REG - HarbourVest Global - Annual Financial Report
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RNS Number : 9588F HarbourVest Global Priv. Equity Ltd 28 May 2026
28 May 2026
HARBOURVEST GLOBAL PRIVATE EQUITY LIMITED
("HVPE" or the "Company")
RESULTS FOR THE 12 MONTHS ENDED 31 JANUARY 2026
Navigating market complexity with discipline, performance and purpose
Accelerated capital returns and strengthened shareholder alignment
HarbourVest Global Private Equity Limited ("HVPE" or the "Company"), a FTSE
250 investment company with global exposure to private companies, managed by
HarbourVest Partners, today announces its audited results for the 12 months
ended 31 January 2026.
Highlights
Resilient performance
· Net Assets of $4.3bn (2025: $4.0bn)
· NAV per Share Return ($) +9.7% (2025: +7.3%)
· Share Price Return (£) +13.6% (2025: +19.2%)
· Discount to NAV (£) reduced from 35% to 26%
· Realisations of $435 million (2025: $382 million), with over
two-thirds occurring in the second half of the year
· Weighted Average Uplift to Pre‑Transaction Carrying Value 22%
(2025: 37%)
January 2025 initiatives delivering returns for investors
· Increased Distribution Pool resulted in $88 million being returned to
investors via buybacks
· Separately Managed Account ("SMA") investment structure providing
increased control, flexibility and reduced look-through gearing
· Announced a targeted asset sale at a blended discount of 6% to NAV
generating proceeds of approximately $299 million
· Upcoming Continuation Vote will provide all shareholders with a say
in HVPE's future
Further initiatives announced in April 2026 to accelerate capital returns
· Distribution Pool expanded with 100% of secondary sale proceeds
allocated to the Pool for the remainder of 2026; Distribution Pool cap
suspended
· At least $500 million (c.12% of NAV) to be distributed to
shareholders during 2026, comprising a proposed $400 million tender offer and
continued share buybacks
· Framework established to return approximately 5-10% of NAV annually
until the next Continuation Vote, to be held no later than July 2029
· Formal twice-yearly portfolio liquidity reviews introduced by the
HVPE Investment Committee
· Further investment commitments paused for the remainder of 2026
Engaged Board
· $88 million (£67 million) deployed to buy back shares, boosting NAV
per share by 1.4%
· Total of $252 million worth of shares has been bought back since
September 2022, adding 5.9% to NAV per share
· Numerous direct meetings with shareholders, engaging with investors
globally
· Externally facilitated Board performance review completed during the
year - occurs every three years
· Board succession: Francesca Barnes to step down as Senior Independent
Director ("SID") at the July 2026 AGM after nine years of service; Alan Devine
was appointed a Non Executive Director on 14(th) May 2026 and will then take
up the role of SID with effect after the AGM
· Annual Capital Markets Day taking place in person on the afternoon of
Thursday, 11 June 2026, in London. Register using the link below:
https://pages.harbourvest.com/2026_Q2_HVPE_Capital_Markets_Day_Registration.html
(https://pages.harbourvest.com/2026_Q2_HVPE_Capital_Markets_Day_Registration.html)
· Annual General Meeting to be held in Guernsey at 13:00 BST on
Wednesday, 15 July 2026
Unlocking exceptional private market opportunities in a transforming landscape
· Global Private Equity exit value rose 50% in 2025 to $1.3 trillion,
the second highest year on record, providing grounds for optimism
· Secondary market volume reached record levels, and GPs hold
approximately $2.2 trillion of dry powder, creating conditions that could
catalyse an uplift in deal activity
· HVPE's diversified global portfolio, with no single holding exceeding
1.6% of NAV, is well positioned to benefit from a broad-based recovery in
private market exit activity
· The Board and the Manager believe that HVPE's structure, scale and
long-term track record position the Company well for the future, with the
portfolio expected to remain resilient through periods of short-term
volatility
Ed Warner, Chair of HVPE, commented:
" HVPE has delivered another year of strong performance, with a 9.7% increase
in NAV per share and a 13.6% rise in the share price. These results, combined
with our decisive actions to enhance capital returns and narrow the discount,
underscore the Board's commitment to acting in the best interests of all
shareholders.
"The initiatives we have implemented during and since the year end represent
the most comprehensive programme of capital returns in the listed private
equity fund-of-funds sector. We expect to distribute at least $500 million to
shareholders during 2026, alongside a clear framework for ongoing returns of
5-10% of NAV annually.
"As we approach the Continuation Vote at the July AGM, the Board is unanimous
in its support for continuation and is confident that HVPE's unique structure,
scale, and long-term track record make it a compelling platform for accessing
private markets. I would like to thank all shareholders for their continued
support."
Annual Report and Accounts
To view the Company's Annual Report and Accounts please visit HVPE's website:
https://www.hvpe.com/insights-reports/reports-presentations/
(https://www.hvpe.com/insights-reports/reports-presentations/) . Page number
references in this
announcement refer to pages in this report. The Annual Report and Accounts
will also shortly be
available on the National Storage Mechanism, which is situated at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The HVPE team is here to discuss any questions you may have, so please do not
hesitate to contact Richard Hickman or Stephanie Hocking using the contact
details below.
- ENDS -
LEI: 213800NBWV6WWV8TOL46
Enquiries:
Shareholders
HarbourVest Partners
Richard Hickman Tel: +44 (0)20 7399 9847 rhickman@harbourvest.com (mailto:rhickman@harbourvest.com)
Stephanie Hocking Tel: +44 (0)20 7399 9834 shocking@harbourvest.com (mailto:shocking@harbourvest.com)
Peel Hunt (Joint Broker)
Luke Simpson / Tel: +44 (0)20 7418 8900 luke.simpson@peelhunt.com (mailto:shocking@harbourvest.com)
Huw Jeremy (Investment Banking) huw.jeremy@peelhunt.com (mailto:huw.jeremy@peelhunt.com)
Alex Howe / alex.howe@peelhunt.com (mailto:alex.howe@peelhunt.com)
Ed Welsby (Sales) ed.welsby@peelhunt.com (mailto:ed.welsby@peelhunt.com)
Winterflood Investment Trusts (Joint Broker)
Neil Morgan / Tel: +44 (0) 20 3100 0000 neil.morgan@winterflood.com (mailto:neil.morgan@winterflood.com)
Joe Winkley (Corporate Finance) joe.winkley@winterflood.com (mailto:joe.winkley@winterflood.com)
Hugh Middleton hugh.middleton@winterflood.com (mailto:hugh.middleton@winterflood.com)
Darren Willis (Sales) darren.willis@winterflood.com (mailto:darren.willis@winterflood.com)
Media HVPE@camarco.co.uk (mailto:HVPE@camarco.co.uk)
Camarco
Billy Clegg
Jennifer Renwick
Amrith Uppuluri
HarbourVest Partners media@harbourvest.com (mailto:media@harbourvest.com)
Notes to Editors:
About HarbourVest Global Private Equity Limited:
HarbourVest Global Private Equity Limited ("HVPE" or the "Company") is a
Guernsey-incorporated, closed-end investment company which is listed on the
Main Market of the London Stock Exchange and is a constituent of the FTSE 250
index. HVPE is designed to offer shareholders long-term capital appreciation
by investing in a private equity portfolio diversified by geography, stage of
investment, vintage year, and industry. The Company invests in and alongside
HarbourVest-managed funds which focus on primary fund commitments, secondary
investments and direct co-investments in operating companies. HVPE's
investment manager is HarbourVest Advisers L.P., an affiliate of HarbourVest
Partners, LLC, an independent, global private markets asset manager with over
43 years of experience.
About HarbourVest Partners, LLC:
HarbourVest is an independent, global private markets firm with over 43 years
of experience and $161 billion of assets under management as of December 31,
2025. Our interwoven platform provides clients access to global primary funds,
secondary transactions, direct co-investments, real assets and infrastructure,
and private credit. Our strengths extend across strategies, enabled by our
team of more than 1,200 employees, including more than 230 investment
professionals across Asia, Europe, and the Americas. We partner strategically
and plan our offerings innovatively to provide our clients with access,
insight, and global opportunities.
This announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any Shares. In particular, this announcement does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United States or to
US Persons (as defined in Regulation S under the US Securities Act of 1933, as
amended ("US Persons")). Neither this announcement nor any copy of it may be
taken, released, published or distributed, directly or indirectly to US
Persons or in or into the United States (including its territories and
possessions), Canada, Australia or Japan, or any jurisdiction where such
action would be unlawful. Accordingly, recipients represent that they are able
to receive this announcement without contravention of any applicable legal or
regulatory restrictions in the jurisdiction in which they reside or conduct
business. No recipient may distribute, or make available, this announcement
(directly or indirectly) to any other person. Recipients of this announcement
should inform themselves about and observe any applicable legal requirements
in their jurisdictions.
The Shares have not been and will not be registered under the US Securities
Act of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States
and, accordingly, may not be offered, sold, resold, transferred, delivered or
distributed, directly or indirectly, within the United States or to US
Persons. In addition, the Company is not registered under the US Investment
Company Act of 1940, as amended (the "Investment Company Act") and
shareholders of the Company will not have the protections of that act. There
will be no public offer of the Shares in the United States or to US Persons.
This announcement has been prepared by the Company. No liability whatsoever
(whether in negligence or otherwise) arising directly or indirectly from the
use of this announcement is accepted and no representation, warranty or
undertaking, express or implied, is or will be made by the Company, the
Investment Manager or any of their respective directors, officers, employees,
advisers, representatives or other agents ("Agents") for any information or
any of the opinions contained herein or for any errors, omissions or
misstatements. None of the Investment Manager nor any of their respective
Agents makes or has been authorised to make any representation or warranties
(express or implied) in relation to the Company or as to the truth, accuracy
or completeness of this announcement, or any other written or oral statement
provided. In particular, no representation or warranty is given as to the
achievement or reasonableness of, and no reliance should be placed on any
projections, targets, estimates or forecasts contained in this announcement
and nothing in this announcement is or should be relied on as a promise or
representation as to the future.
Other than as required by applicable laws, the Company gives no undertaking to
update this announcement or any additional information, or to correct any
inaccuracies in it which may become apparent and the distribution of this
announcement. The information contained in this announcement is given at the
date of its publication and is subject to updating, revision and amendment.
The contents of this announcement have not been approved by any competent
regulatory or supervisory authority.
This announcement includes statements that are, or may be deemed to be,
"forward looking statements". These forward looking statements can be
identified by the use of forward looking terminology, including the terms
"believes", "projects", "estimates", "anticipates", "expects", "intends",
"plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or
"continue" or, in each case, their negative or other variations or comparable
terminology. These forward looking statements include all matters that are not
historical facts and include statements regarding the intentions, beliefs or
current expectations of the Company. By their nature, 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 and may be
beyond the Company's ability to control or predict. Forward looking statements
are not guarantees of future performance. More detailed information on the
potential factors which could affect the financial results of the Company is
contained in the Company's public filings and reports.
All investments are subject to risk. Past performance is no guarantee of
future returns. Prospective investors are advised to seek expert legal,
financial, tax and other professional advice before making any investment
decision. The value of investments may fluctuate. Results achieved in the past
are no guarantee of future results.
This announcement is issued by the Company, whose registered address is BNP
Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA
© 2026 HarbourVest Global Private Equity Limited. All rights reserved.
chair's statement
As we reflect on HVPE's year ended 31 January 2026, I am delighted to report
another year of good performance, underscoring the resilience of our model and
the quality of our portfolio. Despite a complex global environment, HVPE has
continued to deliver value for shareholders, achieving a 10% increase in Net
Asset Value ("NAV") per share in dollar terms and a 14% rise in share price in
sterling terms. This strong short-term performance builds on HVPE's impressive
long-term track record: on a ten-year view, HVPE has delivered a 255% increase
in NAV per share in dollar terms and a 260% rise in share price in sterling
terms. These results reaffirm our commitment to the Company's objective to
generate superior shareholder returns through long-term capital appreciation
by investing primarily in a diversified portfolio of private markets
investments.
HVPE democratises access to private equity, offering a unique opportunity for
investors of all sizes to participate in this dynamic asset class which
otherwise remains inaccessible to many. Private markets have historically
delivered superior long-term returns compared to public markets, driven by
their ability to access high-growth companies earlier in their lifecycle and
to benefit from active management strategies. Investors can gain ownership of
cutting-edge companies in sectors such as fintech, artificial intelligence,
and space technology - companies that are often private for years before
becoming household names.
Through our closed-ended structure, we provide daily liquidity without the
constraints of forced sales, enabling long-term investment planning, efficient
capital allocation and broad diversification. These attributes, combined with
our scale and liquidity, position HVPE as a market-leading vehicle for
accessing private equity opportunities.
Over the past year, we have undertaken several initiatives to enhance
shareholder value and simplify our investment structure, all of which have
positively contributed to narrowing the discount(1) to NAV at which the
Company's shares trade. These include increasing share buybacks by enhancing
the Distribution Pool allocation from 15% to 30% of gross realisations, and
introducing a Separately Managed Account ("SMA") to streamline HVPE's
investment structure. In addition, in December, we announced an asset sale at
a blended discount of 6% to NAV, which is expected to generate proceeds of
$299 million. The sale will generate substantial liquidity for shareholders
which will be returned via a share tender in the autumn.
These initiatives were not undertaken in isolation. They formed part of a
deliberate and coordinated approach by the Board to simplify HVPE's structure,
improve capital flexibility, reinforce confidence in the Company's long-term
strategy and ultimately reduce the share price discount to NAV. In particular,
the introduction of the SMA gives HVPE greater control, improved flexibility
on investments and exits, reduced borrowing costs and improved optionality in
managing the portfolio over time - all of which come at no extra cost to HVPE.
Alongside the increased Distribution Pool allocation, these measures have
enhanced our ability to return capital to shareholders in a disciplined
manner, while continuing to support the long-term growth of the underlying
portfolio.
We recognise that private capital investment companies are more complex than
their public equity investment counterparts, and the Board has therefore
placed significant emphasis on clear communication and shareholder engagement
throughout the year. This has included targeted outreach to both institutional
and retail investors, and we remain committed to transparency, education and
constructive dialogue as we continue to execute our strategy.
These actions, alongside portfolio exit activity, have contributed to the
narrowing of our discount to NAV from 35% to 26% during the year. Feedback on
these initiatives has been overwhelmingly positive, and we remain committed to
maintaining the highest standards of governance and engagement. Over the past
year, the Board has held numerous direct meetings with shareholders, engaging
with investors from all over the world. We value these conversations and
remain steadfast in our commitment to acting in the best interests of all
shareholders.
During the year the Board constructively challenged the manager, HarbourVest
Partners, in a number of areas including, amongst other things, performance
attribution and capital allocation modelling. The Board was grateful for the
manager's flexibility and commitment to the introduction of the SMA at a very
competitive fee structure and we finished the financial year with continued
confidence in HarbourVest as our manager.
Subsequent to the year-end, and following extensive engagement with a broad
range of shareholders, the Board announced a further set of comprehensive
initiatives in April 2026 designed to accelerate capital returns, strengthen
governance and address the Company's persistently wide discount to NAV. These
measures build on the actions implemented during the year and reflect the
Board's assessment of market conditions, portfolio liquidity and shareholder
feedback. In taking these decisions, we have sought to strike an appropriate
balance between returning capital, maintaining balance sheet strength and
preserving the long‑term integrity of the portfolio.
Central to this programme is the material expansion of the Distribution Pool -
the mechanism the Board established in 2024 to provide a transparent and
sustainable framework for returning capital to shareholders. In 2025 we
doubled the allocation of natural portfolio gross cash realisations to the
Pool from 15% to 30%. For the remainder of 2026, we have gone further.
Subject to the Continuation Vote passing, all proceeds from secondary sales,
including the $299 million of proceeds generated from the asset sale announced
in December 2025, will be allocated in their entirety to the Pool, providing
substantially increased capacity for distributions. Additionally, we have
suspended the cap previously applied to the Pool balance, enabling it to
accumulate at a pace commensurate with the scale of returns we intend to
deliver. In total, the Board expects to distribute at least $500 million to
shareholders during 2026, equivalent to approximately 12% of estimated NAV.
This will comprise a proposed $400 million tender offer, which we plan to
launch in the Autumn at a discount of around 10% to NAV, alongside continued
share buyback activity. This would represent one of the largest single‑year
capital returns in the listed private equity fund‑of‑funds sector.
Beyond the current year, the Board has established a clear framework for
ongoing capital returns. We intend to distribute approximately 5-10% of NAV
annually until the next Continuation Vote, through a combination of periodic
tender offers and share buybacks. The Distribution Pool will continue to form
the basis for these annual allocations, with the Board retaining discretion to
calibrate the precise level each year by reference to balance sheet strength,
the prevailing discount to NAV, market conditions and the views of
shareholders. This framework is designed to provide shareholders with both
visibility and confidence that capital discipline will remain at the core of
the Board's strategy.
1 The discount is calculated based on the NAV per share available to
the market at the financial year end, that being the 31 December estimate,
converted to sterling at the prevailing GBP/USD foreign exchange ("FX") rate,
compared with the share prices on 31 January 2026 and 2025.
Alongside these capital measures, we have taken steps to enhance the
governance and oversight of the portfolio. The HVPE Investment Committee will
now conduct formal, twice‑yearly liquidity reviews of the Company's
holdings, with the explicit objective of identifying secondary market
transactions where a disposal would deliver a net benefit to HVPE's
shareholders. This complements the regular portfolio reviews already
undertaken by HarbourVest across its broader platform and formalises a process
that contributed to the successful $299 million asset sale announced during
the year at a blended discount of just 6% to NAV. This asset sale is both a
reflection of the Board's commitment to ensuring liquidity is generated
despite challenging market conditions, but also the Manager's strength in the
secondary market.
In addition, the Board has decided to pause all new commitments for the
remainder of 2026. While the Board and the Manager continue to believe that
regular new commitments are essential to optimising long‑term returns, this
pause reflects a deliberate and prudent approach to managing the Company's
near‑term cash requirements, including the proposed tender offer, while
maintaining balance sheet resilience.
Taken together, these new initiatives represent a decisive and co‑ordinated
response to the challenges facing the listed private equity sector. They are
designed to narrow the gap between the Company's share price and its
underlying value, reward shareholders for their patience and commitment, and
demonstrate that the Board is prepared to act with both ambition and
discipline. We are confident that these measures, combined with the actions
already implemented during the year, position HVPE well for the period ahead.
Governance and Board changes
At the forthcoming Annual General Meeting ("AGM") to be held in July, it is
intended that after nine years of service, Francesca Barnes, Senior
Independent Director ("SID"), will not offer herself for re-election. The
Board is enormously grateful to Francesca for her considered and astute
contributions; and her dedication to the Company throughout her tenure has
been greatly appreciated. The Board intends to appoint Mr Alan Devine as SID
with effect from the conclusion of the AGM. Alan Devine is an experienced
financial services executive and non-executive director with over 40 years'
experience, having held senior positions across private equity, transportation
and banking.
During the year, we undertook an externally facilitated review of the Board's
performance as part of our ongoing commitment to maintaining a high standard
of governance and effectiveness. All Directors contributed constructively to
the process, which provided valuable insights to inform the Board's continued
development and our priorities for the year ahead. Further details are
available on page 81.
Continued buyback activity
The Company continued to buyback shares and was active on 191 out of 252
trading days during the financial year. A total of $88 million (£67 million)
was deployed to buy back 2,414,511 shares, at an average price of £27.71. At
2.2% of opening NAV, buyback activity represented a meaningful capital
allocation during the year, boosting NAV per share by 1.4% with the share
buyback programme overall contributing 5.9% since its inception.
Portfolio cash flows, commitments and balance sheet
The Portfolio generated a net cash inflow of $54 million during the financial
year, with $381 million invested and $435 million received from realisations.
Whilst realisation activity remained relatively low by historical standards,
it is encouraging to see the Portfolio generate a net cash inflow for the
Company following three prior consecutive years of net investment. The cash
balance for HVPE at 31 January 2026 was $123 million which was in line with
the prior year figure. Despite the cash inflow from the Portfolio, the
Company's net debt increased to $447 million at 31 January 2026 (up from $357
million on 31 January 2025), due to share buybacks and operating expenses.
In August 2025 the Board and Manager finalised the terms of the new SMA
structure with the Company committing $125 million to be invested into
opportunities sourced during 2025. Additionally, $250 million was committed to
the SMA to be deployed into investments sourced during 2026.
Outlook
Looking ahead, and given the extent of our geographic, sector and company
diversification, we are cautiously optimistic about the private equity
markets. While challenges persist, we are encouraged by the increasing number
of transactions in our portfolio, which we view as a leading indicator of
improving cash realisations. HVPE is well-positioned to capitalise on these
opportunities, supported by the strength of our structure, the quality of our
underlying managers, and the depth of our portfolio.
Continuation Vote
We are relentlessly focused on delivering for our shareholders. We welcome
shareholder engagement, and the upcoming Continuation Vote at the July AGM
will offer shareholders the opportunity to opine on a structure that has
consistently delivered long-term value. HVPE is he first in our sub-sector to
introduce this mechanism, and we are proud to offer shareholders the chance to
vote on the continuation of the Company in its current form. The Board has
decided to build on this leading position by pledging that a further
Continuation Vote will be held no later than July 2029, ensuring that
shareholders continue to have an opportunity to reflect on the success of the
Company. The Board is unanimously in favour of continuation and will vote its
shares accordingly.
As we approach the Continuation Vote, we believe HVPE's unique structure,
scale, liquidity levels and performance track record make it a leading
platform for enabling all shareholders to access the private equity asset
class. Indeed, HVPE provides investors with the largest, deepest liquidity
opportunity in the London stock market in our sub-sector. Your Board firmly
believes HVPE should continue, given the superior returns delivered for
investors not just in the 2026 financial year, but over the long term.
The Board have continued to return meaningful capital to shareholders
following the year-end(1), deploying $71 million (£53 million) to buy back
1.7 million shares. The positive momentum seen in the share price has also
continued, with the share price increasing by 4.5% after the year-end to close
at £32.75.
Thank you for your continued support.
Ed Warner
Chair
27 May 2026
1 Post year-end figures are reported to 22 May 2026.
Investment Manager's Review
In this section, Richard Hickman, Managing Director, who is responsible for
the day-to-day management of the Company and a member of the HVPE Investment
Committee, reflects on the financial year and shares his outlook. Richard
joined HarbourVest in 2014 and has a total of 20 years' experience in the
listed private equity sector.
Introduction
After a prolonged period of macroeconomic uncertainty, global financial
markets showed signs of stabilisation during 2025. The easing cycle initiated
by central banks gathered momentum as inflation continued to moderate across
major economies. Over the course of the year, interest rates were reduced in
both the US and Europe, supporting an improvement in financing conditions and
investor confidence. While geopolitical tensions and policy uncertainty
persisted, market sentiment improved as the year progressed, with equity
markets delivering strong returns. By the year‑end, leading equity indices
were trading at, or close to, historical highs, reflecting renewed optimism
around growth prospects and the outlook for interest rates. The growth in
valuations in public markets was mirrored selectively in private markets,
predominantly in the mega cap and AI spaces.
The strong performance of public equity markets by year-end came depsite
considerable volatility in the interim. In April 2025, the announcement of new
US trade tariffs introduced a renewed source of macroeconomic and geopolitical
risk, triggering a sharp public market sell-off and temporary pause in global
M&A activity. While equity markets recovered through the second half of
the year as policy clarity improved and rate cuts resumed, elevated
uncertainty continued to influence investor behaviour. At the same time, rapid
advances in AI continued to attract significant investor interest, reflecting
its potential to boost productivity while also raising concerns around the
pace of technological development relative to regulatory oversight. Despite
these destabilising influences, global M&A dealmaking expanded rapidly in
the second half of 2025, taking the total to $4.7 trillion(1), 43% above 2024
and a level only surpassed by the record seen in 2021.
Private market investors entered 2026 feeling optimistic that the selective
recovery of 2025 may broaden out across transaction sizes and sectors, aided
by an expectation of falling inflation and lower interest rates. However,
fears surrounding the impact of AI on the business models of software
companies weighed negatively on investor sentiment, leading to a broad-based
software company sell-off in equity markets. This fear also penetrated the
private credit market. Several high‑profile "semi‑liquid" private credit
funds experienced redemption requests in excess of their quarterly limits, as
investors responded to growing concerns over the creditworthiness of portfolio
companies potentially threatened by AI. Furthermore, the outbreak of the war
in Iran led to a spike in global energy prices and a re-emergence of concerns
over inflationary pressures and the potential for central banks to tighten
monetary policy once again.
Looking forward to the remainder of 2026 it appears that uncertainty will be a
significant factor impacting the investment landscape once again. This
uncertainty is both at the macroeconomic level, as the Middle East crisis
continues to unfold and at the individual company level, as some companies
harness the power of AI wheras others see their business models threatened by
it.
Private markets industry
Even though the mid-year disruption caused by the US government's April 2025
tariff announcements had a temporary destabilising impact, deal activity
accelerated significantly during the second half of 2025, with private equity
exit value increasing by 50% over the prior year to $1.3 trillion(2),
representing the second highest year after the peak seen in 2021. The growth
in exit activity was driven by a substantial increase in "megadeals", which
are deals worth over $1 billion. This is evident when looking at the increase
in the number of exits in the year, which grew substantially less than the
increase in value at only 6%(3). This increase in mega cap transactions was
fuelled by large-scale consolidation due to a more accommodative antitrust
environment in the US coupled with a decline in interest rates. Whilst the
growth of exit activity in the smaller transaction space was more modest
during 2025, the recovery of larger scale transactions provides some signs for
optimism that other areas of the market may open up once uncertainty begins to
abate.
1 Source: McKinsey & Company, "2026 M&A Trends",February
2026
2 Source, Pitchbook, "2025 Annual Global PE First Look" January 6
2026
3 Source, Pitchbook, "2025 Annual Global PE First Look" January 6
2026
Investment activity rebounded as markets recovered from the temporary tariff
disruption, increasing by 32% over the prior year to $1.5 trillion(1). Like
exit activity, investment activity was particularly focused in the larger cap
space with "mega venture" transactions becoming increasingly prominent in the
market with new record transaction sizes and company valuations being reached.
Prominent mega venture transactions in the year included a $40 billion raise
by OpenAI in March 2025(2), the largest private financing round ever
completed. A secondary share tender in December 2025 for SpaceX valued the
company at $800 billion, a new record at the time for the most valuable
private company ever, which has subsequently been surpassed by further
increases as the company reportedly looks to IPO this summer(3).
Public-to-private ("P2P") transactions, those where companies leave public
markets to undergo significant transformations with private equity partners,
were also a key focus in 2025. The $55 billion take private of Electronic Arts
during the year, by a consortium comprising PIF, Silver Lake and Affinity
Partners, marked the largest buyout deal ever(4).
The relatively narrow based nature of the recovery in exits meant many Limited
Partners ("LPs") continued to face the liquidity constraints that have been a
feature of the private equity market since 2022. Both LP‑led and GP‑led
transactions reached new record levels during 2025 of $125 billion and $115
billion respectively(5), reflecting the growing use of secondaries as a
portfolio management and liquidity tool. LPs increasingly utilised secondaries
to actively manage exposures and pacing, while GPs made greater use of
continuation vehicles to generate liquidity from mature assets while retaining
partial exposure to future upside. This drove secondary market volume to $240
billion, surpassing the record $162 billion that was reached in 2024(6).
Although secondary transactions remain a relatively small proportion of
overall private market asset turnover, the scale of activity and continued
innovation in transaction structures highlight the expanding role of
secondaries within the private markets ecosystem and the significant potential
for further growth over time.
1 Source: PitchBook as of December 31, 2025
2 Source: CNBC, OpenAI closes $40 billion funding round, record for
private tech deal
3 Source: Reuters, "SpaceX files for IPO, sources say, offering
investors stake in Musk's space ambitions"
4 Source: NY Times, "$55 Billion Deal for Electronic Arts Is Biggest
Buyout Ever"
5 Source: Jefferies, "Global Secondary Market Review", January 2026
6 Source: Jefferies, "Global Secondary Market Review", January 2026
Trends by region
The recovery in private market activity accelerated further in 2025, although
momentum and market dynamics continued to vary meaningfully by region.
In the US, private equity activity strengthened materially over the course of
the year. Total deal value of $1.2 trillion(1) exceeded $1 trillion for only
the second time on record, supported by a pronounced rebound in large-scale
transactions and a more accommodative financing environment as interest rates
moved lower. Exit activity also improved sharply, with total exit value rising
90% on the prior year to $728 billion(2), driven by a combination of
sponsor‑to‑sponsor transactions, renewed strategic buyer appetite, and a
reopening of the IPO market. Public listings by PE‑ and VC‑backed
companies increased in both number and value, although post‑IPO performance
remained mixed, reinforcing a continued preference among sponsors for
selective and well‑timed exits rather than broad-based public market
re‑entry. Venture capital activity remained highly concentrated, with
capital flowing disproportionately to large, late‑stage financings in
sectors aligned with AI, data infrastructure, fintech, and defence‑related
technologies. While overall venture liquidity improved compared to prior
years, exit value remained reliant on a relatively small number of
transactions, underscoring the uneven nature of the recovery.
European private equity recorded a landmark year in 2025, with deal activity
reaching record levels of €645 billion(3) as lower borrowing costs and
improved macroeconomic visibility supported a resurgence in sponsor
confidence. Buyout deal values and volumes increased meaningfully, with
megadeals once again accounting for a substantial share of total activity,
levels last seen during the 2021-22 period. US investors played an
increasingly prominent role, particularly in larger transactions, reflecting
Europe's continued attractiveness as a source of relative value and
diversification. Exit activity in Europe showed clear signs of improvement,
especially in the second half of the year, with total exit value rising 10% on
2024 to €302 billion and holding periods beginning to stabilise to 5.8
years, down from 6.6 years in 2024(4), after several years of extension.
However, despite this progress, exit markets remained structurally
constrained, with IPOs continuing to play a limited role relative to
sponsor‑to‑sponsor and secondary transactions. Fundraising slowed after
two consecutive record years, falling by 45% year-on-year to €81 billion(5),
reflecting weaker distributions and tighter capital conditions, with capital
increasingly concentrated among established managers and middle‑market
strategies attracting sustained investor interest. Additionally, a lack of
raising in the megafund space (funds above €5 billion) also contributed to
the slowdown in the year.
Private equity and venture activity across Asia‑Pacific remained resilient
in 2025, although conditions varied significantly by country. Total investment
levels of $172 billion(6) were broadly stable compared with the prior year,
supported by continued strength in Japan and India, alongside selective large
transactions in China. India emerged as the region's most active exit market,
underpinned by a robust domestic IPO environment and strong participation from
local investors, while Japan continued to benefit from corporate reform and an
increasing willingness among corporates to pursue carve‑outs and strategic
divestments. Venture capital activity across the region remained focused on
later‑stage opportunities, particularly in technology‑enabled services,
healthcare, and AI‑related applications. While near‑term activity was
periodically disrupted by geopolitical uncertainty and trade‑related
volatility, the region's long‑term fundamentals remain supportive. Rising
disposable incomes, expanding domestic capital markets, and ongoing
technological adoption continue to create attractive opportunities for
experienced managers with local presence and sector expertise.
1 Source: Pitchbook, "2025 Annual US PE Breakdown, January 2026
2 Source: Pitchbook, "2025 Annual US PE Breakdown, January 2026
3 Source: Pitchbook, "2025 Annual European Breakdown", January 2026
4 Source: Pitchbook, "2025 Annual European Breakdown", January 2026
5 Source: Pitchbook, "2025 Annual European Breakdown", January 2026
6 Source, Pitchbook, "2025 Annual Global PE First Look", total
includes Asia and Oceania regions, January 2026
Investment Manager's Report
A summary of HVPE's year
Distributions and announced secondary sale
Whilst the PE industry saw a substantial pick-up in exit volume, HVPE's
portfolio saw a more modest increase in the year to January 2026. This can be
attributed to HVPE's portfolio being more heavily weighted to smaller
companies which saw a lower increase in transaction volume globally than in
the mega cap space. During the year, portfolio realisations totalled $435
million, representing a 14% increase on the prior year and a realisation rate
of 10% of the opening portfolio value. Although the realisation rate remained
lower than the prior five-year average realisation rate of 15% of opening
portfolio value, it is encouraging that the second half of the year showed a
marked progression in the pace of realisations, with the $292 million received
in the second half being over double that of the amount realised in the first
half ($142 million).
In December 2025 we announced the sale of five HarbourVest fund positions at a
blended discount of 6% to the 30 June 2025 NAVs. This transaction demonstrates
HVPE's proactive approach to portfolio management and our commitment to
delivering long-term value for shareholders. The proceeds from this secondary
sale are due to be received in two tranches post year-end in 2026 and so do
not form part of the current year realisations figure. The secondary sale
benefited from the breadth and reach of the wider HarbourVest platform, was
executed anonymously to protect value, and proved well-timed given a degree of
subsequent softening in secondary market pricing.
As announced in April 2026 as one of the shareholder initiatives, the HVPE
Investment Committee will introduce a formalised twice-yearly liquidity review
of HVPE's portfolio. This will have the objective of completing other similar
transactions in the future, where such transactions are expected to deliver a
net benefit to HVPE shareholders.
The first year of investing through the SMA structure
A $125 million commitment to the new SMA structure was made in August 2025.
This marked a significant milestone in the Company's transition to its new
investment model and reflects HVPE's ongoing commitment to building a
diversified global private equity portfolio, with a balanced approach across
investment strategies, stages, and geographies. The underlying allocations for
this commitment consisted of primaries and direct co-investments identified
during the 2025 calendar year. The benefits of the SMA include a reduction in
HVPE's debt exposure over time as well as greater flexibility over investment
pacing and portfolio liquidity.
A $250 million commitment to the SMA was made in December 2025 with the
intention that this is allocated to underlying investments during the 2026
calendar year. This commitment will be invested in line with our medium-term
goal of moving the portfolio gradually towards our Strategic Asset Allocation
("SAA"). Following the 2025 annual review of HVPE's SAA targets, the Board
approved two stage level changes recommended by the HVPE Investment Committee
which were to decrease the allocation for InfRA and Credit from 15% to 12% and
to increase the Buyout target from 55% to 58%.
Outlook
Looking ahead to the remainder of 2026, there are risks posed to private
markets but also potential opportunities, particularly for established
managers with long-term track records of investing through cycles.
While public markets have reacted sharply to the perceived threat that AI may
pose to incumbent software companies, we remain confident in the resilience of
the portfolio and in the depth of experience of our underlying managers in
navigating periods of technological change. Based on the analytical work that
we have carried out on our underlying software companies so far, which account
for 28% of our portfolio, we believe that very few of our underlying companies
are at a high risk of disruption from AI. Where AI-related risks have been
identified, these are primarily valuation‑driven rather than operational in
nature. Risks to end‑markets and day‑to‑day trading performance are
generally limited, due to the mission‑critical nature of many portfolio
companies' products and services, which typically require high levels of
accuracy and determinism and are deeply embedded within customers' operations,
making switching providers both costly and complex.
It is important to note that while the public market selloff was broad across
all software companies, not all software will be disrupted by AI. We also see
opportunities for incumbents to expand monetisation and enhance products as
they introduce more personalised and autonomous workflows. As an investor in
venture/growth and buyout, HVPE has exposure to companies looking to disrupt
industries by harnessing the power of AI technology, so parts of our portfolio
may be poised to benefit from this dynamic, helping to offset any challenges
in other areas.
Looking ahead, geopolitical uncertainty will continue to be a key investor
concern, with the full first and second order effects of the Middle East
conflict yet to be felt. We believe that the benefits of the private equity
model come into their own during uncertain times. Taking a long-term view on
investment allows managers to focus on the fundamental qualities of strong
businesses and prioritise these against short-term fluctuations in market and
macro conditions that may weigh more heavily on the views of public market
investors.
Market indicators during 2025 point to a measured improvement in private
markets conditions, providing some grounds for cautious optimism as the
industry looks ahead to 2026 and beyond. Private capital activity across the
US and Europe showed signs of stabilisation over the year, with capital
increasingly directed towards larger, high‑conviction transactions,
particularly in AI and related infrastructure. While this concentration
reflects continued investor selectivity, it also highlights sustained demand
for high‑quality assets in structurally attractive sub‑sectors, which
could broaden across private markets should macroeconomic conditions moderate.
There is also growing evidence that the prolonged period of subdued
transaction activity has helped narrow the gap between buyers' and sellers'
valuation expectations. GPs of newer vintage funds continue to hold
significant levels of dry powder with levels at around $2.2 trillion(1) as at
31 December 2025, while more mature fund vintages are under increasing
pressure to generate exits and return liquidity to limited partners with hold
periods of portfolio companies extending to six years(2). Taken together,
these dynamics could help catalyse an uplift in private market exit activity.
If this occurs, we believe the portfolio is well-placed to benefit from a
broad‑based recovery in exit activity across private markets.
A rise in exit activity would enhance liquidity, supporting both share
buybacks and the ability to reinvest in compelling new opportunities.
Maintaining a disciplined approach to reinvestment, while ensuring balanced
exposure across different vintage years, is essential for the listed private
equity sector's capacity to deliver long-term value to investors. Moreover, as
private market exits are typically achieved at robust uplifts to GP valuation
marks, increased exit activity should help to address lingering concerns
around valuations, which have contributed to the sustained wide discounts in
the listed private equity sector in recent years.
The nature of private markets investing means that long‑term performance is
the most appropriate measure of success. HVPE continues to demonstrate a
strong long‑term track record, delivering a compound US dollar NAV return of
13.5% per annum over the ten years ended 31 January 2026. Unlike public equity
markets, where returns have become increasingly concentrated in a small number
of large technology‑focused companies, HVPE's performance has been driven by
a highly diversified portfolio with exposure across a wide range of sectors,
geographies and strategies, reducing concentration risk at the individual
company level. This diversified approach has supported resilient performance
through varying market conditions.
As investment manager, HarbourVest draws on decades of experience in private
markets and remains a strong advocate for the benefits of disciplined,
long‑term investing through economic cycles. Since HVPE's inception in 2007,
the Company has delivered strong absolute and relative outcomes for
shareholders, including annualised double‑digit US dollar NAV growth of
10.3% and annualised sterling share price growth of 10.6%. HVPE provides
access to the growth potential of more than 14,000 private companies through a
globally diversified portfolio that HarbourVest believes is well positioned to
continue delivering long‑term value. We therefore strongly encourage
shareholders to vote in favour of the continuation of HVPE at the upcoming
AGM, allowing them to remain invested in the unique long‑term value creation
strategy that has supported HVPE's growth into one of the largest and most
liquid listed private markets investment companies on the London Stock
Exchange today.
Richard Hickman
Managing Director
1 Source: McKinsey & Company, "2026 M&A Trends", February
2026
2 Source: McKinsey & Company, "2026 M&A Trends", February
2026
NAV per Share - 12 months to January 2026
HVPE's NAV per share increased by 9.7% (or $5.23) in the 12 months to 31
January 2026, ending the financial year at $59.40. The FTSE All-World TR Index
(in US dollars), increased by 22.8% in the same period.
Over the long term, HVPE's NAV per share return has been strong. The 31
January 2026 figure of $59.40 is 65% higher than the NAV per share figure
reported five years earlier (31 January 2021: $35.97) and over
three-and-a-half times the respective figure ten years earlier (31 January
2016: $16.75). As a reminder, these figures are net of all fees and costs.
HVPE remains well diversified by sector, which we believe is key to achieving
consistently strong returns from a private markets portfolio. As at 31 January
2026, no single company represented more than 1.6% of the Investment Portfolio
value (31 January 2025: 2.2%), helping to mitigate company-specific risk. The
top 100 companies in the portfolio represented 28% of total value (31 January
2025: 29%), while the top 1,000 companies represented 81% (31 January 2025:
81%).
The portfolio delivered value growth of 10.0% over the 12 months. The primary
portfolio was the best performing strategy in percentage terms, delivering
value growth of 12.2% over the 12 months. This compared with growth of 8.1%
for secondaries and 7.4% for direct co-investments. Geographically, North
America, Europe and Asia categories all saw growth at 8.2%, 18.3% and 6.6%
respectively, while the Rest of the World saw a decline (-2.0%). Looking at
stages, the Mezzanine and InfRA portfolio was the strongest performer, growing
14.4% in the 12 months ended 31 January 2026. Buyout and Venture & Growth
Equity stage assets also grew, recording gains of 8.8% and 11.5% respectively.
As at 31 January 2026, HVPE held investments in 61 HarbourVest funds and 16
secondary co-investments(1) (compared with 61 and 16 respectively at 31
January 2025) in addition to investments held in the SMA vehicle which was
formed during the year. Of the HarbourVest fund investments, the largest fund
contributors to NAV per share movement in absolute terms during the 12 months
to 31 January 2026 are described below:
• HIPEP IX, an international multi-strategy fund of funds, was the
largest contributor to NAV per share, adding $0.49 over the reporting period.
With a vintage year of 2020, this fund is in its growth phase. The increase
came predominately from unrealised gains.
• Fund XI Venture, a US-focused venture fund of funds, was the
second-largest contributor over the reporting period, adding $0.45 to NAV per
share. With a vintage year of 2018, this fund is in its growth phase. The
increase came predominately from unrealised gains.
• Dover Street XI, a global multi-stage secondary fund, was the
third-largest contributor, adding $0.34 to NAV per share. With a vintage year
of 2022, this fund is in its investment phase. The increase came predominantly
from unrealised gains.
• Fund XII Buyout, a US-focused buyout fund of funds, was the
fourth-largest contributor over the reporting period, adding $0.33 to NAV per
share. With a vintage year of 2021, this fund is in its growth phase. This
increase came predominantly from unrealised gains.
• Fund X Venture, a US-focused venture fund of funds, was the next
largest contributor over the reporting period, adding $0.30 to NAV per share.
With a vintage year of 2015, this fund is in its mature phase. This increase
came predominantly from realised gains.
All of the remaining HarbourVest funds in the portfolio together contributed
to an aggregate $2.75 increase to HVPE's NAV per share over the year.
1 These include four Secondary Overflow III investments, 11
Secondary Overflow IV investments, and Conversus, referred to as "HVPE
Charlotte Co-Investment L.P." in the Audited Consolidated Schedule of
Investments.
Portfolio cash flows and balance sheet
In the 12 months to 31 January 2026, HVPE received cash distributions of $435
million (12 months to 31 January 2025: $382 million) while funding capital
calls of $381 million for new investments (12 months to 31 January 2025: $443
million). The result was net cash flow of $54 million over the reporting
period (12 months to 31 January 2025: negative $61 million). The impact of the
portfolio cash flow on the balance sheet and the credit facility is provided
on page 36.
Distributions were weighted towards the second half of the year as exit
activity accelerated, with $292 million being received compared with $143
million in the first half.
The largest HarbourVest fund capital calls and distributions over the
reporting period are set out in the tables on the next page.
The top ten HarbourVest fund calls in aggregate accounted for $314 million
(82%) of the total calls and came from a broad mix of funds. The majority of
total calls by value (73%) were into primary opportunities.
The top ten HarbourVest fund distributions totalled $217 million, or 50% of
the total proceeds received in the period. Distributions by value were split
between primary investments (70%) and direct co-investments (18%), with the
remainder coming from secondary investments.
The HarbourVest fund-level borrowing as at 31 January 2026 is reported in
Managing the Balance Sheet on page 38.
Portfolio companies
During the year, the ten largest individual company realisations generated
total distributions of $124 million, accounting for approximately 28% of all
proceeds received. Of these ten companies, eight were disclosed in HVPE's top
100 portfolio companies as at the end of the prior financial year.
Further details are provided on these eight below (ordered by size of
distribution). The top ten distributions by value are listed on page 33.
• Froneri is an ice cream and frozen food manufacturer in Europe.
Froneri was HVPE's 7th-largest company at 31 January 2025 and generated
proceeds of $23.8 million following a secondary transaction in which PAI
Partners rolled its stake into a newly established single‑asset continuation
vehicle alongside new institutional co‑investors.
• Scale AI, Inc. is a developer of a data-oriented platform intended
to provide training and validation data for AI applications. Scale was HVPE's
12th-largest company at 31 January 2025 and generated proceeds of $19.7
million following a large strategic minority investment by Meta Platforms.
• AssuredPartners is an insurance brokerage serving middle‑market
clients across the United States and the United Kingdom. AssuredPartners was
HVPE's 21st-largest company at 31 January 2025 and generated proceeds of $14.4
million following the trade sale of the company to Arthur J. Gallagher &
Co.
• CSL Dualcom is a UK‑based provider of mission‑critical
connectivity solutions for security, life‑safety and IoT applications. CSL
Dualcom was HVPE's 43rd-largest company at 31 January 2025 and generated
proceeds of $11.2 million following the transfer of ownership into a
continuation vehicle led by ECI Partners and new institutional investors.
• Consumer Cellular is a US wireless service provider focused
primarily on the over‑50s demographic. Consumer Cellular was HVPE's
47th-largest company at 31 January 2025 and generated proceeds of $10.8
million following a continuation vehicle transaction by the manager, GTCR.
• Action Nederland is a European non‑food discount retailer with
operations across more than a dozen countries. Action Nederland was HVPE's
5th-largest company at 31 January 2025 and generated proceeds of $9.4 million
relating to ongoing distributions to shareholders from the business' strong
cash generation. The company is still one of HVPE's most significant holdings
and is the 7th-largest company in the portfolio at 31 January 2026.
• ByteDance is a global technology company best known for the TikTok
platform. ByteDance was HVPE's 17th-largest company at 31 January 2025 and
generated proceeds of $8.6 million following the sale of its US operations to
a consortium of American investors.
• Qlik Technologies is a data integration, analytics and AI software
provider. Qlik Technologies was HVPE's 72nd-largest company at 31 January 2025
and generated proceeds of $7.9 million following the sale of a significant
minority stake by Thoma Bravo to a consortium led by the Abu Dhabi Investment
Authority.
Top Five HarbourVest Fund and SMA Calls
HarbourVest Fund Name Vintage Year Description Called Amount
Dover Street XI 2022 Global multi-stage secondary fund $65.0m
HIPEP IX Partnership 2020 International multi-strategy fund of funds $58.2m
Asia Pacific 5 2021 Asia-pacific-focused multi-strategy fund of funds $48.0m
SMA 2025 tranche 2025 2025 vintage SMA investments $25.9m
Fund XII Buyout 2021 US-focused buyout fund of funds $24.8m
Top Five HarbourVest Fund and SMA Distributions
HarbourVest Fund Name Vintage Year Description Distributed Amount
Co-Investment V 2018 Global direct co-investment fund $36.6m
Fund X Buyout 2015 US-focused buyout fund of funds $29.9m
Fund IX Venture 2011 US-focused venture fund of funds $22.3m
HIPEP VII Partnership 2014 International multi-strategy fund of funds $21.3m
Fund X Venture 2015 US-focused venture fund of funds $20.3m
M&A transactions and IPOs
During the 12 months ended 31 January 2026, there were a total of 537 known
M&A transactions and IPOs, an 8% increase on the 496 total transactions
reported in the 12 months to 31 January 2025. Within HVPE's portfolio, we have
seen positive news flow in recent months that companies such as SpaceX,
Revolut and Databricks are considering IPOs, which is an encouraging sign that
we could see an improvement in exit activity in 2026 and beyond.
Of these 537 known transactions, 87% (467) were M&A (trade sales or
sponsor-to-sponsor transactions), with the remaining 13% (70) being
IPOs. IPOs tend to represent a relatively small proportion of exits for HVPE,
consistent with wider industry trends.
There was a slight weighting towards venture transactions where, of HVPE's
total 467 known M&A transactions and IPOs, 216, or 46%, related to
buyout-backed companies with the other 251, or 54%, relating to venture-backed
companies. Over the period, the weighted average uplift to pre‑transaction
carrying value for a large sample of transactions was 22%(1).
The top five M&A and IPO transactions during the period (by contribution
to HVPE NAV per share) are listed below.
Top Five M&A transactions in the 12 months ended 31 January 2026
(by contribution to HVPE NAV per share(2))
Calpine Corporation Other Utilities +$0.13
IFS AB Buyout Information Technology +$0.09
Acumatica Buyout Information Technology +$0.05
Scale AI, Inc. Venture Information Technology +$0.04
Tendam Retail, S.A. Buyout Consumer Discretionary +$0.04
Top Five IPOs in the 12 months ended 31 January 2025
(by contribution to HVPE NAV per share(2))
Figure Technologies Inc, Venture Financials +$0.14
Medline Industries Inc. Buyout Health Care +$0.08
Firefly Aerospace Buyout Industrials +$0.04
Figma, Inc. Venture Information Technology +$0.04
Circle Internet Financial Ltd. Venture Financials +$0.04
1 These figures represent the weighted average percentage uplift to
carrying value of 142 individual company M&A and IPO transactions during
the year ended 31 January 2026. This analysis takes each company's value
(whether realised or unrealised) at 31 January 2026 and compares it to the
carrying value prior to announcement of the transaction. This analysis
represents 92% of the total value of transactions in the year ended 31 January
2026 , is based on the most up to date financial information available for
each company at the date the calculation was performed and does not represent
the portfolio as a whole. Additionally, it does not reflect management fees,
carried interest or other expenses of the HarbourVest funds or the underlying
managers, which will reduce returns. Past performance is not necessarily
indicative of future returns.
2 As measured since the announcement of the transaction or IPO
filing.
Recent Events
HVPE estimated NAV as at 30 April 2026
HVPE releases an estimated NAV on a monthly basis. These reports are available
on the Company's website, generally within 20 calendar days of the month-end.
On 22 May 2026, HVPE published an estimated NAV per share at 30 April 2026 of
$59.91 (£44.03), an increase of $0.51 (+0.9%) since the final 31 January 2026
NAV (US Generally Accepted Accounting Principles ("GAAP")) figure of $59.40.
This latest NAV per share is based on a valuation breakdown of: 6% actual 30
April 2026 (reflecting public company holdings) and 94% actual 31 December
2025. Consistent with previous estimated NAV reports, valuations are also
adjusted for foreign exchange movements, cash flows, and any known material
events to 30 April 2026.
The Investment Pipeline of unfunded commitments decreased from $2.4 billion at
31 January 2026 to $2.3 billion at 30 April 2026, based on capital funded and
taking foreign exchange movements into account.
HVPE's cash and cash equivalents increased from $123 million at 31 January
2026 to $207 million at 30 April 2026. The undrawn facility balance was
unchanged at $630 million at 31 January 2026 and 30 April 2026.
HVPE's look-through exposure to borrowing at the HarbourVest fund level
decreased by $26 million, from $559 million at 31 January 2026 to $533 million
at 30 April 2026. The latest balance sheet ratios can be found in the
factsheet on the HVPE website:
www.hvpe.com/insights-reports/estimated-monthly-nav.
Announcement on further initiatives to enhance shareholder value
On 14 April 2026 HVPE announced a series of new initiatives aimed at further
enhancing returns to shareholders and addressing the discount to NAV. These
initiatives follow on from the three shareholder friendly initiatives
announced and implemented in 2025. These new initiatives are summarised below
and are discussed in more detail in the Chair's Statement on page 13.
1. Distribution Pool ("the Pool") parameters revised so as to create an
enlarged balance for capital returns with 100% of secondary sale proceeds
allocated to the Pool in 2026
2. A total of at least $500 million (circa 12% of NAV) to be distributed to
shareholders during 2026, subject to shareholders passing the Continuation
Vote at the AGM in July 2026:
a. $400 million via a tender offer in Autumn 2026
b. $100 million via share buybacks
3. The Board intends to distribute approximately 5-10% of NAV annually until
the next Continuation Vote via periodic tender offers and share buybacks
4. HVPE Investment Committee to formalise portfolio liquidity review on a
twice-yearly basis
5. New commitments placed on hold for remainder of 2026
6. Subsequent Continuation Vote to be held no later than July 2029
Buybacks
Post year-end, HVPE has been in the market for 75 days buying back shares.
During this time, 1,723,251 Ordinary Shares have been repurchased for
cancellation at an average price of £30.66 per share for a total
consideration of £53 million ($71 million). The total number of shares in
issue is now 70,130,909.
As at 22 May 2026, the Distribution Pool balance was $191 million.
Share price since 31 January 2026
The closing price of £32.75 on 22 May 2026 represents a rise of 4.5% since
the year-end. This compares to the FTSE AW TR Index's increase of 9.5% in
sterling terms over the same period. The market capitalisation of the Company
as at 22 May 2026 was £2.3 billion and, as of the same date, HVPE was ranked
47th in the FTSE 250.
Managing the balance sheet
Effective and prudent balance sheet management is critical when running a
closed-ended vehicle investing into a portfolio of private market funds with
varying cash flow profiles. This is particularly true for a company such as
HVPE which has historically maintained a large pipeline of unfunded
commitments (the "Investment Pipeline"), which is the amount of capital
committed to underlying HarbourVest Managed Vehicles, but not yet drawn down
for investments.
This section aims to outline HVPE's approach to managing its balance sheet and
explain the steps it takes to ensure that the Company is sufficiently
resourced in preparation for periods of significant market stress.
The chart on the right shows the gross and net cash flows in US dollar terms
since inception. This reflects the cash flow cycles that our balance sheet
management is designed to accommodate.
Move to the SMA structure
The year ended 31 January 2026 marked the first one in which HVPE began
committing capital via the SMA structure, with the first commitment to the SMA
being made in August 2025.
The importance of the credit facility
HVPE makes commitments to HarbourVest Managed Vehicles, which typically call
capital over a period of several years. This long-duration cash flow profile
necessitates a large pipeline of unfunded commitments in order to ensure that
the Company remains approximately fully invested over time - this is known as
an over-commitment strategy and is critical to optimising long-term NAV per
share growth. In most years, the capital called from HVPE by the HarbourVest
Managed Vehicles is taken from the cash distributions flowing from liquidity
events within the portfolio. In addition, a proportion of cash distributions
will be used to fund capital returns to shareholders through the Distribution
Pool mechanism. At times, however, capital calls and shareholder capital
returns will exceed distributions, potentially by a meaningful amount, and it
may be necessary to draw on the credit facility to fund the difference.
A subsequent year may see the reverse situation, with net positive cash flow
used to repay the borrowing. In this way, the credit facility acts as a
working capital buffer and enables HVPE to manage its commitments to the level
required in order to optimise returns through the cycle.
The Board is conscious of the need to ensure that the credit facility is
always of a size and duration appropriate to HVPE's needs. In June 2024, HVPE
secured a new larger credit line to provide an enhanced level of support for
its balance sheet, reflecting the strong growth in HVPE's net assets to $4.0
billion at the time the agreement was finalised. This restored the credit
facility to a size equivalent to approximately 30% of NAV, comparable to
2015-2019 levels. This new $1.2 billion multi-currency credit facility
(increased from $800 million), added Ares Management Credit funds and
Apollo-managed funds as new syndicate members to join the two existing
lenders, Mitsubishi UFJ Trust and Banking Corporation ("MUTB") and The
Guardians of New Zealand Superannuation, with the new syndicate demonstrating
their confidence in HVPE's portfolio and business model. The facility has a
five-year term, expiring in June 2029. In November 2024 MUTB, which has
supported HVPE as a major lender since 2019, syndicated $100 million of HVPE's
Credit Facility to Nomura Corporate Funding Americas, LLC. The Board and
Investment Manager are confident that this revised facility provides
sufficient headroom for HVPE's existing and planned commitments over the
period.
In the 12 months to 31 January 2026, HVPE received cash distributions of $435
million while funding capital calls of $381 million for new investments. The
result was net portfolio cash inflow of $54 million over the reporting period.
However, there were non-portfolio net cash outflows of $144 million, primarily
related to buybacks ($88 million) and operating expenses ($63 million).
Therefore, to ensure that HVPE had sufficient liquid resources to meet its
near-term obligations, HVPE initiated a further net draw of $90 million on its
credit facility during the period, increasing the credit facility drawn
balance to $570 million. This left HVPE with $630 million remaining of its
credit facility as at 31 January 2026. The cash balance at 31 January 2026 was
$123 million, which was in line with the prior year figure. This resulted in a
net debt position of $447 million (10% geared) at 31 January 2026, up from
$357 million (9% geared) as at 31 January 2025.
Further detail on how we stress test the balance sheet can be found later on
in this section.
Understanding HVPE's Investment Pipeline (unfunded commitments)
At 31 January 2026, HVPE's total pipeline of unfunded commitments -
commitments to HarbourVest Managed Vehicles which have yet to be called -
stood at $2.5 billion. This total pipeline comprised "allocated" investments
of $1.9 billion and "unallocated" investments of $0.6 billion. "Allocated"
refers to the portion of commitments which have been allocated by HarbourVest
Managed Vehicles to underlying partnerships. "Unallocated" commitments are
those which have yet to be allocated by HarbourVest Managed Vehicles to
underlying partnerships, and therefore cannot be drawn down in the short term.
It is important to note that, of the allocated pipeline, approximately 61% of
commitments are to primary funds, which have a longer drawdown profile, whilst
secondary and direct co-investment funds represent approximately 24% and 14%,
respectively. Further detail on this, including the age breakdown of the
allocated pipeline, is provided on page 30.
Since July 2022, HVPE's cash flow has been negative, with capital calls
exceeding distributions up until January 2025. Whilst the situation improved
in the year ended 31 January 2026, with the net portfolio cashflow turning
positive for the first time since January 2022 with a $54 million net cash
inflow, HVPE's total cashflow remained negative due to the impact of
non-portfolio outflows (primarily operating expenses and buybacks).
Initially, the shortfall was met from the cash surplus accumulated through
2021 and early 2022. In the first half of 2023, the cash balance fell below
our approved agreed minimum level and we subsequently drew on our credit
facility. Periods of negative cash flow do occur from time to time and are
factored into our cash flow projections. Prior periods of negative cash flow
have been relatively brief, but nevertheless we do plan for extended periods
of weak distributions combined with normal or elevated capital calls.
We cannot be sure that previous patterns will be repeated and must consider
the possibility that capital calls could remain elevated even during a period
of suppressed distribution activity. A large credit facility committed for an
extended period, provides reassurance that the Company would be able to remain
operational under such conditions, with the additional flexibility to continue
to take advantage of attractive investment opportunities as they arise. HVPE's
credit facility enabled it to be a net investor through the period 2008 to
2011, which has helped the Company to deliver very attractive long-term
returns for shareholders.
We continue to assess the credit facility to ensure that its size and cost
remain proportionate to the benefits that it brings to HVPE.
Cash flows, modelling and stress testing the balance sheet
Cash flows from individual private equity investments can be irregular and
unpredictable, and as a result, monitoring these is a complex and
time-consuming task for investors in multiple funds such as HVPE. When
managing a closed-ended vehicle that makes significant, irrevocable
commitments to underlying funds, effective cash flow modelling is essential,
first to ensure that the Company has sufficient capital available to honour
its existing commitments, and second to inform the decisions it makes around
future commitment levels.
The Investment Manager builds a bottom-up forecast based on an aggregation of
individual HarbourVest fund models and then applies a sensitised top-down
analysis informed by historical actual calls and distributions. Short-term
broader market trends and systemic factors are also considered.
Finally, a range of scenario tests are conducted. HVPE has an 18-year track
record in monitoring and interpreting cash flows arising from activity in the
underlying portfolio. This detailed modelling is typically updated on an
annual basis and reviewed quarterly for any changes to key assumptions. The
scenarios under which Directors consider the Company to be a Going Concern can
be found on page 77.
Distribution Pool Policy
Since 1 February 2024, a proportion of the cash realisations from the
Company's portfolio have been allocated to the Distribution Pool which has
been used to fund capital returns to shareholders. To date, the Distribution
Pool has solely been used to fund share buybacks. As announced in April 2026,
the Board intend to use the Distribution Pool to undertake a tender offer in
Autumn 2026 in addition to ongoing share buybacks during 2026. Amounts
distributed to shareholders through the Distribution Pool mechanism are
factored into the Company's cash flow and balance sheet models accordingly.
HarbourVest Fund-level borrowing
HarbourVest funds employ credit lines for two main purposes: bridging capital
calls and distributions, and financing specific investment projects where the
use of debt may be advantageous. The majority of this fund-level borrowing
represents delayed capital calls, where a proportion of the unfunded
commitments has been invested through the use of subscription credit lines at
the HarbourVest fund level, but the capital has not yet been called from HVPE.
HVPE has indirect exposure, on a look-through basis, to its pro rata share of
borrowing carried on the balance sheets of some of the HarbourVest funds in
which HVPE is a LP (referred to as HarbourVest Partners ("HVP") fund-level
borrowing). This borrowing does not represent an additional liability above
and beyond the commitments that HVPE has made to the HarbourVest funds.
The HVPE team monitors the HVP fund-level borrowing in absolute terms, and as
a percentage of NAV. This borrowing is also considered when evaluating balance
sheet ratios: the Total Commitment Ratio within the Investment Pipeline, and
the Medium-Term Coverage Ratio within the three-year capital call projections.
HVP fund-level borrowing is also included when assessing the credit facility's
loan-to-value ratios, as mentioned in Note 6, "Debt Facility" on pages 114 to
115 of the Financial Statements. Possible changes in this borrowing (and hence
the timing of capital calls payable by HVPE) are also incorporated into the
balance sheet scenario tests conducted as part of the annual commitment
planning exercise.
As at 31 January 2026, HVPE's share of HVP fund-level borrowing on a
look-through basis was $559 million, a net increase of $20 million from the
$539 million reported at 31 January 2025. Expressed as a percentage of NAV,
this figure was 13%, which was unchanged from the figure as at 31 January
2025. The increase of $20 million can be attributed to new investment activity
by the underlying funds coupled with underlying realisations continuing to be
at depressed levels. Post year-end, as at 30 April 2026, the HVP fund-level
borrowing decreased by $26 million and stood at $533 million.
HVPE's year-end HVP fund-level borrowing exposure of $559 million includes
$536 million (96%) of bridging finance (also known as subscription line
finance), which is used to delay and smooth the pacing of capital calls to
investors in the funds, including HVPE. Typically, these bridging facilities
are committed by the lenders for a minimum of 12 months. The remaining $23
million (4%) is project debt, held in the most part by the HarbourVest
secondary funds to finance specific projects. The bridging finance, should it
be repaid in full or in part, will result in capital calls to investors in the
HarbourVest funds, including HVPE, as this type of borrowing represents a
portion of HVPE's existing unfunded commitment (Investment Pipeline) figure.
Furthermore, during the period in which the debt is outstanding, there is a
gearing effect on HVPE's NAV, as the investments have already been made while
HVPE's share of the capital has not yet been called. Project finance has only
a very limited impact on prospective cash flow but does contribute to the
gearing effect.
In order to estimate the total potential gearing effect on HVPE as at 31
January 2026, an investor should take the HVP fund-level borrowing figure of
$559 million and add the Company's net debt of $447 million. The resulting net
total borrowing figure of $1 billion would translate to an approximate level
of look-through gearing of 24% of NAV at the financial year end. Further
detail on the credit facility and the criteria upon which it can be drawn can
be found under Note 6, "Debt Facility" on page 114 of the Audited Consolidated
Financial Statements.
The SMA structure does not currently utilise fund-level borrowing, and so
going forward it is anticipated that HVPE will see a significant reduction in
its debt exposure overall.
Balance Sheet Ratios at 31 January 2026(1)
Commitment Ratios
The Board and the Investment Manager refer to three key ratios when assessing
the Company's commitment levels:
1. Total Commitment Ratio ("TCR")
The level of the TCR is a key determinant of the Company's total commitment
capacity for new HarbourVest funds and co-investments within a given time
period. The TCR decreased slightly during the year.
Total exposure to private markets investments as a percentage of NAV
Investment Portfolio + Investment Pipeline $7.2bn
Divided by the NAV $4.3bn
168% (170% at 31 January 2025)
2. Commitment Coverage Ratio
The nature of HVPE's structure, whereby it commits to HarbourVest Managed
Vehicles, which in turn invest in private equity managers, means that it
typically takes longer for commitments to be drawn down compared with other
listed private equity funds. As a result, to remain fully invested, it has to
maintain a larger pipeline of unfunded commitments. This means that HVPE's
Commitment Coverage Ratio may appear relatively low in comparison with other
firms within its peer group(2), although the introduction of the SMA structure
is likely to alter this position over time. This ratio decreased over the
financial year due to impact of cash outflows reducing the short-term
liquidity.
Short-term liquidity as a percentage of total Investment Pipeline
Cash + available credit facility $0.8bn
Divided by the Investment Pipeline $2.4bn
31% (34% at 31 January 2025)
3. Medium-term Coverage Ratio ("MCR")
HVPE uses this third specific metric to provide greater insight into the
Company's balance sheet position and a more relevant comparison with the
Company's peer group(2).This ratio increased over the financial year due to an
increase in the amount of distributions expected to be received in the next 12
months.
A measure of medium-term commitment coverage based on current commitments
Cash + available credit facility (total $0.75bn) + next 12 months' estimated $1.8bn
distributions ($1.06bn)(3)
Divided by the next 36 months' estimated investments(4) $1.3bn
138% (104%(5) at 31 January 2025)
The most recent published ratios, as at 30 April 2026, can be found within
HVPE's latest monthly factsheet on its website.
1 These metrics are considered Alternative Performance Measures.
More detail can be found on pages 127 to 128.
2 The peer group refers to the UK listed private equity fund of
funds: CT Private Equity Trust, ICG Enterprise Trust, Pantheon International
Plc and Patria Private Equity Trust.
3 Estimated distributions and estimated investments taken from low
case scenario which is reflective of the current market environment; this
includes $299 million of proceeds expected from the asset sale announced in
December 2025, $256 million of estimated proceeds from an additional asset
sale in 2026, and $501 million of estimated distributions from the investment
portfolio. For further details on cash flows and modelling, please see page
37.
4 Estimated investments include estimated calls from the investment
pipeline over the next 36 months. This excludes the recent announcement to
return at least $500 million to shareholders in 2026. If included in the
calculation, the MCR would be 100%.
5 The prior year MCR calculation was based on the base case scenario
and only included estimated distributions from the investment portfolio.
Managing costs
Total Expense Ratio ("TER")
HVPE's TER reflects the total cost incurred by the Company in assembling and
maintaining its portfolio of HarbourVest funds, co-investments and SMA
investments. The figure is broken down into four distinct categories of
expense.
First, there is the direct cost of running the Company in its own right,
encompassing items such as the maintenance and use of the credit facility,
Board fees and expenses, professional fees, marketing, financial reporting,
the services of a dedicated team from the Investment Manager, and compliance
costs. These costs, totalling 1.51% of average NAV in the 12 months to 31
January 2026 (12 months to 31 January 2025: 1.33%), are categorised as
recurring operating expenses as shown in the first line of the table below.
The increase in operating expenses is due to the greater utilisation of the
credit facility during the year.
Second, operating costs borne by the HarbourVest funds amounted to a further
0.20% of average NAV in the 12-month period to 31 January 2026 (12 months to
31 January 2025: 0.22%).
Third, HVPE pays management fees to HarbourVest with respect to the funds and
SMA vehicle in which it invests, and also for the secondary co-investment in
Conversus(1) made alongside the HarbourVest funds. The total of all management
fees in the 12 months to 31 January 2026 was equivalent to 0.57% of average
NAV (12 months to 31 January 2025: 0.62%).
Finally, performance fees are charged on secondary investments and direct
co-investments (not on primary investments which make up 51% of HVPE's
portfolio). In total, these accounted for 0.57% of average NAV in the 12
months to 31 January 2026 (12 months to 31 January 2025: 0.44%). The
performance fee figure varies from period to period and is driven by the
performance achieved by the relevant HarbourVest funds and SMA investments.
Together, these four cost components give a TER, net of interest income
(0.11%), of 2.74% for the 12 months to 31 January 2026. It is important to
note that, while the operating expenses and the management fees do not vary
greatly from one year to the next, the performance fee figure will vary
significantly depending on the returns delivered by the relevant underlying
HarbourVest funds. The TER for the 12 months to 31 January 2026 of 2.74% was
28 basis points higher than the same period in the prior year, predominantly
owing to an increase in credit facility costs and an increase in performance
fees.
The calculation above excludes the fees charged by the underlying partnerships
held by the HarbourVest funds and SMA vehicle. It is important to note that
all performance data we report to shareholders is, and always has been, net of
all fees and expenses.
1 "HVPE Charlotte Co-Investment L.P." in the Audited Consolidated
Schedule of Investments.
Costs associated with the new SMA structure introduced during the year ended
31 January 2026
HarbourVest charges carried interest on the secondary and direct co-investment
portfolios held within the SMA, at rates of 12.5% and 13.25% respectively,
subject to a hurdle of 8% IRR. Investments in each annual SMA tranche are
pooled together for the purposes of calculating carried interest, effectively
treating each tranche like an individual "fund". No HarbourVest carried
interest is charged on primary investments.
A management fee of 0.6% per year is charged on the NAV of investments held
within the SMA. HVPE has retained its existing stakes in the HarbourVest
funds, so the SMA fee and carried interest has been combined with the fees on
the funds in HVPE's reporting for the current financial year. Since the terms
are substantially similar to the existing arrangements, we do not expect the
introduction of the SMA to give rise to a material change in HVPE's cost
structure.
Total Net Expense Ratio breakdown
12 months to 31 January 2026 12 months to 31 January 2025
Operating expenses(1) 1.51% 1.33%
HarbourVest fund operating expenses(2) 0.20% 0.22%
Management fees(3) 0.57% 0.62%
Operating expense ratio 2.28% 2.17%
Interest income(4) (0.11%) (0.15%)
Net operating expense ratio 2.17% 2.02%
Performance fees(5) 0.57% 0.44%
Total net expense ratio(6) 2.74% 2.46%
1 Operating expenses includes total expenses shown in the Audited
Consolidated Statements of Operations, excluding management fees from the
secondary co-investments which are included in the management fees in this
table.
2 HVPE's share of fund-level operating expenses (professional fees
and organisational costs) which are included in realised and unrealised gains
(losses) on investments in the Audited Consolidated Statements of Operations.
3 This includes fund-level management fees payable to HarbourVest
which are included in realised and unrealised gains (losses) on investments in
the Audited Consolidated Statements of Operations, together with the
management fees relating to secondary co-investments noted in 2 above.
4 This is shown as interest from cash and cash equivalents on the
face of the Audited Consolidated Statements of Operations.
5 This includes fund-level performance fees payable to HarbourVest
which are included in realised and unrealised gains (losses) on investments in
the Audited Consolidated Statements of Operations.
6 TERs are calculated using the average NAV over the respective
periods ($4.3 billion at 31 January 2026 and $4.0 billion at 31 January 2025.
Summary of Net Assets
31 January 2026 (millions*) 31 January 2025 (millions*)
Investment Portfolio $4,713 $4,375
Cash and cash equivalents $123 $123
Drawings on the HVPE credit facility $(570) $(480)
Net other assets/liabilities $2 $5
NAV $4,268 $4,023
NAV per share ($) $59.40 $54.17
FX rate 1.3686 1.2395
NAV per share (£) £43.40 £43.70
Cash + cash equivalents + available credit facility $753 $843
*Unless otherwise stated.
The private equity cycle
12 months ended 31 January 2026 (millions*) 12 months ended 31 January 2025 (millions*)
1. Commitments
New commitments to HarbourVest Managed Vehicles $375 $415
Investment Pipeline
Allocated $1,886 $1,867
Unallocated $563 $585
Total Investment Pipeline $2,448 $2,452
2. Cash Invested
Invested in HarbourVest Managed Vehicles $381 $443
% of average Investment Pipeline 16%(7) 18%(8)
3. Growth
Investment Portfolio (beginning) $4,375 $4,058
Cash invested $381 $443
Investment Portfolio growth $392 $256
Distributions received $(435) $(382)
Investment Portfolio (end) $4,713 $4,375
4. Distributions Received
Cash received from HarbourVest Funds $435 $382
% of average Investment Portfolio 10%(9) 9%(10)
*Unless otherwise stated.
7 This represents the percentage for the amount invested divided by
the average of the Investment Pipelines at 31 January 2025 and 31 January
2026.
8 This represents the percentage for the amount invested divided by
the average of the Investment Pipelines at 31 January 2024 and 31 January
2025.
9 This represents the percentage for the cash received divided by
the average of the Investment Portfolios at 31 January 2025 and 31 January
2026.
10 This represents the percentage for the cash received divided by the
average of the Investment Portfolios at 31 January 2024 and 31 January 2025.
Principal risks and uncertainties
Risk Factors and Internal Controls
The Board is responsible for the Company's risk management and internal
control systems and actively monitors the risks faced by the Company, taking
steps to mitigate and minimise these where possible. Further details on the
Board's governance and oversight can be found on pages 70 to 90.
Risk appetite
The Board's investment risk appetite is to follow an over-commitment policy
that optimises shareholder returns by balancing investment return and
associated distributions with a continuing programme of regularly buying back
its own shares through the operation of its Distribution Pool. Together, this
allows the Company to make balanced, regular investment through economic and
investment cycles, and ensures that it has access to sufficient funding for
any potential negative cash flow situations, including under an Extreme
Downside scenario. At the same time, the funding available to the Company by
way of cash balances and lending facilities is managed to ensure that its
cost, by way of interest, facility fees or cash drag, is reasonable.
When considering other risks, the Board's risk appetite is to balance the
potential impact and probability of each risk with its ability and desire to
control and mitigate that risk to an acceptable level. In doing so, as a
baseline, the Board will seek to follow best practice and remain compliant
with all applicable laws, rules, and regulations.
Risk management
As recommended by the Audit and Risk Committee (see the report on the
activities of that Committee on pages 83 to 85), the Directors have adopted a
risk management framework which governs how the Board identifies and measures
risks, determines risk appetite, assesses mitigation and controls, and reports
on risks.
The Board reviews risk at least twice a year and receives in-depth reports on
specific risks as recommended by the Audit and Risk Committee. The Board
divides identified risks into those which have a higher probability and a
significant potential impact and those which are less material and are
monitored on a watch list. The Board also conducts an annual exercise to
identify new or emerging risks.
In considering material risks, the Board identifies those which should be
categorised as principal risks, which are those where the combination of
probability and impact is assessed as being most significant and which the
Board therefore considers could seriously affect the performance, future
prospects, or reputation of the Company.
Principal risk Description and potential impact Mitigation and management Commentary
Performance of HarbourVest The Company is dependent on its Investment Manager and on the performance of HarbourVest has a strong long-term track record of managing private equity Stable
HarbourVest's investment professionals. The vast majority of the Company's investments. It maintains good relationships with key managers and has a
The risk posed by the Company's dependence on its Investment Manager assets are invested in HarbourVest Managed Vehicles and significant reliance consistent and repeatable investment process with low turnover of senior HVPE has faced challenging market conditions over the past few years, which
is placed by the Company on HarbourVest's control environment. Any inability investment professionals. There is a high level of diversification by have persisted longer than expected. The wider private equity industry has
by HarbourVest to maintain its investment performance, whether in absolute or geography, strategy and vintage which mitigates the risk. HVPE has a dedicated been under pressure as exit processes have been postponed and consequent
relative terms, could result in a significant deterioration in net asset value Investment Committee within HarbourVest. The Board monitors HarbourVest's distributions have been at lower levels than usual. Whilst the current year
for the Company and its shareholders. performance through the MESPC, and its control environment is assessed by the showed some signs of recovery, further improvement in distribution levels will
Audit and Risk Committee. be an important precursor to the re-rating of the Company's shares.
No significant matters of concern regarding the HarbourVest control
environment arose during the year.
There will be some operational risk as the change to investment via an SMA is
steadily implemented, and the Investment Manager and Board adjust to managing
a different investment and cash flow structure. This risk is mitigated by the
Investment Manager's extensive experience in running SMAs.
Public market risks Equity market volatility increases overall levels of uncertainty for HVPE and The Company's exposure to individual public markets is partially mitigated by Upgrade
its investments. Increasing geopolitical risks influence how markets trade, the geographical and sectoral diversification within the portfolio. In
The risk of a decline in global public markets or a deterioration in the reversing any potential positive effects of developing improvements in previous downturns, private market valuations have not been impacted as much The portfolio has proved itself to be resilient despite challenging market
economic environment economic indicators. Overall declines in public markets impact HVPE's NAV per as public markets. The Board regularly reviews scenario analyses prepared by conditions and a material increase in geopolitical risk over the past year. In
share by directly reducing the value of public securities in HVPE's portfolio the Investment Manager which incorporate the effects of significant public addition, share price performance during the financial year was strong.
and indirectly influencing private market valuations. They are also likely to market downturns.
have a direct impact on HVPE's share price. However, ongoing conflicts, including those in Ukraine and the Middle East,
together with heightened trade tensions caused by the tariff policies of the
US administration, have impacted global trade flows, inflation, interest rates
and economic growth. These factors have contributed to elevated volatility and
have had a destabilising effect on global public markets.
Valuation risk Uncertainty and distrust in relation to the valuation of private market Both the Investment Manager and the GPs of underlying funds value investments Stable
investments may lead investors to make their own judgements based on in accordance with industry standards and accounting regulations. All the
The risk that market instability leads to continuing uncertainty about private incomplete information, which could result in a lack of confidence in the valuations are audited annually. When the Company reports its monthly NAV, it This risk was increased in the 2023 Annual Report and Accounts and remains at
asset valuations. reliability of HVPE's published NAV. The low level of exits and liquidity discloses the date of the underlying valuations to provide transparency to this heightened level as investors wait for a return to a consistent flow of
events that has been seen recently reduces the ability to present public shareholders. exits at a premium to carrying value. Whilst there was some improvement in
substantiation of valuation levels.
realisation levels, particularly in the second half of the financial year, the
The Audit and Risk Committee receives reports on the Investment Manager's Board believes that this risk will remain a focus until there is a significant
control environment, including the processes relating to valuations. increase in the level of exit activity and therefore of external validation of
valuation levels.
Balance sheet risks The Company's balance sheet strategy and its policy for the use of leverage The size and term of the Company's credit facility mitigates this risk. The Stable
are described on page 36. The Company continues to maintain an overcommitment Board has put a monitoring programme in place, supported by sophisticated and
Risks to the Company's balance sheet resulting from its overcommitment strategy and may draw on its credit facility to bridge periods of negative comprehensive cash flow modelling, which underpins the commitment strategy and The Distribution Pool is funded by a proportion of the cash realisations from
strategy, borrowing arrangements and policy for the use of leverage. cash flow when capital calls on investments are greater than distributions limits the likelihood of unexpected shocks. The monitoring programme also the Company's portfolio, which has resulted in adjustments being made to the
received. The level of potential borrowing available under the credit facility considers the level of borrowing at HarbourVest fund level. Both the Board and financial models relating to the Company's future commitments.
could be negatively affected by declining NAV. In a stressed environment the Investment Manager will continue to monitor these metrics actively and
characterised by declining NAVs, reduced realisations, and rapid substantial will take appropriate action as required, such as secondary sales and pausing In previous years, strong NAV gains and distributions strengthened the balance
capital calls, the Company's net leverage ratio could increase beyond an further commitments, to attempt to mitigate these risks. sheet. The levels of distributions received during the year under review
appropriate level, resulting in a need to sell assets. A reduction in the
remained low in comparison both with previous years and with the modelled
availability or use of borrowing at the HarbourVest fund level, or accelerated Please also see the Going Concern and Viability Statement on pages 77 to 78 scenarios. As a result, cash flow was negatively affected and there was
repayment thereof, could result in an increase in capital calls to a level in for information on the scenarios that are considered by the Board. increased use of the credit facility. However, the second half of the year
excess of the modelled scenarios. showed signs of a recovery in distribution level.
The secondary sale which was announced in December 2025 will generate $299
million of net proceeds and reduce HVPE's total unfunded commitments by $105
million and fund-level borrowing by $28 million. Whilst the commitment
reduction will strengthen the balance sheet, the proceeds from the secondary
sale will be used to fund shareholder distributions during 2026 and so will
not have a strengthening effect on the balance sheet.
Popularity of the Listed Private Equity sector Investor sentiment towards the Listed Private Equity sector may deteriorate, The Company has demonstrated the value of investing in private markets through Stable
resulting in a widening of the Company's share price discount relative to its the investment cycle and gaining exposure to a diverse range of markets. HVPE,
The risk that investor sentiment towards the listed private equity sector as a NAV per share. This may be because of perceptions of the position of the together with its peers, continues to advocate for the sector, to increase Whilst there was some improvement in the year, discounts within the sector
whole may deteriorate. market in the private equity cycle, perceptions about the cost of private investors' familiarity with private equity and to set out the advantages of remain wide and the market commentary on the sector has focused on the level
equity investing, or due to investors making their own judgements regarding the investment trust structure in providing access to illiquid assets through of exit activity and the performance comparison to the wider listed equity
current valuations. HVPE's discount is currently wider than its historical a liquid share. space. The Board believes that market sentiment towards the sector should turn
average and has remained so for a sustained period. more positive once there is an increase in realisation events which validate
valuations and support cash flow.
Trading liquidity and price HVPE's relatively wide discount risks undermining investor confidence and The Board has made robust efforts to enhance its communications, to describe Stable
could erode levels of shareholder satisfaction. Despite the substantive its strategy, to engage with its shareholders, and to listen and respond to
The risk that the discount that the share price represents to the NAV per efforts made by the Board to address this issue through its establishment of the views expressed. The Distribution Pool has been established to address HVPE's discount saw some improvement during the year, reducing from 35% to
share fails to narrow, leading to dissatisfaction among some shareholders. the Distribution Pool and active engagement with shareholders, some investors issues raised and there is regular and extensive consideration of potential 26%. However, this remains above average historical levels. An increase in
remain unconvinced by its proposals and have called for further action to be options to close the discount, including enhanced disclosure and transparency exits and distributions could help a recovery in the share price and
taken. This may lead to a reduction in long-term support for the Company for shareholders. The Board continues to stress the long-term nature of HVPE, subsequent narrowing of the discount in the future.
amongst the wider shareholder base. the consistent performance and the benefits of its diversification strategy as
it remains determined to satisfy its investment objective and purpose. During the year, the Board has been intensely focused on the size of the
discount and has introduced a number of measures to assist in reducing it. It
doubled the allocation to the Distribution Pool and finalised the terms of a
simplified investment structure as well as agreeing a substantial secondary
sale of assets towards the end of the year. The Continuation Vote in July's
AGM will allow shareholders to express their levels of support for the actions
that have been taken by the Board to date.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HARBOURVEST GLOBAL PRIVATE
EQUITY LIMITED
Opinion
We have audited the Consolidated Financial Statements of HarbourVest Global
Private Equity Limited (the "Company") and its subsidiaries ("HVPE" or the
"Group") for the year ended 31 January 2026 which comprise the Consolidated
Statements of Assets and Liabilities, the Consolidated Statements of
Operations, the Consolidated Statements of Changes in Net Assets, the
Consolidated Statements of Cash Flows, the Consolidated Schedule of
Investments and the related notes 1 to 12, including a summary of significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and United States Generally Accepted
Accounting Principles ("US GAAP").
In our opinion, the financial statements:
• Give a true and fair view of the state of the Group's affairs as at
31 January 2026 and of its profit for the year then ended;
• Have been properly prepared in accordance with US GAAP; and
• Have been properly prepared in accordance with the requirements of
the Companies (Guernsey) Law 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group and Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements,
including the UK FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Company and we remain independent of the Group
and the Company in conducting the audit.
Material uncertainty related to going concern
We draw attention to Note 2 of the Consolidated Financial Statements, which
indicates that the Company will hold a continuation vote at the July 2026 AGM.
As stated in Note 2, this event indicates that a material uncertainty exists
that may cast significant doubt on the Group and Company's ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
We draw attention to the Viability Statement in the Annual Report on page 78,
which indicates that one of the key assumptions to the statement of viability
is in respect of the material uncertainty arising from the forthcoming
continuation vote to be held at the July 2026 AGM. Our opinion is not modified
in respect of this matter.
In auditing the Consolidated Financial Statements, we have concluded that the
Directors' use of the going concern basis of accounting in the preparation of
the Consolidated Financial Statements is appropriate. Our evaluation of the
Directors' assessment of the Group's and Company's ability to continue to
adopt the going concern basis of accounting included:
• Discussing with the Directors and considering whether any other
events or conditions, apart from the continuation vote discussed in Note 2,
exist that, individually or collectively, may cast significant doubt on the
entity's ability to continue as a going concern and concluding that no such
circumstances exist;
• Evaluating the going concern assessment prepared by the Investment
Manager and approved by the Directors for the period up until 30 June 2027
from the date of approval of the Consolidated Financial Statements;
• Obtaining the models used to forecast cash flows under differing
scenarios and challenged the sensitivities and assumptions used in the
forecasts. We assessed whether the commitments made to underlying investments
cast significant doubt over the going concern status of the Group and compared
the historical calls made by underlying investments as a percentage of the
total commitments made, including a discussion with the Investment Manager
regarding the possibility for uncalled commitments to be called. We considered
the accuracy of Investment Manager's forecast by comparing actual performance
to historical forecasts;
• Testing the arithmetical accuracy of relevant aspects of the models
supporting the going concern basis, stress test of low case and extreme
downside scenarios;
• Confirming the available credit facility balances to understand the
potential impact of the leverage in the underlying funds. We recalculated the
forecast debt covenants under the different scenarios to validate compliance
within the going concern period; and
• Evaluated the disclosures made in the Annual Report and Consolidated
Financial Statements regarding going concern to ascertain that they are in
accordance with US GAAP and have complied with, or explained reasons for
non-compliance, with all the AIC Code of Corporate Governance provisions
In relation to the Group's reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to:
• the Directors' statement in the Consolidated Financial Statements
about whether the Directors considered it appropriate to adopt the going
concern basis of accounting and
• the Directors' identification in the Consolidated Financial
Statements of the material uncertainty related to the entity's ability to
continue as a going concern over a period to 30 June 2027 which is at least 12
months from when the Consolidated Financial Statements are authorised for
issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report. However,
because not all future events or conditions can be predicted, this statement
is not a guarantee as to the Group and Company's ability to continue as a
going concern.
Overview of our audit approach
Key audit matters Risk of misstatement or manipulation of the valuation of the Group's
investments in the underlying Primary or Secondary HarbourVest funds, together
the "HarbourVest investment funds"
Materiality Overall group materiality of $83.7m which represents 2% of Net Assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for each company within
the Group. Taken together, this enables us to form an opinion on the
Consolidated Financial Statements. We take into account size, risk profile,
the organisation of the group and effectiveness of group-wide controls,
changes in the business environment, the potential impact of climate change
when assessing the level of work to be performed.
The audit was led from Guernsey and utilised audit team members from the
Boston office of Ernst & Young LLP in the US. We operated as an integrated
audit team across the two jurisdictions, and we performed audit procedures and
responded to the risk identified as described below.
The Group comprises the Company and its three wholly owned subsidiaries as
explained in Note 2 to the Group Financial Statements. The Company, each
subsidiary and the consolidation are subject to full scope audit procedures.
Climate change
The Group has explained climate-related risks in HVPE's Approach to
Sustainable Investing and forms part of the "Other Information", rather than
the Consolidated Financial Statements. Our procedures on these disclosures
therefore consisted solely of considering whether they are materially
inconsistent with the Financial Statements, or our knowledge obtained in the
course of the audit,or otherwise appear to be materially misstated.
Our audit effort in considering the impact of climate change on the financial
statements was focused on the adequacy of the disclosures in the Consolidated
Financial Statements as set out in note 2 and the conclusions that there was
no material impact on the recognition and separate measurement considerations
of the assets and liabilities of the Group as at 31 January 2026.
Based on our work we have not identified the impact of climate change on the
financial statements to be a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the Consolidated Financial Statements of
the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Risk Our response to the risk Key observations communicated to the Audit Committee
Misstatement or manipulation of the valuation of the Group's investments in Our response comprised the performance of the following procedures: We reported to the Audit and Risk Committee that we did not identify any
the underlying Primary or Secondary HarbourVest funds, together the
instances of the use of inappropriate methodologies and that the valuation of
"HarbourVest investment funds" ($4,713 million of which $4,416m relates to NAV Confirmed and documented our understanding of the Group's processes, controls the Group's investments in the HarbourVest investment funds were not
and $296m are probable sales price; 2025 $4,375 million). and methodologies for valuing investments held by the Group in the HarbourVest materially misstated.
investment funds, including the use of the practical expedient as set out in
Refer to the Accounting policies and Note 4 of the Consolidated Financial Accounting Standard Codification (ASC) Topic 820 Fair Value Measurement ("ASC
Statements. 820") by performing our walkthrough processes and evaluating the
implementation and design effectiveness of controls;
There is a risk that the valuation of the Group's investments at 31 January
2026, which comprise 110.4% (2025: 108.7%) of net assets is materially We also utilised the System and Organisation Controls 1 Report for Private
misstated. Equity Fund Administration Report on Controls Placed in Operation and Tests of
Operating Effectiveness ("SOC 1 report") of HarbourVest Partner LLC to confirm
The valuation of the investments is the principal driver of the Group's net our understanding of the production on the NAVs of the HarbourVest investment
asset value and hence incorrect valuations would have a significant impact on funds;
the net asset value and performance of the Group.
In relation to Investments accounted for using the practical expedient under
ASC Topic 820 totalling $4,416m we agreed 99% by value of the individual net
asset values of each HarbourVest investment fund to its underlying audited Net
Asset Value (NAV) in the corresponding financial statements as at 31 December
2025 which, prior to adjustments, formed the basis for the Group's carrying
amount as at 31 January 2026;
We obtained a schedule of all adjustments made to those audited NAVs between 1
January 2026 and 31 January 2026, and:
• Verified a sample of contributions and distributions made to/from
the HarbourVest investment funds to supporting bank statements;
• Recalculated a sample of accrued management fees in the HarbourVest
investment funds based on the terms of the signed management agreements and
agreed terms to relevant supporting documents;
• Performed analytical procedures and verified foreign exchange rate
changes to independent third-party sources, and their application to
HarbourVest investment funds denominated in foreign currencies;
• Considered whether there were changes in market conditions during
the period from 1 January 2026 to 31 January 2026 that could have had a
material impact to the valuations of the direct investments and marketable
securities of the HarbourVest investment funds;
• Independently sourced third-party prices and verified fair value
changes on publicly traded securities held in the HarbourVest investment
funds; and
• Through enquiry determined that there were no post-closing
adjustments since 31 December 2025 or other material changes to the NAV
subsequent to the HarbourVest investment funds' finalised financial reporting
process.
In relation to investments valued on a secondary sale basis totalling $296m:
we agreed the valuation based on the agreed purchase price as adjusted for any
funded capital commitment or distributions up to 31 January 2026 to the
Agreements of Purchase and Sale and the Pre-closing notices for the
transactions.
We assessed the fairness, accuracy and completeness of the disclosures in the
Consolidated Financial Statements.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $83.7 million (2025: $80.4
million), which is 2% (2025: 2%) of net assets. We believe that net assets
provides us with a basis for determining the nature, timing and extent of risk
assessment procedures, identifying and assessing the risk of material
misstatement and determining the nature, timing and extent of further audit
procedures. We used the net assets as a basis for determining planning
materiality because the Group's primary performance measures for internal and
external reporting are based on net assets as we consider it is the measure
most relevant to the stakeholders of the Group.
During the course of our audit, we reassessed initial materiality from the
planning stage based on 31 January 2026 net assets.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
Group's overall control environment, our judgement was that performance
materiality was 75% (2025: 75%) of our planning materiality, namely $62.8m
(2025: $60.3m). We have set performance materiality at this percentage due to
our past experience of the audit that indicates a lower risk of misstatements,
both corrected and uncorrected. Our objective in adopting this approach was to
ensure that total uncorrected and undetected audit differences in the
Consolidated Financial Statements did not exceed our materiality level.
Reporting threshold
An amount below which identified misstatements are considered as being clearly
trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of $4.2m (2025: $4.0m), which is set
at 5% of planning materiality, as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report
other than the Consolidated Financial Statements and our auditor's report
thereon. The directors are responsible for the other information contained
within the annual report.
Our opinion on the Consolidated Financial Statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the Consolidated
Financial Statements or our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which The Companies (Guernsey) Law 2008 requires us to report to you if, in
our opinion:
• proper accounting records have not been kept by the Company, or
• the Financial Statements are not in agreement with the Company's
accounting records and returns; or
• we have not received all the information and explanations we require
for our audit.
Corporate Governance Statement
We have reviewed the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the group and company's compliance with the provisions of the UK
Corporate Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
• Directors' statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 77 to 78.
• Directors' explanation as to its assessment of the company's
prospects, the period this assessment covers and why the period is appropriate
set out on pages 77 to 78.
• Director's statement on whether it has a reasonable expectation that
the group will be able to continue in operation and meets its liabilities set
out on page 77 to 78.
• Directors' statement on fair, balanced and understandable set out on
page 78.
• Board's confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on pages 49 to 50.
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on pages
83 to 85
• The section describing the work of the audit committee set out on
pages 83 to 85.
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement set out
on pages 78 to 79, the Directors are responsible for the preparation of the
Consolidated Financial Statements and for being satisfied that they give a
true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, the Directors are
responsible for assessing the Group and 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 group or the company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
Consolidated Financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion. The
extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud
rests with both those charged with governance of the company and management.
• We obtained an understanding of the legal and regulatory frameworks
that are applicable to the Group and determined that the most significant are:
- Financial Conduct Authority ("FCA") Listing Rules;
- Disclosure Guidance and Transparency Rules ("DTR") of the FCA;
- The 2024 UK Corporate Governance Code;
- The 2024 AIC Code of Corporate Governance; and
- The Companies (Guernsey) Law, 2008, as amended.
• We understood how the Group is complying with those frameworks by:
- Discussing the processes and procedures used by the Directors, the
Investment Manager, the Company Secretary and Administrator to ensure
compliance with the relevant frameworks;
- Inspecting the Group's relevant documented policies, processes and
procedures; and
- Reviewing internal reports that evidence compliance testing.
• We assessed the susceptibility of the Group's Consolidated Financial
Statements to material misstatement, including how fraud might occur by;
- Identifying misstatement or manipulation of the valuation of the Group's
investments in the HarbourVest funds accounted for using the practical
expedient under ASC Topic 820 and undertaking the audit procedures set out in
the Key Audit Matters section above;
- Obtaining an understanding of entity-level controls and considering the
influence of the control environment;
- Obtaining management's assessment of fraud risks including an
understanding of the nature, extent and frequency of such assessment
documented in the HVPE Risk Review;
- Making inquiries with those charged with governance as to how they
exercise oversight of management's processes for identifying and responding to
fraud risks and the controls established by management to mitigate
specifically those risks the entity has identified, or that otherwise help to
prevent, deter and detect fraud;
- Making inquiries with management and those charged with governance
regarding how they identify related parties including circumstances related to
the existence of a related party with dominant influence; and
- Making inquiries with management and those charged with governance
regarding their knowledge of any actual or suspected fraud or allegations of
fraudulent financial reporting affecting the Group.
• Based on this understanding we designed our audit procedures to
identify non-compliance with such laws and regulations. Our procedures
involved:
- Having discussions with those charged with governance, the Investment
Manager, the Company Secretary and Administrator to obtain an understanding of
how instances of non-compliance with relevant laws and regulations are
identified;
- Reviewing Board minutes and internal compliance reporting;
- Inspecting correspondence with regulators;
- Reviewing the Consolidated Financial Statements to check that they
comply with the reporting requirements of the Group;
- Obtaining relevant written representations from the Board of Directors;
and
- Performing journal entry testing
• Our understanding of the Company's current activities, the scope of
its authorisation and the effectiveness of its control environment are as
follows:
- The activities of the Company are overseen by the Board, who meet
regularly throughout the year;
- We have reviewed the SOC-1 reports and bridging letters of Company's key
service providers for the year audited and are not aware of any matters of
concern relating to the control environment.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor's report.
Other matters we are required to address
Following the recommendation from the audit committee we were appointed by the
Company on 2 November 2007 to audit the financial statements for the year
ending 31 January 2008 and subsequent financial periods.
• The period of total uninterrupted engagement including previous
renewals and reappointments is 19 years, covering the years ending 31 January
2008 to 31 January 2026.
• The audit opinion is consistent with the additional report to the
audit committee.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Section 262 of The Companies (Guernsey) Law 2008. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's 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 and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Richard Geoffrey Le Tissier
For and on behalf of Ernst & Young LLP
Guernsey
27 May 2026
Report of the Independent Auditors
To the Directors of HarbourVest Global Private Equity Limited
Opinion
We have audited the consolidated financial statements of HarbourVest Global
Private Equity Limited (the "Company") and its subsidiaries ("the Group"),
which comprise the consolidated statements of assets and liabilities,
including the consolidated schedule of investments, as of 31 January 2026 and
2025, and the related consolidated statements of operations, changes in net
assets and cash flows for the year then ended, and the related notes 1 to 12
(collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of the Group at 31 January 2026 and
2025, and the results of its operations, changes in its net assets and its
cash flows for the year then ended in accordance with accounting principles
generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America (GAAS). Our responsibilities under
those standards are further described in the Auditor's Responsibilities for
the Audit of the Financial Statements section of our report. We are required
to be independent of the Group and to meet our other ethical responsibilities
in accordance with the relevant ethical requirements relating to our audit. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Substantial Doubt About the Company's Ability to Continue as a Going Concern
The accompanying Consolidated Financial Statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 2 to
the Consolidated Financial Statements, a continuation vote is scheduled in
July 2026 and this event indicates that a material uncertainty exists that may
cast substantial doubt on the Group and Company's ability to continue as a
going concern. The Consolidated Financial Statements do not include any
adjustments that might result from the outcome of this uncertainty. Our
opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the
financial statements in accordance with accounting principles generally
accepted in the United States of America, and for the design, implementation,
and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free of material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is required to evaluate
whether there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Group's ability to continue as a going
concern for one year after the date that the financial statements are
available to be issued.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free of material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in
accordance with GAAS will always detect a material misstatement when it
exists. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a
substantial likelihood that, individually or in the aggregate, they would
influence the judgment made by a reasonable user based on the financial
statements.
In performing an audit in accordance with GAAS, we:
• Exercise professional judgment and maintain professional skepticism
throughout the audit.
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, and design and perform
audit procedures responsive to those risks. Such procedures include examining,
on a test basis, evidence regarding the amounts and disclosures in the
financial statements.
• Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by management, as well
as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events,
considered in the aggregate, that raise substantial doubt about the Group's
ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit, significant
audit findings, and certain internal control-related matters that we
identified during the audit.
Other Information
Management is responsible for the other information. The other information
comprises the Strategic Report, Governance, and Other Information included in
the annual report but does not include the financial statements and our
auditor's report thereon. Our opinion on the financial statements does not
cover the other information, and we do not express an opinion or any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and consider whether a material inconsistency
exists between the other information and the financial statements, or the
other information otherwise appears to be materially misstated. If, based on
the work performed, we conclude that an uncorrected material misstatement of
the other information exists, we are required to describe it in our report.
Ernst & Young LLP
Guernsey, Channel Islands
27 May 2026
Consolidated Statements of Assets and Liabilities
AT 31 JANUARY 2026 AND 2025
In US Dollars 2026 2025
(in thousands*) (in thousands*)
Assets
Investments (Note 4) 4,712,575 4,374,601
Cash and equivalents 123,368 122,990
Other assets 15,371 19,566
Accounts receivable from HarbourVest Advisers L.P. (Note 9) 241 244
Total assets 4,851,555 4,517,401
Liabilities
Amounts due under the credit facilities (Note 6) 570,000 480,000
Accounts payable and accrued expenses 13,613 14,444
Total liabilities 583,613 494,444
Net assets $4,267,942 $4,022,957
Net assets consist of
Shares, unlimited shares authorised, 71,854,160 and 74,268,671 shares issued 4,267,942 4,022,957
and outstanding at 31 January 2026 and 31 January 2025 respectively, no par
value
Net assets $4,267,942 $4,022,957
Net asset value per share $59.40 $54.17
* Except net asset value per share.
The accompanying notes are an integral part of the Financial Statements.
The Financial Statements on pages 100 to 116 were approved by the Board on 27
May and were signed on its behalf by:
Ed
Warner
Steven Wilderspin
Chair
Chair of the Audit and Risk Committee
Consolidated Statements of Operations
FOR THE YEARS ENDED 31 JANUARY 2026 AND 2025
In US Dollars 2026 2025
(in thousands) (in thousands)
Realised and unrealised gains on investments
Net realised gain on investments 235,544 150,618
Net change in unrealised appreciation on investments 156,001 105,227
Net gain on investments 391,545 255,845
Investment income
Interest and dividends from cash and equivalents 4,097 5,762
Other income 310 228
Expenses
Interest expense (Note 6) 43,068 36,353
Commitment fees (Note 6) 6,571 6,901
Financing expenses 4,973 3,720
Investment services (Note 3) 3,076 2,884
Professional fees 1,867 1,056
Marketing expenses 987 761
Directors' fees and expenses (Note 9) 574 492
Tax expenses 99 37
Management fees (Note 3) 65 110
Other expenses 1,519 1,010
Total expenses 62,799 53,324
Net investment loss (58,392) (47,334)
Net increase in net assets resulting from operations $333,153 $208,511
The accompanying notes are an integral part of the Financial Statements.
Consolidated Statements of Changes in Net Assets
FOR THE YEARS ENDED 31 JANUARY 2026 AND 2025
In US Dollars 2026 2025
(in thousands) (in thousands)
Increase in net assets from operations
Net realised gain on investments 235,544 150,618
Net change in unrealised appreciation on investments 156,001 105,227
Net investment loss (58,392) (47,334)
Net increase in net assets resulting from operations 333,153 208,511
Capital share transactions
Share repurchase (88,168) (106,126)
Net decrease in net assets from capital share transactions (88,168) (106,126)
Total increase in net assets 244,985 102,385
Net assets at beginning of year 4,022,957 3,920,572
Net assets at end of year $4,267,942 $4,022,957
The accompanying notes are an integral part of the Financial Statements.
Consolidated Statements of Cash Flows
FOR THE YEARS ENDED 31 JANUARY 2026 AND 2025
In US Dollars 2026 2025
(in thousands) (in thousands)
Cash flows from operating activities
Net increase in net assets resulting from operations 333,153 208,511
Adjustments to reconcile net increase in net assets resulting from operations
to net cash used in operating activities:
Net realised gain on investments (235,544) (150,618)
Net change in unrealised appreciation on investments (156,001) (105,227)
Contributions to private equity investments (381,061) (443,568)
Distributions from private equity investments 434,632 382,418
Other 3,367 (7,556)
Net cash used in operating activities (1,454) (116,040)
Cash flows from financing activities
Proceeds from borrowing on the credit facilities 120,000 570,000
Repayments in respect of the credit facilities (30,000) (365,000)
Share repurchase (88,168) (106,126)
Net cash provided by financing activities 1,832 98,874
Net change in cash and equivalents 378 (17,166)
Cash and equivalents at beginning of year 122,990 140,156
Cash and equivalents at end of year $123,368 $122,990
Supplemental disclosure:
Interest paid during the year $42,566 $36,396
The accompanying notes are an integral part of the Financial Statements.
Consolidated Schedule of Investments
AT 31 JANUARY 2026
US Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
HarbourVest Partners VI-Direct Fund L.P. 1,313 46,722 41,081 3,526 0.1
HarbourVest Partners VII-Venture Partnership Fund L.P.(†) 2,319 135,290 206,567 539 0.0
HarbourVest Partners VIII-Cayman Mezzanine and Distressed Debt Fund L.P. 2,000 48,202 62,811 681 0.0
HarbourVest Partners VIII-Cayman Buyout Fund L.P. 7,500 245,259 421,171 627 0.0
HarbourVest Partners VIII-Cayman Venture Fund L.P. 1,000 49,192 96,935 22,655 0.5
HarbourVest Partners IX-Cayman Buyout Fund L.P. 8,520 62,761 118,245 13,160 0.3
HarbourVest Partners IX-Cayman Credit Opportunities Fund L.P. 1,438 11,111 15,321 1,309 0.0
HarbourVest Partners IX-Cayman Venture Fund L.P. 3,500 66,826 170,802 53,116 1.2
HarbourVest Partners 2013 Cayman Direct Fund L.P. 3,229 97,131 174,973 17,904 0.4
HarbourVest Partners Cayman Cleantech Fund II L.P. 900 19,156 29,645 10,362 0.2
HarbourVest Partners X Buyout Feeder Fund L.P. 34,650 217,378 207,923 192,957 4.5
HarbourVest Partners X Venture Feeder Fund L.P. 6,290 141,764 133,340 255,092 6.0
HarbourVest Partners Mezzanine Income Fund L.P. 8,155 42,067 76,956 5,151 0.1
HarbourVest Partners XI Buyout Feeder Fund L.P. 62,300 287,700 92,396 388,453 9.1
HarbourVest Partners XI Micro Buyout Feeder Fund L.P. 5,655 59,345 23,414 80,537 1.9
HarbourVest Partners XI Venture Feeder Fund L.P. 13,300 176,736 54,284 268,727 6.3
HarbourVest Partners XII Buyout Feeder Fund L.P. 252,450 242,550 5,403 312,259 7.3
HarbourVest Partners XII Micro Buyout Feeder Fund L.P. 36,800 43,200 579 48,598 1.2
HarbourVest Partners XII Venture Feeder Fund L.P. 56,363 78,638 1,061 112,034 2.6
HarbourVest Partners XII Venture AIF SCSp 54,625 60,450 378 84,092 2.0
HarbourVest Infrastructure Income Delaware Parallel Partnership - 117,233 43,150 130,925 3.1
HarbourVest Partners XIII Buyout Feeder Fund L.P. 66,500 3,500 - 4,141 0.1
HarbourVest Partners XIII Small Cap Feeder Fund L.P. 18,000 2,000 - 2,135 0.1
HarbourVest Partners XIII Venture Feeder Fund L.P. 38,000 2,000 - 2,403 0.1
Total US Funds 684,805 2,256,210 1,976,434 2,011,381 47.1
International/Global Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
Dover Street VII Cayman L.P. 4,250 83,504 118,312 109 0.0
HIPEP VI-Cayman Partnership Fund L.P.** 5,926 117,845 202,435 31,028 0.7
HIPEP VI-Cayman Asia Pacific Fund L.P. 2,500 47,687 68,513 8,216 0.2
HIPEP VI-Cayman Emerging Markets Fund L.P. - 30,059 24,590 9,705 0.2
Dover Street VIII Cayman L.P. 14,400 165,724 266,629 6,463 0.2
HVPE Charlotte Co-Investment L.P. - 93,894 162,267 820 0.0
HarbourVest Global Annual Private Equity Fund L.P. 9,000 91,001 166,618 51,741 1.2
HIPEP VII Partnership Feeder Fund L.P. 9,688 115,313 156,244 111,464 2.6
HIPEP VII Asia Pacific Feeder Fund L.P. 1,200 28,800 27,951 24,002 0.6
HIPEP VII Emerging Markets Feeder Fund L.P. 2,600 17,400 13,810 17,186 0.4
HIPEP VII Europe Feeder Fund L.P. (††) 7,466 64,329 103,061 64,767 1.5
HarbourVest Canada Parallel Growth Fund L.P.(‡‡) 2,893 21,298 26,103 18,746 0.4
HarbourVest 2015 Global Fund L.P. 7,000 93,017 137,422 58,913 1.4
HarbourVest 2016 Global AIF L.P. 10,000 90,026 109,672 60,784 1.4
HarbourVest Partners Co-Investment IV AIF L.P. 7,000 93,000 113,331 52,215 1.2
Dover Street IX Cayman L.P. 9,000 91,000 108,021 40,312 0.9
HarbourVest Real Assets III Feeder L.P. 3,750 46,250 27,680 38,557 0.9
HarbourVest 2017 Global AIF L.P. 15,000 85,021 91,478 65,731 1.5
HIPEP VIII Partnership AIF L.P. 15,725 154,275 75,851 180,543 4.2
Secondary Overflow Fund III L.P. 22,354 62,804 86,057 33,576 0.8
HarbourVest Asia Pacific VIII AIF Fund L.P. 3,375 46,631 18,334 46,566 1.1
HarbourVest 2018 Global Feeder Fund L.P. 7,700 62,300 40,689 67,479 1.6
HarbourVest Partners Co-Investment V Feeder Fund L.P. 22,500 77,548 81,378 84,258 2.0
HarbourVest Real Assets IV Feeder L.P. 8,500 41,500 20,349 40,132 0.9
HarbourVest 2019 Global Feeder Fund L.P. 18,000 82,007 37,901 98,461 2.3
HarbourVest Credit Opportunities Fund II L.P. 1,500 48,500 25,571 41,689 1.0
Dover Street X Feeder Fund L.P. 27,000 123,018 56,941 127,689 3.0
Secondary Overflow Fund IV L.P. 42,566 86,840 36,837 96,084 2.3
International/Global Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
HIPEP IX Feeder Fund L.P. 203,700 281,308 32,760 341,670 8.0
HarbourVest 2020 Global Feeder Fund L.P. 6,500 43,501 6,381 54,455 1.3
HarbourVest Partners Co-Investment VI Feeder Fund L.P. 18,750 106,256 6,933 131,560 3.1
HarbourVest Asia Pacific 5 Feeder Fund L.P. 121,500 178,500 1,163 214,086 5.0
HarbourVest 2021 Global Feeder Fund L.P. 44,522 125,530 8,403 145,148 3.4
HarbourVest 2022 Global Feeder Fund L.P. 46,000 54,000 3,794 74,421 1.7
Dover Street XI Feeder Fund L.P. 122,500 127,500 16,277 157,069 3.7
HarbourVest Credit Opportunities III Feeder Fund L.P. 106,875 18,125 2,880 17,506 0.4
HIPEP X Feeder Fund L.P. 300,800 19,200 - 30,969 0.7
HarbourVest Infrastructure Opportunities III Feeder Fund L.P. 92,000 8,000 1,328 13,560 0.3
Secondary Overflow Fund V L.P. - - - (143) 0.0
HarbourVest Partners Stewardship Feeder Fund L.P. 20,388 14,666 - 15,923 0.4
HarbourVest Private Equity Continuation Solutions Feeder Fund L.P. 50,000 - - 1,472 0.0
HarbourVest HVGPE SMA L.P. (Tranche 1) 99,063 25,938 - 26,262 0.6
HarbourVest HVGPE SMA L.P. (Tranche 2) 250,000 - - - 0.0
Total International/Global Funds 1,763,489 3,163,116 2,483,963 2,701,194 63.3
Total Investments 2,448,294 5,419,326 4,460,397 4,712,575 110.4
* Includes purchase of limited partner interests for shares and cash
at the time of HVPE's IPO.
† Includes ownership interests in HarbourVest Partners VII-Cayman
Partnership entities.
** Fund denominated in euros. Commitment amount is €100,000,000.
†† Fund denominated in euros. Commitment amount is €63,000,000.
‡‡ Fund denominated in Canadian dollars. Commitment amount is
C$32,000,000.
As of 31 January 2026, the cost basis of partnership investments is
$3,089,895,000.
Totals and subtotals may not recalculate due to rounding.
The accompanying notes are an integral part of the Financial Statements.
Consolidated Schedule of Investments
AT 31 JANUARY 2025
US Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
HarbourVest Partners VI-Direct Fund L.P. 1,313 46,722 41,081 2,508 0.1
HarbourVest Partners VII-Venture Partnership Fund L.P.(†) 2,319 135,290 205,308 1,558 0.0
HarbourVest Partners VIII-Cayman Mezzanine and Distressed Debt Fund L.P. 2,000 48,202 62,811 679 0.0
HarbourVest Partners VIII-Cayman Buyout Fund L.P. 7,500 245,259 420,282 1,517 0.0
HarbourVest Partners VIII-Cayman Venture Fund L.P. 1,000 49,192 92,447 17,035 0.4
HarbourVest Partners IX-Cayman Buyout Fund L.P. 8,520 62,761 109,735 24,230 0.6
HarbourVest Partners IX-Cayman Credit Opportunities Fund L.P. 1,438 11,111 14,141 3,061 0.1
HarbourVest Partners IX-Cayman Venture Fund L.P. 3,500 66,826 148,455 71,624 1.8
HarbourVest Partners 2013 Cayman Direct Fund L.P. 3,229 97,131 166,055 29,717 0.7
HarbourVest Partners Cayman Cleantech Fund II L.P. 900 19,156 21,404 17,014 0.4
HarbourVest Partners X Buyout Feeder Fund L.P. 34,650 217,378 178,034 222,685 5.5
HarbourVest Partners X Venture Feeder Fund L.P. 6,290 141,764 113,071 254,014 6.3
HarbourVest Partners Mezzanine Income Fund L.P. 8,155 42,067 74,761 10,344 0.3
HarbourVest Partners XI Buyout Feeder Fund L.P. 62,300 287,700 82,498 382,424 9.5
HarbourVest Partners XI Micro Buyout Feeder Fund L.P. 5,655 59,345 21,957 76,178 1.9
HarbourVest Partners XI Venture Feeder Fund L.P. 13,300 176,736 46,989 244,019 6.1
HarbourVest Partners XII Buyout Feeder Fund L.P. 277,200 217,800 5,403 263,894 6.6
HarbourVest Partners XII Micro Buyout Feeder Fund L.P. 44,400 35,600 579 39,655 1.0
HarbourVest Partners XII Venture Feeder Fund L.P. 74,588 60,413 1,061 72,977 1.8
HarbourVest Partners XII Venture AIF SCSp 77,625 37,450 378 46,597 1.2
HarbourVest Infrastructure Income Delaware Parallel Partnership - 117,233 39,846 113,833 2.8
HarbourVest Partners XIII Buyout Feeder Fund L.P. 70,000 - - 133 0.0
HarbourVest Partners XIII Small Cap Feeder Fund L.P. 20,000 - - 18 0.0
HarbourVest Partners XIII Venture Feeder Fund L.P. 40,000 - - 120 0.0
Total US Funds 765,880 2,175,135 1,846,300 1,895,836 47.1
International/Global Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
Dover Street VII Cayman L.P. 4,250 83,504 118,312 108 0.0
HIPEP VI-Cayman Partnership Fund L.P.** 5,181 117,845 192,120 39,810 1.0
HIPEP VI-Cayman Asia Pacific Fund L.P. 2,500 47,687 64,495 12,245 0.3
HIPEP VI-Cayman Emerging Markets Fund L.P. - 30,059 21,678 14,333 0.4
Dover Street VIII Cayman L.P. 14,400 165,724 265,014 8,797 0.2
HVPE Charlotte Co-Investment L.P. - 93,894 162,267 839 0.0
HarbourVest Global Annual Private Equity Fund L.P. 9,000 91,001 152,834 63,634 1.6
HIPEP VII Partnership Feeder Fund L.P. 9,688 115,313 134,970 116,259 2.9
HIPEP VII Asia Pacific Feeder Fund L.P. 1,200 28,800 24,500 25,343 0.6
HIPEP VII Emerging Markets Feeder Fund L.P. 2,600 17,400 9,747 21,113 0.5
HIPEP VII Europe Feeder Fund L.P.(††) 6,528 64,329 90,515 64,428 1.6
HarbourVest Canada Parallel Growth Fund L.P.(‡‡) 2,709 21,298 18,565 24,335 0.6
HarbourVest 2015 Global Fund L.P. 7,000 93,017 128,444 62,336 1.5
HarbourVest 2016 Global AIF L.P. 15,000 85,026 99,040 65,823 1.6
HarbourVest Partners Co-Investment IV AIF L.P. 7,000 93,000 96,234 75,665 1.9
Dover Street IX Cayman L.P. 9,000 91,000 105,650 46,149 1.1
HarbourVest Real Assets III Feeder L.P. 3,750 46,250 26,469 37,774 0.9
HarbourVest 2017 Global AIF L.P. 18,000 82,021 74,805 79,505 2.0
HIPEP VIII Partnership AIF L.P. 15,725 154,275 56,301 174,526 4.3
Secondary Overflow Fund III L.P. 22,354 62,804 73,594 46,842 1.2
HarbourVest Asia Pacific VIII AIF Fund L.P. 3,375 46,631 14,544 46,272 1.2
HarbourVest 2018 Global Feeder Fund L.P. 10,150 59,850 30,212 72,899 1.8
HarbourVest Partners Co-Investment V Feeder Fund L.P. 22,500 77,548 44,752 112,143 2.8
HarbourVest Real Assets IV Feeder L.P. 8,500 41,500 16,912 41,390 1.0
HarbourVest 2019 Global Feeder Fund L.P. 26,000 74,007 18,410 104,468 2.6
HarbourVest Credit Opportunities Fund II L.P. 1,500 48,500 20,383 43,293 1.1
Dover Street X Feeder Fund L.P. 30,000 120,018 46,853 134,688 3.3
Secondary Overflow Fund IV L.P. 45,290 84,116 30,870 94,977 2.4
International/Global Funds In US Dollars
Unfunded Amount Distributions Fair Value Fair Value
Commitment Invested* Received (in thousands) as a % of
(in thousands) (in thousands) (in thousands) Net Assets
HIPEP IX Feeder Fund L.P. 261,900 223,108 21,284 243,790 6.1
HarbourVest 2020 Global Feeder Fund L.P. 7,750 42,251 4,633 50,263 1.2
HarbourVest Partners Co-Investment VI Feeder Fund L.P. 18,750 106,256 1,917 131,532 3.3
HarbourVest Asia Pacific 5 Feeder Fund L.P. 169,500 130,500 1,163 145,251 3.6
HarbourVest 2021 Global Feeder Fund L.P. 58,122 111,930 5,359 126,324 3.1
HarbourVest 2022 Global Feeder Fund L.P. 57,500 42,500 1,185 56,597 1.4
Dover Street XI Feeder Fund L.P. 187,500 62,500 5,432 80,512 2.0
HarbourVest Credit Opportunities III Feeder Fund L.P. 125,000 - - 1,143 0.0
HIPEP X Feeder Fund L.P. 320,000 - - 2,901 0.1
HarbourVest Infrastructure Opportunities III Feeder Fund L.P. 100,000 - - 2,740 0.1
Secondary Overflow Fund V L.P. - - - (97) 0.0
HarbourVest Partners Stewardship Feeder Fund L.P. 27,388 7,666 - 8,078 0.2
HarbourVest Private Equity Continuation Solutions Feeder Fund L.P. 50,000 - - (262) 0.0
Total International/Global Funds 1,686,608 2,863,130 2,179,464 2,478,766 61.6
Total Investments 2,452,488 5,038,265 4,025,764 4,374,601 108.7
* Includes purchase of limited partner interests for shares and cash
at the time of HVPE's IPO.
† Includes ownership interests in HarbourVest Partners VII-Cayman
Partnership entities.
** Fund denominated in euros. Commitment amount is €100,000,000.
†† Fund denominated in euros. Commitment amount is €63,000,000.
‡‡ Fund denominated in Canadian dollars. Commitment amount is
C$32,000,000.
As of 31 January 2025, the cost basis of partnership investments is
$2,907,922,000.
Totals and subtotals may not recalculate due to rounding.
The accompanying notes are an integral part of the Financial Statements.
Notes to the Consolidated Financial Statements
Note 1 Company Organisation and Investment Objective
HarbourVest Global Private Equity Limited (the "Company" or "HVPE") is a
closed-ended investment company registered with the Registrar of Companies in
Guernsey under The Companies (Guernsey) Law, 2008. The Company's registered
office is BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1
1WA.
The Company was incorporated and registered in Guernsey on 18 October 2007.
HVPE is designed to offer shareholders long-term capital appreciation by
investing in a diversified portfolio of private equity investments. The
Company invests in private equity through private equity funds and may make
co-investments or other opportunistic investments. The Company is managed by
HarbourVest Advisers L.P. (the "Investment Manager"), an affiliate of
HarbourVest Partners, LLC ("HarbourVest"), a private equity fund-of-funds
manager. The Company intends to invest in and alongside existing and
newly-formed HarbourVest funds. HarbourVest is a global private equity fund of
funds manager and typically invests capital in primary partnerships, secondary
investments, and direct investments across vintage years, geographies,
industries, and strategies.
Operations of the Company commenced on 6 December 2007, following the initial
global offering of the Class A Ordinary Shares.
Share Capital
At 31 January 2026, the Company's 71,854,160 shares were listed on the London
Stock Exchange under the symbol "HVPE". The shares are entitled to the income
and increases and decreases in the net asset value ("NAV") of the Company, and
to any dividends declared and paid, and have full voting rights. Dividends may
be declared by the Board of Directors and paid from available assets subject
to the Directors being satisfied that the Company will, immediately after
payment of the dividend, satisfy the statutory solvency test prescribed by The
Companies (Guernsey) Law, 2008. The Company repurchased 2,414,511 and
3,414,837 shares during the years ended 31 January 2026 and 31 January 2025,
respectively.
Dividends would be paid to shareholders pro rata to their shareholdings.
The shareholders must approve any amendment to the Memorandum and Articles of
Incorporation. The approval of 75% of the shares is required in respect of any
changes that are administrative in nature, any material change from the
investment strategy and/or investment objective of the Company, or any
material change to the terms of the Investment Management Agreement.
There is no minimum statutory capital requirement under Guernsey law.
Investment Manager, Company Secretary, and Administrator
The Directors have delegated certain day-to-day operations of the Company to
the Investment Manager and the Company Secretary and Administrator, under
advice of the Directors, pursuant to service agreements with those parties,
within the context of the strategy set by the Board. The Investment Manager is
responsible for, among other things, selecting, acquiring, and disposing of
the Company's investments, carrying out financing, cash management, and risk
management activities, providing investment advisory services, including with
respect to HVPE's investment policies and procedures, and arranging for
personnel and support staff of the Investment Manager to assist in the
administrative and executive functions of the Company.
Directors
The Directors are responsible for the determination of the investment policy
of the Company on the advice of the Investment Manager and have overall
responsibility for the Company's activities. This includes the periodic review
of the Investment Manager's compliance with the Company's investment policies
and procedures, and the approval of certain investments. A majority of
Directors must be independent Directors and not affiliated with HarbourVest or
any affiliate of HarbourVest.
Note 2 Summary of Significant Accounting Policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Company's
consolidated financial statements ("Financial Statements").
Basis of Preparation
The Company maintains an overcommitment strategy in an attempt to remain fully
invested over time (refer to Note 5 on page 114 for further details on
unfunded commitments). HarbourVest prepares forecasts and predictions to
provide assurance that the Company has sufficient resources to meet its
ongoing requirements.
As part of this process the Investment Manager has created revised model
scenarios with varying degrees of decline in investment value and investment
distributions, with the worst being an Extreme Downside scenario representing
an impact to the portfolio that is worse than that experienced during the GFC.
All models support that the Company has enough resources to meet the Company's
upcoming financial obligations. However, in all circumstances HVPE can take
steps to limit or mitigate the impact on the Consolidated Statements of Assets
and Liabilities, namely drawing on the credit facility, pausing new
commitments, raising additional credit or capital, and selling assets to
increase liquidity and reduce outstanding commitments.
A continuation vote is scheduled in July 2026, which falls within the going
concern assessment period. While the addition of the continuation vote
improves HVPE's corporate governance, at the time of preparation of this
report the outcome of the continuation vote is not known. As contemplated in
the AIC Statement of Recommended Practice when a company is approaching a
continuation vote, this indicates the existence of a material uncertainty that
may cast significant doubt on the Company's ability to continue as a going
concern over the assessment period. Having carefully assessed the Company's
position, the Board is confident that shareholders will support the Company's
continuation and, therefore, considers it appropriate to prepare the financial
statements on a going concern basis.
Basis of Presentation
The Financial Statements include the accounts of HarbourVest Global Private
Equity Limited and its three wholly owned subsidiaries: HVGPE - Domestic A
L.P., HVGPE - Domestic B L.P., and HVGPE - Domestic C L.P. (together "the
undertakings"). Each of the subsidiaries is a Cayman Islands limited
partnership formed to facilitate the purchase of certain investments. All
intercompany accounts and transactions have been eliminated in consolidation.
Method of Accounting
The Financial Statements are prepared in conformity with US generally accepted
accounting principles ("US GAAP"), The Companies (Guernsey) Law, 2008, and the
Principal Documents. Under applicable rules of Guernsey law implementing the
EU Transparency Directive, the Company is allowed to prepare its financial
statements in accordance with US GAAP instead of International Financial
Reporting Standards ("IFRS").
The Company is an investment company following the accounting and reporting
guidance of the Financial Accounting Standards Boards ("FASB") Accounting
Standards Codification ("ASC") Topic 946 - Financial Services - Investment
Companies.
Estimates
The preparation of the Financial Statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the amounts
reported in the Financial Statements and accompanying notes. Actual results
could differ from those estimates.
Investments
Investments are stated at fair value in accordance with the Company's
investment valuation policy. The Board has concluded specifically that climate
change, including physical and transition risks, does not have a material
impact on the recognition and separate measurement considerations of the
assets and liabilities of the Group in the financial statements as of 31
January 2026, but recognises that climate change may have an effect on the
investments held in the underlying partnerships. The inputs used to determine
fair value include financial statements provided by the investment
partnerships which typically include fair market value capital account
balances. In reviewing the underlying financial statements and capital account
balances, the Company considers compliance with ASC Topic 820 - Fair Value
Measurement, the currency in which the investment is denominated, and other
information deemed appropriate.
The fair value of the Company's investments is primarily based on the most
recently reported NAV provided by the underlying Investment Manager as a
practical expedient under ASC Topic 820. This fair value is then adjusted for
known investment operating expenses and subsequent transactions, including
investments, realisations, changes in foreign currency exchange rates, and
changes in value of private and public securities. This valuation does not
necessarily reflect amounts that might ultimately be realised from the
investment and the difference can be material.
During the year, the Company entered into an asset sale agreement with respect
to certain underlying investments. For the portion of investments subject to
this agreement, fair value has been estimated based on the pricing set forth
in the executed agreement, as adjusted for any relevant subsequent cash flows
through the measurement date. The valuation of these investments incorporates
significant unobservable inputs, primarily the terms of the agreement,
including assumptions regarding the consummation and timing of the
transaction. Accordingly, such investments are classified within Level 3 of
the fair value hierarchy in accordance with ASC Topic 820.
Securities for which a public market does exist are valued by the Company at
quoted market prices at the year-end date. Generally, the partnership
investments have a defined term and cannot be transferred without the consent
of the GP of the limited partnership in which the investment has been made.
Foreign Currency Transactions
The currency in which the Company operates is US dollars, which is also the
presentation currency. Transactions denominated in foreign currencies are
recorded in the local currency at the exchange rate in effect at the
transaction dates. Foreign currency investments, investment commitments, cash
and equivalents, and other assets and liabilities are translated at the rates
in effect at the year-end date. Foreign currency translation gains and losses
are included in realised and unrealised gains (losses) on investments as
incurred. The Company does not segregate that portion of realised or
unrealised gains and losses attributable to foreign currency translation on
investments.
Cash and Equivalents
The Company considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents. The carrying amount included
in the Consolidated Statements of Assets and Liabilities for cash and
equivalents approximates their fair value. The Company maintains bank accounts
denominated in US dollars, in euros, and in pounds sterling. The Company may
invest excess cash balances in highly liquid instruments such as certificates
of deposit, sovereign debt obligations of certain countries, and money market
funds that are highly rated by the credit rating agencies.
The associated credit risk of the cash and equivalents is monitored by the
Board and the Investment Manager on a regular basis. The Board has authorised
the Investment Manager to manage the cash balances on a daily basis according
to the terms set out in the treasury policies created by the Board.
Investment Income
Investment income includes interest from cash and equivalents, dividends, and
interest received from certain investments due to subsequent fund closings.
Dividends are recorded when they are declared, and interest is recorded when
earned. Interest and dividend income are presented net of withholding tax, if
any.
Operating Expenses
Operating expenses include amounts directly incurred by the Company as part of
its operations, and do not include amounts incurred from the operations of the
investment entities.
Net Realised Gains and Losses on Investments
For investments in private equity funds, the Company records its share of
realised gains and losses as reported by the Investment Manager including
fund-level related expenses and management fees, and is net of any carry
allocation. Realised gains and losses are calculated as the difference between
proceeds received and the related cost of the investment.
Net Change in Unrealised Appreciation and Depreciation on Investments
For investments in private equity funds, the Company records its share of
change in unrealised gains and losses as reported by the Investment Manager as
an increase or decrease in unrealised appreciation or depreciation of
investments and is net of any carry allocation. When an investment is
realised, the related unrealised appreciation or depreciation is recognised as
realised.
Income Taxes
The Company is registered in Guernsey as a tax exempt company. The States of
Guernsey Income Tax Authority has granted the Company exemption from Guernsey
income tax under the provision of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance 1989 and the Company will be charged an annual exemption fee of
£1,600 included as other expenses in the Consolidated Statements of
Operations. Income may be subject to withholding taxes imposed by the US or
other countries, which will impact the Company's effective tax rate.
Investments made in entities that generate US source income may subject the
Company to certain US federal and state income tax consequences. A US
withholding tax at the rate of 30% may be applied on the distributive share of
any US source dividends and interest (subject to certain exemptions) and
certain other income that is received directly or through one or more entities
treated as either partnerships or disregarded entities for US federal income
tax purposes. Furthermore, investments made in entities that generate income
that is effectively connected with a US trade or business may also subject the
Company to certain US federal and state income tax consequences. The US
requires withholding on effectively connected income for corporate partners at
the rate of 21%. In addition, the Company may also be subject to a branch
profits tax which can be imposed at a rate of up to 30% of any after-tax,
effectively connected income associated with a US trade or business. However,
no amounts have been accrued.
The Company accounts for income taxes under the provisions of ASC Topic 740 -
Income Taxes. This standard establishes consistent thresholds as it relates to
accounting for income taxes. It defines the threshold for recognising the
benefits of tax-return positions in the financial statements as
"more-likely-than-not" to be sustained by the taxing authority and requires
measurement of a tax position meeting the more-likely-than-not criterion,
based on the largest benefit that is more than 50% likely to be realised. For
the year ended 31 January 2026, the Investment Manager has analysed the
Company's inventory of tax positions taken with respect to all applicable
income tax issues for all open tax years (in each respective jurisdiction),
and has concluded that no provision for income tax is required in the
Company's Financial Statements.
Shareholders in certain jurisdictions may have individual tax consequences
from ownership of the Company's shares. The Company has not included the
impact of these tax consequences on the shareholders in these Financial
Statements.
Market and Other Risk Factors
The Company's investments are subject to various risk factors including market
price, credit, interest rate, liquidity, and currency risk. Investments are
based primarily in the US, Europe, and Asia Pacific, and thus have
concentrations in such regions. The Company's investments are also subject to
the risks associated with investing in leveraged buyout and venture capital
transactions that are illiquid and non-publicly traded. Such investments are
inherently more sensitive to declines in revenues and to increases in expenses
that may occur due to general downward swings in the world economy or other
risk factors including increasingly intense competition, rapid changes in
technology, changes in federal, state and foreign regulations, and limited
capital investments.
The Company is subject to credit and liquidity risk to the extent any
financial institution with which it conducts business is unable to fulfil
contracted obligations on its behalf. Management monitors the financial
condition of those financial institutions and does not anticipate any losses
from these counterparties.
Note 3 Material Agreements and Related Fees
Administrative Agreement
The Company has retained BNP Paribas S.A., Guernsey Branch ("BNP") as Company
Secretary and Administrator. Fees for these services are paid as invoiced by
BNP and include an administration fee of £50,000 per annum, a secretarial fee
of £60,000 per annum, a compliance services fee of £15,000 per annum, ad-hoc
service fees, and reimbursable expenses. During the years ended 31 January
2026 and 2025, fees of $231,000 and $184,000, respectively, were incurred to
BNP and are included as other expenses in the Consolidated Statements of
Operations.
Registrar
The Company has retained MUFG, previously Link Market Services, as share
registrar. Fees for this service include a base fee of £17,000, plus other
miscellaneous expenses. During the years ended 31 January 2026 and 2025,
registrar fees of $47,000 and $22,000, respectively, were incurred and are
included as other expenses in the Consolidated Statements of Operations.
Independent Auditor's Fees
For the years ended 31 January 2026 and 2025, auditor fees of $594,000 and
$433,000 were accrued, respectively, and are included in professional fees in
the Consolidated Statements of Operations. The 31 January 2026 figure includes
$404,000 relating to the 31 January 2026 annual audit fee and a $67,000
true-up relating to the prior financial year's audit fee. The 31 January 2025
figure includes $319,000 relating to the 31 January 2025 annual audit fee and
a $3,000 credit relating to the prior financial year's audit fee. In addition,
the 31 January 2026 and 2025 figures include fees of $123,000 and $117,000,
respectively, for audit related services due to the Auditor, Ernst & Young
LLP, conducting a review of the Interim Financial Statements for each period
end. There were no other non-audit fees paid to the Auditor by the Company
during the years ended 31 January 2026 and 2025.
Investment Management Agreement
The Company has retained HarbourVest Advisers L.P. as the Investment Manager.
The Investment Manager is reimbursed for costs and expenses incurred on behalf
of the Company in connection with the management and operation of the Company.
During the years ended 31 January 2026 and 2025, reimbursements for services
provided by the Investment Manager were $3,076,000 and $2,884,000,
respectively. As of 1 February 2022, the Investment Manager is reimbursed on a
fixed fee basis rather than an hourly basis. The Investment Manager does not
directly charge HVPE management fees or performance fees other than with
respect to parallel investments. However, as an investor in the HarbourVest
funds, HVPE is charged the same management fees and is subject to the same
performance allocations as other investors in such HarbourVest funds.
During the years ended 31 January 2026 and 2025, HVPE had one parallel
investment: HarbourVest Structured Solutions II, L.P. (via HVPE Charlotte
Co-Investment L.P.). Management fees paid for the parallel investment made by
the Company were consistent with the fees charged by the funds alongside which
the parallel investment was made during the years ended 31 January 2026 and
2025.
Management fees included in the Consolidated Statements of Operations are
shown in the table below:
2026 2025
(in thousands) (in thousands)
HVPE Charlotte Co-Investment L.P. $65 $110
For the years ended 31 January 2026 and 2025, management fees on the HVPE
Charlotte Co-Investment L.P. investment were calculated based on a weighted
average effective annual rate of 0.08% and 0.13% respectively, on capital
originally committed, net of management fee offsets to the parallel
investment.
Note 4 Investments
In accordance with the authoritative guidance on fair value measurements and
disclosures under generally accepted accounting principles in the US, the
Company discloses the fair value of its investments in a hierarchy that
prioritises the inputs to valuation techniques used to measure the fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The guidance
establishes three levels of the fair value hierarchy as follows:
Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to access at
the measurement date;
Level 2 - Inputs other than quoted prices that are observable for the asset or
liability either directly or indirectly, including inputs in markets that are
not considered to be active; and
Level 3 - Inputs that are unobservable.
An investment's level within the fair value hierarchy is based on the lowest
level of any input that is significant to the fair value measurement.
Because of the inherent uncertainty of these valuations, the estimated fair
value may differ significantly from the value that would have been used had a
ready market for this security existed, and the difference could be material.
Investments include limited partnership interests in HarbourVest funds which
report under US generally accepted accounting principles. Inputs used to
determine fair value are primarily based on the most recently reported NAV
provided by the underlying investment manager as a practical expedient under
ASC Topic 820. The fair value is then adjusted for known investment operating
expenses and subsequent transactions, including investments, realisations,
changes in foreign currency exchange rates, and changes in value of private
and public securities. Investments for which fair value is measured using NAV
per share as a practical expedient have not been categorised within the fair
value hierarchy.
The following table summarizes the levels used in valuing the Company's
investments as of 31 December 2025.
All amounts in U.S. dollars Level 1 Level 2 Level 3 Measured using NAV as a practical expedient Total
Partnership Investments - - $296,416,000 $4,416,159,000 $4,712,575,000
Total - - $296,416,000 $4,416,159,000 $4,712,575,000
Investments that are measured at fair value using the NAV as a practical
expedient have not been classified in the fair value hierarchy. The fair value
amounts presented in this table are intended to permit reconciliation of the
fair value hierarchy to the amounts presented in the Consolidated Statement of
Assets and Liabilities.
The Partnership recognizes transfers at fair value at 31 December 2025. During
the year ended 31 December 2025, there were transfers into Level 3 Investments
of $296,416,000 due to the Company's involvement in the asset sale transaction
described in Note 2.
The following table presents additional information about valuation
methodologies and inputs used for investments that are measured at fair value
and categorized within Level 3 as of December 31, 2025:
Asset Type Fair Value at December 31, 2025 Valuation Methodologies Unobservable Input(s) Range
Partnership Investments $296,416,000 Recent Transaction N/A N/A
Income derived from investments in HarbourVest funds is recorded using the
equity pick-up method. Under the equity pick-up-method of accounting, the
Company's proportionate share of the net income (loss) and net realised gains
(losses), as reported by the HarbourVest funds, is reflected in the
Consolidated Statements of Operations as net realised gain (loss) on
investments. The Company's proportionate share of the aggregate increase or
decrease in unrealised appreciation or depreciation, as reported by the
HarbourVest funds, is reflected in the Consolidated Statements of Operations
as net change in unrealised appreciation on investments.
During the years ended 31 January 2026 and 2025, the Company made
contributions of $381,061,000 and $443,568,000, respectively, to investments
and received distributions of $434,632,000 and $382,418,000, respectively,
from investments. As of 31 January 2026 and 2025, respectively, $4,416,159,000
and $4,374,601,000 of the Company's investments are valued using the practical
expedient.
Note 5 Commitments
As of 31 January 2026, the Company had unfunded investment commitments to
other limited partnerships of $2,448,294,000 which are payable upon notice by
the partnerships to which the commitments have been made. As of 31 January
2025 the Company had unfunded investment commitments to other limited
partnerships of $2,452,488,000.
The Investment Manager is not entitled to any direct remuneration (save
expenses incurred in the performance of its duties) from the Company, instead
deriving its fees from the management fees and carried interest payable by the
Company on its investments in underlying HarbourVest Funds. The Investment
Management Agreement (the "IMA"), which was amended and restated on 30 July
2019 and again on 31 January 2025, may be terminated by either party by giving
12 months' notice. In the event of termination within ten years and three
months of the date of the listing on the Main Market on 9 September 2015, the
Company would be required to pay a contribution, which would have been
$735,000 at 31 January 2025, as reimbursement of the Investment Manager's
remaining unamortised IPO costs. In addition, the Company would be required to
pay a fee equal to the aggregate of the management fees for the underlying
investments payable over the course of the 12-month period preceding the
effective date of such termination to the Investment Manager. As of 31 January
31 2026, no further contributions are required to be paid in the event of
termination.
Note 6 Debt Facility
The Company had an agreement with Mitsubishi UFJ Trust and Banking
Corporation, New York Branch, Credit Suisse AG, London Branch and The
Guardians of New Zealand Superannuation as manager and administrator of the
New Zealand Superannuation Fund for the provision of a multi-currency
revolving credit facility (the "2023 Facility") with a termination date no
earlier than January 2026, subject to usual covenants. During the year ended
31 January 2025, the Company terminated the 2023 Facility and entered into an
agreement with Apollo Management International LLP ("Apollo"), Ares Management
Limited ("Ares"), Mitsubishi UFJ Trust and Banking Corporation, London Branch
("MUFG"), and Guardians of New Zealand Superannuation as manager and
administrator of the New Zealand Superannuation Fund ("NZS") for the provision
of a multi-currency revolving credit facility (the "2024 Facility"), with a
termination date no earlier than June 2029, subject to usual covenants. The
Apollo commitment was $350 million, the Ares commitment was $350 million, the
MUFG commitment was $300 million and the NZS commitment was $200 million.
Collectively referred to as the Facilities.
Amounts borrowed against the Facilities accrue interest at an aggregate rate
of Term SOFR/SONIA/EURIBOR, a margin, and, under certain circumstances, a
mandatory minimum cost. The Facilities are secured by the private equity
investments and cash and equivalents of the Company, as defined in the
agreement and is subject to certain loan-to-value ratios (which factor in
borrowing on the Facilities and fund-level borrowing) and portfolio diversity
tests applied to the Investment Portfolio of the Company. At 31 January 2026
and 31 January 2025, there was $570,000,000 and $480,000,000 in debt
outstanding against the 2024 Facility, respectively. For the years ended 31
January 2026 and 2025, interest of $43,068,000 and $36,353,000, respectively,
was incurred. Included in other assets at 31 January 2026 and 31 January 2025
are deferred financing costs of $14,787,000 and $19,066,000, respectively,
related to refinancing the Facilities. The deferred financing costs are
amortised over the terms of the Facilities. For the 2023 Facility, the Company
was required to pay a non-utilisation fee of 100 basis points per annum for
the Credit Suisse commitment and 90 basis points per annum for the MUFG
commitment and a utilisation fee of 40 basis points per annum for the Credit
Suisse commitment. For the 2024 Facility, the Company is required to pay a
non-utilisation fee of 100 basis points per annum for all commitments.
Together, these are presented as Commitment fees on the Consolidated Statement
of Operations. For the years ended 31 January 2026 and 2025, $6,571,000 and
$6,901,000, respectively, in commitment fees have been incurred.
Note 7 Financial Highlights
For the Years Ended 31 January 2026 and 2025
In US Dollars 2026 2025
Shares
Per share operating performance:
Net asset value, beginning of period $54.17 $50.47
Net realised and unrealised gains 5.37 3.36
Net investment loss (0.80) (0.62)
Total from investment operations 4.57 2.74
Net increase from repurchase of Class A shares 0.66 0.96
Net asset value, end of period $59.40 $54.17
Market value, end of period $42.93* $34.15*
Total return at net asset value 9.7% 7.3%
Total return at market value 25.7% 17.2%
Ratios to average net assets
Expenses† 1.51% 1.34%
Net investment loss (1.41)% (1.19)%
* Represents the US dollar-denominated share price.
† Does not include operating expenses of underlying investments.
Note 8 Publication and Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its
total liabilities. The NAV per share is calculated by dividing the net asset
value by the number of shares in issue on that day. The Company publishes the
NAV per share of the shares as calculated, monthly in arrears, at each month
end, generally within 20 days.
Note 9 Related Party Transactions
Other amounts receivable from HarbourVest Advisers L.P. of $241,000 and
$244,000 represent expenses of the Company incurred in the ordinary course of
business, which have been paid for and are reimbursable from the Investment
Manager at 31 January 2026 and 2025, respectively.
Other income relates to income received from a revenue sharing agreement
entered into with the HarbourVest Infrastructure Income Delaware Parallel
Partnership ("HIIP") investment. Through such agreement, the Company is
entitled to 10% of the management fee revenue received by HarbourVest from
HIIP, provided that HarbourVest remains as HIIP's exclusive investment
manager.
Directors' fees and expenses, primarily compensation, of $574,000 and $492,000
were incurred during the years ended 31 January 2026 and 2025, respectively.
Note 10 Operating Segments
The Company adopted Financial Accounting Standards Board Accounting Standards
Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures ("ASU 2023-07"). Adoption of ASU 2023-07 impacted
financial statement disclosures only and did not affect the Company's
financial position or the results of its operations. An operating segment is
defined as a component of a public entity that engages in business activities
from which it may recognize revenues and incur expenses, has operating results
that are regularly reviewed by the public entity's chief operating decision
maker ("CODM") to make decisions about resources to be allocated to the
segment and assess its performance, and has discrete financial information
available. The executive leadership of the Company acts as the Company's CODM.
The Company represents a single operating segment, as the CODM monitors the
investment activity and cash flow of the Company as a whole. The financial
information in the form of the Company's fund investments, realised and
unrealised gains on investments, expenses and changes in net assets (i.e., net
increase (decrease) in net assets resulting from operations), which are used
by the CODM to assess the Company's performance and to make resource
allocation decisions for the Company's segments, is consistent with that
presented within the Company's consolidated financial statements. Detailed
financial information for the Company is reflected within the accompanying
financial statements with segment assets, cash flow, and operations
consolidated in the accompanying Consolidated Financial Statements.
Note 11 Indemnifications
General Indemnifications
In the normal course of business, the Company may enter into contracts that
contain a variety of representations and warranties and which provide for
general indemnifications. The Company's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Company that have not yet occurred. Based on the prior experience
of the Investment Manager, the Company expects the risk of loss under these
indemnifications to be remote.
Investment Manager Indemnifications
Consistent with standard business practices in the normal course of business,
the Company has provided general indemnifications to the Investment Manager,
any affiliate of the Investment Manager and any person acting on behalf of the
Investment Manager or such affiliate when they act in good faith, in the best
interest of the Company. The Company is unable to develop an estimate of the
maximum potential amount of future payments that could potentially result from
any hypothetical future claim but expects the risk of having to make any
payments under these general business indemnifications to be remote.
Directors' and Officers' Indemnifications
The Company's Articles of Incorporation provide that the Directors, managers
or other officers of the Company shall be fully indemnified by the Company
from and against all actions, expenses, and liabilities which they may incur
by reason of any contract entered into or any act in or about the execution of
their offices, except such (if any) as they shall incur by or through their
own negligence, default, breach of duty, or breach of trust, respectively.
Note 12 Subsequent Events
In the preparation of the Financial Statements, the Company has evaluated the
effects, if any, of events occurring after the balance sheet date.
In this period, the Company made purchases of 1,723,251 of its ordinary shares
for cancellation, for total consideration of £52,885,000.
On March 31, 2026, the Company completed a transaction in which it sold its
entire interest in one underlying investment fund and a portion of its
interests in several other underlying investment funds. An agreement related
to this transaction was signed in December 2025, and the transaction did not
close as of 31 January 2026.
There were no other events or material transactions subsequent to 31 January
2026 that required recognition or disclosure in the Consolidated Financial
Statements.
Alternative Performance Measures
Reconciliation of share price discount to Net Asset Value per Share
The share price discount to NAV per share will vary depending on which NAV per
share figure is used. The discount referred to elsewhere in this report is
calculated using the live NAVs per share available in the market as at 31
January 2025 and 31 January 2026, those being the 31 December 2024 and 31
December 2025 estimates of $52.38 (sterling equivalent £41.84) and $58.13
(sterling equivalent £42.47), respectively, adjusted for GBP/USD foreign
exchange movement, against share prices of £27.60 at 31 January 2025 and
£31.35 at 31 January 2026.
The table below outlines the notional discounts to the share price at 31
January 2026, based on the NAVs per share published after this date (31
January 2026 estimate and final). Movements between the published NAVs per
share for the same calendar date largely arise as further underlying fund
valuations are received, and as adjustments are made for public markets,
foreign exchange and operating expenses.
Date of NAV (estimate and final) NAV per Share NAV Converted at 31 January 2026 GBP/USD Exchange Rate (1.3686) Share Price at Discount to NAV at 31 January 2026
31 January 2026
Estimated NAV at 31 December 2025 (published 23 January 2026) $58.13 £42.47 £31.35 26%
Estimated NAV at 31 January 2026 (published 24 February 2026) $58.27 £42.58 £31.35 26%
Final NAV (US GAAP) at 31 January 2026 (published 28 May 2026) $59.40 £43.40 £31.35 28%
Annualised Outperformance of FTSE AW TR Index Over the Last 10 Years(1)
NAV (US dollar) Compound Annual Growth Rate ("CAGR")
31 January 2016 $16.75
31 January 2026 $59.40
Elapsed time (years) 10.0
US dollar CAGR 13.48%
FTSE AW TR Index (US dollar) CAGR
31 January 2016 $307.72
31 January 2026 $1,077.87
Elapsed time (years) 10.0
FTSE AW TR CAGR 13.34%
Annualised outperformance of FTSE AW TR Index Over the Last 10 Years 0.14%
calculation
13.48% minus 13.34% 0.14 percentage points ("pp")
1 No number has been re-rounded up nor down to ensure it casts
correctly in this section, thus preserving each component's true accuracy
given its impact on various other parts of the report.
Distribution Pool
The Distribution Pool is used to fund HVPE share buybacks or return capital to
shareholders by other means. The pool is funded by a proportion of the gross
distributions from the Company's portfolio.
12 months to 31 January 2026 ($ million) 12 months to 31 January 2025 ($ million)
Balance (beginning) $38 $0
Rolled from prior buyback programme $0 $12
Seed allocation(1) $0 $75
Share of Portfolio distributions $130(2) $57(3)
Share buybacks ($88) ($106)
Balance (closing) $80 $38
1 During the first year of its operation, the Distribution Pool was
additionally funded by a seed amount which was reallocated from a postponed
commitment to a HarbourVest fund.
2 Allocation to Distribution Pool calculated as 30% of gross
distributions in the year ended 31 January 2026.
3 Allocation to Distribution Pool calculated as 15% of gross
distributions in the year ended 31 January 2025.
KPIs (page 35)
The KPI metrics show the movement between the NAV per share (in US dollars)
and the share price in sterling and translated into US dollars. Relative to
the FTSE AW TR Index, this is the difference in movement between the
year-on-year change of this index versus the particular HVPE KPI.
NAV per Share ($) and relative performance
Date NAV per Share Absolute Performance FTSE AW TR Index Movement Relative Performance vs FTSE AW TR
31 January 2018 $21.46 16.2% 28.2% -12.0pp
31 January 2019 $24.09 12.3% -7.1% +19.3pp
31 January 2020 $27.58 14.5% 16.7% -2.2pp
31 January 2021 $35.97 30.4% 17.4% +13.0pp
31 January 2022 $49.11 36.5% 13.8% +22.8pp
31 January 2023 $48.52 -1.2% -7.3% +6.1pp
31 January 2024 $50.47 4.0% 15.3% -11.3pp
31 January 2025 $54.17 7.3% 21.0% -13.7pp
31 January 2026 $59.40 9.7% 22.8% -13.2pp
10-year outperformance of FTSE AW TR
NAV (US dollar)
31 January 2016 $16.75
31 January 2026 $59.40
US dollar total return 254.6%
FTSE AW TR (US dollar)
31 January 2016 $307.72
31 January 2026 $1,077.87
FTSE AW TR total return 250.3%
10-year outperformance of FTSE AW TR calculation
254.6% minus 250.3% 4.3 percentage points ("pp")
Total Shareholder Return (£)
Date Share Price (£) Period-on-period Change
31 January 2018 £12.52 +4.8%
31 January 2019 £14.26 +13.9%
31 January 2020 £18.36 +28.8%
31 January 2021 £18.70 +1.9%
31 January 2022 £27.75 +48.4%
31 January 2023 £22.10 -20.4%
31 January 2024 £23.15 +4.8%
31 January 2025 £27.60 +19.2%
31 January 2026 £31.35 +13.6%
Total Commitment Ratio
(Total exposure to private markets investments as a percentage of NAV) 31 January 2026 ($m) 31 January 2025 ($m)
Investment Portfolio $4,713 $4,375
Investment Pipeline $2,448 $2,452
Total $7,161 $6,827
NAV $4,268 $4,023
Total Commitment Ratio 168% 170%
Net Portfolio Cash Flow
(The difference between calls and distributions over the reporting period) 31 January 2026 ($m) 31 January 2025 ($m)
Calls ($381) ($443)
Distributions $435 $382
Net Portfolio Cash Flow $54 ($61)
Managing the Balance Sheet
Medium-term Coverage Ratio
(A measure of medium-term commitment coverage based on current commitments) 31 January 2026 ($m) 31 January 2025 ($m)
Cash $123 $123
Available credit facility $630 $720
Estimated distributions over the next 12 months $1,056 $622
Total sources $1,809 $1,465
Estimated investments over the next 36 months $1,315 $1,411
Medium-term Coverage Ratio 138% 104%
Commitment Coverage Ratio
(Short-term liquidity as a percentage of Total Investment Pipeline) 31 January 2026 ($m) 31 January 2025 ($m)
Cash $123 $123
Available credit facility $630 $720
Total sources $753 $843
Investment Pipeline $2,448 $2,452
Commitment Coverage Ratio 31% 34%
disclosures
Investments
The companies represented within this report are provided for illustrative
purposes only, as example portfolio holdings. There are over 14,000 individual
companies in the HVPE portfolio, with no one company comprising more than 1.6%
of the entire portfolio.
The deal summaries, General Partners (managers), and/or companies shown within
the report are intended for illustrative purposes only. While they may
represent an actual investment or relationship in the HVPE portfolio, there is
no guarantee they will remain in the portfolio in the future.
Past performance is no guarantee of future returns.
Forward-looking Statements
This report contains certain forward-looking statements. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. In some cases, forward-looking
statements can be identified by terms such as "anticipate", "believe",
"could", "estimate", "expect", "intend", "may", "plan", "potential", "should",
"will", and "would", or the negative of those terms, or other comparable
terminology. The forward-looking statements are based on the Investment
Manager's and/or the Directors' beliefs, assumptions, and expectations of
future performance and market developments, taking into account all
information currently available. These beliefs, assumptions, and expectations
can change as a result of many possible events or factors, not all of which
are known or are within the Investment Manager's and/or the Directors'
control. If a change occurs, the Company's business, financial condition,
liquidity, and results of operations may vary materially from those expressed
in forward-looking statements.
By their nature, forward-looking statements involve known and unknown risks
and uncertainties because they relate to events, and depend on circumstances,
that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. Any forward-looking statements are only made
as at the date of this document, and the Investment Manager and/or the
Directors neither intend nor assume any obligation to update forward-looking
statements set forth in this document whether as a result of new information,
future events, or otherwise, except as required by law or other applicable
regulation.
In light of these risks, uncertainties, and assumptions, the events described
by any such forward-looking statements might not occur. The Investment Manager
and/or the Directors qualify any and all of their forward-looking statements
by these cautionary factors.
Please keep this cautionary note in mind while reading this report.
Some of the factors that could cause actual results to vary from those
expressed in forward-looking statements include, but are not limited to:
• the factors described in this report;
• the rate at which HVPE deploys its capital in investments and
achieves expected rates of return;
• HarbourVest's ability to execute its investment strategy, including
through the identification of a sufficient number of appropriate investments;
• the ability of third-party managers of funds in which the
HarbourVest funds are invested and of funds in which the Company may invest
through parallel investments to execute their own strategies and achieve
intended returns;
• the continuation of the Investment Manager as manager of the
Company's investments, the continued affiliation with HarbourVest of its key
investment professionals, and the continued willingness of HarbourVest to
sponsor the formation of and capital raising by, and to manage, new private
equity funds;
• HVPE's financial condition and liquidity, including its ability to
access or obtain new sources of financing at attractive rates in order to fund
short-term liquidity needs in accordance with the investment strategy and
commitment policy;
• changes in the values of, or returns on, investments that the
Company makes;
• changes in financial markets, interest rates, or industry, general
economic, or political conditions; and
• the general volatility of the capital markets and the market price
of HVPE's shares.
Publication and Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its
total liabilities. The NAV per share is calculated by dividing the NAV of the
Company by the number of shares in issue. The Company intends to publish the
estimated NAV per share as calculated, monthly in arrears, as at each
month-end, generally within 20 days.
Regulatory Information
HVPE is required to comply with the UK Listing Rules, Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority in the United Kingdom
(the "LDGT Rules"). It is also authorised by the Guernsey Financial Services
Commission as an authorised closed- end investment scheme under the Protection
of Investors (Bailiwick of Guernsey) Law, 2020, as amended (the "POI Law").
HVPE is subject to certain ongoing requirements under the LDGT Rules and the
POI Law and certain rules promulgated thereunder relating to the disclosure of
certain information to investors, including the publication of annual and
half-yearly financial reports.
Notification of commencement of marketing to the Commission under The AIFMD
(Marketing) Rules, 2021
We are pleased to inform our shareholders that on 5 January 2026, an
application was made to the Dutch Authority for Financial Markets ("AFM"),
allowing the Company's shares to be marketed in the Netherlands under The
AIFMD (Marketing) Rules, 2021. This follows the AIFMD permissions granted on 9
September 2025 by the Irish Central Bank for the Company's shares to be
marketed in Ireland.
These steps were taken as part of our ongoing commitment to expand the demand
for the Company's shares by growing the potential investor base within the
European Union.
Supplementary Information required by Alternative Investment Fund Managers
("AIFM") regulations
The following information is provided by HarbourVest Advisers L.P., a limited
partnership established pursuant to the laws of the State of Delaware, United
States of America (the "HarbourVest Advisers"), a non-EU Alternative
Investment Fund Manager ("AIFM"). HarbourVest Advisers acts as AIFM of
HarbourVest Global Private Equity Limited (the "Company" or "HVPE").
HarbourVest Advisers operates under HarbourVest Advisers G.P. LLC as its
General Partner, and HarbourVest Partners, LLC as the managing body
(collectively referred to as "HarbourVest" or the "Investment Manager").
The Company's risk profile is owned by the governing body of the Company
itself ("the Board"). The Board delegates certain activities to HarbourVest.
Remuneration disclosure
The compensation arrangements of HarbourVest, as they relate to HVPE, are
intended to attract, retain, and motivate personnel who can utilise their
knowledge, expertise, and skills to serve the interests of the Company.
Those arrangements are also designed to:
• promote sound risk management practices and alignment with the
Company's risk management principles;
• discourage risk taking that is inconsistent with the Company's risk
appetite and policies;
• control fixed costs by ensuring that compensation expense varies
with profitability and does not constrain the Company's ability to strengthen
its capital base; and
• link a significant portion of Identified Staff's total remuneration
to the financial and operational performance of the Company and other client
portfolios that HarbourVest manages as well as their individual performance.
HarbourVest considers that the overall remuneration package is competitive,
but not excessive, compared to peers of appropriate size, business scope,
geography, complexity, and profitability.
These arrangements are intended to support the Company's business strategy,
long-term interests, and values, and to ensure that risk taking does not
exceed the Company's tolerated level of risk.
Periodic benchmarking ensures that incentive compensation at the individual
level (including cash and non-cash benefits) is not unreasonable or
disproportionate to the amount, nature, quality, and scope of the work
performed.
In general, the compensation of the individuals who are responsible for
setting the Company's risk appetite is managed by the Board.
Base salaries are intended to provide regular cash flow to Identified Staff
throughout the year, irrespective of HarbourVest's or individual performance.
By placing a strong emphasis on annual incentive awards, HarbourVest is able
to limit fixed compensation expense while rewarding Identified Staff for their
individual contributions and the achievement of annual financial and
non-financial goals. Incentive compensation may be split into cash bonus,
carried interest, and profit sharing.
Discretionary payments are intended to reward teamwork and adherence to
organisational values which include sound risk management practices.
Aggregate quantitative information on the remuneration of the Company for the
financial year ended 31 January 2026 is as follows:
• All Company Personnel:
- Base Salaries (fixed): £370,000
- Variable Compensation: £0
Aggregate quantitative information on the remuneration of the Investment
Manager for the financial year ended 31 December 2025 is as follows:
• Identified Staff:
- Base Salaries (fixed): $132,363
- Variable Compensation: $85,221
The Company delegates certain portfolio management activities to the
Investment Manager. There are no relevant staff employed by the Investment
Manager who have a material impact on the risk profile of HVPE.
In accordance with applicable European regulation and guidance, the Identified
Staff figures relate only to the proportion of the staffs' remuneration that
is estimated to be attributed, on a pro rata basis, to the functions such
staff perform for the Delegate in relation to HVPE.
Periodic Disclosures
The Company is obligated to provide periodic disclosure to shareholders about
the Company's risk profile and risk management, total leverage and to provide
information of any material change to the arrangements for managing the
Company's liquidity, the proportion of assets subject to special arrangements
arising from illiquidity (if any), the maximum permitted leverage and any
grant of rights of reuse of collateral or guarantees in relation to leverage.
Principal Risks & Economic Uncertainties
Key risks and uncertainties are set out below:
• Performance of HarbourVest - The risk posed by the Company's
dependence on its Investment Manager.
• Public Market Risks - The risk of a decline in global public markets
or a deterioration in the economic environment.
• Valuation Risk - The risk that market instability leads to
continuing uncertainty about private asset valuations.
• Balance Sheet Risks - Risks to the Company's balance sheet resulting
from its overcommitment strategy, borrowing arrangements and policy for the
use of leverage.
• Popularity of the Listed Private Equity Sector - The risk that
investor sentiment towards the listed private equity sector as a whole may
deteriorate.
• Trading Liquidity and Price - The risk that the discount that the
share price represents to the NAV per share fails to narrow, leading to
dissatisfaction among some shareholders.
Further information on the mitigation and management of these risks and
uncertainties is included in HVPE's Annual Report, the latest version for
which can be found on the company website at:
https://www.hvpe.com/insights-reports/reports-presentations/.
Leverage
The Company has entered into a Credit Facility, the proceeds of which may be
used for cash management purposes and to support the Company's investment
strategy. Although debt funding will increase the Company's investment return
if it earns a greater return on the investments purchased with the borrowed
funds than it pays for the use of those funds, the use of leverage will
conversely decrease returns if the Company fails to earn as much on
investments purchased with the borrowed funds as its pays for the use of those
funds.
The Company does not intend to have aggregate leverage outstanding at Company
level for investment purposes at any time in excess of 20 per cent. of the
Company's NAV. The Company may, however, have additional borrowings for cash
management purposes which may persist for extended periods of time depending
on market conditions.
The Company currently has access to additional borrowings pursuant to the
Credit Facility of up to $630 million, the proceeds of which may be used for
cash management purposes and to support the Company's investment strategy. The
current Credit Facility consists of a multi-currency committed revolving
credit facility in an aggregate amount equal to approximately $1,200 million.
The Credit Facility represents a source of financing to assist the Company in
pursuing its investment strategy. The Company may use the proceeds of any
borrowings under the Credit Facility for cash management purposes and to
further enhance the investment strategy.
The AIFMD requires leverage to be expressed as a ratio between HVPE's exposure
and its net asset value, and prescribes two methodologies, the gross method
and the commitment method (as set out in Commission Delegated Regulation No.
231/2013), for calculating such exposure. Using the methodologies prescribed
under the AIFMD, HVPE's leverage ratio as at 31 January 2026 is shown below:
• Gross method: 111%
• Commitment method: 114%
Liquidity management
HVPE makes commitments to HarbourVest Managed Vehicles, which typically call
capital over a period of several years. This long-duration cash flow profile
necessitates a large pipeline of unfunded commitments in order to ensure that
the Company remains approximately fully invested over time - this is known as
an over-commitment strategy and is critical to optimising long-term NAV per
share growth. In most years, the capital called from HVPE by the HarbourVest
Managed Vehicles is taken from the cash distributions flowing from liquidity
events within the portfolio. At times, however, capital calls will exceed
distributions, potentially by a meaningful amount, and it may be necessary to
draw on the credit facility to fund the difference. A subsequent year may see
the reverse situation, with net positive cash flow used to repay the
borrowing. In this way, the credit facility acts as a working capital buffer
and enables HVPE to manage its commitments to the level required in order to
optimise returns through the cycle.
Cash flows from individual private equity investments can be irregular and
unpredictable, and as a result, monitoring these is a complex and
time-consuming task for investors in multiple funds such as HVPE. When
managing a closed-ended vehicle that makes significant, irrevocable
commitments to underlying funds, effective cash flow modelling is essential,
first to ensure that the Company has sufficient capital available to honour
its existing commitments, and second to inform the decisions it makes around
future commitment levels.
The Investment Manager builds a bottom-up forecast based on an aggregation of
individual HarbourVest fund models, and then applies a sensitised top-down
analysis informed by historical actual calls and distributions. Short-term
broader market trends and systemic factors are also considered. Finally, a
range of scenario tests are conducted. HVPE now has a 16-year track record in
monitoring and interpreting cash flows arising from activity in the underlying
portfolio. This detailed modelling is typically updated on an annual basis and
reviewed quarterly for any changes to key assumptions.
The share of net assets attributable to assets that are difficult to liquidate
at 31 January 2026 represent 110% of the NAV.
Risk Management
The Board is responsible for the Company's risk management and internal
control systems and actively monitors the risks faced by the Company, taking
steps to mitigate and minimise these where possible. The Board's investment
risk appetite is to follow an over-commitment policy that optimises
shareholder returns by balancing investment return and associated
distributions with a continuing programme of regularly buying back its own
shares through the operation of its Distribution Pool. Together, this allows
the Company to make balanced, regular investment through economic and
investment cycles, and ensures that it has access to sufficient funding for
any potential negative cash flow situations, including under an Extreme
Downside scenario. At the same time, the funding available to the Company by
way of cash balances and lending facilities is managed to ensure that its
cost, by way of interest, facility fees or cash drag, is reasonable. When
considering other risks, the Board's risk appetite is to balance the potential
impact and likelihood of each risk with its ability and desire to control and
mitigate the risk to an acceptable level. In doing so, as a baseline, the
Board will seek to follow best practice and remain compliant with all
applicable laws, rules, and regulations.
Material Changes to the Article 23 disclosures
The Company's AIFMD Disclosure Supplement contains the disclosures required
pursuant to Article 23 of AIFMD.
Disclosure Under Regulation (EU) 2019/2088 (the "Sustainable Finance
Disclosure Regulation") and Regulation (EU) 2020/852 (the "Taxonomy
Regulation")
The investments made by the Company do not take into account the EU criteria
for environmentally sustainable economic activities within the meaning of the
Taxonomy Regulation.
Notice to Swiss investors
The offer and marketing of the Company in Switzerland will be exclusively made
to, and directed at, qualified investors (the "Qualified Investors"), as
defined in Article 10(3) and (3ter) of the Swiss Collective Investment Schemes
Act ("CISA") and its implementing ordinance. Accordingly, the Company has not
been and will not be registered with the Swiss Financial Market Supervisory
Authority ("FINMA"). This document and/or any other offering or marketing
materials relating to the Company may be made available in Switzerland solely
to Qualified Investors.
In respect of its offer and marketing in Switzerland to qualified investors
with an opting-out pursuant to Art. 5(1) of the Swiss Federal Act on Financial
Services ("FinSA") and without any portfolio management or advisory
relationship with a financial intermediary pursuant to Article 10(3ter) CISA,
the Company has appointed a Swiss representative and paying agent:
• Swiss representative: Acolin Fund Services AG, Maintower,
Thurgauerstrasse 36/38, 8050 Zürich. The legal documents as well as the
latest annual and semi-annual financial reports, if any, of the Company may be
obtained free of charge from the Swiss representative. Past performance is no
indication of current or future performance. The performance data do not take
account of the commissions and costs incurred on the issue and redemption of
units.
• Swiss paying agent: Banque Cantonale de Genève, 17 Quai de
l'Ile,1204 Geneva, Switzerland.
Valuation Policy
Valuations Represent Fair Value Under US GAAP
HVPE's 31 January 2026 NAV is based on the 31 December 2025 NAV of each
HarbourVest fund, HarbourVest SMA vehicle and Conversus, adjusted for changes
in the value of public securities, foreign currency, known material events,
cash flows, and operating expenses during January 2026. The valuation of each
HarbourVest fund is presented on a fair value basis in accordance with US
generally accepted accounting principles ("US GAAP"). See Note 4 in the Notes
to the Financial Statements on pages 113 to 114.
The Investment Manager typically obtains financial information from 90% or
more of the underlying investments for each of HVPE's HarbourVest funds to
calculate the NAV. For each fund, the accounting team reconciles investments,
distributions, and unrealised/realised gains and losses to the Financial
Statements.
The team also reviews underlying partnership valuation policies.
Management of foreign currency exposure
The Investment Portfolio includes two euro-denominated HarbourVest funds and a
Canadian dollar-denominated fund.
• 12% of underlying partnership holdings are denominated in euros. The
euro-denominated Investment Pipeline is €11.3 million.
• 3% of underlying partnership holdings are denominated in sterling.
There is no sterling-denominated Investment Pipeline.
• 1% of underlying partnership holdings are denominated in Australian
dollars. There is no Australian dollar-denominated Investment Pipeline.
• 0.3% of underlying partnership holdings are denominated in Canadian
dollars. The Canadian dollar-denominated Investment Pipeline is C$3.9 million.
HVPE has exposure to foreign currency movement through foreign
currency-denominated assets within the Investment Portfolio and through its
Investment Pipeline of unfunded commitments, which are long-term in nature.
The Company's most significant currency exposure is to euros. The Company does
not actively use derivatives or other products to hedge the currency exposure.
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