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Unaudited Interim Results for the six months ended 31 July 2025
ICG Enterprise Trust plc
Unaudited Interim Results for the six months ended 31 July 2025
7 October 2025
PERFORMANCE OVERVIEW
COMPANY TIMETABLE
A presentation for investors and analysts will be held at 12:30 BST today. A link for the presentation can be found on the
Results & Reports page of the Company website. A recording of the presentation will be made available on the Company website after the event.
ENQUIRIES
ABOUT ICG ENTERPRISE TRUST
ICG Enterprise Trust is a leading listed private equity investor focused on creating long-term growth by delivering consistently strong returns through selectively investing in profitable, cash-generative private companies, primarily in Europe and the US.
We invest in companies directly as well as through funds managed by ICG plc and other leading private equity managers who focus on creating long-term value and building sustainable growth through active management and strategic change.
NOTES
Included in this document are Alternative Performance Measures (“APMs”). APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company, and for comparing the performance of the Company to its peers and its previously reported results. The Glossary includes further details of APMs and reconciliations to International Financial Reporting Standards (“IFRS”) measures, where appropriate.
In the Manager’s Review and Supplementary Information, all performance figures are stated on a Total Return basis (i.e. including the effect of re-invested dividends). ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the Manager of the Company.
DISCLAIMER
The information contained herein and on the pages that follow does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on ICG Enterprise Trust PLC (the "Company") or its affiliates or agents. Equity securities in the Company have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan or South Africa (each an “Excluded Jurisdiction”). The equity securities in the Company referred to herein and on the pages that follow may not be offered or sold within an Excluded Jurisdiction, or to any U.S. person ("U.S. Person") as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or to any national, resident or citizen of an Excluded Jurisdiction.
The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.
CHAIR’S FOREWORD
In the six months to 31 July 2025, ICG Enterprise Trust's NAV per Share Total Return was (0.7)%, including a negative (2.0)% impact due to the strengthening of Sterling, and the Share Price Total Return was 12.6%. Over the last five years, we have generated an annualised NAV per Share Total Return of 14.5% and an annualised Share Price Total Return of 16.5%.
The long-term growth from our Portfolio (which has delivered an annualised Return on Local Currency Basis of 17.4% over the last five years) is supplemented by our capital allocation policy. In the six months under review in this report we returned £28m to shareholders: £12m through our progressive dividend policy and £16m through buybacks. Since October 2022 we have bought back over 8% of the opening share count – one of the highest in our peer group – at a weighted average discount of 37.4%. This has increased our NAV per Share by 65p or 3.3%.
The private equity industry is experiencing a prolonged period of low realisation activity. ICGT has bucked this trend, with H1 Total Proceeds of £222m already greater than FY25’s total of £151m. This reflects some larger portfolio company exits, such as Minimax, Datasite and European Camping Group, as well as our Manager's active approach to portfolio management in the secondary market.
During the period we undertook a number of sales and marketing initiatives, including an outreach to retail investors who hold their shares through platforms, and participated in a variety of conferences, panels and podcasts.
We seek to provide shareholders with access to companies and parts of the economy not easily accessible in public markets, and through this to generate long-term compounding returns. I believe this makes us a compelling proposition for many investors' portfolios. We discussed these topics and more during our Shareholder Seminar in June – a recording is available at: https://www.icg-enterprise.co.uk/cmd .
The discount of our shares narrowed from 35% to 27% during the period, which remains wide in absolute terms. I believe continued Portfolio performance; continuing to realise investments at or above carrying values; prudent balance sheet management; and effective implementation of our capital allocation policy will be supportive of future shareholder returns.
On behalf of the Board, thank you for your continued support.
6 October 2025
MANAGER’S REVIEW
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-IFRS 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 IFRS 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. Under IFRS, the Company and its subsidiaries are reported separately. The assets and liabilities of the subsidiaries are presented on the face of the IFRS balance sheet as a single carrying value. The same is true for the IFRS and APM basis of the Cash flow statement.
The following table sets out IFRS metrics and the APM equivalents:
The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and IFRS.
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.
ICG Enterprise Trust benefits from access to ICG-managed funds and Direct investments, which represented 30.1% of the Portfolio value at period end and generated a 2.9% return on a local currency basis.
Performance overview
At 31 July 2025, our Portfolio was valued at £1,416m, and the Portfolio Return on a Local Currency Basis for the first half of the financial year was 2.1% (H1 FY25: 3.8%).
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 negatively by £(30.1)m, driven primarily by depreciation of the US Dollar. In Sterling terms, Portfolio growth during the period was 0.1%.
The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return of (0.7)% during H1 FY26, ending the period with a NAV per Share of 2,040p.
For Q2 the Portfolio Return on a Local Currency Basis was 1.6% and the NAV per Share Total Return was 1.9%.
Executing our investment strategy
Our evergreen structure and flexible investment mandate enables us to commit through the cycle, maintaining vintage diversification for our Portfolio and sowing the seeds for future growth.
During the period we made eight new fund Commitments totalling £108m, including £21m to funds managed by ICG plc, as detailed below:
At 31 July 2025, ICG Enterprise Trust had outstanding Undrawn Commitments of £581m:
Total Undrawn Commitments at 31 July 2025 represented £424m of Undrawn Commitments to funds within their Investment Periods, with £158m to funds outside their Investment Periods.
Commitments are made in the funds' underlying currencies. The currency split of the undrawn commitments at 31 July 2025 was as follows:
Total new investments of £113m were made during the period, of which £62m (55%) were into ICG managed investments. New investment by category detailed in the table below:
The five largest underlying new investments in the period were as follows:
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 H1 FY26 shareholders will note that Minimax and European Camping Group appear both in the top 5 realisations and top 5 new investments, which is a result of this situation.
The portfolio grew by £32 million (+2.1%) on a Local Currency Basis in the six months to 31 July 2025.
Growth across the Portfolio was split as follows:
The growth in the Portfolio is underpinned by the performance of our Portfolio companies, which delivered robust financial performance during the period:
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 July 2025, ICG Enterprise Trust’s exposure to quoted companies was valued at £53.6m, equivalent to 3.8% of the Portfolio value (31 January 2025: 4.8%). Exposure to Chewy, our largest listed exposure, decreased from 2.0% of Portfolio Value at 31 January 2025 to 1.4% at 31 July 2025, driven predominantly by proceeds of £6.5m received during the period from BC Partners.
At 31 July 2025 Chewy was the only quoted investment that individually accounted for 0.5% or more of the Portfolio value:
During the first half of FY26, the ICG Enterprise Trust Portfolio generated Total Proceeds of £222m. Approximately 30% of this was from a sale of a portion of our Portfolio. The sale was executed at a discount of 5.5% to 30 September 2024 valuation and realised a 1.6x return on invested cost (15% IRR).
Realisation activity during the period included 13 Full Exits generating proceeds of £62.1m. These were completed at a weighted average Uplift to Carrying Value of 14% and represent a weighted average Multiple to Cost of 2.9x for those investments. Realisation activity over the last twelve months included 40 Full Exits, which were completed at a weighted average Uplift to Carrying Value of 15% and represented a weighted average Multiple to Cost of 3.0x.
The five largest underlying realisations in the period were as follows:
Balance sheet and liquidity
Net assets at 31 July 2025 were £1,286.3m, equal to 2,040p NAV per share.
At 31 July 2025, the drawn debt was £89.8m (31 January 2025: £131.9m), resulting in a net debt position of £68.9m (31 January 2025: £128m). At 31 July 2025, the Portfolio represented 110.1% of net assets (31 January 2025: 114.3%).
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.
ICG Enterprise Trust has access to a €300m credit facility, maturing in May 2029. At 31 July 2025, ICG Enterprise Trust had a cash balance of £20.9m (31 January 2025: £3.9m) and total available liquidity of £187.4m (31 January 2025: £124.6m).
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 9.0p per share in respect of the second quarter, taking total dividends for the period to 18p (H1 FY25: 17p). It remains the Board's intention to declare total dividends of at least 38p per share for the financial year, implying an increase of 6% on the previous financial year (FY25: 36p).
Share buybacks
The following purchases have been made under the Company's share buyback programme:
1.Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 July 2025.
2. Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 July 2025.
3. Based on company-issued announcements / date of purchase, rather than date of settlement.
Note: aggregate consideration excludes commission, PTM and SDRT.
Foreign exchange rates
The details of relevant FX rates applied in this report are provided in the table below:
Activity since the period end
Notable activity between 1 August 2025 and 31 August 2025 included:
6 October 2025
SUPPLEMENTARY INFORMATION
This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions).
Portfolio composition
Portfolio Dashboard
The tables below provide disclosure on the composition and dispersion of financial and operational performance for the Top 30 and the Enlarged Perimeter. At 31 July 2025, the Top 30 Companies represented 40% of the Portfolio by value and the Enlarged Perimeter represented 61% of total Portfolio value. This information is prepared on a value-weighted basis, based on contribution to Portfolio value at 31 July 2025.
Top 30 companies
The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 July 2025. The valuations are gross of underlying managers fees and carried interest.
The 30 largest fund investments by value
The table below presents the 30 largest fund investments by value at 31 July 2025. The valuations are net of underlying managers’ fees and carried interest.
* Includes the associated top up funds
** All or part of interest acquired through a secondary purchase
The principal risks and uncertainties facing the Company are substantially the same as those disclosed in the Strategic Report and in the notes to the Financial Statements in the Company’s latest Annual Report for the year ended 31 January 2025 which was approved by the Board on 7 May 2025.
The Company considers its principal risks (as well as several underlying risks comprising each principal risk) in four categories:
the risk to performance resulting from ineffective or inappropriate investment selection, execution or monitoring.
the risk of failing to deliver the Company’s investment objective and strategic goals due to external factors beyond the Company’s control.
the risk of loss resulting from inadequate or failed internal processes, people or systems and external event, including regulatory risk.
the risks of adverse impact on the Company due to having insufficient resources to meet its obligations or counterparty failure and the impact any material movement in foreign exchange rates may have on underlying valuations.
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 of appetite, appropriate action is taken.
In addition to these, emerging risks are regularly considered to assess any potential impact on the Company and to
determine whether any actions are required. The Board also regularly considers the evolution of requirements and standards
relating to ESG and responsible investing.
There have been no material changes in the related party transactions described in the 31 January 2025 Annual Report.
The Directors are responsible for preparing the Interim Report, in accordance with applicable laws and regulations. The Directors confirm that, to the best of their knowledge:
The Interim Report was approved by the Board and the above Directors’ Responsibility Statement was signed on its behalf by the Chair.
6 October 2025
Income statement
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 26 to 28 form an integral part of the interim financial statements.
Balance sheet
The notes on pages 26 to 28 form an integral part of the interim financial statements.
The financial statements on pages 22 to 28 were approved by the Board of Directors on 06 October 2025 and signed on its behalf by:
Director Director
Cash flow statement
The notes on pages 26 to 28 form an integral part of the interim financial statements.
Statement of changes in equity
The notes on pages 26 to 28 form an integral part of the financial statements.
For the period ended 31 July 2025
These interim condensed 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.
The interim condensed financial statements are unaudited and do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Within the notes to the interim condensed financial statements, all current and comparative data covering the period to (or as at) 31 July 2025 is unaudited. Data given in respect of the year to 31 January 2025
is audited. The statutory accounts for the year to 31 January 2025 have been reported on by Ernst & Young LLP and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not contain an emphasis of matter paragraph, and (iii) did not contain any statements under section 498(2) or (3) of the Companies Act 2006.
The interim financial statements have been prepared in accordance with UK-adopted IAS 34 Interim financial Reporting (IAS 34) and on the basis of the accounting policies and methods of computation set out in the financial statements of the Company for the year to 31 January 2025.
The financial information for the year ended 31 January 2025 was 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.
The Company comprises one operating segment which is also a reporting segment.
These financial statements have been prepared on a going concern basis. In making their going concern assessment, the Directors have considered the potential impact of principal risks on the Company’s business activities; the Company’s net cash position; the availability of the Company’s credit facility and compliance with its covenants; and the Company’s cash flow projections, in particular those arising from committed but undrawn commitments.
The Directors have concluded based on the above assessment that the preparation of the interim condensed financial statements on a going concern basis, to 31 October 2026, a period of more than 12 months from the signing of the interim condensed financial statements, continues to be appropriate.
The interim dividend for the quarter to 30 April 2025 was 9.0p per share (totalling £5.67m), paid on 29 August to shareholders on the register on 14 August 2025. The Board has approved a second interim dividend of 9.0p per share in respect of the year ended 31 January 2026 which will be paid on 28 November 2025 to shareholders on the register at the close of business on 14 November 2025.
Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.0m) (2024: £(1.8m) by the weighted average number of ordinary shares outstanding during the period.
Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £(16.1m) (2024: £24.8m) by the weighted average number of ordinary shares outstanding during the period.
Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £(18.1m) (2024: £23.0m) by the weighted average number of ordinary shares outstanding during the period.
The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 63,601,224 (2024: 66,310,774). There were no potentially dilutive shares, such as options or warrants, in either period.
The net asset value per share is calculated on equity attributable to equity holders of £1,286.3m (31 January 2025: £1,332.4m) and on 63,043,471 (31 January 2025: 64,272,192) ordinary shares in issue at the period end. There were no potentially dilutive shares, such as options or warrants, at either period end. Calculated on both the basic and diluted basis the net asset value per share was 2,040.3p (31 January 2025: 2,072.9p).
On the 30 April 2025 the Company cancelled 9,358,808 10p Ordinary Shares that were held in Treasury. Following the cancellation, the Company had 63,554,192 Ordinary Shares in issue.
IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:
The valuation techniques applied to level 3 assets are described in note 1(c) of the annual 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 following table presents the assets that are measured at fair value at 31 July 2025 and 31 January 2025:
Investments in level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring after the date of the manager’s valuation, such as realisations or liquidity adjustments.
The following tables present the changes in level 3 instruments for the period ended 31 July 2025 and 31 July 2024.
Contained within gains/(losses) recognised in profit or loss are unrealised gains of £1.9m (2024: unrealised gain £41.5m).
GLOSSARY
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