Annual Financial Report

RNS Number : 7656Z
Standard Life Private Eqty Trst PLC
27 January 2022
 

STANDARD LIFE PRIVATE EQUITY TRUST PLC

Legal Entity Identifier (LEI): 2138004MK7VPTZ99EV13

 

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2021

 

FINANCIAL HIGHLIGHTS

 

 

As at

As at

 

30 September

30 September

 

2021

2020

Net Asset Value per share total return*+

37.9%

11.7%

Share price Total Return*+

60.6%

-4.6%

FTSE All - Share Index Total Return

27.9%

-16.6%

Net Assets

£1,036.0m

£770.3m

Share Price

498.0p

320.0p

Expense Ratio*+

1.10%

1.10%

 

PERFORMANCE HIGHLIGHTS TO 30 SEPTEMBER 2021

 

· Record annual NAV growth, ahead of the FTSE All-Share index - The Company's NAV total return*+ ("NAV TR") was 37.9% (2020: 11.7%) versus 27.9% (2020: -16.6%) for the FTSE All-Share Index ("FTSE All Share TR").  This was the highest annual NAV TR in the Company's 20 year history. The share price total return ("TSR")*+ of 60.6% also outperformed the comparator index despite the strong performance in the public markets in 2021. The Company hasdelivered returns in excess of the wider UK market over all time frames.

 

· Over-commitment ratio is at the lower end of the long-term target range of 30% - 75% -   Total outstanding commitments of £557.1m (2020: £471.4m). The value of outstanding commitments in excess of liquid resources and the undrawn loan facility as a percentage of portfolio NAV was 32.5% (2020: 30.9%1).

 

· Co-investment increasing as a proportion of the portfolio - Strong annual deployment and growth in the existing co-investment portfolio has resulted in co-investments equating to 11% of the portfolio at year end (2020: 5%). The co-invest portfolio stands at thirteen portfolio companies   (2020: three portfolio companies).

 

· Strong  balance sheet providing firepower for future  investment - The Company had cash and cash equivalents of £29.7m at 30 September 2021 (2020: £33.1m). In addition, SLPET had an undrawn syndicated revolving credit facility of £200.0m (2020: £200.0m) .

 

· Rebound in investment activity following the global pandemic, focused on non-cyclical strategies - In total, £307.1m (2020: £140.0m) was committed during the year to eight  primary fund commitments, two secondary transactions and ten co-investments . Most new investments have a Technology or Healthcare focus and so are expected to increase the Company's exposure to these sectors over time.

 

· Record year in terms of realisations, the highest annual total in the Company's history - The portfolio continued to generate strong realisations during the year, with distributions of £198.7m (2020: £140.7m). Distributions reflected a relatively quick return to private equity deal-making and exits once the initial impacts of the global pandemic were overcome.

* Considered to be an Alternative Performance Measure. 
+ A Key Performance Indicator by which the performance of the Manager is measured by the Board.

1 In previous reporting, the Company has reported this measure as a percentage of the Net Asset Value of the Company. Going forward, this measure will now be calculated as a percentage of the total portfolio value of the Company. Comparative figures based on the previous methodology can be found in the Alternative Performance Measures section.



 

TEN YEAR FINANCIAL RECORD

 


2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

Per share data











NAV (diluted) (p)

224.9

243.4

257.4

281.6

346.4

389.6

430.2

461.9

501.0

673.8

Share price (p)

162.4

198.0

230.0

214.0

267.3

341.5

345.5

352.0

320.0

498.0

Discount*+ to diluted NAV per Share (%)

(27.8)

(18.6)

(10.6)

(24.0)

(22.8)

(12.3)

(19.7)

(23.8)

(36.1)

(26.1)

Dividend per Share (p)

 

 2.00

  5.00

  5.00

  5.25

  5.40

 12.00

 12.40

 

12.80

  13.20

 

13.60

Expense Ratio*+1 (%)

  0.97

  0.99

 

0.96

  0.98

  0.99

 

1.141

  1.10

 

 1.09

 

 1.10

 

2.782

Expense Ratio*+1 (%)

 0.97

0.99

 0.96

 0.98

 0.99

1.142

 1.10

1.09

1.10

1.10

Returns data











NAV Total Return*+ (%)

  0.1

  9.1

  7.7

  11.9

  24.8

  14.9

  13.3

 

10.5

  11.7

 

  37.9

Total Shareholder Return*+ (%)

  22.4

  23.4

  19.1

 

  (4.0)

  27.9

  31.9

  5.8

 

  5.7

  (4.6)

 

 60.6

Portfolio data











Net Assets (£m)

  369.7

 401.2

  409.1

  438.7

  532.6

  599.0

  661.4

 

 710.1

  770.3

 

1,036.0

Top 10 Managers as a % of net assets

  80.2

  68.4

  65.0

  65.2

  65.0

  58.9

  63.6

 

 67.9

  67.8

 

  62.9

Top 10 investments as a % net assets

  63.5

  51.7

  52.9

  48.6

  45.9

  47.7

  48.4

  53.9

  48.3

 

40.3

Source: The Manager & Refinitiv  

1 For further information on the calculation of the expense ratio, as well as the ongoing charges of the Company, please refer to the Alternative Performance Measures.

2 The incentive fee arrangement ended on 30 September 2016. Following the end of the incentive fee period, a single management fee of 0.95% per annum of the NAV of the Company replaced the previous management and incentive fees.  

* Considered to be an Alternative Performance Measure. 

+ A Key Performance Indication by which the performance of the Manager is measured by the Board.

 

KEY FEATURES

 

Conviction - Top 10 investments are 41% of NAV. 17 core managers.

Focus - 79% on underlying portfolio companies with European headquarters. Mid-market focus since 2001.

Diversification - 550+ underlying portfolio companies

Responsible Investment - ESG is integrated into the investment philosophy & process

Evolving Portfolio - 11% of the portfolio in co-investment (2020: 5%)

Performance - 11.4% Annualise NAV total return since inception in 2001

 

Conviction

· A listed private equity fund-of-funds offering, with SLPET's top 10 fund investments representing 41% of portfolio NAV

· Successful track record of selecting top performing managers and funds over 20 years

· 76% of our investments fall within top or second quartile from a total value over paid in capital perspective

 

Focus

· Core focus on the European mid-market since the Company's inception in 2001, providing deep market intelligence, a long-term track record of performance and exposure to a segment of the market that can be hard to access

· Continued bias to Europe (79%) with a tilt towards North Western Europe (68%) given the number and breadth of investment opportunities available there

· No single geography overexposed, helping to provide resilience during financial market volatility (Brexit,
Covid-19 pandemic)

 

Diversification

Increased exposure towards high growth areas which have proven to be relatively stable and predictable through cycles and periods of market dislocation:

 

· We have purposefully sought to invest in managers and investments focused on high growth, non-cyclical sectors and sub-sectors

· Sector exposure has moved more towards high growth sectors which have proven to be relatively stable and predictable, notably since the start of the Covid-19 pandemic

· Technology and Healthcare represent 41% of the portfolio. When combined with Consumer Staples these non-cyclical sectors equate to 53%

· Over 550 underlying private companies, well-balanced across different regions, sectors and vintages

· 55% of the portfolio held for four or more years which will drive distributions going forward with value accretion coming from the less mature vintages

 

Responsible Investment

Environmental, Social and Governance ('ESG') is integrated into the Company's investment philosophy and process:

 

· abrdn has been a signatory of the Principles for Responsible Investment ("PRI") since obtaining an A+ rating for strategy and governance in 2020

· SLPET partner's with private equity managers that are ESG leaders and/or culturally committed to ESG improvement

· Private equity firms in the Company's portfolio are subject to the Manager's annual Responsible Investment Survey.

 

Evolving Portfolio

Deploying a larger share of SLPET's capital via co-investments and secondaries, bringing further control over capital deployment, sector exposure and costs of investment:

 

· In 2019 we refined SLPET's investment strategy to include co-investments which we view as complementary to investing in primaries and secondaries

· Co-investment brings the benefit of greater portfolio management and cash control, as well as lower underlying investment costs

· Secondaries allow for improved vintage year diversification and increased exposure to more mature, cash generative portfolios

How the Sector Exposure has Changed Over Time

 

 

% Exposure as at

Sector

30 September 2021

30 September 2011

Technology

21

6

Healthcare

20

5

Industrials

15

31

Consumer discretionary

14

16

Consumer staples

12

9

Financials

11

14

Other

7

19

Source: abrdn, 30 September 2021

 

Geography of the Underlying Portfolio as at 30 September 2021

 

 

Exposure %

Nordics

18

United Kingdom

17

North America

19

France

13

Germany

12

Benelux

8

Other

13

 

Maturity of the Underlying Portfolio as at 30 September 2021

 

Years

%

1

16

2

16

3

13

4

19

5

11

More than 5

25

 

How the Investment Strategy has been Refined

 

 

% as at

Strategy

30 September 2021

30 September 2010

Co-investments

11

-

Secondaries

12

-

Primaries

77

100

 

 

STRATEGIC REPORT

 

INVESTMENT STRATEGY

Investment Objective

The Company's investment objective is to achieve long-term total returns through holding a diversified portfolio of private equity funds and direct investments into private companies alongside private equity managers ("co-investments"), a majority of which will have a European focus.

 

Investment Policy

The Company: (i) commits to private equity funds on a primary basis; (ii) acquires private equity fund interests in the secondary market; and (iii) makes direct investments into private companies via co-investments. Its policy is to maintain a broadly diversified portfolio by country, industry sector, maturity and number of underlying investments.

The objective is for the portfolio to comprise around 50 ''active'' private equity fund investments; this excludes funds that have recently been raised, but have not yet started investing, and funds that are close to or being wound up. The Company may also invest up to 20% of its assets in co-investments.

 

The Company may also hold direct private equity investments or quoted securities as a result of distributions in specie from its portfolio of fund investments. The Company's policy is normally to dispose of such assets where they are held on an unrestricted basis.

 

To maximise the proportion of invested assets, the Company follows an over-commitment strategy by making commitments which exceed its uninvested capital. In making such commitments, the Manager, together with the Board, will take into account the uninvested capital, the value and timing of expected and projected cashflows to and from the portfolio and, from time to time, may use borrowings to meet drawdowns. The Board has agreed that the over-commitment ratio should sit within the range of 30% to 75% over the long-term.

 

The Company's maximum borrowing capacity, defined in its articles of association, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of the reserves of the Company. However, it is expected that borrowings would not normally exceed 30% of the Company's net assets at the time of drawdown.

 

The Company's non-sterling currency exposure is principally to the euro and US dollar. The Company does not seek to hedge this exposure into sterling, although any borrowings in euros and other currencies in which the Company is invested would have such a hedging effect.

 

Cash held pending investment is invested in short-dated government bonds, money-market instruments, bank deposits or other similar investments. Cash held pending investment may also be invested in other listed investment companies or trusts. The Company will not invest more than 15% of its total assets in such listed equities.

 

The investment limits described above are all measured at the time of investment.

 

Portfolio Construction Approach

Through its primary and secondary fund investments and co-investments, the Company is directly and indirectly invested in a diverse range of underlying companies. At 30 September 2021, the portfolio had exposure to 578 underlying companies, 36 fund investments and 9 co-investments.

 

Investments made by the Company are typically with or alongside private equity firms with whom the Manager has an established relationship of more than 10 years. 

 

The Company predominantly invests in European mid-market companies. Around 80% of portfolio by value is invested in European domiciled operating companies and the Board expects this to remain the case over the longer term, with a weighting towards North Western Europe. This has been the geographic focus of the Company since its inception in 2001 and where it has a strong, long-term track record. However, the Company also selectively seeks exposure to North American mid-market companies, as a means to access emerging growth or investment trends that cannot be fully captured by investing in Europe alone.

 

The Company has a well-balanced portfolio in terms of non-cyclical and cyclical exposure. Currently the largest single sector exposure represents 21% of the portfolio by value and it is expected that no single sector will be more than 30% of the portfolio over the longer term. Over time, the Manager anticipates a continuation of the recent shift toward sectors that are experiencing long-term growth (such as Technology and Healthcare) at the expense of more cyclical sectors, such as Industrial and Consumer Discretionary.

 

Environmental, Social and Governance ("ESG") is a strategic priority for the Board and the Manager. The Company aims to be an active, long-term responsible investor and ESG is a fundamental component of the Company's investment philosophy and process.

 

 

CHAIR'S STATEMENT

 

"The results for the year to 30 September 2021 show record annual performance"

Introduction

I am delighted to present the Company's Annual Report and Accounts for the period to 30 September 2021, a year in which the Company's portfolio has exhibited record annual growth and continued to deliver strong realised returns to shareholders. 2021 was also an important landmark year:  the 20th anniversary of the Company's launch, in which the Company has extended its track record of delivering returns in excess of the wider market in all years since inception.

 

The strength of performance achieved in the year is all the more remarkable given the disruption of the global pandemic. The Board continues to have confidence in the Company's investment strategy, which has remained consistently focused on partnering with a relatively small group of high quality private equity firms, predominately in the European mid-market. Our diversified portfolio, spanning primary, secondary and co-investments, is well positioned to continue to deliver growth in the future. Co-investment, in particular, has continued to grow as a proportion of the portfolio and will bring the benefits of lower cost of investment and a more immediate means of impacting portfolio construction and balance sheet management in the years ahead.

 

Proposed Name Change

Following the Manager's sale of the Standard Life brand to Phoenix Group in May 2021, the Board is proposing that the Company changes its name to abrdn Private Equity Opportunities Trust plc. We believe that the proposed name change aligns the Company with the Manager's new brand and comes at an exciting time in the Company's development.  The proposed name change is subject to a shareholder vote, which will take place at the Company's Annual General Meeting ("AGM") in March 2022.

 

Performance

The results for the year to 30 September 2021 show record annual share price and NAV performance, on a total return basis. Net assets exceeded £1 billion for the first time, closing at £1,036.0 million (2020: £770.3 million); Net Asset Value ("NAV") per share total return for the year was 37.9% and the share price total return was 60.6%, exceeding the 27.9% total return from our comparator index, the FTSE All-Share Index.  A review of the Company's performance, market background and investment activity during the year under review, as well as the Manager's investment outlook, are provided in the Investment Manager's Review.

 

Investments and Realisation Activity

The 12 months ended 30 September 2021 was a very active year for investment:  the Company made commitments totalling £307.1 million, more than twice the level of the prior year. These commitments were well diversified, with eight new primary investments, two secondary investments and ten co-investments. Outstanding commitments at the year end amounted to £557.1 million (2020: £471.4 million).

 

The Company received £198.7 million of distributions in the year (2020: £140.7 million), another annual record. The realised return equated to 2.8 times cost.

 

Liquidity

At the year end, the Company had cash and cash equivalents of £29.7 million. The over-commitment ratio of 32.5% at year end was at the lower end of the Company's target range (30-75%). This means that the Company has ample firepower for new investments in the months and years ahead.

 

Dividends

The Company has paid three quarterly dividends of 3.4 pence per share and the Board has announced a fourth quarterly dividend of 3.4 pence per share. This will be paid on 28 January 2022 to shareholders on the register on 24 December 2021 and will make a total dividend for the year to 30 September 2021 of 13.6 pence per share. This represents an increase of 3.0% on the 13.2 pence per share paid for the year to 30 September 2020.

 

Discount

The discount of the Company's share price to its NAV ranged between 7.7% to 33.8% during the year, and averaged 21.1%, which was slightly narrower than the 23.1% of the close peer group.  The Board does not have a stated discount control policy. However, the Board and Manager monitor the discount on a regular basis to ensure that the Company is not an outlier versus its peer group. The Board has, in the past, bought back its own shares to manage the discount but the Board's policy is generally to preserve cash for investment purposes and did not conduct any share buy-backs during the year under review.

 

Environmental, Social and Governance ("ESG")

The Board fundamentally believes that integrating ESG best practice into the Company's strategy and investment processes will help to generate stronger, more sustainable returns for shareholders over the long term.  Accordingly, the Board monitors closely the Manager's policy and practice to invest only with private equity firms who are ESG market leaders or have a strong cultural commitment to improve their ESG credentials.

 

While the Board is encouraged by the efforts of the Manager in this regard, we have challenged the Manager to continue to raise ESG standards across the industry and to publicise the work that it has done in this area. For further detail on this topic, including ESG case studies and details of the Manager's annual ESG survey, see the Investment Manager's Review.

 

Investment Manager

Each year, the Board, through the Management Engagement Committee, considers whether the continued appointment of the Manager is in the best interests of shareholders as a whole.  Following our most recent review, the Board considers that the Manager continues to have well qualified personnel and processes in place to deliver the Company's investment objective over the long term for shareholders. 

 

Board

I am delighted to welcome two new Directors: Yvonne Stillhart and Dugald Agble, who joined the Board in the year following an external search process. Both Yvonne and Dugald have deep experience of private equity and private markets and they have already started to make a strong contribution. As is our policy, they will both stand for election at the Company's AGM in March 2022.

 

Following the new Board appointments, I will be retiring from the Board in March 2022, having served on the Board since 2013, the last 3 years as Chair. The Board has selected Alan Devine as my successor as Chair. Alan has served on the Board since 2014 and has been Senior Independent Director since January 2019.

 

Annual General Meeting ("AGM")

The AGM of the Company will be held at the Balmoral Hotel, 1 Princes Street, Edinburgh, EH2 2EQ at 12:30 pm on 22 March 2022 ,when the Board and Manager will be happy to take questions from Shareholders.  The Board recognises, however, that not all Shareholders may wish to travel at present so the Manager has recorded a presentation that will be available on the Company's website before the AGM.  Given that guidance with regard to the pandemic can be fast-changing, if, for any reason, the location of the AGM has to be changed then the Company will make the appropriate announcement via the Regulatory News Service and on the Company's website.  For that reason, we would encourage Shareholders to vote on the proposed resolutions in advance of the AGM and, should you have any questions before that, you can engage with the Board by emailing SLPET.Board@abrdn.com. 

 

Outlook

Whilst the global pandemic is not yet behind us, many are turning their attention to other macroeconomic factors including inflation, rising interest rates and tapering of quantitative easing.  At the same time, private equity as an asset class continues to raise record levels of capital, potentially raising levels of competition.

 

Despite the potential challenges that lie ahead, I would note that the Manager has helped guide the Company for 20 years and has experience of investing through multiple cycles.  More broadly, I believe the private equity model of active ownership allows companies to react and innovate quicker when faced with changing circumstances. As such, private equity remains an attractive area for investment going forward and SLPET provides diversified exposure to an attractive sub-segment of the asset class.

 

Finally, as I leave the Board, I should like to thank my fellow Directors and the Manager team. Chairing the Company has been a privilege and I feel confident in the prospects going forward.

 

Christina McComb, OBE

Chair,
26 January 2022

 

 

Q&A WITH THE CHAIR

 

Q: As you prepare to retire from the Board, what do you regard as the key achievements of the Company over the past nine years?

 

I will go back a little further! In 2021, the Company celebrated 20 years since its inception.  In that period, we have delivered an annualised NAV total return of 11.4% and outperformed a return of 5.4% from our comparator index the FTSE All-Share. I am particularly delighted that over the last year we experienced the strongest annual performance in terms of NAV total return in our history at 37.9%, in addition to the highest distribution level of £198.7 million, driven by strong exit activity in the portfolio.

 

I would also point to the consistency of the Company's strategy. The principal pillars of our investment approach remain the same as they were when I joined the Board: we select the best private equity managers and strategies to achieve consistent returns for our shareholders. Through the relationships that our Manager abrdn Capital Partners has nurtured over the years, we are able to secure access to a broad range of opportunities. This means that our portfolio is well diversified, including over 550 underlying private companies at the latest count.

 

In recent years, we have refined our investment policy, notably introducing co-investments. Over the course of the year under review, I am pleased to report that the Manager completed ten co-investment deals, and this now comprises approximately 11% of portfolio value across a total of 13 co-investments at 30 September 2021. Alongside our activity in the secondaries market, we believe this creates a well balanced portfolio strategy and enables us to invest in particularly promising growth businesses in our target sectors.

 

Q: How has the Company responded to the COVID pandemic?

 

I am reassured that the Manager has responded well to the global pandemic, to ensure that our portfolio is protected and supported. I believe that a key factor has been our policy of diversification: our exposure to sectors particularly badly affected has been contained. Whilst the Board adopted a cautious approach to new investment commitments during the early stages of the pandemic, we have observed the robustness of the mid-market growth company sector during 2021, including in the Technology and Healthcare sectors where the Company is well represented.

 

With the increased £200.0 million credit facility that the Company put in place in September 2020, our balance sheet is strong and well positioned to exploit new opportunities as the world emerges from the pandemic.

 

Q: With increased focus on ESG, how does the Company take these matters into consideration?

 

The Board is strongly committed to ESG and for us this means at the level of the manager, the private equity managers who we back and the underlying investee companies. Best practice is evolving in this area but the Board believes that the manager, abrdn, has strong track record in its commitment and processes. Specifically, the manager conducts an annual survey of the PE funds and is proactive in addressing any areas of relative weakness. 

 

Q: What can you say about the Board's succession planning?

 

I was delighted to welcome two new directors to the Board in the final quarter of 2021. Yvonne Stillhart and Dugald Agble bring deep experience of private equity and private markets; they have already started to make a strong contribution. I am also pleased to announce that the Board has selected Alan Devine to be my successor when I stand down in March. Alan has served as Senior Independent Director since 2019; he brings considerable experience in debt markets and private equity backed businesses. Along with Calum Thomson and Diane Seymour Williams, we have a strong and diverse Board who I am confident will continue to guide the Company forward.

 

Q: What do you see as the key strengths of the Company?

 

The Company has had a consistent investment strategy for over 20 years and is proven throughout the cycle. It has a focused group of long standing private equity manager relationships from the global network of our Manager. This allows the Company to commit to private equity funds that are often oversubscribed and difficult to access, as well as generating strong co-investment dealflow, allowing the Manager to be selective. Further, we are focused on regularly accessing the secondary market for both buy and sell opportunities which are accretive to the Company's returns. The result is a diversified portfolio of over 550 underlying companies, well balanced by sector, geography and maturity, which provides comfort irrespective of the market cycle. We also believe our approach to Fees and Dividends is a differentiator, in that we currently do not pay a Performance Fee and we also offer Shareholders a regular and progressive yield. 

 

Q: Looking forward, what are your reflections on the prospects for private equity and the Company in particular?

 

It is clear to me that the private equity model of active ownership creates the environment for innovative growth companies to thrive and create value on behalf of their shareholder and other stakeholders, including employees and wider society. This has been demonstrated through the strong performance of the private equity class during the pandemic. I believe that the Company's strategy of selecting best in class private equity managers, operating in growth sectors, will continue to provide strong and consistent returns to our shareholders in the future.

 

 

PRINCIPAL RISKS & UNCERTAINITIES

 

The Board and Audit Committee carry out a regular and robust review of the risk environment in which the Company operates, changes to the environment and individual risks. The Board also identifies emerging risks such as climate change which might affect the Company.

 

The Company has discussed climate change with the Manager.  The Company is committed to being an active, long-term responsible investor and ESG is a fundamental component of the Company's investment philosophy and process. The Manager commits the Company's capital with private equity managers who demonstrate strong adherence to ESG principles and processes or have a cultural commitment to improve their ESG credentials. Focus on climate change is part of that assessment and the Manager also tracks private equity managers' ongoing initiatives around climate change via the Manager's annual Responsible Investing Survey. The private equity industry is still relatively early in its response to climate change and the Manager is focused on engaging with its portfolio of private equity managers to help promote further positive change.

 

During the year, the continuance of the Covid-19 pandemic has impacted public health and mobility, but has also had an influence on global financial markets and the future economic outlook.

 

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects.  The Board has in place a process to assess and monitor Company's principal and emerging risks and the operating and control environment risks of the Company.

 

The Board considers its risk appetite in relation to each principal risk and monitors this on an ongoing basis. Where a risk is approaching or is outside the tolerance level, the Board will consider taking action to manage the risk. Currently, the Board considers the risks to be managed within acceptable levels.

 

The principal risks faced by the Company relate to the Company's investment activities and these are set out below.

 

Risk


Definition


Tolerance

Update / Mitigation

Market


a) Pricing risk

The Company is at risk of the economic cycle impacting listed financial markets and hence potentially affecting the pricing of underlying investments and timing
of exits.

b) Currency risk

The Company has a material proportion of its investments and cash balances in currencies other than sterling and is therefore sensitive to movements in foreign exchange rates.


Medium

a) The impact of the Covid-19 pandemic resulted in pricing risk volatility and continued fluctuations in valuations across sectors particularly impacted by the pandemic during the year (e.g.  travel, leisure and hospitality). The Manager remains alert to potential instability in these areas moving forward, as well as potential de-rating of sectors that have benefitted from the pandemic (e.g. SaaS, e-commerce, etc).

Periods of lockdown also resulted in disruptions to private equity M&A. This has pushed out the timing of some exits in the portfolio but, nevertheless, the Company has experienced record realisation activity in the year. The Company also has a strong balance sheet position to mitigate any further unanticipated delay in the timing of exits.

Inflation and interest rate rises have the potential to impact both the valuations of the existing underlying portfolio and the pricing of new investments in the future.

Pricing risk is mitigated by the Company having a diversified portfolio of fund investments and co-investments.

b) The Manager monitors the Company's exposure to foreign currencies and reports to the Board on a regular basis.  It is not the Company's policy to hedge foreign currency risk. The Company's non-sterling currency exposure is primarily to the euro and the US dollar.

The Covid-19 pandemic had an indirect impact on currencies, as countries respond with different monetary and fiscal policies.  During the year ended 30 September 2021 sterling appreciated by 5.5% relative to the euro (2020: depreciated 2.5%) and appreciated by 4.3% relative to the US dollar (2020: appreciated 4.9%).

Liquidity


The risk that the Company is unable to meet short-term financial demands.


Low

The Company manages its liquid investments to ensure that sufficient cash is available to meet contractual commitments and also seeks to have cash available to meet other short-term needs. Additional short-term flexibility is achieved through the use of the revolving multi-currency loan facility, which was extended to £200.0 million in 2020 and remained undrawn at 30 September 2021.

The Covid-19 pandemic has delayed the timing of some exits within the portfolio and therefore the cash distributions received by the Company. However, to date, distributions have been exceptionally strong and there is a sufficient amount of liquidity available, particularly with a larger undrawn loan facility.  Liquidity risk is monitored by the Manager on an ongoing basis and by the Board on a regular basis.

The Company had cash and cash equivalents of £29.7m (2020: £33.1m) as at 30 September 2021.

Over-commitment


The risk that the Company is unable to settle outstanding commitments to fund investments.


Medium

The Company makes commitments to private equity funds and co-investments, which are typically drawn over three to five years. Hence the Company will tolerate a degree of over-commitment risk in order to deliver long-term investment performance.

In order to mitigate this risk, the Manager ensures that the Company has appropriate levels of resources, whether through resources available for investment or the revolving credit facility, relative to the levels of over-commitment.

The Manager will also forecast and assess the maturity of the underlying portfolio to determine likely levels of distributions in the near term.

The Manager will also track the over-commitment ratio and ensure that it sits within the range, agreed with the Board, of 30% to 75% over the long term.

The over-commitment ratio rose slightly during the year due to to the increased level of investment activity.

At 30 September 2021 the Company had £557.1m (2020: £471.4m) of outstanding commitments, with £46.7m (2020: £67.6m) expected not to be drawn. The over-commitment ratio was 32.5% (2020: 30.9%)

Credit


The exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits.


Low

The Company places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of such an institution.

The Company's cash is held by BNP Paribas Securities Services S.A., which is rated 'A+' by S&P Global Ratings. The Company's money-market funds are held in two Aberdeen Standard Investments (Lux) Liquidity funds, rated 'A' by S&P Global Ratings.

The credit quality of the counterparties is kept under regular review. Should the credit quality or the financial position of these financial institutions deteriorate significantly, the Manager would move cash balances to other institutions.

Investment selection


The risk that the Manager makes decisions to invest in funds and/or co-investments that are not accretive to the Company's NAV over the long term.


Medium

The Manager undertakes detailed due diligence prior to investing in, or divesting, any fund or co-investment. It has an experienced team which monitors market activity closely. The Manager has long-established relationships with the third party fund managers in the Company's portfolio which have been built up over many years.  ESG factors are integrated into the investment selection process and the Board and the Manager believes that will improve investment decision making and help to generate stronger, more sustainable returns.

Operational


The risk of loss or a missed opportunity resulting from a regulatory failure or a failure relating to people, processes or systems.


Low

The Manager's business continuity plans are reviewed on an ongoing basis alongside those of the Company's key service providers. 

The Board has received reports from its key service providers setting out the measures that they put in place to address the Covid-19 pandemic, in addition to their existing business continuity framework. Having considered these arrangements and reviewed service levels since the pandemic evolved, the Board is confident that a good level of service has and will be maintained.

 

The financial risk management objectives and policies of the Company are contained in note 18 to the financial statements.

 

Review of performance

An outline of the performance, market background, investment activity and portfolio during the year under review and the performance over the longer term, as well as the investment outlook, are provided in the Highlights, Chair's Statement, and Investment Manager's Review.

 

 

STAKEHOLDER ENGAGEMENT AND RESPONSIBLE MANAGEMENT

 

Section 172 Statement

The Board is required to describe how the Directors have discharged their duties and responsibilities over the course of the financial year following the guidelines set out in the UK under section 172 (1) of the Companies Act 2006 (the "s172 Statement"). This Statement provides an explanation of how the Directors have promoted the success of the Company for the benefit of its shareholders as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with all stakeholders and the impact of the Company's operations on the environment.

 

Stakeholders

The Company is an investment trust and is externally managed, has no employees, and is overseen by an independent non-executive board of directors.  The Board makes decisions to promote the success of the Company for the benefit of the shareholders as a whole, with the ultimate aim of delivering its investment objective to achieve long-term total returns. 

 

The Directors set the Company's investment mandate, monitor the performance of all service providers (including the Manager) and are responsible for reviewing strategy on a regular basis. All this is done with the aim of preserving and enhancing shareholder value over the longer term.

 

The following section discusses how the actions taken by and on behalf of the Company by the Board work towards ensuring that that the interests of all stakeholders are appropriately considered.  In line with the FRC Guidance, this statement focuses on stakeholders that are considered key to the Company's business and does not therefore cover every stakeholder in the Company. 

 

Shareholders

The Board is committed to maintaining open channels of communication and to engaging with shareholders.  The Board seeks shareholder feedback in order to ensure that decisions are taken with the views of shareholders in mind. These shareholder communications include:

 

Annual General Meeting

The AGM ordinarily provides an opportunity for the Directors to engage with shareholders, answer their questions and meet them informally.  At the AGM there is typically a presentation on the Company's performance and the future outlook.  To allow the Board to engage with as many shareholders as possible, the Board alternates the location of the AGM between Edinburgh and London. The next AGM will take place on 22 March 2022 in Edinburgh and the Board encourages shareholders to lodge their vote by proxy on all the resolutions put forward.

 

Shareholder Meetings

Unlike trading companies, shareholders in investment companies often meet representatives of the Manager rather than members of the Board.  Feedback from the Manager's meetings with shareholders is provided to the Board at every meeting.  The Chair, the Chair of the Audit Committee and other members of the Board are also available to meet with shareholders to understand their views. During the year, the Chair met with the Company's largest shareholder and fed back its views to the full Board.

 

Publications

The Company publishes a full annual report each year that contains a strategic report, governance section, financial statements and additional information.  The report is available online and in paper format.  The Company also produces a half-yearly report each year.  The purpose of these reports is to provide shareholders with a clear understanding of the Company's activities, portfolio, financial position and performance.  The Manager also publishes a Monthly Factsheet, which includes commentary on portfolio and market performance, and a Monthly Net Asset Value Statement.  The purpose of these publications is to keep shareholders abreast of the Company's developments. 

 

Investor Relations and Website

The Company subscribes to the Manager's Investor Relations programme.  The Company's website contains a range of information on the Company and includes a full monthly portfolio listing of the Company's investments as well as podcasts and presentations by the Manager.  Details of financial results, the investment process and Manager together with Company announcements and contact details can be found at: slpet.co.uk.

 

Keeping in Touch

The Board encourages shareholder feedback and invites shareholders to write to the Board at its registered office.  The Board has also set up an email account to encourage shareholders to write directly to the Board.  Shareholders are invited to email any feedback or questions to the Board at SLPET.Board@ abrdn.com.  Any questions received will be replied to by either the Manager or Board via the Company Secretary.

 

The Manager

The Manager's performance is critical for the Company to achieve its investment objective and the Board seeks to maintain a close and constructive working relationship with the Manager.  The Board meets the Manager at formal Board meetings five times per year and more regularly as necessary.  The Board Members also keep in touch with the Manager informally throughout the year and receive reports and updates as appropriate.  During the year, the Management Engagement Committee, on behalf of the Board, reviewed the continued appointment of Manager, and the terms of the Management Agreement, and believes that its continued appointment is in the best interests of shareholders.

 

Suppliers

As an investment trust, the Company has outsourced its entire operations to third party suppliers.  The Board is responsible for selecting the most appropriate outsourced service providers and monitors their services to ensure a constructive working relationship.  The Board maintains regular contact with its key external providers, namely the Administrator, the Company Secretary, the Registrar, the Depositary and the Broker, and receives regular reporting from them.  The Board, via the Management Engagement Committee, ensures that the arrangements with service providers are reviewed at least annually.  The aim is to ensure that contractual arrangements remain in line with best practice, services being offered meet the requirements and needs of the Company and performance is in line with the expectations of the Board, Manager, and other relevant stakeholders.  The Audit Committee considers the internal controls at these service providers to ensure they are fit for purpose. 

 

Debt Providers

On behalf of the Board, the Manager maintains a positive working relationship with Citi, Société Générale and State Street Bank International, the providers of the Company's multi-currency revolving credit facility, and provides regular updates on business activity and compliance with its loan covenants.

 

Investee Funds and Companies

Responsibility for actively monitoring the activities of investee funds and companies has been delegated by the Board to the Manager.

 

On behalf of the Board and its stakeholders, the Manager invests in a carefully selected range of private equity mangers, built from years of established relationships and proprietary research. The Manager assesses all investment opportunities and participates on the advisory boards of some investee entities. 

 

The Board is responsible for overseeing the work of the Manager and this is not limited solely to the investment performance of the investee companies.  The Board also has regard for environmental (including climate change), social and governance matters that subsist within the portfolio companies. Please see the Company's ESG Strategy for more details.

 

Principal Decisions

Pursuant to the Board's aim of promoting the long term success of the Company, the following principal decisions were taken during the year:

 

The Investment Manager's Review details the key investment decisions taken during the year. In the opinion of the Board, the performance of the investment portfolio is the key factor in determining the long term success of the Company. Accordingly, at each Board meeting the Directors discuss performance in detail with the Investment Manager.  During the year the Management Engagement Committee decided that the continuing appointment of the Manager was in the best interests of shareholders.

 

The Board carefully assessed the size of the dividend and is pleased to have paid three quarterly dividends of 3.4 pence per share and to have announced a fourth quarterly dividend of 3.4 pence per share making a total dividend for the year to 30 September 2021 of 13.6 pence per share. This represents an increase of 3.0% on the 13.2 pence per share paid for the year to 30 September 2020. See the Chair's Statement for more details.

 

Following a formal recruitment process, the Board decided to appoint Yvonne Stillhart and Dugald Agble as independent non-executive Directors on 1 September 2021 following the retirement of Jonathan Bond earlier in the year. New appointments seek to achieve a good balance of skills, experience, gender and ethnicity reflecting the objectives of the Company.  Shareholders' interests are best served by ensuring a smooth and orderly refreshment of the Board which serves to provide continuity and maintain the Board's open and collegiate style.

 

The Board agreed resolutions put to shareholders at the AGM in March 2021 including amendments to the Company's Articles of Association. The main change was to allow shareholders access to general meetings virtually or through a mixture of virtual and physical participation, if required in the future in case of any further unprecedented events such as Covid-19. The Directors believe that flexibility in the Company's ability to engage with shareholders in as broad a manner as possible benefits its members as a whole.

 

Board Diversity Policy

The Board recognises the importance of having a range of skilled, experienced individuals with appropriate knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. The Board does not therefore consider it appropriate to set measurable objectives in relation to its diversity.

 

At 30 September 2021, there were three male and three female Directors on the Board.

 

Modern Slavery Act

Being a company that does not offer goods and services to customers and has no turnover, the Board considers that the Company is not within the scope of the Modern Slavery Act 2015. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

 

Streamlined Energy and Carbon Reporting ("SECR") Statement: Greenhouse Gas Emissions and Energy Consumption Disclosure

The Company has no employees, premises or operations either as a producer or provider of goods and services.  Therefore, it is not required to disclose energy and carbon information as there are zero emissions associated or attributed to the Company and no underlying global energy consumption.

 

Viability Statement

The Board has decided that five years is an appropriate period over which to consider its viability. The Board considers this to be an appropriate period for an investment trust company with a portfolio of private equity investments and the financial position of the Company.

 

In determining this time period the Directors considered the nature of the Company's commitments and the Company's associated cash flows. Generally the private equity funds and co-investments in which the Company invests call monies over a five year period, whilst they are making investments, and these drawdowns should be offset by the more mature funds and co-investments, which are realising their investments and distributing cash back to the Company. The Manager presents the Board with a comprehensive review of the Company's detailed cash flow model on a regular basis, including projections for up to five years ahead depending on the expected life of the commitments. This analysis takes account of the most up to date information provided by the underlying managers, together with the Manager's current expectations in terms of market activity and performance.

 

The Directors have also carried out an assessment of the principal risks and discussed in note 18 to the financial statements that are facing the Company over the period of the review. These include those that would threaten its business model, future performance, solvency or liquidity such as over-commitment, liquidity and market risks. When considering the risks, the Board reviewed the impact of stress testing on the portfolio, including the effects of any substantial future falls in investment values.  By having a portfolio of fund investments, diversified by manager, vintage year, sector and geography; by assessing market and economic risks as decisions are made on new commitments; and by monitoring the Company's cash flows together with the Manager, the Directors believe the Company is able to withstand economic cycles. The Directors are also aware of the Company's indirect exposure to ongoing risks through underlying funds. These are continually assessed by the Manager monitoring the underlying managers themselves and by participation on a number of fund advisory boards. 

 

Based on the results of this analysis, and the ongoing ability to adjust the portfolio, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period following the date of this report.

 

Future Strategy

The Board intends to maintain the strategic policies set out in the Strategic Report for the year ending 30 September 2022 as it is believes that these are in the best interests of shareholders.

 

Long-Term Investment

The Manager's investment process seeks to outperform its comparator index over the longer term. The Board has in place the necessary procedures and processes to continue to promote the long-term success of the Company. The Board will continue to monitor, evaluate and seek to improve these processes as the Company continues to grow over time, to ensure that the investment proposition is delivered to shareholders and other stakeholders in line with their expectations.

 

On behalf of the Board

Christina McComb, OBE

Chair
26 January 2022

 

OUR MANAGER'S APPROACH TO ESG

 

Introduction

The Company is committed to being an active, long-term responsible investor and ESG is a fundamental component of the Company's investment philosophy and process. The Manager commits the Company's capital with private equity managers who demonstrate strong adherence to ESG principles and processes or have a cultural commitment to improve their ESG credentials.

 

The Manager has been a signatory to the Principles for Responsible Investment ("PRI") for over 10 years and was awarded a PRI rating of A+ for Strategy & Governance in 2020. It has an ESG policy specific to private equity and has incorporated ESG considerations into the Company's investment activity over the last decade. Its Investment Committee is ultimately responsible for ensuring ESG is considered in investment decision making.  The Manager also has a dedicated ESG Committee to help drive further progress through specific ESG initiatives. As part of its approach, every new investment made on behalf of the Company during the year under review was subject to specific ESG due diligence.

 

The Manager's ESG investment process is outlined at a high-level below:

 

The Investment Manager's ESG Investment Process

 

Phase 1 - Market Mapping & Sourcing

Phase 2 - Due Diligence

Phase 3 - Investment Monitoring

· Specific annual country and sector reviews with ESG a key agenda item

· Top down Portfolio Construction Commi5ttee assessment of ESG risks by country

· Screen out pipeline opportunities that do not fit with the Company's ESG focus and objective

· Assessment of private equity manager/portfolio company management's cultural ESG buy-in

· Detailed assessment of ESG due diligence materials

· Cross-check against proprietary data from the Manager's annual ESG surveys

· Search the RepRisk database for negative company and sector coverage

· Access to in-house expertise via the Manager's ESG & Stewardship team

· Operational Dud Diligence review conducted

· Mandatory ESG section in all papers presented to Investment Committee

· Annual ESG survey competed for each underlying private equity manager and co-investment

· Engagement with private Equity managers that are ESG laggards (relative to peers)

· Ensure ESG is on agenda point and discussed at LP Advisory Committee and Board meetings

· Ongoing Operational Due Diligence reviews at regular intervals

 

The Manager focuses on the integration of ESG principles into the operations of underlying private equity managers. Key facets include culture, governance with senior accountability, full integration into a manager's investment processes and appropriate disclosure to assist investors.

 

There are different ESG approaches depending on the type of private equity investment:

 

Primary investment - Assessment typically includes analysing private equity manager's ESG cultural buy-in, its ESG process, procedures and reporting, its engagement with underlying portfolio companies, its ESG Survey score and an Operational Due Diligence review of the manager and the fund.

 

Co-investment - Assessment normally includes a detailed review of the underlying company's ESG due diligence documents, sector and company analysis using the RepRisk database and leveraging expertise on specific ESG issues, be it via the Manager's central ESG & Stewardship team or a third party expert. The primary ESG assessment of the private equity manager will be taken into account in all cases.

 

Secondary investment - Leverages primary investment and/or co-investment processes depending on the transaction characteristics. If the secondary is concentrated in a small number of underlying portfolio companies then it may follow the co-investment process. The primary ESG assessment of the private equity manager will be taken into account where possible.

 

The Manager undertakes an annual Responsible Investing Survey which monitors ESG progress at the underlying private equity managers that the Company invests with. The survey is in its seventh year and provides the Manager with data that feeds into new investment decision-making, helping to better assess and benchmark ESG performance within the portfolio.

 

In this year's survey, 72 private equity firms took part from across the globe, including 19 firms that are within SLPET's portfolio (covering 74% of NAV). Ratings were assigned based on responses according to the following definitions:

 

Green: criteria implemented and monitored at manager and / or portfolio company level.

 

Amber: criteria partially implemented / being implemented and monitored at manager and / or portfolio company level.

 

Red: no criteria implemented and monitored at manager and / or portfolio company level.

 

Overall ESG ratings were based on the private equity managers' responses to twenty questions, covering areas such as climate change, diversity and employee well-being. 79% of respondents from within SLPET's portfolio obtained a rating of 'Green', with the remaining 21% rated 'Amber'. There were no respondents from within the Company's portfolio that rated 'Red'. On the back of the results, the Manager has no significant concerns around the ESG focus of the Company's portfolio of private equity managers. However, the Manager will engage with non-respondents and laggards in the portfolio.

 

In summary, the Board and Manager fundamentally believe that integrating ESG into SLPET's strategy and investment processes improves the investment decision making and ultimately will help to generate stronger, more sustainable returns for its investors.

 

ESG CASE STUDIES

 

Mademoiselle Desserts

Mademoiselle Desserts is a leading French manufacturer of premium frozen pastry. SLPET made a co-investment into the business in 2019, alongside the lead manager IK Investment Partners.

 

Lead Manager: IK Partners

Company size: Mid-market

SLPET's investment: €6.0m

Geographic focus: France, UK and Netherlands

Investment year: 2019

Sector: Consumer

 

Company overview

Established in 1984, Mademoiselle Desserts ('MD'), is a leading French manufacturer of premium industrial frozen pastry. MD has a well-established product pastry offering in more traditional pastries including semi-finished, ready-to-bake and fully baked goods. MD offers a wide range of products, from flans to mini muffins & donuts. IK completed the acquisition of MD in May July 2018 and is pursuing a buy and build strategy of value creation.

 

ESG Initiatives

-  Mademoiselle Desserts has been committed to a policy of sustainable development since 2007 and has been a member of the United Nations Global Compact since 2014.

 

-  The group has 20 key well-defined and monitored ESG commitments and communicates its progress regularly and transparently in its annual Corporate Social Responsibility report. Key ESG issues covered in the report include: nutrition and health, ingredients and their sources, responsible purchasing practices, the environmental impact of operations, health & safety and anti-discrimination policies.

 

-  MD launched the 'CLEAN M' initiative in 2017 with a goal of having ingredient lists as clean as possible. This focuses on dyes, preservatives and emulsifiers in order to reduce/eliminate undesirable ingredients (e.g. hydrogenated vegetable fat or E171 white colouring found in pastry decorations). MD also launched the 'NUTRI M' initiative to increase the fibre content, reduce sugar, salt and fat in its products. So far it has moved the nutriscore of all of its products to A, B or C.

 

-  In 2020, Mademoiselle Desserts launched the 'PACK M' initiative to eliminate 100% of plastics containing carbon black by 2021, have 90% recyclable packaging by 2025 when a sorting facility exists and reduce the overall weight of plastics in factories by 5% in 2025. It reports that 3.9 tonnes of plastic were phased out in 2020.

 

-  In 2021, MD invested €8m in the reduction of its GHG emissions: through an investment in new refrigeration facilities, MD saved 3,000t CO2 at the Renaison site; and heat recovery from refrigeration compressors reduced its annual gas consumption at the Valade site by 30%. From 2019 to 2020, the total consumption of electricity and gas across the company's 12 production sites reduced by 11% and 19% respectively.

 

-  MD supports 130 charities and has donated in 2020 the equivalent of €400k cakes and desserts.

 

Sponsor Credentials

-  IK's responsible investment policy has been in place since 2012. IK has been a signatory to the UN Global Compact since 2014 and prepares an annual report on progress with implementation of its principles.

 

-  IK became a signatory to the UN PRI in 2017 and in 2020, IK published its third UN PRI report and scored an A+ in the private equity section.

 

-  ESG risks and opportunities are considered pre and post initial investment for all portfolio companies. ESG is an obligatory component of each Investment Committee memorandum and value creation plan. ESG training and support is provided to all team members.

 

IK obtained the top rating in the 2021 abrdn Private Equity Responsible Investing survey.

 

 

Funecap Group

 

Funecap is the number two vertically integrated funeral services and crematoria provider in France.

 

Lead Manager: Latour Capital

Company size: Mid-cap

SLPET's investment: €9.0m

Geographic focus: France and Italy

Investment year: 2021

Sector: Consumer Staples

 

Company overview

Founded in 2010 by Thierry Gisserot and Xavier Thoumieux, Funecap is the #2 vertically integrated funeral services and crematoria provider in France. The founders have successfully grown the business from scratch to >€300 million revenue in 10 years through organic and inorganic growth (>195 add-on acquisitions completed since foundation).

 

ESG Initiatives

-  Funecap aims to reduce environmental impact across their operations with focus on improving energy efficiency, reducing CO2 emissions, reducing waste and preserving biodiversity to facilitate sustainable development.

 

-  Sustainable design and structures have been integrated in all construction projects and renovations of funeral homes. All cremation facilities are fitted with filtration systems to reduce emissions.

 

-  Funecap meets and in some cases exceeds all emissions regulations (e.g. it has implemented devices to reduce nitrous oxide emissions which goes beyond the regulatory requirements). Importantly in 2021 Funecap achieved the ISO 14001 (the international standard for environmental management systems) certification for its Père Lachaise crematoria in Paris.

 

-  In addition, the Group has launched diverse initiatives to reduce its footprint, such as sourcing certified wood, operating electrical hearses, and reducing its paper consumption. In its crematoria, Funecap works with specialised recycling company OrthoMetals to recycle metal waste from cremation activities.

 

-  Funecap operates a fleet of electrical hearses which contributes to the city of Paris' Climate and Energy plan, and plans to increase the proportion of electrical hearses.

 

-  Funecap operates in a regulated sector and is subject to regular audits by local authorities and regulatory body - no issues have been raised.

 

-  Group wide Gender Equality index maintained to monitor workforce diversity and promote equality which is also mirrored in the equality based remuneration policy and practices

 

-  A Charter of Secularity and Diversity is signed to ensure no personal convictions and beliefs of staff interfere with service delivery.

 

-  The group has implemented a strong central function to support the fast growing business. This includes policies such as a code of ethics. They have also implemented comprehensive IT and cyber security policies.

 

-  Latour have appointed a dedicated ESG Officer within Funecap to help further drive ESG initiatives across the business

 

-  Creation of a foundation that supports charitable programs such as listed funeral monuments restoration, child protection and support.

 

Sponsor Credentials

-  Latour became a signatory of the France Invest Charter in 2011, the UN PRI in 2012, and the Initiative Climat International (iCI) in 2021. Latour has an ESG Policy which abrdn reviewed as part of Fund III diligence in 2019. The GP also generates an Annual ESG Report for LPs. Latour scored the highest rating in abrdn's 2021 Responsible Investment survey.

 

-  The Latour team regularly completes ESG training sessions provided by third-party consultants. ESG is fully embedded in the investment process and in company value creation plans.

 

-  Latour have a genuine focus on operational ESG - creating value through an improved ESG footprint. Each underlying company has its own action plan to deliver. They have also nominated ESG Officers within each company and are linking CEO bonuses to ESG commitments.

 

-  The GP is working towards becoming SFDR Article 8. A carbon footprint assessment programme has been initiated which is focused not just on attaining metrics but also how to improve them.

 

 

HOW WE INVEST

 

In order to achieve the investment objective, maintain a balanced portfolio and take advantage of opportunities as they arise, the Company invests in three types of private equity investment:

 


 

Investment Rationale

 

Our ESG Approach

 

% of Portfolio

Primary Investment


The Company commits to investing up to a predetermined amount in a new private equity fund. The committed capital will generally be drawn over a three to five year period as investments in underlying private companies are made. Proceeds are then returned to the Company when the underlying companies are sold, typically over a four to five year holding period.

 

Primary investment has been the core focus of the Company's Investment Objective since its inception in 2001. Primary investments provide the Company with: (i) consistent exposure to the top-performing private equity managers; (ii) underlying portfolio diversification; (iii) a steady, predictable cashflow profile; and (iv) help drive the Company's dealflow in secondary and co-investments.


The ESG assessment of primary investments typically includes analysing private equity manager's ESG cultural buy-in, its ESG process, procedures and reporting, its engagement with underlying portfolio companies, its ESG Survey score and an Operational Due Diligence review of the manager
and the fund.


77% (2020: 83%)

The Manager expects primary investments to remain the majority of the portfolio over the longer term.

Secondary investment


The Company agrees to purchase the beneficial ownership of a fund commitment from another investor, with the prior approval of the private equity manager of the fund. Typically this would occur at a point where the fund has already utilised most of its investment commitments. The price paid in this type of transaction will reflect the commitments being assumed by the new investor and the age profile and quality of the underlying portfolio.

 

Secondary investments are opportunistic in nature.  They allow the Manager to gain exposure to new managers and investments at a later stage in the investment cycle.  Therefore they typically have a shorter investment duration than primary investment.


The ESG approach to secondary investments typically mirrors the primary investment and/or co-investment processes depending on the transaction characteristics. If the secondary is concentrated in a small number of underlying portfolio companies then it may follow the
co-investment process. The primary investment ESG assessment of the private equity manager will likely
be incorporated.


12% (2020: 12%)

 

The Manager expects secondary investments to remain between 10% and 20% over the longer term.

Co-investment


The Company makes direct investments into private companies alongside other private equity managers. The Company's strategy is to invest alongside private equity managers with which the Company has made a primary investment or other private equity managers based on detailed due diligence by the Manager.

 

Co-investment was introduced to the Investment Objective  in 2019.  An individual co-investment is of higher risk profile than a primary investment given that it relates to a single portfolio company and therefore does not benefit from the diversification of primary investment. The Manager is seeking to build a diversified portfolio of 15-20 co-investments in order to mitigate concentration risk.


The ESG assessment of co-investments normally includes a detailed review of the underlying company's ESG due diligence documents, sector and company analysis using the RepRisk database and leveraging expertise on specific ESG issues, be it via the Manager's central ESG & Stewardship team or a third party expert.  For co-investment or underlying portfolio company ESG risks, the focus is on a broad range of topics, including but not limited to:

· Environmental - Energy efficiency, CO2/climate change, water and waste;

· Social - Health & Safety, diversity and inclusion, employee engagement and turnover, supply chain, product /service safety; and

· Governance - Ethics, risk management and structures, compliance, cybersecurity.


11% (2020: 5%)

 

 

The Manager expects co-investments to increase up to 20% of portfolio by value.

 

As it takes time for the primary commitments to be drawn down and invested into portfolio companies, the Manager employs an "over-commitment" strategy. This ensures the portfolio is as fully invested as possible, but requires careful management of the cash and loan facilities available to meet the obligations to fund outstanding commitments.

 

Secondary investment and co-investment have a complementary investment profile, helping the Company to deploy cash more quickly than primary investments and therefore allowing the Manager to have more control over liquidity management.  They also typically exhibit shorter holding periods than primary investment, thereby reducing the overall average duration of the Company's portfolio and, in most cases, generating higher Internal Rates of Return. Co-investments sourced by the Manager also typically have no fees or carried interest payable, further enhancing the potential cash returns received by the Company. The Manager may also sell interests via the secondary market for relative value, portfolio construction or liquidity management reasons.

 

INVESTMENT MANAGER'S REVIEW

 

Summary of the Year

SLPET turned 20 years old during 2021 and marked this milestone with the strongest annual performance in its history. It delivered NAV TR of 37.9% during the year, ahead of the previous high of 36.9%. We believe this shows the value in the Company's conviction approach, backing a relatively small group of differentiated private equity managers who can thrive in different market conditions. Furthermore, SLPET's strategic exposure to more resilient sectors, namely Technology, Healthcare and Consumer Staples, positioned the Company well throughout the global pandemic, with these sectors helping to drive performance.  On a combined basis these sectors now equate to more than 50% of the portfolio as at 30 September 2021.

 

A number of full exits and IPOs have underpinned the uplifts in valuation during the year. Notable exits include Colisee (Nordic-based care services), Questel (provider of IP information and management software) and Itiviti (electronic trading software). Prominent IPOs in the portfolio include Moonpig  (UK-based online gifting business), Dr Martens (leading consumer footwear brand), Nordnet (Nordic savings and investments platform) and Inpost (self-service lockers for ecommerce consumers).

 

On the new investment side, we have seen a number of interesting new underlying companies enter the portfolio, with  a strong bias toward Healthcare and Technology. We are particularly pleased with co-investment activity, with ten new co-investments closed during the year ended 30 September 2021.  The Company also committed to eight new primary funds during the 12 month period. These funds helped to increase the Company's exposure to the lower mid-market, growth capital and sector specialist strategies. Lastly, two secondary transactions were completed, one being an opportunistic purchase of two funds focused on the German buyout market and the other comprising a large, diversified portfolio of funds with exposures across North American and European funds and assets.

 

In terms of cashflows, the aforementioned exit and IPO activity has helped drive strong distribution activity. Total distributions received for the year ended 30 September 2021 were £198.7 million, which is the highest amount that SLPET has ever received in a single year. This strong exit activity is continuing the trend in the prior financial year, which itself was the third highest annual total since inception (£140.7 million). As a result, the balance sheet is in a robust position with £29.7 million of cash and an undrawn £200.0 million revolving credit facility providing the Company with ample firepower for new investments in the months and years ahead.

 

Performance

The NAV TR for the year ended 30 September 2021 was 37.9% versus 27.9% for the FTSE All-Share Index. The valuation of the portfolio at 30 September 2021 increased by 47.4% on the prior year on a constant currency basis. The increase in value of the portfolio on a per share basis was 195.3p. This was made up of net unrealised gains at constant foreign exchange ("FX") and net realised gains and income from the portfolio of a combined 222.2p, partially offset by unrealised FX losses from the portfolio of 26.9p.

 

 

Pence per share

NAV as at 30 September 2020

501.0

Net unrealised gains at constant FX on portfolio

139.4

Net realised gains and income from portfolio

82.8

Net unrealised FX losses on portfolio

-26.9

Dividends paid

-13.4

Management fee, administration and finance costs

-7.6

Net loss and income from other assets

-1.5

NAV as at 30 September 2021

673.8

 

The unrealised gains in the year ended 30 September 2021 are attributable to the strong performance of the underlying portfolio. At 30 September 2021 the underlying portfolio exhibited average last twelve months ("LTM") revenue and earnings before interest, taxes depreciation and amortisation ("EBITDA") growth of 14.2% and 24.0%.  Realised gains were derived from full or partial sales of companies during the 12 month period.

 

Drawdowns

 

 

Amount - £millions

Structured Solutions IV Primary Holdings

28.1

Questel (co-investment)

8.6

NAMSA (co-investment)

7.6

Altor V

7.5

IK IX

7.4

Other

125.0

 

During the year £184.2 million was invested into existing and new underlying companies. Drawdowns were used to invest into a diverse set of predominantly European headquartered companies. The largest single drawdown (£28.1 million) related to Structured Solutions IV, which is a diversified secondary transaction. Drawdowns related to co-investments totalled £52.7 million in the year. Secondary and co-investment activity are covered in detail later in the review.

 

Drawdowns from primary funds remained close to half of total drawdowns, equating to £91.6 million in the year. Notable new underlying companies included:

 

-  Syntegon (CVC VII) - Machinery and equipment used in the packaging sector;

-  Zahneins (PAI Europe VII) - The largest dental chain in Germany with over 30 sites;

-  SpaMedica (Nordic Capital IX) - Leading provider of cataract surgery in the UK;

-  CSM Ingredients (Investindustrial VII) - B2B manufacturer of bakery ingredients (pastry and bakery);

-  Questel (IK Fund IX) - Global provider of intellectual property ("IP") solutions;

-  Quantum (PAI Europe VII) - UK-based chilled food supplier.

 

The private equity funds that the Company invests into often use credit facilities to help finance underlying investments prior to drawing the capital from investors. We estimate that the Company had around £47.3 million held on underlying fund credit facilities at 30 September 2021 (30 September 2020: £46.9 million), and we expect that this will all be drawn over the next 12 months.

 

Distributions

 

 

Amount - £'m

Advent GPE VIII

24.1

IK VIII

21.8

Nordic VIII

21.2

IK VII

12.6

Bridgepoint Europe V

12.1

Other

106.9

 

£198.7 million of distributions were received during the year, which is a record annual total for the Company. Exit activity was driven by the strong market appetite for high quality private companies in resilient sectors following the global pandemic. Both trade and financial buyers were active and public markets had robust demand for new IPOs. The headline realised return from the portfolio equated to 2.8 times cost (30 September 2020:3.5 times cost).

 

Outstanding Commitments

 

As at 30 September

Outstanding Commitments

Outstanding Commitments in excess of undrawrn loan facility and resources available for investment as a % of portfolio NAV £'m

2017

30.1

325.6

2018

33.6

369.3

2019

47.4

450.3

2020

30.9

471.4

2021

21.5

557.1

 

During the financial year, the Company completed eight primary fund commitments, two secondaries and ten co-investments. In total, new commitments and investments in the 12 month period equated to £307.1m. The total outstanding commitments at 30 September 2021 were £557.1 million (30 September 2020:£471.4 million).

 

The value of outstanding commitments in excess of liquid resources as a percentage of portfolio value increased to 32.5% in the financial year (30 September 2020: 30.9%). This is largely due to the strong investment activity during the year ended 30 September 2021. This figure is at the lower end of our long-term target range of 30%-75%. We estimate that £46.7 million of the reported outstanding commitments are unlikely to be drawn down (30 September 2020: £67.6 million), driven by the nature of private equity investing.

 

Note:

In previous reporting, the Company has reported this measure as a percentage of the net asset value of Company. Going forward, this measure will now be calculated as a percentage of the portfolio NAV of the Company. Comparative figures based on the previous methodology can be found in the Alternative Performance Measures section.

 

Investment Activity

Primary funds

£175.7 million was committed to eight new primary funds during the year ended 30 September 2021. Four of these funds invest in Europe, three have global focus and one is concentrated on the North American mid-market. The new commitments are all with private equity firms with which the Manager has a long-term relationship. The funds fit with the Company's strategy of increasing exposure to the lower mid-market (e.g. Triton, PAI, IK, Nordic Capital Evolution), growth capital (e.g. Permira, Advent Tech) and / or sector specialists (e.g. Permira, ArchiMed, Excellere, Advent Tech).

 

Investment


£m

Description

Triton Smaller Mid Cap II


21.3

€815m fund focused primarily on lower mid-market companies based in German speaking and Nordic countries.

PAI Mid-Market I


21.8

€900m fund focused primarily on lower mid-market companies across Western Europe.

IK Small Cap III


21.3

€1.2bn fund investing in Northern European based lower mid-market companies.

Nordic Capital Evolution Fund


25.9

€1.2bn fund investing predominately in lower mid-market Technology, Healthcare and Financial Services companies across Northern Europe.

Permira Growth Opportunities 2


24.8

$3.5bn fund investing in growth equity opportunities across the globe.

ArchiMed III


12.8

€650m fund investing in Healthcare companies in Europe and North America.

Excellere Partners Fund IV


25.3

$850m fund focused predominately on Healthcare-related companies in North America.

Advent Technology II


22.5

$4bn fund focused on Technology companies across the globe.

 

Primary Investment Case Study - ArchiMed

ArchiMed are a leading dedicated European healthcare investor providing deep sub-sector specialism.

 

Investment :  Med III

Commitment year : 2021

Fund size : €650 million

Company's commitment : €15 million

Geographic focus : Western Europe and North America

Target company size : Lower mid-market

Sectors : Healthcare Industries

Investment strategy : Buyout / Growth

Business Overview

ArchiMed was established in 2014 by Denis Ribon & Vincent Guillaumot, and is headquartered in Lyon, France. Having observed the increased sector specialisation in the US private equity market, the firm was founded with the specific objective to invest in the European healthcare market, primarily in MedTech, BioPharma, Life Sciences, Consumer Health, Healthcare IT and Diagnostics.

 

The firm has grown substantially since then becoming one of the leading dedicated healthcare specialists with unparalleled operational expertise, particularly in the small and mid-cap market. Med III has a clear investment thesis that should provide differentiated dealflow to generalist buyout funds. Historically the firm has completed a very high proportion of primary transactions (i.e. when they are the first financial investor).

 

They adopt a "value-add partner" approach to support growing businesses in search of scale, internationalisation, and strategic development resources. ArchiMed have invested heavily in their in-house Operating Partner and Strategic Partner functions.

Sponsor Exposure

· abrdn have been tracking ArchiMed closely since their inception culminating in our commitment to the buy-and-build strategy, MED Platform I, in July 2020 and their LMM fund Med III in June 2021.

· We have completed two co-investments with ArchiMed on behalf of SLPET: Prollenium, a medical aesthetics business, and NAMSA, a global medical device CRO.

· Whilst early days, both businesses are performing well. NAMSA has recently completed a recapitalisation, returning ~36% of invested capital back to LPs within 12 months of investment.

Previous / current investments

EUROLyser, Polyplus-transfection, NAMSA

Co-investments

During the 12 month period, the Company invested and committed £76.9 million into ten co-investments.

 

Investment

£m

Description

NAMSA

9.0

US-based healthcare business providing preclinical and clinical CRO specialised in
providing services to medical device companies

Funecap

7.8

Leading French funeral services and crematoria business

Boost.ai

7.2

Global leader in conversational artificial intelligence

KD Pharma

4.2

Global leader in pharmaceutical grade omega 3 manufacturing

Planet

9.0

Provider of integrated digital payment services

Questel

8.5

A global leader in intellectual property solutions

Insightsoftware

7.3

Provider of financial reporting and enterprise performance management (EPM) software

Prollenium

8.6

Medical aesthetics company

Riskalyze

6.8

A risk-centric wealth management platform based in North America

Wundex

8.6

German home care provider for patients with chronic wounds

 

At 30 September 2021 there were 13 co-investments in the Company's portfolio, equating to 11% of NAV. Aside from the new investments in the 12 month period, the portfolio consists of Action (European non-food discount retail), Visma (Northern European provider of mission critical ERP software to SMEs) and Mademoiselle Desserts (a pan-European manufacturer of premium frozen pastry). All companies have thus far managed well through the global pandemic with each of the investment cases remaining intact. Mademoiselle Deserts has been the most impacted since the hotel, restaurant and cafe channel is a core end market for the business. However, we have strong conviction in the company's position as the hospitality sector begins opening up again across Europe.

 

Case Study - Co-investment

 

Questel is a global fast-growing Intellectual Property  information and management specialist.

 

Lead Manager : IK

Company size : Large

SLPET's investment : €10.0m

Geographic focus : Global

Investment year : 2021

Sector : Technology

 

Company Overview

Created in 1978 and spun-off from France Telecom in 2001, Questel is one of the leading players in the Intellectual Property ("IP") software and services market. The company has been technology focused from the outset, which differentiates the business.

 

The company core segments include (i) a SaaS division including the IP Business Intelligence database allowing advanced research and analysis of patents as well as more recent Innovation Management Software and IP Management Software (ii) international filing administrative and translation services and (iii) patent annuities and trademark renewals solutions and legal services.

 

Questel supports more than 15,000 customers worldwide - 80% are large and mid-sized corporations and 20% IP firms. High visibility on earnings thanks to its SaaS and annuities highly recurring model and the stickiness of its Filing activity.

 

Questel is a highly resilient business that has grown organically at a CAGR of 11-12% over the last 4 years (in a market growing at 7% CAGR). IK's active M&A strategy has underpinned the overall growth, with a CAGR of 17% over the same period. EBITDA growth has been faster at 18.5% CAGR, with operational leverage and acquisition synergies kicking in. The cash conversion is attractive at c.75%, and we expect this to improve further over the holding period. The GP case does not envisage any further M&A activity, though IK do have further transformational acquisitions in the pipeline.

 

The Opportunity

Led by one the best management teams in Europe and backed by high conviction, incumbent sponsor (IK), Questel provides mission critical software and services to a strongly growing end-market and their market leadership position is well protected by strong barriers to entry and sticky customer base. The continued integration and realisation of both top line and bottom line synergies from recent transformational acquisitions will further strengthen the Group's financial profile making it a strong PE target or IPO candidate upon exit.

 

Secondary Investments

During the 12 month period, the Company invested and committed £54.5 million into two secondaries.

 

Investment

£m

Description

Capiton IV and V

9.4

DACH-based lower mid-market funds

Structures Solutions IV

45.1

Diversified secondary transaction into a portfolio of large cap funds

 

After the market dislocation and hiatus in activity caused by the Covid-19 pandemic, overall activity levels in the secondary market recovered from September 2020. With this background, the Manager's team of nine secondary specialists has remained selective in reviewing secondary opportunities that fit the Company's investment criteria and portfolio profile during the last year.  The two secondary transactions described above were closed in the second half of the year as secondary activity was opening up more generally.  Both transactions arose out of and benefited from the Manager's long-term relationships and insights into the underlying funds and portfolios.  They provide the Company with exposure to high quality private equity funds at an attractive entry point.

 

Secondary Investment Case Study - Capiton A.G.

 

Attractive opportunity to gain exposure to Capiton, a high quality GP operating in the attractive German lower mid-cap segment.

 

Investment :  secondary interests in Capiton V and IV

Closing date : April 2021

Vintage years : 2015 (Capiton V), 2009 (Capiton IV)

Fund sizes : €440m (Capiton V) / €350m (Capiton IV)

SLPET's secondary exposure : €9.8m

Geographic focus : DACH

Target company size : Lower Mid-Market

Sectors : Industrials, IT, Health care, Consumer Discretionary

Investment strategy : Buyout

 

Transaction overview

The Manager has a long-standing relationship with Capiton dating back to 2009 and has completed primary, secondary and direct investments with them in that time.

 

The Manager secured direct access to the seller of interests in Capiton IV and V in December 2020 and moved quickly to agree a deal with the seller by the end of that month.

 

The deal was subsequently closed in April 2021.

 

Underlying investments

Capiton focuses on making control investments in businesses in the DACH lower mid-market

 

Over 90% of the exposure acquired related to the 2015-vintage Capiton V fund

 

Capiton V's three largest investments are in med-tech, industrial tech and pet food, with the remaining portfolio spread across pharmaceuticals, software and industrials

 

The majority of the assets have shown good performance in spite of the Covid-19 challenges

 

Why we invested

Strong relationship with Capiton and existing exposure to the target funds provided the Manager with insights and conviction in the quality of the underlying portfolio

 

Attractive mix of assets with a bias towards tech and healthcare assets and with good growth prospects

 

Reasonable valuation and leverage levels across the portfolio

 

Good fit within the SLPET portfolio as consideration was being given to potential commitments to Capiton VI and a number of co-investment opportunities with Capiton

 

Examples of current investments

 

Raith Nanofabrication, Alphapet, GPE, Euro Vital Pharma

 

Portfolio Construction

The underlying portfolio predominately consists of 578 private companies, largely within the European mid-market and spread across different countries, sectors and vintages. At 30 September 2021, only seven companies equated to more than 1% of portfolio NAV, with the largest single underlying company exposure equating to 4.2% (Action).

 

Geographic Exposure1

We believe that the portfolio is well diversified and that has helped to mitigate the financial impacts of the global pandemic. At 30 September 2021, 79% of underlying private companies were headquartered in Europe (2020: 85%). The Company's underlying portfolio companies remains largely positioned to North Western Europe, with only 5% of underlying portfolio companies by value in Italy and Spain (2020: 5%). SLPET is well diversified by region across North Western Europe, with the Nordics equating to 18% of the underlying company exposure (2020: 17%). North America is the highest exposure at 19% (2020: UK, 18%).

 

1 Based on the latest available information from underlying managers.

2 In addition to the above, 6% of underlying portfolio companies are based in European countries not separately disclosed above, while 2% are based in countries out width of Europe, excluding North America.

 

Sector Exposure 1

Over recent years the portfolio's sector exposure has moved more towards high growth areas, such as Information Technology and Healthcare, which have also been more resilient in the current environment. At 30 September 2021 Technology and Healthcare represented a combined 41% of underlying portfolio companies (2020: 39%). When combined with Consumer Staples, these more stable, non-cyclical sectors equate to 53% of underlying portfolio companies (2020: 51%).

 

Sector

%

Technology

21

Healthcare

20

Industrials

15

Consumer Discretionary

14

Consumer Staples

12

Financials

11

Materials

4

Energy

1

Utilities

1

Telecommunication Services

1

 

1 Based on the latest available information from underlying managers.

 

Whilst the other half of the underlying portfolio companies are exposed to more cyclical sectors, there has been resilient performance and notable success stories during the global pandemic, especially where a business has a valuable product, essential service offering and/or a strong online sales component. Some examples within our top 20 underlying private companies by value include Benvic (PVC compounds), Photobox (online photograph printing), and Dr Martens (footwear brand with a strong online offering).

 

Maturity Analysis 1

The maturity profile of the portfolio is largely unchanged from last year.  With 55% of underlying portfolio companies being in vintages of four years and older (2020: 52%), this should underpin consistent distribution activity moving forward.

 

Outlook

The Company has seen record performance in the year ended 30 September 2021 and we believe that the portfolio is well positioned as we look ahead. The portfolio benefits from an attractive mix of companies in cyclical and non-cyclical sectors (roughly 50:50), with an increasing weighting towards technology and healthcare businesses that should provide resilience and growth in the coming quarters. There is no outsized exposure to any single country. Therefore, we take comfort that the portfolio's diversified exposures across its targeted sectors, geographies and managers should position the Company well whatever may lie ahead.

 

Both SLPET's balance sheet and investment pipeline are in a strong position. The Company will continue to invest predominately in Europe, with a core focus on mid-market buyouts and a preference for non-cyclical sectors. The Company has long focused on partnering with a relatively small group of underlying private equity firms that are differentiated and have a specialised sector focus. We are excited about the current opportunity set in European private equity, where many innovative and high growth businesses currently reside and where companies are staying private for longer.

 

Primary funds remain the backbone of SLPET's portfolio and we are starting to see co-investments grow materially as a proportion of the Company's NAV (currently 11%). Co-investment was introduced into the investment objective in 2019 and we expect it to grow as a proportion of the Company's NAV. It brings the benefit of greater portfolio management and cash control, as well as lower underlying investment costs. As a result, co-investment has the potential to act as a strong driver of the Company's performance in the years ahead. In terms of secondaries, the Company will continue to invest selectively in opportunities that fit with the overall portfolio objectives, are accretive to  returns and help optimise the management of any excess cash.  We will also continue to consider selling positions as a part of our active portfolio management strategy.

 

In terms of specific risks to the private equity industry, the market is currently accumulating record levels of 'dry powder' (capital raised but not yet invested) due to the increasing popularity of the asset class with investors. Whilst businesses in general are staying private for longer, these high levels of dry powder are likely to lead to additional competition for deals in the coming years. However, data suggests the vast majority of this capital is being accumulated at the larger end of the market. Hence the Company's core focus on the mid-market should position it well as we look ahead.

 

We have said many times over the years that the private equity model of active ownership thrives on the opportunities that present themselves during periods of market dislocation and economic headwinds. Having controlling ownership of underlying businesses provides the opportunity for private equity firms to respond more efficiently and effectively to changing market circumstances and to directly add value to their portfolio companies, whether that is through operational initiatives such as digitalisation or ESG, or through inorganic initiatives such as buy and build. While the prospect of inflation and interest rate rises currently dominates headlines, we remain confident in both the private equity model and SLPET's ability to successfully navigate whatever conditions lie ahead.

 

Alan Gauld,

Lead Portfolio Manager

abrdn Capital Partners LLP

26 January 2022

 

 

 



 

TEN LARGEST HOLDNGS

at 30 September 2021

 

1


Advent


Invests in attractive niches within business & financial services, healthcare, industrial, retail and technology sectors
















Fund Size: €13.0bn
Strategy:
Mid to large buyouts
Enterprise Value of investments:
$200m-$3bn
Geography: G
lobal with a focus on Europe and North America
Website:
www.adventinternational.com


Advent International Global Private Equity VIII

30/9/21

30/9/20



Value (£'000)

55,818

57,759



Cost (£'000)

31,102

37,682

5.4% of NAV



Commitment (€'000)

45,000

45,000



Amount Funded

95.2%

95.2%



Income (£'000)

-

-












2


Altor Funds


Focuses on investing in and developing medium-sized companies with a Nordic origin that offer potential for value creation through revenue growth, margin expansion, improved capital management and strategic re-positioning
















Fund Size: €2.1bn
Strategy:
Mid-market buyouts
Enterprise Value of investments:
€50m-€500m
Geography: Northern Europe
Website:
www.altor.com


Altor Fund IV

30/9/21

30/9/20



Value (£'000)

51,229

41,819



Cost (£'000)

30,679

31,327

4.9% of NAV



Commitment (€'000)

55,000

55,000



Amount Funded

69.7%

69.3%



Income (£'000)

2,614

67












3


Nordic Capital


Invests in medium to large-sized buyout deals in Northern Europe, through five dedicated sector teams, with the ability to invest in healthcare on a global basis
















Fund size: €4.3bn
Strategy:
Mid to large buyouts
Enterprise Value of investments:
€200m-€800m
Geography:
Northern Europe (Global in Healthcare)
Website:
www.nordiccapital.com


Nordic Capital Fund IX

30/9/21

30/9/20



Value (£'000)

43,119

22,254



Cost (£'000)

21,065

15,404

4.2% of NAV



Commitment (€'000)

30,000

30,000



Amount Funded

79.3%

58.0%



Income (£'000)

-

-












4


Permira


Focused on identifying investments in market leading businesses with strong growth potential. Sector approach transforming companies to become global leaders
















Fund size: €5.0bn
Strategy:
Mid to large buyouts
Enterprise Value of investments:
€500m-€3bn
Geography: Global
Website:
www.permira.com


Permira V

30/9/21

30/9/20



Value (£'000)

41,692

37,338



Cost (£'000)

15,494

15,463

4.0% of NAV



Commitment (€'000)

30,000

30,000



Amount Funded

95.2%

90.1%



Income (£'000)

-

-












5


Action


Since its establishment in 1993, Benelux-based Action has grown into the leading non-food discount retailer in the region with more than 1,900 stores and over 65,000 employees
















Fund Size: €2.5bn
Sector:
Consumer staples
Location:
Netherlands
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: Co-investment
Company Website:
www.action.nl


3i Venice SCSp (Action)

30/9/21

30/9/20



Value (£'000)

41,454

29,103



Cost (£'000)

22,630

22,630

4.0% of NAV



Commitment (€'000)

26,540

26,540



Amount Funded

100.0%

100.0%



Income (£'000)

-

-












6


Investindustrial


Lower mid-market strategy of established mid-market firm. Pan-European focus but with a weighting towards Southern Europe
















Fund Size: €375m
Strategy:
  Lower mid-market buyouts
Enterprise Value of investments:
Under €200m
Geography: 
Primarily Southern Europe
Website: www.investindustrial.com


Investindustrial Growth

30/9/21

30/9/20



Value (£'000)

38,195

18,649



Cost (£'000)

16,178

15,748

3.7% of NAV



Commitment (€'000)

25,000

25,000



Amount Funded

72.8%

70.9%



Income (£'000)

-

-












7


Exponent


Target businesses have strong market positions, evidence of historical constraints and are capable of transformation. Companies often have a significant international footprint
















Fund Size: £1.0bn
Strategy:
Mid-market buyouts
Enterprise Value of investments:
£75m-£350m
Geography:
UK
Website: www.exponentpe.com


Exponent Private Equity Partners III, LP.

30/9/21

30/9/20



Value (£'000)

37,704

32,782



Cost (£'000)

25,262

26,104

3.6% of NAV



Commitment (£'000)

28,000

28,000



Amount Funded

87.8%

89.0%



Income (£'000)

348

-












8


Nordic Capital


Invests in medium to large-sized buyout deals in Northern Europe, through five dedicated sector teams, with the ability to invest in healthcare on a global basis
















Fund size: €3.6bn
Strategy:
Complex buyouts and global healthcare
Enterprise Value of investments:
€150m-€800m
Geography:
Northern Europe (Global in Healthcare)
Website:
www.nordiccapital.com


Nordic Capital VIII

30/9/21

30/9/20



Value (£'000)

36,551

38,202



Cost (£'000)

20,959

24,388

3.5% of NAV



Commitment (€'000)

45,200

45,200



Amount Funded

89.8%

30.8%



Income (£'000)

-

-












9


Cinven


Targets companies that have the ability to deploy clearly identified sector strategies to accelerate growth in Europe or globally
















Fund Size: €7.0bn
Strategy:
Mid to large buyouts
Enterprise Value of investments:
€250m - €6bn
Geography:
Europe and North America
Website: www.cinven.com


Sixth Cinven Fund

30/9/21

30/9/20



Value (£'000)

35,978

29,322



Cost (£'000)

21,477

20,385

3.5% of NAV



Commitment (€'000)

28,100

28,100



Amount Funded

0.0%

82.0%



Income (£'000)

-

-












10


Towerbrook


Control-oriented private equity investments in mid-market companies in Europe and North America, principally on a proprietary basis and in situations characterized by complexity
















Fund Size: $3.6bn
Strategy:
Mid-market buyouts
Enterprise Value of investments: $200m - $1bn
Geography:
Europe and North America
Website: www.towerbrook.com


TowerBrook Investors IV

30/9/21

30/9/20



Value (£'000)

35,816

26,555



Cost (£'000)

16,947

16,948

3.5% of NAV



Commitment ($'000)

36,561

36,561



Amount Funded

59.9%

59.1%



Income (£'000)

456

49













Notes:











Performance information has been prepared by SLPET and has not been approved by the General Partners of the funds or any of their Associates.



Income figures are for the year ended 30 September 2021 and 30 September 2020 respectively.


The Amount Funded figure as at 30/9/20 has been revised for some investments above following an update to the calculation of this figure.


The Company's position in Action is held through 3i Venice SCSp, a special purpose vehicle managed by 3i as co-investment lead.

 

 



 

LARGEST 10 UNDERLYING PRIVATE COMPANIES

at 30 September 20211,2

 

The below represents the 10 largest private portfolio companies which are indirectly held through the Company's fund investments and/or co-investments.

 

1


Action


Since its establishment in 1993, Benelux-based Action has grown into the leading non-food discount retailer in the region with more than 1,900  stores and over 65,000  employees.














Sector: Consumer staples
Location: Netherlands
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: Co-investment
Company Website: www.action.nl
(Number 5 in the Company's Ten Largest Investments)







4.0% of NAV













2


R1 RCM


R1 RCM, headquartered in Chicago,  provides outsourced revenue cycle management services that help healthcare providers to more efficiently and cost effectively manage their revenue cycles through people, processes and integrated technology and analytics solutions. The  company offers a fully outsourced end-to-end-technology enabled solution, which spans the entire revenue cycle from patient registration to collection from patients and third-party payors.














Sector: Healthcare
Location: USA
Year of Investment: 2016
Private Fund Manager: TowerBrook Investors
Investment: TowerBrook Investors IV
Company Website: www.r1rcm.com







1.4% of NAV









3




A prestige and professional haircare brand.

Due to disclosure restrictions associated with our holding in Advent International Global Private Equity IX, no further information can be provided in relation to this underlying investment.














Sector: Consumer staples
Location: USA
Year of Investment: 2020
Private Fund Manager: Advent International
Investment: Advent International Global Private Equity IX







1.4% of NAV









4


Trustly


Founded in 2008, Trustly is a global leader in online banking payments. Trustly's digital account-to-account platform facilitates fast, simple and secure payments and links merchants across Europe,  North America and Latin America with consumers directly from their online banking accounts.














Sector: Financials
Location: Sweden
Year of Investment: 2018
Private Fund Manager: Nordic Capital Partners
Investment: Nordic Capital Fund IX
Company Website: www.trustly.com







1.3% of NAV









5


Visma


Visma is a leading provider of mission-critical business software to SMBs in Northern Europe. The company provides the following services to more than 1.1 million customers: accounting; resource planning and payroll software; and transaction process outsourcing, such as debt collection and procurement services














Sector: Information technology
Location: Norway
Year of Investment: fund investment: 2020
 
co-investment: 2020
Private Equity Manager: Hg Capital
Investments: Hg Vardos Co-invest L.P. / Hg Saturn 2
Company Website: www.visma.com







1.3% of NAV









6


Benvic


Founded in 1963, Benvic develops, produces and markets highly customised, innovative PVC-based thermoplastic solutions in the form of powders and compounds that are utilised across a wide range of rigid and flexible end-applications including building and construction, automotive and aerospace, cabling, packaging and fluid transport.














Sector: Industrials
Location: France
Year of Investment: 2018
Private Equity Manager: Investindustrial
Investment: Investindustrial Growth
Company Website: www.benvic.com







1.1% of NAV









7


Access


Founded in 1991, the Access Group ('Access')  is a leading UK midmarket Enterprise Resource Planning business, providing financial management systems  and human capital management software, as well as industry specific software solutions. Access' software helps over 55,000 UK businesses and not-for-profit organisations to work efficiently, with expertise across numerous industries.














Sector: Information technology
Location: UK
Year of Investment: 2018
Private Equity Manager: HgCapital
Investment: HgCapital 8
Company Website: www.theaccessgroup.com







1.1% of NAV









8


InfoPro Digital


InfoPro Digital provides professional communities with a full range of business solutions to help them be more efficient and generate better and growing sales opportunities, leveraging its expertise in managing data around its portfolio of leading brands across six key industry verticals.  These solutions are delivered as software, databases, digital solutions, lead generation, analysis and insight, trade shows, events and training.














Sector: Industrials
Location: France
Year of Investment: 2016
Private Equity Manager: TowerBrook Investors
Investment: TowerBrook Investors IV
Company Website:www.infopro-digital.com







1.0% of NAV









9


Dr. Martens


Dr. Martens is an iconic British footwear brand which was founded in 1947. The business has over 100 stores globally as well as growing worldwide e-commerce trade.














Sector: Consumer discretionary
Location: United Kingdom
Year of Investment: 2014
Private Equity Manager: Permira
Investment: Permira V
Company Website: www.drmartens.com







0.9% of NAV









10


Binding


Binding Site provides specialist diagnostic products to clinicians and laboratory professionals worldwide, principally for the diagnosis of blood cancers and immune system disorders. Founded by researchers at the University of Birmingham, Binding Site has continued to build on its strong scientific foundations, supporting research and development within their field and responding to the changing needs of patients, researchers and clinicians for over 25 years.














Sector: Healthcare
Location: United Kingdom
Year of Investment: 2011
Private Equity Manager: Nordic Capital Partners
Investment: Nordic Capital VII
Company Website: www.bindingsite.com







0.9% of NAV









1 All % of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.

 

 

 

INVESTMENT PORTFOLIO

at 30 September 2021

 

Vintage

Investment

Number of investments

Outstanding commitments
£'000

Cost
£'000

Valuation
£'0001

Net multiple2

% of NAV

2016

Advent International Global Private Equity VIII

29

  1,856

  31,102

  55,818

2.1x

5.4

2014

Altor Fund IV

19

  14,360

  30,679

  51,229

1.9x

4.9

2018

Nordic Capital Fund IX

15

  5,328

  21,065

  43,119

2.0x

4.2

2014

Permira V

15

  1,239

  15,494

  41,692

3.8x

4.0

2020

3i Venice SCSp (Action)3

1

  - 

  22,630

  41,454

1.8x

4.0

2018

Investindustrial Growth

6

  5,835

  16,178

  38,195

2.3x

3.7

2015

Exponent Private Equity Partners III, LP.

10

  3,421

  25,262

  37,704

1.7x

3.6

2013

Nordic Capital VIII

14

  3,981

  20,959

  36,551

1.8x

3.5

2016

Sixth Cinven Fund

16

  2,852

  21,477

  35,978

1.8x

3.5

2013

TowerBrook Investors IV

13

  10,871

  16,947

  35,816

2.2x

3.5

2016

IK Fund VIII

12

  2,105

  28,909

  35,006

1.5x

3.4

2014

CVC VI

25

  4,148

  16,611

  30,879

2.0x

3.0

2014

PAI Europe VI

13

  2,471

  19,792

  30,772

1.9x

3.0

2017

HgCapital 8

12

  7,244

  13,083

  30,769

2.1x

3.0

2019

Advent International Global Private Equity IX

24

  10,862

  10,293

  29,452

2.9x

2.8

2017

CVC Capital Partners VII

31

  10,750

  18,616

  28,902

1.6x

2.8

2021

Structured Solutions IV Primary Holdings LP*

45

  17,846

  28,093

  28,507

1.0x

2.7

2015

Bridgepoint Europe V

12

  2,498

  18,121

  25,089

1.9x

2.4

2015

Equistone Partners Europe Fund V

17

  2,485

  19,548

  24,575

1.6x

2.4

2016

Astorg VI

8

  3,950

  11,445

  20,494

1.5x

2.0

2018

PAI Europe VII

13

  12,571

  13,601

  17,485

1.3x

1.7

2015

Nordic Capital VII

8

  1,988

  16,601

  16,656

1.4x

1.6

2018

Bridgepoint Europe VI

13

  11,329

  14,148

  15,762

1.2x

1.5

2018

Equistone VI

24

  12,180

  14,070

  15,681

1.1x

1.5

2018

Triton Fund V

15

  13,393

  12,563

  14,909

1.2x

1.4

2012

IK Fund VII

4

  1,718

  11,543

  13,511

2.1x

1.3

2019

Altor Fund V

13

  22,149

  7,807

  11,907

1.5x

1.1

2017

Onex Partners IV LP

9

  947

  10,982

  11,605

1.4x

1.1

2019

Vitruvian I CF LP

5

  8,123

  9,119

  10,511

1.1x

1.0

2012

Advent International Global Private Equity VII

20

  1,203

  6,033

  10,433

2.3x

1.0

2020

Vitruvian III

29

  854

  4,563

  9,927

2.2x

0.9

2020

Hg Saturn 2

5

  6,408

  5,362

  9,104

1.7x

0.9

2021

IK Co-invest Questel (Questel)3

1

  - 

  8,554

  9,033

1.1x

0.9

2020

MPI-COI-NAMSA SLP (NAMSA)3

1

  1,354

  7,562

  9,020

1.2x

0.9

2020

Hg Vardos Co-invest L.P. (Visma)3

1

  - 

  5,390

  8,996

1.7x

0.8

2019

IK IX

6

  13,789

  7,714

  7,869

1.0x

0.8

2019

PAI Strategic Partnerships SCSp

2

  264

  6,516

  7,565

1.2x

0.7

2021

Hg Isaac Co-Invest LP (Insightsoftware)3

1

  137

  7,143

  7,358

1.0x

0.7

2011

Montagu IV

5

  1,014

  5,381

  7,254

1.9x

0.7

2021

MPI-COI-PROLLENIUM SLP (Prollenium)3

1

  1,427

  7,124

  7,208

1.0x

0.7

2021

Hg Riley Co-Invest LP (Riskalyze)3

1

  - 

  6,836

  7,123

1.0x

0.7

2019

American Industrial Partners VII

8

  7,998

  6,957

  6,906

1.0x

0.7

2015

Capiton V

10

  1,132

  6,721

  6,903

1.0x

0.7

2012

Equistone Partners Europe Fund IV

8

  769

  9,393

  6,449

2.2x

0.6

2019

Cinven 7

6

  16,340

  5,230

  6,194

1.2x

0.6

2019

Investindustrial VII

9

  16,603

  5,465

  5,744

1.1x

0.6

2018

MSouth Equity Partners IV

7

  10,354

  5,767

  4,924

0.9x

0.5

2021

Capiton VI Wundex Co-Investment (Wundex)3

1

  3,196

  5,352

  4,811

0.9x

0.5

2019

Great Hill Partners VII

16

  4,884

  3,454

  4,468

1.7x

0.4

2021

Latour Co-invest Funecap (Funecap)3

1

  2,115

  4,287

  4,292

1.0x

0.4

2020

Hg Genesis 9

5

  10,116

  2,772

  4,238

1.5x

0.4

2019

Alphaone International S.à.r.l. (Mademoiselle Desserts)3

1

  1,704

  3,522

  3,475

1.0x

0.3

2020

Nordic Capital X

10

  20,369

  1,123

  2,660

2.4x

0.3

2020

PAI Mid-Market I

3

  18,969

  2,500

  2,037

0.8x

0.2

2013

Bridgepoint Europe IV

5

  711

  3,109

  1,966

1.6x

0.2

2001

CVC III*

1

  386

  4,283

  1,731

2.6x

0.2

2008

CVC V*

4

  429

  4,750

  1,685

2.4x

0.2

2020

Seidler Equity Partners VII L.P.

2

  12,932

  1,853

  1,626

0.9x

0.2

2019

ASI Omega Holdco (KD Pharma)3

1

  2,774

  1,462

  1,587

1.1x

0.2

2021

Nordic Capital WH1 Beta, L.P. (Boost.ai)3

1

  2,149

  1,560

  1,508

1.0x

0.1

2020

Vitruvian IV

6

  19,796

  1,695

  1,260

0.7x

0.1

2006

3i Eurofund V

1

  - 

  11,308

  1,052

2.7x

0.1

2006

HgCapital 5

1

  213

  6,578

  740

1.7x

0.1

2019

Gilde Buy-Out Fund IV

2

  - 

  2,262

  414

1.2x

0.0

2009

Capiton IV GmbH & Co. Beteiligungs KG

5

  146

  241

  95

1.1x

0.0

2020

Hg Mercury 3

3

  10,553

  105

  84

0.8x

0.0

2007

Industri Kapital 2007 Fund

0

  1,492

  5,545

  58

1.4x

0.0

2003

Industri Kapital 2004 Fund*

0

  - 

  - 

  10

2.4x

0.0

2019

Borromin Capital Fund III L.P4

0

  208

  808

  8

1.6x

0.0

2021

Advent Technology II

0

  23,362

  - 

  - 

0.0x

0.0

2021

ArchiMed III

0

  12,893

  - 

  - 

0.0x

0.0

2021

Eurazeo Payment Luxembourg Fund SCSp (Planet)3

0

  9,025

  - 

  - 

0.0x

0.0

2021

Excellere Partners Fund IV

0

  25,958

  - 

  - 

0.0x

0.0

2021

IK Small Cap Fund III

0

  21,294

  196

  - 

0.0x

0.0

2021

Nordic Capital Evolution Fund

0

  25,785

  - 

  - 

0.0x

0.0

2021

Permira Growth Opportunities II

1

  25,958

  - 

  - 

0.0x

0.0

2020

Triton Smaller Mid-Cap Fund II

3

  21,488

  - 

  - 

0.0x

0.0


Total investments5

635

  557,051

  703,214

  1,007,843


97.3


Non-portfolio assets less liabilities




  28,124


2.7


Total shareholders' funds




  1,035,967


100.0









1

All funds are valued by the manager of the relevant fund or co-investment as at 30 September 2021, with the exception of those funds suffixed with an * which were valued as at 30 June 2021 or initial funding amount paid

2

The net multiple has been calculated by the Manager in sterling on the basis of the total realised and unrealised return for the interest held in each fund and co-investments. These figures have not been reviewed or approved by the relevant fund or its manager.

3

Co-investment position. The name of the underlying co-investment which is indirectly held by the Company has been included within the bracketed text.

4

Formerly Steadfast Capital III.

5

The 635 underlying investments represent holdings in 578 separate companies, 36 fund investments and 9 co-investments.



 

TOP 30 UNDERLYING PRIVATE COMPANY INVESTMENTS

at 30 September 2021

 

Entity

Description

Fund/Co-investment

Year of Investment1

% of  NAV2

Action

Non-food discount retailer

3i Venice SCSp

2020

4.0%

R1 RCM

Healthcare revenue services

TowerBrook Investors IV

2016

1.4%

Undisclosed3

A prestige and professional haircare brand

Advent International Global Private Equity IX

2020

1.4%

Trustly

Online payment provider

Nordic Capital Fund IX

2018

1.3%

Visma

Accounting software and services

Hg Vardos Co-invest L.P. / Hg Saturn 2

2020

1.3%

Benvic

Developer and producer of PVC-based solutions

Investindustrial Growth

2018

1.1%

Access Group

Software solutions

HgCapital 8

2018

1.1%

InfoPro Digital

B2B professional information services

TowerBrook Investors IV

2016

1.0%

Dr. Martens

Global footwear brand

Permira V

2014

0.9%

Binding Site

Clinical laboratory diagnostics

Nordic Capital VII

2011

0.9%

Insightsoftware

Financial reporting and enterprise performance management software provider

Hg Isaac Co-Invest LP / Hg Saturn 2

2021

0.9%

Questel

Intelligence Software

IK Co-invest Questel

2021

0.9%

NAMSA

Provider of medical devices

MPI-COI-NAMSA SLP

2020

0.9%

Froneri

Ice cream manufacturer for take home and private label segments

PAI Strategic Partnerships SCSp / PAI Europe VII

2019

0.8%

Vizrt

Professional software for real-time media

Nordic Capital VIII

2015

0.8%

Photobox

Online photo laboratory

Exponent Private Equity Partners III, LP.

2016

0.8%

Allegro

Online marketplace

Sixth Cinven Fund

2017

0.8%

Riskalyze

Risk tolerance software

Hg Riley Co-Invest LP/ Hg Mercury 3

2021

0.8%

Trioplast

Manufacturer of polyethylene film

Altor Fund IV

2018

0.8%

RevolutionRace

Outdoor apparel webshop

Altor Fund IV

2017

0.8%

Undisclosed3

Software provider to automotive collision repairers, parts suppliers and insurers

Advent International Global Private Equity VIII

2017

0.8%

Informatica

Enterprise data integration

Permira V

2015

0.7%

Litera

Provider of end to end document lifecycle solutions

HgCapital 8

2019

0.7%

Lindorff

Leading European financial institutions debt collector

Nordic Capital VIII

2014

0.7%

Prollenium

Medical aesthetics company

MPI-COI-PROLLENIUM SLP

2021

0.7%

TriMedx

Healthcare technology management

TowerBrook Investors IV

2016

0.7%

Undisclosed3

Generics pharmaceutical company

Advent International Global Private Equity VIII

2018

0.7%

Tricor

Business services

Permira V

2017

0.7%

Mademoiselle Desserts

Dessert and confectionery producer

Alphaone International S.à.r.l. / IK Fund VIII

2018

0.7%

Refresco

Independent bottler of beverages

PAI Europe VI

2018

0.6%






1   Year of investment is disclosed as the first year of investment by a portfolio investment.
2 All % of NAV figures are based on gross valuations, before any carry provision.
3 Due to disclosure restrictions associated with our holding in the associated fund investments, we are unable to name the underlying private company.

 



 

DIRECTORS' REPORT

 

The Directors present their report and the audited financial statements of the Company for the year ended 30 September 2021.

 

Results and Dividends

Interim dividends of 3.4 pence per Ordinary share were paid in April, July and October 2021.  The Board declared, on 14 December 2021, a fourth interim dividend for the year to 30 September 2021 of 3.4 pence per share is payable on 28 January 2022 to shareholders on the register on 24 December 2021.

 

Principal Activity and Status

The Company is registered as a public limited company in Scotland under company number SC216638, is an investment company within the meaning of Section 833 of the Companies Act 2006 and carries on business as an investment trust.

 

The Company has applied for and has been accepted as an investment trust under Sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument 2011/2999. This approval relates to accounting periods commencing on or after 1 October 2012. The Directors are of the opinion that the Company has conducted its affairs so as to be able to retain such approval.

 

The Company intends to manage its affairs so that its Ordinary shares continue to be a qualifying investment for inclusion in the stocks and shares component of an Individual Savings Account.

 

Capital Structure and Voting Rights

The Company's issued share capital at 30 September 2021 consisted of 153,746,294 (2020: 153,746,294) Ordinary shares of 0.2 pence each in issue.

 

Each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary share held.

 

Management Agreement

The Company has appointed abrdn Capital Partners LLP , a wholly owned subsidiary of abrdn, as its alternative investment fund manager ("AIFM") and Manager (the "Manager").

 

abrdn Capital Partners LLP has been appointed to provide investment management, risk management, administration and company secretarial services, and promotional activities to the Company. In addition, abrdn Capital Partners LLP has sub-delegated administrative and secretarial services to Aberdeen Asset Management PLC and promotional activities to abrdn.

 

The management fee, payable quarterly, is calculated as 0.95% per annum of the Company's net asset value at the end of the relative quarter.  No fee is payable on any investments in any investment trust, collective investment scheme or any other company or fund managed, operated or advised by the Manager or any other subsidiary of abrdn where there is an entitlement to a fee on that investment.

 

Further details of the fees payable to the Manager are shown in notes 3 and 4 to the financial statements.

 

The management agreement is terminable on not less than twelve months' written notice.

 

External Agencies

The Board has contractually delegated depositary services (which include the custody and safeguarding of the Company's assets) to IQ-EQ Depositary Company (UK) Limited and the share registration services to Equiniti Limited. These contracts were entered into after full and proper consideration by the Board of the quality and cost of services offered in so far as they relate to the affairs of the Company.

 

Substantial Interests

Information provided to the Company by major shareholders pursuant to the FCA's Disclosure, Guidance and Transparency Rules is published by the Company via a Regulatory Information Service.

 

The table below sets out the interests in 3% or more of the issued share capital of the Company, of which the Board was aware as at 30 September 2021.

 

Shareholder

Number of Ordinary shares

% held

Phoenix Group Holdings1

87,011,458

56.6

Interactive investor

7,180,622

4.7

Hargreaves Lansdown

5,173,552

3.4

Quilter Cheviot Investment Management

5,105,732

3.3

Oxfordshire County Council Pension Fund

4,805,941

3.1

 

1 The voting rights of these shares are retained by abrdn.

 

The Company has not been notified of any changes to these holdings as at the date of this Report.

 

Relationship Agreement with Standard Life Assurance Limited

The Company's largest shareholder, Phoenix Group Holdings, holds its shares through Standard Life Assurance Limited ("SLAL", which is 100% owned by Phoenix Group Holdings).  SLAL has irrevocably undertaken to the Company that, at any time when SLAL and its Associates (meaning any company which is a member of the SLAL group) are entitled to exercise or control 30% or more of the rights to vote at general meetings of the Company, it will not (and will procure that none of its Associates will) seek to nominate directors to the Board of the Company who are not independent of SLAL and its Associates, enter into any transaction or arrangement with the Company which is not conducted at arm's length and on normal commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

 

Directors

Each of the Directors of the Company as at 30 September 2021 are considered by the Board to be independent of the Company and the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement on issues of strategy, performance, resources and standards of conduct. 

 

All of the Directors held office throughout the year under review and up to the date of signing the financial statements, with the exception of Yvonne Stillhart and Dugald Agble who were appointed as Directors on 1 September 2021.

 

The Directors attended scheduled Board and Committee meetings during the year ended 30 September 2021 as follows (with their eligibility to attend the relevant meetings in brackets):

 

 

 

 

Board Meetings

Audit Committee
 Meetings

Management Engagement and Nomination Committee Meetings

Dugald Agble1

1 (1)

1 (1)

Alan Devine

5 (5)

1 (1)3

Christina McComb

5 (5)

2 (2)3

Diane Seymour-Williams

4 (5)

2 (3)4

Yvonne Stillhart1

1 (1)

1 (1)

Calum Thomson

5 (5)

3 (3)

Jonathon Bond2

3 (3)

2 (2)

1 (2)

 

1 Appointed as a Director on 1 September 2021.
2 Retired from the Board on 23 March 2021.

3 Meetings of the Nomination Committee were not attended as Chair succession was being discussed.

 4Meeting was not attended due to being hospitalised.

 

The Board and Committees meet more frequently when business needs require.  There are a number of matters
reserved for the Board's approval which include overall strategy, investment policy, borrowings, dividend policy and Board composition.

 

All of the Directors will retire and, being eligible, will offer themselves for election or re-election at the Annual General Meeting.

The Board believes that each Director has the requisite high level and range of business, investment and financial experience which enables the Board to provide clear and effective leadership and proper governance of the Company. Each Director remains independent and free from any relationship which could materially interfere with the exercise of their judgement on issues of strategy, performance, resources and standards of conduct.  Following the Company's formal annual performance evaluation, the Board concluded that each Director's performance continues to be effective and each Director demonstrates commitment to the role, and their individual performances contribute to the long-term sustainable success of the Company. The Board therefore recommends the election, or re-election, of each of the Directors at the Annual General Meeting.  The biographies contained in the published version of the annual report and financial statements for the year ended 30 September 2021 set out their range of skills and experience as well as length of service and their contribution to the Board during the year.

 

Board's Policy on Tenure

In normal circumstances, it is the Board's expectation that Directors will not serve beyond the Annual General Meeting following the ninth anniversary of their appointment. However, the Board takes the view that independence of individual Directors is not necessarily compromised by length of tenure on the Board and that continuity and experience can add significantly to the Board's strength. The Board believes that recommendation for re-election should be on an individual basis following a rigorous review which assesses the contribution made by the Director concerned, but also taking into account the need for regular refreshment and diversity.

 

It is the Board's policy that the Chair of the Board will not normally serve as a Director beyond the Annual General Meeting following the ninth anniversary of his or her appointment to the Board. However, this may be extended in certain circumstances or to facilitate effective succession planning and the development of a diverse Board. In such a situation the reasons for the extension will be fully explained to shareholders and a timetable for the departure of the Chair clearly set out.

 

The Role of the Chair and Senior Independent Director

Christina McComb is the Chair and Alan Devine is the Senior Independent Director.

 

The Chair is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chair facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chair ensures that Directors receive accurate, timely and clear information to assist them with effective decision making. The Chair leads and acts upon the results of the formal and rigorous annual Board and Committee evaluation process by recognising strengths and addressing any weaknesses of the Board.  She also ensures that the Board engages with major shareholders and that all Directors understand shareholder views.

 

The Senior Independent Director acts as a sounding board for the Chair and acts as an intermediary for other directors, when necessary. Working closely with the Nomination Committee, the Senior Independent Director takes responsibility for an orderly succession process for the Chair, and leads the annual appraisal of the Chair's performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may have.

 

Directors' and Officers' Liability Insurance

The Company maintains insurance in respect of directors' and officers' liabilities in relation to their acts on behalf of the Company. The Company's articles of association provide that any director or other officer of the Company is to be indemnified out of the assets of the Company against any liability incurred by him as a director or other officer of the Company to the extent permitted by law.

 

Management of Conflicts of Interest

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, each Director discloses other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his or her connected persons. The Board considers each Director's situation and decides whether to approve any conflict or other external positions, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

 

No Director has a service contract with the Company although all Directors are issued with letters of appointment. There were no contracts during, or at the end of the year, in which any Director was interested.

 

The Company has a policy of conducting its business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption and has procedures in place that are proportionate to the Company's circumstances to prevent them. The Manager also adopts a group-wide zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption. Copies of the Manager's anti-bribery and corruption policies are available on its website.

 

In relation to the corporate offence of failing to prevent tax evasion, it is the Company's policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.

 

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in July 2018 (the "UK Code"),  which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk.

 

The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (the "AIC Code").  The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC's website: theaic.co.uk.

 

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders.

 

The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except as set out below.

 

The UK Code includes provisions relating to:

 

interaction with the workforce (provisions 2, 5 and 6);

the role and responsibility of the chief executive (provisions 9 and 14);

previous experience of the chair of a remuneration committee (provision 32); and

executive directors' remuneration (provisions 33 and 36 to 40).

 

The Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. 

 

The full text of the Company's Corporate Governance Statement can be found on its website.

 

Board Committees

The Board has appointed a number of Committees, as set out below. Copies of their terms of reference, which clearly define the responsibilities and duties of each Committee, are available on the Company's website, or upon request from the Company. The performance of the Committees and their terms of reference are reviewed by the Board on an ongoing basis and formally at least annually.

 

Audit Committee

The Audit Committee is chaired by Calum Thomson who is a Chartered Accountant and has recent and relevant financial experience.  The Committee comprises all non-executive Directors.  The Audit Committee and Board consider that Christina McComb was independent on appointment, and continues to be independent of the Manager.  Given the size of the Board, and the continued independence of Christina McComb, the Board believes that it is appropriate for all the independent Directors, including the Chair, to constitute the Audit Committee.  The Board is satisfied that the Committee as a whole has competence relevant to the investment trust sector.

 

The Audit Committee's Report is contained in the published version of the annual report and financial statements for the year ended 30 September 2021.

 

Management Engagement Committee

The Management Engagement Committee comprises the full Board and is chaired by Christina McComb. The main responsibilities of the Committee include:

 

monitoring and evaluating the performance of the Manager;

reviewing at least annually the continued retention of the Manager;

reviewing, at least annually, the terms of appointment of the Manager including, but not limited to, the level and method of remuneration and the notice period of the Manager; and

reviewing the performance and remuneration of the other key service providers to the Company.

 

The Committee met in respect of the year ended 30 September 2021 to review of performance and the terms of appointment of the Manager.  Following which, the Committee recommended to the Board that the continuing appointment of the Manager was in the best interests of the shareholders and the Company as a whole. In reaching this decision, the Committee considered the Company's long-term performance record and concluded that it remained satisfied with the capability of the Manager to deliver satisfactory investment performance, that its processes are thorough and robust and that it employs a well-resourced team of skilled and experienced fund managers. In addition, the Committee is satisfied that the Manager has the secretarial, administrative and promotional skills required for the effective operation and administration of the Company.

 

Nomination Committee

The Nomination Committee comprises the full Board and is chaired by Christina McComb. The Committee met a number of times during the year to carry out its responsibilities.  The main responsibilities of the Committee include:

 

regularly reviewing the structure, size and composition (including the skills, knowledge, experience, diversity and gender) of the Board;

undertaking succession planning, taking into account the challenges and opportunities facing the Company and identifying candidates to fill vacancies;

recruiting new Directors, undertaking open advertising or engaging external advisers to facilitate the search, as appropriate, with a view to considering candidates from a wide range of backgrounds, on merit, and with due regard for the benefits of diversity on the Board, taking care to ensure that appointees have enough time available to devote to
the position;

ensuring that new appointees receive a formal letter of appointment and suitable induction and ongoing training;

arranging for the annual Board and Committee performance evaluations and ensuring that Directors are able to commit the time required to properly discharge their duties;

making recommendations to the Board as to the position of Chair, Senior Independent Director and Chair of the Nomination, Audit and Management Engagement Committees;

assessing, on an annual basis, the independence of each Director; and

approving the re-election of any Director, subject to the UK Code, the AIC Code, or the Articles of Association, at the Annual General Meeting, having due regard to their performance, ability to continue to contribute to the Board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the Board.

 

In respect of the appointment of Dugald Agble and Yvonne Stillhart, who were appointed as independent non-executive Directors on 1 September 2021, the Board used the services of an external search consultant, Nurole Limited. Nurole Limited is independent of the Company and Board of Directors.

 

Going Concern

The Board has considered its obligation to satisfy itself as to the appropriateness of the adoption of the going concern assumption as a basis for the preparation of the financial statements.

 

At 30 September 2021, the Company had a £200.0 million (2020: £200.0 million) committed, multi-currency syndicated revolving credit facility, under which £nil (2020: £nil) had been drawn down. The facility is provided by Citi, Société Générale and State Street Bank International (2020: Citi and Société Générale).

 

The Directors are mindful of the Principal Risks and Uncertainties disclosed in the Strategic Report, including the over-arching risk of Covid-19 and its impact on global markets, and they believe that the Company has adequate financial resources to continue its operational existence for a period of not less than 12 months from the date of approval of this Report. They have arrived at this conclusion having reviewed the Company's revolving credit facility, the future cash flow projections, the ongoing expenses forecasts for the coming year, and taking into account that the Company had net resources available for investment at the year end.

 

Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

 

Accountability and Audit

The respective responsibilities of the Directors and the Independent Auditor in connection with the financial statements appear in Directors' Responsibility Statement and the Independent Auditor's Report.

 

The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Independent Auditor was unaware, and that each Director has taken all the steps that they might reasonably be expected to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Independent Auditor was aware of that information.

 

Independent Auditor

Shareholders approved the re-appointment of BDO LLP as the Company's Independent Auditor at the AGM on 23 March 2021 and resolutions to approve its re-appointment for the year to 30 September 2022 and to authorise the Directors to determine its remuneration will be proposed at the AGM on 22 March 2022.

 

Relations with Shareholders

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares. One of the benefits of being managed by abrdn is the ability to subscribe to, and participate in, the promotional programme run by abrdn on behalf of a number of investment trusts under its management. The Company's financial contribution to the programme is matched by abrdn. The Company also supports abrdn's investor relations programme which involves regional roadshows, promotional and public relations campaigns. abrdn's promotional and investor relations teams report to the Board on a quarterly basis giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the make-up of that register.

 

Shareholders and investors may obtain up to date information on the Company through its website and the Manager's Customer Services Department.

 

The Board also communicates directly with shareholders and their representative bodies without the involvement of the management group (including the Company Secretary or the Manager) in situations where direct communication is required, and representatives from the Manager and Board meet with major shareholders on at least an annual basis in order to gauge their views, and report back to the Board on these meetings. In addition, the Company Secretary only acts on behalf of
the Board, not the Manager, and there is no filtering of communication.

 

The Company's Annual General Meeting provides a forum for communication primarily with private shareholders and is attended by the Board. The Manager makes a presentation to the meeting and all shareholders have the opportunity to put questions to both the Board and the Manager at the meeting.

 

The notice of the Annual General Meeting is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Manager at the meeting.

 

Additional Information

Where not provided elsewhere in the Directors' Report, the following provides the additional information required to be disclosed by Part 15 of the Companies Act 2006.

 

There are no restrictions on the transfer of Ordinary shares in the Company issued by the Company other than certain restrictions which may from time to time be imposed by law (for example, the Market Abuse Regulation). The Company is not aware of any agreements between shareholders that may result in a transfer of securities and/or voting rights.

 

The rules governing the appointment of Directors are set out in the Directors' Remuneration Report in the published version of the annual report and financial statements for the year ended 30 September 2021. The Company's Articles of Association may only be amended by a special resolution passed at a general meeting of shareholders.

 

Annual General Meeting

The Notice of the Annual General Meeting, which will be held at 12:30pm at the Balmoral Hotel, 1 Princes Street, Edinburgh, EH2 2EQ on Tuesday, 22 March 2022, and related notes, may be found in the published annual report and financial statements for the year ended 30 September 2021.

 

At the time of writing it is the Board's intention that the Annual General Meeting will be held in person.  However, should government restrictions on public gatherings and requirements to socially distance, the Annual General Meeting will satisfy the minimum legal requirements.

 

Shareholders are encouraged vote on the resolutions proposed in advance of the AGM and submit questions to the Board and the Manager by emailing SLPET.Board@abrdn.com.

 

 

Resolutions including the following business will be proposed:

 

Dividend Policy

As a result of the timing of the payment of the Company's quarterly dividends, the Company's shareholders are unable to approve a final dividend each year. In line with good corporate governance, the Board therefore proposes to put the Company's dividend policy to shareholders for approval at the Annual General Meeting and on an annual basis thereafter.

The Company's dividend policy is that interim dividends on the Ordinary shares are payable quarterly in April, July, October and January. Resolution 4 will seek shareholder approval for the dividend policy.

 

Issue of Ordinary Shares

Resolution 12, which is an ordinary resolution, will, if passed, renew the Directors' authority to allot new Ordinary shares up to 10% of the issued share capital of the Company (excluding treasury shares) as at the date of the passing of the resolution.

Resolution 13, which is a special resolution, will, if passed, renew the Directors' existing authority to allot new Ordinary shares or sell treasury shares for cash without the new Ordinary shares first being offered to existing shareholders in proportion to their existing holdings. This will give the Directors authority to make limited allotments or sell shares from treasury of up to 10% of the total ordinary issued share capital, excluding treasury shares, as at the date of the passing of the resolution.

 

The authority to issue shares on a non pre-emptive basis includes shares held in treasury (if any) which the Company sells or transfers, including pursuant to the authority conferred by Resolution 12.

 

New Ordinary shares will only be issued at prices representing a premium to the last published net asset value per share.

 

The authorities being sought under resolutions 12 and 13 shall expire at the conclusion of the Company's next AGM in 2023 or, if earlier, on the expiry of 15 months from the date of the passing of the resolutions, unless such authorities are renewed prior to such time. The Directors have no current intention to exercise these authorities and will only do so if they believe it is advantageous and in the best interests of shareholders.

 

Purchase of the Company's Ordinary Shares

Resolution 14, which is a special resolution, seeks to renew the Board's authority to make market purchases of the Company's Ordinary shares in accordance with the provisions contained in the Companies Act 2006 and the FCA's Listing Rules. Accordingly, the Company will seek authority to purchase up to a maximum of 14.99% of the issued share capital (excluding treasury shares) at the date of passing of the resolution at a minimum price of 0.2 pence per share (being the nominal value). Under the Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of: (i) 105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for the shares over the five business days immediately preceding the date of purchase; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out.

 

The Board does not intend to use this authority to purchase the Company's Ordinary shares, unless to do so would result in an increase in the net asset value per Ordinary share and would be in the best interests of shareholders. Any Ordinary shares purchased shall either be cancelled or held in treasury. The authority being sought shall expire at the conclusion of the AGM in 2023 or, if earlier, on the expiry of 15 months from the date of the passing of the resolution unless such authority is renewed prior to such time.

 

Notice of General Meetings

The Companies Act 2006 provides that the minimum notice period for general meetings of listed companies is 21 days, but with an ability for companies to reduce this period to 14 days (other than for annual general meetings) provided that two conditions are met. The first condition is that the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

 

The Board is therefore proposing Resolution 15 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than annual general meetings, renewing the authority passed at last year's annual general meeting. The approval would be effective until the end of the Company's next annual general meeting, when it is intended that the approval be renewed.

 

The Board would consider on a case by case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive and it would therefore be to the advantage of the shareholders to call the meeting on shorter notice.

 

Change of Company Name

Conditional on Resolution 16, a special resolution, being approved by Shareholders at the AGM, the Board intends to change the Company's name to "abrdn Private Equity Opportunities Trust plc". 

It is intended that the change of name will be implemented following the AGM, subject to the resolution to be proposed at the AGM being passed by Shareholders.

Conditional on the name of the Company being changed to abrdn Private Equity Opportunities Trust plc the Board intends to change the Company's ticker to "APEO".

Further information on the proposed name change is provided in the Chair's Statement.

 

Recommendation

The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board recommends that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings, amounting to 65,788 Ordinary shares, representing 0.04% of the issued share capital.

 

By order of the Board

Aberdeen Asset Management PLC

Company Secretary

1 George Street

Edinburgh EH2 2LL

25 January 2022

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

 

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.  Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland'.

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period. 

 

In preparing these financial statements, the Directors are required to: 

 

select suitable accounting policies and then apply them consistently; 

make judgements and accounting estimates that are reasonable and prudent;

state whether they have been prepared in accordance with applicable UK Accounting Standards, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

prepare a Directors' Report, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006.

 

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the company's position and performance, business model and strategy.

 

Website publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website.  Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of the Company's website is the responsibility of the Directors.  The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

 

the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and

the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face.

 

On behalf of the Board

Christina McComb, OBE

Chair
26 January 2022

 

 

 



 

STATEMENT OF COMPREHENSIVE INCOME

 

For the year ended 30 September 2021

 



For the year ended 30 September 2021

For the year ended 30 September 2020


Notes

Revenue

Capital

Total

Revenue

Capital

Total



£'000

£'000

£'000

£'000

£'000

£'000









Total capital gains on investments

9

-

291,578

291,578

-

85,196

85,196

Currency (losses)/gains

14

-

(2,368)

(2,368)

-

337

337

Income

2

8,968

-

8,968

4,662

-

4,662

Investment management fee

3

(884)

(7,959)

(8,843)

(682)

(6,137)

(6,819)

Administrative expenses

4

(1,020)

-

(1,020)

(1,038)

-

(1,038)

Profit before finance costs and taxation


7,064

281,251

288,315

2,942

79,396

82,338

Finance costs

5

(323)

(1,568)

(1,891)

(199)

(885)

(1,084)

Profit before taxation


6,741

279,683

286,424

2,743

78,511

81,254

Taxation

6

(735)

587

(148)

(1,516)

460

(1,056)

Profit after taxation


6,006

280,270

286,276

1,227

78,971

80,198

Earnings per share - basic and diluted

8

3.91p

182.29p

186.20p

0.80p

51.36p

52.16p









The Total columns of this statement represents the profit and loss account of the Company.

There are no items of other comprehensive income, therefore this statement is the single statement of comprehensive income of the Company.

All revenue and capital items in the above statement are derived from continuing operations.

No operations were acquired or discontinued in the year.

The dividend which has been recommended based on this Statement of Comprehensive Income is 13.60p (2020: 13.20p) per ordinary share.

The accompanying notes form an integral part of these financial statements.


 



 

STATEMENT OF FINANCIAL POSITION

As at 30 September 2021

 



As at

As at



30 September 2021

30 September 2020


Notes

£'000

£'000

£'000

£'000

Non-current assets






Investments

9


1,007,843


721,650




1,007,843


721,650

Current assets






Receivables

10

1,144


16,839


Cash and cash equivalents


29,714


33,135




30,858


49,974


Creditors: amounts falling due within one year






Payables

11

(2,734)


(1,331)


Net current assets



28,124


48,643

Total assets less current liabilities



1,035,967


770,293

Capital and reserves






Called-up share capital

13


307


307

Share premium account

14


86,485


86,485

Special reserve

14


51,503


51,503

Capital redemption reserve

14


94


94

Capital reserves

14


897,578


631,904

Revenue reserve

14


-


-

Total shareholders' funds



1,035,967


770,293







Net asset value per equity share

15


673.8p


501.0p













The accompanying notes form an integral part of these financial statements.

The Financial Statements of Standard Life Private Equity Trust plc, registered number SC216638 were approved and authorised for issue by the Board of Directors on 26January 2022 and were signed on its behalf by Christina McComb, Chair.



 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 30 September 2021


 Notes

Called-up

 Share


 Capital






 share

 premium

 Special

 redemption

Capital

 Revenue




 capital

 account

 reserve

 reserve

reserves

 reserve

 Total



 '000

 '000

 '000

 '000

 '000

 '000

 '000

Balance at 1 October 2020


307

86,485

51,503

94

631,904

-

770,293

Profit after taxation


-

-

-

-

280,270

6,006

286,276

Dividends paid

7

-

-

-

-

(14,596)

(6,006)

(20,602)

Balance at 30 September 2021

13,14

307

86,485

51,503

94

897,578

-

1,035,967










For the year ended 30 September 2020











Called-up

Share


Capital






 share

premium

Special

redemption

Capital

Revenue




capital

account

reserve

reserve

reserves

reserve

Total



 '000

 '000

 '000

 '000

 '000

 '000

 '000

Balance at 1 October 2019


307

86,485

51,503

94

571,694

-

710,083

Profit after taxation


-

-

-

-

78,971

1,227

80,198

Dividends paid

7

-

-

-

-

(18,761)

(1,227)

(19,988)

Balance at 30 September 2020

13,14

307

86,485

51,503

94

631,904

-

770,293



















The accompanying notes form an integral part of these financial statements.

 



 

STATEMENT OF CASH FLOWS

 







For the year ended

For the year ended



30 September 2021

30 September 2020


Notes

£'000

£'000

£'000

£'000

Cashflows from operating activities






Profit before taxation



286,424


81,254

Adjusted for:






Finance costs

5


1,891


1,084

Gains on disposal of investments

9


(96,065)


(97,684)

Revaluation of investments

9


(195,839)


12,095

Currency losses / (gains)

14


2,368


(688)

Decrease in debtors



60


850

Increase in creditors



1,394


94

Tax deducted from non-UK income

6


(148)


(1,056)

Interest paid and arrangement fees



(1,539)


(2,358)

Net cash outflow from operating activities



(1,454)


(6,409)







Investing activities






Purchase of investments

9

(185,338)


(165,359)


Distributions of capital proceeds by funds

9

187,772


137,222


Disposal of quoted investments

9

2,193


13,993


Receipt of proceeds from disposal of unquoted investments


16,376


6,673


Net cash inflow / (outflow)  from investing activities



21,003


(7,471)







Financing activities






Ordinary dividends paid

7

(20,602)


(19,988)


Net cash outflow from financing activities



(20,602)


(19,988)







Net decrease in cash and cash equivalents



(1,053)


(33,868)







Cash and cash equivalents at the beginning of the year



33,135


66,315

Currency (losses)/gains on cash and cash equivalents



(2,368)


688

Cash and cash equivalents at the end of the year



29,714


33,135













Cash and cash equivalents consist of:






Money-market funds



16,414


24,678

Cash



13,300


8,457

Cash and cash equivalents



29,714


33,135













The accompanying notes form an integral part of these financial statements.

 



 

NOTES TO THE FINANCIAL STATEMENTS

 

 

1  Accounting Policies 

(a) Basis of accounting

The financial statements have been prepared in accordance with the Companies Act 2006, Financial Reporting Standard 102 and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts (the 'SORP'), updated in October 2019. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis. The Directors believe that this is appropriate for the reasons outlined in the Directors' Report. The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year.

Rounding is applied to the disclosures in these financial statements, where considered relevant.


(b) Revenue, expenses and finance costs

Dividends from quoted investments are included in revenue by reference to the date on which the investment is quoted ex-dividend. Interest receivable is dealt with on an accruals basis. Dividends and income from unquoted investments are included when the right to receipt is established, which is the notice value date. Dividends are accounted for as revenue in the Statement of Comprehensive Income.

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the Statement of Comprehensive Income except as follows:

 - transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Statement of Comprehensive Income;   

 - the Company charges 90% of investment management fees and finance costs to capital, in accordance with the Board's expected long-term split of returns between capital gains and income from the Company's investment portfolio. Bank interest expense has been charged wholly to revenue. 


(c) Investments

Investments have been designated upon initial recognition as fair value through profit or loss. On the date of making a legal commitment to invest in a fund or co-investment, such commitment is recorded and disclosed. When funds are drawn in respect of these commitments, the resulting investment is recognised in the financial statements. The investment is removed when it is realised or when the investment is wound up. Subsequent to initial recognition, investments are valued at fair value as detailed below. Gains and losses arising from changes in fair value are included as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserves.

Unquoted investments are stated at the directors' estimate of fair value and follow the recommendations of the European Private Equity & Venture Capital Association ("EVCA") and the British Private Equity & Venture Capital Association ("BVCA"). The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the Statement of Financial Position  date. The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, 'International Private Equity and Venture Capital Valuation guidelines'. Where formal valuations are not completed as at the Statement of Financial Position date, the last available valuation from the manager is adjusted for any subsequent cash flows occurring between the valuation date and the Statement of Financial Position date. The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last manager's formal valuation date to arrive at the estimate of fair value.

For listed investments, which were actively traded on recognised stock exchanges, fair value is determined by reference to their quoted bid prices on the relevant exchange as at the close of business on the last trading day of the Company's financial year.


(d) Dividends payable - Dividends are recognised in the period in which they are paid.


(e) Capital and reserves


Share premium - The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs.

Special reserve - Court approval was given on 27 September 2001 for 50% of the initial premium arising on the issue of the ordinary share capital to be cancelled and transferred to a special reserve. The reserve is a distributable reserve and may be applied in any manner as a distribution, other than by way of a dividend.

Capital redemption reserve - this reserve is used to record the amount equivalent to the nominal value of any of the Company's own shares purchased and cancelled in order to maintain the Company's capital.

Capital reserves:

Capital reserve - gains/(losses) on disposal - Represents gains or losses on investments realised in the period that have been recognised in the Statement of Comprehensive Income, in addition to the transfer of any previously recognised unrealised gains or losses on investments within "Capital reserve - revaluation" upon disposal. This reserve also represents other accumulated capital related expenditure such as management fees and finance costs, as well as other currency gains/losses from non-investment activity.

Capital reserve - revaluation - Represents increases and decreases in the fair value of investments that have been recognised in the Statement of Comprehensive Income during the period.

Revenue reserve - The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to shareholders as a dividend.

The revenue and capital reserves - gains/(losses) on disposal represent the amount of the Company's reserves distributable by way of dividend.


(f) Taxation

i)  Current taxation - Provision for corporation tax is made at the current rate on the excess of taxable income net of any allowable deductions. In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital in the Statement of Comprehensive Income is the "marginal basis". Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital column. Withholding tax suffered on income from overseas investments is taken to the revenue column of the Statement of Comprehensive Income.

ii)  Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Statement of Financial Position date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods.

Due to the Company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.


(g)  Foreign currency translation, functional and presentation currency

Foreign currency translation - Transactions in foreign currencies are converted to sterling at the exchange rate ruling at the date of the transaction. Overseas assets and liabilities are translated at the exchange rate prevailing at the Company's Statement of Financial Position date. Gains or losses on translation of investments held at the year end are accounted for in the Statement of Comprehensive Income through inclusion in total capital gains/losses on investments and is transferred to capital reserves. Gains or losses on the translation of overseas currency balances held at the year end are also accounted for through the Statement of Comprehensive Income and are transferred to capital reserves.

Functional and presentation currency - For the purposes of the financial statements, the results and financial position of the Company is expressed in sterling, which is the functional currency and the presentation currency of the Company.

Rates of exchange to sterling at 30 September were:




2021

2020


Euro

1.1635

1.1025


US Dollar

1.3484

1.2928


Canadian Dollar

1.7082

1.7269


Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.


The Company's investments are made in a number of currencies. However, the Board considers the Company's functional currency to be sterling. In arriving at this conclusion, the Board considers that the shares of the Company are listed on the London Stock Exchange. The Company is regulated in the United Kingdom, principally having its shareholder base in the United Kingdom, pays dividends as well as expenses in sterling.


(h)  Cash and cash equivalents - Cash comprises bank balances and cash held by the Company. Cash equivalents comprise money-market funds which are used by the Company to provide additional short-term liquidity. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.


(i) Debtors - Debtors are recognised initially at fair value. They are subsequently measured at amortised cost using the effective interest method, less the appropriate allowances for estimated irrecoverable amounts.


(j) Creditors - Creditors are recognised initially at fair value. They are subsequently stated at amortised cost using the effective interest method.


(k)  Segmental reporting - The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided.


(l)  Judgements and key sources of estimation uncertainty - The preparation of financial statements requires the Company to make estimates and assumptions and exercise judgements in applying the accounting policies that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses arising during the year. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The area where estimates and assumptions have the most significant effect on the amounts recognised in the financial statements is the determination of fair value of unquoted investments, as disclosed in note 1(c).

 

 



Year to

Year to



30 September 2021

30 September 2020

2

Income

£'000

£'000


Income from fund investments

8,956

4,505


Interest from cash balances and money-market funds

12

157


Total income

8,968

4,662

 

 

 



Year to 30 September 2021

Year to 30 September 2020



Revenue

Capital

Total

Revenue

Capital

Total

3

Investment management fees

£'000

£'000

£'000

£'000

£'000

£'000










Investment management fee

  884

  7,959

  8,843

  682

  6,137

  6,819










The Manager of the Company is abrdn Capital Partners LLP (formerly SL Capital Partners LLP). In order to comply with the Alternative Investment Fund Managers Directive, the Company appointed abrdn Capital Partners LLP as its Alternative Investment Fund Manager from 1 July 2014. The Manager was renamed as abrdn Capital Partners LLP as of 29 November 2021.










The investment management fee payable to the Manager is 0.95% per annum of the NAV of the Company. The investment management fee is allocated 90% to the capital reserve - gains/(losses) on disposal and 10% to the revenue reserve.  The management agreement between the Company and the Manager is terminable by either party on twelve months written notice.




Investment management fees due to the Manager as at 30 September 2021 amounted to £2,227,000 (30 September 2020: £1,010,000).



 

 

 



Year to

Year to



30 September 2021

30 September 2020

4

Administrative expenses

£'000

£'000


Directors' fees

224

241


Employers' national insurance

26

27


Marketing fees

244

191


Secretarial and administration fees

222

222


Fees and subscriptions

67

65


Depositary fees

53

52


Professional and consultancy fees

49

36


Auditor's remuneration

45

43


Legal fees

2

17


Other expenses

88

144


Total

1,020

1,038






No non-audit services were provided by the Company auditor, BDO LLP during the year to 30 September 2021.






Irrecoverable VAT has been shown under the relevant expense line.








The administration fee payable to IQ-EQ Administration Services (UK) Ltd is adjusted annually in line with the retail prices index. The administration agreement is terminable by the Company on three months' notice.




The secretarial fee payable to Aberdeen Asset Management PLC is adjusted annually in line with the retail price index. The secretarial agreement is terminable by the Company on six months' notice.




The emoluments paid to the directors during the year can be found in the Directors' Remuneration Report in the published annual report and financial statements for the year ended 30 September 2021.

 

 



Year to 30 September 2021

Year to 30 September 2020



Revenue

Capital

Total

Revenue

Capital

Total

5

Finance costs

£'000

£'000

£'000

£'000

£'000

£'000


Bank loan commitment fee

140

1,260

1,400

69

621

690


Bank loan arrangement fee

34

308

342

29

264

293


Bank interest expense

149

-

149

101

-

101


Total

323

1,568

1,891

199

885

1,084

 

 

 







Year to

Year to







30 September 2021

30 September 2020

6

Taxation





£'000

£'000









(a)

Analysis of the tax charge throughout the year
















Overseas withholding tax





148

1,056











Year to 30 September 2020

Year to 30 September 2019



Revenue

Capital

Total

Revenue

Capital

Total



£'000

£'000

£'000

£'000

£'000

£'000









(b)

Factors affecting the total tax charge for the year
















Return before taxation

6,741

279,683

286,424

2,743

78,511

81,254










The tax assessed for the year is different from the standard rate of corporation tax in the UK.  The differences are explained below.










Return multiplied by the effective rate of corporation








tax in the UK - 19.0% (2020: 19.0%)

1,281

53,140

54,421

521

14,917

15,438


Non-taxable capital gains on investments 1

-

(55,400)

(55,400)

-

(16,187)

(16,187)


Non-taxable currency gains/(losses)

-

450

450

-

(64)

(64)


Non-taxable income

(694)

-

(694)

(61)

-

(61)


Overseas withholding tax

148

-

148

1,056

-

1,056


Surplus management expenses and loan relationship deficits not relieved/(relieved)

-

1,223

1,223

-

874

874










Total tax charge/(credit) for the year

735

(587)

148

1,516

(460)

1,056










[1] The Company carries on business as an investment trust company with respect to sections 1158-1159 of the Corporation Tax Act 2010.  As such any capital gains are exempt from UK taxation.



(c)

Factors that may affect future tax charges


At the year end there is a potential deferred tax asset of £5,764,000 (2020: £3,157,000) in relation to excess management expenses carried forward. The deferred tax asset is unrecognised at the year end in line with the Company's stated accounting policy.




Changes to the UK corporation tax rates include reductions to the main rate to 19% from 1 April 2017 and to 17% from 1 April 2020. However, it was announced at Budget 2020 that the Corporation Tax main rate for the years 1 April 2020 and 2021 would remain at 19%. A proposed revision to Corporation Tax was introduced in Finance Bill 2021, which retains the main rate at 19% from 1 April 2022, followed by an increase to 25% from 1 April 2023. Deferred taxes at the Statement of Financial Position date have been measured at these enacted rates and reflected in these financial statements.

 

 

 

 



Year to

Year to



30 September 2021

30 September 2020

7

Dividend on ordinary shares

£'000

£'000






Amount recognised as a distribution to equity holders in the year:




2020 third quarterly dividend of 3.30p (2019: 3.20p) per ordinary share paid on 30 October 2020 (2019: paid on 25 October 2019)

5,074

4,920


2020 fourth quarterly dividend of 3.30p per ordinary share (2019: 3.20p) paid on 29 January 2021 (2019: paid on 24 January 2020).

5,074

4,920


2021 first quarterly dividend of 3.40p (2020: 3.30p) per ordinary share paid on 20 April 2021 (2020: paid on 24 April 2020)

5,227

5,074


2021 second quarterly dividend of 3.40p (2020: 3.30p) per ordinary share paid on 27 July 2021 (2020: paid on 31 July 2020)

5,227

5,074


Total

20,602

19,988






Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of sections 1158-1159 of the Corporation Tax Act 2010 are considered. Of the total profit after taxation for the year of £286,276,000 (2020: £80,198,000), the total revenue and capital profits which are available for distribution by way of a dividend for the year is £90,437,000 (2020: £92,293,000).






2021 first quarterly dividend of 3.40p (2020: 3.30p) per ordinary share paid on 20 April 2021 (2020: paid on 24 April 2020)

5,227

5,074


2021 second quarterly dividend of 3.40p (2020: 3.30p) per ordinary share paid on 27 July 2021 (2020: paid on 31 July 2020)

5,227

5,074


2021 third quarterly dividend of 3.40p (2020: 3.30p) per ordinary share paid on 29 October 2021 (2020: paid on 30 October 2020)

5,227

5,074


Proposed 2021 fourth quarterly dividend of 3.40p per ordinary share (2020: 3.30p per ordinary share) due to be paid on 28 January 2022 (2020: 29 January 2021).

5,227

5,074


Total

20,908

20,296

 

 

 



Year to

Year to



30 September 2021

30 September 2020

8

Earnings per share - basic and diluted

p

£'000

p

£'000


The net return per ordinary share is based on the following figures:






Revenue net return

3.91

  6,006

0.80

1,227


Capital net return

182.29

280,270

51.36

78,971


Total net return

186.20

286,276

52.16

80,198








Weighted average number of ordinary shares in issue:


153,746,294


153,746,294








There are no diluting elements to the earnings per share calculation in 2021 (2020: none).

 

 

 



Year to 30 September 2021

Year to 30 September 2020



Quoted

Unquoted


Quoted

Unquoted




Investments

Investments

Total

Investments

Investments

Total

9

Investments

£'000

£'000

£'000

£'000

£'000

£'000


Fair value through profit or loss:








Opening market value

-

721,650 

721,650 

11,435 

627,298 

638,733 


Opening investment holding (gains)

-

(108,790)

(108,790)

(316)

(120,569)

(120,885)


Opening book cost

-

612,860 

612,860 

11,119 

506,729 

517,848 










Movements in the year:








Additions at cost

2,422 

147,656 

150,078 

-

137,150

137,150


Secondary purchases

-

35,260 

35,260 

-

8,657

8,657


Distribution of capital proceeds

-

(187,772)

(187,772)

-

(137,222)

(137,222)


Disposal of quoted investments

(2,193)

-

(2,193)

(11,257)

-

(11,257)


Secondary sales

-

(1,084)

(1,084)

-

-

-



229 

606,920 

607,149 

(138)

515,314 

515,176 


Gains on disposal of underlying investments

-

96,294 

96,294 

-

97,546

97,546


(Losses)/gains on disposal of quoted investments

(229)

-

(229)

138

-

138


Closing book cost

-

703,214 

703,214 

-

612,860 

612,860 


Closing investment holding gains

-

304,629 

304,629 

-

108,790 

108,790 


Closing market value

-

1,007,843 

1,007,843 

-

721,650 

721,650 



























Year ended 30 September 2021

Year ended 30 September 2020



£'000

£'000

£'000

£'000

£'000

£'000


(Losses) / gains on investments held at fair value through profit or loss based on historical costs

  (229)

  96,294

  96,065

  138

  97,546

  97,684


Losses / (gains)  recognised as unrealised in previous years in respect of distributed capital proceeds or disposal of investments

  - 

  3,370

  3,370

  (316)

  (65,156)

  (65,472)


(Losses) / gains on distribution of capital proceeds or disposal of investments based on the carrying value at the previous year end date

  (229)

  99,664

  99,435

  (178)

  32,390

  32,212


Net movement in unrealised investment gains

  - 

  192,469

  192,469

  - 

  53,377

  53,377


Total capital (losses) / gains on investments held at fair value through profit or loss

  (229)

  292,133

  291,904

  (178)

  85,767

  85,589


















Transaction costs








During the year expenses were incurred in acquiring or disposing of investments. These have been expensed through capital and are included within capital gains on investments of £291,578,000 (2020: £85,196,000)  in the Statement of Comprehensive Income. The total costs were as follows:



30 September 2021

30 September 2020







£'000

£'000






Transaction costs

326

393





 

 

 



30 September 2021

30 September 2020

10

Receivables

£'000

£'000


Amounts falling due within one year:




Unamortised bank loan arrangement fees

1,091 

1,433 


Prepayments

53 

114 


Investments receivable

-

15,292 


Total

1,144 

16,839 

 

 

 



30 September 2021

30 September 2020

11

Payables

£'000

£'000


Amounts falling due within one year:




Management fee

2,227 

1,010 


Accruals

448 

289 


Secretarial and administration fee

48 

28 


Bank interest

11 


Total

2,734 

1,331 

 

 

 

12

Bank loans

 


At 30 September 2021, the Company had a £200.0 million (30 September 2020: £200.0 million) committed, multi-currency syndicated revolving credit facility, of which £nil (30 September 2020: £nil) had been drawn down. The facility is provided by Citi, Société Générale and State Street Bank International. The facility expires on 6 December 2024.

At 30 September 2021, an amended agreement was executed to change the interest rate for drawdowns in GBP from LIBOR to Sterling Overnight Index Average (SONIA). The interest rate on this facility remains as the reference rate of the currency drawn plus 1.625%, rising to 2.0% depending on utilisation, while the commitment fee payable on non-utilisation remains as 0.7% per annum.

 

 

 



30 September 2021

30 September 2020

13

Called-up share capital

£'000

£'000


Issued and fully paid:




Ordinary shares of 0.2p




Opening balance of 153,746,294 (2020: 153,746,294) ordinary shares

307 

307 


Closing balance of 153,746,294 (2020: 153,746,294) ordinary shares

307 

307 






The Company may buy back its own shares where it is judged to be beneficial to shareholders, taking into account the discount between the Company's Net Asset Value and the share price, and the supply and demand for the Company's shares in the open market.


No shares were bought back during the year (2020: Nil).

 

 

 






Capital reserves




Share

Special

Capital

Gains/

Revaluation

Revenue



premium

reserve

redemption

(losses) on


reserve



account


reserve

disposal



14

Reserves

£'000

£'000

£'000

£'000

£'000

£'000


Opening balances at 1 October 2020

86,485 

51,503 

94 

523,114 

108,790 

-


Gains on disposal of investments

-

-

-

96,065 

-

-


Management fee charged to capital

-

-

-

(7,959)

-

-


Finance costs charged to capital

-

-

-

(1,568)

-

-


Transaction costs

-

-

-

(326)

-

-


Tax relief on management fee and finance costs above

-

-

-

587 

-

-


Currency losses

-

-

-

(2,368)

-

-


Revaluation of investments

-

-

-

-

195,839 

-


Return after taxation

-

-

-

-

-

6,006 


Dividends during the year

-

-

-

(14,596)

-

(6,006)


Closing balances at 30 September 2021

86,485 

51,503 

94 

592,949 

304,629 

-


















The revenue and capital reserve - gains / (losses) on disposal represent the amounts of the Company's reserve distributable by way of dividend.

 

 

 

15

Net asset value per equity share

30 September 2021

30 September 2020


Basic and diluted:




Ordinary shareholders' funds

£1,035,967,006

£770,293,260


Number of ordinary shares in issue

  153,746,294

   153,746,294


Net asset value per ordinary share

673.8p

501.0p






The net asset value per ordinary share and the ordinary shareholders' funds are calculated in accordance with the Company's articles of association. 


There are no diluting elements to the net asset value per equity share calculation in 2021 (2020: none).

 

 

16

Commitments and contingent liabilities

30 September 2021

30 September 2020



£'000

£'000


Outstanding calls on investments

557,051 

471,392 






This represents commitments made to fund and co-investment interests remaining undrawn.

 

 

 

17

Parent undertaking, related party transactions and transactions with the Manager



The ultimate parent undertaking of the Company is Phoenix Group Holdings. The results for the year to 30 September 2021 are incorporated into the group financial statements of Phoenix Group Holdings, which will be available to download from the website www.thephoenixgroup.com.


Standard Life Assurance Limited ("SLAL", which is 100% owned by Phoenix Group Holdings), and the Company have entered into a relationship agreement which provides that, for so long as SLAL and its Associates exercise, or control the exercise, of 30% or more of the voting rights of the Company, SLAL and its Associates, will not seek to enter into any transaction or arrangement with the Company which is not conducted at arm's length and on normal commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules. During the year ended 30 September 2021, SLAL received dividends from the Company totalling £11,539,000 (2020: £11,195,000).


As at 30 September 2021, the Company was invested in the Aberdeen Liquidity Funds, managed by Aberdeen Standard Investments (Lux), ("ASI Lux") who share the same ultimate parent as the Manager. As at 30 September 2021 the Company had invested £16,414,000 in the Aberdeen Liquidity Funds (30 September 2020: £24,678,000) which are included within cash and cash equivalents in the Statement of Financial Position. During the year, the Company received interest amounting to £10,000 (2020: £32,000) on sterling denominated positions. There was no interest on euro denominated positions. As at 30 September 2021, interest of £1,000 was due to the Company on sterling denominated positions (30 September 2020: £1,000). There was no interest payable on euro denominated positions (30 September 2020: £nil). No additional fees are payable to ASI (Lux) as a result of this investment.


During the year ended 30 September 2021 the Manager charged management fees totalling £8,843,000 (2020: £6,819,000) to the Company in the normal course of business. The balance of management fees outstanding at 30 September 2021 was £2,227,000 (30 September 2020: £1,010,000).


Standard Life Investments Limited, which shares the same ultimate parent as the Manager, received fees for the provision of promotional activities of £240,000 (2020: £210,000) during the year. The balance of promotional fees outstanding at 30 September 2021 was a payable of £180,000 (30 September 2020: receivable of £60,000).


The Company Secretarial services for the Company are provided by Aberdeen Asset Management PLC, which shares the same ultimate parent as the Manager. During the year ended 30 September 2021, the Company incurred secretarial fees of £71,000 (2020: £76,000). The balance of secretarial fees outstanding at 30 September 2021 was £35,000 (2020: £18,000).


No other related party transactions were undertaken during the year ended 30 September 2021.

 

 

 

18

Risk management, financial assets and liabilities

 




Financial assets and liabilities





The Company's financial instruments comprise fund and other investments, money-market funds, cash balances, debtors and creditors that arise from its operations. The assets and liabilities are managed with the overall objective of achieving long-term total returns for shareholders.




Summary of financial assets and financial liabilities by category


The carrying amounts of the Company's financial assets and financial liabilities, as recognised at the Statement of Financial Position date of the reporting periods under review, are categorised as follows:









30 September 2021

30 September 2020





£'000

£'000




Financial assets






Financial assets measured at fair value through profit or loss:






  Fixed asset investments - designated as such on initial recognition

1,007,843

721,650




Financial assets measured at amortised cost:






  Investments receivable

-

15,292




  Money-market funds, cash and short-term deposits

29,714

33,135





1,037,557

770,077




Non-financial assets






  Other receivables

1,144

1,547





1,144

1,547




Financial Liabilities






Measured at amortised cost:






Creditors: amounts falling due within one year:

-

-




Accruals

2,734

1,331





2,734

1,331










Assets/liabilities measured at amortised cost






The carrying value of the current assets and liabilities is deemed to be fair value due to the short-term nature of the instruments and/or the instruments bearing interest at the market rates.




Risk management


The Directors manage investment risk principally through setting an investment policy and by contracting management of the Company's investments to an investment manager under terms which incorporate appropriate duties and restrictions and by monitoring performance in relation to these. The Company's investments are in private equity funds, typically unquoted limited partnerships and co-investments. These are valued by their managers generally in line with the EVCA and the BVCA guidelines, which provide for a fair value basis of valuation. The funds may hold investments that have become quoted or the co-investment may become quoted and these will be valued at the appropriate listed price, subject to any discount for marketability restrictions.


As explained in the Company's investment policy, risk is spread by investing across a range of countries and industrial sectors, thereby reducing excessive exposure to particular areas. The Manager's investment review and monitoring process is used to identify and, where possible, reduce risk of loss of value in the Company's investments.


The Company's investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Company is exposed are market risk, overcommitment risk, liquidity risk, credit risk and interest rate risk.


The nature and extent of the financial instruments outstanding at the Statement of Financial Position date and the risk management policies employed by the Company are discussed below.




Market risk


a) Price risk


The Company is at risk of the economic cycle impacting the listed financial markets and hence potentially affecting the pricing of new underlying investments, the valuation of existing underlying investments and the price and timing of exits. By having a diversified and rolling portfolio of investments the Company is well placed to take advantage of economic cycles.




100% of the Company's investments are held at fair value. The valuation methodology employed by the managers of the unquoted investments may include the application of EBITDA ratios derived from listed companies with similar characteristics. Therefore, the value of the Company's portfolio is indirectly affected by price movements on listed financial exchanges. A 10% increase in the valuation of investments at 30 September 2021 would have increased the net assets attributable to the Company's shareholders and the total return for the year by £100,784,000 (2020: £72,165,000); a 10% change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total return for the year by an equivalent amount. Due to the private nature of the underlying companies in which the Company's investments are invested, it is not possible for the Company to pinpoint the effect to the Company's net assets of changes to the EBITDA ratios of listed markets any more accurately.




b) Currency risk


The Company makes fund and co-investment commitments in currencies other than sterling and, accordingly, a significant proportion of its investments and cash balances are in currencies other than sterling. In addition, the Company's syndicated revolving credit facility is a multi-currency facility. Therefore, the Company's NAV is sensitive to movements in foreign exchange rates.


The Company's syndicated revolving credit facility is a multi-currency facility. As at 30 September 2021, the facility is undrawn (2020: undrawn) and therefore there is no impact to the Company's NAV from foreign exchange rate movements. When the facility is drawn to fund investments, it is typically drawn in the currency of the investment and would therefore provide a notional hedging effect to the Company's foreign exchange exposure.


The Manager monitors the Company's exposure to foreign currencies and reports to the Board on a regular basis. It is not the Company's policy to hedge foreign currency risk. It is expected that the majority of the Company's commitments and investments will be denominated in euros. Accordingly, the majority of the Company's liquidity and any indebtedness is usually held in that currency. No currency swaps or forwards were used during the year.


The table below sets out the Company's currency exposure.




30 September 2021

30 September 2020



Local

Sterling

Local

Sterling



Currency

Equivalent

Currency

Equivalent



'000

£'000

'000

£'000


Fixed asset investments:






Euro

951,223

817,588

684,939

621,288


Sterling

69,213

69,213

48,432

48,432


US Dollar

163,206

121,042

67,136

51,930








Money-market funds, cash and short-term deposits:






Euro

12,243

10,523

22,825

20,704


Sterling

16,523

16,523

9,190

9,190


US Dollar

3,596

2,667

4,189

3,240


Canadian Dollar

3

1

3

1








Investment receivable






Euro

-

-

13,128

11,908


Sterling

-

-

335

335


US Dollar

-

-

3,942

3,049








Other debtors and creditors:






Euro

(14)

(12)

(3)

(3)


Sterling

(1,537)

(1,537)

266

266


US Dollar

(55)

(41)

(61)

(47)








Total


1,035,967


770,293














Outstanding commitments:






Euro

463,209

  398,134

420,009

380,978


Sterling

10,878

  10,878

15,641

15,641


US Dollar

199,608

  148,039

96,667

74,773








Total


557,051


471,392



















c) Currency sensitivity


During the year ended 30 September 2021 sterling appreciated by 5.5% relative to the euro (2020: depreciated 2.5%) and appreciated by 4.3% relative to the US dollar (2020: appreciated 4.9%).


To highlight the sensitivity to currency movements, if the value of sterling had weakened against both of the above currencies by 10% compared to the exchange rates at 30 September 2021, the capital gain for the year would have increased by £105,752,000 (2020: £79,119,000); a 10% change in the opposite direction would have decreased the capital gain for the year by £86,524,000 (2020: £64,734,000).


The calculations above are based on the portfolio valuation and cash and loan balances as at the respective Statement of Financial Position dates and are not necessarily representative of the year as a whole.


Based on similar assumptions, the amount of outstanding commitments would have increased by £60,686,000 at the year end (2020: £50,639,000), a 10% change in the opposite direction would have decreased the amount of outstanding commitments by £49,652,000 (2020: £41,432,000).




Liquidity risk


The Company has significant investments in unquoted investments which are relatively illiquid. As a result, the Company may not be able to quickly liquidate its investments at an amount close to their fair value in order to meet its liquidity requirements, including the need to meet outstanding undrawn commitments. The Company manages its liquid investments to ensure sufficient cash is available to meet contractual commitments and also seeks to have cash available to meet other short-term financial needs. Short term flexibility is achieved, where necessary, through the use of the syndicated revolving multi-currency loan facility. Liquidity risk is monitored by the Manager on an ongoing basis and by the Board on a regular basis. Payables, as disclosed in note 11, all fall due within one year and the loan facility, as described in note 12, remains undrawn as at 30 September 2021 (2020: undrawn).




Credit risk


Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits. The Company places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of any such institution. At the year end, the Company's financial assets exposed to credit risk amounted to the following:



30 September 2021

30 September 2020





£'000

£'000




Money-market funds, cash and short-term deposits

29,714

33,135




Investment receivable

-

15,292





29,714

48,427
















The Company's cash is held by BNP Paribas Securities Services S.A., which is rated 'A+' by Standard and Poors. The Company's money-market funds are held in two Aberdeen Standard Investments (Lux) Liquidity funds, rated 'A' by Standard and Poors. Should the credit quality or the financial position of either bank deteriorate significantly, the Manager would move the cash balances to another institution.




Interest rate risk


The Company will be affected by interest rate changes as it holds some interest bearing financial assets and liabilities which are shown in the table below, however, the majority of its financial assets are investments in private equity investments which are non-interest bearing. Interest rate movements may affect the level of income receivable on money-market funds and cash deposits and interest payable on the Company's variable rate borrowings. The possible effects on the cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. Derivative contracts are not used to hedge against any exposure to interest rate risk.




Interest risk profile


The interest rate risk profile of the portfolio of financial assets and liabilities at the Statement of Financial Position date was as follows:






30 September 2021

30 September 2020



Weighted average


Weighted average




interest rate


interest rate




%

£'000

%

£'000


Floating rate






Financial assets: Money-market funds, cash and short-term deposits

(0.24)

29,714

(0.32)

33,135














The weighted average interest rate is based on the current yield of each asset, weighted by its market value.  The weighted average interest rate on the bank balances is based on the interest rate payable, weighted by the total value of the balances.  The weighted average period for which interest rates are fixed on the bank balances is 31.0 days (2020: 31.0 days).  The loan facility, as disclosed on note 12, remains undrawn.





Interest rate sensitivity


An increase of 1% in interest rates would have decreased the net assets attributable to the Company's shareholders and decreased the total gain for the year ended 30 September 2021 by £1,000 (2020: £1,000). A decrease of 1% would have increased the net assets attributable to the Company's shareholders and increased the total gain for the year ended 30 September 2021 by an equivalent amount. The calculations are based on the interest paid and received during the year.

 

 

 

19

Fair Value hierarchy












FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following classifications:


 - Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.


 - Level 2: Inputs other than quoted prices included within Level 1 that are observable (i.e., developed using market data) for the asset or liability, either directly or indirectly.


 - Level 3: Inputs are unobservable (i.e., for which market data is unavailable) for the asset or liability.


The Company's financial assets and liabilities, measured at fair value in the Statement of Financial Position, are grouped into the following fair value hierarchy at 30 September 2021:









Level 1

Level 2

Level 3

Total


Financial assets at fair value through profit or loss

£'000

£'000

£'000

£'000


Unquoted investments

-

-

1,007,843

1,007,843


Net fair value

-

-

1,007,843

1,007,843














As at 30 September 2020







Level 1

Level 2

Level 3

Total


Financial assets at fair value through profit or loss

£'000

£'000

£'000

£'000


Unquoted investments

-

-

721,650

721,650


Net fair value

-

-

721,650

721,650














Unquoted investments






Unquoted investments are stated at the directors' estimate of fair value and follow the recommendations of the EVCA and the BVCA. The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the Statement of Financial Position date. The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, 'International Private Equity and Venture Capital Valuation guidelines'. Fair value can be calculated by the manager of the investment in a number of ways. In general, the managers with whom the Company invests adopt a valuation approach which applies an appropriate comparable listed company multiple to a private company's earnings or by reference to recent transactions. Where formal valuations are not completed as at the Statement of Financial Position date, the last available valuation from the manager is adjusted for any subsequent cash flows occurring between the valuation date and the Statement of Financial Position date. The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last manager's formal valuation date to arrive at the estimate of fair value.

 

 

ALTERNATIVE PERFORMANCE MEASURES

 

Alternative Performance Measures

Alternative performance measures ("APMs") are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes FRS 102 and the AIC SORP. The directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies.

Discount

The amount by which the market price per share is lower than the net asset value per share of an investment trust. The discount is normally expressed as a percentage of the net asset value per share.

 

 

As at

30 September
2021

As at

30 September
2020

Share price (p)

498.0

320.0

Net Asset Value per share (p)

673.8

501.0

Discount (%)

26.1

36.1

Dividend yield

The annual dividend per Ordinary share divided by the share price, expressed as a percentage, calculated at the year end.

 

 

2021

2020

Dividend per share (p)

13.6

13.2

Share price (p)

498.0

320.0

Dividend yield (%)

2.7

4.1

NAV total return

NAV total return shows how the NAV has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. This involves reinvesting the net dividend into the NAV at the end of the quarter in which the shares go ex-dividend. Returns are calculated to each quarter end in the year and then the total return for the year is derived from the product of these
individual returns.

 

NAV per
share (p)

Dividend per
share (p)

30 September 2020

501.0

 

24 December 2020

490.6

3.3

18 March 2021

507.6

3.4

24 June 2021

567.0

3.4

23 September 2021

626.0

3.4

30 September 2021

673.8


NAV total return

37.9%


Ongoing charges ratio/ expense ratio

The ongoing charges ratio is calculated as management fees and all other recurring operating expenses that are payable by the Company, excluding the costs of purchasing and selling investments, performance fees, finance costs, taxation, non-recurring costs, and the costs of any share buy-back transactions, expressed as a percentage of the average NAV during the period. The ratio also includes for the first time an allocation of the look-through expenses of the Company's underlying investments, excluding performance-related fees.

 

The ongoing charges ratio has been calculated in accordance with the applicable guidance issued by the Association of Investment Companies ("AIC"), which was last updated in October 2020. 

 

From the current year to 30 September 2021, the Company will also produce the expense ratio. This calculation replicates that of the ongoing charges ratio as previously described, with the exception of look-through expenses, providing sole focus on the direct costs of the Company. This new ratio is considered as a KPI of the Company in measuring the performance of the Manager.


Year ended

30 September 2021

£'000

Year ended

30 September 2020

£'000

Investment
management fee

8,843

6,819

Administrative expenses

1,020

1,038

Ongoing charges

9,863

7,857

Average net assets

899,097

715,755

Expense ratio

1.10%

1.10%1

Look-through expenses

1.69%

1.68%

Ongoing charges ratio

2.79%

2.78%

1 For the year ended 30 September 2020, the ongoing charges figure reported by the Company was calculated in line with the expense ratio for 2020 as per above.

 

The look-through expenses represent an allocation of the management fees and other expenses charged by the underlying investments held in the portfolio of the Company. Performance related fees, such as carried interest, are excluded from this figure. This is calculated over a five year historic average, and is recalculated on an annual basis based on the previous calendar year.

Over-commitment ratio

Outstanding commitments less resources available for investment and the value of undrawn loan facilities divided
by portfolio NAV.


As at
30 September 2021
£000s

As at
30 September 2020
£000s

Undrawn Commitments

557,051

471,392

Less undrawn loan facility

(200,000)

(200,000) 

Less resources available
for investment

 

(29,714)

 

(48,427)

Net outstanding
commitments

 

327,337

 

222,966

Portfolio NAV

1,007,843

721,650

Over-commitment ratio

32.5%

30.9%

 

In previous reporting, the Company has reported this measure as a percentage of the Net Asset Value of Company. As a comparison to the previous method of calculation, the ratio would be:

 

30 September 2021: 31.6%
30 September 2020: 28.9%

Share price total return

The theoretical return derived from reinvesting each dividend in additional shares in the Company on the day that the share price goes ex-dividend.

Date

Share
price (p)

Dividend per
share (p)

30 September 2020

320.0


24 December 2020

380.0

3.3

18 March 2021

435.0

3.4

24 June 2021

438.0

3.4

23 September 2021

472.0

3.4

30 September 2021

498.0


Total shareholder return

60.6%


 

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 September 2021 or 2020 but is derived from those accounts. Statutory accounts for 2020 have been delivered to the registrar of companies, and those for 2021 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006

 

The statutory accounts for the financial year ended 30 September 2021 have been approved by the Board and audited but will not be filed with the Registrar of Companies until after the Company's Annual General Meeting which will be held at the Balmoral Hotel, Edinburgh at 12:30 on 22 March 2022.

 

The Annual Report will be posted to shareholders shortly and copies will be available from the Manager or from the Company's website (www.slpet.co.uk).

 

 

For Standard Life Private Equity Trust plc

Aberdeen Asset Management PLC, Company Secretary

 

For further information please contact:

 

Alan Gauld,

Lead Portfolio Manager, abrdn Capital Partners LLP

Tel: 0131 528 4424

 

William Hemmings

Client Director, Investment Trusts, abrdn

Tel:  020 7463 6223

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