REG - Bridgepoint Group - Final Results
13/03/2025 07:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250313:nRSM4682Aa&default-theme=true
RNS Number : 4682A Bridgepoint Group plc 13 March 2025
Bridgepoint Group plc
(the "Group" or the "Company")
2024 was a transformational year for Bridgepoint
Step-change in the Group's scale and diversity; strong fundraising
and investing activity, driving material growth in financial performance
Momentum across business underpins increasing confidence in outlook and
upgrade to fundraising target
Bridgepoint Group plc today announces preliminary results for the 12 months to
31 December 2024.
Highlights:
Performance versus 12 months ended 31 December 2023:
• 52% increase in pro forma underlying management and other income to £404.0
million (2023: £266.3 million);
• 63% increase in pro forma Fee Related Earnings ("FRE") to £155.3 million
(2023: £95.0 million);
• 150% increase in pro forma Performance Related Earnings ("PRE") to £138.5
million (2023: £55.3 million);
• 96% increase in pro forma underlying EBITDA to £292.0 million (2023: £148.8
million) with an EBITDA margin of 54%;
• Reported profit before tax (excluding unrealised FX losses) in 2024 of £93.0
million (2023: £88.4 million);
• Reported profit after tax in 2024 of £69.1 million (2023: £70.7 million)
including ECP transaction costs in both years;
• €8.5 billion returned to fund investors (2023: €1.7 billion);
• Fundraising for BDC V to conclude shortly at €2.8 billion, well ahead of
€2 billion cover number, following on from the success of the BE VII and
ECP V fundraises earlier in the year; and
• 69% increase in AUM to $75.6 billion (2023: $44.7 billion) and 49% increase
in Fee Paying AUM to €38.7 billion (2023: €26.0 billion) driven by robust
organic growth and the completion of the ECP transaction in August 2024.
Updated guidance (including ECP):
• Increasing 2024-2026 'next cycle' fundraising target from €20 billion to
€24 billion;
• ECP VI expected to become fee paying in Q2 2025, cover number of US$5 billion;
• PRE of ca. 25% of total income across 2025 and 2026; and
• Profile across 2025/26 subject to timing of BE VI carry and Calpine proceeds
and timing.
Raoul Hughes, Chief Executive said:
"2024 was a transformational year for the Bridgepoint Group, with the closing
of the ECP transaction in August and strong underlying profit growth, driven
by successful fundraising, consistent capital deployment and a record amount
of capital returned to our clients. Pro forma underlying EBITDA almost doubled
to £292 million, reflecting a step-change in scale driven by M&A in
addition to organic EBITDA growth of 7%, underscoring the strength of the
business. AUM grew to $75.6 billion, up from $44.7 billion in 2023, and now
stands at 2.3x the level at the IPO.
"As a result of the momentum in the business, we have upgraded our fundraising
guidance. With BDC V closing at €2.8 billion shortly, the total fundraising
target by the end of 2026 has been increased from €20 billion to €24
billion. We are well placed as we start fundraising for ECP VI, which is
expected to become fee-paying in Q2 2025. Together with the expectation that
BE VIII will become fee paying in mid-2026, further strengthens the firm's
long-term revenue visibility.
"The medium-term growth prospects for private markets are exciting. Our
strategy builds on the strength of the platform and positions the Group to
capitalise on market consolidation and evolving investor needs. The Group is
confident in its positioning in the global middle market and ability to
deliver on the goals set out at our Capital Markets Day in October last year,
including more than doubling AUM in the next 5-6 years to $200 billion by
scaling and diversifying verticals, and pursuing platform-enhancing M&A."
Financial performance (including ECP for 12 months in 2024)
• AUM of $75.6 billion and Fee Paying AUM of €38.7 billion;
• Pro forma underlying management fees of £404.0 million, including £30.4
million of catch-up fees from BE VII (£22.2 million) and ECP V (£8.2
million) (2023: BE VII, £6.8 million). No further catch-up fees charged in H2
2024;
• Pro forma underlying Expenses of £248.7 million;
• Pro forma FRE of £155.3 million;
• Pro forma PRE of £138.5 million;
• Pro forma underlying EBITDA of £292.0 million with an EBITDA margin of 54%;
• Pro forma underlying profit before tax (excluding unrealised FX losses) of
£249.8 million; and
• Pro forma underlying profit before tax of £237.5 million, giving pro forma
underlying basic EPS of 25.7p.
Fundraising
• BDC V expected to close in March at €2.8 billion, well ahead of €2 billion
cover number;
• ECP VI has started fundraising this quarter with a cover number of US$5
billion;
• ECP's evergreen product and the Group's wealth products soon to launch; and
• €6 billion of the previous fundraising target of €20 billion from mid-2024
to the end of 2026 has now been raised.
Deployment
• Consistent deployment pace in 2024 with BE VII 64% committed across 13
investments, ECP V 66% committed and BDC V 11% committed; and
• BDL III 88% committed.
Note: Private equity deployment calculated as a percentage of primary capital.
Exits
• Across the Group, €8.5 billion returned to fund investors in 2024, the
strongest ever period for capital returns; and
• Against the backdrop of improving transaction volumes in the market, there is
good near-term visibility on several further exits for 2025 with two-thirds of
these exits expected to close in the second half.
Reported financial performance (including ECP from date of closing)
• Management and other fees of £329.2 million (2023: £265.3 million);
• EBITDA of £146.2 million (2023: £97.1 million); and
• Profit after tax of £69.1 million (2023: £70.7 million), including ECP
transaction costs in both years, and basic EPS of 8.0p (2023: 8.7p).
Note: for details for underlying results included in reported financial
performance see the table below 'Reconciliation of pro forma underlying income
statement to IFRS income statement'.
Final dividend
• Final dividend of 4.6 pence per share to be paid in May 2025 subject to
shareholder approval at the Annual General Meeting.
Guidance
Fundraising
• Increasing 2024-2026 'next cycle' fundraising target from €20 billion to
€24 billion
• BDC V expected to close in March at €2.8 billion, charging fees since Q4
2024
• BG II expected to close in March at €0.3 billion, charging fees since Q4
2022
• BE VIII expected to become fee paying mid 2026 with final close in 2027
• BDL IV first close of €1.9 billion, charging fees from Q2 2025
• BCO V expected to become fee paying in H2 2025
• Intention to close two CLOs per year
• ECP VI expected to become fee paying in Q2 2025, cover number of US$5 billion
• Further co-investment, continuation fund and SMA opportunities
Expenses
• Continue to target high single digit growth in expenses per annum
PRE
• Expected to be c.25% of total income in 2025 and 2026
• Profile across 2025/26 subject to timing of BE VI carry and Calpine proceeds
and timing
EBITDA margin
• EBITDA margin expected to be 52-55% in 2025/26
Presentation and Q&A
Management will hold a webcast to answer questions from analysts and investors
at 8:30 a.m. GMT on Thursday, 13 March:
Join via weblink:
Bridgepoint Group plc 2024 Full Year Results | SparkLive | LSEG
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/14b61012-781a-4536-82d6-8338dd066ab7/bridgepoint-group-plc-2024-full-year-results)
Register for conference call:
LSEG
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/14b61012-781a-4536-82d6-8338dd066ab7/bridgepoint-group-plc-2024-full-year-results)
Registration | Bridgepoint Group plc 2024 Full Year Results
(https://bridgepoint-group-plc-2024-full-year-results-mar-25.open-exchange.net/registration)
The slides from this presentation will be available on the Company's
website:
Financial Information - Bridgepoint
(https://www.bridgepoint.eu/shareholders/financial-information)
FINAL DIVIDEND PAYMENT TIMETABLE
The timetable for the payment of the proposed final dividend of 4.6 pence per
share announced today is, subject to shareholder approval at the AGM, as
follows:
Ex-dividend date: 24 April 2025
Record date: 25 April 2025
Payment date: 22 May 2025
ENQUIRIES
Bridgepoint
Analysts and investors Media
Adam Key Christian Jones
adam.key@bridgepointgroup.com (mailto:adam.key@bridgepointgroup.com) christian.jones@bridgepointgroup.com
(mailto:christian.jones@bridgepointgroup.com)
+44 7833 748010
+44 20 7034 3500
FGS Global (Public Relations Adviser to Bridgepoint)
James Murgatroyd / +44 20 7251 3801 / +44 7768 254 911
Anjali Unnikrishnan / +44 20 7251 3801 / +44 7826 534 233
Bridgepoint-LON@fgsglobal.com (mailto:Bridgepoint-LON@fgsglobal.com)
Abbreviated income statement
£ million Pro forma year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
PRE 138.5 90.7 55.3 150.5% 64.0%
Other operating income 1.1 1.0 1.0 6.0% -
Underlying total operating income 542.5 427.7 321.6 68.7% 33.0%
Total expenses (318.2) (281.9) (224.5) 41.7% 25.6%
Total expenses (excluding exceptional expenses and adjusted items) (248.7) (212.4) (171.3) 45.2% 24.0%
EBITDA 224.7 146.2 97.1 131.4% 50.6%
Underlying EBITDA 292.0 213.5 148.8 96.2% 43.5%
FRE 155.3 124.6 95.0 63.4% 31.1%
Depreciation and amortisation (38.3) (36.2) (18.7) 104.8% 93.6%
Net finance and other (expense) or income (24.1) (17.0) 10.0 (341.0)% (270.0)%
Underlying profit before tax (excluding FX) 249.8 180.5 136.2 83.4% 32.5%
FX (12.3) (12.3) (2.4) 412.5% 412.5%
Underlying profit before tax 237.5 168.2 133.8 77.5% 25.7%
Profit before tax 150.0 80.7 86.0 74.4% (6.2)%
Tax (25.6) (11.6) (15.3) 67.3% (24.2)%
Profit after tax 124.4 69.1 70.7 76.0% (2.3)%
Consolidated balance sheet
Summarised consolidated statement of financial position (IFRS basis) As at 31 December 2024 As at 31 December 2023 Change (%)
£ million
Assets
Non-current assets 1,791.0 582.2 207.6%
Current assets 2,303.9 1,795.5 28.3%
Total Assets 4,094.9 2,377.7 72.2%
Liabilities
Non-current liabilities 2,495.6 1,318.8 89.2%
Current liabilities 408.1 337.7 20.8%
Total Liabilities 2,903.7 1,656.5 75.3%
Net Assets 1,191.2 721.2 65.2%
Equity
Share capital and premium 375.2 289.9 29.4%
Other reserves 53.1 12.6 321.4%
Retained earnings 555.1 418.7 32.6%
Non-controlling interests 207.8 - N/A
Total Equity 1,191.2 721.2 65.2%
Consolidated cash flows
Summarised consolidated cash flow statement (IFRS basis) Year ended 31 December 2024 Year ended 31 December 2023 Change
£ million (%)
Net cash flows from operating activities 10.8 95.0 (88.6)%
Net cash flows from investing activities (928.9) (320.0) 190.3%
Net cash flows from financing activities 776.1 325.6 138.4%
Net (decrease)/ increase in cash and cash equivalents (142.0) 100.6 (241.1)%
Total cash and cash equivalents at beginning of the year 314.8 220.6 42.7%
Effect of exchange rate changes (13.0) (6.4) 103.1%
Total cash and cash equivalents at the end of the year 159.8 314.8 (49.2)%
of which: cash and cash equivalents at the end of the year (for use within the 90.8 238.8 (62.0)%
Group)
of which: CLO cash (restricted for use within relevant CLO) 69.0 76.0 (9.2)%
Total cash and cash equivalents at the end of the year 159.8 314.8 (49.2)%
Financial summary
Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change Change 24 vs. 23 (%)
pro forma 24 vs. 23 (%)
Total AUM ($bn) N/A 75.6 44.7 N/A 69.1%
Total AUM (€bn) N/A 73.0 40.5 N/A 80.2%
Fee Paying AUM (€bn) N/A 38.7 26.0 N/A 48.8%
Management fee margin on Fee Paying AUM (%) 1.17% 1.17% 1.12% 0.05ppt 0.05ppt
Underlying management and other income (£m) 404.0 337.0 266.3 51.7% 26.5%
Underlying total operating income (£m) 542.5 427.7 321.6 68.7% 33.0%
Total expenses (excluding exceptional expenses and adjusted items) (£m) (248.7) (212.4) (171.3) 45.2% 24.0%
Underlying EBITDA (£m) 292.0 213.5 148.8 96.2% 43.5%
Underlying EBITDA margin (%) 53.8% 49.9% 46.3% 16.3% 7.9%
FRE (£m) 155.3 124.6 95.0 63.4% 31.1%
FRE margin (%) 38.4% 37.0% 35.7% 7.7% 3.6%
FRE margin (excluding catch-up fees) (%) 33.4% 32.5% 34.0% (1.7)% (4.3)%
PRE (£m) 138.5 90.7 55.3 150.5% 64.0%
Underlying profit before tax (excluding FX) (£m) 249.8 180.5 136.2 83.4% 32.5%
Underlying profit before tax (£m) 237.5 168.2 133.8 77.5% 25.7%
Profit before tax (£m) 150.0 80.7 86.0 74.4% (6.2)%
Underlying profit after tax (£m) 211.9 156.6 118.5 78.8% 32.2%
Profit after tax (£m) 124.4 69.1 70.7 76.0% (2.3)%
Basic EPS (pence) 15.1 8.0 8.7 73.5% (7.5)%
Diluted EPS (pence) 12.2 6.4 8.7 39.8% (27.2)%
Underlying basic EPS (pence) 25.7 19.5 14.9 72.5% 30.4%
Underlying diluted EPS (pence) 20.6 15.5 14.9 38.0% 3.9%
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024.
Reconciliation of pro forma underlying income statement to IFRS income
statement
£ million Pro forma ECP results between 1 January 2024 to 19 August 2024 Underlying year ended 31 December 2024 (ECP: from completion date) Exceptionals and adjusted items IFRS year ended 31 December 2024 (ECP: from completion date)
year ended 31 December 2024 (ECP: full year)
Management and other fees 402.9 66.9 336.0 (6.8) 329.2
PRE 138.5 47.8 90.7 7.2 97.9
Other operating income 1.1 0.1 1.0 - 1.0
Total operating income 542.5 114.8 427.7 0.4 428.1
Personnel expenses (184.9) (28.9) (156.0) (58.6) (214.6)
Other operating expenses (63.8) (7.4) (56.4) (10.9) (67.3)
Expenses excluded from FRE** (1.8) - (1.8) 1.8 -
EBITDA 292.0 78.5 213.5 (67.3) 146.2
EBITDA margin (%) 53.8% 68.4% 49.9% N/A 34.2%
FRE 155.3 30.7 124.6 (76.3) 48.3
FRE margin (%) 38.4% 45.8% 37.0% N/A 14.6%
Depreciation and amortisation (18.9) (2.1) (16.8) (19.4) (36.2)
Net finance and other (expense) (35.6) (7.1) (28.5) (0.8) (29.3)
Profit before tax 237.5 69.3 168.2 (87.5) 80.7
Tax (25.6) (14.0) (11.6) - (11.6)
Profit after tax 211.9 55.3 156.6 (87.5) 69.1
** Other excluded personnel expenses include investment linked bonuses and other
personnel expenses relating to corporate development activities. They are
excluded from FRE but are added back to EBITDA. Further details are set out in
supplementary information: alternative performance measures (APMs).
Chief Executive statement
Raoul Hughes
The Group delivered on key financial and strategic objectives, AUM growing to
$75.6 billion, up from $44.7 billion in 2023, now standing at 2.3x the level
at the IPO. This notable expansion highlights the impact of both organic
growth and strategic developments, with the largest contribution over the
last 12 months coming from the addition of ECP to the platform.
The combination has added important geographic diversity and a major third
vertical of infrastructure focusing on the highly sought-after energy
transition and power generation investment spaces, ensuring the Group is well
placed to benefit from the tailwinds generated from the need to increase
electricity generation.
The middle market - where we are a global leader - continued to prove itself
as a highly attractive place to invest across asset classes. Its resilience
through cycles, combined with Bridgepoint and ECP's collective track record,
local knowledge and deep sector expertise, enabled capital deployment to
continue in line with our historic pace, capitalising on often off- market
opportunities and navigating broader economic headwinds. The Group delivered a
record year in terms of exits with over €8 billion of capital returned to
investors. Our funds continue to perform and deployment across our strategies
remains on track.
This notable performance fed through to fundraising, with significant progress
made in 2024 thanks to the successful closings of BE VII, ECP V and BDC V -
all at or above their cover number. As a result, the Group is increasing its
previous fundraising target from €20 billion to €24 billion for the period
from mid-2024 to the end of 2026. In addition, several key new organic
strategic initiatives were progressed with both ECP's evergreen product and
the Group's wealth product soon to launch.
These achievements contributed to strong financial performance in 2024, which
exceeded expectations. Pro forma underlying* management and other income
increased to £404.0 million in 2024, up from £266.3 million in 2023, driven
by the substantial growth in AUM. Pro forma FRE* rose to £155.3 million,
representing a 63% increase from £95.0 million in 2023. Pro forma underlying
EBITDA* almost doubled to £292.0 million, reflecting a step-change in scale
driven by M&A. Organic EBITDA growth also stood at 7%, underscoring the
strength of the core business.
Robust fundraising momentum
The capital entrusted to us by investors continues to be the lifeblood of the
Group, and 2024 was instrumental on that front with €7.8 billion raised over
the year. BDC V will shortly close ahead of guidance at €2.8 billion,
reinforcing the strength of the SMID Cap franchise, with fees having been
charged from October 2024.
Significant groundwork has been laid for the next fundraising cycle. The next
flagship private equity fund, BE VIII, will launch later this year and will
target a first close in Q2 2026. ECP VI has already launched fundraising this
quarter with a $5 billion cover number, with major momentum resulting from
tailwinds in electrification and a new partnership with KKR to support AI
growth through investments in data centres and power generation. The
possibility of a first close as early as Q2 this year represents
a significant opportunity to expand the infrastructure strategy further and
capture emerging opportunities in the energy transition.
The credit business continued to make progress across its direct lending,
syndicated debt and credit opportunities strategies. BDL IV held a first close
in early January 2025 at €1.9 billion. The business also successfully priced
the upsizing and refinancing of CLO 4, originally priced in December 2022,
increasing it by 40% from €320 million to €450 million and reducing the
cost of capital. Additionally, two new CLOs - CLO 6 and CLO 7 were priced in
2024 and external capital was also raised for the first CLO originator
partnership, enabling continued growth in this vertical while reducing
reliance on the Group's balance sheet. Fundraising for CLO 8 will begin this
year, reinforcing the team's ability to deliver diverse opportunities for
credit investors.
To support this continuous fundraising activity, fund investor relation
capabilities have been significantly expanded, with new resource added
on the ground in key cities such as Seoul, Tokyo and Abu Dhabi. These
investments, which are made possible because of the Group's growing scale,
enhance our ability to engage with both institutional and private wealth
investors, setting the stage for the future. With individual investors holding
roughly 50% of global AUM yet accounting for only 16% of capital invested in
private markets, the high-net-worth market presents a promising source of
additional potential capital over the next 10 years.
Strong capital deployment and returns across investment strategies
More than €10 billion of capital was deployed across Group funds in 2024 and
the year marked the strongest ever for returning capital to fund investors.
Against the backdrop of improving transaction volumes in the market, there is
good near-term visibility on several further exits for 2025, with the majority
expected to close in the second half. The Group continued to enjoy good fund
performance across strategies, underscoring the value of its disciplined
investment approach and ability to navigate challenging markets.
Private equity
In private equity, we achieved a record in terms of capital deployment with
over €3 billion deployed by the Bridgepoint Europe team alone in 2024.
BE VII is now 64% deployed after two and a half years, spanning 13
investments. Recent investments include Samy Alliance, a Spanish-headquartered
social media marketing company, Esker, a provider of AI-powered automation
solutions for the Office of the CFO, and Schuberg Philis, a Dutch-rooted IT
company specialising in mission-critical IT services, cloud-native solutions
and digital transformation.
BDC IV is now fully deployed, having exchanged or completed on its final four
platform acquisitions over the course of 2024. BDC V is off to a promising
start, with 11% of its capital already committed across two investments in the
year to date: the take-private of Eckoh, a leading provider of secure payments
and customer engagement software, and Argon & Co, a global consultancy
focused on industrialisation and supply chain excellence.
Key exits in 2024 included Kyriba, a global leader in liquidity performance;
Care UK, a leading provider of residential and nursing care services in the
UK; Vitamin Well, a premium functional beverage company offering fortified
drinks and supplements; and Oris Dental, a fast-growing dental care provider
in the Nordic region. These exits collectively returned over €3 billion of
capital across the Group's private equity strategies.
Infrastructure
ECP has also made excellent progress, with ECP V 66% deployed, reflecting
significant demand in the energy transition and infrastructure sectors. In H2
2024 ECP V announced three platform acquisitions in power generation and
renewables, totalling $11 billion in enterprise value and over 10 GW of
capacity across Texas, Ohio, the Western US and parts of Europe.
A significant agreed exit was Calpine, which became the largest producer of
clean and reliable energy in North America during ECP's ownership, reinforcing
ECP's role in shaping the energy transition and ensuring a stable power supply
for customers and communities. Additionally, the exits of Terra-Gen and
Heartland Generation demonstrate ECP's ability to capitalise on
decarbonisation trends and energy security initiatives, driving compelling
returns for investors.
Credit
The credit team has continued to achieve the performance, resilience and value
that our credit strategies are known for. BDL III is 88% committed with
portfolio metrics including an average LTV of 35% and an average EBITDA margin
of approximately 30% while BCO IV remains on track to meet its target of
13-15% returns.
Well-positioned in a global context and long-term market trends
While Europe saw subdued growth and inflation pressure through the year, the
Group's track record of performing well across cycles and our differentiated
middle market positioning meant we continued to drive returns through focused
asset selection and market leading origination depth regardless of the
broader macroeconomic environment. Our global footprint, diversified
investment strategies, and disciplined approach to capital allocation, provide
resilience in shifting market conditions.
Sectors such as agriscience, energy transition and tech-led services continue
to experience significant tailwinds, presenting exciting opportunities for
future growth. Additionally, the Group's focus on structural trends, including
market consolidation, the evolution of scalable platforms, and the increasing
role of private capital in financing resilient business models, reinforces
our ability to generate long-term value.
The Group's well-established presence in North America, its significant U.S.
private equity exposure, and track record of far outpacing European GDP
through strategic investments, underpin its ability to navigate complex
markets. Furthermore, stringent asset selection in credit ensures a balanced
risk-reward profile, particularly in defensive industries.
The path to $200 billion of AUM: strategy and Capital Markets Day highlights
A personal highlight of 2024 was the opportunity to set out the Group's
long-term strategic vision at our first Capital Markets Day, which provided an
opportunity to showcase our strategy and the Group's progress since IPO. We
outlined an ambition to become the outright global leader in middle-market
investing, aiming to grow AUM by at least 2.5 times within the next five to
six years through a combination of organic growth and M&A, with M&A
opportunities encompassing transformational and tuck-in acquisitions. This
strategy builds on the strength of the platform and positions us well to
capitalise on market consolidation and evolving investor needs. It was great
to see such high levels of engagement from our investors and stakeholders, who
share our confidence in the platform we are building.
Scaling and diversifying existing verticals
Growth and diversification of existing investment strategies will continue
through a combination of selectively expanding existing funds, organically
adding adjacent investment strategies, and targeted complementary M&A. The
synergies created by the ECP-Bridgepoint combination are already enhancing
organic growth, including through equity deal flow in the energy transition
space while enabling ECP to leverage an extensive European network. These
efforts reinforce the ability to deliver long-term value.
Platform-enhancing M&A
The business aims to continue to grow through platform-enhancing acquisitions
that enable entry into new asset classes and geographies at scale, strengthen
market presence and increase the diversity of income streams. A disciplined
M&A strategy remains central to strengthening geographic reach, deepening
sector expertise, and expanding into new areas.
Looking ahead to 2025
With a healthy pipeline of opportunities, tailwinds in key sectors, and a
proven ability to navigate economic cycles, the Group is well-positioned for
the year ahead. Our ambitious goals reflect the dedication and talent of our
teams, whose performance drives our achievements.
Finally, thank you to all of my colleagues for their hard work and
commitment. We are at our heart a people business, and nothing would be
achievable without the dedication of the teams in all of our global offices.
Raoul Hughes
Chief Executive
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024
Financial review
CFO statement
The Group's financial performance in 2024 is ahead of expectations and
benefits from the combination of organic growth and the contribution of ECP.
Pro forma financial results, including ECP for the full year
Pro forma underlying management and other income increased by 51.7%
to £404.0 million, which includes the impact of the successful conclusion of
the fundraising for BE VII and ECP V and substantial completion of the raising
of BDC V. Excluding the impact of ECP management and other income grew 14.2%,
showing the continued organic opportunities that exist within our private
equity and credit businesses.
The increase in fees, which includes the impact of £30.4 million of catch up
fees, contributed to the delivery of £155.3 million of pro forma FRE, an
increase of 63.4% including the contribution of ECP, or organic FRE growth of
16.1%.
Pro forma FRE margin of 38.4%, or 33.4% excluding catch up fees,
which compares to 35.7% and 34.0% respectively, benefited from fundraising
and locks in margin for the medium-term.
Pro forma PRE delivered £138.5 million of income, and was enhanced by the
contribution from ECP, which represented 63.0% of the total.
Ultimately fund performance underpins our business model as it is critical
to our ability to raise new funds. Across our three verticals the funds are
performing strongly, with BDC III, ECP IV and the Calpine Continuation Fund
the stand-out performers during 2024, combining material exits with valuation
growth.
Pro forma underlying EBITDA was £292.0 million, an increase of £143.2
million or 96.2% compared to the year ended 31 December 2023 due to higher FRE
and PRE.
Pro forma underlying EBITDA margin of 53.8% includes the benefit of organic
growth of 7.3% and the contribution of ECP. Margins are therefore moving
towards the EBITDA margin target we set out at our Capital Markets Day of
between 55% to 60% on the conclusion of the next fund cycles.
Following the completion of the ECP transaction, the Group is now more
diversified, with ECP contributing 24.8% of management fees and 45.3% of total
EBITDA at an EBITDA margin of 70.6%, demonstrating its accretive benefits to
shareholders. Pro forma underlying profit before tax (excluding FX) was
£249.8 million, an increase of 83.4% from 2023.
Financial results, including ECP from date of transaction and excluding
non-underlying adjustments
As the ECP transaction did not complete until 20 August, the financial
statements only include the ECP contribution from that point. When excluding
the pre-acquisition contribution from ECP and the impact of adjustments for
exceptional and other adjusted items, underlying EBITDA was £213.5 million
and underlying profit before tax was £168.2 million compared with £148.8
million and £133.8 million respectively in the comparative period.
AUM and fundraising
At 31 December 2024 including ECP the Group's AUM of $75.6 billion and Fee
Paying AUM of €38.7 billion ($40.1 billion) represented growth of 69.1% and
48.8% respectively since 2023. Organic growth from the scaling of our private
equity and credit strategies was 3.7% and 8.1% respectively.
Fund commitments raised in 2024 totalled some €7.7 billion. Marketing will
occur during 2025 for ECP VI and the next generation of Direct Lending and
Credit Opportunities funds. Taken together we are increasingly confident of
exceeding the €20 billion target set out previously by the end of 2026 and
have increased guidance to €24 billion.
Balance sheet and financing
We are a balance sheet light business, with low leverage.
At 31 December 2024 the Group had cash of £90.8 million (excluding cash
belonging to consolidated CLOs).
The Group has $614.0 million (£490.3 million, excluding capitalised facility
costs) of US private placement notes in issue, which have an average maturity
of 6 years. Net leverage represents 1.5x of 2024 pro forma
underlying EBITDA.
At the end of 2024 the Group held investments in funds of £739.9 million
(including the Group's exposure to CLO notes and excluding the interests of
third-party investors), and carried interest at a discounted value of £113.3
million.
Indicatively, the embedded potential value of future PRE is very substantial
and is forecast to generate approximately €1.2 billion from current funds.
This is driven by an increased allocation of the share of carried interest
being held by the Group and a greater co-investment in new funds, which
provides the opportunity for significant potential future profitability
and conversion to cash in the medium-term.
Capital allocation and share liquidity
Our capital allocation is relatively straightforward with capital used to
support organic growth, invest in our funds, undertake strategic M&A, pay
dividends and undertake capital returns.
Alongside our 2024 results, we have announced a final proposed dividend of 4.6
pence per share, in addition to the 4.6 pence per share paid following the
2024 interim results.
In addition, since 2023 we have repurchased shares with a total value of
£70.0 million as part of programmes totalling £100 million, as we felt
strongly that our share price did not reflect underlying performance. During
2024 buybacks totalled £9.8 million and represented a return of 1.2 pence
per share.
Unlocking share liquidity remains a key focus. At the IPO a staggered lock-up
of up to 5 years was agreed with pre-IPO management shareholders and of the
lock-ups remaining, 81 million shares will be released in 2025 and 186 million
shares will be released in 2026. In addition, as shares related to the ECP
transaction are issued, lock-ups applying to these shares will expire between
2026 and 2029. In September a group of shareholders sold 14.7 million shares
in a placing, increasing the free float. As lock-ups expire, free float will
further increase.
Overall
Having concluded fundraising for our flagship funds and completed the ECP
transaction in 2024 the Group is in a strong position to continue its organic
and inorganic growth and deliver on the targets we set out at our Capital
Markets Day, which include our ambition to grow to around $200 billion of AUM
within the next fund cycles.
Ruth Prior
Group Chief Financial Officer
Financial review
Summary
Financial summary
Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change Change 24 vs. 23 (%)
pro forma 24 vs. 23 (%)
Total AUM ($bn) N/A 75.6 44.7 N/A 69.1%
Total AUM (€bn) N/A 73.0 40.5 N/A 80.2%
Fee Paying AUM (€bn) N/A 38.7 26.0 N/A 48.8%
Management fee margin on Fee Paying AUM (%) 1.17% 1.17% 1.12% 0.05ppt 0.05ppt
Underlying management and other income (£m) 404.0 337.0 266.3 51.7% 26.5%
Underlying total operating income (£m) 542.5 427.7 321.6 68.7% 33.0%
Total expenses (excluding exceptional expenses and adjusted items) (£m) (248.7) (212.4) (171.3) 45.2% 24.0%
Underlying EBITDA (£m) 292.0 213.5 148.8 96.2% 43.5%
Underlying EBITDA margin (%) 53.8% 49.9% 46.3% 16.3% 7.9%
FRE (£m) 155.3 124.6 95.0 63.4% 31.1%
FRE margin (%) 38.4% 37.0% 35.7% 7.7% 3.6%
FRE margin (excluding catch-up fees) (%) 33.4% 32.5% 34.0% (1.7)% (4.3)%
PRE (£m) 138.5 90.7 55.3 150.5% 64.0%
Underlying profit before tax (excluding FX) (£m) 249.8 180.5 136.2 83.4% 32.5%
Underlying profit before tax (£m) 237.5 168.2 133.8 77.5% 25.7%
Profit before tax (£m) 150.0 80.7 86.0 74.4% (6.2)%
Underlying profit after tax (£m) 211.9 156.6 118.5 78.8% 32.2%
Profit after tax (£m) 124.4 69.1 70.7 76.0% (2.3)%
Basic EPS (pence) 15.1 8.0 8.7 73.5% (7.5)%
Diluted EPS (pence) 12.2 6.4 8.7 39.8% (27.2)%
Underlying basic EPS (pence) 25.7 19.5 14.9 72.5% 30.4%
Underlying diluted EPS (pence) 20.6 15.5 14.9 38.0% 3.9%
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024.
The financial summary above and throughout the remainder of this section of
this announcement includes two comparisons:
· the underlying results for the year ended 31 December 2024 with ECP results
included from completion date of the acquisition have been compared against
the underlying results for the year ended 31 December 2023 to show the
progression of the Group performance; and
· the underlying results for the year ended 31 December 2024 on a pro forma
basis, including full year financial performance of ECP as if the acquisition
had occurred on 1 January 2024 have been compared against underlying results
for the year ended 31 December 2023 excluding ECP, thereby providing a clearer
indication of the impact of ECP performance on the Group.
Total AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2023 28.1 12.4 - 40.5
Acquisition of ECP - - 21.1 21.1
Fundraising 3.7 2.0 2.1 7.8
Divestments (3.5) (1.1) (1.7) (6.3)
Revaluations 2.7 0.5 5.3 8.5
Foreign exchange movements - - 1.4 1.4
31 December 2024 31.0 13.8 28.2 73.0
Total AUM at 31 December 2024 was €73.0 billion ($75.6 billion) compared to
€40.5 billion ($44.7 billion) at the end of 2023. The increase is primarily
due to the addition of ECP (infrastructure), additional commitments raised for
BE VII and BDC V (private equity) and ECP V (infrastructure), deployment of
BDL III and BCO IV (credit) and launch of CLO 6 and 7 (credit), and the impact
of valuation growth of fund investments.
Fee Paying AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2023 17.8 8.2 - 26.0
Acquisition of ECP - - 10.7 10.7
Fundraising: fees on committed capital 3.4 - 0.4 3.8
Deployment of funds: fees on invested capital - 2.3 0.5 2.8
Revaluations (0.5) (1.7) (1.0) (3.2)
Step down (1.4) - (0.7) (2.1)
Foreign exchange movements - - 0.7 0.7
31 December 2024 19.3 8.8 10.6 38.7
Fee Paying AUM at 31 December 2024 was €38.7 billion ($40.1 billion)
compared to €26.0 billion ($28.7 billion) at the end of 2023, with the
increase due to the addition of ECP (infrastructure), final commitments raised
for BE VII and new commitments for BDC V (private equity), final close of ECP
V (infrastructure), an increase in invested capital in our credit strategies
and the launch of CLO 6 and 7, which became fee paying during the period,
offset by asset realisations.
Fundraising
BE VII (private equity) had a final close in March 2024 with €7 billion of
commitments. BDC V (private equity) raised €2.5 billion during 2024 and is
expected to final close at €2.8 billion.
BDL IV and BCO V (both credit) commenced fundraising during 2024 with a first
close of BDL IV in Q1 2025 with €1.9 billion of commitments.
ECP V (infrastructure) had a final close of $4.4 billion and fundraising for
ECP VI (infrastructure) has commenced with a $5 billion cover number.
Overall, we expect to raise c. €24 billion across the Group during the next
fund cycle by the end of 2026, weighted towards commitments raised from ECP VI
(infrastructure) and BE VIII (private equity).
Fund performance
Asset class Strategy Established Fund details Fund performance at 31 December 2024
Fund name Vintage Size Gross MOIC DPI(1) Gross IRR
Private equity Bridgepoint Europe 1984 BE V 2015 €4.0bn 2.3x 1.5x 19%
BE VI 2019 €5.8bn 1.9x 0.5x 17%
BE VII 2022 €7.0bn 1.2x - 20%
Bridgepoint Development Capital 2009 BDC I 2009 £300m 2.7x 2.2x 21%
BDC II 2012 €353m 2.6x 2.1x 34%
BDC III 2016 £605m 4.4x 2.6x 41%
BDC IV 2021 £1.6bn 1.2x - 11%
Credit Direct Lending 2015 BDL I 2015 €530m 1.3x(3) 1.2x 10%
BDL II(2) 2017 €2.3bn 1.3x(3) 0.6x 9%
BDL III(2) 2021 €2.9bn 1.2x(3) 0.1x 11%
ECP Flagship Funds 2005 ECP III 2014 $5.1bn 2.2x 1.7x 18%
ECP IV 2018 $3.3bn 1.9x 0.4x 24%
ECP V 2022 $4.4bn 1.3x - 26%
1. DPI is presented net of carry and expenses.
2. BDL II and BDL III are unlevered.
3. Gross MOIC does not include the benefits of recycling.
Abbreviated income statement
£ million Pro forma year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
(ECP: from completion date)
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
PRE 138.5 90.7 55.3 150.5% 64.0%
Other operating income 1.1 1.0 1.0 6.0% -
Underlying total operating income 542.5 427.7 321.6 68.7% 33.0%
Total expenses (318.2) (281.9) (224.5) 41.7% 25.6%
Total expenses (excluding exceptional expenses and adjusted items) (248.7) (212.4) (171.3) 45.2% 24.0%
EBITDA 224.7 146.2 97.1 131.4% 50.6%
Underlying EBITDA 292.0 213.5 148.8 96.2% 43.5%
FRE 155.3 124.6 95.0 63.4% 31.1%
Depreciation and amortisation (38.3) (36.2) (18.7) 104.8% 93.6%
Net finance and other (expense) or income (24.1) (17.0) 10.0 (341.0)% (270.0)%
Underlying profit before tax (excluding FX) 249.8 180.5 136.2 83.4% 32.5%
FX (12.3) (12.3) (2.4) 412.5% 412.5%
Underlying profit before tax 237.5 168.2 133.8 77.5% 25.7%
Profit before tax 150.0 80.7 86.0 74.4% (6.2)%
Tax (25.6) (11.6) (15.3) 67.3% (24.2)%
Profit after tax 124.4 69.1 70.7 76.0% (2.3)%
The Group's consolidated income statement has two key components:
1. income generated from management and other fees deriving from long-term fund
management contracts, which taken together with costs (excluding exceptional
expenses, bonuses linked to investment returns and the costs associated with
certain employee share schemes) form FRE; and
2. variable income from investments in funds and carried interest, or PRE. PRE
together with FRE forms the EBITDA of the business.
The pro forma results for the year ended 31 December 2024 include ECP as if
the acquisition had completed on 1 January 2024 to provide a clearer
indication of the performance impact of ECP on the Group. A reconciliation
between the pro forma results and the results under IFRS is provided below.
Exceptional items are items of income or expense that are material by size
and/or nature and are not considered to be incurred in the normal course of
business. Exceptional items that are classified as "exceptional" within the
Group Consolidated Statement of Profit or Loss are disclosed separately to
give a clearer presentation of the Group's results. In the year ended 31
December 2024 exceptional expenses within EBITDA predominantly related to
costs relating to the ECP transaction. In the year ended 31 December 2023
exceptional expenses included costs related to the acquisition of the EQT
Credit business and other potential acquisitions. Further explanation of these
items is included within note 9 of the financial statements.
Underlying profit before tax excludes exceptional items and other adjusting
items. Other adjusted items include:
1. Reinstatement of management fees relating to CLOs which are consolidated by
the Group which are otherwise eliminated on consolidation form part of PRE.
2. Adjustments to PRE to exclude: (i) the impact of negative returns in the early
years of a fund due to management fee expenses based on the full committed
capital of the fund exceeding capital growth from deployed invested capital
(typically known as the 'J-curve' and which is considered temporary); and (ii)
PRE attributable to third-party investors that invest in a structured vehicle
that is consolidated under IFRS by the Group, as its inclusion could distort
the view of the amount of PRE attributable to shareholders. Related finance
costs payable to third-party investors are also excluded from finance expenses
and underlying profit before tax.
3. Exclusion of costs relating to grants under certain employee share schemes
that were granted following the IPO which are not considered to be
an alternative to cash-based compensation.
4. Exclusion of the amortisation of intangible assets arising from the
acquisitions of EQT Credit and ECP.
Further explanation of these items is included within note 9 of the financial
statements.
Reconciliation of pro forma underlying income statement to IFRS income
statement
£ million Pro forma ECP results between 1 January 2024 to 19 August 2024 Underlying year ended 31 December 2024 (ECP: from completion date) Exceptionals and adjusted items IFRS year ended 31 December 2024 (ECP: from completion date)
year ended 31 December 2024 (ECP: full year)
Management and other fees 402.9 66.9 336.0 (6.8) 329.2
PRE 138.5 47.8 90.7 7.2 97.9
Other operating income 1.1 0.1 1.0 - 1.0
Total operating income 542.5 114.8 427.7 0.4 428.1
Personnel expenses (184.9) (28.9) (156.0) (58.6) (214.6)
Other operating expenses (63.8) (7.4) (56.4) (10.9) (67.3)
Expenses excluded from FRE** (1.8) - (1.8) 1.8 -
EBITDA 292.0 78.5 213.5 (67.3) 146.2
EBITDA margin (%) 53.8% 68.4% 49.9% N/A 34.2%
FRE 155.3 30.7 124.6 (76.3) 48.3
FRE margin (%) 38.4% 45.8% 37.0% N/A 14.6%
Depreciation and amortisation (18.9) (2.1) (16.8) (19.4) (36.2)
Net finance and other (expense) (35.6) (7.1) (28.5) (0.8) (29.3)
Profit before tax 237.5 69.3 168.2 (87.5) 80.7
Tax (25.6) (14.0) (11.6) - (11.6)
Profit after tax 211.9 55.3 156.6 (87.5) 69.1
** Other excluded personnel expenses include investment linked bonuses and other
personnel expenses relating to corporate development activities. They are
excluded from FRE but are added back to EBITDA. Further details are set out in
the supplementary information: alternative performance measures (APMs) section
below.
Underlying total operating income
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
PRE 138.5 90.7 55.3 150.5% 64.0%
Other operating income 1.1 1.0 1.0 10.0% -
Underlying total operating income 542.5 427.7 321.6 68.7% 33.0%
Pro forma underlying total operating income increased by £220.9 million to
£542.5 million, primarily due to the impact of ECP, and more generally due
to higher management and other fees which increased by £137.6 million to
£402.9 million, an increase of 51.9%.
Pro forma underlying management and other fees of £402.9 million are
attributable to the reporting segments set out below.
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Private equity 238.8 238.8 205.0 16.5% 16.5%
Infrastructure 99.9 33.0 - - -
Credit 61.3 61.3 56.5 8.5% 8.5%
Central 2.9 2.9 3.8 (23.7)% (23.7)%
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
As well as the impact of ECP, underlying management and other fees benefited
from the final commitments to BE VII, the start of BDC V and the growth of fee
paying AUM in our credit business. These increases are partially offset by
declining fees on older funds which are in their divestment phase, where fees
are based upon the remaining invested capital and reduce as investments are
realised.
Pro forma underlying management and other fees of £402.9 million include
catch-up fees totalling £30.4 million comprising BE VII (£22.2 million) and
ECP V (£8.2 million) (31 December 2023: BE VII, £6.8 million).
Pro forma PRE of £138.5 million relates to income from the Group's
co-investment in funds and share of carried interest and has increased by
150.5%. Performance in 2024 includes the contribution of BDC III (private
equity), and ECP IV and the Calpine Continuation Fund (infrastructure), from a
combination of valuation progression and exit activity.
Operating expenses
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Personnel expenses (excluding exceptional expenses and adjusted items) (184.9) (156.0) (126.1) 46.6% 23.7%
Other operating expenses (excluding exceptional expenses) (63.8) (56.4) (45.2) 41.2% 24.8%
Total expenses (excluding exceptional expenses and adjusted items) (248.7) (212.4) (171.3) 45.2% 24.0%
Certain share-based payments (5.9) (5.9) (4.0) 47.5% 47.5%
Excluded expenses, consisting of:
Expenses excluded from FRE (1.8) (1.8) (1.5) 18.7% 18.7%
Exceptional expenses (61.8) (61.8) (47.7) 29.6% 29.6%
Total expenses (318.2) (281.9) (224.5) 41.7% 25.6%
Pro forma personnel expenses (excluding exceptional expenses and adjusted
items) of £184.9 million increased by 46.6%, which reflected the inclusion of
ECP, the impact of higher FTEs and also increased bonus expenses to take into
account the increased number of portfolio exits during the year.
Pro forma personnel expenses (excluding exceptional expenses and adjusted
items) as a percentage of underlying total operating income was 36.5% for the
year ended 31 December 2024, compared to 39.2% for the year ended 31 December
2023. The improvement in the ratio in 2024 was primarily due to an increase
in underlying total operating income.
In the year ended 31 December 2024 reported personnel costs of £214.6 million
included £50.9 million of exceptional costs that primarily related to the ECP
transaction (2023: £0.9 million non-ECP related). They also included £5.9
million of share-based payments (2023: £4.0 million) and £1.8 million of
expenses that do not form part of FRE (2023: £1.5 million of investment
linked bonuses). Further details are contained within the supplementary
information: alternative performance measures (APMs) section.
Pro forma other operating expenses (excluding exceptional expenses) of £63.8
million include the impact of ECP and an increase of costs relating to the
completion of fundraising for BE VII. Other operating expenses (excluding
exceptional expenses) as a percentage of underlying total operating income
was 13.2% for the year ended 31 December 2024 compared to 14.1% for the prior
comparative period.
In 2024 and 2023 exceptional expenses within EBITDA predominantly related to
costs incurred in connection with the acquisition of ECP.
Depreciation and amortisation expense
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Depreciation 17.2 15.1 14.9 15.4% 1.3%
Amortisation of other intangibles 1.7 1.7 0.8 112.5% 112.5%
Total depreciation and amortisation expenses (excluding amortisation 18.9 16.8 15.7 20.4% 7.0%
of intangibles relating to acquisitions)
Amortisation of intangibles relating to acquisitions 19.4 19.4 3.0 546.7% 546.7%
Total depreciation and amortisation expense 38.3 36.2 18.7 104.8% 93.6%
Pro forma depreciation and amortisation expense (excluding amortisation of
intangibles relating to acquisitions) increased from £15.7 million to £18.9
million, which included the impact of ECP and IT software costs.
Amortisation of intangibles includes the amortisation of fund customer
relationships capitalised following the acquisition of the EQT Credit and ECP
businesses. Amortisation relating to acquisition related intangible assets is
not presented on a pro forma basis and has been excluded from the underlying
profitability measures in order to enable a clearer analysis of the Group's
performance.
Finance and other income or expenses
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Interest income on deposits 7.5 6.9 9.0 (16.7)% (23.3)%
Interest expense on borrowings (24.4) (17.5) (1.8) 1,255.6% 872.2%
Net foreign exchange gains/(losses) (12.3) (12.3) (2.4) 412.5% 412.5%
Net other finance and other (expenses)/income (6.4) (5.6) (4.1) 56.1% 36.6%
Net finance and other (expense)/income, excluding exceptional and excluded (35.6) (28.5) 0.7 (5,185.7)% (4,171.4)%
items
Exceptional other (expense)/income (0.8) (0.8) 6.9 (111.6)% (111.6)%
Net finance and other (expense)/income, including exceptional and excluded (36.4) (29.3) 7.6 (578.9)% (485.5)%
items
Finance and other income or expenses include interest income from cash
deposits and interest cost on borrowings, lease related expenses and finance
expense or income on amounts payable to or receivable from related party
investors, along with non-operating foreign exchange gains and losses.
Pro forma net finance and other expenses (excluding exceptional and excluded
items) were £35.6 million, an increase of £36.3 million, including the
interest cost on the US private placement debt that transferred with the ECP
transaction, as well as the costs associated with the notes issued by the
Group during 2024.
The annualised net finance and other expenses will increase in 2025 due to the
additional financing raised by the Group in 2024 and reduced interest income
on cash balances. Had the US private placement notes been in place from 1
January 2024, the interest expense on borrowings would have been approximately
£36.0 million.
Profit before tax
£ million Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Underlying profit before tax 237.5 168.2 133.8 77.5% 25.7%
Exceptional expenses (61.8) (61.8) (47.7) 29.6% 29.6%
Exceptional net finance and other income (0.8) (0.8) 6.9 (111.6)% (111.6)%
PRE adjustments 0.4 0.4 - - -
Certain share scheme expenses (5.9) (5.9) (4.0) 47.5% 47.5%
Amortisation of acquisition related intangible assets (19.4) (19.4) (3.0) 546.7% 546.7%
Profit before tax 150.0 80.7 86.0 74.4% (6.2)%
Underlying profit before tax margin 43.8% 39.3% 41.6% 2.2ppt (2.3)ppt
Pro forma underlying profit before tax was £237.5 million in 2024, an
increase of 77.5% reflecting the increase in EBITDA. The underlying profit
before tax margin was 43.8% for the same period.
Profit before tax, excluding the pro forma impact of ECP, decreased to £80.7
million from £86.0 million in the year ended 31 December 2024 compared to
the same period in 2023. This was primarily due to the exceptional costs
relating to the ECP transaction.
Tax
£ million Year ended 31 December 2024 Year ended 31 December 2023 Change
(%)
Tax (11.6) (15.3) (24.2)%
The tax charge decreased from £15.3 million in 2023 to £11.6 million in
2024. The effective tax rate for the year ended 31 December 2024 was 14.4%
compared to 17.8% for the year ended 31 December 2023. This was primarily due
to movements in deferred tax liabilities. The underlying effective tax rate
for the year ended 31 December 2024 was 6.9% compared to 11.4% for the year
ended 31 December 2023.
As detailed in note 12 to the financial statements, the Group has a lower
effective tax rate than the UK statutory rate. This is largely driven by
timing differences in the taxation of management fee income and by tax loss
carry-forwards in the UK due to certain forms of income that are not subject
to UK corporation tax.
Profit after tax
£ million Year ended 31 December 2024 Year ended 31 December 2023 Change
(%)
Profit after tax 69.1 70.7 (2.3)%
Profit after tax decreased by 2.3% from £70.7 million in 2023 to £69.1
million in 2024.
Earnings per share and dividend per share
£ pence Pro forma* year ended 31 December 2024 (ECP: full year) Year ended 31 December 2024 (ECP: from completion date) Year ended 31 December 2023 (ECP: not included) Change pro forma 24 vs. 23 (%) Change 24 vs. 23 (%)
Basic earnings per share 15.1 8.0 8.7 72.7% (8.0)%
Diluted earnings per share 12.2 6.4 8.7 39.8% (27.2)%
Basic underlying earnings per share 25.7 19.5 14.9 72.6% 30.5%
Diluted underlying earnings per share 20.6 15.5 14.9 37.9% 3.8%
Interim dividend per share 4.6 4.6 4.4 4.5% 4.5%
Final dividend per share 4.6 4.6 4.4 4.5% 4.5%
Basic and diluted underlying earnings per share, excluding the pro forma
impact of ECP, grew by 4.6 pence per share and 0.6 pence per share
respectively, reflecting the increased profitability of the Group. Basic and
diluted pro forma underlying earnings per share would have been 25.7 pence per
share and 20.6 pence per share respectively, reflecting the accretive impact
of the ECP transaction.
The Directors announced an interim dividend of 4.6 pence per share in respect
of the first half of 2024 that was paid in October 2024. This had a cost of
£45.2 million, including related distribution to the sellers of ECP. The
Directors have announced a proposed final dividend of 4.6 pence per share to
be paid on 22 May 2025, subject to shareholder approval. The cost is estimated
to be £38.6 million, plus dividend equivalents paid to non-controlling
interests estimated to be £6.7 million. The actual cost will depend upon the
number of shares in issue when the dividend is paid.
Exposure to foreign exchange
The following foreign exchange rates have been used throughout this review:
Average rate for the year- ended 31 2024 Average rate for the year- ended 31 2023 Rate at Rate at
31 December 2024 31 December 2023
GBP/EUR 1.179 1.149 1.209 1.154
GBP/USD 1.279 1.243 1.252 1.275
The table below sets out the currency exposure for certain reported items,
including the impact of hedging. ECP is included for the full year on a pro
forma basis.
% GBP EUR USD Other
AUM 5.1% 54.6% 40.3% -
Fee Paying AUM 5.9% 66.8% 27.3% -
Pro forma management and other fees 51.0% 24.3% 24.7% -
Pro forma underlying operating expenses 48.4% 20.8% 26.5% 4.3%
Pro forma PRE 23.6% 13.0% 63.4% -
Consolidated balance sheet
Summarised consolidated statement of financial position (IFRS basis) As at 31 December 2024 As at 31 December 2023 Change (%)
£ million
Assets
Non-current assets 1,791.0 582.2 207.6%
Current assets 2,303.9 1,795.5 28.3%
Total Assets 4,094.9 2,377.7 72.2%
Liabilities
Non-current liabilities 2,495.6 1,318.8 89.2%
Current liabilities 408.1 337.7 20.8%
Total Liabilities 2,903.7 1,656.5 75.3%
Net Assets 1,191.2 721.2 65.2%
Equity
Share capital and premium 375.2 289.9 29.4%
Other reserves 53.1 12.6 321.4%
Retained earnings 555.1 418.7 32.6%
Non-controlling interests 207.8 - N/A
Total Equity 1,191.2 721.2 65.2%
Net assets principally comprise cash and investments in money market funds,
the fair value of investments and carried interest receivables from private
equity, infrastructure and credit funds, as well as goodwill arising from the
acquisition of the ECP and EQT Credit businesses.
The IFRS balance sheet includes the full consolidation of the assets and
liabilities of certain CLOs and interests of third party investors, which are
required under IFRS to be presented gross on the balance sheet.
Non-current assets increased by 207.6% to £1,791.0 million and current assets
increased by 28.3% to £2,303.9 million, primarily due to the impact of
additional investments in funds and CLOs, and intangible assets (including
goodwill) recognised as part of the ECP transaction.
The Group has £765.6 million of investments in funds (2023: £301.4 million).
£581.4 million (2023: £260.9 million) relates to private equity funds,
£57.1 million (2023: £40.5 million) relates to credit funds, including
£14.6 million in CLOs (2023: £15.2 million) and £127.1 million in
infrastructure funds (2023: nil). Third party investors hold an interest in
£143.4 million (2023: nil) of fund investments held through structured
vehicles which are consolidated by the Group. Investments in private equity
funds include an investment which is to be sold to third party investors
during the first half of 2025. The Group also has a carried interest
receivable, which is held at a discount under IFRS, of £113.3 million (2023:
£67.3 million).
At 31 December 2024, the Group had cash of £90.8 million (including amounts
in money market funds, but excluding cash belonging to the consolidated
CLOs).
Total liabilities increased by 75.3% to £2,903.7 million. Non-current
liabilities increased 89.2% to £2,495.6 million, primarily
due to an increased level of liabilities owed by consolidated CLOs. Current
liabilities increased by 20.8% to £408.1 million. Excluding the impact of
consolidated CLOs, non-current liabilities increased by 312.9%, due to an
increase in Group borrowings.
Total equity reflects the 2024 profit and additional reserves created as a
result of the ECP transaction, offset by dividends paid, the cost of the share
buyback programmes and a decrease in other reserves due to movements in fair
value of hedging instruments which is partially offset by foreign exchange
movements. This resulted in total equity of £1,191.2 million at 31 December
2024.
The consolidation of certain CLOs could distort how a reader of the financial
statements interprets the balance sheet of the Group. The Group's maximum
exposure to loss associated with its interest in the CLOs is limited to its
investment in the relevant CLOs, which at 31 December 2024 was £99.5 million
(2023: £96.3 million), excluding the investments of non-controlling interest
of £32.8 million (2023: nil).
In addition, a summarised consolidated balance sheet on a non-statutory basis,
excluding third-party investments, CLO assets and liabilities, is included
below.
Summarised condensed consolidated statement of financial position (excluding As at 31 December 2024 As at 31 December 2023 Change
third party investments, CLO assets and liabilities)*
(%)
£ million
Assets
Non-current assets 1,765.3 663.3 166.1%
Current assets 256.7 370.7 (30.8)%
Total Assets 2,022.0 1,034.0 95.6%
Liabilities
Non-current liabilities 688.8 166.8 312.9%
Current liabilities 174.8 146.0 19.7%
Total Liabilities 863.6 312.8 176.1%
Net Assets 1,158.4 721.2 60.6%
Equity
Share capital and premium 375.2 289.9 29.4%
Other reserves 53.1 12.6 321.4%
Retained earnings 555.1 418.7 32.6%
Non-controlling interests 175.0 - N/A
Total Equity 1,158.4 721.2 60.6%
* A full non-statutory consolidated statement of financial position excluding
third-party investments, CLO assets and liabilities (unaudited) is included in
the supplementary information: alternative performance measures (APMs).
Liquidity
The Group's liquidity requirements primarily arise in relation to the funding
of operations and the Group's plans in connection with its expansion and
diversification strategy. The Group funds its business using cash from its
operations (retained profits), capital from shareholders and, from
time-to-time, third-party debt.
Total financial debt and net cash position
£ million As at 31 December 2024 As at 31 December 2023 Change
(%)
Borrowings (excluding capitalised facility costs) (490.3) - N/A
Cash and cash equivalents (excluding CLO cash) 90.8 238.8 (62.0)%
Net (debt)/ cash (excluding consolidated CLO cash) (399.5) 238.8 (267.3)%
At 31 December 2024, the Group had net debt of £399.5 million (2023: net cash
of £238.8 million).
During the year, the Group issued $430.0 million of US private placement
notes. $41.0 million of proceeds were used to refinance a portion of ECP debt,
which had $184.0 million outstanding at 31 December 2024. The remaining
proceeds will be used to provide additional resources to deliver the Group's
strategic growth plans. The new notes are structured in four tranches with
maturities of 3, 5, 7 and 10 years and have an average coupon of 6.17 per
cent. Additionally, the Group has a £250.0 million undrawn revolving credit
facility (2023: £250.0 million undrawn).
As at 31 December 2024, in addition to the liabilities shown on the balance
sheet, the Group had approximately £382.2 million of remaining undrawn
capital commitments to Bridgepoint and ECP funds (2023: £287.3m of remaining
undrawn capital commitments to Bridgepoint funds).
Consolidated cash flows
Summarised consolidated cash flow statement (IFRS basis) Year ended 31 December 2024 Year ended 31 December 2023 Change
£ million (%)
Net cash flows from operating activities 10.8 95.0 (88.6)%
Net cash flows from investing activities (928.9) (320.0) 190.3%
Net cash flows from financing activities 776.1 325.6 138.4%
Net (decrease)/ increase in cash and cash equivalents (142.0) 100.6 (241.1)%
Total cash and cash equivalents at beginning of the year 314.8 220.6 42.7%
Effect of exchange rate changes (13.0) (6.4) 103.1%
Total cash and cash equivalents at the end of the year 159.8 314.8 (49.2)%
of which: cash and cash equivalents at the end of the year (for use within the 90.8 238.8 (62.0)%
Group)
of which: CLO cash (restricted for use within relevant CLO) 69.0 76.0 (9.2)%
Total cash and cash equivalents at the end of the year 159.8 314.8 (49.2)%
Net cash inflows from operating activities for the year ended 31 December 2024
were £10.8 million. The decrease of £84.2 million in the net cash flows from
operating activities compared to the year ended 31 December 2023 was due the
payment of costs relating to the ECP transaction which offset increased
underlying profitability.
Operating cash flows, excluding the payment of exceptional costs relating to
the ECP transaction, represented 102.9% of FRE demonstrating the cash
generation of the business (2023: 124.2%). On a pro forma basis, operating
cash flows for the year ended 31 December 2024, including ECP from 1 January
but excluding exceptional items, would have represented 100.4% of FRE.
Net cash outflows from investing activities include investments into the
Group's funds, offset by proceeds from carried interest and distributions from
funds. Net cash outflows from investing activities for the year ended 31
December 2024 were £928.9 million; this was made up of cash consideration
paid to the ECP vendors, net of cash acquired as a component of the purchase
consideration, net investments of £289.1 million into funds and net cash
outflows of £488.5 million into the Group's CLOs, which reflects the impact
of the launch of CLO VII and the warehousing of CLO VIII (both of which are
consolidated).
Net cash inflows from financing activities include movements in the borrowings
of the Group, funds drawn and repaid to consolidated CLO investors and
payments to shareholders. For the year ended 31 December 2024 net cash inflows
from financing activities totalled £776.1 million, which primarily related to
the net proceeds from the issue of US private placement notes of £293.3
million, net cash inflows of CLO cash from investors in CLO VI and VII (which
are consolidated) of £456.3 million, offset by distributions paid to
shareholders and non-controlling interests of £80.1 million and payments to
acquire shares as part of the share buyback programme, which totalled £9.8
million by the end of the year.
In addition to £90.8 million of its own cash at 31 December 2024, the Group
had £69.0 million recorded on the balance sheet as consolidated CLO cash
which was held by the consolidated CLO vehicles, legally ring-fenced and not
available for use by the Group.
The consolidated cash flow statement includes the gross cash inflows and
outflows for the period in respect of the consolidated CLOs, and cash held at
31 December 2024 for those CLOs which are required to be consolidated. This
could distort how a reader of the financial statements interprets the cash
flows of the Group, therefore a cash flow statement without the consolidated
CLO vehicles is presented below.
Summarised consolidated cash flow statement (excluding cash flows relating to Year ended 31 December 2024 Year ended 31 December 2023 Change
third-party CLOs and other investors, non-statutory)(*)
(%)
£ million
Net cash flows from operating activities (excluding third-party CLOs and other 17.6 95.0 (81.5)%
investors)
Net cash flows from investing activities (excluding third-party CLOs and other (365.4) 94.3 (487.5)%
investors)
Net cash flows from financing activities (excluding third-party CLOs and other 209.2 (140.8) (248.6)%
investors)
Net (decrease)/ increase in cash and cash equivalents (excluding third-party (138.6) 48.5 (385.8)%
CLOs and other investors)
Cash and cash equivalents at beginning of the year (excluding third-party CLOs 238.8 196.0 21.8%
and other investors)
Effect of exchange rate changes on cash and cash equivalents (excluding (9.4) (5.7) (64.9)%
consolidated CLOs)
Net cash at the end of the year (excluding third-party CLOs and other 90.8 238.8 (62.0)%
investors)
* A full non-statutory consolidated cash flow statement excluding cash flows
relating to third-party CLOs and other investors (unaudited) is included in
the supplementary information: non-statutory consolidated financial statements
section.
Key risks
The Group's risk management framework is designed to identify a broad range
of risks and uncertainties which it believes could adversely impact the
stability and financial prospects of the Group. A similar and parallel
process is also undertaken with respect to risks facing the funds managed by
the Group and as required by applicable regulatory regimes. As part of each of
these frameworks and processes, ESG-related risks are actively considered.
The following section sets out the Group's key risks as identified during the
risk management process, with details of the primary mitigating actions,
controls or monitors for each of these risks.
The key risks are described based on the Group's combined assessment of the
likelihood of each risk eventuating and the impact of each risk on the Group
as a whole after the Group's controls and mitigants are taken into account.
Additional risks and uncertainties that the Group may face, including those
that are not currently known or that the Group currently deems immaterial, may
individually or cumulatively also have a material effect on the Group's
business, results of operations and/or financial condition.
Fundraising challenges
Description Mitigation
Funds under management by the Group typically have a finite life and a finite The Group's capital raising efforts are supported by an in-house global
amount of commitments from fund investors. Once a fund nears the end of its investor services team, which utilises the Group's data and technology
investment period, the Group raises additional or successor funds in order to capabilities. The Group has expanded this team globally, with a greater number
keep making investments in that strategy and earn management fees (although of professionals in a greater number of locations across the network.
funds and investment vehicles continue to earn management fees after the
expiration of their investment periods, they generally do so at a reduced The Group has also made efforts to broaden its investor base, both in terms of
rate). the number of investors across the platform and the geographic spread of such
investors. In particular, the introduction of new products and strategies to
The alternative investment management sector is intensely competitive, with the Group through growth or acquisition, such as through the combination with
the Group competing with a number of others for investor capital, including ECP, has also helped to broaden the investor base by investor type, geography
sponsors of public and private investment funds. Fundraising markets remained and investment strategy.
congested in 2024. If there were a greater number of competing products
promoting similar or higher rates of return than those achieved by the funds As a leading middle market investor, the Group offers
offered by the Group, the attractiveness of Group funds to investors could
investors a differentiated approach arising from its global reach and ability
decrease and Group funds could experience reduced investor commitments. to deploy capital across middle market strategies. This differentiation
insulates the Group, to some extent, against the competitive pressures arising
The inability to raise additional or successor funds (or raise successor funds in respect of attracting fund investors.
of a comparable size to predecessor funds), or a change in the terms on which
investors are willing to invest, could have a material adverse impact on the
Group's business, revenue, net income, cash flows or the ability to retain
employees.
Law and regulation
Description Mitigation
The international nature of the Group's business, with corporate and fund The Group is supported by a Legal and Compliance team that provides guidance
entities located in multiple jurisdictions and a diverse investor base, makes to the business on its regulatory and legal obligations. As the Group expands
it subject to a wide range of laws and regulations. It is supervised by a into new products and strategies, the Group ensures that this team is well
number of regulators, including the Financial Conduct Authority in the UK, the placed to address the increasing and developing framework of applicable
Securities and Exchange Commission in the United States, the Autorité des regulation faced by the Group.
Marchés Financiers in France and the Commission de Surveillance du Secteur
Financier in Luxembourg. Failure to comply with applicable laws and The Group monitors regulatory and legislative changes in the jurisdictions
regulations may put the Group at risk of fines, lawsuits or reputational in which it operates and interacts with regulators and industry bodies to
damage. stay informed of regulatory changes. It also proactively takes actions to
comply with any changes in law or regulation.
As the Group expands into new products and strategies, the laws and
regulations that apply to the Group also expands, often in a way which Employees of the Group are provided with periodic training on the laws and
overlaps and requires complex review, assessment and regulatory regulations relevant to the Group.
implementation.
Increased law and regulation may impact the Group's operating entities, funds,
and the markets and sectors in which the Group's investment strategies invest
or from which capital is raised.
Changes in macroeconomic environment
Description Mitigation
Macroeconomic events may contribute to volatility in financial and global The Group's business model is predominantly based on illiquid, closed-end
markets which can adversely impact the Group's business by reducing the value funds which allow investment teams to remain disciplined throughout economic
or performance of the investments made by the Group's funds as well as the cycles. In addition, the Group actively manages fund portfolios as well as the
availability of financial resources available to the Group. These pressures Group's liquidity and operations to ensure resilience across a range of
may result in challenges in finding investment opportunities for funds as well macroeconomic outcomes.
as challenges in exiting existing investments to realise value for investors.
This could in turn affect the Group's ability to raise new funds and The expansion of the Group into different strategies can help to mitigate the
materially reduce its profitability. impact of macroeconomic changes, as different classes will react differently
to macroeconomic impacts. For example higher interest rates may benefit the
For example, rising interest rates may adversely impact multiples and discount Group's credit strategy.
rates used for investment valuations. Higher interest rates may also reduce
the Group's ability to secure favourable financing, both for the Group itself The Group's senior management and strategy leadership regularly update the
and for the funds it manages. business on economic trends and outlooks to aid investment teams and corporate
functions in anticipating and proactively addressing macroeconomic risks.
Fund underperformance
Description Mitigation
In the event that certain of the funds managed by the Group were to perform The Group's investment strategies each have in place a robust and disciplined
unsatisfactorily, in particular if this were the case for a larger fund (for investment process where investments are analysed and selected by investment
example, the current ECP flagship fund, Bridgepoint Europe VII, or their focused committees. Each strategy will also regularly review and monitor
successors), this may adversely affect the Group's business, brand and investment performance and delivery of investment objectives. Any 'at risk'
reputation and lead to difficulties for the Group in attracting fund investors investments are subject to particular focus and specialist attention. For
and raising capital for new funds in the future. example, such investments are reviewed by the Portfolio Working Group within
the Group's private equity strategy.
Investment processes not only evaluate and mitigate the risks inherent in
particular investments or divestments, but also ensure that decisions are
taken in accordance with the relevant fund's investment strategy and governing
documents. This includes limiting fund exposure to individual investments, and
diversifying investments in terms of sectors and geographies.
Deal flow is driven by the Group's sector strategy which is continually
refined to take advantage of market conditions, including changes in
competitive pressures. The Group's investment approach has evolved through
different economic cycles, helping it to resist temporary pressures.
The introduction of new products and strategies to the Group, such as
following the combination with ECP, helps to reduce dependence on performance
of any individual fund.
Decreased pace or size of investments
made by Group funds
Description Mitigation
The Group's revenue is driven in part by the pace at which the funds it The pace of investment is kept under close review by the leadership of each of
manages make investments and the size of those investments, and a decline in the Group's strategies to ensure that it is maintained at a level that is
the pace or the size of such investments may reduce the Group's revenue. appropriate for market conditions and is in line with broader strategic
objectives.
Many factors could cause a decline in the pace of investment, including the
inability of the Group's investment professionals to identify attractive The Group maintains an ongoing dialogue with its investors and is sensitive to
investment opportunities, decreased availability of capital on attractive their concerns regarding investment and realisation pace. These concerns are
terms and the failure to consummate identified investment opportunities taken into consideration when setting the short and long-term strategy of a
because of business, regulatory or legal complexities, or uncertainty and fund, and where necessary investor consent can be sought to modify investment
adverse developments in the global economy or financial markets. periods to align with a pace of investment that is reasonably and responsibly
achievable.
The Group competes for investment opportunities for the funds it manages, and
such competition is based primarily on the pricing, terms and structure of a
proposed investment and certainty of execution. Private market transactions
have at times been characterised by changeable and often high pricing, which
can make the deployment of capital more difficult.
A failure to deploy committed capital in a timely manner may have a negative
impact on investment performance and the ability to raise new funds.
Personnel and key people
Description Mitigation
The Group's personnel, including its investment professionals and specialist The Group places an emphasis on active engagement with its people to better
teams, are highly important to the Group's business and the implementation of understand their needs, and to focus on progression and professional
its strategy, and the market for such persons is highly competitive. The development. The Group also ensures competitive reward schemes are in place
Group's continued success is therefore dependent upon its ability to retain for all employees. Rewards are weighted towards performance and therefore
and motivate its personnel and to strategically recruit new talented provide long-term alignment with fund investors and other key stakeholders,
professionals. ultimately driving value for the Group. For senior management, these include a
blend of short and long-term incentives.
In particular, the Group depends on the skills, reputations and business
networks of its executive management and other key senior team members and The Group undertakes ongoing succession planning and invests in leadership
the information and deal flow they generate. development.
Information technology and cyber security
Description Mitigation
The Group relies on the secure processing, storage, and transmission of The Group's information security program is designed to prevent and respond to
confidential and other information in the Group's computer systems and current and emerging cyber-threats facing the Group. The Group's IT accounts
networks. Cyber-security incidents and cyber-attacks continue to be a feature are protected using multi-factor authentication to significantly reduce
of the global economy and as an increasingly global business, the Group faces identity-based attacks and digital assets are protected from exploitation
various cyber-security threats on a regular basis. This includes ongoing through a robust patching and vulnerability management program.
cyber-security threats to, and attacks on, digital and information technology
infrastructure that is intended to gain access to proprietary information, Employees receive training, including simulations, to continually raise
destroy data or disable or degrade or sabotage systems. vigilance and to promote positive security behaviours. Employee devices are
also secured to industry standards and technologies are used to enable
Cyber-security failures, technology failures or data security breaches could seamless and secure remote access.
result in the confidentiality, integrity or availability of data being
negatively affected, causing disruption or damage to the Group's business. The Group conducts annual external offensive and penetration tests that
validate the effectiveness of controls, and aide further protection. The
Group's digital infrastructure is entirely cloud hosted, with resiliency
designed into it. In-house and external cyber experts monitor and respond to
any abnormal activity. The Group maintains an annually tested IT disaster
recovery and cyber incident response plan.
Third-party service providers
Description Mitigation
Certain of the Group's activities and funds depend on the services of The Group ensures appropriate due diligence is undertaken in respect of
third-party service providers, including those providing banking and foreign third-party service providers prior to appointment, and appropriate monitoring
exchange, professional advisory, information technology, insurance broking, and oversight of appointed third-party service providers is undertaken on a
depository and alternative investment administration and management services. periodic basis.
The Group is subject to the risk of errors, failure, or regulatory As the Group expands into new products and strategies, a greater range of
non-compliance by such persons, which may be attributed to the Group and third-party service providers is typically utilised, reducing exposure to, and
subject it or the funds it manages to reputational damage, business reliance on, any one service provider.
disruption, penalties or losses.
Financial information
Consolidated Statement of Profit or Loss
for the year ended 31 December
Note 2024 2023
£ m
£ m
Management and other fees 6 329.2 265.3
Carried interest 6 59.1 30.0
Fair value remeasurement of investments 6 38.8 25.3
Other operating income 1.0 1.0
Total operating income 428.1 321.6
Personnel expenses 7 (214.6) (132.5)
Other operating expenses 8 (67.3) (92.0)
EBITDA* 146.2 97.1
Depreciation and amortisation expense 10 (36.2) (18.7)
Finance and other income 11 7.8 16.7
Finance and other expenses 11 (37.1) (9.1)
Profit before tax* 80.7 86.0
Tax 12 (11.6) (15.3)
Profit after tax 69.1 70.7
Attributable to:
Equity holders of the parent 64.8 70.7
Non-controlling interests 24 (d) 4.3 -
69.1 70.7
Pence Pence
Basic earnings per share 13 8.0 8.7
Diluted earnings per share 13 6.4 n/a
* Exceptional expenses of £61.8m (2023: £47.7m) are included in EBITDA. Profit
before tax includes exceptional expenses of £62.6m (2023: £47.7m) and nil
exceptional income (2023: £6.9m). Details of exceptional items are included
in note 9.
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December
Note 2024 2023
£ m
£ m
Profit after tax 69.1 70.7
Items that may be reclassified to the statement of profit or loss in
subsequent years:
Exchange differences on translation of foreign operations 10.6 (5.8)
Change in the fair value of hedging instruments 21 (b) 14.0 8.6
Change in the time value of foreign exchange options 21 (b) (0.1) 0.1
Reclassifications to the Consolidated Statement of Profit or Loss 21 (b) 0.3 1.3
Total tax on components of other comprehensive income 12 (c) (3.3) (2.2)
Other comprehensive income net of tax 21.5 2.0
Total comprehensive income net of tax 90.6 72.7
Total comprehensive income attributable to:
Equity holders of the parent 83.2 72.7
Non-controlling interests 24 (d) 7.4 -
90.6 72.7
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Financial Position
as at 31 December
Note 2024 2023
£ m
£ m
Assets
Non-current assets
Property, plant and equipment 14 88.3 73.7
Goodwill and intangible assets 15 789.9 116.6
Carried interest receivable 16 113.3 67.3
Fair value of fund investments 17 (a), (b) 765.6 301.4
Trade and other receivables 17 (a), (f) 33.9 23.2
Total non-current assets 1,791.0 582.2
Current assets
Consolidated CLO assets* 17 (a), (d) 1,978.2 1,348.8
Trade and other receivables 17 (a), (f) 139.5 118.2
Derivative financial assets 17 (a), (e) 26.4 6.2
Other investments 17 (a), (c) - 7.5
Cash and cash equivalents 17 (a), (g) 90.8 238.8
Consolidated CLO cash* 17 (a), (g) 69.0 76.0
Total current assets 2,303.9 1,795.5
Total assets 4,094.9 2,377.7
Liabilities
Non-current liabilities
Trade and other payables 18 (a), (b) 35.6 13.1
Other financial liabilities 18 (a), (d) 159.4 50.1
Fair value of consolidated CLO liabilities* 18 (a), (e) 1,696.2 1,152.0
Borrowings 18 (c) 485.3 -
Lease liabilities 18 (a),19 74.4 69.7
Deferred tax liabilities 23 44.7 33.9
Total non-current liabilities 2,495.6 1,318.8
Current liabilities
Trade and other payables 18 (a), (b) 157.1 132.5
Lease liabilities 18 (a), 19 13.5 11.9
Derivative financial liabilities 18 (a), (g) 4.2 1.6
Consolidated CLO liabilities* 18 (a), (e) 20.6 14.9
Consolidated CLO purchases awaiting settlement* 18 (a), (f) 212.7 176.8
Total current liabilities 408.1 337.7
Total liabilities 2,903.7 1,656.5
Net assets 1,191.2 721.2
Equity
Share capital 24 (a) 0.1 0.1
Share premium 24 (a) 375.1 289.8
Other reserves 24 (c) 53.1 12.6
Retained earnings 555.1 418.7
Equity attributable to owners of the parent 983.4 721.2
Non-controlling interests 24 (d) 207.8 -
Total equity 1,191.2 721.2
* Details of the Group's interest in consolidated Collateralised Loan
Obligations ("CLOs") are included in note 18 (d). Total Group exposure to
consolidated CLOs is £117.7m (2023: £81.1m) at 31 December 2024. The Group's
investment in CLOs which are not consolidated is £14.6m (2023: £15.2m) and
is included within fair value of fund investments. Total equity holders'
exposure in the CLOs is £99.5m at 31 December 2024 (2023: £96.3m), excluding
the interests of non-controlling interests of £32.8m (2023: £nil). A
non-statutory Consolidated Statement of Financial Position, excluding
consolidated CLOs is presented in the supplementary information: non-statutory
consolidated financial statements section.
Consolidated Statement of Changes in Equity
for the year ended 31 December
Note Share Share Other Retained earnings Total equity attributable to owners Non-controlling Total
capital
premium
reserves
£ m
of the parent
equity
£ m
£ m
£ m
interests
£ m
£ m
£ m
At 1 January 2024 0.1 289.8 12.6 418.7 721.2 - 721.2
Profit for the year - - - 64.8 64.8 4.3 69.1
Other comprehensive income - - 21.6 (3.2) 18.4 3.1 21.5
Total comprehensive income - - 21.6 61.6 83.2 7.4 90.6
Share-based payment 7 (a) - - 33.1 - 33.1 5.5 38.6
Vested share-based payments 24 (c) - - (14.2) 14.2 - - -
Acquisition of subsidiaries 4 - - - 198.0 198.0 232.7 430.7
Transactions with non-controlling interests 24 (d) 85.3
0.0 - (54.3) 31.0 (31.0) -
Share buyback 24 (c) - - - (9.8) (9.8) - (9.8)
Dividends and dividend equivalents 25 - - - (73.3) (73.3) (6.8) (80.1)
At 31 December 2024 0.1 375.1 53.1 555.1 983.4 207.8 1,191.2
Note Share Share Other Retained earnings Total
capital
premium
reserves
£ m
equity
£ m
£ m
£ m
£ m
At 1 January 2023 0.1 289.8 9.1 473.7 772.7
Profit for the year - - - 70.7 70.7
Other comprehensive income - - 4.2 (2.2) 2.0
Total comprehensive income - - 4.2 68.5 72.7
Share-based payment expense 7 (a) - - 4.0 - 4.0
Vested share-based payments 24 (c) - - (4.7) 4.7 -
Share buyback 24 (c) - - - (60.2) (60.2)
Dividends 25 - - - (68.0) (68.0)
At 31 December 2023 0.1 289.8 12.6 418.7 721.2
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Cash Flows
for the year ended 31 December
Note 2024 2023
£ m
£ m
Cash flows from operating activities
Cash generated from operations 26 (a) 12.3 99.7
Tax paid (1.5) (4.7)
Net cash inflow from operating activities 10.8 95.0
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months 17 (g) - 100.0
Acquisition of subsidiaries, net of cash acquired 4 (162.8) -
Payment for foreign exchange option premium in connection with acquisition - (3.8)
Receipts from investments (non-CLO) 90.1 83.6
Purchase of investments (non-CLO) (379.2) (46.9)
Receipt / purchase of other investments (non-CLO) 17 (c) 7.5 (7.5)
Interest received (non-CLO) 6.9 8.5
Receipts from investments (consolidated CLOs) 640.7 302.0
Purchase of investments (consolidated CLOs) (1,129.2) (751.9)
Payments for property, plant and equipment and intangible assets 14 (2.9) (4.0)
Net cash outflow from investing activities (928.9) (320.0)
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and 25 (80.1) (68.0)
non-controlling interests
Share buyback 24 (c) (9.8) (60.2)
Receipts from disposal of subsidiary investments 32.5 -
Proceeds from the issue of US private placement notes 325.1 -
Repayment of US private placement notes (31.8) -
Drawings from related party investors in intermediate fund holding entities 126.3 1.2
Distributions to related parties in intermediate fund holding entities (12.8) -
Principal elements of lease payments (15.4) (6.6)
Drawings on bank facilities (non-CLO) 189.5 -
Repayment of bank facilities (non-CLO) (189.5) -
Drawn funding (consolidated CLOs) 374.8 148.7
Repayment of CLO borrowings (consolidated CLOs) (526.2) (258.5)
Cash from or (paid to) CLO investors (consolidated CLOs) 607.7 576.2
Interest paid (non-CLO) (14.2) (7.2)
Net cash inflow or (outflow) from financing activities 776.1 325.6
Net increase or (decrease) in cash and cash equivalents (142.0) 100.6
Total cash and cash equivalents at the beginning of the year 314.8 220.6
Effect of exchange rate changes on cash and cash equivalents (13.0) (6.4)
Total cash and cash equivalents at the end of year 159.8 314.8
Cash and cash equivalents (for use within the Group) 17 (g) 90.8 238.8
Consolidated CLO cash (restricted for use within relevant CLO) 17 (g) 69.0 76.0
Total cash and cash equivalents at the end of year 159.8 314.8
1. The Consolidated Statement of Cash Flows includes those cash flows relating to
third-party CLOs and other investors. A non-statutory Consolidated Statement
of Cash Flows (unaudited) excluding the impact of third-party CLOs and other
investors is included in the supplementary information: non-statutory
consolidated financial statements section.
The notes to the accounts form an integral part of these financial statements.
Company Statement of Financial Position
As at 31 December
Note 2024 (Restated*)
£ m
2023
£ m
Assets
Non-current assets
Investments in subsidiaries and other Group affiliates 29 1,375.0 1,026.9
Trade and other receivables 17 (a), (f) - -
Deferred tax assets 23 - -
Total non-current assets 1,375.0 1,026.9
Current assets
Trade and other receivables 17 (a), (f) 39.2 8.4
Cash and cash equivalents 17 (a), (g) 0.7 139.7
Derivative financial assets 17 (a), (e) - 3.9
Total current assets 39.9 152.0
Total assets 1,414.9 1,178.9
Liabilities
Current liabilities
Trade and other payables 18 (a), (b) 8.5 140.8
Total liabilities 8.5 140.8
Net assets 1,406.4 1,038.1
Equity
Share capital 24 (a) 0.1 0.1
Share premium 24 (a) 375.1 289.8
Other reserves 24 (c) 596.7 574.4
Retained earnings 434.5 173.8
Total equity 1,406.4 1,038.1
* See note 1 for details of the restatement. There is no impact on the Group's
consolidated statement of financial position at 31 December 2023.
The Company's profit for the year was £327.6m (2023 restated: loss of
£44.4m).
The notes to the accounts form an integral part of these financial statements.
Company Statement of Changes in Equity
for the year ended 31 December
Note Share Share Other Retained Total
capital
premium
reserves
equity
£ m
£ m
earnings
£ m
£ m
£ m
At 1 January 2024 0.1 289.8 574.4 173.8 1,038.1
Profit for the year - - - 327.6 327.6
Other comprehensive income - - (0.1) - (0.1)
Total comprehensive loss - - (0.1) 327.6 327.5
Share-based payment 7 (a) - - 38.6 - 38.6
Vested share-based payments 24 (c) - - (16.2) 16.2 -
Share issuance 0.0 85.3 - - 85.3
Share buyback 24 (c) - - - (9.8) (9.8)
Dividends and dividend equivalents 25 - - - (73.3) (73.3)
At 31 December 2024 0.1 375.1 596.7 434.5 1,406.4
Note Share Share Other (Restated*) Total
capital
premium
reserves
equity
£ m
£ m
Retained
£ m
£ m
earnings
£ m
At 1 January 2023 0.1 289.8 575.0 341.7 1,206.6
Loss for the year - - - (44.4) (44.4)
Other comprehensive income - - 0.1 - 0.1
Total comprehensive income - - 0.1 (44.4) (44.3)
Share-based payment expense 7 (a) - - 4.0 - 4.0
Vested share-based payments 24 (c) - - (4.7) 4.7 -
Share buyback 24 (c) - - - (60.2) (60.2)
Dividends 25 - - - (68.0) (68.0)
At 31 December 2023 0.1 289.8 574.4 173.8 1,038.1
* See note 1 for details of the restatement. There is no impact on the Group's
retained earnings at 31 December 2023.
The notes to the accounts form an integral part of these financial statements.
Company Statement of Cash Flows
for the year ended 31 December
Note 2024 (Restated*)
£ m
2023
£ m
Cash flows from operating activities
Cash generated from operations 26 101.0 107.2
Net cash inflow from operating activities 101.0 107.2
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months - 50.0
Payment for foreign exchange option premium in connection with acquisition - (3.8)
Interest received 4.1 4.7
Net cash inflow/(outflow) from investing activities 4.1 50.9
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company 25 (73.3) (68.0)
Dividend income received from subsidiaries 37.8 -
Drawings on bank facilities 189.5 -
Repayment of bank facilities (189.5) -
Subsidiary funding (198.2) -
Share buyback 24 (c) (9.8) (60.2)
Interest paid - (1.0)
Net cash (outflow) from financing activities (243.5) (129.2)
Net (decrease)/increase in cash and cash equivalents (138.4) 28.9
Cash and cash equivalents at the beginning of the year 139.7 114.0
Effect of exchange rate changes on cash and cash equivalents (0.6) (3.2)
Cash and cash equivalents at the end of year 17 (g) 0.7 139.7
* See note 1 for details of the restatement. There is no impact on the Group's
cash flows for the year ended 31 December 2023.
The notes to the accounts form an integral part of these financial statements.
Notes to the consolidated and Company financial statements
1 General information and basis of preparation
General information
Bridgepoint Group plc (the "Company") is a public company limited by shares,
incorporated, domiciled and registered in England and Wales. The Company's
registration number is 11443992 and the address of its registered office is 5
Marble Arch, London, W1H 7EJ.
The financial information set out in this preliminary announcement does not
constitute the Company's statutory accounts for the year ended 31 December
2024 or 31 December 2023. The financial information for 2023 is derived from
the statutory accounts for that year which have been delivered to the Register
of Companies. The auditors reported on those accounts: their report was
unqualified, did not draw attention to any matters by way of emphasis and did
not contain a statement under s498(2) or (3) of the Companies Act 2006. The
statutory accounts for the year ended 31 December 2024 will be finalised on
the basis of the financial information presented by the directors in this
results announcement and will be delivered to the Registrar of Companies
following the Company's annual general meeting.
The principal activity of the Company and entities controlled by the Company
(collectively, the "Group" or "Bridgepoint Group") is to act as a private
equity, credit and infrastructure fund manager.
Basis of preparation
The consolidated financial statements for the year ended 31 December 2024
comprise the financial statements of the Group and the Company.
The consolidated financial statements of the Group and the Company's financial
statements have been prepared in accordance with UK-adopted international
accounting standards and in conformity with the requirements of the Companies
Act 2006, as applicable to companies reporting under those standards. The
financial statements have been prepared on a historical cost basis, except for
financial instruments measured at fair value through profit and loss.
The principal accounting policies applied in the preparation of the financial
statements are set out within note 2. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
The preparation of the financial statements in conformity with international
accounting standards requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of
applying the Group's accounting policies. Details of the critical judgements
and key sources of estimation uncertainty are set out in note 3. Actual
results may differ from these estimates.
The financial statements are presented in pounds sterling and all values are
rounded to the nearest £0.1m except where otherwise indicated.
Adoption of new and amended standards and interpretations
The Group has adopted all relevant amendments to existing standards and
interpretations issued by the International Accounting Standards Board, and
endorsed by the UK, that are effective from 1 January 2024 with no material
impact on its consolidated results or financial position.
The Group did not implement the requirements of any other standards or
interpretations that were in issue but were not required to be adopted by the
Group at the year-end date. No other standards or interpretations have been
issued that are expected to have a material impact on the Group's consolidated
financial statements.
Going concern
The consolidated financial statements have been prepared on a going concern
basis. The Directors have a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for a period of
at least 12 months from the date of issue of these financial statements. In
forming this conclusion the Directors have assessed the business risks,
financial position and resources of both the Group and Company.
Company financial statements
As permitted by section 408 of the Companies Act 2006, the Company Statement
of Profit or Loss and the Statement of Comprehensive Income are not presented
as part of these financial statements. The Company's profit for the year
amounted to £327.6m (2023 restated: loss of £44.4m).
Exceptional costs accrued by a Group subsidiary in the previous financial
statement for the year ended 31 December 2023 totalling £9.1m have been
recognised by the Company. The adjustment increased the loss for the year
ended 31 December 2023 from £35.3m to £44.4m, resulting a decrease in
retained earnings and an increase in trade and other payables by the same
amount in 2023. There is no impact for the Group.
2 Accounting policies
(a) Basis of consolidation
The consolidated financial statements include the comprehensive gains or
losses, the financial position and the cash flows of the Company, its
subsidiaries and the entities that the Group is deemed to control, drawn up to
the end of the relevant period, which includes elimination of all intra-group
transactions. Uniform accounting policies have been adopted across the Group.
Assessment of control
The Group controls an investee (entity) if, and only if, the Group has all of
the following:
• power over the investee (i.e. existing rights that give it the current ability
to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the
investee; and
• ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
When the Group holds less than a majority of the voting rights of an investee,
it has power over the investee when the voting rights are sufficient to give
it the practical ability to direct the relevant activities of the investee
unilaterally. The Group considers all relevant facts and circumstances in
assessing whether or not the Group's voting rights in an investee are
sufficient to give it power, including:
• the size of the Group's holding of voting rights relative to the size and
dispersion of holdings of the other vote holders;
• potential voting rights held by the Group, other vote holders or other
parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Group has, or
does not have, the current ability to direct the relevant activities at the
time when decisions need to be made, including voting patterns at previous
shareholders' meetings.
The assessment of control is based on all relevant facts and circumstances and
the Group reassesses its conclusion if there is an indication that there are
changes in facts and circumstances.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control over the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the Consolidated Statement of Comprehensive
Income from the date the Group gains control until the date when the Group
ceases to control the subsidiary.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
When the Group consolidates an entity which has an interest held by a third
party, it assesses whether the third party's interest represents equity or a
financial liability to the Group, using the substance of the relevant
contractual terms. If the profit share is calculated based on a contractually
defined and pre‐agreed percentage which is set out within relevant limited
partnership agreements, and the Group does not have discretion regarding the
residual payments to third parties, the third-party interests are classified
as a financial liability and measured at fair value through profit and loss.
A non-controlling interest arises when the Group does not own all of a
subsidiary, but the Group retains control. In situations where the contract
results in a residual interest in the assets of the investee after deducting
all of the investee's liabilities, a non-controlling interest in subsidiaries
is identified separately from the Group's equity therein. Interests of
non-controlling shareholders that are present ownership interests entitling
their holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling interests'
proportionate share of the fair value of the acquiree's identifiable net
assets. The choice of measurement is made on an acquisition-by-acquisition
basis. Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the
non-controlling interests' share of subsequent changes in equity.
(b) Foreign currencies
Presentation currency
The financial statements are presented in pounds sterling, which is the
Company's functional currency and also the presentational currency for the
Company and Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency
using the opening spot exchange rate for the month in which the transaction
occurs as an approximation for the actual rate at the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates, are generally
recognised in profit or loss.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated to the functional currency at the
applicable foreign currency exchange rate on the date the fair value was
determined. Non-monetary items in a foreign currency that are measured in
terms of historical cost are translated using the exchange rate on the date of
the transaction.
Foreign operations
The results and financial position of foreign operations that have a
functional currency different from the presentational currency are translated
into the presentational currency of the Group as follows:
• assets and liabilities for each statement of financial position presented are
translated at the closing rate at the date of that statement of financial
position;
• income and expenses for each statement of profit or loss presented are
translated at opening spot rate for the month; and
• all resulting exchange differences are recognised in other comprehensive
income.
(c) Operating income
Operating income primarily comprises management and other fees, carried
interest income and investment income from the management of investments in
private equity, infrastructure and credit fund partnerships. The parties to
agreements for fund management services comprise the Group and the investors
of each fund as a body. Accordingly, the group of investors of each fund are
identified as a customer for accounting purposes.
Income is measured based on the consideration specified in the contracts and
excludes amounts collected on behalf of third parties, discounts and value
added taxes.
Management and other fees
The Group earns management fees from the provision of investment management
services to funds. The services are treated as a single performance obligation
because they are substantially the same and have the same pattern of transfer
to the customer.
Management fees are recognised over the life of each fund, which is generally
10 to 12 years.
Management fees are based on an agreed percentage of either committed or
invested capital, depending on the fund and the stage of its life. Fees are
billed in accordance with the relevant limited partnership agreement and are
either billed semi-annually or quarterly in advance or arrears.
Other fees may also comprise fees and commissions relating to provision of
services to third parties.
Carried interest
The Group receives a share of fund profits through its holdings in founder
partnerships as variable consideration which is dependent on the level of
fund returns. The entitlement to carried interest and the amount is determined
by the level of accumulated profits exceeding an agreed threshold (the
"hurdle") over the lifetime of each fund. The carried interest income is only
recognised to the extent it is highly probable that there would not be a
significant reversal of any accumulated revenue recognised by the end of a
fund, for example, due to changes in the expectation of future fund
performance. The reversal risk is managed through the application of
discounts. This is explained further within note 3.
The carried interest receivable represents a contract asset under IFRS 15
"Revenue from Contracts with Customers" ("IFRS 15") as the services have been
transferred to a customer. Amounts are typically presented as non-current
assets unless they are expected to be received within the next 12 months.
Fair value remeasurement of investments
Fair value remeasurement of investments primarily derives from the Group's
investments in private equity, infrastructure and credit funds (including
CLOs). Details of the valuation of such investments is explained further
within note 3.
Fair value remeasurement of investments also includes the Group's share of CLO
interest income.
Other operating income
Other operating income includes fees and commissions receivable by the Group's
procurement consulting business, PEPCO Services LLP, and fees in relation to
services provided to fund portfolio companies for board members where
permitted under the relevant fund partnership agreement. It also includes
income earned from other investments including, but not limited to, loans made
to fund portfolio companies. Interest income is accrued on the principal
amount of the loans based on the contractual interest rate.
Amounts are recognised in the Consolidated Statement of Profit or Loss on an
accrual basis.
(d) Deferred acquisition costs
Professional costs, particularly legal and other adviser costs, are incurred
when raising a new fund. The limited partnership agreement of each fund
dictates the aggregate expense that can be recharged to the fund investors on
the close of a new fund. Costs in excess of the cap and any fees paid to
placement agents are capitalised as a current or non-current asset.
The benefit of the incurred costs for private equity funds is primarily
considered to be attributable to the period when the primary fund investment
activity is carried out. Therefore, the useful life of the asset is aligned to
the investment period of the fund which is between three and five years for
private equity funds.
For infrastructure funds, the useful life of the asset is considered the
commitment period for the fund, which is between two and six years.
For credit funds (non-CLOs), the period of portfolio construction is typically
longer, therefore a five-year useful life is used, which correlates with the
period over which the management fees build up to a maximum level.
Details are provided within note 17 (f).
(e) Personnel benefits
Short-term employee benefits
Short-term employee benefits, which include employee salaries and bonuses, are
expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present or constructive
obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
Long-term employee benefits
Long-term employee benefits, which are those that are not expected to be
settled wholly before 12 months after the period end in which the employee
renders the service that gives rise to the benefit, include certain long-term
bonuses. An expense is recognised over the period in which the related service
is provided. A liability is recognised for the amount expected to be paid if
the Group has a present or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be
estimated reliably.
Accumulated holiday balances are accrued at each period end, if an employee's
entitlement is not used in full.
Defined contribution pensions
Amounts payable in respect of employers' contributions to the Group's defined
contribution pension scheme are recognised as employee expenses as incurred.
The assets of the scheme are held separately from those of the Group in an
independently administered fund.
Sponsored employee retirement savings plan
The Group sponsors a retirement savings plan whereby employees are entitled to
participate in the plan based upon satisfying certain eligibility
requirements. The Group may provide discretionary contributions from time to
time.
Share-based payments
The Group enters into both equity-settled and cash-settled share-based payment
arrangements with certain employees as compensation for the provision of their
services.
1) Equity-settled share-based payments
The cost of equity-settled share-based payments with employees is measured by
reference to the fair value at the date at which the awards are granted and is
recognised as an expense on a straight-line basis over the vesting period,
based on an estimate of the number of equity instruments that will eventually
vest. A corresponding credit is made to the share-based payment reserve within
equity.
In valuing equity-settled transactions, no account is taken of any non-market
based vesting conditions and no expense or investment is recognised for
awards that do not ultimately vest as a result of a failure to satisfy a
non-market based vesting condition.
At each reporting date, the Group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in the Consolidated Statement of Profit or
Loss such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to equity.
Upon vesting of an equity instrument, the cumulative cost in the share-based
payments reserve is reclassified to retained earnings in equity.
2) Cash-settled share-based payments
The cost of cash-settled transactions is measured at fair value. Fair value is
estimated initially at the grant date and at each balance sheet date
thereafter until the awards are settled. Market based performance conditions
are taken into account when determining fair value.
At each balance sheet date, the liability recognised is based on the fair
value of outstanding awards (ignoring non-market based vesting conditions),
along with any employment tax expected to be incurred by the Group and
management's estimate of the likelihood and extent of non-market based vesting
conditions being achieved.
Changes in the carrying amount of the liability are recognised in the
Consolidated Statement of Profit or Loss for the period.
(f) EBITDA
EBITDA means earnings before interest, taxes, depreciation and amortisation.
It is used to provide an overview of the profitability of the Group's business
and segments. Underlying EBITDA is calculated by deducting from within EBITDA
exceptional items and employee share-based payments granted to a targeted
group of employees to increase employee ownership in the Group post-IPO.
EBITDA and Underlying EBITDA are alternative performance measures and non-IFRS
measures.
The Group uses Underlying EBITDA as exceptional income or expenditure could
distort an understanding of the performance of the Group. Details of
exceptional items are set out in note 9.
(g) Leases
Group as lessee
The Group has applied IFRS 16 "Leases" ("IFRS 16") where the Group has
right-of-use of an asset under a lease contract for a period of more than 12
months. Such contracts represent leases of office premises where the Group is
a tenant.
The lease liability is initially measured at the net present value of future
lease payments that are not paid at the commencement date discounted using the
Group's incremental borrowing rate ("IBR") as the implicit rate is not readily
determinable for the rented office premises. The IBR reflects the rate that
the Group would have to pay to borrow the funds necessary to obtain an asset
of similar value to the right-of-use asset in a similar economic environment
with similar terms, security and conditions.
The lease liability is subsequently measured at amortised cost using the
effective interest method. Lease payments due within the next 12 months are
recognised within current liabilities. Payments due after 12 months are
recognised within non-current liabilities.
Right-of-use assets are recorded initially at cost and depreciated on a
straight-line basis over the length of the contractual lease term. Cost is
defined as the lease liabilities recognised plus any initial costs and
dilapidation provisions less any incentives received. Right-of-use assets are
included within property, plant and equipment in the Consolidated Statement of
Financial Position.
Group as lessor
Where the Group acts as an intermediate lessor by entering into a subletting
agreement and has transferred substantially all the risks and rewards
incidental to ownership of the underlying asset, the Group accounts for these
subleases as finance leases under IFRS 16. Such contracts represent subleases
of office premises.
At the commencement of a lease term, the Group derecognises the right-of-use
asset relating to the head lease and recognises the net investments in the
sublease as a receivable. The difference between the right-of-use asset and
the net investment in the sublease is recognised in profit and loss. The Group
uses the IBR used for the head lease to measure the net investment in the
lease (adjusted for any initial direct costs associated with the sublease).
During the term of the sublease, the Group recognises both finance income on
the sublease and finance expense on the head lease.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and leases of low-value assets. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the
lease term within operating expenses.
(h) Finance and other income and expense
Finance and other income comprises interest earned on cash and term deposits,
finance income on sublease agreements and amounts receivable from related
party investors, foreign exchange gains and the impact of the remeasurement of
the deferred contingent consideration.
Finance and other expenses comprise interest on interest-bearing liabilities,
finance expenses on lease liabilities, foreign exchange losses and amounts due
to related party investors.
Interest income and expense is recognised using the effective interest rate
method. Recurring fees and charges levied on committed bank facilities are
charged to the Consolidated Statement of Profit or Loss as accrued. Credit
facility arrangement fees are capitalised and amortised to the Consolidated
Statement of Profit or Loss using the effective interest method over the term
of the facility.
(i) Exceptional items
Items of income and expense that are material by size and/or nature and are
not considered to be incurred in the normal course of business are classified
as 'exceptional' within the Consolidated and Company Statement of Profit or
Loss and disclosed separately to give a clearer presentation of the Group's
underlying financial performance. In considering the nature of an exceptional
item, management's assessment includes, both individually and collectively,
each of the following:
• whether the item is outside of the principal activities of the business;
• the specific circumstances which have led to the item arising;
• the likelihood of recurrence; and
• if the item is likely to recur, whether the item is unusual by virtue of its
size.
(j) Taxation
Taxation expense for the period comprises current and deferred tax recognised
in the reporting period.
Current tax
Current tax is the amount of corporation tax payable in respect of the taxable
profit for the current or prior reporting periods. Tax is calculated on the
basis of tax rates and laws that have been enacted or substantively enacted by
the period end. Current tax is recognised in the Consolidated Statement of
Profit or Loss, except to the extent that it relates to items recognised in
other comprehensive income, or directly in equity. In this case, current tax
is also recognised in other comprehensive income or directly in equity
accordingly.
Deferred tax
Deferred tax arises from temporary differences at the reporting date between
the carrying amounts of assets and liabilities and the amounts used for
taxation purposes.
Deferred tax is not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition of other
assets and liabilities in a transaction, other than a business combination,
that affects neither the tax nor the accounting profit.
Deferred tax liabilities are recognised for all taxable temporary differences.
Unrelieved tax losses and other deferred tax assets are only recognised when
it is probable that they will be recovered against the reversal of deferred
tax liabilities or other future taxable profits will be available against
which the deferred tax assets can be utilised.
Deferred tax assets and liabilities are calculated at the tax rates that are
expected to be applied to their respective period of realisation, provided
they are enacted or substantively enacted at the reporting date. Deferred tax
assets and liabilities are offset when there is a legally enforceable right of
set off, when they relate to income taxes levied by the same tax authority and
the Group intends to settle on a net basis. Changes in deferred tax assets or
liabilities are recognised as a component of tax expense in the Consolidated
Statement of Profit or Loss, except where they relate to items that are
charged or credited in other comprehensive income or directly to equity, in
which case the related deferred tax is also charged or credited directly to
equity, or to other comprehensive income.
Current or deferred taxation assets and liabilities are not discounted.
(k) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any provision for impairment. The cost includes the purchase price as well
as expenditure directly attributable to put the asset in place in order to be
used in accordance with the purpose of the acquisition.
Assets are depreciated to a residual value on a straight-line basis, over
their estimated useful lives as follows:
Asset class Useful life
Computers, furniture and other 3 to 6 years
Leasehold improvements Over the shorter of their useful economic life or the lease term
Property right-of-use assets Over the contractual lease term
The loss to reduce the carrying amount of any assets that are impaired is
recognised within the Consolidated Statement of Profit or Loss and reversed if
there are indications that the need for impairment is no longer present. The
carrying amount of an item of property, plant and equipment is derecognised
from the Consolidated Statement of Financial Position at disposal or when no
future economic benefits are expected from the use or disposal of the asset.
The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
(l) Intangible assets
Intangible assets that are acquired by the Group as part of acquisition of
business include customer relationship intangible assets, right to carried
interest and computer software are recognised initially at their estimated
fair value at the acquisition date (which is regarded as their historical
cost).
Software-as-a-Service contracts are only classified as intangible assets when
the recognition criteria are fulfilled; otherwise they are classified as
service contracts, and the costs are expensed as incurred within the profit
and loss account.
Subsequent to initial recognition, intangible assets are recorded at
historical cost less accumulated amortisation and any impairment losses.
The useful economic lives of intangible assets are assessed as either finite
or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis
over the useful economic lives and assessed for impairment whenever there are
any indications that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite
useful life are reviewed at least annually. The amortisation expense on
intangible assets with finite lives is recognised in the Consolidated
Statement of Profit or Loss, within depreciation and amortisation.
Estimated useful economic lives by major class of assets are as follows:
Asset class Amortisation rate
Customer relationship intangible assets 5 to 10 years
Acquired carried interest intangible assets 3 to 10 years
Computer software Up to 5 years
(m) Business combinations and goodwill
Business combinations are accounted for by applying the acquisition method.
The cost of a business combination is the fair value of the consideration
given, of liabilities incurred or assumed and of equity instruments issued.
Costs attributable to the business combination are expensed in the
Consolidated Statement of Profit or Loss.
On acquisition of a business, fair values are attributed to the identifiable
assets, liabilities, and contingent liabilities. Intangible assets are only
recognised separately from goodwill where they are separable and arise from
contractual or other legal rights. Where the fair value of contingent
liabilities cannot be reliably measured, they are disclosed on the same basis
as other contingent liabilities.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date. Contingent consideration
classified as an asset or liability that is a financial instrument and within
the scope of IFRS 9 "Financial Instruments" ("IFRS 9"), is measured at fair
value with the changes in fair value recognised in the Consolidated Statement
of Profit or Loss in accordance with IFRS 9.
Goodwill recognised represents the excess of the fair value of the purchase
consideration over the fair values to the Group's interest in the identifiable
assets, liabilities and contingent liabilities of the acquired business.
Goodwill is not amortised but is assessed for impairment annually or more
frequently if events or changes in circumstances indicate potential impairment
loss. Impairment is determined for goodwill by assessing the recoverable
amount of the Group's cash generating unit ("CGU") to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised in the Consolidated Statement of
Profit or Loss. Impairment losses relating to goodwill cannot be reversed in
future periods.
(n) Financial instruments
Financial assets
The Group's financial assets consist of fund investments, investments made by
Collateralised Loan Obligations ("CLOs") consolidated by the Group, derivative
financial instruments, other investments, accounts receivable and other
receivables, and cash and cash equivalents.
The Company's financial assets consist of accounts receivable and other
receivables, and cash and cash equivalents.
1) Recognition and measurement
A financial asset is recognised when the Group or Company becomes party to the
contractual provisions of the instrument, which is generally on the trade
date.
The Group's financial assets are initially classified into one of three
measurement categories. The classification depends on how the asset is managed
(business model) and the characteristics of the asset's contractual cash
flows. The measurement categories for financial assets are as follows:
• fair value through profit or loss;
• fair value through other comprehensive income; and
• amortised cost.
2) Fair value through profit or loss
The Group's fund investments and the majority of the consolidated CLO assets
are measured at fair value through profit or loss as such assets are held for
investment returns. Gains or losses arising from changes in fair value are
recognised through fair value remeasurement of investments within the
Consolidated Statement of Profit or Loss along with interest received on the
consolidated CLO assets. Financial assets at fair value through profit or loss
are recognised when the Group enters into contracts with counterparties.
Derivative financial instruments are initially measured at fair value
determined using independent third-party valuations or quoted market prices on
the date on which the derivative contract is entered into and are subsequently
measured at fair value at each reporting date. The accounting policy for
derivative financial instruments is further discussed in the derivative
instruments and hedge accounting section below. Prior to their settlement,
derivatives are carried as a financial asset when the fair value is positive
and as a financial liability when fair value is negative.
3) Amortised cost
Financial assets are measured at amortised cost only if both of the following
criteria are met:
• the asset is held within a business model whose objective is to collect the
contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
The Group's trade and other receivables are short-term receivables relating to
non-financing transactions and are therefore subsequently measured at
amortised cost using the effective interest rate method. Receivables due in
more than one year are initially discounted to their present value using an
equivalent rate of interest that would be due on borrowings. The discount is
released over time to the Consolidated Statement of Profit or Loss.
Amounts receivable for sales of consolidated CLO assets awaiting settlement
are measured at amortised cost and are recognised at the point at which the
CLO has a contractual right to exchange cash.
Cash and cash equivalents, and term deposits with original maturities of more
than three months, are measured at amortised cost.
4) Impairment
Expected credit losses are calculated on financial assets measured at
amortised cost and are recognised within the Consolidated Statement of Profit
or Loss. For trade and other receivables (including lease receivables) the
Group and Company apply the simplified approach and the practical expedient
permitted by IFRS 9. The allowance is based on historic experience of
collection rates over the expected life of trade receivables, adjusted for
forward looking factors specific to each counterparty and the economic
environment at large, to create an expected loss matrix.
5) Derecognition
A financial asset is derecognised when the contractual rights to the cash
flows from the asset expire, or when the Group or Company transfers the rights
to receive the contractual cash flows in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred.
On derecognition of a financial asset in its entirety, the difference between
the asset's carrying value amount and the sum of the consideration received
and receivable is recognised in the Consolidated Statement of Profit or Loss.
Financial liabilities
The Group and the Company's financial liabilities include certain trade and
other payables, borrowings and derivative and other financial liabilities.
1) Recognition
A financial liability is recognised when the Group becomes party to the
contractual provisions of the instrument.
2) Classification and measurement
All financial liabilities are recognised initially at fair value and, in the
case of borrowings and payables, net of directly attributable transaction
costs, with the exception of the Group's forward liability which is initially
recognised at the present value of the redemption amount.
For the purposes of subsequent measurement, financial liabilities are
classified in two categories:
• financial liabilities at fair value through profit or loss; and
• financial liabilities at amortised cost.
3) Fair value through profit or loss
Derivative financial liabilities are initially recognised and subsequently
measured at each reporting date at fair value.
The majority of the liabilities of CLOs which are consolidated by the Group
are designated as financial liabilities that are measured at fair value
through profit or loss. Financial liabilities at fair value through profit or
loss relate to CLOs that are initially recognised and subsequently measured
on a recurring basis at fair value with gains or losses arising from changes
in fair value recognised through the fair value remeasurement of investments
line within the Consolidated Statement of Profit or Loss along with interest
paid on the CLO financial liabilities. The effect of the Group's own credit
risk on liabilities of the consolidated CLOs is not recognised in other
comprehensive income as the effect would create an accounting mismatch in
profit or loss.
Deferred contingent consideration payable relating to business combinations is
measured at fair value through profit or loss with gains or losses from fair
value remeasurement recognised in finance and other income.
CLO repurchase agreements and other amounts payable to related party investors
which represent the residual profits due to third party investors are held at
fair value through profit and loss with the corresponding assets being
measured at fair value.
4) Amortised cost
After initial recognition financial liabilities recorded at amortised cost are
subsequently measured at amortised cost using the effective interest rate
method. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the
effective interest rate. The effective interest rate amortisation is included
as finance costs in the Consolidated Statement of Profit or Loss. Borrowings
(other than those designated to be measured at fair value through profit or
loss) and trade and other payables are subsequently measured at amortised cost
using the effective interest rate method, which approximates fair value.
Amounts payable for purchases of consolidated CLO assets awaiting settlement
are measured at amortised cost and recognised at the point at which the CLO
has a contractual obligation to exchange cash.
5) Derecognition
The Group and Company derecognise financial liabilities when, and only when,
the Group's or Company's obligations are discharged, cancelled or expire.
Derivative instruments and hedge accounting
For derivatives designated as a cash flow hedging instrument, during the
hedging relationship the effective portion of the fair value movements on the
hedging instrument is recognised in other comprehensive income and within
other reserves within equity. Any ineffective portion is recognised
immediately in profit or loss as a gain or loss within finance and other
income or expenses. If the hedged item does not lead to the recognition of a
non-financial asset or liability, accumulated amounts recognised in equity are
reclassified to profit or loss when the hedged future cash flows affect profit
or loss. If the hedged item subsequently results in the recognition of a
non-financial asset or liability, the accumulated amounts in equity are
removed from equity and incorporated directly as a basis adjustment to the
carrying amount.
For derivatives that are not designated as cash flow hedges, all fair value
movements are recognised in the Consolidated Statement of Profit or Loss.
Where a derivative relates to a hedge of investments in foreign currencies,
the profit or loss on the revaluation of the hedging instrument is
recognised together with the investment returns in the Consolidated Statement
of Profit or Loss.
(o) Investments in subsidiaries
Investments in subsidiaries in the Company Statement of Financial Position are
recorded at cost less provision for impairments. All transactions between the
Company and its subsidiary undertakings are classified as related party
transactions for the Company accounts and are eliminated on consolidation for
the Group.
(p) Investments in associates
Associates are entities such as funds or carried interest partnerships in
which the Group has an investment and over which it has significant influence,
but not control, through participation in the financial and operating policy
decisions at the entity.
Investments in associates are designated to be measured at fair value through
profit or loss. The investments are recorded at fair value of fund investment
or carried interest receivable within the Group Consolidated Statement of
Financial Position. Any gains or losses are recognised within fair value
remeasurement of investments in the Consolidated Statement of Profit or Loss.
(q) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and call deposits, and other
short-term highly liquid investments including term deposits with original
maturities of three months or less and investments in money market funds which
are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
CLO cash is cash held by CLO vehicles consolidated by the Group and is not
available for the Group's other operating activities.
Term deposits with original maturities of three months are not included in
cash equivalents and are presented separately on the Consolidated and Company
Statement of Financial Position.
(r) Dividends
Dividends and other distributions to the equity holders of the parent and
non-controlling interests are recognised in the period in which the dividends
and other distributions are declared and, if relevant, approved by the
shareholders. These amounts are recognised in the Statement of Changes in
Equity.
(s) Own shares
Own shares are recorded by the Group when ordinary shares are purchased
through special purpose vehicles which have the purpose of purchasing and
holding shares of the Company from employees who have left the employment of
the Group or for other reasons. The special purpose vehicles include Atlantic
SAV Limited, Atlantic SAV 2 Limited and the Bridgepoint Group plc Employee
Benefit Trust. These entities are aggregated together within the financial
statements of the Company and are consolidated within the Group financial
statements.
Own shares are held at cost and their purchase reduces the Group's net assets
by the amount spent. They are recognised as a deduction from retained
earnings.
When shares vest or are cancelled, they are transferred from own shares to the
retained earnings reserve at their weighted average cost.
No gain or loss is recognised on the purchase, sale, issue or cancellation of
the Company's own shares.
3 Critical judgements in the application of accounting policies and key
sources of estimation uncertainty
The judgements and other key sources of estimation uncertainty at the
reporting date, which may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year, are summarised below. The Group's estimates and assumptions
are based on historical experience and expectation of future events and are
reviewed periodically. The actual outcome may be materially different from
that anticipated.
(a) Judgements
Consolidation of fund investments
The Directors have considered whether the Group should consolidate the funds
in which it holds investments into the consolidated financial statements.
Control is determined by the extent of decision-making authority, rights held
by other parties, remuneration and exposure to returns.
The Directors have assessed the legal nature of the relationships between the
Group, the relevant fund and fund investors and have determined that as the
manager, the Group has the power to influence the returns generated by the
fund, but that the Group's interests typically represent only a small
proportion of the total capital within each fund (c. 2% of commitments). The
Directors have therefore concluded that the Group acts as an agent which is
primarily engaged to act on behalf, and for the benefit, of the fund investors
rather than act for its own benefit and therefore the funds are not
consolidated into the Group's consolidated financial statements.
Consolidation of CLOs
The Group holds investments in the senior and subordinated notes of CLOs that
it manages, predominantly driven by risk-retention regulations. As the Group
has power as the asset manager to impact the returns of the vehicles, the
level of exposure to variable returns from its involvement as an investor in
the notes requires assessment to whether this indicates that the Group has a
principal or agent relationship and therefore whether the CLO should be
consolidated under IFRS 10 "Consolidated Financial Statements" ("IFRS 10").
The subordinated notes of CLOs are the tranche that is most exposed to the
risk of portfolio assets failing to pay as they are the first to absorb any
losses. As a result, the Group's consideration of exposure to variable returns
focuses on its interest in the equity tranches.
The assets and liabilities of the CLO are held within separate legal entities
and, as a result, the liabilities of the CLO are non-recourse to the Group.
The consolidation of the CLO results in a significant gross-up on the Group's
assets and liabilities, which is shown gross on the face of the Consolidated
Statement of Financial Position and Consolidated Statement of Cash Flows as
separate lines but has no net effect on the profit or loss or net assets.
Details of the assets and liabilities are included in notes 17 and 18 and a
non-statutory and unaudited Consolidated Statement of Financial Position and
Consolidated Statement of Cash Flows excluding the consolidation of CLOs is
included in the supplementary information: non-statutory consolidated
financial statements section.
The Group consolidates Bridgepoint CLO 1 DAC ("CLO 1"), Bridgepoint CLO 3 DAC
("CLO 3"), Bridgepoint CLO IV DAC ("CLO 4"), Bridgepoint CLO V DAC ("CLO 5"),
Bridgepoint CLO VI DAC ("CLO 6") and Bridgepoint CLO VII DAC ("CLO 7") as the
Group has exposure to variable returns as an investor in the subordinated
notes. The Group holds the majority of the subordinated notes in CLO 1, CLO 3,
CLO 4, CLO 5, CLO 6 and CLO 7 and the Directors have therefore concluded that
the Group acts as principal and should consolidate. The construction of
Bridgepoint CLO VIII DAC ("CLO 8") commenced during the year and remained in
warehousing as at 31 December 2024. As the Group held a majority interest in
the warehouse equity, the Group also fully consolidates CLO 8.
Bridgepoint CLO 2 DAC ("CLO 2") is not consolidated in the financial
statements of the Group at 31 December 2024 as the Group's exposure to
variable returns is only 5% of the subordinated notes.
Name of CLOs Group interest in the subordinated notes Group share Consolidation treatment at YE24 Nature of the entity
of CLO
Bridgepoint CLO 1 DAC 55.2% 5.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO 2 DAC 5.1% 5.0% Not consolidated Subordinated notes in the residual class
Bridgepoint CLO 3 DAC 58.8% 9.6% Consolidated Subordinated notes in the residual class
Bridgepoint CLO IV DAC 74.9% 8.2% Consolidated Subordinated notes in the residual class
Bridgepoint CLO V DAC 66.2% 6.5% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VI DAC 68.4% 5.1% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VII DAC 64.6% 5.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VIII DAC 50.0% 50.0% Consolidated Warehouse entity
The Group designates the amounts attributable to the third-party investors
through their holdings in notes of the CLOs as financial liabilities at fair
value through profit and loss.
Consolidation of Carried Interest Partnerships or intermediate holding
companies
As a fund manager to its funds, the Group participates in carried interest
schemes through Carried Interest Partnerships ("CIP") or intermediate holding
companies, General Partnerships ("GP"), the participants of which are the
Group, certain Group employees and others connected to the underlying fund.
These vehicles have two purposes: to facilitate payments of carried interest
from the fund to carried interest participants, and to facilitate individual
co-investment into the funds.
The Directors have undertaken a control assessment of each relevant CIP or GP
in accordance with IFRS 10 to consider whether they should consolidate the
relevant CIP or GP.
The Directors have considered the contractual nature of the relationships
between the relevant fund, the CIP or GP and the CIP participants. The purpose
and design of the relevant CIP or GP and the carry rights in the fund are
generally determined at the outset by the fund's limited partnership agreement
("LPA") which requires investor agreement and incentivises individuals to
enhance performance of the underlying fund in line with investor expectations.
The Group has limited power over the governance authority of the relevant CIP
or GP, which makes decisions about allocation of the carried interest, but
these powers do not give the Group control.
In addition, the Directors have also considered the variability of returns of
the relevant CIP or GP. The variable returns are shared between the carried
interest participants and the Group is exposed to below 50% of variable
returns.
The Directors have concluded that the Group does not control the relevant CIP
or GP because of the predetermined contractual nature of the relevant CIP or
GP, the Group's limited powers over the Adjudication Committees and limited
exposure to the variable returns of the relevant CIP or GP. However, when the
Group has a share of 20% or more of the rights to the carried interest, the
Group is considered to have significant influence and in this case the
relevant CIP or GP is accounted for as an associate. Details of the associates
are set out within note 29 (d).
Consolidation of employee share partnership
On listing, the founder employee shareholders created a separate ring-fenced
vehicle, Burgundy Investments Holdings LP (the "Burgundy Partnership"). The
Burgundy Partnership is a pool of assets, comprising the Company's shares. The
shares were contributed by founder employee shareholders electing to donate a
portion of their shares to the Burgundy Partnership. This pool is ring-fenced
for allocation to current and future partners in the business, as a means of
allowing them to build a meaningful long-term shareholding in the Bridgepoint
Group and reflect the opportunities that previous partners were offered.
The existing employee shareholders prior to listing, and certain employee
partners, will wholly own the interest in the Burgundy Partnership.
The Group does not have any direct economic interest in the Burgundy
Partnership, and awards of new points to existing and future employees are
made by the Advisory Committee of the Burgundy Partnership, which is made up
of some of the largest founder employee shareholders. As such, the Group does
not have power over the allocation of the points or to affect those returns
through its power.
The Directors have considered the requirements of IFRS 10 to determine whether
they should consolidate the Burgundy Partnership. As the Group does not have
power over the Burgundy Partnership and no exposure to variable returns from
its involvement with the Burgundy Partnership, the Directors have concluded
that the Burgundy Partnership should not be consolidated.
(b) Estimates
Recognition and measurement of carried interest revenue
Carried interest revenue is only recognised to the extent it is highly
probable that there would not be a significant reversal of any accumulated
revenue recognised on the completion of a fund.
In determining the amount of revenue to be recognised the Group is required to
make assumptions and estimates when determining: 1) whether or not revenue
should be recognised; and 2) the timing and measurement of such amounts.
The Group bases its assessment on the best available information pertaining to
the funds and the activity of the underlying assets within that fund. This
includes the current fund valuation and internal forecasts on the expected
timing and disposal of fund assets.
For private equity and infrastructure funds, the constraints on estimating the
revenue are incorporated through the application of discounts of 15% to 40%
(2023: 15% to 40%) to the unrealised fair values of investments where the
cumulative value of the distributions to investors and unrealised fair value
of investments of a fund exceeds the relevant carried interest hurdle (being
the contractual minimum return for fund investors).
For credit funds, which are more sensitive to the performance of individual
investments within the portfolio, only funds that have either reached their
hurdle or are expected to do so imminently are modelled on the same basis.
The discount applied for each fund depends on the stage and maturity profile
of each fund, and therefore recognises the de-risking of the income over time,
taking into account diversity of assets, whether there has been a recent
market correction (and whether this has been already factored into the
valuation of the fund) and the expected average remaining holding period.
Reasons for a higher discount may include where the fund has not yet completed
its construction, has not yet returned its original capital commitments and
there is the potential for the hurdle to grow further, or there is a higher
level of perceived risk (fund specific or macro-economic). Reasons for a lower
discount include where a fund has returned its capital commitments and the
hurdle has stopped or where the fund has already started to pay carry. The
levels of discounts applied are reassessed annually.
The weighted average discount at 31 December 2024 to the notional carried
interest due to the Group based on unrealised fair value of investments in
relevant funds is 47% (2023: 51%) resulting in a carried interest receivable
of £113.3m (2023: £67.3m).
If the average discount was to increase by 10% this would reduce carried
interest income by £21.6m. If the average discount was to decrease by 10%
this would increase carried interest income by £21.6m.
Valuation of fund investments at fair value
Fund investments at fair value consist of investments in private equity,
credit and infrastructure funds. The investments are fair valued using the net
asset value of each fund, determined by the fund manager. These funds are
invested into direct and indirect equity and debt investments.
Portfolio assets within each fund are stated at fair value as determined in
good faith by the fund manager in accordance with the terms of the LPA of each
fund and the International Private Equity and Venture Capital Valuation
Guidelines ("IPEV") and are reviewed and approved by the relevant Group
Valuation Committee. The valuations provided by the fund manager typically
reflect the fair value of the Group's proportionate share of the capital
account balance of each investment as at the reporting date or the latest
available date.
The market approach is typically used for the valuation of the assets held by
the funds. This comprises valuation techniques such as comparable companies or
transactions and multiples. A market comparable approach uses quoted market
prices or third-party quotes for similar instruments or relevant recent
transactions to determine the fair value of a financial asset. A multiples
approach can be used in the valuation of less liquid securities, which
typically form the majority of assets within a private equity, credit or
infrastructure fund.
Comparable companies and multiples techniques assume that the valuation of
unquoted direct investments can be assessed by comparing performance measure
multiples of similar quoted assets for which observable market prices are
readily available. Comparable public companies are selected based on factors
such as industry, size, stage of development and strategy. The most
appropriate performance measure for determining the valuation of the relevant
investment is selected (which may include EBITDA, price/earnings ratios for
earnings or price/book ratios for book values). Trading multiples for each
comparable company identified are calculated by dividing the value of the
comparable company by the defined performance measure. Comparable transactions
are selected based on factors such as industry, size, geography, timing and
nature of the transaction. The relevant trading multiples or transactions
might be subject to adjustment for general qualitative differences such as
liquidity, growth rate or quality of customer base between the valued direct
investment and the group of comparable companies. The fair value of the direct
investment is determined by applying the relevant adjusted trading multiple to
the identified performance measure of the valued company. Where available,
valuation techniques use market-observable assumptions and inputs. If such
information is not available, inputs may be derived by reference to similar
assets and active markets or from recent prices for comparable transactions
data. When measuring fair value, the fund manager selects the
non-market-observable inputs to be used in its valuation techniques based on a
combination of historical experience, deviation of input levels based upon
similar investments with observable price levels and knowledge of current
market conditions and valuation approaches.
Within its valuation techniques the fund manager typically uses different
unobservable input factors. Significant unobservable inputs include EBITDA
multiples (based on budget/forward-looking EBITDA or historical EBITDA of the
issuer and EBITDA multiples of comparable listed companies for an equivalent
period), discount rates, price/earnings ratios and enterprise value/sales
multiples. The fund manager also considers the original transaction prices,
recent transactions in the same or similar instruments and completed third
party transactions in comparable instruments and adjusts the model as deemed
necessary.
A discounted cash flow approach may also be used for the valuation of assets
held by infrastructure funds. Under a discounted cash flow approach the fair
value is determined by converting future cash flows (or earnings) to a present
value using current market expectations about those future amounts. The
discount rate is a key unobservable input in determining the valuation and
reflects market conditions, the risk profile of the cash flows, and the time
value of money.
The fund manager takes into account sustainability related factors such as
climate change into the valuation of investments and, to the extent necessary,
makes adjustments to earnings and multiples where demand or costs for a
portfolio company could be impacted.
Debt instruments may be valued using the market approach, independent loan
pricing sources or at amortised cost, which requires the determination of the
effective interest rate from a number of inputs, including an estimation of
the expected maturity of each loan.
Due to the level of unobservable inputs within the determination of the
valuation of individual assets within each fund, and no observable price for
each investment in a fund, fund investments at fair value are classified as
level 3 financial assets under IFRS 13 "Fair Value Measurement" ("IFRS 13").
Further detail on the valuation methodologies, inputs and the number of fund
investments valued using each technique, along with a sensitivity analysis of
the impact of a change in the fair value of fund investments is included
within note 20 (d) and (e).
Valuation of CLO assets and liabilities
Consolidated CLO assets, which consist of loans, are valued using independent
loan pricing sources. To the extent that the significant inputs are
observable, the Group categorises these investments as level 2. The valuation
methodology for the Group's investment in the various notes of CLOs is based
upon discounted cash flow models with unobservable market data inputs, such as
asset coupons, constant annual default rates, prepayment rates, reinvestment
rates, recovery rates and discount rates and they are therefore considered
level 3 financial assets.
The consolidated CLO liabilities, consisting of the notes issued to
third-party investors, are valued in line with the fair value of the CLOs'
loan asset portfolios. CLOs are constructed to distribute all proceeds
generated from their assets to the note holders of the CLO and thus do not
generate any residual profit. The valuations of the consolidated liabilities
are therefore measured at par and are adjusted in order to match the value of
the asset portfolio, with any adjustment applied to the note liabilities in
order of ascending seniority.
The Group's investments in CLO notes of consolidated CLO vehicles are
eliminated on consolidation based on the valuation of the investments as
determined by the discounted cash flow models as described above. A
sensitivity analysis has been included within note 20 (e).
Measurement of intangible assets, useful lives and impairment
The fair value of acquired intangible assets (and therefore the resulting
goodwill recognised on acquisition) is significantly affected by a number of
factors. These include management's best estimates of future performance (i.e.
forecast revenue, expected revenue attrition, forecast operating margin), any
contributory assets changes and estimates of the return required to determine
an appropriate discount rate (in order to calculate the net present value of
the assets).
i) Goodwill and intangible assets recognised from the acquisition of EQT
Credit
A customer relationship asset was recognised following the Group's acquisition
of EQT Credit in October 2020, to reflect the value of current investor
relationships to the Group in the future.
At the time of the acquisition, the cost of the acquired customer relationship
was measured at fair value by discounting estimated contractual future cash
flows over a period in which the customer was expected to remain invested
within the Group's funds. Key assumptions in the model included forecast
earnings for 2021 to 2025, a growth rate applied from 2025 onwards which was
based upon the long-term operating plan for the business, an investor
reinvestment rate from one fund to another, and a pre-tax discount rate of
10.5% which was calculated by using comparable company information.
The useful life of the intangible assets arising from this transaction has
been determined as seven years, which represents the period over which the net
present value of cash flows from the acquired customer relationships reduce to
nil.
Goodwill that arose from the acquisition of EQT Credit is assessed for
impairment annually or more frequently if events or changes in circumstances
indicate potential impairment loss. It is the Group's judgement that the
lowest level of CGU used to determine impairment is the credit business
segment for the purposes of monitoring and assessing goodwill for impairment.
ii) Goodwill and intangible assets recognised from the acquisition of ECP
Two intangible assets have been recognised as separable assets upon the
acquisition of ECP in August 2024. The first was an intangible asset related
to the customer relationships, and the second related to the acquired right to
future carried interest from existing funds.
The cost of the customer relationship intangible asset was measured at fair
value by discounting estimated contractual future cash flows expected to be
earned from each individual investor from their current commitments and the
expected level of reinvestment in future funds over a period. Key assumptions
in the model included forecast earnings for 2024 to 2031, a growth rate
applied from 2031 onwards which was based upon the long-term operating plan
for the business, an investor reinvestment rate from one fund to another, and
a pre-tax discount rate of 25.0%.
The Group also recognised the acquired right to any future carry that is
anticipated from certain funds as an intangible asset. The cost of the rights
to the future carry was measured at fair value by using a probability weighted
expected returns discounted cash flow approach which contains a range of
possible outcomes and key assumptions such as cash flow projections for 2024
to 2033 and a weighted average pre-tax discount rate of 17.7%.
The useful life of the customer relationship and acquired right to future
carried interest intangible assets arising from the ECP transaction has been
determined as 7 years and 3 to 10 years, respectively.
Goodwill arising from the acquisition of ECP is assessed for impairment
annually or more frequently if events or changes in circumstances indicate
potential impairment loss. It is the Group's judgement that the lowest level
of CGU used to determine impairment is the infrastructure business segment.
Further details of the valuation of intangible assets arising from the
acquisition of ECP are included in the purchase price allocations (shown in
note 15) which have been prepared in accordance with IFRS 3 "Business
Combinations" ("IFRS 3").
A sensitivity analysis of goodwill and the intangible asset has also been
included within note 15.
Measurement of deferred contingent consideration payable
Under the purchase and sale agreement in relation to the ECP transaction, the
Group has an obligation to settle an amount of deferred contingent
consideration on achieving certain management fee revenue. The amount payable
has been recognised based upon management's current best estimate of future
fundraising and implied share price, discounted to present value. A
sensitivity analysis has been included within note 20 (e).
4 Business combinations
On 6 September 2023, the Group announced a transaction to add ECP to the Group
(the "Transaction"). The Transaction completed on 20 August 2024, which is
the acquisition date for accounting purposes. This Transaction creates a
significant third vertical for the business, marking a decisive step forward
in creating a fully diversified alternative asset manager. It strengthens the
Group's position as one of the world's leading private asset growth investors
focused on the middle market.
As part of the Transaction, the Group acquired 100% of the general partner
interests and limited partner interests in Energy Capital Partners Holdings,
LP. It also acquired 100% of the general partner interests in Energy Capital
Partners Management, LP. The combined group will hold 95% of ECP's fee related
earnings and will receive up to 15% of the carried interest in historic funds
and at least 30% in future funds, up to 50% of co-investments in more recent
funds and at least 65% of co-investments in future funds.
In accordance with the agreement, the ECP vendors transferred interests in ECP
to Bridgepoint OP LP, a partnership that also holds interests in the Group's
pre-existing business, in exchange for receiving additional partnership units
issued at the completion and earn-out units subject to certain performance
targets. These units can be converted into Company shares on a one-for-one
basis during certain prescribed windows from completion, pursuant to the terms
of the agreement. For the issued units that have no ongoing employment
conditions, they are economically equivalent to the Company ordinary shares
and may be exchanged for the Company ordinary shares on a one-for-one basis.
Upon completion, these units are deemed to represent non-controlling interests
in the Group. On acquisition date, the total number of partnership units owned
by vendors (other than the Group and its affiliates) represented 18.0% of the
total shareholdings in the Group. The Group has elected to measure the
non-controlling interests at their proportionate share of the net assets of
the combined Group.
The fair value of intangible assets and liabilities assumed are significantly
affected by a number of factors. These include management's best estimates of
future performance (i.e. forecast revenue and scenario probabilities, the
Company's share price, expected revenue attrition, forecast fundraising), any
contributory asset charges and estimates of the return required to determine
an appropriate discount rate (in order to calculate the net present value of
the assets or liabilities).
a) Consideration transferred, assets acquired and liabilities assumed, and
resulting goodwill
Total consideration has been assessed in accordance with IFRS 3. The total
consideration of £596.5m includes cash consideration to the sellers of
£173.1m and has been adjusted to take into account working capital, net
commitments funded and distributions made in respect of certain fund
co-investment, net indebtedness and other transaction expenses, £395.2m
consideration settled in equity, £9.5m deferred contingent consideration,
£12.5m non-contingent deferred consideration and £6.2m in fund co-investment
commitments for which the sellers are entitled to be reimburse/deferred
co-investment commitment surplus.
Goodwill arising from the acquisition has been recognised as follows:
Note £ m Estimated
useful life
Purchase consideration:
Total cash consideration 173.1
Equity interest consideration 395.2
Deferred contingent consideration (earn-out) 1 9.5
Non-contingent deferred consideration 12.5
Deferred payment of aggregate amounts drawn in certain ECP Funds 6.2
Total purchase consideration 596.5
Less: fair value of identifiable net liabilities acquired 69.4
Less: Intangible assets: customer relationship 2 (132.1) 7 years
Less: Intangible assets: acquired carried interests 2 (97.5) 3 to 10 years
Goodwill 436.3
Note 1 The deferred contingent consideration payable (earn-out) is linked to
performance targets of ECP. The earn-out is calculated with reference to
contracted management fees and implied share price which determines the
payment, discounted to a present value and adjusted for scenario probability.
On an undiscounted basis, the expected earn-out payable ranges from nil to
£68.9m. The payable is classified as Level 3 (of the fair value hierarchy)
due to inputs used in the valuation that are not based on observable data. A
1% change in the discount rate applied would not have a material effect on the
valuation of the payable.
Note 2 The fair values of the net assets acquired were determined based on
assumptions that reasonable market participants would use in the principal (or
most advantageous) market and primarily included significant unobservable
inputs. The following valuation methodologies were used to determine fair
value
- Customer relationships: multi-period excess earnings method ("MEEM") (income
approach); and
- Acquired carried interests: probability weighted expected returns method
("PWERM") (income approach)
Goodwill has been allocated to the infrastructure cash generating unit. The
goodwill is attributable to the forecast growth in future earnings from larger
funds, new products, and new investor relationships due to ECPs market
positioning and the dynamics and investor demand for investments into energy
transition, electrification and decarbonisation.
The Transaction was funded from the Group's existing cash resources and
available borrowing facilities.
b) Income and profit contribution
From the date of acquisition, 20 August 2024, ECP contributed the following
revenue, underlying EBITDA and underlying profit to the Group:
£ m
Total operating income 72.5
Underlying EBITDA 53.8
Underlying profit before tax 48.4
If the acquisition had occurred on 1 January 2024, ECP would have contributed
the following additional income and underlying EBITDA to the Group:
ECP's reported results from 20 August 2024 to 31 December 2024 ECP's reported results from 1 January 2024 to 19 August 2024 Pro forma ECP results for 2024
£ m
£ m £ m
Total operating income 72.5 114.8 187.3
Underlying EBITDA 53.8 78.5 132.3
Underlying profit before tax 48.4 69.3 117.7
c) Impact on cash flows
Cash flows from investing activities includes the impact on cash arising from
consideration paid to acquire the subsidiary. Consideration of £173.1m was
paid on the date of acquisition.
d) Trade and other receivables assumed
Trade and other receivables acquired comprise gross trade and other
receivables amounting to £24.9m, which approximates fair value. It is
expected that the full contractual amounts can be collected.
e) Acquisition-related costs
During the year, transaction costs of £9.2m (2023: £42.0m) incurred by the
Group have been recognised as other operating expenses. Such transaction costs
are classified as exceptional and so are excluded from underlying performance
metrics. Further detail of transaction costs are included in note 9.
5 Operating segments
Operating segments are the components of the Group whose results are regularly
reviewed by the Group's chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its performance.
The Executive Directors are considered to be the chief operating decision
maker of the Group, which is divided into operating segments based on how key
management reviews and evaluates the operation and performance of the
business.
The Group's operations are divided into two groups, the core business,
consisting of the private equity, credit and infrastructure fund management
and associated central support, and other. Other includes the Group's
procurement consulting business, PEPCO Services LLP, and costs relating to
strategic projects.
The Group's core operations are divided into three business segments: private
equity, credit and infrastructure, which is a new segment added to the Group
post the ECP transaction in 2024. The operations of the business segments
consist of providing investment management services to the relevant funds and
their investors. The investment management services comprise identification
and structuring of new investments, the monitoring of investments and the sale
and exit from investments. The three business segments are supported by the
central support functions which include investor relations, head office,
finance, human resources, IT and marketing.
Segmental income and profit before tax analysis
The Executive Directors assess the operating segments based on the line items
below, primarily on operating income and underlying EBITDA. The EBITDA for
each segment, together with depreciation and amortisation and net finance and
other income or expenses, forms profit before tax. Depreciation, finance and
other income, finance and other expenses, exceptional items and the
share-based payment expenses excluded from underlying EBITDA are not allocated
to operating segments and are included in the Group total.
Group
Year ended 31 December 2024 Private Equity Credit Infrastructure Central Total Core Total Other Total Group
£ m
£ m
£ m
£ m
£ m
£ m
£ m
Underlying management fees* 238.8 61.3 33.0 2.9 336.0 - 336.0
Carried interest 28.0 - 31.1 - 59.1 - 59.1
Fair value remeasurement of investments (excluding PRE adjustments*) 8.8 14.4 8.4 - 31.6 - 31.6
Other operating income 0.2 - - - 0.2 0.8 1.0
Underlying total operating income* 275.8 75.7 72.5 2.9 426.9 0.8 427.7
Personnel expenses (69.9) (23.9) (15.2) (48.0) (157.0) (0.8) (157.8)
Other operating expenses (23.3) (6.9) (3.5) (22.6) (56.3) (0.1) (56.4)
Underlying EBITDA* (excluding exceptional expenses and certain share-based 182.6 44.9 53.8 (67.7) 213.6 (0.1) 213.5
payment expenses)
Exceptional expenses (61.8)
Certain excluded share-based payment expenses (5.9)
PRE adjustments* 0.4
EBITDA 146.2
Depreciation and amortisation (36.2)
Net finance and other income and expenses (29.3)
Profit before tax 80.7
Group
Year ended 31 December 2023 Private Equity Credit Central Total Core Total Other Total Group
£ m
£ m
£ m
£ m
£ m
£ m
Underlying management fees* 205.0 56.5 3.8 265.3 - 265.3
Carried interest 30.0 - - 30.0 - 30.0
Fair value remeasurement of investments (excluding PRE adjustments*) 17.3 8.0 - 25.3 - 25.3
Other operating income 0.2 - - 0.2 0.8 1.0
Underlying total operating income* 252.5 64.5 3.8 320.8 0.8 321.6
Personnel expenses (69.3) (21.3) (36.0) (126.6) (1.0) (127.6)
Other operating expenses (18.3) (8.8) (18.0) (45.1) (0.1) (45.2)
Underlying EBITDA* (excluding exceptional expenses and certain share-based 164.9 34.4 (50.2) 149.1 (0.3) 148.8
payment expenses)
Exceptional expenses (47.7)
Certain excluded share-based payment expenses (4.0)
EBITDA 97.1
Depreciation and amortisation (18.7)
Net finance and other income and expenses 7.6
Profit before tax 86.0
* These are not defined or recognised under IFRS but are used by the Executive
Directors and management to analyse the business and financial performance.
The supplementary information: alternative performance measures (APMs) section
sets out definitions of each of the APMs and how they can be reconciled back
to the condensed consolidated financial statements.
Geographical analysis and customer concentrations
The Group's total operating income disaggregated by geographical location of
service provided is as follows:
Year ended 31 December 2024 £ m
UK 264.7
USA 72.5
EU countries 90.9
Total operating income 428.1
No single fund investor constitutes more than 10% of assets under management.
Assets and liabilities analysis
The Group's Consolidated Statement of Financial Position is managed as a
single unit rather than by segment. The only distinction for the business
segments relates to the Group's investments in funds, carried interest
receivable and other investments, which can be split between private equity,
credit (further split between investments attributable to the Group and to
third party investors) and infrastructure.
Group
2024 2023
£ m
£ m
Investments:
Private equity (investments in funds, excluding those attributable to third 470.8 260.9
party investors)
Private equity (investments in funds attributable to third party investors) 110.6 -
Private equity (other investments) - 7.5
Credit (investments in funds, including CLOs, excluding those attributable to 142.0 121.6
third party investors)
Credit (CLO assets attributable to third party investors) 1,893.3 1,267.7
Infrastructure (investments in funds) 127.1 -
Total investments 2,743.8 1,657.7
Carried interest receivable:
Private equity 49.0 64.7
Credit 2.5 2.6
Infrastructure 61.8 -
Total carried interest receivable 113.3 67.3
6 Operating income
Operating income primarily comprises management and other fees, carried
interest income and investment income from the management of, and investment
in, private equity, infrastructure and credit fund partnerships.
Management and other fees
Management and other fees are presented net of the profit or loss impact of
the settlement of foreign exchange hedging used to limit the volatility of
foreign exchange on fees earned in euros or US dollars.
Group
2024 2023
£ m
£ m
Management and other fees before settlement of foreign exchange hedges 325.7 264.2
Settlement of foreign exchange hedges 3.5 1.1
Total management and other fees 329.2 265.3
Carried interest
The amount of carried interest recognised in operating income and the carrying
value of the related asset is sensitive to the fair value of unrealised
investments within each fund. The reversal risk in carried interest income,
which is accounted for under IFRS 15, is managed through the application of
discounts of 15% to 40% to the fair value of the fund investments and the
later recognition of carried interest relating to credit funds.
A sensitivity analysis of the average discount rate on the carried interest
income is included in note 3 (b).
Fair value remeasurement of investments
Fair value remeasurement of investments consists of net changes in the fair
value of the Group's investments in private equity, credit and infrastructure
funds.
Fair value remeasurement of investments is presented net of the profit or loss
impact of the remeasurement of foreign exchange hedging used to limit the
volatility of foreign exchange on investment income earned in euros.
Group
2024 2023
£ m
£ m
Fair value remeasurement of investments before remeasurement of foreign 35.3 23.8
exchange hedges
Remeasurement of foreign exchange hedges 3.5 1.5
Fair value remeasurement of investments 38.8 25.3
Fair value remeasurement of investments includes the remeasurement of the fair
value of investments in CLOs which are fully consolidated by the Group. The
CLO investment expense is the amount of investment income due to third-party
note holders who have invested in the CLOs which are fully consolidated by the
Group.
Group
2024 2023
£ m
£ m
CLO investment income 128.1 66.7
CLO investment expense (115.5) (58.5)
CLO investment income, net 12.6 8.2
The table above excludes the fair value remeasurement of sale and repurchase
arrangements of the Group's interests in CLO 2 and CLO 3. Further details are
set out in note 18 (d).
Note 20 (e) includes a sensitivity analysis for co-investment valuations and
the impact on profit or loss.
7 Personnel expenses
Aggregate personnel expenses (including Directors' remuneration) in each year
were as follows:
Group
2024 2023
£ m
£ m
Wages and bonuses 126.9 95.7
Social security 20.3 19.2
Pensions 3.2 1.9
Share-based payments 49.6 4.5
Other employee expenses 14.6 11.2
Total personnel expenses 214.6 132.5
Total personnel expenses include £50.9m (2023: £0.9m) of exceptional
expenses, and accordingly are excluded from the calculation of underlying
profitability measures. See note 9 for further details.
a) Share-based payments
The total charge to the Consolidated Statement of Profit or Loss for the year
was £49.6m (2023: £4.5m) and this was credited to the share-based payments
reserve in equity for an equity-settled award or recognised as a liability for
a cash-settled award. £49.0m of the total share-based payment expenses are
excluded from underlying metrics for the reasons explained in the APMs
definitions in the supplementary information: alternative performance measures
(APMs) section.
Partnership units issued as part of ECP acquisition
The Group issued 185.0m units in Bridgepoint OP LP to the vendors of ECP on
the ECP acquisition date, 20 August 2024, under the purchase and sale
agreement. Of those 170.1m units are not subject to employee performance
conditions (vesting terms) associated with the units. Therefore they
are considered part of the total consideration. Further detail of ECP
transaction consideration is set out in note 4.
The remaining 14.9m units are treated as an equity-settled share-based payment
under IFRS 2 "Share-based Payment" ("IFRS 2") and subject to staggered
vesting over 4 years from closing. The awards are initially recognised at
their fair value of £3.03 per unit at the grant date.
Group and Company Number of units Weighted average fair value per share granted (£)
20
24
Rights outstanding at beginning of the period - N/A
Granted 14,929,500 3.03
Forfeited - N/A
Vested - N/A
Rights outstanding (unvested) at the end of the period 14,929,500 3.03
A total expense of £4.1m has been recognised in personnel expense during the
year. It is considered exceptional and therefore is excluded from underlying
profitability measures.
Restricted stock units ("RSUs") issued as part of the ECP acquisition
Under the purchase and sale agreement relating to ECP, the Group has
established an incentive equity plan for employees of ECP and some service
providers to ECP. RSUs that are issued to employees will result in the issue
of shares in the capital of the Company post vesting. Therefore RSUs are
treated as an equity-settled share-based payment under IFRS 2.
Awards over 7.6m shares vested immediately post closing of the ECP transaction
and the other 42.4m awards are vesting over a period of 5 years from
closing. The awards entitle the RSU holders to receive dividend cash
equivalents, which are reflected in the calculation of their fair value at the
grant date. Over the vesting period, the Group recognises a personnel expense.
Group and Company Number of shares Weighted average fair value per share granted (£)
20
24
Rights outstanding at beginning of the period - N/A
Granted 49,993,600 3.03
Forfeited - N/A
Vested (7,613,825) 3.03
Rights outstanding (unvested) at the end of the period 42,379,775 3.03
In 2024 a total expense of £38.2m relating to RSUs has been recognised in
personnel expenses, which includes £23.3m in immediately vested RSUs and
£14.7m which relates to the four-month impact of the RSUs awarded in 2024.
Such costs are considered exceptional and therefore are excluded from
underlying profitability measures.
Earn-out units issued as part of ECP acquisition
45.0m earn-out units were granted to the ECP sellers in the ECP transaction
with a final value linked to performance targets of ECP funds. 50% of the
units (22.5m) are subject to a continuing employment condition, vesting over
the period from closing to 2029, with the other 50% vesting immediately at
closing. Further details of the earn-out that is not subject to vesting are
set out in note 4.
The units will ultimately convert into in the Company's shares and are treated
as an equity-settled share-based payments. The fair value of the earn-out
units is determined at £3.03 per share, with a total value of £7.3m. During
2024, a total expense of £0.7m has been recognised in personnel expenses. It
is considered exceptional and therefore is excluded from underlying
profitability measures.
A3 share award
In June 2021 the Company issued A3 ordinary shares of £0.01 nominal value to
certain employees for consideration of £1.50 per share. The A3 shares would
vest on the fifth anniversary of their issue provided that the shareholder
remained an employee throughout this period. As part of the Company's share
reorganisation prior to the IPO, the A3 shares were converted into ordinary
shares. The fair value of the share issued was calculated as £3.96 per share
as was determined by a third-party valuation. The expenses relating to the A3
shares are included in underlying profitability measures.
A3 Share Award A3 Share Award (£ per share)
Group and Company 2024 2023 2024 2023
Opening 440,400 528,975 3.96 3.96
Vested - (56,550) N/A 3.96
Forfeited (51,200) (32,025) 3.96 3.96
Outstanding at year end 389,200 440,400 3.96 3.96
Long-term incentive plans
In March 2023 the Group granted awards under a long-term incentive plan
("LTIP") to qualifying employees. The total fair value of the awards on the
grant date was estimated at £5.6m. The Group will settle the awards, vesting
over the period 30 June 2023 to 31 March 2025, either in the Company's shares
or with an equivalent cash payment where local laws restrict the grant of
shares in foreign corporations, with no consideration paid by the
participants. As the LTIP awards vest subject to the achievement of certain
service conditions, namely continued employment in the Group, they are
accounted for as either equity-settled or cash-settled share-based payment
transactions under the Group's accounting policy in line with IFRS 2.
The scheme was implemented to increase employee ownership in the Group for a
targeted group of employees post-IPO. The awards are not considered an
alternative to cash-based compensation, are not included in the cost-base
when considering operating segment performance and will cease
to be a reconciling item once the awards issued as part of the strategy are
fully vested.
In 2024 a total expense of £5.9m (2023: £4.0m) have been recognised in
personnel expenses and are excluded from underlying profitability measures.
Group and Company Number of shares Weighted average fair value
per share granted (£)
2024 2023 2024 2023
Rights outstanding at beginning of the period 1,859,348 - 2.14 N/A
Granted 2,423,489 2,619,773 2.58 2.15
Granted - dividend equivalents 81,403 75,571 2.48 2.17
Forfeited (243,754) (91,298) 2.35 2.17
Forfeited - dividend equivalents (5,533) (1,225) 2.25 2.17
Vested (1,364,201) (730,302) 2.31 2.17
Vested - dividend equivalents (41,330) (13,171) 2.27 2.17
Rights outstanding (unvested) at the end of the period 2,709,422 1,859,348 2.40 2.14
Restricted Share Plan
In April 2024 a Director of the Company was granted a conditional share award
of 326,672 shares at a value of £2.60 per share, with a total value of
£850,000, vesting over the period from 1 April 2024 to 1 April 2026.
In 2023 an award of 114,953 shares at a value of £2.17 per share, with total
value £250,000, vesting on 31 March 2025, was granted to another Director of
the Company. The restricted share plan is a constituent part of the total
compensation for directors of the Company and so is considered an alternative
to cash-based compensation. The cost for the year of £0.4m (2023: £0.2m)
is included in underlying profitability measures.
b) Other employee expenses
Other employee expenses include insurance, healthcare, training, recruitment
costs and certain incentive schemes.
Management incentive scheme
In April 2021 a subsidiary of the Company, Bridgepoint Credit Holdings
Limited, issued shares to certain employees of the Group as part
of a management incentive scheme. The scheme has been accounted for as an
other long-term employment benefit under IAS 19 "Employment Benefits" ("IAS
19") as it is not linked to the value of the equity of Bridgepoint Credit
Holdings Limited or equity instruments of other Group members, but is based on
the revenue generated by certain funds managed by the Group.
During 2024, a £1.2m expense (2023: nil) and corresponding liability has been
included in other employee expenses and calculated based upon funds raised and
expected management fees which exceed the targets at that date. The expense is
considered exceptional and is therefore excluded from underlying profitability
measures.
ECP employees retention bonus
In January 2023 ECP granted certain employees retention bonuses, which vest
over 3 years, or over 2023 to 2026.
The payment of the bonuses is contingent on continued employment which is
treated as a service condition. The bonuses are not linked to the Company's
share price or value and so are treated as employee remuneration with the
associated expense spread over the service period under IAS 19. The acquired
balance sheet included a liability of £17.6m for a portion of the unpaid
bonuses, with an expense of £4.3m recognised in the Consolidated Condensed
Statement of Profit or Loss in the period since the transaction completed. As
such costs are non-recurring and are material by size, they are considered as
exceptional items and so excluded from underlying performance metrics.
Staff numbers
The monthly average number of persons, including Directors, employed by the
Group during the year split by geography was as follows:
Group
2024 2023
No.
No.
UK 246 226
Other 252 152
Total 498 378
The Company has five employees (2023: five).
8 Other operating expenses
Other operating expenses include expenditure on IT, travel and legal and
professional fees. Other operating expenses also include fees paid to the
auditors for the audit of the Group and relevant subsidiary financial
statements and other fees for other services.
In 2024 exceptional expenses of £10.9m (2023: £46.8m) are included in the
Group's other operating expenses. Further details provided in note 9 (b).
Expenditure relating to low-value asset leases is required to be disclosed
separately and is set out below.
a) Auditor's remuneration
During the year, the Company and the Group received the following services
from its external auditor, Forvis Mazars LLP.
The table below sets out fees earned by Forvis Mazars LLP in relation to the
year ended 31 December 2024.
Group
2024 2023
£ m
£ m
Audit fees
Fees payable to the external auditor for the audit of the Company and the 1.0 0.5
consolidated financial statements
Fees payable to the external auditor for the audit of the accounts of the 1.1 0.9
Company's consolidated subsidiaries
Total audit fees 2.1 1.4
Non-audit fees
Audit-related assurance services 0.2 0.2
Other non-audit services - 0.3
Total non-audit fees 0.2 0.5
Total auditor's remuneration 2.3 1.9
b) Low-value asset leases
Group
2024 2023
£ m
£ m
Expense relating to low-value asset leases
Low-value asset leases 0.4 0.4
9 Exceptional items
Exceptional items in the years ended 31 December 2024 and 2023 principally
relate to costs incurred in relation to the acquisition of ECP and EQT
Credit.
Exceptional other income in 2023 relates to the remeasurement and revaluation
of the EQT deferred consideration payable.
Group
2024 2023
£ m
£ m
Personnel expenses (50.9) (0.9)
Other operating expenses (10.9) (46.8)
Total exceptional expenses within EBITDA (61.8) (47.7)
Finance and other expenses (0.8) -
Total exceptional expenses (62.6) (47.7)
Group
2024 2023
£ m
£ m
Finance and other income - 6.9
Total exceptional income - 6.9
a) Exceptional personnel expenses
In 2024 exceptional personnel expenses primarily relate to £43.0m incentive
award share-based payment expenses from the acquisition of ECP. 2024
exceptional personnel expenses also include £4.3m of one-off retention
bonuses that transferred with the ECP perimeter.
The amounts also include £1.2m deferred transaction related bonuses and
associated social security costs from the acquisition of EQT Credit in 2020.
Specific bonus payments payable to employees in relation to the EQT
acquisition are exceptional as such awards were only granted once.
b) Exceptional other operating expenses
In 2024 exceptional other operating expenses include costs incurred in
relation to the acquisition of ECP. Costs include completion fees for the
financial advisers on the transaction, post-transaction integration costs and
other professional service fees of the associated workstreams.
Such costs would not have been incurred if no transaction had taken place and
therefore have been classified as exceptional. See note 4 for further details
of the ECP transaction.
2023 exceptional other operating expenses relate to the acquisition of ECP
include transaction fees, structuring and other accounting and tax advisory
costs, documentation costs and costs associated with the preparation of the
shareholder circular in respect of the ECP transaction.
c) Exceptional finance and other expenses
In 2024 £0.8m of exceptional finance and other expenses relate to the unwind
of discount and revaluation of items of deferred consideration relating to the
ECP transaction.
d) Exceptional finance and other income
In 2023 £6.9m of exceptional other income related to the remeasurement and
revaluation of the deferred contingent consideration payable and unwind of
discount of the associated liability to EQT AB in relation to the acquisition
of EQT Credit in 2020.
10 Depreciation and amortisation
The following table summarises the depreciation and amortisation charges
during the year.
Group
2024 2023
£ m
£ m
Depreciation on property, plant and equipment 15.1 14.9
Amortisation of intangible assets 21.1 3.8
Total depreciation and amortisation expense 36.2 18.7
The amortisation charge of £21.1m includes an expense in relation to the
amortisation of customer relationship intangible assets arising from the EQT
Credit and ECP transaction and acquired carried interest intangible assets
arising from the ECP transaction, as well as £1.7m amortisation of computer
software (2023: £0.8m).
The amortisation charge of customer relationship and carried interest
intangible assets which totalled £19.4m (2023: £3.0m) is excluded from the
calculation of underlying profitability measures in order to distinguish from
underlying performance.
11 Net finance and other income or expenses
Group
2024 2023
£ m
£ m
Interest income on term deposits 6.9 9.0
Finance income on subleases 0.9 0.7
Finance income on amounts receivable from third party investors - 0.1
Other income - 6.9
Total finance and other income 7.8 16.7
Interest expense on bank overdrafts and borrowings (17.5) (1.8)
Interest expense on lease liabilities (3.6) (3.5)
Net foreign exchange losses (12.3) (2.4)
Finance expense on amounts payable to related party investors (0.5) (0.4)
Other expenses (3.2) (1.0)
Total finance and other expenses (37.1) (9.1)
Net finance and other income, including exceptional items (29.3) 7.6
12 Tax expense
(a) Tax expense
Tax charged in the Consolidated Statement of Profit or Loss:
Group
2024 2023
£ m
£ m
Current taxation
Current tax - current year 3.7 3.2
Current tax - prior year 0.3 (0.2)
Total current tax expense 4.0 3.0
Deferred tax
Deferred tax - current year 7.8 14.9
Deferred tax - prior year (0.2) (2.6)
Total deferred tax expense 7.6 12.3
Total tax expense for the year 11.6 15.3
(b) Reconciliation of tax expense
The effective tax rate for the year ended 31 December 2024 is 14.4% (2023:
17.8%). The effective tax rate is different to the standard rate of
corporation tax in the UK of 25% (2023: 23.5%) primarily due to timing
differences on taxation of management fee income and investments. In addition,
there are tax losses carried forward in the UK due to certain forms of income
that are not subject to UK corporation tax, and in the US due to tax
deductible amortisation.
Group
2024 2023
£ m
£ m
Profit before tax 80.7 86.0
Tax on profit before taxation at the standard rate of corporation tax in the 20.2 20.2
UK of 25% (2023: 23.5%)
Non-taxable and non-deductible items (40.2) 11.4
Adjustments regarding management fee income and investments 6.8 (16.2)
Effect of foreign tax rates (0.7) (1.1)
Deferred tax not recognised 25.5 3.8
Prior year adjustment - (2.8)
Total tax expense for the year 11.6 15.3
(c) Tax on amounts recognised directly in other comprehensive income
Tax on amounts recognised in other comprehensive income relate to deferred tax
timing differences on foreign exchange forward contracts used for hedging
purposes.
Group
2024 2023
£m £m
Tax on amounts recognised in other comprehensive income (3.3) (2.2)
(d) Tax losses not recognised
The Group has carried forward losses of £544.0m (2023: £487.5m) as at 31
December 2024 on which a deferred tax asset has not been recognised due to the
uncertainty of future taxable profit against which the asset can be utilised.
The Group has a deferred tax asset recognised of £53.1m (2023: £50.0m) and
the Company has an asset of nil (2023: nil) where it is probable that the tax
losses will be utilised against future profits.
See note 23 for further detail on deferred tax assets recognised.
13 Earnings per share
Basic earnings per share is calculated by dividing the profit for the year
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable
to ordinary equity holders of the parent by the weighted average number of
ordinary shares outstanding during the year plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
These potential ordinary shares include the units that may be ultimately
converted into ordinary shares as a result of the ECP transaction completed in
August 2024.
The following table reflects the income and share data used in the basic and
diluted earnings per share calculations:
Group
2024 2023
Earnings
Profit attributable to ordinary equity holders of the parent (£m) 64.8 70.7
Number of shares
Weighted average number of ordinary shares for purposes of basic earnings per 805.1 808.5
share (m)
Effect of dilutive potential ordinary share conversion (m) 212.5 N/A
Number of ordinary shares for the purposes of diluted earnings per share (m) 1,017.6 808.5
Basic earnings per share (pence) 8.0 8.7
Diluted earnings per share (pence) 6.4 N/A
Underlying profit attributable to equity holders of the parent* (£m) 156.6 N/A
Underlying basic earnings per share* (pence) 19.5 N/A
Underlying diluted earnings per share* (pence) 15.5 N/A
* These are not defined or recognised under IFRS. The Supplementary Information:
Alternative performance measures (APMs) section sets out definitions of each
of the APMs and how they can be reconciled back to the condensed consolidated
financial statements.
The underlying profit after tax is calculated by excluding exceptional items,
adjusted items and the amortisation of intangible assets from within profit
after tax. Further details are set out in APM section.
The number of ordinary shares included in the calculation of earnings per
share excludes shares held by the Group itself. Further detail is included in
note 24.
14 Property, plant and equipment
Group
Right-of-use assets Leasehold improvements Computers, furniture and other Total
£ m
£ m
£ m
£ m
Cost
As at 1 January 2024 71.9 30.2 12.0 114.1
Additions from acquired subsidiaries 12.7 9.3 1.8 23.8
Other additions 2.0 1.5 1.4 4.9
Foreign exchange 0.6 0.4 0.1 1.1
Disposals - - (1.0) (1.0)
As at 31 December 2024 87.2 41.4 14.3 142.9
Accumulated depreciation
As at 1 January 2024 (26.0) (7.2) (7.2) (40.4)
Foreign exchange - (0.1) - (0.1)
Depreciation (8.8) (4.1) (2.2) (15.1)
Disposals - - 1.0 1.0
As at 31 December 2024 (34.8) (11.4) (8.4) (54.6)
Carrying value at 31 December 2024 52.4 30.0 5.9 88.3
Group
Right-of-use assets Leasehold improvements Computers, furniture and other Total
£ m
£ m
£ m
£ m
Cost
As at 1 January 2023 73.1 29.8 10.5 113.4
Foreign exchange - (0.2) (0.1) (0.3)
Additions 5.0 0.9 2.3 8.2
Disposals (6.2) (0.3) (0.7) (7.2)
As at 31 December 2023 71.9 30.2 12.0 114.1
Accumulated depreciation
As at 1 January 2023 (17.6) (4.2) (6.1) (27.9)
Foreign exchange - 0.1 0.1 0.2
Depreciation (9.6) (3.4) (1.9) (14.9)
Disposals 1.2 0.3 0.7 2.2
As at 31 December 2023 (26.0) (7.2) (7.2) (40.4)
Carrying value at 31 December 2023 45.9 23.0 4.8 73.7
The Company has no plant, property or equipment at 31 December 2024 (2023:
nil).
15 Goodwill and intangible assets
Group
Goodwill Intangible assets Intangible assets Total
£ m
- customer relationship
- acquired carried interest
£ m
£ m
£ m
Cost
As at 1 January 2024 105.1 21.2 - 126.3
Additions from acquired subsidiaries 436.3 132.1 97.5 665.9
Foreign exchange 17.7 5.4 3.9 27.0
As at 31 December 2024 559.1 158.7 101.4 819.2
Accumulated amortisation and impairment
As at 1 January 2024 - (9.7) - (9.7)
Amortisation - (9.9) (9.5) (19.4)
Foreign exchange - (0.1) (0.1) (0.2)
As at 31 December 2024 - (19.7) (9.6) (29.3)
Carrying value
As at 1 January 2024 105.1 11.5 - 116.6
As at 31 December 2024 559.1 139.0 91.8 789.9
Group
Goodwill Intangible assets Total
£ m
£ m
£ m
Cost
As at 1 January 2023 105.1 21.2 126.3
As at 31 December 2023 105.1 21.2 126.3
Accumulated amortisation and impairment
As at 1 January 2023 - (6.7) (6.7)
Amortisation - (3.0) (3.0)
As at 31 December 2023 - (9.7) (9.7)
Carrying value
As at 1 January 2023 105.1 14.5 119.6
As at 31 December 2023 105.1 11.5 116.6
(a) Impairment assessment of goodwill
Goodwill is allocated to and monitored by management at the level of the
Group's two CGUs as set out below:
CGU Goodwill arose from Carrying value of goodwill
2024 2023
£m £m
Credit Acquisition of EQT Credit 105.1 105.1
Infrastructure Acquisition of ECP 454.0 -
Total goodwill as at 31 December 559.1 105.1
Annual goodwill impairment test
Goodwill is tested for impairment on an annual basis. For each CGU, the
estimated recoverable amount is higher than its carrying value (being the net
book value as at 31 December 2024) and therefore no impairment was identified
or recognised.
The recoverable amount of each CGU was determined based on value-in-use
calculations. The value-in-use calculations are based on, and most sensitive
to, the following key assumptions:
Assumption Determination of assumption
Short and medium-term cash flows (revenue and cost growth) The cash flows are projected based on the actual operating results and a
five-year estimate from 2025 to 2029. Cash flows for the time thereafter are
taken into account by calculating a terminal value.
Operating profits are based on management approved income, future fundraising,
deployment of capital and costs of the business, taking into account growth
plans for each business as well as past experience.
Long-term economic growth rates (used to determine terminal values) Cash flows beyond an initial five-year period are extrapolated using estimated
long-term growth rates, which are based on external estimates of GDP and
inflation.
Pre-tax discount rates Weighted average cost of capital is determined using market risk free rates
based on the yields of government bonds that are most relevant to the
operations of the CGU, adjusted for country and operational risk and the cost
of borrowing for the Group.
Sensitivity analysis
The estimated value-in-use of each CGU exceeds its carrying value. The table
below shows the relative changes in the main assumptions: profit margins,
long-term growth rate and pre-tax discount rates, in isolation, that could
lead to the value-in-use reducing to the carrying amount. Changes beyond those
amounts would have therefore led to an impairment loss being recognised for
the year ended 31 December 2024. The sensitivity analysis presented is
prepared on the basis that any change in each key assumption would not have a
consequential impact on other assumptions used. Given the significant headroom
noted, the Group do not expect that a reasonably possible or foreseeable
change in the assumptions in isolation would lead to an impairment loss being
recognised.
Change required for value-in-use to equal carrying amount
Credit Infrastructure
Key assumptions 2024 2023 2024 2023
Reduction in profit margin (%) 59.8% 50.8% 18.9% N/A
Reduction in long-term growth rates (percentage points) 1.0ppts 2.0ppts 1.0ppts N/A
Increase in pre-tax discount rates (percentage points) 23.1ppts 18.9ppts 7.0ppts N/A
(b) Impairment of intangible assets
Acquired intangible assets are recognised on acquisition of a business.
Intangible assets that have a finite useful life are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recovered. Intangible assets are also reviewed annually for
indicators of impairment at each balance sheet date. The material intangible
assets are set out below:
Carrying value of acquired intangible assets Remaining amortisation period
Acquired intangible assets 2024 2023 2024 2023
£m
£m
(Weighted avg. years)
(Weighted avg. years)
Customer relationship - EQT Credit 8.4 11.5 2.8 3.8
Customer relationship - ECP 130.6 - 6.6 -
Acquired rights to future carried interest - ECP 91.8 - 4.6 -
In assessing indication of impairment of customer relationship intangible
assets, management uses indicators such as the profit margins of the credit or
infrastructure business, size of funds raised vs. plan, level of reinvestment
and attrition of investors in new funds and the discount rate applied to the
projections.
Key assumptions
Credit Infrastructure
Key assumptions 2024 2023 2024 2023
%
%
%
%
Long-term growth rates 1.7% 1.4% 1.7% -
Pre-tax discount rates 15.9% 16.1% 17.0% -
Management uses quantitative indicators such as fund performance metrics and
qualitative indicators such as macro economic conditions in assessing for
indicators of impairment of acquired carried interest intangible assets.
No indicators of impairment were identified in 2024.
The Company has no goodwill or intangible assets.
16 Carried interest receivable
The carried interest receivable relates to revenue which has been recognised
by the Group relating to its share of fund profits through its holdings in
relevant CIPs or GP vehicles.
Revenue is only recognised to the extent it is highly probable that the
revenue recognised would not result in significant revenue reversal of any
accumulated revenue recognised on the completion of a fund. The reversal risk
is mitigated through the application of discounts. If adjustments to the
carried interest receivable recognised in previous periods are required, they
are adjusted through revenue.
A sensitivity analysis is set out in note 3 (b).
Group
2024 2023
£ m
£ m
Opening balance 67.3 42.0
Additions from acquired subsidiaries 29.1 -
Income recognised in the year 59.1 29.8
Foreign exchange movements recognised as profit or loss (0.3) (0.4)
Foreign exchange movements recognised as other comprehensive income 1.5 (0.1)
Receipts of carried interest (43.4) (4.0)
Closing balance 113.3 67.3
The Company has no carried interest receivable.
17 Financial assets
(a) Classification of financial assets
The following tables analyse the Group and Company's assets in accordance with
the categories of financial instruments as defined in IFRS 9 "Financial
Instruments". Assets which are not considered as financial assets, for example
prepayments and lease receivables, are also shown in the table in a separate
column in order to reconcile to the face of the Consolidated Statement of
Financial Position.
As at 31 December 2024 Group
Fair value through profit or loss Hedging derivatives Financial assets at amortised cost Assets which are not financial assets Total
£ m
£ m £ m £ m £ m
Fair value of fund investments 765.6 - - - 765.6
Consolidated CLO assets 1,955.0 - 23.2 - 1,978.2
Trade and other receivables - - 143.6 29.8 173.4
Derivative financial instruments - 26.4 - - 26.4
Other investment - - - - -
Cash and cash equivalents - - 90.8 - 90.8
Consolidated CLO cash - - 69.0 - 69.0
Total 2,720.6 26.4 326.6 29.8 3,103.4
As at 31 December 2023 Group
Fair value through profit or loss Hedging derivatives Financial assets at amortised cost Assets which are not financial assets Total
£ m
£ m £ m £ m £ m
Fair value of fund investments 301.4 - - - 301.4
Consolidated CLO assets 1,313.0 - 35.8 - 1,348.8
Trade and other receivables - - 124.4 17.0 141.4
Derivative financial instruments - 6.2 - - 6.2
Other investment - - 7.5 - 7.5
Cash and cash equivalents - - 238.8 - 238.8
Consolidated CLO cash - - 76.0 - 76.0
Total 1,614.4 6.2 482.5 17.0 2,120.1
As at 31 December 2024 Company
Fair value through profit or loss Financial assets at amortised cost Assets which are not financial assets Total
£ m
£ m £ m £ m
Trade and other receivables - 39.2 - 39.2
Cash and cash equivalents - 0.7 - 0.7
Total - 39.9 - 39.9
As at 31 December 2023 Company
Fair value through profit or loss Hedging derivatives Financial assets at amortised cost Assets which are not financial assets Total
£ m
£ m
£ m £ m £ m
Trade and other receivables - - 8.0 0.4 8.4
Cash and cash equivalents - - 139.7 - 139.7
Derivative financial instruments - 3.9 - - 3.9
Total - 3.9 147.7 0.4 152.0
(b) Fair value of fund investments
The investments primarily consist of loans or commitments made in relation to
Bridgepoint Europe VII, VI and V, Bridgepoint Europe Portfolio IV, Bridgepoint
Development Capital IV and III, Bridgepoint Growth II, Bridgepoint Credit
Opportunities IV, and ECP IV, V and Calpine Continuation funds.
The fund investments are measured at fair value through profit or loss as the
business model of each vehicle is to manage the assets and to evaluate their
performance on a fair value basis.
Group
2024 2023
£ m
£ m
Opening balance 301.4 273.0
Additions from acquired subsidiaries 108.7 -
Other additions 392.2 36.3
Change in fair value 24.0 18.5
Foreign exchange movements recognised in profit or loss (6.4) (1.3)
Foreign exchange movements recognised in other comprehensive income (7.5) (5.1)
Disposals (46.8) (20.0)
Closing balance 765.6 301.4
The Company has no investment in funds at 31 December 2024 (2023: nil).
(c) Other investments
Other investments include, but are not limited to, loans made to fund
portfolio companies. Other investments (with the exception of certain other
investments designated as fair value through profit or loss) that are held to
collect contractual cash flows and which contain contractual terms that give
rise on specified dates to cash flows that are solely payments of principal
and interest are measured at amortised cost.
The Company has no other investments at 31 December 2024 (2023: nil).
(d) CLO assets
The balance shown includes the gross value of the assets held by CLO 1, CLO 3,
CLO 4, CLO 5, CLO 6, CLO 7 and CLO 8 (2023: CLO 1, CLO 3, CLO 4, CLO 5 and CLO
6), which are consolidated by the Group, but of which the Group only holds the
right and liabilities in relation to a small portion. The CLO assets are
primarily measured at fair value through profit or loss as the business model
of each vehicle is to manage the assets and to evaluate their performance on a
fair value basis.
Group
2024 2023
£ m
£ m
Consolidated CLO assets held by the Group 2,047.2 1,424.8
Consolidated CLO assets attributable to third-party investors (1,929.5) (1,343.7)
Group's exposure to consolidated CLO assets 117.7 81.1
The Company has no investments in CLO assets at 31 December 2024 (2023: nil).
(e) Derivative financial assets
Group
2024 2023
£ m
£ m
Derivative financial assets
Forward contracts 26.4 2.3
Foreign currency options - 3.9
Total derivative financial assets 26.4 6.2
The derivative financial instruments at 31 December 2024 relate to forward
contracts that are used to hedge foreign exchange risk (2023: forward
contracts and foreign exchange options). Further detail on the hedging
programme is set out in note 21 (b).
The Company does not have any derivative financial assets (2023: £3.9m).
(f) Trade and other receivables
Group Company
2024 2023 2024 2023
£ m
£ m
£ m
£ m
Non-current
Prepayments 1.6 - - -
Deferred cost of acquisition 10.3 1.7 - -
Trade and other receivables 22.0 21.5 - -
33.9 23.2 - -
Current
Trade receivables 25.6 17.5 - 4.7
Accrued income 19.7 20.6 - -
Prepayments 9.8 8.2 - -
Deferred cost of acquisition 3.9 3.2 - -
Other receivables 80.5 68.7 39.2 3.7
139.5 118.2 39.2 8.4
Total trade and other receivables 173.4 141.4 39.2 8.4
There are no material differences between the above amounts for trade and
other receivables and their fair value as these do not contain any significant
financing components.
i) Cost of acquisition
Total trade and other receivables include the deferred cost of acquisition and
consist of expenditure in excess of the cap within the LPA and fees paid to
placement agents. Such costs are capitalised as current or non-current
prepayments and amortised between two and six years. The movement in the
capitalised costs of acquisition is set out in the following table.
Group
2024 2023
£ m
£ m
Opening balance 4.9 2.8
Additions from acquired subsidiaries 5.5 -
Other additions 11.6 4.0
Amortisation (8.0) (1.9)
Foreign exchange 0.2 -
Closing balance 14.2 4.9
ii) Other receivables
Other receivables primarily relate to amounts to be invoiced to funds managed
by the Group and their portfolio companies in relation to costs incurred on
their behalf. Such costs include deal and fundraising expenditure. Amounts
receivable from the funds and from portfolio companies at 31 December 2024
were £20.3m (2023: £19.3m) and £7.5m (2023: £4.0m), respectively.
iv) Lease receivables
£14.0m in non-current trade and other receivables and £2.6m in current other
receivables represent lease receivables on sublet office premises. Two of the
subleases run until the end of the related head lease and expire on 31
December 2027. Another two sub leases sublease runs for 8 and 10 years
respectively and expires in 2031. One sublease runs until the end of the
related head lease and expires May 2026. The undiscounted cash flows for these
lease receivables during the year ended 31 December 2024 were £3.2m (2023:
£2.5m). The finance income earned on the subleases during the year ended 31
December 2024 was £0.9m (2023: £0.7m).
The following table sets out the maturity analysis of lease receivables,
showing undiscounted lease payments to be received after the reporting date.
Group
Lease receivables 2024 2023
£ m
£ m
Due within 1 year 3.8 3.1
Due between 1 and 2 years 3.7 3.6
Due between 2 and 3 years 3.6 3.6
Due between 3 and 4 years 2.0 3.6
Due between 4 and 5 years 2.5 2.0
Due after more than 5 years 3.5 6.0
Total undiscounted lease payments receivables 19.1 21.9
Unearned finance income (2.5) (3.4)
Net investment in leases 16.6 18.5
Current 2.6 2.2
Non-current 14.0 16.3
16.6 18.5
The Company has no lease receivables at 31 December 2024 (2023: nil).
(g) Cash and deposits
Group Company
2024 2023 2024 2023
£ m
£ m
£ m
£ m
Cash at bank and in hand 73.7 67.0 0.7 4.7
Money market funds 16.3 170.9 - 135.0
Deposits with original maturities of less than three months 0.8 0.9 - -
Total cash and cash equivalents 90.8 238.8 0.7 139.7
Consolidated CLO cash 69.0 76.0 - -
Total cash and term deposits 159.8 314.8 0.7 139.7
Consolidated CLO cash is cash held by CLO vehicles consolidated by the Group
and is not available for the Group's operating activities.
There are no material differences between the carrying amounts and fair values
of cash and cash equivalents, deposits with original maturities of less than
three months and consolidated CLO cash.
18 Financial liabilities
(a) Classification of financial liabilities
The following tables analyse the Group and Company's financial liabilities in
accordance with the categories of financial instruments defined in IFRS 9.
Liabilities such as deferred income, long-term employee benefits, social
security and other taxes are excluded as they do not constitute a financial
liability and are shown in the table in a separate column in order to
reconcile to the face of the Consolidated Statement of Financial Position.
As at 31 December 2024 Group
Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m
£ m
£ m
£ m
£ m
Trade and other payables 9.8 - 98.0 84.9 192.7
Other financial liabilities 159.4 - - - 159.4
Lease liabilities - - 87.9 - 87.9
Borrowings - - 485.3 - 485.3
Derivative financial instruments - 4.2 - - 4.2
Consolidated CLO liabilities 1,696.2 - 20.6 - 1,716.8
Consolidated CLO purchases awaiting settlement - - 212.7 - 212.7
Total 1,865.4 4.2 904.5 84.9 2,859.0
As at 31 December 2023 Group
Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m
£ m
£ m
£ m
£ m
Trade and other payables - - 47.6 98.0 145.6
Other financial liabilities 50.1 - - - 50.1
Lease liabilities - - 81.6 - 81.6
Derivative financial instruments - 1.6 - - 1.6
Consolidated CLO liabilities 1,152.0 - 14.9 - 1,166.9
Consolidated CLO purchases awaiting settlement - - 176.8 - 176.8
Total 1,202.1 1.6 320.9 98.0 1,622.6
Company
As at 31 December 2024 Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m
£ m
£ m
£ m
£ m
Trade and other payables - - 8.3 0.2 8.5
Total financial liabilities - - 8.3 0.2 8.5
Company
(Restated) Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m
£ m
£ m
£ m
£ m
As at 31 December 2023
Trade and other payables - - 121.3 19.5 140.8
Total financial liabilities - - 121.3 19.5 140.8
(b) Trade and other payables
Group Company
2024 2023 2024 (Restated)
£ m
£ m
£ m
2023
£ m
Amounts due in more than one year:
Management incentive scheme 13.5 12.6 - -
Deferred contingent consideration payable 9.8 - - -
Other payables 8.6 - - -
Accrued expenses 3.7 0.5 - -
35.6 13.1 - -
Amounts due within one year:
Trade payables 21.0 9.1 0.8 -
Accrued expenses 97.0 110.9 0.8 25.5
Amounts due to related parties - - - 115.1
Social security and other taxes 2.9 2.9 - -
Deferred income 7.8 - - -
Other payables 28.4 9.6 6.9 0.2
157.1 132.5 8.5 140.8
Total trade and other payables 192.7 145.6 8.5 140.8
There are no material differences between the above amounts for trade and
other payables and their fair value as these do not contain any significant
financing components.
i) Management incentive scheme
In April 2021 a subsidiary of the Company, Bridgepoint Credit Holdings Limited
("BCHL"), issued shares to certain employees of the Group as part of a
management incentive scheme. The shares are subject to a put and call option,
whereby the participating employees have the option to sell and the Group has
the option to buy the shares in the future based upon a pre-determined formula
which considers the amount of funds raised and the resulting management fees
over a five-year period. The scheme has been accounted for as an other
long-term employment benefit under IAS 19 as it is not linked to the value of
the equity of BCHL or equity instruments of other Group members, but is based
on the revenue generated by certain funds managed by the Group.
In the year ended 31 December 2024 an expense of £1.2m and corresponding
liability of the same amount have been recognised based upon funds raised and
expected management fees which exceed the targets at that date. The expense is
treated as exceptional as it relates to a one-off incentive award put in place
following the EQT Credit transaction as a one-off award.
ii) Deferred contingent consideration payable (earn-out)
The deferred contingent consideration payable arises from the ECP transaction.
The amount is calculated by reference to contracted management fees and the
implied share price of the Company which determines the payment. Further
details are set out in notes 4 and 20 (d).
iii) Accrued expenses
Accrued expenses include amounts that have been incurred but not yet invoiced,
and employee bonuses.
iv) Deferred income
Deferred income include amounts that have been received in relation to fund
management activity for services that have not been provided.
v) Other payables
Non-current other payables represents deferred consideration be paid to the
ECP vendors in future years.
Current other payables include interest payable on private placement
borrowings and deferred payments payable to the ECP vendors to be settled
within a year. They also include tax and other provisions.
vi) Trade payables
Current trade payables include £13.0m (2023: nil) of trades entered into on
behalf of CLOs that remained unsettled at year end 2024.
(c) Borrowings
Group
Non-current: 2024
Principal Fixed interest Maturity
date
£m %
ECP private placement debt
Series A Notes 17.6 5.70 7 July 2027
Series B Notes 69.5 5.79 7 July 2029
Series C Notes 59.9 5.94 7 July 2032
Sub-total / weighted coupon 147.0 5.84
New US private placement debt
Series A Notes 39.9 6.18 7 June 2027
Series B Notes 103.8 6.20 6 June 2029
Series C Notes 139.7 6.31 6 June 2031
Series D Notes 59.9 6.46 6 June 2034
Sub-total / weighted coupon 343.3 6.29
Borrowings at 31 December / weighted coupon 490.3 6.16
Capitalised facility costs (5.0)
Total borrowings at 31 December / weighted coupon 485.3 6.16
i) ECP private placement debt
In July 2022, ECP completed the issuance and sale of $225.0m (£186.2m)
aggregate principal amount private placement debt. Subsequent to the
completion of the ECP transaction, $184.0m (£146.9m) of the notes remain
outstanding at 31 December 2024 after $41.0m (£31.5m) were redeemed at par at
the option of note holders on 19 September 2024.
Qualifying costs have been capitalised and are amortised over the weighted
average life of the notes. Interest is payable semi-annually at the fixed
stated interest rates. The interest expense and debt issuance cost
amortisation from the period since acquisition totalled £4.1m. The debt is
unsecured and is held at amortised cost.
ii) New US private placement debt ($430m)
On 6 September 2024, the Group completed the issuance and sale of $430.0m
(£330.0m) aggregate principal amount of Series A, B, C and D notes
(collectively, the USPP) following the completion of the ECP transaction on 20
August 2024. The USPP is held at amortised cost which the Group has determined
to approximate the fair value of these liabilities.
iii) Borrowing facility agreement
In 2023, the Group entered into a borrowing facility agreement for £250m. At
31 December 2024, there were no drawn amounts outstanding on this facility
(2023: nil).
The Group's borrowing facility and US private placement notes are subject to
covenants based on a ratio of adjusted EBITDA to net finance charges and a
ratio of total net debt to adjusted EBITDA on a rolling annual period. During
the year the Group was fully compliant with banking covenants.
The Company has no drawn borrowings at 31 December 2024 (2023:
nil).
(d) Other financial liabilities
Group
2024 2023
£ m
£ m
Liabilities held at fair value through profit and loss:
CLO repurchase agreements 27.5 28.5
Amount payable to third party investors 110.6 -
Amount payable to related party investors 21.3 21.6
Total 159.4 50.1
i) CLO repurchase agreements
The Group has entered into an arrangement to sell and repurchase interests in
CLO 2 and CLO 3 which total £27.5m (2023: £28.5m). For CLO 2, the repurchase
liability is £12.2m (€14.7m) and will be repaid at face value as at the
scheduled repurchase date of 15 April 2035, unless an earlier date is agreed
as per the agreement. For CLO 3, the repurchase liability is £15.3m
(€18.5m) and will be repaid at face value as at the scheduled repurchase
date of 15 January 2036, unless an earlier date is agreed as per the
agreement. The interest payable over the life of the repurchase is equal to
any distributions received by the relevant notes to which the repurchase
agreement relates.
ii) Amounts payable to third party investors and related party investors
The Group consolidates a number of limited partnerships through which some of
the Group's investments in funds are held. The Group's interest only
constitutes a portion of the total and therefore other financial liabilities
include the fair value of the amounts due to external parties, who are either
third party investors (non-Group subsidiaries or affiliates) or related party
investors (Group subsidiaries or affiliates), under the limited partnership
agreement. Due to the nature of this agreement, being a contractually agreed
profit share to third party investors and related party investors, the Group
recognises their interest as a financial liability which is fair valued
through profit and loss at each reporting date.
iii) Company other financial liabilities
The Company has no other financial liabilities at 31 December 2024 (2023:
nil).
(e) Consolidated CLO liabilities
Group
2024 2023
£ m
£ m
Liabilities of CLOs consolidated by the Group (non-current) 1,696.2 1,152.0
Liabilities of CLOs consolidated by the Group (current) 20.6 14.9
Total 1,716.8 1,166.9
Non-current CLO liabilities are designated as financial liabilities at fair
value through profit and loss.
Consolidated CLO liabilities represent notes issued by CLOs which are
consolidated by and have been originated by the Group.
(f) Consolidated CLO purchases awaiting settlement
Group
2024 2023
£ m
£ m
Consolidated CLO purchases awaiting settlement 212.7 176.8
Amounts payable for purchases of CLO assets awaiting settlement are recognised
at the point at which the CLO has a contractual obligation to exchange cash.
(g) Derivative financial liabilities
Group
2024 2023
£ m
£ m
Derivative financial liabilities:
Forward contracts 4.2 1.6
The derivative financial instruments relate to forward contracts that are used
to hedge foreign exchange risk. Further detail on the Group's hedging
programme is set out in note 21 (b).
(h) Commitments
The Group's undrawn capital commitments to the Group funds at year end are
shown in the table below excluding commitments due from third party investors,
where the structured vehicle is consolidated within the consolidated financial
statements. Capital commitments are called over time, typically between one to
five years following the entry into the commitment. Capital commitments are
not a financial liability, and the Group does not have an obligation to pay
cash until the capital is called. Commitments may increase where distributions
made by the fund are recallable.
Group
2024 2023
£ m
£ m
Private equity funds 325.9 257.0
Infrastructure funds 35.8 -
Credit funds 20.5 30.3
Total committed capital 382.2 287.3
19 Lease liabilities
Group
2024 2023
£ m
£ m
Lease liabilities
Current 13.5 11.9
Non-current 74.4 69.7
Total 87.9 81.6
The lease liabilities relate to rental payments in respect of the Group's
rented offices. The lease contracts range up to 10 years.
The lease contracts include either inflationary increases to the rent payable
or periodic review of the rent payable. The liability has been determined at
each period end, based upon expected changes in the contractual rent payable,
as well as any planned exercise of any break or early exit.
The lease liability is sensitive to assumptions relating to the selection and
application of the IBR and those relating to the exercise or non-exercise of
lease break clauses.
The determination of the lease term for each lease involves the Group
assessing any extension and termination options, the enforceability of such
options, and judging whether it is reasonably certain that they will be
exercised. A number of leases contain such clauses. The Group periodically
reassesses the lease term and this assessment is based on all relevant facts
and circumstances. Should a change occur, the Group modifies the lease
liability and associated right of use asset to reflect the remaining expected
cash flows.
For each lease, a conclusion was reached on the overall likelihood of the
option being exercised. The potential future cash outflows relating to
extension options not included in the measurement of lease liabilities are nil
(2023: £3.3m).
The IBR has been determined by combining the relevant reference risk free rate
for each currency, consideration of adjustments for country specific risks and
applying a financing spread observable to comparable companies. In order to
validate the reasonableness of the IBR, it has been compared to the margin
payable on the Group's revolving credit facility, and was found to be
comparable. If the IBR had been 1% higher or lower, the impact on the lease
liability would be:
Group
2024 2023
£ m
£ m
Increase of 1% (2.1) (2.5)
Decrease of 1% 3.1 2.6
The lease payments are allocated between principal and finance expense. The
finance expense is charged to the profit or loss over the lease period so as
to produce a constant periodic rate of interest on the remaining balance of
the liability.
The Consolidated Statement of Profit or Loss includes the following amounts
relating to the lease liabilities:
Group
2024 2023
£ m
£ m
Interest on lease liability 3.6 3.5
The Company has no lease liabilities (2023: nil).
20 Fair value measurement
(a) Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date in the principal, or in its absence, the most
advantageous market to which the Group has access to at that date. The fair
value of a liability reflects its non-performance risk.
The Group discloses fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or
liabilities;
• Level 2: Inputs other than quoted prices included within level 1 that are
observable for assets or liabilities, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
• Level 3: Inputs for assets or liabilities that are not based on observable
market data (i.e. unobservable inputs).
The following table summarises the valuation of the Group's financial assets
and liabilities by fair value hierarchy:
2024 2023
Group Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Fair value of fund investments - 13.0 752.6 765.6 - - 301.4 301.4
Consolidated CLO assets - 1,955.0 - 1,955.0 - 1,313.0 - 1,313.0
Derivative financial assets - 26.4 - 26.4 - 6.2 - 6.2
Total - 1,994.4 752.6 2,747.7 - 1,319.2 301.4 1,620.6
Financial Liabilities
Deferred contingent consideration payable 9.8 9.8 - - - -
- -
Other financial liabilities - - 159.4 159.4 - - 50.1 50.1
Consolidated CLO liabilities - - 1,696.2 1,696.2 - - 1,152.0 1,152.0
Derivative financial liabilities - 4.2 - 4.2 - 1.6 - 1.6
Total - 4.2 1,865.4 1,869.6 - 1.6 1,202.1 1,203.7
There have not been any transfers between levels in the fair value hierarchy
during the year.
The following table summarises the valuation of the Company's financial assets
and liabilities by fair value hierarchy:
2024 2023
Company Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Derivative financial assets - - - - - 3.9 - 3.9
Total - - - - - 3.9 - 3.9
Financial Liabilities
Derivative financial liabilities - - - - - - - -
Total - - - - - - - -
(b) Reconciliation of level 3 fair value measurements of financial assets
A reconciliation of level 3 fair values for financial assets which primarily
represent the Group's interest in private equity, infrastructure and credit
funds, including the Group's investment in CLOs which are not consolidated, is
set out in the table below:
Group
Group 2024 2023
£m £m
Level 3 financial assets at fair value through profit or loss:
Opening balance 301.4 273.0
Additions from acquired subsidiaries 108.7 -
Other additions 379.2 36.3
Change in fair value 24.0 18.5
Foreign exchange movements recognised as profit or loss (6.4) (1.3)
Foreign exchange movements recognised as other comprehensive income (7.5) (5.1)
Disposals (46.8) (20.0)
Transfer (to)/from level 1 or 2 - -
Closing balance 752.6 301.4
The underlying assets in each fund consist of portfolios of controlling or
minority stakes, typically in private companies and investments in their debt.
Due to the level of unobservable inputs within the determination of the
valuation of individual assets within each fund, and no observable price for
each investment, such investments are classified as level 3 financial assets
under IFRS 13.
The Group holds investments with a fair value of £765.6m (2023: £301.4m) as
of 31 December 2024. These consist of investments amounting to £752.6m (2023:
£301.4m) classified as Level 3, due to the use of unobservable inputs, and
other investments totalling £13.0m (2023: nil) classified as Level 2, as
observable data other than quoted price are used.
A sensitivity analysis of a change in the value of investments at fair value
through profit or loss is set out in note 20 (e).
(c) Reconciliation of level 3 fair value measurements of financial liabilities
Financial liabilities classified as level 3 under the fair value hierarchy
consist of the deferred contingent consideration, consolidated CLO liabilities
and other financial liabilities. The valuation of these liabilities is based
on unobservable market data and therefore classified as level 3.
The valuation methodology for valuing the consolidated CLO liabilities is
based upon internal discounted cash flow models with unobservable market data
inputs, such as asset coupons, constant annual default rates, prepayment
rates, reinvestment rates, recovery rates and discount rates and are therefore
considered level 3 financial liabilities.
A reconciliation of level 3 fair values for CLO liabilities at fair value
through profit or loss is set out in the table below.
Group
2024 2023
£m £m
Movement in CLO liabilities at fair value through profit or loss which are
level 3:
Opening balance 1,152.0 597.5
Additions 616.3 582.5
Change in fair value 0.8 38.6
Foreign exchange movements recognised as profit or loss (52.9) (14.0)
Foreign exchange movements recognised as other comprehensive income - -
Disposals (20.0) (52.6)
Transfer (to)/from level 1 or 2 - -
Closing balance 1,696.2 1,152.0
A reconciliation of level 3 fair values for other financial liabilities at
fair value through profit or loss is set out in the table below.
Group
2024 2023
£m £m
Movement in other financial liabilities at fair value through profit or loss
which are level 3:
Opening balance 21.6 21.4
Additions from acquired subsidiaries 0.2 -
Additions 124.1 1.3
Change in fair value (0.3) 0.5
Foreign exchange movements recognised as profit or loss - (0.7)
Foreign exchange movements recognised as other comprehensive income (2.7) -
Disposals (11.0) (0.9)
Transfer (to)/from level 1 or 2 - -
Closing balance 131.9 21.6
A reconciliation is not provided for CLO repurchase agreements and deferred
contingent consideration payable on the basis that the movements between 31
December 2024 and 31 December 2023 relate to remeasurement and revaluation.
A sensitivity analysis of a change in the value of CLO liabilities and other
financial liabilities at fair value through profit or loss is set out in note
20 (e).
The Company does not hold any liabilities at fair value at 31 December 2024
(2023: nil).
(d) Valuations
(i) Private equity fund investments:
Different valuation methodologies are used when valuing private equity fund
investments:
Valuation Approach
Earnings The Group primarily uses an earnings approach for private equity fund
investments where a set of relevant listed companies and precedent
transactions are available. Earnings multiples are applied to the earnings of
each portfolio company to determine the enterprise value. The most common
measure of earnings is EBITDA. Earnings are adjusted for non-recurring items
and run-rate adjustments to arrive at maintainable earnings. Earnings are
usually obtained from portfolio company management accounts or
forecast/budgeted earnings, as considered appropriate. When selecting earning
multiples consideration is given to:
· the original transaction price/entry multiple;
· recent transactions in the same or similar instruments;
· relevant comparable listed company multiples; and
· exit expectations and other company specific factors.
The resulting enterprise value is then adjusted to take into account the
capital structure of the portfolio company, including any relevant assets or
liabilities such as cash or debt. The fund's share of the value is calculated
by calculating its holding.
(ii) Credit fund investments:
Different valuation methodologies are used when valuing credit fund
investments.
Valuation Approach
Amortising to par method Where a performing loan has been originated it is valued based upon its
amortised cost. Provided that there are no circumstances which indicate
material underperformance or inability of the borrower to pay interest or
repay the principal, the valuation of loans that have been originated is
determined by apportioning any arrangement fees, similar fees or discount on a
linear basis over the anticipated holding period (which is typically three
years).
Market price Where a loan is traded in the market, market prices can be obtained for use in
pricing. Market prices can be obtained from third-party market price
aggregation services or broker quotes where there is an active market. The
extent to which a market is active will depend on the 'depth' of the pricing
(being the number of distinct price quotations available from different
sources). Before the use of market pricing, consideration is given to
anomalies or other inaccuracies in market pricing and whether there are other
factors that should be considered (for example, recent transactions).
Earnings Where a loan may be impaired an earnings basis is typically used to determine
the enterprise value of the borrower, following which a waterfall approach is
used to determine the value of the loan. Where there are circumstances which
indicate there is risk of non-performance of the borrower, the enterprise
value of the borrower will typically be determined in accordance with an
earnings methodology (as described above), following which a waterfall
approach is used to determine the value of the loan.
Discounted cash flows Where the Group holds an interest in the note of a CLO, a discounted cash flow
analysis is used to determine the valuation. Inputs used in the discounted
cash flow analysis include discount rates and those used to project the
expected cash flows relating to the CLO's underlying asset portfolio including
annual loan default rates and associated recovery rates, prepayment rates,
reinvestment rates and spreads.
Other approaches Considering the broad array of debt instruments that may be held by the funds,
it may be deemed appropriate for other valuation techniques to be utilised in
certain cases.
(iii) Infrastructure fund investments:
Valuation Approach
Earnings The Group uses an earnings approach for infrastructure fund investments where
a set of relevant listed companies and relevant transactions are available.
Earnings multiples are applied to the earnings of each portfolio company to
determine the enterprise value. The most common measure of earnings is EBITDA.
Earnings are adjusted for non-recurring items and run-rate adjustments
to arrive at maintainable earnings. Earnings are usually obtained from
portfolio company management accounts or forecast/budgeted earnings, as
considered appropriate. When selecting earnings multiples consideration is
given to:
· the original transaction price/entry multiple;
· recent transactions in the same or similar instruments;
· relevant comparable listed company multiples or transaction multiples; and
· exit expectations and other company specific factors.
The resulting enterprise value is then adjusted to take into account the
capital structure of the portfolio company, including any assets or
liabilities such as cash or debt that should be included. The fund's share of
the value is calculated by calculating its holding.
Discounted cash flows Inputs used in the discounted cash flow analysis include discount rates and
those used to project the expected cash flows relating to the infrastructure
portfolio company.
(iv) Consolidated CLO assets
The consolidated CLO assets are priced using market price where a loan is
traded in the market and market prices can be obtained for use in pricing. The
inputs include market price aggregation services or broker quotes where there
is an active market. The extent to which a market is active depends upon the
'depth' of the pricing (being the number of distinct price quotations
available from different sources). Before the use of market pricing,
consideration is given to identify anomalies or other inaccuracies in market
pricing and whether there are other factors that should be considered (for
example, recent transactions). As at 31 December 2024, 100% (2023: 100%) of
the CLO fund assets were priced using market prices and classified as Level 2.
(v) Consolidated CLO liabilities
Where the Group is required to consolidate the liabilities of a CLO, a net
asset approach is used where the value of the liabilities is driven by the
value of the consolidated loan asset portfolio and any residual cash, accrued
interest and expenses contained within the vehicle. The Group have classified
this financial liability as Level 3.
(vi) Deferred contingent considerations
The Group uses discounted cash flows to determine fair value of the deferred
contingent consideration which will be paid to ECP vendors in relation to the
acquisition of ECP. Inputs used in the calculation of the deferred
consideration include estimates of certain management fee revenue, minimum and
maximum thresholds, different performance scenarios for ECP and
probability-weightings, and a discount rate. The Group have classified this
financial liability as Level 3.
(vii) CLO repurchase agreements
The Group is party to a sale and repurchase agreement relating to CLOs; a
discounted cash flow analysis is used to determine the valuation. Unobservable
inputs used in the discounted cash flow approach include discount rates and
forecast cash flows relating to the CLO's underlying asset portfolio,
including assumptions for annual loan default rates and associated recovery
rates, prepayment rates, reinvestment rates and spreads. The Group have
classified this financial liability as Level 3.
(viii) Other financial liabilities
The Group has entered a limited partnership agreement with related party and
third party investors to contractually share profits from those partnerships.
The liabilities are calculated using a percentage outlined within the
agreement multiplied by the profit from the partnerships. The valuation is
derived from underlying value of the partnerships, which is based on the
unobservable market data and therefore they are therefore classified as Level
3.
Derivatives used for hedging, which are fair valued, are classified as Level 2
fair values as the inputs are observable.
Further details on estimation uncertainty in the valuation of investments is
set out in note 3 (b).
(e) Valuation inputs and sensitivity analysis
The number of unique investments represents the investments that the Group
indirectly invests into through its investments in private equity,
infrastructure and credit funds. The table below sets out information about
significant unobservable inputs used at 31 December 2024 in measuring
financial instruments categorised as level 3 in the fair value hierarchy.
Description Fair value at 31 December 2024 (£m) Fair value at 31 December 2023 (£m) Number Valuation technique Significant Range Sensitivity Effect on fair value at 31 December 2024 (£m)
unobservable inputs
of unique investments
Private equity fund investments 581.4 260.9 80 Market Earnings multiple 3.4x -27.5x +10% Earnings multiple 60.3
Approach
Revenue multiple 4.0x - 27.5x -10% Earnings multiple (61.9)
Infrastructure fund investments 127.1 - 16 Market Approach Earnings multiple 4.5x -10.5x Upside case** 87.2
Cash flow yield 8% Downside case** (90.2)
Discounted Cash Flow Discount rate 8.3% -22.8% Upside case** 7.1
Downside case** (3.6)
Credit fund investments 29.5 25.3 26 Market Earnings multiple 5.0x - 26.4x +10% Earnings multiple 0.2
Approach
Revenue multiple 3.0x - 11.7x -10% Earnings multiple (0.3)
479 Other n/a n/a n/a n/a
Group's investments in CLOs that are not consolidated* 14.6 15.2 8 Discounted Cash Flow Discount rate 1.6% -16.0% Upside case** 1.1
Default rate 2.0%
Recovery rate 35.0% - 65.0%
Prepayment rate 20.0% Downside case** (0.9)
Reinvestment price 97.5% - 99.5%
Spread 3.75% - 8.0%
Total assets 752.6 301.4
Consolidated CLO liabilities* 1,696.2 1,152.0 47 Discounted Cash Flow Discount rate 1.6% -16.0% Upside case** 102.9
Default rate 2.0%
Recovery rate 35.0% - 65.0%
Prepayment rate 20.0% Downside case** (59.7)
Reinvestment price 97.5% - 99.5%
Spread 3.75% - 8.0%
CLO repurchase agreements 27.5 28.5 11 Discounted Cash Flow Discount rate 1.6% - 9.3% +10% discount rate 0.4
-10% discount rate (0.3)
Deferred 9.8 - n/a Probability Weighted Expected Return Discount rate 10.3% +1% discount rate
contingent -1% discount rate 0.3
consideration
Scenario 5.0% - 70.0% (0.3)
probabilities
Other financial liabilities 131.9 21.6 n/a Other Net asset value (NAV) n/a +10% of NAV 13.2
-10% of NAV (13.2)
Total liabilities 1,865.4 1,202.1
* The sensitivity analysis is performed on the portfolio of notes of CLO
vehicles that that the Group has invested in, including £14.6m of investments
in CLOs that are not consolidated (2023: £15.2m) and £117.7m of investments
in CLOs that are consolidated (2023: £81.8m). The sensitivity analysis for
the investments in the notes of CLOs that are consolidated impacts the value
of the consolidated CLO liabilities (as these are eliminated from the overall
balance) and are accordingly disclosed in this section of the table.
** The upside case is based on the key inputs used in the valuation model
disclosed above, being favourably adjusted from their base value by a factor
of 10%. The downside case adjusts these key inputs by a factor of 10% in the
opposite direction.
21 Financial risk management
In its activities, the Group is exposed to various financial risks: price and
valuation risk, market risk (including exposure to interest rates and foreign
currencies), liquidity risk and credit risk arising from financial
instruments. The Group's senior management is responsible for the creation and
management of an overall risk management policy in the Group.
The Group Consolidated Statement of Financial Position is made up
predominately of investments into private equity, infrastructure and credit
funds, consolidated CLO assets and liabilities, cash and cash equivalents,
lease liabilities, CLO purchases awaiting settlement and other financial
liabilities.
The assets of a private equity and infrastructure fund are controlling or
minority stakes, typically in private companies, and debt in such companies.
The assets of credit funds and the consolidated CLO vehicles are loans to
private companies. The financial risks relating to such investments inherently
vary, based on the nature of the investments (equity or debt), and recovery
and returns from capital invested will depend upon the financial health and
prospects of each underlying investee entity. As part of their construction,
each fund is constructed as a diversified portfolio of assets, diversified by
number of assets, industries and geographies.
Risk management policies are established to identify and analyse the risks
faced by the Group and to set appropriate risk limits and controls. Policies
are reviewed on a regular basis to reflect changes in the market conditions
and the Group's activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive
control environment in which all employees understand their roles and
obligations.
The Company Statement of Financial Position is made up predominantly of
investments in subsidiaries, cash and cash equivalents, and derivative
financial instruments.
(a) Price and valuation risk
Price and valuation risk is the uncertainty about the difference between the
reported value and the price that could be obtained on exit or maturity of an
asset or liability. This principally relates to investments in funds, which
hold portfolios of private equity, infrastructure and debt investments,
investments held by consolidated CLOs, and notes issued by consolidated CLOs.
This uncertainty arises due to the use of unobservable inputs in the
calculation of fair value, the performance and financial health of portfolio
companies and, ultimately - in relation to investments in private equity -
what a third party may be willing to pay for the relevant business. There is
less uncertainty for investments in debt as the upside is capped to the
maximum of the principal and interest receipts, whereas private equity
investments have greater potential for larger changes in their valuation as
the upside is not capped.
The Group monitors the performance of each investment closely. Portfolio
monitoring is embedded and maintains focus throughout the investment life of
each company. All investments are formally reviewed through dedicated forums.
The review process involves a rigorous assessment of a company's financial
performance, financial health (including covenant coverage) and exit
prospects. The Group values all investments in line with the IPEV Guidelines
at least twice a year, and in most cases quarterly. Each investment undergoes
the same detailed valuation process, in accordance with the Group's valuation
policies. Completed valuations are presented and discussed at the relevant
valuation governance forum for approval. Valuation methodologies together with
the significant unobservable inputs applied for the Group's financial assets
and liabilities are included in note 20 (e).
The Company has no significant exposure to price and valuation risk.
(b) Foreign exchange risk
Foreign exchange risk is the risk of losses or other adverse effects resulting
from a change in a foreign exchange rate, or from other unfavourable changes
in relation to a foreign currency. The Group is primarily exposed to two types
of foreign exchange risk:
· Transaction risk: the adverse effect that foreign exchange rate fluctuations
can have on a completed transaction prior to settlement. It is the exchange
rate, or currency, risk associated specifically with the time delay between
entering into a trade or contract and then settling it. As the majority of the
Group's income is denominated in euro or US dollars, this means that its
income when recognised in pounds sterling is subject to exposure to foreign
exchange rate movements over time.
· Translation risk: the risk of adverse changes in the rates at which assets,
liabilities, income or costs in foreign currencies are translated into the
reporting currency. The Group holds financial assets and liabilities
denominated in currencies other than pound sterling, the presentational
currency of the Group. Consequently, the Group is exposed to currency risk
since the value of financial assets and liabilities denominated in other
currencies will fluctuate due to change in exchange rate.
The Group undertakes hedging where foreign currency transactions give rise to
a mismatch of the cash flow of the underlying currency. For example, the
Group's private equity and credit businesses earn management fees
predominately in euros, but have a cost base predominately in pounds sterling
giving rise to mismatch. The Group also undertakes hedging where balance sheet
exposures in currencies could result in significant volatility in earnings.
The Group does not currently hedge the US dollar earnings of the ECP business
on the basis that management fee income and the cost base are both denominated
in US dollars, and there is a degree of natural hedge from the interest
payable on the Group's USPP borrowings which is denominated in US dollars.
A summary of the foreign exchange hedging undertaken by the Group for euro
denominated management fees, euro investments and US dollar liabilities is
set out below.
The Company has no significant exposure to foreign currency risk.
Hedging of euro management fees
In order to hedge euro denominated management fee income, the Group has
entered into a series of forward trades and swap agreements to sell euro and
buy pounds sterling at various dates in the future to reduce the currency
exposure of euro denominated income to future spot rate volatility. The level
of hedging is determined with reference to the amount of pounds sterling
denominated costs and dividends. The level of hedging provides for almost full
coverage in 2024, and reducing in 2025 and 2026, which will be increased and
extended as part of the ongoing hedging strategy over time.
The nominal value of open trades at the year end date to match certain
expected future cash flows is shown in the table below, along with the
aggregate mark-to-market of the year end date.
Group
2024 2023
£ m
£ m
Nominal value of forward trades and swap agreements in pound sterling 534.0 362.7
Mark-to-market value at year end 14.5 0.2
These hedges are in place to match known future cash flows, and the Group has
decided to use cash flow hedge accounting as allowed and determined under IFRS
9.
The change in value that has been recognised as ineffective in the
Consolidated Statement of Profit or Loss, the amount of the effective portion
recognised within the cash flow hedge reserve and amounts released to the
Consolidated Statement of Profit or Loss during the year are shown in the
table below. There was no hedge ineffectiveness.
Group
2024 2023
£ m
£ m
Ineffective portion recognised as profit or loss - -
Effective portion recognised as other comprehensive income 14.0 8.6
Reclassified to profit or loss upon settlement of hedges 0.3 1.3
Hedge ineffectiveness could occur if the amount of hedging is more than the
amount of the euro denominated income and timing differences between receipt
of the income and settlement of the hedge.
Hedging of euro investments
In order to remove the risk of volatility in the Group's earnings on the
translation of investments in funds and carried interest denominated in euros
at each year end, the Group has entered into a series of forward trades and
swap agreements to sell euro and buy pounds sterling at various dates in the
future that match the expected date of receipts from the underlying funds.
These hedges are in place to match expected future cash flows, and the Group
has decided to use hedge accounting as allowed and determined under IFRS 9.
The hedge ratio is tracked by comparing the nominal value of outstanding
trades to the Group's total exposure to fund investments and loans denominated
in a foreign currency.
The Group's exposure to euro investments at each year end is summarised below,
along with a sensitivity of the impact of a 5% change in the foreign exchange
rate. This analysis excludes the consolidated CLO assets, which are
attributable to third-party investors.
Group
2024 2023
Euro denominated investments (€m) 662.7 400.7
Investment hedges (€m) (260.8) (83.3)
EUR denominated investments, net (€m) 401.9 317.4
+/- 5% sensitivity (£m) impact on profit and net assets 16.6 13.7
The nominal value of open trades at the year end date is shown in the table
below, along with the aggregate mark-to-market.
Group
2024 2023
£ m
£ m
Nominal value of forward trades and swap agreements in pound sterling 282.8 74.7
Mark-to-market value at year end 5.4 0.6
The profit or loss on the revaluation of the hedging instrument is recognised
together with the investment returns in the Consolidated Statement of Profit
or Loss.
A change to foreign exchange rates will impact the fair value of derivative
contracts, however an opposing movement will be seen in the hedged item.
Hedging of US dollar liability
As a consequence of USPP borrowings and related inter-group lending
arrangements, which are denominated in US dollars, the Group has a risk of
volatility in the consolidated profit and loss account from revaluing the
liability into pounds sterling and a transaction risk in relation to the
ultimate repayment of the liability in US dollars should the Group not
generate sufficient US dollar cash flows when the repayments are due.
The Group has therefore entered into a series of forward trades and swap
agreements to sell pounds sterling and buy US dollars to match the net
exposure to US dollars.
The Group has decided to use hedge accounting as allowed and determined under
IFRS 9. The hedge ratio is tracked by comparing the nominal value of
outstanding trades to the Group's total exposure to loans denominated in US
dollars.
The Group's exposure to US dollar liabilities at each year end is summarised
below, along with a sensitivity of the impact of a 5% change in the foreign
exchange rate.
Group
2024 2023
US dollar borrowing ($m) (281.1) -
Investment hedges ($m) 195.5 -
Un-hedged US dollar liabilities, net ($m) (85.6) -
+/- 5% sensitivity (£m) impact on profit and net assets (3.4) -
The nominal value of open trades at the year end date is shown in the table
below, along with the aggregate mark-to-market.
Group
2024 2023
£ m
£ m
Nominal value of forward trades and swap agreements in pounds sterling 195.5 -
Mark-to-market value at year end 2.3 -
The profit or loss on the revaluation of the hedging instrument is recognised
together with the investment returns in the Consolidated Statement of Profit
or Loss.
A change to foreign exchange rates will impact the fair value of derivative
contracts, however an opposing movement will be seen in the hedged item.
(c) Interest rate risk
The Group's income and operating cash flows are substantially independent of
changes in market interest rates. The USPP is at a fixed rate of interest. The
amounts drawn under the Group's revolving credit agreements, however, bear
interest at a floating rate that could rise and increase the Group's interest
cost and debt, if drawn.
If interest rates were to change by 1%, the Group's finance expense applied on
the borrowings at year end would have increased or (decreased) by the amounts
set out in the table below.
Group
2024 2023
£ m
£ m
(+/-) (+/-)
Increase or decrease of 1% 5.0 -
The Company has no other significant exposure to interest rate risk.
(d) Credit risk
Credit risk is the risk that a counterparty is unable to meet their
contractual obligations in full when due. Potential areas of credit risk
consist of cash and cash equivalents, term deposits, including deposits with
banks and financial institutions, short-term receivables, lease receivables,
investments in the CLOs and derivative financial instruments. The Company and
the Group have not experienced any significant defaults in prior periods.
Group exposure
The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each counterparty. Expected credit losses are calculated on
all of the Group's financial assets that are measured at amortised cost.
Factors considered in determining whether a default has taken place include
how many days past the due date a payment is, deterioration in the credit
quality of a counterparty, and knowledge of specific events that could
influence a counterparty's ability to pay.
Expected credit losses are not expected to be material and there are no
financial assets that are materially impaired.
Cash and cash equivalents
The Group limits its exposure in relation to cash and cash equivalents by only
dealing with well-established financial institutions of high-quality credit
standing. At each period end, the Group's cash and cash equivalents were held
with banks that were investment grade credit quality (BBB or higher).
Investments in CLOs
The Group is required to hold a 5% interest in such vehicles after they are
launched under risk retention rules. Each CLO portfolio typically invests in
70-100 individual loans issued by private equity borrowers. The portfolios are
highly diversified by geography, industry and sponsor. The Group's maximum
exposure to loss associated with its interest in the CLOs is limited to the
carrying amounts of the notes held by the Group, which at 31 December 2024 was
£99.5m (2023: £96.3m), excluding the exposure of the non-controlling
interest investor.
At 31 December 2024, the Group fully consolidated CLOs 1, 3, 4, 5, 6, 7 and 8
(2023: CLO 1, 3, 4, 5 and 6). The Group's interests in CLOs 1, 3, 4 and 5
comprise interests in subordinated notes which incur the first loss if there
is any default within the portfolio of assets by an individual borrower.
Whilst the Group has entered into sale and repurchase agreements for CLO 2 and
CLO 3, it remains contractually exposed to the performance of the CLO, however
as the interest is held vertically across all notes of the CLO, the holdings
are more diversified than the Group's interest in CLOs 1, 4, 5, 6 and 7.
Under the sale and repurchase agreements, the Group is subject to credit risk
with the counterparty of £27.7m (2023: £29.0m), however it is holding cash
collateral of £27.7m (2023: £29.0m), reducing the risk.
Investments in private equity, credit and infrastructure funds
The Group's investments in private equity, credit and infrastructure funds
indirectly expose it to credit risk via loans to investee entities. The
maximum exposure to loss associated with funds is limited to the carrying
value at 31 December 2024 which was £634.3m (2023: £286.4m), excluding the
investments of third party investors.
Trade and other receivables (including lease receivables)
Trade and other receivables are primarily amounts due from funds or amounts
due from portfolio companies. The funds are managed by the Group on behalf of
investors, who have made commitments to the funds. Therefore, trade and other
receivables from the funds are collateralised against unfunded investor
commitments. These commitments can be drawn at any time. The Group therefore
considers the probability of default to be remote. As such, the Directors
consider the Group's credit exposure to trade and other receivables to be low.
As a lessor the Group has exposure to payments by lessees. The Group considers
there to be a low risk of default due to the credit quality of the
counterparties.
Carried interest receivable
The Group's carried interest receivable represents income expected from
relevant CIPs or GPs. The Group considers there to be a remote risk of
default on these receivables on the basis that these amounts are due from the
funds for reasons set out above (e.g. investor commitments).
Company exposure
Potential areas of credit risk for the Company consist of cash and cash
equivalents, including deposits with banks and financial institutions,
derivative instruments, term deposits and short-term receivables. The maximum
exposure to credit risk at the year end of these financial assets is their
carrying value. The Company seeks to reduce the credit risk relating to cash
balances by only dealing with well-established financial institutions of high
quality standing.
(e) Liquidity risk
Liquidity risk is the risk that the Group or Company will encounter difficulty
in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Group's approach to
managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The liquidity outlook is monitored at least monthly by management and
regularly reviewed by the Board.
The timing of the Group's management fee receipts and operating expenditure
are predictable. The timing, amount and profits from the Group's investments,
in and from the funds, are inherently less predictable, however a reasonable
period of notice is given to all investors, including the Group, ahead of
drawing of funds.
The Group's policy is to maintain sufficient amounts of cash and cash
equivalents to meet its commitments at a given date, including
for acquisitions and for refinancing maturing debt.
During 2024, the Group completed the issuance of $430.0m of new private
placement debt which was used to refinance certain ECP debt following the ECP
transaction and to provide additional resources to deliver the Group's
strategic growth plans. The Group also has access to a £250.0m undrawn
revolving credit facility which it uses to manage liquidity.
Due to the long-term nature of the Group's assets, the Group seeks to ensure
that the maturity of its debt instruments are matched to free cash generated
from the business.
The Group's financing arrangements and borrowings are subject to financial
covenants. Further detail is included in note 18 (c).
The Company has sufficient cash reserves to assist in managing liquidity. The
risk is not considered to be material as the majority of the balances are
held with Group companies.
The tables below summarise the Group and Company's financial liabilities by
the time frame they are contractually due to be settled, undiscounted and
including interest payable. This also excludes liabilities which are not
financial liabilities (for example, deferred income)
As at 31 December 2024 Group
Due within Due between Due within Due more than Total
£ m
1 year 1 and 2 years 2 and 5 years 5 years
£ m
£ m
£ m
£ m
Other financial liabilities - 21.3 - 138.1 159.4
Derivative financial liabilities 3.6 0.2 0.4 - 4.2
Trade and other payables 97.0 10.8 - - 107.8
Borrowings - - 230.8 259.5 490.3
Lease liabilities 17.0 16.7 43.1 24.5 101.3
Consolidated CLO liabilities 120.8 309.1 1,062.6 612.6 2,105.1
Consolidated CLO purchases awaiting settlement 212.7 - - - 212.7
451.1 358.1 1,336.9 1,034.7 3,180.8
As at 31 December 2023 Group
Due within Due between Due within Due more than Total
£ m
1 year 1 and 2 years 2 and 5 years 5 years
£ m
£ m
£ m
£ m
Other financial liabilities - 21.6 - 29.0 50.6
Derivative financial liabilities 1.2 0.4 - - 1.6
Trade and other payables 47.6 - - - 47.6
Lease liabilities 15.0 14.1 38.7 25.7 93.5
Consolidated CLO liabilities 96.4 63.6 1,271.5 - 1,431.5
Consolidated CLO purchases awaiting settlement 176.8 - - - 176.8
337.0 99.7 1,310.2 54.7 1,801.6
As at 31 December 2024 Company
Due within Due between Due within Due more than Total
£ m
1 year 1 and 2 years 2 and 5 years 5 years
£ m
£ m
£ m
£ m
Trade and other payables 8.5 - - - 8.5
8.5 - - - 8.5
As at 31 December 2023 Company
Due within Due between Due within Due more than Total
£ m
1 year 1 and 2 years 2 and 5 years 5 years
£ m
£ m
£ m
£ m
Trade and other payables 131.7 - - - 131.7
22 Capital management
The primary objective of the Group's capital management is to ensure that the
Company and its subsidiaries have sufficient capital both now and in the
future, having considered risks in the business and mitigants to those risks,
while managing returns to the Group's shareholders. The Group also manages its
capital position to ensure compliance with capital requirements imposed by the
Financial Conduct Authority ("FCA") and other regulatory authorities on
individual regulated entities.
The Investment Firms Prudential Regime ("IFPR") applies to Markets in
Financial Instruments Directive ("MiFID") investment firms, collective
portfolio management investment firms and regulated and unregulated holding
companies of groups that contain one or more of the aforementioned firms. The
Group and certain regulated subsidiaries report to the FCA on own funds and
liquid assets. The capital structure comprises cash and cash equivalents,
borrowings and the capital and reserves of the Company. Capital and reserves
comprise share capital, share premium, capital contributions, other reserves
and retained earnings. These as set out below.
During the year the Group and the Company were fully compliant with regulatory
capital requirements.
Group
2024 2023
£ m
£ m
Cash and cash equivalents (for use within the Group) 90.8 238.8
Total cash and cash equivalents 90.8 238.8
Share capital 0.1 0.1
Share premium 375.1 289.8
Capital redemption reserve 0.0 0.0
Share-based payment reserve 21.8 3.0
Cash flow hedge reserve 14.7 0.9
Foreign exchange option time value reserve - 0.1
Net exchange differences reserve 16.6 8.6
Retained earnings 555.1 418.7
Equity attributable to owners of the Company 983.4 721.2
Non-controlling interests 207.8 -
Total equity 1,191.2 721.2
23 Deferred tax
Group
2024 2023
£ m
£ m
Deferred tax assets 76.5 74.6
Deferred tax liabilities (121.2) (108.5)
Net deferred tax liability (44.7) (33.9)
Deferred tax assets Other timing differences Management fee hedges Losses carried forward Total
As at 31 December 2023 24.6 - 50.0 74.6
(Charge) to other comprehensive income - - - -
Credit/(charge) to the Consolidated Statement of Profit or Loss (1.2) - 3.1 1.9
As at 31 December 2024 23.4 - 53.1 76.5
Deferred tax liabilities Other timing differences Management fee hedges Management fee income and investments Capital allowance Total
As at 31 December 2023 (14.3) (0.2) (91.0) (3.0) (108.5)
(Charge) to other comprehensive income - (3.3) - - (3.3)
Credit/(charge) to the Consolidated Statement of Profit or Loss (4.5) - (6.5) 1.6 (9.4)
As at 31 December 2024 (18.8) (3.5) (97.5) (1.4) (121.2)
Deferred tax liabilities primarily represent a future tax on the Group's
management fee income and a timing difference arising on the remeasurement of
the fair value of investments. They unwind as management fees become taxable
and investments are realised.
Deferred tax assets primarily relate to tax losses carried forward, to the
extent that they can be utilised under relevant tax legislation.
Other timing differences primarily relate to a deferred tax asset on lease
liabilities of £20.8m (2023: £20.4m) and a deferred tax liability on
right-of-use assets amounting to £16.6m (2022: £11.5m). These will unwind
over the period of the lease.
The Company has no deferred tax assets or liabilities (2023: nil).
The deferred tax has been measured using the applicable tax rate expected at
the point at which the income or cost will become taxable.
24 Equity
(a) Share capital and premium
Allotted, called up and fully paid shares
Company
2024 2023
No. £ No. £
Ordinary of £0.00005 each 823,930,986 41,197 794,637,730 39,732
Deferred of £81 each 500 40,500 500 40,500
Deferred of £1 each 1 1 1 1
Deferred of £0.01 each 1 0.01 1 0.01
Total 823,931,488 81,698 794,638,232 80,233
Share capital represents the number of ordinary shares issued in the capital
of the Company multiplied by their nominal value of £0.00005 each. Share
premium substantially represents the aggregate of all amounts that have ever
been paid above nominal value to the Company when it has issued ordinary
shares.
The holders of the ordinary shares have the right to receive notice of and to
attend and vote at any general meeting of the Company. The shares have one
vote per share on a resolution.
Each ordinary share is eligible for ordinary course dividends and
distributions on a liquidation, and is generally entitled to participate
in a return of capital, in each case subject to the provisions set out in
the Articles of the Company.
Deferred shares have no rights other than the right to receive their nominal
value in a liquidation after all other shares have received £1.0m per share.
(b) Own shares
Own shares are recorded by the Group when ordinary shares are acquired by the
Company and they are deducted from shareholders' equity. The Company held
171,096 ordinary shares and 501 deferred shares (2023: 171,096 ordinary
shares; 501 deferred shares) within retained earnings as at 31 December 2024
at a cost of nil (2023: nil).
(c) Other reserves
The following table provides a breakdown of the reserves that are included in
the Group and the Company's other reserves.
Group Company
2024 2023 2024 2023
£ m
£ m
£ m
£ m
Cash flow hedge reserve 14.7 0.9 - -
Foreign exchange option time value reserve - 0.1 - 0.1
Net exchange differences reserve 16.6 8.6 - -
Share-based payment reserve 21.8 3.0 25.3 2.9
Merger reserve - - 571.4 571.4
Capital redemption reserve 0.0 0.0 - -
Total 53.1 12.6 596.7 574.4
(i) Cash flow hedge reserve
Hedge reserves consist of the cash flow hedge reserve and the costs of hedging
reserve reflecting items such as the change in fair value related to forward
points basis adjustment. The cash flow hedge reserve is used to recognise the
effective portion of gains or losses on foreign exchange forward contracts
that are designated and qualify as cash flow hedges, as described in note 21
(b).
(ii) Net exchange differences reserve
Other comprehensive income reported in the net exchange differences reserve
comprises the net foreign exchange gains and losses on the translation of
foreign operations.
(iii) Share-based payment reserve
The share-based payment reserve relates to the accumulated expense from the
recognition of equity-settled share-based payments to employees.
During the year, a £16.2m transfer was made between share-based payment
reserve and retained earnings which related to the full vesting of the LTIP
awards and RSUs.
(iv) Merger reserve
The merger reserve relates to the fair value of shares issued by the Company
as part of the restructuring ahead of the Company's IPO in 2021 at fair
value.
(vi) Capital redemption reserve
On 2 October 2023, the Company announced a buyback programme of up to £50.0m
that commenced on 12 October 2023. This was on top of a programme of £50.0m
which concluded on 11 October 2023, and bought back 23.6m ordinary shares for
a consideration of £50.0m. As at 31 December 2024, a total of 3.8m ordinary
shares within the second buyback programme have been bought back and cancelled
for £0.1m.
During the financial year, the Group had a total cash outflow of £9.8m (2023:
£60.2m) relating to share buybacks.
(d) Non-controlling interests
Non-controlling interests arise when the Group does not own all of a
subsidiary, but the Group retains control. Financial information
for subsidiary entity or group that have material non-controlling interests
is provided below:
Proportion of economic interest held by non-controlling interests Profit/(loss) allocated to Carrying value of
non-controlling interests non-controlling interests
At 31 December 2024 2023 2024 2023 2024 2023
% % £m £m £m £m
Bridgepoint OP LP 15.0% - 4.0 - 175.0 -
Bridgepoint European CLO Management I SCSp 31.8% - 0.3 - 32.8 -
4.3 - 207.8 -
(i) ECP transaction
As described in note 4, the Group completed the acquisition of ECP in 2024. In
accordance with the purchase and sale agreement, the ECP vendors received
partnership units which are economically equivalent to the Company's ordinary
shares and may be ultimately exchanged for the shares on a one-for-one basis.
On the acquisition date, the total number of partnership units owned by the
ECP vendors (other than the Group and its affiliates) represented £200.2m or
18.0% of the total shareholdings in Bridgepoint OP LP and it subsequently
decreased to 15.0% at 31 December 2024 due to the conversion of a number of
the units into the Company shares.
The non-controlling interest on the acquisition date was measured at its
proportionate share of the acquiree's net identifiable assets under IFRS 3 and
goodwill is valued at fair value on closing.
2024
Summarised financial information attributable to non-controlling interests
(ECP transaction)
Profit for the year attributable to non-controlling interests 4.3
Total comprehensive income for the year attributable to non-controlling 7.4
interests
Dividend equivalents paid to non-controlling interests in the year 6.8
(ii) Disposal of interest in BCLO Credit Investments I S.à r.l.
In November 2024 a subsidiary of the Company, Bridgepoint Credit Holdings
Limited ("BCHL"), entered into a subscription agreement with Bridgepoint
European CLO Management I SCSp (the "Partnership") to subscribe for a limited
partnership interest in the Partnership. The limited partnership interest was
issued in consideration for the contribution and transfer of BCHL's: (i)
shares to the Partnership; and (ii) the asset‑linked notes to the
Partnership. At the same time, an external investor also made a commitment to
the Partnership, representing a limited partnership interest of £32.5m or
31.8% with the residual 68.2% owned by the Group.
The transaction is viewed as a partial disposal of a fully owned subsidiary
without losing control under IFRS 10. The transfer of the external investor's
own commitments and BCHL's asset-linked notes and share capital into the
Partnership resulted in the non-controlling interest in the Partnership of
31.8%.
2024
Summarised financial information attributable to non-controlling interests
Profit for the year attributable to non-controlling interests 0.3
Total comprehensive income for the year attributable to non-controlling -
interests
Dividends paid to non-controlling interests in the year -
25 Dividends and dividend equivalents
The Company paid a final dividend of 4.4 pence per share, which equated to
£35.0m, in May 2024 in respect of the second half of 2023.
An interim dividend of 4.6 pence per share, which equated to £38.4m, was paid
to shareholders in September 2024 in respect of the first half of 2024. In
addition, £6.8m of dividend equivalents were paid to non-controlling interest
holders in September 2024 in respect of the first half of 2024.
The Directors have proposed a final dividend of 4.6 pence per share, to be
paid in May 2025 to shareholders on the register as at 25 April 2025. This
equates to £38.6 million, based on the number of shares in issue at 31
December 2024, subject to the share buyback programme, plus dividends
equivalents paid to non-controlling interests estimated to be £6.7m.
2024 2023
Ordinary dividends and dividend equivalents £ m Pence per share £ m Pence per share
Proposed final dividends and dividend equivalents 45.3 4.6 34.9 4.4
Interim dividends and dividend equivalents 45.2 4.6 35.3 4.4
26 Cash flow information
(a) Cash generated from operations
Group Company
2024 2023 2024 2023
£ m
£ m
£ m
£ m
Profit/(loss) before tax 80.7 86.0 327.6 (34.6)
Adjustments for:
Dividend income - - (136.3) -
Share-based payments (exceptional) 32.4 3.3 (41.1) -
Share-based payments (non-exceptional) 6.2 4.2 - -
Loss on disposal of right-of-use asset - 1.2 - -
Depreciation and amortisation expense 36.2 17.5 - -
Net other finance and other income or expenses 17.0 (10.0) (0.3) (2.7)
Carried interest (59.1) (30.0) - -
Fair value remeasurement of investments (38.8) (25.3) - -
Net foreign exchange losses/(gains) 12.3 2.4 4.6 3.4
(Increase)/decrease in trade and other receivables (6.9) (5.6) (43.1) 117.3
Increase/(decrease) in trade and other payables (67.7) 56.0 (10.4) 23.8
Cash generated from operations 12.3 99.7 101.0 107.2
(b) Cash outflows from leases
Group
2024 2023
£ m
£ m
Financing 18.5 10.1
Operating 0.2 0.3
Cash outflows from leases 18.7 10.4
The Company has no leases (2023: nil).
(c) Reconciliation of liabilities arising from financing activities
Group
1 January Cash flows Net additions/(disposals) Fair value movements Foreign exchange movements 31 December 2024
2024
£ m
£ m
£ m
£ m
£ m £ m
Borrowings - 325.1 146.9 - 13.4 485.4
Fair value of consolidated CLO liabilities 1,152.0 - 596.3 0.8 (52.9) 1,696.2
Lease liabilities 81.6 (18.5) 24.8 - - 87.9
Total 1,233.6 306.6 768.1 0.8 (39.5) 2,269.5
Group
1 January Cash flows Net additions/(disposals) Fair value movements Foreign exchange movements 31 December 2023
2023
£ m
£ m
£ m
£ m
£ m £ m
Borrowings - - - - - -
Fair value of consolidated CLO liabilities 597.5 - 529.9 38.6 (14.0) 1,152.0
Lease liabilities 83.2 (10.1) 8.5 - - 81.6
Total 680.7 (10.1) 538.4 38.6 (14.0) 1,233.6
The Company has no borrowings or lease liabilities (2023: nil).
27 Related party transactions
a) Key management compensation
The Executive Directors are considered to represent the key management of the
Group. The compensation paid or payable to the key management is set out in
the table below.
Group
2024 2023
£ m
£ m
Salary, bonus and other benefits 4.7 1.9
Total 4.7 1.9
Further information on the remuneration of the Directors can be found in the
Remuneration Report.
(b) Directors' emoluments
The Directors of the Company were remunerated by the Group as set out below,
including amounts payable after they ceased to be Directors but continued to
be employed by the Group. The aggregate value of remuneration expenses in
relation to pensions and share based payments is less than £0.5m.
Group
2024 2023
£ m
£ m
Salary, bonus and other benefits 5.3 2.4
Total 5.3 2.4
(c) Transactions with Directors
During 2024, a Director of the Company was granted a conditional share award
of 326,672 shares at a value of £2.60 per share, with total value £850,000,
vesting on 1 April 2026.
In 2023, another Director was granted a conditional share award of 114,953
shares at a value of £2.17 per share, with total value £250,000, vesting on
31 March 2026.
(d) Carried interest
Fund investors expect certain members of the Group's senior executive
management to invest in carried interest and co-investment in the Group's
third-party funds to demonstrate alignment of interest, and as such the
Executive Directors of the Company have made significant personal commitments
from their own resources to some of these third-party funds. The funds and
relevant CIPs or GPs (which are entitled to the carry) are not consolidated by
the Group but are related parties. The returns (in the form of investment
income and capital appreciation) are fully dependent on the performance of the
relevant fund and its underlying investments.
The Executive Directors of the Company at 31 December 2024 have committed
amounts from their personal resources across multiple funds totalling £7.2m
(the Executive Directors at 31 December 2023: £21.4m).
(e) Transactions with funds
The funds are related parties of the Group. Amounts received as fees from and
reimbursement of expenses paid on behalf of the funds during the year are
shown in the table below, along with the amounts receivable at year end.
Group
2024 2023
£ m
£ m
Amounts received from funds 311.0 298.2
Amounts paid on behalf of the funds 31.8 28.4
Amounts receivable from funds 20.3 41.2
28 Parent and ultimate controlling party
The Company is owned by a number of natural persons and corporate entities,
none of whom own more than 20% of the issued share capital of the Company.
Accordingly, there is no parent entity nor ultimate controlling party.
29 Subsidiaries and interests in other entities
The Group consists of the Company and entities controlled by the Company. This
note sets out those subsidiary entities owned by the Company and that are
consolidated, those which are not, and those structured entities which are
consolidated in the financial statements.
Company
2024 2023
£ m
£ m
Balance as at 1 January 1,026.9 1,023.0
Increase in investment in subsidiary and other Group affiliates 348.1 3.9
At 31 December 1,375.0 1,026.9
(a) List of subsidiaries
The table below shows details of subsidiaries owned directly or indirectly by
the Company as at 31 December 2024 and its ownership interest in each entity.
The registered office of each subsidiary is referenced to a table below the
list of subsidiaries. All subsidiaries operate in the countries where they are
registered or incorporated and are stated in the accounts at cost less, where
appropriate, provision for impairment.
Name of subsidiary Ref Country of incorporation Principal activity Share class Company's proportion of ownership interest
101 Investments (GP) Limited 1 UK General Partner Ordinary shares 100%
Atlantic GP 1 Limited 1 UK General Partner Ordinary shares 100%
Atlantic GP 2 Limited 1 UK General Partner Ordinary shares 100%
Atlantic GP LLP 1 UK General Partner N/A -
BBTPS GP Limited 1 UK General Partner Ordinary shares 100%
BBTPS FP GP Limited 2 UK General Partner Ordinary shares 100%
BBTPS Nominees Limited 1 UK Nominee company Ordinary shares 100%
BC II FP Limited 1 UK Dormant entity Ordinary shares 100%
BC II FP SGP Limited 2 UK General Partner Ordinary shares 100%
BC GP 1 Limited 1 UK General Partner Ordinary shares 100%
BC GP 2 Limited 1 UK General Partner Ordinary shares 100%
BC II GP LLP 2 UK General Partner N/A -
BC II GP LP 2 UK General Partner N/A -
BC II MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BC MLP UK Limited 1 UK Managing Limited Partner Ordinary shares 100%
BC SMA Carry GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
BC SMA II Carry GP LLP 2 UK General Partner N/A -
BC SMA II FP Limited 1 UK Limited Partner Ordinary shares 100%
BCLO Credit Investments I S.à r.l. 3 Luxembourg CLO management company Ordinary shares 100%
BCO II Carry GP LLP 2 UK General Partner N/A -
BCO III Carry GP LLP 2 UK General Partner N/A -
BCO IV Carry GP LLP 2 UK General Partner N/A -
BCO IV LORAC Limited 1 UK Dormant entity Ordinary shares 100%
BCO V Carry GP LLP 1 UK General Partner N/A -
BDC GP LP 2 UK General Partner N/A -
BDC II (SGP) Limited 2 UK General Partner Ordinary shares 100%
BDC II FP GP Limited 2 UK General Partner Ordinary shares 100%
BDC II GP LP 2 UK General Partner N/A -
BDC II Limited 1 UK Limited Partner Ordinary shares 100%
BDC II Nominees Limited 1 UK Nominee company Ordinary shares 100%
BDC III GP 1 Limited 1 UK General Partner Ordinary shares 100%
BDC III GP 2 Limited 1 UK General Partner Ordinary shares 100%
BDC III GP LLP 1 UK General Partner N/A -
BDC III Limited 1 UK Limited Partner Ordinary shares 100%
BDC III Nominees Limited 1 UK Nominee company Ordinary shares 100%
BDC III SFP GP Limited 2 UK General Partner Ordinary shares 100%
BDC IV Nominees Limited 1 UK Nominee company Ordinary shares 100%
BDC IV Limited 1 UK Dormant entity Ordinary shares 100%
BDC GP 1 Limited 1 UK General Partner Ordinary shares 100%
BDC IV GP 2 Limited 1 UK General Partner Ordinary shares 100%
BDC IV MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BDC IV Finance 1 Limited 1 UK Limited Partner Ordinary shares 100%
BDC IV Finance GP LLP 1 UK General Partner N/A -
BDC IV GP LLP 2 UK General Partner N/A -
BDC IV GP LP 2 UK General Partner N/A -
BDC IV SFP GP Limited 2 UK General Partner Ordinary shares 100%
BDC V GP LLP 1 UK General Partner N/A -
BDC V MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BDC V GP SCSp 3 Luxembourg General Partner N/A -
BDC V GP 2 Limited 1 UK General Partner Ordinary shares 100%
BDC V SLP GP Limited 1 UK General Partner Ordinary shares 100%
BDC Special 1 Limited 2 UK General Partner Ordinary shares 100%
BDC Special 2 Limited 2 UK General Partner Ordinary shares 100%
BDC Special GP LLP 2 UK General Partner N/A -
BDCP II (Nominees) Limited 1 UK Nominee company Ordinary shares 100%
BDCP II GP 1 Limited 1 UK General Partner Ordinary shares 100%
BDCP II GP 2 Limited 1 UK General Partner Ordinary shares 100%
BDCP II GP LLP 2 UK General Partner N/A -
BDCP II GP LP 2 UK General Partner N/A -
BDCP II Limited 1 UK Dormant entity Ordinary shares 100%
BDCP II MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BDCP II SFP GP Limited 2 UK General Partner Ordinary shares 100%
BDL I Carry GP LLP 2 UK General Partner N/A -
BDL II Carry GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
BDL III Carry GP LLP 2 UK General Partner N/A -
BDL III LORAC Limited 1 UK Dormant entity Ordinary shares 100%
BEP IV (Nominees) Limited 1 UK Nominee company Ordinary shares 100%
BDL IV Carry GP LLP 2 UK General Partner N/A -
BEP IV FP Limited 1 UK Limited Partner Ordinary shares 100%
BEP IV FP SGP Limited 2 UK General Partner Ordinary shares 100%
BEP IV GP 2 Limited 1 UK General Partner Ordinary shares 100%
BEP IV GP LLP 2 UK General Partner N/A -
BEP IV GP LP 2 UK General Partner N/A -
BEP IV MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BEV Germany GP Co Limited 4 Guernsey General Partner Ordinary shares 100%
BEV FP Limited 1 UK Limited Partner Ordinary shares 100%
BEV GP LLP 1 UK General Partner N/A -
BEV FP SGP Limited 2 UK General Partner Ordinary shares 100%
BEV GP 2 Limited 1 UK General Partner Ordinary shares 100%
BEV GPC Limited 1 UK General Partner Ordinary shares 100%
BEV MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BEV Nominees Limited 1 UK Nominee company Ordinary shares 100%
BEV Nominees II Limited 1 UK Nominee company Ordinary shares 100%
BE VI FP Limited 1 UK Dormant entity Ordinary shares 100%
BE VI FP SGP Limited 2 UK General Partner Ordinary shares 100%
BE VI GP 2 Limited 1 UK General Partner Ordinary shares 100%
BE VI GP LLP 2 UK General Partner N/A -
BE VI GP LP 2 UK General Partner N/A -
BE VI MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
BE VI Nominees Limited 1 UK Nominee company Ordinary shares 100%
BE VI Nominees II Limited 1 UK Nominee company Ordinary shares 100%
BE VI Bridge 1 Nominee Limited 1 UK Nominee company Ordinary shares 100%
BE VI Bridge 2 Nominee Limited 1 UK Nominee company Ordinary shares 100%
BE VI Bridge 3 Nominee Limited 1 UK Nominee company Ordinary shares 100%
BE VII GP SCSp 3 Luxembourg General Partner N/A -
BE VII Co-Investment (Feeder) Partnership LP 2 UK Limited Partner N/A -
BG II GP LLP 1 UK General Partner N/A -
BG II Nominees Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Advisers Singapore Pte. Ltd 16 Singapore Private equity advisory company Ordinary shares 100%
Bridgepoint AB 5 Sweden Private equity advisory company Ordinary shares 100%
Bridgepoint Advantage Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Advantage MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
Bridgepoint Advantage FP Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Advantage FP SGP Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Advantage GP 2 Limited 1 UK General Partner Ordinary shares 100%
Bridgepoint Advantage GP LLP 2 UK General Partner N/A -
Bridgepoint Advantage GP LP 2 UK General Partner N/A -
Bridgepoint Advantage Nominees Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Advisers Europe Limited 1 UK Private equity advisory company Ordinary shares 100%
Bridgepoint Advisers Group Limited 1 UK Investment holding company Ordinary shares 100%
Bridgepoint Advisers Holdings 1 UK Investment holding company Ordinary shares 100%
Bridgepoint Advisers II Limited 1 UK Private equity management company Ordinary shares 100%
Bridgepoint Advisers Limited 1 UK Private equity management company Ordinary shares 100%
Bridgepoint Advisers UK Limited 1 UK Private equity management company Ordinary shares 100%
Bridgepoint AIV Holdings Corp. 14 United States Dormant entity Ordinary shares 100%
Bridgepoint Capital (Doolittle) Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Capital (Nominees) Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Capital Directorships Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Capital General Partner LP 2 UK General Partner N/A -
Bridgepoint Capital Group Limited Employee Benefit Trust 1 UK Employee Benefit Trust N/A -
Bridgepoint Capital Scottish GP Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Capital Partners Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Credit AD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Advisers UK Limited 1 UK Credit fund advisory company Ordinary shares 100%
Bridgepoint Credit BOCPIF GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Carry LP 2 UK Investment holding company N/A -
Bridgepoint Credit Carry GP LLP 2 UK General Partner N/A -
Bridgepoint Credit CLO GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Co-Invest GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Co-investment (French) GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Empire GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit France SAS 12 France Credit fund management company Ordinary shares 100%
Bridgepoint Credit GP Verwaltungs GmbH 13 Germany General Partner Ordinary shares 100%
Bridgepoint Credit Holdings Limited 1 UK Investment holding company Ordinary shares 100%
Bridgepoint Credit Limited 1 UK Credit fund management company Ordinary shares 100%
Bridgepoint Credit Management Limited 1 UK Credit fund management company Ordinary shares 100%
Bridgepoint Credit MSPD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit MPD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Nominees Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Credit Opportunities II GP Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Credit Opportunities II GP LP 2 UK General Partner N/A -
Bridgepoint Credit Opportunities II GP GmbH & Co. KG 13 Germany General Partner N/A -
Bridgepoint Credit Opportunities III GP LP 2 UK General Partner N/A -
Bridgepoint Credit Opportunities III GP Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Credit Opportunities IV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Opportunities V GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Opportunities SICAV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Partners Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Credit PPF GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit PS GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Credit Services S.à r.l. 3 Luxembourg Credit fund advisory company Ordinary shares 100%
Bridgepoint Debt Funding Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Debt Management Limited 1 UK Financing entity Ordinary shares 100%
Bridgepoint Debt Managers Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Development Capital Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Development Capital V GP S.a r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Development Capital V Limited 1 UK Limited Partner Ordinary shares 100%
Bridgepoint Direct Lending II GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Direct Lending III GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Direct Lending IV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Europe (SGP) Ltd 2 UK General Partner Ordinary shares 100%
Bridgepoint Europe III FP (GP) Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Europe III (GP) Limited 1 UK General Partner Ordinary shares 100%
Bridgepoint Europe III GP LP 2 UK General Partner N/A -
Bridgepoint Europe IV (Nominees) 1 Limited 1 UK Nominee entity Ordinary shares 100%
Bridgepoint Europe IV (Nominees) Limited 1 UK Nominee entity Ordinary shares 100%
Bridgepoint Europe IV FP (GP) Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint Europe IV General Partner L.P. 2 UK General Partner N/A -
Bridgepoint Europe IV General Partner 'F' L.P. 2 UK General Partner N/A -
Bridgepoint Europe Limited 1 UK Limited Partner Ordinary shares 100%
Bridgepoint Europe Managerial LLP 1 UK Limited Partner N/A -
Bridgepoint Europe V Finance 1 Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Europe V Finance GP LLP 1 UK Limited Partner N/A -
Bridgepoint Europe VI Bridge GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge 2 GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge 3 GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge Holding GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Finance 1 Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Europe VI Finance GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VII (GP) S.à r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Europe VII FP Limited 1 UK Limited Partner Ordinary shares 100%
Bridgepoint Europe VII FP SGP Limited 2 UK Dormant entity Ordinary shares 100%
Bridgepoint Europe VII GP 2 Limited 1 UK General Partner Ordinary shares 100%
Bridgepoint Europe VII GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VII Nominees Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Europe VII MLP Limited 1 UK Managing Limited Partner Ordinary shares 100%
Bridgepoint European CLO Management I SCSp 3 Luxembourg Limited Partner N/A -
Bridgepoint Finance Limited 1 UK Financing entity Ordinary shares 100%
Bridgepoint Fund Management S.à r.l. 3 Luxembourg Private equity management company Ordinary Shares 100%
Bridgepoint GmbH 6 Germany Private equity advisory company Ordinary shares 100%
Bridgepoint GP2 LLP 2 UK General Partner N/A -
Bridgepoint Growth I GP LLP 1 UK General Partner N/A -
BDC V Nominees Limited 1 UK Nominee entity Ordinary shares 100%
Bridgepoint Growth Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Group Holdings Limited 1 UK Holding company Ordinary shares 100%
Bridgepoint Growth Nominees Limited 1 UK Nominee company Ordinary shares 100%
Bridgepoint Holdco 1 Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Holdings Group Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Holdings Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Infrastructure Advisers Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Infrastructure Development Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Infrastructure Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Infrastructure GP Limited 1 UK General Partner Ordinary shares 100%
Bridgepoint International Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Investment Consultants (Shanghai) Co Ltd 8 China Private equity advisory company Ordinary shares 100%
Bridgepoint Loan Fund GP S.à.r.l. 3 Luxembourg General Partner Ordinary shares 100%
Bridgepoint Netherlands B.V. 9 Netherlands Private equity advisory company Ordinary shares 100%
Bridgepoint OP GP Limited 1 UK General Partner Ordinary shares 100%
Bridgepoint OP LP 1 UK Investment holding partnership N/A -
Bridgepoint Partners Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint PC SGP Limited 2 UK General Partner Ordinary shares 100%
Bridgepoint SAS 7 France Private equity advisory company Ordinary shares 100%
Bridgepoint Services France SAS 12 France Private equity advisory company Ordinary shares 100%
Bridgepoint Private Equity Group Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Private Equity Growth Fund Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Private Equity Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Property Advisers Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Property Development Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Real Estate Advisers Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Real Estate Development Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Real Estate Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint Real Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint SA 10 Spain Private equity advisory company Ordinary shares 100%
Bridgepoint Services S.à.r.l. 3 Luxembourg Private equity advisory company Ordinary shares 100%
Bridgepoint Sp Zoo (in liquidation) 11 Poland Private equity advisory company Ordinary shares 100%
Bridgepoint Sp Zoo sp.k (in liquidation) 11 Poland General Partner N/A -
Bridgepoint Structured Credit Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint UK Holdco Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint UK Midco Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint US Holdings Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint US Holdco Limited 17 United States Investment holding company Ordinary shares 100%
Bridgepoint US Holdco 2 Limited 17 United States Investment holding company Ordinary shares 100%
Bridgepoint US Finance Limited 1 UK Financing entity Ordinary shares 100%
Bridgepoint Ventures Limited 1 UK Dormant entity Ordinary shares 100%
Bridgepoint, LLC 17 United States Private equity advisory company Ordinary shares 100%
Burgundy GP LLP 1 UK General Partner N/A -
Burgundy GP 2 Limited 1 UK General Partner Ordinary shares 100%
Energy Capital Partners Holdings, LP 14 United States Limited Partner N/A -
Energy Capital Partners Management, LP 14 United States Limited Partner N/A -
GeorgeTown (Nominees) Limited 1 UK Dormant entity Ordinary shares 100%
Horninghaven Limited 1 UK Dormant entity Ordinary shares 100%
Horningway Limited 1 UK General Partner Ordinary shares 100%
HPE II GP LP 2 UK General Partner N/A -
HPE SGP Limited 2 UK General Partner Ordinary shares 100%
LORAC 5 Limited 1 UK Dormant entity Ordinary shares 100%
LORAC 6 Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BC Co-Investment Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BC II Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BDC III Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BDC IV Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BDC Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BDCP II Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BEP IV Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BE VI Co-investment Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BG I Limited 1 UK Dormant entity Ordinary shares 100%
LORAC Carry BC SMA II Limited 1 UK Investment holding company Ordinary shares 100%
LORAC Carry BCO IV Limited 1 UK Investment holding company Ordinary shares 100%
LORAC Carry BDL III Limited 1 UK Investment holding company Ordinary shares 100%
LORAC Carry BCO V Limited 1 UK Limited Partner Ordinary shares 100%
LORAC Eagle Limited 1 UK Dormant entity Ordinary shares 100%
LORAC KITE Limited 1 UK Dormant entity Ordinary shares 100%
LORAC (1998) Limited 1 UK Dormant entity Ordinary shares 100%
LORAC 3 Limited 1 UK Dormant entity Ordinary shares 100%
LORAC 4 Limited 1 UK Dormant entity Ordinary shares 100%
LORAC 5991 Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BBTPS Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BE VII Co-Investment Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BE VII Limited 1 UK Dormant entity Ordinary shares 100%
LORAC BPC Limited 1 UK Dormant entity Ordinary shares 100%
LORAC Carry BDL IV Limited 1 UK Limited Partner Ordinary shares 100%
LORAC ECP V Co-Investment Limited 1 UK Dormant entity Ordinary shares 100%
New HPE II GP LP 2 UK General Partner N/A -
Opal Investments LP 2 UK Investment holding partnership N/A -
PEPCO Services LLP 1 UK Collective purchasing negotiator N/A -
Ruby Investments (UK) Limited 1 UK Dormant entity Ordinary shares 100%
Sapphire Investments (Guernsey) Limited 4 Guernsey Investment holding company Ordinary shares 100%
Throttle Nominees Limited 1 UK Nominee company Ordinary shares 100%
Thompson Trustees Limited 1 UK Dormant entity Ordinary shares 100%
Vigny Advisory 15 France Dormant entity Ordinary shares 100%
Vigny Participation 15 France Dormant entity Ordinary shares 100%
Vigny Holding 15 France Dormant entity Ordinary shares 100%
Wigeavenmore GP LLP 1 UK General Partner N/A -
Ref Registered office
1 5 Marble Arch, London, W1H 7EJ, United Kingdom
2 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, Scotland, United Kingdom
3 6B Rue du Fort Niedergrünewald, Luxembourg, L-2226, Luxembourg
4 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, Guernsey
5 Mäster Samuelsgatan 1, S-111 44 Stockholm , Sweden
6 Nextower, Thurn-und-Taxis-Platz 6, 60313 Frankfurt, Germany
7 21 Avenue Kleber, 75116, Paris, France
8 Unit 2103-05, ONE ICC, No 999 Middle Huaihai Road, Shanghai, Xuhui District,
China
9 Paulus Potterstraat 22A, 1071 DA, Amsterdam, Netherlands
10 Calle Rafael Calvo, 39A-4° - 28010 Madrid , Spain
11 ul. Rondo ONZ 1, 00-124, Warsaw, Poland
12 21 rue La Pérouse, 75116, Paris, France
13 C/O Steigmaier Steuerberatungsgesellschaft mbH, Schleissheimer Str. 12, 85221,
Dachau, Germany
14 40 Beechwood Rd, Summit, NJ 07901, USA
15 21 rue La Pérouse, 75017, Paris, France
16 10 Anson Road, #22-02, International Plaza, Singapore (079903)
17 251 Little Falls Drive, City of Wilmington 19808, County of New Castle, USA
(b) Entities not consolidated
The table below shows entities that are indirect subsidiaries of the Company,
but the Group does not have the power to direct activities or rights to
variable returns from the entity and they are therefore not consolidated in
the financial information.
Name of subsidiary: Ref Country of incorporation Principal activity Share class Proportion of ownership interest
Bridgepoint PE CI Limited 1 UK Investment holding company Ordinary shares 49.1%
Sapphire Sub II A Limited* 4 Guernsey Investment holding company Ordinary shares 100%
Sapphire Sub II B Limited* 4 Guernsey Investment holding company Ordinary shares 100%
Sapphire Sub III A Limited* 4 Guernsey Investment holding company Ordinary shares 100%
Sapphire Sub III B Limited* 4 Guernsey Investment holding company Ordinary shares 100%
Sapphire Sub III C Limited* 4 Guernsey Investment holding company Ordinary shares 100%
Sapphire Sub South Limited* 4 Guernsey Investment holding company Ordinary shares 25%
* Entities are in liquidation.
The profit or loss for the above entities for the years ended 31 December 2024
and 2023 are not material.
(c) Consolidated structured entities
The table below shows details of structured entities that the Group is deemed
to control and are consolidated within the financial statements for the
periods referenced.
Name of structured entities: Country of incorporation Group's proportion of ownership interest Nature of interest Periods consolidated
BE VI (French) Co-Invest LP UK 86.2% Limited partner All periods
BDC IV (French) Co-Investment LP UK 51.9% Limited partner All periods
BE VII Co-Investment (Feeder) Partnership LP UK 50.0% Limited partner Year ended 31 December 2024
Bridgepoint CLO 1 DAC Ireland 55.2% Subordinated note in the residual class All periods
Bridgepoint CLO 3 DAC Ireland 58.8% Subordinated note in the residual class All periods
Bridgepoint CLO IV DAC Ireland 74.9% Subordinated note in the residual class All periods
Bridgepoint CLO V DAC Ireland 66.3% Subordinated note in the residual class All periods
Bridgepoint CLO VI DAC Ireland 68.4% Subordinated note in the residual class All periods
Bridgepoint CLO VII DAC Ireland 64.6% Subordinated note in the residual class Year ended 31 December 2024
Bridgepoint CLO VIII DAC Ireland 50.0% Warehouse entity Year ended 31 December 2024
Opal Investments LP UK 85.0% Limited partner All periods
Maple Tree VII LP UK 21.7%* Limited partner All periods
* A control assessment of Maple Tree VII LP has been performed in accordance
with the Group's accounting policies and concluded that the Group has power
and exposure to variable returns in profit sharing. As a result, the Group
consolidates the vehicle. Under the limited partnership agreement, third-party
investors have the right to receive a minimum return on drawn commitments,
along with a share of residual profits from the partnership.
(d) Associates
Where the Group holds investments in funds, CIPs or GPs that give the Group
significant influence, but not control, through participation in financial and
operating policy decisions, the Group measures investments in associates at
fair value through profit or loss. Information about the Group's associates
measured at fair value is shown below. Where the Group holds an interest that
is greater than 20% the Group is considered to have significant influence, but
not control. These investments are recorded as financial assets or carried
interest receivable within the Group Consolidated Statement of Financial
Position.
Proportion of ownership interest/voting rights held by the Group Income distributions
received from associate
Name of associates: Ref Country of incorporation Principal activity 2024 2023 2024 2023
£ m
£ m
Bridgepoint Growth I SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
BDC III SFP LP* 1 UK Investment holding vehicle 25.0% 25.9% 39.0 -
BDC IV SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
BDCP II SFP LP* 1 UK Investment holding vehicle 20.0% 20.0% - -
Bridgepoint Europe IV FP LP 1 UK Investment holding vehicle 28.1% 28.1% - -
BEP IV SFP LP* 1 UK Investment holding vehicle 31.8% 49.7% 2.1 1.9
BE VI SFP LP* 1 UK Investment holding vehicle 22.5% 5.0% - -
BCO IV SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
BDL Ill SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% -
BC SMA II SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
BE VI Co-Investment (Feeder) Partnership LP 1 UK Investment holding vehicle 45.2% 45.2% 0.6 0.9
ECP GP IV, LP* 2 USA Investment holding vehicle 15.0% - 0.4 -
ECP GP V, LP* 2 USA Investment holding vehicle 13.3% - 1.8 -
ECP Calpine Fund GP LP* 2 USA Investment holding vehicle 12.4% - 0.8 -
ECP Credit Solutions GP II LP* 2 USA Investment holding vehicle 15.0% - - -
ECP IV (Liberty Recycling Co-invest), LP 2 USA Investment holding vehicle 50.0% - - -
ECP FBO Energy Infra, LLC* 2 USA Investment holding vehicle 15.0% - - -
ECP Renewables GP, LP* 2 USA Investment holding vehicle 15.0% - - -
ECP Energy Transition Opportunities GP LP 2 USA Investment holding vehicle 50.0% - - -
* Only ownership interests relating to carried interest are presented when a
vehicle is also entitled to co-investment income as the carried interest is
expected to be more valuable
1. The partnership's registered address is 50 Lothian Road, Edinburgh, EH3 9WJ,
UK
2. The partnership or the company's registered address is 40 Beechwood Rd,
Summit, NJ 07901, USA
(e) Subsidiaries not audited
For the year ended 31 December 2024 the following UK subsidiaries were
expected to be entitled to exemption from audit under section 479A of the
Companies Act 2006 relating to subsidiary companies:
101 Investments (GP) Limited BDC III GP 2 Limited BDL I Carry GP LLP Bridgepoint Europe Managerial LLP
Atlantic GP 1 Limited BDC III Limited BDL III Carry GP LLP Bridgepoint Credit Carry GP LLP
Atlantic GP LLP BDC III SFP GP Limited BDL IV Carry GP LLP Bridgepoint Europe III FP (GP) Limited
BBTPS FP GP Limited BDC IV MLP Limited BE VI FP SGP Limited Bridgepoint Europe IV FP (GP) Limited
BC GP 2 Limited BDC IV SFP GP Limited BE VI GP 2 Limited Bridgepoint Europe VII FP SGP Limited
BC II FP SGP Limited BDC V MLP Limited BE VI MLP Limited Bridgepoint Europe VII GP 2 Limited
BC MLP UK Limited BDC V SLP GP Limited BEP IV FP SGP Limited Bridgepoint Europe VII MLP Limited
BC SMA II Carry GP LLP BDC V GP 2 Limited BEP IV GP 2 Limited Bridgepoint Private Equity Growth Fund Limited
BC II MLP Limited BDC Special 1 Limited BEP IV MLP Limited Burgundy GP LLP
BCO II Carry GP LLP BDC Special 2 Limited BEV FP SGP Limited
BCO III Carry GP LLP BDC Special GP LLP BEV MLP Limited
BCO IV Carry GP LLP BDCP II GP 2 Limited Bridgepoint PC SGP Limited
BDC II FP GP Limited BDCP II MLP Limited
BDC II Limited BDCP II SFP GP Limited
30 Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or
similar rights are not the dominant factor in deciding who controls the
entity, such as when any voting rights relate to administrative tasks only and
the relevant activities are directed by means of contractual arrangements.
The Group has determined that where the Group holds an investment, loan, fee
receivable, commitment with an investment fund or CIP with a right to carried
interest, this represents an interest in a structured entity. Where the Group
does not hold an investment in the structured entity, the Group has determined
that the characteristics of control are not met. As set out in note 3 (a),
CIPs that currently have value are those where the Group is exposed to
variable returns of below 50% with the main beneficiaries of the CIP being the
other participants.
The disclosure below includes CLO 2 for the years ended 31 December 2024 and
31 December 2023, which is not consolidated in either year, as explained in
note 3 (a).
The Group acts in accordance with pre-determined parameters set out in various
agreements and the decision-making authority is well defined, including
third-party rights in respect of the investment manager. The agreements
include management fees that are commensurate with the services provided and
performance fee arrangements that are industry standard. As such the Group is
acting as agent on behalf of these investors and therefore these entities are
not consolidated into the Group's financial statements.
The Group's interest in, and exposure to, unconsolidated structured entities,
including outstanding management fees, is detailed in the table below and
recognised within trade and other receivables in the Consolidated Statement of
Financial Position. The carried interest receivable is included within the
Consolidated Statement of Financial Position.
at 31 December Value of the Group's co-investments* at year end Typical Group commitment to the fund as Total investor commitments Net asset value of the funds at year end Management fees recognised by the Group Typical management fee range Carried interest rate Typical Group share of carried interest Group accrued carried interest receivable at year end Group maximum exposure to loss at year end
£ m % £ bn £ bn £ m % % % £ m £ m
(where applicable)
2024
Private equity funds 470.8 ≈2% 31.9 18.2 238.8 0.75 to 2.00% Generally up to 20% of profits over threshold Up to 35% 49.0 519.8
Credit funds 129.1 ≈2% 7.2 4.4 61.3 0.50 to 1.75% Generally up to 20% of profits over threshold Up to 35% 2.5 131.6
Infrastructure funds 140.6 ≈3% 9.9 11.6 33.0 0.75 to 1.5% Generally up to 20% of profits over threshold 12-15% 61.8 202.4
740.5 49.0 34.2 333.1 113.3 853.8
* Investments attributable to third party investors are excluded.
at 31 December Value of the Group's co-investments at year end Typical Group commitment to the fund as Total investor commitments Net asset value of the funds at year end Management fees received by the Group Typical management fee range Carried interest rate Typical Group share of carried interest Group accrued carried interest receivable at year end Group maximum exposure to loss at year end
£ m % £ bn £ bn £ m % % % £ m £ m
(where applicable)
2023
Private equity funds 260.9 ≈2% 28.9 16.7 205.0 0.75 to 2.00% Generally up to 20% of profits over threshold Up to 35% 64.7 325.6
Credit funds 121.6 ≈9% 6.9 4.4 56.5 0.50 to 1.75% Generally up to 20% of profits over threshold Up to 35% 2.6 124.2
382.5 35.8 21.1 261.5 67.3 449.8
31 Events after the reporting period
There have been no material subsequent events since 31 December 2024.
Supplementary Information: Non-statutory Consolidated Financial Statements
Statement of Profit or Loss, excluding P&L of third-party CLOs and other
investors
for the year ended 31 December
(Unaudited) (Unaudited)
2023
2024
£ m
£ m
Management and other fees 329.2 265.3
Carried interest 59.1 30.0
Fair value remeasurement of investments 37.0 25.3
Other operating income 1.0 1.0
Total operating income 426.3 321.6
Personnel expenses (214.6) (132.5)
Other operating expenses (67.3) (92.0)
EBITDA* 144.4 97.1
Depreciation and amortisation expense (36.2) (18.7)
Finance and other income 7.8 16.7
Finance and other expenses (37.1) (9.1)
Profit before tax* 78.9 86.0
Tax (11.6) (15.3)
Profit after tax 67.3 70.7
Attributable to:
Equity holders of the parent 63.3 70.7
Non-controlling interests 4.0 -
67.3 70.7
Pence Pence
Basic earnings per share 7.9 8.7
Diluted earnings per share 6.2 n/a
This unaudited non-statutory consolidated statement of profit or loss applies
all of the measurement and recognition requirements of UK-adopted IAS and the
accounting policies of the Group, except for PRE attributable to third-party
investors that invests in a structured vehicle that is consolidated by the
Group under IFRS 10. Further details of these adjustments are explained in
supplementary information: alternative performance measures (APMs).
Non-statutory Consolidated Statement of Financial Position, excluding
interests of third-party CLOs and other investors
as at 31 December
(Unaudited) (Unaudited)
2023
2024
£ m
£ m
Assets
Non-current assets
Property, plant and equipment 88.3 73.7
Goodwill and intangible assets 789.9 116.6
Carried interest receivable 113.3 67.3
Fair value of fund investments* 739.9 382.5
Trade and other receivables 33.9 23.2
Total non-current assets 1,765.3 663.3
Current assets
Trade and other receivables 139.5 118.2
Derivative financial assets 26.4 6.2
Other investments - 7.5
Cash and cash equivalents 90.8 238.8
Total current assets 256.7 370.7
Total assets 2,022.0 1,034.0
Liabilities
Non-current liabilities
Trade and other payables 35.6 13.1
Other financial liabilities 48.8 50.1
Lease liabilities 74.4 69.7
Borrowings 485.3 -
Deferred tax liabilities 44.7 33.9
Total non-current liabilities 688.8 166.8
Current liabilities
Trade and other payables 157.1 132.5
Lease liabilities 13.5 11.9
Derivative financial liabilities 4.2 1.6
Total current liabilities 174.8 146.0
Total liabilities 863.6 312.8
Net assets 1,158.4 721.2
Equity
Share capital 0.1 0.1
Share premium 375.1 289.8
Other reserves 53.1 12.6
Retained earnings 555.1 418.7
Equity attributable to owners of the parent 983.4 721.2
Non-controlling interests 175.0 -
Total equity 1,158.4 721.2
* The fair value of fund investments includes the Group's own exposures in
consolidated CLOs 1, 3, 4, 5, 6, 7 and 8 of £117.7m (2023: CLOs 1, 3, 4, 5
and 6 of £81.1m) as at 31 December 2024.
This unaudited non-statutory consolidated statement of financial position
applies all of the measurement and recognition requirements of IFRS and the
accounting policies of the Group, except for the requirement to consolidate
CLOs and structured vehicles through which third party investors have
invested. Note that CLOs are presented as an investment held at fair value in
line with how they are managed by the Group, rather than being consolidated in
accordance with IFRS 10.
Non-statutory Consolidated Statement of Cash Flows, excluding those cash flows
relating to third-party CLOs and other investors
for the year ended 31 December
(Unaudited) (Unaudited)
2023
2024
£ m
£ m
Cash flows from operating activities
Cash generated from operations 19.1 99.7
Tax paid (1.5) (4.7)
Net cash inflow from operating activities 17.6 95.0
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months - 100.0
Acquisition of subsidiaries, net of cash acquired (162.8) -
Payment for foreign exchange option premium - (3.8)
Receipts from investments 88.1 83.6
Purchase of investments (255.8) (46.9)
Receipt / purchase of other investments 7.5 (7.5)
Interest received 6.9 8.5
Receipts on disposal of property, plant and equipment - -
Payments for property, plant and equipment and intangible assets (2.9) (4.0)
Purchase of investments in CLOs (46.4) (35.6)
Net cash flows from investing activities (365.4) 94.3
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and (80.1) (68.0)
non-controlling interests
Share buyback (9.8) (60.2)
Receipts from disposal of subsidiary investments 32.5 -
Proceeds from the issue of US private placement notes 325.1 -
Repayment of US private placement notes (31.8) -
Drawings from related party investors in intermediate fund holding entities 2.9 1.2
Principal elements of lease payments (15.4) (6.6)
Drawings on bank facilities 189.5 -
Repayment of bank facilities (189.5) -
Interest paid (14.2) (7.2)
Net cash flows from financing activities 209.2 (140.8)
Net increase or (decrease) in cash and cash equivalents (138.6) 48.5
Cash and cash equivalents at the beginning of the year 238.8 196.0
Effect of exchange rate changes on cash and cash equivalents (9.4) (5.7)
Cash and cash equivalents at the end of the year 90.8 238.8
This unaudited non-statutory consolidated statement of cash flows applies all
of the measurement and recognition requirements of IFRS and the accounting
policies of the Group, except for the requirement to consolidate CLOs and
structured vehicles through which third party investors have invested.
Consolidated CLO cash is not presented in the opening or closing cash
positions in this statement and all cash flows relate to the non-CLO
activities of the Group, excluding those cash flows relating to third party
investors.
Supplementary Information: Alternative performance measures (APMs)
These full-year results include several measures which are not defined or
recognised under International Financial Reporting Standards ("IFRS"),
including financial and operating measures relating to the Group such as
EBITDA, Underlying EBITDA, Underlying EBITDA margin, Underlying profit before
tax, Underlying FRE, Underlying FRE margin, PRE, Fee Paying AUM and Total AUM,
all of which the Group considers to be alternative performance measures
("APMs"). These are reconciled to the statutory results in the tables below.
These APMs and KPIs are used by the Board and management to analyse the
Group's business and financial performance, track the Group's progress and
help develop long-term strategic plans. These APMs are presented to provide
additional information to investors and enhance their understanding of the
Group's results and operations. Furthermore, the Board believes that these
APMs are widely used by certain investors, securities analysts and other
interested parties as supplemental measures of performance and liquidity.
However, as these measures are not determined in accordance with IFRS or any
generally accepted accounting standards, and are thus susceptible to varying
calculations, they may not be comparable to other similarly titled measures
used by other companies and have limitations as analytical tools. In
particular, there are no generally accepted principles governing the
calculation of these measures and the criteria on which these measures are
based can vary from company to company, which means that other companies may
define and calculate such measures differently from the Group.
In addition, as the Group is required by IFRS to consolidate certain
Collateralised Loan Obligations ("CLOs") and other structured vehicles which
are managed by the Group and in which the Group has an investment, and so the
consolidated statement of financial position includes the assets and
liabilities and the consolidated statement of cash flows includes the gross
cash inflows and outflows for the period for those consolidated CLOs.
The consolidation of these CLOs and other structured vehicles could distort
how a reader of the financial statements interprets the profit or loss,
balance sheet and cash flows of the Group, therefore the financial review
includes a summarised non-statutory balance sheet and cash flow statement
which exclude assets and liabilities relating to third-party investors. Such
measures are also APMs. Full versions of these statements along with a
non-statutory profit or loss can be found on supplementary information:
non-statutory consolidated financial statements.
APMs should not be considered in isolation and investors should not consider
such information as alternatives to total operating income, profit before tax
or cash flows from operating activities calculated in accordance with IFRS, as
indications of operating performance or as measures of the Group's
profitability or liquidity. Such financial information must be considered only
in addition to, and not as a substitute for or superior to, financial
information prepared in accordance with IFRS included elsewhere in this
announcement.
Total AUM The total value of unrealised assets as of the relevant date (as determined
pursuant to the latest quarterly or semi-annual valuation for each fund
conducted by the Group) plus undrawn commitments managed by the Group.
Total AUM at 31 December 2024 was $75.6 billion.
Fee Paying AUM Assets under management for funds upon which fees are charged by the Group
including Separately Managed Accounts (SMAs), CLOs and continuation funds, but
excluding co-investment vehicles.
Fee Paying AUM is either based on total commitments (during the commitment
period) or on net invested capital (normally during the post-commitment
period).
Fee Paying AUM at 31 December 2024 was €38.7 billion.
Management fee margin on Fee Paying AUM The underlying management fee rate in the Group's funds, calculated as the
weighted average management fee rate for all Bridgepoint and ECP funds
contributing to Fee Paying AUM as at the end of the accounting period.
Underlying management and other income CLO management fees relating to CLOs which are consolidated that are
eliminated and form part of PRE is added back to arrive at the underlying
management and other income.
Underlying management and other income 2024 2023*
£m
£m
Management and other fees 329.2 265.3
Add: CLO management fee consolidation adjustment 6.8 -
Underlying management and other fees 336.0 265.3
Other operating income 1.0 1.0
Underlying management and other income 337.0 266.3
Add: ECP pre-completion management and other income 67.0 -
Pro forma underlying management and other income 404.0 266.3
PRE PRE is calculated by adding the fair value remeasurement of investments to
carried interest income and adding back adjustments for: (i) the impact of
negative returns in the early years of a fund due to management fee expenses
based on the full committed capital of the fund exceeding capital growth from
deployed invested capital (typically known as the 'J-curve' and which is
considered temporary); (ii) PRE attributable to third-party investors that
invest in a structured vehicle that is consolidated by the Group under IFRS,
due to its level of variable returns, as its inclusion could distort the view
of the amount of PRE attributable to shareholders. Related finance costs
payable to the third-party investor are also excluded from finance expenses
and underlying profit before tax (2024 and 2023: nil); and (iii) the CLO
management fees reinstated as part of underlying management fees, as
explained above.
PRE 2024 2023*
£m
£m
Carried interest 59.1 30.0
Add: Fair value remeasurement of investments 38.8 25.3
Less: CLO management fee consolidation adjustment ((iii) above) (6.8) -
Add: PRE adjustments (a total of adjustments (i) and (ii) above) (0.4) -
PRE 90.7 55.3
Add: ECP pre-completion PRE 47.8 -
Pro forma PRE 138.5 55.3
Underlying total The underlying total operating income is calculated by adding Underlying
management and other income and PRE.
operating income
Underlying total operating income 2024 2023*
£m
£m
Underlying management and other income 337.0 266.3
PRE 90.7 55.3
Underlying total operating income 427.7 321.6
Add: ECP pre-completion total operating income 114.8 -
Pro forma underlying total operating income 542.5 321.6
EBITDA Earnings before interest, taxes, depreciation and amortisation. It is
calculated by reference to total operating income and deducting from it, or
adding to it, as applicable, personnel expenses and other operating expenses.
Underlying EBITDA Calculated by excluding exceptional items, certain share scheme expenses and
PRE adjustments from EBITDA. Exceptional items are items of income or expense
that are material by size and/or nature and are not considered to be incurred
in the normal course of business.
Certain excluded share scheme expenses relate to share-based payment awards
that were granted following the IPO. An explanation of the costs is included
in note 9.
Further detail on the PRE adjustments is set out in PRE section.
A breakdown of exceptional items within EBITDA is included within note 9 of
the condensed consolidated financial statements.
Underlying EBITDA 2024 2023*
£m
£m
EBITDA 146.2 97.1
Add: exceptional items within EBITDA 61.8 47.7
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Underlying EBITDA 213.5 148.8
Add: ECP pre-completion EBITDA 78.5 -
Pro forma underlying EBITDA 292.0 148.8
Underlying Underlying EBITDA as a percentage of underlying total operating income.
EBITDA margin
FRE Underlying EBITDA less carried interest and income from the fair value
remeasurement of investments and adding back the cost of investment linked
bonuses and costs relating to corporate development activities.
FRE 2024 2023*
£m
£m
Underlying EBITDA 213.5 148.8
Less: PRE (90.7) (55.3)
Add back: expenses excluded from FRE 1.8 1.5
FRE 124.6 95.0
Add: ECP pre-completion FRE 30.7 -
Pro forma FRE 155.3 95.0
FRE margin FRE as a percentage of underlying total operating income, excluding PRE.
FRE margin 2024 2023*
£m
£m
FRE 124.6 95.0
Underlying total operating income 427.7 321.6
Less: PRE (90.7) (55.3)
Adjusted total operating income 337.0 266.3
FRE margin 37.0% 35.7%
Pro forma FRE margin Pro forma FRE as a percentage of pro forma underlying total operating income,
excluding pro forma PRE.
Pro forma FRE margin 2024 2023*
£m
£m
Pro forma FRE 155.3 95.0
Pro forma underlying total operating income 542.5 321.6
Less: Pro forma PRE (138.5) (55.3)
Pro forma adjusted total operating income 404.0 266.3
Pro forma FRE margin 38.4% 35.7%
Pro forma FRE margin Pro forma FRE (excluding catch-up fees) as a percentage of adjusted total
(excluding catch-up fees) operating income excluding catch-up fees.
FRE margin (excluding catch-up fees) 2024 2023*
£m
£m
Pro forma FRE 155.3 95.0
Less: pro forma catch-up fees (30.4) (6.8)
Pro forma FRE (excluding catch-up fees) 124.9 88.2
Pro forma adjusted total operating income 404.0 266.3
Less: catch-up fees (30.4) (6.8)
Adjusted total operating income (excluding catch-up fees) 373.6 259.5
FRE margin (excluding catch-up fees) 33.4% 34.0%
Underlying profit Calculated by excluding exceptional items, certain share scheme expenses, the
amortisation of acquisition-related intangible assets and PRE adjustments
before tax from within profit before income tax.
Underlying profit before tax 2024 2023*
£m
£m
Profit before tax 80.7 86.0
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other expense or (income) 0.8 (6.9)
Underlying profit before tax 168.2 133.8
Add: ECP pre-completion profit before tax 69.3 -
Pro forma underlying profit before tax 237.5 133.8
Underlying profit before tax margin Underlying profit before tax as a percentage of underlying total operating
income.
Underlying profit Underlying profit after tax as a percentage of underlying total operating
income.
after tax margin
Underlying basic Calculated by dividing underlying profit after tax inclusive of
non-controlling interests by weighted average and diluted weighted average
and diluted earnings per share number of shares at year end.
Underlying basic and diluted EPS 2024 2023*
£m
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Weighted average number of ordinary shares for purposes of basic and diluted 805.1 794.6
EPS (m)
Effect of dilutive potential ordinary share conversion (m) 206.6 -
Number of ordinary shares for the purposes of diluted earnings per share (m) 1,011.7 794.6
Underlying basic EPS (pence) 19.5 14.9
Underlying diluted EPS (pence) 15.5 14.9
Pro forma earnings per share Calculated by dividing pro forma underlying profit after tax inclusive of
non-controlling interests by the number of shares in issue as at year end and
potential ordinary share conversion.
Underlying basic and diluted EPS 2024 2023*
£m
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Add: ECP pre-completion profit after tax 55.3 -
Pro forma profit after tax 211.9 118.5
Ordinary shares in issue at year end (m) 823.9 794.6
Effect of dilutive potential ordinary share conversion (m) 206.6 -
Number of ordinary shares for the purposes of pro forma earnings per share 1,030.5 794.6
(m)
Pro forma basic EPS (pence) 25.7 14.9
Pro forma diluted EPS (pence) 20.6 14.9
Pro forma cash conversion ratio Calculated by dividing pro forma cash generated from operations (excluding
exceptional and adjusted items) by FRE.
Pro forma cash conversion ratio 2024 2023*
£m
£m
Pro forma cash generated from operations 17.3 99.7
Exceptional and adjusted items within cash flows from operations 138.6 18.3
Adjusted cash generated from operations 155.9 118.0
Pro forma FRE 155.3 95.0
Pro forma cash conversion ratio 100.4% 124.2%
Non-current assets (excluding third-party CLO assets and investments Calculated by excluding consolidated third-party CLO non-current assets and
attributable to third-party investors) assets held by third party investors from total non-current assets as defined
by IFRS and adding back the investment into CLOs on a non-consolidated basis.
Non-current assets (excluding third-party CLO assets and investments 2024 2023*
attributable to third-party investors)
£m
£m
Total non-current assets 1,791.0 582.2
Less: investments held by third parties (143.4) -
Add: investment in CLOs on a non-consolidated basis 117.7 81.1
Non-current assets (excluding third-party CLO assets and investments 1,765.3 663.3
attributable to third-party investors)
Current assets (excluding third-party CLO assets) Calculated by excluding consolidated third-party CLO current assets from total
current assets as defined by IFRS.
Current assets (excluding third-party CLO assets) 2024 2023*
£m
£m
Total current assets 2,303.9 1,795.5
Less: consolidated CLO assets (1,978.2) (1,348.8)
Less: consolidated CLO cash (69.0) (76.0)
Current assets (excluding third-party CLO assets) 256.7 370.7
Non-current liabilities (excluding third-party CLO liabilities and liabilities Calculated by excluding consolidated third-party CLO non-current liabilities
attributable to third-party investors) and liabilities attributable to third party investors from total non-current
liabilities as defined by IFRS.
Non-current liabilities (excluding third-party CLO liabilities and liabilities 2024 2023*
attributable to third-party investors)
£m
£m
Total non-current liabilities 2,495.6 1,318.8
Less: liabilities held by third party investors (110.6) -
Less: fair value of consolidated CLO liabilities (1,696.2) (1,152.0)
Non-current liabilities (excluding third-party CLO liabilities and liabilities 688.8 166.8
attributable to third party investors)
Current liabilities (excluding third-party CLO liabilities) Calculated by excluding consolidated third-party CLO current liabilities from
total current liabilities as defined by IFRS.
Current liabilities (excluding third-party CLO liabilities) 2024 2023*
£m
£m
Total current liabilities 408.1 337.7
Less: consolidated CLO liabilities (20.6) (14.9)
Less: consolidated CLO purchases awaiting settlement (212.7) (176.8)
Current liabilities (excluding third-party CLO liabilities) 174.8 146.0
PRE
PRE is calculated by adding the fair value remeasurement of investments to
carried interest income and adding back adjustments for: (i) the impact of
negative returns in the early years of a fund due to management fee expenses
based on the full committed capital of the fund exceeding capital growth from
deployed invested capital (typically known as the 'J-curve' and which is
considered temporary); (ii) PRE attributable to third-party investors that
invest in a structured vehicle that is consolidated by the Group under IFRS,
due to its level of variable returns, as its inclusion could distort the view
of the amount of PRE attributable to shareholders. Related finance costs
payable to the third-party investor are also excluded from finance expenses
and underlying profit before tax (2024 and 2023: nil); and (iii) the CLO
management fees reinstated as part of underlying management fees, as
explained above.
PRE 2024 2023*
£m
£m
Carried interest 59.1 30.0
Add: Fair value remeasurement of investments 38.8 25.3
Less: CLO management fee consolidation adjustment ((iii) above) (6.8) -
Add: PRE adjustments (a total of adjustments (i) and (ii) above) (0.4) -
PRE 90.7 55.3
Add: ECP pre-completion PRE 47.8 -
Pro forma PRE 138.5 55.3
Underlying total
operating income
The underlying total operating income is calculated by adding Underlying
management and other income and PRE.
Underlying total operating income 2024 2023*
£m
£m
Underlying management and other income 337.0 266.3
PRE 90.7 55.3
Underlying total operating income 427.7 321.6
Add: ECP pre-completion total operating income 114.8 -
Pro forma underlying total operating income 542.5 321.6
EBITDA
Earnings before interest, taxes, depreciation and amortisation. It is
calculated by reference to total operating income and deducting from it, or
adding to it, as applicable, personnel expenses and other operating expenses.
Underlying EBITDA
Calculated by excluding exceptional items, certain share scheme expenses and
PRE adjustments from EBITDA. Exceptional items are items of income or expense
that are material by size and/or nature and are not considered to be incurred
in the normal course of business.
Certain excluded share scheme expenses relate to share-based payment awards
that were granted following the IPO. An explanation of the costs is included
in note 9.
Further detail on the PRE adjustments is set out in PRE section.
A breakdown of exceptional items within EBITDA is included within note 9 of
the condensed consolidated financial statements.
Underlying EBITDA 2024 2023*
£m
£m
EBITDA 146.2 97.1
Add: exceptional items within EBITDA 61.8 47.7
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Underlying EBITDA 213.5 148.8
Add: ECP pre-completion EBITDA 78.5 -
Pro forma underlying EBITDA 292.0 148.8
Underlying
EBITDA margin
Underlying EBITDA as a percentage of underlying total operating income.
FRE
Underlying EBITDA less carried interest and income from the fair value
remeasurement of investments and adding back the cost of investment linked
bonuses and costs relating to corporate development activities.
FRE 2024 2023*
£m
£m
Underlying EBITDA 213.5 148.8
Less: PRE (90.7) (55.3)
Add back: expenses excluded from FRE 1.8 1.5
FRE 124.6 95.0
Add: ECP pre-completion FRE 30.7 -
Pro forma FRE 155.3 95.0
FRE margin
FRE as a percentage of underlying total operating income, excluding PRE.
FRE margin 2024 2023*
£m
£m
FRE 124.6 95.0
Underlying total operating income 427.7 321.6
Less: PRE (90.7) (55.3)
Adjusted total operating income 337.0 266.3
FRE margin 37.0% 35.7%
Pro forma FRE margin
Pro forma FRE as a percentage of pro forma underlying total operating income,
excluding pro forma PRE.
Pro forma FRE margin 2024 2023*
£m
£m
Pro forma FRE 155.3 95.0
Pro forma underlying total operating income 542.5 321.6
Less: Pro forma PRE (138.5) (55.3)
Pro forma adjusted total operating income 404.0 266.3
Pro forma FRE margin 38.4% 35.7%
Pro forma FRE margin
(excluding catch-up fees)
Pro forma FRE (excluding catch-up fees) as a percentage of adjusted total
operating income excluding catch-up fees.
FRE margin (excluding catch-up fees) 2024 2023*
£m
£m
Pro forma FRE 155.3 95.0
Less: pro forma catch-up fees (30.4) (6.8)
Pro forma FRE (excluding catch-up fees) 124.9 88.2
Pro forma adjusted total operating income 404.0 266.3
Less: catch-up fees (30.4) (6.8)
Adjusted total operating income (excluding catch-up fees) 373.6 259.5
FRE margin (excluding catch-up fees) 33.4% 34.0%
Underlying profit
before tax
Calculated by excluding exceptional items, certain share scheme expenses, the
amortisation of acquisition-related intangible assets and PRE adjustments
from within profit before income tax.
Underlying profit before tax 2024 2023*
£m
£m
Profit before tax 80.7 86.0
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other expense or (income) 0.8 (6.9)
Underlying profit before tax 168.2 133.8
Add: ECP pre-completion profit before tax 69.3 -
Pro forma underlying profit before tax 237.5 133.8
Underlying profit before tax margin
Underlying profit before tax as a percentage of underlying total operating
income.
Underlying profit
after tax margin
Underlying profit after tax as a percentage of underlying total operating
income.
Underlying basic
and diluted earnings per share
Calculated by dividing underlying profit after tax inclusive of
non-controlling interests by weighted average and diluted weighted average
number of shares at year end.
Underlying basic and diluted EPS 2024 2023*
£m
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Weighted average number of ordinary shares for purposes of basic and diluted 805.1 794.6
EPS (m)
Effect of dilutive potential ordinary share conversion (m) 206.6 -
Number of ordinary shares for the purposes of diluted earnings per share (m) 1,011.7 794.6
Underlying basic EPS (pence) 19.5 14.9
Underlying diluted EPS (pence) 15.5 14.9
Pro forma earnings per share
Calculated by dividing pro forma underlying profit after tax inclusive of
non-controlling interests by the number of shares in issue as at year end and
potential ordinary share conversion.
Underlying basic and diluted EPS 2024 2023*
£m
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4) -
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Add: ECP pre-completion profit after tax 55.3 -
Pro forma profit after tax 211.9 118.5
Ordinary shares in issue at year end (m) 823.9 794.6
Effect of dilutive potential ordinary share conversion (m) 206.6 -
Number of ordinary shares for the purposes of pro forma earnings per share 1,030.5 794.6
(m)
Pro forma basic EPS (pence) 25.7 14.9
Pro forma diluted EPS (pence) 20.6 14.9
Pro forma cash conversion ratio
Calculated by dividing pro forma cash generated from operations (excluding
exceptional and adjusted items) by FRE.
Pro forma cash conversion ratio 2024 2023*
£m
£m
Pro forma cash generated from operations 17.3 99.7
Exceptional and adjusted items within cash flows from operations 138.6 18.3
Adjusted cash generated from operations 155.9 118.0
Pro forma FRE 155.3 95.0
Pro forma cash conversion ratio 100.4% 124.2%
Non-current assets (excluding third-party CLO assets and investments
attributable to third-party investors)
Calculated by excluding consolidated third-party CLO non-current assets and
assets held by third party investors from total non-current assets as defined
by IFRS and adding back the investment into CLOs on a non-consolidated basis.
Non-current assets (excluding third-party CLO assets and investments 2024 2023*
attributable to third-party investors)
£m
£m
Total non-current assets 1,791.0 582.2
Less: investments held by third parties (143.4) -
Add: investment in CLOs on a non-consolidated basis 117.7 81.1
Non-current assets (excluding third-party CLO assets and investments 1,765.3 663.3
attributable to third-party investors)
Current assets (excluding third-party CLO assets)
Calculated by excluding consolidated third-party CLO current assets from total
current assets as defined by IFRS.
Current assets (excluding third-party CLO assets) 2024 2023*
£m
£m
Total current assets 2,303.9 1,795.5
Less: consolidated CLO assets (1,978.2) (1,348.8)
Less: consolidated CLO cash (69.0) (76.0)
Current assets (excluding third-party CLO assets) 256.7 370.7
Non-current liabilities (excluding third-party CLO liabilities and liabilities
attributable to third-party investors)
Calculated by excluding consolidated third-party CLO non-current liabilities
and liabilities attributable to third party investors from total non-current
liabilities as defined by IFRS.
Non-current liabilities (excluding third-party CLO liabilities and liabilities 2024 2023*
attributable to third-party investors)
£m
£m
Total non-current liabilities 2,495.6 1,318.8
Less: liabilities held by third party investors (110.6) -
Less: fair value of consolidated CLO liabilities (1,696.2) (1,152.0)
Non-current liabilities (excluding third-party CLO liabilities and liabilities 688.8 166.8
attributable to third party investors)
Current liabilities (excluding third-party CLO liabilities)
Calculated by excluding consolidated third-party CLO current liabilities from
total current liabilities as defined by IFRS.
Current liabilities (excluding third-party CLO liabilities) 2024 2023*
£m
£m
Total current liabilities 408.1 337.7
Less: consolidated CLO liabilities (20.6) (14.9)
Less: consolidated CLO purchases awaiting settlement (212.7) (176.8)
Current liabilities (excluding third-party CLO liabilities) 174.8 146.0
* Comparative information for the year ended 31 December 2023 has not been
restated for the change in certain APM definitions.
Directors
The directors of Bridgepoint Group plc at 13 March 2025 are:
Tim Score
Raoul Hughes
Ruth Prior
Angeles Garcia-Poveda
Archie Norman
Carolyn McCall DBE
Cyrus Taraporevala
Forward Looking Statements
This announcement may include forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified
by words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues", "should"
and similar expressions. These forward-looking statements reflect, at the time
made, the beliefs, intentions and current targets/aims of Bridgepoint Group
plc (the "Company"). Forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. The forward-looking statements in this
announcement are based upon various assumptions. Although the Company believes
that these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to
predict and are beyond its control. Forward-looking statements are not
guarantees of future performance and such risks, uncertainties, contingencies
and other important factors could cause the actual outcomes and the results of
operations, financial condition and liquidity of the Company, its subsidiary
undertakings or the industry to differ materially from those results expressed
or implied in this announcement by such forward-looking statements. No
representation or warranty, express or implied, is made that any of these
forward-looking statements or forecasts will come to pass or that any forecast
result will be achieved. Undue influence should not be given to, and no
reliance should be placed on, any forward-looking statement. No statement in
this announcement is intended to be nor may be construed as a profit forecast.
Neither the Company, nor any of its subsidiaries nor any of their affiliates,
nor any of its or their officers, employees, agents or advisers, undertake to
publicly update or revise any such forward-looking statement, except to the
extent required by applicable law.
Issued by Bridgepoint Group plc
LEI: 213800KFNMVI8PDZX472
Registered in England and Wales no. 11443992.
Registered office: 5 Marble Arch, London, W1H 7EJ
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR JTMTTMTJBTAARecent news on Bridgepoint
See all newsREG - Bridgepoint Group - Total Voting Rights
AnnouncementREG - Bridgepoint Group - Directorate Change
AnnouncementREG - Bridgepoint Group - Director/PDMR Shareholding
AnnouncementREG - Bridgepoint Group - Director/PDMR Shareholding
AnnouncementREG - Bridgepoint Group - Total Voting Rights
Announcement