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Earnings Call: Q4 2024

May 8, 2024

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Good morning and welcome to ICG Enterprise Trust's full year results for the 12 months to January 31st, 2024. I am joined today by Oliver Gardey and Colm Walsh, who will discuss our investment performance and activity in more detail over the course of this presentation. The slides for the presentation, along with the accompanying results announcement, are available on our website. As a reminder, we will have time for Q&A at the end of this presentation, and if you would like to submit a question, please do so through the online portal at any point in the Q&A box on your screens. We will then aim to answer those questions at the end of the session. With that, Oliver, over to you.

Oliver Gardey
Head of Private Equity Fund Investments, ICG Enterprise Trust

Thank you, Chris, and thank you for all of your time this morning. We're, as Chris mentioned, pleased to announce today our full year results for the 12 months of January 31st, 2024, where the ICG Enterprise Trust NAV per share grew by 2.1% and our share price rose by 9.6%. After 14 continuous years of double-digit growth, we were not able this year to deliver another year of double-digit growth in the portfolio NAV. However, as you will see later in the presentation, we are happy with the performance of the portfolio, and the slower NAV growth rate last year is mainly due to a significant drop in the Chewy share price, FX impact, and fewer realizations than our historic norm. Those realizations usually give us a significant uplift or growth in our NAV.

However, we are very confident that we will normalize back to our historical NAV growth due to the strong underlying growth of our portfolio in a more dynamic private equity market. We'll talk about this more, and we'll discuss this more in detail later in our presentation. As you know, private equity is a long-term investment, and therefore we hold ourselves accountable to deliver long-term returns for our shareholders. If you look at over the last 3, 5, and 10 years, we've delivered double-digit NAV per share total return growth. Analyzed over the last 5 years, we have recorded a NAV per share total return of 14.6%, which far exceeds the FTSE All Share Index total return, which delivered 5.5%. Over the next 30 minutes-40 minutes, we'll take you through how we achieve these returns and dive deeper into our fiscal year 2024 results activity.

Before we do that, I wanted to start off describing our investment strategy as a reminder for those unfamiliar with us. The ICG Enterprise Trust invests in profitable cash-generative private companies in North America and Europe with the aim of generating defensive growth over the long term. As you see here on the slide, there are five pillars on the left-hand side. As you know, private equity is an asset class which has some risks, but it has been the best-performing asset class among all asset classes looking at from a long term. What our strategy is very much defined and designed is to take risk out of the asset class without compromising the returns. Here this slide provides a little bit of that secret sauce and how do we do that.

First of all, we only invest in buyouts which have significantly lower loss rates than venture capital or growth equity. We invest in developed markets. We only invest in the U.S. and in Europe, and we include in Europe also the U.K. And the reason for that is because those markets are deep in regards to experience of managers in terms of deal flow pipeline, as well as in terms of liquidity, which is a key risk factor within private equity. And so those markets provide us with that infrastructure. And then we only invest in mid to large managers because private equity is all about transforming good assets to world-leading global market-leading companies. And in order to do that, that takes a lot of resources, which mid to large companies or firms usually have the ability and the capital and the strength to have those resources in place.

That's why we like to invest in mid to large funds. Then the last two pillars you see here is really how we generate alpha and how we generate returns. First of all, we invest only in top-tier managers. There's a big dispersion between top-tier managers and bottom-quartile managers. But due to our experience, having been in the market for a very long time, we're very much part of the DNA of the private equity industry in the U.S. and Europe, and therefore our access is exemplary. We get access to the top managers, as you can see in the list of our managers we've invested over the years. The last part of the pillar is that we have a dedicated investment team. So we pick our best ideas alongside our managers.

We only- our 50% is invested in managers, and the other 50% is discretionary, where the investment team has the ability to select the best ideas coming from our managers through co-investments and allows us to actively construct a portfolio with defensive growth characteristics. You will see as we go through the presentation what that means. Moving on to the next slide, if the previous slide you can think of was the input, you can think of this slide as really the output and the results of our active portfolio construction. As you know, we're constantly striving to find the right balance between reducing risk, and we do that through diversification and through the pillars we talked about in the previous slide, and picking the best ideas from our fund managers in order to create strong risk-adjusted returns.

Our portfolio today is comprised of over 500 private companies, which provide the portfolio and our investors a high degree of diversification. However, on the other hand, as you can see here on the top, our top 10 companies represent about 18% of the total portfolio value. The top 30 companies represent almost 40%, and our top 50 are just below 50% of the total portfolio value. An interesting stat for you is that all companies in the top 30, with the exception of LeafFilter, are co-investments or secondary transactions which the ICG investment team selected at their discretion. I think this provides a great data point and proof that the ICG Enterprise Trust portfolio has a high degree of active portfolio construction done by a dedicated investment team.

As shown by the bottom three graphs, we have built a broad and well-diversified portfolio across geography, investment type, and sectors. We're continuing to like very much that composition, and we continue to follow that as a very clear investment guideline. On the bottom right, while we do not pursue a sector-specific investment strategy, we're looking for companies with defensive growth characteristics. But you see that has created a portfolio that currently the top three sectors in our portfolio are well spread across technology, consumer, and business services. Moving on to the results, in the next few slides, we'll take you through the fiscal year 2024 results. There are really four key takeaways. First, our underlying portfolio companies continue to report strong operational performance. We're recording 11.6% revenue growth and 14.2% EBITDA growth over the last 12 months.

This underlying robustness of earnings is crucial in the growth of our portfolio companies, which in turn will result, as you know, in the growth of net asset value for the Enterprise Trust. Secondly, our portfolio companies continue to being sold at significant uplifts. This continues a long continuous trend of selling portfolio companies at an uplift to carrying value. And we believe this is a very good evidence and data point demonstrating the robustness of our valuations. And thirdly, our investment strategy, our strong relationships, and our well-capitalized balance sheet allow us to maintain our investment program through cycles. And we will dive into those three components throughout this presentation. And finally, as we look forward, we expect a measured increase in transaction volumes this year, both in terms of quantity and exit activity and also larger-sized companies exiting.

With interest rates peaking, we see the capital markets being a lot more active. And therefore, a more active private equity market will help to refire the sector, thereby improving realizations and supporting valuation levels. Let's put the year into numbers. Our portfolio grew on a local currency basis 5.9% and on a sterling basis 3.2%. That has translated in a share price total return of 9.6% over the year, helped by a robust performance, investor sentiment proving across the private equity sector. The shareholder returns were supported by a dividend of GBP 0.33 per share, which is an increase of 10% year-on-year and the 11th consecutive year of ordinary dividend per share increases. This is also supported by our long-term share buyback program, which delivered over GBP 13 million capital returns in fiscal year 2024 and which we intend to continue on a long-term basis.

Furthermore, the board is also announcing today an opportunistic share buyback program to take advantage of current trading levels, and Chris will discuss this in more detail. And finally, as I mentioned before, our 38 full exits in the last year were exited at an average uplift of 30%, which should give shareholders additional confidence in our portfolio valuations. On the next slide, I'd like to outline some of the key operational financial metrics of the underlying portfolio, which demonstrates resilience of our managed portfolio. The top row represents our top 30 companies, and the bottom row covers what we call the enlarged perimeter, where amongst our peer group, we give you the most detailed look-through into our portfolio. Our enlarged perimeter covers 2/3 of the total portfolio value, and we introduced this last year on the back of shareholder feedback.

As you can see here, they're broadly consistent and reflecting broad-based growth across the portfolio. Our portfolio's company are growing revenues 11.6% and on EBITDA terms 14.2%. As I mentioned before, we're quite happy with this performance considering the tougher macroeconomic environment in the past 12 months. And we believe this strong performance points to the defensive growth profile of our portfolio and what we have actively constructed. Let's touch on valuation metrics. The weighted average EV/EBITDA multiple was 14.6, while average net debt stayed constant at 4.6, which we think is prudent both in the context of the wider private equity market as well as in light of the operational growth the portfolio is delivering. However, you might ask yourself, why does this strong underlying portfolio performance not quite translate into double-digit NAV growth or better NAV per share performance last year?

In order to solve this disconnect, we thought it makes sense to show you on the next chart in more detail the effects on our portfolio return. There are three, as you see on the next slide. There are three notable impacts. First is currency, which impacted our returns by 2.7%. Our portfolio return on a local currency basis was 5.9%. As you can see, negative foreign currency movements reduced that number to a portfolio return on a sterling basis of 3.2%. I may add that we do not expect much foreign currency impact for Q1 this year since the dollar and the euro on a sterling basis have remained roughly stable. Let's talk about the portfolio more. If we unwind our portfolio some more and look at the left-hand side, you will note two other effects this year.

First is the decline of the public share price of Chewy, a nd then the second is the secondary sale we executed in December 2023. Let's talk about those two impacts on Chewy. Its share price has fallen over 60% over the financial year. Even though it has continued to grow revenue, it now represents only 1.4% of our portfolio. We're obviously disappointed with this development, but we remain happy with the investment. Chewy- PetSmart delivered a 3x investment cost at the current share price, which is at its historical low. On the secondary side, while in short term this reduces our portfolio, in this case by 1%, we expect to see that over the long term, redistributing the GBP 68 million gross cash proceeds received into investments with higher go-forward returns.

And this will, over the long term, more than make up the 1% effect on NAV, and it makes our balance sheet very strong to capture the interesting investment opportunities we see. So if you combine those three effects, foreign currency, Chewy, and the secondary sale, they show that absent these effects, we estimate our portfolio return on a local currency basis to be 8.7% as the remainder of the portfolio continues to perform well and as we noted on the previous slide. And with that, I will hand over to Colm to go through more detail.

Colm Walsh
Portfolio Manager, ICG Enterprise Trust

Fantastic and t hanks, Oliver. And good morning, everyone. In the next few slides, we're going to take a look at what happened over the last year in the portfolio as we got used to higher interest rates, greater global instability, and enhanced pressure on consumers. This chart shows you the life cycle of private equity investments, and it's hopefully fairly intuitive. We're going to use it as a framework to break down this year's activity. So what are the phases? Well, three of them are common to most asset classes, new investments, growth over our holding period, and ultimately selling. And one, which is specific to private equity, is making new commitments to funds. And this fourth step allows us to continue to invest alongside the world's best managers.

And of course, they're interdependent. Proceeds are used to support new commitments, to make new investments, and in turn, these are used to feed future realizations. And this year, as Oliver mentioned, the cogs turned a little slower. Global M&A volumes responding to more volatile and higher rates, as well as macroeconomic volatility, meant that overall M&A volumes fell.

Although, as Oliver also mentioned, from where we stand today, there are some signs of return to more normal levels of activity. Our activity in the year on all four fronts was relatively strong despite the market backdrop. Good companies were still bought and sold. Great managers still raised funds. And as Oliver has outlined, our companies continue to grow. So let's now have a look through some of the underlying activity. Turning first to new commitments, sowing the seeds for our future investment program. During the year, ICG Enterprise Trust made GBP 153 million worth of new fund commitments. Now, the global buyout fundraising market in the year was very skewed. Much of the capital raised was for larger funds. And as a result, the average fund size increased. The average fund size was raised, increased, but the number of funds raised reduced.

What that meant in practice, for the vast majority of general partners, private equity managers, it remained a difficult fundraising environment. Now, this benefits investors like us, w e have an evergreen capital structure. We have a well-capitalized balance sheet. It means that we can continue to access the highest quality managers in the size we want and also allowed us to gain more favorable terms. And looking ahead, this is going to improve our opportunity set for both direct and secondary investments as underlying managers seek to become more investor-friendly in a crowded market and as investors search for liquidity. Now, our commitments this year, you can see the logos on the side, give us access to an extremely attractive selection of managers, most of which are not household names unless you happen to live in the Walsh-Gardey households.

We introduced two new managers to our portfolio, Audax and Genstar, as you can see from the asterisks, and both of which we've been tracking for a very long time. Both also have a very strong connection to the ICG, to other parts of the ICG platform. Being on the ICG platform is really helpful to us as an investment team to help us access and also to assess new managers as they come on board. Among our existing manager relationships, these are top-tier managers with long track records of delivering resilient returns across multiple economic cycles. Most of these will also offer us co-investment opportunities. It's worth noting, too, that they are longstanding partners to Enterprise Trust. We first invested alongside ICG 35 years ago, Cinven 18 years ago, Bowmark 20 years ago. So very longstanding and successful partnerships.

Now, all of these new commitments, we expect them to be drawn down over the next 3 years-5 years. And as I said, they plant the seeds for the next cycle of investments. And as we move on from the recent macroeconomic challenges, we believe this could be a good time to allocate capital. So having looked at recent activity, I actually wanted to take a little bit of a step back and look at a case study covering our primary program. I'm conscious it's all too easy to focus on new investments and never update you on the performance of recent decisions. I'm sure when I was delivering this equivalent webinar 2 years ago, at a time, just to remind you, when the Ukraine war was breaking out, inflation was worsening, I probably also said it was a good time to be allocating capital.

I probably also talked about these commitments sowing the seeds of future growth. Naturally, at the time and subsequently, there has been quite a bit of investor trepidation about what was to come from these commitments. We're frequently asked what we think about that investment activity. But as you can see from this slide, these commitments made two years ago, they're now 70% called. That's broadly in line with what we would expect. They're currently marked at almost 1.4x cost with plenty of scope for future growth given their relative immaturity, and they have a 23% net IRR. This resilience, this performance over a turbulent two-year period is testament to the quality of our pool of managers, resulting in a strong portfolio with that theme of defensive growth running through it.

Much like this year, you can see, too, it was a combination of continuing to back existing managers, longstanding managers like TJC and BC. But in that year, we also identified some new names such as Bregal, GI, and GHO. So now hopping into the DeLorean, back to the future, well, actually, more like the recent past, to our recent new investments. So in fiscal year 2024, we deployed GBP 137 million, and that was spread across all three of our core routes to market, being primary, direct, and secondary. Now, that's a lower amount than the record years in fiscal years 2022 and 2023. But as you can see from the bar chart, it's broadly consistent with years 2020 and 2021, and it reflects the global slowdown in M&A.

What we've sought to do is to balance prudent balance sheet management as well as share buybacks with the ongoing evolution of our investment program. You can see the largest underlying new investments in the period on the panel to the right. They're really strong examples of the kinds of companies we like to invest in. They are all, with the exception of PerkinElmer, direct investments. Just to give you a little bit of a flavor in terms of the largest underlying new investments, we have Archer, which is a developer of governance, risk, and compliance software. That's alongside Cinven, one of our very longstanding managers, which I referenced earlier. We have Ping Identity, which provides, in the jargon, intelligent access management solutions, more simply, software which keeps companies' systems secure, safe, and accessible.

That's alongside Thoma Bravo, a relatively recent addition to our pool of managers and a really acknowledged market domain leader in this space. Atlas Technical Consultants, another quite, I want to say, boring company, but what it does is it provides professional testing, inspection, engineering, and environmental services, a TIC in the jargon. That's alongside another recent manager addition in GI Partners based in San Francisco. These are all quite different businesses, but they have many things in common. They have strong defensive business models. They have strong market positions. We believe that they will continue to have the ability to grow even in difficult economic environments. That's largely because their underlying demand is driven by strong external growth factors or secular growth factors. They're also alongside high-quality managers, each of which has got demonstrable domain expertise in these sectors.

Now, they're all off to a good start. We remain confident in the respective investment theses. We hope you will see in the years to come to extend the gardening analogy that they will continue to bloom. The commitments have been made. The cash has been deployed. Now to discuss growth and value creation in the portfolio. As you can see, ICG Enterprise Trust portfolio grew by GBP 83 million over the 12 months to January 31st, 2024, t his growth was broad-based across primary, direct, and secondary. Direct and secondary slightly outperformed our primary program, and that shows the benefit of having that active fund management approach, which Oliver has outlined. Companies that did particularly well in the year include Newton, Minimax, and Crucial Learning. You'll see those in our top 30.

All of these top performers, again, benefit from strong underlying growth trends, and that allows them to continue growing even in a relatively difficult economic environment. Again, these were all direct investments where we've been able to increase our concentration in our managers' best ideas through direct investments. Just to pick on one example, I mentioned Crucial Learning. It's a really good example of the private equity model in action. It went into COVID back in 2020 as an in-person training business. So you had to physically go to their training seminars. They're a training provider. And unsurprisingly, that was not sustainable through the 2 years-3 years period of disruption which followed. So working alongside Leeds Equity, its manager, the company was able to pivot into being a digital business. And that enforced shift, expedited change, which the company expected to happen over a much longer time period.

But the good news is it leaves us with a much more resilient business with greater growth prospects and higher quality of earnings. So a really good example of how private equity helps to grow transition businesses. As you can see on the chart, the worst sum negative FX movements in the portfolio are sterling appreciated slightly against both the U.S. dollar and the euro. And in terms of portfolio cash flow, investments of GBP 137 million, total proceeds of GBP 239 million, meant net cash of GBP 102 million, leaving the portfolio value just under GBP 1.35 billion at the January 31st, 2024. Now, as a reminder, when we joined ICG back in 2016, eight years ago, that portfolio value was just GBP 428 million. So significant change in the scale of the portfolio since. Moving on to the fourth and final phase, realisations.

So harvesting those seeds that were planted to extend the terrible gardening analogies. During the period, ICG Enterprise Trust received total proceeds of just under GBP 240 million. That includes GBP 68 million of cash proceeds from the secondary sale, which was mentioned earlier. Stripping this out, the underlying realization proceeds were GBP 171 million. It's been well documented across the industry and just more generally that the exit environment has been relatively quiet. That meant that our realization proceeds over our opening portfolio values, that's the metric we look at to assess the level of realization activity, is significantly below our five-year average. It's not ICG Enterprise Trust specific. You will see this trend reflected in global M&A volumes. We are, however, as Oliver mentioned, cautiously optimistic about the exit environment over the next 12 months.

We are beginning to see some green shoots, particularly reflected in some realizations of larger companies. You can see some of the logos of our exits on the right of the slide. Endeavor Schools, which you've probably heard us talking about in the past, a provider of Montessori schools in the U.S.. That was our largest underlying realization in the year, having been our third largest portfolio company at the beginning of the year. Other realizations, WCG, which supplies outsourced clinical research services. Signify Health, which provides technology-enabled healthcare payer services. Really good example of a company acquired by CVS, a large U.S. strategic buyer, sort of a company that was able to attract a premium valuation even in a really difficult market. And finally, Breitling, which many of you will be aware of, which manufactures luxury watches, t hat was sold by CVC to Partners Group.

Lots of different sectors, lots of different business models. A core theme this year that was that whilst transaction activity was low, high-quality companies were still sold. Our long track record of achieving significant uplifts on exit was maintained, which is a really good segue into the next slide. We appreciate the concern investors often have over valuations. They are, of course, ultimately estimates. We continue to have high confidence in the institutional strength and the rigorous approach implemented by the kinds of managers that we back. But nevertheless, we accept that one of the best proof points is the performance on exit. In the year, we completed 38 full exits at a weighted average uplift to carrying value of 30%. As you can see from the chart, that continues a long-term trend of realizing companies at a significant premium to their previous carrying value.

And not only have these companies delivered a significant uplift, they've also delivered a weighted average multiple to cost of 3.5x, crystallising very strong returns, as I say, in a weaker economic environment. Now, this is a slightly higher multiple than what we've historically experienced. And it does reflect what I said a second ago. This was a period where there was a high degree of selectivity with very high-quality companies sold at premium valuations.

And as you can see, taking a step back, this is a 12-year track record of consistent uplifts to carrying value and consistent strong multiples. We believe this demonstrates the quality of our investments, which, as I say, continue to find buyers even in challenging markets. So with that quick tour through the year, I'm going to pass back to Chris, who's going to discuss how we aim to deliver for shareholders.

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Thank you, Oliver. Thank you, Colm. So turning now to how we, as manager and also the board, think about delivering shareholder value. We can pull this together in four pillars, as it were, broken down into two parts. First of all, optimizing the NAV return. And then secondly, aligning the shareholder experience as closely as possible to that NAV return. So to start with the investment strategy, delivering defensive growth through cycles. And Oliver and Colm have spoken about that already today. Secondly, cost base. We recognize that we need to be efficient from a cost perspective to minimize the gross-to-net spread.

This year was the first year where our fee caps, so capping management fees at 1.25% of NAV, was in place. We also had an enhanced cost-sharing arrangement between ICG PLC as manager and ICG Enterprise Trust. In aggregate, we estimate that those two initiatives have saved shareholders almost GBP 2 million in FY 2024. Moving on to capital allocation. Thus far, we have had two components of returning capital to shareholders. Firstly, a progressive dividend policy. Secondly, a long-term share buyback. Today, the board is also announcing a new third component of shareholder distributions for FY 2025, which I will speak about in more detail later. Fourthly, a real focus on effective messaging and shareholder engagement. We have enhanced our shareholder relations function. We have improved our communications. We have increased the portfolio transparency in recent quarters.

We are actively meeting many more of you up and down the country. This more frequent engagement, we believe, is integral, first of all, to talk more generally about private equity, to explain our investment proposition, and then to talk about how ICG Enterprise Trust may fit within your and your clients' portfolios. Focusing specifically on shareholder distributions. This year, we have returned GBP 35 million of cash to shareholders through dividends, which have totaled GBP 22 million and GBP 13 million in buybacks. We recognize that capital appreciation is likely to be the core driver of long-term growth for shareholders invested in ICG Enterprise Trust. But clearly, there is an increased focus on ensuring that capital allocation between reinvesting in the portfolio and returning cash to shareholders is thought about in a deliberate and effective manner.

Focusing firstly on our progressive dividend policy, which has been in place since 2017. Today, we are announcing a fourth-quarter dividend of GBP 0.09 per share, which brings the total dividends for FY 2024 to GBP 0.33 per share. This is a 10% increase on the prior year dividends and is the 11th consecutive year of ordinary dividend per share increases. Secondly, as you can see on the bottom right box on this page, our long-term share buyback program. We were early movers in our sector when we announced a long-term buyback approach in October 2022. Since then, we have been in the market for over 115 separate occasions, buying back nearly 2 million shares or GBP 22 million worth of shares at an average discount of nearly 40%.

We spoke then about the aim for it to be to support liquidity in our stock and to increase the effectiveness of the share trading. We believe it is achieving those aims and is being executed successfully. Both the progressive dividend policy and the long-term share buyback program are being maintained. In addition, we're announcing a third component today for FY 2025, an opportunistic share buyback program of up to GBP 25 million. This will run alongside our progressive dividend policy and long-term share buyback program and will enable us to take advantage of current trading levels where the opportunity to purchase shares in meaningful size and at a significant discount present themselves.

These three components taken together alongside our thoughtful approach to investing in new investment opportunities, we believe, are an attractive form of shareholder return, a deliberate approach to effective allocation of capital, and also demonstrate a nimble approach to how we think about reacting to changing market environments. With that, I'm going to talk about our balance sheet, and to wrap up, I'll pass back to Oliver.

Oliver Gardey
Head of Private Equity Fund Investments, ICG Enterprise Trust

Thanks, Chris. As we near the end of our presentation, I just wanted to make sure that we cover also our balance sheet and give you an idea of how well capitalized it is. In terms of totally available liquidity, we have a net cash position of GBP 11 million. This is supported by a credit facility of GBP 185 million, which was renewed last year and matures in 2027. This means we have a total available liquidity of GBP 196 million. We also have a low overcommitment ratio of 28%, which has been pretty consistent with our five-year average of mid to high 20s, but is a significant lower overcommitment than our peers in the sector. Then finally, our net gearing is just below zero, is about - 1%.

It's much lower also than most of our peers, in which we believe this leaves us in a good place to benefit from our pickup in the investment activity levels, as well as allows us to effectively support our share buyback program. So in summary, we think our balance sheet is incredibly well capitalized and enables us to maintain the investment program through cycles, as well as, as I said before, support the share buyback programs we announced in October and we announced today. Let's wrap up. Fiscal year 2024 has been another year showing defensive growth in action, where our portfolio companies have delivered compelling operational performance. And we continue to realize assets at a meaningful uplift to carrying value, which gives us a lot of comfort and confidence in the quality of our portfolio. Given all this, we believe we offer a very compelling shareholder proposition here.

Let me summarize, which I think summarized well in those five points. But let me highlight three points in particular. First of all, private equity is a very attractive market, and it has been the best performing asset class over the long term. And therefore, private equity continues to grow, with large institutions and sovereign wealth funds increasing their allocations to the asset class. And furthermore, looking at the outlook for the private equity investment environment remains very positive as interest rates seem to peak and the economy in the U.S. and Europe continue to show robust growth. And this really translates in an increase in deal activity, which is very noticeable already a nd we're very confident that realizations will improve over the last year.

I would like to also highlight that our dedicated investment team allows us to actively construct a portfolio with the strong defensive growth characteristics we talked about. We constructed a defensive growth portfolio giving you access to mature, profitable, cash-generative companies, which we believe have the sufficient underlying fundamentals to allow the portfolio to grow in good times as well as in bad times. Just to highlight again, we have no exposure to more risky assets such as venture capital and growth equity. Finally, there is strong alignment. All members of the Enterprise Trust investment team are personally invested in the trust. Our board members and the employees of ICG PLC hold over 250,000 shares in the ICG Enterprise Trust.

And therefore, we believe strongly that the ICG Enterprise Trust is an excellent way to tap into one of the most important and best performing asset classes with the additional benefit of the daily liquidity of a publicly listed company. And with that, I'd like to now conclude the presentation. And I'd like to thank you all for your time today. And Chris, Colm, and I will now take questions. Chris, do you want to over to you, Chris?

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Lovely. Thank you very much. As a reminder, you can submit questions through the online platform. Firstly, on Outlook, you've mentioned a couple of times that you expect to see an increase in activity over the coming quarters. Could you give some more color on what's driving that thinking, whether expecting a rapid pickup and how we should think about that increased activity flowing through to your investment portfolio and your investment activity in the coming quarters? Oliver, do you want to take that?

Oliver Gardey
Head of Private Equity Fund Investments, ICG Enterprise Trust

Yeah, sure. So we don't see it. We don't expect a dramatic increase. We're thinking more of a definitely measurable increase. We are not expecting, nor are we underwriting, that we're going to get back to historical norms. But we're very confident that we'll be above the 12%-13% and approaching closer to the 20% of NAV. What drives it? First of all, and most importantly, is just overall confidence in the environment and the economy, particularly driven by the interest rates peaking, which gives our fund managers and sellers as well as buyers more confidence in terms of underwriting their companies with having more visibility and pricing in the cost of capital. And that's kind of what really is driving it. And we're seeing that the capital markets are a lot more active.

Particularly, where we're seeing good green shoots is that if we look at what is in process being sold, already has liquidated in Q1, Q2, is significantly higher than it was last year at this time. Those are kind of the main factors giving us confidence.

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Perfect. And flowing onto that, and maybe another one for you, Oliver, are you seeing either in the portfolio company performance or in the investment landscape a difference between the U.S. and Europe? And if so, how is that or is it impacting your allocation, your investment decisions today?

Oliver Gardey
Head of Private Equity Fund Investments, ICG Enterprise Trust

We do see a slight difference. We do see U.S. being just overall as a market more robust, for a couple of reasons. One is from a macroeconomic perspective, it's more robust and growth is stronger. But at the same time, you're probably seeing there's a little bit more of an inflation risk. What we also see, and this is why our ambition has been since we joined ICG over the last five, six years, is to really grow our U.S. allocation. And the reason for that is not just because it's an attractive macroeconomic environment, but it's also the market with the deepest expertise of our managers and just a lot more liquidity in selling and buying and more activity in selling and buying companies than in Europe. That does not mean that we are down on Europe.

We see some excellent companies coming out of Europe and great opportunities. It's just less dynamic than the U.S. for many of the macroeconomic reasons you're probably aware of.

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Thank you. Maybe Colm, one for you. In terms of the new transactions that you're underwriting or seeing being underwritten today, a period of higher interest rates, when you're looking at the expected return profile of new investments, are you expecting lower go-forward returns from investments you're making today in a higher rate environment compared to what you were making 3 years or 4 years ago before the rate cycle turned?

Colm Walsh
Portfolio Manager, ICG Enterprise Trust

That's obviously a very good question. Of course, as private equity investors, we would much rather rates had stayed close to zero forever, obviously. What I would say, though, is I think we've been able to broadly maintain our target expected returns. Of course, while we are obviously losing something from rates getting higher, there continues to be a number of sources of growth from a lot of the investments we're looking at. So if you take sectors like cloud-based software, actually, and listen, no presentation in this day and age is complete without mentioning AI. But I am going to mention it because it is a source of growth which, to some degree, compensates you for what you're losing from the higher rates.

So what we're seeing is if you're able to pick the right sectors, there's still significant innovation on the technological front that's able to drive higher margins, which means that we can still, to a large degree, maintain target returns. So we remain very confident. And actually, we're seeing at the moment, as I mentioned, it's a very good market for private equity investment because on the direct side, we're getting much more opportunity from managers wanting to preserve their funds for longer because of the difficult fundraising environment and also more generally wanting to be more LP-friendly.

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Thank you. There have been a couple of questions on buybacks, which maybe I'll take. And then, Oliver, feel free to jump in. The first one is around capital allocation between buybacks and investing in our current portfolio and our future commitment coverage. So the first observation I'd make on that is just to reinforce what Oliver said around the strength and robustness and well-capitalized nature of our balance sheet. So we obviously spend a lot of time thinking about the economic benefit of the short-term benefit of buybacks versus the longer-term benefit of investing in making new investments and continuing to grow the portfolio. We have relatively low net gearing, a very comfortable overcommitment ratio today, which gives us confidence that we can add this extra GBP 25 million of opportunistic buyback program alongside our dividend policy and the ongoing buyback without having to roll back our investment program.

So we view this we have a benefit of this strong balance sheet that's enabling us effectively to do more today than historically. The second question is just to clarify the difference between the long-term buyback program and the opportunistic program. I think that's a very good question. The long-term buyback program is designed to have relatively small tickets relatively frequently. As I said earlier, we've been in the market over 115x since we announced it. And we stated when we announced it that it was at any discount to NAV. And that's continuing for the foreseeable future. The opportunistic program that we're announcing for FY 2025 is really to make it clear to the market and to be there in the market if there is an opportunity for us to purchase a substantial number of shares at a meaningful discount to NAV.

You would expect us, if we use it, to use that program less frequently and in bigger size. Clearly, there will be transactions where it's grey around which one it goes into. It's designed to be bigger numbers, less frequently, to take advantage of the discounts that we're seeing today and to invest in our very attractive portfolio at meaningful discounts and in size. The final question so far is around our visibility on increased activity. Oliver, maybe for you to wrap up on, do we see this increased activity focused on direct and secondary investments? Or do we see it more coming from calls of primary commitments that we've already made?

Oliver Gardey
Head of Private Equity Fund Investments, ICG Enterprise Trust

We see it actually from all three areas. So we do see it on the primary fund side. We see more transactions being in the market to be sold. And there's also quite a lot of pressure on the fund managers to kind of come back to their historical levels of realizations as the last 12 months- 24 months were obviously at a fairly below historical norms. So there's pressure on the managers to create realizations. At the same time, we're seeing capital calls going up. And on co-investments, as Colm mentioned, we're seeing a lot more co-investments as the fund managers are trying to be more investor-friendly as well as preserving their fund sizes for a longer period. And on the secondary side, we continue to see a good pipeline.

Also, on the other hand, the LPs, the investors in private equity, they want to continue to invest in private equity, but their allocations have gone up as a percentage of their overall assets because of lower realizations and valuations staying strong. Therefore, in order to continue to invest in private equity, a lot of those investment managers or limited partners, investors in private equity, are trying to find ways to reduce and restructure not restructure necessarily, but in terms of reallocate their NAV invested in private equity through secondary transactions. So we see it really from all three areas, an increase in activity.

Chris Hunt
Head of Investor Relations, ICG Enterprise Trust

Perfect. Thank you very much. Thank you all for your time. As there seem to be no further questions, that concludes today's session. We look forward to speaking to many of you in the coming days and weeks and to see as many of you as possible for our shareholder seminar on the 18th of June. Many thanks.