Final Results
Embargoed until 7.00am on Wednesday 2 June 2010
Preliminary results
for the year ended 31 March 2010
Intermediate Capital Group PLC ("ICG" or "the Company"), a leading independent
principal investor and credit fund manager, announces its preliminary results
for the year ended 31 March 2010.
Financial highlights:
+----------------------------------------------+-------------+-------------+
| | 12 months to| 12 months to|
| |31 March 2010|31 March 2009|
+----------------------------------------------+-------------+-------------+
|Fund Management Company* profit before tax | £38m| £31m|
+----------------------------------------------+-------------+-------------+
|Investment Company* profit / (loss) before tax| £68m| £(98)m|
+----------------------------------------------+-------------+-------------+
|Group profit / (loss) before tax | £106m| £(67)m|
+----------------------------------------------+-------------+-------------+
|Group profit / (loss) after tax | £82m| £(73)m|
+----------------------------------------------+-------------+-------------+
|Earnings / (loss) per share | 25.0p| (35.1)p**|
+----------------------------------------------+-------------+-------------+
|Total dividend per share | 17p| 17p**|
+----------------------------------------------+-------------+-------------+
|Cash core income*** | £115m| £53m|
+----------------------------------------------+-------------+-------------+
|Investment portfolio | £2.7bn| £2.9bn|
+----------------------------------------------+-------------+-------------+
|Third party assets under management | £7.3bn| £8.5bn|
+----------------------------------------------+-------------+-------------+
* The definitions for Fund Management Company and Investment Company can be
found in the Financial Review.
** Adjusted for the July 2009 rights issue
*** Cash core income is defined as profit before tax less net capital gains,
impairments and unrealised rolled up interest.
Financial highlights:
* Group profit before tax of £106 million compared to a loss of £67 million in
2009
* Fund Management Company profit of £38 million (£31 million in 2009), which
benefited from a one-off release from an incentive scheme of £6.9 million
* Higher net interest income, lower provisions and higher capital gains led to
much improved Investment Company profit of £68 million (£98 million loss in
2009)
* Proposed final dividend of 11 pence per share (17 pence for the full year)
Operational highlights:
* Final close of ICG Recovery Fund at €843 million
* Third party assets under management at £7.3 billion (£8.5 billion at 31
March 09)
* Investment portfolio of £2.7 billion (£2.9 billion at 31 March 09)
* Improvement in trading performance of portfolio companies resulting in lower
level of impairments
* Recent momentum in realisations leading to strong capital gains
* Investment capacity of £2 billion between ICG PLC and third party funds
Commenting on the results, John Manser, Chairman of ICG, said:
"I am delighted to report that ICG has returned to profitability and delivered a
solid set of results in what remained a challenging environment. Over the last
twelve months we have focused our efforts to first preserve and, as conditions
improved, realise the value of our portfolio. Increased levels of realisations
have resulted in an increase in our investment capacity. There are encouraging
signs of attractive investments in the refinancing of existing buyouts, in
growth capital and a growing pipeline of transactions in Asia Pacific and North
America. However, against a still uncertain economic background, we continue to
proceed with caution.
I will retire as Chairman of the Board at our Annual General Meeting. I'm
pleased to say that our plans for succession have been successfully implemented.
I am confident that under Christophe Evain and Justin Dowley's leadership, ICG
will go from strength to strength as it accelerates the growth of its fund
management business."
Analyst / Investor enquiries:
Christophe Evain, CEO, ICG +44 (0) 20 7628 9898
Philip Keller, Finance Director, ICG +44 (0) 20 7628 9898
Jean-Christophe Rey, Investor Relations, ICG +44 (0) 20 7448 5876
Media enquiries:
Amanda Fong, Corporate Communications, ICG +44 (0) 20 7448 4156
Charlotte Kirkham, Tim Draper, M:Communications +44 (0) 20 7920 2331
This Preliminary Results statement has been prepared solely to provide
additional information to shareholders and meets the relevant requirements of
the UK Listing Authority's Disclosure and Transparency Rules. The Preliminary
Results statement should not be relied on by any other party or for any other
purpose.
This Preliminary Results statement may contain forward looking statements. These
statements have been made by the Directors in good faith based on the
information available to them up to the time of their approval of this report
and should be treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying such forward looking
information.
These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended, or an exemption
therefrom. The issuer has not and does not intend to register any securities
under the US Securities Act of 1933, as amended, and does not intend to offer
any securities to the public in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in these written materials,
will not be accepted.
About ICG
Founded in 1989, ICG is a leading independent principal investor and credit fund
manager. It is a leader in the management of investments in mezzanine finance,
minority equity, senior loans and related assets, with approximately €11 billion
under management in proprietary capital and third party funds. ICG has a large
and experienced investment team operating from its head office in London and
offices in Paris, Madrid, Stockholm, Frankfurt, Amsterdam, Hong Kong, Sydney and
New York. Its stock (ticker symbol: ICP) is listed on the London Stock Exchange.
Further information is available at: www.icgplc.com.
Chairman's statement
This has been a good year for ICG despite the difficult economic climate.
We expect to make further progress in the current financial year. Meanwhile I am
delighted to report that we have returned to profitability, generating a profit
before tax of £106 million for the year compared to a loss of £67 million last
year.
As announced in March, we have adopted a new segmental reporting format as
detailed in the Financial Review. The profit before tax of our Fund Management
Company ("FMC") was up 23% to £38 million. The Investment Company ("IC")
returned to profitability and delivered a profit before tax of £68 million due
to a combination of factors including resilient net interest income, a strong
rebound in realisations and a lower level of impairments.
The level of realisations and repayments has been considerably better than we
anticipated a year ago. We have recorded a number of substantial capital gains
and, on Marken, our second largest investment, a record gain. We have closed our
Recovery Fund at €843 million in what has been acknowledged as an extremely
challenging fundraising environment.
Our investments have proved resilient. Provisions are much lower than last year,
as they should have been, and we can already report a number of write backs. In
the last quarter, there were signs of improved performance across our portfolio.
While conditions are more favourable than in the prior year, the recent
turbulence caused by sovereign debt concerns serves as a reminder that the
economic recovery remains fragile.
We have increased our ability to capture the attractive investment opportunities
available in the current dislocated market by completing a rights issue of £351
million and extending the term of £612 million of our debt in the last 12
months. In addition, we have raised €368 million of additional third party
equity commitments for our Recovery Fund 2008.
I would particularly like to thank you, our shareholders, for your continued
support.
Year in review
At the start of the year we stated that we had four clear objectives: to monitor
and manage our portfolio; maintain a strong balance sheet; continue to raise
third party funds; and invest selectively in secondary loans. We have made good
progress towards meeting these objectives and as a result we started the new
financial year in a position of strength.
The portfolio has stabilised and in recent months we have started to see
encouraging earnings trends. In addition, weaker assets have by and large been
successfully restructured and realisations have resumed apace. While provisions
remain high, we expect these to continue to trend down.
The balance sheet is strong. Shareholders' funds as at 31 March 2010 stood at
£1,184 million, up £408 million compared to 31 March 2009. The balance sheet is
also very liquid with undrawn debt facilities at £729 million at year end.
We have laid out our ambition to become a leading global independent alternative
asset manager and have made good progress in a short space of time in
establishing a dedicated fund marketing function, which will underpin the growth
in assets under management. The final and highly successful close of our
Recovery Fund attracted a number of new key investors to ICG, including two new
sovereign wealth funds and our first US state pension fund investor. This was
achieved in a difficult fundraising environment and is testament to the strength
of ICG's fund management franchise.
Finally, the rate of investment is slowly improving. We have deployed £254
million over the year for ICG and our mezzanine and growth capital funds, the
bulk of which was accounted for in the second half. There is now growing
momentum in our investment pipeline globally.
Dividend
The Directors remain committed to delivering progressive dividends based on a
sustainable level of cash core income. The Board has proposed a final dividend
of 11 pence per share making a total of 17 pence for the year in line with the
previous financial year.
The dividend will be paid on 20 August 2010 to shareholders on the register at
16 July 2010.
The Board and employees
To support the growth of our fund management business, we have also made a
number of changes to the composition of the Board to further enhance its depth
of fund management knowledge.
In March 2010 Christophe Evain was appointed CEO as successor to Tom Attwood,
who will remain on the Board, chair the Executive Committee and focus on
fundraising.
The Board appointed Kevin Parry as a Non-Executive Director in June 2009. Kevin
Parry is Chief Financial Officer at Schroders PLC, the global asset management
company. The Board also appointed Peter Gibbs, formerly Chief Investment Officer
of Merrill Lynch's Investment Management activities outside the US, as a
Non-Executive Director in March 2010.
After nine years on the Board of ICG and having completed my term of office, I
have decided not to stand for re election at the AGM. I am delighted that Justin
Dowley, who has been on the Board of ICG PLC since March 2006, will be my
successor.
I would like to sincerely thank our employees for their hard work and focus
throughout this challenging year. Their continued commitment and energy has been
instrumental to the strength of our competitive standing.
Outlook and strategy
As we enter the new financial year, we are focused on accelerating the growth of
our fund management business. Over the next five years we expect to broaden our
fund management offering in alternative asset management and deepen our
geographic coverage. Long term, we do not believe that we can rely on banks or
capital markets to finance the growth of our balance sheet on an attractive
basis. Accordingly, we are focused on increasing our assets under management to
take advantage of the opportunities generated by the increased volatility in
financial markets, and will be less reliant on balance sheet expansion for
growth.
The volume of senior buyout debt that is due to reach maturity over the coming
years will provide ICG with considerable investment opportunities. We will be
able to refinance the balance sheets of existing quality buyout transactions,
the growth of which has been impeded by inappropriate capital structures. Such
opportunities have taken time to emerge but there was a clear improvement in our
deal pipeline in the second half of the year. We will also continue to invest in
growth capital opportunities. The uplift in deal flow from both Asia Pacific and
North America bodes well for our local operations.
I leave the Company with an experienced and ambitious management team, a clear
strategy for growth and a strong position in the market place. I have the utmost
confidence that under Christophe and Justin's strategic guidance ICG will
continue to flourish and create long term value for its shareholders.
Managing Directors' Review
Strategic review
In a world where interest rates are low and may remain so for a long period of
time, our specialist asset classes - mezzanine finance, senior loans and high
yield bonds - can offer attractive investment products tailored to meet
investors' appetite for risk and return. We are well placed to continue to
deliver value to shareholders and fund investors as we have done over our 21
year history.
ICG has built a unique position in the mezzanine and credit markets. Our
unwavering commitment to conducting business locally, our ability to deliver
sizeable investment commitments, and our consistent and long lasting investment
philosophy have all been trademarks on which we have built our reputation. All
of these criteria, which lead investors to choose us, are dependent on our track
record and the unparalleled experience of our people.
Although we emerge from this crisis in a stronger position, we are nonetheless
acutely aware that the state of the debt market going forward will not allow us
to continue to fund and grow ICG as we have done in the past. While we see
highly attractive investment opportunities emerging, it has become necessary to
adapt our business model.
Our vision is to evolve from being a leading independent principal investor to
becoming one of the largest independent alternative asset managers globally,
with leading positions in mezzanine finance, growth capital and related credit
markets. ICG has gradually developed from being an investment firm for its own
account to an investor and manager of third party funds. Today, third party
funds account for approximately 75% of our assets under management with the
remaining 25% representing the contribution of the balance sheet, which remains
our largest single investor.
Our investment philosophy has been the foundation of our track record and will
form the bedrock from which we will grow the fund management business. Our aim
is to double assets under management over the next five years. We believe we can
achieve this by leveraging our international network, sharpening our focus on
the needs of our fund investors and identifying new investment niches where our
expertise can excel.
Although the markets that we serve have changed considerably, and the short term
remains uncertain, our competitive position has improved significantly. We are
convinced that medium term opportunities will continue to emerge for best in
class investment firms such as ICG.
Market trends
Investments
Mezzanine & Growth Capital - Europe
Last year marked a low point for the European buyout market. As we had
anticipated, the lack of senior debt, both from banks and institutional
investors, restrained primary deal activity. With valuations and profits
negatively impacted in the first half of the year, activity in the secondary
buyout market was also non existent.
In the second half of the year, the senior debt market stabilised. European
banks made a cautious re-entry to the buyout market and are now prepared to
supply some senior debt to high quality buyouts. We have seen little new fund
inflows into Collateralised Debt Obligations ("CDOs") and credit hedge funds,
which provided much of the leveraged finance during the height of the market.
Nonetheless these institutions have had to reinvest the proceeds of recent
refinancings, generating some liquidity in the market. Activity resumed in the
second half with €11 billion of buyout transactions recorded in the six months
to 31 March 2010. While this figure shows uplift in activity, it still remains a
fraction of the volumes seen during the peak in 2007, and is closer to levels
experienced in the late 1990s.
As valuations improved and, more significantly, as the pressure on private
equity firms to put an estimated €200 billion of dry powder to work in Europe
alone increased, secondary buyouts made a come-back. However activity remains
limited to the very best assets in private equity portfolios. There is strong
competition for these high quality assets and, as a result, the valuations
achieved in these transactions were very close to the levels seen before the
onset of the recession. This has created an opportunity for us to sell assets
which have performed strongly and crystallise the value in our portfolio.
Meanwhile, the opportunities to invest in new buyouts have been limited so far.
We expect the buyout market to change in our favour, albeit slowly. Current
political pressure on banks will lead them to de lever, focus on less risky
activities and generally lend to their domestic markets. The buyout universe
will therefore be focused on mid sized companies, rooted in local markets, and
cautiously structured. Over time, we expect liquidity to return to an
institutional debt market cleared of the excesses of the boom years, with fewer
more professionally managed investment firms. This will contribute to the
revival of a healthier buyout market, similar to the late 1990s or early 2000s.
This plays to our strengths and supports our continuous commitment to our
network of local offices.
Meanwhile, we believe that the best and more numerous opportunities will be in
the recapitalisations of existing buyouts. In the year gone by, banks and
sponsors alike have focused on the most pressing restructuring issues in their
loan books, leaving refinancing issues to be dealt with at a later stage. The
fact remains that over €200 billion of senior buyout debt is due to mature in
the next four years in Europe alone. A substantial number of quality mid market
companies will find themselves with levels of senior leverage which will hinder
their prospects for future growth. While the high yield market provides
opportunities for larger buyouts to refinance their existing debt structure,
this has little impact on the mid market.
The obvious solution to these situations is to extend maturities in exchange for
margin increases. But this option is unlikely to be available to many given
that leverage levels in new transactions are much lower, and that some existing
investors will not be in a position to grant an extension if their own funds are
nearing maturity. Fresh cash injections will be required and mezzanine finance
will be very well placed to provide the flexibility for good performing
companies that are impeded by a stressed capital structure. We expect these
recovery opportunities to constitute a greater proportion of the transactions we
complete going forward as the magnitude of maturing buyout debt increases.
We also expect opportunities in growth capital where competition is more muted.
With the improving economic environment, companies and management teams are
increasingly capitalising on opportunities to expand. The limited supply of bank
loans creates a need to look at alternative sources of capital. Our track record
of investing in mezzanine capital, where we are accustomed to taking minority
positions, means that we have a natural advantage in this market.
The financial crisis has reshaped the way in which investment opportunities are
originated, particularly given the often sensitive nature of recovery
transactions. Opportunities are increasingly private, and relationships with
local advisors, private equity sponsors and management teams are paramount.
Developing these relationships takes time, diligence, investment discipline and
a genuine and established network of local investment professionals who have
earned the trust of these counterparties. This plays to our strengths.
Mezzanine & Growth Capital - Asia Pacific
Activity in the Asia Pacific buyout market is now increasing materially from the
low point of 2009. Economies are stronger and banks have not suffered to the
same extent as their Western counterparts. This has led to a faster, healthier
recovery of the buyout market. Recent buyout activity has been concentrated in
Australia, Singapore and Taiwan. Secondary and tertiary buyouts have become a
notably more common feature in the region.
We have also seen a flow of buyout activity coming from developing Asian
economies. We remain committed to investing in the most developed part of the
region and do not expect to invest in less established markets until we are
convinced of the stability of returns.
Our team continues to see the vast majority of buyout and growth capital
transactions taking place across Asia Pacific, underlining the strength of ICG's
reputation and relationships with local private equity sponsors and management
teams. We expect to reinforce our already strong market position.
There are also opportunities in the recovery space, as businesses seek to
recapitalise their capital structure. These investments are relatively complex
compared to traditional buyout, which bodes well for our Asia Pacific team, one
of the very few in the region that have the capacity to structure a meaningful
size solution to help businesses de-lever and provide fresh capital to unlock
growth.
Mezzanine & Growth Capital - North America
As expected, the North American buyout market has reopened with relative speed.
While this market shares some of the same characteristics as Europe, more mature
market participants have addressed problems at greater speed. Balance sheets
have been strengthened and deals have been restructured faster. As a result the
market is seeing more primary buyout activity. We expect there to be a
meaningful opportunity for ICG to provide mezzanine finance to support mid
market transactions. Our team had a very encouraging start prior to the crisis
and we intend to further develop our presence in this market. We are confident
that we can build on this position and expand our business as primary activity
returns to the region.
Credit Funds Management - Europe
Leveraged Loans
The European senior loans market has broadly recovered over the course of the
year with the price of the most liquid names now trading in the mid 90s. Less
liquid names have also rallied but pockets of value can still be found. ICG is
well placed to originate and invest in the less liquid, middle market loans of
companies where we have unique insights and where we perceive value.
As buyout transactions resumed so did new senior loans issuance, although
volumes are still significantly lower than before the crisis and more comparable
to those of the late 1990s. €6 billion of new senior loans were issued in the
first quarter of 2010, more than the whole of 2009 when only €4.7 billion of
loans were issued. New issues have much lower levels of senior leverage, with an
average of 3.5 times EBITDA, and improved security packages. Spreads are also
more attractive at close to 450bps, around 200bps higher than their historical
average.
Although most commentators believe that default rates in European debt have
peaked, we remain cautious given the fragility of the economic recovery. The
twelve month default rate for the S&P senior loan market rate fell to 10.8% at
the end of March, having peaked at 15.8% in December 2009. Ratings agencies are
now expecting much lower defaults for 2011.
High Yield Bonds
March 2009 was a pivotal moment for the high yield bond market and the beginning
of a strong recovery in prices which, by March 2010, reached similar levels to
those seen prior to Lehman's collapse.
As the year progressed default expectations improved the overall sentiment in
the secondary market. The S&P twelve month trailing default rate for European
High Yield bonds peaked in January 2010 at 8.6% and reduced to 6.6% by the end
of March 2010 with expectations for further reductions in 2010 and beyond.
This resurging confidence in the secondary market helped to re open the primary
market for high yield bonds. A raft of new issuance emerged in the second half
of 2009 and a number of larger buyout assets are now increasingly tapping this
market to refinance their current debt structure. Between March 2009 and March
2010, in excess of €36 billion of high yield bonds were issued into the European
market in 61 transactions for the most part conservatively structured with
yields of 8% and 10%, and leverage of close to four times.
Fundraising
The fundraising market remains difficult as many institutions are still
considering future allocations in light of the continued volatility. Against
this backdrop, fundraising volumes remain very low. However there are a number
of long term developments in the private equity and alternative asset fund
management space that we believe will work in our favour.
The severity of the crisis has tempered the rapid growth of commodity financing
which fuelled fundraising in the credit space in the lead up to the crisis. At
ICG we stated as early as 2006 that this situation was not only unviable but
damaging to the market in the long run, with credit risk being ignored in favour
of volume.
While the private equity market still benefits from considerable unutilised
resources due to the large amount of capital raised ahead of the Lehman
bankruptcy, the next round of fundraising will reshape the competitive
landscape. Track record, stability of management, reputation and depth of
experience will be foremost in the minds of investors. Investors will be
extremely selective in future allocations and although it will be extremely
difficult and time consuming to raise new funds we are confident that we hold
long term and sustainable advantages over our competitors and that these will
lead to the continued growth of our fund management business. We have
consistently delivered top quartile investment returns both in our mezzanine and
debt businesses. As the market consolidates further, this will be a defining
factor in our future success. The size of the final close of our Recovery Fund
is testament to the growing attraction of the ICG brand name to new investors.
Our objectives
Grow our existing business
Mezzanine and Growth Capital
As the global independent leader in mezzanine finance, we believe there are
further opportunities to grow our existing mezzanine and growth capital
business. The flexibility and stability of mezzanine as an asset class is
recognised by investors as an attractive and less volatile complement to private
equity funds. Opportunities to invest mezzanine in recovery deals, mid sized
buyouts and growth capital will allow us to deploy capital on behalf of
investors and our shareholders.
As the current environment favours long established, successful players, we
intend to maintain our leadership position in Europe and Asia Pacific, and make
significant strides in the US where the use of mezzanine finance has recovered.
Credit Funds Management
Investor appetite for traditional structured funds such as CDOs is limited.
However there continues to be interest from yield seeking investors, such as
pension funds and insurance companies, in lowly levered loan funds. In response
to this we seeded our first dedicated high yield fund in December, and continue
to explore new fund structures that will meet the needs of investors.
Opportunistic growth
The dramatic shift in the European credit market may also give rise to some
unique opportunities in the coming years. Prior to the credit bubble bursting, a
wave of managers of CDOs and credit hedge funds entered the credit market,
primarily investing in buyout debt. Many of these managers are finding it
difficult to operate under the current market conditions and will not be able to
raise further funds. Indeed many do not have the requisite platform,
infrastructure, governance or resources to manage some of their loans. These
funds are likely to be sold, liquidated over time, or become dormant with little
prospect of revival. Consequently we hope to see opportunities to acquire small
to mid sized fund managers that complement our existing business model, culture
and international network.
Meanwhile banks, which constitute a large source of leveraged loans, now have a
limited appetite for the asset class. Lending levels are therefore likely to
remain constrained as they focus on deleveraging their own balance sheets and
seek to respond to the changing regulatory environment. Some banks are also
reducing their exposure to what they perceive to be the riskier end of lending
activities. In most cases the underlying assets, generally leveraged loans, will
still exist and have to be managed. This presents us with a number of
opportunities to acquire, on behalf of third party investors, portfolios of
loans from managers and banks that no longer have the appetite or resources to
manage them. We are one of a handful of firms that have the skills and
experience to source, assess and price these portfolios particularly given the
illiquid nature of the underlying company loans.
Our extensive network of investment professionals apply the same rigorous credit
analysis to assessing the underlying credit quality of portfolio opportunities
as they do with individual investments. Indeed we are currently assessing a few
such portfolios which may meet investors' appetite for yield generating
products.
Expand our business
ICG has developed expertise in a number of complementary asset classes. From its
origins in mezzanine finance, ICG has successfully expanded into leveraged
loans, high yield bonds, growth capital investments and more recently recovery
assets.
Common to all of these asset classes is our ability to originate, assess and
price risk across the capital structure of sub investment grade companies. As we
grow our business and fundraising capabilities, we will consider how these
skills and discipline can be successfully applied to other asset classes. We
will do so with the same degree of careful consideration and prudence that we
have exercised over the last 21 years.
Key priorities for growth
We have set three key priorities to grow our business: place fund marketing and
product innovation at the core of our growth strategy; take advantage of the
investment opportunities that emerge from these market conditions both on and
off balance sheet; and finally to align the entire organisation to our vision of
being one of the largest independent alternative asset managers globally. In
this respect, the Board has revisited our incentive schemes to ensure further
alignment of our employees with the company's strategic objectives and
shareholder interests. The new schemes will be proposed to shareholders at the
forthcoming AGM on 13 July 2010.
Looking ahead we believe opportunities will develop across a broader range of
asset classes which will play to our strengths in assessing and pricing
corporate risk. We remain confident of our ability to raise third party funds,
and have renewed our focus on establishing sustainable and long term investor
relationships.
We are committed to our co investment model for mezzanine and growth capital
funds and will continue to maximise the size of our balance sheet while
operating within a prudent funding framework through the debt cycles. We will
also continue to provide seed capital to support our loans and high yield funds
as well as expand into new geographies and asset classes.
For reporting purposes and to provide greater transparency on each of these
businesses we have separated the Investment Company and the Fund Management
Company.
While we are acutely aware that volatility has returned to the market, we take
great pride in the fact that we have emerged from this cycle stronger than when
we entered it. With the backing of our shareholders, bankers and investors, we
have the agility and financial stability to take advantage of investment
opportunities that will emerge. We believe that this is due to our unique
proposition, continued discipline, judgement and the quality and commitment of
our people.
Business review
The year started in the depths of one of the most severe economic downturns
experienced by the financial markets. The speed and global scale of the downturn
was acute and our top priorities were to:
* Monitor and manage the portfolio
* Maintain a strong balance sheet
* Continue to raise third party funds
* Invest selectively in secondary loans
We are pleased to report that we were successful in our achievements against
these priorities, aided by a stabilisation of the economic environment in the
second half of the year.
Monitoring and managing the portfolio
Improvement in portfolio performance
Overall we are encouraged by the improvement in the operational performance of
our portfolio over the last 12 months, which benefited from a recent improvement
in the broader economy. This has started to translate into improved portfolio
statistics, with 59% of portfolio companies now performing at or ahead of last
year compared to 53% in September. More significantly, these performances were
driven by top line growth rather than through the cost savings that were
prevalent earlier in our financial year.
The improvement in trading has also led to a reduction in gross provisions for
our portfolio, which were 32% lower compared to the previous year. Although
provisions remain high, we expect that they will continue to trend down. We have
also recovered £18.5 million from previously written down assets. As of today
the number of assets of immediate concern has reduced. Visibility on the
sustainability of the recent improvement on economic environment remains however
limited and the recent crisis triggered by sovereign debt concerns serves as a
reminder of the fragility of the recovery.
Our mezzanine portfolio remains highly diversified both by geography and sector.
It comprises 78 assets based in 20 countries across Europe, Asia Pacific and
North America. France represents our largest country exposure with 39% of assets
by value, followed by the UK with 16%. We have less than 10% of our investments
located in Spain and Italy and no exposure to Greece, Portugal or Ireland.
The portfolio is, as we have detailed in previous statements, defensive with
limited cyclical exposure. The portfolio is also highly diversified by sector.
Our largest sector is business services accounting for 21%, followed by
healthcare at 17%.
Our top 20 assets account for 48% of our portfolio. Among these large assets,
there is a bias towards business services, healthcare and utilities. Our largest
asset, Medi Partenaires, is a private clinics operator in France and accounts
for just under 4% of our investment portfolio.
Our 10 largest equity investments account for 50% of our equity portfolio (10%
of total investments) and are showing strong resilience, with eight of these
assets performing above last year's level.
Maximising recoveries
Maximising recoveries and preserving the value of our portfolio was our highest
priority over the year.
While the severity and speed of the financial crisis resulted in the abrupt
decline in performance of our weakest assets in the last half of the previous
financial year, this year's restructurings were less dramatic. Our weak assets
experienced a softening of performance rather than any liquidity issues, and as
such a broader range of restructuring options was available to us.
Our portfolio benefited from the focus of our dedicated restructuring team,
consisting of 10 of our most senior investment professionals from around the
world. By working closely with our local investment teams, they were well placed
to identify issues among our weakest assets and to swiftly implement a recovery
plans.
The team's focus and proactive approach has enabled us to identify potential
issues early, and in many cases, take a lead role in determining the nature of a
restructuring with our counterparties. Where appropriate, we have introduced
operational turnaround specialists to provide additional support to management
teams. Our experience over the last twelve months has shown that a proactive and
solution led approach is just as important in influencing the outcome of a
restructuring as the legal framework. The result is that we were able to
negotiate favourable economics in a significant proportion of restructurings,
thus maximising the prospect of recoveries across the portfolio. This, in time,
may enable us to recover some of the provisions we have taken against weak
assets.
There are, indeed, some signs of recoveries. The sale of our mezzanine
investment in Gala Coral above our net carrying value generated a write back. In
addition, the pending sale of Helicon to a trade buyer, which is due to complete
in August subject to regulatory approval, will result in a full repayment of our
mezzanine investment, and a further write back. Both assets delivered a money
multiple of greater than our original investment when taking into account
interest received.
Although the economic environment has improved, we will continue to closely
monitor our portfolio and in particular our most vulnerable assets. We are
mindful that current economic conditions are fragile, and that monetary and
budget imbalances across Europe may lead to a relapse.
Maintaining a strong balance sheet
Thanks to the ongoing support of our shareholders and bank lenders, we raised
£351 million via a rights issue in July, and extended £545 million of our
existing debt facilities to June 2013. This, combined with a return to
profitability, saw shareholders' funds at 31 March 2010 increase to £1,184
million. In May 2010 we extended an additional £67 million of bank debt to June
2013, bringing the total extension to £612 million and further demonstrating the
support of our relationship banks.
The uplift in bond and equity markets, together with improving economic
conditions and a renewed appetite for investments across the private equity
industry, spurred a strong flow of realisations in the second half of the year
which resulted in repayments of £224 million for the balance sheet and capital
gains of £99 million. We achieved our first realisation in November 2009 when
Easycash was sold to a trade buyer. This was quickly followed by the sale of
Marken to Apax Partners, the first sizeable buyout in Europe since the
bankruptcy of Lehman. The sale of Marken generated £68 million of capital gains
for the Investment Company, the largest capital gain generated by a single
transaction in our history.
Additional large repayments during the year included: Springer, which was
refinanced; Medica, which was listed on Euronext; and Gala, where we sold our
investment. In addition, since year end we have realised our equity position in
Geoservices and expect to complete the exit of Sebia, which will result in an
additional £24 million of capital gain in the first half of the year to 31 March
2011. Following these exits, we will have exceeded our target of realising £400
million by June 2011.
As a result, net debt stood at £1,504 million at 31 March 2010 down 28% from
last year.
Net debt to shareholder funds' was 127%, down from 270 % at the end of last year
and 150% at 30 September 2009. Undrawn debt capacity stood at £729 million at
year end.
Further expanding our fund management business
Although there are no official benchmarks for mezzanine fund performance, our
fund investors consistently confirm that the performance of our funds places us
in the top quartile of our industry. We outperform the average buyout funds
while delivering more stable income.
At 31 March 2010, the ICG European Fund 2006 was 68% invested in 41 portfolio
companies, and our second Asia Pacific fund, the Intermediate Capital Asia
Pacific Fund 2008, was 25% invested in three portfolio companies at 31 March
2010. In line with our ambition to accelerate the growth of the fund management
business, investors in our flagship European Fund 2006 and Asia Pacific Fund
2008 agreed in September 2009 to increase the proportion of assets to be
allocated to the funds relative to ICG's balance sheet. In exchange we have
agreed to reduce the fees charged to these funds by 25bps. We also decided to
cancel the undrawn debt facilities of the ICG European Fund 2006.
Older funds which are closed for new investments have benefited from the recent
series of realisations, in particular ICG Mezzanine Fund 2003. This fund has now
returned 96% of capital to its investors, having realised 47 of its 80
investments, a performance which will go a long way to help us raise our next
fund.
Fundraising
Despite the year being widely regarded as one of the most challenging for
fundraising, ICG made great strides establishing relationships with a number of
leading institutional investors and gatekeepers from around the world. As a
consequence, our investor base is broader and more geographically diverse than
ever before, as new investors from Asia Pacific, the US and the Middle East
committed to our funds.
The successful close of the ICG Recovery Fund has been encouraging, having
attracted €843 million of third party funds. The fund attracted a significant
number of new third party investors to ICG, notably from the US, Asia and the
Middle East, including our first commitment from a US state pension fund, and
two new sovereign wealth funds. The fund is already 26% invested, with its most
recent investment made in March 2010 in Icopal, a specialist European
manufacturer of building protection. Moreover, through this fundraising cycle,
we have established relationships with a number of quality prospective investors
who have indicated their interest in future ICG funds.
Credit Funds Management
Our Credit Funds continue to outperform the market due to our lower default
rates. The twelve month default rate for S&P Leveraged Loan Market rate peaked
at 15.8% in December 2009 and then fell to 10.8% at the end of March. In
contrast, our Credit Funds Management ("CFM") team achieved a default rate that
was less than half this at 4.5% for the 12 months to March, having peaked at
7.6% in December 2009. In addition our credit funds are starting to benefit from
the improving earnings trend in the buyout market, which should, in due course,
translate to rating upgrades of portfolio companies.
In December we launched a dedicated high yield fund to take advantage of the
resurgence of the European high yield market. As one of the first investors in
European high yield bonds, ICG has a strong track record, consistently
outperforming industry benchmark indices over the past 10 years. The fund is in
development stage having received seed financing from ICG's balance sheet. This
fund will provide investors with direct access to our high yield capabilities
for the first time. With over 10 years of experience investing in high yield
bonds, our CFM team is well placed to capitalise on this opportunity.
Investing selectively in secondary loans
The marked improvement in the economic environment has also led to a sharp
recovery in the leveraged loans market. In the short term this has reduced the
opportunity to generate equity like returns by purchasing senior loans at a
discount in the open market.
However the competitive landscape continues to change in our favour as large
financial institutions are increasingly inclined to reduce their leveraged loan
books and/or divest non core assets. This has given rise to opportunities to
acquire portfolios of loans through our close relationships with financial
institutions. In these situations we apply the same rigorous credit process that
we do when investing in individual loans, thereby maintaining our credit
discipline.
We are currently assessing a number of portfolios and expect these opportunities
to grow as banks' appetite to hold these assets softens.
Investment rate
Since the beginning of 2010 we have seen an increase in transaction
opportunities.
We made two investments during the year. We acquired a significant minority
stake in CPA Global, the market leader in global intellectual property services
and one of the world's leading providers of legal services outsourcing, and a
purchase of discounted senior debt in Icopal, the world leader in specialist
building protection. As a result, we invested £254 million over the year, of
which £234 million was invested in the second half on behalf of ICG and its
third party mezzanine and growth capital funds. £97 million were invested on
behalf of the Investment Company, the balance on behalf of our third party
mezzanine and growth capital funds. We expect this rate of investment to be
maintained over the coming financial year.
At the time of the rights issue in July we highlighted that over €200 billion of
European buyout debt is due to be repaid in the next seven or so years. There
will be limited appetite by banks to refinance some of this debt when it falls
due, creating an opening for ICG to refinance market leading, quality companies
that are cash generative and well managed.
Our current pipeline reflects this trend, and we expect a greater proportion of
our investments to have these recapitalisation characteristics over the coming
years as traditional buyouts remain relatively scarce.
Financial review
New segmental reporting
As we explained in the press release and webcast of our PLC Investor Day on 16
March 2010, our strategic focus is on growing our fund management activities. As
we expect increased contribution to group earnings from this business over time,
we will report the profit of the Fund Management Company ("FMC") separately from
the profits generated by the Investment Company ("IC") in our segmental
reporting note from this reporting period onwards.
The FMC is an operating vehicle of ICG PLC. It sources and manages investments
on behalf of the IC and third party funds. It bears the bulk of the Group's
costs including the cost of the investment network, i.e. the investment
executives and the local offices, as well as the cost of most support functions,
primarily information technology, human resources and marketing.
The IC is an investment unit of ICG PLC. It coinvests alongside third party
funds, primarily in mezzanine and growth capital assets. It is charged a
management fee of 1% of the carrying value of the investment portfolio by the
FMC. The costs of finance, treasury, and portfolio administration teams as well
as the other costs related to being a listed entity are allocated to the IC. The
cost of the Medium Term Incentive Scheme ("MTIS") is charged to the IC while
this scheme remains operational.
Overview
The profit of the FMC was up 23% primarily as the release of £6.9 million of
previously accrued costs from our shadow share scheme more than offset lower fee
income. The IC returned to profitability due to resilient net interest income, a
strong rebound in realisations and a lower level of impairments. As a result
group profit before tax rose to £105.8 million compared to a loss of £66.7
million last year.
The balance sheet is strong. Shareholders' funds at 31 March 2010 stood at
£1,184 million, up £408 million compared to 31 March 2009, primarily due to the
net proceeds from the July 2009 rights issue which accounted for £351 million.
The balance sheet is also highly liquid with undrawn debt facilities at £729
million at the year end.
Profit and Loss Account
Fund Management Company
Assets under management
The Group defines its assets under management ("AuM") as the total cost of
assets owned, managed and advised by the Company plus commitments to its managed
and advised funds, in addition to debt facilities for the funds.
Total AuM at 31 March 2010 were £9,958 million, down 12% compared to 31 March
2009 (£11,319 million) due to both lower third party assets under management and
balance sheet investments. The appreciation of Sterling versus the Euro and the
US Dollar over the period accounted for 4% of this 12% decline.
Third party AuM, at £7,340 million, were down 14% in the 12 months to 31 March
2010.
Mezzanine and Growth Capital AuM amounted to £3,178 million, down by 18%,
primarily due to our decision to cancel a debt facility for the ICG European
Fund 2006 as reported in the interim results on 24 November 2009. Realisations
in the European Fund 2003 have also reduced AuM.
Credit Funds AuM were down 10% at £4,162 million as three of our oldest CDOs
have reached the end of their investment period and are now therefore in
realisation mode. This included £34 million of seed equity provided by ICG Group
compared to £27 million at 31 March 2009, principally due to a €10m investment
to seed our dedicated high yield fund.
A discussion on balance sheet investments is included below.
Fee income
Fee income, including the IC management fee recharge, was down 5% at £76.4
million due to lower junior fees from our Credit funds.
Mezzanine and Growth Capital Funds fee income was up 9% at £34.6 million. This
was principally due to the contribution of our most recent funds Intermediate
Capital Asia Pacific Fund 2008, ICG Minority Partners 2008 and ICG Recovery Fund
2008. We also benefited from a £2.7 million carried interest contribution from
ICG Mezzanine Fund 2000 compared to £1.2 million last year.
Fee income was negatively impacted in the second half of the year by a reduction
of 25 basis points of the management fees as agreed with investors in our ICG
European Fund 2006 and Intermediate Capital Asia Pacific Fund 2008 in September
2009. This reduction was in exchange for a lower co-investment ratio for ICG's
balance sheet which will support the acceleration of AuM growth. In addition,
the fund raising costs on the additional €368 million of equity capital raised
during the year for the Recovery Fund 2008 negatively impacted the contribution
of this fund to profit.
Credit Funds fee income was 36% lower at £14.0 million as a result of lower
junior fees. Despite our CFM team's excellent relative performance, a higher
incidence of defaults and credit downgrades experienced in the last 12 months,
have negatively impacted the level of performance fees and junior fees received
from the CDOs we manage. Junior fees continue to be accrued by the funds and are
payable to ICG once the asset base has been rebuilt to a pre set level. Given
the lower level of defaults in the second half we may see some recoveries in
junior fees in the year to March 2011.
The average carrying value of the IC's portfolio was up 4% at £2,783 million,
generating a fee for the FMC of £27.8 million versus £26.7 million last year.
Other income
Dividends received on the equity stakes we own in our Credit Funds were £1.9
million, down from £6.0 million in the previous twelve months.
Operating expenses
Operating expenses for the FMC were 27% lower at £40.3 million compared to £55.3
million last year, due to lower staff costs. Average headcount was lower over
the period and operating expenses benefited from a £6.9 million release of an
accrued cost from our shadow share scheme for our CFM team reflecting the lower
level of fee income in this division (compared to a £1.5 million contribution in
the previous year).
Excluding the shadow share scheme, the operating margin was 40.7% compared to
40.4% in the previous twelve months.
Profit before tax
Overall the profit before tax for the FMC was up 23% at £38.0 million.
Investment Company
Balance Sheet Investments
The balance sheet investment portfolio amounted to £2,684 million down 7%
compared to 31 March 2009. This excludes £34 million of seed equity in our
Credit Funds.
As detailed in the Business Review, the second half of the year saw investment
and realisation activity resuming. In the 12 months the balance sheet invested
£97 million, of which £28 million were follow-on investments and received
repayments of £224 million. Net new lending was a negative £127 million.
In addition, the Sterling value of our portfolio was negatively impacted by the
appreciation of the currency as 66% of the portfolio is Euro denominated and
12% is USD denominated. Sterling denominated assets only account for 12% of the
portfolio.
The investment portfolio comprises £1,635 million of senior mezzanine and senior
debt (60%), £530 million of junior mezzanine investments (20%) and £553 million
of equity investments (20%).
Net Interest Income
Net interest income was 10% higher at £209.7 million compared to £189.9 million
last year (excluding dividend income and the impact of the fair value adjustment
of financial instruments held for hedging purposes) as lower interest income was
more than compensated by lower interest expense.
Despite the higher average investment portfolio, interest income was down 7% at
£272.2 million principally due to a much lower average EURIBOR over the 12
months to 31 March 2010 at 0.89% compared to 4.04% in the 12 months to 31 March
2009. On the other hand, this, combined with a lower net debt over the period,
led to a lower interest expense, down 40% at £62.5 million (excluding the impact
of the fair value adjustment of financial instruments held for hedging
purposes).
Interest income benefited from an additional £7.3 million compared to our
earlier expectations due to the strong level of realisations. Interest income is
accrued using a discounted cash flow model in accordance to IFRS and early
repayments can generate an uplift in interest income as a result of the shorter
discount period used for the computation of the rolled up interest. We also
benefited from unbudgeted cash interest payments on some underperforming assets
due to our relentless effort to maximise recoveries.
Nonetheless, cash interest income was down by £20 million, at £118 million
compared to £138 million in the previous year. This decline was primarily due to
lower base interest rates. Cash interest income is received on both the base
rate and a fixed cash interest spread and was therefore negatively affected by
the lower levels of EURIBOR. Rolled up interest was broadly flat at £154
million, compared to £155 million last year.
Dividend income from portfolio companies was nil in the last twelve months
compared to dividend income of £4.0 million in the previous 12 months.
Fair value movements of financial instruments held for hedging purposes resulted
in a £0.1 million positive adjustment this year compared to £8.3 million last
year.
Other Income
Other income, principally waiver and arranging fees was £3.4 million compared to
£6.0 million in the previous 12 months.
Operating Expense
Operating expenses were up 6% at £60.7 million, due to a higher management fee
on balance sheet investments (£27.8 million compared to £26.7 million) and
higher MTIS accrual on rolled up interest (£28.9 million compared to £23.4
million last year).
Excluding the management fee charged by the FMC for the management of the
balance sheet investment portfolio, and the MTIS accrual on rolled up interest,
operating expenses were down 46% to £4.0 million (compared to £7.4 million) due
to lower staff and administrative costs.
Capital Gains
Capital gains were up 220% at £98.8 million, as the second half of the year saw
an acceleration of realisations including the sale of Marken, which generated
the highest single capital gain in our history. Other realisations include
Accantia, Carema, Easycash, Medica and Springer.
This £98.8 million also includes £20.0 million of unrealised gains on the
warrants we held in Geoservices and Sebia, which were recently sold to
Schlumberger and Cinven respectively. The Geoservices transaction completed in
April and cash proceeds were received at that time. The Sebia transaction is
expected to complete in June, subject to regulatory approvals. Upon realisation
a further £24.0 million of capital gains on ordinary shares will be recognised
through the income statement as currently the gain has been recorded in
reserves, in accordance with IFRS.
Impairments
Gross provisions for portfolio companies were 32% lower at £180.3 million
compared to £266.2 million. Gross provisions for the second half showed a
continuing downward trend and were 19% lower. Recoveries on past provisions were
materially higher in the second half at £16.2 million compared to £2.3 million
in the first half, resulting in a £18.5 million recovery for the year. We sold
our investment in Gala Coral at a price exceeding the net carrying value which
led to a small write back. We also wrote back our provisions against our
investment in Helicon Cable following the pending sale of this investment to a
trade buyer.
Net impairments for the 12 months to 31 March 2010 were therefore 41% lower at
£161.8 million compared to £273.1 million at 31 March 2009.
Profit before tax
The IC returned to profitability and generated a profit before tax of £67.8
million compared to a loss of £97.6 million in the 12 months to 31 March 2009.
This generated a ROE of 7.2% compared to (12.1) % in the 12 months to 31 March
2009.
Group
Profit before tax
As a result of continued growth in the FMC profit and a return to profit of the
IC, Group profit before tax was up by £172.5 million to £105.8 million compared
to a loss of £66.7 million last year.
Earnings per share for the 12 months to 31 March 2010 were 25.0p compared to a
loss of 35.1p last year (adjusted for the rights issue in July 2009). The
weighted average number of shares for the period was 326,563,481.
As a result of the resilient net interest income and the improvement in market
conditions which resulted in a much higher level of repayments, thereby
crystallising more rolled up interest, cash core income was £115.1 million
compared to £53.4 million in the previous year.
The Board has recommended a final dividend of 11p per share. This would result
in a full year dividend of 17p.
In order to continue to offer flexibility to shareholders, the company will
maintain the scrip dividend scheme introduced last year. This scheme allows
shareholders to elect to receive dividends in shares in lieu of cash.
Group Cash Flow
Operating Cash Flow
Interest income received during the reported financial year was up 11% to £168.3
million as the lower level of cash interest income was more than offset by a
higher level of rolled up interest realisations. Over the period realisation of
rolled up interest was £65.7 million compared to £18.0 million last year.
Interest expense was materially lower at £81.0 million compared to £119.8
million due to a lower level of average net debt and lower base rates. This is
despite the one-off payment for the extension of the debt facilities. Dividend
income was also lower at £1.9 million. Fee income received amounted to £52.4
million and operating expenses were £51.0 million.
Operating cash flow for the 12 months to 31 March was up 97%, at £90.6 million.
Cash Flow relating to Capital Gains
Cash flow from capital gains was £79.3 million, up from £(1.4) million in the
previous year on the back of recent realisations.
Free Cash Flow
Tax expense was only £14.5 million due to the loss realised in the year to 31
March 2009. Following repayments, syndication proceeds and recoveries of £217.3
million free cash flow prior to investments and dividends was £372.7 million,
almost double the level of last year.
Movement in net debt and cash balances
These together with the £351.4 million of the rights issue proceeds financed
investments of £98.2 million and a reduction in net debt of £588.1 million.
Dividend payments amounted to £37.8 million.
Group Balance Sheet
Capital Position
The Balance sheet is strong and liquid.
Shareholders' funds at 31 March 2010 stood at £1,184 million, up £408 million
compared to 31 March 2009, primarily due to the July 2009 rights issue proceeds
of £351 million. Since 30 September 2009, shareholders' funds are up £72 million
or 7%, due to the return to profitability in the second half.
Net debt was £1,504 million at 31 March 2010 down 28% from last year.
Net debt to shareholder funds' at year end was 127%, down from 270% at the end
of last year and 150% at 30 September 2009, as a result of the July 2009 rights
issue and recent realisations.
Investment capacity
Total debt facilities stood at £2,233 million at 31 March 2010, including
undrawn debt facilities of £729 million.
With only £170 million of debt maturing in the current financial year, we are
well positioned to take advantage of the emerging attractive investment
opportunities.
In May 2010, we extended a further £67 million of debt in addition to the £545
million we extended in July 2009.
Financial outlook
For the FMC, fee income is expected to remain broadly stable next year. The new
compensation schemes are expected to allocate a greater proportion of our
incentive schemes to the FMC.
The IC will be negatively affected by a lower level of net interest income as a
result of good realisations achieved which reduces the size of our investment
portfolio. Although the current volatility of markets reduces visibility, we
expect realisations to continue in the first half of the current financial year,
which should result in further capital gains. The level of new investments
should benefit from the increasing pipeline of potential transactions.
Impairments are expected to continue to trend downwards in the current year
given the improvement in performance across our investment portfolio. We however
remain cautious about economic trends and will therefore continue to manage our
portfolio closely.
Principal risks and uncertainties.
Risk management is the responsibility of the ICG Board, which has put in place
the following risk management structures:
The Audit Committee comprises five independent Non-Executive Directors. A
further Non Executive Director in addition to the members of the Executive
Committee is also invited to attend, but is not a member of the committee. The
Company's auditors are also invited to attend and have direct access to
committee members. The committee is responsible for the selection, appointment,
and review of the external auditors to the Board; reviewing accounts; the
provisioning policy of the investment portfolio; and the effectiveness of the
internal control environment of the Group.
The Executive Committee comprises the four Managing Directors of ICG, who each
have a specific area of responsibility. The Executive Committee has general
responsibility for ICG's resources, strategy, financial and operational control
and managing the business worldwide.
The Mezzanine and Growth Capital Investment Committee is chaired by Christophe
Evain, CEO. The Committee comprises eight members including four Managing
Directors and four senior members of the Mezzanine and Growth Capital business.
One of these members will be nominated as a Sponsor member, to reflect the
nature of the investment (geography, size, nature of the transaction).
The committee members are responsible for reviewing and approving all investment
proposals presented by investment executives in accordance with the Investment
Policy set by the Board. The approval of the Board is required for large
investments. The Mezzanine and Growth Capital Investment Committee also reviews
and manages potential and actual conflicts of interest, reviews quarterly
performance reports of our portfolio companies, and coordinates management plans
for individual assets as necessary.
The Credit Funds Investment Committee is chaired by Christophe Evain, CEO. The
Committee includes six members including two Managing Directors and four senior
members of the Credit Funds Management team. One of these members will be
nominated as Sponsor member, depending on the nature of the investment
(geography, size, nature of the transaction).
The committee members are responsible for reviewing and approving all investment
proposals presented by credit executives in accordance with the Investment
Policy. The Credit Funds Investment Committee also reviews and manages potential
and actual conflicts of interest, reviews the quarterly performance reports of
our Credit funds' portfolio companies, and coordinates management plans for
individual assets as necessary.
By chairing both investment committees, the CEO ensures that the Company's
Global Investment Strategy is applied consistently across the firm.
The Legal and Compliance Department is responsible for ensuring that business is
conducted in accordance with relevant regulatory and legal frameworks and
internal policies of the Group.
The Treasury Committee has six members including the Finance Director and the
Financial Controller and is responsible for ensuring compliance with the Group's
Treasury Policy, reporting any breach of policy to the audit committee,
monitoring external bank debt and bank covenants, approving and monitor hedging
transactions and approving the Group's list of relationship banks.
Our key risks, and the ways in which we mitigate them are outlined on the
following pages. In light of the severity and volatility of the economic
downturn, we are particularly focused on managing credit, funding and liquidity
risks as outlined in the Business Review.
Business risks
Business risk is defined as the risk of loss resulting from the failure to meet
the business' strategic objectives.
Credit risk
+-----------------------------------------+------------------------------------+
|Potential impact |Mitigation |
+-----------------------------------------+------------------------------------+
|Credit risk is the risk that unexpected|ICG limits the extent of credit risk|
|losses may arise as a result of ICG's|by diversifying its portfolio assets|
|borrowers or market counterparties|by sector, size and geography. It |
|failing to meet their obligations to pay.|uses disciplined credit procedures |
|Such risk is heightened during an|through the life of an investment to|
|economic downturn. In such circumstances|protect its portfolio. We have a |
|a financed company may be forced to sell|specialist team to support |
|assets, undergo a recapitalisation or go|investment executives in managing |
|into a form of administration or other|weakened assets, and when required, |
|insolvency process, which could result in|restructure these assets. |
|a material impairment in the value of| |
|ICG's investment portfolio and result in|Each investment receives an internal|
|ICG PLC having to make provisions on its|credit rating based on performance |
|Balance Sheet. This can have a|and risk to capital. Lower rated |
|significant negative impact on ICG's|assets are reviewed more frequently |
|profits, cash flow and shareholders'|by the relevant investment executive|
|funds, as well as ICG's investment track|and regional head. |
|record and wider market reputation. | |
+-----------------------------------------+------------------------------------+
Liquidity and funding risk
+---------------------------------------+--------------------------------------+
|Potential impact |Mitigation |
+---------------------------------------+--------------------------------------+
|Liquidity and funding risk is the risk |It is our policy to maintain diverse |
|that ICG will be unable to meet its |sources of medium term finance and to |
|financial obligations as they fall due |ensure that we always have sufficient |
|because assets held cannot be realised.|committed but unutilised debt |
|A default under its debt agreements |facilities. With regard to the risk of|
|could have a material adverse effect on|defaults, there is significant focus |
|the Group's financial condition and |within the finance and funds |
|prospects whilst a default by funds |administration departments on the |
|managed by the Group under their debt |monitoring of the terms and conditions|
|agreements may indirectly have a |of the debt agreements and, in |
|material adverse effect on the Group's |particular, headroom under the |
|reputation and the ability to raise new|financial covenants which is reviewed,|
|funds. |as a minimum, on a monthly basis by |
| |the Finance Director. We operate |
|ICG recognises that there may be times |prudent gearing and hedging policies, |
|when the equity and/or credit markets |and aim to maintain headroom on our |
|are closed and it would not be possible|facilities based on future cash flow |
|to raise finance for what might be |requirements and refinancing |
|attractive investment opportunities. |commitments. |
|Such risk is heightened during a period|In addition we maintain a dialogue |
|of financial crisis. |with our shareholders, banks and other|
|Significant delays in the repayment of|potential capital providers. |
|principal and realisation of rolled up| |
|interest and capital gains could have a|In recognition of this risk the Group |
|negative impact on ICG's investment|has revised its business strategy to, |
|capacity, its ability to meet the|over time, place greater emphasis and |
|financial covenants of its debt|develop its fund management |
|facilities and to make repayments as|activities. |
|and when these become due. | |
+---------------------------------------+--------------------------------------+
Counterparty risk
+---------------------------------------+--------------------------------------+
|Potential impact |Mitigation |
+---------------------------------------+--------------------------------------+
|The failure of a counterparty would|The Group has a counterparty approval |
|necessitate ICML entering protracted|process which undertakes credit |
|legal arrangements to recover any net|analysis on new counterparties and |
|monies due to it from the appointed|periodically reviews existing |
|administrators. |counterparties. In addition, exposure |
| |is monitored by the Board. |
+---------------------------------------+--------------------------------------+
Market risks
Market risk is defined as the risk of loss resulting from adverse changes in the
markets in which we operate.
Foreign exchange risk
+--------------------------------------+---------------------------------------+
|Potential impact |Mitigation |
+--------------------------------------+---------------------------------------+
| |ICG seeks to reduce structural currency|
| |exposures by matching loans and |
| |investment assets denominated in |
| |foreign currency with borrowings or |
|ICG is exposed to movements in |synthetic borrowings in the same |
|exchange rates. ICG reports in |currency. In addition, the Group uses |
|Sterling and pays dividends from |derivative financial instruments and |
|Sterling profits. The underlying |other instruments, on a limited basis, |
|assets in its portfolio are |as part of its management of foreign |
|principally denominated in Euros with |exchange risk, to hedge a proportion of|
|some exposure to US dollars. Changes |unrealised income recognised on a fair |
|in the rates of exchange of these |value basis. Failure by a counterparty |
|currencies may have an adverse effect |to make payments due under such |
|on the value of the Group's |derivative financial investments may |
|investments, on the Group's profit and|reduce the Group's returns. |
|any undrawn amount of the Group's debt| |
|facilities. |In terms of its foreign subsidiaries, |
| |it should be noted that these do not |
| |produce profits for the Group and |
| |therefore foreign exchange risk in this|
| |respect is minimal. |
+--------------------------------------+---------------------------------------+
Interest rate risk
+--------------------------------------+---------------------------------------+
|Potential impact |Mitigation |
+--------------------------------------+---------------------------------------+
| |ICG seeks to minimise interest rate |
| |exposure by matching the type, maturity|
| |and currency of its borrowings to those|
| |of a group of assets with a similar |
| |anticipated holding period. Some |
| |derivative financial instruments are |
|Interest rate risk is defined as the|used to reduce the Group's exposure. A |
|risk of loss through adverse movements|hedge is unlikely to be effective in |
|in interest rates. ICG has a mixture|eliminating all of the risks inherent |
|of fixed and floating rate assets,|in any particular position and there |
|which are funded with a mixture of|can be no guarantee that suitable |
|equity and borrowings. |instruments for hedging will be |
| |available at times when the Group |
| |wishes to use them. In addition, the |
| |Group will be exposed to the credit |
| |risk of the counterparty with respect |
| |to payments under the derivative |
| |instruments. |
+--------------------------------------+---------------------------------------+
Competition risk
+--------------------------------------+---------------------------------------+
|Potential impact |Mitigation |
+--------------------------------------+---------------------------------------+
|When the supply of credit is readily| |
|available, competition increases, not| |
|only for mezzanine assets but also for| |
|all sub investment grade debt, at| |
|times leading to a deterioration of| |
|the risk/reward ratio. If the Group| |
|was unable to win new business, this| |
|would mean that its loan book would| |
|not expand. The Group would continue|ICG and most of its funds have the |
|to receive interest and fee income|ability to invest across the capital |
|from the existing portfolio and funds,|structure and take advantage of the |
|although this income would reduce over|best risk/reward ratios at each point |
|time as repayments occurred on the|in the cycle. |
|portfolio and funds matured. This| |
|process would be gradual and therefore|With a 21 year track history, ICG has |
|should enable the Group to manage its|established a strong brand and |
|cost base in line with any reductions|investment track record which |
|in income. |differentiates the group from its |
| |competition. |
|The Group would also be unable to| |
|raise future investment funds from| |
|third parties or fully draw down| |
|equity and commitments to existing| |
|investment funds. This would result in| |
|a reduction in its income from| |
|management and advisory fees,| |
|performance fees and carried interest.| |
+--------------------------------------+---------------------------------------+
Operational risks
Operational risk is defined as the risk of loss resulting from inadequate or
failed internal processes, people and systems, or from external events.
Loss of staff
+---------------------------------------+--------------------------------------+
|Potential impact |Mitigation |
+---------------------------------------+--------------------------------------+
|ICG's key investment professionals have| |
|substantial investment experience and| |
|expertise and are responsible for| |
|originating and executing investments.| |
|The Group may be unable to retain such|We have in place a number of long term|
|key employees in competitive markets or|incentive schemes, aligned with our |
|to continue to incentivise them when|business strategy, which are designed |
|market conditions are challenging and|to attract and retain high calibre |
|investment activity is low. The loss of|executives. We are committed to |
|key investment professionals could|providing competitive remuneration |
|jeopardise the Group's ability to|packages for our staff. |
|source, execute and manage investments|We also have clear investment |
|as well as its ability to affect|processes, committees and an |
|recoveries on troubled assets, which|information sharing platform, which |
|could have a material adverse effect on|minimises the over reliance on key |
|its business. Some of these senior|executives. |
|investment executives will be named as| |
|"key men" for our third party funds and| |
|their departures could trigger the| |
|closure of these funds. | |
+---------------------------------------+--------------------------------------+
Regulatory risk
+-------------------------------------+----------------------------------------+
|Potential impact |Mitigation |
+-------------------------------------+----------------------------------------+
| |The Group has a governance structure in |
| |place supported by a risk framework that|
| |allows for the identification, control, |
| |and mitigation of material risks faced |
| |by the Group. The adequacy of controls |
| |in place is periodically assessed. This |
|Our fund management business is the|includes a tailored risk-based |
|part of the business that is most|monitoring programme designed to |
|exposed to regulatory risk.|specifically address regulatory and |
|Enforcement action by the FSA could|reputational exposure. |
|result in significant damage to the| |
|Company's reputation, while|ICG employs a Legal and Compliance |
|withdrawal of FSA approvals could|Director who reports to the Chief |
|result in the loss of its fund|Executive Officer, and whose role is to |
|management activity. |ensure that the business complies with |
| |this framework. |
| |We employ high calibre employees who are|
| |trained to act in a professional manner |
| |and deal with third parties accordingly.|
| |We follow FSA guidelines and aim to |
| |adopt best practise whenever possible. |
+-------------------------------------+----------------------------------------+
Business interruption
+----------------------------------------+-------------------------------------+
|Potential impact |Mitigation |
+----------------------------------------+-------------------------------------+
|The inability to conduct business| |
|normally could lead to losses and/or|We have a business continuity plan in|
|damage our reputation. The Group relies|place which ensures that our systems |
|heavily on its financial, accounting and|can be rebuilt in the event any of |
|other data processing systems. The|our premises suffer a disaster. |
|majority of these processes, systems and|Internal checks and audits are |
|personnel are located in London. A|designed to mitigate these risks. |
|disaster or a disruption in the| |
|infrastructure that supports the Group's|ICG also considers the use of |
|businesses, particularly in London,|appropriate insurance to be a |
|could have a material adverse impact on|mitigant against a number of |
|its ability to carry on business without|operational risks such as fraud and |
|interruption which could lead to|third party claims. |
|financial loss, disruption of business| |
|and damage to its reputation. | |
+----------------------------------------+-------------------------------------+
Going concern statement
ICG's business activities, together with the factors likely to affect its future
development, performance and financial position are set out in the Managing
Directors' Review.
The risk profile and related uncertainty of ICG increased during the global
recession impacting our borrowers' ability to meet their obligations. Our
portfolio as a whole is performing satisfactorily in light of the economic
conditions. The capital position of ICG is reviewed below.
Having reviewed ICG's budget and business plans and taking into account
reasonable downside sensitivity, the Directors believe that ICG has adequate
financial resources to continue in operational existence for the foreseeable
future despite the current uncertain economic climate and accordingly they
continue to adopt the going concern basis in preparing the financial statements.
Responsibility Statement
The responsibility statement below has been prepared in connection with the
Company's full annual report for the year ending 31 March 2010. Certain parts
thereof are not included within this announcement.
We confirm that to the best of our knowledge:
(a) the financial statements, prepared in accordance with IFRS as adopted by the
European Union, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole; and
(b) the management report, which is incorporated into the directors' report,
includes a fair view of the development and the performance of the business and
the position of the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and
uncertainties they face.
This responsibility statement was approved by the board of directors on 26 May
2010 and is signed on its behalf by
By order of the Board,
John Manser
Chairman
Philip Keller
Finance Director
2 June 2010
Consolidated Income Statement
for the Year Ended 31 March 2010
+---------------------------------------------------------+-----------+--------+
| | | |
| | | |
| | Year| Year|
| | ended| ended|
| | 31 March|31 March|
| | 2010| 2009|
| | £m| £m|
| | | |
| |(Unaudited)| |
+---------------------------------------------------------+-----------+--------+
|Interest and dividend income | 274.1| 303.7|
+---------------------------------------------------------+-----------+--------+
|Gains on investments | 98.8| 30.9|
+---------------------------------------------------------+-----------+--------+
|Fee and other operating income | 52.0| 59.5|
+---------------------------------------------------------+-----------+--------+
| | 424.9| 394.1|
+---------------------------------------------------------+-----------+--------+
|Interest payable and other related financing costs | (62.4)| (95.5)|
+---------------------------------------------------------+-----------+--------+
|Provisions for impairment of assets | (161.8)| (273.1)|
+---------------------------------------------------------+-----------+--------+
|Administrative expenses | (94.9)| (92.2)|
+---------------------------------------------------------+-----------+--------+
|Profit/(loss) before tax | 105.8| (66.7)|
+---------------------------------------------------------+-----------+--------+
|Tax expense | (24.1)| (6.5)|
+---------------------------------------------------------+-----------+--------+
|Profit/(loss) for the year attributable to equity holders| 81.7| (73.2)|
|of the parent | | |
+---------------------------------------------------------+-----------+--------+
|Earnings per share* | 25.0p| (35.1)p|
+---------------------------------------------------------+-----------+--------+
|Diluted earnings per share* | 25.0p| (35.1)p|
+---------------------------------------------------------+-----------+--------+
*Earnings and diluted earnings per share for the year ended 31 March 2009 have
been restated following ICG's ordinary shares Rights Issue in July 2009.
All activities represent continuing operations
Consolidated Statement of Comprehensive Income
for the Year Ended 31 March 2010
+---------------------------------------------------------+-----------+--------+
| | Year| |
| | ended| Year|
| | 31 March| ended|
| | 2010|31 March|
| | £m| 2009|
| | | £m|
| |(Unaudited)| |
+---------------------------------------------------------+-----------+--------+
|Profit/(loss) for the year | 81.7| (73.2)|
+---------------------------------------------------------+-----------+--------+
|Available for sale financial assets: | | |
+---------------------------------------------------------+-----------+--------+
|Gains/(losses) arising in the year | 87.4| (42.0)|
+---------------------------------------------------------+-----------+--------+
|Less: Reclassification adjustment for (gains)/losses | (64.6)| 44.3|
|included in profit and loss | | |
+---------------------------------------------------------+-----------+--------+
|Exchange differences on translation of foreign operations| (1.7)| 3.5|
+---------------------------------------------------------+-----------+--------+
| | 21.1| 5.8|
+---------------------------------------------------------+-----------+--------+
|Tax on items taken directly to or transferred from equity| (6.3)| (0.8)|
+---------------------------------------------------------+-----------+--------+
|Other comprehensive income for the year | 14.8| 5.0|
+---------------------------------------------------------+-----------+--------+
|Total comprehensive income/(expense) for the year | 96.5| (68.2)|
+---------------------------------------------------------+-----------+--------+
Consolidated Statement of Financial Position
as at 31 March 2010
+--------------------------------------+-------------------+-------------------+
| |As at 31 March 2010| |
| | £m|As at 31 March 2009|
| | | £m|
| | (Unaudited)| |
+--------------------------------------+-------------------+-------------------+
|Non current assets | | |
+--------------------------------------+-------------------+-------------------+
|Property, plant and equipment | 7.6| 9.7|
+--------------------------------------+-------------------+-------------------+
|Financial assets: loans and | 2,718.1| 2,922.6|
|investments and warrants | | |
+--------------------------------------+-------------------+-------------------+
|Derivative financial instruments | 21.4| 33.5|
+--------------------------------------+-------------------+-------------------+
| | 2,747.1| 2,965.8|
+--------------------------------------+-------------------+-------------------+
|Current assets | | |
+--------------------------------------+-------------------+-------------------+
|Trade and other receivables | 56.0| 50.7|
+--------------------------------------+-------------------+-------------------+
|Financial assets: loans and | 8.9| 19.9|
|investments | | |
+--------------------------------------+-------------------+-------------------+
|Derivative financial instruments | 9.8| 2.1|
+--------------------------------------+-------------------+-------------------+
|Cash and cash equivalents | 83.7| 23.7|
+--------------------------------------+-------------------+-------------------+
| | 158.4| 96.4|
+--------------------------------------+-------------------+-------------------+
|Total assets | 2,905.5| 3,062.2|
+--------------------------------------+-------------------+-------------------+
|Equity and reserves | | |
+--------------------------------------+-------------------+-------------------+
|Called up share capital | 78.0| 17.3|
+--------------------------------------+-------------------+-------------------+
|Share premium account | 642.5| 348.5|
+--------------------------------------+-------------------+-------------------+
|Capital redemption reserve | 1.4| 1.4|
+--------------------------------------+-------------------+-------------------+
|Treasury reserve | (2.8)| -|
+--------------------------------------+-------------------+-------------------+
|Other reserves | 35.2| 23.7|
+--------------------------------------+-------------------+-------------------+
|Retained earnings | 429.2| 384.6|
+--------------------------------------+-------------------+-------------------+
|Shareholders' funds | 1,183.5| 775.5|
+--------------------------------------+-------------------+-------------------+
|Non current liabilities | | |
+--------------------------------------+-------------------+-------------------+
|Financial liabilities | 1,409.0| 2,057.7|
+--------------------------------------+-------------------+-------------------+
|Derivative financial instruments | 22.4| 31.7|
+--------------------------------------+-------------------+-------------------+
|Deferred tax liabilities | 32.3| 6.2|
+--------------------------------------+-------------------+-------------------+
| | 1,463.7| 2,095.6|
+--------------------------------------+-------------------+-------------------+
|Current liabilities | | |
+--------------------------------------+-------------------+-------------------+
|Trade and other payables | 166.5| 127.9|
+--------------------------------------+-------------------+-------------------+
|Financial liabilities | 66.4| 19.2|
+--------------------------------------+-------------------+-------------------+
|Liabilities for current tax | 0.5| 9.4|
+--------------------------------------+-------------------+-------------------+
|Derivative financial instruments | 24.9| 34.6|
+--------------------------------------+-------------------+-------------------+
| | 258.3| 191.1|
+--------------------------------------+-------------------+-------------------+
|Total liabilities | 1,722.0| 2,286.7|
+--------------------------------------+-------------------+-------------------+
|Total equity and liabilities | 2,905.5| 3,062.2|
+--------------------------------------+-------------------+-------------------+
Consolidated Statement of Cash Flows
for the year ended 31 March 2010
+--------------------------------------------------+-------------+-------------+
| | Year ended| |
| |31 March 2010| Year ended|
| | £m|31 March 2009|
| | | £m|
| | (Unaudited)| |
+--------------------------------------------------+-------------+-------------+
|Net cash from operating activities | | |
+--------------------------------------------------+-------------+-------------+
|Interest receipts | 168.3| 151.5|
+--------------------------------------------------+-------------+-------------+
|Fee receipts | 52.4| 68.4|
+--------------------------------------------------+-------------+-------------+
|Dividends received | 1.9| 10.0|
+--------------------------------------------------+-------------+-------------+
|Gain on disposals | 79.3| 30.9|
+--------------------------------------------------+-------------+-------------+
|Interest payments | (81.0)| (119.8)|
+--------------------------------------------------+-------------+-------------+
|Cash payments to suppliers and employees | (51.0)| (96.4)|
+--------------------------------------------------+-------------+-------------+
|Net (payment for)/ proceeds from (purchase)/sale | (18.6)| 87.4|
|of current financial assets | | |
+--------------------------------------------------+-------------+-------------+
|Purchase of loans and investments | (96.7)| (410.6)|
+--------------------------------------------------+-------------+-------------+
|Proceeds from sale of loans and investments | 235.9| 108.9|
+--------------------------------------------------+-------------+-------------+
|Cash generated/(used in) operations | 290.5| (169.7)|
+--------------------------------------------------+-------------+-------------+
|Taxes paid | (14.5)| (50.7)|
+--------------------------------------------------+-------------+-------------+
|Net cash generated/(used in) operating activities | 276.0| (220.4)|
+--------------------------------------------------+-------------+-------------+
|Investing activities | | |
+--------------------------------------------------+-------------+-------------+
|Purchase of property, plant and equipment | (1.5)| (5.4)|
+--------------------------------------------------+-------------+-------------+
|Net cash used in investing activities | (1.5)| (5.4)|
+--------------------------------------------------+-------------+-------------+
|Financing activities | | |
+--------------------------------------------------+-------------+-------------+
|Dividends paid | (37.8)| (56.9)|
+--------------------------------------------------+-------------+-------------+
|(Decrease)/increase in long term borrowings | (528.1)| 255.5|
+--------------------------------------------------+-------------+-------------+
|Proceeds on issue of shares less issue costs | 351.4| -|
+--------------------------------------------------+-------------+-------------+
|Net cash (used in)/ from financing activities | (214.5)| 198.6|
+--------------------------------------------------+-------------+-------------+
|Net increase/(decrease) in cash | 60.0| (27.2)|
+--------------------------------------------------+-------------+-------------+
|Cash and cash equivalents at beginning of year | 23.7| 50.9|
+--------------------------------------------------+-------------+-------------+
|Cash and cash equivalents at end of year | 83.7| 23.7|
+--------------------------------------------------+-------------+-------------+
Consolidated Statement of Changes in Equity
for the year ended 31 March 2010 (Unaudited)
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
| | | | Capital| Reserve|Available| | | |
| | Share| Share|redemption| for| for sale| Own|Retained| |
| |capital|premium| reserve| share| or| |earnings| Total|
| | £m| £m| fund| based| reserve|shares| £m| £m|
| | | | £m|payments| £m| £m| | |
| | | | | £m| | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Balance at | 17.3| 348.5| 1.4| 9.6| 14.1| -| 384.6| 775.5|
|31 March 2009| | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Profit for | -| -| -| -| -| -| 81.7| 81.7|
|the year | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Available for| | | | | | | | |
|sale | -| -| -| -| 22.8| -| -| 22.8|
|investments | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Exchange | | | | | | | | |
|differences | | | | | | | | |
|on | -| -| -| -| -| -| (1.7)| (1.7)|
|translation | | | | | | | | |
|of foreign | | | | | | | | |
|operations | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Tax relating | | | | | | | | |
|to components| | | | | | | | |
|of other | -| -| -| -| (6.3)| -| -| (6.3)|
|comprehensive| | | | | | | | |
|income | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Total | | | | | | | | |
|comprehensive| -| -| -| -| 16.5| -| 80.0| 96.5|
|income for | | | | | | | | |
|the year | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Proceeds from| 60.4| 291.0| -| -| -| -| -| 351.4|
|rights issue | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Own shares | | | | | | | | |
|acquired in | -| -| -| -| -| (2.8)| -| (2.8)|
|the year | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Script | 0.3| 3.0| -| -| -| -| -| 3.3|
|dividend | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Credit for | | | | | | | | |
|equity | -| -| -| 0.7| -| -| -| 0.7|
|settled share| | | | | | | | |
|schemes | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Amortisation | | | | | | | | |
|of lapsed | -| -| -| (5.7)| -| -| 5.7| -|
|options | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Dividends | -| -| -| -| -| -| (41.1)| (41.1)|
|paid | | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
|Balance at | 78.0| 642.5| 1.4| 4.6| 30.6| (2.8)| 429.2|1,183.5|
|31 March 2010| | | | | | | | |
+-------------+-------+-------+----------+--------+---------+------+--------+-------+
+--------------+-------+-------+----------+---------+----------+--------+------+
| | | | Capital| Reserve| | | |
|for the year | Share| Share|redemption| for| Available|Retained| |
|ended 31 March|capital|premium| reserve| share| for sale|earnings| Total|
|2009 | £m| £m| fund| based|or reserve| £m| £m|
| | | | £m| payments| £m| | |
| | | | | £m| | | |
+--------------+-------+-------+----------+---------+----------+--------+------+
|Balance at 31 | 17.2| 348.5| 1.4| 5.3| 12.6| 511.2| 896.2|
|March 2008 | | | | | | | |
+--------------+-------+-------++---------+---------+----------+--------+------+
|Loss for the | -| -| -| -| -| (73.2)|(73.2)|
|year | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Available for | | | | | | | |
|sale financial| -| -| -| -| 2.3| -| 2.3|
|assets | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Exchange | | | | | | | |
|differences on| | | | | | | |
|translation of| -| -| -| -| -| 3.5| 3.5|
|foreign | | | | | | | |
|operations | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Tax relating | | | | | | | |
|to components | | | | | | | |
|of other | -| -| -| -| (0.8)| -| (0.8)|
|comprehensive | | | | | | | |
|income | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Total | | | | | | | |
|comprehensive | -| -| -| -| 1.5| (69.7)|(68.2)|
|income | | | | | | | |
|for the year | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Exercise of | 0.1| -| -| -| -| -| 0.1|
|share options | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Credit for | | | | | | | |
|share based | -| -| -| 4.3| -| -| 4.3|
|payments | | | | | | | |
+--------------+-------+--------+---------+---------+----------+--------+------+
|Dividends paid| -| -| -| -| -| (56.9)|(56.9)|
+--------------+-------+--------+---------+---------+----------+--------+------+
|Balance at 31 | 17.3| 348.5| 1.4| 9.6| 14.1| 384.6| 775.5|
|March 2009 | | | | | | | |
++-------------+-------++-------+++-------+---------++---------++-------+------+
++----------------------+--------++-----------------++----------+--------------+
Business and geographical segments
For management purposes, the Group is currently organised into two distinct
business groups, one of these being the provision of mezzanine finance and the
other being fund management, which includes mezzanine and credit fund
management. Segment information about these businesses is presented below:
During the year the Group has changed the presentation of internal management
reporting information from that presented in the interim financial statements
and in the Annual Report for the year ending 31 March 2009, to report the profit
of the Fund Management Company ("FMC"), separately from the profits generated by
the Investment Company ("IC"). The FMC is defined as the operating unit and as
such carries the bulk of the Group's costs, including the cost of the investment
network, i.e. the investment executives and the local offices, as well as the
cost of most support functions, primarily information technology, human
resources and marketing. Previously only the direct costs of the Fund Management
business were attributed to that sector.
The IC is charged a management fee of 1% of the carrying value of the investment
portfolio by the FMC and this is shown below as Fee income from the Balance
Sheet. The costs of finance, treasury, portfolio administration teams and the
costs related to being a listed entity are allocated to the IC. The cost of the
Medium Term Incentive Scheme ("MTIS") is charged to the IC while the scheme
remains operational. The remuneration of the Managing Directors (excluding MTIS)
is allocated equally to the FMC and the IC.
Previously both income and expenses of the IC were reported by geographical
segment. Under the new format only the mezzanine fund management fee income of
the FMC is reported by geographical segment.
+------------------+-------------------+-------------+---------+-------+-------+
|Year ended 31 | Mezzanine Fund | Credit Fund | | | |
|March 2010 £m | Management | Management |Total FMC| IC | Total|
|(Unaudited) | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
| |Europe|Asia| US | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|External fund | | | | | | | |
|management fee | 26.6 |8.0 | - | 14.0| 48.6| -| 48.6|
|income | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Fee income from | | | | | | | |
|Balance Sheet | 23.4 |2.2 | 1.3 | 0.9| 27.8| -| 27.8|
|(Inter-segment | | | | | | | |
|income) | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Fund management | 50.0 |10.2| 1.3 | 14.9| 76.4| -| 76.4|
|fee Income | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Net interest | | | | | | 209.7| 209.7|
|income^ | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Dividend income | | | | | 1.9| -| 1.9|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Other fee income | | | | | -| 3.4| 3.4|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Staff costs | | | | | (22.4)| (2.3)| (24.7)|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Medium Term | | | | | -| (28.9)| (28.9)|
|Incentive Scheme | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Balance Sheet fee | | | | | | | |
|income charge | | | | | -| (27.8)| (27.8)|
|(Inter- segment | | | | | | | |
|expense) | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Administrative | | | | | (17.9)| (1.7)| (19.6)|
|costs | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Net gains on | | | | | -| 77.1| 77.1|
|investments | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Impairments | | | | | -|(161.8)|(161.8)|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Add back net fair | | | | | | | |
|value gain on | | | | | | | |
|derivatives | | | | | -| 0.1| 0.1|
|held for hedging | | | | | | | |
|purposes^ | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Profit before tax | | | | | 38.0| 67.8| 105.8|
+------------------+------+----+-------+-------------+---------+-------+-------+
+------------------+------+----+-------+-------------+---------+-------+-------+
^ Net gain relating to movements in the fair value of derivatives used to hedge
certain liabilities of the Group, excluding any interest accruals and spot F/X
translation movements on these derivatives, are not considered part of net
interest income for segmental reporting.
+------------------+-------------------+-------------+---------+-------+-------+
|Year ended 31 | Mezzanine Fund | Credit Fund |Total FMC| IC | Total |
|March 2009 £m | Management | Management | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
| |Europe|Asia| US | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|External fund | | | | | | | |
|management fee | 24.8 |7.0 | - | 21.7| 53.5| -| 53.5|
|income | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Fee income from | | | | | | | |
|Balance Sheet | 23.1 |1.7 | 1.0 | 0.9| 26.7| -| 26.7|
|(Inter-segment | | | | | | | |
|income) | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Fund management | 47.9 |8.7 | 1.0 | 22.6| 80.2| -| 80.2|
|fee income | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Net interest | | | | | | 189.9| 189.9|
|income*^ | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Dividend income | | | | | 6.0| 4.0| 10.0|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Other fee income | | | | | -| 6.0| 6.0|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Staff costs | | | | | (37.7)| (4.7)| (42.4)|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Medium Term | | | | | -| (23.4)| (23.4)|
|Incentive Scheme | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Balance Sheet fee | | | | | | | |
|income charge | | | | | -| (26.7)| (26.7)|
|(Inter-segment | | | | | | | |
|expense) | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Administrative | | | | | (17.6)| (2.7)| (20.3)|
|costs | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Net gains on | | | | | -| 24.8| 24.8|
|investments | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Impairments | | | | | -|(273.1)|(273.1)|
+------------------+------+----+-------+-------------+---------+-------+-------+
|Add back net fair | | | | | | | |
|value gain on | | | | | -| 8.3| 8.3|
|derivatives^ | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
|Profit /(loss) | | | | | 30.9| (97.6)| (66.7)|
|before tax | | | | | | | |
+------------------+------+----+-------+-------------+---------+-------+-------+
* Interest income in the year to 31 March 2009 includes £5.1m of income which
relates to prior years arising following a change in the assumptions in the year
to 31 March 2009 used to calculate interest income on interest bearing equity.
^ Net gain relating to movements in the fair value of derivatives used to hedge
certain liabilities of the Group, excluding any interest accruals and spot F/X
translation movements on these derivatives, are not considered part of net
interest income for segmental reporting.
+------------------------+--------------------------+--------------------------+
| | Year ended 31 March 2010 | |
| | | Year ended 31 March 2009 |
| Loan Book by Sector | £m | |
| | | £m |
| | (Unaudited) | |
+------------------------+--------------------------+--------------------------+
| Europe | 2,215.1 | 2,420.3 |
+------------------------+--------------------------+--------------------------+
| Asia | 266.5 | 176.5 |
+------------------------+--------------------------+--------------------------+
| US | 135.1 | 230.2 |
+------------------------+--------------------------+--------------------------+
| Credit Fund Management | 101.4 | 95.6 |
+------------------------+--------------------------+--------------------------+
| | 2,718.1 | 2,922.6 |
+------------------------+--------------------------+--------------------------+
Dividends
The Board is recommending a final dividend of 11.0p per ordinary share which,
together with the interim dividend of 6.0p per ordinary share paid in December
2009, results in a total dividend of 17.0p per ordinary share in respect of
2010 (2009: 17.0p per ordinary share, restated for ICG's ordinary share Rights
Issue in July 2009). The dividend will be paid to shareholders registered at the
close of business on 16 July 2010.
General
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 March 2010 and 2009 but is derived
from those accounts. Statutory accounts for 2009 have been delivered to the
registrar of companies, and those for 2010 will be delivered in due course. The
auditors have reported on the accounts for the year ended 31 March 2009 and
their report was (i) unqualified, (ii) did not include a reference to any
matters to which the auditors drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under section 237
(2) or (3) of the Companies Act 1985.
The audit of the statutory accounts for the year ended 31 March 2010 is not yet
complete. These accounts will be finalised on the basis of the financial
information presented by the directors in this preliminary announcement and will
be delivered to the Registrar of Companies following the Company's annual
general meeting.
Top 20 assets at 31 March 2010
+----------------------+---------+---------------------+---------------+-------+
|Company |Country |Industry |Investment year| £m*|
+----------------------+---------+---------------------+---------------+-------+
|Medi Partenaires |France |Healthcare |2007 | 100.6|
+----------------------+---------+---------------------+---------------+-------+
|Sebia |France |Healthcare |2006 | 96.4|
+----------------------+---------+---------------------+---------------+-------+
|Bureau Van Dijk |Belgium |Publishing and |2007 | 94.2|
| | |printing | | |
+----------------------+---------+---------------------+---------------+-------+
|Elis |France |Business services |2007 | 90.7|
+----------------------+---------+---------------------+---------------+-------+
|BAA |UK |Shipping and |2006 | 84.3|
| | |transportation | | |
+----------------------+---------+---------------------+---------------+-------+
|Taiwan Broadcasting |Taiwan |Telephone networks |2007 | 81.8|
|Communications (TBC) | | | | |
+----------------------+---------+---------------------+---------------+-------+
|Applus+ |Spain |Business services |2006 | 81.4|
+----------------------+---------+---------------------+---------------+-------+
|Biffa |UK |Waste management |2008 | 75.4|
+----------------------+---------+---------------------+---------------+-------+
|Attendo |Sweden |Healthcare |2007 | 67.3|
+----------------------+---------+---------------------+---------------+-------+
|Materis |France |Building materials |2006 | 58.9|
+----------------------+---------+---------------------+---------------+-------+
|Orizonia |Spain |Leisure and |2006 | 55.4|
| | |entertainment | | |
+----------------------+---------+---------------------+---------------+-------+
|LabCo |France |Healthcare |2008 | 55.2|
+----------------------+---------+---------------------+---------------+-------+
|Behavioral |US |Business services |2008 | 52.9|
|Interventions | | | | |
+----------------------+---------+---------------------+---------------+-------+
|Visma |UK |Business services |2006 | 52.1|
+----------------------+---------+---------------------+---------------+-------+
|Veda |Australia|Financial Services |2008 | 49.7|
+----------------------+---------+---------------------+---------------+-------+
|Minimax |Germany |Electronics |2006 | 47.8|
+----------------------+---------+---------------------+---------------+-------+
|CPA Global |Jersey |Business services |2010 | 45.3|
+----------------------+---------+---------------------+---------------+-------+
|SAG |Germany |Business services |2008 | 43.0|
+----------------------+---------+---------------------+---------------+-------+
|Ethypharm |France |Pharmaceutical |2007 | 40.3|
+----------------------+---------+---------------------+---------------+-------+
|Feu Vert |France |Motors |2007 | 38.6|
+----------------------+---------+---------------------+---------------+-------+
|Total assets |Â |Â |Â |1,311.3|
+----------------------+---------+---------------------+---------------+-------+
Top 10 equity assets at 31 March 2010
+-------------------+---------+--------------------+-----------------+-------+
| Company | Country | Industry | Investment year | £m* |
+-------------------+---------+--------------------+-----------------+-------+
| Sebia | France | Healthcare | 2001 | 51.2 |
+-------------------+---------+--------------------+-----------------+-------+
| CPA Global | Jersey | Business services | 2010 | 37.4 |
+-------------------+---------+--------------------+-----------------+-------+
| Intelsat | USA | Telephone networks | 2008 | 33.6 |
+-------------------+---------+--------------------+-----------------+-------+
| TBC | Taiwan | Telephone networks | 2007 | 31.1 |
+-------------------+---------+--------------------+-----------------+-------+
| Allflex | France | Electronics | 1998 | 24.9 |
+-------------------+---------+--------------------+-----------------+-------+
| Eismann | Germany | Food retailing | 2007 | 23.0 |
+-------------------+---------+--------------------+-----------------+-------+
| Applus+ | Spain | Business services | 2007 | 21.0 |
+-------------------+---------+--------------------+-----------------+-------+
| Acromas (AA Saga) | UK | Financial services | 2007 | 19.8 |
+-------------------+---------+--------------------+-----------------+-------+
| Visma | UK | Business services | 2006 | 16.5 |
+-------------------+---------+--------------------+-----------------+-------+
| Menissez | France | Food producer | 2006 | 15.4 |
+-------------------+---------+--------------------+-----------------+-------+
| Total assets | | | | 273.9 |
+-------------------+---------+--------------------+-----------------+-------+
* carrying value on ICG balance sheet at 31 March 2010
Timetable
The major timetable dates are as follows:
2 June 2010
Notices of Annual General Meeting
Available on ICG's website at 9.30am
Annual General Meeting 13 July 2010
Ex dividend date 14 July 2010
Record date for Financial Year 2010 final 16 July 2010
dividend
Payment of final dividend 20 August 2010
Interim results announcement for the six 23 November 2010
months to 30 September 2010
Available on ICG's website at 9 am
Internet website
The Company's website address is www.icgplc.com. Copies of the Annual and
Interim Reports and other information about the Company are available on this
site.
Company information
Stockbrokers
J.P. Morgan Cazenove
10 Aldermanbury
London
EC2V 7RF Auditors
RBS Hoare Govett Limited Deloitte LLP
250 Bishopsgate Chartered Accountants and
London Statutory Auditors
EC2M 4AA London
Bankers Registrars
The Royal Bank of Scotland plc Computershare Investor
135 Bishopsgate Services PLC
London PO Box 92
EC2M 3UR The Pavillions
Bridgwater Road
Lloyds TSB plc Bristol
25 Gresham Street BS99 7NH
London
EC2V 7HN Company Registration Number
2234775
Registered office
20 Old Broad Street
London
EC2N 1DP
[HUG#1420853]