1 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | PB
CT
Private
Equity
Trust PLC
Annual Report
and Audited
Financial Statements
31 December 2024
2 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 1
2 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 1
Overview
Company Overview 2
Financial Highlights 3
Summary of Performance 4
Chairman’s Statement 5
Strategic Report
Investment Manager’s Review 7
Key Performance Indicators 10
Portfolio Summary 11
Top Ten Fund Investments 13
Top Ten Direct Investments 14
Portfolio Holdings 15
Exit Case Studies 17
Responsible Investment 21
Board of Directors 25
The Investment Manager 26
Strategic Report – Introduction 27
Principal Policies 29
Promoting the Success of the Company 31
Principal Risks 33
Governance Report
Report of the Directors 35
Corporate Governance Statement 39
Report of the Audit Committee 41
Report of the Nomination Committee 43
Directors’ Remuneration Report 44
Report of the Management Engagement Committee 46
Statement of Directors’ Responsibilities 47
Auditor’s Report
Independent Auditor’s Report 48
Financial Report
Statement of Comprehensive Income 55
Balance Sheet 56
Statement of Changes in Equity 57
Statement of Cash Flows 58
Notes to the Financial Statements 59
AIFM Disclosures 71
Annual General Meeting
Notice of Annual General Meeting 72
Other Information
Shareholder Information 77
History 78
Historical Record 78
Alternative Performance Measures 79
Glossary of Terms 81
How to Invest 83
Corporate Information 84
Overview
2025-26 Financial Calendar
Annual General Meeting 29 May 2025
31 March 2025 net asset value announced May 2025
First interim dividend for 2025 paid 31 July 2025
30 June 2025 net asset value announced August 2025
Second interim dividend for 2025 paid 31 October 2025
30 September 2025 net asset value announced November 2025
Third interim dividend for 2025 paid 30 January 2026
31 December 2025 net asset value announced March 2026
Fourth interim dividend for 2025 paid 30 April 2026
Contents
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
2 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 3
Company Overview
CT Private Equity Trust PLC
CT Private Equity Trust PLC (‘the Company’) is an investment trust and its Ordinary Shares are
traded on the Main Market of the London Stock Exchange.
Objective and Investment Policy
The Company’s objective is to achieve long-term capital growth through investment in private equity
assets, whilst providing shareholders with a predictable and above average level of dividend funded
from a combination of the Company’s revenue and realised capital profits.
The Company’s investment policy is contained on page 29.
Dividend Policy
The Company aims to pay quarterly dividends with an annual yield equivalent to not less than four
per cent of the average of the published net asset values per Ordinary Share as at the end of each
of its last four financial quarters prior to the announcement of the relevant quarterly dividend or,
if higher, equal (in terms of pence per share) to the highest quarterly dividend previously paid. All
quarterly dividends will be paid as interim dividends. The interim dividends payable in respect of
the quarters ended 31 March, 30 June, 30 September and 31 December are expected to be paid
in the following July, October, January and April respectively.
Management
The Company’s investment manager, Columbia Threadneedle Investment Business Limited, is part
of Columbia Threadneedle Investments. The ultimate parent company of Columbia Threadneedle
Investments is Ameriprise Financial, Inc.
Capital Structure as at 31 December 2024
71,502,938 Ordinary Shares of 1 pence, each entitled to one vote at a general meeting. In
addition, the Company has 2,438,491 shares held in treasury.
Further details of the Company’s capital structure, including the rights attributable to the Ordinary
Shares, are provided on page 35.
How to Invest
The Manager operates a number of investment plans which facilitate investment in the shares of
the Company. Details are contained on page 83.
Visit our website at: www.ctprivateequitytrust.com
2 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 3
Overview
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Highlights
28.04p
5.7%
+10.9%
Share price performance
• Share price total return
(1)
for the year of +10.9 per cent for
the Ordinary Shares.
Quarterly dividends per Ordinary Share
• 7.01p paid 31 July 2024
• 7.01p paid 31 October 2024
• 7.01p paid on 31 January 2025
• 7.01p payable 30 April 2025
+4.6%
NAV total return
• Net Asset Value total return
(1)
for the year of +4.6 per cent
for the Ordinary Shares.
Dividend yield
• Dividend yield
(2)
of 5.7 per cent based on the year-end
share price.
(1)
Total Return. Refer to Alternative Performance Measures on page 80.
(2)
Dividend Yield. Refer to Alternative Performance Measures on page 79.
Long Term Outperformance
Ordinary Share NAV Total Return
IRR of 14.1% for the ten year period
FTSE All Share Total Return
IRR of 6.2% for the ten year period
Ordinary Share Price Total Return
IRR of 14.1% for the ten year period
0
50
100
150
200
250
300
350
400
Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23 Dec 24
4 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 5
Summary of Performance
Summary of Performance
Total Returns for the Year
†
2024 2023 % change
31 December 31 December
Net asset value per Ordinary Share +4.6% +2.8%
Ordinary Share price +10.9% +17.6%
Capital Values
Net assets (£’000) 504,829 511,093 -1.2%
Net asset value per Ordinary Share 706.03p 702.50p +0.5%
Ordinary Share price 488.0p 468.0p +4.3%
Discount to net asset value
†
30.9% 33.4%
Income
Revenue return after taxation (£’000) 1,652 1,341 +23.2%
Revenue return per Ordinary Share 2.30p 1.84p +25.0%
Dividends per Ordinary Share 28.04p 27.98p +0.2%
Dividend Yield
†
5.7% 6.0%
Gearing
†
13.2% 14.6%
Ongoing Charges
†
As a percentage of average net assets excluding performance fees 1.2% 1.1%
As a percentage of average net assets including performance fees 1.2% 2.1%
Future commitments (£’000) 193,012 209,308 -7.8%
†
Refer to Alternative Performance Measures on pages 79 and 80.
Sources: Columbia Threadneedle Investment Business Limited and Refinitiv Eikon
Movement in Net Asset Value for the year ended 31 December 2024
540
530
520
510
500
490
£511.1 million
£25.1 million
£5.1 million
£4.2 million £(14.8) million
£(20.1) million
£(5.8) million
£504.8 million
NAV as at
31 December 2023
Investment gains Exchange gains Income Expenses and finance
costs
Dividends paid Share buybacks NAV as at
31 December 2024
£ million
4 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 5
Chairman’s Statement
Chairman’s Statement
Fellow Shareholders,
This report is for the year ended 31 December 2024. The NAV
per share at the year-end was 706.03p (2023: 702.50p). Taking
account of the dividends received by Shareholders during this year
your Company achieved a net asset value (“NAV”) total return of
4.6 per cent (2023: 2.8 per cent).
The share price at the year-end was 488.00p per share (2023:
468.00p). The share price total return for the year was 10.9 per
cent (2023: 17.6 per cent). This compares to a total return from
the FTSE All-Share Index for 2024 of 9.5 per cent (2023: 7.9 per
cent).
The share price discount as at 31 December 2024 was 30.9 per
cent (2023: 33.4 per cent).
During the year the Company made new investments, either through
funds or as co-investments, totalling £58.7 million. Realisations
and associated income totalled £108.6 million. Outstanding
undrawn commitments at the year-end were £193.0 million of
which £27.0 million was to funds where the investment period had
expired.
Approximately 91 per cent of the valuation by value is based on
31 December 2024 valuations and 9 per cent on September 2024
valuations.
The Company’s performance fee arrangements contain a hurdle
rate, calculated over rolling three-year periods, of an IRR of 8.0
per cent per annum. The annual IRR of the NAV for the three-
year period ended 31 December 2024 was 7.7 per cent and,
consequently, a performance fee is not payable to the Manager, in
respect of 2024.
Capital Allocation
Since its foundation, the Company has been both innovative and
proactive with regard to its capital strategy. The Board regularly
reviews the Company’s capital allocation and seeks to balance
the benefits of an immediate enhancement to NAV from share
buybacks against the anticipated longer-term returns from new
investment.
Dividends
The Company’s innovative dividend policy was introduced in
2012 and remains the cornerstone of the Company’s capital
allocation strategy. The Company pays a substantial dividend from
realised profits allowing Shareholders to participate, to some
degree, directly in the proceeds of the steady stream of private
equity realisations which the Company achieves. Since 1 January
2013 the Company has returned £146 million of dividends to
Shareholders. This represents a ten-year compound annual growth
rate of 10.0 per cent. This policy provides for a steadily growing
dividend with downside protection. Your Board is fully committed to
maintaining this approach for the foreseeable future.
The Company’s quarterly dividends are payable in respect of
the quarters ended 31 March, 30 June, 30 September and 31
December and are paid in the following July, October, January and
April respectively. As Shareholders do not have an opportunity
to approve a final dividend at each Annual General Meeting,
Shareholders are asked to approve the Company’s dividend policy
at the forthcoming Annual General Meeting.
In accordance with the Company’s stated dividend policy, the
Board recommends a further quarterly dividend of 7.01 pence per
Ordinary Share, payable on 30 April 2025 to Shareholders on the
register on 11 April 2025 and an ex-dividend date of 10 April 2025.
Total dividends paid for the year therefore amount to 28.04 pence
per Ordinary Share equivalent to a dividend yield of 5.7 per cent at
the year-end.
Share Buybacks
The Company does not have a stated discount management policy.
However, the Board recognises the importance of movements in the
Company’s discount upon the return that Shareholders receive and
monitors closely the discount’s absolute and relative levels. At the
Annual General Meeting held on 29 May 2024, the Board sought
and received from Shareholders the authority to buy back up to
14.99% of the Company’s share capital. Buybacks can only be
made at a cost per share which is below the prevailing NAV.
During the year ended 31 December 2024 the Company bought
back, to be held in treasury, a total of 1.25 million shares. This
equated to 1.7% of the shares in issue, excluding those held in
treasury, at 31 December 2023. The shares were bought back
in two tranches at 460 pence per share and cost, in total, £5.8
million.
These shares are held in treasury to allow the Company to re-issue
them quickly and cost effectively. At last year’s AGM the Board
sought and received the authority from Shareholders to re-issue
treasury shares or issue new shares, subject to limitations on the
number and price. Treasury shares can only be re-issued and new
shares issued at a price which would not dilute the NAV of existing
Shareholders.
The Board seeks renewal of these buyback and reissuance
authorities at the AGM to be held on 29 May 2025.
Strategic Report Governance Report Financial Report AGM
Other Information
Chair’s statementOverview Auditor’s Report
Richard Gray, Chairman
“The outlook for 2025 remains uncertain, however your Company
remains well positioned to deliver further gains to Shareholders
whilst laying the foundations for future growth”.
6 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 7
Chairman’s Statement
The Company continues to appraise the relative merits of using
capital for share buybacks versus new investment whilst protecting
and growing the dividend.
Financing
To reflect the growth in the size of the Company, during February
2024, the Company entered into a revised loan agreement with
RBSI and State Street.
The revised loan agreement increased the €25 million term loan
with RBSI to €60 million and retained the revolving credit facility
with RBSI and State Street at £95 million. The term of the
agreement, which was due to expire in June 2024, was extended to
February 2027.
The Company had net debt at 31 December 2024 of £76.5 million
(31 December 2023: £87.2 million). This represents gearing of
13.2% (31 December 2023: 14.6%). Approximately half of the
Company’s borrowing facilities are unused with plenty of headroom.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held at 13.00 on 29
May 2025 at the offices of Columbia Threadneedle Investments,
Cannon Place, Cannon Street, London EC4N 6AG. This will
be followed by a presentation by Hamish Mair, the Company’s
Investment Manager on the Company and its investment portfolio.
For Shareholders who are unable to attend the meeting, any
questions they may have regarding the resolutions proposed at
the AGM or the performance of the Company can be directed to a
dedicated email account, petagm@columbiathreadneedle.com, by
Thursday 22 May 2025. The Board will endeavour to ensure that
questions received by such date will be addressed at the meeting.
The meeting will be recorded and will be available to view on the
Company’s website, ctprivateequitytrust.com, shortly thereafter.
In addition, the AGM and Investment Manager presentation will
be broadcast live on the Investor Meet Company platform. This
broadcast is open to all existing and potential Shareholders to
view. Questions can be submitted pre-event via the Investor Meet
Company dashboard up until 9.00am on 28 May 2025. Investors
can sign up to Investor Meet Company for free and add to meet
CT Private Equity Trust plc via www.investormeetcompany.com/
ct-private-equity-trust-plc/register-investor. Investors who already
follow CT Private Equity Trust plc on the Investor Meet Company
platform will automatically be invited.
All Shareholders that cannot attend in person are encouraged to
complete and submit their Form of Proxy or Form of Direction in
advance of the meeting to ensure that their votes will count.
Review and Outlook
We have experienced significant changes over the last five years.
Post pandemic markets are significantly more volatile. Across
the developed world public debt is at record levels, a legacy of
the pandemic and the earlier period of ultra-low interest rates.
According to the Institute of International Finance global debt
reached a record high of $318 trillion in 2024. The debt burden
has been further increased by a normalisation of interest rates,
further stretching public budgets many of which were already
challenged by aging populations and climate change. Geopolitical
risks have also increased significantly, with Russia’s invasion of
Ukraine, war in the Middle East, an increasingly assertive China
and a significant shift in US foreign policy. Meanwhile listed
markets have become increasingly concentrated, in a few very
large US technology stocks (at the end of 2024 the ‘magnificent
seven’, Nvidia, Apple, Amazon, Alphabet, Meta, Microsoft and Tesla,
accounted for nearly a quarter of the MSCI World index) increasing
systemic risk.
As described in the Investment Manager’s Review your Company’s
portfolio has coped exceptionally well with these challenges,
providing Shareholders with both capital growth and income while
mitigating risk through strong diversification. Over the last five
years your Company has delivered an impressive NAV total return
of 105.9%. The Company’s long term track record was recognised
by The Association of Investment Companies (“AIC”), which named
CT Private Equity Trust PLC as the ninth best performing investment
trust over the last ten years in February 2025. Having paid a
steadily increasing dividend for over 12 years the Company is also
recognised as an AIC Next Generation Dividend Hero. To qualify an
investment trust requires sustained growth in annual dividends for
ten years. This combination of strong growth and income yield puts
your CT Private Equity Trust PLC in rare company.
This excellent performance is based on the strength of the
underlying fundamentals for our investee companies which,
supported by our investment partners, have adapted to changing
environments and recorded impressive growth in revenues and
profits. Meanwhile the flow of investment opportunities that your
managers appraise remains very strong reflecting the breadth of
the mid-market universe we address and the depth of our networks
in these markets internationally. The outlook for 2025 remains
uncertain, however your Company remains well positioned to deliver
further gains to Shareholders whilst laying the foundations for
future growth.
Richard Gray
Chairman
14 April 2025
6 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 7
Strategic Report
Strategic Report Governance Report Financial Report AGM Other InformationChairman’s statementOverview Auditor’s Report
Investment Manager’s Review
Introduction
2024 has seen the private equity market stabilise after what has
been the most challenging period for the industry since the great
financial crisis. During the year interest rates and inflation finally
reduced and economic growth in many of our key markets stabilised.
As a result, investment and exit activity began to recover after
two years of decline. According to Bain & Company global buyout
investment and exit value increased 37% and 34% respectively in
2024.
This increased activity can be seen in the increase in realisations
received by the Company during the year, which totalled £108.6
million, up 76% on the prior year. Markets however remain uncertain
and shifting, and a full recovery is yet to take hold.
New Investments
Dealflow for new funds and co-investments remains very strong, with
hundreds of investment opportunities reviewed over the year. These
come from both long-term investment partners and others who are
newer to our network.
The total invested in funds and co-investments in the year was £58.7
million, down from £110.8 million in 2023. We remain highly selective
in light of the continued challenges in exit markets.
Five new fund commitments were made in the year. £10.0 million was
committed to August Equity VI, the latest in a series of commitments
to this accomplished lower mid-market UK buyout specialist.
£5.0 million was committed to Inflexion Enterprise Fund VI, the latest
in a series of Inflexion funds focusing on lower mid-market buyouts in
the UK and Northern Europe.
£6.0 million was committed to Corran Environmental Fund II, a UK
lower mid-market growth fund with a focus on clean energy and
environmental companies. The fund’s cornerstone investment Vital
Energi is the UK’s leading district heating and energy efficiency
specialist which also owns and operates an energy-from-waste plant at
Drakelow, Derbyshire.
€5.0 million was committed to the Agilitas Human Investment Fund
a pan-European fund with an explicit investment objective of helping
people that are disadvantaged or in need. We have invested with
Agilitas both through funds and co-investments several times over the
years.
€4.0 million has been committed to ARCHIMED MED Rise. ARCHIMED
is a leading France headquartered healthcare specialist with whom
we have invested several times. This fund targets buyouts of small
healthcare businesses operating within attractive niches globally.
There was one new co-investment plus several significant follow-on
investments primarily to fund add-on acquisitions.
A total of £4.0 million was invested in Accounts IQ, a B2B cloud-based
accounting software provider for mid-sized companies in the UK and
Ireland. The investment is led by Axiom I, the enterprise software
focussed lower mid-market fund, which drew £1.4 million for the
investment, alongside which we co-invested a further £2.6 million.
£4.2 million was invested in Breeze Group, the parent company of
Contained Air Solutions (the Manchester-based manufacturer of
microbiological safety cabinets) to fund complementary acquisitions.
Amercare is a UK-based designer and supplier of isolators for
medical and pharmaceutical applications, including cell therapy and
radiopharmacy. BioSpherix is a US-based provider of novel cleanroom
grade containment solutions aimed at the cell therapy market. Its
products control the environmental conditions to optimise cell health
and reproducibility.
£2.2 million was invested in MedSpa, the Canada-based chain of
aesthetics clinics to finance three acquisitions. £1.6 million was
invested in Texas based digital payment solutions provider Aurora
Payment Solutions. £1.0 million was invested in Utimaco, the German
encryption and cybersecurity solutions provider. £0.7 million of
additional working capital was invested in the US focussed Mexican
restaurant chain Rosa Mexicano. £0.5 million was invested in Polaris
Software, the UK based provider of compliance software to police
and local authorities. £0.5 million was invested in GT Medical, the
developer of the brain cancer radiotherapy device GammaTile.
The funds in our portfolio have made several new investments which
cover various sectors and geographies. Below is a selection of the
more material.
In the UK Corran Environmental II called £3.7 million for investment in
district heating and environmental efficiency specialist Vital Energi. SEP
VI invested £0.7 million in Braincube, the French industrial internet of
things software company which specialises in optimising manufacturing
processes, and £0.9 million in Cora, an Irish software company
specialising in project management software for the aerospace,
defence, healthcare and life sciences sectors. Kester Capital III called
£1.2 million for an investment in The Boundary, a creative agency
providing computer generated imagery and marketing materials to the
global real estate industry and £0.5 million for GXP Exchange, a leading
provider of clinical/pharmacovigilance audit and related consulting
services to the pharmaceutical and biotech sectors. FPE III called £0.8
million for an investment in Clearstate, a leading provider of market
data to the MedTech sector, which is a carve out from The Economist
Group, and £1.0 million for Vanda Research, a provider of specialist
research and data products for hedge funds and investment banks.
Piper Private Equity VII invested £0.7 million in Inside Travel Group, a
leading Asia-focused ‘cultural adventure’ travel brand.
In Europe Corsair VI, the financial services specialists, called £1.1
million for MJM, a leading independent commercial insurance broker
in Poland. Also in Poland, Avallon III called £0.6 million for MPPK, a
pet food company. Vaaka IV called £0.9 million to invest in Finnish IT
infrastructure provider Tietokeskus alongside a continuation vehicle.
We had existing exposure to this business through the commitment
to Vaaka II. In Italy, Wisequity VI called £1.1 million for Serbios a
leading Italian bio-controls company (providing biological alternatives
to pesticides and agrochemicals). This is the first acquisition within
Greenexta, a newly established buy-and-build platform for natural
Hamish Mair, Fund Manager
Strategic Report
solutions for agriculture. Wisequity VI also called £0.6 million for Case
Della Piada, a leading Italian producer of flatbreads. Inflexion Buyout
Fund VI called £1.6 million for two European investments. DSS+
(£0.8 million) is a Swiss health and safety focussed management
consultancy and Nomentia (£0.7 million), a Finland-based cash and
treasury management software provider. Hg Saturn 3 called £0.5
million for GGW, a European insurance brokerage platform for SMEs
in Germany’s Mittelstand. Corpfin V invested £0.5 million in Groupo
Versus, which provides training and education for military police,
national police and prison officers in Spain.
In North America Procuritas VII called £0.4 million for Precision
Biologic, a Canadian supplier of high-quality reagents used for
haemostasis (blood coagulation) diagnostics serving a mainly North
American customer base of over a thousand laboratories, hospitals,
universities and research centres. MidOcean VI invested £0.4 million
in SI Solutions a US provider of engineering, testing, compliance and
maintenance services for power and critical infrastructure markets.
Corsair VI called a further £0.6 million for a follow-on investment
in HungerRush (restaurant point-of-sale software) as part of a debt
restructuring to increase flexibility on its financial covenants and
lower debt service costs. Graycliff IV invested £0.5 million in Diamond
Chemical, a manufacturer of cleaning and sanitation chemicals
serving hospitality, food service, commercial laundry, and other end
markets.
Realisations
After a strong recovery in the second and third quarter realisations
slowed in the final quarter of the year. The total for the year was
£108.6 million, up 76% on the £61.7 million achieved in 2023.
There were three co-investments realised in the year. In April Kester
Capital sold large format pet retailer Jollyes to TDR Capital returning
£18.9 million (4.2x cost and 27% IRR). The company doubled EBITDA
and built its chain from 64 stores to 100 during the hold period.
In May Buckthorn Partners sold Aberdeen-based oil and gas wellbore
plug and abandonment specialist Coretrax to large, listed energy
services group Expro returning £13.9 million (1.7x cost and 11% IRR).
A reasonable result given the volatility in energy markets since the
investment was made in 2018.
Finally in August Kester Capital sold ATEC to Perwyn. The combined
proceeds from both the co-investment, the proportion held in the
GCP Europe II fund and the proportion held through The Aurora Fund
position was £18.5 million. ATEC is a specialist insurance broker and
general manager for niche areas such as caravans, beach huts and
boats. It has grown profits almost fourfold during the holding period
and significantly expanded its product offering.
There was also a steady flow of excellent exits from within our fund
investments. In the UK August Equity IV returned £3.5 million through
the sale of Agilio, the healthcare compliance software company,
achieving an exceptional return of 9.2x cost and an IRR of 70%. Apiary
exited TAG, the leading travel management company servicing the
global live music and entertainment industry, which was hard hit by
the Covid pandemic, returning £1.5 million (4.0x cost and 29% IRR).
RJD Fund III exited veterinary education company Improve International
returning £1.4 million (3.3x cost and 49% IRR). Inflexion Enterprise
Fund IV sold ATG, a global automative data and software company,
returning £0.9 million, an impressive 6.8x cost and 39% IRR over the
five-year hold and pet supplements company Lintbells realising £1.0
million (5.5x cost and an IRR of 34%). Inflexion Enterprise Fund V
returned £1.2 million from the sale of commercial insurance broker
DR&P for an excellent 11.2x cost and 77% IRR.
In the Netherlands Bencis V had an exceptional year, returning £6.6
million from a series of excellent exits. It returned £1.9 million (7.2x
cost and 49% IRR) from the sale of Vecos, a cloud-based locker
management system provider; £1.9 million (13.9x cost and 61%
IRR) from the sale of Kooi, a mobile security systems provider; £1.1
million (7.2x cost and 35% IRR) from the sale of Tech Tribes, a digital
transformation consultancy company; £0.9 million (4.7x cost and
36% IRR) from the sale of Ceban Pharmaceuticals, a business which
specialises in compounding drugs in different formats and owns
a major pharmacy chain Medsen; and £0.9 million (7.5x cost and
33% IRR) from the sale of Olyslager, a supplier of lubricant data for
companies in the oil industry.
In the Nordics Summa II sold Olink to Thermo Fisher returning
£3.6 million (9.9x cost and an IRR of 67%). Olink has developed a
technology for analysing proteins which is used in human protein
biomarker research. Meanwhile Summa I returned £1.7 million (5.6x
cost and 31% IRR) through the sale of Pagero, a procure to pay
software as a service company, to Thomson Reuters.
In France, Montefiore IV returned £3.1 million. £2.5 million was
returned from the sale of EDG (digital services for French companies)
and Groupe Premium (life and pension insurance broker) to a
continuation vehicle and £0.5 million (2.9x cost and 21% IRR) was
returned from Cruiseline, the online travel agent for cruises; this follows
the successful resolution of a long running legal case after Abénex
Capital pulled out of the agreed purchase of the business at the onset
of the Covid pandemic. Chequers Capital XVII also returned £1.5 million
(3.6x cost) from the sale of Somacis, a designer and manufacturer of
high mix, low volume printed circuit boards.
Italian fund Nem Impresse made its final exit with the sale of business
processing and outsourcing company Kauri yielding £2.1 million. Also
in continental Europe, DBAG VIII returned £1.7 million (3.2x cost and
63% IRR) from the sale of in-tech a provider of software development,
testing and validation.
In the US Graycliff continued its excellent run of exits returning £7.5
million in the year from fund III and IV. The sale of EMC, a switches
and transformers manufacturer, achieved another exceptional outcome
and returned £2.5 million (8.2x cost and an IRR of 146%); sweeteners
manufacturer Ingredients Plus returned £2.1 million (3.3x cost, 34%
IRR); the sale of Landmark Structures, elevated water towers, returned
£1.9 million (7.8x cost and 132% IRR); and Ballymore, the designer
and manufacturer of safety material handling equipment, returned £1.1
million (4.0x cost and 60% IRR).
San Siro
8 | CT Private Equity Trust PLC
Strategic Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Valuation Movements
Valuations were broadly flat in the first three quarters of the year,
before increasing in the final quarter. Over the full year the portfolio
was up £37.6 million (6.2%) before foreign exchange movements
(-1.5%) and £28.4 million (4.7%) after FX.
The largest uplift was +£5.9 million for ATEC, the specialist insurer,
which Kester sold in August to private equity house Perwyn. This
was followed by an uplift of +£5.8 million in British lifestyle clothing
and accessories retailer Weird Fish, which continues to perform very
strongly under new CEO David Butler and recorded record profits
in 2024. Inflexion Strategic Partners is up £4.6 million, reflecting
impressive growth in assets under management. Other notable uplifts
in the co-investment portfolio include encryption and cybersecurity
solutions provider Utimaco (+£2.9 million); Denmark-based care
company Habitus (+£2.4 million); social housing repairs and
maintenance provider CARDO Group (+£2.0 million).
Within the funds portfolio uplifts include Axiom I (+£1.7 million),
Inflexion Supplemental Fund V (+£1.7 million), Bencis V (+£1.5
million) due to the previously mentioned strong realisations and FPE II
(+£1.5 million) due to several uplifts across the portfolio.
Write-downs were dominated by companies that have experienced a
negative long-term impact from the Covid pandemic. Some consumer
businesses experienced very rapid growth during the pandemic,
which has since moderated due to reduced consumer confidence,
changing priorities, or because orders were pulled forward by the
pandemic and lockdowns. As previously reported Leader96, the
electric bike company in Bulgaria, is operating in a challenging market
due to reduced consumer demand. The sector is expected to return
to growth, however only after a serious destocking phase which is
affecting the whole industry. The valuation is down by £2.4 million.
Omlet, the premium pet products brand, continues to experience
difficult trading conditions and weaker consumer demand and was
down £2.0 million. Rosa Mexicano, the Mexican restaurant chain, has
experienced weaker trading and is down by £1.6 million. In all cases
management has been strengthened, turnaround plans are in place,
and we are seeing encouraging signs of recovery.
Meanwhile changes to working practices have impacted companies
such as Muraflex, which provides office renovations in North America,
leading to a £2.6 million write-down in Aliante 3 and Agilico, which
provides printers and scanners to offices, which is down £2.1 million.
Financing
During the year there was a net inflow of £49.9 million from the portfolio,
as realisations of £108.6 million exceeded investments of £58.7
million. At the end of 2024 the net debt of the Company was £76.5
million which was comfortably within the limits of the borrowing capacity
and represented gearing of 13.2%.
As previously reported, in April the Company bought back 1.25 million
shares at 460p which amounted to 1.7% of the issued share capital,
excluding shares held in treasury, at a cost of £5.8 million. The Company
continues to appraise the relative merits of using capital for share buy-
backs versus new investment whilst protecting and growing the dividend.
Outlook
2024 saw a good recovery in realisations, with the Company receiving
£108.6 million in the year, an increase of 76% on 2023, representing
significant positive cashflow for the Company. This is only the third
year in the Company’s history that annual realisations have exceeded
£100 million (though this is largely due to the strong growth of
the Company). Realisations during the year were 18% of opening
portfolio value, a good uplift on the prior year, but still below the
10-year average of 25%. Further growth in realisations and liquidity
are essential for the continued recovery of the private equity market
(and in particular fundraising) and are a strong focus for private equity
managers. As exits are typically at a significant premium to holding
value an uptick in realisations should also feed through into strong
returns.
Most of the conditions required for a recovery in 2025 appear to be in
place. Interest rates and inflation have moderated and are expected
to decrease further in many markets, debt availability and pricing
has improved, and there is plenty of capital in private equity funds
that managers are keen to invest. The key to building the recovery’s
momentum is business and investor confidence. This is threatened by
persistent uncertainty: geopolitical tensions are high, wars continue
in the Middle East and Ukraine, new trade wars threaten, and radical
changes to US foreign policy require countries across the globe to
adapt. There are likely to be significant changes in 2025. While this
presents risk it also provides significant opportunities for those able
to adjust and to act with confidence.
As the most engaged and aligned of asset classes, private equity is
uniquely positioned to rapidly adapt to changing environments, with
private equity managers and company management able to work
together to deliver transformational change and deliver growth. The
Company has consistently demonstrated its ability to outperform in
uncertain times and to deliver a strong and growing dividend. We enter
2025, with a strong balance sheet and a well-diversified portfolio of
high growth and dynamic companies.
Hamish Mair
Investment Manager
CT Investment Business Limited
14 April 2025
Annual Report and Audited Financial Statements 2024 | 9
General Purpose Hardware Security Module
(“GP HSM”) produced by Utimaco
Strategic Report
10 | CT Private Equity Trust PLC
Key Performance Indicators
Total return performance for the period ended 31 December 2024
1 Year % 3 Years % 5 Years %
CT Private Equity Trust net asset value per share total return
†
+4.6 +23.5 +105.9
This is used to measure the performance
of the Manager in terms of growth of the
Company taking account of
dividends paid to Shareholders.
CT Private Equity Trust share price total return
†
+10.9 +18.8 +69.3
This is used to measure the return to
Shareholders in terms of share price
growth and dividends received.
Share price premium/(discount) as at 31 December
2024
%
2023
%
2022
%
Premium/(discount)
†
(30.9) (33.4) (40.5)
This is the difference between the share
price and the NAV per share. It is an
indicator of excess supply over demand
for the Company's shares in the case of
a discount and the excess demand over
supply in the case of a premium.
Dividends per share during the year ended 31 December
2024 2023 2022
Dividend per share 28.04p 27.98p 25.77p
Yield
†
5.7% 6.0% 6.1%
Ongoing charges as at 31 December (as a percentage of Shareholders funds’)
2024
%
2023
%
2022
%
Ongoing charges – excluding performance fees
†
Ongoing charges – including performance fees
†
1.2
1.2
1.1
2.1
1.2
2.3
This is a measure of the cost of running
the Company as a percentage of net
assets. It can give an indication of
cost efficiency over time and can be
compared to the ongoing charges of
competitor investment vehicles.
The Board recognises that it is longer term share price
performance and a sustained flow of regular dividends that
is most important to the Company’s investors. Share price
performance is driven by the performance of the net asset value
and the demand for the Company’s shares. The overriding priority
is to continue to strive for the consistent achievement of long-
term investment performance; adding value for Shareholders
through net asset value and share price total return; the
management of the Company’s share price premium/discount;
an attractive dividend; low and competitive ongoing charges;
and effective marketing. The Board assesses its performance
in meeting the Company’s objective against the following key
performance indicators (“KPIs”):
1. Net asset value per share total return
2. Share price total return
3. Premium / (discount) to net asset value
4. Dividends declared
5. Ongoing charges
Information in relation to these KPIs is set out in the tables below.
Commentary can be found in the Chairman’s Statement and the
Investment Manager’s Review.
†
Alternative performance measures defined on pages 79 and 80.
Strategic Report Governance Report Financial Report AGM Other InformationChairman’s statementOverview Auditor’s Report
Annual Report and Audited Financial Statements 2024 | 11
Strategic Report
Portfolio Summary
Ten Largest Individual Holdings
As at 31 December 2024
Total % of
Valuation Total
£’000 Portfolio
Inflexion Strategic Partners 19,296 3.3
Sigma 16,031 2.7
Weird Fish 15,118 2.6
August Equity Partners V 12,096 2.1
TWMA 12,087 2.1
Utimaco 10,661 1.8
San Siro 10,460 1.8
Aurora Payment Solutions 9,996 1.7
Stirling Square Capital II 9,554 1.6
Inflexion Supplemental V 9,459 1.6
124,758 21.3
Portfolio Distribution
As at 31 December 20241
% of % of
Total Total
2024 2023
Buyout Funds – Pan European* 11.6 10.5
Buyout Funds – UK 19.2 16.2
Buyout Funds – Continental Europe ~ 15.5 18.2
Secondary Funds – 0.1
Private Equity Funds – USA 4.4 5.0
Private Equity Funds – Global 2.7 1.7
Venture Capital Funds 4.5 3.7
Direct Investments/Co-investments 42.1 44.6
100.0 100.0
* Europe including the UK.
~ Europe excluding the UK.
12 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 13
30%
25%
20%
15%
10%
5%
0%
23%
18%
14%
9%
4%
3%
3%
3%
Info
rmation Technology
Industrials
Consumer Discretionary
Financials
Consumer Staples
Energy
Materials
Communication Services
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
42%
17%
9%
8%
6%
4%
4%
4%
2%
1%
UK
USA
Nordics
DACH
Italy
Rest of the
World
Iberia
Benelux
Central and
Eastern Europe
Ireland
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
4%
1%
1% 1%
12%
7%
13%
6%
19%
15%
14%
Pre 2014
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
7%
23%
Health Care
3%
France
Underlying portfolio split by sector
Percentage of portfolio value
30%
25%
20%
15%
10%
5%
0%
23%
18%
14%
9%
4%
3%
3%
3%
Info
rmation Technology
Industrials
Consumer Discretionary
Financials
Consumer Staples
Energy
Materials
Communication Services
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
42%
17%
9%
8%
6%
4%
4%
4%
2%
1%
UK
USA
Nordics
DACH
Italy
Rest of the
World
Iberia
Benelux
Central and
Eastern Europe
Ireland
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
4%
1%
1% 1%
12%
7%
13%
6%
19%
15%
14%
Pre 2014
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
7%
23%
Health Care
3%
France
Underlying portfolio split by geography
30%
25%
20%
15%
10%
5%
0%
23%
18%
14%
9%
4%
3%
3%
3%
Info
rmation Technology
Industrials
Consumer Discretionary
Financials
Consumer Staples
Energy
Materials
Communication Services
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
42%
17%
9%
8%
6%
4%
4%
4%
2%
1%
UK
USA
Nordics
DACH
Italy
Rest of the
World
Iberia
Benelux
Central and
Eastern Europe
Ireland
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
4%
1%
1% 1%
12%
7%
13%
6%
19%
15%
14%
Pre 2014
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
7%
23%
Health Care
3%
France
Split by Vintage
Percentage of portfolio value
Percentage of portfolio value
30%
25%
20%
15%
10%
5%
0%
12 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 13
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Strategic Report
Top Ten Fund Investments
31 December 2024 31 December 2023
£’000 £’000
Residual cost 7,515 7,829
Value 19,296 15,052
Inflexion Strategic Partners
A limited partnership which holds interests in past and future Inflexion funds, related entities,
limited partnerships and co-investments. The investment complements our existing diverse and
longstanding exposure to Inflexion’s funds and gives us an even closer alignment with arguably
the leading midmarket private equity specialist in the UK.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 8,715 7,616
Value 12,096 10,408
August Equity Partners V
A 2020 vintage fund investing in UK buyout investments in the healthcare, social care,
educational services and technology-enabled services sectors. The fifth in a series of funds
managed by August Equity Partners.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 753 753
Value 9,554 9,015
Stirling Square Capital II
A 2008 vintage pan-European fund focusing on investments with enterprise values in the range
of €100m to €300m.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 4,877 4,105
Value 9,459 7,012
Inflexion Supplemental V
A 2019 vintage fund, investing in UK and Western European businesses alongside Inflexion’s
Enterprise, Buyout and Partnership fund series.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 2,898 3,860
Value 9,383 9,322
SEP V
A 2017 vintage fund targeting growth capital investments in high growth UK technology and
technology enabled companies.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 6,398 6,341
Value 9,321 7,830
Apposite Healthcare III
A 2015 vintage fund targeting UK lower mid-market healthcare services, digital health, social
care and medical products businesses.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 3,166 3,166
Value 8,867 9,085
F&C European Capital Partners
A 2007 vintage European mid-market buyout fund of funds which shares the same
management as the Company.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 9,733 7,534
Value 8,424 5,911
Corsair VI
A 2022 vintage fund, investing in North American and European financial services and
technology firms. Fund VI intends to split two-thirds North American investments, and one-
third European investments.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 2,672 2,659
Value 8,366 11,528
Aliante Equity 3
A 2014 vintage fund focussed on lower mid-market investments predominately in the Italian
food and beverage sector.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 7,074 6,828
Value 8,248 8,577
Apposite Healthcare II
A 2017 vintage fund investing in buyout and growth investments in lower mid-market
healthcare services, digital health, social care and medical products businesses,
predominantly in the UK and with a small portion in Western Europe.
14 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 15
Top Ten Direct Investments
31 December 2024 31 December 2023
£’000 £’000
Residual cost 6,571 6,553
Value 16,031 15,750
Sigma
A US leading manufacturer of metal castings, precision machined components and sub-assemblies
for the low voltage electrical product market. It is the global leader by market share in electrical
fittings, weatherproof boxes and power transmission and distribution cut-outs and connectors. The
investment is led by Argand Partners, a US value investor focussed on the mid-market.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 4,057 4,057
Value 15,118 9,670
Weird Fish
A UK premium lifestyle clothing brand serving men, women and children, with a core focus on the
‘stable and affluent’ 35-55 age demographic. The investment is led by Total Capital Partners, a
lower mid-market manager investing both debt and equity.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 10,730 10,619
Value 12,087 11,120
TWMA
A UK drilling waste management solutions provider. It has successfully pioneered and established
a fully comprehensive management solution for treating and handling offshore oil and gas drill
cuttings and slops which must be removed efficiently and safely from the drilling process, treated
and disposed of. The investment is led by Buckthorn, an emerging UK based private equity manager
established to invest on a deal by deal basis.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 6,494 5,498
Value 10,661 7,192
Utimaco
A German developer of on premises and cloud-based security modules, key management solutions
and data intelligence solutions for regulated and critical infrastructures. Its core product is HSMs
(Hardware Security Modules), tamper-proof physical hardware which stores cryptographic keys. The
investment is led by SGT Capital, a US and European mid-market private equity manager.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 555 555
Value 10,460 10,368
San Siro
An Italian funeral homes and services business. The Company's original investment was led by
Augens Capital, an emerging Italian private equity manager. The company realised 75% of its
holding in November 2022 and, alongside Augens, rolled 25% into a new deal led by French
infrastructure investor Antin Infrastructure Partners.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 11,464 9,738
Value 9,996 9,435
Aurora Payment Solutions
A US digital payments solution provider for over 20,000 US merchants in multiple sectors
including hospitality, transport and hotel sectors. The investment is led by Corsair Capital
financial-services focussed mid-market private equity firm based in New York, USA, and
London, UK.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 4,608 4,571
Value 8,786 8,142
Amethyst Radiotherapy
A pan-European operator of radiotherapy clinics operating across the UK, France, Italy,
Austria, Poland and Romania. The investment is led by southeastern European specialist The
Rohatyn Group (‘TRG’).
31 December 2024 31 December 2023
£’000 £’000
Residual cost 7,657 3,458
Value 7,998 5,359
Breeze Group (CAS)
A UK designer and manufacturer of microbiological safety cabinets, isolators and other
cleanroom products. Its products are often used in enclosed ventilated laboratory workspaces
and other pharmaceutical and cell therapy applications. The investment is led by Accord
Investment Partners, an emerging UK private equity manager focused on the lower mid-market.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 5,265 5,116
Value 7,828 8,994
Cyclomedia
A Netherlands-based street-level imaging and data visualisation company. The investment is
led by pan-European technology specialist Volpi.
31 December 2024 31 December 2023
£’000 £’000
Residual cost 6,499 6,499
Value 7,342 6,276
Asbury Carbons
A US graphite processing company specialising in the production of natural and synthetic
graphite, as well as a variety of other carbon-based products, that is used widely across
various industries. The investment is led by Mill Rock Capital, a US mid-market private equity
manager focused on industrials and business services companies.
14 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 15
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Strategic Report
Portfolio Holdings
Total % of
Geographic Valuation Total
Investment Focus £’000 Portfolio
Buyout Funds – Pan European
Stirling Square Capital II Europe 9,554 1.6
Apposite Healthcare III Europe 9,321 1.6
F&C European Capital Partners Europe 8,867 1.5
Apposite Healthcare II Europe 8,248 1.4
Summa III Northern Europe 3,269 0.6
MED II Western Europe 3,060 0.5
Agilitas 2015 Fund Northern Europe 3,037 0.5
Verdane XI Northern Europe 2,941 0.5
Wisequity VI Italy 2,910 0.5
Magnesium Capital 1 Europe 2,430 0.4
Astorg VI Western Europe 2,239 0.4
Volpi III Northern Europe 2,104 0.4
MED Platform II Global 2,068 0.4
KKA II Europe 1,573 0.3
ARCHIMED MED III Global 1,452 0.2
Agilitas 2020 Fund Europe 1,228 0.2
Verdane Edda III Northern Europe 1,059 0.2
TDR Capital II Western Europe 903 0.2
TDR II Annex Fund Western Europe 791 0.1
Inflexion Partnership III Europe 526 0.1
Agilitas 2024 HIF Europe 69 –
Total Buyout Funds – Pan European 67,649 11.6
Buyout Funds – UK
Inflexion Strategic Partners United Kingdom 19,296 3.3
August Equity Partners V United Kingdom 12,096 2.1
Inflexion Supplemental V United Kingdom 9,459 1.6
Inflexion Buyout Fund V United Kingdom 6,795 1.2
Apiary Capital Partners I United Kingdom 6,450 1.1
Inflexion Buyout Fund VI United Kingdom 5,217 0.9
FPE Fund III United Kingdom 5,006 0.9
Axiom 1 United Kingdom 4,983 0.8
FPE Fund II United Kingdom 4,866 0.8
August Equity Partners IV United Kingdom 4,497 0.8
Kester Capital II United Kingdom 4,468 0.8
Corran Environmental II United Kingdom 4,207 0.7
Inflexion Partnership Capital II United Kingdom 3,974 0.7
Piper Private Equity VI United Kingdom 3,884 0.7
Piper Private Equity VII United Kingdom 3,266 0.6
Kester Capital III United Kingdom 2,372 0.4
Inflexion Buyout Fund IV United Kingdom 2,225 0.4
Inflexion Enterprise Fund V United Kingdom 2,116 0.4
Inflexion Supplemental IV United Kingdom 1,449 0.2
Inflexion Enterprise Fund IV United Kingdom 1,444 0.2
Primary Capital IV United Kingdom 1,440 0.2
Inflexion Partnership Capital I United Kingdom 1,266 0.2
RJD Private Equity Fund III United Kingdom 467 0.1
Horizon Capital 2013 United Kingdom 377 0.1
GCP Europe II United Kingdom 201 –
Piper Private Equity V United Kingdom 163 –
August Equity Partners VI United Kingdom 111 –
Dunedin Buyout Fund II United Kingdom 5 –
Total Buyout Funds – UK 112,100 19.2
Buyout Funds – Continental Europe
Aliante Equity 3 Italy 8,366 1.4
Avallon MBO Fund III Poland 6,352 1.1
Vaaka III Finland 5,828 1.0
DBAG VII DACH 5,714 1.0
Bencis V Benelux 5,232 0.9
Capvis III CV DACH 4,654 0.8
Montefiore V France 4,252 0.7
Verdane Edda Nordic 4,224 0.7
DBAG VIII DACH 4,113 0.7
Corpfin V Spain 4,086 0.7
Procuritas VII Nordic 3,827 0.7
Procuritas VI Nordic 3,728 0.6
Chequers Capital XVII France 3,675 0.6
ARX CEE IV Eastern Europe 3,003 0.5
Procuritas Capital IV Nordic 2,564 0.4
Italian Portfolio Italy 2,487 0.4
Vaaka IV Finland 2,335 0.4
Montefiore IV France 2,042 0.4
Aurica IV Spain 1,936 0.3
Capvis IV DACH 1,794 0.3
Corpfin Capital Fund IV Spain 1,591 0.3
Summa II Nordic 1,417 0.3
Summa I Nordic 1,396 0.2
DBAG VIIB DACH 1,036 0.2
Portobello Fund III Spain 1,007 0.2
DBAG VIIIB DACH 946 0.2
DBAG Fund VI DACH 828 0.2
Chequers Capital XVI France 621 0.1
Vaaka II Finland 374 0.1
Ciclad 5 France 295 0.1
PineBridge New Europe II Eastern Europe 246 –
Gilde Buyout Fund III Benelux 88 –
Procuritas Capital V Nordic 71 –
Capvis III DACH 50 –
Montefiore Expansion France 47 –
DBAG Fund V DACH 5 –
Total Buyout Funds – Continental Europe 90,230 15.5
31 December 2024
16 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 17
Total % of
Geographic Valuation Total
Investment Focus £’000 Portfolio
Secondary Funds
The Aurora Fund Europe 205 –
Total Secondary Funds 205 –
Private Equity Funds – USA
Blue Point Capital IV North America 7,475 1.3
Level 5 Fund II United States 3,296 0.6
Camden Partners IV United States 3,218 0.5
Purpose Brands (Level 5) United States 3,104 0.5
MidOcean VI United States 2,257 0.4
Blue Point Capital III North America 2,065 0.3
Stellex Capital Partners North America 1,729 0.3
Graycliff IV North America 1,601 0.3
Graycliff III United States 1,061 0.2
Blue Point Capital II North America 162 –
Total Private Equity Funds – USA 25,968 4.4
Private Equity Funds – Global
Corsair VI Global 8,424 1.4
Hg Saturn 3 Global 4,951 0.9
Hg Mercury 4 Global 897 0.2
PineBridge GEM II Global 654 0.1
F&C Climate Opportunity Partners Global 421 0.1
AIF Capital Asia III Asia 111 –
PineBridge Latin America II South America 59 –
Warburg Pincus IX Global 10 –
Total Private Equity Funds – Global 15,527 2.7
Venture Capital Funds
SEP V United Kingdom 9,383 1.6
MVM V Global 4,413 0.8
SEP VI Europe 3,140 0.5
MVM VI Global 2,950 0.5
Kurma Biofund II Europe 2,735 0.5
Northern Gritstone United Kingdom 1,697 0.3
SEP IV United Kingdom 1,190 0.2
Pentech Fund II United Kingdom 377 0.1
SEP II United Kingdom 260 –
SEP III United Kingdom 60 –
Environmental Technologies Fund Europe 57 –
Life Sciences Partners III Western Europe 31 –
Total Venture Capital Funds 26,293 4.5
Direct Investments/Co-investments
Sigma United States 16,031 2.7
Weird Fish United Kingdom 15,118 2.6
TWMA United Kingdom 12,087 2.1
Utimaco DACH 10,661 1.8
San Siro Italy 10,460 1.8
Aurora Payment Solutions United States 9,996 1.7
Amethyst Radiotherapy Europe 8,786 1.5
Breeze Group (CAS) United Kingdom 7,998 1.4
Cyclomedia Netherlands 7,828 1.3
Asbury Carbons North America 7,342 1.3
CARDO Group United Kingdom 6,955 1.2
Velos IoT (JT IoT) United Kingdom 6,853 1.2
Prollenium North America 6,608 1.1
Swanton United Kingdom 6,589 1.1
Habitus Denmark 6,395 1.1
Orbis United Kingdom 6,282 1.1
Family First United Kingdom 6,113 1.1
Cyberhawk United Kingdom 5,987 1.0
Rosa Mexicano United States 5,902 1.0
Polaris Software (StarTraq) United Kingdom 5,806 1.0
123Dentist Canada 4,878 0.8
Cybit (Perfect Image) United Kingdom 4,874 0.8
Braincube France 4,652 0.8
MedSpa Partners Canada 4,632 0.8
LeadVenture United States 4,510 0.8
AccuVein United States 4,273 0.7
Walkers Transport United Kingdom 4,172 0.7
1Med Switzerland 4,163 0.7
Dotmatics United Kingdom 4,155 0.7
PathFactory Canada 3,649 0.6
Collingwood Insurance Group United Kingdom 3,435 0.6
Vero Biotech United States 3,366 0.6
GT Medical United States 3,307 0.6
Educa Edtech Spain 3,035 0.5
AccountsIQ Ireland 2,477 0.4
Neurolens United States 2,336 0.4
Alessa (Tier1 CRM) Canada 2,083 0.4
Omlet United Kingdom 2,039 0.4
OneTouch United Kingdom 2,003 0.3
Agilico (DMC Canotec) United Kingdom 1,734 0.3
Bomaki Italy 1,469 0.3
Rephine United Kingdom 1,289 0.2
Avalon United Kingdom 1,234 0.2
Ambio Holdings United States 1,211 0.2
Leader96 Bulgaria 748 0.1
Jollyes United Kingdom 397 0.1
TDR Algeco/Scotsman Europe 207 –
Total Direct Investments/Co-investments 246,125 42.1
Total Portfolio 584,097 100.0
31 December 2024
16 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 17
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Governance Report Strategic Report
Exit Case Studies
During the year ended 31 December 2024 the Company received
realisations of £108.6 million. This was an increase of 76% in
comparison to the £61.7 million achieved in 2023. Four examples
of exits achieved during the year were Agilio, Jollyes, Atec and
Landmark Structures. Details of the background, investment
rationale and performance and exits for these investments follow.
Agilio
Background
Agilio, formerly known as CODE, is a leading compliance and HR
services software provider to the healthcare industry. The business
consists of three main product lines provided to dental and GP
markets: iComply, iLearn and iTeam. Agilio is headquartered in the
UK.
Agilio was first introduced to August Equity (“August”) as a potential
bolt-on opportunity for portfolio company, Dental Partners. After
diligence, however, August instead considered it as a standalone
platform investment. It was acquired by Fund IV in November
2019, at an enterprise value of £12.1 million, representing 7.8x
FY19 EBITDA. August acquired 77.5% of the business at entry.
Throughout the hold period, August continued to support the
Company with additional equity and the total invested increased
to £12.5 million (of which CT Private Equity Trust’s share was
£0.5 million).
Investment Rationale and Performance
• Addressed an attractive gap in the market – in diligence, it was
identified that the market lacked a scaled and integrated player.
Therefore, there was an opportunity to invest in a platform, scale
it, and create a leader in its niche. Agilio was able to bundle
its wider service offerings and create a business with a high
percentage of recurring revenues.
• Transformational M&A – August identified the opportunity to
create a platform of scale achieved by acquiring ten add-ons.
In 2022, Agilio acquired InterShift expanding the business
from being purely UK focussed to having a presence in the
Netherlands.
• Professionalisation and a new management team – the platform
was rebranded to Agilio Software in January 2021 to solidify its
position as an integrated and scaled provider to the healthcare
sector. A new Executive Chairman was installed alongside a new
management team comprised of a CEO, CFO and CTO.
• Increased its service offering – Agilio developed its service
offerings over the investment period, becoming a pan-healthcare
provider also addressing hospitals and primary care clients; in
addition to the core dental market.
Exit
In February 2024, August completed the sale of Agilio to a
syndicate of TA Associates and Five Arrows Principal Investments.
In four years, the business had grown revenue and EBITDA from
£3.3 million and £1.5 million respectively, to £22.3 million and
£9.0 million; a CAGR of 56% and 51% respectively.
The exit was at an enterprise value of £200 million, equivalent
to 22.2x FY23 EBITDA. This compared well to the 7.8x at entry
and reflected the increased size of the business and its strong
recurring revenues. This translated to an equity return of £99.8
million for Fund IV, and £3.5 million to CT Private Equity Trust.
This exit resulted in a gross return of 9.2x cost and 70% IRR. This
represented a 45% uplift on the holding valuation at 30 June 2023,
the last valuation prior to agreeing exit price.
18 | CT Private Equity Trust PLC
Jollyes
Background
Founded in 1935 and headquartered in Essex, Jollyes is the second
largest pet retailer in the UK. Jollyes was acquired by Kester Capital
in May 2018 in a primary buy-out from the retiring owner-manager
at an attractive entry multiple of 5.2x last twelve month’s EBITDA.
At entry, Jollyes operated 64 large pet retail stores across the
UK, with a geographic focus on southern and central England and
Northern Ireland. Stores are generally located on retail parks with
high footfall, good transport links and large car parks. Jollyes
differentiates itself from competitors with a focus on value and
customer service. CT Private Equity Trust invested £4.7 million.
Investment Rationale and Performance
• Resilient and growing market - the pet product and services
market in the UK is large (over £7 billion in 2017), growing at
c.5% and has proven to be highly resilient through the economic
cycles. CT Private Equity Trust has a good sector experience,
having achieved a strong exit from Pet Network at 4.2x cost and
54% IRR in 2021.
• Operational improvements - the incoming team identified a
number of operational improvements, which were successfully
implemented over the investment period, to transform Jollyes
into one of the fastest growing physical retailers in the UK.
• New store roll-out – the team implemented a successful new
store rollout plan, expanding from 64 stores to 100 stores over
the investment period.
• Recruitment of a high-quality management team - during its
investment period Kester Capital recruited a high calibre
management team, led by CEO Joe Wykes and Chairman Richard
Cotter. Over the investment period total employees doubled to
1,200.
Exit
In March 2024, Kester Capital announced the sale of Jollyes to UK
private equity firm TDR Capital. The sale resulted in net proceeds of
£18.9 million, and a return of 4.2x TVPI and 27% IRR for CT Private
Equity Trust PLC.
4
5
3
7
9
11
68 67
71
88
105
135
140
120
100
80
60
40
20
0
23% EBITDA CAGR
15% Revenue CAGR
2018 2019 2020 2021 2022 2023
Revenue EBITDA
Financial performance year ending December
£ millions
Annual Report and Audited Financial Statements 2024 | 19
Governance Report
Strategic Report
ATEC
Background
ATEC is a tech-enabled distributor of personal and commercial
insurance. Since inception, ATEC has been at the forefront of tech-
enabled insurance distribution and niche product and channel
development. ATEC has been successful at leveraging its online
broking platform, diverse range of insurer relationships, strong
digital marketing skills and deep data insights to develop market
leading positions and recurring customer relationships in its core
markets and channels. ATEC today consists of CETA Insurance,
the digital insurance broker, and Arkel, the tech-enabled managing
general agent (MGA). ATEC is headquartered in Chipping Norton,
Oxfordshire, UK.
It was acquired by Kester Capital in September 2017 in a primary
buyout for 7.0x Enterprise Value/EBITDA. The total Kester led
investment was £11.8 million with £7.3 million from the GCP Europe
II fund (including £0.4 million from CT Private Equity Trust Plc) and
a further £2.2 million was provided by CT Private Equity Trust Plc as
a co-investor.
Investment Rationale and Performance
• ATEC has a differentiated, scalable platform and customer
acquisition process and can acquire, convert and renew significant
volumes of profitable, digitally transacted business.
• There is significant headroom for growth across both its existing
markets and new markets where its platform and insurer
relationships can be leveraged.
• The business has a robust and diversified business model with
good earnings visibility. ATEC has no material reliance on any
single customer or supplier and is diversified by insurance class.
With renewal rates of 70-80% by class, ATEC has significant
embedded lifetime value.
• Under Kester’s leadership and building on the foundation the
business already has in place, ATEC should be able to grow
significantly and be repositioned as a high growth, data and tech
led platform, driving a premium exit valuation.
Over a period of seven years, Kester has successfully grown ATEC
into a leading data-driven digital insurance platform that designs,
distributes and underwrites a range of specialist insurance products
within the UK personal lines market.
Exit
Kester refinanced the business twice in 2021 and 2023. £3 million
of funds was returned to investors in October 2023.
As the business prepared for a highly competitive exit process, a
mid-market private equity house made a pre-emptive offer to acquire
the business. In June 2024, Kester signed the sale of the business
at an attractive enterprise value.
This sale resulted in a return for CT Private Equity Trust’s co-
investment of over 4.0x cost.
Strategic ReportStrategic Report
20 | CT Private Equity Trust PLC
Background
Based in Texas, Landmark Structures designs, fabricates, installs,
repairs and maintains elevated water storage tanks in the US and
Canada. Over 90% of its revenue is tank design, fabrication and
installation, with the remaining aftermarket repair and maintenance
services. The company sells primarily to municipalities but also to
private water utilities.
Graycliff acquired Landmark Structures in April 2022, investing
$31.5 million via Graycliff Fund IV (of which CT Private Equity Trust’s
share was $0.4 million). The enterprise value was $110 million,
representing 4.8x adj. EBITDA of $22.7 million. Graycliff had tracked
the opportunity for several years and had strong introductions to
management through its network.
Investment Rationale and Performance
•
Industry tailwinds – demand is driven by a combination of population
growth and migration and replacement of aging water infrastructure
in the US. This dynamic accelerated through the investment period.
• Significant barriers to entry – Landmark Structures has complex
technical knowledge combined with industry leading safety records.
Graycliff continued to aid the company in expanding its product
capabilities, and in 2024 it developed and won its first ever bolted
elevated tank job in the US, expanding the total addressable
market for the company.
• Strong backlog – at entry, Landmark Structures had a large pipeline
of new projects, providing comfort on future financial performance.
The backlog grew throughout the investment period and at exit,
bookings remained very strong and the backlog was at an all-time
high.
• Business model adaption – Graycliff identified on entry that there
was an opportunity to establish a greater recurring services
focus. In 2023 the company acquired a coatings and sandblasting
business in Canada that has helped company double its services
revenue.
• Professionalised the business – a CFO was recruited to further
professionalise the finance function and worked with the company
to develop a 5-year strategic and M&A plan.
Exit
In December 2024, Graycliff completed the sale of Landmark to
Cerberus Capital Management. During the period held, Landmark
Structures grew revenue and EBITDA from $165 million and $23
million respectively, to $295 million and $65 million; Compound
Annual Growth Rate (“CAGR”) of 27% and 54% respectively.
The exit was at an enterprise value of $405 million, equivalent to
6.2x last twelve months September 2024 EBITDA, an increase from
entry owing to the increased scale, diversification and growth profile
of the business. This translates to an equity return of $246 million for
Fund IV, and $2.4 million to CT Private Equity Trust. This represented
a return of 7.8x cost and 132% IRR, which could increase further with
the release of a small $10 million escrow. This represented a 38%
uplift on the holding valuation at 30 September 2024, and a 116%
uplift on the valuation at 31 December 2023.
350
300
250
200
150
100
50
0
164.9
181
245.9
292.7
22.7
40.8
58
64.8
At entry–Apr-22 Dec-22 Dec-23 At exit–Sep 24
Revenue EBITDA
Revenue CAGR = 27%
EBITDA CAGR = 54%
Revenue and EBITDA
Landmark Structures
Annual Report and Audited Financial Statements 2024 | 21
Strategic Report
Responsible Investment
The approach
Environmental, Social and Governance (“ESG”) issues are the three
central factors in measuring sustainability and can present both
opportunities and threats to the long-term investment performance
the Company aims to deliver to Shareholders. The Board is
therefore committed to taking a responsible approach to ESG
matters. There are two strands to this approach. The Company’s
own responsibilities on matters such as its governance and the
impact it has through the investments that are made on its behalf
by its Manager.
The Company’s compliance with the revised AIC Code of Corporate
Governance is detailed in the Corporate Governance Statement
on pages 39 to 40. In addition, the Principal Policies statement
on pages 29 and 30 notes the Company’s policies towards board
diversity, integrity and business ethics, prevention of the facilitation
of tax evasion and the Modern Slavery Act 2015.
The Board recognises that the most material way in which the
Company can have an impact is through its responsible ownership
of its investments. The Board has therefore appointed a manager
that engages actively with the management of investee companies
to encourage that high standards of ESG practice are adopted.
Responsible investment
Columbia Threadneedle Investments is a signatory to the United
Nations Principles for Responsible Investment (“UNPRI”) under
which signatories contribute to the development of a more
sustainable global financial system. As a signatory the Manager
aims to incorporate ESG factors into its investment processes.
As part of this ESG commitment, Columbia Threadneedle
Investments Private Equity (“CTIPE”) engages actively with its
underlying private equity fund managers (General Partners or
“GPs”) to encourage them to develop responsible policies that
sufficiently mitigate ESG risks and generate opportunities. It
leverages its position to influence and collaborate with its GPs and
management teams to drive positive change from pre-investment
stage through to exit.
As stewards of £584.1 million of invested assets the Company supports positive change. The
Company benefits from the Manager’s leadership in this field.
95%
of GPs Rated 1-3
(92%)
85%
Overall response rate
(89%)
100%
Integrate ESG into investment process
(100%)
93%
Improved ESG standards at GP or portfolio
(93%)
2024 ESG GP Survey Highlights (2023 results in brackets)
Environmental Social Governance
74%
Track Greenhouse Gas
(“GHG”) emissions
(62%)
19%
Implemented
biodiversity
initiatives
(10%)
25%
of GPs track
biodiversity
metrics
(22%)
23%
Have net zero target
(17%)
28%
Are reporting
net zero
alignment
(26%)
83%
Promoted DE&I
Initiatives
(82%)
90%
Provide ESG
training to staff
(89%)
78%
Track DE&I
Metrics
(77%)
30%
Female
representation in
investment team
(25%)
79%
Have a Diversity and
Inclusion (“D&I”)
Policy
(72%)
97%
Have an ESG
policy in place
(94%)
63%
Produce Annual
ESG Report
(57%)
84%
Track ESG KPIs
(80%)
95%
Include ESG at
Boards
(93%)
22 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 23
ESG Survey
CTIPE assesses its GP’s annually through its ESG survey which
encompasses key ESG topics, metrics and trends. Included within
this survey are the GP’s of the investments of this Company. The
survey is based around four core elements outlined below, and
respondents are rated 1-5 from leader to laggard. Managers who
score below average will be encouraged to develop over time and
CTIPE comments are fed back over the life of an investment in a
collaborative and bilateral process. There was a further noticeable
improvement in the results recorded in the 2024 survey in
comparison to prior years. A summary of the results follows.
Four Core Elements
A. ESG Culture and Commitment – CTIPE believes the integration
of ESG factors starts with the correct mindset and permeates
throughout an organisation from the top down. The strategic
importance and commitment to ESG was assessed through a
number of metrics such as the sophistication of policies and
procedures, adherence to broader industry standards and existence
of ESG resource and training.
B. Investment Process – The extent to which ESG factors are
embedded throughout the investment workflow from pre-acquisition
to exit. CTIPE considered the degree to which processes were
institutionalised, the significance of ESG factors to investment
decisions, the integration of formal frameworks and how ESG
matters were formally analysed and debated within investment
papers and committees.
C. Active Ownership – Active ownership goes beyond the mitigation
of ESG risks and focuses upon the embedding of ESG opportunities
within the value creation plan. CTIPE evaluated its GPs on the
extent to which they were driving positive ESG change, not just
across their portfolio companies but also within their own firm.
D. Oversight and Reporting – CTIPE believes that outcome oriented
approaches are imperative to implement, monitor and drive
positive ESG development. CTIPE evaluated its GP’s oversight and
reporting capabilities through the breadth and sophistication of
ESG-metrics monitored, tracked and reported. It also assessed
the sophistication of manager’s ESG case studies and Annual ESG
Reports.
In 2024, 95% were rated ‘Good’, ‘Excellent’ or ‘Best-in-Class’, up from 92% in 2023 and 89% in 2022. None of the GPs were rated
‘Laggard’ as all demonstrated a willingness to develop.
Survey Results
Overall Ratings
ESG Survey Ratings
BMO Private Equity Annual ESG Report 2021 11
ESG Ratings Methodology
RRaattiinngg AAsssseessssmmeenntt
1
BBeesstt--iinn--ccllaassss
Market-leading commitment to ESG with robust, institutional policies and processes in place. The GP has firmly integrated ESG throughout the
investment process, is an active owner in promoting ESG development and reports on ESG metrics.
2
EExxcceelllleenntt
Strong commitment to ESG with institutionalised policies and processes in place. The GP has integrated ESG throughout its investment process and has
shown to be active in promoting some aspects of ESG. Tracks, monitors and reports on some ESG metrics or developing to do so over the short-term.
3
GGoooodd
Commitment to ESG demonstrated with some steps taken to integrate ESG, albeit not across the entire workflow (e.g. reporting).
Processes institutionalised and the GP is motivated to improve with development underway.
4
DDeevveellooppiinngg
The GP demonstrated some commitment to ESG or has begun development on some ESG initiatives but lacks institutionalised processes.
5
LLaaggggaarrdd
The GP demonstrates little or no commitment to ESG and no willingness to develop or trending negatively.
We assess our GP’s annually through our ESG survey which
encompasses key ESG topics, metrics and trends. The survey
is based around four core elements which are outlined
below, and respondents are rated 1-5 from leader to laggard.
Managers who score below average will be encouraged to
develop over time and our comments are fed back over the
life of our investment in a collaborative and bilateral process.
Our analysis provided us with valuable insight on where
companies, management teams and GPs are focussing their
ESG efforts and key trends emerging across our portfolio.
Our annual survey affords us the ability to both assess and
monitor our GPs and also facilitates engagement on areas for
improvement.
ESG Culture and Commitment – We believe the integration
of ESG factors starts with the correct mindset and permeates
throughout an organisation from the top down. The strategic
importance and commitment to ESG was assessed through
a number of metrics such as the sophistication of policies
and procedures, adherence to broader industry standards
(e.g., UN PRI, UN Global Compact, iCi etc), existence of ESG
resource and training.
Investment Process – The extent to which ESG factors
are formally embedded throughout the investment
workflow from pre-acquisition to exit. We looked at how
institutionalised processes were, the significance of ESG-
factors to investment decisions, the integration of formal
frameworks (e.g., UN SDG’s) and how ESG matters were
formally analysed and debated within investment papers
and committees.
Active Ownership – Active ownership goes beyond the
obvious mitigation of ESG risks – which we believe should
be a standard due-diligence item in today’s world – and
focus on the embedding ESG opportunities within the
value creation plan. We evaluated our GPs on the extent
they were driving positive ESG change, not just across
their portfolio companies but also within their own
firm. We believe our GPs should not just talk-the-talk but
also walk-the-walk – a notion implicitly linked to culture &
commitment.
Oversight and Reporting – Oversight and transparency
is vital for sufficient levels of governance, and to enact
change, one must know their starting point. We believe that
outcome-oriented approaches are imperative to implement,
monitor and drive positive ESG-development. We evaluated
our GP’s oversight and reporting capabilities through the
breadth and sophistication of ESG-metrics monitored, tracked
and reported. We also assessed the sophistication of our
manager’s ESG case studies and Annual ESG Reports.
Since March 2021, the Company has not invested with a new GP unless it has an ESG policy in place, or a clear intention to introduce
one within six months.
5%
28%
34%
33%
Best-in-Class
Excellent
Good
Developing
Laggard
22 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 23
Strategic Report Governance Report Financial Report AGM Other InformationChairman’s statementOverview Auditor’s Report
Core Element B: Investment Process Results
62% of surveyed private equity managers now include their ESG
due diligence in a formalised fashion within both their Investment
Committee papers and meetings, up from 50% in 2021.
Core Element C: Active Ownership Results
Private equity is naturally well-positioned to drive and scale the
transformation of ESG best practices and, in doing so reduces
risk and underpins shareholder value. Sponsors typically hold
controlling stakes in portfolio companies, have significant influence
and are very close to their management teams – many of which
they hand selected. They are therefore able to embed ESG
considerations into companies’ strategies, value creation plans
and executive incentives. High performing GPs seek to increase
their companies’ growth trajectory in a sustainable manner. In
doing so, they futureproof businesses and reduce risk whilst better
positioning them to identify strategic opportunities and increase the
long-term competitive advantage. CTIPE also believes the market
recognises these attributes and rewards them with supportive
valuations at exit.
81% of respondents rank ‘Good’ to ‘Best-in-Class’ for Active
Ownership, up from from 78% in 2023.
In 2024, 84% of managers surveyed track ESG metrics.
For context, only 40% of managers surveyed provided any such
reporting in 2014.
63% of managers now produce an Annual ESG Report. This is an
increase of 20% since 2021.
Core Element D: Oversight and Reporting Results
The vast majority of GPs now exhibit a strong ESG culture through formalised policies and procedures (97%) and staff training (90%).
Core Element A: ESG Culture and Commitment Results
ESG factors assessed within due diligence. Produce an Annual ESG Report
Track and report ESG related KPIs across their portfolios
0
20
40
60
80
100%
47%
90%
66%
48%
92%
69%
46%
54%
91%
63%
58%
2021202020192018
63%
92%
70%
88%
2022
UN PRI signatory or equivalent
ESG Policy & Procedures
Internal ESG Capability
Provide ESG Training
Increasing ESG Culture & Commitment
65%
95%
67%
90%
2023 2024
69%
94%
65%
89%
75%
97%
69%
90%
0
20
40
60
80
100%
48%
83%
64%
47%
90%
66%
48%
92%
69%
46%
54%
91%
63%
58%
2020201920182017
63%
92%
70%
88%
2021
UN PRI signatory or equivalent
ESG Policy & Procedures
Internal ESG Capability
Provide ESG Training ?????????
Increasing ESG Culture & Commitment
65%
95%
67%
90%
2022 2023
69%
94%
65%
89%
40%
BMO Global Asset Management20
Oversight & Reporting
The sector has moved from ESG awareness towards outcomes
in response to real world events such as the pandemic, but also
in support of global initiatives such as the Paris Agreement and
UN Sustainable Agenda 2030. This shift gained momentum more
broadly at COP26, with Heads of State pledging commitments
and announcing to ‘build back better’ from the global pandemic
and support carbon-neutrality. Investors are also seeking to
develop net-zero portfolios thereby further accelerating the
trend.
From our 2021 survey responses, we saw a growing emphasis
on outcomes-oriented approaches, which is intrinsically linked
to oversight and reporting. Transparency is vital for effective
oversight and governance and, to enact change, one must know
one’s starting point. Furthermore, GPs who can successfully
monitor and report on portfolio-wide ESG development can
prove out their thesis, build their track record and benefit from
the rising investor demand for ESG-focussed products. We
evaluated our GP’s oversight and reporting capabilities through
the breadth and sophistication of ESG-metrics monitored,
tracked and reported. We also assessed the sophistication of our
manager’s ESG case studies and Annual ESG Reports shared with
us.
0 10 20 30 40 50 60
Yes
Implementing in NTM
No
11%
9%
15%
10%
55%
Track & report ESG related KPIs across the portfolio
0 10 20 30 40 50
No
Implementing in NTM
Yes, on an ad-hoc basis
Yes, ESG is a standing agenda item at
every Board
63%
7%
30%
Product an Annual ESG Report
In 2021, 75% of our managers track ESG metrics and 63% report
on these to investors, which is broadly in line with last year. For
context, only 40% of our managers provided any such reporting
in 2014. We expect this level to materially increase over the
coming year with the introduction of SFDR, EU Taxonomy and
other regulations which support transparency. Some managers
implement a standard set of ESG KPIs across the entire portfolio
with additional, company or sector-specific metrics collected
where relevant. The timing of KPI collection varied from ad-hoc
to quarterly to annually depending on GP size and sophistication.
In acknowledgment of rapidly changing requirements, some
GPs revaluate their ESG objectives annually which allows them
to adjust their ESG agendas accordingly and monitor the most
relevant KPIs.
The sheer breadth of non-financial metrics that are being tracked
by private equity managers was quite surprising. Most of which
covered the same broad topics but with slight variations in the
metric. This signals the need for the sector to co-ordinate its
efforts and ‘hone-in’ on KPIs acknowledged as ‘best-in-class’.
This should improve efficiency of collection and streamline the
process and make it less onerous for all market participants.
43% of our GPs currently produce an Annual ESG Report with
a further 28% implementing this within the next 12 months.
It should be noted than the Annual Report is published in
addition to ESG investor reporting – some smaller GPs take a
proportionate approach and only provide the latter which has
not been captured in the below chart.
ESG Reporting initiatives implemented at our GPs
• Scottish Equity Partners undertook a strategic review of
the integration of ESG considerations into their end-to-end
investment process and developed a new tailored ESG
framework for growth stage technology companies. In Q1
2021, data on 95 KPIs was collected across their portfolio
and then analysed and benchmarked. The GP subsequently
provided individual company feedback identifying strengths
and opportunities and agreed action plans with management.
This was reflected in their quarterly reports for Q2 2021 and
their first Annual Responsible Investment report is due to be
issued to investors this year.
• Apposite developed an extensive, proprietary ESG and impact
due diligence questionnaire, comprising 131 questions centred
on Apposite’s specific impact objectives, in the areas of
health, personnel, environment, governance, communities,
and general ESG oversight. An external consultant worked
with the largest portfolio company to develop a detailed ESG
plan and mechanisms for the regular collection of extensive
ESG data. Following the success of this trial, this process will
be rolled out more widely across the portfolio
• Alantra has a tailor-made ESG reporting system, designed
with the support of PwC, that includes c.80 annual ESG
KPIs related to CSR management, climate change, energy
consumption, circular economy, community, diversity,
innovation, employee development and employability,
health & safety, working conditions, corporate governance
and corruption. Environmental indicators include total energy
consumption (MWh), Scope 1 & 2 GHG emissions, waste
Yes, across all
Yes, across some
Track, don”t report on all/some
Implementing in next 12 months
No
Yes
Implementing in next 12 months
No
9%
31%
41%
19%
8%8%
Best-in-Class
Excellent
Good
Developing
Laggard
BMO Global Asset Management12
2021 ESG Private Equity Funds
– Survey Results
with those focussing on mid-market buyout companies
performing better relative to growth and venture managers;
100% of 1-Rated GPs were targeting larger-scale, more
established companies and as such, had greater resource
dedicated towards ESG efforts.
BMO Global Asset Management20
Oversight & Reporting
The sector has moved from ESG awareness towards outcomes
in response to real world events such as the pandemic, but also
in support of global initiatives such as the Paris Agreement and
UN Sustainable Agenda 2030. This shift gained momentum more
broadly at COP26, with Heads of State pledging commitments
and announcing to ‘build back better’ from the global pandemic
and support carbon-neutrality. Investors are also seeking to
develop net-zero portfolios thereby further accelerating the
trend.
From our 2021 survey responses, we saw a growing emphasis
on outcomes-oriented approaches, which is intrinsically linked
to oversight and reporting. Transparency is vital for effective
oversight and governance and, to enact change, one must know
one’s starting point. Furthermore, GPs who can successfully
monitor and report on portfolio-wide ESG development can
prove out their thesis, build their track record and benefit from
the rising investor demand for ESG-focussed products. We
evaluated our GP’s oversight and reporting capabilities through
the breadth and sophistication of ESG-metrics monitored,
tracked and reported. We also assessed the sophistication of our
manager’s ESG case studies and Annual ESG Reports shared with
us.
0 10 20 30 40 50 60
Yes
Implementing in NTM
No
9%
7%
14%
12%
58%
Track & report ESG related KPIs across the portfolio
0 10 20 30 40 50
No
Implementing in NTM
Yes, on an ad-hoc basis
Yes, ESG is a standing agenda item at
every Board
5 %
4%
%
Product an Annual ESG Report
In 2021, 75% of our managers track ESG metrics and 63% report
on these to investors, which is broadly in line with last year. For
context, only 40% of our managers provided any such reporting
in 2014. We expect this level to materially increase over the
coming year with the introduction of SFDR, EU Taxonomy and
other regulations which support transparency. Some managers
implement a standard set of ESG KPIs across the entire portfolio
with additional, company or sector-specific metrics collected
where relevant. The timing of KPI collection varied from ad-hoc
to quarterly to annually depending on GP size and sophistication.
In acknowledgment of rapidly changing requirements, some
GPs revaluate their ESG objectives annually which allows them
to adjust their ESG agendas accordingly and monitor the most
relevant KPIs.
The sheer breadth of non-financial metrics that are being tracked
by private equity managers was quite surprising. Most of which
covered the same broad topics but with slight variations in the
metric
. This signals the need for the sector to co-ordinate its
efforts and ‘hone-in’ on KPIs acknowledged as ‘best-in-class’.
This should improve efficiency of collection and streamline the
process and make it less onerous for all market participants.
43% of our GPs currently produce an Annual ESG Report with
a further 28% implementing this within the next 12 months.
It should be noted than the Annual Report is published in
addition to ESG investor reporting – some smaller GPs take a
proportionate approach and only provide the latter which has
not been captured in the below chart.
ESG Reporting initiatives implemented at our GPs
• Scottish Equity Partners undertook a strategic review of
the integration of ESG considerations into their end-to-end
investment process and developed a new tailored ESG
framework for growth stage technology companies. In Q1
2021, data on 95 KPIs was collected across their portfolio
and then analysed and benchmarked. The GP subsequently
provided individual company feedback identifying strengths
and opportunities and agreed action plans with management.
This was reflected in their quarterly reports for Q2 2021 and
their first Annual Responsible Investment report is due to be
issued to investors this year.
• Apposite developed an extensive, proprietary ESG and impact
due diligence questionnaire, comprising 131 questions centred
on Apposite’s specific impact objectives, in the areas of
health, personnel, environment, governance, communities,
and general ESG oversight. An external consultant worked
with the largest portfolio company to develop a detailed ESG
plan and mechanisms for the regular collection of extensive
ESG data. Following the success of this trial, this process will
be rolled out more widely across the portfolio
• Alantra has a tailor-made ESG reporting system, designed
with the support of PwC, that includes c.80 annual ESG
KPIs related to CSR management, climate change, energy
consumption, circular economy, community, diversity,
innovation, employee development and employability,
health & safety, working conditions, corporate governance
and corruption. Environmental indicators include total ener
gy
consumption (MWh), Scope 1 & 2 GHG emissions, waste
Yes, across all
Yes, across some
Track, don”t report on all/some
Implementing in next 12 months
No
Yes
Implementing in next 12 months
No
BMO Global Asset Management14
Investment Process
To ensure investors remain faithful to their philosophy, a clear
set of guidelines should be in place that governs behaviours and
meet objectives. We firmly believe ESG considerations should
comprise a key element of the investment philosophy and be
embedded throughout the investment workflow. A formalised,
structured approach to assess ESG risks and opportunities
is required to ensure these objectives are being met in a
systematic manner. With this in mind, we evaluated how
sophisticated our GP’s processes were and the importance of ESG
within their investment objectives, due diligence process and
investment selection.
30%
25%
7%
39%
PE Managers – Investment Process Ratings
42% of our managers incorporate a formal framework to help
inform their investment decisions in an objective manner, with a
further 31% working to implement this within the coming year.
Our portfolio is therefore on track to hit over 70% by 2022 which
is highly encouraging. The most popular framework adopted was
the UN Sustainable Development Goals (19%), whilst others are
aligned with globally recognised standards such as UN Global
Compact, Invest Europe Guidance, SASB Alliance, and BVCA
Responsible Investing Guidelines. We also saw a rising number
of GPs establish in-house proprietary frameworks as these were
better suited to sector-specific or niche strategies.
UN SDGs
Another framework
Implementing in next 12 months
No
0 5 10 15 20 25 30 35
19%
24%
31%
27%
Do you incorporate the UN SDGs or other formal framework
into your investment process?
Yes
In Investment Committee papers
No
0 10 20 30 40 50
62%
10%
26%
1%
2%
Are ESG factors formally analysed as part of your due
diligence process, with output detailed within Investment
Committee papers and discussed at Investment Committees?
One of our top-rated managers, Agilitas, incorporates the UN
SDGs into their investment process as well as other globally
accepted best practices (UN PRI, UN Global Compact, ILO
Fundamental Conventions, IFC Performance standards &
Guidelines). They use the UN SDGs as a thematic framework
to select businesses that align shareholder value with social
or planetary needs, seeking to maximise both of which over
their hold. In some businesses they acquire, there is already a
strong strategic link to one of more of the SDGs; in others, the
GP seeks to strengthen these connections as part of its value
creation plan and tracks development year-on-year. Agilitas’
0
20
40
60
80
100%
40%
70%
48%
58%
83%
64%
47%
90%
66%
48%
92%
69%
46%
54%
91%
63%
58%
2020201920182017
63%
92%
70%
88%
20212016
UN PRI signatory or equivalent
ESG Policy & Procedures
Internal ESG Capability
Provide ESG Training
Increasing ESG Culture & Commitment
65%
95%
67%
90%
2022
Best-in-Class
Excellent
Good
Developing
Laggard
In Investment Committee Meetings
Implementing in next 12 Months
BMO Global Asset Management14
Investment Process
To ensure investors remain faithful to their philosophy, a clear
set of guidelines should be in place that governs behaviours and
meet objectives. We firmly believe ESG considerations should
comprise a key element of the investment philosophy and be
embedded throughout the investment workflow. A formalised,
structured approach to assess ESG risks and opportunities
is required to ensure these objectives are being met in a
systematic manner. With this in mind, we evaluated how
sophisticated our GP’s processes were and the importance of ESG
within their investment objectives, due diligence process and
investment selection.
30%
25%
7%
39%
PE Managers – Investment Process Ratings
42% of our managers incorporate a formal framework to help
inform their investment decisions in an objective manner, with a
further 31% working to implement this within the coming year.
Our portfolio is therefore on track to hit over 70% by 2022 which
is highly encouraging. The most popular framework adopted was
the UN Sustainable Development Goals (19%), whilst others are
aligned with globally recognised standards such as UN Global
Compact, Invest Europe Guidance, SASB Alliance, and BVCA
Responsible Investing Guidelines. We also saw a rising number
of GPs establish in-house proprietary frameworks as these were
better suited to sector-specific or niche strategies.
UN SDGs
Another framework
Implementing in next 12 months
No
0 5 10 15 20 25 30 35
19%
24%
31%
27%
Do you incorporate the UN SDGs or other formal framework
into your investment process?
Yes
In Investment Committee papers
No
0 10 20 30 40 50
62%
10%
26%
1%
2%
Are ESG factors formally analysed as part of your due
diligence process, with output detailed within Investment
Committee papers and discussed at Investment Committees?
One of our top-rated managers, Agilitas, incorporates the UN
SDGs into their investment process as well as other globally
accepted best practices (UN PRI, UN Global Compact, ILO
Fundamental Conventions, IFC Performance standards &
Guidelines). They use the UN SDGs as a thematic framework
to select businesses that align shareholder value with social
or planetary needs, seeking to maximise both of which over
their hold. In some businesses they acquire, there is already a
strong strategic link to one of more of the SDGs; in others, the
GP seeks to strengthen these connections as part of its value
creation plan and tracks development year-on-year. Agilitas’
0
20
40
60
80
100%
40%
70%
48%
58%
83%
64%
47%
90%
66%
48%
92%
69%
46%
54%
91%
63%
58%
2020201920182017
63%
92%
70%
88%
20212016
UN PRI signatory or equivalent
ESG Policy & Procedures
Internal ESG Capability
Provide ESG Training
Increasing ESG Culture & Commitment
65%
95%
67%
90%
2022
Best-in-Class
Excellent
Good
Developing
Laggard
In Investment Committee Meetings
Implementing in next 12 Months
24 | CT Private Equity Trust PLC
Strategic Report
CTIPE believes that it is in an even stronger position to influence and drive ESG development within co-investments given that typically a larger stake is held in the
business and a closer relationship to the GP and management team maintained.
CTIPE has surveyed its co-investments on ESG matters. In line with the GP funds survey, CTIPE rate each of its co-investments from 1-5, Leader to Laggard across
multiple ESG topics, trends and metrics to assess the businesses’ commitment to ESG. Keys results from this survey were:
Strategic Report
These provide us valuable insight on where companies and management teams are focussing their efforts and where more attention may be required.
Co-investment Case Study
Background
The Company co-invested into Braincube in 2023 alongside technology specialist Scottish Equity Partners.
Founded in 2007, Braincube is a fast growing, industrial software provider for the manufacturing sector. The company’s Industrial Internet of
Things (‘IIoT’) platform aggregates data across different systems and produces analytical insights in order to optimise manufacturing. This allows
manufacturers to improve product quality, reduce energy consumption and improve profitability. Braincube cross sells its solutions into a well-
diversified blue-chip customer base comprising: Pulp, Paper & Packaging; Building Materials; Food & Beverage; and Tiles, Elastomer & Plastic end
verticals. Its solutions are mission critical and deeply embedded within its customers’ workflows which creates high switching costs and strong
barriers to entry.
ESG Impact
Improving Health and Safety: IIoT can improve working conditions and ensure employee safety. Devices can monitor the physical conditions of the
workplace, such as temperature, humidity, and air quality to ensure non-hazardous conditions.
Optimising production to reduce waste and energy: Braincube has saved 2.5 million tonnes of CO2 since inception. Sappi, leading paper
manufacturer, reported it had reduced 230,000 tonnes of carbon dioxide emissions using Braincube. Analytical tools enable energy consumption
reduction by finding the historical optimum mixture that led to minimum energy consumption per batch. A leading US manufacturer of roofing
materials achieved a 40% reduction in product variability and raw material optimisation.
Tracking usage and emissions: Braincube is recognised as a specialist in industrial continuous manufacturing, a sector notorious for high levels
of harmful emissions. Its solutions provide accurate, real-time data on energy consumption, emissions and waste production. A tyre manufacturer
began using Braincube’s CrossRank software and was able to reduce waste production by 35%.
Co-investments
Assessment Rating
Environmental 78% have taken action to reduce negative and promote positive environmental and social impacts, in line with 2023.
Management
Biodiversity 50% of relevant companies track and monitor activities that negatively affect biodiversity. A further 13% are developing this capability over
the next twelve months.
Waste 29% track and monitor waste management KPIs, in line with 2023, with an additional 8% developing this in the next twelve months.
Climate Change 39% track and monitor Scope 1, 2 and/or 3 GHG emissions and 12% have net zero targets.
Energy 37% track energy consumption and 33% track renewable energy consumption.
D&I - Policies 63% have a D&I policy in place and 53% have actively promoted diversity & inclusion, which is in line with prior year.
& Initiatives
D&I - Reporting 100% track the number of females or ethnic minorities on the Board and 39% track other D&I KPIs (e.g. LGBTQ+, disability metrics, parental
status, flexible working etc). Note: the collection of this type of data is not permitted in some regions, such as France, which skews statistics.
D&I - Equality of earnings 24% of our companies track the gender pay gap, which was 15% on average.
Staff training 94% have staff training and development programmes in place.
Job Creation and Staff Of the 82% of respondents for this datapoint, there was an aggregate 2,343 organic net new full time equivalent hires across co-investments.
Churn 69% also tracked organic attrition, which was 22%.
Health & safety
22 work related injuries on average; zero work-related fatalities and 3,104 days lost due to injury in aggregate, reported by 89% of the companies.
Board strength & 55% have an independent Chair and 71% have an independent Non-Executive Director sitting on the Board. 47% have a separate Audit
effectiveness Committee or Remuneration Committee.
Active Ownership
73% include ESG matters as an agenda item at company Board meetings.
Culture & commitment 33% of managers’ performance is formally evaluated with regards to social or environmental metrics.
Oversight & reporting 47% track and monitor ESG KPIs specific to the business or sector. A further 12% are developing this capability over the next twelve months.
Cyber security 90% of our companies have a cyber security policy in place. Across all of the companies, there were one cyber security breach in the last
twelve months.
E
S
G
Governance Report
Annual Report and Audited Financial Statements 2024 | 25
Strategic Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Board of Directors
* Member of the Audit Committee
†
Member of the Management Engagement Committee
‡
Member of the Nomination Committee
Craig Armour *†‡
Chairman of the Audit Committee
Until 2021 Craig was an investment partner at
Edinburgh Partners where his roles included
head of European portfolios and the manager
of The European Investment Trust PLC.
Previously, he was a senior investment director
at Lloyds Development Capital, a partner at
Penta Capital, and a corporate financier at
Noble Grossart. Craig is a member of the
Institute of Chartered Accountants of Scotland.
He was appointed to the Board in December
2023 and became Chairman of the Audit
Committee in May 2024.
Swantje Conrad *†‡
Swantje began her career in banking at J.P. Morgan
in 1991 from where she retired as Managing
Director in 2017. During this time Swantje gained
extensive experience in corporate finance/M&A,
global markets and investment management.
She is a supervisory board member and Chair
of the Audit Committee at TeamViewer SE and
previously served as Independent Director of
Siemens Gamesa Renewable Energy S.A., and
as supervisory board member and audit chair of
RENK Group AG (and predecessor companies).
She also served on various charitable boards.
She was appointed to the Board in April 2017.
Audrey Baxter *†‡
Audrey has a distinguished career in business
and public life. Audrey is currently Chairman and
CEO of W. A. Baxter & Sons (Holdings) Ltd and
has served previously on the boards of a number
of public and private companies, charities and
voluntary organisations. She was appointed to the
Board in June 2020.
Tom Burnet *†‡
Tom is Non-Executive Chairman of Aker Systems
Ltd, Trading Apps Ltd, and The Baillie Gifford US
Growth Trust plc. Previously he served as CEO,
Executive Chairman and as a Non-Executive
Director of AIM company accesso Technology
Group plc, and Non-Executive Chairman of Simply
Conveyancing, Reward Gateway, Flooid and
Kainos plc. He started his career as an Army
Officer serving in the Black Watch (R.H.R.) and is
a member of the King’s Bodyguard in Scotland.
He was appointed to the Board in June 2020.
Richard Gray †‡
Chairman
Richard is a career investment banker with
extensive capital markets and corporate
finance experience. He has worked previously
with Lazard, Charterhouse and UBS and was
Vice Chairman of Panmure Gordon. He is a
non-executive director of CVS Group plc, an
independent director of Alpha Real Capital and
Vice Chairman of Invescore Group. He was
appointed to the Board in March 2017 and
became Chairman of the Company in May 2022.
26 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 27
Hamish Mair is Chairman, Head of Private Equity at Columbia
Threadneedle Investments and the Fund Manager of CT Private
Equity Trust PLC. He has over 30 years of investment experience
of which over a quarter of a century are in private equity. He has
been head of Private Equity at Columbia Threadneedle Investments
and its predecessor companies, since inception and oversees
all the funds it manages. Hamish was a director of Martin
Currie Investment Management between 1996 and 2005. He
began his career as an investment analyst with Robert Fleming
Asset Management in 1988. Hamish is a graduate of Aberdeen
University and Edinburgh University. Hamish chairs the investment
committee of Old College Capital, the venture capital fund which
holds ‘spin-outs’ from Edinburgh University.
Ashley-anne Hawthorn
is a Director in the Private Equity team at
Columbia Threadneedle Investments. She works across primary,
secondary and co-investments in the European lower-mid-market,
has a strong interest in impact investing and leads the private
equity ESG efforts. Ashley-anne has 14 years of investment
experience; initially focused on fixed income before moving into
listed equity then private equity nine years ago. Ashley-anne joined
the team in 2021 after eight years at abrdn where she worked
within the private equity co-investment team targeting the European
mid-market. Ashley-anne studied Economics at Edinburgh University
and spent a year at the University of British Columbia in Vancouver,
Canada.
Andrew Carnwath is a Director in the Private Equity Team at
Columbia Threadneedle Investments and the Deputy Fund
Manager of CT Private Equity Trust PLC. He has 15 years of private
equity investment experience. He is a former member of the
private equity team (2008-2013) and re-joined the team in 2018.
From 2013 to 2018 Andrew was a Principal at Scottish Equity
Partners LLP, a leading UK technology focused growth equity firm.
He is a chartered accountant, CFA Charterholder and graduate of
Edinburgh University.
The Investment Manager
Investment Manager
CT Private Equity Trust PLC is managed by Columbia Threadneedle
Investment Business Limited, part of Columbia Threadneedle
Investments. Columbia Threadneedle Investments is a leading
asset manager in both the UK and Europe and provides investment
management and other services to a range of investment trust
clients.
The ultimate parent company of Columbia Threadneedle
Investments is Ameriprise Financial, Inc.
From left to right:
Andrew Carnwath, Hamish Mair and Ashley-anne Hawthorn.
26 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 27
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Strategic Report – Introduction
Purpose
The purpose of the Company is to deliver long-term capital growth
and an above average level of dividend to Shareholders.
Investment Objective
The Company’s investment objective is to achieve long-term capital
growth through investment in private equity assets, whilst providing
Shareholders with a predictable and above average level of dividend
funded from a combination of the Company’s revenue and realised
capital profits.
Business Model
The Directors have a duty to promote the success of the Company.
As an investment trust with no employees, the Board believes that
the optimum basis for doing this and achieving the Company’s
investment objective is a strong working relationship with the
Company’s appointed manager, Columbia Threadneedle Investment
Business Limited (the “Manager”). Within policies set and overseen
by the Board, the Manager has been given overall responsibility for
the management of the Company’s assets, gearing and risk.
As an investment trust the Company is not subject to redemption
requests which have triggered forced asset sales at some open
ended funds and is well suited to investors seeking longer term
returns. The share capital structure provides the flexibility to take a
long-term view. Having the ability to borrow to invest is a significant
advantage over a number of other investment fund structures.
The Board remains responsible for decisions over corporate
strategy, corporate governance, risk and control assessment,
setting policies, setting limits on gearing, monitoring investment
performance and monitoring marketing performance.
At each Board meeting, the Board receives a presentation from the
Manager which includes a review of investment performance, recent
portfolio activity and a market outlook. The Board also considers
compliance with the investment policy and other investment
restrictions during the reporting period. An analysis of the portfolio
as at 31 December 2024 is presented in the Investment Manager’s
Review on pages 7 to 9 and in the Portfolio Summary on pages 11
to 12. The full portfolio listing is provided on pages 15 and 16.
The Manager
The investment management contract is with Columbia
Threadneedle Investment Business Limited (‘the Manager’) part of
Columbia Threadneedle Investments. The ultimate parent company
of Columbia Threadneedle Investments is Ameriprise Financial, Inc.
The Manager has been appointed as Alternative Investment Fund
Manager (‘AIF Manager’). Columbia Threadneedle Investments
provides investment management and other services to a range of
investment companies.
Hamish Mair is the investment manager appointed by the
Manager to the Company. He is Chairman, Head of Private Equity
at Columbia Threadneedle Investments. His biography and
those of key supporting members of the Columbia Threadneedle
Investments Private Equity team are provided on page 26.
The fee that the Manager receives for its services is based
on the value of assets under management of the Company
and its performance thus aligning its interests with those of
the Shareholders. The ancillary functions of secretarial and
marketing services are also provided by the Manager. Details of
the management and secretarial fees payable to the Manager are
provided on pages 36 and 62.
Environmental, Social and Governance (“ESG”) Impact
The Board’s ESG approach is set out on page 21. The direct
environmental impact of the Company’s activities is minimal
as the Company has no employees, premises, physical assets
or operations either as a producer or a provider of goods or
services. Its indirect impact occurs through the investments that
it makes and this is mitigated through the Manager’s Responsible
Investment Approach as explained on page 21.
Manager Evaluation
Investment performance and responsible ownership are
fundamental to delivering sustainable long-term growth in capital
for the Company’s Shareholders and therefore an important
responsibility of the Board is exercising a robust annual evaluation
of the Manager’s performance. This is an essential part of the
strong governance that is carried out by the Board, all the members
of which are independent and non-executive. The process for the
evaluation for the year under review and the basis on which the
decision to reappoint the Manager for another year is made are set
out on page 36.
Communication and Marketing with Stakeholders
The Company fosters good working relationships with its key
stakeholders; the Manager, as described above, Shareholders,
investee funds and co-investments, suppliers and service providers.
All appropriate channels are used including the internet and social
media as well as the CT Savings Plans.
The Company’s activities and performance are reported through
the publication of its financial statements but the vast majority
of Shareholders and savings plan investors prefer not to receive
such detailed information. To avoid losing this essential line of
communication, the Company sends instead a short notification
with the key highlights of its half-yearly and annual results.
“The Company’s investment objective is to achieve long-term capital growth through investment in
private equity assets, whilst providing Shareholders with a predictable and an above average level of
dividend.”
28 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 29
Strategic Report
Shareholders, savings plan investors and other stakeholders
can locate the full information on the Company’s website,
ctprivateequitytrust.com, if they so wish.
Through the Manager, the Company also ensures that savings plan
investors are encouraged to attend and vote at annual general
meetings in addition to those who hold their shares on the main
Shareholder register. Details of the proxy voting results on each
resolution are published on the website where there is also a link
to the quarterly publication of the Company’s NAV and its quarterly
factsheet.
The Manager also has in place a programme of visits designed
to foster good relations with wealth managers in promoting the
Company’s investment proposition. These visits are reported
regularly to the Board. Any contact with the Company’s institutional
Shareholders is also reported. The Chairman is available to meet
with major Shareholders.
Managing Risks and Opportunities
Like all businesses, investment opportunities do not come without
risks and uncertainties and so the performance of the Manager
is monitored at each Board meeting on a number of levels. In
addition to managing the investments, the ancillary functions of
administration, secretarial, accounting and marketing services are
all carried out by the Manager.
The Board receives reports on the investment portfolios; the wider
portfolio structure; risks; income and expense forecasts; errors;
internal control procedures; marketing; Shareholder and other
stakeholder issues, including the Company’s share price premium
or discount to NAV; and accounting and regulatory updates.
Shareholders can assess the financial performance from the Key
Performance Indicators that are set out on page 10 and, on page
33, can see what the Directors consider to be the Principal Risks
that the Company faces.
In addition to regularly monitoring the Manager’s performance,
their commitment and available resources and their systems and
controls, the Directors also review the services provided by other
principal suppliers. These include the Depositary in their duties
towards the safeguarding of the assets.
The principal policies that support our investment and business
strategy are set out on pages 29 and 30, whilst the Investment
Manager’s review of activity in the year can be found on pages
7 to 9.
28 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 29
Strategic Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Principal Policies
Investment Policy–Investment Restrictions and
Guidelines
The Company makes private equity investments by taking stakes
in private equity focused limited partnerships, direct private
equity investments, investment companies and investment trusts.
In addition to investing in newly-formed private equity funds,
the Company may also purchase secondary private equity fund
interests (that is, portfolios of investments in existing private equity
funds). Direct private equity investments will be mainly through co-
investment with the funds in which the Company is invested.
The private equity funds in which the Company invests comprise
buy-out funds, venture capital funds and mezzanine funds. Both
the funds and the direct investments are selected in order to
create an underlying portfolio which is well-diversified by geography,
sector, size of company, stage of development, transaction type and
management style.
The Company may use gearing of up to 30 per cent of its total
assets at the point of drawdown.
At the time of investment:
• No more than 15 per cent of total assets may be invested in
UK-listed investment companies;
• No more than 15 per cent of total assets may be invested in
non-UK listed investment companies;
• No more than 65 per cent of total assets may be invested in
direct private equity investments, including co-investments;
• No more than 5 per cent of total assets to be invested in any
one direct investment or co-investment; and
• No more than 10 per cent of total assets may be invested
outside the United States of America, the United Kingdom and
Continental Europe.
Dividend Policy
The Company aims to pay quarterly dividends:
• with an annual yield equivalent to not less than four per cent
of the average of the published net asset values per Ordinary
Share as at the end of each of its last four financial quarters
prior to the announcement of the relevant quarterly dividend; or
• if higher, equal (in terms of pence per share) to the highest
quarterly dividend previously paid.
The dividend can be funded from a combination of the Company’s
revenue and realised capital profits.
Taxation
The Board’s policy towards taxation is one of full commitment to
complying with applicable legislation and statutory guidelines. It is
essential that the Company always retains its investment trust tax
status by complying with Section 1158 of the Corporation Tax Act
2010 (“Section 1158”) such that it does not suffer UK Corporation
Tax on capital gains. The Company has received approval from
HMRC as an investment trust under Section 1158 and has since
continued to comply with the eligibility conditions. The Manager
also ensures that the Company submits correct taxation returns
annually to HM Revenue and Customs (“HMRC”) and settles
promptly any taxation due.
Liquidity
The Board recognises the need to address any sustained and
significant imbalance of buyers and sellers which might otherwise
lead to shares trading at a material discount or premium to NAV
per share. While it has not adopted any formal discount or premium
targets which would dictate the point at which the Company would
seek to purchase shares or issue further shares, the Board is
committed to utilising its share purchase and share issuance
authorities where appropriate in such a way as to mitigate the
effects of any such imbalance. In considering whether buyback or
issuance might be appropriate in any particular set of circumstances,
the Board will take into account: the prevailing market conditions;
the degree of NAV accretion that will result from the buyback or
issuance; the cash resources readily available to the Company;
the immediate pipeline of investment opportunities open to the
Company; and the working capital requirements of the Company.
During the year the Company bought back 1,250,000 shares to be
held in treasury. The average price at which these shares were bought
back was £4.60 per share, equivalent to a discount of 32.8%.
Board diversity
The policy towards the appointment of non-executive Directors is
based on the Board’s belief in the benefits of having a diverse range
of experience, skills, length of service and backgrounds, including
gender.
The policy is always to appoint the best person for the role and,
by way of this policy statement it is confirmed that there will be no
discrimination on the grounds of gender, ethnicity, socio-economic
background, religion, sexual orientation, age or physical ability.
The overriding aim of the policy is to ensure that the Board
is composed of the best combination of people to deliver the
objective. The policy is applied for the purpose of appointing
individuals that, together as a Board, will continue to achieve
that aim as well as ensuring optimal promotion of the Company’s
investment proposition in the marketplace.
The Board is conscious of the diversity targets set out in the FCA
Listing Rules. In accordance with Listing Rule 9.8.6R (9), (10) and
(11) the Board has provided the following information in relation
to its diversity. This information has been provided by Board
confirmation.
30 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 31
Board Gender as at 31 December 2024
(1)
Number of
Board Members
Percentage of
the Board
Senior position
on the Board
(2)
Men 3 60% 1
Women 2 40%
(3)
–
(1) The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust.
(2) Composed of the Chairman.
(3) The minimum target of the Listing Rules is 40%.
Board Ethnic Background as at 31 December 2024
(1)
Number of
Board Members
Percentage of
the Board
Senior position
on the Board
(2)
White British
or other white
(including mino-
rity-white groups)
5 100% 1
Mixed/Multiple
Ethnic Groups
–
(3)
– –
(1) The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust.
(2) Composed of the Chairman.
(3) This minimum target of the Listing Rules is 1. As noted earlier, the Board’s
policy is always to appoint the best person for the role and it is confirmed
that there will be no discrimination on the grounds of ethnicity.
Integrity and business ethics
The Company applies a strict anti-bribery and anti-corruption policy
insofar as it applies to any Directors or employee of the Manager
or of any other organisation with which it conducts business. The
Board also ensures that adequate procedures are in place and
followed in respect of third-party appointments, acceptance of gifts
and hospitality and similar matters.
Prevention of the facilitation of tax evasion
The Company is committed to compliance with the UK’s Criminal
Finances Act 2017, designed to prevent tax evasion in the
jurisdictions in which it operates. The policy is based on a risk
assessment undertaken by the Board and professional advice is
sought as and when deemed necessary.
Modern Slavery Act 2015
The Company is an investment company with no employees or
customers and does not provide goods or services in the normal
course of business. The Board has appointed the Manager to
manage the investments, engage on ESG issues and to carry out
administrative and secretarial services.
The Company's own supply chain consists predominately of
professional advisers and service providers in the financial services
industry, which is highly regulated. The Board therefore believes
that the potential for acts of modern slavery or human trafficking in
the Company’s own environment is extremely low.
30 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 31
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Promoting the Success of the Company
–Section 172 Statement
Under Section 172 of the Companies Act 2006, the Directors have
a duty to act in a way they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so, have regard, amongst other
matters, to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s Shareholders;
• the need to foster the Company’s business relationships with
suppliers, customers and others;
• the impact of the Company’s operations on the community and
environment;
• the desirability of the Company maintaining a reputation for high
standards of business conduct; and
• the need to act fairly as between members of the Company.
The Stakeholders of the Company
As explained on page 27, the Company is an externally managed
investment company and has no employees, customers or premises.
The key stakeholders are the Shareholders, the Manager, suppliers,
regulators and service providers.
The Board believes that the optimum basis for meeting its duty
to promote the success of the Company is by appointing and
managing third parties with appropriate performance records,
resources, infrastructure, experience and control environments to
deliver the services required to achieve the investment objective
and successfully operate the Company. By developing strong and
constructive working relationships with these parties, the Board
seeks to ensure high standards of business conduct are adhered to
at all times and service levels are enhanced whenever possible.
Engagement with Shareholders
The Directors value engagement with Shareholders. The Company’s
website www.ctprivateequitytrust.com is available to all Shareholders
and key decisions are announced to the London Stock Exchange
through a Regulatory News Service.
The Company holds an Annual General Meeting. Shareholders are
invited to attend, and this provides an open forum for them to discuss
issues and matters of concern with the Board and representatives of
the Manager and the Company’s advisors.
The Company holds regular investor presentations on the Investor
Meet Company Platform. Advance notice of these meetings are
provided to existing and potential investors by London Stock
Exchange announcements.
The Manager also engages with the Company’s larger Shareholders
and the outcome of these discussions are reported to the Board
at the following Board Meeting. Shareholders are invited to
communicate with the Board through the Chairman or Company
Secretary.
Manager and Service Providers
The Company’s primary working relationship is with the Manager.
The investment activities undertaken by the Manager and the
impact of decisions taken are set out in the Investment Manager’s
Review on pages 7 to 9. On pages 21 to 24 information is provided
on the Company’s approach towards responsible investment. The
Directors are supportive of the Manager’s approach, which includes
engagement with the investee companies on ESG issues. Further
information on the annual evaluation of the Manager, to ensure its
continued appointment remains in the best interests of Shareholders,
is set out on page 36.
Service providers such as, JP Morgan Chase Bank (“the Bank and
the Custodian”), JP Morgan Europe Limited (“the Depositary”),
Singer Capital Markets (“the Broker”), The Royal Bank of Scotland
International Limited (“RBSI” and "the Lender") and MUFG Corporate
Markets, formerly known as Link Asset Services, (“the Registrar”)
are also considered key stakeholders. The Board receives regular
reports from them and evaluates them to ensure expectations on
service delivery are met.
2024 – Key Board Decisions
The Company’s Stakeholders are always considered when the Board
makes decisions and key examples this year include:
Share buy-backs
The Directors sought and received the authority from Shareholders at
the 2024 AGM to issue and buyback shares. At each Board Meeting
the Directors will consider the current level and direction of the
discount that the Company’s share price trades to its net asset value.
Representatives of the Company’s broker, Singer Capital Markets, will
attend Board meetings and provide an update on the demand for the
Company’s shares. During the year ended 31 December 2024 the
Company bought back 1,250,000 of its ordinary shares to be held in
treasury. The average price at which these shares were bought back
was £4.60 per share, equivalent to a discount of 32.8%.
The discount at 31 December 2024 was 30.9% (2023: 33.4%).
From 31 December 2024 until 11 April 2025 (being the latest
practicable date prior to publication) no shares have been issued or
bought back by the Company.
Marketing
To increase demand for the Company’s shares from both existing
and new investors, the Board employed during the year the services
of a PR agency. In addition, a strategic review of messaging is being
undertaken by an external advisor. The results of this review will be
implemented in the forthcoming year.
32 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 33
Loan
To reflect the growth in the size of the Company, in February 2024,
the Company entered into a revised loan agreement with The Royal
Bank of Scotland International Limited (“RBSI”) and State Street.
The revised loan agreement increased the €25 million term loan with
RBSI to €60 million and retained the revolving credit facility with RBSI
and State Street at £95 million. The term of the agreement, which
was due to expire in June 2024, was extended to February 2027.
The Board is pleased to have secured this larger facility which allows
the Company to maintain a moderately but flexibly geared structure
with the ability to draw borrowings in multiple currencies.
Annual Report and Audited Financial Statements 2024 | 33
Governance Report
32 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 33
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Principal Risks Mitigation Actions taken in the year
Economic, macro and political
External events such as global financial/political
instability including terrorism, war, climate change,
disease including pandemics, protectionism, inflation or
deflation, economic shocks or recessions, the availability
of credit and movements in interest rates could affect
share prices and the valuation of investments.
No change in overall risk in year
Each regular meeting of the Board provides a forum
to discuss with the Managers the general economic
environment and to consider any impact upon the
investment portfolio and objectives.
The investment portfolio is diversified across end
markets and regions.
Detailed stress testing, cashflow and valuation modelling has been
undertaken by the Manager and presented to Directors at Board
meetings.
Liquidity and capital structure:
Failure by the Company to meet its outstanding
undrawn commitments could lead to financial loss for
shareholders.
Failure to replace maturing borrowings or enter
agreement for new borrowings.
Increasing activist shareholder activity in the
investment trust sector.
No change in overall risk in year
The Board receives a detailed analysis of
outstanding commitments at each meeting. A
medium-term cashflow projection is also provided.
The Company has a borrowing facility which is not
due to expire until February 2027. At 31 December
2024 the facility was composed of a €60 million
term loan and a £95 million revolving credit facility.
The Board is updated regularly of any changes to
the Company’s share register by the Manager and
the Broker.
During the year the Company entered into a revised loan
agreement with RBSI and State Street. The revised loan
agreement increased the €25 million term loan with RBSI to €60
million and retained the revolving credit facility with RBSI and
State Street at £95 million. The term of the agreement, which
was due to expire in June 2024, was extended to February 2027.
The Company has employed gearing throughout the year. As at 31
December 2024 the Company had fully deployed its €60 million
term loan and drawndown £43.9 million from the £95 million
revolving credit facility.
Regulatory
Failure by the Company to meet or adhere to regulatory/
legislative standards. Loss of investment trust status.
Regulatory or taxation changes resulting in disincentives
or market barriers limiting demand for the Company’s
shares.
No change in overall risk in year
At each Board meeting the Company’s legal counsel
provides an update on regulatory and legislative
developments.
The Company employs Columbia Threadneedle AM
(Holdings) PLC as Company Secretary.
The Company has submitted its 2023 tax computation to HMRC.
The Manager has monitored investment trust compliance.
Personnel issues
Loss of key personnel from the Columbia Threadneedle
Investments Private Equity team.
No change in overall risk in year
Regular meetings between the Board and senior
staff of the Manager.
There is a six-month notice period to the
investment management agreement.
The Board has sought and received confirmation from senior
management of the importance of maintaining stability and
continuity of the teams which presently support the Company.
Fraud and cyber risks
Theft of Company and customer assets or data,
including cyber risks.
No change in overall risk in year
The Depositary oversees custody of investments
and cash in accordance with the requirements of
the AIFMD.
The Manager has extensive internal controls in
place. The Board receives a regular report on its
effectiveness. The Board also receives an annual
internal controls report from the Registrar, and the
Depository.
The Depositary provided quarterly reports to the Board and
attended an Audit Committee meeting.
The Manager continues to strengthen and develop its Risk,
Compliance and internal control functions and to invest in IT security.
Supervision of Columbia Threadneedle Investments’ third party
service providers, including State Street and SS&C, has been
maintained by
Columbia Threadneedle Investments
and includes
assurances regarding IT security and cyber-attack prevention
.
Market
Poor investment selection and/or performance against
other assets classes and peer group. Increased share
price discount diminishes attractiveness of Company to
investors. A premium could represent a lost opportunity
to issue shares.
No change in overall risk in year
At each meeting of the Board, the Directors monitor
performance against peer group and returns from
the FTSE All-Share Index.
Market intelligence is maintained via the
Company’s broker, Singer Capital Markets and the
provision of shareholder analyses.
The Board reviewed the Company’s share price discount and its
investment performance against the peer group and the FTSE All-
Share Index at each regular meeting held during the year ended
31 December 2024.
During the year, the Company bought back 1,250,000 shares to
be held in treasury. The average discount at which these shares
were bought back was 32.8%.
ESG
Failure to respond to increasing investor focus on ESG.
Stranded assets within the investment portfolio.
No change in overall risk in year
The Columbia Threadneedle Investments Private
Equity Team undertake an annual survey of the ESG
practices of underlying portfolio fund managers.
The latest Columbia Threadneedle Investments Private Equity
team annual ESG survey has been published.
Operational
Failure of the Manager’s accounting systems or
disruption to the Manager’s or service providers’
business or business continuity failure could lead to an
inability to provide accurate reporting and monitoring
leading to a loss of Shareholder confidence.
No change in overall risk in year
The Board receives annual internal controls
reports from the Manager, Registrar and the
Depositary. The administration system employed
by the Manager is Efront. This is an industry wide
investment and accounting package used to record
transactions. Legal agreements/ engagement
letters in place with the Manager and service
providers.
The Board has received annual internal control reports from the
Manager, Depositary, Custodian and Registrar.
Principal Risks
The Board has carried out a comprehensive robust assessment of the Company’s principal and
emerging risks and has reviewed the uncertainties that could threaten the Company’s success.
Further details of this process are provided on pages 34 and 37.
Annual Report and Audited Financial Statements 2024
34 | CT Private Equity Trust PLC
The 2018 UK Corporate Governance Code requires a Board to
assess the future prospects for the Company, and report on the
assessment within the Annual Report.
The Board considered that a number of characteristics of the
Company’s business model and strategy were relevant to this
assessment:
• The Board looks to long-term performance rather than short
term opportunities.
• The Company’s investment objective, strategy and policy,
which are subject to regular Board monitoring, mean that the
Company is invested in a well-diversified portfolio of funds
and direct investments and that the level of borrowings is
restricted.
• The Company has a single class of Ordinary Shares.
• The Company’s business model and strategy is not time
limited.
Also relevant were a number of aspects of the Company’s
operational arrangements:
• The Company has title to all assets held.
• During the year the Company entered into a revised loan
agreement with RBSI and State Street. The revised loan
agreement increased the €25 million term loan with RBSI to
€60 million and retained the revolving credit facility with RBSI
and State Street at £95 million. The term of the agreement,
which was due to expire in June 2024, was extended to
February 2027.
• The Company aims to pay quarterly dividends with an annual
yield equivalent to not less than four per cent of the average
of the published net asset values per ordinary share for the
previous four financial quarters, or if higher in pence per share
the highest quarterly dividend previously paid. Dividends can
be funded from the revenue and realised capital reserves of
the Company.
• Revenue and expenditure forecasts and projected cash
requirements are reviewed by the Directors at each Board
Meeting.
Given the current volatility in stock markets and the economic
disruption arising from the war in Ukraine, events in the Middle
East and the uncertainty surrounding the imposition of US trade
tariffs, the Directors also considered detailed cashflow projections
modelling various scenarios on the future drawdowns to be paid
and distributions to be received by the Company. These projections
were adjusted to consider various plausible scenarios and took
account of possible impacts upon the future NAV of the Company
and the ability of the Company to meet its loan covenants. The
Board concluded that there was a low probability that a covenant
breach related to capacity to meet cashflow requirements would
occur. Furthermore the Board has considered the remedies
available if it appears that a covenant breach is possible. Having
considered the likelihood of the events which could cause a
covenant breach and the remedies available to the Company,
the Directors are of the view that the Company is well placed to
manage such an eventuality satisfactorily. Further details are
provided on page 37.
In addition, the Board carried out a robust assessment of the
principal risks which could threaten the Company’s objective,
strategy, future performance, liquidity and solvency. These risks,
mitigating actions in place to ensure the Company’s resilience and
the processes for monitoring risks are set out on page 33 and in
Note 17 of the accounts. These principal risks were identified as
relevant to the viability assessment.
The Board took into account the forecasted cash requirements of
the Company, the long-term nature of the investments held, the
existence of the borrowing facility and the effects of any significant
future falls in investment values on the ability to repay and
re-negotiate borrowings, maintain dividend payments and retain
investors.
These matters were assessed over a five-year period to April
2030, and the Board will continue to assess viability over five-
year rolling periods, taking account of foreseeable severe but
plausible scenarios. Note 17 to the financial statements includes
an analysis of the potential impact of movements of interest
rates and foreign exchange on net asset value. A rolling five-year
period represents the horizon over which the Directors believe they
can form a reasonable expectation of the Company’s prospects,
balancing the Company’s financial flexibility and scope with the
current uncertain outlook for longer-term economic conditions
affecting the Company and its Shareholders.
Based on their assessment, and in the context of the Company’s
business model, strategy and operational arrangements set out
above, the Board has a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities as they
fall due over the five-year period to April 2030. For this reason,
the Board also considers it appropriate to continue adopting the
going concern basis in preparing the Report and Audited Financial
Statements.
Rolling five-year viability assessment and statement
By order of the Board
Columbia Threadneedle AM (Holdings) PLC
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
14 April 2025
Emerging Risks
Emerging risks identified for the Company include the activist shareholders activity within the investment trust industry, the retention
of monies invested in the Company held in maturing Child Trust Funds and structural issues affecting the investor base for the wider
investment trust industry.
Annual Report and Audited Financial Statements 2024 | 35
Governance Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Governance Report
Report of the Directors
Statement Regarding Annual Report and Audited
Financial Statements
The Directors consider that, following advice from the Audit,
Management Engagement and Nomination Committees, the
Report
and Audited Financial Statements
, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
Shareholders to assess the Company’s position and performance,
business model and strategy. In reaching this conclusion, the
Directors have assumed that the reader of the Annual
Report and
Audited Financial Statements
would have a reasonable level of
knowledge of the investment industry in general and investment
trusts in particular.
Shareholders will be asked to approve the adoption of the Report of
the Directors, the Auditor’s Report and the Financial Statements for
the year ended 31 December 2024 (Resolution 1).
The Corporate Governance Statement forms part of the Report of
the Directors.
Results and Dividends
The Company’s financial statements have been prepared in
accordance with UK adopted international accounting standards.
During the year, interim dividends of 7.01p per Ordinary Share were
paid on 31 January 2024, 7.01p per Ordinary Share on 30 April
2024, 7.01p per Ordinary Share on 31 July 2024 and 7.01p per
Ordinary Share on 31 October 2024.
Principal Activity and Status
The Company is registered as a public limited company in terms of
the Companies Act 2006 (the ‘Act’) and is an investment company
as defined by Section 833 of the Act.
The Company has been approved as an investment trust for
accounting periods commencing on or after 1 January 2012 subject
to it continuing to meet the eligibility conditions of Section 1158
of the Corporation Tax Act 2010 and the ongoing requirements for
approved companies in Chapter 3, Part 2 of the Investment Trust
(Approved Company) (Tax) Regulations 2011 (Statutory Instrument
2011/2999).
Company Number: SC179412
Share Capital
Ordinary Shares
Dividends
The Ordinary Shares carry the right to participate in the revenue
and realised capital profits of the Company. The dividends paid
to the holders of Ordinary Shares currently depend on, inter alia,
the income return on the Company’s assets, capital structure and
gearing and, accordingly, may vary over time.
In respect of the Ordinary Shares, the Company aims to pay
quarterly dividends with an annual yield equivalent to not less
than 4 per cent of the average of the published net asset values
per Ordinary Share as at the end of each of its last four financial
quarters prior to the announcement of the relevant quarterly
dividend or, if higher, equal (in terms of pence per share) to the
highest quarterly dividend previously paid.
Capital Entitlement
On a winding up of the Company, after satisfying all liabilities,
Ordinary Shareholders would be entitled to all the remaining assets.
Voting Rights
Ordinary Shareholders are entitled to receive notice of, and, in
normal circumstances, attend and vote at, all general meetings of
the Company. Each Ordinary Share is entitled to one vote.
Buyback of shares
At the AGM held on 29 May 2024 Shareholders renewed the Board’s
authority to buyback ordinary shares up to 14.99% of the number
then in issue. Shares bought back can either be cancelled or held
in treasury to be sold. No issue of shares held in treasury would be
made which would dilute the net asset value per ordinary share of
existing Shareholders.
During the year under review 1,250,000 shares were purchased and
held in treasury. The price paid was 460.00 pence per share.
As at 31 December 2024 the total number of shares held in
treasury was 2,438,491.
From 31 December 2024 until 11 April 2025 (being the latest
practicable date prior to publication) no shares have been issued or
bought back by the Company.
Remuneration Report
The Directors’ Remuneration Report, which can be found on page
44, provides detailed information on the remuneration arrangements
for Directors of the Company, including the Directors’ Remuneration
Policy.
The policy is subject to approval by Shareholders every three years.
There have been no changes to the policy since the last approval by
Shareholders in 2023.
Remuneration is set at a level commensurate with the skills and
experience necessary for the effective stewardship of the Company
and the expected contribution of the Board as a whole in continuing
to achieve the investment objective.
It is intended that this policy will continue for the three-year period
ending at the AGM in 2026.
Shareholders will be asked to approve the Directors’ Remuneration
Report (Resolution 2).
The fees for the non-executive Directors are determined within the
limits set out in the Company’s Articles of Association. The present
limit is £350,000 per annum and may not be changed without
seeking shareholder approval at a general meeting. At the Annual
General Meeting to be held on 29 May 2025 the Board will seek
shareholder approval to increase this limit to £500,000 per annum.
The limit was last increased, with the approval of Shareholders, in
May 2020. This rise would facilitate any temporary increases in the
size of the Board that may occur in the future. These transitional
periods would allow the transfer of experience and knowledge
between Directors (Resolution 3).
Dividend Policy
Shareholders will be asked to approve the Company's dividend
policy (Resolution 4). Without this resolution, Shareholders would
not otherwise have the opportunity to vote on dividends. This
resolution therefore ensures compliance with guidance issued by
certain voting agencies given that pursuant to the dividend policy set
out on page 29 all dividends are now declared as interim dividends.
36 | CT Private Equity Trust PLC
minimum threshold of 5% of the shares held in the CT Savings
Plans being voted. A maximum limit of 10,000 shares that any one
individual investor can vote, being approximately 1% of the relevant
minimum threshold, also applies. Any individual voting directions
received in excess of the maximum limit will remain valid, but will not
form part of the proportional voting basis. Planholders have the right
to exclude their shares from the proportional voting arrangement.
Conflicts of Interest
Under the Act a Director must avoid a situation where he or she
has, or could have, a direct or indirect interest that conflicts, or
possibly may conflict, with the Company’s interests. The requirement
is very broad and could apply, for example, if a Director becomes a
director of another company or a trustee of another organisation.
The Act allows directors of public companies to authorise conflicts
and potential conflicts where appropriate and where the Articles
of Association contain a provision to this effect. The Company’s
Articles of Association give the Directors authority to approve such
situations.
The Company maintains a register of Directors’ conflicts of interest
which have been disclosed and approved by the other Directors. This
register is kept up-to-date and the Directors are required to disclose
to the Company Secretary any changes to conflicts or any potential
new conflicts.
Management and Management Fees
Columbia Threadneedle Investment Business Limited provides
investment management services to the Company and was
appointed as the Company’s AIFM on 22 July 2014. A summary of
the contract between the Company and the Manager in respect of
investment management services provided is given in note 3 to the
financial statements.
The Management Engagement Committee has reviewed the
appropriateness of the Manager’s appointment. In carrying out its
review, the Committee considered the past investment performance
of the Company and the capability and resources of the Manager to
deliver satisfactory investment performance. It also considered the
length of the notice period of the investment management contract
and the fees payable to the Manager and its peers, together with
the commitment of the Manager to the Company and its investment
trust business and the standard of other services provided, which
include administration, marketing and corporate development.
Following this review it is the Directors’ opinion that the continuing
appointment of the Manager on the terms agreed is in the interests
of Shareholders as a whole.
Independent Auditor
The auditor of a company has to be appointed at each Annual
General Meeting at which accounts are laid before Shareholders.
BDO LLP has expressed their willingness to continue in office as
Auditor.
Resolutions 10 and 11 seek Shareholder approval, respectively, for
the re-appointment of BDO LLP as the Auditor of the Company and to
authorise the Audit Committee to determine its remuneration for the
year ended 31 December 2025.
Depositary
JPMorgan Europe Limited was appointed as Depositary on
22 July 2014 in accordance with the AIFM Directive. The
Depositary’s responsibilities include, but are not limited to, cash
monitoring, segregation and safe keeping of the Company’s financial
instruments and monitoring the Company’s compliance with
investment limits and leverage requirements.
Directors and AGM
Biographical details of the Directors, all of whom are non-executive,
can be found on page 25.
Elizabeth Kennedy retired from the Board at the conclusion of the
Company’s 2024 Annual General Meeting held on 29 May 2024.
Following her retirement, Craig Armour was appointed Chairman of
the Audit Committee.
The Directors believe that the Board has an appropriate balance of
skills, experience, independence and knowledge of the Company
to enable it to provide effective strategic leadership and proper
governance of the Company. The Board confirms that, following
performance evaluations, the performance of each of the Directors
continues to be effective and demonstrates commitment to the
role. The Board therefore believes that it is in the interests of
Shareholders that those Directors seeking re-election are re-elected
and therefore recommends that Shareholders vote in favour of
Resolutions 5 to 9.
Resolution 5 concerns the re-election of Richard Gray. He has
served on the Board for 8 years and was appointed Chairman on 26
May 2022. He has broad experience across equity research, sales
and capital markets and corporate broking and finance.
Resolution 6 concerns the re-election of Craig Armour. He was
appointed to the Board on 19 December 2023 and became
Chairman of the Audit Committee on 29 May 2024. He has
extensive investment experience. His roles included investment
partner at a fund manager and the manager of an investment trust.
He is a qualified chartered accountant.
Resolution 7 concerns the re-election of Audrey Baxter. She has
served on the Board for 4 years and has extensive experience
operating a global food manufacturer.
Resolution 8 concerns the re-election of Tom Burnet. He has
served on the Board for 4 years and has broad experience of
managing technology companies. He is also the chairman of another
investment trust.
Resolution 9 concerns the re-election of Swantje Conrad. She has
served on the Board for 8 years. She has extensive experience
in corporate finance/M&A, global markets and investment
management.
No Director has any material interest in any contract to which the
Company is a party.
Substantial Interests in Share Capital
At 31 December 2024 the Company had received notification of the
following holdings of voting rights (under the FCA’s Disclosure and
Transparency Rules):
CT Savings Plans owned 23,695,213 shares or 33.1 per cent of
the issued share capital, excluding shares held in treasury, of the
Company at 31 December 2024. For non-contentious resolutions the
nominee company holding these shares will vote the shares held on
behalf of planholders who have not returned their voting directions
in proportion to the directions of those who have (“proportional
voting”). Implementation of this arrangement is subject to a
Ordinary % of Issued
Shares Shared
Held Capital*
Oxford County Council Pension Fund 4,392,827 6.1
East Riding Pension Fund 3,454,456 4.8
Transact Nominees Limited 1,139,634 1.6
* Excluding shares held in treasury.
Annual Report and Audited Financial Statements 2024 | 37
Governance Report
Governance Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Company Secretary
Scott McEllen represents Columbia Threadneedle Investments AM
(Holdings) PLC as Company Secretary and is responsible for the
Company’s statutory compliance. He joined Columbia Threadneedle
Investments in 2007.
Greenhouse Gas Emissions
All of the Company’s activities are outsourced to third parties. As
such it does not have any physical assets, property, employees or
operations of its own and does not generate any greenhouse gas or
other emissions.
The company is exempt from Streamlined Energy and Carbon
Reporting Disclosures as it has consumed less than 40,000 Kwh of
energy in the United Kingdom during the year.
Going Concern
In assessing the going concern basis of accounting the Directors
have had regard to the guidance issued by the Financial Reporting
Council. They have considered the current cash position of the
Company, the availability of the Company’s loan facility and
compliance with its banking covenants. They have also considered
year-end cash balances and forecast cash flows, especially those
relating to capital commitments and realisations.
As at 31 December 2024, the Company had outstanding undrawn
commitments of £193.0 million. Of this amount, approximately
£27.0 million is to funds where the investment period has expired
and the Manager would expect very little of this to be drawn. Of the
outstanding undrawn commitments remaining within their investment
periods, the Manager would expect that a significant amount will not
be drawn before these periods expire.
During the year the Company entered into a revised loan agreement
with RBSI and State Street. The revised loan agreement increased
the €25 million term loan with RBSI to €60 million and retained the
revolving credit facility with RBSI and State Street at £95 million.
The term of the agreement, which was due to expire in June 2024,
was extended to February 2027.
At the 31 December 2024 the Company had fully drawn the term
loan of €60 million and had drawn £43.9 million of the revolving
credit facility, leaving £51.1 million of the revolving credit facility
available.
In addition, as at 31 December 2024 the Company had a cash
balance of £16.0 million.
At present the global economy continues to suffer disruption due
to the effects of the war in Ukraine, events in the Middle East and
the uncertainty surrounding the imposition of US trade tariffs and
Directors have given serious consideration to the consequences of
this for the private equity market in general and for the cashflows
and asset values of the Company specifically over the next twelve
months. The Company has a number of loan covenants and at
present the Company’s financial situation does not suggest that any
of these covenants are close to being breached. The Directors are
mindful of the nature of the current economic situation and have
conducted stress tests to examine the possible circumstances
which would result in the Company’s covenants being breached.
Three scenarios were tested: business as usual; the experience of
the global financial crisis; and the impact of a very severe recession.
The Directors have also considered any remedial measures which
the Company could practically employ to avoid a covenant breach if
that appears likely.
It is the Directors’ opinion that the circumstances which would give
rise to a covenant breach have a low probability. The primary risk is
that there is a very substantial decrease in the asset value of the
Company in the short or medium term. Given prior experience in
the last financial crisis of 2008/2009 and allowing for the breadth
of the Company’s portfolio and the valuation methodologies of the
Company’s investment managers and their investment partners, the
Directors do not expect that the possible reduction in asset value
arising from this disruption will be of sufficient magnitude to give
rise to a covenant breach.
In addition to the possible effect of this disruption on valuations, the
Directors have also reviewed the forecast cashflows of the Company
comprising future drawdowns and distributions.
Having compared these against the Company’s current and projected
available funding sources, principally its committed borrowing
facility noted above, the Directors have confidence that there is a
low probability that a covenant breach related to capacity to meet
cashflow requirements will occur.
Furthermore, being aware of the possible risks the Directors have
considered in detail a number of remedial measures that are
open to the Company which it may take if such a covenant breach
appears possible. These include reducing commitments and
raising cash through engaging with the private equity secondaries
market. The Manager has considerable experience in the private
equity secondaries market through the activities of the Company
and through the management of other private equity funds. The
Directors have considered other actions which the Company may
take in the event that a covenant breach was imminent including
taking measures to increase the Company’s asset base through an
issuance of equity either for cash or pursuant to the acquisition of
other private equity assets. The Directors have also considered the
likelihood of the Company making alternative banking arrangements
with its current lenders or another lender.
Having considered the likelihood of the events which could cause
a covenant breach and the remedies available to the Company, the
Directors are of the view that the Company is well placed to manage
such an eventuality satisfactorily. Based on this information the
Directors believe that the Company has the ability to meet its
financial obligations as they fall due for a period of at least twelve
months from the date of approval of the financial statements.
Accordingly, the financial statements have been prepared on a going
concern basis.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances, bank debt and debtors and creditors.
Financial instruments recognised at fair value are shown in the fair
value hierarchy in note 11 to the financial statements. The financial
risk management objectives and policies arising from the Company’s
financial instruments and the exposure to risk are disclosed in
note 17 to the financial statements. Details of the Company’s bank
facility are contained in note 15 to the financial statements.
Disclosure of Information to the Auditor
The Directors confirm that, so far as each of them is aware, there
is no relevant audit information of which the Company’s auditor is
unaware and the Directors have taken all reasonable steps in order
to make themselves aware of any relevant audit information and to
establish that the Company’s auditor is aware of that information.
38 | CT Private Equity Trust PLC
Governance Report
Individual Savings Accounts
The Company’s shares are qualifying investments as defined
by HMRC’s regulations for Individual Savings Accounts. It is the
intention of the Directors that the Company will continue to conduct
its affairs to satisfy this requirement.
Annual General Meeting
The Notice of Annual General Meeting to be held on 29 May 2025 is
set out on pages 72 to 76.
Directors’ Authority to Allot Shares
The Directors are seeking to renew the authority to allot shares.
Resolution 12 in the Notice of Annual General Meeting seeks
renewal of such authority to allot Ordinary Shares up to an aggregate
nominal amount of £71,502 (being an amount equal to 10 per cent
of the total issued share capital of the Company, excluding shares
held in treasury as at the date of this report).
Under Resolution 13, which is a special resolution, the Directors
are also seeking to renew the authority to allot new Ordinary Shares
and/or sell Ordinary Shares held by the Company as treasury shares
for cash as if Section 561 of the Companies Act 2006 did not apply.
(This section requires that, when equity securities are allotted for
cash, such shares are first offered to existing equity shareholders
in proportion to their existing holdings of shares, this entitlement
being known as ‘‘pre-emption rights’’). The purpose of holding shares
in treasury is to allow the Company to re-issue those shares quickly
and cost-effectively.
Allotments of Ordinary Shares pursuant to these authorities would
enable the Directors to issue shares for cash and/or to sell equity
securities held as treasury shares to take advantage of changes in
market conditions that may arise, in order to increase the amount
of the Company’s issued share capital. The purpose of such an
increase would be to improve the liquidity of the market in the
Company’s shares and to spread the fixed costs of administering the
Company over a wider base. The Directors believe that this would
increase the investment attractions of the Company to the benefit
of existing shareholders. No issue of shares and/or sale of shares
held in treasury would be made which would dilute the net asset
value per Ordinary Share of existing shareholders.
Resolution 13, if passed, will give the Directors power to allot for
cash Ordinary Shares of the Company and to sell Ordinary Shares
out of treasury up to a maximum nominal amount of £71,502 (being
an amount representing 10 per cent of the total issued ordinary
share capital of the Company, excluding shares held in treasury as
at the date of this report) without the application of the pre-emption
rights described above. The calculation of the above figure is in
accordance with the limits laid down previously by the Pre-Emption
Group guidelines, and the Directors will not use the authority other
than in accordance with the above guidelines.
The authorities contained in resolutions 12 and 13 will continue
until the Annual General Meeting of the Company in 2026, and the
Directors envisage seeking renewal of these authorities in 2026 and
in each succeeding year, subject to such renewals again being in
accordance with the above guidelines.
Directors’ Authority to Buy Back Shares
The current authority of the Company to make market purchases
of up to 14.99 per cent of the issued Ordinary Shares, excluding
shares held in treasury expires at the end of the Annual General
Meeting and Resolution 14, as set out in the Notice of the Annual
General Meeting, seeks renewal of such authority. The renewed
authority to make market purchases will be in respect of a maximum
of 14.99 per cent of the issued Ordinary Shares, excluding shares
held in treasury as at the date of the passing of the resolution
(approximately 10.7 million Ordinary Shares). The price paid for
shares will not be less than the nominal value of 1p per Ordinary
Share nor more than the higher of (i) 3 per cent above the average
of the middle market values of those shares for the five business
days before the shares are purchased, (ii) the price of the last
independent trade on the trading venue where the purchase is
carried out; and (iii) the highest current independent bid on that
venue. This power will only be exercised if, in the opinion of the
Directors, a purchase will result in an increase in net asset value per
share of the Ordinary Shares and be in the interests of Shareholders
as a whole. Purchases would only be made for cash at a cost
which is below the prevailing net asset value per share. Any shares
purchased under this authority will be cancelled or held in treasury
for future re-issue at a premium to the prevailing net asset value per
share. The effect of any cancellation would be to reduce the number
of shares in issue. For most purposes, where held in treasury,
shares are treated as if they had been cancelled (for example they
carry no voting rights and do not rank for dividends). The purpose of
holding some shares in treasury is to allow the Company to re-issue
these share quickly and cost effectively, thus providing the Company
with greater flexibility.
Recommendation
The Board considers that the passing of the resolutions to be
proposed at the Annual General Meeting is in the interests of the
Company and its Shareholders as a whole and they unanimously
recommend that Shareholders vote in favour of those resolutions.
By order of the Board
Columbia Threadneedle AM (Holdings) PLC
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
14 April 2025
Annual Report and Audited Financial Statements 2024 | 39
Governance Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Governance Report
Corporate Governance Statement
The Company is committed to high standards of corporate
governance and accordingly adheres, in so far as they are
relevant to an investment trust the requirements of the 2018
revised Corporate Governance Code (“the Code”) of the Financial
Reporting Council (“FRC”). The Association of Investment
Companies issued its own revised Code of Corporate Governance
(“the AIC Code”) which can be found at www.theaic.co.uk. As
a matter of good practice, the Company has adopted corporate
governance arrangements which follow the general principles of
the AIC Code. Significant differences in actual practice are detailed
below.
Since all Directors are non-executive, the provisions on the role of
the chief executive and on Directors’ remuneration are not relevant
to the Company (except in so far as they apply to non-executive
Directors) and are therefore not reported on further.
In view of its non-executive nature and the requirement of the
Articles of Association that all are subject to retirement by rotation,
the Board does not consider it appropriate for the Directors to be
appointed for a specified term. The Articles of Association require
the Directors to retire by rotation at least every three years, and
the Board has agreed that in accordance with the AIC Code all
Directors will retire annually. In addition, due to its size and non-
executive nature, the Board does not consider it appropriate for a
Senior Independent Director to be appointed.
The Board consists solely of non-executive Directors. All Directors
are considered by the Board to be independent of the Manager.
New Directors receive an induction from the Manager on joining
the Board and all Directors are made aware of appropriate training
courses.
During the year the performance of the Board, committees and
individual Directors was evaluated through a discussion process
led by the Chairman. The performance of the Chairman was
evaluated by the other Directors.
Amongst other considerations, the performance evaluation
considered the balance of skills and diversity of the Board, as well
as the Board’s overall effectiveness. The Board believes it has an
appropriate balance of skills and experience, length of service and
knowledge of the Company. The Board does not consider that the
use of external consultants to conduct this evaluation is likely to
provide any meaningful advantage over the process adopted. But
the option is kept under review.
The table below sets out the number of scheduled Board and
Committee meetings held during the year ended 31 December
2024 and the number of meetings attended by each Director. In
addition further committee and board meetings can be held at
short notice to address issues arising. In accordance with the best
corporate governance practice, the Chairman is not a member of
the Audit Committee.
Individual Directors may, at the expense of the Company, seek
independent professional advice on any matter that concerns
them in the furtherance of their duties. No such advice was sought
during the year. The Company maintains appropriate Directors’ and
Officers’ liability insurance.
The basis on which the Company aims to generate value over the
longer term is set out within the Strategic Report. The Company
has no executive Directors or employees. A management
agreement between the Company and its Manager (Columbia
Threadneedle Investment Business Limited) sets out the matters
over which the Manager has authority and the limits above which
Board approval must be sought. All other matters, including
corporate strategy, investment and dividend policies, gearing,
corporate governance procedures and risk management are
reserved for the approval of the Board of Directors.
The Board receives full information on the Company’s investment
performance, assets, liabilities and other relevant information in
advance of Board meetings. The Board has direct access to the
Attendance at scheduled meetings held during year ended 31 December 2024
Management
Engagement Nomination
Board of Directors Audit Committee Committee Committee
Held Attended Held Attended Held Attended Held Attended
Richard Gray 5 5 – – 1 1 1 1
Craig Armour 5 5 2 2 1 1 1 1
Audrey Baxter 5 4 2 2 1 1 1 1
Tom Burnet 5 5 2 2 1 1 1 1
Swantje Conrad 5 5 2 2 1 1 1 1
Elizabeth Kennedy
(1)
3 3 1 1 1 1 1 1
(1)
Retired from the Board on 29 May 2024.
40 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 41
Governance Report
company secretarial advice and services provided by Columbia
Threadneedle Investments. The proceedings at all Board meetings
are fully recorded through a process that allows any Director’s
concerns to be recorded in the minutes. The Board has the power
to appoint or remove the Company Secretary.
The Manager, in the absence of explicit instructions from the
Board, is empowered to exercise discretion in the use of the
Company’s voting rights.
Throughout the year, a number of committees have been in
operation. Those committees are the Audit Committee, the
Management Engagement Committee, and the Nomination
Committee. The committees operate within clearly defined terms
of reference which are available for inspection on request at the
Company’s registered office.
Bribery Act
The Company has a zero tolerance policy towards bribery and is
committed to carrying out business fairly, honestly and openly. The
Manager also adopts a zero tolerance approach and has policies
and procedures in place to prevent bribery.
Audit Committee
The Audit Committee is chaired by Craig Armour and comprises all
of the Directors with the exception of Richard Gray, the Chairman
of the Company.
Until her retirement at the conclusion of the Company’s Annual
General Meeting held on 29 May 2024, Elizabeth Kennedy was
Chairman of the Committee.
Following her retirement, Craig Armour was appointed Chairman
of the Audit Committee. The Report of the Audit Committee is
contained on pages 41 and 42.
Management Engagement Committee
The Management Engagement Committee comprises all of the
Directors and is chaired by Richard Gray, the Chairman of the
Company. The report of the Management Engagement Committee
is included on page 46.
Nomination Committee
The Nomination Committee comprises all of the Directors and is
chaired by Richard Gray, the Chairman of the Company. The report
of the Nomination Committee is contained on page 43.
Relations with Shareholders
The Company welcomes the views of Shareholders and places
great importance on communications with them. The Manager
holds meetings with the Company’s largest Shareholders and
reports back to the Board on these meetings. The Board is also
regularly briefed on Shareholder attitudes by the Company’s
broker. The Chairman and other Directors are available to meet
Shareholders if required to discuss any significant issues that
have arisen and address Shareholder concerns and queries.
The Annual General Meeting of the Company provides a forum,
both formal and informal, for Shareholders to meet and discuss
issues with the Directors and Manager of the Company.
In accordance with the AIC Code, when votes of 20 per cent or
more have been cast against a resolution at a General Meeting the
Company will announce the actions it intends to take to consult
Shareholders to understand the reasons behind the result. A
further update will be published within six months. No such votes
were received during 2024.
By order of the Board
Columbia Threadneedle AM (Holdings) PLC
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
14 April 2025
40 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 41
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Governance Report
Report of the Audit Committee
The members of the Audit Committee who served throughout the
year ended 31 December 2024 were Craig Armour, Audrey Baxter,
Tom Burnet and Swantje Conrad. Until her retirement from the
Board on 29 May 2024, Elizabeth Kennedy was the Chairman
of the Committee. Following her retirement, Craig Armour was
appointed Chairman of the Audit Committee. In accordance with
best corporate governance practice, the Chairman of the Company,
Richard Gray is not a member of the Audit Committee. He can
attend, however as an observer.
The duties of the Audit Committee include reviewing the Annual and
Interim Financial Statements, the system of internal controls, and
the terms of appointment and remuneration of the Auditor, BDO
LLP (“BDO”), including its independence and objectivity. It is also
the forum through which BDO reports to the Board of Directors. The
Audit Committee meets at least twice yearly including at least one
meeting with BDO.
The Audit Committee met on two occasions during the year and
the attendance of each of the members is set out on page 39.
In
the course of its duties, the committee had direct access to
BDO and senior members of the Manager’s fund management and
investment trust teams. Amongst other things, the Audit Committee
considered and reviewed the following matters and reported
thereon to the Board:
• The annual results announcements, and annual and half-yearly
reports and financial statements;
• The accounting policies of the Company;
• The principal risks faced by the Company and the effectiveness
of the Company’s internal control environment;
• The effectiveness of the audit process and related non-audit
services and the independence and objectivity of BDO, their re-
appointment, remuneration and terms of engagement;
• The policy on the engagement of BDO to supply non-audit
services;
• The implications of proposed new accounting standards and
regulatory changes;
• The receipt of an internal controls report from the Manager;
and
• Whether the Annual
Report and Audited Financial Statement
is
fair, balanced and understandable.
As part of its review of the scope and results of the audit, during
the year the Audit Committee considered and approved BDO’s
plan for the audit of the financial statements for the year ended
31 December 2024. At the conclusion of the audit BDO did not
highlight any issues to the Audit Committee which would cause it to
qualify its audit report nor did it highlight any fundamental internal
control weaknesses. BDO issued an unqualified audit report which
is included on pages 48 to 54.
As part of the review of auditor independence and effectiveness,
BDO has confirmed that it is independent of the Company and has
complied with relevant auditing standards. In evaluating BDO, the
Audit Committee has taken into consideration the standing, skills
and experience of the firm and the audit team and also took note
of BDO’s audit performance through the FRC’S Audit Quality Review.
During the year ended 31 December 2024, BDO did not provide
non-audit services to the Company.
The financial year ended 31 December 2024 is the fourth year of
appointment of BDO as the Auditor of the Company.
In recognition of underlying audit rotation requirements, the
Committee currently intends that a further tender process should
be undertaken not later than 31 December 2030 to cover the
financial years ending 31 December 2031 onwards.
Internal Control
The Board is responsible for the Company’s system of internal
control and for reviewing its effectiveness. The Board has therefore
established an ongoing process designed to meet the particular
needs of the Company in managing the risks to which it is exposed.
The process is based principally on the Manager’s existing risk-
based approach to internal control whereby a register is created
that identifies the key functions carried out by the Manager and
other service providers, the individual activities undertaken within
those functions, the risks associated with each activity and the
controls employed to minimise those risks. These functions include
the financial reporting process. A residual risk rating is then
applied. The register is regularly updated and the Board is provided
with regular reports highlighting all material changes to the risk
ratings and confirming the action which has been, or is being,
taken.
A formal annual review of these procedures is carried out by the
Audit Committee and includes consideration of internal control
reports issued by the Manager and other service providers. Such
review procedures have been in place throughout the financial year
and up to the date of approval of the Annual Report, and the Board
is satisfied with their effectiveness. These procedures are designed
to manage rather than eliminate risk and, by their nature, can only
provide reasonable, but not absolute, assurance against material
misstatement or loss. At each Board meeting the Board monitors
the investment performance of the Company in comparison to its
stated objective, its peer group and a broad equity market index.
The Board also reviews the Company’s activities since the last
Board meeting to ensure that the Manager adheres to the agreed
investment policy and approved investment guidelines and, if
necessary, approves changes to such policy and guidelines. Since
its appointment in July 2014, the Depositary has provided quarterly
reports to the Board and carries out daily independent checks on
cost and investment transactions, verifies asset ownership and
has strict liability for the loss of the Company’s financial assets in
respect of which it has safekeeping duties.
The Board has reviewed the need for an internal audit function.
It has decided that the systems and procedures employed by the
Manager, including its internal audit function, provide sufficient
assurance that a sound system of internal control, which
safeguards Shareholders’ investments and the Company’s assets,
is maintained. An internal audit function specific to the Company
is therefore considered unnecessary but this decision will be kept
under review.
42 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 43
Governance Report
Title to Unlisted Investments
If the Company did not have legal title to its unlisted
investments this could have a material impact on its net asset
value per share.
Going Concern
The Directors of the Company are responsible for preparing
the
Report and Audited Financial Statements.
In preparing
these financial statements the Directors are required to
consider whether it is appropriate to adopt the going concern
basis. The Directors will consider if the Company has the
ability to meet its financial obligations as they fall due for a
period of at least twelve months from the date of this report.
Significant Issues Considered by the Audit Committee in Relation to the Financial Statements
The Board receives quarterly reports from the Depositary and on
an annual basis the Audit Committee reviews the Manager’s AAF
Report on its internal controls.
The Directors considered the current cash position of the
Company, the availability of the Company’s loan facility and
compliance with its covenants.
Given the economic disruption arising from the war in Ukraine,
recent events in the Middle East and the uncertainty surrounding
the imposition of US trade tariffs, the Audit Committee also
considered detailed cashflow projections modelling various
scenarios relating to this volatility on the future drawdowns to
be paid and distributions to be received by the Company. These
projections were adjusted to consider various plausible scenarios
and took account of possible impacts upon the future NAV of
the Company and the ability of the Company to achieve its loan
covenants. The Board concluded that there was a low probability
that a covenant breach related to capacity to meet cashflow
requirements would occur. Furthermore the Board has considered
the remedies available if it appears that a covenant breach
appears possible. Having considered the likelihood of the events
which could cause a covenant breach and the remedies available
to the Company, the Directors are of the view that the Company is
well placed to manage such an eventuality satisfactorily.
Further details are provided on page 37. The Directors were satisfied
that the adoption of the going concern basis was appropriate.
Calculation of Performance Fee
As disclosed in note
3
to the financial statements, the
Manager is entitled to both a basic and performance related
management fee. The entitlement to a performance fee is
based on a number of criteria. Errors in its calculation could
result in an overpayment or underpayment of fees to the
Manager.
The Audit Committee reviews the Manager’s entitlement to
a performance fee and also reviews the calculation of any
performance fee provisions twice a year.
Matter Action
Valuation of Unlisted Investments
The Company’s portfolio is invested predominantly in unlisted
securities. Errors in the valuation could have a material impact
on the Company’s net asset value per share.
The Company’s accounting policy for valuing its unlisted
investments is stated in note 1(e) to the financial statements.
The Audit Committee reviewed and challenged the valuation
prepared by the Manager, taking account of the latest available
information about the Company’s investments, the Manager’s
knowledge of underlying funds and current market information
where appropriate. The Audit Committee satisfied itself that the
investments were valued, where appropriate, on a consistent
basis with prior periods and in accordance with published
industry guidelines and applicable accounting standards.
Craig Armour
Chairman of Audit Committee
14 April 2025
42 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 43
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Governance Report
Report of the Nomination Committee
Succession planning
Appointments of all new Directors are made on a formal basis,
normally using professional search consultants, with the
Nomination Committee agreeing the selection criteria and the
method of recruitment, selection and appointment.
Succession plan
The Board has an agreed succession plan to refresh its
composition. As part of a plan for the orderly succession of
Directors, Elizabeth Kennedy retired from the Board at the
conclusion of the Company’s Annual General Meeting held on 29
May 2024. Following her retirement, Craig Armour was appointed
Chairman of the Audit Committee.
Diversity
Any appointments to the Board are based on merit, but in
considering appointments, the Nomination Committee also takes
into account the ongoing requirements of the Company and the
need to have a balance of skills, experience, diversity, including
gender, independence and knowledge of the Company within the
Board.
Committee evaluation
The activities of the Committee were considered as part of
the Board appraisal process completed in accordance with
standard governance arrangements as summarised on page
39. The conclusion from the process was that the Committee
was operating effectively, with the right balance of membership,
experience and skills.
Richard Gray
Chairman of Nomination Committee
14 April 2025
Role of the Committee
The Committee met on one occasion during the year. The duties
of the Nomination Committee are:
• To be responsible for reviewing and nominating
candidates for the approval of the Board to fill vacancies
on the Board of Directors.
• To consider and review the composition and balance of
the Board from time to time and, where appropriate, to
make recommendations to the Board.
• To review the re-appointment of Directors, as they fall
due for re-election, under the terms of their appointment
and the UK Corporate Governance Code, and to
make recommendations to the Board as considered
appropriate.
• To review actual or possible conflicts of interest in
respect of each Director and any authorised conflicts.
• To review annually the level of Directors’ fees and
recommend any changes to the Board.
• To consider other topics, as defined by the Board.
Composition of the Committee
The members of the Nomination Committee who served
throughout the year ended 31 December 2024 were Richard Gray,
Craig Armour, Audrey Baxter, Tom Burnet and Swantje Conrad.
Elizabeth Kennedy was a member of the Nomination Committee
until her retirement from the Board on 29 May 2024.
The Committee is chaired by the Chairman of the Company,
Richard Gray.
Due to the size and non-executive Director composition of the
Board, it is considered appropriate that all Directors are members
of the Committee.
Terms of reference of the Nomination Committee can be found on
the Company’s website at www.ctprivateequitytrust.com.
44 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 45
Independent Auditor’s Report
The Board consists solely of independent non-executive Directors.
The Company has no executive Directors or employees. The
Nomination Committee fulfils the function of a Remuneration
Committee in addition to its nomination function, and is
responsible for determining the level of Directors’ fees.
Full details of the Company’s policy with regards to Directors’
fees and fees paid during the year ended 31 December 2024, are
shown below.
Under company law, the Auditor is required to audit certain
disclosures provided. Where disclosures have been audited they
are indicated as such. The Auditor’s opinion is included in its
report on pages 48 to 54.
Nomination Committee
The Nomination Committee is chaired by the Chairman of the
Company, Richard Gray. The members of the Nomination Committee
who served throughout the year ended 31 December 2024 were
Richard Gray, Craig Armour, Audrey Baxter, Tom Burnet and Swantje
Conrad.
Elizabeth Kennedy was a member of the Nomination Committee
until her retirement from the Board on 29 May 2024.
The Board has appointed the Company Secretary, Columbia
Threadneedle AM (Holdings) PLC, to provide information in advance
of the Nomination Committee considering the level of Directors’
fees.
Directors’ Remuneration Policy
The Company’s policy is that the remuneration of non-executive
Directors should reflect the experience of the Board as a whole,
Directors’ time commitment, their responsibilities and skills and
be fair and comparable to that of other investment trusts that are
similar in size and have similar investment objectives. There were
no changes to the policy during the year.
Fees are reviewed annually. Following this review the Board
has decided that with effect from 1 January 2025, the annual
remuneration of the Chairman is increased to £67,500, the
Chairman of the Audit Committee to £52,800 and Non-Executive
Directors to £45,700.
The fees for the non-executive Directors are determined within
the limits set out in the Company’s Articles of Association. The
present limit is £350,000 per annum and may not be changed
without seeking shareholder approval at a general meeting. At the
Annual General Meeting to be held on 29 May 2025 the Board will
seek shareholder approval to increase this limit to £500,000 per
annum (Resolution 3).
The limit was last increased, with the approval of Shareholders,
in May 2020. This rise would facilitate any temporary increases
in the size of the Board that may occur in the future. These
Directors’ Remuneration Report
transitional periods would allow the transfer of experience and
knowledge between Directors.
Directors are not eligible for bonuses, pension benefits, share
options, long-term incentive schemes or other benefits. The non-
executive Directors are engaged under letters of appointment
and do not have service contracts. Each Director has a letter of
appointment setting out the terms and conditions of his or her
appointment and such letters are available for inspection at the
Company’s registered office and immediately prior to and during
the Company’s Annual General Meeting. The terms of appointment
provide that a Director shall retire and be subject to re-election
at the first Annual General Meeting after his or her appointment.
Directors are thereafter obliged to retire by rotation and, if they
wish, to offer themselves for re-election, at least every three years
after that.
In accordance with the revised AIC Code all Directors
will seek
re-election to the Board at the Annual General Meeting to be held
on 29 May 2025.
There is no notice period and no provision for compensation upon
termination of appointment.
Future Policy Table
Based on the current levels of fees, Directors’ remuneration for
the forthcoming financial year would be as follows:
(1)
Directors’ remuneration for the year ending 31 December 2024 based on
current fee levels. Directors are not eligible for any other payments.
(2)
Retired from the Board on 29 May 2024.
The Company has not received any views from its Shareholders in
respect of the levels of Directors’ remuneration.
Annual Report on Directors’ Remuneration
Directors’ Emoluments for the Year (audited)
The Directors who served during the financial year received the
following amounts for services as non-executive Directors as well
as reimbursement for expenses necessarily incurred. No other
forms of remuneration were paid during the year.
2025
(1)
2024
£ £
Richard Gray 67,500 65,100
Craig Armour 52,800 48,081
Audrey Baxter 45,700 44,100
Tom Burnet 45,700 44,100
Swantje Conrad 45,700 44,100
Elizabeth Kennedy
(2)
– 20,963
Total 257,400 266,444
44 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 45
Governance Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor's Report
Relative Importance of Spend on Pay
The table below shows the actual expenditure during the year
in relation to Directors’ remuneration, other expenses and
shareholder distributions:
Directors’ Shareholdings (audited)
The Directors who held office at the year end and their interests in
the Ordinary Shares of the Company were as follows:
Since the year end Audrey Baxter purchased 2,000 shares. There have
been no other changes in the Directors’ interests in the shares of the
Company between 31 December 2024 and 11 April 2025
.
31 December 31 December
2024 2023
Ordinary Ordinary
Shares Shares
Richard Gray (Chairman) Beneficial 30,338 21,000
Craig Armour Beneficial 20,000 12,000
Audrey Baxter Beneficial 27,500 20,000
Tom Burnet Beneficial 60,998 56,730
Swantje Conrad Beneficial 14,600 14,600
Fees for services to the Company (audited)
Fees Taxable Benefits
(1)
Total
(audited) (audited) (audited)
2024 2023 % 2024 2023 % 2024 2023 %
Director £ £ £ £ £ £ £ £ change
Craig Armour
(2)
48,081 1,496 3,114% 536 – N/A 48,617 1,496 3,150%
Audrey Baxter 44,100 42,000 5% 569 358 59% 44,669 42,358 5%
Thomas Burnet 44,100 42,000 5% 536 – N/A 44,636 42,000 6%
Swantje Conrad 44,100 42,000 5% 4,274 2,068 107% 48,374 44,068 10%
Richard Gray 65,100 62,000 5% 4,292 1,805 138% 69,392 63,805 9%
Elizabeth Kennedy
(3)
20,963 48,500 (57%) 2,274 573 297% 23,237 49,073 (53%)
David Shaw
(4)
– 16,599 (100%) – 358 (100%) – 16,957 (100%)
Total 266,444 254,595 5% 12,481 5,162 142% 278,925 259,757 7%
Company Performance
The graph below compares, for the ten financial years ended 31
December 2024, the total return (assuming all dividends are
reinvested) to Shareholders compared to the total return on the
FTSE All-Share Index. However, the Board recognises that the
FTSE All-Share Index is not directly correlated with private equity
investment.
Voting at Annual General Meeting
The remuneration policy of the Company is approved by
Shareholders tri-annually. It was last approved by Shareholders at
the Annual General Meeting held on 23 May 2023, 95.5 per cent of
votes were in favour and 4.5 per cent of votes against. It is intended
that this policy will continue until the 2026 Annual General Meeting
of the Company.
At the Company’s last Annual General Meeting, held on 29 May 2024,
Shareholders approved the Report on Directors’ Remuneration for the
year ended 31 December 2023. 94.8 per cent of votes were in favour
of the resolution and 5.2 per cent were against.
An ordinary resolution for the approval of this Directors’
Remuneration Report, Resolution 2, will be put to Shareholders at
the forthcoming Annual General Meeting.
On behalf of the Board
Richard Gray, Chairman
14 April 2025
(1)
Comprises amounts reimbursed for expenses incurred in carrying out business for the Company, which have been grossed up to include PAYE and NI contributions.
(2)
Appointed to the Board on 19 December 2023 and became Chair of the Audit Committee on 29 May 2024.
(3)
Retired from the Board on 29 May 2024.
(4)
Retired from the Board on 23 May 2023.
Share Price TotalReturn Performance Graph
50
0
100
150
200
350
300
250
400
500
450
550
10
11
12
Dec
Dec
Dec
17
Dec
16
Dec
18
Dec
19
Dec
20
Dec
15
Dec
14
Dec
13
Dec
Source: Refinitiv Eikon
Ordinary Shares
FTSE All-Share Index
FTSE All Share Total Return
Ordinary Share Price Total Return
0
50
100
150
200
250
300
350
400
Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23 Dec 24
2024 2023 Change
£ £ %
Aggregate Directors’
Remuneration 266,444 254,595 4.7%
Management and
other expenses* 6,119,000 10,568,000 (42.1%)
Dividends paid to
Shareholders 20,154,000 19,937,000 1.1%
*Includes Directors’ remuneration.
2024 2023 2022 2021
Director % % % %
Richard Gray
(1)
+5.0 +20.7 +46.7 +6.1
Craig Armour
(2)
+3,114.0 N/A N/A N/A
Audrey Baxter
(3)
+5.0 +5.0 +14.3 +84.8
Thomas Burnet
(3)
+5.0 +5.0 +14.3 +84.8
Swantje Conrad +5.0 +5.0 +14.3 +6.1
Elizabeth Kennedy
(4)
-56.8 +5.4 +9.5 +5.0
(1)
Appointed Chairman on 27 May 2022
(2)
Appointed to the Board on 19 December 2023 and became Chairman of the Audit
Committee on 29 May 2024.
(3)
Appointed to the Board on 4 June 2020.
(4)
Retired from the Board on 29 May 2024.
The table below sets out the annual percentage change in fees for
each Director who served in the year under review.
Fees annual percentage change
46 | CT Private Equity Trust PLC
Independent Auditor’s Report
Report of the Management
Engagement Committee
Duties of the Committee
The duties of the Management Engagement Committee are to
review the terms and conditions of the appointment and the
appropriateness of the continuing appointment of the Manager.
Composition of the Committee
The members of the Management Engagement Committee who
served throughout the year ended 31 December 2024 were Richard
Gray, Craig Armour, Audrey Baxter, Tom Burnet and Swantje Conrad.
Until her retirement from the Board on 29 May 2024, Elizabeth
Kennedy was a member of the Committee.
The Committee is Chaired by Richard Gray, the Chairman of the
Company, currently all members of the Board have been appointed to
the Management Engagement Committee.
The terms of reference of the Management Engagement Committee
are available on the Company’s website www.ctprivateequitytrust.
com.
The Manager’s Evaluation Process
The Committee meets annually. Its most recent meeting was held in
March 2025 which included a formal evaluation of the performance
and remuneration of the Manager. At each Board meeting
throughout the year the performance of the Company is reviewed.
The Board receives detailed papers, reports and reviews from the
Manager on performance at each regular Board meeting. These
papers include details of the portfolio, gearing and risk. These
enable the Board to assess the success or failure of the Manager’s
performance against the Key Performance Indicators determined by
the Board.
The Manager’s Re-appointment
During March 2025, the Management Engagement Committee
of the Board reviewed the appropriateness of the Manager’s
continuing appointment. In carrying out the review, consideration
was given to past investment performance and the ability of the
Manager to produce satisfactory investment performance in the
future. Consideration was also given to the standard of other
services provided which include company secretarial, accounting,
administration and marketing. The length of notice of the investment
management contract and fees payable to the Manager were also
reviewed. Following this review, it is the Board’s opinion that the
continuing appointment of the Manager on the terms agreed is in the
interests of Shareholders as a whole.
The Manager’s Fee
An important responsibility of the Committee is the review of the
Manager’s fee. Details of the investment management fee are
included in Note 3 to the
Audited Financial Statements.
At each
annual Committee meeting the Directors compare the basis of the
remuneration of the Manager against that of the peer group.
Reporting Procedures
The Company Secretary circulates the minutes of meetings of the
Management Engagement Committee to all members of the Board
at the next Board meeting following a Management Engagement
Committee Meeting.
A member of the Management Engagement Committee attends
the Annual General Meeting and is available to answer questions
on the Management Engagement Committee’s activities and
responsibilities.
Richard Gray
Chairman
14 April 2025
STRATEGIC REPORT
Annual Report and Audited Financial Statements 2024 | 47
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor's Report
Independent Auditor’s Report
Statement of Directors’ Responsibilities
Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with UK adopted
international accounting standards and applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the financial statements and have elected
to prepare the Company financial statements in accordance with
UK adopted international accounting standards. Under Company
law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss for the
Company for that period.
In preparing these financial statements, the Directors are required
to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any
material departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
• prepare a Directors’ report, a strategic report and Directors’
remuneration report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The Directors
are responsible for ensuring that the Annual
Report and Audited
Financial Statements,
taken as a whole, are fair, balanced, and
understandable and provides the information necessary for
Shareholders to assess the Company’s performance, business
model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company's website is the responsibility of
the Directors. The Directors' responsibility also extends to the
ongoing integrity of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
• The financial statements have been prepared in accordance
with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and
profit and loss of the Company.
• The Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Company, together with a description of the principal risks
and uncertainties that they face.
On behalf of the Board
Richard Gray
Chairman
14 April 2025
48 | CT Private Equity Trust PLC
Independent Auditor’s Report
Independent Auditor’s Report to the Members of CT Private Equity Trust PLC
Opinion on the financial statements
In our opinion, the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of CT Private Equity Trust plc (the ‘Company’) for the year ended 31 December 2024 which
comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows
and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been
applied in their preparation is applicable law and UK adopted international accounting standards.
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. Our audit opinion is
consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 27 May 2021 to audit the financial
statements for the year ended 31 December 2021 and subsequent financial periods. The period of total uninterrupted engagement
including retenders and reappointments is 4 years, covering the years ended 31 December 2021 to 31 December 2024. We remain
independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the 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 that standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the
going concern basis of accounting included:
• Reviewing the forecasted cash flows that support the Directors’ assessment of going concern and challenging the assumptions and
judgements made in the forecasts. We assessed the forecasts for reasonableness, and checked the precision of the prior forecast
to current year actuals as well as the arithmetic accuracy of current year forecasts. In particular we considered the available cash
resources relative to the forecasted expenditure and future commitments;
• Evaluating the appropriateness of the Directors’ method of assessing the going concern in light of worst-case assumptions and the
undrawn commitments modelling by reviewing the information used by the Directors in completing their assessment;
• Reviewing the model for timing and accuracy of projected commitments;
• Assessing the appropriateness of the Directors’ assumptions and judgements made by comparing the prior year forecasted
drawdowns to the actual drawdowns to check that the projected amounts are reasonable;
• Testing the reasonableness of the dividend proposed to be paid;
• Performing sensitivity analyses;
• Reviewing the loan agreements to confirm the loan covenants in place and obtained an independent loan confirmation to confirm
existence of the loan at year end; and
• Reviewing the quarterly loan compliance certificates submitted throughout the year for any breaches of loan covenants, ensuring the
loan covenants tested agree to those in the loan agreements and reviewing the likelihood of compliance or breach of loan covenants
for the next 12 months.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this
report.
Independent Auditor’s Report
STRATEGIC REPORT
Annual Report and Audited Financial Statements 2024 | 49
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Independent Auditor’s Report
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and ownership
of unquoted investments
(Notes 1e and 10)
We examined the portfolio of investments at a granular level to determine the risk profile
of individual investments. Our analysis included an assessment of the mechanism of the
investment, whether the investment is audited, any adjustments made by the Investment
Manager, geographies, industry and valuation framework. We then performed tailored
procedures to respond to the individual risk profiles of the investments in addition to
agreeing valuations to GP NAV statements and testing the accuracy of GP statements by
comparison to audited accounts for the coterminous period. We perform procedures on
all investments save for those comprising an immaterial group (our “sample”).
In respect of the investments valuation testing we:
• Considered the appropriateness of the overall valuation policies undertaken by
underlying GP fund managers in line with the International Private Equity and Venture
Capital Valuation (“IPEV”) Guidelines.
• Held discussions with the Investment Manager and reviewed their year-end ‘portfolio
review’ paper which was prepared for the Audit Committee. Where appropriate, we
challenged the valuation.
• Have obtained an understanding of the Company’s processes and controls surrounding
the valuation by performing walkthrough procedures to evaluate the design and
implementation of controls.
For a sample of investment additions with new GPs we tested the operating effectiveness
of controls relating to the due diligence performed over investment additions that
involve new underlying fund managers to gain comfort on the reliance of GP statements.
The due diligence covers a number of areas such as valuations, cash controls and an
understanding of key counterparties.
Standard procedures
For a sample of funds held, we:
• Compared the year-end valuations per the accounting records to the valuation
statements received from the managers of the underlying funds. Where an up-to-date
fund manager’s valuation was not available, we obtained the most recent GP statement
and agreed the cash roll forward amounts to underlying support and recalculated
the cash-adjusted valuation. A total of 9% of the portfolio by value were Q3 cash roll
forward valuations, with 91% being latest December 2024 valuations. Our detailed
sample covers 99% of the total population of investments by value.
• Considered the need for the Investment Manager to adjust the underlying valuations
for specific cases, such as carried interest. We agreed these adjustments to underlying
support.
• Considered the accuracy of the underlying GPs’ valuation process by comparing the
Net Asset Value per the most recent audited financial statements for a sample of
investments to the GP statement for the coterminous period in order to determine the
reliability of the year end GP reports. As part of this test we have reviewed the audit
reports to determine whether the audit firm signing the report was a recognised audit
firm and checked whether there were any modifications made to their audit reports.
100% of the Company's
investment portfolio
consists of unquoted
investments in private
equity funds ("funds") and
co-investments via limited
partnerships or similar
fund structures ("co-
investments").
These unquoted
investments, which
constitute Level 3
financial instruments in
line with IFRS 13 Fair
Value Measurement, are
valued in accordance with
the International Private
Equity and Venture Capital
("IPEV") Guidelines and
use inputs which are not
based on observable
market data. As a result
there is a high degree of
estimation uncertainty
and judgement involved
in the underlying General
Partner ("GP") valuations,
which is applicable to all
investments, and as such,
there is a significant risk
over the valuation of these
investments.
In addition, the Investment
Manager’s fees are based
on the value of the net
assets of the Company.
As it is possible for the
Investment Manager to
make adjustments to the
underlying valuations,
there is a potential risk
of overstatement of
investment valuations.
Overview
Key audit matters
Materiality
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal
control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material
misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the 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,
including 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 forming
our opinion thereon, and we do not provide a separate opinion on these matters.
2024 2023
Valuation of investments Yes Yes
Company financial statements as a whole
£5.04m (2023: £5.11m) based on 1% of net assets (2023: 1% of net assets).
50 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 51
Financial Report
An overview of the scope of our audit (continued)
Key audit matter continued
How the scope of our audit addressed the key audit matter
continued
• Reviewed the year end GP statements for any possible inconsistent information
pertaining to the valuations.
• Where the funds were audited as at 31 December 2024, we agreed the audited NAV
to the Company’s accounting records.
Realised investments
For a sample of realised investments during the year, we have agreed the proceeds
of the disposal to the GP statements and performed back testing by comparing the
sale price and subsequent cash receipts to the most recent valuation recorded by the
Company for the investment. Our back testing included examining the percentage gains
against the fair value uplift from the prior periods. In doing so we have challenged the
Investment Managers on the trends observed to gain comfort on the accuracy of the
historic GP valuations.
Tailored investment procedures
As noted above, we performed the following tailored procedures to respond to the risk
characteristics of the identified investments.
For the investment in Inflexion Strategic Partners (“ISP”), which is valued by the
Investment Manager, we:
• Obtained and reviewed the valuation report from the Investment Manager.
• Engaged BDO Valuations, our internal experts, to assess the reasonableness of the
valuation along with key inputs against independently obtained data.
• Challenged the Investment Manager on various aspects of the investment including
reasonableness of assumptions used and valuation methodology applied.
• Assessed evidence for inputs to the valuation models.
• Checked inputs including EV/EBITDA multiples for reasonableness against market
benchmark multiples.
• Performed sensitivities on the key assumptions used.
As part of the risk assessment procedures performed on the portfolio, investments held
in vehicles that are not audited were identified as having a different risk profile risk. In
respect of these investments our procedures included the following, where relevant:
• Obtained, reviewed and challenged Management’s narrative valuation assessment
where available.
• For investments with an independent valuation, we obtained the independent
valuation reports and where possible the audited ones in the period. We compared
these to the unaudited valuation at 31 December 2024 and challenged movements
in the valuation from these dates. We also obtained correspondence with the GP to
ensure that there have been no material changes in the valuation at the year end.
• Verified whether the investment is an underlying investee of another existing fund
investment and that fund is audited.
• Challenged management on how they are satisfied with the valuations and obtained
and reviewed their valuation memos where necessary.
• Compared the movement in the portfolio to the previous valuation and to industry
indices to determine the reasonableness of the valuation and assess whether these
are broadly in line with market movements and expectations.
• Performed a sensitivity analysis relative to the Company’s shareholding.
For those investments in our sample where the Company has invested directly we
verified that there is a General Partner (“GP”) who prepare the valuations. We then
followed standard procedures in respect of GP statement NAV testing and GP accuracy
testing as noted above.
For those investments where the ownership % might indicate significant influence, we
verified that these investments were valued across other vehicles in the portfolio and/or
these investments are audited. We then considered that the risk is mitigated in respect
of these investments and followed standard procedures in respect of GP statement NAV
testing and GP accuracy testing, as noted above.
Key observations:
Based on our procedures performed we did not identify any matters to suggest that the
valuation of investments was materially inappropriate.
For these reasons and
the materiality to the
financial statements
as a whole, they are
considered to be a key
area of our overall audit
strategy and allocation
of our resources and
hence a Key Audit
Matter.
Valuation and ownership
of unquoted investments
(Notes 1e and 10)
(continued)
50 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 51
Independent Auditor’s Report
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as
follows:
Company financial statements
2024
£m
2023
£m
Materiality 5.04 5.11
Basis for determining materiality 1% of net assets 1% of net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key measure of performance for
users of the financial statements.
Performance materiality 3.52 3.58
Basis for determining performance materiality 70% of materiality 70% of materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £250k (2023: £255k). We
also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and
Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our 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 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 this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
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.
52 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 53
Financial Report
Going concern and longer-term
viability
• The Directors' statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 37; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 34.
Other Code provisions • Directors' statement on fair, balanced and understandable set out on page 35;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 33;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 41; and
• The section describing the work of the audit committee set out on page 41.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and Directors’
report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or
the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about
internal control and risk management systems in relation to financial reporting processes and
about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA
Rules), is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information about the
Company’s corporate governance code and practices and about its administrative, management
and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the
FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance
statement has not been prepared by the Company.
52 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 53
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
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
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not
been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration report to be audited are
not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the 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 financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the 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.
Extent to which the audit was 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 material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies Act 2006, the FCA listing and DTR rules, the principles of the AIC
Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and qualification
as an Investment Trust under UK tax legislation as any non-compliance of this would lead to the Company losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying supporting documentation;
• Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations;
• Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and
regulations; and
• Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain
their Investment Trust Status.
54 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 55
Financial Report
Fraud
We assessed the susceptibility of the financial statement to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible to be management override of controls, which mainly manifests
in investment valuations.
Our procedures in respect of the above included:
• The procedures set out in the Key Audit Matters section above; and
• Applied an element of unpredictability to our procedures by testing a sample of low value items that would not otherwise be selected for
testing.
• Where relevant, testing any journals that have been posted in the preparation of the financial statements.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
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.
Peter Smith (Senior statutory auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London UK
14 April 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
54 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 55
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
Statement of Comprehensive Income
Notes
2024 2024 2024 2023 2023 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income
Gains on investments held at fair value – 25,144 25,144 – 25,226 25,226
Exchange gains – 5,055 5,055 – 863 863
Investment income 3,270 – 3,270 2,703 – 2,703
Other income 961 – 961 689 – 689
Total income 4,231 30,199 34,430 3,392 26,089 29,481
Expenditure
Investment management fee – basic fee (489) (4,404) (4,893) (474) (4,263) (4,737)
Investment management fee – performance fee – – – – (4,767) (4,767)
Other expenses (1,226) – (1,226) (1,064) – (1,064)
Total expenditure (1,715) (4,404) (6,119) (1,538) (9,030) (10,568)
Profit before finance costs and
taxation 2,516 25,795 28,311 1,854 17,059 18,913
Finance costs (864) (7,778) (8,642) (513) (4,616) (5,129)
Profit before taxation 1,652 18,017 19,669 1,341 12,443 13,784
Taxation – – – – – –
Profit for year/total comprehensive income 1,652 18,017 19,669 1,341 12,443 13,784
Return per Ordinary Share 2.30p 25.08p 27.38p 1.84p 17.08p 18.92p
For the year ended 31 December 2024
The total column of this financial statement represents the Statement of Comprehensive Income of the Company, prepared in accordance with UK
adopted international accounting standards. The supplementary revenue and capital columns are both prepared under guidance published by the
Association of Investment Companies.
All revenue and capital items in the above financial statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The accompanying notes are an integral part of the above financial statement.
10
2
2
3
3
4
5
6
8
56 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 57
Financial Report
As at 31 December 2024
2024
£’000
2023
£’000
Non-current assets
10
Investments at fair value through profit or loss 584,097 605,603
584,097 605,603
Current Assets
12
Other receivables 1,110 841
13
Cash and cash equivalents 16,000 9,879
17,110 10,720
Current liabilities
14
Other payables (3,859) (8,121)
15
Interest-bearing bank loan – (97,109)
(3,859) (105,230)
Net current assets/(liabilities) 13,251 (94,510)
Total assets less current liabilities 597,348 511,093
Non-current liabilities
15
Interest-bearing bank loan (92,519) –
Net assets 504,829 511,093
Equity
16
Called-up ordinary share capital 739 739
Share premium account 2,527 2,527
Special distributable capital reserve 3,818 9,597
Special distributable revenue reserve 31,403 31,403
Capital redemption reserve 1,335 1,335
Capital reserve 465,007 465,492
Shareholders’ funds 504,829 511,093
8
Net asset value per Ordinary Share 706.03p 702.50p
Balance Sheet
Notes
The financial statements were approved and authorised for issue by the Board of Directors on 14 April 2025, and signed on its behalf by:
Richard Gray
Chairman
The accompanying notes are an integral part of the above financial statement.
56 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 57
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
The accompanying notes are an integral part of the above financial statement.
Statement of Changes in Equity
Special Special
Share Distributable Distributable Capital
Share Premium Capital Revenue Redemption Capital Revenue
Capital Account Reserve Reserve Reserve Reserve* Reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
For the year ended 31 December 2024
Net assets at 1 January 2024 739 2,527 9,597 31,403 1,335 465,492 – 511,093
Buyback of ordinary shares – – (5,779) – – – – (5,779)
Profit for the year/total comprehensive
income – – – – – 18,017 1,652 19,669
Dividends paid – – – – – (18,502) (1,652) (20,154)
Net assets at 31 December 2024 739 2,527 3,818 31,403 1,335 465,007 – 504,829
For the year ended 31 December 2023
Net assets at 1 January 2023 739 2,527 10,026 31,403 1,335 471,645 – 517,675
Buyback of ordinary shares – – (429) – – – – (429)
Profit for the year/total comprehensive
income – – – – – 12,443 1,341 13,784
Dividends paid – – – – – (18,596) (1,341) (19,937)
Net assets at 31 December 2023 739 2,527 9,597 31,403 1,335 465,492 – 511,093
For the year ended 31 December 2024
Notes
7
7
As at 31 December 2024, the total amount of all reserves available for distribution was £321,823,000 (2023: £294,462,000).
* As at 31 December 2024, the distributable element of this reserve was £286,602,000 (2023 £253,462,000).
58 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 59
Financial Report
Statement of Cash Flows
For the year ended 31 December 2024
Notes
15
15
5
7
10
10
5
10
10
2024 2023
£’000 £’000
Operating activities
Profit before taxation 19,669 13,784
Adjustments for:
Gains on disposals of investments (58,769) (26,349)
Losses on account of fair value movement 33,625 1,123
Exchange differences (5,055) (863)
Interest Income (961) (689)
Interest Received 937 668
Finance costs 8,642 5,129
(Increase) in other receivables (266) (8)
(Decrease) in other payables (4,082) (497)
Net cash outflow from operating activities (6,260) (7,702)
Investing activities
Purchases of investments (58,712) (110,784)
Sales of investments 105,362 58,964
Net cash inflow/(outflow) from investing activities 46,650 (51,820)
Financing activities
Drawdown of bank loans 2,182 59,023
Arrangement costs of loan facility (1,468) (27)
Interest paid (8,209) (3,995)
Equity dividends paid (20,154) (19,937)
Buyback of ordinary shares (5,779) (429)
Net cash (outflow)/inflow from financing activities (33,428) 34,635
Net increase/(decrease) in cash and cash equivalents 6,962 (24,887)
Currency (losses)/gains (841) 306
Net increase/(decrease) in cash and cash equivalents 6,121 (24,581)
Opening cash and cash equivalents 9,879 34,460
Closing cash and cash equivalents 16,000 9,879
58 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 59
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
Notes to the Financial Statements
1 Accounting policies
A summary of the material accounting policies adopted is set out below.
(a) Basis of accounting
The financial statements of the Company have been prepared in accordance with the Companies Act 2006 and UK adopted
international accounting standards.
The principal accounting policies are set out below. Where presentational guidance set out in the Statement of Recommended
Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (‘SORP’) issued by the Association of
Investment Companies (‘AIC’) in November 2014 and updated in July 2022 is consistent with the requirements of UK adopted
international accounting standards, the Directors have sought to prepare the financial statements on a basis compliant with the
recommendations of the SORP.
The notes and financial statements are presented in pounds sterling (functional and presentation currency) and are rounded to the
nearest thousand except where otherwise indicated.
Going concern
After making enquiries, and bearing in mind the nature of the Company’s business and assets, the Directors consider that the
Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of
approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial
statements. Further detail is contained in the Report of the Directors on page 37.
In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting
Council. They have considered the current cash position of the Company, the availability of the Company’s loan facility and compliance
with its banking covenants. They have also considered year-end cash balances and forecast cash flows, especially those relating to
capital commitments and realisations.
As at 31 December 2024, the Company had outstanding undrawn commitments of £193.0 million. Of this amount, approximately
£27.0 million is to funds where the investment period has expired and the Manager would expect very little of this to be drawn. Of the
outstanding undrawn commitments remaining within their investment periods, the Manager would expect that a significant amount will
not be drawn before these periods expire.
During the year the Company entered into a revised loan agreement with RBSI and State Street. The revised loan agreement
increased the €25 million term loan with RBSI to €60 million and retained the revolving credit facility with RBSI and State Street at
£95 million. The term of the agreement, which was due to expire in June 2024, was extended to February 2027.
At 31 December 2024 the Company had fully drawn the term loan of €60 million and had drawn £43.9 million of the revolving credit
facility leaving £51.1 million of the revolving credit facility available.
At present the global economy continues to suffer disruption due to the effects of the war in Ukraine, recent events in the Middle
East and uncertainty surrounding the imposition of US trade tariffs and the Directors have given serious consideration to the
consequences of this for the private equity market in general and for the cashflows and asset values of the Company specifically over
the next twelve months. The Company has a number of loan covenants and at present the Company’s financial situation does not
suggest that any of these covenants are close to being breached. The Directors are mindful of the nature of the current economic
situation and have conducted stress tests to examine the possible circumstances which would result in the Company’s covenants
being breached. Three scenarios were tested: business as usual; the experience of the global financial crisis; and the impact of a very
severe recession. The Directors have also considered any remedial measures which the Company could practically employ to avoid a
covenant breach if that appears likely.
It is the Directors’ opinion that the circumstances which would give rise to a covenant breach have a low probability. The primary risk
is that there is a very substantial decrease in the asset value of the Company in the short or medium-term. Given prior experience in
the last financial crisis of 2008/2009 and allowing for the breadth of the Company’s portfolio and the valuation methodologies of the
Company’s investment managers and their investment partners, the Directors do not expect that the possible reduction in asset value
arising from the current volatility will be of sufficient magnitude to give rise to a covenant breach.
In addition to the possible effect of the current volatility on valuations, the Directors have also reviewed the forecast cashflows of the
Company comprising future drawdowns and distributions.
Having compared these against the Company’s current and projected available funding sources, principally its committed borrowing facility
noted above, the Directors have confidence that there is a low probability that a covenant breach related to capacity to meet cashflow
requirements will occur.
Furthermore, being aware of the possible risks the Directors have considered in detail a number of remedial measures that are open to
the Company which it may take if such a covenant breach appears possible. These include reducing commitments and raising cash
60 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 61
1 Accounting policies (continued)
through engaging with the private equity secondaries market. The Managers have considerable experience in the private equity
secondaries market through the activities of the Company and through the management of other private equity funds. The Directors
have considered other actions which the Company may take in the event that a covenant breach was imminent including taking
measures to increase the Company’s asset base through an issuance of equity either for cash or pursuant to the acquisition of other
private equity assets. The Directors have also considered the likelihood of the Company making alternative banking arrangements
with its current lenders or another lender.
Having considered the likelihood of the events which could cause a covenant breach and the remedies available to the Company, the
Directors are of the view that the Company is well placed to manage such an eventuality satisfactorily. Based on this information
the Directors believe that the Company has the ability to meet its financial obligations as they fall due for a period of at least twelve
months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going
concern basis.
The accounting policies adopted are consistent with those of the previous financial year.
New and revised accounting standards.
The Company adopted the following amended standards and interpretations during the year. However the Board does not expect
these to have an effect on the Company’s accounts: IAS 8 Amendments - Definition of Accounting Estimates; IAS 12 Amendments -
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction; and IFRS 17 Amendments – Insurance Contracts.
Other new standards, amendments and interpretations issued by the International Accounting Standards Board (“IASB”) but not
effective for the current financial year and not early adopted by the Company include: IAS 1 Amendments – Classification of Liabilities
as Current or Non-Current, Disclosure of Accounting Policies, Non-Current-Liabilities with Covenants; IAS 7 Amendments – Supplier
Finance Arrangements; and IAS 21 Amendments – Lack of Exchangeability.
The IASB has issued a number of other new standards, amendments and interpretations that are not yet effective for the current year
end and are not expected to be relevant or material to the Company’s operations.
(b) Income
Investment income is comprised of distributions from underlying investments. These distributions are determined when the
Company’s right to receive payment is established as detailed by the relevant distribution notice.
(c) Expenses
Expenses are accounted for on an accruals basis.
In accordance with the Board’s expected long-term split of returns in the form of capital gains and income, management fee and bank
loan interest are allocated 90 per cent to capital and 10 per cent to revenue. All other expenses are charged to revenue with the
exception of any performance fee (described in more detail in note 3) which is charged fully to capital.
Transaction costs incurred on the purchase and sale of investments are taken to the Statement of Comprehensive Income as a capital
item.
(d) Reserves
(i) Share Premium Account – the surplus of net proceeds received from the issue of new ordinary shares over the nominal value of
such shares is credited to this account. The nominal value of the shares issued is recognised in share capital.
(ii) Special Distributable Capital Reserve – the Special Distributable Capital Reserve is available for the Company to return capital to
shareholders and for the buy back of shares.
(iii) Special Distributable Revenue Reserve – the Special Distributable Revenue Reserve is available for the Company to return
revenue to shareholders by way of special dividends and for the buy back of shares.
(iv) Capital Redemption Reserve – the nominal value of the Restricted Voting Shares bought back for cancellation was added to this
reserve. This reserve is non-distributable.
(v) Capital Reserve – holding gains and losses, gains and losses on the disposal of investments and exchange adjustments to
overseas currencies are taken to the Capital Reserve together with the proportion of management fees, finance costs and
taxation allocated to capital. Dividends paid may be deducted from accumulated realised capital profits recognised within this
reserve.
(vi) Revenue Reserve – the net profit/loss arising in the revenue column of the Statement of Comprehensive Income is added to this
reserve. Dividends paid during the year may be deducted from this reserve.
(e) Investments
Investments are classified as fair value through profit or loss at initial recognition and are recognised on trade date. Investments
are measured initially and at subsequent reporting dates at fair value. For listed investments this is closing bid price. Unlisted
investments are fair valued by the Directors and determined in accordance with the International Private Equity and Venture Capital
Valuation guidelines. The guidelines are also followed in respect of the marketability discounts applied to unlisted investments. The
estimate of fair value is normally the latest valuation placed on an investment by its manager as at the Balance Sheet date. Where
formal valuations are not completed as at the Balance Sheet date, the last available valuation from the manager is adjusted for any
subsequent cash flows occurring between the valuation date and the Balance Sheet date. Investments held in foreign currencies are
translated at the rates of exchange ruling on the balance sheet date. Purchases and sales of investments are recognised at the trade
date of the transaction. Gains and losses arising from the changes in fair value are included in net profit for the year as a capital item.
60 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 61
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
1 Accounting policies (continued)
All investments for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy in note 11, described as follows, based on the lowest significant applicable input:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison from direct or indirectly observable current
market data over the entire period of the instrument’s life. Such inputs include observable current market transactions in the same
instrument or based on a valuation technique which include observable inputs from active markets.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on
assumptions that are not supported by prices from observable market transactions in the same instrument and not based on
available observable market data.
For investments that are recognised in the financial statements on a recurring basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re-assessing the categorisation (based on the lowest significant applicable input) at
the date of the event that caused the transfer.
(f) Foreign currencies
Transactions denominated in foreign currencies are recorded in sterling at actual exchange rates as at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the year-end are reported at the rates of exchange prevailing
at the year-end. Non-monetary fixed assets held at fair value through profit and loss and denominated in foreign currencies are
reported at the rates of exchange prevailing when the fair value was assessed. Any gain or loss arising from a change in exchange
rates subsequent to the date of the transaction is included as an exchange gain or loss in either the capital or revenue column of
the Statement of Comprehensive Income depending on whether the gain or loss is of a capital or revenue nature respectively.
Foreign currency transaction gains and losses on financial instruments classified as at fair value through profit or loss are included
in profit or loss in the Statement of Comprehensive Income as part of the ‘Gains on investments held at fair value’. Exchange
differences on other financial instruments are included in profit or loss in the Statement of Comprehensive Income as ‘Exchange
gains’.
Rates of exchange at 31 December 2024 2023
Euro 1.2095 1,154049
US Dollar 1.2524 1.2748
Canadian Dollar 1.801201 1.680949
Norwegian Krone 14.223942 12.946492
Swedish Krona 13.838149 12.847195
Swiss Franc 1.135 1.07295
(g) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Tax payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Investment trusts which have approval under section 1158 Corporation Tax Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity.
.
62 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 63
Financial Report
1 Accounting policies (continued)
(h) Use of judgements, estimates and assumptions
The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements,
estimates and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible
future events and other factors. The nature of the estimations means that actual outcomes could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods affected.
The area requiring the most significant judgement and estimation in the preparation of the financial statements is accounting for the
value of unquoted investments. The policy for valuation of unquoted investments is set out in note 1(e) and further information on
Board procedures is contained in the Report of the Audit Committee and note 10.
2 Income
31 December 31 December
2024 2023
£’000 £’000
Investment income 3,270 2,703
Other income
Deposit interest 961 689
4,231 3,392
3 Investment management fee
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee – basic fee 489 4,404 4,893 474 4,263 4,737
Investment management fee – performance fee – – – – 4,767 4,767
Total 489 4,404 4,893 474 9,030 9,504
The Company’s investment manager is Columbia Threadneedle Investment Business Limited (“the Manager”).
Throughout the year the Manager was entitled to a basic management fee payable quarterly in arrears, of 0.9 per cent per annum of the
relevant assets of the Company (2023: 0.9 per cent). For the purposes of the basic management fees, the ‘relevant’ assets are the net
assets plus the amount of any long-term borrowings undertaken for the purpose of investment but excluding the value of any investment in
any fund which is managed by the Manager or an associate of the Manager.
The Manager is also entitled to an annual performance fee if the internal rate of return per Ordinary Share over the relevant performance
period (based on the net asset values per Ordinary Share at the beginning and end of that period, before accruing for any performance
fee, and the dividends paid and other distributions made per Ordinary Share during that period) exceeds 8 per cent per annum (the
"performance hurdle").
The performance fee is also subject to a "high water mark" such that the aggregate of the net asset value per Ordinary Share at the end
of the relevant performance period, before accruing for any performance fee, and the dividends paid and other distributions made per
Ordinary Share since 31 December 2023 (the end of the last period in respect of which a performance fee was paid) must exceed the
audited diluted net asset value of 702.50p per Ordinary Share as at 31 December 2023 (the net asset value per Ordinary Share (fully
diluted) at the end of the last period in respect of which a performance fee was paid, after accruing for that performance fee).
If the above conditions are satisfied in respect of a performance period, the performance fee will be equal to 7.5 per cent of the
annualised increase in the net asset value per Ordinary Share (calculated using the internal rate of return per Ordinary Share) over that
period multiplied by the time-weighted average number of Ordinary Shares in issue (excluding any shares held in treasury) during that
period, provided that such performance fee will be reduced to such amount as may be necessary to ensure that (i) both the performance
hurdle and the high water mark would still be satisfied if calculated based on the net asset value per Ordinary Share at the end of that
period after accruing for the performance fee and (ii) the aggregate basic management and performance fees do not exceed 2 per cent per
annum of the Company's net asset value. The performance period is the 36 month period ending on 31 December in the year in respect
of which the performance fee may be payable.
The management agreement between the Company and the Manager may be terminated at any time by either party giving six months’
notice of termination. The management agreement can be terminated by the Company by written notice with immediate effect and no
compensation being payable, if, inter alia, the Manager ceases to be an authorised person under the Financial Services and Markets Act
2000, or becomes insolvent, is wound up, has a receiver appointed over the whole or a substantial part of its assets or is liquidated. In
62 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 63
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
3 Investment management fee (continued)
the event that the Company terminates the agreement otherwise than in accordance with the management agreement, the Manager is
entitled to receive a compensation payment. The compensation sum shall be an amount equal to 0.9 per cent of the net asset value of
the Company as calculated at the business day prior to such termination becoming effective reduced pro rata in respect of any period of
notice actually given from the date of receipt by the Manager of such notice to the effective date of termination.
During the year the Manager, also received a secretarial and administrative fee of £198,000 (2023: £187,000), which is subject to
increases in line with the Consumer Price Index.
4 Other expenses
2024 2023
£’000 £’000
Auditor’s remuneration for:
– statutory audit of the financial statements 110 75
Broker fees 47 39
Depositary fees 94 96
Directors’ fees 266 255
Legal fees 51 32
Printing and postage 37 37
Registrars fees 28 27
Secretarial and administrative fee 198 187
Stock exchange fees 46 36
Irrecoverable VAT 54 63
Other 295 217
1,226 1,064
5 Finance costs
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Interest payable on bank loans 864 7,778 8,642 513 4,616 5,129
6 Taxation on ordinary activities
(a) Analysis of charge for the year 2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
UK corporation tax – – – – – –
(b) Reconciliation of taxation for the year
The taxation charge for the year is 25.00 per cent (2023: 23.52 per cent). The table below provides a reconciliation of the respective
charges.
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit before tax 1,652 18,017 19,669 1,341 12,443 13,784
Corporation tax at standard rate of 25.00 per cent (2023: 23.52 per cent)
413 4,504 4,917 315 2,927 3,242
Effects of:
Non taxable capital gains – (7,550) (7,550) – (6,136) (6,136)
Non taxable dividend income (2) – (2) (21) – (21)
Unutilised expenses (411) 3,046 2,635 (294) 3,209 2,915
– – – – – –
On the tax basis adopted, as at 31 December 2024, there was an unrecognised deferred tax asset of £19,609,000 in respect of unutilised
losses carried forward which has not been recognised as it is unlikely to be utilised in the foreseeable future (2023: £16,572,000).
64 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 65
7 Dividends
2024 2023
£’000 £’000
Amounts recognised as distributions to shareholders in the year:
Quarterly Ordinary Share dividend of 6.62p per share for the quarter ended 30 September 2022 – 4,822
Quarterly Ordinary Share dividend of 6.79p per share for the quarter ended 31 December 2022 – 4,946
Quarterly Ordinary Share dividend of 6.95p per share for the quarter ended 31 March 2023 – 5,063
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 30 June 2023 – 5,106
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 30 September 2023 5,100 –
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 31 December 2023 5,030 –
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 31 March 2024 5,012 –
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 30 June 2024 5,012 –
20,154 19,937
Amounts relating to the year but not paid at the year end:
Quarterly Ordinary Share dividend of 7.01 per share for the quarter ended 30 September 2023 – 5,100
Quarterly Ordinary Share dividend of 7.01 per share for the quarter ended 31 December 2023 – 5,030
Quarterly Ordinary Share dividend of 7.01 per share for the quarter ended 30 September 2024 5,012 –
Quarterly Ordinary Share dividend of 7.01p per share for the quarter ended 31 December 2024* 5,012 –
10,024 10,130
* Based on 71,502,938 Ordinary Shares, excluding shares held in treasury, in issue at 11 April 2025.
Special dividends
There were no special dividends paid during the year ended 31 December 2024 and 31 December 2023.
8 Returns and net asset values
2024 2023
The returns and net asset values per share are based
on the following figures:
Revenue return £1,652,000 £1,341,000
Capital return £18,017,000 £12,443,000
Net assets attributable to shareholders £504,829,000 £511,093,000
Number of shares in issue at end of year 71,502,938 72,752,938
Weighted average number of shares in issue during year 71,845,834 72,838,637
2024 2023
Revenue Capital Total Revenue Capital Total
Return per Ordinary Share 2.30p 25.08p 27.38p 1.84p 17.08p 18.92p
2024 2023
Net asset value per Ordinary Share 706.03p 702.50p
Returns per share are calculated on the weighted average number of shares in issue during the year. Net asset values per share are
calculated on the number of shares in issue at the year end. During the year ended 31 December 2024, the Company issued nil Ordinary
Shares (31 December 2023: nil). During the year ended 31 December 2024, the Company bought back 1,250,000 of its ordinary shares
at an average price of 460 pence per share to be held in treasury (31 December 2023: 92,000).
9 Movement in Net Asset Value
Year ended 31 December 2024 Year ended 31 December 2023
£’000 £’000
Net assets at beginning of year 511,093 517,675
Investment gains 25,144 25,226
Exchange gains 5,055 863
Income 4,231 3,392
Expenses and finance costs (14,761) (15,697)
Dividends paid (20,154) (19,937)
Share buybacks (5,779) (429)
Net assets at end of year 504,829 511,093
64 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 65
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
10 Investments
2024 2023
Listed Unlisted Total Listed Unlisted Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost at beginning of year – 393,573 393,573 – 315,404 315,404
Movements during the year:
Purchases – 58,712 58,712 – 110,784 110,784
Transfers – – – – – –
Sales – (105,362) (105,362) (6,822) (52,142) (58,964)
Realised gains – 58,769 58,769 6,822 19,527 26,349
Cost at end of the year – 405,692 405,692 – 393,573 393,573
Holding gains – 178,405 178,405 – 212,030 212,030
Valuation at end of year – 584,097 584,097 – 605,603 605,603
2024 2023
£’000 £’000
Realised gains on investments sold 58,769 26,349
Decrease in holding gains (33,625) (1,123)
Gains on investments 25,144 25,226
Unlisted investments are valued in accordance with the policies set out in note 1(e). It is in the nature of Private Equity and similar
unquoted investments that they may be loss making, with no certainty of survival, and that they may prove difficult to realise. The concept
of “fair value” as applied to such investments is not precise and their ultimate realisation may be at a value materially different from that
reflected in the accounts. Further details on the valuation process in respect of Private Equity investments can be found in note 11.
No transaction costs were incurred outwith commitment (2023: £nil).
11 Fair value of assets and liabilities
Fair value hierarchy
The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value
hierarchy:
2024 2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets
Investments – – 584,097 584,097 – – 605,603 605,603
There were no transfers between levels in the fair value hierarchy in the year ended 31 December 2024. There were no transfers between
levels in the fair value hierarchy in the year ended 31 December 2023.
Valuation techniques and processes
Listed equity investments
Quoted non-current investments held are valued at bid prices which equate to their fair values. When fair values of publicly traded equities
are based on quoted market prices in an active market without any adjustments, the investments are included within Level 1 of the hierarchy.
Unlisted equity investments
The Company invests primarily in private equity funds and co-investments via limited partnerships or similar fund structures. Such vehicles
are mostly unquoted and in turn invest in unquoted securities. The fair value of a holding is based on the Company’s share of the total net
asset value of the fund or share of the valuation of the co-investment calculated by the lead private equity manager on a quarterly basis.
The lead private equity manager derives the net asset value of a fund from the fair value of underlying investments. The fair value of these
underlying investments and the Company’s co-investments is calculated using methodology which is consistent with the International
Private Equity and Venture Capital Valuation Guidelines (“IPEV”). In accordance with IPEV these investments are generally valued using
an appropriate multiple of maintainable earnings, which has been derived from comparable multiples of quoted companies or recent
transactions. The CT Private Equity team has access to most of the underlying valuations used by the lead private equity managers
including multiples and any adjustments.
Columbia Threadneedle Investments Private Equity (“CTIPE”) generally values the Company’s holdings in line with the lead managers but
may make adjustments where they do not believe the underlying managers’ valuations represent fair value. No such adjustments were
made during the year.
The investment in Inflexion Strategic Partners is valued by CTIPE in accordance with IPEV Guidelines. The primary methodology used is a
multiple of earnings, with the multiple used derived from analysis of listed companies and, when they have occurred, recent comparable
private transactions. The valuation also takes account of the structure of the investment and the value of net assets held within the
vehicle.
66 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 67
Financial Report
11 Fair value of assets and liabilities (continued)
On a quarterly basis, the CT Private Equity team present the valuations to the Board. This includes a discussion of the major assumptions
used in the valuations, which focuses on significant investments and significant changes in the fair value of investments. If considered
appropriate, the Board will approve the valuations.
Interest-bearing bank loans
The interest-bearing bank loans are recognised in the Balance Sheet at amortised cost in accordance with international accounting
standards. The fair value of the term loan, on a marked to market basis was £49,886,000 at 31 December 2024 (2023: £21,686,000).
The fair value is derived from directly observable market data and is calculated using a discounted cash flow technique based on relevant
current interest rates. The fair value of the multi-currency revolving credit facility is not materially different to the carrying value at 31
December 2024.
Significant unobservable inputs for Level 3 valuations
The Company’s unlisted investments are all classified as Level 3 investments. The fair values of the unlisted investments have been
determined principally by reference to earnings multiples, with adjustments made as appropriate to reflect matters such as the sizes of
the holdings and liquidity. The weighted average earnings multiple for the underlying portfolio as at 31 December 2024 was 11.3 times
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) (2023: 11.0 times EBITDA).
The significant unobservable input used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a
quantitative sensitivity analysis are shown below:
Sensitivity Effect on fair value
Input used* £’000
31 December 2024
Weighted average earnings multiple 1x 73,084
31 December 2023
Weighted average earnings multiple 1x 76,444
*The sensitivity analysis refers to an amount added or deducted from the input and the effect this has on the fair value of the Company’s direct and indirect unlisted investments.
For Inflexion Strategic Partners the effect on fair value of 1x its earnings multiple is £661,000 as at 31 December 2024 (31 December
2023: £377,000).
The fair value of the Company’s unlisted investments is sensitive to changes in the assumed earnings multiples. The managers of the
underlying funds assume an earnings multiple for each holding. An increase in the weighted average earnings multiple would lead to an
increase in the fair value of the investment portfolio and a decrease in this multiple would lead to a decrease in the fair value.
Level 3 reconciliation
The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between
the beginning and the end of the year:
2024 2023
£’000 £’000
Balance at beginning of year 605,603 523,080
Purchases 58,712 110,784
Transfers – –
Sales (105,362) (52,142)
Gains on disposal 58,769 19,527
Holding (losses)/gains (33,625) 4,354
Balance at end of year 584,097 605,603
The fair value of all other financial assets and liabilities is represented by their carrying value in the Balance Sheet.
12 Other receivables
2024 2023
£’000 £’000
Other debtors 1,110 841
1,110 841
66 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 67
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
13 Cash and cash equivalents
2024 2023
£’000 £’000
Cash at banks and on hand 3,330 3,719
Short-term deposits 12,670 6,160
16,000 9,879
14 Current liabilities
Other payables
2024 2023
£’000 £’000
Interest accrued 8 4
Due to Manager 1,247 5,976
Accrued expenses 315 276
Trade Creditors 2,289 1,865
3,859 8,121
15 Interest-bearing bank loans
On 19 June 2019, the Company entered into a five year €25 million term and £75 million multi-currency revolving credit facility agreement
("RCF") with The Royal Bank of Scotland International Limited.
During 2021, the Company worked with RBSI to increase the size of the revolving credit facility by £20 million to £95 million. This was
achieved through the introduction of State Street as another lender alongside RBSI. There were no changes to rates or covenants.
During February 2024, the Company entered into a revised loan agreement with RBSI and State Street. The revised loan agreement
increased the €25 million term loan with RBSI to €60 million and retained the revolving credit facility with RBSI and State Street at £95
million. The term of the agreement, which was due to expire in June 2024, was extended to February 2027.
At 31 December 2024, €60 million term loan was drawn down (31 December 2023: €25 million). £43.9 million of the RCF was drawn
down at 31 December 2024 (31 December 2023: £75.6 million). The amount of undrawn RCF at 31 December 2024 which is available
for future operating activities and settling capital commitments is £51.1 million.
Interest rate margins on the amount drawn down are variable and are dependent upon commercial terms agreed with the bank.
Commitment commissions are payable on undrawn amounts at commercial rates.
Interest payable on bank loans is shown in note 5 and loan interest accrued in note 14.
Under the covenants which relate to the revised facility, the Company is required to ensure that at all times:
• the total borrowings of the Company do not exceed 32.5 per cent of the adjusted portfolio value;
• the number of Investments shall not be less than 40;
• outstanding uncalled commitments expressed as a percentage of net asset value do not exceed 60 per cent;
• net outflows over the next three, six or nine month periods following a covenant test date do not exceed the available funds; and
• the net asset value is not less than £180 million.
The Company met all its covenant conditions during the year.
2024 2023
£’000 £’000
Amounts payable after more than one year:
€60 million term loan 48,575 –
Multi-currency revolving credit facility 43,944 –
Amounts payable in less than one year:
€25 million term loan – 21,506
Multi-currency revolving credit facility – 75,603
Total interest-bearing bank loans 92,519 97,109
31 December 2024 31 December 2023
Analysis of movement in interest-bearing loans £’000 £’000
Opening balance 97,109 38,320
Loans drawn in the year 50,005 75,820
Loan repaid in the year (47,823) (16,797)
Arrangement costs from issue of new loan facility agreement (1,468) (27)
Amortisation of set up costs 593 349
Non-cash foreign currency movements (5,897) (556)
Closing balance 92,519 97,109
68 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 69
Financial Report
16 Share capital
2024 2023
Ordinary shares of 1p each
Total Issued Held in Treasury Total Outstanding Total Issued
£’000 Number £’000 Number £’000 Number £’000 Number
Balance at 1 January 739 73,941,429 12 1,188,491 727 72,752,938 739 73,941,429
Ordinary shares brought back and
held in treasury – – 12 1,250,000 (12) (1,250,000) – –
Balance at 31 December 739 73,941,429 24 2,438,491 715 71,502,938 739 73,941,429
During the year ended 31 December 2024, the Company issued nil Ordinary Shares (2023: nil). During the year ended 31 December
2024, the Company bought back 1,250,000 of its ordinary shares at an average price of 460 pence per share to be held in treasury (31
December 2023: 92,000).
From 31 December 2024 until 11 April 2025 (being the latest practicable date prior to publication) no shares have been issued or bought
back by the Company.
Capital management
The Company’s capital is represented by its issued share capital, share premium account, special distributable capital reserve, special
distributable revenue reserve, capital redemption reserve, capital reserve and revenue reserve.
The capital of the Company is managed in accordance with its investment policy, in pursuit of its investment objective, both of which are
detailed on pages 27 and 29.
17 Financial instruments
The Company’s financial instruments comprise equity investments, cash balances, a bank loan and liquid resources including debtors and
creditors. As an investment trust, the Company holds a portfolio of financial assets in pursuit of its investment objective. From time to
time the Company may make use of borrowings to fund outstanding commitments and achieve improved performance in rising markets.
The downside risk of borrowings may be reduced by raising the level of cash balances held.
The sensitivity calculations given in this note are based on positions at the respective balance sheet dates and are not representative of
the year as a whole.
The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in
which it invests. The most important types of financial risk to which the Company is exposed are market price risk, interest rate risk,
liquidity and funding risk, credit risk and foreign currency risk.
Market price risk
The Company’s strategy for the management of market price risk is driven by the Company’s investment policy as outlined on page 29. The
management of market price risk is part of the investment management process and is typical of private equity investment. The portfolio
is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of
maximising overall returns to Shareholders. Further information on the investment portfolio is set out on pages 11 to 16. Investments
in unquoted stocks, by their nature, involve a higher degree of risk than investments in the listed market. Some of that risk can be, and
is, mitigated by diversifying the portfolio across geographies, business sectors and asset classes, and by having a variety of underlying
private equity managers. New private equity managers are only chosen following a rigorous due diligence process. The Company’s overall
market positions are monitored by the Board on a quarterly basis. The effect on the portfolio of a 20% increase or decrease in the
portfolio as at the year-end would have resulted in an increase or decrease of £116,819,000.
Interest rate risk
Some of the Company’s financial assets are interest bearing and, as a result, the Company is subject to exposure to fair value interest
rate risk due to fluctuations in the prevailing levels of market interest rates.
When the Company retains cash balances the majority of the cash is held in deposit accounts. The benchmark rate which determines the
interest payments received on cash balances is the bank base rate for the relevant currency.
68 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 69
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Financial Report
17 Financial instruments (continued)
The Company held the following floating rate instruments at the year-end:
2024 2024 2023 2023
weighted weighted average weighted weighted average
2024 average for which rate is 2023 average for which rate is
£’000 interest rate fixed (years) £’000 interest rate fixed (years)
Cash and cash equivalents 16,000 3.77% – 9,879 4.45% –
Multi-currency revolving credit facility (43,944) 6.34% – (75,603) 6.70% 0.1
Term loan (48,575) 5.99% 0.2 (21,506) 6.42% 0.2
An increase of 100 basis points in interest rates as at 31 December 2024 would have increased loan interest payable, increased interest
income receivable and decreased the total profit for the year by £775,512 (2023: increased loan interest payable, increased interest income
receivable and decreased the total profit by £873,870). A decrease of 100 basis points would have had an equal but opposite effect.
Liquidity and funding risk
The Company’s financial instruments include investments in unlisted equity investments which are not traded in an organised public
market and which generally may be illiquid. As a result, the Company may not be able to liquidate quickly some of its investments in these
instruments at an amount close to their fair value in order to meet its liquidity requirements, including the need to meet outstanding
undrawn commitments or to respond to specific events such as a deterioration in the creditworthiness of any particular issuer.
Capital commitments in respect of outstanding calls on investments at 31 December 2024 amounted to £193,012,000 (2023:
£209,308,000). Of these outstanding commitments, at least £27.0 million (2023: £26.4 million) is to funds where the investment period
has ended and the Manager would expect very little of this to be drawn. The outstanding undrawn commitments remaining within their
investment periods are regularly monitored by the Manager using a cashflow model and will be funded using cash, the revolving credit
facility and realised capital gains from more mature funds which are distributing cash back to the Company.
The Company’s liquidity risk is managed on an ongoing basis by the Manager in accordance with policies and procedures in place as
described on page 29. The Company’s overall liquidity risks are currently monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash to pay accounts payable and accrued expenses.
Contractual maturity analysis for financial liabilities
As at 31 December 2024 Between Between
one and three and Between one
One month three months twelve months and five years Total
£’000 £’000 £’000 £’000 £’000
Liabilities
Other creditors 2,381 1,478 – – 3,859
Multi-currency revolving credit facility – – – 43,944 43,944
Term bank loan – – 2,336 52,809 55,145
Total liabilities 2,381 1,478 2,336 96,753 102,948
As at 31 December 2023 Between Between
one and three and Between one
One month three months twelve months and five years Total
£’000 £’000 £’000 £’000 £’000
Liabilities
Other creditors 1,694 1,660 4,767 – 8,121
Multi-currency revolving credit facility 47,658 27,945 – – 75,603
Term bank loan – – 22,015 – 22,015
Total liabilities 49,352 29,605 26,782 – 105,739
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered
into with the Company. The Manager has in place a monitoring procedure in respect of counterparty risk which is reviewed on an ongoing
basis. The carrying amounts of financial assets best represents the maximum credit risk exposure at the balance sheet date, hence no
separate disclosure is required.
70 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 71
Annual General Meeting
17 Financial instruments (continued)
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2024 2023
£’000 £’000
Cash and cash equivalents 16,000 9,879
Interest and other receivables 1,110 841
17,110 10,720
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is
considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Manager monitors
the quality of service provided by the brokers used to further mitigate this risk.
The Company has an ongoing contract with the Custodian for the provision of custody services. Details of securities held in custody on
behalf of the Company are received and reconciled monthly. The Depositary has regulatory responsibilities relating to segregation and
safekeeping of the Company’s financial assets, amongst other duties, as set out in the Report of the Directors. The Board has direct
access to the Depositary and receives regular reports from it.
To the extent that the Manager carries out management and administrative duties (or causes similar duties to be carried out by third
parties) on the Company’s behalf, the Company is exposed to counterparty risk. The Board assesses this risk continuously through regular
meetings with the management of Columbia Threadneedle investments (including the Fund Manager). In reaching its conclusions, the
Board also reviews Columbia Threadneedle Investments' annual Audit and Assurance Faculty Report.
The Company’s cash balances are held by a number of counterparties with a credit rating above BBB+. Bankruptcy or insolvency of these
counterparties may cause the Company’s rights with respect to the cash balances to be delayed or limited. The Manager monitors the
credit quality of the relevant counterparties and should the credit quality or the financial position of these counterparties deteriorate
significantly the Manager would move the cash holdings to another bank.
Foreign currency risk
The Company invests in overseas securities and holds foreign currency cash balances which give rise to currency risks. It is not the
Company’s policy to hedge this risk on a continuing basis but it may do so from time to time. The Company has a multi-currency revolving
credit facility which allows it to be drawndown in multiple currencies. There were no currency forwards open at the year end.
Foreign currency exposure at the year end is:
2024 2024 2024 2023 2023 2023
Investments Cash Borrowings Investments Cash Borrowings
£’000 £’000 £’000 £’000 £’000 £’000
US Dollar 107,896 357 – 102,208 81 –
Euro 193,232 846 (93,551) 209,453 2,842 (97,266)
Norwegian Krone – – – – – –
Swedish Krona 7,038 – – 11,412 – –
Canadian Dollar 13,160 – – 10,189 – –
Total 321,326 1,203 (93,551) 333,262 2,923 (97,266)
To highlight the sensitivity to currency movements, if the value of sterling had weakened against each of the currencies in the portfolio by
5 per cent at 31 December 2024, the capital gain would have increased for the year by £12.1 million (2023: increased £12.6 million). If
the value of sterling had strengthened against each of the currencies in the portfolio by 5 per cent, the capital gain would have decreased
for the year by £10.9 million (2023: decreased £11.4 million). The calculations are based on the portfolio valuation and cash and loan
balances as at the respective balance sheet dates and are not representative of the year as a whole.
18 Related Parties and Transactions with the Manager
The Directors are considered to be related parties. There are no transactions with the Directors other than aggregated remuneration for
services as Directors and Directors‘ shareholding as disclosed in the Directors’ Remuneration Report on pages 44 and 45 and set out in
note 4 to the audited financial statements. There are no outstanding balances with the Directors at year end.
The amounts paid and due to the Manager, together with the details of the Investment Management Agreement, are disclosed in note 3
and note 14. The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and
operating policies and therefore, under the AIC SORP, the Manager is not considered to be a related party.
19 Post Balance Sheet Event
Since 31 December 2024, there are no Post Balance Sheet events which would require adjustment or disclosure in the financial statements.
70 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 71
Annual General Meeting
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
AIFM Disclosures
Alternative Investment Fund Managers (‘AIFM’) Directive
In accordance with the AIFM Directive, information in relation to the Company’s leverage and the remuneration of the Company’s AIFM,
Columbia Threadneedle Investment Business Limited, is required to be made available to investors.
The Company’s maximum and average actual leverage levels at 31 December 2024 are shown below:
Gross Commitment
Leverage exposure method method
Maximum limit 200% 200%
Actual 115% 118%
For the purposes of the AIFM Directive, leverage is any method which increases the Company’s exposure, including the borrowing of cash
and the use of derivatives. It is expressed as a percentage of Company’s exposure to its net asset value and is calculated on both a gross
and commitment method.
Under the gross method, exposure represents the sum of the Company’s positions after deduction of cash balances, without taking
account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash
balances and after certain hedging and netting positions are offset against each other.
The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in the
Company’s Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation to
borrowings.
Detailed regulatory disclosures including those on the AIFM’s remuneration policy and costs are available on the Company’s website or
from Columbia Threadneedle Investments on request.
An Investor Disclosure Document for the Company is available on the Company’s website ctprivateequitytrust.com.
72 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 73
Annual General Meeting
Notice of Annual General Meeting
Notice is hereby given that the twenty-sixth Annual General Meeting of CT Private Equity Trust PLC (in this notice, the “Company”) will be
held on 29 May 2025 commencing at 13.00 at Cannon Place, 78 Cannon Street, London EC4N 6AG to transact the following business:
Ordinary Business
To consider and, if thought fit, pass the following as ordinary resolutions:
1. That the Report of the Directors, the Auditor’s Report and the financial statements for the year ended 31 December 2024 be received
and adopted.
2. That the Directors’ Remuneration Report set out on pages 44 to 45 of the 2024 Annual Report be approved.
3. To approve the increase of the aggregate limit on Directors’ remuneration from £350,000 to £500,000.
4. To approve the Company’s dividend policy as set out on page 29 of the 2024 Annual Report.
5. That Richard Gray, who retires annually, be re-elected as a Director.
6. That Craig Armour, who retires annually, be re-elected as a Director.
7. That Audrey Baxter, who retires annually, be re-elected as a Director.
8. That Tom Burnet, who retires annually, be re-elected as a Director.
9. That Swantje Conrad, who retires annually, be re-elected as a Director.
10. That BDO LLP be re-appointed as auditor.
11. That the Directors be authorised to determine the remuneration of the auditor.
Special Business
To consider and, if thought fit, pass the following resolutions, of which resolution 12 will be passed as an ordinary resolution and
resolutions 13 and 14 will be passed as special resolutions.
12. That, in accordance with Section 551 of the Companies Act 2006 (the “Act”), the Directors be and they are hereby generally and
unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in
the Company (“Rights”) up to an aggregate nominal amount of £71,502 (being an amount equal to 10 per cent of the total issued
ordinary share capital of the Company (excluding shares held in treasury) as at 11 April 2025, being the latest practicable date
before the publication of this notice). Unless previously varied, revoked or renewed, this authority shall expire at the conclusion of
the Annual General Meeting of the Company in 2025, save that the Company may, before the expiry of any authority contained in this
resolution, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry
and the Directors may allot shares or grant Rights in pursuance of such offer or agreement as if the authority conferred hereby had
not expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with Section 551 of
the Act.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this
document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from
your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and
Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your shares in CT Private Equity Trust PLC, please forward this document and the
accompanying form of proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was, or is being, effected, for delivery to the purchaser or transferee.
72 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 73
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Annual General Meeting
13. That the Directors be empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of that Act)
for cash pursuant to the general authority conferred on them by resolution 12 and/or to sell equity securities held as treasury shares
for cash pursuant to section 727 of the Act, in each case as if section 561 of that Act did not apply to any such allotment or sale,
provided that this power shall be limited to:
a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive
offer or issue, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares (other than the Company)
on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of Ordinary
Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of
any regulatory body or stock exchange or any other matter whatsoever; and
b) any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having an aggregate
nominal value not exceeding the sum of £71,502 (being an amount equal to 10 per cent of the total issued ordinary share
capital of the Company, excluding shares held in treasury, as at 11 April 2025, being the latest practicable date before the
publication of this notice).
This authority shall expire, unless previously varied, revoked or renewed by the Company in general meeting at the conclusion of the
Annual General Meeting of the Company in 2025, except that the Company may before such expiry make any offer or agreement
which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry
and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or
agreement as if the power conferred by this resolution had not expired.
14. That the Company be and it is hereby authorised in accordance with Section 701 of the Act to make market purchases (within the
meaning of Section 693(4) of the Act) of Ordinary Shares in the capital of the Company provided that:
(i) the maximum number of Ordinary Shares authorised to be purchased shall be 10,718,290 (being 14.99 per cent of the number
of the Ordinary Shares in issue, excluding shares held in treasury as at 11 April 2025, being the latest practicable date before
the publication of this notice);
(ii) the minimum price which may be paid for an Ordinary Share shall be 1p;
(iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than the higher of:
(a) 5 per cent above the average of the middle market quotations of Ordinary Shares as derived from the Daily Official List for
the five business days immediately preceding the date of purchase;
(b) the price of the last independent trade on the trading venue where the purchase is carried out; and
(c) the highest current independent purchase bid on that venue; and
(iv) unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the Annual General
Meeting of the Company in 2025, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary
Shares under such authority which will or might be executed wholly or partly after the expiration of such authority and may make
a purchase of Ordinary Shares pursuant to any such contract.
By order of the Board
Columbia Threadneedle AM (Holdings) PLC, Secretary
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
14 April 2025
74 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 75
Notes
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
1. Website Giving Information Regarding the AGM
Information regarding the AGM, including the information required by Section 311A of the Act, is available from ctprivateequitytrust.com.
2. Entitlement to Vote
2.1 Notice is given only to Ordinary Shareholders registered in the Company’s register of members at close of business on 27 May 2025 (or,
if the AGM is adjourned, at close of business on the day two business days prior to the adjourned meeting) in respect of the number of
Ordinary Shares registered in their name at that time. Changes to entries on the register of members after close of business on 27 May
2025 (or, if the AGM is adjourned, at close of business on the day two business days prior to the date of the adjourned meeting) shall be
disregarded in determining the rights of any person to vote at the AGM.
If you have sold or otherwise transferred all your shares in the Company please forward this document, together with the Form of Proxy
enclosed at once to the purchaser or transferee, or to the stockbroker, bank, or other agent, through whom the sale of transfer was
effected, from transmission to the purchaser or transferee. If you have sold or otherwise transferred only a part of your holding of shares,
you should retain these documents.
2.2 An Ordinary Shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy
may only be appointed using the procedures set out below.
An Ordinary Shareholder may instruct their proxy to abstain from voting on a particular resolution to be considered at the AGM by marking
the “Vote Withheld” option in relation to that particular resolution when appointing their proxy. It should be noted that an abstention is not
a vote in law and will not be counted in the calculation of the proportion of votes “For” or “Against” that particular resolution.
2.3 An Ordinary Shareholder who wishes to change their proxy instruction must submit a new appointment of proxy in accordance with notes
3-5 (as appropriate) below. If an Ordinary Shareholder requires another hard-copy Form of Proxy to enable them to change their proxy
instruction, they should contact the Registrar via email at shareholdingenquries@cm.mpms.mufg.com or on the telephone number 0371
664 0300. Overseas shareholders should call +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30,
Monday to Friday excluding public holidays in England and Wales.
2.4 In order to revoke a proxy instruction, an Ordinary Shareholder must inform the Company by sending a hard-copy notice clearly stating their
revocation of their proxy instruction to MUFG Corporate Markets PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case
of an Ordinary Shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company. Any power of attorney or other authority under which the Form of Proxy is signed
(or a duly certified copy of such power or authority) must be included with the revocation of proxy instruction. The revocation notice must
be received by the Registrar not later than 13.00 on 27 May 2025.
2.5 A person who is not an Ordinary Shareholder but has been nominated by an Ordinary Shareholder to enjoy information rights does not
have a right to appoint any proxies under the procedures set out in these notes and should read note 7 below.
3. Appointment of Proxy using Hard-copy Form of Proxy
The notes on the Form of Proxy explain how to direct a proxy how to vote, or abstain from voting, on the resolution. To appoint a proxy
using the Form of Proxy, the Form of Proxy must be completed and signed and sent or delivered to MUFG Corporate Markets PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received by the Registrar by not later than 13.00 on 27 May 2025.
In the case of an Ordinary Shareholder which is a company, the Form of Proxy must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company. Any power of attorney or other authority under which the Form of Proxy
is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
4. Appointment of Proxy through CREST
4.1 CREST members who wish to appoint a proxy for the AGM by utilising the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual, which can be reviewed at www.euroclear.com. CREST personal members or other CREST
sponsored members and those CREST members who have appointed (a) voting service provider(s) should refer to their CREST sponsor or
voting service provider(s) who will be able to take the appropriate action on their behalf.
4.2 In order for a proxy appointment made via CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be
properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instruction,
as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to
the instruction given to a previously appointed proxy, must be transmitted so as to be received by the Registrar (RA10) by not later than
13.00 on 27 May 2025. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to
the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST.
74 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 75
Other Information
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
4.3 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed (a) voting service provider(s), to procure that their CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4.4 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
4.5 Proxymity Voting - if you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by 13.00 on 27 May 2025 in order to be considered valid or, if the meeting is adjourned, by
the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely
by sending an authenticated message via the platform instructing the removal of your proxy vote.
4.6 Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think
fit or, at their discretion or withhold from voting. An online appointment via the Proxymity platform will not prevent you from attending the
AGM and voting in person.
5. Appointment of Proxy by Joint Members
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's
register of members in respect of the joint holding (the first-named being the most senior).
6. Corporate Representatives
Any corporation which is an Ordinary Shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all
its powers as an Ordinary Shareholder provided that no more than one corporate representative exercises powers over the same Ordinary
Share(s).
7. Nominated Persons
A person who has been nominated under section 146 of the Act to enjoy information rights (a “Nominated Person”):
(i) may have a right under an agreement between the Nominated Person and the Ordinary Shareholder who has nominated them to have
information rights (the “Relevant Member”) to be appointed or to have someone else appointed as a proxy for the AGM; and
(ii) if they either do not have such a right or if they have such a right but do not wish to exercise it, may have a right under an agreement
between them and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
A Nominated Person's main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, their
custodian or broker) and they should continue to contact them (and not the Company) regarding any changes or queries relating to their
personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company
expressly requests a response from the Nominated Person.
8. Website Publication of Audit Concerns
Pursuant to Chapter 5 of Part 16 of the Act (Sections 527 to 531), where requested by (a) Ordinary Shareholder(s) meeting the qualification
criteria set out in note 9 below, the Company must publish on its website a statement setting out any matter that such Ordinary
Shareholder(s) propose(s) to raise at the AGM relating to the audit of the Company's financial statements (including the auditor's report
and the conduct of the audit) that are to be laid before the AGM. Where the Company is required to publish such a statement:
(i) it may not require the Ordinary Shareholder(s) making the request to pay any expenses incurred by the Company in complying with the
request;
(ii) it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's
website; and
(iii) the statement may be dealt with as part of the business of the AGM. The request:
(a) may be in hard copy form or in electronic form (see note 10 below);
(b) either set out the statement in full or, if supporting a statement sent by another Ordinary Shareholder, clearly identify the
statement which is being supported;
(c) must be authenticated by the person or persons making it (see note 10 below); and
(d) be received by the Company at least one week before the AGM.
76 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 77
Other Information
9. Ordinary Shareholders’ Qualification Criteria
In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 8 above) the relevant
request must be made by:
(i) (a) Ordinary Shareholder(s) having a right to vote at the AGM and holding at least 5 per cent of the total voting rights of the
Company; or
(ii) at least 100 Ordinary Shareholders having a right to vote at the AGM and holding, on average, at least £100 of paid up share
capital.
10. Submission of Hard Copy and Electronic Requests and Authentication Requirements
Where (a) Ordinary Shareholders wish(es) to request the Company to publish audit concerns (see note 8 above) such request must
be made in accordance with one of the following ways:
(i) a hard copy request which is signed by the Ordinary Shareholder(s), states their full name(s) and address(es) and is sent to the
Company Secretary, Columbia Threadneedle AM (Holdings) PLC, 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG;
(ii) a request which is signed by the Ordinary Shareholder(s), states their full name(s) and address(es) and is sent to the Company
Secretary, Columbia Threadneedle AM (Holdings) PLC, 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG; or
(iii) a request which states “CTPE - AGM” in the subject line of the e-mail and the full name(s) and address(es) of the Ordinary
Shareholder(s) and is sent to invest@columbiathreadneedle.com.
11. Issued Shares and Total Voting Rights
At 11 April 2025, the Company's issued share capital comprised 73,941,429 Ordinary Shares, of which 2,438,491 were held in
treasury. Each Ordinary Share carries the right to one vote, and, therefore, the total number of voting rights (excluding treasury
shares) in the Company at 11 April 2025 was 71,502,938.
12. Communication
Any electronic address provided either in this notice of AGM or any related documents (including the Form of Proxy) to communicate
with the Company may not be used for any purposes other than those expressly stated.
76 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 77
Other Information
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Shareholder Information
Warning to Shareholders – Beware of Share Fraud
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be
worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment.
If you receive unsolicited investment advice or requests:
• Check the Financial Services Register at www.fca.org.uk to see if the person or firm contacting you is authorised by the Financial
Conduct Authority (“FCA”)
• Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date
• Search the list of unauthorised firms to avoid at www.fca.org.uk/scams
• Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or
Financial Services Compensation Scheme
• Think about getting independent financial and professional advice
If you are approached by fraudsters please tell the FCA by using the share fraud reporting form at www.fca.org.uk/scams where you can
find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money
to share fraudsters you should contact Action Fraud on 0300 123 2040.
Dividends
Shareholders who wish to have dividends paid directly into a
bank account rather than by cheque to their registered address
can complete a mandate form for the purpose. Mandates may
be obtained from
MUFG Corporate Markets,
Central Square,
29 Wellington Street, Leeds, LS1 4DL on request. Where dividends
are paid to Shareholders’ bank accounts, dividend tax vouchers are
sent directly to Shareholders’ registered addresses.
Dividend Reinvestment Plan
Shareholders who wish to use their dividends to purchase further
shares in the Company by participating in the Company’s Dividend
Reinvestment Plan can complete an application form which
may be obtained from
MUFG Corporate Markets
, Central Square,
29 Wellington Street, Leeds, LS1 4DL on request.
Share Price
The Company’s shares are listed on the London Stock Exchange.
Prices are given daily on the Company’s website and in the
Financial Times and in other newspapers.
Change of Address
Communications with Shareholders are mailed to the address held
on the share register. In the event of a change of address or other
amendment this should be notified to
MUFG Corporate Markets
under the signature of the registered holder.
Website
Additional information regarding the Company may be found at its
website address which is: www.ctprivateequitytrust.com
Financial Calendar 2025/2026
30 April 2025 Payment of final quarterly for 2024
29 May 2025 Annual General Meeting
May 2025 Announcement of quarterly results to 31 March 2025
July 2025 Payment of first interim dividend for 2025
August 2025 Announcement of interim results to 30 June 2025
October 2025 Payment of second interim dividend for 2025
November 2025 Announcement of quarterly results to 30 September 2025
January 2026 Payment of third interim dividend for 2025
March 2026 Announcement of annual results to 31 December 2025
April 2026 Payment of fourth interim dividend for 2025
Annual Report and Audited Financial Statements 2024
78 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 79
Other Information
History
1999
The Company was launched in March 1999 as part of the reorganisation of
The Scottish Eastern Investment Trust plc with the objective of managing
the private equity investments formerly held by that company so as to
realise those assets and return cash to shareholders.
2001
In August 2001, the Company was reorganised and shareholders were given
the opportunity to convert all or part of their existing ordinary shares into
A Shares (subsequently renamed Restricted Voting Shares) and B Shares
(subsequently renamed Ordinary Shares).
2005
In August 2005, shareholders approved a change of company name from
Martin Currie Capital Return Trust plc to F&C Private Equity Trust plc and
the Company issued 49,758,449 C Shares following the acquisition of
Discovery Trust plc and a subscription of £20 million by Friends Provident.
The C Shares subsequently converted into Ordinary Shares.
2009
In December 2009 the Company, through its wholly owned subsidiary F&C
Private Equity Zeros plc (‘FCPEZ’) issued 30,000,000 ZDP Shares at 100
pence per share. The ZDP Shares were designed to have a predetermined
capital entitlement at the end of their life, on 15 December 2014, of
152.14 pence per share giving a redemption yield of 8.75 per cent per
annum.
2012
On 23 May 2012 the Company adopted its current dividend policy, which is
designed to provide shareholders with a regular and relatively predictable
source of income, and the prospect of income growth over time.
2013
On 14 February 2013 the Restricted Voting Shares were converted and
redesignated as Deferred Shares and the Deferred Shares were bought
back by the Company and cancelled on that date. On 15 February 2013 the
admission of the Restricted Voting Shares to the Official List of the UKLA
and trading on the London Stock Exchange’s Main Market were cancelled.
2014
On 15 December 2014, FCPEZ repaid its 30,000,000 ZDP Shares at
152.14 pence per share.
2016
During the year, the Company issued 1,959,156 Ordinary Shares of 1p each
in the capital of the Company, following the exercise of subscription rights
by holders of a corresponding number of management warrants previously
issued by the Company in the capital of the Company. No warrants remain
in issue.
2017
During the year the Company amended its dividend policy to introduce the
payment of quarterly dividends. The first quarterly dividend was paid in
January 2018. Previously the Company paid semi-annual dividends.
2018
In November 2018, the Board of Directors approved a change of company
name from F&C Private Equity Trust plc to BMO Private Equity Trust PLC.
2022
In June 2022, the Board of Directors approved a change of company name
from BMO Private Equity Trust PLC to CT Private Equity Trust PLC.
Historical Record
(Since reconstruction in 2005)
Net Asset Value per Ordinary Share Revenue per Dividends per
31 December Ordinary Share# Price Discount Ordinary Share# Ordinary Share Ongoing Charges
2005* 131.40p 107.00p 18.6% 1.96p 1.95p 1.3%
2006 178.10p 161.00p 9.6% 3.20p 2.50p 1.6%
2007 231.08p 187.00p 19.1% 0.60p 0.60p 1.7%
2008 218.74p 75.50p 65.5% 0.64p 0.50p 1.3%
2009 206.84p 107.00p 48.3% 0.58p 0.80p 1.3%
2010 228.02p 129.75p 43.1% 0.96p 0.95p 1.5%
2011 243.54p 146.00p 40.1% 0.78p 0.80p 1.4%
2012 254.38p 185.75p 27.0% 1.76p 10.03p 1.5%
2013 269.07p 207.50p 22.9% 0.94p 10.58p 1.4%ø
2014 277.55p 217.88p 21.5% 2.62p 10.84p 1.4%ø
2015 295.74p 241.75p 18.3% 6.78p 11.41p 1.3%ø
2016 350.98p 295.50p 15.8% (0.41)p 12.60p 1.3%ø
2017 357.23p 339.00p 5.1% (0.58)p 14.04p 1.3%ø
2018 386.29p 317.00p 17.9% 0.63p 14.37p 1.3%ø
2019 411.51p 375.50p 8.8% 3.45p 15.33p 1.2%ø
2020 486.17p 307.50p 36.8% 4.72p 16.13p 1.3%ø
2021 640.30p 489.00p 23.6% 6.87p 20.04p 1.2%ø
2022 710.65p 423.00p 40.5% 4.01p 25.77p 1.2%ø
2023 702.50p 468.00p 33.4% 1.84p 27.98p 1.1%ø
2024 706.03p 488.00p 30.9% 2.30p 28.04p 1.2%ø
* as at 31 July 2005 # fully diluted ø excluding performance fee
78 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 79
Strategic Report Governance Report Financial Report AGM
Other Information
Chairman’s statementOverview Auditor’s Report
Other Information
Alternative Performance Measures
The Company uses the following Alternative Performance Measures (“APMs”):
Discount (or Premium) – If the share price of an Investment Trust is less than its Net Asset Value per share, the shares are trading at a
discount. If the share price is greater than the Net Asset Value per share, the shares are trading at a premium.
31 December 31 December
2024 2023
Net Asset Value per share (pence) (a) 706.03 702.50
Ordinary share price per share (pence) (b) 488.00 468.00
Discount (c = (b-a)/a) (c) 30.9% 33.4%
Dividend Yield – The dividends declared for the year divided by the share price at the year end. An analysis of dividends is contained in
note 7 to the audited financial statements.
31 December 31 December
2024 2023
Dividend per share (pence) (a) 28.04 27.98
Ordinary share price per share (pence) (b) 488.00 468.00
Dividend yield (c=a/b) (c) 5.7% 6.0%
Gearing – this is the ratio of the borrowings less cash of the Company to its total assets less current liabilities (excluding borrowings
and cash). Borrowings may include: preference shares; debentures; overdrafts and short and long-term loans from banks; and derivative
contracts. If the Company has cash assets, these may be assumed either to net off against borrowings, giving a “net” or “effective”
gearing percentage, or to be used to buy investments, giving a “gross” or “fully invested” gearing figure. Where cash assets exceed
borrowings, the Company is described as having “net cash”.
31 December 31 December
2024 2023
£’000 £’000
Borrowings less cash (a) 76,519 87,230
Total assets less current liabilities (excluding borrowings and cash) (b) 581,348 598,323
Gearing (c = a/b) (c) 13.2% 14.6%
Ongoing Charges – All operating costs expected to be incurred in future and that are payable by the Company expressed as a proportion of
the average Net Assets of the Company over the reporting year. The costs of buying and selling investments are excluded, as are interest
costs, taxation, performance fees, non-recurring costs and the costs of buying back or issuing Ordinary Shares. Ongoing charges of the
Company’s underlying investments are also excluded.
Year to Year to
31 December 31 December
2024 2023
Investment management fee – basic fee (£'000) 4,893 4,737
Other expenses (£'000) 1,226 1,064
Less non-recurring costs (£’000) – –
Ongoing charges (£'000): 6,119 5,801
Ongoing charges as a percentage of average net assets: 1.2% 1.1%
Ongoing charges (including performance fees) (£'000) 6,119 10,568
Ongoing charges (including performance fees) as a percentage of average net assets: 1.2% 2.1%
Average net assets (£'000) 499,457 508,718
80 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 81
Other InformationOther Information
Total Return – The return to Shareholders calculated on a per share basis by adding dividends paid in the period to the increase or
decrease in the Share Price or NAV. The dividends are assumed to have been reinvested in the form of Ordinary Shares or Net Assets.
Year to Year to
31 December 2024 31 December 2023
NAV per share at start of year (pence) 702.50 710.65
NAV per share at end of year (pence) 706.03 702.50
Change in year +0.5% -1.1%
Impact of dividend reinvestments +4.1% +3.9%
Total NAV return for the year +4.6% +2.8%
Year to Year to
31 December 2024 31 December 2023
Share price per share at start of year (pence) 468.00 423.00
Share price per share at end of year (pence) 488.00 468.00
Change in year +4.3% +10.6%
Impact of dividend reinvestments +6.6% +7.0%
Total share price return for the year +10.9% +17.6%
80 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 81
Strategic Report Governance Report Financial Report AGM Other InformationChairman’s statementOverview Auditor’s Report
Registered office:
Exchange House,
Primrose Street,
London
EC2A 2NY
Tel No. 020 7628 8000
www.europeanassets.co.uk
Info@CTgam.com
Registrars:
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ
Tel No. 0370 889 4094
computershare.com
webqueries@computershare.com
Corporate Terms
AAF – Audit and Assurance Faculty guidance issued by the Institute of Chartered Accountants in England and Wales.
AIC – Association of Investment Companies, is the trade body for Closed-end Investment Companies (www.theaic.co.uk).
AIFMD – Alternative Investment Fund Managers Directive. Issued by the European Parliament in 2012 and 2013, the Directive requires
that all investment vehicles in the European Union and the United Kingdom including Investment Trusts, must appoint a Depositary and an
Alternative Investment Fund Manager. The Board of Directors of an Investment Trust, nevertheless, remains fully responsible for all aspects
of the Company’s strategy, operations and compliance with regulations.
Closed-end Investment Company – A company, including an Investment Trust, with a fixed issued ordinary share capital which is traded
on an exchange at a price not necessarily related to the Net Asset Value of the company and where shares can only be issued or bought
back by the company in certain circumstances. This contrasts with an open-ended investment company, which has units not traded on an
exchange but issued or bought back from investors at a price directly related to the Net Asset Value.
Custodian – A specialised financial institution responsible for safeguarding, worldwide, the listed securities and certain cash assets of
the Company, as well as the income arising therefrom, through provision of custodial, settlement and associated services. The Company’s
Custodian is JPMorgan Chase Bank.
Depositary – Under AIFMD rules the Company must appoint a Depositary, whose duties in respect of investments, cash and similar
assets include: safekeeping; verification of ownership and valuation; and cash monitoring. Under AIFMD regulations, the Depositary has
strict liability for the loss of the Company’s financial assets in respect of which it has safekeeping duties. The Depositary’s oversight
duties include, but are not limited to, oversight of share buybacks, dividend payments and adherence to investment limits. The Company’s
Depositary is JPMorgan Europe Limited.
Derivative – A contract between two or more parties, the value of which fluctuates in accordance with the value of an underlying security.
The contract is usually short-term (for less than one year). Examples of derivatives are put and call options, swap contracts, futures and
contracts for difference. A derivative can be an asset or a liability and is a form of gearing because the fluctuations in its value are usually
greater than the fluctuations in the underlying security’s value.
Dividend – The income from an investment. The Company currently pays dividends to shareholders quarterly.
GAAP – Generally Accepted Accounting Practice. This includes UK GAAP and International GAAP (international accounting standards). The
Company’s financial statements are prepared in accordance with UK adopted international accounting standards.
Gearing – Unlike open-ended investment companies, Investment Trusts have the ability to borrow to invest. This term is used to describe
the level of borrowings that an Investment Trust has undertaken. The higher the level of borrowings, the higher the gearing ratio.
Investment Trust – A Closed-end Investment Company which satisfies the requirements of Section 1158 of the Corporation Tax Act 2010.
Companies which meet these criteria are exempt from having to pay tax on the capital gains they realise from sales of the investments
within their portfolios.
Leverage – As defined under AIFMD rules, leverage is any method by which the exposure of an AIF is increased through borrowing of cash
or securities or leverage embedded in derivative positions. Leverage is broadly equivalent to Gearing, but is expressed as a ratio between
the assets (excluding borrowings) and the Net Assets (after taking account of borrowings). Under the gross method, exposure represents
the sum of the Company’s positions after deduction of cash balances, without taking account of any hedging or netting arrangements.
Under the commitment method, exposure is calculated without the deduction of cash balances and after certain hedging and netting
positions are offset against each other.
Manager – The Company’s investment manager, Columbia Threadneedle Investment Business Limited is part of Columbia Threadneedle
Investments. The ultimate parent company of Columbia Threadneedle Investments is Ameriprise Financial, Inc. Further details are set out
on page 36 and in note 3 to the financial statements.
Glossary of Terms
82 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 83
Market Capitalisation – The stock market value of a company as determined by multiplying the number of shares in issue, excluding those
shares held in treasury, by the market price of the shares.
Net Assets (or Shareholders’ Funds) – This is calculated as the value of the investments and other assets of an Investment Trust, plus
cash and debtors, less borrowings and any other creditors. It represents the underlying value of an Investment Trust at a point in time.
Ordinary Shares – The main type of equity capital issued by conventional Investment Trusts. Shareholders are entitled to their share of
both income, in the form of dividends paid by the Investment Trust, and any capital growth. As at 31 December 2024 the Company had
only Ordinary Shares in issue.
Share Price – The value of a share at a point in time as quoted on a stock exchange. The Company’s Ordinary Shares are quoted on the
Main Market of the London Stock Exchange.
SORP – Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by
the AIC.
Total Assets – This is calculated as the value of the investments and other assets of an Investment Trust, plus cash and debtors.
Zero Dividend Preference Shares (“ZDP Shares”) – An additional share class issued by some Investment Trusts. Their aim is to give
investors back a certain amount of money, which is set in advance – called the redemption value.
Private Equity Terms
Carried Interest – The share in the proceeds of a sale of an investee company or fund that is retained by the private equity fund manager
as a performance fee if the investment has performed well.
Co-investment – An investment made directly into a company alongside a financial sponsor or other private equity investors.
Commitment – The amount committed by the Company to an investment.
Deal Flow – The rate at which investment proposals come to a private equity fund manager.
Drawdown – When a private equity firm has decided where it would like to invest, it will approach its investor to drawdown the money
already committed to the fund.
General Partner (“GP”) – The manager of a limited partnership private equity fund.
Internal Rate of Return (“IRR”) – Generally, the term refers to the annual compound rate of return to an investor over a given period.
Returns normally include dividend and interest distributions and proceeds from disposals or a fair valuation of the company if unrealised.
Lead Investor – A private equity investor who either wins the mandate for, or invests the most in, a syndicated investment.
Limited Partnership – The legal structure of most private equity funds, comprising a fixed-life investment vehicle managed by General
Partners with the Limited Partners being the investors. Limited Partners have limited liability and are not involved in the day-to-day
management of the fund but receive regular and detailed reports on the holdings in the fund.
Management Buy-in (“MBI”) – The purchase of a business by private equity investors together with one or more outside managers. The
managers sometimes put up some of the finance and gain a share of the equity.
Management Buy-out (“MBO”) – The purchase of a business by private equity investors with some or all of the existing management. The
managers put up some of the finance and gain a share of the equity.
Mezzanine Finance/Debt – Loans, usually unsecured, which rank after secured or senior debt but before equity in the event of the
company defaulting. To compensate for the greater risk, these loans usually carry interest at a higher rate than on a secured loan and an
element of equity.
Secondaries Transaction – This is where an institutional, corporate or fund-of-funds investor in a private equity fund sells part or all of their
portfolio of individual fund holdings to another institutional or corporate investor or fund-of-funds.
Senior Debt – Secured debt which ranks first in terms of repayment in the event of default.
Syndicated Investment – An investment which is too large to be undertaken by one fund on its own and which is therefore shared among
several private equity funds.
Trade Sale – The sale of an investee company to another company in the same sector as opposed to a financial institution.
CT Individual Savings Account (ISA)
You can use your ISA allowance to make an annual tax
efficient investment of up to £20,000 for the current tax year
with a lump sum from £100 or regular savings from £25 a
month. You can also transfer any existing ISAs to us whilst
maintaining the tax benefits.
CT Junior Individual Savings Account (JISA)*
A tax efficient way to invest up to £9,000 per tax year for
a child. Contributions start from £100 lump sum or £25 a
month. JISAs or CTFs with other providers can be transferred
to Columbia Threadneedle Investments.
CT Lifetime Individual Savings Account (LISA)
For those aged 18-39, a LISA could help towards purchasing
your first home or retirement in later life. Invest up to £4,000
for the current tax year and receive a 25% Government bonus
up to £1,000 per year. Invest with a lump sum from £100 or
regular savings from £25 a month.
CT General Investment Account (GIA)
This is a flexible way to invest in our range of Investment
Trusts. There are no maximum contributions, and investments
can be made from £100 lump sum or £25 a month.
CT Junior Investment Account (JIA)
This is a flexible way to save for a child in our range of
Investment Trusts. There are no maximum contributions, and
the plan can easily be set up under bare trust (where the child
is noted as the beneficial owner) or kept in your name if you
wish to retain control over the investment. Investments can
be made from a £100 lump sum or £25 a month per account.
You can also make additional lump sum top-ups at any time
from £100 per account.
CT Child Trust Fund (CTF)*
If your child already has a CTF, you can invest up to £9,000 per
birthday year, from £100 lump sum or £25 a month. CTFs with
other providers can be transferred to Columbia Threadneedle
Investments.
How to Invest
Charges
Details of the annual account charge along with other charges that
apply can be found on our website www.ctinvest.co.uk.
Annual account charge
ISA/LISA: £60+VAT
GIA: £40+VAT
JISA/JIA/CTF: £25+VAT
You can pay the annual charge from your account, or by direct debit
(in addition to any annual subscription limits).
Dealing charges
£12 per fund (reduced to £0 for deals placed through the online
Columbia Threadneedle Investor Portal) for ISA/GIA/LISA/JIA
and JISA. There are no dealing charges on a CTF.
Dealing charges apply when shares are bought or sold but not
on the reinvestment of dividends or the investment of monthly
direct debits. Government stamp duty of 0.5% also applies on
the purchase of shares.
The value of investments can go down as well as up and you may
not get back your original investment. Tax benefits depend on your
individual circumstances and tax allowances and rules may change.
Please ensure you have read the full Terms and Conditions,
Privacy Policy and relevant Key Features documents before
investing. For regulatory purposes, please ensure you have read
the Pre-sales Cost & Charges disclosure related to the product
you are applying for, and the relevant Key Information Documents
(KIDs) for the investment trusts you want to invest in, these can
be found at www.ctinvest.co.uk/documents.
How to Invest
To open a new Columbia Threadneedle Savings Plan, apply online
at www.ctinvest.co.uk Online applications are not available if you
are transferring an existing Savings Plan with another provider to
Columbia Threadneedle Investments, or if you are applying for a
new Savings Plan in more than one name but paper applications
are available at www.ctinvest.co.uk/documents or by contacting
Columbia ThreadneedleInvestments.
New Customers
Call: 0345 600 3030** (9.00am – 5.00pm, weekdays)
Email: invest@columbiathreadneedle.com
Existing Savings Plan Holders
Call: 0345 600 3030** (9.00am – 5.00pm, weekdays)
Email: investor.enquiries@columbiathreadneedle.com
By post: Columbia Threadneedle Management Limited, PO Box 11114,
Chelmsford, CM99 2DG
Capital at risk.
The material relates to an investment trust and its Ordinary Shares are traded on the main market of the London Stock Exchange.
The Investor Disclosure Document, Key Information Document (KID), latest annual or interim reports and the applicable terms & conditions are available from Columbia Threadneedle Investments Cannon Place,
78 Cannon Street, London EC4N 6AG, your financial advisor and/or on our website www.columbiathreadneedle.com. Please read the Investor Disclosure Document before taking any investment decision.
This material should not be considered as an offer, solicitation, advice or an investment recommendation. This communication is valid at the date of publication and may be subject to change without
notice. Information from external sources is considered reliable but there is no guarantee as to its accuracy or completeness.
In the UK: Issued by Columbia Threadneedle Management Limited, No. 517895, registered in England and Wales and authorised and regulated in the UK by the Financial Conduct Authority.
© 2025 Columbia Threadneedle Investments. WF261998 (01/25) UK. Expiration Date: 31/01/2026
* The CTF and JISA accounts are opened by parents in the child’s name
and they have access to the money at age 18. **Calls may be recorded
or monitored for training and quality purposes.
To find out more, visit www.ctinvest.co.uk
0345 600 3030 9.00am – 5.00pm, weekdays,
calls may be recorded or monitored for training and quality purposes.
Financial promotion
Other Information
One of the most convenient ways to invest in CT Private Equity Trust PLC is through one of the savings plans run by
Columbia Threadneedle Investments.
You can also invest in the Company through online dealing platforms
for private investors that offer share dealing and ISAs. Companies
include: A J Bell, Barclays Stockbrokers, EQi, Fidelity, Halifax,
Hargreaves Lansdown, HSBC, Interactive Investor, Lloyds Bank.
Annual Report and Audited Financial Statements 2024 | 83
84 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | PB
Corporate Information
Directors
Richard Gray (Chairman)*
Craig Armour†
Audrey Baxter
Tom Burnet
Swantje Conrad
Company Secretary
Columbia Threadneedle AM (Holdings) PLC
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
Tel: 0207 628 8000
Alternative Investment Fund Manager (“AIFM”)
and Investment Manager
Columbia Threadneedle Investment Business
Limited
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
Tel: 0207 628 8000
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Broker and Financial Adviser
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
Solicitors
CMS Cameron McKenna LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EN
Depositary
JPMorgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Bankers
JPMorgan Chase Bank
25 Bank Street
Canary Wharf
London E14 5JP
The Royal Bank of Scotland International Limited
1 Princes Street
London EC2R 8BP
Company Number
Registered in Scotland No: SC179412
* Chairman of the Management Engagement Committee and the Nomination Committee
† Chairman of the Audit Committee
85 | CT Private Equity Trust PLC Annual Report and Audited Financial Statements 2024 | 86
Registered office:
Exchange House,
Primrose Street,
London
EC2A 2NY
Tel No. 020 7628 8000
www.europeanassets.co.uk
Info@CTgam.com
Registrars:
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ
Tel No. 0370 889 4094
computershare.com
webqueries@computershare.com
© 2025 Columbia Threadneedle Investments. Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.
To find out more visit columbiathreadneedle.com
CT Private Equity Trust PLC
Annual Report and Audited Financial
Statements 31 December 2024
Registered office:
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
0131 573 8300
Registrars:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
0371 664 0300*
www.mpms.mufg.com
* Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
CT PET/AnRpt/24
Contact us