engagement
26 Our expert people
28 Culture and sustainability
30 How we manage risk
33 Principal risks and uncertainties
37 Viability and going concern statements
GOVERNANCE
38 Governance overview
40 Board of Directors
42 Corporate governance report
45 Report of the Directors
48 Directors’ Remuneration Report
52 Report of the Audit Committee
54 Statement of Directors’ responsibilities
FINANCIAL STATEMENTS
55 Independent auditor’s report to the
members of ICG Enterprise Trust Plc
62 Income statement
63 Balance sheet
64 Cash flow statement
65 Statement of changes in equity
66 Notes to the financial statements
OTHER INFORMATION
84 30 largest fund investments
85 Portfolio analysis
87 Glossary
90 Shareholder information
91 Investment policy
92 Additional disclosures required by the
Alternative Investment Fund Managers Directive
93 How to invest in ICG Enterprise Trust Plc
icg-enterprise.co.uk
ICG Enterprise Trust Plc
FY25 HIGHLIGHTS
• Portfolio companies’ operating performance demonstrated
resilient growth.
• Clear approach to capital allocation with a focus on creating
sustainable shareholder value.
PORTFOLIO RETURN ON A LOCAL
CURRENCY BASIS
1,2
NAV PER SHARE TOTAL
RETURN
1,2
10.2%
(31 January 2024: 5.9%)
10.5%
(31 January 2024: 2.1%)
SHARE PRICE TOTAL RETURN
1,2
12.5%
(31 January 2024: 9.6%)
KEY PERFORMANCE INDICATORS: P12
PORTFOLIO VALUE NAV PER SHARE
£1,523m
(31 January 2024: £1,349m)
2,073p
(31 January 2024: 1,909p)
MARKET CAPITALISATION SHARE PRICE
£863m
(31 January 2024: £824m)
1,342p
(31 January 2024: 1,226p)
OUR BUSINESS AT A GLANCE: P2
Please note
In the Chair’s statement, Manager’s review and Other information sections, reference is made
to the ‘Portfolio’ (2025: £1,523m; 2024: £1,349m). 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 Portfolio
assists shareholders in understanding the value and performance of the portfolio companies
which comprise the assets of the ICG Enterprise Trust, held through underlying fund investments
and Direct Investments selected by the Manager. Portfolio does not include the Co-investment
Incentive Scheme Accrual (2025: £53.9m; 2024: £54.4m). This ensures Portfolio returns are not
distorted by certain funds and Direct Investments on which ICG Enterprise Trust Plc does not
incur Co-investment Incentive Scheme costs (for example, on funds managed by Intermediate
Capital Group plc (‘ICG’)). Portfolio is related to the Net Asset Value, which is the value attributed
to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual
as well as the value of cash on our balance sheet. Further details are set out in the Glossary on
pages 87 to 89.
1 This is an APM. Further details are set out in the Glossary on page 87.
2 Unless otherwise stated, all share price and NAV per Share performance figures
are stated on a Total Return basis (i.e. including the effect of reinvested dividends).
WHAT MAKES US DIFFERENT?
At the heart of our proposition is our purpose: to provide shareholders access
to a unique portfolio of private companies, with the added benefit of daily liquidity.
We fulfil this purpose by leveraging our points of difference:
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 1
Platform
Leveraging the expertise and reach of our Manager,
ICG, a leading global alternative asset manager
OUR BUSINESS AT A GLANCE: P2
Focus
A clear approach to generating long-term capital
growth via our resilient private company portfolio
OUR INVESTMENT STRATEGY: P8
Active
A strategic approach to portfolio construction,
with a flexible mandate to capital deployment
OUR PORTFOLIO CONSTRUCTION: P10
Dedicated
A team of investment professionals, focused exclusively
on finding opportunities for ICG Enterprise Trust
OUR EXPERT PEOPLE: P26
OUR BUSINESS AT A GLANCE
Platform
Leveraging the expertise and reach
of our manager ICG plc, a leading
global alternative asset manager.
Our Manager’s expertise and access, along with
our unique access to ICG-managed funds and
Direct Investments, have greatly benefited our
shareholders since our partnership began in 2016.
LEVERAGING ICG’S SCALE
AND EXPERIENCE
GLOBAL PLATFORM
LONG-TERM RELATIONSHIPS
PROPRIETARY DEAL FLOW
$107bn
ICG plc’s Assets under
Management
21
ICG plc’s locations
globally
28%
of Portfolio in
ICG-managed assets
18%
IRR on ICG-managed
investments since
1 February 2016
ACCESS
INSIGHTS
EXPERTISE
THE BENEFITS FOR
ICG ENTERPRISE TRUST
Find out more about our Manager online:
icgam.com
2 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
What we
invest in
Cash-generative,
private equity-backed
companies in North
America and Europe
A PORTFOLIO OF COMPANIES
WITH RESILIENT GROWTH
CHARACTERISTICS
SEE P10
How we
manage our
Portfolio
Our business model
enables us to generate
long-term value by
combining our proven
strategy alongside our
Manager’s global platform
UNDERPINNED BY
OUR APPROACH TO
RESPONSIBLE INVESTING
SEE P28
HOW WE MANAGE OUR ASSETS
PORTFOLIO COMPOSITION
BALANCE SHEET
INVESTMENT TYPE
GEOGRAPHIC SPLIT
NET CASH/(NET DEBT)
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 3
Five-year
average: (1)%
A DILIGENT INVESTMENT PROCESS
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.
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.
OUR EXPERT PEOPLE: P26CAPITAL ALLOCATION: P7
OUR INVESTMENT STRATEGY: P8
31 January
2025: (10)%
CHAIR’S STATEMENTCHAIR’S STATEMENT
OPTIMISING NAV RETURN
INVESTMENT STRATEGY
Ensuring our investment strategy aligns to our objective
of generating long-term growth by investing in resilient
private companies.
COST BASE
Working with our Manager and other suppliers to ensure
value for money for the services provided to ICGT.
ALIGNING SHAREHOLDER RETURN TO NAV RETURN
CAPITAL ALLOCATION
Balancing long-term compounding growth through new
investments, with immediate income and NAV accretion
through dividends and buybacks.
EFFECTIVE MESSAGING AND
SHAREHOLDER ENGAGEMENT
Reaching current and potential shareholders
to drive engagement and demand for shares.
4 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
1 2
3 4
READ MORE: P6
READ MORE: P7
ICG Enterprise Trust has a track
record of generating long-term
resilient growth.
JANE TUFNELL
CHAIR
Dear fellow shareholders,
For the 12 months to 31 January 2025 ICG
Enterprise Trust delivered a NAV per Share Total
Return of 10.5% and a Share Price Total Return
of 12.5%. Over the last five years, the annualised
returns have been 14.5% and 9.6% respectively.
The Board has declared dividends for the year of 36p (+9%
compared to FY24) and reduced ICGT’s share count by 4.3%
during the year by returning £36m to shareholders through
share buybacks at a weighted average discount of 36.6%.
INVESTMENT STRATEGY
The Company’s Portfolio grew 10.2% on a Local Currency Basis
during the year (last five years annualised: 15.8%).
We invest in resilient private companies and are geographically
balanced between North America and Europe. During the year
we evolved our target portfolio mix towards having more Direct
and Secondary Investments, which will help to optimise Portfolio
concentration and liquidity.
COST BASE
ICGT’s ongoing charges for FY25 were 1.38% (FY24: 1.37%). As a
Board, we are committed to providing value for our shareholders
and transparent disclosure around our cost. The change in fees and
cost savings instigated by the Board in FY24 continued to enhance
the net return of our investment strategy, delivering £2.0m savings
in FY25. We publish a Statement of Expenses that sets out the
impact of ICGT’s expenses on the financial returns to shareholders
(available at www.icg-enterprise.co.uk/soe) and which has been
updated for our FY25 expenses.
CAPITAL ALLOCATION
The Board has continued its proactive approach to capital
allocation. We balance the potential long-term compounding
returns of investments into new portfolio companies with cash
returns to shareholders at par via dividends and the value
accretion of buying back shares at a discount to NAV. ICGT was
the first in our sector to introduce a long-term share buyback
programme in FY23, and in FY25 we supplemented this with
an opportunistic buyback that has been renewed for FY26.
Over the last five years, ICGT’s dividend per share has grown
at an annualised rate of 9.4% (including the proposed 10.5p final
dividend being declared for FY25). The ICGT ordinary dividend
per share has now increased for the twelfth consecutive year.
Since October 2022 our share buybacks have returned £51m to
shareholders and acquired shares at a weighted-average discount
of 37.5%, increasing NAV per Share by 54p (2.7%). We believe the
share buybacks have also increased the liquidity and reduced the
volatility of our shares.
BALANCE SHEET
We continue to implement our objective of being fully invested
through cycles alongside maintaining a robust balance sheet.
This allows us to manage our resources in line with our capital
allocation policy.
Having increased our credit facility during the year from €240m
to €300m, at 31 January 2025 ICG Enterprise Trust had total
available liquidity of £125m and net gearing of 10%. We have
announced two transactions post period-end that in aggregate
generated Total Proceeds to ICGT of over £100m.
SALES AND MARKETING
In aggregate across the Board and Manager we own in excess
of 270,000 shares, and are aligned to the success of an investment
in ICG Enterprise Trust shares.
ICGT’s discount remains at levels that the Board feels do not
reflect the fundamental value of the shares. The discount is
currently 41%. We continue to be challenged by the share price
trading at such a discount to NAV and the Board is active in
its pursuit of ways to improve the Company’s rating.
I had a year of strong shareholder engagement, welcomed
several new holders to our register and received valuable
feedback that has been shared with the Board and Manager.
In conjunction with our Manager, our Corporate Broker and
our distribution partner we will continue the programme to
help the market understand ICGT’s shareholder proposition
and its role within investment portfolios.
OUTLOOK
Our focus on investing in private equity-owned companies that
have resilient growth characteristics gives shareholders access
to investments that they cannot reach through public market
strategies. ICGT plays a valuable role in our shareholders’ portfolios.
I believe there is substantial value in our Portfolio and in the new
investments the Manager is making on our shareholders’ behalf.
Our Portfolio is performing well, and I thank all shareholders for
your continued support.
Jane Tufnell
Chair
7 May 2025
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 5
NAV PER SHARE TOTAL RETURN
10.5%
12 months to 31 January 2025
(12 months to 31 January 2024: 2.1%)
Find our Statement of Expenses online:
icg-enterprise.co.uk/soe
MAXIMISING SHAREHOLDER VALUE
Our focus is on optimising NAV return, and
aligning shareholder return to NAV return.
OPTIMISING NAV RETURN
INVESTMENT STRATEGY
Our Portfolio is designed to generate long-term resilient
growth. Since ICG became our Manager in 2016, we have
become fully invested and have increased allocations to
North America and to Secondary Investments. These shifts
have positively impacted the Portfolio returns, and our focus
on global mid-market buyouts – with no exposure to venture
capital or growth equity – has demonstrated resilience in
various economic conditions.
14.5%
Five-year annualised NAV
per Share Total Return
COST BASE
We work with our Manager and other providers to ensure
that costs are appropriate and to maximise the net return
of our investment strategy. Effective February 2023, we
announced a cap on our management fee rate and a change
to the cost sharing arrangement with the Manager, which
combined have saved shareholders approximately £1.9m
in FY24 and £2.0m in FY25.
1.38%
Ongoing Charges Figure
(calculated in line with AIC guidance)
6 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
1 2
OUR STRONG TRACK RECORD OF GENERATING VALUE
NET ASSET VALUE
Our disciplined investment approach and
flexible mandate have delivered returns
in excess of public markets across cycles.
£100
31 JAN 2020
Jan 20 Jan 21 Jan 22 Jan 23 Jan 24 Jan 25
£197
NAV PER SHARE
TOTAL RETURN
31 JAN 2025
£138
FTSE ALL-SHARE
TOTAL RETURN
31 JAN 2025
The 10.5% NAV per Share Total Return in
the year further extends the Company’s long
track record of growth and outperformance.
Shareholder capital invested
FTSE All-Share Total Return
NAV per Share Total Return
ALIGNING SHAREHOLDER RETURN TO NAV RETURN
CAPITAL ALLOCATION
Q&A
Q. Is your progressive
dividend policy sustainable
long term?
A. We size our dividend
carefully, based on our
understanding of the cash
likely to be generated by our
Portfolio. As our dividend
policy is progressive – not
linked directly to the
proceeds we generate in any
particular year – the Board
is able to exercise discretion
in recommending the level of
dividend paid in any given year.
Effective capital
allocation remains
a priority for the
Board to maximise
long-term
shareholder returns.
Q. Could you outline the main
components of ICG Enterprise
Trust’s capital allocation policy?
A. As a Board we look at where
our shareholders’ capital is best
deployed. We seek to balance the
opportunity to generate returns
by making new fund commitments
or Direct Investments, with the
value of investing in our existing
Portfolio at a discount through
buying back shares and the value
of providing all shareholders with
cash through dividends.
Q. How have the share
buyback programmes
been progressing?
A. We have two buyback
programmes: a long-term
programme, which we intend
to operate at any discount to
NAV; and an opportunistic
programme, which is designed
to take advantage of our shares
as an investment opportunity
relative to the other
opportunities available to our
investment team.
Since these programmes were
announced, they have returned
£51m to shareholders in
aggregate, with shares having
been bought back at an average
discount of 37.5% and increasing
NAV per Share by 54p.
We also review the impact
of the buybacks on the
trading of our shares. Since
the introduction of these
programmes, we have
observed more liquidity and
lower volatility in our shares,
which we believe is valuable
to current and potential
shareholders.
Q. What are ICG Enterprise
Trust's main mechanisms
for distributing capital
to shareholders?
A. We have a progressive
dividend policy, returning cash
to shareholders on a quarterly
basis. We also have two share
buyback programmes, which
we use to support trading in
our shares and, in the current
market, to generate value by
investing in our own Portfolio
at a substantial discount. These
are discussed in more detail
on page 21.
EFFECTIVE MESSAGING AND
SHAREHOLDER ENGAGEMENT
In recent quarters we have significantly advanced ICG
Enterprise Trust’s communications through clarified messages,
a new website, and enhanced disclosure on the performance
of the portfolio companies.
Today, supported by our partnerships with Deutsche Numis
and Cadarn Capital, we are meeting with many more current
and potential shareholders. This effort is continuing, and we
believe it will help generate incremental demand for our shares.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 7
3 4
Enhancing our
shareholder
communications
As best practice for
shareholder engagement
evolves, ICG Enterprise Trust
is continuing to broaden
and deepen our sales and
marketing activities.
The redesign of our website
in 2023 along with our
monthly newsletter and other
digital communications are
all intended to enhance the
market’s understanding of
our offering.
Deeper shareholder
engagement through
digital marketing
activities has fostered
stronger connections
across a wider set
of audiences.
MARTIN LI
SHAREHOLDER RELATIONS
24%
Increase in
LinkedIn followers
WITH THE BOARD
OUR INVESTMENT STRATEGY
Focus
A clear approach to generating long-term resilient growth.
8 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
We focus on the buyout segment of the
private equity market, in which target
companies are typically profitable,
cash generative and more mature.
Within buyouts, our focus is on mid-
market and larger transactions,
partnering with leading private equity
managers in developed markets.
Through this approach, we aim to
maintain a portfolio of companies
with resilient growth characteristics,
as we believe these companies will
generate the most consistent and
strong returns over the long term.
ALL PRIVATE EQUITY
BUYOUTS
More consistent
returns profile,
with less risk than
other private
equity strategies
DEVELOPED
MARKETS
Primarily in North
America and Europe;
more mature markets,
more experienced
managers
MID-MARKET AND
LARGER DEALS
More likely to
be resilient and
attract stronger
management teams
TOP-TIER
PRIVATE EQUITY
MANAGERS
Track records of
investing well
through cycles
RESILIENT
COMPANIES
INVESTING IN RESILIENT PRIVATE COMPANIES
ESTABLISHED MARKET POSITION
PROVIDER OF MISSION-
CRITICAL SERVICES
PRICING POWER
HIGH MARGIN BUSINESS MODEL
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 9
MANAGER’S REVIEW: P14OUR PORTFOLIO CONSTRUCTION: P10
THE INVESTMENT COMMITTEE
The Investment Committee is
responsible for the approval of all
new investments and the overall
management of the Portfolio,
including any secondary sales.
Commitments made in this period
are expected to be invested over
the next three to five years.
During FY25, the ICG Enterprise
Trust Portfolio generated Total
Proceeds of £151m.
Total New Investments of £181m
during the period, of which £21m
were alongside ICG.
EXECUTING
OUR INVESTMENT
STRATEGY
Commitments
£83m
Total Proceeds
£151m
Total New
Investments
£181m
Growth
£138m
Portfolio Growth on a Local
Currency Basis of 10.2%.
TOP COMPANY HOLDINGS
Minimax
Germany
Supplier of fire protection systems
and services
Froneri
UK
Manufacturer and distributor
of ice cream products
Chewy
US
ECommerce platform for premium
pet food and products
Datasite Global Corporation
US
Provider of software focused
on virtual data rooms
Leaf Home Solutions
US
Provider of home
maintenance services
OUR EXPERT PEOPLE: P26
OUR PORTFOLIO CONSTRUCTION
Active
An active approach to
portfolio construction.
Geographically, we focus on the
developed markets of North America
and Europe which have deep and
mature private equity markets,
supported by a robust corporate
governance ecosystem.
ICG Enterprise Trust benefits from
access to ICG-managed funds and
ICG-managed Direct Investments,
which represented 28% of the
Portfolio value at the period end.
The Investment Committee also
regularly reviews our Portfolio to
see whether unrealised value can
be crystallised through sales in the
secondary market. This supports
our intention of being fully invested
in investments with attractive go-
forward returns.
10 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
PRIMARY FUNDS
Commitments to new private equity funds.
INDICATIVE CASH PROFILE
Primary Fund commitments are typically drawn
down over three to five years and are repaid as
the underlying fund realises its investments.
WHAT IT BRINGS TO OUR PORTFOLIO
Primaries allow us to access a range of managers,
helping us invest through the cycle and giving us
access to Direct Investment opportunities.
52%
Portfolio Investments
8.2%
Primary Portfolio Return
on a Local Currency Basis
SECONDARY INVESTMENTS
Acquiring fund interests and commitments
from other investors.
INDICATIVE CASH PROFILE
Investments in mature private equity funds which
have an established portfolio typically return capital
earlier than a Primary Fund investment.
WHAT IT BRINGS TO OUR PORTFOLIO
Secondaries enable us to access a diversified
pool of investments with a quicker cash return
profile than primary commitments.
1
1 Comment specifically relates to LP Secondaries.
15%
Portfolio Investments
6.4%
Secondary Portfolio Return
on a Local Currency Basis
DIRECT INVESTMENTS
Investing directly in companies alongside
funds managed by ICG and third-party
fund managers.
INDICATIVE CASH PROFILE
Direct Investments are realised when the
underlying portfolio company is sold by its
underlying manager.
WHAT IT BRINGS TO OUR PORTFOLIO
Directs allow us to increase our exposure
to particularly compelling companies, and
are offered to us by managers from within
our primary portfolio.
33%
Portfolio Investments
16.3%
Direct Investment Portfolio
Return on a Local Currency Basis
28%
Of the Portfolio is invested into ICG-managed
funds and ICG-managed Direct Investments
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 11
PORTFOLIO COMPANY PERFORMANCE
As we focus on building out our Portfolio with
an eye on the future, its performance over the
last financial year continues to be resilient.
9.0%
11.2%
15.3%
15.5%
4.0x
15.4x
4.4x
15.2x
Note: values are weighted averages for the respective Portfolio segment; Enlarged
Perimeter represents the aggregate value of the Top 30 Companies and a representative
sample of primary funds; see Manager’s review on page 19 and see Glossary for
definition and calculation methodology on page 87.
1 Last Twelve Months.
Giving stakeholders a look-
through of underlying portfolio
company performance
enhances transparency and
provides support for our Net
Asset Value.
COLM WALSH
MANAGING DIRECTOR
TOP 30
COMPANIES
41%
Portfolio coverage
67%
Portfolio coverage
KEY PERFORMANCE INDICATORS
Assessing our performance
We make long-term investments
to generate compounding value
over multiple years, and believe
our performance should be judged
on a multi-year basis.
We monitor our KPIs
regularly to ensure
they remain effective
and relevant.
JANE TUFNELL
CHAIR
PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS
10.2%
10.2%
8.9%
15.8%
1 YEAR
3 YEARS (P.A.)
5 YEARS (P.A.)
RATIONALE
Portfolio Return on a Local Currency Basis measures the total
movement in the underlying investment Portfolio valuation, without
the influence of foreign exchange movements or the Co-investment
Incentive Scheme Accrual. It is a measure of the performance of the
underlying managers and the investment team’s selective investment
approach and management of the Portfolio.
PROGRESS IN THE YEAR
The Portfolio generated a local currency return of 10.2% in the 12
months to 31 January 2025 (31 January 2024: 5.9%). A reconciliation
of the performance can be found in the Glossary on page 87.
EXAMPLES OF RELATED FACTORS THAT WE MONITOR
• Monitoring of the Portfolio performance and watchlist
• Valuations provided by underlying managers
• Performance of Primary Funds, Secondary Investments
and Direct Investments
• Detailed analysis of the Top 30 companies’ performance, EBITDA
and revenue growth, leverage, valuation multiples, performance
against investment thesis and exit prospects
• Overall EBITDA and revenue growth, leverage and valuation
multiples of the Portfolio as reported by the underlying managers
LINK TO STRATEGIC OBJECTIVE
• Portfolio composition
12 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
RATIONALE
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.
NAV PER SHARE TOTAL RETURN
10.5%
FTSE All-Share
Index Total
Return
10.5%
8.9%
14.5%
1 YEAR
3 YEARS (P.A.)
5 YEARS (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 Plc.
PROGRESS IN THE YEAR
The Company has continued to build on its positive performance,
reporting NAV per Share Total Return of 10.5% in the 12 months to
31 January 2025 (31 January 2024: 2.1%). The FTSE All-Share Total
Return was 17.1% over the same period (31 January 2024: 1.9%).
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
• Portfolio performance
• Valuations provided by underlying managers
• Impact of foreign exchange on valuations
• Effect of financing (cash drag) on performance
• Accretive impact of any share buybacks
• Ongoing charges incurred, including management fees and expenses
LINK TO STRATEGIC OBJECTIVE
• Portfolio composition
• Net gearing
SHARE PRICE TOTAL RETURN
12.5%
FTSE All-Share
Index Total
Return
12.5%
6.6%
9.6%
1 YEAR
3 YEARS (P.A.)
5 YEARS (P.A.)
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’s share price increased to 1,342p. Together with
dividends of 34p paid in the year, we generated a Share Price Total
Return of 12.5% in the 12 months to 31 January 2025 (31 January
2024: 9.6%). The FTSE All-Share Total Return was 17.1% over the
same period (31 January 2024: 1.9%). See page 4 for more details.
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 the listed private equity peer group
• Level of discount in absolute terms and relative to the listed
private equity peer group
• Trading liquidity and demand for the Company’s shares in
conjunction with marketing activity
LINK TO STRATEGIC OBJECTIVE
• Portfolio composition
• Net gearing
• Progressive dividend policy and share buyback programme
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 13
17.1%
7.9%
6.6%
17.1%
7.9%
6.6%
RISK APPETITE
The Board acknowledges and recognises that
in the normal course of business the Company
is exposed to risk and that it is willing to accept
a certain level of risk in managing the business
to achieve its targeted returns.
As part of its risk management framework,
the Board considers its risk appetite in relation
to each of the identified principal risks and
monitors this on an ongoing basis. Where a
risk is approaching or is outside the tolerance
set, the Board will consider the appropriateness
of actions being taken to manage the risk.
HOW WE MANAGE RISK: P30
PRINCIPAL RISKS AND UNCERTAINTIES: P33
MANAGER’S REVIEW
Our Portfolio has
delivered resilient
growth over the last
five years, a period
that encompasses
COVID-19, inflation,
interest rate hikes
and geopolitical
uncertainty.
OLIVER GARDEY
HEAD OF PRIVATE EQUITY
FUNDS INVESTMENT
Q&A: MARKET ENVIRONMENT
DURING 2024
RESILIENT SECTOR EXPOSURE
TMT
Consumer goods & services
Healthcare
Business services
Industrials
Financials
Education
Leisure
Other
Q. How did the global private equity
buyout market fare in 2024?
A. The global buyout market showed
signs of improvement in 2024, with
M&A volumes increasing modestly
compared with 2023, though still below
the five-year average.
ICG Enterprise Trust’s portfolio reflected
these trends, with realisations in-line with
the global buyout distributions average
of 11%
1
.
Q. How was the fundraising environment in
2024, and what opportunities did it present
for ICG Enterprise Trust?
A. Global buyout fundraising fell by 25%
in 2024 compared to 2023, but was on
par with 2021 and 2022
2
. By fund size the
mid-market space was most resilient.
The read-through to ICG Enterprise Trust
is two-fold: (1) we continue to see the
mid-market as an attractive area to invest;
and (2) an overall tougher fundraising
environment creates competition for
capital amongst GPs which benefits LPs
like ICG Enterprise Trust.
We committed £83m in FY25, to
seven managers across North America
and Europe.
Q. How have ICG Enterprise Trust's
portfolio companies been performing
compared to public companies in 2024?
A. Our Portfolio recorded LTM earnings
growth
3
of 15%.
This compares to single-digit private
company earnings growth, as measured
by ICG plc’s private company database
of over 1,700 private companies, and
negative FTSE All-Share earnings growth
4
.
Q. What is your outlook for the next
12 months?
A. Whilst the macro-economic climate
is changing and there is a wide range
of potential outcomes with regards to
market activity, it is also likely to present
opportunities, particularly in the
secondaries market. We received over
£100m in proceeds in April 2025 (post
period-end) from a secondary sale and
the realisation of Minimax.
Our sector positioning, strong origination
network and robust balance sheet
position us well in the current economic
climate. Combined with the breadth of
our Portfolio, our vintage diversification
and our focus on investing in high-quality
resilient businesses, we believe this
underpins our ability to generate long-
term returns for our shareholders.
14 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
1 Source: Bain & Company Global Private Equity
Report 2025.
2 Source: McKinsey Global Private Markets Report 2025.
3 EBITDA, based on Enlarged Perimeter covering
67% of the Portfolio.
4 EBITDA, source: ICG Private Company Database,
median 4QMA data to Q3 2024; FTSE All-Share:
Bloomberg, to December 2024.
Alternative Performance Measures
The Board and the Manager monitor the financial performance
of the Company on the basis of Alternative Performance
Measures (‘APM’), which are non-UK-adopted IAS (‘IAS’)
measures. The APM predominantly form the basis of the
financial measures discussed in this review, which the Board
believes assists shareholders in assessing their investment
and the delivery of the investment strategy.
The Company holds certain investments in subsidiary entities.
The substantive difference between APM and IAS is the
treatment of the assets and liabilities of these subsidiaries. The
APM basis ‘looks through’ these subsidiaries to the underlying
assets and liabilities they hold, and it reports the investments
as the Portfolio APM, gross of the liability in respect of the
Co-investment Incentive Scheme. Under IAS, the Company
and its subsidiaries are reported separately. The assets and
liabilities of the subsidiaries, which include the liability in respect
of the Co-investment Incentive Scheme, are presented on the
face of the IAS balance sheet as a single carrying value. The same
is true for the IAS and APM basis of the cash flow statement.
The following table sets out IAS metrics and the APM equivalents:
Investments 1,470 1,296
NAV 1,332 1,283
Cash flows from the sale
of Portfolio Investments 20 41
Cash flows related to the purchase
of Portfolio Investments 34 25
APM
31 January 2025
£m
31 January 2024
£m
Portfolio 1,523 1,349
Realisation Proceeds 151 171
Total Proceeds 151 239
Total New Investments 181 137
IAS
31 January 2025
£m
31 January 2024
£m
The Glossary includes definitions for all APM and, where
appropriate, a reconciliation between APM and IAS.
Our portfolio companies are performing strongly
Why private equity
Every day the lives of those living and working in the US and Western
Europe are touched by companies owned by private equity: retailers,
payments processors, home security, pet food, health services –
the list is long. What typically unites these businesses is that they
are profitable and cash generative. These businesses are actively
managed by their shareholders, with management teams heavily
incentivised to generate returns. Increasingly companies with these
characteristics are choosing to grow under private equity ownership
and to stay private for longer. Within that, ICGT focuses on a subset
of those companies that we expect will generate resilient growth.
As more businesses are owned by private equity, we believe it is a
structurally attractive allocation within an investment portfolio,
with a track record of attractive returns, and significant opportunity
to continue that trajectory.
A share in ICGT gives you access to a unique portfolio of
private companies.
Our investment strategy
Within developed markets, we focus on investing in buyouts
of profitable, cash-generative businesses that exhibit resilient
growth characteristics, which we believe will generate strong
long-term compounding returns across economic cycles.
We take an active approach to Portfolio construction, with a
flexible mandate that enables us to deploy capital in Primary,
Secondary and Direct Investments. Geographically, we focus
on the developed markets of North America and Europe which
have deep and mature private equity markets.
Medium-
term target
Five-year
average
1
31 January
2025
1. Target Portfolio composition
2
Investment category
Primary
~40-50% 57% 52%
Direct
~30-35% 28% 33%
Secondary
~25-30% 15% 15%
Geography
2
North America
~50% 40% 46%
Europe (including the UK)
~50% 52% 48%
Other —
8% 6%
2. Balance sheet
Net cash/(debt)
3
~0% (1%) (10%)
1 Five-year average is the linear average of FY exposures for FY21-FY25.
2 As a percentage of Portfolio.
3 (Net cash)/debt as a percentage of NAV. Post period-end, we announced Total Proceeds
of £107m from a secondary sale and the realisation of Minimax, see page 21.
ICG Enterprise Trust benefits from access to ICG-managed funds
and Direct Investments, which represented 28% of the Portfolio
value at period end and generated a 8.4% return on a Local
Currency Basis.
Performance overview
At 31 January 2025, our Portfolio was valued at £1,523m, and the
Portfolio Return on a Local Currency Basis for the financial year
was 10.2% (FY24: 5.9%).
Due to the geographic diversification of our Portfolio, the reported
value is impacted by changes in foreign exchange rates. During the
period, FX movements affected the Portfolio positively by £5.4m,
driven by US dollar appreciation. In sterling terms, Portfolio growth
during the period was 10.6%.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 15
MANAGER’S REVIEW CONTINUED
The net result for shareholders was that ICG Enterprise Trust
generated a NAV per Share Total Return of 10.5% during FY25,
ending the period with a NAV per Share of 2,073p.
Movement in the Portfolio
12 months to
31 January 2025
£m
12 months to
31 January 2024
£m
Opening Portfolio
1
1,349 1,406
Total New Investments
181 137
Total Proceeds
(151) (239)
Portfolio net cash flow
30 (102)
Valuation movement
2
138 83
Currency movement
6 (39)
Closing Portfolio
1,523 1,349
1 Refer to the Glossary.
2 97% of the Portfolio is valued using 31 December 2024 (or later) valuations (FY24: 94%).
NAV per Share Total Return
12 months to
31 January 2025
12 months to
31 January 2024
% Portfolio growth (local currency)
10.2% 5.9%
% Currency movement
0.4% (2.7%)
% Portfolio growth (sterling)
10.6% 3.2%
Impact of gearing
0.7% (0.3%)
Finance costs and other expenses
(0.6%) (0.2%)
Management fee
(1.3%) (1.2%)
Co-investment Incentive Scheme
Accrual
(0.7%) (0.1%)
Impact of share buybacks
1.8% 0.7%
NAV per Share Total Return
10.5% 2.1%
For Q4 the Portfolio Return on a Local Currency Basis was 2.9%
and the NAV per Share Total Return was 4.3%.
Executing our investment strategy
COMMITMENTS
Our evergreen structure and flexible investment mandate enable
us to commit through the cycle, maintaining vintage diversification
for our Portfolio and sowing the seeds for future growth.
During the year we made seven new Fund Commitments totalling
£83m, including £20m to funds managed by ICG plc, as detailed below:
Fund Manager
Commitment during the period
Local currency £m
ICG Strategic
Equity V
ICG $25.0m 19.8
Leeds VIII Leeds Equity $20.0m 15.7
Investindustrial VIII Investindustrial €15.0m 12.9
Oak Hill VI Oak Hill $15.0m 11.9
Thoma Bravo XVI Thoma Bravo $15.0m 11.7
Valeas I Valeas $10.0m 7.5
American
Securities IX
American
Securities
$5.0m 4.0
At 31 January 2025, ICG Enterprise Trust had outstanding
Undrawn Commitments of £553.2m.
16 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
SELECTED INVESTMENT ACTIVITY
REALISATION ACTIVITY
£64m
Total of 5 largest
new investments
£48m
Total of 3 largest New
Fund Commitments
£41m
Total of 5 largest
underlying realisations
FEBRUARY
Datasite
Manager – ICG
£18.4m cost
FEBRUARY
ICG Strategic Equity V
Manager – ICG
£19.8m commitment
MARCH
Visma
Manager – Hg
£14.5m cost
APRIL
Leeds VIII
Manager – Leeds Equity
£15.7m commitment
MARCH
VettaFi
Provider of financial
indices and data
Manager – ICG
£10.2m proceeds
FEB
2024
APR
2024
MAR
2024
Movement in Outstanding Commitments
Year to
31 January 2025
£m
Undrawn Commitments as at 1 February 2024
552.0
New Fund Commitments
83.4
New Commitments relating to Direct Investments
65.3
Total New Investments
(181.4)
Currency and other movements
33.9
Undrawn Commitments as at 31 January 2025
553.2
Total Undrawn Commitments at 31 January 2025 comprised
£419.1m of Undrawn Commitments to funds within their
Investment Period, and a further £134.1m was to funds outside
their Investment Period.
31 January 2025
£m
31 January 2024
£m
Undrawn Commitments:
funds in Investment Period 419.1 434.2
Undrawn Commitments:
funds outside Investment Period 134.1 117.7
Total Undrawn Commitments 553.2 552.0
Total available liquidity
(including debt facility) (124.6) (195.9)
Overcommitment net
of total available liquidity 428.6 356.1
Overcommitment %
of Net Asset Value 31.1% 27.7%
Commitments are made in the funds’ underlying currencies. The
currency split of the Undrawn Commitments at 31 January 2025
was as follows:
31 January 2025 31 January 2024
Undrawn Commitments £m £m
US dollar
310.3 289.9
Euro
213.1 235.7
Sterling
29.8 26.4
Total
553.2 552.0
INVESTMENT
Total New Investments of £181.4m during the period, of which
12% (£21.1m) were alongside ICG. New investment by category
detailed in the table below:
Investment category
Cost
£m
% of New
investments
Primary
115.4
63.6%
Direct
58.4
32.2%
Secondary
7.6
4.2%
Total
181.4
100.0%
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 17
JUL
2024
DEC
2024
MAY
Investindustrial VIII
Manager – Investindustrial
£12.9m commitment
MAY
Audiotonix
Manager – PAI
£14.0m cost
JUNE
Visma
Provider of business management
software and outsourcing services
Manager – ICG
£8.2m proceeds
DECEMBER
Avid Bioservices
Manager – GHO
£7.3m cost
JULY
IRIS
Provider of software for the
accountancy and payroll sectors
Manager – ICG
£7.0m proceed
Datasite
Provider of software focused
on virtual data rooms
Manager – ICG
£7.8m proceeds
MAY
Compass Community
Provider of fostering services
and children’s residential care
Manager – Graphite
£7.4m proceeds
JUN
2024
MAY
2024
JULY
Multiversity
Manager – ICG/CVC
£9.4m cost
MANAGER’S REVIEW CONTINUED
Our investment strategy in action
EXECUTING OUR
INVESTMENT STRATEGY
MANAGER – OAK HILL
COUNTRY – UNITED STATES
EXECUTING OUR
INVESTMENT STRATEGY
MANAGER – BREGAL
COUNTRY – SWITZERLAND
EXECUTING OUR
INVESTMENT STRATEGY
MANAGER – ICG
COUNTRY – GERMANY
Oak Hill is a long-standing US manager tracing its roots back to 1986.
It targets mid-market companies and develops investment themes based
on long-term trends.
TOP TIER MANAGER
Leading middle-market private equity firm (35-year history) with
an experienced team.
STRONG TRACK RECORD
Consistency of returns and alignment with resilient growth strategy.
CO-INVESTMENT DEAL FLOW
Strong source of co-investment deal flow since our primary commitment
to Fund IV.
SOURCE OF LIQUIDITY
Quick return of capital from Oak Hill funds.
BSI Software is a leading Swiss-based provider of Customer Relationship
Management software, primarily for mid-market insurance and banking
clients in the DACH region.
ALIGNMENT WITH OUR STRATEGY
A mission-critical product and an attractive financial profile.
STRUCTURAL GROWTH DRIVERS
Unique product offering (specialised by vertical and geography) and
loyal customer base; high levels of integration/customisation and high
switching costs.
TRACK RECORD
Strong and consistent track record of growth: revenue has grown
in each of the last 20 years.
ICG INSTITUTIONAL KNOWLEDGE
The insight from ICG on BSI’s competitive positioning and tech
platform provides a unique and differentiated angle.
Post period-end (April 2025), we announced the realisation of Minimax.
Minimax is one of the leading global providers of fire protection systems
and services.
LEADING MARKET POSITION
High-quality business with a number of resilient growth attributes;
high barriers for new entrants.
STRUCTURAL GROWTH DRIVERS
Resilient business model underpinned by mission-critical product
and high levels of recurring revenue.
TRACK RECORD
Attractive financial profile and proven management team.
ICG INSTITUTIONAL KNOWLEDGE
ICG first invested in Minimax in 2006 and has built a detailed
understanding of the business and strong relationship with the
management team.
18 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
$15m
Commitment to Oak Hill VI
£5m
Total investment
€53m
Proceeds received in Q1 FY2
(of which €10m reinvested in
Q1FY26)
COMMITMENTS
TOTAL NEW INVESTMENTS
GROWTH
TOTAL PROCEEDS
COMMITMENTS
TOTAL NEW INVESTMENTS
GROWTH
TOTAL PROCEEDS
COMMITMENTS
TOTAL NEW INVESTMENTS
GROWTH
TOTAL PROCEEDS
The five largest new investments in the period were as follows:
Investment Description Manager Country Cost £m
1
Datasite Provider of software focused on virtual data rooms ICG United States 18.4
Visma Provider of business management software and
outsourcing services
Hg Norway 14.5
Audiotonix Manufacturer of audio mixing consoles PAI United Kingdom 14.0
Multiversity Provider of online higher education courses ICG/CVC Italy 9.4
Avid Bioservices
Provider of biologics development and manufacturing
services
GHO United States 7.3
Top 5 largest underlying new investments 63.6
1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any Direct Investments in the period.
Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs when an underlying fund sells
a company that is purchased by another fund within ICGT’s portfolio. During FY25 shareholders will note that Datasite and Visma appear both in the top 5 realisations and top 5
new investments, which is a result of this situation.
GROWTH
The Portfolio grew by £138.0m (+10.2%) on a Local Currency Basis
in the 12 months to 31 January 2025.
Growth across the Portfolio was split as follows:
• By investment type: growth was spread across Primary (8.2%),
Secondary (6.4%) and Direct (16.3%)
• By geography: North America and Europe experienced growth
of 12.1% and 8.4% respectively
The growth in the Portfolio is underpinned by the performance
of our portfolio companies, which delivered robust financial
performance during the period:
Portfolio metrics
1
Top 30
Enlarged
Perimeter
Portfolio coverage 41% 67%
Last Twelve Months (‘LTM’)
revenue growth 9.0% 11.2%
LTM EBITDA growth 15.5% 15.3%
Net Debt/EBITDA 4.0x 4.4x
Enterprise Value/EBITDA 15.4x 15.2x
1 Values are weighted averages for the respective Portfolio segment; see Glossary for
definition and calculation methodology.
QUOTED COMPANY EXPOSURE
We do not actively invest in publicly quoted companies but gain
listed investment exposure when IPOs are used as a route to exit
an investment. In these cases, exit timing typically lies with the
manager with whom we have invested.
At 31 January 2025, ICG Enterprise Trust’s exposure to quoted
companies was valued at £73.1m, equivalent to 4.8% of the
Portfolio value (31 January 2024: 4.8%). Across the Portfolio,
quoted positions resulted in a £4.3m increase in Portfolio NAV
during the period. The share price of our largest listed exposure,
Chewy, increased by 119% in local currency (USD) during the
period. This positively impacted the Portfolio Return on a Local
Currency Basis by approximately 0.8%.
At 31 January 2025 Chewy was the only quoted investment that
individually accounted for 0.5% or more of the Portfolio value:
Company
Ticker
31 January 2025
% of Portfolio value
Chewy CHWY-US
2.0%
Other companies
2.8%
Total
4.8%
REALISATIONS
During FY25, the ICG Enterprise Trust Portfolio generated Total
Proceeds of £150.8m.
Realisation activity during the period included 40 Full Exits
generating proceeds of £73.7m. These were completed at a
weighted average Uplift to Carrying Value of 19% and represent
a weighted average Multiple to Cost of 2.9x for those investments.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 19
MANAGER’S REVIEW CONTINUED
The five largest underlying realisations in the period were as follows:
Investment Manager Description Country Proceeds £m
VettaFi ICG Provider of master limited partnerships indices United States 10.2
Visma ICG Provider of business management software and
outsourcing services
Norway 8.2
Datasite ICG Provider of software focused on virtual data rooms United States 7.8
Compass Community Graphite Provider of fostering services and children's
residential care
United Kingdom 7.4
IRIS ICG Provider of software and services for the accountancy
and payroll sectors
United Kingdom 7.0
Total of 5 largest underlying realisations
40.6
Balance sheet and liquidity
Net assets at 31 January 2025 were £1,332m, equal to 2,073p
per share.
The Company had net debt of £128m and at 31 January 2025, the
Portfolio represented 114% of net assets (31 January 2024: 105%).
£m % of net assets
Portfolio
1,523.1 114.3%
Cash
3.9 0.3%
Drawn debt
(131.9) (9.9%)
Co-investment Incentive Scheme
Accrual (53.9) (4.0%)
Other net current liabilities
(8.8) (0.7%)
Net assets
1,332.4
100.0%
Our objective is to be fully invested through the cycle, while ensuring
that we have sufficient financial resources to be able to take
advantage of attractive investment opportunities as they arise.
During the year, our balance sheet flexibility was enhanced
through an increase in the credit facility size from €240m to
€300m. This change was effective from 20 December 2024.
At 31 January 2025, ICG Enterprise Trust had a cash balance
of £3.9m (31 January 2024: £11.2m) and total available liquidity
of £124.6m (31 January 2024: £195.9m).
£m
Cash at 31 January 2024
11.2
Total Proceeds
150.8
New investments
(181.4)
Debt drawn down
111.9
Shareholder returns
(58.2)
Management fees
(16.0)
FX and other expenses
(13.5)
Cash at 31 January 2025
3.9
Available undrawn debt facilities
120.7
Total available liquidity
124.6
20 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Dividend and share buyback
ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes to return capital to shareholders.
DIVIDENDS
The Board has declared a dividend of 10.5p per share in respect of the fourth quarter, taking total dividends for the year to 36p
(FY24: 33p). It is the twelfth consecutive year of ordinary dividend per share increases.
SHARE BUYBACKS
The following purchases have been made under the Company's share buyback programmes:
Number of shares purchased 1,420,500 2,752,688 1,492,175 1,492,175 2,912,675 4,244,863
% of opening shares since buyback started 4.3% 6.2%
Capital returned to shareholders £17.3m £32.6m £18.3m £18.3m £35.6m £50.7m
Number of days shares have been acquired 87 183 11 11 98 194
Weighted average discount to last reported NAV 37.0% 38.3% 36.2% 36.2% 36.6% 37.5%
NAV per Share accretion (p) 36.5 54.1
NAV per Share accretion (% of NAV) 1.8% 2.7%
Long-term Opportunistic Total
FY25
3
Since
1
inception
1
FY25
3
Since
2
inception
2
FY25
3
Since
inception
1 Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2025.
2 Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2025.
3 Based on company-issued announcements / date of purchase, rather than date of settlement.
Note: aggregate consideration excludes commission, PTM and SDRT.
The Board believes the long-term buyback programme
demonstrates the Manager’s discipline around capital allocation;
underlines the Board’s confidence in the long-term prospects of
the Company, its cash flows and NAV; will enhance the NAV per
Share; and, over time, may positively influence the volatility of
the Company’s discount and its trading liquidity.
During the period, the Board announced an opportunistic share
buyback programme for FY25 of up to £25m. This is intended
to enable us to take advantage of current trading levels, when
the ability to purchase shares in meaningful size at a significant
discount presents itself. It was renewed for FY26 for an additional
year up to £25m.
Foreign exchange rates
The details of relevant foreign exchange rates applied in this report
are provided in the table below:
Average
rate for
FY25
Average
rate for
FY24
31 January
2025
year end
31 January
2024
year end
GBP:EUR
1.1838 1.1526 1.1960 1.1729
GBP:USD
1.2751 1.2479 1.2396 1.2688
EUR:USD
1.0772 1.0827 1.0363 1.0818
Activity since the period end
Notable activity between 1 February 2025 and 31 March 2025
has included:
• Four new Fund Commitments for a combined value of £64m
• New investments of £39m
• Realisation Proceeds of £26m
From 1 February 2025 up to and including 30 April 2025, 718,000
shares (£8.9m) were bought back at a weighted-average discount
to NAV of 37.9%.
In addition, during the month of April 2025, we announced that
proceeds of £107m were received as a result of two transactions:
• Secondary sale (£62m net proceeds), executed at a discount of
5.5% to 30 September 2024 valuation and realising a 1.6x return
on invested cost (15% IRR)
• Realisation of Minimax (€53m (£45m) proceeds), ICGT’s largest
portfolio company at 31 January 2025 (3.1% of Portfolio value).
ICG Enterprise Trust is reinvesting €10m in the next stage of
Minimax’s growth alongside management and other investors
including certain ICG funds
ICG Private Equity Funds Investment Team
7 May 2025
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 21
STAKEHOLDER ENGAGEMENT
Engaging with
our stakeholders
The Board is committed to understanding
and taking into account the interests of
our stakeholders in Board discussions
and deliberations, decision-making and
reporting, acknowledging that these
views may at times diverge.
Section 172 of the Companies Act 2006 requires
directors to act in a way that they consider, in good
faith, to promote the success of the Company for
the benefit of its members as a whole.
Further details of our supplier engagement can
be found in our corporate governance report.
OUR SHAREHOLDERS
WHY THEY ARE A STAKEHOLDER
Shareholders’ interests are enshrined
in our purpose – that shareholders
benefit from the economic returns of
the Company – as key stakeholders,
and serving the best interests of the
shareholders is a priority for the Board.
The Board is mindful of having a range
of shareholders, and will have regard
to the interests of shareholders as a
whole when making decisions.
COMMUNICATING WITH
SHAREHOLDERS
We engage with our shareholders across
a broad range of channels including our
website, our disclosures to the market,
our publication of results factsheets and
a full Annual Report.
We also conduct General Meetings,
roadshows and update meetings with key
shareholders and potential shareholders.
HOW WE ENGAGE
The Board is committed to giving
investors the opportunity to build a
clear understanding of our investment
strategy and developments, and
strives to make our vision and our
results accessible through our public
disclosures and materials.
Other means of effective engagement
during the year include our structured
programme of presentations to existing
and potential shareholders of the annual,
interim and quarterly results, as well as our
regular dialogue with sell-side analysts.
LOOKING AHEAD
The Board believes that the focus
on clarity and quality of shareholder
communication has been beneficial to
the Company’s position in the market
and the Board will continue to build
on this over the coming year.
22 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
CORPORATE GOVERNANCE REPORT: P42
OUR KEY
STAKEHOLDER
GROUPS
OUR
SHAREHOLDERS
OUR
MANAGER
OUR INVESTEE
ENTITIES
OUR COMMUNITY
AND ENVIRONMENT
OTHER SERVICE
PROVIDERS
OUR
LENDERS
The Board directors, in their
discussions and deliberations, have
regard to the long-term consequences
of their decisions, the interests of the
Company’s various stakeholders, the
impact of the Company’s operations
on the community and the environment,
and maintaining a reputation for a
high standard of business conduct
and fair treatment between the
Company’s shareholders.
OUR MANAGER
WHY THEY ARE A STAKEHOLDER
The Manager looks after the shareholders’
capital, as well as supporting the Company
by providing a range of services. Our
Manager works with us to enable the
Company to benefit from the ICG Group’s
investment products, broad network and
specialist expertise. The Manager is a key
stakeholder, critical to the success of the
Company’s operations.
BOARD AND AUDIT
COMMITTEE MEETINGS
The Board welcomes employees of the
Manager to attend and report to the Board
and Audit Committee meetings. These
structured and formal engagements are
supplemented by regular calls, planning
meetings and ad hoc involvement and
advice on ongoing matters.
HOW WE ENGAGE
The Board’s oversight of the Manager is
exercised through a series of formal and
informal meetings during the year. The
Management Engagement Committee
is responsible for formally monitoring
and evaluating the performance and
remuneration of the Manager. The Board
engages with the Manager at a range
of levels. Key relationships have been
developed with the investment team,
as well as with the strategic business
functions such as Finance, Legal and
Company Secretariat, Shareholder
Relations and Treasury. The Board’s
regular engagement and open dialogue
across these relationships have proven
to be effective and beneficial.
LOOKING AHEAD
Our Manager is regularly launching new
investment strategies and in the coming
years, the Board will carefully assess which
of these opportunities may be appropriate
for ICG Enterprise Trust to invest in.
OUR INVESTEE ENTITIES
WHY THEY ARE A STAKEHOLDER
Our capital helps our portfolio companies
to grow. The Board carefully reviews
the Company’s investment strategy
and provides the Manager with its views
on the direction of future investment
opportunities that will benefit the investee
entities, as well as generating returns
for the Company’s shareholders.
The Manager engages with the General
Partners of our investee funds and Direct
Investments. The Board is also mindful
of the impact of the investee entities’
operations on the environment and
community and requires the Manager
to report on key metrics in this regard.
The Board provides oversight and strategic
direction for the Manager’s engagement with
the General Partners of our investee entities.
The Board is committed to working with
General Partners who are closely engaged
with the investee companies, with an active
management style, including the promotion
of direct board representation of the General
Partners on the investee entity boards.
The Board is kept updated on the Manager’s
ongoing dialogue across the existing and
potential investee base, and views the
strength of the Manager’s relationships as
fundamental to the success of our current
investments, as well as to generating new
investment opportunities.
PROVIDING OVERSIGHT
AND STRATEGIC DIRECTION
HOW WE ENGAGE
The Manager has various levels of
relationships with the General Partners of
the investment funds and interactions are
continual, including formal sessions (e.g.
dedicated investor days) as well as through
regular informal discussions. Where the
relationship is closer, discussions are more
frequent and detailed. Discussions with
General Partners focus on investment
performance, the pipeline of new
opportunities and ESG factors.
The Manager works with the
General Partners to ensure that there
are robust governance and reporting
frameworks at the investee entity level.
The Manager understands that it is
important to the Board that we, as a
Company, maintain a reputation for
a high standard of business conduct
and that this ethos flows through
into our investment portfolio.
LOOKING AHEAD
We maintain our focus on the Manager’s
active General Partner selection process to
ensure the Company invests shareholders’
capital in the right opportunities.
The Manager will continue to engage
with the General Partners, working
closely and collaborating with their
investee entities to set appropriate
targets and to ensure transparent
and effective reporting.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 23
STAKEHOLDER ENGAGEMENT CONTINUED
OUR COMMUNITY
AND ENVIRONMENT
WHY THEY ARE A STAKEHOLDER
The Board recognises its wider
responsibilities to the community and
the environment and understands the
important role that the Company plays
as it invests its capital across the market.
REVIEWING PERFORMANCE
AND REPORTING
The Company has a well-established
ESG screening and diligence process
that applies to all new investments.
ESG performance and reporting are
reviewed periodically – there is an
ongoing dialogue between the Company
and the Company’s stakeholders in
this area.
HOW WE ENGAGE
The Board acknowledges that responsible
investing is subject to increasing focus
from its shareholders, as well as greater
regulatory emphasis. The Board is
therefore focused on partnering with
General Partners who share the
Company’s approach to responsible
investing. The Board recognises that
the long-term consequences of its
decision-making and the operations of
the Company have a genuine influence
on the community and environment
in which the Company operates.
Beyond investment scrutiny, the Board
is seeking out opportunities to engage
with its community and environment
stakeholders, including periodic updates
from the Manager about sustainability
matters in our portfolio and the
Manager’s corporate-level carbon
reduction targets.
LOOKING AHEAD
We are prepared for increasing ESG
reporting requirements. The Board
will continue to monitor ESG factors
and performance across the Portfolio.
OUR LENDERS
WHY THEY ARE A STAKEHOLDER
The Company’s liquidity facilities are
important to the Company’s operations
and its long-term prospects. Maintaining
excellent lender engagement and
relationships helps the Board to secure
optimum facility terms.
BUILDING STRONG
RELATIONSHIPS
The Board has emphasised to the
Manager the value in maintaining strong
and resilient relationships with our
lenders, to facilitate the Company’s long-
term prospects.
HOW WE ENGAGE
The Manager acts as the main point of
contact with our lenders. The Manager,
with direction from the Board, focuses
on ensuring a consistent and open
dialogue with our core relationship
banks, keeping the banks appraised
of the Company’s performance and
banking needs.
This year the Board approved the
increase of the Company’s Revolving
Credit Facility (see page 25).
LOOKING AHEAD
The Board and the Manager keep
renewal and extension options under
constant review, as well as any other
market opportunities for liquidity.
OTHER SERVICE
PROVIDERS
WHY THEY ARE A STAKEHOLDER
Our service providers support the
Company to ensure that its operations
run smoothly and to ensure compliance
with legal, regulatory and ethical
obligations. Our service providers
help the Company to maintain our
high business conduct standards.
ONGOING
ENGAGEMENT
Key providers for the Company include
the Company’s auditors, brokers, fund
administration providers, the Depositary
and the Registrar.
The Manager holds regular engagement
meetings with each of these providers
and the Board has regular involvement
in these relationships as well.
HOW WE ENGAGE
The ICG Group manages service
providers on behalf of the Company and
the Board oversees this management
through the Management Engagement
Committee. The Manager escalates key
matters to the Board and the Chairs
of the Board Committees. The Chair
of the Audit Committee meets with
the auditors twice a year and has, on
occasion, attended key relationship
meetings with our service providers.
LOOKING AHEAD
As the Company continues on its
growth journey and the regulatory
landscape evolves, the Board remains
mindful of the Company’s changing
needs and the Company’s wider
responsibilities to the community
and environment as it takes decisions
in relation to service provider
relationships. The Board will continue
to assess the commercial arrangements
with the service providers to ensure
the provision of high-quality services
for an appropriate price.
24 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Purposeful stakeholder engagement
ensures informed Board decision-making
DISCIPLINED CAPITAL ALLOCATION
Continuing our share buyback programmes
STAKEHOLDER INTERESTS
Our buyback programmes impact our shareholders, in that we are
directing capital away from new investments and towards our own
stock as an investment opportunity. This also impacts the investment
team within the Manager, reducing the amount of capital they can
commit to new investment opportunities and by extension the amount
of capital we can provide our investee entities.
THE BOARD’S STAKEHOLDER CONSIDERATIONS
During the year, the ongoing buyback was reviewed and approved,
given our previous commitment to use it at any discount to NAV.
The Board continues to believe the shareholder benefits of lower
volatility and enhanced liquidity are potentially meaningful to
generating demand for our shares in the long term.
The opportunistic buyback required more deliberation. The Board
discussed the value our capital has to our managers and investee
companies in these times of lower liquidity, along with the benefits
of maintaining a through-cycle investment approach to generate
long-term value. It balanced these by noting the discount at which
our shares trade, and the immediate value to shareholders that could
be generated by purchasing our shares at these prices.
Our share buyback programmes
have generated meaningful
shareholder value alongside our
progressive dividend policy and
our investment programme.
JANE TUFNELL
CHAIR
OUTCOME
We have continued our ongoing buyback programme, and have renewed
our opportunistic buyback programme for FY26 at up to £25m.
Having reviewed the effect of our buyback programmes across a
number of qualitative and quantitative metrics, we discussed the
investment programme with the Manager. In light of the prevailing
discount, the Board determined that a renewal of the opportunistic
programme was in the best long-term interests of our stakeholders.
ENHANCING BALANCE SHEET FLEXIBILITY
Increasing the size of our credit facility
Having a robust capital structure,
significant liquidity and access to
financing lines is crucial to enabling
our Manager to maintain a through-
cycle investment approach.
ALASTAIR BRUCE
AUDIT COMMITTEE CHAIR
THE BOARD’S STAKEHOLDER CONSIDERATIONS
The Board reviews the Company’s balance sheet frequently and,
towards the end of the financial year, concluded that increasing
the size of the credit facility would be beneficial to shareholders
by enhancing our balance sheet flexibility.
It was decided that the €240m facility, which was originally
determined in 2022, should be increased to €300m to accommodate
Portfolio growth and the level of outstanding commitments.
OUTCOME
The original facility agreement included a mechanism to increase the
size of the facility, which was exercised by the Manager and approved
by the Board in December 2024. It was deemed the additional size
was necessary to allow the evolution of the investment programme
and provide comfort to shareholders.
STAKEHOLDER INTERESTS
Ensuring the Company has sufficient liquid resources to manage its
obligations is a key consideration for the Board. Stakeholders have
an interest in that it affects metrics such as the overcommitment ratio
and the available liquidity as a percentage of outstanding commitments,
which are useful metrics to stakeholders to gauge the Company’s
financial health. The provision of a credit facility also enables the
Company to continue to be fully invested.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 25
OUR
SHAREHOLDERS
OUR
MANAGER
OUR INVESTEE
ENTITIES
OUR
SHAREHOLDERS
OUR
LENDERS
OUR EXPERT PEOPLE
Dedicated
THE INVESTMENT COMMITTEE
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 ensuring a broad
perspective on the private equity
landscape and relative value and risk.
OLIVER GARDEY
LIZA LEE MARCHAL
COLM WALSH
Head of Private Equity Funds Investment
Oliver has overall responsibility for the
execution of the Company’s investment
strategy. He brings his extensive 25+ years’
experience across the private equity market
from his prior role as Partner and member of
the global investment committee at Pomona
Capital, and Partner and investment committee
member at Adams Street, Rothschild/Five
Arrows Capital and J.H. Whitney & Co to the
Investment Committee.
Managing Director
Liza brings experience of both fund and
direct investments in Europe and Asia Pacific
from her prior role at GIC to the Investment
Committee. She has 19 years’ private equity
experience and, prior to GIC, worked in
the private equity division of Henderson
Global Investors and started her career
in the corporate finance group at
PricewaterhouseCoopers.
Managing Director
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 managers and investors
in private equity which help provide insights
on new opportunities. With 20 years’ private
equity experience, he previously worked at
Terra Firma in its finance and structuring team
and at Deloitte where his clients included a
number of private equity firms.
26 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
An expert team of people, combining deep
knowledge and unwavering commitment.
THE INVESTMENT TEAM
The Investment Committee is further supported by the wider investment team
of four professionals within ICG, who have a strong combination of direct and
fund investment experience. The principal members are:
JOSIE FAIR
LILI JONES
Vice President
Josie joined the team in 2022 and focuses
on North American buyout investments,
including the evaluation, due diligence
and monitoring of partnerships and direct
investments. Prior to this, Josie spent
five years at J.P. Morgan where she was
responsible for sourcing, conducting due
diligence and executing private equity,
private credit and real estate fund
opportunities. Josie received a BA in
Economics and a Minor in Mathematics
from Boston College. Josie is based in
New York.
Principal
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). Lili is based in London.
Find out more about our people online:
icg-enterprise.co.uk
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 27
Leveraging the
oversight and support
of our Manager ICG plc
FUNCTIONAL SPECIALISTS
The Company benefits from the breadth
of skills and experience of the Manager
in supporting its activities and overseeing
its third-party providers.
Specific technical expertise, including
Shareholder Relations, Finance, Operations,
Legal and Company Secretarial, support
the Company’s day-to-day activities.
We support the Board and the
investment team by ensuring
that current and prospective
shareholders have a thorough
understanding of ICG
Enterprise Trust, and that
shareholder feedback is
presented in a balanced
manner that can inform
decision-making.
CHRIS HUNT
HEAD OF SHAREHOLDER RELATIONS, ICG
CULTURE AND SUSTAINABILITY
Our Manager’s approach to responsible business
The Board’s oversight of the Manager encompasses their
culture and their approach to a sustainable investment strategy.
Creating the right environment
for our people to thrive
The culture of the dedicated investment team
managing ICG Enterprise Trust’s assets centres
around long-term relationships with a wide
range of stakeholders; sustainable investment
excellence; and demonstrating integrity, diversity
and collaboration.
BOARD OVERSIGHT
The Board of ICG Enterprise Trust ensures that
it reviews the Manager’s culture. This is monitored
through our regular interaction and discussions
with the Manager and the Management Engagement
Committee also undertakes a formal review.
CULTURE AND INCLUSION
The Manager promotes an inclusive environment
where everyone is motivated to contribute fully,
feeling recognised and included regardless of age,
gender, race, sexual orientation, disability, religion
or beliefs.
28 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
DEVELOPING FUTURE LEADERS
The Manager emphasises the importance
of training and development to attract
and retain top talent, investing
significantly in this area. Utilising a
performance management system and
encouraging managers to offer effective
career coaching and tailored training
opportunities, the Manager aims to
develop and enhance core skills, boost
technical competency and nurture talent.
Our approach to sustainability integration
DEAL SCREENING AND PRE-INVESTMENT
• Exclusion List
• Pre-investment sustainability assessment (including climate risk assessment)
• RepRisk screening
• Third-party funds sustainability questionnaire
• Discussions with underlying manager
• Diligence findings included in all investment proposals
We have a well-established
pre-investment sustainability
assessment and diligence process
for all new fund investments and
Direct Investments. Our approach
to considering sustainability factors
throughout the investment process
and during the period in which the
fund is invested depends on the
type of investment we make.
We have a greater ability to assess
sustainability considerations in
our Direct Investments given that
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 and use
a comprehensive pre-investment
sustainability assessment for all
Direct Investments.
For Primary Fund investments, we
assess the underlying manager’s
approach to sustainability
matters, including whether it has
its own responsible investing
policy and Exclusion List, through
a pre-investment sustainability
assessment. We also consider whether
the underlying manager’s approach
aligns with ICG’s Responsible Investing
Policy. As we do not directly influence
an underlying manager’s portfolio
construction, we seek to partner
with underlying managers who share
a similar approach to investing.
For Secondary Investments, as well
as assessing the underlying manager’s
approach to sustainability matters, we
also assess each underlying investee
company and ensure, to the extent
possible, the Enterprise Trust does
not invest in businesses on ICG’s
Exclusion List.
We screen the largest investee
companies in a secondary transaction
using a third-party risk platform,
which uses, on a daily basis, over
100,000 public sources to identify
any company associated with
sustainability risk incidents.
All the underlying managers we work
with have a sustainability policy and
sustainability monitoring in place.
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 29
PORTFOLIO MONITORING
• Sustainability performance embedded
in monitoring process
• Regular dialogue with managers
• Underlying manager’s sustainability
reporting
• Training for investment team
Sustainability performance is integral
to our monitoring process for funds
and Direct Investments.
For Primary Funds and Secondary
Investments, we track various
sustainability metrics, including the
underlying manager’s adherence to
international sustainability standards.
A strong relationship with the
underlying manager enables active
engagement to identify and mitigate
potential sustainability risks.
The ICG Enterprise Trust investment
team undergoes formal sustainability
training, equipped with skills and tools
for identifying and monitoring
sustainability issues.
ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY25
100%
operate a sustainability policy
100%
have a sustainability monitoring
process in place
Go online to find out more about how
sustainability considerations have been
integrated into ICG’s investment process.
icg-enterprise.co.uk
REGULATORY SUSTAINABILITY DISCLOSURES
As Manager of ICG Enterprise Trust, ICG
Alternative Investment Limited has for the
first time this year prepared:
• A Task Force on Climate-related Financial
Disclosures (‘TCFD’) product report for
ICG Enterprise Trust in accordance with
ESG 2.3.5 of the Financial Conduct Authority
(‘FCA’) handbook
• Disclosures under the FCA’s Sustainability
Disclosure requirement
Go online to find out more about our
Manager’s sustainability disclosures.
icgam.com
HOW WE MANAGE RISK
Identifying and evaluating the strategic, financial
and operational impact of our key risks
The execution of the Company’s investment strategy is subject to a variety
of risks and uncertainties, and the Board and Manager have identified several
principal risks to the Company’s business. As part of this process, the Board
has put in place an ongoing process to identify, assess and monitor the principal
and emerging risks facing the Company, including those that would threaten
its business model, future performance, solvency or liquidity.
RISK MANAGEMENT FRAMEWORK
The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses
and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.
BOARD OF DIRECTORS: Responsible for risk management leadership
AUDIT COMMITTEE: Reviews and monitors the risk management process
THE MANAGER: Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee
30 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
JANE TUFNELL
CHAIR
ALASTAIR BRUCE
AUDIT COMMITTEE CHAIR
JESSICA MILLIGAN
FINANCE DIRECTOR
Strategic risk management in private equity drives
opportunity and value.
Consistent review and vigilant monitoring of the
risk management process are the cornerstones of
informed decision-making and sustainable growth
in private equity.
Transparent and timely risk reporting ensures
accountability, fosters trust among stakeholders
and enhances strategic decision-making.
Guides and provides counsel
Provides regular reporting
CORPORATE GOVERNANCE REPORT: P42
PRINCIPAL RISKS
The Company’s principal risks are individual
risks, or a combination of risks, that could
threaten the Company’s business model,
future performance, solvency or liquidity.
Details of the Company’s principal risks,
potential impact, controls and mitigating
factors are set out on pages 33 to 36.
OTHER RISKS
Other risks, including reputational risk,
are potential outcomes of the principal
risks materialising. These risks are actively
managed and mitigated as part of the
wider risk management framework of
the Company and the Manager.
EMERGING RISKS
Emerging risks are considered by the
Board and are regularly assessed to
identify any potential impact on the
Company and to determine whether
any actions are required. Emerging risks
often include those related to regulatory/
legislative change and macro-economic
and political change.
The Company depends upon the
experience, skill and reputation of the
employees of the Manager. The Manager’s
ability to retain the service of these
individuals, who are not obligated to
remain employed by the Manager, and
recruit successfully, is a significant
factor in the success of the Company.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company considers its principal risks (as well as several underlying
risks comprising each principal risk) in four categories:
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 31
Investment risks: the risk to
performance resulting from
ineffective or inappropriate
investment selection, execution
or monitoring.
1
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.
2
Operational risks: the risk of loss
resulting from inadequate or
failed internal processes, people
or systems and external events,
including regulatory risk.
3
Financial risks: the risk 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.
4
RISK ASSESSMENT PROCESS
A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk
materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be
outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.
HOW WE MANAGE RISK CONTINUED
INVESTMENT RISKS
Investment performance
Valuation
EXTERNAL RISKS
Political and macro-economic uncertainty
Climate change
The listed private equity sector
Foreign exchange
OPERATIONAL RISKS
Regulatory, legal and tax compliance
Key professionals
The Manager and third-party providers
FINANCIAL RISKS
Financing
32 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Risk management is a key component of
our approach, serving as the foundation
for informed decision-making and
ensuring that we navigate uncertainties
with confidence.
OLIVER GARDEY
HEAD OF PRIVATE EQUITY FUNDS INVESTMENT
RISK APPETITE AND TOLERANCE
The Board acknowledges and recognises that in the
normal course of business, the Company is exposed to risk
and it is willing to accept a certain level of risk in managing
the business to achieve its targeted returns. The Board’s
risk appetite framework provides a basis for the ongoing
monitoring of risks and enables dialogue with respect to the
Company’s current and evolving risk profile, allowing strategic
and financial decisions to be made on an informed basis.
The Board considers several factors to determine its
acceptance for each principal risk and categorises acceptance
for each risk as low, moderate and high. 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, tax and regulatory compliance and business process
and continuity risk.
Low HighRisk tolerance
PRINCIPAL RISKS AND UNCERTAINTIES: P33
PRINCIPAL RISKS AND UNCERTAINTIES
How we manage and mitigate our key risks
INVESTMENT RISKS
INVESTMENT
PERFORMANCE
The Manager selects the
fund investments and Direct
Investments for the Company’s
Portfolio, executing the
investment strategy approved
by the Board. 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.
Poor origination, investment selection
and monitoring by the Manager
and/or third-party managers which
may have a negative impact on
Portfolio performance.
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.
Stable
The Board is responsible for
ensuring that the investment
policy is met. The day-to-day
management of the Company’s
assets is delegated to the
Manager under investment
guidelines determined by the
Board. The Board regularly
reviews these guidelines to
ensure they remain appropriate
and monitors compliance with
the guidelines through regular
reports from the Manager,
including performance
reporting. The Board also
reviews the investment strategy
at least annually.
Following this assessment
and other considerations,
the Board concluded that
investment performance risk
has remained stable.
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.
Incorrect valuations being provided
would lead to an incorrect overall NAV.
The Manager carries out a formal
valuation process quarterly including
a review of third-party valuations.
This process 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 valuations of
the underlying investments are in
accordance with the fair market value
principles required under UK-adopted
International Accounting Standards (‘IAS’).
Stable
The Board regularly
reviews and discusses 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.
RISK IMPACT MITIGATION CHANGE IN THE YEAR
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 33
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
EXTERNAL RISKS
POLITICAL AND MACRO-
ECONOMIC UNCERTAINTY
Political and macro-economic
uncertainty and other global
events, such as pandemics,
that are outside the Company’s
control could adversely impact
the environment in which the
Company and its investment
portfolio companies operate.
Changes in the political or macro-
economic environment could
significantly affect the performance
of existing investments (and
valuations) and prospects for
realisations. In addition, they
could impact the number of
credible investment opportunities
the Company can originate.
The Manager uses a range of
complementary approaches to
inform strategic planning and
risk mitigation, including active
investment management,
profitability and balance sheet
scenario planning and stress
testing to ensure resilience across
a range of outcomes.
The process is supported by a
dedicated in-house economist
and professional advisers where
appropriate.
Increasing
The Board monitors and reviews
the potential impact on the
Company from political and
economic developments on an
ongoing basis, including input and
discussions with the Manager.
Incorporating these views and
other considerations, the Board
concluded that this risk had increased.
CLIMATE CHANGE
The underlying managers of
the fund investments and Direct
Investments in the Company’s
Portfolio fail to ensure that their
portfolio companies respond
to the emerging threats from
climate change.
Climate-related transition risks,
driven in particular by abrupt shifts
in the political and technological
landscape, impact the value of the
Company’s Portfolio.
The Manager has a well-defined,
firm-wide Responsible Investing
Policy and sustainable investing
framework in place.
A tailored sustainable investing
framework applies across all stages of
the Company’s investment process.
Stable
The Board monitors and reviews
the potential impact to the
Company from failures by
underlying managers to mitigate
the impact of climate change on
portfolio company valuation.
THE LISTED PRIVATE
EQUITY SECTOR
The listed 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 continues to
outperform public markets over
the long term and 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.
In setting the capital allocation
policy, including the allocations to
dividends and share buybacks, the
Board monitors the discount to
NAV and considers appropriate
solutions to address any ongoing
or substantial discount to NAV.
Increasing
The persistence of the discount
to NAV, together with other
sector uncertainties, indicates
an increase in risk.
The Board receives regular
updates from the Company’s
broker and is kept informed
of all material discussions with
investors and analysts.
FOREIGN EXCHANGE
The Company has continued to
expand its geographic diversity
by making investments in different
countries. Accordingly, most
investments are denominated
in US dollars and euros.
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 sterling 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 at least
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
remains appropriate for the
Company not to hedge its foreign
exchange exposure.
RISK IMPACT MITIGATION CHANGE IN THE YEAR
34 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
OPERATIONAL RISKS
REGULATORY, LEGAL
AND TAX COMPLIANCE
Failure by the Manager to
comply with relevant regulation
and legislation could have an
adverse impact on the Company.
Additionally, adherence to
changes in the legal, regulatory
and tax framework applicable
to the Manager could become
onerous, lessening competitive
or market opportunities.
The failure of the Manager and the
Company to comply with the rules
of professional conduct and relevant
laws and regulations could expose
the Company to 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 regulatory, legal and tax
requirements. Monitoring of this
compliance has been delegated to
the Manager, of which the in-house
Legal, Compliance and Risk functions
provide regular updates to the
Board covering relevant changes
to regulation and legislation.
The Board and the Manager
continually monitor regulatory,
legislative and tax developments
to ensure early engagement in
any areas of potential change.
Stable
The Company remains
responsive to a wide range of
developing regulatory areas;
and will continue to enhance its
processes and controls in order
to remain compliant with
current and expected legislation.
KEY PROFESSIONALS
Loss of key professionals at
the Manager could impair the
Company’s ability to deliver its
investment strategy and meet
its external obligations if
replacements are not found
in a timely manner.
If the Manager’s team is not able
to deliver its objectives, investment
opportunities could be missed
or misevaluated, while existing
investment performance may suffer.
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 considered
if that best satisfies the business needs.
• A team-based approach to
investment decision-making, i.e. no
one investment professional has
sole responsibility for an investment
or fund manager relationship.
Sharing insights and knowledge
widely across the investment team,
including discussing all potential
new investments and the overall
performance of the Portfolio.
Designing and implementing a
compensation policy that helps to
minimise turnover of key people.
Stable
The Board reviewed the
Company’s exposure to people
risk and concluded that the
Manager continues to operate
sustainable succession,
competitive remuneration
and retention plans.
The Board believes that
the risk in respect of people
remains stable.
RISK IMPACT MITIGATION CHANGE IN THE YEAR
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 35
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
OPERATIONAL RISKS CONTINUED
THE MANAGER AND
THIRD-PARTY PROVIDERS
(INCLUDING BUSINESS
PROCESSES, BUSINESS
CONTINUITY AND CYBER)
The Company is dependent on
third parties for the provision
of services and systems,
especially those of the
Manager, the Administrator
and the Depositary.
Failure by a third-party provider to
deliver services in accordance with
its contractual obligations could disrupt
or compromise the functioning of the
Company. A material loss of service
could result in, among other things, an
inability to perform business critical
functions, financial loss, legal liability,
regulatory censure and reputational
damage.
The failure of the Manager and
Administrator to deliver an appropriate
cyber security platform for critical
technology systems could result in
unauthorised access by malicious third
parties, breaching the confidentiality,
integrity and availability of Company
data, negatively impacting the
Company’s reputation.
The performance of the Manager,
the Administrator, the Depositary and
other third-party providers is subject
to regular review and reported to
the Board.
The Manager, the Administrator and
the Depositary produce internal control
reports to provide assurance regarding
the effective operation of internal
controls. These reports are provided
to the Audit Committee for review.
The Committee would seek further
representations from service providers
if not satisfied with the effectiveness
of their control environment.
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.
The Management Agreement and
agreements with other third-party
service providers are subject to notice
periods that are designed to provide
the Board with adequate time to put
in place alternative arrangements.
Stable
The Board carries out a formal
annual assessment (supported
by the Manager’s internal audit
function) of the Manager’s
internal controls and risk
management systems.
The Board also received regular
reporting from the Manager and
other third parties.
Following this review and
other considerations, the
Board concluded that there
was no material change in the
Manager and other third-party
suppliers risk.
FINANCIAL RISKS
FINANCING
The Company has outstanding
commitments to private equity
funds in excess of total liquidity
that may be drawn down at any
time. 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.
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, overcommitment ratio and
covenants on a frequent basis, and
undertakes cash flow monitoring, and
provides regular updates on these
activities to the Board.
Stable
The Board reviewed the
Company’s exposure to financing
risk, noting the Net Debt position,
the increase in available facility
and the short-term realisation
forecast and concluded that this
risk was stable.
RISK IMPACT MITIGATION CHANGE IN THE YEAR
36 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
VIABILITY AND GOING CONCERN 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.
The Board has carried out a robust
assessment of the principal risks and their
mitigants as noted on page 33. 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.
The Company’s financial position is
strengthened by its access to its bank
facility of €300m (£251m), which was
extended and upsized during the year and
matures in May 2028. This is subject to a
number of covenants. The Company’s Net
Debt was £128m as at 31 January 2025
which is expected to be repaid with cash
flows from the Company’s investments.
The Board has assessed the Company’s
ability to remain viable and meet its
liabilities as they fall due through the review
of balance sheet and cash flow projections
provided by the Manager. As part of this, a
range of stressed scenarios and sensitivity
analyses was examined to identify
conditions that might result in the facility’s
covenants being breached, and included the
consideration of possible remedial action
that the Company could undertake to avoid
such breaches. Key variables considered
included Portfolio gains and losses, fund
drawdowns and realisations, and availability
of the credit facility. Based on this
assessment, the Board has a reasonable
expectation that the Company will remain
viable over a five-year period from the
balance sheet date.
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 page 4, and the Manager’s
review on page 14.
Based on this assessment, the Board expects
that the Company will be able to continue in
operation and meet its liabilities as they fall
due until, at least, 31 May 2026, a period
of more than 12 months from the signing
of the financial statements. Therefore,
it is appropriate to continue to adopt the
going concern basis of preparation of the
Company’s financial statements.
The Company’s Strategic Report is set
out on pages 1 to 37 and was approved
by the Board on 7 May 2025.
Jane Tufnell
Chair
7 May 2025
STRATEGIC REPORT
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 37
GOVERNANCE OVERVIEW
DEAR SHAREHOLDERS
In this overview, we report on the Company’s governance
framework and the activities of the Board and its Committees
during the year. Effective corporate governance is fundamental
to the way the Company conducts its business. By encouraging
entrepreneurial and responsible management, it supports the
creation of long-term, sustainable value for shareholders and
for wider society.
The Board’s oversight of strategy and
risk is fundamental in promoting the
long-term success of the Company.
JANE TUFNELL
CHAIR
The Board’s oversight of strategy and risk is fundamental in
promoting 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 regarding the
role of business in society.
In particular, the Board seeks to ensure that both its own culture
and that of the Manager are aligned with the Company’s purpose,
and that the Company has the necessary financial and human
resources to deliver its strategy.
38 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
DEFINING A CLEAR GOVERNANCE STRUCTURE
Board oversight of the
Manager (including
the ability to give
specific instructions)
Supervision of
service providers
by the Manager
Board oversight
of service providers
BOARD OF DIRECTORS
SERVICE PROVIDERS
INVESTMENT MANAGER
Broad delegated authority under
the Management Agreement,
subject to investment policies,
procedures and guidelines
(and Articles of Association)
AUDIT
COMMITTEE
MANAGEMENT
ENGAGEMENT
COMMITTEE
NOMINATIONS
COMMITTEE
ADMINISTRATOR
AND COMPANY
SECRETARY
AUDITOR
CORPORATE
BROKERS
CUSTODIAN/
DEPOSITARY
LEGAL/TAX
ADVISERS
REGISTRAR
SHAREHOLDER
RELATIONS &
MARKETING
ROLE OF THE BOARD
STRATEGIC OVERSIGHT
It is the responsibility of the Board to ensure that there is effective
stewardship of the Company’s activities. Strategic issues are determined
by the Board and a formal schedule of matters reserved for the Board
has been adopted, which includes capital allocation, the investment
budget and managing potential conflicts arising from investment in
other ICG-managed funds. In order to discharge their responsibilities
effectively, directors have full and timely access to relevant information.
COMPLIANCE WITH THE CODE
The Board applies the principles of the 2019 Association of
Investment Companies Corporate Governance Code (‘AIC Code’),
endorsed by the Financial Reporting Council. The Board is
supportive of the AIC Code, which sets out a framework of best
practice in respect of the governance of investment companies.
During the year, the Board considered the revised AIC Code,
published in August 2024, and is preparing to comply with the
revised principles and provisions.
BOARD PERFORMANCE EVALUATION
The Board has a formal process for the annual evaluation of its
performance and that of the Chair. In accordance with Provision 26
of the AIC Code, the Company undergoes an annual evaluation of
the Board’s performance as a whole, its Committees, the Chair and
the individual directors. During the year, an external review was
conducted by Board Level Partners Ltd (‘BLP’) to review the
effectiveness of the Board. The review concluded that the Board
continues to perform effectively and displays a strong corporate
governance culture.
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
regular consideration of our direction at Board meetings. Embedding
the Company’s culture in all its activities is a priority for the Board.
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, as well as promoting diversity
of gender, social and ethnic backgrounds, cognitive and personal
strengths. This is managed through the regular review of the Board
composition and 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.
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 39
THE BOARD AT A GLANCE
AUDIT COMMITTEE
Alastair Bruce (Chair)
MANAGEMENT ENGAGEMENT COMMITTEE
David Warnock (Chair)
NOMINATIONS COMMITTEE
Adiba Ighodaro (Chair)
Key responsibilities
Reviewing the interim and annual
financial statements.
Key responsibilities
Monitoring and evaluating the performance
and remuneration of the Manager.
Key responsibilities
Selecting and proposing suitable candidates for
appointment or reappointment to the Board.
Reviewing the effectiveness and scope
of the external audit.
Monitoring and evaluating the performance and
remuneration of other key service providers.
CORPORATE GOVERNANCE REPORT: P44
Reviewing the risks to which the Company
is exposed and mitigating controls.
CORPORATE GOVERNANCE REPORT: P44
Overseeing compliance with regulatory
and financial reporting requirements.
REPORT OF THE AUDIT COMMITTEE: P52
1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO.
Gender representation
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
Percentage of
executive
management
Men
3 50% 1 N/A N/A
Women
3 50% 1 N/A N/A
Not specified/Prefer not to say
N/A N/A N/A N/A N/A
Ethnicity representation
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
Percentage of
executive
management
White British or other White (including minority white groups)
5 83.3% 2 N/A N/A
Mixed/Multiple ethnic groups
N/A N/A N/A N/A N/A
Asian/Asian British
N/A N/A N/A N/A N/A
Black/African/Caribbean/Black British
1 16.7% 0 N/A N/A
Not specified/Prefer not to say
N/A N/A N/A N/A N/A
BOARD OF DIRECTORS
A diverse and experienced Board
JANE TUFNELL
Chair
BACKGROUND
Jane Tufnell was appointed to the Board
in 2019, became Chair in 2020 and was
Nominations Committee Chair until 30 April
2025. 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 £20bn, before leaving in 2015.
Jane is Senior Independent Non-Executive
Director of Aberforth Geared Value and Income
Trust plc and Schroders Capital Global
Innovation Trust plc. She has served as a non-
executive director of a number of other entities.
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.
DAVID WARNOCK
Senior Independent Non-Executive Director and
Chair of the Management Engagement Committee
BACKGROUND
David Warnock was appointed to the Board in
2020, and became Senior Independent Director
in 2021. 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
in several public and private companies and
before Aberforth was with Ivory & Sime plc
and 3iGroup plc. David is currently Chair
of CT Global Managed Portfolio Trust plc
and an active investor in a number of
private companies.
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 Patria 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.
ALASTAIR BRUCE
Independent Non-Executive Director
and Chair of the Audit Committee
BACKGROUND
Alastair Bruce was appointed to the Board
in 2018 and became Chair of the Audit
Committee in 2019. Alastair was a 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 PLC (‘PIP’), the
expansion of Pantheon Ventures’ global
platform and the creation of a co-investment
business. Alastair is a non-executive director
of Fidelity China Special Situations PLC and
Barings Emerging EMEA Opportunities PLC.
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.
40 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
SKILLS AND EXPERIENCE
Jane
Tufnell
David
Warnock
Alastair
Bruce
Gerhard
Fusenig
Adiba
Ighodaro
Janine
Nicholls
Investment
trusts
Private equity
Asset
management
UK corporate
governance
International
Finance
Audit
MEETINGS
Board member
Board Audit MEC
Jane Tufnell
8/8 3/3 1/1
David Warnock
8/8 3/3 1/1
Alastair Bruce
8/8 3/3 1/1
Gerhard Fusenig
8/8 3/3 1/1
Adiba Ighodaro
8/8 3/3 1/1
Janine Nicholls
8/8 3/3 1/1
The quorum for any Board meeting is two directors but attendance
by all directors at each meeting is strongly encouraged.
COMMITTEE MEMBERSHIP
Audit Management Engagement Nominations
GERHARD FUSENIG
Independent Non-Executive Director
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
SolvencyAnalytics AG. Former directorships
include Standard Life Aberdeen PLC, Aberdeen
Asset Management PLC and Credit Suisse
Insurance Linked Strategies Ltd.
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.
ADIBA IGHODARO
Independent Non-Executive Director
and Chair of the Nominations Committee
BACKGROUND
Adiba brings extensive expertise in global private
markets from over 30 years of experience,
including legal structuring, development finance,
private equity origination and investment. Adiba
is currently an Independent Non-Executive
Director on the board of Standard Chartered
Bank Nigeria Ltd where she chairs the Board
Credit Committee. Adiba is also a non-executive
director on the boards of Polar Capital
Technology Trust plc and M-Kopa Holdings Ltd.
EXPERIENCE
Adiba brings extensive expertise in global private
markets from over 30 years of experience,
including legal structuring, development finance,
private equity origination and investment. Adiba
is currently an Independent Non-Executive
Director on the board of Standard Chartered
Bank Nigeria Ltd where she chairs the Board
Credit Committee. Adiba is also a non-executive
director on the boards of Polar Capital
Technology Trust plc and M-Kopa Holdings Ltd.
JANINE NICHOLLS
Independent Non-Executive Director
BACKGROUND
Janine Nicholls was appointed to the Board in
2022. She has more than 30 years’ experience
in private equity and financial services and is
currently COO of Snowball, a multi-asset
impact investor. She previously held the same
role at private equity firms GHO Capital and
Hermes GPE. Prior to this, Janine held a
number of direct, co-investment and primary
funds’ investment roles and also held a number
of related advisory board seats.
EXPERIENCE
Janine brings to the Board diverse financial,
investment and operational experience.
In addition to her private equity investment
experience, she has experience overseeing
functions including Regulatory Compliance,
Risk Management, Accounting, Human
Resources and Investor Relations and has a
broad perspective on the private equity
industry. Janine is a Non-Executive Director
on the board of Calculus Venture Capital Trust,
where she is Chair of the Audit Committee.
Janine is a chartered accountant.
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 41
CORPORATE GOVERNANCE REPORT
The Company is committed to appropriate standards
of corporate governance and the Board has applied
the Principles and complied with the Provisions of
the AIC Code throughout the year. The AIC Code
adapts the Principles and Provisions set out in the
UK Corporate Governance Code (the ‘Code’) issued
by the Financial Reporting Council to make them
more relevant for investment companies.
CORPORATE GOVERNANCE
The Board considers that reporting against the Principles and
Provisions of the AIC Code provides more relevant information
to shareholders. The Board remains cognisant of the provisions
of the Code. A copy of the AIC Code and the Code can be obtained
from the websites of the Association of Investment Companies
(www.theaic.co.uk) and of the Financial Reporting Council
(www.frc.org.uk) respectively.
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.
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 are 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
Annual General Meeting.
Each non-executive director is appointed by a letter of
appointment on an ongoing basis and subject to election or
re-election at the Company’s Annual General Meeting. A non-
executive director will only be proposed for re-election at an
Annual General Meeting if the Board is satisfied with the non-
executive director’s performance, independence and ongoing
time commitment.
The Directors’ Remuneration Report, including the Directors’
Remuneration Policy, can be found on page 48.
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.
The Board is mindful of the Parker Review report update on
ethnic diversity, setting out progress and asking all FTSE 350
companies to set themselves a new target for ethnic diversity
at senior management level to be achieved by December 2027.
The Company has not set targets for ethnic diversity at senior
management level as the Company does not have any executive
staff, however the Board has encouraged the Manager to
continue to integrate diversity and inclusivity into its recruitment
and retention policy.
Composition and independence
The Board is comprised of six non-executive directors. 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. There are no relationships or circumstances
relating to the Company that are likely to affect their judgement.
Senior Independent Director
David Warnock is the Senior Independent Director. He provides
support to the Chair in her role leading the Board while also
providing his challenge and acting as a conduit for any points
to be raised in respect of the Chair.
Induction and training
Board training is provided regularly to ensure that Board members
are well placed to conduct their role. 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.
During the year, an external effectiveness review was conducted
by Board Level Partners (‘BLP’), an independent consultancy,
through a structured interview process. There is no other
commercial connection between the Company and BLP. BLP
received briefings from the Chair before reviewing all Board and
Committee materials from the prior year, met with each director
as well as a number of employees of the Manager who regularly
present to, engage with or observe meetings of the Board. BLP
also attended Board and Committee meetings as silent observers.
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. As part of its review, BLP conducted an
appraisal of the Chair and delivered its findings in a formal written
report to the Senior Independent Director. It also presented
individual confidential reports on each director to the Chair.
The evaluation reported that progress had been achieved in addressing
several major strategic issues, including the refreshment of the Board,
the establishment of a Management Engagement Committee, the
implementation of additional measures to optimise shareholder
returns, a revision of the Company’s three objectives, an improved
management fee agreement, and an enhanced sales and marketing
programme. It concluded that the Board oversees the management
of the Company effectively and has the skills and expertise to
protect stakeholders’ 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 weakness or
concerns, it identified some areas for focus in the future, including
the support services provided to the Board by ICG plc, long-term
succession planning, shareholder communications and Board
dynamics. The Board evaluation also considered the activities of the
Nominations, Audit and Management Engagement Committees,
and concluded that the Committees were operating effectively
with the right balance of membership, experience and skills.
42 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
The Board discussed the report and agreed a number of follow up
actions, including:
• continuing to improve the support services provided to the
Board by ICG plc;
• additional improvements to Board papers to enhance discussions
about risk;
• further consideration to be given to long-term succession plans;
• the introduction of occasional Board-only events to enhance
Board dynamics, following a period of Board refreshment; and
• further improvements to the sales and marketing programme
to enhance communications with retail investors.
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 on the skills
and experience of the candidates.
The Board is aware of the requirements of the Listing Rules in
respect of gender and ethnic diversity and confirms that it has
met the target of having at least 40% female membership on
the Board, one senior Board position is held by a woman (Chair)
and at least one individual on the Board is from a minority ethnic
background. Diversity is one of the key considerations when
directors are appointed to the Board, and is factored in to all
searches for new directors. Gender and ethnicity data relating
to the Board was collected using a standardised process and
managed by the Company Secretary. Each Board member was
requested to disclose information on a confidential and voluntary
basis, through which the individual self-reports their ethnicity and
gender identity (or specifies they do not wish to report such data).
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.
There is an agreed procedure under which directors, wishing
to do so in the furtherance of their duties, may take independent
professional advice at the Company’s expense.
In the event that 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
• specific regulatory, compliance or corporate governance updates.
Board meetings also include 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, Head of Secretariat, Meirion
Morgan, and ICG’s Company Secretariat function (on behalf of
ICG FMC Limited).
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.
Manager policies
The Manager has policies and processes in place, including
those over the following areas. Regular training is provided for
all Manager employees. The Board has reviewed these processes
and found them to be adequate: anti-bribery and corruption policy;
whistleblowing policy; and environmental policy.
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 43
CORPORATE GOVERNANCE REPORT CONTINUED
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. During the year,
Jane Tufnell chaired the Committee (save in respect of matters
relating to the Chair of the Board, when it is chaired by the Senior
Independent Director). The Board approved the appointment of
Adiba Ighodaro as Committee Chair on 30 April 2025, principally
to promote independence when the succession of the Chair of the
Board is considered. 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 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. The Board is aware of the requirements of
the Parker Review in respect of ethnic diversity and acknowledges
the importance of all forms of diversity. Diversity is one of the key
considerations when directors are appointed to the Board, and is
factored into all searches for new directors.
The Committee has 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.
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 page 48 for the Directors’ Remuneration Report.
Audit Committee
The activities of the Committee were considered as part of the
external effectiveness review conducted by BLP and completed
in accordance with standard governance arrangements as
summarised on page 38. BLP found that the Committee functioned
well, with the appropriate balance of membership, skills and
experience, so contributing to ICG Enterprise’s long-term success.
Please see page 52 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
(‘MEC’) to review the activities of the Manager and other key
service providers. The MEC meets at least annually, is chaired by
the Senior Independent Director and is comprised of all of the
directors. The Committee held its annual review of all key service
providers in October 2024. It conducted a detailed review of the
performance of all key service providers, including the Manager.
A number of follow-up actions were agreed, however, the
Committee concluded that in all material respects all service
providers were performing to the required standards.
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 (via the MEC) includes consideration of
the Manager’s corporate culture, as far as practical or possible,
as part of the overall assessment of the service provided to it.
Stakeholder engagement
Please see page 22 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 52 for details of this in the Report of the
Audit Committee.
SHAREHOLDER RELATIONS
The Company’s Annual Report and Accounts and Interim Report
contain a detailed review of performance and of changes to the
investment Portfolio, our regular factsheets, contain updated
information in a more abbreviated form, and the latest Company
presentations, and are made available to shareholders through
the Company’s website (www.icg-enterprise.co.uk).
Quarterly releases in respect of the Company’s performance are
announced to the market and available to shareholders. At the
Annual General Meeting, a presentation is made by the Manager
and investors are given an opportunity to question the Chair, the
other directors and the Manager.
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 results. 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 Shareholder information section on page 90).
Jane Tufnell
Chair
7 May 2025
44 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
REPORT OF THE DIRECTORS
The directors present their report and the audited financial
statements for the year ended 31 January 2025. The Report of the
Directors should be read in conjunction with the Strategic Report
(pages 1 to 37) and the Report of the Audit Committee (page 52).
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 Company will continue to be an investment trust 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’).
SIGNIFICANT SHAREHOLDINGS
Information provided to the Company pursuant to the Disclosure
Guidance and Transparency Rules (‘DTRs’) is published on a
Regulatory Information Service and on the Company’s website.
As at 31 January 2025, the Company has not been notified of
disclosures by significant shareholders in accordance with Rule 5
of the DTRs.
In the period from 31 January 2025 to the date of this report,
the Company has not been notified of any changes to significant
shareholdings.
SHAREHOLDERS
The Company has a significant retail shareholder base, largely held
via retail platforms. The holdings of the three largest retail platforms
on the Company’s share register are disclosed below, following
an analysis of the Company’s shareholders as at 31 January 2025.
Holding % holding
Columbia Threadneedle Investments Saving Schemes 32.0
Interactive Investor 7.4
Hargreaves Lansdown 6.1
INVESTMENT POLICY
The Company’s investment policy is set out on page 91. 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 2,912,675
shares, with an aggregate nominal value of £291,267.50, for an
aggregate amount of £35,851,378, representing 4% of the issued
share capital of the Company on 31 January 2025. These shares
were held in treasury. On 30 April 2025, the Company cancelled
all its shares held in treasury.
DIVIDEND
Quarterly dividends in respect of the year ended 31 January 2025
were paid on 30 August 2024 (8.5 pence per share), 29 November
2024 (8.5 pence per share) and 28 February 2025 (8.5 pence per
share) for a total of 25.5 pence per share. A final dividend of
10.5 pence per share will, if approved, be paid on 18 July 2025 to
holders of ordinary shares on the register at the close of business
on 4 July 2025. This would bring the total dividend for the year to
36 pence per share.
DIRECTORS
All of the directors listed on page 40 held office throughout the
year and up to the date of signing the financial statements, and
all directors will stand for re-election at the forthcoming Annual
General Meeting.
Gerhard Fusenig is 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. The Board has decided
that all directors will submit themselves for re-election every year.
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
note 18 on page 81) and by the former manager of the Company,
Graphite Capital (see page 46). This fee is subject to cap at 1.25%
of Net Asset Value (‘NAV’) up to £1.5bn of NAV, 1.10% on NAV
in excess of £1.5bn and below £2.0bn, and 1.0% of NAV in excess
of £2.0bn.
The effective management fee charged by the Manager in the
year was 1.25% of the Company’s net assets and the Company’s
Ongoing Charges ratio was 1.38% 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 resources section
of the Company’s website.
For the ICG-managed funds (see note 16 on page 76) the annual
management charge is between 1.3% and 1.5% of original
commitments for funds in their Investment Period, and between
0.8% to 1.5% of unrealised cost for funds where their Investment
Period has ended.
For the Graphite-managed funds 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.
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 45
REPORT OF THE DIRECTORS CONTINUED
INVESTMENTS IN GRAPHITE CAPITAL FUNDS (FORMER MANAGER)
Graphite Capital Partners IX 30,000 2,281 18,366 30,000 4,525 15,921
Graphite Capital Partners VIII 40,000 3,113 15,517 40,000 899 22,742
Graphite Capital Partners VIII Top Up Fund 20,000 1,011 3,742 20,000 1,295 4,678
Graphite Capital Partners VII 35,138 456 6,720 35,138 456 6,309
Total 125,138 6,861 44,345 137,453 7,174 49,650
31 January 2025 31 January 2024
Fund
Original
commitment
£’000
Remaining
commitment
£’000
Fair value
£’000
Original
commitment
£’000
Remaining
commitment
£’000
Fair value
£’000
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 historical
investments, the executives and connected parties of the Former
Manager (together the ‘Co-investors’), are required to co-invest
alongside the Company (other than in investments made in funds
managed by the Manager or the Former Manager), 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 investments
made 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.
Further details of these arrangements can be found in note 9
to the financial statements.
CAPITAL
As at 31 January 2025, 72,913,000 ordinary shares of 10 pence
each were in issue and fully paid. The Company did not hold shares
held in treasury as at 30 April 2025, being the latest practical date
before publication of this document.
Resolutions will be proposed at the forthcoming Annual General
Meeting to:
• allot up to a maximum of 21,184,730 ordinary shares of 10p each,
representing 33% of the Company’s issued share capital (excluding
shares held as treasury shares) as at 30 April 2025; 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 9,526,773
ordinary shares (being 14.99% of the issued share capital
(excluding shares held as treasury shares as at 30 April 2025))
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.
46 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
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 and the Streamlined Energy and Carbon
Reporting (‘SECR’) requirements.
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 2025 at the Annual General Meeting in 2024 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
Annual General Meeting.
INCORPORATION BY CROSS REFERENCE
Certain information required to be disclosed in the Report of the
Directors is shown within other sections of the Annual Report and
Accounts. Please refer to the Report of the Directors on page 45.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held on 24 June 2025.
Further details will be provided in the Notice of Meeting to
be circulated to shareholders.
By order of the Board:
Andrew Lewis
On behalf of ICG FMC Limited
7 May 2025
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 47
DIRECTORS’ REMUNERATION REPORT
REMUNERATION COMMITTEE
As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination
of the directors’ fees is dealt with by the whole Board.
STATEMENT BY THE CHAIR
In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013,
the Company presents its Remuneration Policy and Remuneration Report separately.
The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the
directors are entitled to, and how this supports the Company’s long-term strategy and performance.
All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2026 when the Company is next required
to submit its policy on the remuneration of its directors to the members.
The Remuneration Report sets out how the Remuneration Policy has been implemented in the year.
In accordance with the Remuneration Policy set out below, the Board performs an annual review of directors’ fees. The fees payable
to the directors for the year ended 31 January 2026 were considered in January 2025. An increase in fees of 3% was applied, reflecting
inflation and market comparables.
TABLE OF REMUNERATION BY ROLE
Chair of the Board 76,100 73,900 71,020
Chair of the Audit Committee 61,500 59,700 57,378
Senior Independent Director and Chair of MEC 60,500 58,700 46,407
Directors’ fees
1
49,700 48,300 46,407
Role
Year ended
31 January 2026
£
Year ended
31 January 2025
£
Year ended
31 January 2024
£
1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC.
REMUNERATION POLICY
It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors
in the wider industry, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the
Company’s Articles of Association. It is not the Company’s policy to include an element of performance related pay; all fees are paid in
cash rather than any other instrument. This Remuneration Policy was approved at the 2023 Annual General Meeting.
The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total
of £410,940 per annum. The limit in the Articles increases annually in line with inflation and would also increase pro-rata in the event of
an additional appointment increasing the number of Board members.
The level of fees for directors is reviewed annually by the Board.
The Board considers the Remuneration Policy to be effective in supporting the short and long-term strategic objectives of the
Company by ensuring that the Company continues to be able to recruit and retain non-executive directors who are suitably qualified
and experienced to supervise the Company’s affairs.
48 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Share price performance
The Company’s performance is compared to the FTSE All-Share Index Total Return as this is considered to be the most appropriate
comparator index.
Share price performance
1
1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100.
Service contracts
It is not the Company’s policy to enter into service contracts with its directors. No director has a service contract with the Company.
The directors each serve under a letter of appointment.
Notice period and loss of office payment policy
The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any
provision of the Articles of Association. It is not the Company’s policy to enter into arrangements that entitle any of the directors
to compensation for loss of office. No director is entitled to any such compensation.
Statement of consideration of conditions elsewhere in the Company
The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees
when setting and implementing the Remuneration Policy.
Statement of consideration of shareholder views
The Company places great importance on communication with its shareholders. The Board confirms that no negative views were
expressed in relation to its Remuneration Policy during the year.
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 49
DIRECTORS’ REMUNERATION REPORT CONTINUED
DIRECTORS’ REMUNERATION REPORT
The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is
indicated below. The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives
in the year ended 31 January 2025 (2024: £nil).
Relative importance of spend on pay
The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to
31 January 2025 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 dividends form only a small part of total shareholders’ returns.
Components of remuneration package
Year ended
31 January 2025
£’000
Year ended
31 January 2024
£’000
Directors’ remuneration 340 316
Shareholder distributions
Year ended
31 January 2025
£’000
Year ended
31 January 2024
£’000
Dividends paid 22,308 21,694
Share buybacks 35,851 13,068
Total distributions to shareholders 58,159 34,762
Remuneration in the year (audited)
Jane Tufnell
2
74 71 — — 74 71 4% 9% 3% 22%
Alastair Bruce 60 58 — — 60 58 4% 9% 4% 19%
David Warnock
3
59 46 — — 59 46 26% 9% 5% 504%
Gerhard Fusenig
4,5
48 46 3 3 51 49 4% 4% 9% 7%
Adiba Ighodaro
3
48 46 — — 48 46 4% 85% N/A N/A
Janine Nicholls
3
48 46 — — 48 46 4% 85% N/A N/A
Total 337 313 3 3 340 316
Fees Expenses
1
Total Change in annual fee over years ended 31 January
Name
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000 2025 2024 2023 2022
1 Expenses are a taxable benefit.
2 Joined the Board in June 2019 and served for part of the year ended 31 January 2020.
3 Joined the Board in July 2022 and served for part of the year ended 31 January 2023.
4 Joined the Board in September 2019 and served for part of the year ended 31 January 2020.
5 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate accommodation) to attend meetings of the Board.
50 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
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.
Jane Tufnell 31,025 31,025
David Warnock 30,000 30,000
Alastair Bruce 30,000 30,000
Gerhard Fusenig 26,000 26,000
Adiba Ighodaro 800 800
Janine Nicholls 2,219 2,219
Total 120,044 120,044
Name
Year ended
31 January 2025
Number of shares
Year ended
31 January 2024
Number of shares
As at 7 May 2025, the beneficial interests of the Directors in the shares of the Company amounted to 123,208 shares.
The Portfolio Manager, Oliver Gardey, holds 68,690 shares in the Company, which have been acquired in the open market at market
rates. In aggregate, and including the Portfolio Manager, employees of ICG hold a total of 147,039 shares in the Company, which were
also acquired in the open market at market rates. The Company does not compensate any employees of ICG through the issuance of
shares, nor does it offer employees of ICG the opportunity to acquire shares in the Company at preferential prices.
In addition, participants in the Co-investment Incentive Scheme, including current employees of ICG, are required to contribute 0.5%
of the cost of every new fund investment (see page 46 for more detail).
Statement of shareholder voting
The Remuneration Policy was last approved at the Annual General Meeting on 25 June 2023, with the following proxy votes cast:
For 19,609,662 98.31
Against 337,645 1.69
Withheld 141,491 —
Votes Number %
At the Annual General Meeting held on 25 June 2024, a resolution to approve the Directors’ Remuneration Report for the year ended
31 January 2024 was passed with the following proxy votes cast:
For 18,495,681 98.87
Against 212,326 1.13
Withheld 134,542 —
Votes Number %
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 2025 will be put to the members at the forthcoming
Annual General Meeting.
On behalf of the Board:
Jane Tufnell
Chair
7 May 2025
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 51
REPORT OF THE AUDIT COMMITTEE
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.
COMMITTEE MEMBERS
Alastair Bruce (Chair of the Committee)
Gerhard Fusenig
Adiba Ighodaro
Janine Nicholls
Jane Tufnell
David Warnock
COMMITTEE ACTIVITIES
Oversight of audit conducted by the Company’s auditors
Continued review and scrutiny of valuations
INTRODUCTION
All Board members currently serve on the Audit Committee.
As set out on page 40, the members of the Committee have a
range of recent and relevant financial experience. They also have
relevant experience in the sector in which the Company operates.
The Committee operates within written terms of reference,
which are available within the Corporate governance section
of the Company’s website www.icg-enterprise.co.uk, clearly
setting out its authority and duties. The primary role of the
Committee is to review the interim and annual financial
statements, the effectiveness and scope of the external audit,
the risks to which the Company is exposed and mitigating
controls, and compliance with regulatory and financial reporting
requirements. The Committee also provides advice to the Board
on whether the Annual Report and Accounts, taken as a whole,
is fair, balanced and understandable.
The Committee meets at least three times a year. A quorum is
any two of the members of the Committee but full attendance
at each meeting is strongly encouraged.
Three 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.
In addition to the key responsibilities noted, the Committee
considered the independence of the auditors.
SIGNIFICANT JUDGEMENTS IN RELATION TO THE FINANCIAL STATEMENTS
Valuation of investments
In its review of the financial statements, the Committee
considers whether the Company’s investments are fairly valued.
The valuation of investments is predominantly based on third-
party managers’ valuations. The Committee discussed the
valuation process and governance 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 investments.
The Committee has been satisfied with the process established
by the Manager. 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
investments had been fairly valued in accordance with UK-adopted
International Accounting Standards, in line with International
Private Equity and Venture Capital Valuation Guidelines.
52 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
icgam.com
Find out more about our Audit Committee — Terms of Reference.
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 page 4 and the Manager’s review
on page 14;
• the Company’s principal risks and their mitigants, as noted
on page 33; and
• the Company’s 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
investment gains and losses, fund drawdowns and realisations,
availability of the credit facility, and possible remedial action that
the Company could undertake if required in the event of significant
valuation declines and/or reductions in liquidity. Further details
around liquidity risk and overcommitment risk are detailed in
note 17 on page 79 within the notes to the financial statements.
Accordingly, the Committee was satisfied that the going concern
basis of accounting remained appropriate for the Company.
FAIR, BALANCED AND UNDERSTANDABLE
Following a thorough review, and discussion with the Manager and
the auditors, the Committee has advised the Board that the Annual
Report and Accounts for the year ended 31 January 2025, 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 received a report, based on agreed-upon
procedures, from the Manager’s internal audit function.
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 2024 to
31 January 2025, 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 reports 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 reappointed as auditors for the year ended 31 January
2025 at the Annual General Meeting in June 2024. The Company
has complied with the terms of the September 2014 Competition
and Markets Authority Order, including in respect of audit
tendering. EY were first appointed as auditors for the year ended
31 January 2021.
The Audit Committee has reviewed the provision of non-audit
services and believes them to be cost-effective and not an
impediment to the auditors’ objectivity and independence.
Details of the total fees paid to EY by the Company are set out in
note 4 to the financial statements. In the year ended 31 January
2024, £71k (2024: £53k) was payable to the auditors in respect
of non-audit services; these services were the review of the Interim
Statement and Agreed upon Procedures over the operation of
the Co-investment Incentive Scheme. 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 Committee
has been pleased with the work undertaken by both the Manager
and EY.
The Committee accordingly recommends that Ernst & Young LLP
be appointed auditors for the year ending 31 January 2026.
I would be pleased to discuss the work of the Committee with
any shareholder.
Alastair Bruce
Chair of the Audit Committee
7 May 2025
STR A T EGIC REPO R T
GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 53
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 UK-adopted
International Accounting Standards (‘UK-IAS’) and the Statement
of Recommended Practice (‘SORP’) for investment trusts issued by
the Association of Investment Companies in July 2022. 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;
• provide additional disclosures when compliance with the
specific requirements in UK-IAS is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the Company financial position and
financial performance;
• state whether UK-IAS 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, UK-IAS and the SORP for
investment trusts.
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
page 40, confirm that, to the best of their knowledge:
• the financial statements, which have been prepared in
accordance with UK-IAS 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
7 May 2025
54 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC
OPINION
We have audited the financial statements of ICG Enterprise Trust plc (the “Company”) for the year ended 31 January 2025 which
comprise the Income Statement, Balance Sheet, Cash Flow Statement, Statement of Changes in Equity, and the related notes 1 to 19,
including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs as at 31 January 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
INDEPENDENCE
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent
of the Company in conducting the audit.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the
going concern basis of accounting included the following procedures:
• We made enquiries of the Audit Committee and ICG Alternative Investment Limited (“the Manager”) to determine whether, in their
opinion, they had any knowledge of events or conditions beyond the period of the directors’ assessment that may cast significant doubt
on the Company’s ability to continue as a going concern.
• We obtained the directors’ going concern assessment and validated that the assessment covers a period to 31 May 2026, which
is at least 12 months from when these financial statements are authorised for issue.
• We obtained the forecasts and cash flows prepared by the Manager, underpinning the directors’ assessment of going concern.
We challenged the sensitivities and assumptions used in the forecasts, including comparing assumptions of future cash flows.
• We obtained the stress testing and reverse stress testing performed by the Manager and challenged the appropriateness and
severity of stresses applied, through comparison to market and historical data. We validated the standing data used by agreeing
this to supporting documentation.
• We made enquiries of the Audit Committee and the Manager to determine whether, in their opinion, there is any material uncertainty
regarding the Company’s ability to pay liabilities and commitments as they fall due over the period of twelve months from the date of
approval of the financial statements and challenged this assessment.
• We obtained the legal agreements to validate the existence of the multi-currency revolving credit facility entered into by the Company
during the year and agreed the covenants included in the going concern assessment and supporting stress testing. We recalculated the
relevant covenants for each quarter-end in the going concern assessment period based on these key terms.
• We validated that the disclosures made in the Annual Report and Accounts regarding the Company’s ability to continue as a going
concern are consistent with our understanding of the business and with the assumptions and calculations which underpin the directors’
assessment of going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to 31 May 2026, which is at
least 12 months from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s
ability to continue as a going concern.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 55
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
OVERVIEW OF OUR AUDIT APPROACH
Key audit matters • Risk of incorrect valuation of unquoted investments.
• Risk of inaccurate recognition of realised gains/(losses) and change in unrealised gains/(losses) on
unquoted investments.
Materiality • Overall materiality of £13.3m which represents 1% of net assets.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, the potential impact of climate change and changes in the business environment when
assessing the level of work to be performed. All audit work was performed directly by the audit engagement team.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined that
the impact of climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, may impact
the value of the Company’s Portfolio, which is the aggregate of the investment portfolios of the Company and of its subsidiary limited
partnerships. This is explained on page 33 in the Principal Risks and Uncertainties section of the Strategic Report, which forms part of the
“Other information,” rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted
solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of
the audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.
Our audit effort in considering the impact of climate change on the financial statements was focused on the adequacy of the Company’s
disclosures in the financial statements as set out in Note 1(a) and the conclusion that there is no further impact of climate change to be
taken into account as the investments are valued based on market-based valuation approaches as at the year-end as required by IFRS.
All investments therefore reflect the market participants view of climate change risk on the investments held by the Company.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and associated disclosures.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact
a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
56 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Risk of incorrect valuation of
unquoted investments (2025:
£1,469.5m, 2024: £1,296.4m)
Refer to the Audit Committee
Report (page 52); Accounting
policies (pages 66 to 69); and
Notes 10 and 17 of the Financial
Statements (page 73 to 74 and
78 to 81).
The unquoted investment
portfolio is material to the
financial statements and
consists of illiquid private equity
fund investments of £151.0m
(2024: £136.5m) and direct
co-investments into private
companies of £154.2m (2024:
£123.8m). The Company also
has six (2024: six) subsidiary
undertakings of £1,164.3m
(2024: £1,036.1m), held at
fair value under IFRS 10,
which invest into the same
unquoted investments.
The valuations of unquoted
investments do not have
inputs based on observable
market data and are therefore
subjective, increasing the
likelihood of error.
The net assets of each
investment are provided to the
Company by the fund managers
or sponsors of the investee
companies and any necessary
adjustments are made by the
Administrator, for example
cash flow adjustments for
drawdowns and distributions
between the date of the last
valuation provided and the year-
end date of the Company. The
year end valuations are then
reviewed by the Manager and
the directors.
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 2022.
For a sample of unquoted investments held by the Company,
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 of the Company, we obtained
management’s fair value assessment at year end by reviewing
the cash flow adjustments, distributions and drawdowns,
reviewing adjustments made to indirect investments by
reviewing underlying quoted adjustments using independent
pricing sources on a look through basis, and agreeing these
adjustments 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 received since the
valuation date of the latest valuation from the underlying fund
manager and other financial information such as cashflow notices
relevant to the valuation of the unquoted investments, to consider
and ensure that no material valuation differences arose.
We performed the following procedures to gain assurance over
the reliability of the unaudited capital account statements:
• for a sample of 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 as at the same date; and
• we obtained a sample of relevant underlying audited financial
statements, inspecting the GAAP applied and accounting
policies on key areas impacting the NAV and compared these
to IFRS. We ensured that the auditor was registered with the
appropriate local accounting body and issued an unmodified
audit opinion.
We challenged the Manager’s procedures to determine whether
events and circumstances that occurred between the date of the
third-party valuations and the reporting date of the Company had
an impact on the valuation of the investment portfolio and we have
not identified any issues.
We reviewed the minutes of the Valuation Committee meetings
and held discussions with key personnel at the Manager to discuss
the performance of the portfolio for the year.
The results of our
procedures are:
We identified no material
misstatements in relation to
the risk of incorrect valuation
of unquoted investments and
the resulting impact on the
unrealised gain/(losses) in
the Income Statement.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 57
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Risk of inaccurate recognition
of realised gains/(losses)
(2025: £1.5m, 2024: £-1.0m)
and change in unrealised
gains/(losses) (2025: £132.2m,
2024: £42.2m) on unquoted
investments
Refer to the Accounting policies
(pages 66 to 69); and Note 10 of
the Financial Statements (pages
73 to 74).
Gains or losses on investments
originate from the capital
distributions and capital gains
for investments during the
year. Total gains from capital
distribution 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 capital distribution.
There is a manual calculation
performed by the Manager
for recognising gains/(losses)
as realised or change in
unrealised, based on the
Company’s revenue recognition
accounting policy.
There is a risk that the manual
calculations of realised and
change in unrealised gains/
(losses) on unquoted
investments are incorrectly
calculated by the Manager,
which could lead to the
disclosures regarding the
capital element of the Income
Statement and the Statement
of Changes in Equity being
materially misstated.
In addition, an incorrect
recording of realised gains/
(losses) by the Company could
directly affect the amount
available to be paid as a dividend
to shareholders. This could
have an impact on the perceived
performance and share price
of the Company and therefore
could be an incentive to misstate
the realised gains/(losses).
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 change in unrealised gains/(losses)
by performing a walkthrough.
We performed a review and recalculation to confirm that the
Company’s accounting policy in relation to realised and change
in unrealised gains/(losses) on unquoted investments was
correctly applied with the Annual Report and Accounts and
we validated that the policy is in compliance with IFRS 9.
To validate the inputs into the manual calculation:
• we recalculated the change in 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 carrying values used in the realised gains/(losses)
calculation for a sample of investments to independently
obtained capital account statements.
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 of investments.
The results of our
procedures are:
We identified no material
misstatements in relation
to the risk of inaccurate
recognition of realised
gains/(losses) and change
in unrealised gains/(losses)
on unquoted investments.
58 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
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 £13.32m (2024: £12.59m), which is 1% (2024: 1%) of net assets. We believe that net
assets provides us with materiality aligned to the key measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our judgement was
that performance materiality was 75% (2024: 75%) of our planning materiality, namely £10.0m (2024: £9.4m). We have set performance
materiality at this percentage due to reduction of corrected and uncorrected misstatements noted in the prior year audit which indicated
a lower risk and likelihood of misstatements.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.7m (2024: £0.6m), which
is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other
relevant qualitative considerations in forming our opinion.
OTHER INFORMATION
The other information comprises the information included in the annual report other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited
by us; or
• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 59
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by
the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 37;
• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period
is appropriate set out on page 37;
• Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets
its liabilities set out on page 37;
• Directors’ statement on fair, balanced and understandable set out on page 53;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 53;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out
on page 53; and
• the section describing the work of the audit committee set out on page 52.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities Statement set out on page 54, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the
most significant are those that relate to the reporting framework (UK adopted international accounting standards, the Companies Act
2006, the Listing Rules, the UK Corporate Governance Code, Section 1158 of the Corporation Tax Act 2010, The Companies
(Miscellaneous Reporting) Regulations 2018, and The Statement of Recommended Practice for the Financial Statements of Investment
Trust Companies as issued by the Association of Investment Companies).
• We understood how the Company is complying with those frameworks through discussions with members of the Manager and the
Non-Executive Directors including the Chairman of the Audit Committee, in addition to our review of board minutes, committee
minutes, and papers provided to the Audit Committee.
• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur
by considering the key risks impacting the financial statements. We identified fraud and management override risks in relation to
the inaccurate recognition of realised gains/(losses) and change in unrealised gains/(losses) on unquoted investments. Our audit
procedures stated above in the ‘Key audit matters’ section of this auditor’s report were performed to address this identified fraud risk.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures
involved review of the reporting to the directors with respect to the application of the documented policies and procedures and review of
the financial statements to ensure compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
60 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
• Following the recommendation from the audit committee, we were appointed by the Company on 27 June 2019 to audit the financial
statements for the year ending 31 January 2025 and subsequent financial periods.
• The period of total uninterrupted engagement including previous renewals and reappointments is 6 years, covering the years ending
31 January 2020 to 31 January 2025.
• The audit opinion is consistent with the additional report to the audit committee.
USE OF OUR REPORT
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Denise Davidson
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP
Statutory Auditor
London
7 May 2025
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 61
INCOME STATEMENT
Investment returns
Income, gains and losses on investments 2,10 1,060 134,156 135,216 2,365 39,369 41,734
Deposit interest 2 48 — 48 405 — 405
Other income 2 5 — 5 104 — 104
Foreign exchange gains and losses — (729) (729) — 1,193 1,193
1,113 133,427 134,540 2,874 40,562 43,436
Expenses
Investment management charges 3 (1,618) (14,558) (16,175) (1,615) (14,533) (16,148)
Other expenses including finance costs 4 (2,439) (8,417) (10,856) (2,520) (7,402) (9,922)
(4,057) (22,975) (27,031) (4,135) (21,935) (26,070)
Profit/(loss) before tax (2,943) 110,453 107,510 (1,261) 18,627 17,366
Taxation 6 — — — —
Profit/(loss) for the period (2,943) 110,453 107,510 (1,261) 18,627 17,366
Attributable to:
Equity shareholders (2,943) 110,453 107,510 (1,261) 18,627 17,366
Basic and diluted earnings per share 7 163.95p 25.63p
Year to 31 January 2025 Year to 31 January 2024
Notes
Revenue
return
£’000
Capital return
£’000
Total
£’000
Revenue
return
£’000
Capital return
£’000
Total
£’000
The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’
and ‘Capital return’ are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income.
All profits are from continuing operations.
The notes on pages 66 to 83 form an integral part of the financial statements.
62 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
BALANCE SHEET
Non-current assets
Investments held at fair value 9,10,17 1,469,549 1,296,382
Current assets
Cash and cash equivalents 11 3,927 9,722
Prepayments and receivables 12 2,018 2,258
5,945 11,980
Current liabilities
Borrowings
(131,931) (20,000)
Payables 13
(11,171) (5,139)
Net current assets / (liabilities) (137,157) (13,159)
Total assets less current liabilities 1,332,392 1,283,223
Capital and reserves
Share capital 14 7,292 7,292
Capital redemption reserve 2,112 2,112
Share premium 12,936 12,936
Capital reserve 1,315,727 1,279,751
Revenue reserve
(5,675) (2,733)
Total equity
1,332,392 1,283,223
Net Asset Value per Share (basic and diluted) 15 2072.9p 1909.4p
Notes
31 January
2025
£’000
31 January
2024
£’000
The notes on pages 66 to 83 form an integral part of the financial statements.
The financial statements on pages 62 to 83 were approved by the Board of Directors on 7 May 2025 and signed on its behalf by:
Jane Tufnell Alastair Bruce
Director Director
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 63
CASH FLOW STATEMENT
Operating activities
Sale of portfolio investments 19,966 40,611
Purchase of portfolio investments (34,144) (25,162)
Cash flow to subsidiaries' investments (152,174) (116,084)
Cash flow from subsidiaries' investments 125,769 195,300
Interest income received from portfolio investments 494 1,695
Dividend income received from portfolio investments 547 779
Other income received 53 509
Investment management charges paid (16,021) (15,647)
Other expenses paid (1,881) (2,596)
Net cash inflow/(outflow) from operating activities (57,391) 79,405
Financing activities
Bank facility fee paid (2,011) (3,970)
Interest paid (545) (5,571)
Credit Facility utilised 139,761 128,109
Credit Facility repaid (27,831) (174,954)
Purchase of shares into treasury (35,851) (13,068)
Equity dividends paid 8 (22,308) (21,694)
Net cash (outflow)/inflow from financing activities 51,215 (91,148)
Net decrease in cash and cash equivalents (6,176) (11,743)
Cash and cash equivalents at beginning of year 11 9,722 20,694
Net decrease in cash and cash equivalents (6,176) (11,743)
Effect of changes in foreign exchange rates 381 771
Cash and cash equivalents at end of period 11 3,927 9,722
Notes
Year to
31 January
2025
£’000
Year to
31January
2024
£’000
The notes on pages 66 to 83 form an integral part of the financial statements.
64 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
STATEMENT OF CHANGES IN EQUITY
Opening balance at 1 February 2024 7,292 2,112 12,936 473,015 790,602 (2,733) 1,283,223
Profit for the period and total comprehensive income — — — (6,033) 116,485 (2,942) 107,510
Capital distribution by subsidiary
2
— — — — — — —
Dividends paid — — — (22,308) — — (22,308)
Purchase of shares into treasury — — — (36,033) — — (36,033)
Closing balance at 31 January 2025 7,292 2,112 12,936 408,641 907,087 (5,675) 1,332,392
Share capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Realised
capital
reserve
1
£’000
Unrealised
capital
reserve
£’000
Revenue
reserve
1
£’000
Total
shareholders’
equity
£’000
Opening balance at 1 February 2023 7,292 2,112 12,936 468,054 811,698 (1,473) 1,300,619
Profit for the period and total comprehensive income — — — 31,032 (12,405) (1,261) 17,366
Capital distribution by subsidiary
2
— — — 8,691 (8,691) — —
Dividends paid — — — (21,694) — — (21,694)
Purchase of shares into treasury — — — (13,068) — — (13,068)
Closing balance at 31 January 24 7,292 2,112 12,936 473,015 790,602 (2,734) 1,283,223
Share capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Realised
capital
reserve
1
£’000
Unrealised
capital
reserve
£’000
Revenue
reserve
1
£’000
Total
shareholders’
equity
£’000
1 Distributable reserves.
2 During the prior reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m to the Company.
The notes on pages 66 to 83 form an integral part of the financial statements.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 65
NOTES TO THE FINANCIAL STATEMENTS
1 ACCOUNTING POLICIES
General information
These financial statements relate to ICG Enterprise Trust Plc (‘the Company’). ICG Enterprise Trust Plc is registered in England and
Wales and is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession
House, 55 Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies
managed by leading private equity managers.
(a) Basis of preparation
The financial information for the year ended 31 January 2025 has been prepared in accordance with UK-adopted International
Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association
of Investment Companies in July 2022.
UK-IAS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS
Interpretations Committee.
These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for
the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going
concern basis continues to be appropriate; the directors’ assessment is further detailed in the Report of the Directors on page 45.
Going concern
In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial
position and prospects of the Company. The Company’s business activities, together with factors likely to affect its future development,
performance, position and cash flows, are set out in the Chair’s statement on page 4, and the Manager’s review on page 14.
As part of this review, the Board assessed the potential impact of principal risks on the Company’s business activities, the Company’s cash
position, the availability of the Company’s credit facility and compliance with its covenants, and the Company’s cash flow projections.
Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall
due until, at least, 31 May 2026, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate
to continue to adopt the going concern basis of preparation of the Company’s financial statements.
Climate change
In preparing the financial statements, the directors have considered the impact of climate change, particularly in the context of the
climate change risks identified in the Principal risks and uncertainties section of the Strategic Report, and the impact of climate change
risk on the valuation of investments.
These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were
they expected to have a significant impact on the Company’s going concern or viability.
Accounting policies
The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current
and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income
statement between items of revenue and capital nature has been presented alongside the income statement. In analysing total income
between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows:
Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified
as held at fair value through profit or loss should be shown in the capital column of the income statement.
Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown
in the revenue column of the income statement.
The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the
income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital
in accordance with the Board’s expected long-term split of returns, and other expenses should be charged to capital only to the extent
that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.
The accounting policy regarding the allocation of expenses is set out in note 1(i).
In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:
(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;
(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and
(c) it measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair
value through profit and loss.
66 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
(b) Financial assets
The Company classifies its financial assets in the following categories: at fair value through profit or loss; and at amortised cost.
The classification depends on the purpose for which the financial assets were acquired. The classification of financial assets is
determined at initial recognition.
Financial assets at fair value through profit or loss
The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets
are measured at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in note 1(c).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive
contractual cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method.
The Company’s financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet.
(c) Investments
Investments comprise fund investments and portfolio company investments held by the Company directly, together with the fair
value of the Company’s interest in controlled structured entities (see note 9) which themselves invest in fund investments and portfolio
company investments.
All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements
as investments held at fair value) and are measured at subsequent reporting dates at fair value. All investments are fair valued in line with
IFRS 13 ‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture
Capital (‘IPEV’) valuation guidelines. Changes in the value of all investments held at fair value, which include returns on those investments
such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in
accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries
and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially
differ from those disclosed in note 17.
Unquoted investments
Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted
investments as determined by the third-party investment manager of those funds. The third-party investment manager performs periodic
valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to
determine enterprise value in line with IPEV guidelines. In the absence of contrary information, these net asset valuations received from
the third-party investment managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination
of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee
to determine the capability and track record of the investment manager. All investment managers are scrutinised by the Investment
Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of
scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value.
Adjustments may be made to the net asset values provided or an alternative valuation method may be adopted if deemed to be more
appropriate. The most common reason for adjustments to the value provided by an underlying manager is to take account of events
occurring between the date of the manager’s valuation and the reporting date, for example, subsequent cash flows or notification of
an agreed sale.
Subsidiary undertakings
The investments in the controlled structured entities (‘subsidiaries’) are recognised at fair value through profit and loss.
The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive
Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its executives and, in respect of certain historic investments,
the executives and connected parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’),
are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance
hurdles are met. These arrangements are discussed further in the Report of the Directors on page 45. At 31 January 2025, the accrual
was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date.
Associates
The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that
may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company
does not exert control or significant influence over the activities of these companies/structured entities as they are managed by other
third parties.
(d) Prepayments and receivables
Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will
be amortised over the life of the facility on a straight-line basis.
(e) Payables
Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 67
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 ACCOUNTING POLICIES CONTINUED
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less.
(g) Dividend distributions
Dividend distributions to shareholders are recognised in the period in which they are paid.
(h) Income
When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised
on a time apportionment basis.
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares
where no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established.
UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax. Income
distributions from funds are recognised when the right to distributions is established.
(i) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent
with the SORP, with the following exceptions:
• Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column.
• The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Expenses are allocated
90% to the capital column and 10% to the revenue column, reflecting the Company’s current and future return profile. Other expenses
are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments can
be demonstrated.
• All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)).
(j) Taxation
Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation
on capital gains.
Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect
of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates.
Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not
recognised in respect of tax losses carried forward to future periods.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised.
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
(k) Foreign currency translation
The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the
Company operates.
Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each
balance sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance
sheet date.
Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at
fair value in the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within
foreign exchange gains and losses in the income statement.
(l) Revenue and capital reserves
The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital
return component of total income is taken to the capital reserve within the statement of changes in equity.
Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken
to the realised capital reserve (see note 1(i)). Changes in the valuations of investments which are held at the year end and unrealised
exchange differences are accounted for in the unrealised capital reserve.
Net gains on the realisation of investments in the controlled structured entities (see note 9) are transferred to the Company by way
of profit distributions.
The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and
share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation.
68 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
(m) Treasury shares
Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled.
(n) Critical estimates and assumptions
Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience
and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition,
seldom equal the related actual results.
In preparing the financial statements, the directors have considered the impact of climate change on the key estimates within the
financialstatements.
The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and
liabilities in the next financial year relate to the valuation of unquoted investments. Unquoted investments are primarily the Company’s
investments in unlisted funds, managed by third-party investment fund managers and ICG. As such there is significant estimation in the
valuation of the unlisted fund at a point in time. Note 1(c) sets out the accounting policy for unquoted investments. The carrying amount
of unquoted investments at the year end is disclosed within note 10.
(o) Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker who is responsible for allocating resources and assessing performance of the segments has been
identified as the Board. It is considered that the Company’s operations comprise a single operating segment.
2 INVESTMENT RETURNS
Income from investments
Overseas interest and dividends 1,060 2,365
1,060 2,365
Deposit interest on cash 48 405
Other 5 104
53 509
Total income 1,113 2,874
Analysis of income from investments
Unquoted 1,060 2,365
1,060 2,365
Year ended Year ended
31 January
2025
31 January
2024
£’000 £’000
3 INVESTMENT MANAGEMENT CHARGES
Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2024: 1.25%) of the average net assets in the year.
The reduction in the fee is due to the application of the cap (see page 45).
From 1 February 2023 the management fee is subject to a cap of 1.25% of net asset value.
The amounts charged during the year are set out below:
£’000 £’000 £’000 £’000 £’000 £’000
Investment management charge 1,617 14,558 16,175 1,615 14,533 16,148
Year ended 31 January 2025 Year ended 31 January 2024
Revenue Capital Total Revenue Capital Total
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 69
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 INVESTMENT MANAGEMENT CHARGES CONTINUED
The Company and its subsidiaries also incur management fees in respect of its investment in funds managed by members of ICG
on an arms-length basis.
ICG Europe VIII 434
467
ICG Strategic Equity V 353
131
ICG Strategic Equity IV 340
593
ICG LP Secondaries Fund I LP 325
55
ICG Europe VII 238
257
ICG Strategic Equity III 238
183
ICG Europe Mid-Market II 95
87
ICG Augusta Partners Co-Investor II 89
91
ICG Europe Mid-Market 87
120
ICG North American Private Debt II 68
74
ICG Strategic Secondaries II 36
74
ICG Europe VI 23
41
ICG Asia Pacific III 15
30
ICG Recovery Fund 2008B 3
31
ICG Europe V 2
1
2,346 2,235
Year ended
Year ended
31 January 2025
31 January 2024
£’000 £’000
4 OTHER EXPENSES
The Company did not employ any staff in the year to 31 January 2025 (2024: none).
Directors’ fees (see note 5) 340 316
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 170 239
Fees payable to the Company’s auditor and its associates for other services:
- Audit of the accounts of the subsidiaries 108 139
- Audit-related assurance services 71 53
Total auditors’ remuneration 349 431
Administrative expenses 811 1,021
1,500 1,768
Bank facility costs allocated to revenue 277 258
Interest costs allocated to revenue 661 493
Expenses allocated to revenue 2,438 2,519
Bank facility costs allocated to capital 8,417 7,403
Total other expenses 10,855 9,922
Year ended
Year ended
31 January 2025 31 January 2024
£’000 £’000 £’000 £’000
1 The auditors of the Company have additionally provided £16k (2024: £14k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical
Standards. The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been charged to the Manager of the Company.
Included within Total other expenses above are £9.4m (2024: £8.2m) of costs related to financing and £(0.2)m (credit) (2024: £0.2m)
of other expenses which are non-recurring and are excluded from the Ongoing Charges as detailed in the glossary on page 88.
Professional fees of £0.2m (2024: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on
investments held at fair value.
70 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
5 DIRECTORS’ REMUNERATION AND INTERESTS
The fees paid by the Company to the directors and the directors’ interests in the share capital of the Company are shown in the Directors’
Remuneration Report on page 48. No income was received or receivable by the directors from any other subsidiary of the Company.
6 TAXATION
In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, principally due to the
Company’s status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other
items affecting the tax charge are shown in note 6(b) below.
The UK's main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. A blended rate of 24% was applied for
the year ended 31 January 2024, calculated by the number of days within the accounting period spanning the rate change. A corporation
tax rate of 25% was applied for the year ended 31 January 2025.
a) Analysis of charge in the year
Tax credit on items allocated to revenue — —
Tax charge on items relating to prior years — —
Corporation tax — —
b) Factors affecting tax charge for the year
Profit on ordinary activities before tax 107,510 17,367
Profit before tax multiplied by rate of corporation tax in the UK of 25% (2024: 24%) 26,790 4,168
Effect of:
– net investment returns not subject to corporation tax (33,357) (9,735)
– dividends not subject to corporation tax (52) (187)
– expenses not deductible for tax purposes 1,353 —
– taxable allocation of income and expenses from partnerships 489 5,754
– current year management expenses not utilised/(utilised) 4,777 —
Total tax charge — —
Year ended
Year ended
31 January
2025
31 January
2024
£’000 £’000
The Company has £70.0m excess management expenses carried forward (2024: £53.5m). No deferred tax assets or liabilities (2024: 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 (2024: nil).
7 EARNINGS PER SHARE
Year ended
Year ended
31 January
2025
31 January
2024
Revenue return per ordinary share (4.49p) (1.86p)
Capital return per ordinary share 168.38p 27.49p
Earnings per ordinary share (basic and diluted) 163.95p 25.63p
Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.9)m
(2024: £(1.3)m) by the weighted average number of ordinary shares outstanding during the year.
Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £102.4m
(2024: £18.6m) 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
£99.5m (2024: £17.4m) 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 65,569,285
(2024: 67,761,359). There were no potentially dilutive shares, such as options or warrants, in either year.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 71
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8 DIVIDENDS
Year ended
Year ended
31 January
2025
31 January
2024
£’000 £’000
Third quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 6.0p) 5,345 4,781
Final dividend in respect of year ended 31 January 2024: 9p per share (2023: 9.0p) 5,894 6,105
First quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,557 5,415
Second quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,512 5,393
Total 22,308 21,694
The Company paid a third quarterly dividend of 8.5p per share in February 2025. The Board has proposed a final dividend of 10.5p per share
(estimated cost £6.7m) in respect of the year ended 31 January 2025 which, if approved by shareholders, will be paid on 18 July 2025 to
shareholders on the Register of Members at the close of business on 04 July 2025.
9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES
Subsidiary undertakings (controlled structured entities)
Subsidiaries of the Company as at 31 January 2025 comprise the following controlled structured entities, which are registered in England
and Wales. Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries.
Direct subsidiaries
Ownership
interest 2025
Ownership
interest 2024
ICG Enterprise Trust Limited Partnership 97.5% 97.5%
ICG Enterprise Trust (2) Limited Partnership 97.5% 97.5%
ICG Enterprise Trust Co-investment Limited Partnership 99.0% 99.0%
Indirect subsidiaries
Ownership
interest 2025
Ownership
interest 2024
ICG Enterprise Holdings LP 99.5%
99.5%
ICG Morse Partnership LP 99.5%
99.5%
ICG Lewis Partnership LP 99.5%
99.5%
In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value.
The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives and in respect
of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment
Incentive Scheme. As at 31 January 2025 a total of £53.9m (2024: £54.4m) was accrued in respect of these interests. During the year the
Co-investors invested £1.0m (2024: £0.7m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co-
investors amounted to £10.8m or 7.1% of £150.8m of Total Proceeds received in the year (2024: £5.4m or 2.3% of £238.6m proceeds
received). See the Report of the Directors on page 46 for further details of the operation of the scheme.
Unconsolidated structured entities
The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made
and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.
The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital
appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant
manager, who will typically draw down the amount committed by the limited partners over a period of four to six years (see note 16).
The table below disaggregates the Company’s interests in unconsolidated structured entities. The table presents for each category
the related balances and the maximum exposure to loss.
Unquoted
investments
£'000
Co-investment
Incentive Scheme
accrual
£'000
Maximum loss
exposure
£'000
As at 31 January 2025 1,523,459 (53,910) 1,469,549
As at 31 January 2024 1,350,821 (54,439) 1,296,382
Further details of the Company’s investment Portfolio are included in the Other information section on page 85.
72 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
10 INVESTMENTS
The tables below analyse the movement in the carrying value of the Company’s investment assets in the year. In accordance with
accounting standards, subsidiary undertakings of the Company are reported at fair value rather than on a ‘look-through’ basis.
An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has returned at least the amount
invested by the Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains
and losses in respect of fund investments that have not satisfied the above criteria are presented as unrealised.
Direct Investments are considered to generate realised gains or losses when they are sold.
Investments are held by both the Company and through its subsidiaries.
Quoted Unquoted
Subsidiary
undertakings Total
£’000 £’000 £’000 £’000
Cost at 1 February 2024 — 179,528 300,114 479,642
Unrealised appreciation at 1 February 2024 — 80,768 735,972 816,740
Valuation at 1 February 2024 — 260,296 1,036,086 1,296,382
Movements in the year:
Purchases — 34,144 151,292 185,436
Sales
– capital proceeds (20,214) (125,769) (145,983)
– realised gains/(losses) based on carrying value at previous balance sheet date 1,530 1,530
Movement in unrealised appreciation 29,473 102,711 132,184
Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549
Cost at 31 January 2025 — 193,458 325,637 519,095
Unrealised appreciation/ (depreciation) at 31 January 2025 — 111,771 838,683 950,454
Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549
Quoted Unquoted
Subsidiary
undertakings Total
£’000 £’000 £’000 £’000
Cost at 1 February 2023 — 195,104 378,426 573,530
Unrealised appreciation at 1 February 2023 — 74,074 701,471 775,545
Valuation at 1 February 2023 — 269,178 1,079,897 1,349,075
Movements in the year:
Purchases — 25,181 116,988 142,169
Sales
– capital proceeds (40,757) (195,300) (236,057)
– realised gains/(losses) based on carrying value at previous balance sheet date (1,044) (1,044)
Movement in unrealised appreciation 7,739 34,500 42,239
Valuation at 31 January 2023 — 260,296 1,036,086 1,296,382
Cost at 31 January 2024 — 179,528 300,114 479,642
Unrealised appreciation/ (depreciation) at 31 January 2024 — 80,768 735,972 816,740
Valuation at 31 January 2024 — 260,296 1,036,086 1,296,382
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 73
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
10 INVESTMENTS CONTINUED
31 January
2025
31 January
2024
£’000 £’000
Realised gains/loss based on cost 1,530 (1,044)
Amounts recognised as unrealised in previous years — —
Realised gains based on carrying values at previous balance sheet date 1,530 (1,044)
Increase in unrealised appreciation 132,184 42,239
Gains on investments 133,714 41,195
‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out
on page 73. These gains are adjusted for amounts previously reported as unrealised (and included within the fair value at the previous
balance sheet date) to determine the ‘Realised gains based on carrying values at previous balance sheet date’.
Gains on investments includes the ‘Realised gains based on carrying values at previous balance sheet date’ together with the net fair
value movement on the balance of the investee funds.
Related undertakings
At 31 January 2025, the Company held direct and indirect interests in six limited partnership subsidiaries. These interests, net of the
incentive accrual as described in note 9, were:
Investment
31 January
2025
%
31 January
2024
%
ICG Enterprise Trust Limited Partnership 99.9% 99.9%
ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5%
ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0%
ICG Enterprise Holdings LP 99.5% 99.5%
ICG Morse Partnership LP 99.5% 99.5%
ICG Lewis Partnership LP 99.5% 99.5%
The registered address and principal place of business of the subsidiary partnerships is Procession House, 55 Ludgate Hill, London, EC4M 7JW.
In addition, the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These
investments are not considered subsidiaries or associates as the Company does not exert control or have significant influence over the
activities of these companies/partnerships.
As at 31 January 2025
Investment Instrument % interest
1
Graphite Capital Partners VII Top Up Plus
2
Limited partnership interests 20.0%
Graphite Capital Partners VIII Top Up
2
Limited partnership interests 41.1%
ICG Velocity
3
Limited partnership interests 32.5%
As at 31 January 2024
Investment Instrument % interest
1
Graphite Capital Partners VII Top Up Plus
2
Limited partnership interests 20.0%
Graphite Capital Partners VIII Top Up
2
Limited partnership interests 41.1%
ICG Velocity
3
Limited partnership interests 32.5%
1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the
proportion of total shares in issue.
2 Address of principal place of business is 7 Air Street, Soho, London W1B 5AD.
3 Address of principal place of business is Procession House, 55 Ludgate Hill, London EC4M 7JW.
74 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
11 CASH AND CASH EQUIVALENTS
31 January
2025
31 January
2024
£’000 £’000
Cash at bank and in hand 3,927 9,722
12 PREPAYMENTS AND RECEIVABLES
31 January
2025
31 January
2024
£’000 £’000
Prepayments and accrued income 2,018 2,258
As at 31 January 2025, prepayments and accrued income included £2.0m (2024: £2.3m) of unamortised costs in relation to the bank
facility. Of this amount £0.8m (2024: £0.5m) is expected to be amortised in less than one year.
13 PAYABLES – CURRENT
31 January
2025
31 January
2024
£’000 £’000
Accruals, including facility interest 11,171 5,139
Bank facility drawn 131,931 20,000
Payables 143,102 25,139
Bank facility details are shown in the Liquidity risk section of note 17 on page 79.
14 SHARE CAPITAL
Authorised Issued and fully paid
Nominal Nominal
Equity share capital Number £’000 Number £’000
Balance at 31 January 2025 120,000,000 12,000 72,913,000 7,292
Balance at 31 January 2024 120,000,000 12,000 72,913,000 7,292
All ordinary shares have a nominal value of 10.0p. At 31 January 2025 and 31 January 2024, 72,913,000 shares had been allocated,
called up and fully paid. During the year 2,932,675 shares were bought back in the market and held in treasury (2024: 1,130,708 shares).
At 31 January 2025, the Company held 8,640,808 shares in treasury (2024: 5,708,133) and had 64,272,192 (2024: 67,204,867) shares
outstanding, all of which have equal voting rights.
31 January
2025
31 January
2024
Shares held in treasury 8,640,808 5,708,133
Shares not held in treasury 64,272,192 67,204,867
Total 72,913,000 72,913,000
15 NET ASSET VALUE PER SHARE
The net asset value per share is calculated on equity attributable to equity holders of £1,332.4m (2024: £1,283.2m) and on 64,272,192
(2024: 67,204,867) 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 2,072.9p (2024: 1,909.4p).
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 75
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16 CAPITAL COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments:
ICG LP Secondaries Fund I LP 41,146 34,811
ICG Strategic Equity V
2
36,868 19,704
ICG Europe Mid-Market Fund II
1
19,245 21,316
ICG Augusta Partners Co-Investor
2
17,775 17,365
ICG Strategic Secondaries Fund II
2
16,938 16,547
ICG Europe VIII
1
14,339 25,901
ICG Ludgate Hill (Feeder B) SCSp
1
13,591 13,860
ICG Strategic Equity Fund III
2
11,201 10,942
ICG MXV Co-Investment 8,361 —
ICG Strategic Equity IV
2
7,055 10,385
ICG Europe VII
1
6,082 6,541
ICG Ludgate Hill (Feeder) IIIA Porsche SCSp
2
5,691 4,652
ICG Europe Mid-Market Fund
1
5,524 5,476
ICG Ludgate Hill (Feeder) II Boston SCSp
2
5,392 5,267
ICG Asia Pacific Fund III
2
2,523 2,634
ICG Europe VI
1
4,013 4,311
ICG North American Private Debt Fund II
2
2,097 1,682
ICG Colombe Co-investment
1
1,811 2,378
ICG Dallas Co-Investment
2
1,240 1,280
Commitments of less than £1,000,000 at 31 January 2025 5,746 5,991
Total ICG 226,638 211,043
Graphite Capital Partners IX 2,281 4,525
Graphite Capital Partners VIII
1
4,124 2,194
Graphite Capital Partners VII
1,2
456 456
Total Graphite funds 6,861 7,175
31 January
2025
£’000
31 January
2024
£’000
1 Includes interest acquired through a secondary fund purchase.
2 Includes the associated Top Up funds.
76 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
Leeds VIII-A 16,135 —
Bowmark VII 15,000 15,000
New Mountain VII 14,299 15,763
PAI Europe VIII 12,356 20,900
Thoma Bravo XVI-A 12,101 —
Investindustrial VIII 12,009 —
Cinven VIII 11,748 12,789
CVC IX A 10,546 12,789
Bain VI 9,939 11,319
CDR XII 8,908 11,822
The Resolute Fund VI 8,577 11,822
Hellman Friedman XI (Parallel) 8,067 7,881
Advent International X-A 8,039 10,849
Bregal Unternehmerkapital IV-A 7,762 8,526
Green Equity Investors Side IX 7,618 15,611
Permira VIII 7,618 9,356
Genstar Capital Partners XI (EU) 7,455 7,850
Apax XI EUR 6,860 8,383
Gridiron V 6,578 9,008
Oak Hill VI (Offshore) 5,034 —
Investindustrial VII 4,895 4,219
Audax Private Equity VII-B 4,546 5,830
Integrum I 4,052 5,715
American Securities IX 4,034 —
Thomas H Lee Equity Fund IX 3,998 6,762
PAI Mid-Market Fund 3,764 4,963
BC XI 3,710 4,900
Bowmark VI 3,357 1,357
Hg Genesis X 3,326 3,469
Ivanti 2,979 2,910
Valeas Capital Partners I A 2,973 —
CVC VII 2,944 —
PAI VII 2,430 2,872
GHO Capital III 2,257 2,617
Bain XIII 2,247 2,739
Audiotonix 2,243 —
Bain Tech Opportunities II 2,239 2,276
Tailwind III 2,203 1,517
Ambassador Theatre Group 2,056 2,049
Commitments of less than £2,000,000 at 31 January 2025 62,785 36,908
Total third party 319,687 333,747
Total commitments 553,186 551,965
31 January
2025
£’000
31 January
2024
£’000
The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and
its subsidiaries are irrevocable.
As at 31 January 2025, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £114.3m
(2024: £98.1m). The Company did not have any contingent liabilities at 31 January 2025 (2024: none).
The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio
of £438.9m (2024: £453.9m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9).
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 77
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts its affairs so as to qualify
as an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010 (‘Section 1158’). The Company’s objective
is to provide long-term growth by investing in private companies managed by leading private equity managers.
Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with an anticipated holding period
of between three and five years.
Financial risk management
The Company’s activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk),
investment risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Board has overall
responsibility for managing the risks and the framework for monitoring and co-ordinating these risks. The Audit Committee regularly
reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company’s
management functions are delegated to the Manager which has its own internal control and risk monitoring arrangements. The
Committee makes a regular assessment of these arrangements, with reference to the Company’s risk matrix. The Company’s financial
risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are
set out below:
Market risk
(i) Currency risk
The Company’s investments are principally in continental Europe, the US and the UK, and are primarily denominated in euro, US dollars
and sterling. There are also smaller amounts in other European currencies. The Company’s investments in controlled structured entities
are reported in sterling. The Company is exposed to currency risk in that movements in the value of sterling against these foreign
currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of
foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy
or sell currency or put in place currency hedging arrangements. No hedging arrangements were in place during the financial year.
The composition of the net assets of the Company by reporting currency at the year end is set out below:
Sterling Euro USD Other Total
31 January 2025 £’000 £’000 £’000 £’000 £’000
Investments 1,201,166 81,755 186,623 5 1,469,549
Cash and cash equivalents and other net current assets (139,168) 1,385 618 8 (137,157)
1,061,998 83,140 187,241 13 1,332,392
Sterling Euro USD Other Total
31 January 2024 £’000 £’000 £’000 £’000 £’000
Investments 1,068,115 81,164 146,881 222 1,296,382
Cash and cash equivalents and other net current assets (21,553) 4,504 3,878 12 (13,159)
1,046,562 85,668 150,759 234 1,283,223
On a look-through basis to the currency of the portfolio company, the effect of a 25% increase or decrease in the sterling value of the
euro would be a fall of £71.3m and a rise of £65.1m in the value of shareholders’ equity and on profit after tax at 31 January 2025
respectively (2024: a fall of £74m and a rise of £56.1m 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 £158m and a rise of £152.1m in the value of shareholders’ equity and on profit after
tax at 31 January 2025 respectively (2024: a fall of £141.9m and a rise of £124.4m based on 25% movement). The percentages applied
are based on market volatility in exchange rates observed in prior periods.
(ii) Interest rate risk
The Company’s assets primarily comprise non-interest bearing investments in funds and non-interest bearing investments in portfolio
companies. The fair values of these investments are not significantly directly affected by changes in interest rates. The Company’s net
debt balance is exposed to interest rate risk; the financial impact of this risk is currently immaterial.
The Company is indirectly exposed to interest rate risk through the impact of interest rates on the performance of investments in funds
and portfolio companies as a result of interest rate changes impacting the underlying manager valuation. This performance impact as a
result of interest rate risk is recognised through the valuation of those investments, which will be affected by the impact of any change in
interest rates on the financial performance of the underlying portfolio companies and also on any valuation of those investments for sale.
The Company is not able to quantify how a change in interest rates would impact valuations.
78 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
(iii) Price risk
The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the
Company’s objective, which is to provide long-term capital growth through investment in unquoted companies. The investment
Portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective.
The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to
be the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment Portfolio. The percentages
applied are reasonable based on the Manager’s view of the potential for volatility in the Portfolio valuations under stressed conditions.
31 January 2025 31 January 2024
Increase in
variable
Decrease in
variable
Increase in
variable
Decrease in
variable
£’000 £’000 £’000 £’000
30% (2023: 30%) movement in the price of investments
Impact on profit after tax 423,339 (370,568) 374,044 (320,217)
A reasonably possible percentage change in relation to the earnings estimates or Enterprise Value/EBITDA multiples used by the
underlying managers to value the private equity fund investments and co-investments may result in a significant change in fair value
of unquoted investments.
Investment and credit risk
(i) Investment risk
Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates,
thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are, by their nature,
subject to potential investment losses. The investment Portfolio is highly diversified in order to mitigate this risk.
(ii) Credit risk
The Company’s exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority
of its liquid portfolio in assets which have low credit risk. The Company’s policy is to limit exposure to any one investment to 15% of gross
assets. This is regularly monitored by the Manager as a part of its cash management process.
Cash is held on deposit with Royal Bank of Scotland (‘RBS’) and totalled £3.9m (2024: £9.7m). RBS currently has a credit rating of A1 from
Moody’s. This represented the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect
of these amounts. None of the Company’s cash deposits or money market fund balances were past due or impaired at 31 January 2025
(2024: nil) and as a result of this, no ECL provision has been recorded.
Liquidity risk
The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted
companies. These commitments are in excess of the Company’s total liquidity, therefore resulting in an overcommitment. When
determining the appropriate level of overcommitment, the Board considers the rate at which commitments might be drawn down,
typically over four to six years, versus the rate at which existing investments are sold and cash realised. The Company has an
established liquidity management policy, which involves active monitoring and assessment of the Company’s liquidity position and its
overcommitment risk. This is regularly reviewed by the Board and incorporated into the Board’s assessment of the viability of the
Company, as detailed on page 37 of the Strategic Report. This process incorporates balance sheet and cash flow projections, including
scenarios with varying levels of Portfolio gains and losses, fund drawdowns and realisations, availability of the credit facility, exchange
rates, and possible remedial action that the Company could undertake if required in the event of significant Portfolio declines.
At the year end, the Company had cash and cash equivalents totalling £3.9m and had access to committed bank facilities of £251m
maturing in May 2028, which is a multi-currency revolving credit facility provided by SMBC and Lloyds. The key terms of the facility are:
• Upfront cost: 120bps.
• Non-utilisation fees: 115bps per annum.
• Margin on drawn amounts: 300bps per annum.
As at 31 January 2025 the Company’s total financial liabilities amounted to £143.1m (2024: £25.1m) of payables which were due in less
than one year, which includes accrued balances payable in respect of the credit facility above.
Movement in financial liabilities arising from financing activities
The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.
31 January
2025
31 January
2024
£’000 £’000
At 1 February
22,062 67,700
Proceeds from borrowings
139,762 128,109
Repayment of long term borrowings
(27,831) (174,954)
Change in capitalisation of bank facility fees
782 1,206
At 31 January
134,775 22,061
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 79
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Capital risk management
The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective. As at the year
end, the Company had net debt of £135.9m (2024: £10.3m).
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 31January 2024, the composition of which is shown on the balance sheet, was £1,332.4m (2024: £1,283.2m).
Fair values estimation
IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value
measurement hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The valuation techniques applied to level 3 assets are described in note 1(c) of the financial statements. No investments were categorised
as level 1 or level 2.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when
they are deemed to occur.
The sensitivity of the Company’s investments to a change in value is discussed on page 79.
The following table presents the assets that are measured at fair value at 31 January 2025 and 31 January 2024:
31 January 2025
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments held at fair value
Unquoted investments – indirect — — 150,987 150,987
Unquoted investments – direct — — 154,242 154,242
Quoted investments – direct — — — —
Subsidiary undertakings — — 1,164,320 1,164,320
Total investments held at fair value — — 1,469,549 1,469,549
31 January 2024
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments held at fair value
Unquoted investments – indirect — — 136,473 136,473
Unquoted investments – direct — — 123,823 123,823
Quoted investments – direct — — — —
Subsidiary undertakings — — 1,036,085 1,036,085
Total investments held at fair value — — 1,296,381 1,296,381
All investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at 31January 2025
(2024: Nil); quoted investments held by subsidiary undertakings are reported within Level 3.
Investments in Level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and
are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take
account of cash flow events occurring after the date of the manager’s valuation, such as realisations or liquidity adjustments.
80 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
The following tables present the changes in Level 3 instruments for the year to 31 January 2025 and 31 January 2024.
31 January 2025
Unquoted investments
(indirect) at fair value
through profit or loss
£’000
Unquoted investments
(direct) at fair value
through profit or loss
£’000
Subsidiary
undertakings
£’000
Total
£’000
Opening balances 136,473 123,823 1,036,086 1,296,382
Additions 18,124 16,020 151,292 185,436
Disposals (16,076) (4,138) (125,769) (145,983)
Gains and losses recognised in profit or loss 14,524 16,479 102,711 133,714
Closing balance 153,045 152,184 1,164,320 1,469,549
31 January 2024
Unquoted investments
(indirect) at fair value
through profit or loss
£’000
Unquoted investments
(direct) at fair value
through profit or loss
£’000
Subsidiary
undertakings
£’000
Total
£’000
Opening balances 158,896 110,282 1,079,897 1,349,075
Additions 14,933 10,248 116,988 142,169
Disposals (37,167) (3,590) (195,300) (236,057)
Gains and losses recognised in profit or loss (188) 6,883 34,500 41,194
Closing balance 136,474 123,823 1,036,085 1,296,381
18 RELATED PARTY TRANSACTIONS
Significant transactions between the Company and its subsidiaries are shown below:
Subsidiary Nature of transaction
Year ended
31 January
2025
£’000
Year ended
31 January
2024
£’000
ICG Enterprise Trust Limited Partnership
Increase in amounts owed to subsidiaries — —
(Decrease) in amounts owed by subsidiaries (8,689) (102)
Income allocated — —
ICG Enterprise Trust (2) Limited Partnership
Increase in amounts owed to subsidiaries (2,956) 11,420
(Decrease) in amounts owed by subsidiaries — —
Income allocated (169) 151
ICG Enterprise Trust Co-investment LP
Increase in amounts owed by subsidiaries 33,229 (10,416)
Income allocated 2,127 6,681
ICG Enterprise Holdings LP
Increase in amounts owed to subsidiaries — (45,725)
Income allocated 4,224 6,819
ICG Morse Partnership LP
Increase in amounts owed by subsidiaries — (14,513)
(Decrease) in amounts owed to subsidiaries — —
Income allocated — —
ICG Lewis Partnership LP
(Decrease) in amounts owed by subsidiaries 687 1,820
Increase in amounts owed by subsidiaries — —
Income allocated — —
ICG Enterprise Trust Limited Partnership transferred its remaining assets to ICG Enterprise Trust PLC during the year ended 31 January 2025.
It will be dissolved during the year ended 31 January 2026 and will cease to be a subsidiary at that time.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 81
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18 RELATED PARTY TRANSACTIONS CONTINUED
For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on page
40. Details of remuneration are disclosed below and in further detail in the Directors’ Remuneration Report on page 48.
Remuneration in the year (audited)
Fees Expenses Total
Name
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
Jane Tufnell 74 71 — 74 71
Alastair Bruce 60 58 — — 60 58
David Warnock 59 46 — 59 46
Gerhard Fusenig 48 46 3 2 51 49
Adiba Ighodaro 48 46 — — 48 46
Janine Nicholls 48 46 — — 48 46
Total 337 313 3 2 340 316
Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share
of drawdowns and distributions in respect of those entities are credited and debited respectively.
Amounts owed by subsidiaries Amounts owed to subsidiaries
Subsidiary
31 January 2025
£’000
31 January 2024
£’000
31 January 2025
£’000
31 January 2024
£’000
ICG Enterprise Trust Limited Partnership — — (492) 8,197
ICG Enterprise Trust (2) Limited Partnership — — 31,372 34,328
ICG Enterprise Trust Co-Investment LP 273,555 240,326 — —
ICG Enterprise Holdings LP — — — —
ICG Morse Partnership LP — — — —
ICG Lewis Partnership LP 8,569 7,881 — —
82 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are:
Year ended 31 January 2025 Year ended 31 January 2024
Fund/Co-investment
Remaining
commitment
£’000
Fair value
investment
£’000
Remaining
commitment
£’000
Fair value
investment
£’000
ICG MXV Co-Investment 8,361 32,728 217 31,658
ICG Strategic Equity Fund III 10,727 31,043 10,942 39,374
ICG Europe VII 6,082 30,721 6,541 35,021
ICG Ludgate Hill (Feeder B) SCSp 13,591 23,814 13,860 24,366
ICG Europe VIII 14,339 23,640 25,901 10,746
ICG Augusta Partners Co-Investor 17,775 20,469 17,365 15,533
ICG Ludgate Hill (Feeder) III A Porsche SCSp 5,691 17,995 4,652 21,104
ICG Newton Co-Investment 393 17,808 393 17,909
ICG Progress Co-Investment 421 17,265 577 15,156
ICG Vanadium Co-Investment 246 16,180 251 14,209
ICG Ludgate Hill (Feeder) II Boston SCSp 5,392 16,030 5,267 14,721
ICG Match Co-Investment 132 15,253 129 15,403
ICG Colombe Co-investment 1,810 13,795 1,678 12,221
ICG Europe Mid-Market Fund 5,524 13,494 5,476 13,819
ICG LP Secondaries Fund I LP 41,146 12,175 34,811 21,980
ICG Cheetah Co-Investment 635 11,123 669 11,570
CX VIII Co-Investment 167 9,076 171 8,996
ICG Asia Pacific Fund III 2,523 8,706 2,634 8,436
ICG Dallas Co-Investment 1,240 8,172 1,280 8,245
ICG Strategic Equity V 36,868 7,101 19,704 895
ICG Strategic Equity IV 7,055 32,851 10,385 28,029
ICG Sunrise Co-Investment 75 5,840 76 5,402
ICG Crown Co-Investment 96 5,492 122 4,817
ICG Recovery Fund 2008 B1 846 4,954 862 4,545
ICG Strategic Secondaries Fund II 16,938 4,853 16,547 10,052
ICG Holiday Co-Investor I 286 3,748 285 2,655
ICG North American Private Debt Fund II 2,097 3,061 1,682 5,467
ICG Europe VI 4,013 2,814 4,311 5,719
ICG Holiday Co-Investor II 199 2,775 197 1,966
ICG Europe Mid-Market II 19,245 1,534 21,316 (263)
ICG Europe V 545 757 555 808
ICG Cross Border 182 273 178 5,555
ICG Diocle Co-Investment 145 81 148 98
ICG Velocity Partners Co-Investor 650 18 635 —
ICG European Fund 2006 B1 480 15 489 28
ICG Topvita Co-Investment 687 — 700 —
ICG Trio Co-Investment 36 — 37 7,988
Ambassador Theatre Group — — — 14,177
ICG EOS Loan Fund I Ltd — — — —
Total 226,638 415,652 211,043 438,410
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
On 2 April 2025, the Company announced the completion of a secondary sale of primary fund interests generating £62m net proceeds
and releasing undrawn commitments of £10m. On 30 April 2025 the Company cancelled its Treasury shares (see note 14). 9,358,808
shares were cancelled.
STR A T EGIC REPO R T
GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 83
30 LARGEST FUND INVESTMENTS (UNAUDITED)
The table below presents the 30 largest fund investments by value at 31 January 2025. The valuations are net of underlying managers’
fees and carried interest.
1 PAI Strategic Partnerships
1
Mid-market and large buyouts 2019 34.6 0.2
2 ICG Strategic Equities Fund IV
GP-led secondary transactions 2021 32.9 7.1
3 ICG Strategic Equities Fund III
GP-led secondary transactions 2018 31.0 11.2
4 ICG Europe VII
Mezzanine and equity
in mid-market buyouts
2018 30.7 6.1
5 CVC European Equity Partners VII
Large buyouts 2017 25.7 2.9
6 PAI Europe VII
Mid-market and large buyouts 2017 24.6 2.4
7 ICG Ludgate Hill (Feeder B) SCSp
Secondary portfolio 2021 23.8 13.6
8 ICG Europe VIII
Mezzanine and equity
in mid-market buyouts
2021 23.6 14.3
9 Gridiron Capital Fund III
Mid-market buyouts 2016 23.4 1.3
10 Resolute IV
Mid-market buyouts 2018 23.0 0.9
11 Gridiron Capital Fund IV
Mid-market buyouts 2019 21.5 0.5
12 ICG Augusta Partners Co-Investor
1
Secondary fund restructurings 2018 20.5 17.8
13 Oak Hill V
Mid-market buyouts 2019 19.9 0.6
14 Seventh Cinven
Large buyouts 2019 19.8 1.8
15 Graphite Capital Partners VIII
2
Mid-market buyouts 2013 19.3 4.1
16 Graphite Capital Partners IX
Mid-market buyouts 2018 18.4 2.3
Fund
Year of
commitment
Value
£m
Outstanding
commitment
£m
17 ICG Ludgate Hill III
Secondary portfolio 2022 18.0 5.7
18 Resolute V
Mid-market buyouts 2021 17.1 1.4
19 Advent Global Private Equity IX
Large buyouts 2019 16.4 0.5
20 ICG Ludgate Hill (Feeder) II Boston SCSp
Secondary portfolio 2022 16.0 5.4
21 New Mountain Partners VI
Mid-market buyouts 2020 14.9 0.5
22 Investindustrial VII
Mid-market buyouts 2019 14.0 4.9
23 ICG Europe Mid-Market Fund
Mezzanine and equity
in mid-market buyouts
2019 13.5 5.5
24 CVC Capital Partners VIII
Large buyouts 2020 13.4 0.5
25 Bowmark Capital Partners VI
Mid-market buyouts 2018 13.1 3.4
26 Tailwind Capital Partners III
Mid-market buyouts 2018 13.1 2.2
27 BC European Capital X
Large buyouts 2016 13.1 1.4
28 Thomas H Lee Equity Fund IX
Mid-market and large buyouts 2021 12.9 4.0
29 Permira VII
Large buyouts 2019 12.6 1.6
30 ICG LP Secondaries Fund I LP
LP-led secondary transactions 2022 12.2 41.1
Total of the largest
30 fund investments 593.0 165.3
Percentage of total
investment Portfolio 0.4
Fund
Year of
commitment
Value
£m
Outstanding
commitment
£m
1 Includes the associated Top Up funds.
2 All or part of interest acquired through a secondary sale.
84 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
PORTFOLIO ANALYSIS (UNAUDITED)
The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2025.
The valuations are gross of underlying managers’ fees and carried interest.
1
Minimax
Supplier of fire protection systems and services ICG 2018 Germany 3.1%
2 Froneri
Manufacturer and distributor of ice cream products PAI Partners 2013/2019 United Kingdom 2.5%
3 Chewy
ECommerce platform for premium pet food and products BC Partners 2022 United States 2.0%
4 Datasite Global Corporation
Provider of software focused on virtual data rooms ICG 2024 United States 1.9%
5 Leaf Home Solutions
Provider of home maintenance services Gridiron Capital 2016 United States 1.6%
6 Visma
Provider of business management software and outsourcing services HgCapital/ICG 2020/2024 Norway 1.6%
7 Circana
Provider of mission-critical data and predictive analytics to consumer goods manufacturers New Mountain Capital 2022 United States 1.6%
8 European Camping Group
Operator of premium campsites and holiday parks PAI Partners 2021/2023 France 1.5%
9 Davies Group
Provider of speciality business process outsourcing services BC Partners 2021 United Kingdom 1.5%
10 Ambassador Theatre Group
Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.4%
11 Precisely
Provider of enterprise software Clearlake Capital/ICG 2021/2022 United States 1.3%
12 Newton
Provider of management consulting services ICG 2021/2022 United Kingdom 1.3%
13 David Lloyd Leisure
Operator of premium health clubs TDR Capital 2013/2020 United Kingdom 1.3%
14 Curium Pharma
Supplier of nuclear medicine diagnostic pharmaceuticals ICG 2020 United Kingdom 1.3%
15 PSB Academy
Provider of private tertiary education ICG 2018 Singapore 1.3%
16 Crucial Learning
Provider of corporate training courses focused on communication skills and
leadership development
Leeds Equity Partners 2019 United States 1.3%
17 Class Valuation
Provider of residential mortgage appraisal management services Gridiron Capital 2021 United States 1.3%
18 Domus
Operator of retirement homes ICG 2017/2021 France 1.2%
19 Yudo
Designer and manufacturer of hot runner systems ICG 2017/2018 South Korea 1.2%
20 ECA Group
Provider of autonomous systems for the aerospace and maritime sectors ICG 2022 France 1.1%
21 Brooks Automation
Provider of semiconductor manufacturing solutions Thomas H. Lee Partners 2021/2022 United States 1.0%
22 Planet Payment
Provider of integrated payments services focused on hospitality and luxury retail Advent International/
Eurazeo Funds
Management
Luxembourg/ICG
2021 Ireland 1.0%
23 Ivanti
Provider of IT management solutions Charlesbank Capital
Partners/ICG
2021 United States 1.0%
24 Vistage
Provider of CEO leadership and coaching for small and mid-size businesses in the US Gridiron Capital 2022 United States 1.0%
Company Manager
Year of
investment Country
Value as
a % of
Portfolio
STR A T EGIC REPO R T
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 85
PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED
25 Audiotonix
Manufacturer of audio mixing consoles PAI Partners 2024 United Kingdom 0.9%
26 Digicert
Provider of enterprise security solutions ICG 2021 United States 0.9%
27 Ping Identity
Provider of intelligent access management solutions Thoma Bravo 2022/2023 United States 0.9%
28 KronosNet
Provider of tech-enabled customer engagement and business solutions ICG 2022 Spain 0.8%
29 Archer Technologies
Developer of governance, risk and compliance software intended for risk
management
Cinven 2023 United States 0.7%
30 Silvus Technologies
Developer of mobile communications datalinks used in law enforcement, unmanned
systems and other commercial/industrial applications
The Jordan Company 2019 United States 0.7%
Total of the 30 largest underlying investments 40.2%
Company Manager
Year of
investment Country
Value as
a % of
Portfolio
This section presents supplementary information regarding the Portfolio (see the Manager’s review and the Glossary for further details
and definitions).
PORTFOLIO COMPOSITION
Portfolio by calendar year
of investment
% of value
of underlying
investments
31 January 2025
% of value
of underlying
investments
31 January 2024
2025
0.5% —%
2024
10.1% —%
2023
7.6% 6.9%
2022
18.5% 18.7%
2021
25.7% 27.9%
2020
8.6% 11.4%
2019
10.3% 12.4%
2018
7.3% 10.5%
2017
2.2% 4.2%
2016 and older
9.2% 8.0%
Total 100.0% 100.0%
Portfolio by sector
% of value
of underlying
investments
31 January 2025
% of value
of underlying
investments
31 January 2024
TMT
29.9% 25.3%
Consumer goods and services
18.1% 17.5%
Healthcare
11.5% 11.3%
Business services
12.4% 13.1%
Industrials
7.8% 7.9%
Education
7.6% 5.7%
Financials
5.0% 7.4%
Leisure
4.0% 7.3%
Other
3.7% 4.5%
Total 100.0% 100.0%
Portfolio by invested
currency
1
31 January
2025
£m
31 January
2025
%
31 January
2024
£m
31 January
2024
%
US dollar 795.9 52.3% 673.7 49.9%
Euro 584.2 38.4% 555.1 41.2%
Sterling 139.8 9.2% 119.8 8.9%
Other 3.2 0.2% 0.3 —%
Total 1,523.1 100.0% 1,349 100.0%
1 Currency exposure by reference to the reporting currency of each investment.
86 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
GLOSSARY (UNAUDITED)
Alternative Performance Measures (‘APMs’) are a term defined
by the European Securities and Markets Authority as ‘financial
measures of historical or future performance, financial position,
or cash flows, other than a financial measure defined or specified
in the applicable financial reporting framework’.
APMs are used in this report if considered by the Board and
the Manager to be the most relevant basis for shareholders in
assessing the overall performance of the Company and for
comparing the performance of the Company to its peers, taking
into account industry practice.
Definitions and reconciliations to IFRS measures are provided in
the main body of the report or in this Glossary, where appropriate.
Buyback impact on NAV per Share is calculated by comparing
the NAV per Share with an adjusted NAV per Share as follows:
Year ended
31 January 2025
Since inception
(Oct. 22)
Opening number of shares
67,190,867 68,523,055
A
Number of shares bought back
in period
2,912,675 4,244,863
Closing number of shares
64,278,192 64,278,192
B
31 January 2025 NAV
£1,332m £1,332m
C
Add back cash invested in buybacks
£36m £51m
31 January 2025 NAV
+ cash invested in buybacks
£1,368m £1,383m
D
31 January 2025 NAV per Share
2,073p 2,073p
E (C/B)
Pro forma NAV per Share
excluding buybacks
2,036p 2,019p
F (D/A)
Impact of buybacks
36p 54p
G (E/F)
NAV per Share accretion
from buybacks
1.8% 2.7%
G/F
Note: scenario excluding buyback does not include any cash impact of dividends that
would have been paid to holders of those shares had the buyback not been undertaken.
Carried Interest is equivalent to a performance fee. This represents
ashare of the profits that will accrue to the underlying private equity
managers, after achievement of an agreed Preferred Return.
Cash drag is the negative impact on performance arising as a result
ofthe allocation of a portion of the entity’s assets to cash.
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 bythe subsidiary partnerships of the Company.
Commitment represents the amount of capital that each investor
agrees to contribute to a fund or a specific investment.
Compound Annual Growth Rate (‘CAGR’) is the rate of
return that would be required for an investment to grow from its
beginning balance to its ending balance, assuming the profits were
reinvested atthe end of each period of the investment’s life span.
Deployment See ‘Total new investment’.
Direct Investment is an investment in a portfolio company held
directly, not through a private equity fund. Direct Investments
are typically co-investments with a private equity fund.
Discount arises when the Company’s shares trade at a price below
the Company’s NAV per Share. 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 apercentage 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 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.
Enlarged Perimeter As well as performance metrics for our Top
30 companies, we include data for our ‘Enlarged Perimeter’, which
represents the aggregate value of the Top 30 Companies and as
many of the managers from within the Top 30 funds as practicable.
Enterprise Value (‘EV’) is the aggregate value ofacompany’s entire
issued share capital and Net Debt.
Exclusion List The Exclusion List defines the business activities
whichare excluded from investment.
FTSE All-Share Index Total Return The change in the level of the
FTSE All-Share Index, assuming that dividends are re-invested on
theday that they are paid.
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’.
Fund Disposals are where the Company receives sales proceeds from
the full or partial sale of a fund position within the secondary market.
General Partner (‘GP’) The General Partner is the entity managing
aprivate 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.
Initial Public Offering (‘IPO’) An 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 ofthe 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 areable 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 timeframe of the
immediately preceding 12 months in reference to financial metrics
used to evaluate the Company’s performance.
Limited Partner (‘LP’) The Limited Partner is an institution or
individual who commits capital to a private equity fund established
asa Limited Partnership. These funds are generally protected
from legal actions and any losses beyond the original investment.
STR A T EGIC REPO R T
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 87
GLOSSARY (UNAUDITED) CONTINUED
Limited Partnership A 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 andloan contribution to the partnership. In typical fund
structures, the General Partner receives a priority share ahead
of distributions toLimited Partners.
Net Asset Value per Share (‘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.
Net Debt is calculated as the total short-term and long-term debt
in a business, less cash and cash equivalents.
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.
31 January 2025
Total per
income
statement
£’000
Amount
excluded from
AIC Ongoing
Charges
£’000
Included
Ongoing
Charges
£’000
Management fees 16,175 — 16,175
General expenses 1,500 165
1,665
Finance costs 9,354 (9,354) —
Total 27,029 (9,189) 17,840
Total Ongoing Charges 17,840
Average NAV 1,294,186
Ongoing Charges as % of NAV 1.38%
31 January 2024
Total per
income
statement
£’000
Amount
excluded from
AIC Ongoing
Charges
£’000
Included
Ongoing
Charges
£’000
Management fees 16,148 — 16,148
General expenses 1,773 (209) 1,564
Finance costs 8,152 (8,152) —
Total 26,073 (8,362) 17,712
Total Ongoing Charges 17,712
Average NAV 1,291,759
Ongoing Charges as % of NAV 1.37%
Included within General expenses above are £(0.2)m (credit)
(2024: £0.2m) of other expenses which are non-recurring and
are excluded from the Ongoing Charges.
Other Net Liabilities at the aggregated Company level represent
net other liabilities per the Company’s balance sheet. Net other
liabilities per the balance sheet of the subsidiaries are amounts
payable under the Co-investment Incentive Scheme Accrual.
Overcommitment refers to where private equity fund investors
make Commitments exceeding the amount of cash immediately
available 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 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 APM
is consistent with the commentary in previous annual and interim
reports. The Board and the Manager consider that disclosing our
Portfolio assists shareholders in understanding the value and
performance of the underlying investments selected by the Manager.
It is shown before the Co-investment Incentive Scheme Accrual
to avoid being distorted by certain funds and Direct Investments
on which ICG Enterprise Trust Plc does not incur these costs (for
example, on funds managed by ICG plc). Portfolio is related to the
NAV, which is the value attributed to our shareholders, and which
also incorporates the Co-investment Incentive Scheme Accrual as
well as the value of cash retained on our balance sheet.
The value of the Portfolio at 31 January 2025 is £1,523.1m
(2024: £1,345.7m).
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:
31 January 2025
£m
IFRS balance
sheet fair
value
Net assets
of subsidiary
Limited
Partnerships
Co-investment
Incentive
Scheme Accrual
Total Company
and subsidiary
Limited
Partnerships
Investments
1
1,469.5 (0.3) 53.9 1,523.1
Cash 3.9 3.9
Other Net
Liabilities (141.0) 0.3 (53.9) (194.6)
Net assets 1,332.4 — — 1,332.4
31 January 2024
£m
IFRS balance
sheet fair
value
Net assets of
subsidiary
Limited
Partnerships
Co-investment
Incentive
Scheme Accrual
Total Company
and subsidiary
Limited
Partnerships
Investments
1
1,296.4 (1.9) 54.4 1,349.0
Cash 9.7 9.7
Other Net
Liabilities (22.9) 1.9 (54.4) (75.5)
Net assets 1,283.2 — — 1,283.2
1 Investments as reported on the IFRS balance sheet at fair value comprise the total of
assets held by the Company and the net asset value of the Company’s investments in
the subsidiary Limited Partnerships.
88 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
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 Incentive Scheme Accrual.
The Portfolio return of 10.2% is calculated as follows:
£m
31 January
2025
31 January
2024
Income, gains and losses on investments 142.0 125.3
Foreign exchange gains and losses included
in gains and losses on investments 5.4 (38.6)
Incentive accrual valuation movement (9.3) (3.7)
Total gains on Portfolio investments
excluding impact of foreign exchange 138.1 83.1
Opening Portfolio valuation 1,349.0 1,406.4
Portfolio Return on a Local Currency Basis 10.2% 5.9%
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 exclude 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.
£m
31 January
2025
31 January
2024
Cumulative realisation proceeds from full
exits in the year 73.7 100.8
Cost 35.9 28.8
Average return multiple to cost 2.9x 3.5x
Realisations – Uplift to Carrying Value is the aggregate uplift on
Full Exits from the Portfolio in the period excluding publicly listed
companies that were exited via sell downs of their shares.
£m
31 January
2025
31 January
2024
Realisation Proceeds from Full Exits in the
year 73.7 100.8
Prior Carrying Value (at previous quarterly
valuation prior to exit) 62.0 89.2
Realisation – Uplift to Carrying Value 19.0% 29.5%
Secondary Investments occur when existing private equity fund
interests and Commitments are purchased from an investor
seeking liquidity.
Share buybacks, or stock repurchases, occur when a company
uses its own funds to buy its outstanding shares in the open market,
thereby reducing the number of shares in circulation. As a result
of buybacks, existing shareholders own a greater percentage of the
company’s assets and profits. If share buybacks are executed at a
discount to NAV, the buyback will increase the NAV per Share of
the remaining shares outstanding.
Share Price Total Return is the change in the Company’s share
price, assuming that dividends are re-invested on the day that
they are paid.
Total New Investment is the total of direct Co-investment
and fund investment Drawdowns in respect of the Portfolio.
In accordance with IFRS 10, the Company’s subsidiaries are
deemed to be investment entities and are included in subsidiary
investments within the financial statements. Movements in the
cash flow statement within the financial statements reconcile
to the movement in the Portfolio as follows:
£m
31 January
2025
31 January
2024
Purchase of Portfolio investments per cash
flow statement 34.1 25.2
Purchase of Portfolio investments within
subsidiary investments 152.2 111.6
Return of invested cost/expenses (4.9) —
Total New Investment 181.4 136.7
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
31 January
2025
31 January
2024
Sale of Portfolio investments per cash flow
statement 20.0 40.6
Sale of Portfolio investments, interest
received and dividends received within
subsidiary investments 125.8 195.3
Interest income per cash flow statement 0.5 1.7
Dividend income per cash flow statement 0.5 0.8
Return of invested cost 4.0 —
Total Proceeds 150.8 238.6
Fund Disposals — (67.6)
Realisation Proceeds 150.8 171.0
Total Return is the change in the Company’s Net Asset Value per
Share, assuming that dividends are re-invested at the end ofthe
quarter in which the dividend was paid.
Undrawn Commitments are Commitments that have not yet been
drawn down (please see ‘Drawdowns’).
Unquoted Company is any company whose shares are not listed
or traded on a recognised stock exchange.
Valuation Date is the date of the valuation report issued by the
underlying manager.
STR A T EGIC REPO R T
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 89
SHAREHOLDER 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
COLUMBIA THREADNEEDLE SAVINGS SCHEMES
Investors through Columbia Threadneedle
savings schemes can contact the Investor
Services team on:
Telephone: 0345 600 3030
Email: investor.enquiries@
columbiathreadneedle.com
FINANCIAL CALENDAR
The announcement and publication of
the Company’s results may normally be
expected in the months shown below:
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
Deutsche Numis
45 Gresham Street
London EC2V 7BF
020 7260 1000
DIVIDEND: 2024/2025
Quarterly dividends of 8.5 pence were paid on:
• 30 August 2024
• 29 November 2024
• 28 February 2025
A final dividend of 10.5 pence is proposed in
respect of the year ended 31 January 2025,
payable as follows:
Ex-dividend
date:
3 July 2025 (shares trade
without rights to the dividend).
Record date: 4 July 2025 (last date for
registering transfers to receive
the dividend).
Dividend
payment date:
18 July 2025.
2024/2025 DIVIDEND PAYMENT DATES
It is anticipated that quarterly dividends
will be paid in the following months:
• September 2025
• December 2025
• March 2026
• July 2026
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.
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. For those shareholders that hold their
shares through the Columbia Threadneedle
savings schemes, please contact the Investor
Services team (investor.enquiries@
columbiathreadneedle.com).
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
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 Columbia Threadneedle savings
schemes, please contact the Columbia
Threadneedle Investor Services team (investor.
enquiries@columbiathreadneedle.com) to
register your details for e-communications.
ISIN/SEDOL NUMBERS
The ISIN/SEDOL numbers and ticker for
the Company’s ordinary shares are:
ISIN: GB0003292009
SEDOL: 329200
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.
90 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
INVESTMENT POLICY
The objective of the Company
is to provide long-term growth
by investing in private companies
managed by leading private
equity managers.
INVESTMENT TYPE
The Company 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.
• Direct 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.
The Company 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
The Company 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
The Company is committed to its
responsibility to its community and
environment and ESG matters are
considered as part of the investment
process. The Company aims to act
responsibly and cautiously as the
guardian of its investors’ capital and
ensures that ESG matters are considered
at all stages of the investment cycle.
QUOTED SECURITIES
The Company 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.
The Company 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. The Company’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.
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.
STR A T EGIC REPO R T
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 91
ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED)
The Company is an Alternative
Investment Fund for the purposes
of the UK Alternative Investment
Fund Managers Directive
(‘AIFMD’) and the Manager was
appointed as its Alternative
Investment Fund Manager 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 37),
Governance (pages 38 to 54) and
Financial Statements (pages 62 to 83).
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 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 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 (page 33).
The sensitivity of the Company to market,
credit and investment, and capital risk
is discussed in note 17 of the financial
statements. The risk limits currently
in place in respect of the diversification
of the Portfolio and credit risk are set out
in Investment policy on page 91.
MATERIAL CHANGES
There have been no material changes in
relation to the matters described in Article
23 of the Directive.
REMUNERATION
Under the AIFMD, we are required to
make disclosures relating to remuneration
of certain employees working for the
Manager, which acted as manager of the
Company throughout the year ended
31 January 2025.
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 2025
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 page 45.
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.
92 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
HOW TO INVEST IN ICG ENTERPRISE TRUST PLC
ICG Enterprise Trust Plc is listed on the
London Stock Exchange. 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 at
www.pimfa.co.uk.
You may also be able to purchase shares
via your bank account provider.
For a fee, your chosen intermediary
can purchase shares in the Company
on your behalf.
COLUMBIA THREADNEEDLE SAVINGS SCHEMES
Investors through Columbia Threadneedle
savings schemes can contact the Investor
Services team on:
• Telephone: 0345 600 3030
• Email: investor.enquiries@
columbiathreadneedle.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.moneyhelper.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 Shareholder
information section on page 90.
STR A T EGIC REPO R T
GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON
ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 93
NOTES
94 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025
This report has been printed on Arena Extra White Smooth
which is certified by the Forest Stewardship Council
®
(‘FSC
®
’).
The FSC
®
is a worldwide label which identifies products
obtained from sustainable and responsible forest management.
Printed by the Pureprint Group using the latest environmental
printing technology.
Pureprint Group is a CarbonNeutral
®
company, registered with
the Environmental Management System ISO 14001 and is FSC
®
chain-of-custody certified.
The unavoidable carbon emissions generated during the
manufacturing and delivery of this document have been reduced
to net zero through a verified carbon offsetting project.
Designed and produced by three thirty studio
www.threethirty.studio
ICG ENTERPRISE TRUST PLC
Procession House
55 Ludgate Hill
London
EC4M 7JW
icg-enterprise.co.uk