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REG - Bridgepoint Group - Half-year Report

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RNS Number : 5764R  Bridgepoint Group plc  18 July 2025

Bridgepoint Group plc

(the "Company")

Strong half year performance with encouraging progress on fundraising,

deployment continuing on track, €2.6 billion returned to fund investors and
full year guidance reaffirmed

Bridgepoint Group plc today announces interim results for the six months to 30
June 2025, with the Bridgepoint Group (the "Group") continuing to deliver
strong financial performance. Thanks to continued good fund performance and
successful exits, €2.6 billion of capital was returned to fund investors in
the first half of the year with a good pipeline of exits for the next 18
months. The Group is making encouraging progress in fundraising, reinforcing
confidence in achieving the €24 billion target by the end of 2026, and
continues to deploy capital as expected.

Summary highlights:

Performance versus six months ended 30 June 2024 including ECP (H1 2024 pro
forma for six months of ECP ownership):

 •    Assets under management ("AUM") increased by 20% to $86.6 billion at 30 June
      2025 (30 June 2024: $72.2 billion) and fee paying AUM increased by 2% to
      €37.5 billion from €36.8 billion at 30 June 2024;
 •    Underlying management fee income of £207.1 million or £201.4 million
      excluding catch-up fees of £5.7 million

(H1 2024: £211.8 million or £181.4 million excluding catch-up fees of £30.4
      million), an increase of 11% excluding catch-up fees in both periods;
 •    Fee related earnings ("FRE") of £76.0 million or £70.3 million excluding
      catch-up fees (H1 2024: £88.1 million or £57.7 million excluding catch-up
      fees), an increase of 22% excluding catch-up fees in both periods;
 •    Performance related earnings ("PRE") of £57.6 million (H1 2024: £56.9
      million);
 •    Underlying EBITDA of £128.0 million or £122.3 million excluding catch-up
      fees (H1 2024: £145.0 million or £114.6 million excluding catch-up fees);
 •    Reported profit before tax in H1 2025 of £60.6 million (H1 2024: £99.9
      million);
 •    Strong start to fundraising for ECP VI, which became fee paying in mid-May,
      and BDL IV, which had raised €2.2 billion by 30 June 2025;
 •    €2.6 billion returned to fund investors in H1 2025 and carried interest in
      BE VI recognised earlier than expected;
 •    Capital deployment continued as expected; and
 •    Full year guidance reaffirmed.

Raoul Hughes, Chief Executive said:

"Bridgepoint Group delivered strong performance in the first half and we have
continued to make progress towards our fundraising target of €24 billion by
the end of 2026. This was a result of good fund performance, product
diversification and the investments we have made in our investor services
team, together with strengthening LP appetite to invest in the European middle
market and US electricity infrastructure.

"Our strong transaction origination capability and disciplined investment
approach continues to deliver high quality returns. We returned €2.6 billion
to fund investors in the first half of the year and there is a good pipeline
of exits for the next 18 months. Successful exits have also led to carried
interest from BE VI being recognised for the first time, earlier than
expected.

"Looking ahead, we are making encouraging progress in fundraising, and there
are signs of increasing transaction activity. The medium-term growth prospects
for private markets are exciting and we are confident in the firm's long-term
strategic opportunity."

Financial performance (including ECP in H1 2024)

 •    Fee paying AUM increased by 2% to €37.5 billion from €36.8 billion at 30
      June 2024 with asset realisations and FX offsetting new fee earning
      commitments;
 •    Underlying management fee income decreased by 2% to £207.1 million (H1 2024:
      £211.8 million) and increased by 11% excluding the recognition of catch-up
      fees in both periods;
 •    Expenses (excluding exceptional expenses and adjusted items) ("Underlying
      Expenses") were £131.1 million (H1 2024: £123.7 million);
 •    FRE of £76.0 million or £70.3 million excluding catch-up fees (H1 2024:
      £88.1 million or £57.7 million excluding catch-up fees), an increase of 22%
      and an FRE margin of 34.9% (H1 2024: 31.8%) both excluding catch-up fees;
 •    PRE of £57.6 million for the first half (H1 2024: £56.9 million),
      representing 22% of total income;
 •    Underlying EBITDA of £128.0 million or £122.3 million excluding catch-up
      fees (H1 2024: £145.0 million or £114.6 million excluding catch-up fees);
      and
 •    Underlying profit before tax of £103.7 million (H1 2024: £129.8 million),
      resulting in underlying basic EPS of 10.6p (H1 2024: 11.0p).

Fundraising

 •    ECP VI became fee paying in mid-May 2025;
 •    Strong start for BDL IV with €2.2 billion closed in H1 2025;
 •    BCO V launched, CLO VIII priced in H1 and CLO IX in warehouse and expected to
      price later this quarter; and
 •    BE VIII expected to formally start fundraising in H2 2025.

Deployment

 •    Good deployment pace in H1 2025 with BE VII 70% committed across 14
      investments, ECP V 75% committed and BDC V 25% committed at 30 June 2025; and
 •    Deployment has started for BDL IV.
 Note: Private equity deployment calculated as a percentage of primary capital
 and includes deals signed but not completed.

Exits

 •    Sale of Dorna Sports closed and sale of Kereis agreed in June 2025 which
      combined will return c. €2 billion to BE VI fund investors; and
 •    Outlook for portfolio company exits remains positive with multiple exits
      planned for H2 2025 and 2026.

Reported financial performance (excluding ECP in H1 2024)

 •    Management and other fees of £202.0 million (H1 2024: £153.0 million);
 •    EBITDA of £120.2 million (H1 2024: £57.8 million);
 •    Profit before tax of £60.6 million (H1 2024: £48.8 million);
 •    Profit after tax of £44.1 million (H1 2024: £43.1 million); and
 •    Basic EPS of 4.4 pence per share (H1 2024: 5.4 pence per share).
 Note: for details for Underlying Expenses included in reported financial
 performance see the 'Reconciliation of underlying income statement to IFRS
 income statement' table below.

Dividend

 •    Interim dividend of 4.7 pence per share to be paid in October 2025 and final
      dividend expected to be no less than 4.7 pence per share, subject to
      shareholder approval.

Guidance reaffirmed

Fundraising

Closed

 •    BDC V closed in March at €2.8 billion, charging fees since Q4 2024; and
 •    BG II closed at £0.3 billion, charging fees since Q4 2022.

Current and future activity

 •    ECP VI became fee paying in May 2025 and has received closed or fully approved
      capital of around half its cover number with further closes expected in the
      remainder of 2025 and in 2026;
 •    Further co-investment, continuation fund and SMA opportunities in
      infrastructure;
 •    BDL IV closed €2.2 billion to date, deploying since Q1 2025;
 •    BCO V expected to start deploying in late 2025;
 •    Intention to close two CLOs per year; and
 •    BE VIII expected to become fee paying mid 2026 with final close in 2027.

Expenses

 •    Continue to expect high single digit growth in expenses per annum.

PRE

 •    Expected to be c.25% of total income in 2025 and 2026, profile subject to
      timing of further recognition of BE VI carry and timing of Calpine exit.

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. UK time on Friday, 18 July:

 Join via weblink:

 Bridgepoint Group plc 2025 Interim Results | SparkLive | LSEG
 (https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/d43580ee-c6f4-4c28-87ce-eb970f91b33f/bridgepoint-group-plc-2025-interim-results)

 Register for conference call:

 Registration | Bridgepoint Group plc 2025 Interim Results
 (https://bridgepoint-group-plc-2025-interim-results-july2025.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)

 

INTERIM DIVIDEND PAYMENT TIMETABLE

The timetable for the payment of the interim dividend of 4.7 pence per share
announced today is as follows:

 Ex-dividend date:  18 September 2025
 Record date:       19 September 2025
 Payment date:      27 October 2025

 

ENQUIRIES

Bridgepoint

 Analysts and investors                                           Media

 Adam Key                                                         Christian Jones

 adam.key@bridgepointgroup.com (mailto:adam.key@bridgepoint.eu)   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                                                           Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
6 months)
 Underlying management and other fees                                206.8             211.2                                          156.0                                                       (2.1)%                                32.6%
 PRE                                                                 57.6              56.9                                           24.4                                                        1.2%                                  136.1%
 Other operating income                                              0.3               0.6                                            0.6                                                         (50.0)%                               (50.0)%
 Underlying total operating income                                   264.7             268.7                                          181.0                                                       (1.5)%                                46.2%
 Total expenses (excluding exceptional expenses and adjusted items)  (131.1)           (123.7)                                        (94.8)                                                      6.0%                                  38.3%
 Expenses excluded from FRE                                          (5.6)             -                                              -                                                           N/A                                   N/A
 Underlying EBITDA                                                   128.0             145.0                                          86.2                                                        (11.7)%                               48.5%
 FRE                                                                 76.0              88.1                                           61.8                                                        (13.7)%                               23.0%
 Exceptional and adjusted items within EBITDA                        (7.8)             (28.4)                                         (28.4)                                                      (72.5)%                               (72.5)%
 EBITDA                                                              120.2             116.6                                          57.8                                                        3.1%                                  108.0%
 Depreciation and amortisation                                       (32.6)            (10.7)                                         (8.8)                                                       204.7%                                270.5%
 Net finance and other (expense) or income                           (27.0)            (6.0)                                          (0.2)                                                       350.0%                                13,400%
 Profit before tax                                                   60.6              99.9                                           48.8                                                        (39.3)%                               24.2%
 Tax                                                                 (16.5)            (15.9)                                         (5.7)                                                       3.8%                                  189.5%
 Profit after tax                                                    44.1              84.0                                           43.1                                                        (47.5)%                               2.3%

 

Consolidated balance sheet

 Summarised consolidated statement of financial position (IFRS basis)  As at 30 June 2025  As at 31 December 2024  Change (%)

 £ million
 Assets
 Non-current assets                                                    1,695.1             1,791.0                 (5.4)%
 Current assets                                                        2,908.4             2,303.9                 26.2%
 Total Assets                                                          4,603.5             4,094.9                 12.4%
 Liabilities
 Non-current liabilities                                               3,011.2             2,495.6                 20.7%
 Current liabilities                                                   426.7               408.1                   4.6%
 Total Liabilities                                                     3,437.9             2,903.7                 18.4%
 Net Assets                                                            1,165.6             1,191.2                 (2.1)%
 Equity
 Share capital and premium                                             375.2               375.2                   -
 Other reserves                                                        20.4                51.1                    (60.1)%
 Retained earnings                                                     560.4               557.1                   0.6%
 Non-controlling interests                                             209.6               207.8                   0.9%
 Total Equity                                                          1,165.6             1,191.2                 (2.1)%

 

Consolidated cash flows

 Summarised consolidated cash flow statement (IFRS basis)                      Six months ended  Six months ended  Change

30 June 2025
30 June 2024

 £ million                                                                                                         (%)
 Net cash flows from operating activities                                      17.9              8.5               110.6%
 Net cash flows from investing activities                                      (357.5)           (319.2)           12.0%
 Net cash flows from financing activities                                      364.2             208.0             75.1%
 Net (decrease)/ increase in cash and cash equivalents                         24.6              (102.7)           (124.0)%
 Total cash and cash equivalents at beginning of the period                    159.8             314.8             (49.2)%
 Effect of exchange rate changes                                               2.7               (0.6)             (550.5)%
 Total cash and cash equivalents at the end of the period                      187.1             211.5             (11.5)%
 of which: cash and cash equivalents at the end of the period (for use within  103.5             123.9             (16.5)%
 the Group)
 of which: CLO cash (restricted for use within relevant CLO)                   83.6              87.6              (4.6)%
 Total cash at the end of the period                                           187.1             211.5             (11.5)%

 

Financial summary

                                                                            Six months ended  Pro forma six months ended 30 June 2024 (ECP: 6 months*)  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
 Total AUM ($bn)                                                            86.6              72.2                                                      45.8                                                        19.9%                                 89.1%
 Total AUM (€bn)                                                            73.7              67.3                                                      42.7                                                        9.5%                                  72.6%
 Fee Paying AUM (€bn)                                                       37.5              36.8                                                      25.8                                                        1.9%                                  45.3%
 Management fee margin on Fee Paying AUM (%)                                1.18%             1.13%                                                     1.16%                                                       4.4%                                  1.7%
 Underlying management and other income (£m)                                207.1             211.8                                                     156.6                                                       (2.2)%                                32.2%
 Underlying management and other income (excluding catch-up fees) (£m)      201.4             181.4                                                     134.4                                                       11.0%                                 49.9%
 Underlying total operating income (£m)                                     264.7             268.7                                                     181.0                                                       (1.5)%                                46.2%
 Total expenses (excluding exceptional expenses and adjusted items) (£m)    (131.1)           (123.7)                                                   (94.8)                                                      6.0%                                  38.3%
 Underlying EBITDA (£m)                                                     128.0             145.0                                                     86.2                                                        (11.7)%                               48.5%
 Underlying EBITDA (excluding catch-up fees) (£m)                           122.3             114.6                                                     64.0                                                        6.7%                                  91.1%
 Underlying EBITDA margin (%)                                               48.4%             54.0%                                                     47.6%                                                       (10.4)%                               1.5%
 FRE (£m)                                                                   76.0              88.1                                                      61.8                                                        (13.7)%                               23.0%
 FRE (excluding catch-up fees) (£m)                                         70.3              57.7                                                      39.6                                                        21.8%                                 77.5%
 FRE margin (%)                                                             36.7%             41.6%                                                     39.5%                                                       (11.8)%                               (7.0)%
 FRE margin (excluding catch-up fees) (%)                                   34.9%             31.8%                                                     29.5%                                                       9.7%                                  18.5%
 PRE (£m)                                                                   57.6              56.9                                                      24.4                                                        1.2%                                  136.1%
 Underlying profit before tax (£m)                                          103.7             129.8                                                     78.7                                                        (20.1)%                               31.8%
 Profit before tax (£m)                                                     60.6              99.9                                                      48.8                                                        (39.3)%                               24.2%
 Underlying profit after tax (£m)                                           87.2              113.9                                                     73.0                                                        (23.4)%                               19.5%
 Profit after tax (£m)                                                      44.1              84.0                                                      43.1                                                        (47.5)%                               2.3%
 Basic EPS (pence)                                                          4.4               8.1                                                       5.4                                                         (45.7)%                               (18.5)%
 Diluted EPS (pence)                                                        4.3               8.1                                                       5.4                                                         (46.9)%                               (20.4)%
 Underlying basic EPS (pence)                                               10.6              11.0                                                      9.2                                                         (3.6)%                                15.2%
 Underlying diluted EPS (pence)                                             10.4              11.0                                                      9.2                                                         (5.5)%                                13.0%

 

 *   Pro forma information in 2024 includes full six months of ECP as if the
     acquisition completed on 1 January 2024.
 **  Pro forma underlying EPS in 2024 is presented only with the inclusion of the
     dilutive impact.

 

Reconciliation of underlying income statement to IFRS income statement

 £ million                              Underlying six months  Exceptionals and adjusted items  IFRS six months ended 30 June 2025

ended 30 June 2025
 Management and other fees              206.8                  (4.8)                            202.0
 PRE                                    57.6                   30.5                             88.1
 Other operating income                 0.3                    -                                0.3
 Total operating income                 264.7                  25.7                             290.4
 Personnel expenses                     (99.2)                 (31.7)                           (130.9)
 Personnel expenses excluded from FRE*  (5.6)                  -                                (5.6)
 Other operating expenses               (31.9)                 (1.8)                            (33.7)
 EBITDA                                 128.0                  (7.8)                            120.2
 EBITDA margin (%)                      48.4%                  N/A                              41.4%
 FRE                                    76.0                   (38.3)                           37.7
 FRE margin (%)                         36.7%                  N/A                              18.6%
 Depreciation and amortisation          (8.6)                  (24.0)                           (32.6)
 Net finance and other (expense)        (15.7)                 (11.3)                           (27.0)
 Profit before tax                      103.7                  (43.1)                           60.6
 Tax                                    (16.5)                 -                                (16.5)
 Profit after tax                       87.2                   (43.1)                           44.1

 

 *  Other excluded personnel expenses include investment linked bonuses and
    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).

 

Chief Executive statement

I'm pleased to report strong financial performance in the first half of 2025.
With investment activity expected to continue to be robust and increased
confidence in fundraising, we are well positioned for the remainder of this
year and beyond.

In March the Group reported a strong set of financial results for 2024 and I
am pleased to report that strong performance has continued in the first half
of 2025 despite continuing geopolitical and economic volatility. Successful
fundraises across all three strategies increased our confidence in achieving
the target which we announced in March of raising €24 billion by the end of
2026. Both fee related earnings (FRE) and performance related earnings (PRE)
are on track, with our PRE outlook positive in both 2025 and into 2026 with a
number of further exits in the pipeline across the business despite market
uncertainty. This should allow us to keep returning capital to our fund
investors to add to the €2.6 billion returned in the first half of the year.

Financial performance includes initial recognition of carry from BE VI earlier
than expected

In H1 2025, AUM increased by 20% to $86.6 billion and FPAUM increased by 2%
compared to H1 2024 to reach

€37.5 billion. Management fees and other income increased by
11% period-on-period (excluding catch-up fees) to reach a total of
£201.4 million (excluding catch-up fees of £5.7 million). Following a
number of successful exits, €2 billion of capital will be returned to
investors in BE VI and carried interest in the fund has been recognised in our
numbers for the first time, sooner than previously expected. Underlying EBITDA
in the first half amounted to £128.0 million, representing an underlying
EBITDA margin of 48%.

Increasing confidence in target of raising €24 billion by the end of 2026

Following good fundraising progress in H1 2025 across BDL IV, BCO V and ECP
VI, €8 billion of the €24 billion target has now been raised with a
further €16 billion to be raised in H2 2025 and 2026.

At the end of June, BDL IV had made strong progress with €2.2 billion closed
in H1 2025 and we have commenced fundraising for BCO V which is expected to
start investing and charging fees in late 2025. In our syndicated debt
strategy, we successfully repriced CLO V in June with strong demand throughout
the full capital stack, evidencing the market's continued appetite for
Bridgepoint Group's disciplined approach to investment and credit selection.
Having priced CLO VIII in March, CLO IX is now in its warehouse phase and is
expected to price later this quarter.

We have made good progress with fundraising for ECP's next flagship fund
against the backdrop of continued robust investor demand for exposure to the
growth in US electricity demand. ECP VI became fee paying in May.

With good investor interest in our strategies, including market leading
European PE and added value US energy transition, six funds will be raising
capital in H2 2025, comprising BDL IV, BCO V, CLO IX, ECP VI, ECP Evergreen
and BE VIII. In addition to raising capital through existing channels, our
first private wealth offering, Bridgepoint Generations, is expected to launch
after the summer.

Good performance across investment strategies

Private equity

With activity levels in the European middle market increasing again following
a temporary slowdown in April and May, the private equity team has enjoyed a
period of good performance. BE VII has made significant progress and has now
deployed 70% of its fund capital across 14 platform investments. 12 of these
have been sourced outside of conventional auction processes, underlining the
strength of our origination capabilities in the European middle market. Recent
BE VII transactions include an agreement to acquire a controlling interest in
Safe Life, the global leader in the distribution of automated external
defibrillators (AEDs) and successful exits in BE VI from Kereis, a leading
European insurance broker, and Dorna.

BDC V, the Group's latest lower mid-cap fund which closed in March at €2.8
billion, has begun to deploy fund capital with 3 new investments agreed in the
first half of the year, including Argon & Co, a Paris-based global
management consultancy specialising in operations strategy and transformation,
Finzzle, a leading wealth management consultancy in France, and NMi Group, a
pan-European provider of independent advisory, testing, inspection,
certification, and calibration services. The fund is now 25% committed and on
track to deploy over its target investment period of 3.5 to 4 years.

Private credit

Credit has doubled its AUM in the four years since IPO from €7 billion to
€14 billion and has continued to see robust levels of activity in the first
half of the year.

Increased investor interest in investing in Europe provided a tailwind to
fundraising for both Direct Lending and Credit Opportunities. In the year to
date, the Bridgepoint Direct Lending team has committed to invest in 15 deals,
including 6 new primary deals and 9 refinancings or further commitments to
existing investments, totalling almost €2.0 billion in deployment across all
core geographies and target sectors. BDL III has now completed its investment
period and BDL IV has started to deploy with the first €0.5 billion invested
by 30 June 2025. This level of activity again demonstrated the relative
resilience of deal volumes in the European middle market. In syndicated credit
in H1, two CLOs (IV and V) were refinanced, CLO V was repriced, CLO VIII was
issued and CLO IX is currently warehousing.

Infrastructure

In addition to the good progress in fundraising for our flagship fund, where
we continue to benefit from investor demand for exposure to a sector whose
growth trajectory is underpinned by several megatrends, most notably
electricity demand growth and a corresponding shortage of power generation
supply in the U.S., ECP continues to trade strongly. We have a strong pipeline
with a number of opportunities for both deployment and exits and expect to
complete the Calpine exit later this year.

In March 2025 ECP announced a partnership with ADQ, an active sovereign
investor with a focus on critical infrastructure and global supply chains,
based in Abu Dhabi. The partnership aims to service the growing power needs of
data centres, hyperscale cloud companies and other energy-intensive industries
by investing in greenfield development, new build and expansion opportunity
projects that will establish the partnership as a leader in power generation
in the United States.

Well-placed to benefit from long-term market trends

With a platform that continues to deliver through cycles, there is significant
potential for growth given the strong tailwinds in the alternatives market.
Private markets continue to perform well and remain attractive to
institutional investors. Major pools of capital have very limited exposure to
private markets and significant capital deployment needs, and therefore will
increasingly require private capital investments, such as in ECP's core market
of energy transition. Our product set - market leading European PE and added
value US energy transition - positions us well, as does the increasing
appetite for Direct Lending and CLOs in credit.

The Group's strategy of increasing diversity, whether by investment strategy,
geography or investor type, builds on its clearly differentiated position in
the global middle market. The platform's strength makes Bridgepoint Group a
go-to participant in credit, equity, and value-added infrastructure and,
consequently, we are well placed to achieve the target we set out at our
Capital Markets Day in October 2024 of increasing our AUM to $200 billion in
the medium term through a combination of organic and inorganic growth and
expansion into new asset classes.

Board appointments

We were pleased to announce two new appointments in the first half of the
year. John Dionne and Michelle Scrimgeour, both of whom have extensive
experience in asset management, became independent non-executive directors
with effect from 1 July 2025.

Until his retirement from Blackstone, John served as Global Head of the
Private Equity Business Development and Investor Relations groups. He first
joined the firm as the Founder and Chief Investment Officer of the Blackstone
Distressed Securities Fund. John is a member of the Audit and Risk Committee.

Michelle most recently served as Chief Executive Officer of Legal &
General Investment Management from July 2019 to December 2024. Before joining
Legal & General, she was Chief Executive Officer, EMEA, at Columbia
Threadneedle Investments and a member of the executive leadership team of
Ameriprise Financial. Michelle is taking over as Chair of the Audit and Risk
Committee.

I would like to thank Cyrus Taraporevala for chairing the Audit and Risk
Committee for the year since Tim Score became Chair of the Board in July
2024.

Dividend

I'm pleased to confirm that the Company will pay an interim dividend of 4.7p
per share in October.

An exciting period ahead

Successful fundraising and continued robust deployment and exit activity
against the challenging backdrop of H1 2025 illustrates the benefits of our
positioning in the resilient middle-market segment across private equity,
credit and infrastructure. A strong pipeline of both investments and exits
positions the Group to look to the rest of the year with confidence.

With the clear differentiator of middle-market leadership, the Group is
well-positioned to capitalise on both market growth and the increasing trend
towards industry consolidation.

Opportunities for inorganic growth and expansion into new asset classes
continue to be actively explored, alongside the organic scaling and broadening
of our existing investment strategies.

I would like to thank all colleagues who have helped to deliver another strong
set of financial results. I think everyone across the Group would agree that
the future is very exciting.

Raoul Hughes

Chief Executive

 

CFO statement

The Group's financial performance for the first six months of 2025 continues
to benefit from the ECP transaction, including fees from ECP VI. The outlook
for PRE is positive with BE VI carry recognised for the first time and a good
pipeline of exits for the second half of the year despite market uncertainty.

Financial results

Underlying management fees and other income for the six months ended 30 June
2025 of £207.1 million includes fees relating to ECP VI which started in May
and from the final closes of BDC V and BG II.

The drop in fee income of £4.7 million was due to the magnitude of catch-up
fees recognised in the prior year (£30.4 million compared to £5.7 million in
the six months to 30 June 2025) which mask the underlying growth in our fee
base.

FRE of £76.0 million (£70.3 million excluding catch-up fees) compares with
£88.1 million in the comparative period (£57.7 million excluding catch-up
fees). The FRE margin is 34.9% excluding catch-up fees and compares to 31.8%
in the comparative period. The start of ECP VI from May will result in a step
up of income and margins over the course of this year and next, once
fundraising is concluded.

Ultimately fund performance underpins our business model as it is critical to
our ability to raise new funds. Across our three verticals our funds continued
to perform well, despite macro uncertainties, with BE VI, BE VII, ECP IV and
the Calpine Continuation Fund demonstrating momentum during the first half of
the year and driving valuation growth. PRE was £57.6 million, which
represents 21.8% of total income. In a positive development, carried interest
income from BE VI, in which the Group has an interest of 7%, has been
recognised for the first time.

Despite wider market uncertainty we remain confident in delivery of our
guidance for PRE to be 25% of total income for the full year. The exit from
Calpine remains subject to regulatory approvals, which are expected in late
2025. The consideration has been valued at a level broadly equivalent to the
cash and share consideration which was receivable at the time the transaction
was announced in January 2025 rather than at the prevailing share price at 30
June in order to avoid any short-term volatility in the asset valuation before
the transaction completes. Delivery of the full year guidance will be subject
to the timing of further recognition of BE VI carry and the realised proceeds
from, and timing of the Calpine exit.

Underlying EBITDA was £128.0 million (£122.3 million excluding catch-up
fees) compared to £145.0 million in the comparative period or £114.6 million
excluding catch-up fees.

Underlying EBITDA margin was 48.4%. Margins remain on track to reach our
target of 55% to 60% at the conclusion of the next fund cycles. Underlying
profit before tax was £103.7 million.

AUM and fundraising

At 30 June 2025 the Group's AUM of $86.6 billion (€73.7 billion) compared
with $72.2 billion at 30 June 2024 (or $76.6 billion on a constant currency
basis).

Fee Paying AUM of €37.5 billion increased by 1.9% compared to 30 June 2024
(or 4.7% on a constant currency basis), representing the capital raised in the
new PE and infrastructure funds, alongside fees earned on deployed capital in
credit.

Over the last 12 months we have raised a total of €7.2 billion across our
strategies.

Fundraising for ECP VI will continue during 2025 and into 2026, alongside BDL
IV which has had closes to-date totalling €2.2 billion of deployable
capital, and BCO V which is expected to have a first close later this year.

We remain confident of meeting the upgraded target set in March this year of
€24 billion of new capital by the end of 2026.

Balance sheet and financing

We are a balance sheet light business, with modest leverage. At 30 June 2025
the Group had cash of £103.5 million (excluding cash belonging to
consolidated CLOs).

The Group has $614.0 million (£447.7 million, excluding capitalised facility
costs) of US private placement notes in issue, which have an average maturity
of 5 years. Net leverage represents 1.3x 2025 consensus underlying EBITDA of
£271.0 million.

At 30 June 2025, the Group held investments in funds of £690.7 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 £130.6
million.

Capital allocation and share liquidity

We allocate capital in order to support organic growth, invest in our funds,
undertake strategic M&A, pay dividends and generate capital returns.

Alongside our half year results, we have announced an interim dividend of 4.7
pence per share, in addition to the final dividend in respect of 2024 of 4.6
pence per share paid in May.

Our previous share buyback programme expired in March, which together with the
previous programme, repurchased shares with a total value of £71.3 million.
In June we announced a renewed directed share buyback programme of up to a
further £50 million which can be activated at times of market dislocation
when we feel that our share price does not reflect underlying performance.
During the first six months of 2025 buybacks under the previous programme
totalled £1.3 million and represented a return of 0.1 pence per share.

We are exploring options to increase the free float and therefore trading
liquidity of our shares. We intend to engage with our major shareholder groups
to discuss how best to achieve this, which could include measures such as a
secondary offering of shares. There can be no certainty as to whether any
action will be taken in this regard.

At the IPO a staggered lock-up of up to 5 years was agreed with pre-IPO
employee shareholders and of the remaining lock-ups, 81 million shares will be
released on 26 July 2025 and the final 186 million shares will be released on
26 July 2026. In addition, lock-ups on shares related to the ECP transaction
are expected to expire between 2026 and 2029.

Overall

Our performance in the first half of 2025 is entirely consistent with our full
year guidance and expectations. Fundraising in the first half of the year and
preparatory work on exits provides the foundation for continued delivery of
strong financial performance for the full year and beyond. Continued growth in
Fee Paying AUM means the Group is continuing to work towards our fundraising
and margin targets and our ambition to grow to around $200 billion of AUM over
the next fund cycles.

Ruth Prior

Group Chief Financial Officer

 

Guidance

Fundraising

Reaffirming 2024-2026 'next cycle' fundraising target of €24 billion

PE

 -  BDC V closed in March at €2.8 billion, charging fees since Q4 2024
 -  BG II closed 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
 Credit

- BDL IV closed €2.2 billion to date, deploying since Q1 2025
 - BCO V expected to start deploying in late 2025
 - Intention to close two CLOs per year

Infra

- ECP VI became fee paying in May 2025 and has received closed or fully approved
   capital of around half its cover number with further closes expected in the
   remainder of 2025 and in 2026
 - Further co-investment, continuation fund and SMA opportunities

Infra

 -  ECP VI became fee paying in May 2025 and has received closed or fully approved
    capital of around half its cover number with further closes expected in the
    remainder of 2025 and in 2026
 -  Further co-investment, continuation fund and SMA opportunities

Expenses

 -  Continue to expect high single digit growth in expenses per annum

PRE

 -  Expected to be c.25% of total income in 2025 and 2026, profile subject to
    timing of further recognition of BE VI carry and timing of Calpine exit

EBITDA margin

 -  EBITDA margin expected to be 52-55% in 2025/26

 

Financial summary

                                                                            Six months ended  Pro forma six months ended 30 June 2024 (ECP: 6 months*)  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
 Total AUM ($bn)                                                            86.6              72.2                                                      45.8                                                        19.9%                                 89.1%
 Total AUM (€bn)                                                            73.7              67.3                                                      42.7                                                        9.5%                                  72.6%
 Fee Paying AUM (€bn)                                                       37.5              36.8                                                      25.8                                                        1.9%                                  45.3%
 Management fee margin on Fee Paying AUM (%)                                1.18%             1.13%                                                     1.16%                                                       4.4%                                  1.7%
 Underlying management and other income (£m)                                207.1             211.8                                                     156.6                                                       (2.2)%                                32.2%
 Underlying management and other income (excluding catch-up fees) (£m)      201.4             181.4                                                     134.4                                                       11.0%                                 49.9%
 Underlying total operating income (£m)                                     264.7             268.7                                                     181.0                                                       (1.5)%                                46.2%
 Total expenses (excluding exceptional expenses and adjusted items) (£m)    (131.1)           (123.7)                                                   (94.8)                                                      6.0%                                  38.3%
 Underlying EBITDA (£m)                                                     128.0             145.0                                                     86.2                                                        (11.7)%                               48.5%
 Underlying EBITDA (excluding catch-up fees) (£m)                           122.3             114.6                                                     64.0                                                        6.7%                                  91.1%
 Underlying EBITDA margin (%)                                               48.4%             54.0%                                                     47.6%                                                       (10.4)%                               1.5%
 FRE (£m)                                                                   76.0              88.1                                                      61.8                                                        (13.7)%                               23.0%
 FRE (excluding catch-up fees) (£m)                                         70.3              57.7                                                      39.6                                                        21.8%                                 77.5%
 FRE margin (%)                                                             36.7%             41.6%                                                     39.5%                                                       (11.8)%                               (7.0)%
 FRE margin (excluding catch-up fees) (%)                                   34.9%             31.8%                                                     29.5%                                                       9.7%                                  18.5%
 PRE (£m)                                                                   57.6              56.9                                                      24.4                                                        1.2%                                  136.1%
 Underlying profit before tax (£m)                                          103.7             129.8                                                     78.7                                                        (20.1)%                               31.8%
 Profit before tax (£m)                                                     60.6              99.9                                                      48.8                                                        (39.3)%                               24.2%
 Underlying profit after tax (£m)                                           87.2              113.9                                                     73.0                                                        (23.4)%                               19.5%
 Profit after tax (£m)                                                      44.1              84.0                                                      43.1                                                        (47.5)%                               2.3%
 Basic EPS (pence)                                                          4.4               8.1                                                       5.4                                                         (45.7)%                               (18.5)%
 Diluted EPS (pence)                                                        4.3               8.1                                                       5.4                                                         (46.9)%                               (20.4)%
 Underlying basic EPS (pence)                                               10.6              11.0                                                      9.2                                                         (3.6)%                                15.2%
 Underlying diluted EPS (pence)                                             10.4              11.0                                                      9.2                                                         (5.5)%                                13.0%

 

 *   Pro forma information in 2024 includes full six months of ECP as if the
     acquisition completed on 1 January 2024.
 **  Pro forma underlying EPS in 2024 is presented only with the inclusion of the
     dilutive impact.

The financial summary above and throughout the remainder of this section of
the interim report includes two comparisons:

 -  the underlying results for the six months ended 30 June 2025 have been
    compared against the underlying results for the six months ended 30 June 2024
    on a pro forma basis, including six months financial performance of ECP as if
    the transaction had completed on 1 January 2024. This is showing the
    progression of the Group performance; and
 -  the underlying results for the six months ended 30 June 2025 have been
    compared against the underlying results for the six months ended 30 June 2024
    without ECP to provide a clearer indication of the impact of ECP performance
    on the Group.

 

Constant currency performance

Due to the Group's income, costs and AUM being denominated in different
currencies, the Group's financial performance can be affected by fluctuations
in those currencies which can distort period-on-period comparisons.

The table below sets out a number of APMs and KPIs presented on a constant
currency basis, which adjust the comparative measure by the foreign exchange
rates applied to the current period.

 Underlying measures                                                        Six months ended       Pro forma six months ended 30 June 2024 (H1 24)  Pro forma six months ended 30 June 2024 (H1 24)  Change H1 25 vs. pro forma H1 24  Change H1 25 vs. pro

30 June 2025 (H1 25)

forma H1 24 actual rates

                      using H1 25 rates                                actual rates                                     using H1 25 rates

                                                                            actual rates
                                 (%)
                                                                                                                                                                                                     (%)
 Total AUM ($bn)                                                            86.6                   76.6                                             72.2                                             13.1%                             19.9%
 Fee paying AUM (€bn)                                                       37.5                   35.8                                             36.8                                             4.7%                              1.9%
 Underlying management and other income (£m)                                207.1                  208.0                                            211.8                                            (0.4)%                            (2.2)%
 Underlying management and other income (excluding catch-up fees) (£m)      201.4                  178.1                                            181.4                                            13.1%                             11.0%
 Total expenses (excluding exceptional expenses and adjusted items) (£m)    (131.1)                (121.3)                                          (123.7)                                          8.1%                              6.0%
 FRE (£m)                                                                   76.0                   86.7                                             88.1                                             (12.3)%                           (13.7)%
 FRE, (excluding catch-up fees)                                             70.3                   56.8                                             57.7                                             23.8%                             21.8%
 PRE (£m)                                                                   57.6                   54.9                                             56.9                                             4.9%                              1.2%
 Underlying EBITDA (£m)                                                     128.0                  141.6                                            145.0                                            (9.6)%                            (11.7)%
 Underlying EBITDA (excluding catch-up fees) (£m)                           122.3                  111.7                                            114.6                                            9.5%                              6.7%

 

In order to manage the impact of transactional and translation risk the Group
hedges management fee income received in euros from the private equity and
credit businesses into pounds sterling, however does not currently hedge the
US dollar earnings of the ECP business on the basis that management fee income
and 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. The table below sets out the currency exposure
for certain reported items, including the impact of hedging.

The table below sets out the currency exposure for certain reported items,
including the impact of hedging.

 %                                     GBP    EUR    USD    Other
 Total AUM                             5.2%   52.5%  42.3%  -
 Fee Paying AUM                        6.4%   65.9%  27.7%  -
 Underlying management and other fees  41.2%  36.0%  22.8%  -
 Underlying operating expenses         57.5%  16.2%  24.2%  2.1%
 PRE                                   19.7%  58.1%  22.2%  -

 

Exposure to foreign exchange

The following foreign exchange rates have been used throughout this review:

          Average rate for the six months ended 30 June 2025  Average rate for the six months ended 30 June 2024  Rate at        Rate at

                                                                                                                  30 June 2025   30 June 2024
 GBP/EUR   1.18710                                             1.16787                                             1.17081        1.17945
 GBP/USD   1.29539                                             1.26352                                             1.37129        1.26409

Total AUM development during the year

 € billion                   Private equity  Credit  Infrastructure  Total
 30 June 2024 (pro forma)    30.2            12.5    24.6            67.3
 31 December 2024            31.0            13.8    28.2            73.0
 Fundraising                 0.3             0.9     1.5             2.7
 Divestments                 (2.5)           (0.6)   (0.7)           (3.8)
 Revaluations                0.7             0.2     4.2             5.1
 Foreign exchange movements  -               -       (3.3)           (3.3)
 30 June 2025                29.5            14.3    29.9            73.7

 

Total AUM at 30 June 2025 was €73.7 billion ($86.6 billion) compared to
€73.0 billion ($75.6 billion) at the end of 2024. The increase is primarily
due to the final commitments raised for BDC V and BG II (private equity),
initial commitments from ECP VI (infrastructure), commitments raised for BDL
IV and launch of CLO VIII (credit), the impact of valuation growth of fund
investments and foreign exchange movements.

Fee Paying AUM development during the year

 € billion                                      Private equity  Credit  Infrastructure  Total
 30 June 2024 (pro forma)                       17.4            8.4     11.0            36.8
 31 December 2024                               19.3            8.8     10.6            38.7
 Fundraising: fees on committed capital         0.3             -       1.4             1.7
 Deployment of funds: fees on invested capital  0.3             1.6     0.1             2.0
 Realisations                                   (0.1)           (0.8)   (0.5)           (1.4)
 Step down                                      (2.3)           -       -               (2.3)
 Foreign exchange movements                     -               -       (1.2)           (1.2)
 30 June 2025                                   17.5            9.6     10.4            37.5

 

Fee Paying AUM at 30 June 2025 was €37.5 billion ($44.0 billion) compared to
€38.7 billion ($40.1 billion) at the end of 2024, with the increase due to
the addition of final commitments for BDC V and BG II (private equity),
initial commitments for ECP VI (infrastructure), an increase in invested
capital in our credit strategies and the launch of CLO VIII (credit) which
became fee paying during the period, offset by asset realisations and foreign
exchange movements.

Fundraising

Fundraising has met or surpassed our expectations for funds currently in the
market. BDC V closed in March at €2.8 billion and BG II closed at £0.3
billion. ECP VI, which has a cover number of $5 billion, started to pay fees
from mid-May with further closes expected in the remainder of 2025 and in
2026. There has also been a strong start to fundraising for BDL IV, which has
a cover number of €4 billion.

Six funds will be raising capital in the second half of 2025, comprising BDL
IV, BCO V, ECP VI, ECP Evergreen, BE VIII as well as CLO IX. In addition to
raising capital through existing channels, our first private wealth offering,
Bridgepoint Generations, is expected to launch later this year.

Overall, we expect to raise €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), the latter of which is expected
to continue raising capital into 2027 meaning that only the capital raised by
the end of 2026 will be included in the €24 billion target.

Fund performance

 Asset class                                      Strategy            Established  Fund details                 Fund performance at 30 June 2025
                 Fund name                                            Vintage               Size                Gross MOIC   DPI(1)       Gross IRR
 Private equity                                   Bridgepoint Europe  1984         BE V     2015      €4.0bn    2.3x         1.5x         18.4%
                 BE VI                                                2019                  €5.8bn              2.0x         0.7x         17.1%
                 BE VII                                               2022                  €7.0bn              1.3x         -            22.3%
                 Bridgepoint Development Capital                      2009         BDC III  2016      £605m     4.5x         2.6x         40.6%
                 BDC IV                                               2021         £1.6bn   1.2x      -         8.8%
 Credit                                           Direct Lending      2015         BDL I    2015      €530m     1.3x(3)      1.2x         9.4%
                 BDL II(2)                                            2017                  €2.3bn              1.4x(3)      0.6x         9.3%
                 BDL III(2)                                           2021                  €2.9bn              1.2x(3)      0.1x         10.9%
 Infra                                            Flagship Funds      2005         ECP III  2014      $5.1bn    2.3x         1.8x         18.4%
                 ECP IV                                               2018                  $3.3bn              2.0x         0.6x         23.3%
                 ECP V                                                2022                  $4.4bn              1.5x         -            25.2%

 

 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                                                           Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
6 months)
 Underlying management and other fees                                206.8             211.2                                          156.0                                                       (2.1)%                                32.6%
 PRE                                                                 57.6              56.9                                           24.4                                                        1.2%                                  136.1%
 Other operating income                                              0.3               0.6                                            0.6                                                         (50.0)%                               (50.0)%
 Underlying total operating income                                   264.7             268.7                                          181.0                                                       (1.5)%                                46.2%
 Total expenses (excluding exceptional expenses and adjusted items)  (131.1)           (123.7)                                        (94.8)                                                      6.0%                                  38.3%
 Expenses excluded from FRE                                          (5.6)             -                                              -                                                           N/A                                   N/A
 Underlying EBITDA                                                   128.0             145.0                                          86.2                                                        (11.7)%                               48.5%
 FRE                                                                 76.0              88.1                                           61.8                                                        (13.7)%                               23.0%
 Exceptional and adjusted items within EBITDA                        (7.8)             (28.4)                                         (28.4)                                                      (72.5)%                               (72.5)%
 EBITDA                                                              120.2             116.6                                          57.8                                                        3.1%                                  108.0%
 Depreciation and amortisation                                       (32.6)            (10.7)                                         (8.8)                                                       204.7%                                270.5%
 Net finance and other (expense) or income                           (27.0)            (6.0)                                          (0.2)                                                       350.0%                                13,400%
 Profit before tax                                                   60.6              99.9                                           48.8                                                        (39.3)%                               24.2%
 Tax                                                                 (16.5)            (15.9)                                         (5.7)                                                       3.8%                                  189.5%
 Profit after tax                                                    44.1              84.0                                           43.1                                                        (47.5)%                               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, the costs associated with
    certain employee share schemes and corporate development activities) 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 period ended 30 June 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.

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 six months ended 30
June 2025, exceptional expenses within EBITDA predominantly related to costs
relating to the ECP transaction. Further explanation of these items is
included within note 4 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 and which are otherwise eliminated on consolidation to 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); (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; and (iii) PRE related to warehoused fund
    investments which are expected to be syndicated to third-party investors.
 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. They also include costs relating
    to corporate development activities.
 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 4 of the financial
statements.

 

Reconciliation of underlying income statement to IFRS income statement

 £ million                              Underlying six months  Exceptionals and adjusted items  IFRS six months ended 30 June 2025

ended 30 June 2025
 Management and other fees              206.8                  (4.8)                            202.0
 PRE                                    57.6                   30.5                             88.1
 Other operating income                 0.3                    -                                0.3
 Total operating income                 264.7                  25.7                             290.4
 Personnel expenses                     (99.2)                 (31.7)                           (130.9)
 Personnel expenses excluded from FRE*  (5.6)                  -                                (5.6)
 Other operating expenses               (31.9)                 (1.8)                            (33.7)
 EBITDA                                 128.0                  (7.8)                            120.2
 EBITDA margin (%)                      48.4%                  N/A                              41.4%
 FRE                                    76.0                   (38.3)                           37.7
 FRE margin (%)                         36.7%                  N/A                              18.6%
 Depreciation and amortisation          (8.6)                  (24.0)                           (32.6)
 Net finance and other (expense)        (15.7)                 (11.3)                           (27.0)
 Profit before tax                      103.7                  (43.1)                           60.6
 Tax                                    (16.5)                 -                                (16.5)
 Profit after tax                       87.2                   (43.1)                           44.1

 

 *  Other excluded personnel expenses include investment linked bonuses and
    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).

 

Underlying total operating income

 £ million                             Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
6 months)
 Underlying management and other fees  206.8             211.2                                          156.0                                                       (2.1)%                                32.6%
 PRE                                   57.6              56.9                                           24.4                                                        1.2%                                  136.1%
 Other operating income                0.3               0.6                                            0.6                                                         (50.0)%                               (50.0)%
 Underlying total operating income     264.7             268.7                                          181.0                                                       (1.5)%                                46.2%

 

On a pro forma basis, including ECP, underlying total operating income
declined by £4.0 million due to catch-up fees recognised in 2024 totalling
£30.4 million compared with catch-up fees of £5.7 million in the current
period. Excluding the impact of these catch-up fees, underlying total
operating income increased by £20.7 million, or 8.7%, driven by higher fee
paying AUM from the completed BDC V and BG II fundraises, fees from ECP VI,
which became fee paying in May 2025, and deployed capital in the credit
business, whilst PRE was marginally higher.

Underlying management and other fees of £206.8 million are attributable to
the reporting segments set out below.

 £ million                             Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025)
6 months)
 Private equity                        124.8             124.5                                          124.5                                                       0.2%                                  0.2%
 Infrastructure                        47.2              55.2                                           -                                                           (14.5)%                               N/A
 Credit                                32.9              29.9                                           29.9                                                        10.0%                                 10.0%
 Central                               1.9               1.6                                            1.6                                                         18.8%                                 18.8%
 Underlying management and other fees  206.8             211.2                                          156.0                                                       (2.1)%                                32.6%

 

Underlying management and other fees of £206.8 million include catch-up fees
totalling £5.7 million comprising amounts relating to BDC V (£0.5 million)
and BG II (£5.2 million) (30 June 2024: BE VII, £22.2 million and ECP V,
£8.2 million). Fees from new funds or deployed capital 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.

PRE of £57.6 million relates to income from the Group's co-investment in
funds and share of carried interest and has increased by £0.7 million
relative to the comparable period in 2024, including ECP on a pro forma basis.
Performance in 2025 includes the impact of successful exits and valuation
progression in BE VI, which has led to carried interest for that fund being
recognised for the first time.

 

Operating expenses

 £ million                                                                 Six months ended 30 June 2025)  Pro forma six months ended 30 June 2024 (ECP: 6 months)  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)
 Personnel expenses (excluding exceptional expenses and adjusted items)    (99.2)                          (92.2)                                                   (69.1)                                                      7.6%                                  43.6%
 Other operating expenses (excluding exceptional and adjusted items)       (31.9)                          (31.5)                                                   (25.7)                                                      1.3%                                  24.1%
 Total expenses (excluding exceptional expenses and adjusted items)        (131.1)                         (123.7)                                                  (94.8)                                                      6.0%                                  38.3%
 Excluded personnel expenses, consisting of:
 Personnel expenses - expenses excluded from FRE and other adjusted items  (8.2)                           (3.8)                                                    (3.8)                                                       115.8%                                115.8%
    Personnel expense - exceptional expenses                               (29.1)                          (1.2)                                                    (1.2)                                                       2,325.0%                              2,325.0%
 Total personnel expenses (IFRS basis)                                     (136.5)                         (97.2)                                                   (74.1)                                                      40.4%                                 84.2%
 Excluded other operating expenses, consisting of:
 Other operating expenses - exceptional expenses                           (1.6)                           (1.8)                                                    (1.8)                                                       (11.1)%                               (11.1)%
 Other operating expenses - adjusted items                                 (0.2)                           -                                                        -                                                           N/A                                   N/A
 Total other operating expenses (IFRS basis)                               (33.7)                          (33.3)                                                   (27.5)                                                      1.2%                                  22.5%
 Total expenses                                                            (170.2)                         (130.5)                                                  (101.6)                                                     30.4%                                 67.5%

 

Personnel expenses (excluding exceptional items and adjusted items) increased
by 6.0% from £123.7 million to £131.1 million, including ECP on a pro forma
basis, which reflected further investment in the team.

Personnel expenses (excluding exceptional expenses and adjusted items) as a
percentage of underlying total operating income was 37.5% for the six months
ended 30 June 2024, compared to 38.2% for the period ended 30 June 2024.
The improvement in the ratio in 2025 was primarily due to an increase in
underlying total operating income including the inclusion of ECP.

In the six months ended 30 June 2025 reported personnel costs of £136.5
million included £29.1 million of exceptional costs that primarily related to
the ECP transaction (2024: £1.2 million non-ECP related), £2.2 million of
share-based payments (2024: £3.8 million), £0.4 million of other corporate
development activities (2024: £nil) and £5.6 million of expenses that do not
form part of FRE (2024: £nil). Further details are contained within the
Supplementary Information: Alternative performance measures (APMs).

Other operating expenses (excluding exceptional expenses and adjusted items)
were £31.9 million, an increase of 1.3% from £31.5 million in the comparable
period, including ECP on a pro forma basis. Other operating expenses
(excluding exceptional expenses and adjusted items) as a percentage
of underlying total operating income (excluding catch-up fees) was 12.3% for
the six months ended 30 June 2025 compared to 13.2% for the prior comparative
period on the same basis. Exceptional other operating expenses in 2025 and
2024 within EBITDA predominantly related to costs incurred in connection with
the acquisition of ECP and other corporate activities.

 

Depreciation and amortisation expense

 £ million                                                             Six months ended  Pro forma six months ended 30 June 2024 (ECP: 6 months)  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025)
 Depreciation                                                          8.6               8.7                                                      6.8                                                         (1.1)%                                26.5%
 Amortisation of other intangibles                                     -                 0.5                                                      0.5                                                         (100.0)%                              (100.0)%
 Total depreciation and amortisation expenses (excluding amortisation  8.6               9.2                                                      7.3                                                         (6.5)%                                17.8%
 of intangibles relating to acquisitions)
 Amortisation of intangibles relating to acquisitions                  24.0              1.5                                                      1.5                                                         1,500.0%                              1,500.0%
 Total depreciation and amortisation expense                           32.6              10.7                                                     8.8                                                         204.7%                                270.5%

 

Depreciation and amortisation expense (excluding amortisation of intangibles
relating to acquisitions) decreased from £9.2 million to £8.6 million, which
included the impact of IT software costs in 2024.

Amortisation of intangibles includes the amortisation of fund customer
relationships capitalised following the acquisition of EQT Credit and ECP. It
also includes the amortisation of acquired carried interest intangible from
the ECP transaction.

Amortisation relating to acquisition related intangible assets 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                                                                    Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025)
6 months)
 Interest income on deposits                                                  1.2               4.0                                            4.0                                                         (70.0)%                               (70.0)%
 Interest expense on borrowings                                               (16.2)            (7.6)                                          (1.8)                                                       113.2%                                800.0%
 Net foreign exchange gains/(losses)                                          3.2               0.7                                            0.7                                                         357.1%                                357.1%
 Net other finance and other (expenses)/income                                (3.9)             (3.1)                                          (3.1)                                                       25.8%                                 25.8%
 Net finance and other (expense)/income, excluding exceptional and excluded   (15.7)            (6.0)                                          (0.2)                                                       161.7%                                7,750.0%
 items
 Exceptional other (expense)/income                                           (1.3)             -                                              -                                                           N/A                                   N/A
 Adjusted other (expense)/income                                              (10.0)            -                                              -                                                           N/A                                   N/A
 Net finance and other (expense)/income, including exceptional and excluded   (27.0)            (6.0)                                          (0.2)                                                       350.0%                                13,400.0%
 items

Finance and other income or expenses include interest income from cash
deposits and interest cost on borrowings, lease related expenses and finance
expenses or income on amounts payable to or receivable from related party
investors, along with non-operating foreign exchange gains and losses.

Net finance and other expenses (excluding exceptional and excluded items) were
£15.7 million, an increase of £15.5 million from the reported comparative
period, primarily due to interest cost on the Group's US private placement
debt incurred following the ECP transaction. The net finance and other
expenses for the comparative pro forma period incorporates the income and
expenses had ECP been part of the Group since 1 January 2024, however interest
on deposits and interest on borrowings have not been adjusted for an earlier
completion date.

 

Profit before tax

 £ million                                                         Six months ended  Pro forma six months ended 30 June 2024 (ECP: 6 months)  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
 Underlying profit before tax                                      103.7             129.8                                                    78.7                                                        (20.1)%                               31.8%
 Total exceptional expenses                                        (32.0)            (3.0)                                                    (3.0)                                                       966.7%                                966.7%
 Exceptional personnel expenses                                    (29.1)            (1.2)                                                    (1.2)                                                       2,325%                                2,325%
 Exceptional other operating expenses                              (1.6)             (1.8)                                                    (1.8)                                                       (11.1)%                               (11.1)%
 Exceptional net finance and other income                          (1.3)             -                                                        -                                                           N/A                                   N/A
 Total adjusted items                                              (11.1)            (26.9)                                                   (26.9)                                                      (58.7)%                               (58.7)%
 PRE adjustments                                                   25.7              (21.6)                                                   (21.6)                                                      (219.0)%                              (219.0)%
 Certain share scheme expenses                                     (2.2)             (3.8)                                                    (3.8)                                                       (42.1)%                               (42.1)%
 Other costs related to corporate development activities           (0.6)             -                                                        -                                                           N/A                                   N/A
 Finance and other expenses attributable to third party investors  (10.0)            -                                                        -                                                           N/A                                   N/A
 Amortisation of acquisition related intangible assets             (24.0)            (1.5)                                                    (1.5)                                                       1,500%                                1,500%
 Profit before tax                                                 60.6              99.9                                                     48.8                                                        (39.9)%                               24.2%
 Underlying profit before tax margin                               39.2%             48.3%                                                    43.5%                                                       (18.9)%                               (9.9)%

Underlying profit before tax was £103.7 million for the six months ended 30
June 2025, a reduction from £129.8 million for the comparative period,
including ECP on a pro forma basis, which is primarily due to the level of
catch-up fees recognised as income in 2024. The underlying profit before tax
margin was 39.2% for the period.

Profit before tax of £60.6 million for the six months ended 30 June 2025
compares with £99.9 million in the comparative period including ECP on a pro
forma basis. The reduction is due to lower underlying profit before tax and
higher ECP transaction related costs.

 

Tax

 £ million   Six months ended 30 June 2025  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. reported H1 24

                                                                                                        (%)
 Tax         (16.5)                         (5.7)                                                       189.0%

The tax charge increased from £5.7 million for the six months ended 30 June
2024 to £16.5 million for the six months ended 30 June 2025.

The underlying effective tax rate of 15.9% for the Group compares to 7.2%,
excluding ECP's impact, for the six months ended 30 June 2024. This is due to
an increase in deferred tax liabilities on management fee income and
non-recognition of deferred tax on US tax losses. As previously guided, the
effective tax rate on underlying profits is expected to be around 15%,
although there will be some volatility year-to-year depending on the nature
and timing of the taxable income.

Profit after tax

 £ million         Six months ended  Six months ended  Change

30 June 2025
30 June 2024

                                                       (%)
 Profit after tax  44.1              43.1              2.3%

Profit after tax increased by 2.3% from £43.1 million in 2024 to £44.1
million in 2025.

Earnings per share and dividend per share

 £ pence                                Six months ended  Pro forma six months ended 30 June 2024 (ECP:  Reported six months ended 30 June 2024 (ECP: not included)  Change H1 25 vs. pro forma H1 24 (%)  Change H1 25 vs. reported H1 24 (%)

30 June 2025
6 months)
 Basic earnings per share               4.4               8.1                                            5.4                                                         (45.7)%                               (18.5)%
 Diluted earnings per share             4.3               8.1                                            5.4                                                         (46.9)%                               (20.4)%
 Underlying basic earnings per share    10.6              11.0                                           9.2                                                         (3.6)%                                15.2%
 Underlying diluted earnings per share  10.4              11.0                                           9.2                                                         (5.5)%                                13.0%
 Interim dividend per share             4.7               4.6                                            4.6                                                         2.2%                                  2.2%

Underlying basic earnings per share and underlying diluted earnings per share,
compared to the comparative period including ECP, reduced by 0.4 pence and 0.6
pence per share, primarily due to the value of catch-up fee received in 2024
and higher shares in issue in the first half of 2025. Underlying diluted
earnings per share includes the dilutive impact of shares that will be issued
to the ECP employees. Further details are included in note 8 of the condensed
consolidated interim financial statements.

For the year ended 31 December 2024, the directors proposed a final dividend
of 4.6 pence per share. The cost of this dividend was £45.3 million,
including a related distribution to the sellers of ECP. The directors have
announced an interim dividend of 4.7 pence per share in respect of the first
half of 2025, to be paid in October 2025. The cost is estimated to be £38.8
million, plus dividend equivalents paid to non-controlling interests estimated
to be £7.6 million. The actual cost will depend upon the number of shares in
issue when the dividend is paid.

 

Consolidated balance sheet

 Summarised consolidated statement of financial position (IFRS basis)  As at 30 June 2025  As at 31 December 2024  Change (%)

 £ million
 Assets
 Non-current assets                                                    1,695.1             1,791.0                 (5.4)%
 Current assets                                                        2,908.4             2,303.9                 26.2%
 Total Assets                                                          4,603.5             4,094.9                 12.4%
 Liabilities
 Non-current liabilities                                               3,011.2             2,495.6                 20.7%
 Current liabilities                                                   426.7               408.1                   4.6%
 Total Liabilities                                                     3,437.9             2,903.7                 18.4%
 Net Assets                                                            1,165.6             1,191.2                 (2.1)%
 Equity
 Share capital and premium                                             375.2               375.2                   -
 Other reserves                                                        20.4                51.2                    (60.1)%
 Retained earnings                                                     560.4               557.1                   0.6%
 Non-controlling interests                                             209.6               207.8                   0.9%
 Total Equity                                                          1,165.6             1,191.2                 (2.1)%

Net assets principally comprise cash and investments in money market funds,
the fair value of investments and carried interest receivables from funds and
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 decreased by 5.4% to £1,695.1 million, primarily due to
the revaluation of intangible assets (including goodwill) denominated in USD
at the prevailing exchange rate and lower fund investments following
distributions and the syndication of warehoused holdings in funds to third
party investors. Current assets increased by 26.2% to £2,908.4 million,
mainly driven by additional investments in CLOs.

The Group has £729.1 million of investments in funds (2024: £765.6 million),
including £187.7 million (2024: £143.4 million) of investments held through
structured vehicles by third party investors which are consolidated by the
Group and included as non-current assets. Excluding third party investors'
interest, the Group holds an interest in private equity funds of £430.0
million (£470.8 million), credit funds of £141.8 million (2024: £142.0
million) and infrastructure funds of £118.9 million (2024: £127.1 million).
The Group also has a carried interest receivable, which is held at a discount
under IFRS, of £130.6 million (2024: £113.3 million).

At 30 June 2025, the Group had cash of £103.5 million (including amounts in
money market funds, but excluding cash belonging to the consolidated CLOs).

Total liabilities increased by 18.4% to £3,437.9 million. Non-current
liabilities increased by 20.7% to £3,011.2 million, primarily
due to an increased level of liabilities owed by consolidated CLOs. Current
liabilities increased by 4.6% to £426.7 million. Excluding the impact of
consolidated CLOs and third-party investors total liabilities decreased by
2.2%.

The change in total equity reflects the profit for the six months ended 30
June 2025, offset by dividends paid and the cost of share buyback programme
and a decrease in other reserves due to foreign exchange movements. This
resulted in total equity of £1,165.6 million at 30 June 2025.

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 30 June 2025 was £112.1 million
(2024 restated: £90.2 million), excluding the investments attributable to
non-controlling interests of £52.3 million (2024: £42.1 million).

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 30 June   As at              Change
 third party investments, CLO assets and liabilities)*
2025
31 December 2024

                                                                                                                (%)
 £ million
 Assets
 Non-current assets                                                            1,656.7         1,765.3            (6.2)%
 Current assets                                                                303.8           256.7              18.4%
 Total Assets                                                                  1,960.5         2,022.0            (3.0)%
 Liabilities
 Non-current liabilities                                                       641.2           688.8              (6.9)%
 Current liabilities                                                           203.5           174.8              16.4%
 Total Liabilities                                                             844.7           863.6              (2.2)%
 Net Assets                                                                    1,115.8         1,158.4            (3.7)%
 Equity
 Share capital and premium                                                     375.2           375.2              -
 Other reserves                                                                20.4            51.1               (60.1)%
 Retained earnings                                                             551.0           557.1              (1.1)%
 Non-controlling interests                                                     169.2           175.0              (3.3)%
 Total Equity                                                                  1,115.8         1,158.4            (3.7)%

 

 *  A full non-statutory consolidated statement of financial position excluding
    third-party investments, CLO assets and liabilities (unaudited) is included in
    Supplementary Information: Condensed consolidated statement of financial
    position, excluding interests of third-party CLOs and other investors.

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 30 June   As at              Change

2025
31 December 2024

                                                                                        (%)
 Borrowings                                          (443.9)         (485.3)            (8.5)%
 Cash and cash equivalents (excluding CLO cash)      103.5           90.8               (14.0)%
 Net (debt)/ cash (excluding consolidated CLO cash)  (340.4)         (394.5)            (13.7)%

At 30 June 2025, the Group had net debt of £340.4 million (2024: net debt of
£394.5 million). This relates to the $430.0 million (2024: $430.0 million) of
US private placement notes the Group issued during 2024 following the ECP
transaction. It also includes the $184.0 million (2024: $184.0 million) of ECP
private placement notes. The notes are structured in four tranches with
maturities of 3, 5, 7 and 10 years and have an average coupon of 6.16 per
cent. Additionally, the Group has a £250.0 million undrawn revolving credit
facility (2024: £250.0 million undrawn).

 

Consolidated cash flows

 Summarised consolidated cash flow statement (IFRS basis)                      Six months ended  Six months ended  Change

30 June 2025
30 June 2024

 £ million                                                                                                         (%)
 Net cash flows from operating activities                                      17.9              8.5               110.6%
 Net cash flows from investing activities                                      (357.5)           (319.2)           12.0%
 Net cash flows from financing activities                                      364.2             208.0             75.1%
 Net (decrease)/ increase in cash and cash equivalents                         24.6              (102.7)           (124.0)%
 Total cash and cash equivalents at beginning of the period                    159.8             314.8             (49.2)%
 Effect of exchange rate changes                                               2.7               (0.6)             (550.5)%
 Total cash and cash equivalents at the end of the period                      187.1             211.5             (11.5)%
 of which: cash and cash equivalents at the end of the period (for use within  103.5             123.9             (16.5)%
 the Group)
 of which: CLO cash (restricted for use within relevant CLO)                   83.6              87.6              (4.6)%
 Total cash at the end of the period                                           187.1             211.5             (11.5)%

The increase of £9.4 million in the net cash flows from operating activities
compared to the six-month period ended 30 June 2024 included the impact of
ECP. Excluding the impact of consolidated CLOs, cash generated from operations
for the six-month period ended 30 June 2025 was £30.0 million.

Net cash inflows from investing activities, excluding the impact of
consolidated CLOs, include an inflow from distributions in fund investments
and syndication of holdings to third party investors, offset by outflows for
the launch of and warehousing of CLO VIII and CLO IX respectively, as well as
outflows including for investments into funds and for carried interest
acquired from a third party relating to future ECP funds.

Net cash outflows from financing activities for the six-month period ending 30
June 2025, excluding consolidated CLOs, include outflows to shareholders and
non-controlling interests for dividend and distribution payments as well as
payments to acquire shares as part of the share buyback programme. Further
outflows of cash for interest payments on the USPP borrowings contributed to
the net cash outflow.

In addition to £103.5 million of its own cash at 30 June 2025, the Group had
£83.6 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.

 Summarised consolidated cash flow statement (excluding cash flows relating to   Six months ended  Six months ended  Change
 third-party CLOs and other investors, non-statutory)*
30 June 2025
30 June 2024

                                                                                                                   (%)
 £ million
 Net cash flows from operating activities (excluding third-party CLOs and other      30.0          5.5               445.5%
 investors)
 Net cash flows from investing activities (excluding third-party CLOs and other  19.0              (76.0)            (125.0)%
 investors)
 Net cash flows from financing activities (excluding third-party CLOs and other  (36.4)            (45.5)            (20.0)%
 investors)
 Net (decrease)/ increase in cash and cash equivalents (excluding third-party    12.6              (116.0)           (110.9)%
 CLOs and other investors)
 Cash and cash equivalents at beginning of the period (excluding consolidated    90.8              238.8             (62.0)%
 third-party CLOs and other investors)
 Effect of exchange rate changes on cash and cash equivalents (excluding         0.1               1.1               (90.9)%
 consolidated third-party CLOs and other investors)
 Net cash at the end of the period (excluding third-party CLOs and other         103.5             123.9             (16.5)%
 investors)

 

 *  A full non-statutory consolidated cash flow statement excluding cash flows
    relating to third-party CLOs and investors (unaudited) is included in
    Supplementary Information: Condensed consolidated cash flow statement,
    excluding cash flows relating to third-party investor CLOs and other
    investors.

Required disclosures

Principal risks

The Group believes that risk management is a fundamental part of robust
corporate governance and our ongoing success.

Details of the Group's approach to risk management and its key risks are set
out within pages 57 to 62 of the 2024 Annual Report, which is available in the
shareholder section of the Bridgepoint Group plc website: bridgepointgroup.com

The key risk areas within the 2024 Annual Report were fundraising challenges,
law and regulation, changes in macroeconomic environment, fund
underperformance, decreased pace or size of investments made by Group funds,
personnel and key people, information technology and cyber security, and
third-party service providers. The directors do not consider there to have
been any material changes to the key risks since the 2024 Annual Report was
published.

The key risks and uncertainties to which the Group will be exposed in the
second half of 2025 are expected to be substantially the same as those
described in the 2024 Annual Report.

Directors

The directors of Bridgepoint Group plc at 18 July 2025 are:

 -  Angeles Garcia-Poveda
 -  Archie Norman
 -  Carolyn McCall
 -  Cyrus Taraporevala
 -  John Dionne (from 1 July 2025)
 -  Michelle Scrimgeour (from 1 July 2025)
 -  Raoul Hughes
 -  Ruth Prior
 -  Tim Score

Statement of directors' responsibilities

The directors confirm that, to the best of their knowledge, the interim
condensed consolidated financial statements have been prepared in accordance
with UK-adopted International Accounting Standard 34 "Interim Financial
Reporting" and that the interim report herein includes a fair review of the
information required by Financial Conduct Authority's Disclosure Guidance and
Transparency Rule 4.2.7 and 4.2.8, namely:

 -  an indication of important events that have occurred during the first six
    months of the financial year and their impact on the interim condensed
    consolidated financial statements, and a description of the principal risks
    and uncertainties for the remaining six months of the financial year; and
 -  material related party transactions that have taken place in the first six
    months of the current financial year and any material changes in the related
    party transactions described in the last Annual Report.

On behalf of the Board

 

Ruth Prior

Group Chief Financial Officer

18 July 2025

Independent review report to Bridgepoint Group plc

Conclusion

We have been engaged by Bridgepoint Group plc (the "Company") to review the
financial information for the six months ended 30 June 2025 which comprises
the Condensed Consolidated Statement of Profit or Loss, the Condensed
Consolidated Statement of Comprehensive Income, the Condensed Consolidated
Statement of Financial Position, the Condensed Consolidated Statement of
Changes in Equity, the Condensed Consolidated Statement of Cash Flows and
related notes (the "Interim financial information").

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the interim report
for the six months ended 30 June 2025 is not prepared, in all material
respects, in accordance with UK-adopted International Accounting Standard 34
and the Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 (Revised), "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued for use in the
United Kingdom. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.

As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with UK-adopted IFRSs. The condensed set of financial
statements included in this interim report has been prepared in accordance
with UK adopted International Accounting Standard 34, "Interim Financial
Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410 (Revised), however future events or conditions may cause the
entity to cease to continue as a going concern.

Responsibilities of directors

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with UK-adopted
International Accounting Standard 34 and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority, which
requires that the interim report must be prepared and presented in a form
consistent with that which will be adopted in the Company's annual accounts
having regard to the accounting standards applicable to such annual accounts.

In preparing the interim report, the directors are responsible for assessing
the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of the financial information

In reviewing the interim report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
interim report. Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of this report.

Use of the review report

This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK) 2410 issued by the Financial Reporting
Council and our Engagement Letter dated 10 July 2025. Our work has been
undertaken so that we might state to the Company those matters we are required
to state to it in an independent review report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company, for our review work, for this report, or for
the conclusions we have formed.

Forvis Mazars LLP

Chartered Accountants

30 Old Bailey, London, EC4M 7AU

18 July 2025

Notes:

 

 1  The maintenance and integrity of the Bridgepoint Group plc website is the
    responsibility of the directors; the work carried out by us does not involve
    consideration of these matters and, accordingly, we accept no responsibility
    for any changes that may have occurred to the interim report since it was
    initially presented on the website.

 2  Legislation in the United Kingdom governing the preparation and dissemination
    of financial information may differ from legislation in other jurisdictions.

 

Condensed Consolidated Statement of Profit or Loss

for the six months ended 30 June

                                          Note  2025     2024

£ m
£ m
 Management and other fees                      202.0    153.0
 Carried interest                               23.8     16.9
 Fair value remeasurement of investments        64.3     (11.1)
 Other operating income                         0.3      0.6
 Total operating income                         290.4    159.4
 Personnel expenses                       3     (136.5)  (74.1)
 Other operating expenses                 3     (33.7)   (27.5)
 EBITDA*                                        120.2    57.8
 Depreciation and amortisation expense    5     (32.6)   (8.8)
 Finance and other income                 6     3.5      5.8
 Finance and other expenses               6     (30.5)   (6.0)
 Profit before tax*                             60.6     48.8
 Tax                                      7     (16.5)   (5.7)
 Profit after tax                               44.1     43.1

 Attributable to:
 Equity holders of the parent                   36.1     43.1
 Non-controlling interests                      8.0      -
                                                44.1     43.1

                                                Pence    Pence
 Basic earnings per share                 8     4.4      5.4
 Diluted earnings per share               8     4.3      5.4

 

 *  Exceptional expenses of £30.7m (2024: £3.0m) are included in EBITDA. Profit
    before tax includes exceptional expenses of £32.0m (2024: £3.0m) and nil
    exceptional income (2024: nil). Details of exceptional items are included in
    note 4 of the condensed financial statements. An Underlying Condensed
    Consolidated Statement of Profit or Loss is presented in Supplementary
    Information: Underlying condensed consolidated statement of profit or loss,
    excluding profit and loss of third-party CLOs and other investors.

The notes to the accounts form an integral part of these interim financial
statements.

 

Condensed Consolidated Statement of Comprehensive Income

for the six months ended 30 June

                                                                       Note  2025    2024

£ m
£ m
 Profit after tax                                                            44.1    43.1
 Items that may be reclassified to the statement of profit or loss in
 subsequent periods:
 Exchange differences on translation of foreign operations                   (47.6)  (6.6)
 Change in the fair value of hedging instruments                             (8.0)   10.0
 Change in the time value of foreign exchange options                        -       (3.9)
 Reclassifications to the Consolidated Statement of Profit or Loss           (3.9)   0.1
 Total tax on components of other comprehensive income                       2.8     (2.3)
 Other comprehensive income/(loss) net of tax                                (56.7)  (2.7)
 Total comprehensive income net of tax                                       (12.6)  40.4

 Total comprehensive income attributable to:
 Equity holders of the parent                                                (12.4)  40.4
 Non-controlling interests                                                   (0.2)   -

The notes to the accounts form an integral part of these interim financial
statements.

 

Condensed Consolidated Statement of Financial Position

                                                  Note    30 June 2025  31 December 2024

£ m
£ m
 Assets
 Non-current assets
 Property, plant and equipment                            82.2          88.3
 Goodwill and intangible assets                   12      730.7         789.9
 Carried interest receivable                      9       130.6         113.3
 Fair value of fund investments                   10 (a)  729.1         765.6
 Trade and other receivables                      10 (a)  22.5          33.9
 Total non-current assets                                 1,695.1       1,791.0
 Current assets
 Consolidated CLO assets*                         10 (a)  2,518.7       1,978.2
 Trade and other receivables                      10 (a)  181.2         139.5
 Derivative financial assets                      10 (a)  8.8           26.4
 Other investments                                10 (a)  12.6          -
 Cash and cash equivalents                        10 (a)  103.5         90.8
 Consolidated CLO cash*                           10 (a)  83.6          69.0
 Total current assets                                     2,908.4       2,303.9
 Total assets                                             4,603.5       4,094.9
 Liabilities
 Non-current liabilities
 Trade and other payables                         10 (b)  28.5          35.6
 Other financial liabilities                      10 (b)  185.6         159.4
 Fair value of consolidated CLO liabilities*      10 (b)  2,229.8       1,696.2
 Borrowings                                       10 (b)  443.9         485.3
 Lease liabilities                                10 (b)  68.3          74.4
 Deferred tax liabilities                                 55.1          44.7
 Total non-current liabilities                            3,011.2       2,495.6
 Current liabilities
 Trade and other payables                         10 (b)  152.2         157.1
 Lease liabilities                                10 (b)  13.8          13.5
 Derivative financial liabilities                 10 (b)  37.5          4.2
 Consolidated CLO liabilities*                    10 (b)  16.7          20.6
 Consolidated CLO purchases awaiting settlement*  10 (b)  206.5         212.7
 Total current liabilities                                426.7         408.1
 Total liabilities                                        3,437.9       2,903.7
 Net assets                                               1,165.6       1,191.2
 Equity
 Share capital                                    14 (a)  0.1           0.1
 Share premium                                            375.1         375.1
 Other reserves                                   14 (c)  20.4          51.1
 Retained earnings                                        560.4         557.1
 Equity attributable to owners of the parent              956.0         983.4
 Non-controlling interests                        14 (d)  209.6         207.8

 Total equity                                             1,165.6       1,191.2

 

 *  Details of the Group's interest in consolidated CLOs are included in note 10.
    The Group's holding in the consolidated CLOs is £149.3m at 30 June 2025 (31
    December 2024: £117.7m). The Group's investments in CLOs which are not
    consolidated is £15.1m (2024: £14.6m) and is included within fair value of
    fund investments. In total the Group's holdings in CLOs are £112.1m (2024:
    £90.2m), excluding the interests of non-controlling interests. An underlying
    condensed Consolidated Statement of Financial Position, excluding the
    interests of third-party CLOs and other investors, is presented on
    Supplementary Information section.

The notes to the accounts form an integral part of these interim financial
statements.

 

Condensed Consolidated Statement of Changes in Equity

for the six months ended 30 June

                                              Note    Share     Share     Other      Retained earnings  Total equity attributable to owners of the parent  Non-controlling interests  Total equity

capital
premium
reserves
£ m
£ m
£ m
£ m

£ m
£ m
£ m
 At 1 January 2025                                    0.1       375.1     51.1       557.1              983.4                                              207.8                      1,191.2
 Profit for the period                                -         -         -          36.1               36.1                                               8.0                        44.1
 Other comprehensive income                           -         -         (50.9)     2.4                (48.5)                                             (8.2)                      (56.7)
 Total comprehensive income                           -         -         (50.9)     38.5               (12.4)                                             (0.2)                      (12.6)
 Share-based payment                          3       -         -         24.2       -                  24.2                                               4.3                        28.5
 Vested share-based payments                  14 (c)  -         -         (4.0)      4.0                -                                                  -                          -
 Transactions with non-controlling interests  14 (c)  -         -         -          -                  -                                                  5.1                        5.1
 Share buyback                                14 (c)  -         -         -          (1.3)              (1.3)                                              -                          (1.3)
 Dividends and dividend equivalents           11      -         -         -          (37.9)             (37.9)                                             (7.4)                      (45.3)
 At 30 June 2025                                      0.1       375.1     20.4       560.4              956.0                                              209.6                      1,165.6

 

                                        Note    Share     Share     Other      Retained earnings  Total

capital
premium
reserves
£ m
equity

£ m
£ m
£ m
£ m
 At 1 January 2024                              0.1       289.8     12.6       418.7              721.2
 Profit for the period                          -         -         -          43.1               43.1
 Other comprehensive loss                       -         -         (0.4)      (2.3)              (2.7)
 Total comprehensive (loss)/income              -         -         (0.4)      40.8               40.4
 Share-based payment                    3       -         -         (3.2)      3.2                -
 Vested share-based payments            14 (c)  -         -         3.6        -                  3.6
 Share buyback                          14 (c)  -         -         -          (7.2)              (7.2)
 Dividends                              11      -         -         -          (35.0)             (35.0)
 At 30 June 2024                                0.1       289.8     12.6       420.5              723.0

The notes to the accounts form an integral part of these interim financial
statements.

 

Condensed Consolidated Statement of Cash Flows

for the six months ended 30 June

                                                                             Note    2025     2024

£ m
£ m
 Cash flows from operating activities
 Cash generated from operations                                              13      18.8     9.9
 Tax paid                                                                            (0.9)    (1.4)
 Net cash inflow from operating activities                                           17.9     8.5
 Cash flows from investing activities
 Receipts from investments (non-CLO)                                                 96.9     19.0
 Purchase of investments (non-CLO)                                                   (28.4)   (101.8)
 Receipt / (Purchase) of other investments (non-CLO)                                 (12.6)   7.5
 Interest received (non-CLO)                                                         1.2      3.2
 Receipts from investments (consolidated CLOs)                                       329.9    300.9
 Purchase of investments (consolidated CLOs)                                         (717.8)  (546.8)
 Payments for property, plant and equipment and intangible assets                    (26.7)   (1.2)
 Net cash outflow from investing activities                                          (357.5)  (319.2)
 Cash flows from financing activities
 Dividends and dividend equivalents paid to shareholders of the Company and  11      (45.3)   (35.0)
 non-controlling interests
 Share buyback                                                               14 (c)  (1.3)    (7.2)
 Proceeds from repurchase agreements and NCI                                         30.1     8.9
 Distributions to related party investors                                             (5.2)   -
 Principal elements of lease payments                                                (6.5)    (6.1)
 Drawn funding (consolidated CLOs)                                                   118.2    202.1
 Repayment of CLO borrowings (consolidated CLOs)                                     (744.3)  (284.8)
 Cash from or (paid to) CLO investors (consolidated CLOs)                            1,026.7  336.2
 Interest paid (non-CLO)                                                             (8.2)    (6.1)
 Net cash inflow or (outflow) from financing activities                              364.2    208.0
 Net increase or (decrease) in cash and cash equivalents                             24.6     (102.7)
 Total cash and cash equivalents at the beginning of the period                      159.8    314.8
 Effect of exchange rate changes on cash and cash equivalents                        2.7      (0.6)
 Total cash and cash equivalents at the end of the period                            187.1    211.5
 Cash and cash equivalents (for use within the Group)                        10 (a)  103.5    123.9
 Consolidated CLO cash (restricted for use within relevant CLO)              10 (a)  83.6     87.6
 Total cash and cash equivalents at the end of period                                187.1    211.5

 

 *  The Condensed Consolidated Statement of Cash Flows includes the cash flows of
    consolidated CLOs. A Condensed Consolidated Statement of Cash Flows excluding
    the impact of third-party CLOs and other investors is included in
    Supplementary Information section.

The notes to the accounts form an integral part of these interim financial
statements.

 

Notes to the condensed consolidated interim 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 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 condensed consolidated interim financial statements ("interim financial
statements") for the six months ended 30 June 2025 have been prepared in
accordance with UK-adopted IAS 34 "Interim Financial Reporting" and the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.

The interim financial statements should be read in conjunction with the
Company's annual report for the year ended 31 December 2024 including the
statutory accounts for the year to 31 December 2024 (the "2024 financial
statements"). The Group's accounting policies, areas of significant judgement
and the key sources of estimation uncertainty are consistent with those
applied to the 2024 financial statements.

The financial information contained within the interim financial statements
does not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The 2024 financial statements have been reported on by
Forvis Mazars LLP and delivered to the Registrar of Companies. The report of
the auditors was: (i) unqualified; (ii) did not include a reference to any
matters which the auditors drew attention by way of emphasis without
qualifying their report; and (iii) did not contain a statement under section
498 (2) or (3) of the Companies Act 2006. Financial information in respect of
the six months ended 30 June 2025 and comparative financial information dated
30 June 2024 has not been audited, while comparative financial information
dated 31 December 2024 has been audited as part of the 2024 financial
statements unless noted.

The consolidated financial statements of Bridgepoint Group plc and entities
controlled by the Company for the year ended 31 December 2024 were prepared in
accordance with UK-adopted International Accounting Standards ("IAS") and the
legal requirements of the Companies Act 2006 and have been prepared under the
historical cost convention, except for financial instruments measured at
fair value. These financial statements are available on the Group's website:
www.bridgepointgroup.com

The 2025 financial statements will be prepared in a consistent manner.

Future accounting developments

The Group has not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective. The impact of these standards or
interpretations on the Group's financial statements is currently being
considered but is unlikely to be material.

Related party transactions

All related party transactions that took place in the six months ended 30 June
2025 are consistent in nature with the disclosures in note 27 to the 2024
financial statements. There have been no material changes to the nature or
size of related party transactions since 31 December 2024.

 

2 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 each segment and assess their performance.

The Executive Directors are considered to be the chief operating decision
makers 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. The infrastructure segment was added to the
Group post the ECP transaction in August 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, legal, 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 or expenses, exceptional items, certain share scheme expenses,
and PRE adjustments excluded from underlying EBITDA are not allocated to
operating segments and are included in the Group total. Further details of the
adjustments are set out in Supplementary Information section.

 Six months ended 30 June 2025                                              Private Equity  Credit  Infrastructure  Central  Total Core  Total Other  Total Group

£ m
£ m
£ m
£ m
£ m
£ m
£ m
 Underlying management and other fees*                                      124.8           32.9    47.2            1.9      206.8       -            206.8
 Carried interest                                                           19.0            -       4.8             -        23.8        -            23.8
 Fair value remeasurement of investments (excluding PRE adjustments*)       20.1            5.9     7.8             -        33.8        -            33.8
 Other operating income                                                     -               -       0.1             -        0.1         0.2          0.3
 Underlying total operating income*                                         163.9           38.8    59.9            1.9      264.5       0.2          264.7
 Personnel expenses                                                         (35.8)          (13.5)  (24.7)          (30.3)   (104.3)     (0.5)        (104.8)
 Other operating expenses                                                   (9.4)           (4.6)   (6.1)           (11.5)   (31.6)      (0.3)        (31.9)
 Underlying EBITDA* (excluding exceptional and adjusted expenses)           118.7           20.7    29.1            (39.9)   128.6       (0.6)        128.0
 Exceptional expenses                                                                                                                                 (30.7)
 Certain excluded share-based payment expenses and costs relating to other                                                                            (2.8)
 internal corporate activities
 PRE adjustments*                                                                                                                                     25.7
 EBITDA                                                                                                                                               120.2
 Depreciation and amortisation                                                                                                                        (32.6)
 Net finance and other income and expenses                                                                                                            (27.0)
 Profit before tax                                                                                                                                    60.6

 

 Six months ended 30 June 2024                                                Private equity  Private credit  Central  Total Core  Total Other  Total Group

£ m
£ m
£ m
£ m
£ m
£ m
 Underlying management and other fees*                                        124.5           29.9            1.6      156.0       -            156.0
 Carried interest                                                             16.9            -               -        16.9        -            16.9
 Fair value remeasurement of investments (excluding PRE adjustments*)         (1.0)           8.5             -        7.5         -            7.5
 Other operating income                                                       0.1             -               0.1      0.2         0.4          0.6
 Underlying total operating income*                                           140.5           38.4            1.7      180.6       0.4          181.0
 Personnel expenses                                                           (34.7)          (11.8)          (22.2)   (68.7)      (0.4)        (69.1)
 Other operating expenses                                                     (11.8)          (3.6)           (10.3)   (25.7)      -            (25.7)
 Underlying EBITDA* (excluding exceptional expenses and certain share scheme  94.0            23.0            (30.8)   86.2        -            86.2
 expenses)
 Exceptional expenses                                                                                                                           (3.0)
 Certain excluded share scheme expenses                                                                                                         (3.8)
 PRE adjustments*                                                                                                                               (21.6)
 EBITDA                                                                                                                                         57.8
 Depreciation and amortisation                                                                                                                  (8.8)
 Net finance and other income                                                                                                                   (0.2)
 Profit before tax                                                                                                                              48.8

 

 *  These are not defined or recognised under IFRS but are used by the Executive
    Directors and management to analyse the business and financial performance.
    Supplementary Information 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:

 Six months ended 30 June 2025  £ m
 UK                             186.6
 USA                            59.9
 EU countries                   43.9
 Total operating income         290.4

No single fund investor constitutes more than 10% of assets under management.

Assets and liabilities analysis

The Group's Condensed 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
investments attributable to third party investors) and infrastructure.

                                                                                30 June 2025  31 December 2024

£ m
£ m
 Investments:
 Private equity (investments in funds, excluding those attributable to third    430.0         470.8
 party investors)
 Private equity (investments in funds attributable to third party investors)    135.4         110.6
 Credit (investments in funds, including CLOs, excluding those attributable to  141.8         142.0
 third party investors)
 Credit (CLO assets attributable to third party investors)                      2,421.7       1,893.3
 Credit (other investments)                                                     12.6          -
 Infrastructure (investments in funds)                                          118.9         127.1
 Total investments                                                              3,260.4       2,743.8
 Carried interest receivable:
 Private equity                                                                 67.1          49.0
 Credit                                                                         2.6           2.5
 Infrastructure                                                                 60.9          61.8
 Total carried interest receivable                                              130.6         113.3

 

3 Operating expenses

Operating expenses include:

 Six months ended 30 June  2025   2024

£ m
£ m
 Wages and bonuses         85.8   53.7
 Social security           10.7   10.6
 Pensions                  3.5    1.2
 Share-based payments      29.0   4.1
 Other employee expenses   7.5    4.5
 Total personnel expenses  136.5  74.1
 Other operating expenses  33.7   27.5
 Total expenses            170.2  101.6

Total personnel expenses include £29.1m (2024: £1.2m) of exceptional
expenses and accordingly are excluded from the calculation of underlying
profitability measures. See note 4 for further details.

a) Share-based payments

The total charge to the Condensed Consolidated Statement of Profit or Loss for
the period was £29.0m (2024: £4.1m) 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. £28.6m (2024: £3.8m) of the share
scheme expenses are excluded from underlying metrics for the reasons explained
in the underlying EBITDA definition in Supplementary Information: Alternative
performance measures (APMs).

b) Other employee expenses

Other employee expenses include insurance, healthcare, training and
recruitment costs and certain incentive schemes.

Management incentive scheme

In April 2021 a subsidiary company 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" as it is not linked to the value of the equity of a subsidiary
company or equity instruments of other Group members but is based on the
revenue generated by major funds managed by the Group.

As at 30 June 2025, a £0.5m expense (2024: £1.2m) and corresponding
liability of £14.4m (2024: £13.4m) have been included in other employee
expenses and excluded from underlying measures as it is considered as an
exceptional item.

ECP employee retention bonus

In January 2023 ECP granted certain employees retention bonuses which vest
over a 3-year period from 2024 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.

For the six months ended 30 June 2025, an expense of £2.2m is recognised in
the Condensed Consolidated Statement of Profit or Loss. As such costs are
non-recurring and are material by size, they are considered to be exceptional
items and so are excluded from underlying performance metrics.

c) Other operating expenses

Other operating expenses include expenditure on IT, travel and legal and
professional fees.

For the six months period ended 30 June 2025, exceptional expenses of £1.6m
(2024: £1.8m) are included in the Group's other operating expenses. Further
details are provided in note 4 (b).

 

4 Exceptional items

Exceptional items are items of income and expenses that are material by
size/or nature and are not considered to be incurred in the normal course of
business and without separate disclosure could distort an understanding of the
financial statements. Accordingly, exceptional items are excluded from the
calculation of underlying profitability measures.

Exceptional items in the period ended 30 June 2025 principally relate to costs
incurred in relation to the acquisition of ECP and the costs associated with
the EQT Credit acquisition.

 Six months ended 30 June                  2025   2024

£ m
£ m
 Personnel expenses                        29.1   1.2
 Other operating expenses                  1.6    1.8
 Total exceptional expenses within EBITDA  30.7   3.0
 Finance and other expenses                1.3    -
 Total exceptional expenses                32.0   3.0

 

a) Exceptional personnel expenses

For the six months ended 30 June 2025, exceptional personnel expenses
primarily relate to £26.4m (2024: nil) of one-off incentive award share-based
payment expenses related to the acquisition of ECP. 2025 exceptional personnel
expenses include £2.2m (2024: nil) of one-off retention bonuses relating to
the ECP transaction.

The amounts also include £0.5m (2024: £1.2m) deferred transaction related
incentive awards from the acquisition of EQT Credit in 2020. Specific payments
payable to employees in relation to the EQT acquisition are exceptional as
such awards were only granted once. Further detail is set out in note 3 (b).

b) Exceptional other operating expenses

For the six months ended 30 June 2025 and 30 June 2024, exceptional other
operating expenses include costs incurred in relation to the acquisition of
ECP and other one-off corporate development activities. Costs include
post-transaction integration costs and other professional service fees in
respect of the transactions.

Such costs would not have been incurred had no transaction taken place and
therefore have been classified as exceptional.

 

5 Depreciation and amortisation

The following table summarises the depreciation and amortisation charge during
the period.

 Six months ended 30 June                       2025   2024

£ m
£ m
 Depreciation on property, plant and equipment  8.6    6.8
 Amortisation of intangible assets              24.0   2.0
 Total depreciation and amortisation expense    32.6   8.8

The amortisation charge of £24.0m includes an expense in relation to the
amortisation of customer relationship intangible assets arising from the EQT
Credit and ECP transactions and acquired carried interest intangible assets
arising from the ECP transaction.

The amortisation charge of customer relationship and carried interest
intangible assets which totalled £24.0m (2024: £1.5m) is excluded from the
calculation of underlying profitability measures in order to distinguish from
underlying performance.

 

6 Net finance and other income or expenses

 Six months ended 30 June                                                       2025    2024

£ m
£ m
 Interest income                                                                1.2     4.0
 Finance income on subleases                                                    0.4     0.4
 Net foreign exchange gains                                                     1.9     0.7
 Finance income on amounts receivable from related party investors              -       0.7
 Other income                                                                   -       -
 Total finance and other income                                                 3.5     5.8
 Interest expense on bank overdrafts and borrowings                             (16.2)  (1.8)
 Interest expense on lease liabilities                                          (1.9)   (1.7)
 Net foreign exchange losses                                                    -       -
 Finance expense on amounts payable to third party and related party investors  (10.4)  -
 Other expenses                                                                 (2.0)   (2.5)
 Total finance and other expenses                                               (30.5)  (6.0)
 Net finance and other (expenses)/income                                        (27.0)  (0.2)

 

a) Interest expense on bank overdrafts and borrowings

For the six months ended 30 June 2025 the interest expense on borrowings
relates to the interest charged on the US private placement debt issued by the
Group in 2024.

b) Finance income and expenses on amounts receivable from or payable to third
party and related party investors

Finance income and expenses represent amounts due from or to external parties
in structured entities that are consolidated by the Group under IFRS 10
"Consolidated Financial Statements". 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 applicable limited partnership
agreement. Due to the nature of this arrangement, 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.

In the six months ended 30 June 2025, £10.4m finance expense is recognised
within the profit and loss account (2024: finance income of £0.7m) as a
result of the fair value movement. Further details of the financial liability
are included in note 10 (b).

c) Other expenses

In the six month ended 30 June 2025 and 30 June 2024, other expenses of £2.0m
include £1.2m of fees payable to remeasurement of deferred consideration and
£0.8m from the amortisation of borrowing facility fees for revolving credit
facilities which are being amortised over a straight-line basis.

 

7 Tax expense

Analysis of tax expense reported in the income statement:

 Six months ended 30 June          2025   2024

£ m
£ m
 Current tax                       3.5    1.3
 Deferred tax                      13.0   4.4
 Total tax expense for the period  16.5   5.7

 

The tax expense for the six-month period ended 30 June 2025 is calculated
based on a forecast annual effective tax rate which is applied to profit
before tax for the half year. Where material and practical, a separate
estimated average annual effective tax rate is determined for each taxing
jurisdiction and applied individually to the interim period profit before tax
of each jurisdiction.

 

8 Earnings per share

The following table reflects the income and share data used in the basic and
diluted earnings per share calculations:

 Six months ended 30 June                                                       2025   2024
 Earnings
 Profit attributable to ordinary equity holders of the parent (£m)              36.1   43.1
 Number of shares
 Weighted average number of ordinary shares for purposes of basic earnings per  824.7  793.6
 share (m)
 Effect of dilutive potential ordinary share conversion (m)                     23.3   3.9
 Number of ordinary shares for the purposes of diluted earnings per share (m)   848.0  797.5
 Basic earnings per share (pence)                                               4.4    5.4
 Diluted earnings per share (pence)                                             4.3    5.4
 Underlying profit after tax* (£m)                                              87.2   73.0
 Underlying basic earnings per share* (pence)                                   10.6   9.2
 Underlying diluted earnings per share* (pence)                                 10.4   9.2

 

 *  These are not defined or recognised under IFRS. Supplementary Information:
    Alternative performance measures (APMs) 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 the Supplementary Information:
Alternative performance measures (APMs). 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 14.

During the six months ended 30 June 2025, the method used to calculate diluted
earnings per share was updated to appropriately reflect the impact of profit
or loss attributable to non-controlling interest holders, as well as the
effect of the conversion of dilutive potential ordinary shares. As a result of
this change in calculation methodology, the previously reported diluted
earnings per share for the year ended 31 December 2024 has been restated and
would have been 7.9 pence (2024: 6.4 pence). The restated underlying diluted
earnings per share will be disclosed in the annual report.

9 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
carried interest partnerships ("CIPs") and 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.

The weighted average discount at 30 June 2025 to the notional carried interest
due to the Group based on unrealised fair value of investments in relevant
funds is 54% (2024: 48%) resulting in a carried interest receivable of
£130.6m (2024: £113.3m). If the average discount was to increase by 10% this
would reduce carried interest income by £28.5m. If the average discount was
to decrease by 10% this would increase carried interest income by £28.5m.

                                                                      30 June 2025  31 December 2024

£ m
£ m

 Opening balance                                                      113.3         67.3
 Additions from acquired subsidiaries                                 -             29.1
 Income recognised in the period                                      23.4          59.1
 Foreign exchange movements recognised as profit or loss              0.4           (0.3)
 Foreign exchange movements recognised as other comprehensive income  (5.7)         1.5
 Receipts of carried interest                                         (0.8)         (43.4)
 Closing balance                                                      130.6         113.3

 

10 Financial assets and liabilities

(a) Classification of financial assets

The following tables analyse the Group'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 Condensed Consolidated
Statement of Financial Position.

 As at 30 June 2025                Fair value through profit or loss  Hedging       Financial assets at   Assets which are not financial assets  Total

£ m

amortised cost
£ m
£ m
                                                                      derivatives
£ m

£ m
 Fair value of fund investments    729.1                              -             -                     -                                      729.1
 Consolidated CLO assets           2,454.3                            -             64.4                  -                                      2,518.7
 Trade and other receivables       -                                  -             169.6                 34.1                                   203.7
 Derivative financial instruments  -                                  8.8           -                     -                                      8.8
 Other investments                 -                                  -             12.6                  -                                      12.6
 Cash and cash equivalents         -                                  -             103.5                 -                                      103.5
 Consolidated CLO cash             -                                  -             83.6                  -                                      83.6
 Total                             3,183.4                            8.8           433.7                 34.1                                   3,660.0

 

 As at 31 December 2024            Fair value through profit or loss  Hedging       Financial assets at amortised cost  Assets which are not   Total

£ m

£ m
financial assets
£ m
                                                                      derivatives
£ 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
 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

 

There are no material differences between the above amounts for financial
assets at amortised cost and their fair value.

i) Fair value of fund investments

Investments representing the Group's interests in private equity, credit and
infrastructure funds are initially recognised at fair value and subsequently
remeasured at fair value through profit or loss within operating income.

The investments primarily consist of loans or commitments made in relation to
BE VII, VI and V, BEP IV, BDC IV and III, BG II, BCO 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.

ii) Other investments

Other investments include, but are not limited to, loans made to fund
portfolio companies and loans acquired by the Group prior to syndication to
third party investors. 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.

iii) CLO assets

The balance shown includes the gross value of the assets held by CLO 1, CLO 3,
CLO IV, CLO V, CLO VI, CLO VII, CLO VIII and CLO IX (2024: CLO 1, CLO 3, CLO
IV, CLO V, CLO VI, CLO VII and CLO VIII), which are consolidated by the Group,
but of which the Group only holds the rights 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.

                                                                             30 June 2025  31 December 2024

£ m
£ m
 Consolidated CLO assets held by the Group, including consolidated CLO cash  2,602.3       2,047.2
 Consolidated CLO assets attributable to third-party investors               (2,453.0)     (1,929.5)
 Group's exposure to consolidated CLO assets, consisting of:                 149.3         117.7
 Equity holders' exposure                                                    101.8         84.9
 Non-controlling interests' exposure                                         47.5          32.8

 

iv) Cash and deposits

                                                                   30 June 2025  31 December 2024

£ m
£ m
 Cash at bank and in hand                                          67.7          73.7
 Money market funds                                                35.8          16.3
 Term deposits with original maturities of less than three months  -             0.8
 Total cash and cash equivalents                                   103.5         90.8
 Consolidated CLO cash                                             83.6          69.0
 Total cash and deposits                                           187.1         159.8

 

Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments including term deposits with original
maturities of three months or less and money market funds, which are readily
convertible to a known amount of cash and are subject to an insignificant
risk of changes in value. Term deposits represent fixed term deposits placed
with banks and financial institutions. 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, term deposits with
original maturities of more than three months and consolidated CLO cash.

Credit risk exposure on cash and term deposits is managed in accordance with
the Group's Treasury & Risk Management Policy which provides limits on
exposures to any single financial institution. The Group's surplus cash is
held with financial institutions or money market funds which are rated as
investment grade by third party rating agencies. As at 30 June 2025, 100% of
cash and term deposits were held with institutions or funds that are rated
investment grade or above and all relevant money market funds are AAA rated.

v) Derivative financial instruments

The derivative financial instruments at 30 June 2025 are used to hedge foreign
exchange risk. They are forward contracts undertaken by the Group for euro
denominated management fees, euro investments and US dollar liabilities.

vi) Trade and other receivables

Total trade and other receivables include the deferred cost of acquisition and
consist of expenditures in excess of the cap within the LPA and fees paid to
placement agents. They also include accrued income, other receivables and
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.

(b) Classification of financial liabilities

The following tables analyse the Group's financial liabilities in accordance
with the categories of financial instruments defined in IFRS 9 "Financial
Instruments". 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 Condensed Consolidated
Statement of Financial Position.

 As at 30 June 2025                              Fair value through profit or loss  Hedging       Financial liabilities at amortised cost  Liabilities which are       Total

£ m

£ m
not financial liabilities
£ m
                                                                                    derivatives
£ m

£ m
 Trade and other payables                        10.4                               -             103.4                                    66.9                        180.7
 Other financial liabilities                     185.6                              -             -                                        -                           185.6
 Lease liabilities                               -                                  -             82.1                                     -                           82.1
 Borrowings                                      -                                  -             443.9                                    -                           443.9
 Derivative financial instruments                -                                  37.5          -                                        -                           37.5
 Consolidated CLO liabilities                    2,229.8                            -             16.7                                     -                           2,246.5
 Consolidated CLO purchases awaiting settlement  -                                  -             206.5                                    -                           206.5
 Total                                           2,425.8                            37.5          852.6                                    66.9                        3,382.8

 

 As at 31 December 2024                          Fair value through profit or loss  Hedging       Financial liabilities  Liabilities which are not financial  Total

£ m

at amortised cost
liabilities
£ m
                                                                                    derivatives
£ 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

 

Carrying amount of financial liabilities carried at amortised cost
approximates their fair value, and therefore have not been included in the
disclosure within this section.

i) Borrowings

                                                   30 June 2025
 Non-current:                                      Principal  Principal  Fixed interest  Maturity

$m
£m
%
date
 ECP private placement debt
 Series A Notes                                    22.0       16.0       5.70            7 July 2027
 Series B Notes                                    87.0       63.4       5.79            7 July 2029
 Series C Notes                                    75.0       54.7       5.94            7 July 2032
 Sub-total / weighted coupon                       184.0      134.1      5.84
 New US private placement debt
 Series A Notes                                    50.0       36.5       6.18            7 June 2027
 Series B Notes                                    130.0      94.8       6.20            6 June 2029
 Series C Notes                                    175.0      127.6      6.31            6 June 2031
 Series D Notes                                    75.0       54.7       6.46            6 June 2034
 Sub-total / weighted coupon                       430.0      313.6      6.29
 Borrowings at period end / weighted coupon        614.0      447.7      6.16
 Capitalised facility costs                        (5.2)      (3.8)
 Total borrowings at period end / weighted coupon  608.8      443.9      6.16

 

                                                   31 December 2024
 Non-current:                                      Principal  Principal  Fixed interest  Maturity

$m
£m
%
date
 ECP private placement debt
 Series A Notes                                    22.0       17.6       5.70            7 July 2027
 Series B Notes                                    87.0       69.5       5.79            7 July 2029
 Series C Notes                                    75.0       59.9       5.94            7 July 2032
 Sub-total / weighted coupon                       184.0      147.0      5.84
 New US private placement debt
 Series A Notes                                    50.0       39.9       6.18            7 June 2027
 Series B Notes                                    130.0      103.8      6.20            6 June 2029
 Series C Notes                                    175.0      139.7      6.31            6 June 2031
 Series D Notes                                    75.0       59.9       6.46            6 June 2034
 Sub-total / weighted coupon                       430.0      343.3      6.29
 Borrowings at period end / weighted coupon        614.0      490.3      6.16
 Capitalised facility costs                        (6.5)      (5.0)
 Total borrowings at period end / weighted coupon  607.5      485.3      6.16

 

- ECP private placement debt

In 2022, ECP completed the issuance and sale of $225.0m (£186.2m) aggregate
principal amount of private placement debt. At 30 June 2025, $184.0m
(£134.1m) of the notes remain outstanding. The debt is unsecured and is held
at amortised cost, which the Group has determined approximates the fair value
of these liabilities.

- New US private placement debt

In 2024, the Group completed the issuance and sale of $430.0m (£313.6m)
aggregate principal amount of Series A, B, C and D notes (collectively, the
"USPP"). The USPP is unsecured and is held at amortised cost, which the Group
has determined to approximate the fair value of these liabilities.

- Borrowing facility agreement

In 2024, the Group entered into a borrowing facility agreement for £250m. At
30 June 2025, there were no drawn amounts outstanding on this facility (2024:
nil).

The Group's borrowing facility and USPP notes are subject to covenants based 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 period the Group was
fully compliant with banking covenants.

ii) Other financial liabilities

                                                          30 June 2025  31 December 2024

£ m
£ m
 Liabilities held at fair value through profit and loss:
 CLO repurchase agreements                                44.5          27.5
 Amount payable to third party investors                  126.1         110.6
 Amount payable to related party investors                15.0          21.3
 Total                                                    185.6         159.4

 

The Group consolidates a number of limited partnerships through which some of
the Group's investment in funds is 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 related party or
third party investors, under the relevant limited partnership agreement. Due
to the nature of these agreements, being a contractually agreed profit share,
the Group recognises the interests as financial liabilities which are fair
valued through profit and loss at each reporting date.

At 30 June 2025, the amount payable to third party investors included the
interests of an investor within an SPV, Maple Tree VII LP, which is
consolidated under the requirements of IFRS 10. The Group has performed a
control assessment of the partnership in accordance with the Group's
accounting policies and concluded that the Group has power over, and exposure
to, variable returns in profit sharing.

Under the relevant limited partnership agreement, the third-party investor has
the right to receive a minimum return on drawn commitments, along with a
share of residual profits from the partnership. The amount payable to related
party investors is measured under IFRS 9 at fair value. £10.0m expense from
the fair value re-measurement of the liability is recognised within the profit
and loss account in 2025 (2024: nil).

(c) Fair value measurement

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).

Investments in funds, which hold portfolios of private equity, infrastructure
and credit assets are valued in line with the International Private Equity and
Venture Capital Valuation ("IPEV") Guidelines using a variety of
methodologies. These investments are primarily classified as level 3 financial
assets due to the level of unobservable inputs within the determination of the
valuation of individual assets within each fund and the lack of an observable
price for each investment in a fund.

The assets of the CLO vehicles, which are fully consolidated by the Group, are
classified as level 2 fair values as they are priced using independent loan
pricing sources. They consolidate quotes from a variety of different brokers
active in the market.

Further details of the valuation methodologies, process and governance for
investments in funds, investments held by consolidated CLOs and other
financial liabilities are set out within the notes to the 2024 Annual Report.

Derivatives used for hedging, which are fair valued, are classified as level 2
fair values as the inputs are observable.

The following table summarises the valuation of the Group's financial assets
and liabilities by fair value hierarchy:

                                                                        Financial Assets                Financial Liabilities
 Financial assets and liabilities at fair value through profit or loss  30 June 2025  31 December 2024  30 June 2025  31 December 2024

£ m
£ m
£ m
£ m
 Level 1                                                                -             -                 -             -
 Level 2                                                                2,463.1       1,994.4           37.5          4.2
 Level 3                                                                729.1         752.6             2,425.8       1,865.4
 Total                                                                  3,192.2       2,747.0           2,463.3       1,869.6

 

i) Reconciliation of level 3 fair value measurements of financial assets

A reconciliation of level 3 fair values for financial assets which 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:

                                                                      30 June 2025  31 December 2024

£ m
£ m
 Level 3 financial assets at fair value through profit or loss:
 Opening balance                                                      752.6         301.4
 Additions from acquired subsidiaries                                 -             108.7
 Other additions                                                      14.5          379.2
 Fair value remeasurement of investments (through profit or loss)     47.0          24.0
 Foreign exchange movements recognised as profit or loss              9.6           (6.4)
 Foreign exchange movements recognised as other comprehensive income  (0.3)         (7.5)
 Disposals                                                            (94.3)        (46.8)
 Transfer (to)/from level 1 or 2                                      -             -
 Closing balance                                                      729.1         752.6

 

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 "Fair Value Measurement".

A sensitivity analysis of a change in the value of investments at fair value
through profit or loss is set out in note 10 (d).

ii) 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, annual default rates, prepayment rates,
reinvestment rates, recovery rates and discount rates and are therefore
considered level 3 financial liabilities.

                                                                     30 June 2025  31 December 2024

£ m
£ m
 Level 3 financial liabilities at fair value through profit or loss
 Fair value of consolidated CLO liabilities                          2,229.8       1,696.2
 Deferred contingent consideration payable                           10.4          9.8
 Other financial liabilities                                         185.6         159.4
 Total                                                               2,425.8       1,865.4

 

A reconciliation of level 3 fair values for CLO liabilities at fair value
through profit or loss is set out in the table below.

                                                                             30 June 2025  31 December 2024

£ m
£ m
 Movement in CLO liabilities at fair value through profit or loss which are
 level 3:
 Opening balance                                                             1,696.2       1,152.0
 Additions                                                                   1,072.5       616.3
 Fair value remeasurement of investments (through profit or loss)            5.5           0.8
 Foreign exchange movements recognised as profit or loss                     55.9          (52.9)
 Foreign exchange movements recognised as other comprehensive income         -             -
 Disposals                                                                   (600.3)       (20.0)
 Transfer (to)/from level 1 or 2                                             -             -
 Closing balance                                                             2,229.8       1,696.2

 

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.

                                                                               30 June 2025  31 December 2024

£ m
£ m
 Movement in other financial liabilities at fair value through profit or loss
 which are level 3:
 Opening balance                                                               159.4         50.1
 Additions from acquired subsidiaries                                          -             0.2
 Additions                                                                     25.1          124.4
 Fair value remeasurement of investments (through profit or loss)              10.1          (0.3)
 Foreign exchange movements recognised as profit or loss                       -             -
 Foreign exchange movements recognised as other comprehensive income           5.3           (4.0)
 Disposals                                                                     (14.3)        (11.0)
 Transfer (to)/from level 1 or 2                                               -             -
 Closing balance                                                               185.6         159.4

 

A reconciliation is not provided for deferred contingent consideration payable
on the basis that the movements between 30 June 2025 and 31 December 2024
relate to revaluation into GBP sterling and for the unwind of present value
discounting.

A sensitivity analysis of a change in the value of CLO liabilities at fair
value through profit or loss is set out in note 10 (d).

(d) Valuation inputs and sensitivity analysis

The number of unique investments represents the investments in which 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 30 June 2025 in measuring financial
instruments categorised as level 3 in the fair value hierarchy.

 Description                                             Fair value at 30 June 2025 (£m)   Fair value at 31 December 2024 (£m)   Number                        Valuation technique                   Significant                             Range                                 Sensitivity             Effect on fair value at

unobservable inputs
30 June 2025 (£m)
                                                                                                                                 of unique investments
 Private equity fund investments                         565.4                             581.4                                 84                            Market Approach                       Earnings multiple                       3.2x -27.5x                           +10% Earnings multiple  41.7
                                                         Revenue multiple                                                                                      4.0x - 7.3x                                                                                 -10% Earnings multiple                          (43.1)
 Infrastructure fund investments                         118.9                             127.1                                 15                            Market Approach                       Earnings multiple                       4.5x - 18.9x                          Upside case**           4.7
                                                                                                                                                                                                                                                           Downside case**                                 (7.1)
                                                         Discounted Cash Flow                                                    Discount rate                                                                              5.6% - 25.6%                                           Upside case**           6.6
                                                                                                                                 Downside case**               (3.9)
                                                                                                                                 Adjusted listed equity***     Implied share price                                          $165.1 - $322.1                +10% share price        1.9

                                                                                                                                                                                                                                                           -10% share price        (1.9)
 Credit fund investments                                 29.7                              29.5                                  38                            Market Approach                       Earnings multiple                       4.5x - 20.7x                          +10% Earnings multiple  0.5
                                                                                                                                 Revenue multiple                                                                           3.0x - 13.0x                                           -10% Earnings multiple  (0.5)
                                                                                                                                 Other                         n/a                                                                           n/a                                   n/a                     n/a
 Group's investments in CLOs that are not consolidated*  15.1                              14.6                                  8                             Discounted Cash Flow                  Discount rate margin                    1.5% -15.0%                           Upside case**           0.8
                                                         Default rate                                                                                          2.0%
                                                         Recovery rate                                                                                         35.0% - 65.0%
                                                         Prepayment rate                                                                                       20.0%                                                        Downside case**  (0.6)

                                                         Reinvestment price                                                                                    97.5% - 99.5%
                                                         Spread                                                                                                3.8% - 8.0%
 Total assets                                            729.1                             752.6
 Consolidated CLO liabilities*                           2,229.8                           1,696.2                               54                            Discounted Cash Flow                  Discount rate margin                    1.5% -15.0%                           Upside case**           (111.1)
                                                         Default rate                                                                                          2.0%
                                                         Recovery rate                                                                                         35.0% - 65.0%
                                                         Prepayment rate                                                                                       20.0%                                                        Downside case**  62.8
                                                         Reinvestment price                                                                                    97.5% - 99.5%
                                                         Spread                                                                                                3.8% - 8.0%
 CLO repurchase agreements                               44.5                              27.5                                  18                            Discounted Cash Flow                  Discount rate margin                    1.5% - 12.1%                          +10% discount rate      (0.3)
                                                                                                                                 -10% discount rate            0.2
 Deferred contingent consideration                       10.4                              9.8                                   n/a                           Probability Weighted Expected Return  Discount rate                           10.3%                                 +1% discount rate       (0.4)

                                                                                                                                                                                                                                                                                   -1% discount rate
                                                         Scenario                                                                                              5.0% - 70.0%                                                                                0.2

probabilities
 Other financial liabilities                             15.0                              131.9                                 n/a                           Other                                 Net asset value (NAV)                   n/a                                   +10% of NAV             1.5
                                                                                                                                 -10% of NAV                   (1.5)
                                                         126.1                                                                   n/a                           Probability Weighted Expected Return  Discount rate                           11.8%                                 +1% discount rate        (7.1)
                                                                                                                                 Scenario probabilities                                              25.0% - 50.0%                                         -1% discount rate                7.4
 Total liabilities                                       2,425.8                           1,865.4

 

 *    The sensitivity analysis is performed on the portfolio of notes of CLO
      vehicles that that the Group has invested in, including £15.1m of investments
      in CLOs that are not consolidated (31 December 2024: £14.6m) and £149.3m of
      investments in CLOs that are consolidated (31 December 2024: £117.7m). 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.
 ***  An investment in an infrastructure fund has been valued using a number of
      valuation techniques, including taking account the price of listed equity
      which forms part of consideration offered to acquire the business over the
      period since the transaction was agreed. As the transaction is subject to
      regulatory approval and has yet to complete, the directors consider this to be
      the most appropriate methodology at 30 June 2025.

 

11 Dividends and dividend equivalents

The Company paid a final dividend of 4.6 pence per share, which equates to
£37.9m, in May 2025 in respect of the second half of 2024. In addition,
£7.4m of dividend equivalents were paid to non-controlling interest holders
in May 2025 in respect of the second half of 2024.

The directors have announced an interim dividend of 4.7 pence per share, to be
paid in October 2025 to shareholders on the register as at 19 September 2025.
This equates to £38.8m, based on the number of shares in issue at 30 June
2025, subject to the ongoing share buyback programme, plus dividend
equivalents paid to non-controlling interests estimated to be £7.6m.

                                                             Six months ended 30 June 2025     Six months ended 30 June 2024

 Ordinary dividends and dividend equivalents paid:
                                                             £ m              Pence per share  £ m              Pence per share
 Prior period final dividends and dividend equivalents paid  45.3             4.6              35.0             4.4
 Proposed interim dividends and dividend equivalents         46.4             4.7              36.5             4.6

 

12 Goodwill and intangible assets

Goodwill and intangible assets primarily relate to the EQT Credit (credit) and
ECP (infrastructure) acquisitions.

At 30 June 2025, the carrying amount of £730.7m also includes a separate
intangible asset of £24.6m that was acquired during the period (2024:
£789.9m only relates to EQT Credit and ECP transactions). This intangible
asset represents an additional 3.5% right to carried interest from future ECP
funds acquired $33.6m (£24.6m) in cash, along with variable consideration of
up to $6.6m (£5.6m), calculated based on capital committed to certain funds.

The intangible asset will be amortised over its estimated useful life of 15
years. During the period ended 30 June 2025, due to the proximity of the
acquisition to the period end, no amortisation charge was recognised.

 

13 Cash flow information

 Six months ended 30 June                                          2025    2024

£ m
£ m
 Profit before tax                                                 60.6    48.8
 Adjustments for:
 Exceptional expenses                                              26.4    0.8
 Share-based payments                                              2.2     4.1
 Depreciation and amortisation expense                             32.6    8.8
 Net finance and other expense/(income)                            27.0    0.2
 Carried interest                                                  (23.8)  (16.9)
 Fair value remeasurement of investments (through profit or loss)  (64.3)  14.1
 (Increase)/decrease in trade and other receivables                (29.3)  (15.9)
 (Decrease)/increase in trade and other payables                   (12.6)  (34.1)
 Cash generated from operations                                    18.8    9.9

 

14 Equity

(a) Share capital and premium

Allotted, called up and fully paid shares

                             Company
                             30 June 2025            31 December 2024
                             No.            £        No.          £
 Ordinary of £0.00005 each    825,300,942   41,265   823,930,986  41,197
 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                       825,301,444    81,766   823,931,488  81,698

 

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. Each ordinary share has
one vote 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 association 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 (2024: 171,096 ordinary
shares; 501 deferred shares) within retained earnings as at 30 June 2025 at a
cost of nil (2024: nil).

(c) Other reserves

The following table provides a breakdown of the reserves that are included in
the Group's other reserves.

                                   30 June 2025  31 December 2024

£ m
£ m
 Cash flow hedge reserve           4.6           14.7
 Net exchange differences reserve  (24.0)        16.6
 Share-based payment reserve       39.8          19.8
 Capital redemption reserve        0.0           0.0
 Total                             20.4          51.1

 

(i) 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.

In the six months ended 30 June 2025, a £4.0m (2024: £3.6m) transfer was
made between share-based payment reserve and retained earnings which related
to the vesting of the LTIP awards (2024: LTIP awards).

(ii) Net exchange difference 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) Capital redemption reserve

On 2 October 2023, the Company announced a second buyback programme of up to
£50.0m that commenced on 12 October 2023 after the first share buyback
programme completed on 11 October 2023 with £50.0m, or 23.6m ordinary shares
bought back and cancelled. On 2 June 2025, the Company announced the
reintroduction of a share buyback programme of up to £50.0m. The Buyback
Programme will run from and including 2 June 2025 and is expected to be
completed by 31 May 2026.The sole purpose of the share buyback programme was
to reduce the Company's share capital.

For the six months ended 30 June 2025, in aggregate 392,545 ordinary shares
within the second buyback programme were bought back for £1.3m. These
ordinary shares were cancelled by 30 June 2025.

(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 entities that have material non-controlling interests is provided
below:

                                             Proportion of economic interest held by non-controlling     Profit/(loss) allocated to                       Carrying value of

interests
non-controlling interests
non-controlling interests
                                             30 June 2025                  31 December 2024              Six months ended 30 June 2025  Six months ended  30 June 2025    31 December 2024

%
%
£m

£m
£m
                                                                                                                                        30 June

                                                                                                                                        2024

£m
 Bridgepoint OP LP                           15.0%                         15.0%                         5.9                            -                 169.2           175.0
 Bridgepoint European CLO Management I SCSp  31.8%                         31.8%                         2.1                            -                 40.4            32.8
                                                                                                         8.0                            -                 209.6           207.8

 

15 Events after the reporting period

There have been no material subsequent events since 30 June 2025.

 

Supplementary Information: Underlying condensed consolidated statement of
profit or loss, excluding profit and loss of third-party CLOs and other
investors

for the six months ended 30 June

                                          2025    2024

£ m
£ m
 Management and other fees                206.8   156.0
 Carried interest                         23.8    16.9
 Fair value remeasurement of investments  33.8    7.5
 Other operating income                   0.3     0.6
 Total operating income                   264.7   181.0
 Personnel expenses                       (99.2)  (69.1)
 Personnel expenses excluded from FRE     (5.6)   -
 Other operating expenses                 (31.9)  (25.7)
 Underlying EBITDA                        128.0   86.2
 FRE                                      76.0    61.8
 Depreciation and amortisation expense    (8.6)   (7.3)
 Finance and other income                 3.5     5.8
 Finance and other expenses               (19.2)  (6.0)
 Underlying profit before tax             103.7   78.7
 Tax                                      (16.5)  (5.7)
 Underlying profit after tax              87.2    73.0

 

This underlying condensed 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 structured vehicles that are consolidated by the
Group under IFRS 10. Further details of these adjustments are explained in APM
section.

 

Supplementary Information: Condensed consolidated statement of financial
position, excluding interests of third-party CLOs and other investors

                                              30 June 2025  (Unaudited)

£ m
31 December 2024

£ m
 Assets
 Non-current assets
 Property, plant and equipment                82.2          88.3
 Goodwill and intangible assets               730.7         789.9
 Carried interest receivable                  130.6         113.3
 Fair value of fund investments*              690.7         739.9
 Trade and other receivables                  22.5          33.9
 Total non-current assets                     1,656.7       1,765.3
 Current assets
 Trade and other receivables                  178.9         139.5
 Derivative financial assets                  8.8           26.4
 Other investments                            12.6          -
 Cash and cash equivalents                    103.5         90.8
 Total current assets                         303.8         256.7
 Total assets                                 1,960.5       2,022.0
 Liabilities
 Non-current liabilities
 Trade and other payables                     28.5          35.6
 Other financial liabilities                  45.4          48.8
 Lease liabilities                            68.3          74.4
 Borrowings                                   443.9         485.3
 Deferred tax liabilities                     55.1          44.7
 Total non-current liabilities                641.2         688.8
 Current liabilities
 Trade and other payables                     152.2         157.1
 Lease liabilities                            13.8          13.5
 Derivative financial liabilities             37.5          4.2
 Total current liabilities                    203.5         174.8
 Total liabilities                            844.7         863.6
 Net assets                                   1,115.8       1,158.4
 Equity
 Share capital                                0.1           0.1
 Share premium                                375.1         375.1
 Other reserves                               20.4          51.1
 Retained earnings                            551.0         557.1
 Equity attributable to owners of the parent  946.6         983.4
 Non-controlling interests                    169.2         175.0
 Total equity                                 1,115.8       1,158.4

 

 *  The fair value of fund investments includes the Group's own exposures in
    consolidated CLOs 1, 3, IV, V, VI, VII, VIII and IX of £149.3m (31 December
    2024: CLOs 1, 3, IV, V, VI, VII and VIII of £117.7m) as at 30 June 2025.

This condensed consolidated statement of financial position, excluding
interests of third-party CLOs and other investors applies all of the
measurement and recognition requirements of UK-adopted IAS 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.

 

Supplementary Information: Condensed consolidated cash flow statement,
excluding cash flows relating to third-party investor CLOs and other investors

for the six months ended 30 June

                                                                   2025    2024

£ m
£ m
 Cash flows from operating activities
 Cash generated from operations                                    30.9    6.9
 Tax paid                                                          (0.9)   (1.4)
 Net cash inflow from operating activities                         30.0    5.5
 Cash flows from investing activities
 Receipts from investments                                         96.9    24.2
 Purchase of investments                                           (28.4)  (101.8)
 Receipt/(Purchase) of other investments                           (12.6)  7.5
 Interest received                                                 1.2     3.2
 Investments in CLOs                                               (11.4)  (7.9)
 Payments for property, plant and equipment and intangible assets  (26.7)  (1.2)
 Net cash (outflow)/inflow from investing activities               19.0    (76.0)
 Cash flows from financing activities
 Dividends paid to shareholders of the Company                     (45.3)  (35.0)
 Share buyback                                                     (1.3)   (7.2)
 Principal elements of lease payments                              (6.5)   (6.1)
 Net proceeds from related and third party investors               24.9    8.9
 Interest paid                                                     (8.2)   (6.1)
 Net cash (outflow) from financing activities                      (36.4)  (45.5)
 Net (decrease)/increase in cash and cash equivalents              12.6    (116.0)
 Total cash and cash equivalents at the beginning of the period    90.8    238.8
 Effect of exchange rate changes on cash and cash equivalents      0.1     1.1
 Total cash and cash equivalents at the end of the period          103.5   123.9

 

This condensed consolidated statement of cash flows applies all of the
measurement and recognition requirements of UK-adopted IAS 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)

The use of APMs

This interim report includes 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, FRE, FRE margin, Underlying management fees and other income, PRE, Fee
Paying AUM and Total AUM, all of which the Group considers to be APMs. Certain
APMs in 2024 are also presented on a pro forma basis, which includes ECP as if
its acquisition had occurred on 1 January 2024.

We have changed the composition of certain APMs to make them more meaningful
and reflect the business performance. The impact in comparative information is
not considered material, therefore it is not adjusted retrospectively.

 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 to funds managed by the
                                                                                 Group.

                                                                                 Total AUM at 30 June 2025 was €73.7 billion ($86.6 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 or on net invested
                                                                                 capital.

                                                                                 Fee Paying AUM at 30 June 2025 was €37.5 billion ($44.0 billion).
 Management fee margin on                                                        The underlying management fee rate in the Group's funds, calculated as the

Fee Paying AUM                                                                 weighted average management fee rate for all 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 are added back to arrive at the underlying
                                                                                 management and other income.
                                                                                 Underlying management and other income                                           Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
                                                                                                                                                                  £m
                                                                                 Management and other fees                                                        202.0                        153.0
                                                                                 Add: CLO management fee consolidation adjustment                                 4.8                          3.0
                                                                                 Underlying management and other fees                                             206.8                        156.0
                                                                                 Other operating income                                                           0.3                          0.6
                                                                                 Underlying management and other income                                           207.1                        156.6
                                                                                 Add: ECP pre-completion management and other fees                                -                            55.2
                                                                                 Pro forma underlying management and other income                                 207.1                        211.8
 PRE                                                                             PRE is calculated by adding the fair value remeasurement of investments to
                                                                                 carried interest income and making 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; (iii) PRE related to warehoused fund
                                                                                 investments which are expected to be syndicated to third-party investors; and
                                                                                 (iv) the CLO management fees reinstated as part of underlying management
                                                                                 fees, as explained above.
                                                                                 PRE                                                                              Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Carried interest                                                                 23.8                         16.9
                                                                                 Add: Fair value remeasurement of investments                                     64.3                         (11.1)
                                                                                 Less: CLO management fee consolidation adjustment ((iii) above)                  (4.8)                        (3.0)
                                                                                 Add/less: PRE adjustments (a total of adjustments (i) and (ii) above)            (25.7)                       21.6
                                                                                 PRE                                                                              57.6                         24.4
                                                                                 Add: ECP pre-completion PRE                                                      -                            32.5
                                                                                 Pro forma PRE                                                                    57.6                         56.9
 Underlying total                                                                The underlying total operating income is calculated by adding underlying

operating income                                                               management and other income to PRE.
                                                                                 Underlying total operating income                                                Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Underlying management and other income                                           207.1                        156.6
                                                                                 PRE                                                                              57.6                         24.4
                                                                                 Underlying total operating income                                                264.7                        181.0
                                                                                 Add: ECP pre-completion total operating income                                   -                            87.7
                                                                                 Pro forma underlying total operating income                                      264.7                        268.7
 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,
                                                                                 costs related to corporate development activities 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. Costs related to internal corporate
                                                                                 development activities are also excluded from underlying measures.

                                                                                 Further detail on the PRE adjustments is set out in PRE section.

                                                                                 A breakdown of exceptional items within EBITDA is included within note 4 of
                                                                                 the condensed consolidated financial statements.
                                                                                 Underlying EBITDA                                                                Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 EBITDA                                                                           120.2                        57.8
                                                                                 Add: exceptional items within EBITDA                                             30.7                         3.0
                                                                                 Add: certain share scheme expenses                                               2.2                          3.8
                                                                                 Add: other adjusted expenses related to corporate development activities         0.6                          -
                                                                                 Add: PRE adjustments                                                             (25.7)                       21.6
                                                                                 Underlying EBITDA                                                                128.0                        86.2
                                                                                 Add: ECP pre-completion EBITDA                                                   -                            58.8
                                                                                 Pro forma underlying EBITDA                                                      128.0                        145.0
 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                                                                              Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Underlying EBITDA                                                                128.0                        86.2
                                                                                 Add: investment linked bonuses and other expenses excluded from FRE              5.6                          -
                                                                                 Less: PRE                                                                        (57.6)                       (24.4)
                                                                                 FRE                                                                              76.0                         61.8
                                                                                 Add: ECP pre-completion FRE                                                      -                            26.3
                                                                                 Pro forma FRE                                                                    76.0                         88.1
 FRE margin                                                                      FRE as a percentage of underlying total operating income, excluding PRE.
                                                                                 FRE margin                                                                       Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 FRE                                                                              76.0                         61.8
                                                                                 Underlying total operating income                                                264.7                        181.0
                                                                                 Less: PRE                                                                        (57.6)                       (24.4)
                                                                                 Adjusted total operating income                                                  207.1                        156.6
                                                                                 FRE margin                                                                       36.7%                        39.5%
 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                                                             Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Pro forma FRE                                                                    76.0                         88.1
                                                                                 Pro forma underlying total operating income                                      264.7                        268.7
                                                                                 Less: Pro forma PRE                                                              (57.6)                       (56.9)
                                                                                 Pro forma adjusted total operating income                                        207.1                        211.8
                                                                                 Pro forma FRE margin                                                             36.7%                        41.6%
 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)                                             Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Pro forma FRE                                                                    76.0                         88.1
                                                                                 Less: pro forma catch-up fees                                                    (5.7)                        (30.4)
                                                                                 Pro forma FRE (excluding catch-up fees)                                          70.3                         57.7
                                                                                 Pro forma adjusted total operating income                                        207.1                        211.8
                                                                                 Less: catch-up fees                                                              (5.7)                        (30.4)
                                                                                 Adjusted total operating income (excluding catch-up fees)                        201.4                        181.4
                                                                                 FRE margin (excluding catch-up fees)                                             34.9%                        31.8%
 Underlying profit                                                               Calculated by excluding exceptional items, certain share scheme expenses and

before tax                                                                     costs related to corporate development activities, the amortisation
                                                                                 of acquisition-related intangible assets and PRE adjustments from within
                                                                                 profit before income tax.
                                                                                 Underlying profit before tax                                                     Six months ended             Six months ended

                                                                                                                                                                  30 June 2025                 30 June 2024

£m
£m
                                                                                 Profit before tax                                                                60.6                         48.8
                                                                                 Add: exceptional items within EBITDA                                             30.7                         3.0
                                                                                 Add: amortisation of acquisition-related intangible assets                       24.0                         1.5
                                                                                 Add: certain share scheme expenses                                               2.2                          3.8
                                                                                 Add: costs related to corporate development activities                           0.6                          -
                                                                                 Add: PRE adjustments                                                             (25.7)                       21.6
                                                                                 Add: exceptional net finance and other expense or (income)                       11.3                         -
                                                                                 Underlying profit before tax                                                     103.7                        78.7
                                                                                 Add: ECP pre-completion profit before tax                                        -                            51.1
                                                                                 Pro forma underlying profit before tax                                           103.7                        129.8
 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

after tax margin                                                               income.
 Underlying basic                                                                Calculated by dividing underlying profit after tax inclusive of

and diluted earnings per share                                                 non-controlling interests by the weighted average and diluted weighted average
                                                                                 number of shares at period end.
                                                                                 Underlying basic and diluted EPS (Six months ended 30 June)                      2025                         2024

£m
£m
                                                                                 Profit after tax                                                                 44.1                         43.1
                                                                                 Add: exceptional items within EBITDA                                             30.7                         3.0
                                                                                 Add: amortisation of acquisition-related intangible assets                       24.0                         1.5
                                                                                 Add: certain share scheme expenses and other corporate activities                2.8                          3.8
                                                                                 Add: PRE adjustments                                                             (25.7)                       21.6
                                                                                 Add: exceptional net finance and other (income)                                  11.3                         -
                                                                                 Underlying profit after tax                                                      87.2                         73.0
                                                                                 Weighted average number of ordinary shares for purposes of basic and diluted     824.7                        793.6
                                                                                 EPS (m)
                                                                                 Effect of dilutive potential ordinary share conversion (m)                       17.3                         3.9
                                                                                 Number of ordinary shares for the purposes of diluted earnings per share (m)     842.0                        797.5
                                                                                 Underlying basic EPS (pence)                                                     10.6                         9.2
                                                                                 Underlying diluted EPS (pence)                                                   10.4                         9.2
 Pro forma earnings                                                              Calculated by dividing pro forma underlying profit after tax inclusive of

per share                                                                      non-controlling interests by the number of shares in issue as at period end*
                                                                                 and potential ordinary share conversion.
                                                                                 Underlying basic and diluted EPS (Six months ended 30 June)                       2025                        2024

£m
£m
                                                                                 Profit after tax                                                                 44.1                         43.1
                                                                                 Add: exceptional items within EBITDA                                             30.7                         3.0
                                                                                 Add: amortisation of acquisition-related intangible assets                       24.0                         1.5
                                                                                 Add: certain share scheme expenses and other corporate activities                2.8                          3.8
                                                                                 Add: PRE adjustments                                                             (25.7)                       21.6
                                                                                 Add: exceptional net finance and other (income)                                  11.3                         -
                                                                                 Underlying profit after tax                                                      87.2                         73.0
                                                                                 Add: ECP pre-completion profit after tax                                         -                            40.9
                                                                                 Pro forma profit after tax                                                       87.2                         113.9
                                                                                 Ordinary shares in issue at period end (m)*                                      824.7                        793.6
                                                                                 Effect of dilutive potential ordinary share conversion (m)                       3.5                          3.9
                                                                                 Effect of dilutive potential ordinary share conversion from ECP transaction      13.8                         235.0
                                                                                 (m)
                                                                                 Number of ordinary shares for the purposes of pro forma earnings per share       842.0                        1,032.5
                                                                                 (m)
                                                                                 Pro forma basic EPS (pence)**                                                    10.6                         11.0
                                                                                 Pro forma diluted EPS (pence)                                                    10.4                         11.0
                                                                                 * The 2025 EPS is calculated using the weighted average number of shares, as
                                                                                 no pro forma results are applicable. The 2024 pro forma EPS used shares in
                                                                                 issue at 30 June 2024.

                                                                                 **Pro forma underlying EPS in 2024 is presented only with the inclusion of the
                                                                                 dilutive impact.
 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             30 June 2025                 31 December 2024
                                                                                 attributable to third-party investors)
£m
£m
                                                                                 Total non-current assets                                                         1,695.1                      1,791.0
                                                                                 Less: investments held by third parties                                          (187.7)                      (143.4)
                                                                                 Add: investment in CLOs on a non-consolidated basis                              149.3                        117.7
                                                                                 Non-current assets (excluding third-party CLO assets and investments             1,656.7                      1,765.3
                                                                                 attributable to third-party investors)
 Current assets (excluding third-party CLO assets and other assets attributable  Calculated by excluding consolidated third-party CLO current assets and other
 to third-party investors)                                                       assets attributable to third-party investors from total current assets as
                                                                                 defined by IFRS.
                                                                                 Current assets (excluding third-party CLO assets)                                30 June 2025                 31 December 2024

£m
£m
                                                                                 Total current assets                                                             2,908.4                      2,303.9
                                                                                 Less: consolidated CLO assets                                                    (2,518.7)                    (1,978.2)
                                                                                 Less: consolidated CLO cash                                                      (83.6)                       (69.0)
                                                                                 Less: other assets attributable to third-party investors                         (2.3)                        -
                                                                                 Current assets (excluding third-party CLO assets)                                303.8                        256.7
 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   30 June 2025                 31 December 2024
                                                                                 attributable to third-party investors)
£m
£m
                                                                                 Total non-current liabilities                                                    3,011.2                      2,495.6
                                                                                 Less: liabilities held by third party investors                                  (140.2)                      (110.6)
                                                                                 Less: fair value of consolidated CLO liabilities                                 (2,229.8)                    (1,696.2)
                                                                                 Non-current liabilities (excluding third-party CLO liabilities and liabilities   641.2                        688.8
                                                                                 attributable to third party investors)
 Current liabilities                                                             Calculated by excluding consolidated third-party CLO current liabilities from

(excluding third-party CLO liabilities)                                        total current liabilities as defined by IFRS.
                                                                                 Current liabilities (excluding third-party CLO liabilities)                      30 June 2025                 31 December 2024

£m
£m
                                                                                 Total current liabilities                                                        426.7                        408.1
                                                                                 Less: consolidated CLO liabilities                                               (16.7)                       (20.6)
                                                                                 Less: consolidated CLO purchases awaiting settlement                             (206.5)                      (212.7)
                                                                                 Current liabilities (excluding third-party CLO liabilities)                      203.5                        174.8

 

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

 

 

 

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