ICG Enterprise Trust PLC GBP

ICG Enterprise Trust PLC GBP

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Q3 FY2026 · Earnings Call TranscriptJanuary 30, 2026

Martin Li

Good morning. Welcome to ICG Enterprise Trust's Q3 trading update for the 3 months to 31st of October 2025.

I'm joined today by Oliver Gardey and Colm Walsh, who will discuss our investment performance and activity in more detail over the course of this presentation. The slides for the presentation, along with the accompanying results announcement, are available on our website.

We will have time for Q&A at the end of the presentation, if you'd like to submit a question, please do so through the online portal at any point in the Q&A box on your screens. We'll then aim to answer those questions at the end of the session.

With that, Oliver, over to you.

Oliver Gardey

Thanks, Martin, and thanks, everyone, for joining the call. I thought, firstly, a couple of few thoughts on how we're seeing the environment today.

Despite heightened macropolitical risks and market volatility, we believe that the underlying and we see that the underlying private company fundamentals remain very robust, and credit conditions continue to be supportive of quite a dynamic transaction activity. That combination has translated into a strong period for realizations for ICGT.

This has been positive for both NAV and liquidity. We will go through some realizations later on in this presentation.

We also believe that, especially in this environment, manager selection and balance sheet discipline are particularly important. These remain core strengths of the portfolio and of our investment strategy, and we look at that data later.

Finally, as we announced last year, we are increasing our medium-term exposure to secondaries. We continue to see an attractive opportunity set here given its compelling risk-return profile.

We made a $90 million In addition to a large co-investment in the previous quarter, we made a $90 million commitment to ICG LP Secondaries II post period end. Before we turn to the numbers, a brief reminder of our focused investment strategy.

Our investment strategy and our mandate is really designed to achieve private equity returns, but with less risk and more liquidity than a conventional private equity fund of funds. Our secret sauce is to achieve superior risk-adjusted returns, and the way how we do it is the following: We invest exclusively in mature buyouts, profitable, cash-generative companies; primarily in developed markets, North America and Europe, where the depth and the quality of managers is the strongest.

We invest in mid-market deals. The typical The typical company size we look for has an enterprise value of about $250 million to $2 billion.

Small by public market standards, but we think a sweet spot of good companies which can be transformed into great market-leading companies. We partner with top-tier private equity managers with strong track records through the cycles.

Together, this results in a portfolio of resilient companies with a more consistent return profile, and where performance is not cyclical or seasonal. With that, Colm will know now talk you through the Q3 numbers.

Colm Walsh

Thanks, Oliver. Turning to the quarter in review, at the 31st of October 2025, NAV per share stood at £20.80.

Over the quarter, NAV per share total return was 2.4%, with the portfolio delivering a 2.3% return on a sterling basis. Over the last 12 months to the 23rd of January, the share price total return was 17.3%.

£51 million was returned through capital allocation, over half of which came from share buybacks. During the quarter, we invested £25 million, generated proceeds of £82 million, giving us a net positive cash flow of £57 million.

For the 45 full exits we've had in the last 12 months, they generated a strong return. That's 3.1 times a 3.1 times multiple of cost.

They continue to be sold above their book value, as represented by an 11% uplift, which you can see on the slide. Finally, reflective of market transaction activity continuing to improve, we also announce a further £75 million worth of proceeds after the period end, that's essentially from the 1st of November right through until yesterday.

Just a focus on realizations, which have been a particular highlight in the year to date. After a muted couple of years across the industry in 2024 and 2025 in sorry in in our financial years '24 and '25, you can see from the chart that we were roughly averaging £40 million in proceeds per quarter.

This year, this is the year to January '26, has seen our quarterly average proceeds double to around £80 million. What's been especially pleasing is the breadth of businesses that have driven this activity.

Ranging from Minimax, which operates in the fire protection sector; Froneri, which makes ice cream; David Lloyd, health clubs; Datashare, virtual data rooms. It demonstrates that our portfolio is able to tap into many different themes, many different secular trends.

The common theme across all these exits is a focus on high-quality businesses and our managers' ability to execute deals even in a slightly more difficult and more selective environment. It also points, very importantly, to the exit optionality that that mid-market focus that Oliver was discussing affords us.

These are companies that aren't solely reliant on an open IPO market for exits. We have multiple different exit routes.

For example, we can sell to financial buyers, strategic buyers, increasingly as well continuation vehicles. Year-to-date total proceeds represent around 20% of the opening portfolio, and that's well ahead of peer averages.

Just like to spend some time on the next slide focusing on one of our largest realizations, which was Froneri. As I mentioned earlier, Froneri is a manufacturer of ice cream.

It was our largest single company exposure at the end of July, accounted for around 2.7% of portfolio value. The business has been backed by PAI Partners, a high-quality private equity manager with whom we've invested for many, many years.

Indeed, it's one of the longest-standing third-party managers in our portfolio, dating all the way back to 2005. Froneri benefits from a defensive market.

It's a high-margin business model. It has resilient earnings and it's driven and that is driven very strong net sales growth.

Our own investment in this company dates back to 2013, and we actually chose to reinvest in the company in 2019, really demonstrating the long-term time horizon that we work to and the long-term nature of our manager relationships. This third quarter realization generated €41 million worth of proceeds.

Now I'm going to spend just a little bit of time on our balance sheet. We may We remain in a strong financial position.

At the 31st of October 2025, we had £230 million of total available liquidity, a low gearing ratio of 3%, and an overcommitment ratio of 27%. This robust balance sheet provides us with flexibility to take advantage of new investment opportunities, but also to continue to be able to enhance shareholder returns through both buybacks and dividends.

The final point I wanted to mention before handing back to Oliver was something we talk about quite a lot, which is the importance of manager selection. We said in our start of the year newsletter that the wider dispersion of private equity manager returns will become increasingly evident in the coming years.

This means it is is ever more important to continue to invest with top-tier private equity managers, that's managers with strong track records and experience through cycles. We currently have over 30 active manager relationships across the US and Europe.

Names like New Mountain Capital, Cinven, Leeds Equity, Bowmark, PAI, the manager of Froneri I just referenced; managers who share a similar investment strategy focused on resilient companies, they deliver strong primary performance, and typically offer us attractive co-investment opportunities which amplify our returns and allow us to invest in our managers' best ideas. We continue to enhance our manager selection discipline, and this is where our active portfolio management comes in.

We're highly active in our search for new high-quality managers, with regular market mapping exercises scanning the entire addressable market in Europe and the US. The most recent example of this was our recent commitment to in to Stone Point, a new manager, in December 2024.

We also trim the managers and funds, which even if they've offered strong historical returns, we we believe they may offer Sometimes we identify the fact they will offer lower go-forward returns relative to other uses of of capital. We've shown this proactively with four secondary sales over the last 5 years.

Anyway, with all that, I'm going to pass back to Oliver to conclude.

Oliver Gardey

Thanks, Colm. Talking about secondaries, we communicated last year that secondaries were presenting some really compelling investment opportunities, and therefore, we also increased our medium-term target weighting to secondaries to 25% to 30% of the portfolio.

We're currently at around 15%. I'm pleased to announce, post period end, we committed $90 million to the ICG LP Secondaries Fund, in addition to the £20 million co-investment we've done alongside with ICG LP Secondaries called Project Domino.

As we continue to be excited about secondaries, it is an increasingly important component of our portfolio and in the alternatives market in order to deliver private equity returns at lower risk, and a more liquidity than a conventional private equity fund of funds. The market has grown consistently at roughly a 15% CAGR over the last decade, but has actually doubled from about $100 billion of transaction value in 2023 to over $200 billion in 2025 just within 3 years.

Investors are attracted to the space given it offers private equity type of returns with more credit-like risk characteristics, and returns capital much faster than a buyout fund. Let's turn to shareholder distributions.

Since October 2022, we have executed £70 million of buybacks, equivalent to about 8.4% of opening shares. Alongside this, we continue to run a progressive dividend policy, with dividends growing at a compound annual rate of 10% since fiscal year '21.

The board now announces a Q3 dividend per share of 9p. For the full year of fiscal year '26, the intended total dividend per share is 39p per share.

On that, I thought I would spend a moment specifically on buybacks. As many of the Enterprise Trust was an early mover in our sector in launching our long-term buyback program in October 2022, and so that has been already over 3 years ago.

This long-term buyback program is at any discount, and then in May 2024, we launched, in addition, an opportunistic buyback. I'm pleased to say that our buyback programs have delivered clear and tangible benefits.

Since launch in October 2022, buybacks have added approximately 71p to NAV per share, and they have also reduced volatility in the share price and improved trading liquidity. We believe we achieved three very important benefits with our buyback policy: Number one, it enhances the immediate NAV per share, which feeds through the share price over time.

Furthermore, our buyback program increases liquidity and reduces volatility of our shares and allows for greater market stability. Lastly, it increases our investor confidence in the trading of our shares.

In summary, we optimize long-term shareholder returns through our buybacks, our progressive dividend policy, and most importantly, via our proven investment strategy. Looking ahead, and then looking at the longer-term track record over both 5- and 10-year periods, NAV per share and share price total returns remain strong on an annualized basis: just under 13% per annum NAV per share total return over the last 5 years, and just over 16% per annum share price total return over the last 5 years as the discount narrowed over the period.

We believe this is a very robust performance and reflects the consistency of our strategy and benefits of an active portfolio management. In order to conclude, I would like to look ahead and give you our excitement of what we see in terms of the strong momentum we've seen and carried through into Q4.

Since October 31st, we have received £75 million of proceeds. We completed three new co-investments, which makes fiscal year 2026 actually one of our busiest years in investing in co-investments.

As mentioned earlier, we committed $90 million to LP secondaries in order to participate in a buoyant secondary market and increase our exposure to secondaries. The broader market backdrop is supportive.

Interest rates have stabilized, and we see more M&A activity, and the tougher fundraising market actually benefits Enterprise Trust and gives us attractive co-investment deal flow. As I mentioned before, we had the busiest year in regards to co-investments on record.

Therefore, our robust balance sheet and our strong relationships with top-tier managers positions Enterprise Trust well for the medium to long term. With that, I'll hand over to Martin for some Q&A.

Martin Li

Great. Thanks, Oliver.

We now have about 10 minutes or so for Q&A. As a reminder, please feel free to submit questions via the Q&A box on the webinar platform.

A few have come in already, taking them in turn, a lot of questions on realizations. If I group a couple, what has been the reason for the increase in realizations?

Is it partly a one-off catch-up because prior years were slower periods? Do you think you can achieve essentially 20% of the opening portfolio value again over the next 12 months?

Oliver Gardey

I think there's couple components going on. With the stabilization of interest rates, a strong market economy continuing, particularly in the US, it just gave more confidence for the managers to bid and be active in the market versus 2 or 3 years ago with not knowing where inflation will end up, tariffs.

There's a lot of variables where there was less clarity, and therefore managers were less confident and less aggressive in buying companies, so that has changed. That's where we see more M&A activity, and of course, because if you haven't done much and you haven't created a lot of realizations for your LP over the last 3 years, that increases the pressure on the managers to sell, we see that as well.

Going forward, what we're seeing for '26, calendar year '26, we are continuing to see a robust M&A activity, and therefore we're not seeing any signs that this was just a short catch-up period. Lastly, what I'd like to add is that we've had probably a better realization rate than many of our peers, and that was driven by following our strategy and have accumulated and invested in a nice portfolio with very strong strategic assets, which, even in more difficult times, you can find a buyer.

Mostly, strategic buyers continue to be interested in buying market-leading companies.

Martin Li

Great. Thanks, Oliver.

A follow-up question has come in on realizations, actually, on the breadth of realizations. Colm, you mentioned various different realizations across different sectors.

Looking forward, are there any specific sectors, or geographies, or managers where you expect more exits next year, or will it still be broadly spread?

Colm Walsh

I would expect We have a very diversified strategy, and I think that's one of our strengths, we don't focus on one particular We focus on the attributes that Oliver outlined, those resilient companies, but we think you can find them in a range of different sectors. I don't expect to see the pattern of realizations being particularly indexed to one sector or another.

To Oliver's point, we continue to believe that investing in high-quality companies that have resilient growth characteristics will leads to their ability to be sold. No, I don't think that pattern is going to change, and we expect that breadth to continue.

Martin Li

Great. Thanks, Colm.

A few questions on uplifts. What is your outlook for uplifts over the next 12 months?

We're reporting the last 12 months' worth of exits uplifts about 11%, it is lower than in prior years. Do you expect this to continue?

Do you think it will revert back to 20%, 30% uplifts?

Colm Walsh

I think it's difficult to say. I think uplifts, to a large degree, are sometimes a function of the mix of realizations that we have.

Sometimes if you have, for example, a company sold to a strategic buyer, you get a bigger uplift than you might do for, say, a continuation fund exit. I think it's very difficult to anticipate what that precise level would be.

What I would say is, we still think an 11% uplift represents, people often ask us about valuations, it's a very strong sort of data point to support the valuation of our portfolio. Also points, as well, to that long, consistent track record of delivering uplifts being very important as people look at the quality of our companies and the quality of our portfolio.

Oliver Gardey

Another indicator for the quality of our portfolio is that the 45 exits were done over a 3x multiple on cost. I think that's a very strong indicator that these are assets which are market leaders, and people are paying good money for those assets.

Martin Li

Great. Thanks, Oliver.

Thanks, Colm. A few questions on secondaries.

Great to see increasing allocation to ICG LP Secondaries. Do you want to just explain, Oliver, what are we seeing in that market?

Why now, essentially? Maybe start your answer with just a split of our secondaries exposure, what's ICG versus third-party, and what's maybe GP-led versus LP-led?

Oliver Gardey

Yes. The way how ICG approaches the secondary market is that we have two separate teams and two separate funds for the GP-led strategy and for the LP-led strategy, versus our peers and competitors, most of them commingle them in one fund.

We believe these are fundamentally different businesses and need fundamentally different types of sourcing and underwriting and team skills. The GP-led strategy, which focuses on single-asset continuation vehicles, is called Strategic Equity.

They have now raised a Fund V. We have been participating in all the funds, and we have benefited from a lot of co-investments coming from that fund.

Then on the LP secondaries, where we just recently made the commitment of $90 million into the LP Secondaries Fund II, focuses on portfolios of top-tier buyouts and buying LP interests in top-tier buyouts. That has performed very well and is one of the top performers in the LP secondaries market, particular of the '21-'22 vintage.

Roughly, the exposure is slightly more on LP secondaries than GP secondaries currently as we grow with the funds and the co-investments. However, we do expect that we'll continue to invest in the GP secondary space next year.

The split between third-party secondaries versus ICG-related secondaries, it's predominantly really ICG in the ICG secondary funds. Because we also can do free of fee and carry co-investments alongside those funds.

That is a particularly attractive way of playing the secondaries market.

Martin Li

Thanks, Oliver. A question on US versus Europe: What are our managers telling us in the US?

What are our managers telling us in Europe? Do those views differ?

Colm Walsh

In terms of the market environment?

Martin Li

Yes.

Colm Walsh

What I would say is I think, obviously, when you turn on the news now, there's a lot of coverage about US politics in particular. I think our portfolio is fairly well-insulated.

When we speak to our US managers, they remain optimistic. It is still the world's largest private equity market by some distance.

We think it's a market that has especially attractive characteristics. It's a very deep market.

It is a pool of some of the world's best private equity managers. We think it's an incredibly attractive market, and the portfolio is not particularly exposed to any of the political volatility.

I would say in terms of what our European managers are telling us, I think, again, we're investing in market-leading companies, and very often these are companies that have diversified business models. I think they remain cautiously optimistic.

I would say there's not been a significant change in the tone of what we're hearing from our managers over the last year. Oliver, anything?

No,

Oliver Gardey

I just would add that we're very much a bottom-up oriented investor, we're very much driven by the performance, the strategy of the underlying fund managers. When we do co-investments, we look at the underlying companies and how they are operating in the market.

Obviously, tariffs is part of our analysis, how these companies could be potentially affected by tariffs, or by other things such as AI, or benefit even from AI. We're very much bottom-up driven, and the geopolitical shifts and capital flow shifts don't really apply as much to the kind of the companies we're buying, which are mid-market, 250 market-leading companies in niche businesses, $250 million to $2 billion in enterprise value.

We're less exposed to those type of shifts as you would find and see in the public markets.

Martin Li

Great. Thanks, Oliver.

Thanks, Colm. A question on capital allocation: How does the board think about dividends versus buybacks?

We're announcing today the board increased their dividend guidance for FY '26 to 39p per share. As, Oliver, you said in the presentation, the board is reconfirming that the long-term buyback is intended to operate at any discount to NAV.

Just a word on how the board thinks about capital allocation and the split between dividends and buybacks?

Oliver Gardey

There's no change in policy. We believe very strongly that obviously, the dividends helps a lot of shareholders to see that we stand behind it and that the portfolio is generating cash, but also what we are quite keen is particular where discounts are, that this is also in an opportune time to do some buybacks and generate some value by doing buybacks, as well as creating liquidity for the underlying shares, so that as investors are looking for to sell or buy, that there's a market as fluid as possible and as liquid as possible.

Martin Li

Great. Thanks, Oliver.

A question on our robust balance sheet: We're announcing a gearing ratio of 3% at 31st of October 2025. This question is, what do you see as the optimal gearing level given the current opportunity set?

We probably can't give a precise number, but how do we think about gearing and the robustness of our balance sheet in this current environment?

Colm Walsh

You're right, Martin. We're not going to give a precise number.

I would say listen, we don't want to have permanent leverage. We use our borrowing facility to bridge some of the inevitable gaps you get between cash flows, effectively, but also to allow us to invest when we see an attractive environment.

I would say you'll have seen that our ratio has fluctuated. It's been a little bit higher than 3% recently.

I think shareholders should expect that ratio to sort of stay within historical ranges. We're going to keep using it in the same way, but it's good to be in this starting position.

We think there's potentially some attractive opportunities that will arise in the year ahead, and all else equal, having a lower gearing ratio allows you to take greater advantage of those opportunities.

Martin Li

Great. Thanks, Colm.

There's a question here on NAV returns: Obviously, we've announced very strong realizations and market optimism has improved. This question is, Blackstone stated yesterday, for example, they have the largest IPO pipeline in a long time.

Are we anticipating a return to 2021, 2022 NAV returns?

Oliver Gardey

Those were extraordinary big years, and frankly, some of that have come down over the last 2 or 3 years because of the high valuations and exuberance in '21, '22, which created a huge NAV growth, but at the same time, that obviously took some of that value creation upfront. Over the last 3 years we were kind of digesting that.

Now we do think that we'll anticipate a return back to normality, but '21, '22 was particularly high with over 20% and 30% NAV growth. We're expecting, and that's what we're underwriting in our investments and everything we do from secondaries, primaries, as well as co-investments, of around mid-teens net, and that's kind of what we're seeing as a long-term average.

Martin Li

Great. Thanks, Oliver.

There's only one final question I can see, which is a factual question, I'm happy to take this one. This is just on uplifts.

We've announced the last 12 months' exits, as Colm said, the multiple to cost was 3.1x and the uplift was 11%. This question is just specifically for the Q3 exits, what have been the uplifts?

We don't typically disclose because it's a smaller sample set each quarter's exits, so that's why we give the last 12 months' longer look-through, but you can broadly take that those numbers are similar for Q3 that we've published for the last 12 months. I don't see any further questions online, Oliver, Colm, thank you very much.

If there are any follow-up questions after this webinar, please feel free to contact the email address that you see on screens. With that, Oliver, Colm, thank you very much, and thank you all for joining today.

Colm Walsh

Thanks, everyone.

Oliver Gardey

Thanks, everybody.