Annual
Report
30 September 2023
abrdnpeot.co.uk
Company number: SC216638
Making private
equity opportunities
available to all
1 2
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
abrdn Private Equity
Opportunities Trust plc
(the “Company” or “APEO”)
is an investment trust with
a premium listing on the
London Stock Exchange.
APEO provides investors with exposure to leading private equity
funds and private companies, mainly in Europe. It invests in private
equity funds by making primary commitments and secondary
purchases, and it makes “direct” investments into private companies
via co-investments and single-asset secondaries. Its investment
objective is to achieve long-term total returns for investors and its
policy is to maintain a broadly diversified portfolio by country, industry
sector, maturity and number of underlying investments.
abrdn Capital Partners LLP, a wholly owned subsidiary of abrdn plc,
is APEO’s alternative investment fund manager (“AIFM”) and Manager
(the “Investment Manager” or the “Manager”).
Who We Are
Quick Links Overview
Principal Risks
and Uncertainties
Introduction to
the Manager
p25
Our
Philosophy
p7
p57
abrdnpeot.co.uk
For latest news visit
our website
abrdnpeot.co.uk/invest-now
Visit our investors page for
more detail on how to invest
See our Investment Portfolio on p55
Launched
2001
FTSE 250
company
Quarterly
dividend
£1.2bn
of net assets
European
mid-market
focused
Private equity
funds and direct
investments
4
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
11.4
9.1
5.4
15.2
12.1
5.6
16.2
9.0
3.7
21.2
15.0
11.8
5.4
11.7
13.8
One year
Three years
Five years
Ten years
Since
inception
% of total return
20%15%
10% 25%0 5%
Who We Are continued
Investment Objective
Notable Figures
11.4%
Annualised net asset value
(“NAV”) total return* (“NAV
TR”) since inception in 2001
95bps
(p.a.) Flat management fee;
no performance fee
charged by the Manager
3.6%
Annual dividend yield*
at 30 September 2023
75%
Underlying portfolio
companies head-
quartered in Europe
19%
Of the portfolio value is
now in “direct” investments
* Considered to be an Alternative Performance Measure. Further details can be found on pages 113 and 114.
APEO’s investment objective is to achieve
long-term total returns through holding a
diversified portfolio of private equity funds
and direct investments into private companies
alongside private equity managers, a majority
of which will have a European focus.
3
APEO Total Return Growth Relative
to the FTSE All-Share, its Comparator Index
APEO NAV total return*
APEO total shareholder return*
FTSE All-Share total return
5 6
APEO Annual Report and Accounts 2023
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Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
A diversified portfolio of private equity funds
and direct investments into private companies,
principally focused on the European mid-market.
Who We Are continued
APEO partners with a
carefully selected group of
leading private equity firms
Direct Investments
APEO invests directly into
private companies alongside
the lead private equity
investor, either through a
co-investment or a single
asset secondary investment
The funds invest into
private companies
Fund Investments
APEO commits to funds
managed by these firms,
either from the funds inception
(a primary fund) or by buying
a fund position from another
investor part way through the
fund’s life (a fund secondary)
This approach
creates an underlying
portfolio of 720 private
companies, well
balanced by sector,
geography and
maturity.
1
22%
Information technology
19%
Healthcare
19%
Industrials
14%
Consumer discretionary
10%
Consumer staples
9%
Financials
7%
Other
1 As at 30 September 2023. Based on the latest available information from underlying managers. Figures represent percentage of total value
of underlying portfolio company exposure.
7 8
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Our Philosophy
The key pillars that have guided our
business for more than two decades
and differentiate us.
Access
APEO gives investors access to high-quality
private equity managers and private
companies, within a market that can
be complex to navigate
Read more about Access on page 9
>3,700
With over 3,700 private equity firms
in Europe*, identifying the best
opportunities can be daunting
Expertise
abrdn Capital Partners LLP has managed
APEO since its inception and its team has
specialist knowledge in European markets
Read more about Expertise on page 10
>20 years
The senior investment manager
team has on average over 20 years’
experience investing in European
Private Equity
Focus
APEO has a carefully selected portfolio
of some of the best investments in
mid-market private equity
Read more about Focus on page 11
12 core
relationships
APEO partners with 12 core
relationships, which are some of
the leading private equity firms
in the market
Consistency
APEO has a history and track record of
more than two decades, based on the
foundation of rigorous and disciplined
investment analysis
Read more about Consistency on page 12
11.4%
APEO’s annualised NAV TR
since inception in 2001 is 11.4%
* Source: Preqin, as at 30 June 2023.
Considered to be an Alternative Performance Measure. Further details can be found on pages 113 and 114.
9 10
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Our Philosophy continued
Access
APEO gives investors access
to high-quality private equity
managers and private
companies.
Making Private Equity an Essential Part of Every Portfolio
The private equity market can be difficult and complex to navigate, and there
are many opportunities for investors to choose from. Investment selection is
critical in order to generate the differentiated returns that private equity can
deliver, relative to other asset classes.
Our long-standing market presence and local networks provide us with insights
and relationships that, we believe, unlock some of the best opportunities for
investment in private equity funds and direct investments, alongside our core
private equity managers. We work hard to find and foster these relationships so
we become strong and reliable partners to these core managers. This enables
us to build and maintain a diversified and high-quality portfolio of underlying
private companies.
As an investment trust listed on the London Stock Exchange, APEO offers
shareholders an opportunity to invest in these private equity funds and
direct investments for as little as the price of one of the Company’s shares.
As APEO’s shares are listed on the London Stock Exchange, they provide
daily tradable access to an asset class which is normally relatively illiquid.
Expertise
The investment management
team has specialist knowledge
in European markets.
The Investment Manager has a large and well established team of investment
professionals. It has managed APEO for more than two decades, since inception,
and has generated consistent performance over that time.
The European private equity market is a complex investment arena, with
multiple strategies and managers to choose from, not to mention the different
cultural and technical nuances across the various countries. The Investment
Manager’s specialist expertise is a key asset in navigating these complexities
and honing in on the best private equity managers, funds and direct investments
for our shareholders.
Alongside our European focus, we also have exposure to the North American
market through our European managers and selectively through North
American focused funds.
75%
of underlying portfolio companies
headquartered in Europe*
21 years
average senior team time spent
investing in European private equity
$1,160bn
1
European private equity market
2
3,700+
1
European private equity firms
3
* Based on the latest available information
from underlying managers. Figures represent
percentage of total value of underlying
portfolio company exposure. Geographic
exposure is defined as the geographic region
where underlying portfolio companies are
headquartered. In addition to the above, 5% of
underlying portfolio companies are based in
European countries not separately disclosed
below, while 1% are based in countries outside
of Europe, excluding North America.
1 As at 30 June 2023. Source: Preqin.
2 European private equity AUM (NAV plus
dry powder) (buyout, growth, turnaround).
3 European-based private equity firms
(buyout, growth, turnaround).
4%
Spain
24%
North America
15%
United Kingdom
14%
Nordic
13%
France
13%
Germany
7%
Benelux
3%
Italy
1%
Switzerland
11 12
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Who We Are 1
Our Philosophy 7
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Total return (rebased to 100)
1,000
800
600
400
200
0
2008
Global financial
crisis
2015
First ESG
survey
2018
First co-
investment
2021
NAV
exceeds
£1bn
2022
Russia –
Ukraine war
2013
First secondary
commitment
2020
Brexit
Covid-19 pandemic
£200m revolving
credit facility
2001
The Company
was launched
First fund investment
2007
APEO’s Manager became
a signatory to the UN
Principles of Responsible
Investment
Our Philosophy continued
Focus
APEO is focused on the
private equity mid-market
and partners with a small group
of leading private equity firms.
We are predominantly focused on the private equity mid-market, which
we define as businesses between €100 million and €1 billion in enterprise
value (EV”). It’s our belief that this part of the market is particularly attractive,
given it generally relates to growing, profitable, cash generative businesses
that are well established but still have clear opportunities to further create
further investment value.
Diversification is a well-recognised means of managing investment risk
and we achieve that through a portfolio of around 50 “active” private equity
fund investments, that in turn have exposure to over 700 underlying portfolio
companies. But we also believe it is important to have conviction and to
concentrate our firepower. We do this by selecting and focusing our capital
with a group of a dozen or so core buyout managers and partnering with
them through primary commitments to their funds, providing liquidity to their
investors through secondary transactions and making direct investments
alongside them in private companies.
Mid-market companies with
100m-1bn
EV at entry
12
APEO core managers
Consistency
APEO has a history and track
record of more than two decades.
We take a rigorous and disciplined approach to investment analysis that delivers
consistent long-term investment returns across market cycles.
Private equity is often perceived to be a risky business, but our historic track
record proves that steady NAV performance and consistent growth are possible.
What’s more, stability does not have to translate into reduced returns; our NAV has
grown over ten times since launch.
11.4%
annualised NAV TR
since 2001
(i nception)
14
consecutive years of annual
NAV growth
Source: abrdn, Refinitiv Eikon 30 September 2023.
Note: past performance is not a guide to future performance.
* Considered to be an Alternative Performance Measure. Further details can be found on pages 113 and 114.
A Key Performance Indicator by which the performance of the Manager is measured by the Board.
~ For definitions, please see Glossary on pages 113 to 116.
APEO NAV per share
(total return)~
FTSE All-Share (total return)*
Share price (total return)~
2003 2005 2007 2009
2011
2013 2015 2017 2019 2021 2023
Total return (rebased to 100)
2001
0
200
400
600
800
1,000
13 14
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Strategic
Report
Primary
funds
Direct
investments
Fund
secondaries
Idea
generation
Knowledge
sharing
Reinforcing
relationships
15 16
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Investment Strategy
Investment Policy
The Company: (i) commits to private
equity funds on a primary basis;
(ii) acquires private equity fund
interests in the secondary market;
and (iii) makes direct investments into
private companies via co-investments
and single-asset secondaries.
Its policy is to maintain a broadly
diversified portfolio by country,
industry sector, maturity and number
of underlying investments.
The objective is for the portfolio to
comprise around 50 “active” private
equity fund investments; this excludes
funds that have recently been raised,
but have not yet started investing,
and funds that are close to or being
wound up. The Company may also
invest up to 25% of its assets in direct
investments into private companies,
via co-investments alongside private
equity managers.
The Company may also hold direct
private equity investments or quoted
securities as a result of distributions
in specie from its portfolio of fund
investments. The Company’s policy
is normally to dispose of such assets
where they are held on an unrestricted
basis.
To maximise the proportion of
invested assets, the Company follows
an over-commitment strategy by
making commitments which exceed
its uninvested capital. In making such
commitments, the Manager, together
with the Board, will take into account
the uninvested capital, the value and
timing of expected and projected cash
flows to and from the portfolio and,
from time to time, may use borrowings
to meet drawdowns. The Board has
agreed that the over-commitment
ratio should sit within the range of
30% to 75% over the long term.
The Company’s maximum borrowing
capacity, defined in its Articles of
Association, is an amount equal to
the aggregate of the amount paid
up on the issued share capital of the
Company and the amount standing
to the credit of the reserves of the
Company. However, it is expected
that borrowings would not normally
exceed 30% of the Company’s net
assets at the time of drawdown.
The Company’s non-sterling currency
exposure is principally to the euro and
US dollar. The Company does not seek
to hedge this exposure into sterling,
although any borrowings in euros
and other currencies in which the
Company is invested would have such
a hedging effect.
Cash held pending investment is
invested in short-dated government
bonds, money-market instruments,
bank deposits or other similar
investments. Cash held pending
investment may also be invested in
other listed investment companies
or trusts. The Company will not invest
more than 15% of its total assets in
such listed equities.
The investment limits described
above are all measured at the time
of investment.
Portfolio Construction Approach
Investments made by APEO are
typically with or alongside private
equity firms with whom the Manager
has an established relationship of
more than ten years.
As at 30 September 2023, APEO
directly held 80 separate fund
investments (2022: 75) comprising of
primary and secondary fund interests,
as well as 26 direct investments
(2022: 22).
Through its portfolio of directly held
investments, the Company indirectly
has exposure to a diverse range of
underlying portfolio companies, as
well as additional underlying fund of
fund and co-investment interests.
At 30 September 2023, APEO’s
underlying portfolio included exposure
to 720 separate underlying portfolio
companies (2022: 655).
APEO predominantly invests in
European mid-market companies.
Around 75% (2022: 76%) of the total
value of underlying portfolio company
exposure is invested in European
domiciled operating companies
and the Board expects this to remain
the case over the longer term, with
a weighting towards North Western
Europe. This has been APEO’s
geographic focus since its inception in
2001 and where it has a strong, long-
term track record. However, APEO also
selectively seeks exposure to North
American mid-market companies, as
a means to access emerging growth or
investment trends that cannot be fully
captured by investing in Europe alone.
APEO has a well-balanced portfolio
in terms of non-cyclical and cyclical
exposures. Currently the largest
single sector exposure (Information
Technology) represents 22% of the
total value of underlying portfolio
company exposure
1
(2022: 20%) and
it is expected that no single sector
will be more than 30% of the portfolio
over the longer term. Over time, the
Manager anticipates a continuation
of the recent shift toward sectors that
are experiencing long-term growth
(such as Technology and Healthcare)
at the expense of more cyclical
sectors, such as Industrial and
Consumer Discretionary.
Environmental, social and governance
(“ESG”) is a strategic priority for the
Board and the Manager. APEO aims
to be an active, long-term responsible
investor and ESG is a fundamental
component of APEO’s investment
process. Further detail on the
Manager’s approach to ESG can be
found on pages 27 and 28.
APEO invests in private equity
funds, on both a primary and
secondary basis, and makes direct
investments into private companies.
This complementary approach
helps APEO to access some of the
best opportunities in private equity.
1 Excludes underlying fund and co-investments indirectly held through the Company portfolio.
18
APEO Annual Report and Accounts 2023
17
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Chair’s Statement
Introduction
The past 12 months have been
eventful, for both APEO and the
wider market. Whilst the Investment
Trust sector and APEO remain
challenged by stubbornly wide
share price discounts to NAV, I am
heartened that the APEO portfolio
has continued to deliver a resilient
annual NAV TR during the period of
5.4%, despite a currency FX headwind
of -2.8%, and that the Company
continues to regularly return capital
to shareholders through its enhanced
quarterly dividend, delivering a yield
of 3.6% as at 30 September 2023.
For this year’s Annual Report, I have
changed the format of the Chair’s
Statement to ensure that I am directly
addressing the key questions of
shareholders. I hope that shareholders
find this format more engaging and
useful but, as always, I encourage
shareholders to provide the Board with
feedback on the Annual Report and
indeed the Company more broadly.
The Board and I can be reached at
APEO.Board@abrdn.com.
The Manager announced in October
2023 that it is due to be purchased
by Patria Investments Ltd, subject to
regulatory approvals. What impact will
that have on APEO and its shareholders?
The Board noted the announcement
made by abrdn plc on 16 October
2023 of the conditional sale of abrdn
Private Equity to Patria, a global
alternative asset manager established
in Latin America. This includes the
sale of abrdn Capital Partners LLP,
the Company’s Investment Manager
and AIFM.
Annual Performance Highlights
NAV TR*+
Year ended 30 September 2023
5.4%
Year ended 30 September 2022
14.1 %
FTSE All-Share Index total return
Year ended 30 September 2023
13.8%
Year ended 30 September 2022
-4. 0%
Share price
As at 30 September 2023
442.0p
As at 30 September 2022
410.0p
Share price total return*+
Year ended 30 September 2023
11.7%
Year ended 30 September 2022
-15.1%
Net assets
As at 30 September 2023
£1,195.6m
As at 30 September 2022
£1,158.1m
Expense ratio*+
Year ended 30 September 2023
1.06%
Year ended 30 September 2022
1.06%
* Considered to be an Alternative Performance Measure. Further details can be found on pages 113 and 114.
+ A Key Performance Indicator by which the performance of the Manager is measured by the Board.
For definitions, please see Glossary on pages 113 to 116.
The Board and I place the interests of
APEO shareholders at the forefront
our minds when considering the
Patria transaction. We have been fully
engaged with abrdn, the Company’s
Manager, and Patria for a number of
weeks now, indeed even before the
conditional sale was formally signed
and announced. In this regard, the
Board has received assurances from
abrdn and Patria that the Company’s
investment management team will
remain unchanged should the sale
complete. abrdn has also confirmed
that appropriate arrangements will
be put in place to maintain the existing
administration and other services
currently provided by abrdn or
third-party service providers.
That said, the Board is evaluating the
impact of the sale on the Company
and its management team and
is continuing to have constructive
discussions with Patria. No changes
will be made to the Company’s
existing management and
administration arrangements prior
to the completion of the sale, and we
expect the impact of the sale to be
cost neutral for the Company and its
shareholders. The Board will provide
an update to APEO’s shareholders
on the progress of the sale, which is
expected to complete in the first half
of 2024, in due course.
How has APEO performed during
the year to 30 September 2023?
Over the 12 months to 30 September
2023, the share price total return
increased by 11.7%, which I
would normally consider strong
performance in isolation.
However, I recognise that this
performance is relative to a low base,
in terms of the share price declines we
saw in most equities and asset classes
in 2022. The APEO share price total
return underperformed the 13.8%
total return from the FTSE All-Share
Index over the period and the share
price discount to NAV remained wide
at 43.2% (30 September 2022: 45.6%).
APEO’s share price performance is by
no means an outlier in the investment
trust landscape, and particularly the
private equity investment trust sector,
which continues to see lukewarm
investor buying demand. I personally
find the current share price discount
confusing given the quality of APEO’s
underlying portfolio companies, the
robustness of its valuation (see later
comments) and the long-term nature
of its NAV growth. The NAV TR of 5.4%
during the period (30 September 2022:
14.1%), even with the challenging
market conditions and into a currency
FX headwind, helps to further
demonstrate this resiliency and also
means that APEO’s NAV has grown in
every year since 2010.
If we look a little deeper into
the NAV performance during the year,
I would highlight that the portfolio has
grown in value by 9.4% in constant
currency terms.
Over the 12 months to 30 September 2023,
the share price total return increased by 11.7%,
which I would normally consider strong
performance in isolation.
If we look a little deeper into the NAV
performance during the year, I would highlight
that the portfolio has grown in value by 9.4% in
constant currency terms.
Over the 12 months
to 30 September 2023,
the share price total return
increased by 11.7%.
19 20
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Chair’s Statement continued
I take particular satisfaction in watching
the evolution of the Company’s direct
portfolio of co-investments and
single-asset secondaries, which we
introduced at the start of 2019. The
direct portfolio grew by 21.1% during
the year and now equates to 19.4% of
the overall portfolio. I would encourage
shareholders to read the Investment
Manager’s Report on pages 31 to 44,
where the Manager outlines the
portfolio in detail and the drivers of
performance.
Private equity market activity has fallen
during the year; how has that impacted
upon APEO’s cash flows, balance sheet,
new investment deployment and
outstanding commitments?
The decrease in private equity market
activity during the year has had an
impact on APEO but I believe that
the Company remains well positioned.
A key focus of the Board’s interactions
with the Manager over the last 12
months has been around cash flows,
with the Board challenging the
Manager to provide detailed scenario
analysis to ensure that APEO remains
in a strong liquidity position in this more
difficult environment and can remain so
if the current market conditions persist.
In the year to 30 September 2023,
drawdowns totalled £193.2million
(30 September 2022: £253.6million)
and distributions totalled £202.9million
(30 September 2022: £210.2million).
I feel that APEO has weathered the
sharp decline in private equity activity
during the period well. I would highlight
that part of the distribution figure
includes partial sales relating to APEO’s
co-investment in Action, the European
discount retailer. The Manager decided
to take advantage of a liquidity window
to reduce APEO’s position for portfolio
construction reasons. These trades
generated £53.0million of proceeds
and were priced at 100% of the most
recent valuation of Action in each case.
Following these sales, Action remains
the largest underlying portfolio
company in APEO.
a fulsome Valuation Committee,
as well as APEO’s external auditors
on an annual basis.
Whilst I could discuss the valuation
merits of APEO’s portfolio in a lot of
detail, including the defensive and
profitable nature of APEO’s underlying
private companies and the strong
earnings growth the portfolio has seen
over the period, ultimately I believe that
the test of any private equity valuation
is evidenced by the sale price at exit of
each investment. As mentioned earlier,
APEO has undertaken a number of
partial secondary sales with respect
to its position in Action, a European
discount retailer, and all of these
disposals have been achieved at 100%
of the most recent quarterly valuation
of that asset. Furthermore, while the
volume of private equity exits has
been lower over the course of 2023,
distributions from fund investments
during the year to 30 September 2023
were at an average uplift of 18% when
compared to the unrealised valuation
two quarters prior.
The Boards conviction on the current
valuation of the portfolio was a key
factor in progressing with a buyback
programme, as announced earlier
this month.
What is the Boards view on share
buybacks, and could you explain
the rationale around the announced
buyback programme?
The Board does not have a stated
discount management policy. That
said, the Board and Manager closely
monitor the discount on a regular basis
From a balance sheet perspective,
we upsized the Company’s revolving
credit facility during the year, from
£200 million to £300 million, and
extended the maturity by a year
to December 2025.
At 30 September 2023, APEO
had £9.4million of cash and cash
equivalents (30 September 2022:
£30.3million) and £197.7million
remaining undrawn on the revolving
credit facility (30 September 2022:
£138.0million). Therefore, should
markets result in a period of a relatively
low private equity activity, I believe that
APEO has a sufficiently strong balance
sheet to weather the storm.
In APEO the Manager does not try
to time the market, rather it aims to
deploy consistently through the cycle
so that its underlying managers can
capture the best buying opportunities
in the market. Therefore, the year to
30 September 2023 was another active
year of new investment deployment,
with £174.8million committed to 13
new investments (30 September 2022:
£340.3million to 24 new investments).
Whilst new investment deployment
was materially behind levels in 2021
and 2022, which were especially
active years, I feel excited by the new
investments made in 2023, all of which
are very much “on strategy” for APEO.
The Manager runs an overcommitment
strategy for APEO and has done so
since the Company’s inception in 2001.
This ensures that APEO’s resources
are efficiently deployed, given it
makes primary fund investments –
this involves committing an amount
of equity capital which is then typically
drawn over a three- to five-year
period. Outstanding commitments
at 30 September 2023 were
£652.0million (30 September 2022:
£678.9 million) and this equates to
an overcommitment ratio of 35.2%,
at the lower end of our target range
of 30-75%.
The Investment Manager’s Report
on pages 31 to 44 provides further
information on cash flows, balance
sheet, new investments and
outstanding commitments.
What is the Boards view on
the valuation of the portfolio?
The Board and Audit Committee
continually monitor and challenge
the Manager on the valuation of the
underlying portfolio, and the Board
has gained insight and reassurances
on the strong governance around
the valuation of APEO’s portfolio
through this ongoing oversight
process. It should be noted that the
vast majority of APEO’s investments
are, at an underlying level: (i) revalued
on a quarterly basis; (ii) audited
independently at least annually;
(iii) valued in line with International
Private Equity and Venture Capital
Valuation (“IPEV”) Guidelines; and (iv)
audited either in line with International
Financial Reporting Standards (“IFRS”)
or US generally accepted accounting
principles (“GAAP”) accounting
standards. Once the valuations reach
APEO, they are scrutinised by the
Manager on a quarterly basis under a
diligent Valuation Policy, including
From a balance sheet perspective, we upsized
the Company’s revolving credit facility during
the year, from £200 million to £300 million,
and extended the maturity by a year to
December 2025.
APEO has undertaken a number of partial
secondary sales with respect to its position
in Action and all of these disposals have
been achieved at 100% of the most recent
quarterly valuation.
to ensure that APEO is not an outlier
when compared to other investment
companies with a similar investment
approach and shareholder structure.
Suffice to say there is a balance to
consider in terms of buying-back
shares, right now that centres on the
ability to provide NAV accretion for our
shareholders versus preserving cash
liquidity during this period of lower
private equity exit activity.
Also, the Board considers the quarterly
enhanced dividend effectively a
regular return of capital to shareholders
at NAV and has prioritised this over
share buybacks in recent years.
However, in light of the persistently
wide share price discount to NAV,
coupled with both the Manager and
the Board’s strong conviction in the
valuation of the portfolio, the Board
announced in January 2024 that it will
use a portion of the €34.6 million of
proceeds realised from its most recent
partial sale of APEO’s co-investment
in Action to commence a buyback
programme. The ability to recycle a
significant portion of the Action sale
proceeds, realised at 100% of NAV,
into buying APEO shares at a discount
to NAV, is a compelling use of the
Company’s capital and provides
NAV accretion to shareholders. It also
highlights in the clearest terms the
disconnect between APEO’s current
share price and the valuation of its
underlying portfolio.
Going forward, the Board will continue
to monitor the evolution of the share
price and, in the event of further
sizeable distributions from the portfolio,
may look to extend the programme.
Does the Board plan to make any
changes regarding the Companys
dividend policy?
Since 2016, the Company has
paid shareholders an enhanced
dividend on a quarterly basis, which is
effectively an ongoing return of capital
to shareholders at NAV. The Board
intends to continue this policy going
forward, with the aim of maintaining
the value of the dividend in real terms.
21
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
22
Chair’s Statement continued
I am personally encouraged by the Manager’s
ESG credentials, including obtaining the top
rating for indirect private equity from the PRI
in its latest assessment.
Whilst I currently hear rumblings in the market
about sentiment starting to improve gradually,
with more sale processes initiated in the
second half of 2023 than in the first half of
2023, both the Board and the Manager are
not anticipating a sharp rebound and we
suspect a return to “normal” private equity
activity levels might be some way off yet.
For the year to 30 September 2023,
APEO has so far paid three quarterly
dividends of 4.0 pence per share and
the Board has announced a fourth
quarterly dividend of 4.0 pence per
share. This was paid on 26 January
2024 to shareholders on the register
on 22 December 2023 and will make a
total dividend for the year of 16.0 pence
per share. This represents an increase
of 11.1% on the 14.4 pence per share
paid for the year to 30 September 2022.
What is your view on recent discussions
around the packaged retail investment
and insurance-based products (“PRIIPs”)
regime and cost disclosure more
generally in UK Investment Trusts?
The Board and I welcome the recent
discussions on this topic and the
involvement of HM Treasury and the
Financial Conduct Authority (“FCA”).
We have long held the belief that the
current cost disclosure requirements
for UK Investment Trusts are misleading
to investors, especially retail investors.
The current regime effectively creates a
double counting of costs, given that the
NAVs of Investment Trusts are already
calculated net of costs. Therefore, costs
are already factored into the relevant
share prices. I would also add, the
synthetic or “look through” costs appear
to have been calculated inconsistently
across the Investment Trust sector,
and therefore have been of limited
use in terms of comparing different
Investment Trusts. We will monitor
developments over the coming weeks
and months ahead, and the Board and
I will make ourselves available should
HM Treasury or the FCA seek direct
feedback from the industry.
How has the Board performed during
the year and how does the Board
engage with shareholders?
The Board regularly considers its
own performance and, whilst there
have been no changes to the Board
composition during the year, we have
been active in considering Board
succession planning. To help support
potential future changes, Diane
Seymour-Williams assumed the role
of Chair of the Nomination Committee
and Yvonne Stillhart was appointed
as Chair of the Management
Engagement Committee on
13 December 2022. Having served
on the Board since 28 May 2014,
I stepped down as a Member of the
Audit Committee on 28 May 2023.
The Board’s Policy on Tenure states
that, in normal circumstances, Directors
will not serve beyond the Annual
General Meeting (“AGM) following the
ninth anniversary of their appointment.
In accordance with that policy,
I would be expected to step down
at the conclusion of the next AGM.
However, the Board takes the view
that the independence of Directors
is not necessarily compromised by
length of tenure on the Board and that
continuity and experience can add
significantly to the Board’s strength. To
that end the Nomination Committee
recommended to the Board that
I stay on the Board as Chair of the
Board to oversee the transition of the
Patria transaction and support the
Manager as it embeds into Patria. The
Board intends to recruit an additional
Director during 2024 and the Board will
address my successor in due course.
The Board enjoys interaction with
shareholders and, in my capacity
as Chair, I have been fortunate to
meet with a number of the larger
shareholders during the year and
responded to a number of inbound
emails from a range of other
shareholders.
This year’s AGM will be held on
27 March 2024 at 12:30pm at
wallacespace, Spitalfields, 15-25
Artillery Lane, London, E1 7HA. The
meeting will include a presentation
by the Investment Manager and will
be followed by lunch. This is a good
opportunity for shareholders to meet
the Board and the Manager and the
Board encourages you to attend. The
Notice of the Meeting is contained on
pages 121 to 125.
At the AGM, one of the resolutions being
proposed relates to a change to the
Company’s Articles of Association (“the
Articles”). The proposed amendments
being introduced in the Articles primarily
relate to the new power conferred
on the Board which provides it with
flexibility to change the Company’s
name by way of Board resolution
rather than shareholder resolution. We
believe that this is standard practice
and will allow the Board to change
the Company’s name at relatively
short notice if required in the future.
Could you outline the Board’s view
and approach to ESG?
Firstly, I would flag that APEO is not
designed as an “ESG investment
company” per se; its investment
objective is to create attractive returns
for its shareholders through building
a diversified portfolio of private
equity funds and direct investments
into private companies. That said,
the Board continues to believe that
integrating ESG best practice into
APEO’s strategy and investment
processes will help support the
investment objective by generating
stronger, more sustainable returns
for shareholders over the long term.
The Board monitors the Manager’s
commitment to ESG factors closely
and encourages it to stay close to the
latest market developments in this
area. The majority of our portfolio is
managed by third-party managers
and the Board takes comfort from
the Manager’s policy to invest only
with private equity firms who are
ESG market leaders or have a strong
cultural commitment to improve their
ESG credentials.
I am personally encouraged by the
Manager’s ESG credentials, including
obtaining the top rating for indirect
private equity from the Principles for
Responsible Investment (“PRI) in its
latest assessment.
ESG has been embedded into the
Manager’s investment process since
2015 and every new investment made
by APEO in recent years has been
subject to specific ESG due diligence.
The Board has encouraged the
Manager to continue to raise ESG
standards across the industry and to
publicise the work that it has done in
this area. For further detail, including
a Responsible Investment case study,
see pages 27 to 30.
What is the outlook for the Company
over the next 12 months and beyond?
The current private equity market is
proving to be tough, with the sharp
rise in interest rates impacting pricing
expectations, availability and cost of
financing, and ultimately causing a
material decrease in private equity
activity during 2023.
Whilst I currently hear rumblings in
the market about sentiment starting
to improve gradually, with more sale
processes initiated in the second half
of 2023 than in the first half of 2023,
both the Board and the Manager are
not anticipating a sharp rebound and
we suspect a return to “normal” private
equity activity levels might be some
way off yet.
24
APEO Annual Report and Accounts 2023
23
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
1,195.6
1,158.1
1,036.0
770.3
710.1
661.4
599.0
532.6
438.7
409.1
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Net assets (£m)
0
200
400
1,200
800
1,000
600
Chair’s Statement continued Key Performance Indicators
Key Performance Indicators and Ten-Year Financial Record
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Per share data
NAV (diluted) (p) 257.4 281.6 346.4 389.6 430.2 461.9 501.0 673.8 753.2 777.7
Share price (p) 230.0 214.0 267.3 341.5 345.5 352.0 320.0 498.0 410.0 442.0
Discount to diluted NAV per share (%)*
+
(10.6) (24.0) (22.8) (12.3) (19.7) (23.8) (36.1) (26.1) (45.6) (43. 2)
Dividend per share (p) 5.00 5.25 5.40 12.00 12.40 12.80 13.20 13.60 14.40 16.00
Expense ratio (%)*
+
1
0.96 0.98 0.99 1.14
2
1.10 1.09 1.10 1.10 1.06 1.06
Returns data
NAV TR (%)*
+
7.7 11.9 24.8 14.9 13.3 10.5 11.7 37.9 14.1 5.4
Total shareholder return (%)*
+
19.1 (4.0) 27.9 31.9 5.8 5.7 (4.6) 60.6 (15.1) 11.7
Portfolio data
Net assets (£m) 409.1 438.7 532.6 599.0 661.4 710.1 770.3 1,036.0 1,158.1 1,195.6
Top ten managers as a % of net assets 65.0 65.2 65.0 58.9 63.6 67.9 67.8 62.9 65.1 64.3
Top ten investments as a % net assets 52.9 48.6 45.9 47.7 48.4 53.9 48.3 40.3 35.6 29.9
Source: The Manager & Refinitiv.
1 For further information on the calculation of the expense ratio, as well as the ongoing charges ratio of the Company, please refer to page 114.
2 The incentive fee arrangement ended on 30 September 2016. Following the end of the incentive fee period, a single management fee of 0.95% per annum of the
NAV of the Company replaced the previous management and incentive fees.
* Considered to be an Alternative Performance Measure. See pages 113 and 114 for more information.
+ A Key Performance Indicator by which the performance of the Manager is measured by the Board.
Ten-year Growth in Net Assets
However, those that have read my
previous Chair Statements will note
that I have consistently said that
private equity is an asset class that
should viewed over the long term,
where new investment decisions
are often made with a five-year
time horizon in mind. The immediate
road ahead remains uncertain, but
the governance model of private
equity has proved many times in
the past, most notably during the
global financial crisis of 2008-09,
that it facilitates nimble and active
ownership and allows underlying
businesses to adapt more quickly to
changing market circumstances.
Periods of uncertainty also tend
to offer up new and different
opportunities for investment, which
private equity firms have proved adept
at generating and completing. This is
why I believe that private equity should
be particularly attractive to investors
at times like these, in order to capture
the upside that usually follows.
As we look ahead, I want to underline
that the Board will continue to prioritise
the interests of APEO shareholders.
I remain convinced by the strategy of
APEO, which is centred on investment
selection conviction and focused
principally on the European mid-
market buyout segment of private
equity, where there is a plentiful supply
of private companies that are highly
resilient niche market leaders or
fast-growing disruptive businesses
of the future.
On behalf of our investors, the
Manager will continue to grow direct
investment as a proportion of APEO’s
portfolio. This brings a number of
Periods of uncertainty also tend to offer up
new and different opportunities for investment.
advantages, not least lowering the
fees APEO pays to underlying third-
party managers and therefore
enhancing the Company’s NAV
growth potential. The Board remains
committed to maintaining the value
of the quarterly dividend in real
terms, returning capital regularly to
shareholders at NAV. Furthermore, we
will stay alive to opportunities to create
further NAV for shareholders through
opportunistic buybacks.
Lastly, in terms of the transaction
relating to APEO’s Manager,
shareholders can be assured that the
Board will remain closely involved and
act in their best interests throughout
our review. I hope that the Board will,
in the very near future, be able to give
a formal update and provide more
clarity to shareholders on this matter.
Alan Devine
Chair
30 January 2024
25 26
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
We are a highly experienced investment
management team with specialist
knowledge of the private equity market.
Introduction to the Manager
Our Senior Investment TeamAPEO Key Executives
Merrick McKay
Head of Private Equity Europe
Investment Committee member
Joined abrdn: 2014
Years in PE: 30
Colin Burrow
Head of Co-investments
Investment Committee member (chair)
Joined abrdn: 2006
Years in PE: 26
Eric Albertson
Senior Investment Director (US)
Investment Committee member
Joined abrdn: 2008
Years in PE: 23
Cameron Graham
Deputy Head of Secondaries
Investment Committee member
Joined abrdn: 2008
Years in PE: 15
Alistair Watson
Head of Strategy Innovation
Investment Committee member
Joined abrdn: 2008
Years in PE: 18
Karin Hyland
Senior Investment Director
Joined abrdn: 2006
Years in PE: 16
Haresh Vazirani
Senior Investment Director
Joined abrdn: 2015
Years in PE: 16
Alan Gauld
Lead Investment Manager and
Senior Investment Director
Joined abrdn: 2010
Years in PE: 14
Mark Nicolson
Head of Primary Investments and
Investment Manager
Investment Committee member
Joined abrdn: 2007
Years in PE: 21
Patrick Knechtli
Head of Secondaries and
Investment Manager
Investment Committee member
Joined abrdn: 2009
Years in PE: 26
Wider abrdn Private Equity Team
Multi-functional expertise including marketing, finance and legal specialists
Global primary, secondaries and co-investment teams
Provides broad market coverage and sourcing capability
Supported by dedicated back office teams
£7.6bn
private equity AUM
in Europe
20
investment
professionals
>300
European manager
relationships
>22
years as APEO
Manager
abrdn Private Equity in Numbers
How We Invest
In order to achieve the investment objective, maintain a balanced portfolio and take advantage
of opportunities as they arise, APEO invests in three types of private equity investment:
1.
Primary Funds
APEO commits to investing in a new
private equity fund. The committed
capital will generally be drawn
over a three- to five-year period as
investments in underlying private
companies are made. Proceeds
are then returned to APEO when
the underlying companies are sold,
typically over a four- to five-year
holding period.
Primary investment has been the core
focus of APEO’s investment objective
since its inception in 2001. Primary
investments can provide APEO with:
consistent exposure to leading
private equity managers;
underlying portfolio diversification;
a steady, predictable cash flow
profile; and
help drive APEO’s dealflow in
secondaries and direct investments.
2.
Fund Secondaries
APEO acquires a single fund interest
or a portfolio of fund interests from
another investor, with the prior approval
of the private equity managers of the
target funds. APEO pays the seller a
cash amount for the interests and takes
on any outstanding commitments to
the target funds.
Typically this would occur at a point
where the target fund (or funds) has
already invested the majority of its
capital and so the Manager is able to
evaluate the quality of the underlying
portfolio of companies prior to
investment. The price paid in this type of
transaction will reflect the age profile of
the funds, the quality of the managers
and the quality of the underlying
portfolios, therefore can often be at
a premium or discount to NAV. Fund
secondaries allow the Manager to gain
exposure to funds of new or existing
managers a later stage in a fund’s life.
Secondaries typically have a shorter
investment duration than a primary
investment. Fund secondaries are
opportunistic in nature and their
availability is dependent on multiple
market and deal-specific factors.
3.
Direct Investments
APEO makes direct investments into
private companies alongside other
private equity managers, either
through a co-investment or a single
asset secondary transaction.
Co-investment was introduced to
the investment objective in 2019.
APEO’s strategy is to only directly
invest alongside private equity
managers with which abrdn Private
Equity has made a primary fund
investment. The Manager is seeking to
build a diversified portfolio of around
30 to 35 direct investments in order to
mitigate concentration risk.
27 28
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
28
Responsible Investment and Sustainability
ESG Integration
Embedded throughout the Manager’s investment process
A Year in Brief
Focus in ESG in 2023
Sustainable Products
and Climate Focus
We defined a “sustainable investment”
taxonomy for co-investments and are in
the process of defining “impact investing”
for primaries.
We joined ICI initiatives to formalise
our collaboration across industry.
TCFD entity level report produced
for the first time in June 2023.
Enhanced Due Diligence
and Engagement
We have updated the Due Diligence
Questionnaire process for primary,
secondary and direct investments,
piloting external advisor collaboration.
Achievements
We have scored the highest mark in
PRI’s indirect private equity category.
We were included in the first products
qualified as Article 8+ under SFDR.
Enhanced Reporting
We have signed up to the ESG Data
Convergence Initiative.
Due diligence
Focus on materiality
Investment
Leveraging our influence
Monitoring
Annual assessments
Reporting
Client focused
Due Diligence
Focus on Materiality
ESG is a standard due
diligence item for all new
investments and an ESG
section is included in all
Investment Committee
papers.
We perform different
materiality assessments
depending on the type of
investment opportunity
being presented:
- Primary – primarily
focuses on
underwriting the
private equity
manager’s ESG
process and identify
areas for engagement
and improvement.
- Direct primarily
focuses on the ESG
risks and opportunities
impacting the business.
- Secondary primarily
focuses on ESG risks
and exclusions.
Investments –
Leveraging Our Influence
When we identify risks or
potential for improvement,
we work with our private
equity managers to
drive sustainability
enhancements.
We negotiate ESG
reporting requirements
and standards in legal
documentation prior to
investment.
Monitoring –
Annual Assessments
We produce an annual
ESG survey focusing
on selected areas of
interest (e.g. employees
wellbeing or climate risk)
while monitoring progress
of our portfolio of private
equity managers in terms
of ESG integration.
We monitor identified key
performance indicators
for client vehicles with a
sustainability objective.
Reporting –
Client Focused
Task Force on Climate-
related Financial
Disclosures (“TCFD”)
entity level report
produced for the first
time in June 2023.
Reporting available for
Sustainable Finance
Disclosure Regulation
(“SFDR”) Article 8
products.
29 30
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Case Study
Investment
A fully integrated, digitalised and circular plant
in Boden, northern Sweden, H2 Green Steel will
produce green steel, reducing CO₂ emissions
by up to 95% compared to traditional steelmaking.
Lead Manager
APEO’s Investment
via Altor Fund V
and Fund VI
Investment Year
2021, 2022
and 2023
Company Size
Large (EV >€1bn)
Geographic Focus
Global
Sectors
Industrial
Company Overview
H2 Green Steel (“H2GS”) was founded in 2020 with the ambition
to accelerate the decarbonisation of hard-to-abate industries.
The company is starting with steel, building a fully integrated,
digitalised and circular plant in Boden, northern Sweden.
Currently under construction, its first steel plant is due to be
operational by 2025/26.
APEO will have exposure to H2GS through its primary fund
investments in both Altor Fund V and Altor Fund VI.
Responsible Investment
Conventional steelmaking is an essential industry in the
global economy but is pollutive, responsible for 8-9% of global
CO
2
emissions.
H2GS’s final steel product will have a 95% reduction in CO
2
emissions compared to traditional steel making. It aims to produce
more than four million tonnes of “green steel” annually by 2030.
H2GS has the ability to help materially decarbonise the industry
and has signed customer agreements with a number of large,
blue-chip” corporations, across industries like automotive and
consumer appliances.
H2GS’s activities address five of the UN Sustainable Development
Goals (“SDGs”).
APEO’s Investment
abrdn Private Equity has a long-term relationship with Altor,
supporting the manager in every fundraise since its inception
in 2003. APEO first partnered with Altor in 2014, via Altor Fund IV.
Altor’s partnership approach, credibility and track record in the
Nordic and DACH mid-market are its traditional key points of
difference. However, during the last decade Altor has also built
market-leading capabilities in ESG and sustainability, in particular
making a number of investments related to the “green transition”.
abrdn Private Equity has been able to monitor Altor’s approach
to ESG carefully, not least through periodic due diligence and
the annual abrdn Private Equity Responsible Investment survey,
in which Altor has consistently obtained the highest rating.
Responsible Investment and Sustainability continued
32
APEO Annual Report and Accounts 2023
31
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Investment Manager’s Review
Summary of the Year
The portfolio has performed resiliently
during the financial year, in spite
of uncertainties in both the global
economy and financial markets,
as well as the private equity market
experiencing lower deal activity
compared to levels seen in recent
years. Whilst the NAV TR of 5.4% is lower
than the 14.1% APEO experienced in
2022, once the impacts of currency FX
are removed the portfolio grew 9.4%
compared with 10.5% in 2022. The NAV
TR lagged the 13.8% increase in the
FTSE All-Share, its comparator index,
which recovered from the listed market
headwinds in 2022. However, APEO
NAV growth continues to outperform
the FTSE All-Share over three, five and
ten years, and since inception.
APEO’s portfolio of private companies
continues to perform well, with the
top 50 companies by value, which
equate to 40% of the overall portfolio,
experiencing average revenue
and EBITDA growth of 16% and
23% respectively in the 12 months
to 30 September 2023. That has
helped drive the resilient valuation
performance in the unrealised
book. Most notably, APEO’s direct
investment portfolio, which consists
of direct co-investments into private
companies and single-asset
secondaries, continues to grow
strongly, experiencing a valuation uplift
in the year of 21.1%, once the effects
of currency FX are excluded. The
direct investment portfolio now stands
at 26 underlying companies and 19.4%
of the portfolio, even after the partial
realisation of APEO’s co-investment in
Action, the European discount retailer.
The partial sale of Action was the
largest single realisation during the
year, returning £53.0 million to APEO.
This proactive sale was conducted
for portfolio construction reasons,
taking advantage of a liquidity window
that was facilitated by Action’s lead
investor 3i Group. The partial sales
were made at 100% of the most
recent valuation of Action in each
case. Action remains APEO’s largest
single company exposure at 2.1%
of the portfolio and the intention as
we stand today is to continue to hold
that position until an eventual exit of
the business, albeit the Manger will
continue to monitor the potential to
make opportunistic sales in the future.
In terms of further cash coming back
to APEO, distributions from fund
investments totalled £149.9 million in
the year. This was a decrease on the
£209.8 million of distributions received
by APEO during 2022, a figure that
was an all-time annual record for the
Company. The decrease is directly
attributable to the lower level of
private equity market activity we have
seen during 2023. It is worth noting
that the average exit from the portfolio
during the year was at a multiple of
2.5x original cost of investment (2022:
2.2x cost) and at a 18% valuation uplift,
when compared to the unrealised
valuation two quarters prior. This
valuation uplift is similar to the long-
term average uplift upon exit (25%)
and provides some assurance as to
the valuation of APEO’s portfolio.
Drawdowns totalled £193.2 million
during the year (2022: £253.6 million),
the vast majority of which was used
to fund underlying investments in
new portfolio companies. Whilst total
realisations of £202.9 million exceeded
the total drawdown figure, it is worth
noting that when we only look at
fund investments (excluding the
impact of sales of direct investments)
drawdowns outpaced distributions for
the first time since 2010. This trend is
linked to the decrease in private equity
market activity and the fact that fund
investments typically use a credit
facility to bridge new investments into
portfolio companies before drawing
the money from investors. Therefore,
drawdowns typically see a lag during
periods when private equity market
activity changes sharply, like we saw
in 2023, and therefore this was fully
expected and planned for by the
Manager.
On the new investment side, the
period ended 30 September 2023
saw APEO make new commitments
totalling £174.8 million (2022: £340.3
million), with seven new primary fund
investments, one secondary, three
direct investments and two follow-
on investments in existing direct
investments. Whilst new investment
1.
NAV Performance
NAV TR for the year to 30 September
2023 was 5.4% (year to 30 September
2022: 14.1%). The valuation of the
underlying portfolio increased by 9.4%
during the period (excluding FX).
2.
Investment Activity
APEO made seven new primary
investments, one diversified
secondary investment, three
new direct investments and two
follow-on investments in existing
direct investments.
3.
Realisations
The portfolio generated £202.9
million realisations (distributions and
secondary sales) during the year, with
distributions from fund investments
of £149.9 million (30 September 2022:
£209.8 million).
4.
Outstanding Commitments
Outstanding commitments at the
year-end amounted to £652.0 million
(30 September 2022: £678.9 million).
The over-commitment ratio of 35.2%
at year-end (30 September 2022:
42.8%) was at the lower end of the
Company’s target range (30-75%).
5.
Balance Sheet
During the year, the Company’s
revolving credit facility was
increased to £300 million in size
(from £200 million) and extended
in duration by a year (to December
2025).
6.
Acquisition of the Manager by
Patria Investments Ltd (“Patria”)
During 2023, abrdn announced
the conditional sale of abrdn Private
Equity, including APEO’s Manager,
to Patria. The transaction is expected
to close in the first half of 2024. Patria
is a leading alternative investment firm
listed on Nasdaq, with over 30 years
of history and combined assets under
management of $28.2 billion, and a
global presence with offices in ten
cities across four continents. Further
information on Patria is available at
www.patria.com.
APEO’s underlying portfolio
has illustrated its resilience
during the year, and we
expect it to continue to
do so going forward.
Alan Gauld
Lead Investment Manager and
Senior Investment Director
Highlights
APEOs top 50 underlying portfolio companies
by value, which equate to 40% of the overall
portfolio, experienced average revenue and
EBITDA growth of 16% and 23% respectively
in the twelve months to 30 September 2023.
34
APEO Annual Report and Accounts 2023
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
33
Investment Manager’s Review continued
Realised gains were derived from full or partial sales of
underlying portfolio companies during the 12-month period,
which were at an average uplift of 18% to the unrealised
value two quarters prior (30 September 2022: 20%).
Top companies
% of
portfolio
Median valuation
multiple
Median leverage
multiple
Average LTM
revenue growth
Average LTM
EBITDA growth
10 14.0% 15.2x 4.6x 19.1% 17.5%
30 30.1% 15.4x 4.6x 16.3% 18.4%
50 40.0% 14.0x 4.3x 15.6% 23.4%
LTM = Last 12 months.
The headline realised return from the portfolio exits equated to
2.5 times original cost (30 September 2022: 2.2 times original
cost), which we consider a strong performance in what was a
challenging backdrop to conduct successful exit processes.
Drawdowns
IK Partnership II – £11.5m
Hg Saturn 3 – £8.5m
Nordic Capital X – £8.5m
Seidler Equity Partners VII – £8.3m
Advent X – £7. 0m
Permina Growth Opportunities II
£6.7m
HRworks CV (Co-investment)
£6.5m
MSouth Equity Partners IV – £6.2m
Altor V – £5.6m
Cinven 7 – £5.5m
Other £118.9m
During the year £193.2 million was invested into existing
and new underlying companies. £154.2 million of this figure
related to primary fund drawdowns, with the remainder
related to secondary deployment and direct investment,
which are under the control of the Manager and as planned.
Secondary and direct investment activity are covered in
detail later in the review.
Primary fund drawdowns during the year were mainly
used to fund new underlying investments into portfolio
companies, with notably large drawdowns relating to
the following new portfolio companies:
Safic Alcan (IK Partnership II) – Global speciality
chemicals and ingredients distributor;
Access (Hg Saturn 3) – Leading Enterprise Resource
Planning (ERP) software provider;
GWI (Permira Growth Opportunities II) – Global
consumer data and analytics provider;
GEDH (IK Partnership II) – Leading higher education
group in France; and
Theramex (PAI VII) – Global specialty pharmaceuticals
focused on women’s health.
We estimate that APEO had around £79.5 million held on
underlying fund credit facilities at 30 September 2023
(30 September 2021: £113.3 million), and we expect that
this will all be drawn over the next 12 months. The decline in
the amount held on underlying fund credit facilities during
the year gives a strong indication that fund drawdowns will
likely fall in 2024.
Realisations
Action
1
£54.8m
Hg Capital 8 – £18.8m
Investindustrial Growth – £10.8m
Advent International Global
Private Equity VIII – £10.2m
CVC VI – £9.9m
Other £98.4m
1 Distributions from Action are made up predominantly of proceeds from
secondary sales during the year amounting to £53.0 million, with the
remaining amount of £1.8 million attributable to dividend income.
Total realisations of £202.9 million were received by
APEO during the 12 months to 30 September 2023, from
distributions from fund investments and the partial realisation
of APEO’s co-investment in Action during the period.
The partial sale of Action was the largest single realisation
event during the year, returning £53.0 million to APEO. This
proactive sale was conducted for portfolio construction
reasons, taking advantage of a liquidity window that
was facilitated by Action’s lead investor 3i Group. Action
remains APEO’s largest single company exposure at 2.1%
of the portfolio.
£149.9 million of distributions were received from funds
during the year, which is less than the record annual total
that APEO received in the prior year (30 September 2022:
£210.2 million). Exit activity was slower than prior year due
to the decline in private equity market activity during the
period. Trade buyers remained active during the period and
were the main exit route for APEO’s portfolio companies.
Demand from financial buyers softened somewhat
compared to prior year and there were no Initial Public
Offerings in the portfolio during the period. The headline
realised return from the portfolio equated to 2.5 times
original cost (30 September 2022: 2.2 times original cost).
deployment is materially behind
the levels seen in 2022, the Manager
would note that is partially a function
of a less active private equity market
and the Manager exercising caution
during a relatively uncertain period.
New fund investments continue to be
aligned with our long-term strategy
of backing private equity firms that
have a mid-market orientation and
have proven deep expertise within
one or more specified sectors.
As aforementioned, we continued
to deploy capital into new direct
investments during the year, with a
good balance in deployment across
our key sectors.
During the year the revolving credit
facility was increased to £300 million
(from £200 million) and the maturity
extended by a year to December
2025. The larger facility, provided by
RBS International, Société Générale
and State Street Bank International,
provides the Company with further
flexibility and firepower for new
investments. The balance sheet
remains in a strong position with cash
and cash equivalents of £9.4 million
(2022: £30.3 million). APEO also had
£197.7 million remaining undrawn on its
revolving credit facility at 30 September
2023 (2022: £137.0 million undrawn
on a £200 million facility).
Performance
78.6 (5.6)
(21.6)
(15.2)
(12.1)
0.3
753.2
777.7
NAV as at
1 Oct 2022
Net realised gains
and income from
portfolio
Net unrealised losses
at constant FX
on portfolio
1
Net unrealised
FX losses on
portfolio
Dividends paid Management fee,
administrative
and finance costs
Net income from
other assets
NAV as at
30 Sep 2023
pence per share
450.0
500.0
550.0
600.0
650.0
700.0
850.0
800.0
750.0
1 Includes the reversal of previously recognised unrealised gains that have realised during the financial year and are therefore included in Net realised gains and
income from portfolio.
The NAV TR for the year ended
30 September 2023 was 5.4% versus
13.8% for the FTSE All-Share Index.
The valuation of the portfolio at
30 September 2023 increased 9.4% on
the prior year on a constant currency
basis, with a decrease of -2.8%
attributable to FX gains during the
year, principally due to the strength
of pound sterling over the period,
compared to US dollar and the euro.
The increase in value of the portfolio
on a per share basis was 24.5 pence.
This was principally made up of
realised gains and income of 78.6
pence and net income from other
assets of 0.3 pence, partially offset
by net unrealised losses from the
portfolio, FX in the unrealised portfolio,
dividends and costs associated with
management fee and administrative
and financing costs totalling
54.5 pence.
The overall increase in the portfolio
during the period is largely driven by the
strong performance of the underlying
portfolio companies, which generally
continue to perform well operationally
and have experienced continued
earnings growth. Looking at the top
50 underlying portfolio companies,
which are the main value drivers and
equate to 40% of the portfolio, the
average revenue and EBITDA growth
was 15.6% and 23.4% respectively in
the 12 months to 30 September 2023.
That has helped drive the resilient
valuation performance in the portfolio,
rather than due to valuation multiples.
Focusing on the same cohort, the
median valuation multiple was
14.0x EBITDA at 30 September 2023,
compared with 14.5x EBITDA a year
prior. We are especially pleased about
progress in APEO’s direct investment
portfolio, which has seen a valuation
uplift of 18.5% during the 12 months
to 30 September 2023, net of
FX movements.
35 36
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Investment Manager’s Review continued
Commitments
652.0
678.9
557. 1
471.4
450.3
35.2%
42.8%
32.5%
30.9%
47.4%
Sep 2019 Sep 2020 Sep 2021 Sep 2022 Sep 2023
£m
As a % of portfolio NAV
0
200
100
300
400
500
600
800
700
5%
25%
15%
35%
45%
55%
65%
75%
Outstanding commitments Outstanding commitments in excess of undrawn loan facility and cash resources as a % of portfolio NAV
APEO made commitments totalling
£174.8 million during the year (2022:
£340.3 million). These commitments
were across seven new primary
investments, one secondary
investment, three direct investments
and two follow-on investments in
existing direct investments. The
total outstanding commitments at
30 September 2023 were £652.0 million
(30 September 2022: £678.9 million).
The value of outstanding
commitments in excess of liquid
resources as a percentage of portfolio
value decreased to 35.2% in the
financial year (30 September 2022:
42.8%). The decrease is largely due
to the upsizing of APEO’s revolving
credit facility during the period and
the current figure is at the lower end of
our long-term target range of 30-75%.
We estimate that £94.3 million of the
reported outstanding commitments
are unlikely to be drawn down, based
on guidance from our underlying
private equity managers, and the
nature of private equity investing,
with private equity funds not always
being fully drawn.
38
APEO Annual Report and Accounts 2023
37
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Case Study – Primary Funds
Investment
Montefiore is a leading
mid-market private equity
firm in France, primarily
focused on investing in
companies in the French
and Italian services sectors.
Investment
Fund VI/
Expansion
Fund Size
1.4bn/€400m
APEO Commitment
€30.0m (across the two funds)
Commitment Year
2023
Geographic Focus
France
Target Company Size
Full mid-market focus
Sectors
Business and Consumer Services
Investment Strategy
Buyout
Previous/Current Investments
History and Background
Montefiore Investment (“Montefiore”) was established in 2005 by Éric Bismuth
and Daniel Elalouf, and is headquartered in Paris, France. The firm was founded
with the specific objective to invest in the French Services sector, particularly
companies active in B2B Services, Digital and IT Services, B2C Healthcare
Services and Tourism & Leisure, segments of the Services industry where
Montefiore has deep knowledge and expertise.
Since inception, Montefiore has deployed the same successful strategy,
focusing on profitable growth and business transformation. Montefiore typically
acts as the lead investor and the first financial investor with a control ownership
position. The firm is fully independent and owned by the Partners.
Strategy
The two Montefiore funds (Fund VI and Expansion I) provide APEO with the
opportunity to invest in a leading continental-European lower/mid-market
manager focused on the French and Italian Services sector.
Montefiore Fund VI is targeting businesses with EVs of €100-500 million
and equity cheques of €40-200 million. Montefiore Expansion I is targeting
businesses with EVs <€100 million and equity cheques <€40 million.
Montefiore operate a one team structure and are differentiated through their
deep sector expertise, broad sourcing networks and capabilities, and their
strong brand in the French and Italian markets.
APEO’s Exposure
abrdn Private Equity has partnered with Montefiore since 2016, committing
to Funds IV and V and co-investing alongside Montefiore in NGE, an
infrastructure services business.
Montefiore VI and Expansion I are the first Montefiore funds that APEO
has committed to. However, APEO made a direct investment alongside
Montefiore into NGE in 2022.
The Montefiore funds will provide APEO with exposure to growing mid-market
services businesses in France and Italy, alongside one of the leading private
equity managers in the region.
Investment Manager’s Review continued
Investment Activity
Primary Funds
£147.5 million was committed to
seven new primary funds during the
year ended 30 September 2023 (2022:
£257.2 million into 12 new primary
funds). As a reminder, APEO’s primary
fund strategy is to partner with private
equity firms, principally in Europe, that
have genuine sector expertise and
operational value creation capabilities
and have a core mid-market buyout
orientation, i.e. focusing on businesses
with an EV between €100 million and
€1 billion. The firms that APEO has
partnered with during this period fulfil
most, if not all, of these criteria and
they are all relationships with whom
the Manager has known for many
years, often decades.
Investment £m Description
Hg Mercury 4 26.7 Lower mid-market buyout fund targeting
investments in software and services businesses
primarily in Northern Europe.
Vitruvian
Investment
Partners V
26.4 Growth-focused fund principally targeting
European businesses which operate principally
in the Technology, Healthcare, Financial Services
and Sustainability sectors.
Hg Genesis 10 26.1 Mid-market buyout fund targeting investments
in software and services businesses primarily in
Northern Europe.
Altor Fund VI 25.9 Mid-market buyout fund with a strong
sustainability focus, which targets businesses
across the Nordic and DACH regions.
Montefiore VI 17.6 Mid-market buyout fund primarily focused on
investing in companies in the French and Italian
services sectors. Target sub-sectors include B2B
Services, Digital and IT Services, B2C Healthcare
Services and Tourism & Leisure.
Seidler Equity
Partners VIII
16.2 Fund focusing primarily on investing in lower
mid-market businesses in North America across
branded consumer products, business services,
and specialty manufacturing sectors.
Montefiore
Expansion I
8.8 Lower mid-market buyout fund primarily focused
on investing in companies in the French and Italian
services sectors. Target sub-sectors include B2B
Services, Digital and IT Services, B2C Healthcare
Services and Tourism & Leisure.
40
APEO Annual Report and Accounts 2023
39
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Case Study – Direct Investment
Investment
HRworks is a leading
HCM cloud-native software
provider to SMEs in the
DACH region.
Lead Manager
APEO’s Investment
9.0m
Investment Year
2023
Size at Entry
Mid-market (<€1bn EV)
Geographic Focus
Germany
Sectors
Technology
Company Overview
Founded in 1998, HRworks is a leading HCM cloud-native software provider
to small- and medium-sized companies (SMEs”) in the DACH region.
The company’s products cover a broad range of relevant HCM modules,
e.g. expense management, time management, employee administration,
talent management and recruiting software.
The company is primarily focused on German SMEs with 50-249 full-time
employees. This market still offers material white space with just 30% of the
firms in this segment utilising an HR software suite.
Maguar Capital first invested in HRworks in 2020 and have seen impressive
growth of +27% revenue compound annual growth rate. This is materially
ahead of initial expectations and so to support the company’s next phase
of growth, Maguar launched a continuation investment vehicle, allowing the
opportunity for APEO and other new investors to participate in the business.
The Opportunity
abrdn Private Equity originally invested in HRworks alongside Maguar Capital
in 2020. Since then, our view on the key attractions of this market and
HRworks’ positioning within it have been validated and even enhanced.
The company has provided consistent month-on-month growth with strong
customer retention. The fundamentals of the business are best-in-class,
with strong quality of earnings, high cash generation and excellent margins.
The white space in Germany alone provides ample opportunity for HRworks
to achieve its plan over the next five years.
Going forward the business will increase its marketing/sales focus within
existing geographies and modularise its software. There is an opportunity to
increase penetration of its existing client base with a broader product offering.
The company completed its first small acquisition in September 2022. There
is significant potential for organic growth to be supplemented by inorganic
activity. Add-ons could complement the current HCM suite (e.g. recruitment,
HR analytics and organisational management) and/or help to expand in
selected adjacencies (e.g. legal compliance, document management
and e-signature).
When the time eventually arrives to exit the investment, its strategic nature
means that HRworks will be attractive to both trade buyers and large
financial buyers with a software focus.
Direct Investments
During the 12-month period, APEO
invested and committed £22.6 million
into three new direct investments and
two follow-on investments in existing
direct investments (2021: £66.1 million
into nine new direct investments and
one follow-on investment).
As a reminder, direct investments
were introduced to APEO’s investment
objective in 2019 and bring a number
of advantages, most notably greater
control over portfolio construction
and lower associated costs (and
therefore higher return potential).
Over the medium term the Manager
expects direct investments to equate
to around 25% of the portfolio. At
30 September 2023 there were 26
direct investments in APEO’s portfolio,
equating to 19.4% of NAV.
Investment £m Description
HRworks 7.7 HRworks is a Human Capital Management
(“HCM”) software suite provider to small to
medium-sized enterprises in the DACH region.
See Case Study for further information.
Undisclosed
business
5.3 Investment into a European-headquartered
technology business in the healthcare sector,
the details of which remain undisclosed due
to confidentiality restrictions at this time.
Undisclosed
business
4.0 Investment into a US-headquartered consumer
business alongside one of APEO’s core private
equity managers, the details of which remain
undisclosed due to confidentiality restrictions.
Funecap
(follow-on
investment)
3.0 Additional commitment provided to Funecap
alongside Latour Capital as part of a shareholder
reorganisation following a period of strong growth
at the business. The additional capital will also be
used to support future growth initiatives.
European
Camping
Group (follow-
on investment)
2.6 Additional investment made into European
Camping Group in order to fund the
strategic acquisition of Vacanceselect, a
French headquartered peer in the outdoor
accommodation market which, similar to
European Camping Group, has campsites across
Europe including France, Italy, Spain and Croatia.
Fund Secondaries
During the 12-month period, APEO
invested and committed £4.6 million
into one secondary transaction (2022:
£17.2 million into two secondaries).
Investment £m Description
Capiton
Quantum
4.6 Through APEO’s existing commitment to Capiton
V, APEO rolled its position of €4.5 million in two
underlying private companies into the Capiton
Quantum continuation fund, with an additional
top-up commitment of €0.7 million also provided
for additional M&A opportunities.
Investment Manager’s Review continued
41 42
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Sector Exposure
1
1 Based on the latest available information from underlying managers. Figures represent percentage of total value of underlying portfolio company exposure.
At 30 September 2023 Information Technology and
Healthcare represented a combined 41% of the portfolio
(2022: 41%). When combined with Consumer Staples,
these more stable, less cyclical sectors equate to over
half of APEO’s portfolio (2022: 52%). The other half of the
portfolio is exposed to sectors that are typically more
cyclical, notably Industrials, Consumer Discretionary and
Financials. That said, there are sub-sectors within these
areas that provide growth opportunities, such as Fintech
and B2B Services, where businesses often have a valuable
product or an essential service offering with a strong digital
component. Some examples within our top 20 companies
by underlying portfolio company exposure include ACT
(Environmental Services), Funecap (Funeral Services),
CFC (Specialist Insurance) and Planet (Payments).
Investment Manager’s Review continued
Industrials
19%
Information
Technology
22%
Materials
4%
Healthcare
19%
Consumer Discretionary
14%
Consumer Staples
10%
Financials
9%
Utilities
1%
Communication Services
1%
Energy
1%
Portfolio Construction
The underlying portfolio consists of over 700 separate portfolio companies, largely within the European mid-market and
spread across different countries, sectors and vintages. At 30 September 2023, 12 companies equated to more than 1%
of portfolio NAV, with the largest single underlying company exposure equating to 2.1% (Action).
Geographic Exposure
1
Benelux
7%
Germany
13%
Nordic
14%
Switzerland
1%
France
13%
Spain
4%
Italy
3%
United Kingdom
15%
North America
24%
1 Based on the latest available information from underlying managers. Figures represent percentage of total value of underlying portfolio company exposure.
Geographic exposure is defined as the geographic region where underlying portfolio companies are headquartered. In addition to the above, 5% of underlying
portfolio companies are based in European countries not separately disclosed above, while 1% are based in countries outside of Europe, excluding North America.
We believe that the portfolio is well diversified and positions
APEO well as we continue to navigate this challenging
macroeconomic environment. At 30 September 2023,
75% of underlying portfolio companies were headquartered
in Europe (2022: 76%). APEO’s underlying portfolio remains
largely positioned to North Western Europe, with only 7%
of underlying portfolio company exposure in Italy and
Spain (2022: 6%). APEO is well diversified by region across
North Western Europe, with the UK having the largest
exposure at 15% (2022: UK 17%). North America equates
to 24% of the total (2022: 23%).
43 44
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Investment Manager’s Review continued
in M&A. An increase in activity will, in turn, drive an uptick
in portfolio company exits and distributions to APEO,
especially given 49% of the underlying portfolio has been
held for four years or more and should, in theory, be ripe for
exit. As well as returning cash to APEO, distributions usually
help drive additional NAV growth, given private equity
firms tend to sell underlying companies at an uplift to their
unrealised valuations two quarters prior.
More broadly, companies continue to stay private for
longer and the governance model of private equity,
through majority control and active ownership, provides
the opportunity for hands-on value creation and for
decisions to be taken more efficiently and effectively in
response to changing market circumstances. The private
equity firms that APEO partners with today are more
sector specialised and have deeper value creation toolkits
compared to, for example, before the global financial crisis.
These firms are not reliant on low interest rates and
financial engineering to create investment returns.
We believe that private equity is a long-term asset class,
and we expect it to continue to deliver outperformance
on both absolute and relative bases. Whilst current
headwinds are unlikely to fully abate in the next 12 months,
we take comfort in the private equity governance model,
the quality of APEO’s current portfolio and its set of core
managers, and the opportunity to make attractive new
investments during this period of relative uncertainty.
Alan Gauld
Lead Investment Manager and Senior Investment Director
for abrdn Capital Partners LLP
30 January 2024
Maturity Analysis
1,2
10%
1.0x
27%
2.6x
10%
2.0x
2.1x
12%
17%
1.4x
24%
1.4x
Holding period
1 year
2 years
3 years
4 years
5 years
>5 years
1 Based on the latest available information from underlying managers.
Figures represent % of total value of underlying portfolio company exposure.
2 The holding period is the length of time that an underlying portfolio company
has been held since its initial investment date by the Company.
A large proportion of the portfolio is reaching maturity,
with 49% being in vintages of four years and older (2022:
47%). This should underpin consistent distribution activity
moving forward, once private equity market activity starts
to increase.
Outlook
APEO is over two decades old and has remained
consistently focused on partnering with a small group
of leading private equity managers, principally in the
European mid-market. We do not foresee a material
change in the Company’s investment strategy as we
move forward. However, we do expect “direct investment”,
i.e. co-investments and single-asset secondaries, to
continue to increase as a proportion of the portfolio and
bring a number of benefits with it, not least lower costs and
therefore the potential for higher returns.
In terms of the broader private activity market, we are
not planning for an immediate uplift in deal activity as we
move into 2024, despite some encouraging noises in the
industry about the potential for a pick-up in levels. The
uncertain financial market backdrop caused by the sharp
increases in both inflation and interest rates has impacted
both buyers and sellers’ willingness to transact in the short
term. Furthermore, availability and pricing of debt to
finance new transactions will continue to be a challenge.
2023 was a tough year for private equity deal activity and
whilst we can definitely see a scenario where deal volumes
materially pick up in 2024, we continue to plan with caution.
APEO distributions held up well in 2023 given these
headwinds and we do not currently expect the next
12 months to show a material increase in cash being
returned to APEO. Even if we see an increase in deal activity
in 2024, it will take time for portfolio exits to translate into
distributions to APEO, due to the lag between transaction
signing and closing.
For the same reason, we also expect drawdowns to
fall next year, with fewer new transactions being struck
in 2023 and the use of credit facilities by underlying
fund investments creating a lag between deals being
completed and cash being drawn from the Company.
APEO has a strong balance sheet position and, as
Manager, we always feel it’s important to “plan for the
worst” regarding the use of the Company’s resources.
Therefore, we will remain disciplined in the year ahead in
terms of deploying APEO’s cash into new opportunities.
That said, market uncertainty and volatility does provide
a silver lining around the attractiveness of new investment
opportunities. These periods tend to present differentiated
opportunities such as corporate carve outs and public
to private transactions, and family owners of attractive
businesses can often be more willing to sell long-held
assets for liquidity or portfolio reasons. Furthermore, entry
multiples tend to be lower during these periods, compared
to long-term averages. The aftermath of the dot com
bubble and the global financial crisis are good examples of
private equity’s ability to take advantage of these periods of
uncertainty and generate strong investment performance.
APEO’s underlying portfolio has illustrated its resilience
in the current backdrop, and we expect it to continue to
demonstrate this going forward, given the quality of the
portfolio, with many market-leading underlying companies
offering mission critical, non-discretionary products and/or
services. However, we are cognisant that sharp rises in both
inflation and interest rates mean that portfolio companies
will need to pass through pricing increases and manage
their operations efficiently in order to maintain current
margin levels and cash flows.
Whilst we are planning for market headwinds to continue
in the short-term, our longer-term outlook on private equity
and APEO remains bullish. In terms of deal activity levels,
the record levels of capital raised by the industry (so called
dry powder”) will need to be deployed over the next few
years, which will help drive a convergence between buyer
and seller pricing expectations and an eventual upturn
45 46
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Ten Largest Investments
2
3.8%
of NAV
(30 September
2022: 3.8%)
Fund Size: €16.4bn
Strategy: Mid to large buyouts
EV of investments: €500m-€5bn
Geography: Europe and North America
Website: www.cvc.com
Undertakes medium- and large-sized buyout transactions across a range of industries
and geographies.
CVC Capital Partners VII 30/09/23 30/09/22
Value (£’000) 44,945 44,399
Cost (£000) 24,898 24,862
Commitment (€’000) 35,000 35,000
Amount funded 97.2% 84.1%
Income (£’000)* 9 50
3
3.2%
of NAV
(30 September
2022: 3.1%)
Fund Size: €4.3bn
Strategy: Mid to large buyouts
EV of investments: €200-800m
Geography: Northern Europe
(Global in Healthcare)
Website: www.nordiccapital.com
Invests in medium- to large-sized buyout deals in Northern Europe, through five dedicated sector
teams, with the ability to invest in healthcare on a global basis.
Nordic Capital Fund IX 30/09/23 30/09/22
Value (£’000) 37,762 35,841
Cost (£000) 23,403 22,355
Commitment (€’000) 30,000 30,000
Amount funded 100.0% 89.0%
Income (£’000)
1
3.8%
of NAV
(30 September
2022: 4.5%)
Fund Size: €13.0bn
Strategy: Mid to large buyouts
EV of investments: $200m-$3bn
Geography: Global with a focus on
Europe and North America
Website: www.adventinternational.com
Invests in attractive niches within Business and Financial Services, Healthcare, Industrial,
Retail and Technology sectors.
Advent International Global Private Equity VIII 30/09/23 30/09/22
Value (£’000) 45,051 52,171
Cost (£000) 27,671 31,652
Commitment (€’000) 45,000 45,000
Amount funded 100.0% 100.0%
Income (£’000)
5
2.9%
of NAV
(30 September
2022: 3.3%)
Fund Size: €1.9bn
Strategy: Mid-market buyouts
EV of investments: €100-500m
Geography: Northern Europe
Website: www.ikinvest.com
Invests in growth strategies supporting business transformation. Unique Northern Continental
European footprint.
IK Fund VIII 30/09/23 30/09/22
Value (£’000) 35,090 38,225
Cost (£000) 19,371 22,947
Commitment (€’000) 46,000 46,000
Amount funded 94.7% 94.7%
Income (£’000)* 558 4
4
3.1%
of NAV
(30 September
2022: 3.2%)
Fund Size: $125m
Strategy: Various
EV of investments: $500m-$5bn
Geography: Europe and North America
Website: N/A
A diversified secondary transaction comprising large cap buyout funds in Europe and the US.
Structured Solutions IV Primary Holdings 30/09/23 30/09/22
Value (£’000) 36,687 36,504
Cost (£000) 31,066 27,594
Commitment ($’000) 62,500 62,500
Amount funded 72.0% 62.9%
Income (£’000)
10
2.3%
of NAV
(30 September
2022: 2.7%)
Fund Size: $17.5bn
Strategy: Mid to large buyouts
EV of investments: $200m-$3bn
Geography: Primarily Europe and North America
Website: www.adventinternational.com
Targets high growth, international expansion and strategic restructuring opportunities in five core
sectors: Business and Financial Services; Healthcare; Industrial and Energy; Retail, Consumer and
Leisure; and Technology.
Advent International Global Private Equity IX 30/09/23 30/09/22
Value (£’000) 27,262 31,000
Cost (£000) 19,794 18,401
Commitment (€’000) 25,000 25,000
Amount funded 94.1% 87.3%
Income (£’000)
6
2.9%
of NAV
(30 September
2022: 3.2%)
Fund Size: €2.1bn
Strategy: Mid-market buyouts
EV of investments: €50-500m
Geography: Northern Europe
Website: www.altor.com
Focuses on investing in and developing medium-sized companies with a Nordic origin that
offer potential for value creation through revenue growth, margin expansion, improved capital
management and strategic re-positioning.
Altor Fund IV 30/09/23 30/09/22
Value (£’000) 34,954 37,158
Cost (£000) 29,206 27,886
Commitment (€’000) 55,000 55,000
Amount funded 76.0% 73.2%
Income (£’000)* 847
9
2.5%
of NAV
(30 September
2022: 2.1%)
Fund Size: €5.1bn
Strategy: Upper Mid-market buyouts
EV of investments: €300m€1.2bn
Geography: Western Europe
Website: www.paipartners.com
Targets upper mid-market businesses in Western Europe, with a particular focus on continental
Europe. Typically invests in market leaders across Food and Consumer Goods, Healthcare,
Business Services, and Industrials sectors.
PAI Europe VII 30/09/23 30/09/22
Value (£’000) 29,681 24,801
Cost (£000) 22,789 19,402
Commitment (€’000) 30,000 30,000
Amount funded 86.5% 73.5%
Income (£’000) -
8
2.5%
of NAV
(30 September
2022: 3.0%)
Fund Size: £1.0bn
Strategy: Mid-market buyouts
EV of investments: £75-350m
Geography: UK
Website: www.exponentpe.com
Invests in medium- to large-sized buyout deals in Northern Europe, through five dedicated sector
teams, with the ability to invest in healthcare on a global basis.
Exponent Private Equity Partners III, LP. 30/09/22 30/09/21
Value (£’000) 30,273 34,963
Cost (£000) 21,232 22,749
Commitment (£’000) 28,000 28,000
Amount funded 100.0% 87.5%
Income (£’000)* 1,566 411
7
2.9%
of NAV
(30 September
2022: 2.5%)
Fund Size: €5.8bn
Strategy: Mid-market buyouts
EV of investments: €200m-€1bn
Geography: Europe
Website: www.bridgepoint.eu
A leading mid-market focused private equity firm targeting buyout investments in European
companies with strong market positions and earnings growth potential across six core sectors.
Bridgepoint Europe VI 30/09/23 30/09/22
Value (£’000) 34,488 28,650
Cost (£000) 23,707 20,118
Commitment (’000) 30,000 30,000
Amount funded 94.4% 79.7%
Income (£’000)* 55
Notes:
Performance information has been prepared by APEO and has not been approved by the General Partners of the funds or any of their Associates.
* Income figures are for the year ended 30 September 2023 and 30 September 2022 respectively.
47 48
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Ten Largest Underlying Private Companies
1
2.2%
of NAV
Sector: Consumer Staples
Location: Netherlands
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: 3i 2020 Co-investment 1 SCSp
Company Website: www.action.nl
Since its establishment in 1993, Benelux-based Action has grown into
the leading non-food discount retailer in the region with more than
2,100 stores and over 65,000 employees.
3
1.7%
of NAV
Sector: Industrials
Location: Netherlands
Year of Investment: 2021
Private Fund Manager: Bridgepoint Capital
Investments: Arbor Co-Investment LP/
Bridgepoint Europe VI
Website: www.actcommodities.com
ACT is the leading global provider of market-based sustainability
solutions. It is headquartered in the Netherlands but operates from a
global platform, and is the largest specialist intermediary in the global
environmental certificate sector. ACT acts as an intermediary between
corporates seeking to purchase certificates and suppliers with whom
it has entrenched relationships. It also provides advisory services,
helping clients to navigate this rapidly evolving market and meet
their environmental goals.
2
1.8%
of NAV
Sector: Consumer Discretionary
Location: France
Year of Investment: 2021
Private Equity Manager: PAI Partners
Investments: ECG Co-invest SLP/PAI Europe VII/
PAI Europe VIII/ECG 2 Co-invest SLP
Company Website:
www.europeancampinggroup.com
European Camping Group (ECG”) is a leading outdoor
accommodation operator in Europe. At acquisition, ECG operated a
fleet of 21,000 high-quality holiday lets across over 300 European sites.
It operates under a number of strong brands, including Eurocamp
and Homair.
Largest Ten Underlying Private Companies at 30 September 2023
1,2
The below represents the ten largest underlying private companies which are indirectly held through the Company’s
fund investments and/or co-investments.
5
1.4%
of NAV
Sector: Consumer Staples
Location: Spain
Year of Investment: 2022
Private Equity Manager: PAI Partners
Investments: Uvesco Co-Invest SCSp/
PAI Mid-Market I
Company Website: www.uvesco.es
Uvesco is a leading food retailer in the North of Spain with a growing
presence in Madrid. The company follows a differentiated model based
on proximity stores and a high-quality offering, including a significant
fresh product component that is locally sourced and sold through its
network of over 270 stores across six regions.
4
1.6%
of NAV
Sector: Information Technology
Location: UK
Year of Investment: 2018
Private Equity Manager: HgCapital
Investments: HgCapital 8
Company Website: www.theaccessgroup.com
Founded in 1991, the Access Group (Access”) is a leading UK mid-
market ERP business, providing financial management systems and
human capital management software, as well as industry specific
software solutions. Access’ software helps over 75,000 customers
across commercial and not-for-profit organisations to work efficiently,
with expertise across numerous industries.
8
1.2%
of NAV
Sector: Financials
Location: United Kingdom
Year of Investment: 2022
Private Equity Manager: Vitruvian Partners
Investments: CFC Continuation Fund/Vitruvian IV
Company Website: www.cfc.com
CFC is a technology-led vertically integrated insurance platform,
focusing on the highest growth most attractive risk categories in their
markets. CFC is a global market leader in Cyber insurance, particularly
to SMEs, given its early mover advantage in the Cyber space through
product innovation.
10
1.1%
of NAV
Sector: Industrials
Location: France
Year of Investment: 2021
Private Equity Manager: Latour Capital
Investments: Latour Co-invest Funecap/
Latour Co-invest Funecap II/Latour IV
Company Website: www.funecap.group
Founded in 2010 by Thierry Gisserot and Xavier Thoumieux, Funecap is
the number two vertically-integrated funeral services and crematoria
provider in France.
9
1.1%
of NAV
Sector: Industrials
Location: Sweden
Year of Investment: 2018
Private Equity Manager: Altor Equity Partners
Investment: Altor Fund IV
Company Website www.trioworld.com
Trioworld (formerly Trioplast) offers innovative and sustainable,
high-performance polyethylene and polypropylene film solutions for
consumer and industrial packaging, transport packaging, agriculture,
hygiene and medical technology. The company was founded in 1965
in Smalandsstenar, Sweden.
1 All percentage of NAV figures are based on gross valuations, before any carry provision.
2 Based on latest available information.
6
1.4%
of NAV
Sector: Healthcare
Location: United States
Year of Investment: 2020
Private Fund Manager: ArchiMed SaS
Investment: MPI-COI-NAMSA SLP
Company Website: www.namsa.com
NAMSA is the global industry leading contract research organisation for
preclinical and clinical medical device companies, and a global market
leader in preclinical and biocompatability testing.
7
1.3%
of NAV
Sector: Consumer Discretionary
Location: United Kingdom
Year of Investment: 2019
Private Equity Manager: PAI Partners
Investments: PAI Strategic Partnerships SCSp/PAI
Europe VII
Company Website: www.froneri.com
Froneri is a global ice cream manufacturer, and largest pure-play
ice-cream manufacturer globally, benefitting from market-leading
positioning in both branded and private label ice cream. It was formed
as a joint venture between R&R Ice cream plc and Nestlé in 2016.
49 50
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Investment Portfolio
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2016 Advent International Global Private Equity VIII 27 27,671 45,051 2.1x 3.8
2017 CVC Capital Partners VII 31 2,582 24,898 44,945 1.9x 3.8
2018 Nordic Capital Fund IX 13 7,800 23,403 37,762 1.7x 3.2
2021 Structured Solutions IV Primary Holdings* 53 14,328 31,066 36,687 1.3x 3.1
2016 IK Fund VIII 11 2,125 19,371 35,090 1.9x 2.9
2014 Altor Fund IV 16 11,465 29,206 34,954 1.7x 2.9
2018 Bridgepoint Europe VI 17 1,455 23,707 34,488 1.5x 2.9
2015 Exponent Private Equity Partners III, LP. 10 3,034 21,232 30,273 1.9x 2.5
2018 PAI Europe VII 18 5,321 22,789 29,681 1.5x 2.5
2019 Advent International Global Private Equity IX 37 1,292 19,794 27,262 1.4x 2.3
2016 Sixth Cinven Fund 14 2,559 16,079 27,230 2.0x 2.3
2019 Altor Fund V 18 14,101 23,069 26,706 1.3x 2.2
2018 Triton Fund V 18 10,497 15,632 26,375 1.5x 2.2
2020 3i 2020 Co-investment 1 SCSp
3,4
1 6,380 26,160 3.5x 2.2
2017 HgCapital 8 7 2,269 7,528 25,369 2.8x 2.1
2014 CVC VI 22 2,293 14,043 22,470 2.2x 1.9
2020 Nordic Capital X 16 4,740 16,856 22,334 1.3x 1.9
2019 Investindustrial VII 12 6,823 15,316 21,760 1.4x 1.8
2019 Cinven 7 17 3,724 17,827 21,523 1.2x 1.8
2018 MSouth Equity Partners IV 13 1,604 15,456 20,669 1.4x 1.7
2020 Vitruvian IV 28 4,135 17,192 20,492 1.2x 1.7
2013 TowerBrook Investors IV 10 10,915 13,329 20,440 2.3x 1.7
2014 Permira V 12 730 9,832 19,766 3.5x 1.7
2019 IK IX 14 3,832 17,658 19,689 1.1x 1.6
2019 American Industrial Partners VII 13 4,766 12,999 19,626 1.6x 1.6
2021 Arbor Co-Investment LP
3
1 8,374 17,296 2.1x 1.4
2015 Bridgepoint Europe V 9 2,521 13,159 17,123 2.0x 1.4
2020 MPI-COI-NAMSA SLP
3
1 1,896 5,562 16,723 2.6x 1.4
2014 PAI Europe VI 12 1,774 9,371 16,652 1.9x 1.4
2020 Capiton VI 10 7,236 9,979 16,280 1.6x 1.4
2021 IK Partnership II 5 6,935 14,829 16,083 1.1x 1.3
2015 Equistone Partners Europe Fund V 10 2,035 16,476 13,839 1.6x 1.2
2022 Uvesco Co-invest
3
1 2,212 6,268 13,797 2.0x 1.2
2021 Excellere Partners Fund IV 4 15,982 12,470 13,762 1.1x 1.2
2018 Investindustrial Growth 3 5,922 11,669 13,685 2.3x 1.1
2021 ECG Co-invest SLP
3
1 247 6,663 13,263 2.0x 1.1
2020 Seidler Equity Partners VII L.P. 7 1,749 12,425 13,114 1.1x 1.1
2020 Hg Genesis 9 12 3,033 9,872 12,898 1.3x 1.1
2019 PAI Strategic Partnerships SCSp 2 121 6,659 12,540 1.9x 1.0
2020 Hg Saturn 2 7 3,507 8,584 11,862 1.3x 1.0
2013 Nordic Capital VIII 11 3,495 17,311 11,806 1.5x 1.0
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2021 Advent Technology II-A 11 16,388 9,394 11,627 1.2x 1.0
2021 MI NGE S.L.P.
3
1 837 8,153 11,447 1.4x 1.0
2021 MPI-COI-PROLLENIUM SLP
3
1 1,417 7,147 11,256 1.6x 0.9
2020 PAI Mid-Market I 7 12,622 8,988 11,075 1.2x 0.9
2017 Onex Partners IV LP 7 1,046 10,259 10,810 1.4x 0.9
2019 Great Hill Partners VII 18 813 8,012 10,506 1.5x 0.9
2021 Hg Isaac Co-Invest LP
3
1 41 7,571 10,453 1.4x 0.9
2020 Triton Smaller Mid-Cap Fund II 8 11,555 9,963 10,176 1.0x 0.9
2019 Vitruvian I CF LP 5 8,077 7,828 10,125 1.3x 0.8
2020 Vitruvian III 30 1,089 5,312 9,652 2.1x 0.8
2021 Eurazeo Payment Luxembourg Fund SCSp
3
1 1,090 7,798 9,646 1.2x 0.8
2021 Capiton VI Wundex Co-Investment
3
1 3,199 5,378 9,226 1.7x 0.8
2021 Hg Riley Co-Invest LP
3
1 6,836 8,958 1.3x 0.7
2021 IK Co-invest Questel
3
1 8,658 8,957 1.0x 0.7
2022 Hg Saturn 3 2 19,818 8,681 8,923 1.0x 0.7
2016 Astorg VI 5 1,595 205 8,646 1.7x 0.7
2020 Hg Mercury 3 11 4,715 5,959 8,240 1.3x 0.7
2021 CDL Coinvestment SPV
3
1 5,294 7,938 1.5x 0.7
2021 WindRose Health Investors Fund VI 5 9,631 6,962 7,671 1.1x 0.6
2020 Hg Vardos Co-invest L.P.
3
1 4,244 7,589 1.8x 0.6
2021 Bengal Co-Invest SCSp
3
1 2,521 6,198 7,550 1.2x 0.6
2022 Advent International Global Private Equity X 12 18,130 7,970 7,401 0.9x 0.6
2021 MPI-COI-SUAN SLP
3
1 37 6,402 7,073 1.1x 0.6
2021 Latour Co-invest Funecap*
,3
1 4,287 6,908 1.5x 0.6
2021 VIP SIV I LP3 1 4,781 4,219 6,705 1.6x 0.6
2019 Alphaone International S.à.r.l.
3
1 1,720 3,522 6,481 1.8x 0.5
2023 Maguar Continuation Fund I GmbH & Co. KG
3
1 1,210 6,505 6,459 1.0x 0.5
2021 Permira Growth Opportunities II 11 19,973 9,037 5,904 0.7x 0.5
2015 Nordic Capital VII 7 1,580 10,998 5,870 1.4x 0.5
2023 One Peak Co-invest III LP
3
1 5,277 5,193 1.0x 0.4
2021 bd-capital Partners Chase
3
1 4,279 5,077 1.2x 0.4
2022 Hg Genesis 10 2 21,406 4,610 4,954 1.1x 0.4
2021 Nordic Capital Evolution Fund 8 21,378 4,661 4,925 1.1x 0.4
2023 Capiton Quantum GmbH & Co 2 732 3,857 4,850 1.3x 0.4
2022 Leviathan Holdings, L.P.
3
1 4,103 4,637 1.1x 0.4
2012 Equistone Partners Europe Fund IV 6 493 8,762 4,427 2.1x 0.4
2019 ASI Omega Holdco Limited
3
1 18 4,259 4,096 1.0x 0.3
2021 Nordic Capital WH1 Beta, L.P.
3
1 511 3,192 3,896 1.1x 0.3
2022 ArchiMed – Med Platform 2 2 22,133 3,747 3,725 1.0x 0.3
2015 Capiton V 9 228 7,262 3,283 0.8x 0.3
2022 AV Invest B3*
,3
1 312 4,789 3,040 0.6x 0.3
51 52
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Investment Portfolio continued
Vintage Investment
Number of
investments
Outstanding
commitments
£’000
Cost
£’000
Valuation
£’000
1
Net
multiple
2
% of
NAV
2023 Latour Co-invest Funecap II*
,3
1 2,952 2,908 1.0x 0.2
2012 Advent International Global Private Equity VII 18 824 5,149 2,856 2.1x 0.2
2021 Great Hill Equity Partners VIII 5 12,973 3,349 2,560 0.8x 0.2
2012 IK Fund VII 2 1,734 5,871 2,427 2.1x 0.2
2021 ArchiMed III 5 10,448 2,573 2,195 0.9x 0.2
2001 CVC III* 1 426 4,283 2,101 2.7x 0.2
2022 Nordic Capital Fund XI 4 23,389 2,615 1,989 0.8x 0.2
2023 ECG 2 Co-Invest S.L.P.
3
1 900 1,753 1,973 1.1x 0.2
2013 Bridgepoint Europe IV 5 785 2,920 1,764 1.6x 0.1
2011 American Industrial Partners V 7 33 1,313 1,573 1.4x 0.1
2011 Montagu IV 4 667 4,771 1,510 1.8x 0.1
2022 One Peak Growth III 6 10,997 2,032 1,447 0.7x 0.1
2022 Investindustrial Growth III 1 24,938 1,112 894 0.8x 0.1
2008 CVC V* 2 433 4,310 802 2.4x 0.1
2023 Vitruvian V 1 24,973 1,039 716 0.7x 0.1
2019 Gilde Buy-Out Fund IV 1 2,262 518 1.2x 0.0
2006 3i Eurofund V 0 9,282 381 2.7x 0.0
2022 PAI Europe VIII 4 25,509 508 224 0.4x 0.0
2022 Latour Capital IV 1 25,320 715 129 0.2x 0.0
2007 Industri Kapital 2007 Fund 0 1,506 5,545 72 1.4x 0.0
2023 Hg Mercury 4 1 25,851 172 25 0.1x 0.0
2009 Capiton IV GmbH & Co. Beteiligungs KG 5 147 241 16 1.1x 0.0
2022 Altor Fund VI 4 25,656 371 15 0.0x 0.0
2023 Montefiore Expansion I 0 8,648 26 0.0x 0.0
2023 Montefiore Investment VI 0 17,297 51 0.0x 0.0
2023 Seidler Equity Partners VIII, L.P. 0 16,386 0.0x 0.0
Total investments
5
812 651,991 957,797 1,261,995 105.2
Non-portfolio assets less liabilities (66,352) (5.2)
Total shareholders’ funds 1,195,643 100.0
1. All funds are valued by the manager of the relevant fund or co-investment as at 30 September 2023, with the exception of those funds suffixed with an * which were
valued as at 30 June 2023 or initial funding amount paid.
2. The net multiple has been calculated by the Manager in sterling on the basis of the total realised and unrealised return for the interest held in each fund and
co-investments. These figures have not been reviewed or approved by the relevant fund or its manager.
3. Co-investment position.
4. Formerly known as 3i Venice SCSp.
5. The 812 underlying investments represent holdings in 720 separate underlying portfolio companies, as well as 44 underlying fund investments and 9 underlying
co-investments which are indirectly held by the Company through its Investment Portfolio.
Top 30 Underlying Private Company Investments
at 30 September 2023
Entity+A4:B11 Description Fund/Co-investment
Year of
Investment
1
% of
NAV
2
Action Non-food discount retailer 3i 2020 Co-Investment 1 SCSp 2011 2.2%
ECG European leader in outdoor
accommodation market
ECG Co-invest SLP/PAI Europe VII/
PAI Europe VIII/ECG 2 Co-invest SLP
2021 1.8%
ACT Leading global provider of market-based
sustainability solutions
Arbor Co-Investment LP/
Bridgepoint Europe VI
2021 1.7%
Access
Group
Enterprise Resource Planning (ERP)
software business
HgCapital 8/Hg Saturn 3 2018 1.6%
Uvesco Leading Spanish regional grocer Uvesco Co-invest/PAI Mid-Market I 2022 1.4%
NAMSA Provider of medical devices MPI-COI-NAMSA SLP 2020 1.4%
Froneri Ice cream manufacturer for take home
and private label segments
PAI Strategic Partnerships SCSp/
PAI Europe VII
2019 1.3%
CFC
Underwriting
Global leader in the cyber insurance
market
CFC Continuation Fund/Vitruvian IV 2022 1.2%
Trioworld Manufacturer of sustainable
polyethylene film
Altor Fund IV 2018 1.1%
Funecap Operator of funeral infrastructures and
services
Latour Co-invest Funecap/
Latour Co-invest Funecap II/Latour IV
2021 1.1%
Mademoiselle
Desserts
Dessert and confectionery producer Alphaone International S.r.l./IK Fund VIII 2018 1.1%
CDL Providing support to the medical
profession through advanced diagnostics
CDL Coinvestment SPV/
Excellere Partners Fund IV
2021 1.1%
Questel IP management company IK Co-invest Questel/IK IX 2020 1.0%
Planet Leading provider of integrated payment
solutions for hospitality and retail
Eurazeo Payment Luxembourg Fund SCSp 2021 1.0%
Insight
software
Financial reporting and enterprise
performance management software
provider
Hg Isaac Co-Invest LP/Hg Saturn 2 2021 1.0%
Undisclosed
3
Medical aesthetics company MPI-COI-PROLLENIUM SLP 2021 0.9%
Visma Provider of business-critical software to
Small- to Medium-sized Enterprises (“SMEs”)
Visma/Hg Saturn 2/Montagu IV 2014 0.9%
Groupe NGE Independent public works concessions
group
MI NGE S.L.P. 2021 0.9%
Undisclosed
3
Software provider to automotive collision
repairers, parts suppliers and insurers
Advent International Global Private Equity VIII 2017 0.9%
Wundex Home care provider Capiton VI Wundex Co-Investment/Capiton VI 2021 0.9%
Riskalyze Risk tolerance software for the wealth
management industry
Hg Riley Co-Invest LP/Hg Mercury 3 2021 0.9%
Undisclosed
3
Space conglomerate Advent International Global Private Equity X 2023 0.8%
R1 RCM Healthcare revenue services TowerBrook Investors IV 2016 0.8%
Norican Metallic parts formation and preparation
industry
Altor Fund IV 2015 0.8%
Tropicana Non-alcoholic beverages Bengal Co-Invest SCSp/PAI Europe VII 2022 0.8%
Infradata Cyber security and secure networking
solutions
IK Fund VIII 2019 0.7%
Undisclosed
3
Global top-three pure player in
engineering materials
Advent International Global Private Equity X 2023 0.7%
Aspia Leader within accounting, payroll,
tax and related services in Sweden
IK Fund VIII 2018 0.7%
Undisclosed
3
Generics pharmaceutical company Advent International Global Private Equity VIII 2018 0.7%
Litera Provider of legal technology solutions HgCapital 8/Hg Genesis 9 2019 0.7%
1 Year of investment is disclosed as the first year of investment by a portfolio investment.
2 All percentage of NAV figures are based on gross valuations, before any carry provision.
3 Due to disclosure restrictions associated with our holding in the associated fund or co-investment, we are unable to name the underlying private company.
53 54
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Stakeholder Engagement and Responsible Management
Section 172 Statement
The Board is required to describe how the Directors have
discharged their duties and responsibilities over the
course of the financial year following the guidelines set
out in the UK under section 172 (1) of the Companies Act
2006 (the “s172 Statement). This Statement, on pages
53 to 55, provides an explanation of how the Directors
have promoted the success of APEO for the benefit of its
shareholders as a whole, taking into account the likely
long-term consequences of decisions, the need to foster
relationships with all stakeholders and the impact of
APEO’s operations on the environment.
Stakeholders
APEO is an investment trust and is externally managed,
has no employees, and is overseen by an independent
non-executive Board of Directors. The Board makes
decisions to promote the success of APEO for the benefit
of the shareholders as a whole, with the ultimate aim of
delivering its investment objective to achieve long-term
total returns.
The Directors set APEO’s investment mandate, monitor
the performance of all service providers (including the
Manager), and are responsible for reviewing strategy on
a regular basis. All this is done with the aim of preserving
and enhancing shareholder value over the longer term.
The following section discusses how the actions taken by
the Board work towards ensuring that the interests of all
stakeholders are appropriately considered. In line with
the Financial Reporting Council (“FRC”) Guidance, this
statement focuses on stakeholders that are considered
key to APEO’s business and does not therefore cover
every one of APEO’s stakeholders.
Shareholders
The Board is committed to maintaining open channels
of communication and engaging with shareholders. The
Board seeks shareholder feedback in order to ensure that
decisions are taken with the views of shareholders in mind.
These shareholder communications include:
Annual General Meeting
The AGM provides an opportunity for the Directors to
engage with shareholders, answer their questions and
meet them informally. At the AGM there is typically a
presentation on APEO’s performance and the future
outlook as well as an opportunity to ask questions of the
Manager and Board. The Board has agreed to alternate
the location of the AGM between Edinburgh and London
and the next AGM will take place on 27 March 2024 in
London. The Board encourages shareholders to attend the
AGM, and for those unable to attend, to lodge their votes
by proxy on all of the resolutions put forward. For more
information on how to lodge proxy votes in advance of the
AGM, please see the How to Attend and Vote at Company
Meetings section on page118.
Shareholder Meetings
Unlike trading companies, shareholders in investment
companies often meet representatives of the Manager
rather than members of the Board. Feedback from the
Manager’s meetings with shareholders is provided to the
Board at every meeting. The Chair, Senior Independent
Director and other members of the Board are also
available to meet with shareholders to understand their
views at any time during the year.
Publications
APEO publishes a full annual report each year that contains
a strategic report, governance section, financial statements
and additional information. The report is available online
and in paper format. APEO also produces a half-yearly
report each year. The purpose of these reports is to
provide shareholders with a clear understanding of APEO’s
activities, portfolio, financial position and performance.
The Manager also publishes a Monthly Factsheet, and
a Monthly Net Asset Value Statement. The purpose of
these publications is to keep shareholders abreast of
APEO’s developments.
Investor Relations and Website
APEO subscribes to the Manager’s Investor Relations
programme. APEO’s website contains a range of
information and includes a full monthly portfolio
listing of APEO’s investments as well as podcasts and
presentations by the Manager. Details of financial results,
the investment process and Manager together with APEO
announcements and contact details can be found at:
abrdnpeot.co.uk.
Keeping in Touch
The Board encourages shareholder feedback and invites
shareholders to write to the Board at its registered office.
The Board has also set up an email account to encourage
shareholders to write directly to the Board. Shareholders
are invited to email any feedback or questions to the Board
at APEOT.Board@abrdn.com. Any questions received
will be replied to by either the Manager or Board via the
Company Secretary.
The Manager
The Manager’s performance is critical for APEO to
achieve its investment objective and the Board maintains
a close and constructive working relationship with the
Manager. The Board meets the Manager at formal Board
meetings at least four times per year and more regularly
as necessary. The Board Members also keep in touch with
the Manager informally throughout the year and receive
reports and updates as appropriate. During the year, the
Management Engagement Committee, on behalf of the
Board, reviewed the continued appointment of Manager,
and the terms of the Management Agreement, and
believes that the continued appointment of the Manager
is in the best interests of shareholders.
Suppliers
As an investment trust, APEO has outsourced its
entire operations to third-party suppliers. The Board is
responsible for selecting the most appropriate outsourced
service providers and, alongside the Investment Manager,
monitors their services to ensure a constructive working
relationship. The Board, through the Investment Manager,
maintains regular contact with its key suppliers, namely
the Company Secretary, the Administrator, the Registrar,
the Depositary and the Broker, and receives regular
reporting from them. The Board, via the Management
Engagement Committee, ensures that the arrangements
with service providers are reviewed at least annually. The
aim is to ensure that contractual arrangements remain
in line with best practice, services being offered meet the
requirements and needs of APEO, and performance is in
line with the expectations of the Board, Manager and other
relevant stakeholders. The Audit Committee considers the
internal controls at these service providers to ensure they
are fit for purpose.
Debt Providers
On behalf of the Board, the Manager maintains a
positive working relationship with RBS International,
Société Gérale and State Street Bank International, the
providers of APEO’s multi-currency revolving credit facility,
and provides regular updates on business activity and
compliance with its loan covenants.
Investment Managers, Funds and Companies
Responsibility for actively monitoring the activities of
investment managers, funds and companies, which make
up APEO’s portfolio, has been delegated by the Board to
the Manager.
On behalf of the Board and its stakeholders, the Manager
invests in a carefully selected range of private equity
managers, built from years of established relationships and
proprietary research. The Manager assesses all investment
opportunities and participates on the advisory boards of
some investments.
The Board is responsible for overseeing the work of the
Manager and this is not limited solely to the investment
performance of the investments. The Board also has
regard for environmental (including climate change),
social and governance matters that subsist within the
portfolio companies. Please see the Manager’s approach
to ESG on pages 27 to 30 for more details.
Principal Decisions
Pursuant to the Board’s aim of promoting APEO’s long-
term success, the Directors were particularly mindful of
stakeholder considerations when considering the following
items during the year ended 30 September 2023:
The Investment Manager’s Review on pages 31 to 44
details the key investment decisions taken during the
year. In the opinion of the Board, the performance of the
investment portfolio is the key factor in determining the
long-term success of APEO. Accordingly, at each Board
meeting the Directors discuss performance in detail with
the Investment Manager. As explained in more detail on
page 69, during the year the Management Engagement
Committee decided that the continuing appointment of
the Manager was in the best interests of shareholders.
As set out in the Chair’s Statement, the Board was
notified of abrdn plc’s intention to sell the abrdn Private
Equity business, including the Company’s Manager, to
Patria. On behalf of the Company’s shareholders, the
Board is undertaking diligence on Patria, its systems and
processes, and seeking assurance that the Manager
will continue to have sufficient skills and resources to
continue to manage the Company in accordance with
its investment policy and mandate. Diligence started
during the financial year, and has continued since then,
and the Board will update the market following its
conclusions in due course.
The level of dividend to be paid to shareholders was
carefully assessed during the financial year. The Board
is pleased to have paid four quarterly dividends of
4.0 pence per share making a total dividend for the year
to 30 September 2023 of 16.0 pence per share. This
represents a dividend yield of 3.6%, based on the APEO
share price at 30 September 2023, and is an increase of
11.1% on the 14.4 pence per share paid for the year to
30 September 2022.
Subsequent to the year end, the Board announced a
buyback programme using proceeds from a recent sale.
The buyback is intended to provide an accretion to NAV
for shareholders as well as underlines the Board’s belief
in the Company’s underlying portfolio valuations.
55 56
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Stakeholder Engagement and Responsible Management continued
The Board is wholly aligned with the concept of good
customer outcomes as defined by the new Consumer
Duty Regulations but believes that the current cost
disclosure regime misleads investors and overall
provides poor results for retail investors. The Board has
written to the FCA to outline its dissatisfaction with the
current cost disclosure regime.
The Board regularly considers succession planning
and, as set out in the Chair’s Statement, the Board has
asked Alan Devine to remain as the Company’s Chair
during the transition of the Company’s Manager to
Patria. The Board believes that Alan Devine’s continued
appointment is in the best interests of the shareholders
as a whole. The Board is actively considering Chair
succession, and intends to appointment an additional
non-executive director to the Board during 2024.
Board Diversity
The Board’s statement on diversity is set out in the
Statement of Corporate Governance on page 67.
At 30 September 2023, there were three male and two
female Directors on the Board.
Modern Slavery Act
Being a company that does not offer goods and services
to customers and has no turnover, the Board considers
that APEO is not within the scope of the Modern Slavery
Act 2015. APEO is therefore not required to make a slavery
and human trafficking statement. In any event, the Board
considers APEO’s supply chains, dealing predominantly with
professional advisers and service providers in the financial
services industry, to be low risk in relation to this matter.
Streamlined Energy and Carbon Reporting (“SECR”)
Statement: Greenhouse Gas Emissions and Energy
Consumption Disclosure
APEO has no employees, premises or operations either
as a producer or provider of goods and services. Therefore,
it is not required to disclose energy and carbon information
as there are zero emissions associated or attributed to the
Company and no underlying global energy consumption.
Viability Statement
The Board has decided that five years is an appropriate
period over which to consider its viability. The Board
considers this to be an appropriate period for an
investment trust company with a portfolio of private equity
investments and the financial position of the Company.
In determining this time period the Directors considered
the nature of APEO’s commitments and its associated
cash flows. Generally, the private equity funds and co-
investments in which APEO invests call monies over a five-
year period, whilst they are making investments, and these
drawdowns should be offset by the more mature funds
and co-investments, which are realising their investments
and distributing cash back to APEO. The Manager presents
the Board with a comprehensive review of APEO’s detailed
cash flow model on a regular basis, including projections for
up to five years ahead depending on the expected life of the
commitments. This analysis takes account of the most up
to date information provided by the underlying managers,
together with the Manager’s current expectations in terms
of market activity and performance.
The Directors have also carried out an assessment of the
principal risks as noted on pages 57 to 60 and discussed in
note 18 to the financial statements that are facing APEO
over the period of the review. These include those that
would threaten its business model, future performance,
solvency or liquidity such as over-commitment, liquidity
and market risks. When considering the risks, the Board
reviewed the impact of stress testing on the portfolio,
including multiple downside scenarios which modelled a
reduction in forecast distributions from 50% to 100% in an
extreme downside case and the impact this would have
on liquidity and deployment. Under an extreme downside
scenario which involved: i) a 100% reduction in forecast
distributions over a 12-month period; ii) all underlying
General Partner debt facilities being drawn simultaneously;
and iii) a 25% reduction in portfolio valuations spread over
a period of 12 months, a significant adjustment to planned
deployment would be required to maintain sufficient
liquid resources over the financial year to 30 September
2024 and over the period through to December 2024.
From December 2024 onwards, the implied resumption
of forecast distribution activity then provides sufficient
liquidity in this extreme downside scenario.
By having a portfolio of predominantly fund investments,
diversified by manager, vintage year, sector and geography;
by assessing market and economic risks as decisions are
made on new commitments; and by monitoring APEO’s
cash flows together with the Manager, the Directors believe
APEO is able to withstand economic cycles. The Directors
are also aware of APEO’s indirect exposure to ongoing risks
through underlying funds.
These are continually assessed by the Manager monitoring
the underlying managers themselves and by participation
on a number of fund advisory boards.
Based on the results of this analysis, and the ongoing ability
to adjust the portfolio, the Directors have a reasonable
expectation that APEO will be able to continue in operation
and meet its liabilities as they fall due over the five-year
period following the date of this report.
Future Strategy
The Board intends to maintain the strategic policies set out
in the Strategic Report for the year ending 30 September
2024 as it is believes that these are in the best interests of
shareholders.
Long-Term Investment
The Manager’s investment process seeks to outperform
its comparator index over the longer term. The Board
has in place the necessary procedures and processes to
continue to promote APEO’s long-term success. The Board
will continue to monitor, evaluate and seek to improve
these processes as APEO continues to grow over time,
to ensure that the investment proposition is delivered to
shareholders and other stakeholders in line with their
expectations.
On behalf of the Board
Alan Devine
Chair
30 January 2024
57 58
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Principal Risks and Uncertainties
During the financial year, global economic conditions
continued to be challenging, in particular with higher
inflation and sharp interest rate rises. This impacted APEO
both at a Company level but also in its underlying portfolio.
The Board is aware that there are a number of risks which,
if realised, could have a material adverse effect on APEO
and its financial condition, performance and prospects.
The Board monitors APEO’s principal and emerging risks
regularly, alongside the Manager, and the operating and
control environment in which APEO operates.
The Board considers its risk appetite in relation to each
principal risk and monitors this on an ongoing basis. Where
a risk is approaching or is outside the tolerance level,
the Board will take action to manage the risk. Currently,
the Board considers the risks to be managed within
acceptable levels.
The principal risks faced by APEO relate to the Company’s
investment activities and these are set out in the following
table.
The Board and Audit Committee carry
out a regular and robust review of the risk
environment in which APEO operates.
The Board also identifies emerging
risks such as a material change in
the geopolitical or macroeconomic
environment, or developments in climate
change from an investor attitude or
regulatory expectation, which might
affect APEOs underlying investments.
59 60
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Investment Strategy 15
Chair’s Statement 17
Key Performance Indicators
and Ten-Year Financial Record 24
Introduction to the Manager 25
Responsible Investment
and Sustainability 27
Investment Manager’s Review 31
Ten Largest Investments 45
Ten Largest Underlying
Private Companies 47
Investment Portfolio 49
Top 30 Underlying Private
Company Investments 52
Stakeholder Engagement and
Responsible Management 53
Principal Risks and Uncertainties 57
Corporate Governance
Financial Statements
Corporate Information
Overview Strategic Report Corporate Governance
Financial Statements
Corporate Information
Increased risk Reduced risk Unchanged risk Low Medium High
Risk Definition Tolerance Mitigation/Update
Market a) Pricing risk –
APEO is at risk of
the economic
cycle impacting
listed financial
markets and
hence potentially
affecting the pricing
of underlying
investments and
timing of exits.
b) Currency risk
– APEO has a
material proportion
of its investments
and cash balances
in currencies other
than sterling and is
therefore sensitive
to movements in
foreign exchange
rates.
a) Public markets remain volatile but have generally increased over levels
seen in 2022, which has impacted the valuation of the APEO portfolio.
Investments in APEO’s portfolio are all subject to private equity guidelines
such as IPEV Guidelines with respect of valuations. Furthermore, they are
predominantly in line with either IFRS or US GAAP accounting standards.
Inflation and interest rate rises have impacted both the valuations of the
existing underlying portfolio and the pricing of new investments. Pricing risk
is mitigated by APEO having a diversified portfolio of fund investments and
co-investments.
Private equity market deal activity has remained low in 2023, continuing
the trend seen in the second half of 2022. This has extended the timing of
some investment exits and distributions. The Manager forecasts an uptick
in market activity in 2024 but continues to plan in case the exit environment
remains similar to 2023. As such, APEO increased the size of its revolving
credit facility to £300 million and took extra caution in new investment
deployment in 2023 to help mitigate this risk.
b) The Manager monitors APEO’s exposure to foreign currencies and
reports to the Board on a regular basis. It is not APEO’s policy to hedge
foreign currency risk. APEO’s non-sterling currency exposure is primarily to
the euro and the US dollar.
During the year ended 30 September 2023, sterling appreciated by 1.2%
relative to the euro (2022: depreciated 2.1%) and appreciated by 9.3%
relative to the US dollar (2022: depreciated 17.2%).
This movement in the euro and the US dollar had a net negative impact on
the net assets of APEO.
Over-
commitment
The risk that APEO
is unable to settle
outstanding
commitments to
fund investments.
APEO makes commitments to private equity funds, which are typically
drawn over three to five years. Hence, APEO will tolerate a degree of over-
commitment risk in order to deliver long-term investment performance.
In order to mitigate this risk, the Manager ensures that APEO has
appropriate levels of resources, whether through resources available
for investment or the revolving credit facility, relative to the levels of over-
commitment.
The Manager will also forecast and assess the maturity of the underlying
portfolio to determine likely levels of distributions in the near term.
The Manager will also track the over-commitment ratio and ensure that
it sits within the range, agreed with the Board, of 30% to 75% over the
long term.
At 30 September 2023 APEO had £651.9 million (2022: £678.9 million) of
outstanding commitments, with £94.3 million (2022: £69.9 million) expected
not to be drawn. The over-commitment ratio was 35.2% (2022: 42.8%).
Investment
selection
The risk that the
Manager makes
decisions to invest
in funds and/or co-
investments that
are not accretive
to APEO’s NAV over
the long term.
The Manager undertakes detailed due diligence prior to investing in,
or divesting, any fund or co-investment. It has an experienced team
which monitors market activity closely. APEO’s management team has
long-established relationships with the third-party fund managers in
the Company’s portfolio which have been built up over many years. ESG
factors are integrated into the investment selection process and the Board
and the Manager believes that will improve investment decision making
and help to generate stronger, more sustainable returns.
Principal Risks and Uncertainties continued
Risk Definition Tolerance Mitigation/Update
Climate The risk that
climate change
impacts the APEO
portfolio, either
from a physical or
transition point of
view.
APEO is committed to being an active, long-term responsible investor. As
such sustainability and ESG is a fundamental component of its Manager’s
investment process.
The Manager commits APEO’s capital with or alongside private equity
managers who demonstrate strong adherence to ESG principles
and processes or have a cultural commitment to improve their ESG
credentials. Focus on climate change is part of that assessment (see
pages 27 to 30 for further information on the Manager’s ESG approach).
The private equity industry is still relatively early in its response to climate
change and the Manager is focused on engaging with its portfolio of
private equity managers to help promote further positive change.
Liquidity The risk that APEO
is unable to meet
short-term financial
demands.
APEO manages its liquid investments to ensure that sufficient cash is
available to meet contractual commitments and also seeks to have cash
available to meet other short-term needs. Additional short-term flexibility
is achieved through the use of the £300 million revolving multi-currency
loan facility.
APEO had cash and cash equivalents of £9.4 million (2022: £30.3 million)
and £197.7m (2022: £138.0 million) available on its revolving credit facility as
at 30 September 2023.
Credit The exposure to
loss from failure of
a counterparty to
deliver securities
or cash for
acquisitions
or disposals of
investments or to
repay deposits.
APEO places funds with authorised deposit takers from time to time and,
therefore, is potentially at risk from the failure of such an institution.
APEO’s cash is held by BNP Paribas Securities Services S.A., which is rated
A+” by S&P Global Ratings.
The credit quality of the counterparties is kept under regular review. Should
the credit quality or the financial position of these financial institutions
deteriorate significantly, the Manager would move cash balances to other
institutions.
Operational The risk of loss or a
missed opportunity
resulting from a
regulatory failure or
a failure relating to
people, processes
or systems.
The Manager’s business continuity plans, and approach to cyber security
risk, are reviewed on an ongoing basis alongside those of APEO’s key
service providers.
The Board has received reports from its key service providers setting out
their existing business continuity framework. Having considered these
arrangements, the Board is confident that a good level of service will be
maintained in the event of an interruption to business operations or other
major event, including another global pandemic.
APEO’s financial risk management objectives and policies
are contained in note 18 to the financial statements which
can be found on pages 106 to 110 of this Annual Report.
Review of Performance
An outline of the performance, market background,
investment activity and portfolio during the year under
review and the performance over the longer term, as well
as the investment outlook, are provided in the Highlights,
Chair’s Statement, and Investment Manager’s Review.
Details of APEO’s investments can be found on pages 49
to 51. The ten largest investments are shown on pages
45 and 46 and the top ten underlying private company
investments are shown on pages 46 and 47.
61 62
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Corporate
Governance
63 64
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Board of Directors
Alan Devine
Chair
Dugald Agble
Independent Non-Executive Director
Diane Seymour-Williams
Independent Non-Executive Director
and Chair of the Nomination Committee
Calum Thomson
Senior Independent Non-Executive
Director and Chair of the Audit
Committee
Yvonne Stillhart
Independent Non-Executive Director
and Chair of the Management Engagement
Committee
Experience
Alan holds an MBA and is a Fellow of the
Institute of Bankers in Scotland. He was
formerly CEO of the Royal Bank of Scotland
Shipping Group and has a wide background
of knowledge and over 40 years’ experience
in both commercial and investment
banking. Alan is a Non-Executive Director
of Capitalflow Holdings DAC where he is
Chair of the Remuneration, Audit and Risk
Committees. Alan is also Chair of the private
equity owned Irish- based cash logistics
company known as GSLS and is a member
of the Court of Heriot Watt University.
Experience
Dugald holds a PhD in Chemical
Engineering from Imperial College London
and has over 20 years direct investment
experience in private equity. He started
his career at Nomura Principal Finance
Group, which later evolved into Terra
Firma Capital Partners. More recently,
Dugald has been involved in investing in
emerging and frontier markets at Helios
Investment Partners and 8 Miles. Dugald
is a Supervisory Board Member at FMO,
the Dutch finance institution.
Experience
Diane is a Non-Executive Director of
Mercia Asset Management PLC and
Praxis Group Limited. Diane worked
at Deutsche Asset Management
Group (previously Morgan Grenfell) for
23 years where she held various senior
positions, including CIO and CEO of Asia.
More recently, she spent nine years at
LGM Investments, a specialist global
emerging and frontier markets equities
manager, where she was Global Head
of Relationship Management. She is a
pro-bono member of the Investment
Committees of Newnham College,
Cambridge and the Canal & River Trust.
Experience
Calum is a qualified chartered
accountant and was an audit partner
with Deloitte LLP for over 21 years.
Calum is a Non-Executive Director and
the Audit Committee chair of the Diverse
Income Trust plc and the AVI Global
Trust plc. He is also a Non-Executive
Director and Audit Committee chair
of BLME Holdings Limited and Ghana
International Bank plc.
Experience
Yvonne has over 30 years’ experience in private
asset investment and risk management. She
is an independent non-executive member
of the Board and Audit and Risk Committee
of UBS Asset Management Switzerland AG
and Integrated Diagnostics Holding Plc. She
chairs the JSE-listed EPE Capital Ltd. Previously
she chaired Unigestion (Luxembourg) S.A.,
an AIFM, investing globally via direct private
equity investments, secondary and primary
partnership investments and was a co-founder
and vice chair of the Investment Committee
of Akina Ltd. She holds a Directors Certificate
from Harvard Business School, is a Qualified
Risk Director from the DCRO Institute and holds
the ESG Competent Boards Certificate and is
fluent in German, English, Spanish and French.
Length of Service:
Appointed on 28 May 2014, and as Senior
Independent Director on 1 January 2019
Length of Service:
Appointed on 1 September 2021
Length of Service:
Appointed on 7 June 2017
Length of Service:
Appointed on 30 November 2017
Length of Service:
Appointed on 1 September 2021
Last Re-elected to the Board:
22 March 2023
Last Elected to the Board:
22 March 2023
Last Re-elected to the Board:
22 March 2023
Last Re-elected to the Board:
22 March 2023
Last Elected to the Board:
22 March 2023
Committee Member:
None
Committee Member:
Audit Committee, Management
Engagement Committee, and Nomination
Committee
Committee Member:
Audit Committee, Management
Engagement Committee, and
Nomination Committee (Chair)
Committee Member:
Audit Committee (Chair), Management
Engagement Committee, and
Nomination Committee
Committee Member:
Audit Committee, Management Engagement
Committee (Chair), and Nomination
Committee
Contribution:
The Board has reviewed the contribution
of Alan Devine in light of his proposed
re-election at the AGM and has concluded
that he is an extremely effective Chair.
In particular, the Board has noted the
significant amount of time he dedicates
to the Company, his leadership of the
Board and its advisors through the Patria
announcement and ongoing due diligence
process, and his overarching contribution
to the Board, from a funding, industry and
corporate governance perspective.
Contribution:
The Board has reviewed the contribution
of Dugald Agble, in light of his proposed
re-election at the AGM, and has concluded
that he continues to provide significant
investment insight to the Board and
knowledge of the private equity and
investment management sector.
Contribution:
The Board has reviewed the contribution
of Diane Seymour-Williams in light of her
proposed re-election at the AGM and
has concluded that she continues to lead
the Nomination Committee effectively
and provides significant investment and
ESG insight to the Board and knowledge
of the investment management sector.
Contribution:
The Board has reviewed the contribution
of Calum Thomson in light of his
proposed re-election at the AGM and
has concluded that he is an effective
Senior Independent Director, whilst
chairing the Audit Committee expertly.
He continues to provide significant
financial and risk management insight
to Board discussions.
Contribution:
The Board has reviewed the contribution
of Yvonne Stillhart, in light of her proposed
re-election at the AGM and has concluded that
she has led the Management Engagement
Committee effectively and continues to provide
significant knowledge of the private equity
sector and financial and risk insights to
Board discussions.
% Female Board
Members
Female Board members 40%
Male Board members 60%
The Board of Directors
of the Company is a
highly experienced
group of individuals with
significant experience
of investment trusts,
private equity and
the financial services
industry.
The Board works closely
with the Investment Manager
to deliver shareholder value.
The Board is responsible
for stewardship, including
overall strategy, investment
policy, borrowings, dividends,
corporate governance
procedures and risk
management.
65 66
APEO Annual Report and Accounts 2023
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Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Report
The Directors present their report and the audited
financial statements of the Company for the year ended
30 September 2023.
The Directors consider that the Annual Report and
Accounts, 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.
Results and Dividends
The financial statements for the year ended 30 September
2023 are contained on pages 93 to 110. Interim dividends
of 4.0 pence per Ordinary share were paid in April, July and
October 2023. The Board declared, on 13 December 2023,
a fourth interim dividend for the year to 30 September 2023
of 4.0 pence per share to be paid on 26 January 2024 to
shareholders on the register on 22 December 2023. The
total dividend for the financial year to 30 September 2023
was 16.0 pence per Ordinary share, an increase of 11.1%
on the 14.4 pence per Ordinary share paid for the financial
year to 30 September 2022.
Principal Activity and Status
The Company is registered as a public limited company
in Scotland under company number SC216638, is an
investment company within the meaning of Section 833
of the Companies Act 2006 and carries on business as an
investment trust.
The Company has applied for and has been accepted
as an investment trust under Sections 1158 and 1159 of
the Corporation Tax Act 2010 and Part 2 Chapter 1 of
Statutory Instrument 2011/2999. This approval relates to
accounting periods commencing on or after 1 October
2012. The Directors are of the opinion that the Company
has conducted its affairs so as to be able to retain such
approval.
The Company intends to manage its affairs so that its
Ordinary shares continue to be a qualifying investment
for inclusion in the stocks and shares component of an
Individual Savings Account.
Capital Structure and Voting Rights
The Company’s issued share capital at 30 September 2023
consisted of 153,746,294 (2021: 153,746,294) Ordinary
shares of 0.2 pence each in issue.
Each Ordinary shareholder is entitled to one vote on
a show of hands and, on a poll, to one vote for every
Ordinary share held.
Management Agreement
The Company has appointed abrdn Capital Partners LLP,
a wholly owned subsidiary of abrdn, as its AIFM and
Manager. abrdn Capital Partners LLP has been appointed
to provide investment management, risk management,
administration and company secretarial services, and
promotional activities to the Company. abrdn Capital
Partners LLP has sub-delegated administrative and
secretarial services to abrdn Holdings Limited (previously
known as Aberdeen Asset Management PLC) and
promotional activities to abrdn.
The management fee, payable quarterly, is calculated as
0.95% per annum of the Company’s NAV at the end of the
relative quarter. No fee is payable on any investments in
any investment trust, collective investment scheme or any
other company or fund managed, operated or advised by
the Manager or any other subsidiary of abrdn where there
is an entitlement to a fee on that investment.
Further details of the fees payable to the Manager are
shown in Notes 3 and 4 to the financial statements.
The management agreement is terminable on not less
than 12 months’ written notice.
External Agencies
The Board has contractually delegated depositary
services (which include the custody and safeguarding
of the Company’s assets) to IQ-EQ Depositary Company
(UK) Limited and the share registration services to Equiniti
Limited. These contracts were entered into after full and
proper consideration by the Board of the quality and cost
of services offered in so far as they relate to the affairs of
the Company, and are subject to regular review by the
Management Engagement Committee.
Substantial Interests
Information provided to the Company by major
shareholders pursuant to the FCA’s Disclosure, Guidance
and Transparency Rules is published by the Company via
a Regulatory Information Service.
The table below sets out the interests in 3% or more of the
issued share capital of the Company, of which the Board
was aware as at 30 September 2023.
Shareholder
Number of
Ordinary shares % held
Phoenix Group Holdings
1
84,945,125 55.25
Interactive investor 6,897,577 4.49
Hargreaves Lansdown, stockbrokers 6,046,840 3.93
Oxfordshire CC PF 5,038,909 3.28
1 The Phoenix Group Holdings shareholding reflects a holding of 82,467,496
(53.60%) with the voting rights of those shares exercisable by abrdn Investments
Limited, and 2,477,628 (1.61%) of shares held by abrdn Holdings Limited.
The Company has not been notified of any changes to
these holdings as at the date of this Annual Report.
Relationship Agreement with the Phoenix Group
The Company’s largest shareholder, Phoenix Group
Holdings plc, previously held its shares through Standard
Life Assurance Limited and Phoenix Life Assurance Limited
(“SLAL” and “PLAL” which were 100% owned by Phoenix
Group Holdings). Subsequent to the financial year end,
Phoenix Group Holdings notified the Company that the
shares held in the Company by SLAL and PLAL had been
transferred intra-group to Phoenix Life Limited (“PLL”,
which is owned 100% by Phoenix Group Holdings). PLL
has irrevocably undertaken to the Company that, at any
time when PLL and its Associates (meaning any company
which is a member of the PLL group) are entitled to exercise
or control 30% or more of the rights to vote at general
meetings of the Company, it will not (and will procure that
none of its Associates will) seek to nominate directors to the
Board of the Company who are not independent of PLL and
its Associates, enter into any transaction or arrangement
with the Company which is not conducted at arm’s length
and on normal commercial terms, take any action that
would have the effect of preventing the Company from
carrying on an independent business as its main activity or
from complying with its obligations under the Listing Rules
or propose or procure the proposal of any shareholder
resolution which is intended or appears to be intended to
circumvent the proper application of the Listing Rules.
Directors
Each of the Directors of the Company as at 30 September
2023, whose biographies are shown on pages 63 and 64
are considered by the Board to be independent of the
Company and the Manager and free of any relationship
which could materially interfere with the exercise of
their independent judgement on issues of strategy,
performance, resources and standards of conduct.
All of the Directors held office throughout the year under
review and up to the date of signing the financial statements.
The Directors attended scheduled Board and Committee
meetings during the year ended 30 September 2023 as
follows (with their eligibility to attend the relevant meetings
in brackets):
Board
meetings
Audit
Committee
meetings
Management
Engagement
and Nomination
Committee
meetings
Nomination
Committee
meetings
Dugald Agble
1
5 (6) 2 (3) 1 (1) 1 (1)
Alan Devine
2
6 (6) 2 (2) 1 (1) 1 (1)
Diane Seymour-
Williams
6 (6) 3 (3) 1 (1) 1 (1)
Yvonne Stillhart 6 (6) 3 (3) 1 (1) 1 (1)
Calum Thomson 6 (6) 3 (3) 1 (1) 1 (1)
1 Unable to attend one Board and one Audit Committee meeting due to a
family bereavement.
2 Stepped down as a member of the Audit Committee, Management
Engagement Committee and Nomination Committee on 28 May 2023.
The Board and Committees meet more frequently when
business needs require and met a further seven times
during the financial year. There are a number of matters
reserved for the Board’s approval which include overall
strategy, investment policy, borrowings, dividend policy
and Board composition.
All of the Directors will retire and, being eligible, will offer
themselves for re-election at the AGM.
The Board believes that each Director has the requisite
high level and range of business, investment and financial
experience which enables the Board to provide clear
and effective leadership and proper governance of the
Company. Each Director remains independent and free
from any relationship which could materially interfere
with the exercise of their judgement on issues of strategy,
performance, resources and standards of conduct.
Following the Company’s formal annual performance
evaluation, the Board concluded that each Director’s
performance continues to be effective and each
Director demonstrates commitment to the role, and their
individual performances contribute to the long-term
sustainable success of the Company. The Board therefore
recommends the re-election, of each of the Directors at
the AGM. The biographies on pages 63 and 64 set out the
Directors’ range of skills and experience as well as length of
service and their contribution to the Board during the year.
67 68
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Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Report continued
The Chair, with support from the Company Secretary,
led the annual performance evaluation during the financial
year. The process was based around a questionnaire
which was issued to and completed by all Directors. The
collated results of the questionnaires were discussed by
the Directors at the Board meeting in October 2023. Overall
the performance of the Board, collectively and individually,
was considered to be satisfactory. The Board last engaged
an external independent consultancy, Lintstock Limited,
to undertake a formal evaluation of the Board and
Committees during the financial year to 30 September
2019. In accordance with corporate governance best
practice, the Company intends to appoint an external
provider to undertake the evaluation during 2024.
Board’s Policy on Tenure
In normal circumstances, it is the Board’s expectation
that Directors will not serve beyond the AGM following the
ninth anniversary of their appointment. However, the Board
takes the view that independence of individual Directors
is not necessarily compromised by length of tenure on
the Board and that continuity and experience can add
significantly to the Board’s strength. The Board believes
that recommendation for re-election should be on an
individual basis following a rigorous review which assesses
the contribution made by the Director concerned, but
also taking into account the need for regular refreshment
and diversity.
It is the Board’s policy that the Chair of the Board will not
normally serve as a Director beyond the AGM following the
ninth anniversary of his or her appointment to the Board.
However, this may be extended in certain circumstances
or to facilitate effective succession planning and the
development of a diverse Board. In such a situation
the reasons for the extension will be fully explained to
shareholders and a timetable for the departure of the
Chair clearly set out. Alan Devine was appointed to the
Board on 28 May 2014, and as Chairman on 22 March 2022,
and the AGM in March 2024 follows the ninth anniversary
of his appointment. The Board has asked Alan Devine to
remain on the Board for an additional year to oversee the
transition of the Manager from abrdn to Patria. The plans
for Alan Devine’s successor as Chair will be announced
in due course.
Board Diversity
The Board recognises the importance of having a range
of skilled, experienced individuals with appropriate
knowledge represented on the Board in order to allow
it to fulfil its obligations. The Board also recognises the
benefits and is supportive of the principle of diversity
in its recruitment of new Board members. The Board
will not display any bias for age, gender, race, sexual
orientation, religion, ethnic or national origins, or disability
in considering the appointment of its Directors. In view of its
size, the Board will continue to ensure that all appointments
are made on the basis of merit against the specification
prepared for each appointment. The Board does not
therefore consider it appropriate to set measurable
objectives in relation to its diversity.
However, the Board will take account of the diversity targets
set out in the FCA’s Listing Rules, which are set out below.
The Board voluntarily discloses the following information
in relation to its diversity.
As an externally managed investment company, the Board
employs no executive staff, and therefore does not have a
chief executive officer (“CEO”) or a chief financial officer
(“CFO”) both of which are deemed senior board positions
by the FCA. Other senior board positions recognised by
the FCA are chair of the board and senior independent
director (“SID”). In addition, the Board has resolved that the
Company’s year end date be the most appropriate date
for disclosure purposes.
The following information has been provided by each
Director. There have been no changes since 30 September
2023.
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
Men 3 60 2
Women 2 40
1
0
1 Meets target of at least 40% as set out in LR 9.8.6R (9)(a)(i).
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
White British or other White
(including minority-white
groups) 4 80 2
Black/African/Caribbean/
Black British 1 20
1
0
1 Meets target of at least one individual from a minority background as set out in
LR 9.8.6R (9)(a)(i).
The Role of the Chair and Senior Independent Director
Alan Devine is the Chair and Calum Thomson is the
Senior Independent Director.
The Chair is responsible for providing effective leadership
to the Board, by setting the tone of the Company,
demonstrating objective judgement and promoting a culture
of openness and debate. The Chair facilitates the effective
contribution of and encourages active engagement by
each Director. In conjunction with the Company Secretary,
the Chair ensures that Directors receive accurate, timely
and clear information to assist them with effective decision
making. The Chair leads and acts upon the results of
the formal and rigorous annual Board and Committee
evaluation process by recognising strengths and
addressing any weaknesses of the Board. He also ensures
that the Board engages with major shareholders and that
all Directors understand shareholder views.
The Senior Independent Director acts as a sounding board
for the Chair and acts as an intermediary for other Directors,
when necessary. Working closely with the Nomination
Committee, the Senior Independent Director takes
responsibility for an orderly succession process for the Chair,
and leads the annual appraisal of the Chair’s performance.
The Senior Independent Director is also available to
shareholders to discuss any concerns they may have.
Directors and Officers Liability Insurance
The Company maintains insurance in respect of directors’
and officers’ liabilities in relation to their acts on behalf
of the Company. The Company’s Articles of Association
provide that any Director or other officer of the Company is
to be indemnified out of the assets of the Company against
any liability incurred by him as a Director or other officer of
the Company to the extent permitted by law.
Management of Conflicts of Interest
The Board has a procedure in place to deal with a situation
where a Director has a conflict of interest. As part of this
process, each Director discloses other positions held and
all other conflict situations that may need to be authorised
either in relation to the Director concerned or his or her
connected persons. The Board considers each Director’s
situation and decides whether to approve any conflict or
other external positions, taking into consideration what
is in the best interests of the Company and whether
the Director’s ability to act in accordance with his or
her wider duties is affected. Each Director is required to
notify the Company Secretary of any potential, or actual,
conflict situations that will need authorising by the Board.
Authorisations given by the Board are reviewed at each
Board meeting.
No Director has a service contract with the Company
although all Directors are issued with letters of appointment.
There were no contracts during, or at the end of the year,
in which any Director was interested.
The Company has a policy of conducting its business
in an honest and ethical manner. The Company takes a
zero-tolerance approach to bribery and corruption and
has procedures in place that are proportionate to the
Company’s circumstances to prevent them. The Manager
also adopts a Group-wide zero-tolerance approach and
has its own detailed policy and procedures in place to
prevent bribery and corruption. Copies of the Manager’s
anti-bribery and corruption policies are available on
its website.
In relation to the corporate offence of failing to prevent tax
evasion, it is the Company’s policy to conduct all business in
an honest and ethical manner. The Company takes a zero-
tolerance approach to facilitation of tax evasion whether
under UK law or under the law of any foreign country and is
committed to acting professionally, fairly and with integrity
in all its business dealings and relationships.
Financial Risk Management
The principal risks and uncertainties facing the Company
are set out on pages 57 to 60. The principal financial risks
and the Company’s policies for managing these risks are
set out in note 18 to the financial statements.
Corporate Governance
The Company is committed to high standards of corporate
governance. The Board is accountable to the Company’s
shareholders for good governance and this statement
describes how the Company has applied the principles
identified in the UK Corporate Governance Code as
published in July 2018 (the “UK Code”), which is available
on the FRC’s website: frc.org.uk.
The Board has also considered the principles and
provisions of the AIC Code of Corporate Governance as
published in February 2019 (the “AIC Code”). The AIC Code
addresses the principles and provisions set out in the UK
Code, as well as setting out additional provisions on issues
that are of specific relevance to the Company. The AIC
Code is available on the AIC’s website: theaic.co.uk.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the FRC, provides more relevant information to
shareholders.
69 70
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Report continued
The Board confirms that, during the year, the Company
complied with the principles and provisions of the AIC Code
and the relevant provisions of the UK Code, except as set
out below.
The UK Code includes provisions relating to:
interaction with the workforce (provisions 2, 5 and 6);
the role and responsibility of the chief executive
(provisions 9 and 14);
previous experience of the chair of a remuneration
committee (provision 32); and
executive directors’ remuneration (provisions 33 and 36
to 40).
The Board considers that these provisions are not relevant to
the position of the Company, being an externally managed
investment company. In particular, all of the Company’s
day-to-day management and administrative functions are
outsourced to third parties. As a result, the Company has
no executive directors, employees or internal operations.
The Company has therefore not reported further in
respect of these provisions.
The full text of the Company’s Corporate Governance
Statement can be found on its website.
Board Committees
The Board has appointed a number of Committees, as set
out below. Copies of their terms of reference, which clearly
define the responsibilities and duties of each Committee,
are available on the Company’s website, or upon request
from the Company.
The performance of the Committees and their terms of
reference are reviewed by the Board on an ongoing basis
and formally at least annually.
Audit Committee
The Audit Committee is chaired by Calum Thomson who
is a Chartered Accountant and has recent and relevant
financial experience. The Committee comprises all
Non-Executive Directors, except Alan Devine who stepped
down as a member on 28 May 2023, the ninth anniversary
of his appointment as a Board Director. The Board is satisfied
that the Committee as a whole has competence relevant
to the investment trust sector.
The Audit Committee’s Report is contained on pages 76
to 80.
Management Engagement Committee
The Management Engagement Committee was chaired
by Alan Devine until 13 December 2022, at which point
Yvonne Stillhart assumed the role of Chair. Alan Devine
stepped down as a member on 28 May 2023, the ninth
anniversary of his appointment as a Board Director.
The main responsibilities of the Committee include:
monitoring and evaluating the performance of the
Manager;
reviewing at least annually the continued retention
of the Manager;
reviewing, at least annually, the terms of appointment
of the Manager including, but not limited to, the level
and method of remuneration and the notice period
of the Manager; and
reviewing the performance and remuneration of the
other key service providers to the Company.
The Committee met in respect of the year ended
30 September 2023 to review of performance and the
terms of appointment of the Manager. Following which,
the Committee recommended to the Board that the
continuing appointment of the Manager was in the best
interests of the shareholders and the Company as a whole.
In reaching this decision, the Committee considered the
Company’s long-term performance record and concluded
that it remained satisfied with the capability of the Manager
to deliver satisfactory investment performance, that its
processes are thorough and robust and that it employs
a well-resourced team of skilled and experienced fund
managers. In addition, the Committee is satisfied that
the Manager has the secretarial, administrative and
promotional skills required for the effective operation
and administration of the Company. As set out in the
Chair’s Statement, the Board and Committee is actively
considering the impact of the sale of abrdn Private Equity
to Patria and is undertaking due diligence to ensure that
the Manager continues to have the appropriate resources
to continue to manage the Company effectively and that
the functions providing the secretarial, administrative and
promotional sills are effectively resourced.
Nomination Committee
The Nomination Committee was chaired by Alan Devine
until 13 December 2022, at which point Diane Seymour-
Williams assumed the role of Chair. Alan Devine stepped
down as a member on 28 May 2023, the ninth anniversary
of his appointment as a Board Director.
The Committee met once during the year to carry out its
responsibilities. The main responsibilities of the Committee
include:
regularly reviewing the structure, size and composition
(including the skills, knowledge, experience, diversity
and gender) of the Board;
undertaking succession planning, taking into account
the challenges and opportunities facing the Company
and identifying candidates to fill vacancies;
recruiting new Directors, undertaking open advertising
or engaging external advisers to facilitate the search,
as appropriate, with a view to considering candidates
from a wide range of backgrounds, on merit, and with
due regard for the benefits of diversity on the Board,
taking care to ensure that appointees have enough time
available to devote to the position;
ensuring that new appointees receive a formal letter of
appointment and suitable induction and ongoing training;
arranging for the annual Board and Committee
performance evaluations and ensuring that Directors
are able to commit the time required to properly
discharge their duties;
making recommendations to the Board as to the position
of Chair, Senior Independent Director and Chair of the
Nomination, Audit and Management Engagement
Committees;
assessing, on an annual basis, the independence of
each Director; and
approving the re-election of any Director, subject to the
UK Code, the AIC Code, or the Articles of Association, at
the AGM, having due regard to their performance, ability
to continue to contribute to the Board in the light of the
knowledge, skills and experience required and the need
for progressive refreshing of the Board.
The Nomination Committee did not engage any firm
during the financial year to assist with recruitment or
Board succession planning. The Nomination Committee
last used the services of an external recruitment agency in
2021 during the search which resulted in the appointment
of Yvonne Stillhart and Dugald Agble as Directors of the
Company. During the search in 2021, the Company
engaged the services of the services of Nurole Limited.
Nurole Limited is independent of the Company and
Board of Directors.
Going Concern
The Company’s business activities, together with the factors
likely to affect its future development, performance, and
financial position, are set out in the Strategic Report and
Investment Manager’s Review.
The financial statements have been prepared on the
going concern basis and on the basis that approval as an
investment trust company will continue to be met. The
Directors have made an assessment of the Company’s
ability to continue as a going concern and are satisfied
that the Company has adequate resources to continue in
operational existence for a period of at least 12 months from
the date when these financial statements were approved.
In making the assessment, the Directors of the Company
have considered the likely impacts of geopolitical and
economic uncertainties on the Company, the investment
portfolio and the Company’s operations. These include,
but are not limited to, the impact of the war in Ukraine, the
ongoing Israel/Palestine conflict, political and economic
instability in the UK, supply shortages and inflationary
pressures.
The Directors noted that, following a review of the
Company’s latest management accounts and other
financial information of the Company, the Company is able
to meet the obligations of the Company as they fall due. At
each Board meeting, the Directors review the Company’s
latest management accounts and other financial
information. The Company’s commitments to investments
are reviewed at each Board meeting, together with its
financial resources, including cash held and its borrowing
capability. Cash flow scenarios are also presented and
discussed at each meeting as well as stress testing and
downside liquidity modelling scenarios with varying
degrees of decline in investment valuations, decreased
investment distributions, and increased call rates.
In the event of a downside scenario, APEO can take steps
to limit or mitigate the impact on the Balance Sheet, by
drawing on the £300 million credit facility and pausing
on new commitments. It could also look to raise additional
credit or capital, sell assets to increase liquidity and reduce
its over-commitment ratio.
After due consideration of the Balance Sheet, activities
of the Company, its assets, liabilities, commitments and
financial resources, the Directors have concluded that
the Company has adequate resources to continue in
operation for at least 12 months from the approval of the
financial statements for the year ended 30 September
2024. For this reason, they consider it appropriate to
continue to adopt the going concern basis in preparing
the financial statements.
71 72
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Report continued
Accountability and Audit
The respective responsibilities of the Directors and the
Independent Auditor in connection with the financial
statements appear on page 91.
The Directors confirm that, so far as they are each
aware, there is no relevant audit information of which
the Company’s Independent Auditor was unaware, and
that each Director has taken all the steps that they might
reasonably be expected to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s Independent Auditor
was aware of that information.
Independent Auditor
Shareholders approved the re-appointment of BDO LLP
as the Company’s Independent Auditor at the AGM on
22 March 2023 and resolutions to approve its re-
appointment for the year to 30 September 2024 and to
authorise the Directors to determine its remuneration will
be proposed at the AGM on 27 March 2024.
Additional Information
Where not provided elsewhere in the Directors’ Report,
the following provides the additional information required
to be disclosed by Part 15 of the Companies Act 2006.
There are no restrictions on the transfer of Ordinary shares
in the Company issued by the Company other than certain
restrictions which may from time to time be imposed
by law. The Company is not aware of any agreements
between shareholders that may result in a transfer of
securities and/or voting rights.
The rules governing the appointment of Directors are set
out in the Directors’ Remuneration Report on page 73. The
Company’s Articles of Association may only be amended
by a special resolution passed at a general meeting of
shareholders.
Annual General Meeting
The Notice of the Annual General Meeting, which will
be held on 27 March 2024 at 12:30p.m. at wallacespace
Spitalfields, 15-25 Artillery Lane, London E1 7HA, and the
related notes, may be found on pages 121 to 125.
Shareholders are encouraged vote on the resolutions
proposed in advance of the AGM and submit questions
to the Board and to the Manager by emailing
APEOT.Board@abrdn.com.
At the AGM on 27 March 2024, resolutions including the
following business will be proposed:
Dividend Policy
As a result of the timing of the payment of the Company’s
interim dividends, the Company’s shareholders are unable
to approve a final dividend each year. In line with good
corporate governance, the Board therefore proposes to
put the Company’s dividend policy to shareholders for
approval at the AGM and on an annual basis thereafter.
The Company’s dividend policy is that interim dividends
on the Ordinary shares are payable quarterly. Resolution 3
will seek shareholder approval for the dividend policy.
Issue of Ordinary Shares
Resolution 11, which is an ordinary resolution, will, if passed,
renew the Directors’ authority to allot new Ordinary shares
up to 10% of the issued share capital of the Company
(excluding treasury shares) as at the date of the passing
of the resolution.
Resolution 12, which is a special resolution, will, if passed,
renew the Directors’ existing authority to allot new Ordinary
shares or sell treasury shares for cash without the new
Ordinary shares first being offered to existing shareholders
in proportion to their existing holdings. This will give the
Directors authority to allot Ordinary shares or sell shares
from treasury on a non pre-emptive basis for cash up to
an aggregate nominal amount of £30,749.25 (representing
10% of the issued Ordinary share capital of the Company
(excluding treasury shares) as at 30 January 2024).
New Ordinary shares, issued under this authority, will only
be issued at prices representing a premium to the last
published NAV per share.
The authorities being sought under Resolutions 11 and
12 shall expire at the conclusion of the Company’s next
AGM in 2025 or, if earlier, on the expiry of 15 months from
the date of the passing of the resolutions, unless such
authorities are renewed, varied or extended prior to such
time. The Directors have no current intention to exercise
these authorities and will only do so if they believe it is
advantageous and in the best interests of shareholders
as a whole.
Purchase of the Company’s Ordinary Shares
Resolution 13, which is a special resolution, seeks to renew
the Board’s authority to make market purchases of the
Company’s Ordinary shares in accordance with the
provisions contained in the Companies Act 2006 and the
FCA’s Listing Rules. Accordingly, the Company will seek
authority to purchase up to a maximum of 14.99% of the
issued share capital (excluding treasury shares) at the
date of passing of the resolution at a minimum price of
0.2 pence per share (being the nominal value). Under the
Listing Rules, the maximum price that may be paid on the
exercise of this authority must not exceed the higher of:
(i) 105% of the average of the middle market quotations
(as derived from the Daily Official List of the London Stock
Exchange) for the shares over the five business days
immediately preceding the date of purchase; and
(ii) the higher of the last independent trade and the highest
current independent bid on the trading venue on which the
purchase is carried out.
The Board does not intend to use this authority to
purchase the Company’s Ordinary shares, unless to do so
would result in an increase in the NAV per Ordinary share
and would be in the best interests of shareholders. Any
Ordinary shares purchased shall either be cancelled or
held in treasury. The authority being sought shall expire at
the conclusion of the AGM in 2025 or, if earlier, on the expiry
of 15 months from the date of the passing of the resolution
unless such authority is renewed prior to such time.
Notice of General Meetings
The Companies Act 2006 provides that the minimum
notice period for general meetings of listed companies is
21 days, but with an ability for companies to reduce this
period to 14 days (other than for annual general meetings)
provided that two conditions are met. The first condition
is that the company offers a facility, accessible to all
shareholders, to appoint a proxy by means of a website.
The second condition is that there is an annual resolution
of shareholders approving the reduction of the minimum
notice period from 21 days to 14 days.
The Board is therefore proposing Resolution 14 as a special
resolution to approve 14 days as the minimum period of
notice for all general meetings of the Company other than
annual general meetings, renewing the authority passed
at last year’s AGM. The approval would be effective until
the end of the Company’s next AGM, when it is intended
that the approval be renewed.
The Board would consider on a case by case basis whether
the use of the flexibility offered by the shorter notice period
is merited, taking into account the circumstances, including
whether the business of the meeting is time sensitive and it
would therefore be to the advantage of the shareholders
to call the meeting on shorter notice.
Adoption of new Articles of Association
Resolution 15, which will be proposed as a special resolution,
seeks shareholder approval to adopt new Articles of
Association (the “New Articles”) in order to update the
Company’s current Articles of Association (the “Existing
Articles”). The proposed amendments being introduced
in the New Articles primarily relate to the new power
conferred on the Board which provides it with flexibility to
change the Company’s name by way of Board resolution
and the increase to the cap on the aggregate of all fees
paid to Directors per annum.
A copy of the New Articles, together with a copy showing
all of the proposed changes to the Existing Articles, will
be available for inspection on the Company’s website,
abrdnpeot.co.uk, and at the offices of wallacespace
Spitalfields, 15-25 Artillery Lane, London, E1 7HA, which is
also the venue of the AGM, from 15 minutes before and
during the AGM.
Recommendation
The Board considers that the resolutions to be proposed
at the AGM are in the best interests of the Company and
most likely to promote the success of the Company for
the benefit of its members as a whole. Accordingly, the
Board recommends that shareholders vote in favour of
the resolutions as they intend to do in respect of their own
beneficial shareholdings, amounting to 64,993 Ordinary
shares, representing 0.04% of the issued share capital.
By order of the Board
abrdn Holdings Limited
Company Secretary
1 George Street
Edinburgh
EH2 2LL
United Kingdom
30 January 2024
73 74
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Remuneration Report
This Directors’ Remuneration Report comprises
three parts:
1. the Remuneration Policy which is subject to a binding
shareholder vote every three years (or sooner if varied
during this interval) – most recently voted on at the AGM
on 22 March 2023;
2. an Implementation Report which is subject to an
advisory vote on the level of remuneration paid during
the year; and
3. an Annual Statement.
Company law requires the Company’s Independent
Auditor to audit certain of the disclosures provided in the
Directors’ Remuneration Report. Where disclosures have
been audited, they are indicated as such. The Independent
Auditor’s report is included on pages 85 to 92.
As the Company has no employees, and the Board is
comprised wholly of Non-Executive Directors, and given
the size and nature of the Company, the Board has not
established a separate Remuneration Committee. The
Director’s Remuneration Policy and level of Directors’
remuneration are determined by the Nomination
Committee, which is chaired by Diane Seymour-Williams
and comprises all of the Directors, except the Chair who
stepped down from the Nomination Committee on
28 May 2023.
Remuneration Policy
The Directors’ Remuneration Policy takes into consideration
the principles of UK corporate governance and the AIC’s
recommendations regarding the application of those
principles to investment companies.
No communication was received from shareholders during
the year regarding Directors’ remuneration.
The Company’s policy is that the remuneration of the
Directors, all of whom are non-executive, should reflect
the experience of the Board as a whole and be fair and
comparable to that of other investment trusts with a
similar capital structure and similar investment objectives.
Directors are remunerated exclusively in the form of fees,
payable quarterly in arrears to the Director personally.
The fees for the Directors are determined within the limits
set out in this Remuneration Policy and the Company’s
Articles of Association which currently limit the aggregate
of the fees payable to the Directors to £350,000 per annum.
However it is proposed that this limit be increased to
£450,000 per annum. It is intended that the fees payable
to the Directors should reflect their duties, responsibilities,
and the value and amount of time committed to the
Company’s affairs, and should also be sufficient to enable
candidates of a high quality to be recruited and retained.
The proposed increase to the limit on the Directors’
remuneration cap per annum is subject to the approval by
shareholders, by way of passing a special resolution at the
AGM of the Company, to adopt the New Articles.
There is no performance-related remuneration scheme
and therefore the Directors do not receive bonuses, pension
benefits, share options, long-term incentive schemes or
other benefits, and the fees are not specifically related to the
Directors’ performance, either individually or collectively.
The fees for the two years ended 30 September 2023 and
2022 are set out in the table below. Fees are reviewed
annually and, if considered appropriate, increased
accordingly.
Shareholder
30 September
2023
£
30 September
2022
£
Chair 74,000 64,500
Chair of Audit Committee
1
54,000 49,500
Director 47,000 44,000
1 The Chair of the Audit Committee is also the Senior Independent Director.
The fees paid reflect both duties.
Appointment
The Company only intends to appoint non-executive
directors.
All the Directors are non-executive and are appointed
under the terms of letters of appointment.
The terms of appointment provide that Directors should
retire and be subject to election at the first AGM after their
appointment. The Company’s Articles of Association
require all Directors to retire by rotation at least every three
years. However, notwithstanding the Articles of Association,
the Board has agreed that all Directors should retire
annually and seek re-election at the AGM.
Any Director newly appointed to the Board will receive
the fee applicable to each of the other Directors at the
time of appointment together with any other fee then
currently payable in respect of a specific role which the
new Director is to undertake for the Company.
No incentive or introductory fees will be paid to
encourage a person to become a Director.
Directors are not eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other
benefits.
Directors are entitled to re-imbursement of out-of-
pocket expenses incurred in connection with the
performance of their duties, including travel expenses.
The Company indemnifies its Directors for all costs,
charges, losses, expenses and liabilities which may be
incurred in the discharge of duties as a Director of the
Company.
Performance, Service Contracts,
Compensation and Loss of Office
Directors’ remuneration is not subject to any
performance-related fee.
No Director has a service contract.
No Director was interested in contracts with the
Company during the period or subsequently.
The terms of appointment provide that a Director may
be removed without notice.
There is no notice period and no provision for
compensation upon early termination of appointment,
save for any arrears of fees which may be due.
No Director is entitled to any other monetary payment
or any assets of the Company.
Directors’ and officers’ liability insurance cover is
maintained by the Company on behalf of the Directors.
There has been no changes to the Directors’ Remuneration
Policy since shareholders approved it on 23 March
2023. It is the Nomination Committee’s intention that the
Remuneration Policy to be proposed at the AGM will apply
for the three-year period ending 30 September 2025.
Statement of Voting on the Directors’ Remuneration Policy
at General Meetings
At the AGM held on 22 March 2023, shareholders approved
the Directors’ Remuneration Policy. 99.87% of proxy votes
were cast in favour of the resolution and 0.13% were cast
against.
Implementation Report
Review of Directors’ fees
Subsequent to the financial year end, the Nomination
Committee carried out a review of the level of Directors’
fees, which included consideration of fees paid by
comparable investment trusts and the sector as a
whole. Following this review, the Nomination Committee
recommended to the Board that the cap on the aggregate
of all fees paid to Directors contained within Article 92 of
the Articles of Association be increased from £350,000
per annum to £450,000 per annum (the “Fee Cap”). The
Board considers that the increase and change to an
aggregate Fee Cap will provide sufficient head-room to
enable the Board to execute any succession plans for the
future and to ensure that the levels of the remuneration
for each Director is maintained at market levels. Further to
this, the Nomination Committee recommended that the
Chair of the Board is paid £78,000 per annum, the Chair
of the Audit Committee and Senior Independent Director
is paid £57,000 per annum, and Non-Executive Directors
are paid £50,000 per annum. The Board accepted the
recommendation and the fees are payable with effect from
1 October 2023. For the avoidance of doubt these increases
are in line with the current Fee Cap within the Company’s
current Articles of Association and the proposed increase
in this Fee Cap is subject to the approval of shareholders,
by way of a special resolution at the AGM of the Company,
in respect of the adoption of the New Articles.
The Nomination Committee was not provided with advice
or services by any person in respect of its consideration of
the Directors’ remuneration.
Company Performance
The graph below shows the share price and NAV TR
(assuming all dividends are reinvested) to Ordinary
shareholders compared to the total return from the FTSE
All-Share Index for the ten-year period to 30 September
2023 (rebased to 100 at 30 September 2013). This index
was chosen for comparison purposes only.
Sep13 Sep14 Sep15 Sep1 6 Sep17 Sep23Sep20 Sep21 Sep22Sep18 Sep19
0
200
250
100
50
150
300
350
abrdn Private Equity Opportunities Trust plc FTSE All-Share Index
Statement of Voting on the Directors’ Remuneration Report
at General Meeting
At the Annual General Meeting held on 22 March 2023,
shareholders approved the Directors’ Remuneration
Report in respect of the year ended 30 September 2023.
99.87% of proxy votes were in favour of the resolution and
0.13% were against.
A resolution to approve the Directors’ Remuneration Report
in respect of the year ended 30 September 2023 will be
proposed at the AGM.
Spend on Pay
As the Company has no employees, the Directors do not
consider it appropriate to present a table comparing
remuneration paid to employees with distributions to
shareholders. However, for ease of reference, the total
fees paid to Directors are shown in the table on page 75
while dividends paid to shareholders and the share capital
is shown in notes 7 and 13, respectively, to the financial
statements.
75 76
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Remuneration Report continued Audit Committee Report
Audited Information
Directors’ Remuneration
The Directors who served during the year received the
following emoluments in the form of fees:
Director
Year ended
30 September
2023
Year ended
30 September
2022
Dugald Agble 47,000 44,000
Alan Devine
1
74,000 56,663
Christina McComb
2
0 30,638
Diane Seymour-Williams 47,000 44,000
Yvonne Stillhart
3
47,000 45,000
Calum Thomson
4
54,000 49,050
Total 269,000 269,351
1 Appointed as Chair on 22 March 2022.
2 Retired from the Board and as Chair on 22 March 2022.
3 Entitled to an incremental fee of £1,000 per annum during the financial year
to 30 September 2022 as a Director resident outside of the United Kingdom.
4 Appointed as Senior Independent Director on 22 March 2022, in addition to his
role as Chair of the Audit Committee.
The above amounts exclude any employers’ national
insurance contributions, if applicable. All fees are at a
fixed rate and there is no variable remuneration. Fees are
pro-rated where a change takes place during a financial
year. There were no payments to third parties included in
the fees referred to in the table above. No other forms of
remuneration were received by the Directors.
Annual Percentage Change in Directors’ Remuneration
(Unaudited)*
The table below sets out the annual percentage change
in Directors’ remuneration for the past four years.
Year ended 30 September
Director 2023 2022 2021 2020
Fees % Fees % Fees % Fees %
Dugald Agble
1
6.8 3.5 n/a n/a
Alan Devine
2
14.7 21.9 0.0 3.3
Diane Seymour-Williams 6.8 3.5 0.0 3.7
Yvonne Stillhart
1
4.4 3.4 n/a n/a
Calum Thomson
3
10.1 5.5 0.0 3.3
1 Appointed as a Director on 1 September 2021.
2 Appointed as Chair on 22 March 2022.
3 Appointed as Senior Independent Director on 22 March 2022.
* The above percentage movements assume that each Director has served
a full year with respect of their salary entitlement for that period.
The Board considers that the increased fees are reflective
of the increased workloads and that the current levels of
remuneration for each Director is appropriate and in line
with market level.
Directors Interests in the Company
The Directors are not required to have a shareholding in
the Company. The Directors (including their connected
persons) at 30 September 2023 and 30 September 2022
had no interest in the share capital of the Company other
than those interests, all of which are beneficial, shown in
the following table.
Director
Year ended
30 September
2023
Ordinary shares
Year ended
30 September
2022
Ordinary shares
Dugald Agble
1
1,400 1,400
Alan Devine 14,264 13,857
Diane Seymour-Williams 31,500 31,500
Yvonne Stillhart
1
4,000 4,000
Calum Thomson 13,700 13,700
1 Appointed as a Director on 1 September 2021.
Since the financial year end, Alan Devine has purchased
an additional 245 Ordinary shares in the capital of the
Company through the Dividend Reinvestment Scheme.
There have been no other changes to the Directors’
interests in the share capital of the Company since the
year end up to the date of approval of this Annual Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013, it is confirmed that the above
Remuneration Report summarises, as applicable,
for the year to 30 September 2023:
the major decisions on Directors’ remuneration;
any substantial changes relating to Directors’
remuneration made during the year; and
the context in which the changes occurred and
decisions have been taken.
Diane Seymour-Williams
Chair of the Nomination Committee
30 January 2024
I am pleased to present the Audit Committee Report for
the year ended 30 September 2023.
The Audit Committee comprises myself, as Chair, and all
of the independent Non-Executive Directors except the
Chair of the Board. Further details on the composition of
the Audit Committee are set out on page 69.
Role of the Audit Committee
The principal objective of the Audit Committee is to assist
the Board in relation to the reporting of financial information,
the review of financial controls and the management of risk.
The Committee has defined terms of reference which
are reviewed and re-assessed for their adequacy on at
least an annual basis. Copies of the terms of reference are
published on the Company’s website and are available
from the Company on request.
Main Functions of the Audit Committee
The Committee’s main functions are:
to review and monitor the internal control systems
and risk management systems (including review of
non-financial risks) on which the Company is reliant
(the Directors’ statement on the Company’s internal
controls and risk management is set out below);
to consider whether there is a need for the Company
to have its own internal audit function;
to monitor the integrity of the half-yearly and annual
financial statements of the Company and any formal
announcements relating to the Company’s financial
performance, by reviewing, and challenging where
necessary, the actions and judgements of the Manager;
to review, and report to the Board on, the significant
financial reporting issues and judgements made in
connection with the preparation of the Company’s
financial statements, half-yearly financial reports, any
formal announcements relating to the Company’s
financial performance;
to review the content of the Annual Report and
advise the Board on whether, taken as a whole, it is
fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy;
to review and challenge the assessment of going
concern and viability statement;
to meet with the Independent Auditor (the “Auditor”)
to review the proposed audit programme of work and
the findings of the Auditor. The Committee shall also use
this as an opportunity to assess the effectiveness of the
audit process;
to develop and implement policy on the engagement
of the Auditor to supply non-audit services. Non-audit
fees paid to the Auditor during the year under review
amounted to £nil (2022: £nil). All non-audit services
must be approved in advance by the Audit Committee
and will be reviewed in the light of relevant guidance
and statutory requirements regarding the provision of
non-audit services by the external audit firm, and the
need to maintain the Auditor’s independence;
to make recommendations to the Board in relation
to the appointment of the Auditor and to approve the
remuneration and terms of engagement of the Auditor;
and
to monitor and review the Auditor’s independence,
objectivity, effectiveness, resources and qualification,
taking into consideration relevant UK professional and
regulatory requirements.
The Committee also reviews the Manager’s whistleblowing
procedures.
The Committee has direct access to the Company’s
Auditor, BDO LLP, and representatives of BDO attend
Committee meetings from time to time.
77 78
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Audit Committee Report continued
Activities During the Year
The Audit Committee met three times during the financial year ended 30 September 2023.
Meeting Audit Committee activity
January 2023 Review of the Annual Report
Review of report from the external auditor
Review of the external auditor’s performance and audit quality
Review of principal risks and uncertainties
Review of control environment and internal control reports
Review of going concern and viability
Review of risk appetite statements
Review of corporate governance arrangements
Review of capital: revenue split
Review of the Manager’s valuation processes and procedures and the valuation of the portfolio as
at 30 September 2022
April 2023 Review of the Manager’s valuation processes and procedures and the valuation of the portfolio as
at 31 December 2022
Deep dive into APEO’s co-investment valuation processes and procedures
Deep dive into the valuation processes and procedures of APEO’s largest investment
June 2023 Review of Half-Yearly Report
Review of the external auditor’s audit plan
Review of principal and emerging risks
Review of control environment and internal control reports
Review of going concern
Review of the dividend strategy
Review of capital: revenue split
Review of the Manager’s valuation processes and procedures and the valuation of the portfolio as
at 31 March 2023
The principal issues considered by the Committee were as follows:
Significant issue How the issue was addressed:
Valuation of
Unquoted
Investments
The Company’s accounting policy for valuing unquoted investments is set out in note 1(c) to the
financial statements on page 97. The Audit Committee reviewed and challenged the valuations
prepared by the Manager taking account of the latest available information about the Company’s
investments, the Manager’s knowledge of the underlying investments through its participation
on fund advisory boards and comparison to current market data where appropriate. The Audit
Committee satisfied itself that the valuation of investments had been carried out consistently with
prior periods and in accordance with published industry guidelines.
The external auditors, with the agreement of the Audit Committee, also attended the Manager’s
private equity focused Local Valuation Committee meeting on 8 December 2023 at which the
valuations received from the underlying managers were challenged.
FRC Audit
Quality Review
The Financial Reporting Council (“the FRC”) selected the 2022 year end audit, conducted by BDO,
for detailed review. The findings identified by the FRC have been discussed in detail with the FRC and
the Audit Committee Chair and the Chair as well as with the audit partner. The Audit Committee, as
a whole, discussed the results of the review with BDO and is satisfied that the recommendations have
been appropriately addressed in the delivery of the audit for the year ended 30 September 2023.
Over-commitment
Risk
The Board considers and monitors commitments and the risk of over-commitment at all Board
meetings. The Audit Committee reviewed how the Company’s commitment risks and cash flow
had been managed over the course of the financial year and expectations for the future and also
reviewed the future cash flow projections prepared by the Manager. In particular, the Audit Committee
considered and questioned the underlying assumptions as to outflows and inflows, based on the
Manager’s knowledge of developments at the underlying funds and historical accuracy of the model
in projecting cash flow. The Audit Committee also considered the Independent Auditor’s work and
conclusions in this area. In particular, the Independent Auditors were requested to challenge the
Manager’s calculation of commitments. The Auditor tested the stress scenarios relating to the cash
flow forecast and challenged the Manager to provide explanations relating to additional stress
scenarios. No adjustments were found to be necessary.
Going Concern
and Long-term
Viability
The Committee considered the Company’s financial requirements and viability for the forthcoming
year, taking into account the Company’s performance and financial position as at 30 September
2023. The Committee reviewed the assessment of viability and challenged the assumptions made.
In addition, the stress testing applied to the viability statement was challenged and reviewed. As a
result of this assessment, the Committee concluded that the Company had adequate resources to
continue in operation and meet its liabilities as they fall due both for the forthcoming year. Related
going concern and long-term viability disclosures are set out on pages 55 and 70.
Fair, Balanced and
Understandable
The Audit Committee, when considering the draft Annual Report and financial statements for
the year ended 30 September 2023, concluded that taken as a whole, it 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 Committee
has assumed that the reader of the Annual Report and financial statements would have a
reasonable knowledge of the investment industry in general and of investments trusts in particular.
79 80
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Audit Committee Report continued
Significant issue How the issue was addressed:
Internal Controls
and Risk
Management
The Board, via the Audit Committee, confirms that there is an ongoing process for identifying,
evaluating and managing the Company’s significant business and operational risks, that has been in
place for the year ended 30 September 2022 and up to the date of approval of the Annual Report. The
process is regularly reviewed by the Board and accords with the FRC’s guidance on internal controls.
The Board has overall responsibility for ensuring that there is a system of internal controls and risk
management in place and a process for reviewing its effectiveness. Day-to-day measures have been
delegated to the Manager with an effective process of reporting to the Board for supervision and
control. The system of internal controls and risk management is designed to meet the Company’s
particular needs and the risks to which it is exposed. Accordingly, the system of internal control and
risk management is designed to manage, rather than eliminate, the risk of failure to achieve business
objectives and, by its nature, can only provide reasonable and not absolute assurance against
material misstatement or loss.
The design, implementation and maintenance of controls and procedures to safeguard the assets
of the Company and to manage its affairs properly extends to operational and compliance controls
and risk management. The Board, via the Audit Committee, considers the potential cause and
possible effect of the risk as well as reviewing the controls in place to mitigate them.
Clear lines of accountability have been established between the Board and the Manager. The Board
and Audit Committee receive regular reports covering key performance and risk indicators and
consider control and compliance issues brought to its attention. In carrying out its review, the Board
has had regard to the activities of abrdn, including its internal audit and compliance functions, and
the Auditor.
The Board, via the Audit Committee, has reviewed the abrdn process for identifying and evaluating
the significant risks faced by the Company and the policies and procedures by which these risks
are managed. The Board has also reviewed the effectiveness of abrdn’s system of internal control
including its annual internal controls report prepared in accordance with the International Auditing
and Assurance Standards Boards International Standard on Assurances Engagements (“ISAE”) 3402,
Assurance Reports on Controls at a Service Organisation”.
Risks are identified and documented through a risk management framework by each function
within abrdn’s activities. Risk is considered in the context of the FRC’s guidance on internal controls
and includes financial, regulatory, market, operational and reputational risk. This helps the internal
audit risk assessment model identify those functions for review. Any weaknesses identified are
reported to the Board and timetables are agreed for implementing improvements to systems. The
implementation of any remedial action required is monitored and feedback provided to the Board.
The key components designed to provide effective internal control are outlined below:
written agreements are in place which specifically define the roles and responsibilities of the
Manager and other third-party service providers;
the Board and Manager have agreed clearly defined investment criteria, specified levels of
authority and exposure limits. Reports on these issues, including performance statistics and
investment valuations, are regularly submitted to the Board;
the Manager prepares forecasts and management accounts which allow the Board to assess
the Company’s activities and review its performance; the emphasis is on obtaining the relevant
degree of assurance and not merely reporting by exception;
as a matter of course abrdn’s internal audit and compliance departments continually review its
operations; and
bi-annually, the Audit Committee carries out an assessment of internal controls by considering
documentation from abrdn, including the internal audit and compliance functions and reports
to the Board on its conclusions.
The Board, via the Audit Committee, has considered the need for an internal audit function. However,
the Company has no employees and the day-to-day management of the Company’s assets has
been delegated to abrdn which has its own compliance and internal control systems. The Board
has therefore decided to place reliance on those systems and internal audit procedures and has
concluded that it is not necessary for the Company to have its own internal audit function.
No significant weaknesses in the control environment were identified. The Committee, therefore,
concluded that there were no significant issues which required to be reported to the Board.
External Audit
The Committee monitors and reviews the effectiveness
of the external audit process for the publication of the
Annual Report and makes recommendations to the
Board on the re-appointment, remuneration and terms
of engagement of the Auditor.
Audit Fees
The audit fee incurred for the review of the 2023 Annual
Report and Audit was £84,000 (30 September 2022:
£63,000). BDO had initially proposed a substantially
increased fee versus 2022 but the Committee negotiated a
three-year agreement pursuant to which fee increases will
be staggered as agreed between the Committee and BDO.
Review of Independent Auditor
The Audit Committee meets at least twice a year with the
Auditor. The Auditor provides a planning report in advance
of the annual audit, and a report on the annual audit.
The Audit Committee has an opportunity to question and
challenge the Auditor in respect of each of these reports.
In addition, at least once a year, the Audit Committee has
an opportunity to discuss any aspect of the Auditor’s work
with the Auditor in the absence of the Manager. After each
audit, the Audit Committee reviews the audit process and
considers its effectiveness.
The Audit Committee has reviewed the effectiveness of
BDO, including:
Independence – the Auditor discusses with the Audit
Committee, at least annually, the steps it takes to
ensure its independence and objectivity and makes the
Committee aware of any potential issues, explaining all
relevant safeguards.
Quality of audit work – including the ability to resolve
issues in a timely manner (identified issues are
satisfactorily and promptly resolved), its communications/
presentation of outputs (the explanation of the audit plan,
any deviations from it and the subsequent audit findings
are comprehensive and comprehensible), and working
relationship with management (the Audit Committee
believes that the Auditor has a constructive working
relationship with the Manager).
Quality of people and service – including continuity and
succession plans (the audit team is made up of sufficient,
suitably experienced staff with provision made for
knowledge of the investment trust sector and consistency
in the team on the periodic rotation of the audit partner).
Fees – including current and proposed fees for future
years.
As set out on page 78, the Audit Committee, as a whole,
discussed the results of the FRC review of the 2022 year end
audit with BDO and is satisfied that the recommendations
have been appropriately addressed in the delivery of the
audit for the year ended 30 September 2023.
The Independent Auditor’s report is included on pages 85
to 92.
Tenure of the Auditor
BDO was initially appointed as the Company’s independent
Auditor on 24 August 2018. In accordance with present
professional guidelines the audit partner is rotated after
no more than five years and the year ended 30 September
2022 was the fifth year for which Mr Peter Smith had served.
Mr Chris Meyrick was approved by the Audit Committee
to lead the Company’s audit during the financial year to
30 September 2023.
In accordance with the Statutory Audit Services Order
2014, issued by the Competition and Markets Authority
(“CMA Order”), a competitive audit tender must be carried
out at least every ten years. The Company is therefore
required to carry out an audit tender no later than in
respect of the financial year ending 30 September 2028.
The Audit Committee is satisfied that BDO is independent
and therefore supports the recommendation to the Board
that the re-appointment of BDO be put to shareholders for
approval at the 2024 AGM.
Calum Thomson
Chair of the Audit Committee
30 January 2024
81 82
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Board of Directors 63
Directors’ Report 65
Directors’ Remuneration Report 73
Audit Committee Report 76
Directors’ Responsibility Statement 81
Financial Statements
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Directors’ Responsibility Statement
Directors Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. Company law requires
the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected
to prepare the financial statements in accordance with
UK 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 applicable UK 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 accounts, taken as a whole, are fair, balanced,
and understandable and provides the information
necessary for shareholders to assess the Company’s
position and 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 Directors confirm to the best of their knowledge:
the financial statements have been prepared in
accordance with applicable accounting standards and
give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Company; and
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
the Company faces.
On behalf of the Board
Alan Devine
Chair
30 January 2024
83 84
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Financial
Statements
85 86
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
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 30 September 2023 and of its profit for the year
then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of abrdn Private Equity Opportunities Trust plc (the ‘Company’) for the year
ended 30 September 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Financial Statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted
Accounting Practice).
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 Directors on 24 August 2018 to audit
the financial statements for the year ended 30 September 2018 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and reappointments is six years, covering the years ended 30 September
2018 to 30 September 2023. 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 evaluating the appropriateness of Directors’
method of assessing the going concern including cash flow modelling, and stress testing performed, further details of
which, including our challenge, are included in the key audit matters section below.
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.
Overview
2023 2022
Key audit matters Valuation and ownership of investments Yes Yes
Unfunded commitments and cash flow modelling Yes Yes
Materiality £11,900,000 (2022: £11,500,000) based on 1% (2022: 1%) of net assets.
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.
Independent Auditor’s Report to The Members
of abrdn Private Equity Opportunities Trust Plc
87 88
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and
ownership of
investments:
(Notes 1(c)
on page 97
and Note 9
on page 103)
All the company’s investments
are held in private equity funds
and direct investments into
private companies alongside
private equity managers
(“co-investments”).
There is a level of estimation
uncertainty and judgement
involved in valuing the investments,
including the use of information
provided by the underlying
general partner (“GP”) and
any adjustments made by the
manager, and as such, there is a
significant risk over the valuation
of these investments.
In addition, the Investment
Manager’s fee is based on the
value of the net assets of the fund.
As the Investment Manager is
able to make adjustments to the
underlying valuations, there is a
potential risk of overstatement of
investment valuations.
There is also a risk of error in
the recording of the investment
holdings such that those recorded
do not appropriately reflect
the investments owned by
the Company.
Due to all of these reasons, the
valuation and ownership of
investments was considered
to be a key audit matter.
We responded to this matter by performing the following
procedures:
Considered the appropriateness of the valuation policies to
determine if they are in line with the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines.
We performed walkthroughs of the investment manager’s
internal process and obtained an understanding of the design
and implementation of controls in place in relation to the
valuation of investments.
We attended the Valuation Committee meeting held
on 9 December 2023 to assess how the members of the
Committee challenge the valuation determined.
We tested a sample of investments representing 99.5% of the
total population of investments by value. For the sample, we:
- Performed a risk assessment to ensure our testing was
appropriately tailored to the specific risk characteristics
of those investments.
- Compared the year-end valuations per the accounting
records to the capital statements received from the GPs
of the underlying funds. Where a coterminous capital
statement was not available, we agreed the cash roll forward
to transactions in that period and reviewed management’s
assessment of other potential movements in that period.
- Reviewed management’s assessments of the capital
statements provided by the GPs to assess their
appropriateness in determining the fair value of the
Company’s investments.
- Considered the need for the Investment Manager to adjust
the underlying valuations for specific cases, such as carried
interest, and agreed these adjustments to the underlying
support.
- Assessed the appropriateness of the valuations provided
by the underlying general partners and the reliability of the
capital statement of net asset value through back testing to
audited accounts by comparing the audited net asset value
to the coterminous capital statement. We also assessed
whether those audited financial statements provided are
an appropriate reflection of fair value by considering the
accounting policies, conclusions in the audit reports and the
auditors providing the reports. Where audited accounts of
the underlying investments were not available, we designed
and performed procedures to address the specific risk of
each investment.
- Reviewed the year end capital statements prepared by the
GPs for any possible inconsistent information pertaining to
the valuations.
We obtained direct confirmation from the depositary regarding
all investments held at the year-end date.
Key Observations
Based on our procedures performed we did not identify
any matters to suggest that the valuation and ownership of
investments was inappropriate.
Key audit matter How the scope of our audit addressed the key audit matter
Unfunded
commitments
and cash flow
modelling:
(Note 16 on
page 105)
The Board has taken the decision
to make commitments to new
fund investments which are
greater than the current cash
and committed credit facilities.
As private equity funds generally
call monies over a period of years,
whilst the Company is making
investments, the drawdowns for
funds which are investing should
be offset by the more mature
funds which are realising their
investments and distributing
cash back to the Company.
To reduce the risk of having an
obligation to pay out more cash
than is in the bank or on short-
term deposit on any particular
day, a committed, multi-currency
revolving credit facility was
arranged.
However, there is a risk of having
an obligation to pay out more cash
than is available at any particular
time therefore this was considered
to be a key audit matter.
The Investment Manager monitors the Company’s ongoing
cash requirements by the use of cash flow modelling and reports
to the Board on a regular basis. We have reviewed this and the
underlying assumptions by performing the following procedures:
We reviewed the accuracy of the model including the
commitment balances and valuations in the model by
agreeing the commitments to the general partners’
statements; and the valuations to the work performed on
valuation of investments.
We reviewed the model for timing and accuracy of projected
commitments and tested the likelihood of anticipated
drawdowns based on historic experience.
We agreed inputs in the model to third party general partners’
statements where appropriate.
We tested the reasonableness of the forecasted dividends to
be paid by the Company by confirming the sufficiency of the
cash reserves and cash surplus from the forecasts.
We performed sensitivity on the cash flow model by assuming
accelerated drawdowns of the total amount of outstanding
commitments as well as lower realisations from investment
disposals.
We have agreed the facility terms to the facility agreement
and confirmed the year-end balance on this facility with the
third-party provider.
Key Observations
Based on our procedures performed we did not identify any
matters to suggest that the unfunded commitments and cash flow
modelling was inappropriate.
Independent Auditor’s Report to The Members
of abrdn Private Equity Opportunities Trust Plc continued
89 90
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
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
2023 2022
Materiality £11,900,000 £11,500,000
Basis for determining materiality 1% of net assets
Rationale for the benchmark
applied
In setting materiality, we considered the nature and composition
of the investment portfolio. Given that the Company’s portfolio is
comprised of unquoted funds, we have applied 1% of net assets.
Performance materiality £8,900,000 £8,600,000
Basis for determining performance
materiality
75% 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 £590,000
(2022: £570,000). 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 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 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.
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; and
The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate.
Other Code
provisions
Directors’ statement on fair, balanced and understandable;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks;
The section of the annual report that describes the review of effectiveness of risk management
and internal control systems; and
The section describing the work of the Audit committee.
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.
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 by the Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Company 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.
Independent Auditor’s Report to The Members
of abrdn Private Equity Opportunities Trust Plc continued
91 92
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Responsibilities of Directors
As explained more fully in the Directors’ responsibility statement, 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
We gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which
it operates;
We considered the risk of the Company acting in ways which are contrary to applicable laws and regulations,
including fraud. These included but were not limited to the Companies Act 2006, the UK Listing rules, the DTR rules, the
principles of the UK Corporate Governance Code, FRS 102, and UK tax legislation. We also considered the Company’s
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;
Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
Enquiries of management and those charged with governance relating to the existence of any non-compliance
with laws and regulations;
Reviewing minutes of meetings 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.
Fraud
We assessed the susceptibility of the financial statements 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 meeting 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 fraud to be management override of controls
and valuation of investments.
Our procedures in respect of the above included:
Recalculating investment management fees in total;
Obtaining independent confirmation of bank balances, investments and loan balance;
Review and consideration of the appropriateness of adjustments made in the preparation of the financial statements;
Review of estimates and judgements applied by management in the financial statements to assess their
appropriateness and the existence of any systematic bias;
Review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement; and
The procedures set out in the Key Audit Matters section above to the extent that they relate to the fraud risks.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members who were deemed to have the necessary 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.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Edinburgh, UK
30 January 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent Auditor’s Report to The Members
of abrdn Private Equity Opportunities Trust Plc continued
93 94
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Statement of Comprehensive Income
For the year ended 30 September 2023 For the year ended 30 September 2022
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Total capital gains on investments 9 - 70,562 70,562 147,940 147,940
Currency (losses)/gains 14 - (60) (60) 942 942
Income 2 9,645 - 9,645 9,368 - 9,368
Investment management fee 3 (561) (10,652) (11,213) (1,060) (9,540) (10,600)
Administrative expenses 4 (1,234) - (1,234) (1,054) - (1,054)
Profit before finance costs
and taxation 7,850 59,850 67,70 0 7,254 139,342 146,596
Finance costs 5 (332) (5,821) (6,153) (318) (1,907) (2,225)
Profit before taxation 7,518 54,029 61,547 6,936 137,435 144,371
Taxation 6 (1,462) 878 (584) (1,174) 414 (760)
Profit after taxation 6,056 54,907 60,963 5,762 137,849 143,611
Earnings per share – basic
and diluted 8 3.94p 35.71p 39.65p 3.75p 89.66p 93.41p
The Total columns of this statement represents the profit and loss account of the Company.
There are no items of other comprehensive income, therefore this statement is the single statement of comprehensive
income of the Company.
All revenue and capital items in the above statement are derived from continuing operations.
No operations were acquired or discontinued in the year.
The total dividend which has been recommended based on this Statement of Comprehensive Income is 16.00p
(2022: 14.40p) per Ordinary share.
The accompanying notes form an integral part of these financial statements.
Statement of Financial Position
As at 30 September 2023 As at 30 September 2022
Notes £’000 £’000 £’000 £’000
Non-current assets
Investments 9 1,261,995 1,192,380
Current assets 1,261,995 1,192,380
Receivables 10 30,117 1,056
Cash and cash equivalents 9,436 30,341
Total current assets 39,553 31,397
Creditors: amounts falling due within one year
Payables 11 (5,022) (3,713)
Revolving credit facility 12 (100,883) (62,012)
Net current liabilities (66,352) (34,328)
Total assets less current liabilities 1,195,643 1,158,052
Capital and reserves
Called-up share capital 13 307 307
Share premium account 14 86,485 86,485
Special reserve 14 51,503 51,503
Capital redemption reserve 14 94 94
Capital reserves 14 1,057,254 1,019,663
Revenue reserve 14
Total shareholders’ funds 1,195,643 1,158,052
Net asset value per equity share 15 777.7p 753.2p
The accompanying notes form an integral part of these financial statements.
The Financial Statements of abrdn Private Equity Opportunities Trust plc, registered number SC216638 on pages 93 to
110 were approved and authorised for issue by the Board of Directors on 30 January 2024 and were signed on its behalf
by Alan Devine, Chair.
Alan Devine
Chair
30 January 2024
95 96
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Statement of Changes in Equity
For the year ended 30 September 2023
Notes
Called-up
share capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 October 2022 307 86,485 51,503 94 1,019,663 1,158,052
Profit after taxation 54,907 6,056 60,963
Dividends paid 7 (17,316) (6,056) (23,372)
Balance at 30 September 2023 13, 14 307 86,485 51,503 94 1,057, 254 1,195,643
For the year ended 30 September 2022
Notes
Called-up
share capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 October 2021 307 86,485 51,503 94 897,578 1,035,967
Profit after taxation 137,849 5,762 143,611
Dividends paid 7 (15,764) (5,762) (21,526)
Balance at 30 September 2022 13, 14 307 86,485 51,503 94 1,019,663 1,158,052
The accompanying notes form an integral part of these financial statements.
Statement of Cash Flows
For the year ended
30 September 2023
For the year ended
30 September 2022
Notes £’000 £’000 £’000 £’000
Cash flows from operating activities
Profit before taxation 61,547 144,371
Adjusted for:
Finance costs 5 6,153 2,225
Gains on disposal of investments 9 (112,726) (107,007)
Revaluation of investments 9 41,864 (41,433)
Currency losses/(gains) 14 60 (942)
Decrease/(increase) in debtors 241 (6)
Increase in creditors 880 854
Tax deducted from non-UK income 6 (584) (760)
Net cash outflow from operating activities (2,565) (2,698)
Investing activities
Purchase of investments 9 (189,446) (245,270)
Purchase of secondary investments 9 (3,857) (8,347)
Distributions of capital proceeds by investments 9 141,555 201,557
Receipt of proceeds from disposal of unquoted
investments 9 22,955 15,714
Net cash outflow from investing activities (28,793) (36,346)
Financing activities
Revolving credit facility – amounts drawn 12 60,239 79,031
Revolving credit facility – amounts repaid 12 (19,893) (17,019)
Interest paid and arrangement fees (6,461) (1,757)
Ordinary dividends paid 7 (23,372) (21,526)
Net cash inflow from financing activities 10,513 38,729
Net decrease in cash and cash equivalents (20,845) (315)
Cash and cash equivalents at the beginning of the year 30,341 29,714
Currency (losses)/gains on cash and cash equivalents (60) 942
Cash and cash equivalents at the end of the year 9,436 30,341
Cash and cash equivalents consist of:
Cash 9,436 30,341
Cash and cash equivalents 9,436 30,341
The accompanying notes form an integral part of these financial statements.
Included in profit before taxation is dividends received from investments of £3,532,000 (2022: £4,759,000),
interest received from investments of £5,519,000 (2022: £4,538,000) and interest received from cash balances
of £593,000 (2022: £71,000).
97 98
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements
1. Accounting Policies
(a) Basis of Accounting
The financial statements have been prepared in accordance with the Companies Act 2006, Financial Reporting
Standard 102 and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies
and Venture Capital Trusts” (the “SORP”), updated in July 2022. They have also been prepared on the assumption that
approval as an investment trust will continue to be granted. The financial statements have been prepared on a going
concern basis. The Directors believe that this is appropriate for the reasons outlined in the Directors’ Report on page 81.
The principal accounting policies adopted are set out below. These policies have been applied consistently throughout
the current and prior year.
Rounding is applied to the disclosures in these financial statements, where considered relevant.
(b) Revenue, Expenses and Finance Costs
Dividends and income from unquoted investments are included when the right to receipt is established, which is the notice
value date. Dividends are accounted for as revenue in the Statement of Comprehensive Income. Interest receivable is
dealt with on an accruals basis.
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the
Statement of Comprehensive Income except as follows:
transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the
Statement of Comprehensive Income;
the Company charges 95% of investment management fees and finance costs to capital, in accordance with the Board’s
expected long-term split of returns between capital gains and income from the Company’s investment portfolio. Prior to
1 October 2022, the investment management fees and finance costs were allocated 90% to the realised capital reserve –
gains/(losses) on disposal and 10% to the revenue account. Bank interest expense has been charged wholly to revenue.
(c) Investments
Investments are measured at fair value through profit or loss as detailed below. On the date of making a legal commitment
to invest in a fund or co-investment, such commitment is recorded and disclosed. When funds are drawn in respect of
these commitments, the resulting investment is recognised in the financial statements. The investment is removed when
it is realised or when the investment is wound up. Gains and losses arising from changes in fair value are included as a
capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserves.
Unquoted investments are stated at the Directors’ estimate of fair value and follow the recommendations of the European
Private Equity & Venture Capital Association (EVCA”) and the British Private Equity & Venture Capital Association (“BVCA).
The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the Statement of
Financial Position date. The valuation policies used by the manager in undertaking that valuation will generally be in line
with the joint publication from the EVCA and the BVCA, “International Private Equity and Venture Capital Valuation (IPEV”)
Guidelines”. Where formal valuations are not completed as at the Statement of Financial Position date, the last available
valuation from the manager is adjusted for any subsequent cash flows occurring between the valuation date and the
Statement of Financial Position date. The Company’s Manager may further adjust such valuations to reflect any changes
in circumstances from the last manager’s formal valuation date to arrive at the estimate of fair value.
For listed investments, which were actively traded on recognised stock exchanges, fair value is determined by reference
to their quoted bid prices on the relevant exchange as at the close of business on the last trading day of the Company’s
financial year.
(d) Dividends payable
Dividends are recognised in the period in which they are paid.
(e) Capital and Reserves
Share premium – The share premium account represents the premium above nominal value received by the Company
on issuing shares net of issue costs.
Special reserve – Court approval was given on 27 September 2001 for 50% of the initial premium arising on the issue of
the Ordinary share capital to be cancelled and transferred to a special reserve. The reserve is a distributable reserve and
may be applied in any manner as a distribution, other than by way of a dividend.
Capital redemption reserve – this reserve is used to record the amount equivalent to the nominal value of any of the
Company’s own shares purchased and cancelled in order to maintain the Company’s capital.
Capital reserve – gains/(losses) on disposal – Represents gains or losses on investments realised in the period that have
been recognised in the Statement of Comprehensive Income, in addition to the transfer of any previously recognised
unrealised gains or losses on investments within “Capital reserve – revaluation” upon disposal. This reserve also represents
other accumulated capital related expenditure such as management fees and finance costs, as well as other currency
gains/losses from non-investment activity.
Capital reserve – revaluation – Represents increases and decreases in the fair value of investments that have been
recognised in the Statement of Comprehensive Income during the period. This reserve also represents unrealised
currency gains/losses from non-investment activity.
Revenue reserve The revenue reserve represents accumulated revenue profits retained by the Company that have not
currently been distributed to shareholders as a dividend.
The revenue and capital reserves – gains/(losses) on disposal represent the amount of the Company’s reserves
distributable by way of dividend. All other aforementioned reserves are not distributable by way of dividend.
(f) Taxation
i) Current taxation – Provision for corporation tax is made at the current rate on the excess of taxable income net of
any allowable deductions. In line with the recommendations of the SORP, the allocation method used to calculate tax
relief on expenses presented against capital in the Statement of Comprehensive Income is the “marginal basis”. Under
this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the
Statement of Comprehensive Income, then no tax relief is transferred to the capital column. Withholding tax suffered
on income from overseas investments is taken to the revenue column of the Statement of Comprehensive Income.
ii) Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
Statement of Financial Position date, where transactions or events that result in an obligation to pay more or a right to
pay less tax in future have occurred at the Statement of Financial Position date, measured on an undiscounted basis
and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more
likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can
be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as
stated in the financial statements which are capable of reversal in one or more subsequent periods.
Due to the Company’s status as an investment trust company, and the intention to continue meeting the conditions
required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains
and losses arising on the revaluation or disposal of investments.
99 100
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
1. Accounting Policies continued
(g) Foreign Currency Translation, Functional and Presentation Currency
Foreign currency translation – Transactions in foreign currencies are converted to sterling at the exchange rate ruling at the
date of the transaction. Overseas assets and liabilities are translated at the exchange rate prevailing at the Company’s
Statement of Financial Position date. Gains or losses on translation of investments held at the year end are accounted
for in the Statement of Comprehensive Income through inclusion in total capital gains/losses on investments and is
transferred to capital reserves. Gains or losses on the translation of overseas currency balances held at the year end
are also accounted for through the Statement of Comprehensive Income and are transferred to capital reserves.
Functional and presentation currency – For the purposes of the financial statements, the results and financial position of
the Company is expressed in sterling, which is the functional currency and the presentation currency of the Company.
Rates of exchange to sterling at 30 September were:
2023 2022
Euro 1.1528 1.1395
US Dollar 1.2206 1.1163
Canadian Dollar 1.6502 1.5339
Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.
The Company’s investments are made in a number of currencies. However, the Board considers the Company’s
functional currency to be sterling. In arriving at this conclusion, the Board considers that the shares of the Company are
listed on the London Stock Exchange. The Company is regulated in the United Kingdom, principally having its shareholder
base in the United Kingdom, and pays dividends as well as expenses in sterling.
(h) Cash and Cash Equivalents
Cash comprises bank balances and cash held by the Company. Cash equivalents comprise money-market funds
which are used by the Company to provide additional short-term liquidity. Cash equivalents are short-term, highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value.
(i) Debtors
Debtors are recognised initially at fair value. They are subsequently measured at amortised cost using the effective
interest method, less the appropriate allowances for estimated irrecoverable amounts.
(j) Creditors
Creditors are recognised initially at fair value. They are subsequently stated at amortised cost using the effective interest
method.
(k) Revolving Credit Facility
Revolving credit facility drawdowns are recognised initially at cost, being the fair value of the consideration received.
They are subsequently stated at amortised cost using the effective interest method.
(l) Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment
business. Consequently, no business segmental analysis is provided.
(m) Judgements and Key Sources of Estimation Uncertainty
The preparation of financial statements requires the Company to make estimates and assumptions and exercise
judgements in applying the accounting policies that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses arising during the year. Estimates and
judgements are continually evaluated and based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. The area where estimates and assumptions
have the most significant effect on the amounts recognised in the financial statements is the determination of fair value
of unquoted investments, as disclosed in note 1(c).
2. Income
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
Interest from fund investments 5,519 4,538
Dividends from fund investments 3,532 4,759
Interest from cash balances 594 71
Total income 9,645 9,368
3. Investment Management Fees
Year to 30 September 2023 Year to 30 September 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 561 10,652 11,213 1,060 9,540 10,600
The Manager of the Company is abrdn Capital Partners LLP. In order to comply with the Alternative Investment Fund
Managers Directive (“AIFMD”), the Company appointed abrdn Capital Partners LLP as its AIFM from 1 July 2014.
The investment management fee payable to the Manager is 0.95% per annum of the NAV of the Company. The investment
management fee is allocated 95% to the realised capital reserve – gains/(losses) on disposal and 5% to the revenue
account. Prior to 1 October 2022, the investment management fee was allocated 90% to the realised capital reserve –
gains/(losses) on disposal and 10% to the revenue account. The management agreement between the Company and
the Manager is terminable by either party on 12 months’ written notice.
Investment management fees due to the Manager as at 30 September 2023 amounted to £3,943,000
(30 September 2022: £2,888,000).
4. Administrative Expenses
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
Directors’ fees 269 269
Employers’ national insurance 31 32
Marketing fees 323 243
Secretarial and administration fees 266 247
Fees and subscriptions 99 78
Auditor’s remuneration 84 63
Depositary fees 62 59
Professional and consultancy fees 55 49
Legal fees 7 12
Other expenses 38 2
Total 1,234 1,054
No non-audit services were provided by the Company Auditor, BDO LLP during the year to 30 September 2023.
Irrecoverable VAT has been shown under the relevant expense line.
The administration fee payable to IQ EQ Administration Services (UK) Ltd is adjusted annually in line with the retail prices
index. The administration agreement is terminable by the Company on three months’ notice.
The secretarial fee payable to abrdn Holdings plc is adjusted annually in line with the retail price index. The secretarial
agreement is terminable by the Company on six months’ notice.
The emoluments paid to the Directors during the year can be found in the Directors’ Remuneration Report on page 75.
101 102
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
5. Finance Costs
Year to 30 September 2023 Year to 30 September 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revolving credit facility interest expense 215 3,604 3,819 107 965 1,072
Revolving credit facility commitment fee 84 1,590 1,674 70 634 704
Revolving credit facility arrangement fee 33 627 660 34 308 342
Bank interest expense 107 - 107
Total 332 5,821 6,153 318 1,907 2,225
6. Taxation
(a) Analysis of the Tax Charge Throughout the Year
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
Overseas withholding tax 584 760
(b) Factors Affecting the Total Tax Charge for the Year
Year to 30 September 2023 Year to 30 September 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit before taxation 7, 518 54,029 61,547 6,936 137,435 144,371
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are
explained below.
Year to 30 September 2023 Year to 30 September 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit multiplied by the effective rate of
corporation tax in the UK – 22.0% (2022: 19.0%) 1,655 11,887 13,542 1,318 26,113 27,431
Non-taxable capital gains on investments
1
- (15,524) (15,524) - (28,109) (28,109)
Non-taxable currency losses/(gains) 13 13 - (179) (179)
Non-taxable income (777) - (777) (904) - (904)
Overseas withholding tax 584 - 584 760 - 760
Surplus management expenses and loan
relationship deficits not relieved - 2,746 2,746 - 1,761 1,761
Total tax charge/(credit) for the year 1,462 (878) 584 1,174 (414) 760
1 The Company carries on business as an investment trust company with respect to sections 1158-1159 of the Corporation Tax Act 2010. As such any capital gains
are exempt from UK taxation.
(c) Factors That May Affect Future Tax Charges
At the year end there is a potential deferred tax asset of £11,202,939 (2022: £8,081,044) in relation to excess management
expenses carried forward. The deferred tax asset is unrecognised at the year end in line with the Company’s stated
accounting policy.
The corporation tax main rate for the years 1 April 2021 and 2022 was 19%. A revision to Corporation Tax was introduced
in Finance Bill 2021, which retained the main rate at 19% from 1 April 2022, followed by an increase to 25% from 1 April
2023. The effective tax rate applied for the year ended 30 September 2023 is therefore a blended rate of 22%. Deferred
taxes at the Statement of Financial Position date have been measured at these enacted rates and reflected in these
financial statements.
7. Dividend on Ordinary Shares
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
Amount recognised as a distribution to equity holders in the year:
2022 third quarterly dividend of 3.60p (2021: 3.40p) per Ordinary share paid on 28 October 2022
(2021: paid on 29 October 2021) 5,536 5,227
2022 fourth quarterly dividend of 3.60p per Ordinary share (2021: 3.40p) paid on 27 January 2023
(2021: paid on 28 January 2022) 5,536 5,227
2023 first quarterly dividend of 4.00p (2022: 3.60p) per Ordinary share paid on 21 April 2023
(2022: paid on 22 April 2022) 6,150 5,536
2023 second quarterly dividend of 4.00p (2022: 3.60p) per Ordinary share paid on 28 July 2023
(2022: paid on 29 July 2022) 6,150 5,536
Total 23,372 21,526
Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the
requirements of sections 1158-1159 of the Corporation Tax Act 2010 are considered. Of the total profit after taxation for
the year of £60,963,000 (2022: £143,611,000), the total revenue and capital profits which are available for distribution by
way of a dividend for the year is £102,208,000 (2022: £102,755,000).
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
2023 first quarterly dividend of 4.00p (2022: 3.60p) per Ordinary share paid on 21 April 2023
(2022: paid on 22 April 2022) 6,150 5,536
2023 second quarterly dividend of 4.00p (2022: 3.60p) per Ordinary share paid on 28 July 2023
(2022: paid on 29 July 2022) 6,150 5,536
2023 third quarterly dividend of 4.00p (2022: 3.60p) per Ordinary share paid on 27 October 2023
(2022: paid on 28 October 2022) 6,150 5,536
Proposed 2023 fourth quarterly dividend of 4.00p per Ordinary share (2022: 3.60p per ordinary
share) due to be paid on 26 January 2024 (2022: 27 January 2023). 6,150 5,536
Total 24,600 22,144
8. Earnings Per Share – Basic and Diluted
Year to 30 September 2023 Year to 30 September 2022
pence £’000 pence £’000
The net return per Ordinary share is based on the following figures:
Revenue net return 3.94 6,056 3.75 5,762
Capital net return 35.71 54,907 89.66 137,849
Total net return 39.65 60,963 93.41 143,611
Weighted average number of Ordinary shares in issue: 153,746,294 153,746,294
There are no diluting elements to the earnings per share calculation in 2023 (2022: none).
103 104
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
9. Investments
Yea r to
30 September 2023
Yea r to
30 September 2022
Total
£’000
Total
£’000
Fair value through profit or loss:
Opening market value 1,192,380 1,007,843
Opening investment holding gains (346,062) (304,629)
Opening book cost 846,318 703,214
Movements in the year:
Additions at cost 189,446 245,270
Secondary purchases 3,857 8,347
Distribution of capital proceeds (141,555) (201,806)
Secondary sales (52,995) (15,714)
845,071 739,311
Gains on disposal of underlying investments 112,726 107,007
Closing book cost 957,797 846,318
Closing investment holding gains 304,198 346,062
Closing market value 1,261,995 1,192,380
Yea r to
30 September 2023
Yea r to
30 September 2022
Total
£’000
Total
£’000
Gains on investments held at fair value through profit or loss based on historical costs 112,726 107,007
Gains recognised as unrealised in previous years in respect of distributed capital proceeds or
disposal of investments (46,367) (44,999)
Gains on distribution of capital proceeds or disposal of investments based on the carrying
value at the previous year end date 66,359 62,008
Net movement in unrealised investment gains 4,503 86,432
Total capital gains on investments held at fair value through profit or loss 70,862 148,440
Transaction Costs
During the year expenses were incurred in acquiring or disposing of investments. These have been expensed through
capital and are included within capital gains on investments of £70,562,000 (2022: £147,940,000) in the Statement of
Comprehensive Income. The total costs were as follows:
Yea r to
30 September
2023
£’000
Yea r to
30 September
2022
£’000
Transaction costs 300 500
10. Receivables
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Amounts falling due within one year:
Investments receivable 30,040 249
Prepayments 39 34
Interest receivable 38 25
Unamortised arrangement fees 748
Total 30,117 1,056
Investments receivable as at 30 September 2023 relate to the future receipt of proceeds from a partial sale of Action
during the financial year. These proceeds were received shortly after the financial year end of the Company.
11. Payables
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Amounts falling due within one year:
Management fee 3,943 2,888
Accruals 888 719
Secretarial and administration fee 191 105
Bank interest 1
Total 5,022 3,713
12. Revolving Credit Facility
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Revolving credit facility 100,883 62,012
On 10 October 2022, the Company announced an expansion of the credit facility which increased from £200 million to
£300 million with The Royal Bank of Scotland International Limited joining as a lender and Natwest Markets Plc replacing
Citibank Europe plc as Agent in the syndicate of banks providing the revolving credit facility, alongside current providers
Société Gérale and State Street Bank International GmbH.
The interest rate on the expanded facility is unchanged and is calculated as the defined reference rate of the currency
drawn plus 1.625% rising to 2.0% depending on the level of utilisation, whilst the commitment fee rate payable on
non-utilisation is now between 0.7% and 0.8% per annum based on the level of facility utilisation. The maturity date
of the facility was extended by one year to December 2025.
Inclusive of the revolving credit facility balance is £1,475,000 of unamortised revolving credit facility fees which partially
offsets the total amount of the facility balance drawn as at 30 September 2023. With respect of the comparative period
to 30 September 2022, the unamortised revolving credit facility fees of £748,000 were included as part of Receivables.
This amount is not considered material to require restatement of the prior year financial statements, and does not impact
the NAV of the Company at either date.
13. Called-up Share Capital
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Issued and fully paid:
Ordinary shares of 0.2p
Opening balance of 153,746,294 (2022: 153,746,294) Ordinary shares 307 307
Closing balance of 153,746,294 (2022: 153,746,294) Ordinary shares 307 307
The Company may buy back its own shares where it is judged to be beneficial to shareholders, taking into account the
discount between the Company’s NAV and the share price, and the supply and demand for the Company’s shares in the
open market.
No shares were bought back during the year (2022: Nil).
105 106
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
14. Reserves
Share
premium
account
£’000
Special
reserve
£’000
Capital
redemption
reserve
£’000
Capital reserves
Revenue
reserve
£’000
Gains/(losses)
on disposal
£’000
Revaluation
£’000
Opening balances at 1 October 2022 86,485 51,503 94 674,173 345,490
Gains on disposal of investments 112,726
Management fee charged to capital (10,652)
Finance costs charged to capital (5,821)
Transaction costs (300)
Tax relief on management fee and finance
costs above 878
Currency (losses)/gains (679) 619
Revaluation of investments (41,864)
Return after taxation 6,056
Dividends during the year (17,316) (6,056)
Closing balances at 30 September 2023 86,485 51,503 94 753,009 304,245
The revenue and capital reserve – gains/(losses) on disposal represent the amounts of the Company’s reserve
distributable by way of dividend.
15. Net Asset Value Per Equity Share
As at
30 September
2023
As at
30 September
2022
Basic and diluted:
Ordinary shareholders’ funds £1,195,643,000 £1,158,052,447
Number of Ordinary shares in issue 153,746,294 153,746,294
Net asset value per Ordinary share 777.7p 753.2p
The NAV per Ordinary share and the Ordinary shareholders’ funds are calculated in accordance with the Company’s
Articles of Association.
There are no diluting elements to the NAV per equity share calculation in 2023 (2022: none).
16. Commitments and Contingent Liabilities
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Outstanding calls on investments 651,991 678,880
This represents commitments made to fund and co-investment interests remaining undrawn.
17. Parent Undertaking, Related Party Transactions and Transactions with the Manager
The ultimate parent undertaking of the Company is Phoenix Group Holdings plc. The results for the year to 30 September
2023 are incorporated into the group financial statements of Phoenix Group Holdings plc, which will be available to
download from the website thephoenixgroup.com.
Phoenix Group Holdings plc previously held its shares through Standard Life Assurance Limited and Phoenix Life
Assurance Limited (“SLAL” and “PLAL”which were 100% owned by Phoenix Group Holdings). Subsequent to the financial
year end, Phoenix Group Holdings notified the Company that the shares held in the Company by SLAL and PLAL had
been transferred intra-group to Phoenix Life Limited (“PLL, which is owned 100% by Phoenix Group Holdings). PLL has
irrevocably undertaken to the Company that, at any time when PLL and its Associates (meaning any company which
is a member of the PLL group) are entitled to exercise or control 30% or more of the rights to vote at general meetings
of the Company, it will not (and will procure that none of its Associates will) seek to nominate directors to the Board of
the Company who are not independent of PLL and its Associates, enter into any transaction or arrangement with the
Company which is not conducted at arm’s length and on normal commercial terms, take any action that would have the
effect of preventing the Company from carrying on an independent business as its main activity or from complying with
its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended
or appears to be intended to circumvent the proper application of the Listing Rules. During the year ended 30 September
2023, SLAL and PLAL received dividends from the Company totalling £12,521,000 (2022: £11,533,000).
During the year ended 30 September 2023 the Manager charged management fees totalling £11,213,000 (2022:
£10,600,000) to the Company in the normal course of business. The balance of management fees outstanding at
30 September 2023 was £3,943,000 (30 September 2022: £2,888,000).
abrdn Investment Management Limited, which shares the same ultimate parent as the Manager, received fees for
the provision of promotional activities of £108,000 (2022: £145,200) during the year. The balance of promotional fees
outstanding at 30 September 2023 was a payable of £89,000 (30 September 2022: payable of £325,000).
The Company Secretarial services for the Company are provided by abrdn Holdings plc, which shares the same ultimate
parent as the Manager. During the year ended 30 September 2023, the Company incurred secretarial fees of £81,000
(2022: £70,000). The balance of secretarial fees outstanding at 30 September 2023 was £154,000 (2022: £104,000).
No other related party transactions were undertaken during the year ended 30 September 2023.
18. Risk Management, Financial Assets and Liabilities
Financial Assets and Liabilities
The Company’s financial instruments comprise fund and other investments, money-market funds, cash balances,
debtors and creditors that arise from its operations. The assets and liabilities are managed with the overall objective
of achieving long-term total returns for shareholders.
Summary of Financial Assets and Financial Liabilities by Category
The carrying amounts of the Company’s financial assets and financial liabilities, as recognised at the Statement of
Financial Position date of the reporting periods under review, are categorised as follows:
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Financial assets
Financial assets measured at fair value through profit or loss:
Fixed asset investments – designated as such on initial recognition 1,261,995 1,192,380
Financial assets measured at amortised cost:
Investment receivable 30,040 249
Cash and cash equivalents 9,436 30,341
1,301,471 1,222,970
Non-financial assets
Other receivables 77 807
77 807
Financial liabilities
Measured at amortised cost:
Creditors: amounts falling due within one year:
Accruals 5,022 3,713
Revolving credit facility 100,883 62,012
105,905 65,725
107 108
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
18. Risk Management, Financial Assets and Liabilities continued
Assets/Liabilities Measured at Amortised Cost
The carrying value of the current assets and liabilities is deemed to be fair value due to the short-term nature of the
instruments and/or the instruments bearing interest at the market rates.
Risk Management
The Directors manage investment risk principally through setting an investment policy and by contracting management
of the Company’s investments to an investment manager under terms which incorporate appropriate duties and
restrictions and by monitoring performance in relation to these. The Company’s investments are in private equity funds,
typically unquoted limited partnerships and co-investments. These are valued by their managers generally in line with
the EVCA and the BVCA guidelines, which provide for a fair value basis of valuation. The funds may hold investments that
have become quoted or the co-investment may become quoted and these will be valued at the appropriate listed price,
subject to any discount for marketability restrictions.
As explained in the Company’s investment policy, risk is spread by investing across a range of countries and industrial
sectors, thereby reducing excessive exposure to particular areas. The Manager’s investment review and monitoring
process is used to identify and, where possible, reduce risk of loss of value in the Company’s investments.
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 risk,
over-commitment risk, liquidity risk, credit risk and interest rate risk.
The nature and extent of the financial instruments outstanding at the Statement of Financial Position date and the risk
management policies employed by the Company are discussed below.
Market Risk
a) Price Risk
The Company is at risk of the economic cycle impacting the listed financial markets and hence potentially affecting the
pricing of new underlying investments, the valuation of existing underlying investments and the price and timing of exits.
By having a diversified and rolling portfolio of investments the Company is well placed to take advantage of economic
cycles.
100% of the Company’s investments are held at fair value. The valuation methodology employed by the managers
of the unquoted investments may include the application of EBITDA ratios derived from listed companies with similar
characteristics. Therefore, the value of the Company’s portfolio is indirectly affected by price movements on listed
financial exchanges. A 10% increase in the valuation of investments at 30 September 2023 would have increased the net
assets attributable to the Company’s shareholders and the total return for the year by £126,995,000 (2022: £119,238,000);
a 10% change in the opposite direction would have decreased the net assets attributable to the Company’s shareholders
and the total return for the year by an equivalent amount. Due to the private nature of the underlying companies in which
the Company’s investments are invested, it is not possible for the Company to pinpoint the effect to the Company’s net
assets of changes to the EBITDA ratios of listed markets any more accurately.
b) Currency Risk
The Company makes fund and co-investment commitments in currencies other than sterling and, accordingly,
a significant proportion of its investments and cash balances are in currencies other than sterling. In addition, the
Company’s syndicated revolving credit facility is a multi-currency facility. Therefore, the Company’s NAV is sensitive to
movements in foreign exchange rates.
The Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis. It is not
the Company’s policy to hedge foreign currency risk. It is expected that the majority of the Company’s commitments and
investments will be denominated in euros. Accordingly, the majority of the Company’s indebtedness will usually be held in
that currency. No currency swaps or forwards were used during the year.
The table below sets out the Company’s currency exposure.
As at 30 September 2023 As at 30 September 2022
Local
currency
’000
Sterling
equivalent
£’000
Local
currency
’000
Sterling
equivalent
£’000
Fixed asset investments:
Euro 1,105,059 958,569 1,045,818 917,787
Sterling 67,425 67,425 86,894 86,894
US dollar 288,052 236,002 209,527 187,698
Cash and cash equivalents:
Euro 9,056 7,856 17,596 15,442
Sterling 569 569 5,624 5,624
US dollar 1,232 1,009 10,351 9,273
Canadian dollar 3 2 3 2
Investment receivable
Euro 34,631 30,040
US dollar 278 249
Revolving credit facility:
Euro (116,300) (100,883) (53,000) (46,512)
Sterling (15,500) (15,500)
Other debtors and creditors:
Euro (624) (543) (86) (75)
Sterling (4,381) (4,381) (2,817) (2,817)
US dollar (27) (22) (16) (14)
Total 1,195,643 1,158,052
Outstanding commitments:
Euro 563,736 489,006 525,075 460,794
Sterling 10,084 10,084 13,100 13,100
US dollar 186,623 152,901 228,826 204,986
Total 651,991 678,880
c) Currency Sensitivity
During the year ended 30 September 2023 sterling appreciated by 1.2% relative to the euro (2022: depreciated 2.1%)
and appreciated by 9.3% relative to the US dollar (2022: depreciated 17.2%).
To highlight the sensitivity to currency movements, if the value of sterling had weakened against both of the above
currencies by 10% compared to the exchange rates at 30 September 2023, the capital gain for the year would have
increased by £125,617,000 (2022: £120,428,000); a 10% change in the opposite direction would have decreased the
capital gain for the year by £102,777,000 (2022: £98,532,000).
The calculations above are based on the portfolio valuation and cash and revolving credit facility balances as at the
respective Statement of Financial Position dates and are not necessarily representative of the year as a whole.
Based on similar assumptions, the amount of outstanding commitments would have increased by £71,323,000 at the
year end (2022: £73,976,0000), a 10% change in the opposite direction would have decreased the amount of outstanding
commitments by £58,355,000 (2022: £60,525,000).
109 110
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Independent Auditor’s Report to
The Members of abrdn Private
Equity Opportunities Trust plc 85
Statement of
Comprehensive Income 93
Statement of Financial Position 94
Statement of Changes in Equity 95
Statement of Cash Flows 96
Notes to the Financial Statements 97
Corporate Information
Overview Strategic Report
Corporate Governance Financial Statements Corporate Information
Notes to the Financial Statements continued
18. Risk Management, Financial Assets and Liabilities continued
Market Risk continued
c) Currency Sensitivity continued
Liquidity Risk
The Company has significant investments in unquoted investments which are relatively illiquid. As a result, the Company
may not be able to quickly liquidate its investments at an amount close to their fair value in order to meet its liquidity
requirements, including the need to meet outstanding undrawn commitments. The Company manages its liquid
investments to ensure sufficient cash is available to meet contractual commitments and also seeks to have cash
available to meet other short-term financial needs. Short-term flexibility is achieved, where necessary, through the
use of the syndicated revolving credit facility. Liquidity risk is monitored by the Manager on an ongoing basis and by the
Board on a regular basis. Payables, as disclosed in note 11, all fall due within one year and the revolving credit facility,
as described in note 12, has drawn £102,358,000 as at 30 September 2023 (2022: 62,012,000), with an amount of
£197,642,000 (2022: £137,988,000) still available to be drawn.
Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals
of investments or to repay deposits. The Company places funds with authorised deposit takers from time to time and,
therefore, is potentially at risk from the failure of any such institution. At the year end, the Company’s financial assets
exposed to credit risk amounted to the following:
30 September
2023
£’000
30 September
2022
£’000
Cash and cash equivalents 9,436 30,341
Investment receivable 30,040 249
39,476 30,590
The Company’s cash is held by BNP Paribas Securities Services S.A., which is rated “A+” by Standard and Poors. Should the
credit quality or the financial position of the bank deteriorate significantly, the Manager would move the cash balances
to another institution.
The investment receivable relates to secondary sale proceeds payable to the Company as at 30 September 2023 which
were received subsequent to the financial year end and is therefore no longer at risk of default.
Interest Rate Risk
The Company will be affected by interest rate changes as it holds some interest bearing financial assets and liabilities
which are shown in the table below, however, the majority of its financial assets are investments in private equity
investments which are non-interest bearing. Interest rate movements may affect the level of income receivable on
money-market funds and cash deposits and interest payable on the Company’s variable rate borrowings. The possible
effects on the cash flows that could arise as a result of changes in interest rates are taken into account when making
investment and borrowing decisions. Derivative contracts are not used to hedge against any exposure to interest rate risk.
Interest Risk Profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the Statement of Financial Position date was
as follows:
30 September 2023 30 September 2022
Weighted
average interest
rate
% £’000
Weighted
average interest
rate
% £’000
Floating rate
Financial assets: Cash and cash equivalents 2.72 9,436 1.06 30,341
Financial liabilities: Revolving credit facility 4.49 100,883 2.03 62,012
The weighted average interest rate on the bank balances is based on the interest rate payable, weighted by the total
value of the balances. The weighted average period for which interest rates are fixed on the bank balances is 31.0 days
(2022: 31.0 days).
The weighted average interest rate on the revolving credit facility is based on the interest rate paid on the individual loan
balances, weighted by the duration and value of each individual loan balance outstanding during the financial year.
Interest Rate Sensitivity
An increase of 1% in interest rates would have decreased the net assets attributable to the Company’s shareholders and
decreased the total gain for the year ended 30 September 2023 by £853,000 (2022: £530,000). A decrease of 1% would
have increased the net assets attributable to the Company’s shareholders and increased the total gain for the year
ended 30 September 2023 by £853,000 (2022: £158,000). The calculations are based on the interest paid and received
during the year.
19. Fair Value Hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following classifications:
Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at
the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable (i.e., developed using market data)
for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable (i.e., for which market data is unavailable) for the asset or liability.
The Company’s financial assets and liabilities, measured at fair value in the Statement of Financial Position, are grouped
into the following fair value hierarchy at 30 September 2023:
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments 1,261,995 1,261,995
Net fair value 1,261,995 1,261,995
As at 30 September 2022:
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments - - 1,192,380 1,192,380
Net fair value - - 1,192,380 1,192,380
Unquoted Investments
Unquoted investments are stated at the Directors’ estimate of fair value and follow the recommendations of the EVCA
and the BVCA. The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the
Statement of Financial Position date. The valuation policies used by the manager in undertaking that valuation will generally
be in line with the joint publication from the EVCA and the BVCA, “International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines”. Fair value can be calculated by the manager of the investment in a number of ways. In general, the
managers with whom the Company invests adopt a valuation approach which applies an appropriate comparable
listed company multiple to a private company’s earnings or by reference to recent transactions. Where formal valuations
are not completed as at the Statement of Financial Position date, the last available valuation from the manager is
adjusted for any subsequent cash flows occurring between the valuation date and the Statement of Financial Position
date. The Company’s Manager may further adjust such valuations to reflect any changes in circumstances from the
last manager’s formal valuation date to arrive at the estimate of fair value.
111 112
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Corporate
Information
113 114
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Glossary of Terms
Alternative Performance Measures
Alternative performance measures (“APMs”) are numerical
measures of the Company’s current, historical or future
performance, financial position or cash flows, other than
financial measures defined or specified in the applicable
financial framework. The Company’s applicable financial
framework includes FRS 102 and the Association of
Investment Companies (AIC) SORP.
In selecting these APMs, the Directors considered the
key objectives and expectations of typical investors in an
investment trust such as APEO.
Annualised NAV Total Return
Annualised NAV Total Return is calculated as the return
of the Net Asset Value (“NAV”) per share compounded
on a quarterly basis, based on reported NAV per share
from inception to 30 September 2023. NAV Total Return
is inclusive of all dividends received since inception and
assumes all dividends are reinvested at the time they are
received and generate the same return as NAV per share
during each reporting period. Assuming dividends are not
reinvested results in a annualised NAV total return of 10.4%
since inception.
Discount
The amount by which the market price per share is lower
than the net asset value (“NAV”) per share of an investment
trust. The discount is normally expressed as a percentage
of the NAV per share.
As at
30 September
2023
As at
30 September
2022
Share price (p) a 442.0 410.0
NAV per share (p) b 777.7 753.2
Discount (%) c = (b – a)/b 43.2 45.6
Dividend yield
The total dividend per Ordinary share in respect of the
financial year divided by the share price, expressed as
a percentage, calculated at the year end date of the
Company.
As at
30 September
2023
As at
30 September
2022
Dividend per share (p) a 16.0 14.4
Share price (p) b 442.0 410.0
Dividend yield (%) c = a/b 3.6 3.5
NAV total return (“NAV TR”)
NAV TR shows how the NAV has performed over a period of
time in percentage terms, taking into account both capital
returns and dividends paid to shareholders. This involves
reinvesting the net dividend into the NAV at the end of the
quarter in which the shares go ex-dividend. Returns are
calculated to each quarter end in the year and then the
total return for the year is derived from the product of these
individual returns.
Share price
total return
NAV per share (p) as at
30 September 2022
a 753.2
NAV per share (p) as at
30 September 2023
b 777.7
Price movement (%) c = (b/a) - 1 3.2%
Dividend reinvestment (%)
1
d 2.2%
NAV TR (%) e = c + d 5.4%
1 NAV TR assumes investing the dividend in the NAV of the Company on the date
on which that dividend goes ex-dividend.
Ongoing charges ratio/expense ratio
The ongoing charges ratio is calculated as management
fees and all other recurring operating expenses that
are payable by the Company, excluding the costs of
purchasing and selling investments, performance fees,
finance costs, taxation, non-recurring costs, and the
costs of any share buyback transactions, expressed as
a percentage of the average NAV during the period.
The ratio also includes an allocation of the look-through
expenses of the Company’s underlying investments,
excluding performance-related fees.
The ongoing charges ratio has been calculated in
accordance with the applicable guidance issued by the AIC.
Director
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Investment
management fee
a 11,213 10,600
Administrative expenses b 1,234 1,054
Ongoing charges c = a + b 12,447 11,654
Average net assets d 1,175,937 1,099,764
Expense ratio e = c/d 1.06% 1.06%
Look-through expenses f 1.78% 1.67%
Ongoing charges ratio g = e + f 2.84% 2.73%
The look-through expenses represent an allocation of
the management fees and other expenses charged by
the underlying investments held in the portfolio of the
Company. Performance-related fees, such as carried
interest, are excluded from this figure. This is calculated
over a five-year historic average, and is recalculated on
an annual basis based on the previous calendar year.
Over-commitment ratio
Outstanding commitments less cash and cash equivalents
and the value of undrawn loan facilities divided by portfolio
NAV.
Director
As at
30 September
2023
£’000
As at
30 September
2022
£’000
Undrawn commitments a 651,991 678,880
Less undrawn
loan facility
b (197,720) (137,988)
Less cash and
cash equivalents
c (9,436) (30,341)
Net outstanding
commitments
d = a + b + c 444,805 510,550
Portfolio NAV e 1,261,995 1,192,380
Over-commitment ratio f = d/e 35.2% 42.8%
Share price total return/total shareholder return (“TSR”)
The theoretical return derived from reinvesting each
dividend in additional shares in the Company on the day
that the share price goes ex-dividend.
Date Share price
Share price (p) as at
30 September 2022
a 410.0
Share price (p) as at
30 September 2023
b 442.0
Price movement (%) c = (b/a) - 1 7.8%
Dividend reinvestment (%)
1
d 3.9%
Share price total return (%) e = c + d 11.7%
1 Share price total return assumes reinvesting the dividend in the share price of
the Company on the date on which that dividend goes ex-dividend.
115 116
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Glossary of Terms continued
abrdn
abrdn plc
abrdn Private Equity
The private equity division of abrdn.
AIFM or Manager
The AIFM or Manager is abrdn Capital Partners LLP,
a wholly owned subsidiary of abrdn plc.
AIC
The Association of Investment Companies.
Alternative performance measures (“APMs”)
APMs are numerical measures of the Company’s current,
historical or future performance, financial position or cash
flows, other than financial measures defined or specified
in the applicable financial framework. The Company’s
applicable financial framework includes FRS 102 and the
AIC SORP.
Average valuation uplift
Calculated as the gross multiple realised on exit compared
to the corresponding gross multiple two quarters prior.
The calculation is based on the largest portfolio exits and
does not reflect all portfolio exits during the financial year.
Buyout fund
A fund which acquires controlling stakes in established
private companies.
Carried interest
Portion of realised investment gains payable to the
General Partner as a profit share.
Co-investment/Direct investment
An investment made directly into a private company
alongside other private equity managers.
Commitment
The amount committed by the Company to an investment,
whether or not such amount has been advanced in whole
or in part by or repaid in whole or in part to the Company
(see also Over-commitment).
Comparator index
A market index against which the overall performance
of the Company can be assessed. The manager does not
manage the portfolio with direct reference to any index or
its constituents.
Direct peer group
Similarly positioned private equity investment trusts.
Discount
See Alternative Performance Measures on pages 113
and 114.
Distribution
A return that an investor in a private equity investment
receives. Within the Annual Report and financial statements,
the terms “cash realisations” and “distributions” are used
interchangeably, the figure being derived as follows:
proceeds from disposal of underlying investments, plus
income from those investments less overseas withholding
tax suffered.
Dividend yield
See Alternative Performance Measures on pages 113
and 114.
Drawdown
A portion of a commitment which is called to pay for
an investment.
Dry powder
Capital committed by investors to private equity funds
that has yet to be invested.
Earnings before interest expense, taxes, depreciation
and amortisation (“EBITDA)
A proxy for the cash flow generated by a business –
it is most commonly used for business that do not (yet)
generate operating or shareholder profits.
EBITDA growth
Calculated as the weighted average growth in EBITDA
at the top 50 underlying private companies over the
12 months to 30 September 2023.
Enterprise value (“EV”)
The value of the financial instruments representing
ownership interests in a company plus the net financial
debt of the company.
Gearing
Gearing refers to the ratio of the Company’s debt to its
equity capital. The Company may borrow money to invest
in additional investments for its portfolio.
General partner (“GP”)
The entity managing a private equity fund that has been
established as a limited partnership.
Initial Public Offering
The first sale of stock by a private company to the public
market.
Net asset value (“NAV”)
The value of total assets less liabilities. Liabilities for
this purpose include current and long-term liabilities.
The NAV divided by the number of shares in issue produces
the NAV per share.
NAV total return (“NAV TR”)
See Alternative Performance Measures on pages 113
and 114.
Expenses Ratio/Ongoing Charges
See Alternative Performance Measures on pages 113
and 114.
Outstanding commitments
Represents the sum of the promises the Company has
made to invest in particular funds at the launch of those
funds, with the expectation that the underlying manager
will call on the Company at different times in the future.
The Manager works on the basis that these commitments,
which may not be called upon for up to five years, will be
funded by the distributions from existing funds in which
the Company has been invested.
Over-commitment
Where the aggregate commitments to invest by the
Company exceed the sum of its cash and cash equivalents
plus the value of any undrawn loan facilities.
Over-commitment ratio
See Alternative Performance Measures on pages 113
and 114.
Patria
Patria Investments Ltd is a leading alternative investment
firm listed on Nasdaq, with over 30 years of history and
combined assets under management of $28.2 billion,
and a global presence with offices in 10 cities across
4 continents.
Portfolio NAV
The total value of the portfolio of the Company.
Primaries/primary investment/primary funds
The Company commits to investing in a new private equity
fund. The committed capital will generally be drawn over
a three- to five-year period as investments in underlying
private companies are made. Proceeds are then returned
to the Company when the underlying companies are sold,
typically over a four to five year holding period.
Realisations
See the definition for Distribution.
Revenue growth
Calculated as the weighted average growth in revenue
at the top 50 underlying private companies over the
12 months to 30 September 2023.
Roll forward
The latest valuation calculated on a bottom-up valuation
basis adjusted for any subsequent cash movements up to
the reporting date and updated for exchange rates at the
reporting date.
Secondary exposure
Secondary exposure acquired equals purchase price plus
any unfunded commitment.
Secondaries/secondary transaction/Fund Secondaries
The purchase or sale of a fund interest or a portfolio of fund
interests. Once a private equity fund is raised, new investors
are typically not permitted into the fund. However, an
existing investor may agree to sell their interest in the fund
to a secondary buyer through a negotiated transaction,
with the prior approval of the manager of the target fund.
The secondary buyer typically pays a cash amount to the
seller for the investments held in the target fund and takes
on any outstanding commitments to the fund. Within this
report, the terms “secondaries, “secondary transaction
and “secondary investment” are used interchangeably.
Share price total return/total shareholder return (“TSR”)
See Alternative Performance Measures on pages 113
and 114.
Share buyback transaction
The repurchase by the Company of its own shares in order
to reduce the number of shares on the market. This is often
used by investment trusts to narrow the discount to NAV.
Total value to paid in multiple
The ratio of the current value of the remaining investments
within a fund, plus the total value of all distributions to date,
relative to the total amount of capital paid into the fund
to date.
Treasury share
When a share is bought back it may be cancelled
immediately or held (at zero value) as a treasury share.
Shares that are held in treasury can be reissued for cash
at minimal cost.
Underlying portfolio company exposure
The total value of underlying portfolio/private companies
which are held by through its investment portfolio of fund
and direct investments. Where a fund investment has itself
invested in a fund or co-investment interest as opposed
to a portfolio company, this is not included as part of the
total exposure.
Vintage year
Refers to the year in which the first influx of investment
capital is delivered to a fund.
117 118
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Investor Information
Alternative Investment Fund Managers Directive (“AIFMD”)
and Pre-investment Disclosure Document (“PIDD”)
The Company has appointed abrdn Capital Partners LLP
as its AIFM and IQ EQ Depositary Company (UK) Limited
as its Depositary under the AIFMD.
The AIFMD requires abrdn Capital Partners LLP, as the
Company’s AIFM, to make available to investors certain
information prior to such investors’ investment in the
Company. Details of the leverage and risk policies which
the Company is required to have in place under the AIFMD
are published in the Company’s PIDD which can be found
on its website: abrdnpeot.co.uk. The periodic disclosures
required to be made by the AIFM under the AIFMD are set
out on page 120.
Investor Warning: Be Alert to Share Fraud
and Boiler Room Scams
abrdn has been contacted by investors informing us that
they have received telephone calls and emails from people
who have offered to buy their investment company shares,
purporting to work for abrdn or for third-party firms. abrdn
has also been notified of emails claiming that certain
investment companies under our management have
issued claims in the courts against individuals. These may
be scams which attempt to gain your personal information
with which to commit identity fraud or could be “boiler
room” scams where a payment from you is required to
release the supposed payment for your shares. These
callers/senders do not work for abrdn and any third party
making such offers/claims has no link with abrdn.
abrdn does not “cold-call” investors in this way. If you
have any doubt over the veracity of a caller, do not offer
any personal information, end the call and contact our
Customer Services Department.
The FCA provides advice with respect to share fraud and
boiler room scams at: fca.org.uk/consumers/scams.
Shareholder Enquiries
For queries regarding shareholdings, lost certificates,
dividend payments, registered details and related matters,
shareholders holding their shares directly in the Company
are advised to contact the Registrars (see Contact
Addresses on page 127). Changes of address must be
notified to the Registrars in writing.
Any general queries, comments or complaints, including
for the specific attention of the Chair or Senior Independent
Director, should be directed to the Company Secretary in
writing (see contract address on page 127) or by email to:
CEF.CoSec@abrdn.com.
Dividend Tax Allowance
The annual tax-free personal allowance for dividend
income, for UK investors, is £1,000 for the 2023/24 tax year.
Above this amount, individuals will pay tax on their dividend
income at a rate dependent on their income tax bracket
and personal circumstances. The Company will continue
to provide registered shareholders with a confirmation
of dividends paid by the Company and this should be
included with any other dividend income received when
calculating and reporting to HMRC total dividend income
received. It is the shareholder’s responsibility to include all
dividend income when calculating any tax liability.
How to Invest
Investors can buy and sell shares in abrdn Private Equity
Opportunities Trust plc (the “Company”) directly through
a stockbroker or indirectly through a lawyer, accountant
or other professional adviser. Many have online facilities.
Closure of the abrdn Investment Trust Savings Plans (the “Plans”)
In June 2023, abrdn notified existing investors in the abrdn
Investment Trust ISA, Share Plan and Investment Plan for
Children that these plans will be closing in December 2023.
The Plans closed on 8 December 2023. All investors with
a holding or cash balance at that time will transfer to
interactive investor (ii). ii communicated with investors
in late November to set up account security to ensure
that investors can access holdings via ii as the Plans close.
Please contact ii for any ongoing support with your
account on 0345 646 1366, or +44 113 346 2309 if you are
calling from outside the UK. Lines are open 8:00a.m. to
5:00p.m. Monday to Friday. Alternatively you can access
the ii Website at www.ii.co.uk/abrdn-welcomeii.co.uk/
abrdn-welcome.
How to Attend and Vote at Company Meetings
Investors who hold their shares via platforms or share plan
provider (for example Hargreaves Lansdown, ii or AJ Bell)
and would like to attend and vote at Company meetings
(including AGMs) should contact their platform or share
plan provider directly to make arrangements.
Investors who hold their shares through platforms and
have their shares held through platform nominees, may
not necessarily receive notification of general meetings
and are advised to keep themselves informed of Company
business by referring to the Company’s website. Where
voting is required, and the Board encourages shareholders
to vote at all general meetings of the Company,
shareholders with their holdings in nominees, need to
instruct the nominee to vote on their behalf and should
do so in good time before the meetings.
Keeping You Informed
Information on the Company can be found on its
dedicated website abrdnpeot.co.uk.
This provides access to information on the Company’s
share price performance, capital structure, London Stock
Exchange announcements, current and historic Annual
and Half-Yearly Reports, and the latest monthly factsheet
on the Company issued by the Manager.
Details are also available at: invtrusts.co.uk.
Twitter: @abrdnTrusts
LinkedIn: abrdn Investment Trusts
Key Information Document (“KID”)
The KID relating to the Company and published by the
Manager can be found on the Company’s website.
Investors should be aware that the PRIIPs Regulation
requires the Manager, as PRIIP manufacturer, to prepare
a KID in respect of the Company. This KID must be made
available by the Manager to retail investors prior to them
making any investment decision and is available on the
Manager’s website. The Company is not responsible for
the information contained in the KID and investors should
note that the procedures for calculating the risks, costs
and potential returns are prescribed by law. The figures
in the KID may not reflect the expected returns for the
Company and anticipated performance returns cannot
be guaranteed.
Literature Service Request
For literature and application forms for abrdn’s investment
trust products, please contact us through: invtrusts.co.uk.
Terms and Conditions
Terms and conditions for the abrdn investment trust
products can also be found at: invtrusts.co.uk.
Suitable for Retail/NMPI Status
The Company’s shares are intended for investors, primarily
in the UK, including retail investors, professionally-advised
private clients and institutional investors. Investors should
consider consulting a financial adviser who specialises in
advising on the acquisition of shares and other securities
before acquiring shares. Investors should be capable of
evaluating the risks and merits of such an investment and
should have sufficient resources to bear any loss that
may result.
The Company currently conducts its affairs so that the
securities issued by the Company can be recommended by
a financial adviser to ordinary retail investors in accordance
with the FCA’s rules in relation to non-mainstream pooled
investments (“NMPIs”) and intends to continue to do so
for the foreseeable future. The Company’s securities are
excluded from the FCA’s restrictions which apply to NMPIs
because they are securities issued by an investment trust.
Online Dealing
There are a number of online dealing platforms for private
investors that offer share dealing, ISAs and other means
to invest in the Company. Real-time execution-only
stockbroking services allow you to trade online, manage
your portfolio and buy UK listed shares. These sites do
not give advice. Some comparison websites also look at
dealing rates and terms.
Discretionary Private Client Stockbrokers
If you have a large sum to invest, you may wish to contact a
discretionary private client stockbroker. They can manage
your entire portfolio of shares and will advise you on your
investments. To find a private client stockbroker visit
The Personal Investment Management & Financial Advice
Association at: pimfa.co.uk.
Independent Financial Advisers
To find an adviser who recommends on investment trusts,
visit: unbiased.co.uk.
119 120
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Investor Information continued AIFMD Disclosures (Unaudited)
Regulation of Stockbrokers
Before approaching a stockbroker, always check that they
are regulated by the FCA:
Tel: 0800 111 6768
Or visit: register.fca.org.uk
Or email: register@fca.org.uk
Note
Please remember that past performance is not a guide
to future performance. Stock market and currency
movements may cause the value of shares and the
income from them to fall as well as rise and investors may
not get back the amount they originally invested.
As with all equity investments, the value of investment trusts
purchased will immediately be reduced by the difference
between the buying and selling prices of the shares, the
market maker’s spread.
Investors should further bear in mind that the value of any
tax relief will depend on the individual circumstances of
the investor and that tax rates and reliefs, as well as the tax
treatment of ISAs may be changed by future legislation.
The Manager and the Company are required to make
certain disclosures available to investors in accordance
with the AIFMD. Those disclosures that are required to be
made pre-investment are included within a PIDD which
can be found on the Company’s website.
There have been no material changes to the disclosures
contained within the PIDD since its most recent update in
10 February 2023.
The periodic disclosures as required under the AIFMD to
investors are made below:
information on the investment strategy, geographic and
sector investment focus and principal stock exposures
is included in the Strategic Report;
none of the Company’s assets are subject to special
arrangements arising from their illiquid nature;
the Strategic Report, note 18 to the financial statements
and the PIDD together set out the risk profile and risk
management systems in place. There have been no
changes to the risk management systems in place in the
period under review and no breaches of any of the risk
limits set, with no breach expected;
there are no new arrangements for managing the
liquidity of the Company or any material changes to
the liquidity management systems and procedures
employed by the Manager; and
all authorised AIFMs are required to comply with the
AIFMD Remuneration Code. In accordance with the
Remuneration Code, the AIFM’s remuneration policy is
available from the Company Secretary, abrdn Holdings
Limited, on request, and the remuneration disclosures
in respect of the AIFM’s reporting period for the
year ended 31 December 2022 are available on the
Companys website.
Leverage
The table below sets out the current maximum permitted
limit and actual level of leverage for the Company:
Gross
method
Commitment
method
Maximum level of leverage 300.0% 300.0%
Actual level at 30 September 2023 108.8% 109.3%
There have been no breaches of the maximum level
during the period and no changes to the maximum level of
leverage employed by the Company. There have been no
changes to the circumstances in which the Company may
be required to post assets as collateral and no guarantees
granted under the leveraging arrangement. Changes to
the information contained either within this Annual Report
or the PIDD in relation to any special arrangements in
place, the maximum level of leverage which the Manager
may employ on behalf of the Company, the right of use of
collateral or any guarantee granted under any leveraging
arrangement, or any change to the position in relation to
any discharge of liability by the Depositary will be notified
via a regulatory news service without undue delay in
accordance with the AIFMD.
The information on this page has been approved for
the purposes of Section 21 of the Financial Services and
Markets Act 2000 (as amended by the Financial Services
Act 2012) by the Manager which is authorised and
regulated by the FCA in the United Kingdom.
121 122
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the twenty-third Annual
General Meeting of abrdn Private Equity Opportunities
Trust plc (the “Company”) will be held at wallacespace
Spitalfields, 15-25 Artillery Lane, London E1 7HA on
Wednesday, 27 March 2024 at 12:30p.m. for the following
purposes:
To consider and, if thought fit, pass resolutions 1 to 11
(inclusive) as ordinary resolutions:
Ordinary Business
1. To receive and adopt the Directors’ Report and financial
statements of the Company for the year ended
30 September 2023, together with the Independent
Auditor’s report thereon.
2. To receive and approve the Directors’ Remuneration
Report (excluding the Directors’ Remuneration Policy)
for the year ended 30 September 2023.
3. To approve the Company’s dividend policy to pay four
interim dividends per annum.
4. To re-elect Mr Agble as a Director of the Company.
5. To re-elect Mr Devine as a Director of the Company.
6. To re-elect Ms Seymour-Williams as a Director of the
Company.
7. To re-elect Ms Stillhart as a Director of the Company.
8. To re-elect Mr Thomson as a Director of the Company.
9. To re-appoint BDO LLP as Independent Auditor of the
Company to hold office until the conclusion of the next
Annual General Meeting at which accounts are laid
before the Company.
10. To authorise the Directors to fix the remuneration of the
Independent Auditor for the year to 30 September 2024.
11. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to
the date of the passing of this resolution, the Directors
of the Company be and they are hereby generally
and unconditionally authorised in accordance with
Section 551 of the Companies Act 2006 (the “Act”) to
exercise all the powers of the Company to allot shares
in the Company and to grant rights to subscribe for
or to convert any security into shares in the Company
(“Securities”) provided that such authority shall be limited
to the allotment of shares and the grant of rights in
respect of shares with an aggregate nominal value of up
to £30,749.25 (representing 10% of the Company’s total
issued share capital (excluding shares held in treasury)
as at the date of this notice. Such authority shall expire at
the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution or on the
expiry of 15 months from the passing of this resolution,
whichever is the earlier, unless previously revoked, varied,
extended or renewed by the Company in a general
meeting, save that the Company may at any time prior to
the expiry of this authority make an offer or enter into an
agreement which would or might require Securities to be
allotted or granted after the expiry of such authority and
the Directors shall be entitled to allot or grant Securities
in pursuance of such an offer or agreement as if such
authority had not expired.
To consider and, if thought fit, to pass resolutions 12 to 15
(inclusive) as special resolutions:
12. That, subject to the passing of resolution 11 set out
above, and in substitution for any existing power but
without prejudice to the exercise of any such power prior
to the date of the passing of this resolution, the Directors
of the Company be and they are hereby generally
empowered, pursuant to sections 570 and 573 of the
Companies Act 2006 (the “Act”), to allot equity securities
(within the meaning of section 560(1) of the Act), for cash
pursuant to the authority given by resolution 11 above,
and to sell treasury shares for cash, as if Section 561(1)
of the Act did not apply to any such allotment or sale
provided that this power:
a) expires at the conclusion of the next Annual
General Meeting of the Company after the passing
of this resolution or on the expiry of 15 months
from the passing of this resolution, whichever
is the earlier, unless previously revoked, varied,
extended or renewed by the Company in a general
meeting, save that the Company may, at any time
prior to the expiry of this authority, make an offer
or enter into an agreement which would or might
require equity securities to be allotted or sold out
of treasury after such expiry and the Directors
may allot or sell out of treasury equity securities in
pursuance of any such offer or agreement as if the
power conferred hereby had not expired; and
b) shall be limited to the allotment, or sale out of
treasury, of equity securities up to an aggregate
nominal value of £30,749.25, being approximately
10% of the nominal value of the issued share capital
of the Company (excluding treasury shares), as at
the date of this notice.
13. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to
the date of the passing of this resolution, the Company
be and is hereby generally and, subject as hereinafter
appears, unconditionally authorised in accordance with
Section 701 of the Companies Act 2006 (the “Act”) to
make market purchases (within the meaning of Section
693(4) of the Act) of Ordinary shares of 0.2 pence each
in the capital of the Company (the “Shares”) either for
retention as treasury shares for future reissue, resale or
transfer, or for cancellation provided always that:
a) the maximum number of Shares hereby authorised
to be purchased shall be 23,046,569, or, if less, the
number representing approximately 14.99% of the
Company’s issued share capital (excluding shares
held in treasury) at the date of the passing of this
resolution;
b) the minimum price (exclusive of expenses) which
may be paid for each Share shall be 0.2 pence;
c) the maximum price (exclusive of expenses) which
may be paid for a Share is the higher of (i) 105% of
the average of the middle market quotations (as
derived from the Daily Official List of the London
Stock Exchange) for the Shares over the five business
days immediately preceding the date of purchase
and (ii) the higher of the last independent trade and
the highest current independent bid on the trading
venue which the purchase is carried out; and
d) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of
the Company after the passing of this resolution
or on the expiry of 15 months from the passing
of this resolution, whichever is earlier, unless
previously revoked, varied, extended or renewed
by the Company in a general meeting, save that
the Company may, at any time prior to the expiry
of this authority, enter into a contract to purchase
shares under such authority which will or might
be completed or executed wholly or partly after
the expiration of such authority and may make a
purchase of Shares pursuant to any such contract.
14. That a general meeting other than an Annual General
Meeting may be called on not less than 14 clear days’
notice.
Special Business
15. That the Articles of Association produced to the
meeting and signed by the chairman of the meeting
for the purposes of identification be approved and
adopted as the Articles of Association of the Company
in substitution for, and to the exclusion of, the existing
Articles of Association with effect from the conclusion
of the meeting.
By order of the Board
abrdn Holdings Limited
Company Secretary
1 George Street,
Edinburgh
EH2 2LL
United Kingdom
30 January 2024
The twenty-third Annual General Meeting of
abrdn Private Equity Opportunities Trust plc
will be held at wallacespace Spitalfields,
15-25 Artillery Lane, London E1 7HA on
Wednesday, 27 March 2024 at 12:30p.m.
123 124
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Notice of Annual General Meeting continued
Notes
1. Attending the Annual General Meeting in Person
If you wish to attend the Annual General Meeting in person,
you should arrive at the venue for the Annual General
Meeting in good time to allow your attendance to
be registered. It is advisable to have some form of
identification with you as you may be asked to provide
evidence of your identity prior to being admitted to the
Annual General Meeting.
2. Appointment of Proxies
Members are entitled to appoint one or more proxies
to exercise all or any of their rights to attend, speak and
vote at the Annual General Meeting. A proxy need not
be a member of the Company but must attend the
Annual General Meeting to represent a member. To be
validly appointed, a proxy must be appointed using the
procedures set out in these notes and in the notes to the
accompanying Form of Proxy. If a member wishes a proxy
to speak on their behalf at the meeting, the member will
need to appoint their own choice of proxy (not the Chair
of the Annual General Meeting) and give their instructions
directly to them. Such an appointment can be made using
the Form of Proxy accompanying this Notice of Annual
General Meeting or through CREST.
Members can only appoint more than one proxy where
each proxy is appointed to exercise rights attached to
different shares. Members cannot appoint more than one
proxy to exercise the rights attached to the same share(s).
If a member wishes to appoint more than one proxy, they
should contact the Company’s registrar Equiniti Limited
(the “Registrar”) at Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA.
A member may instruct their proxy to abstain from voting
on a particular resolution to be considered at the meeting
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” the resolution.
The appointment of a proxy will not prevent a member
from attending the Annual General Meeting and voting
in person if he or she wishes.
A person who is not a member of the Company but who
has been nominated by a member 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 8 below.
3. Appointment of a Proxy Using a Form of Proxy
A Form of Proxy for use in connection with the Annual
General Meeting is enclosed. To be valid any Form of Proxy
or other instrument appointing a proxy, together with
any power of attorney or other authority under which it
is signed or a certified copy thereof, must be received by
post or (during normal business hours only) by hand by the
Registrar at Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA at least 48 hours
(excluding non-working days) before the time of the Annual
General Meeting or any adjournment of that meeting.
If you do not have a Form of Proxy and believe that you
should have one, or you require additional Forms of Proxy,
please contact the Registrar at Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA.
4. Appointment of a Proxy Through CREST
CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so by using the procedures described in the
CREST Manual and by logging on to the following website:
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.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications, 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, in
order to be valid, be transmitted so as to be received by
the Registrar (ID RA19) no later than 48 hours (excluding
non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting. 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 Application Host) from which the Registrar
is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular message.
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 his 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 system providers are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system
and timings.
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.
5. Appointment of Proxy by Joint Holders
In the case of joint holders, where more than one of the
joint holders purports to appoint one or more proxies, only
the purported 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 a member can appoint one
or more corporate representatives. Members can only
appoint more than one corporate representative where
each corporate representative is appointed to exercise
rights attached to different shares. Members cannot
appoint more than one corporate representative to
exercise the rights attached to the same share(s).
7. Entitlement to Attend and Vote
To be entitled to attend and vote at the Annual General
Meeting (and for the purpose of determining the votes they
may cast), members must be registered in the Company’s
register of members at 6:30p.m. on 25 March 2024 (or, if
the Annual General Meeting is adjourned, at 6:30p.m. on
the day two days (excluding non-working days) prior to the
adjourned meeting). Changes to the Company’s register
of members after the relevant deadline will be disregarded
in determining the rights of any person to attend and vote
at the Annual General Meeting.
8. Nominated Persons
Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act
2006 (the “Act”) to enjoy information rights (a “Nominated
Person”) may, under an agreement between him or her
and the member by whom he or she was nominated,
have a right to be appointed (or to have someone else
appointed) as a proxy for the Annual General Meeting. If a
Nominated Person has no such proxy appointment right or
does not wish to exercise it, he or she may, under any such
agreement, have a right to give instructions to the member
as to the exercise of voting rights.
9. Website Giving Information Regarding
the Annual General Meeting
Information regarding the Annual General Meeting,
including information required by section 311A of the Act,
and a copy of this Notice of Annual General Meeting is
available at: abrdnpeot.co.uk.
10. Audit Concerns
Members should note that it is possible that, pursuant
to requests made by members of the Company under
section 527 of the Act, the Company may be required to
publish on a website a statement setting out any matter
relating to: (a) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit)
that are to be laid before the Annual General Meeting;
or (b) any circumstance connected with an auditor of
the Company ceasing to hold office since the previous
meeting at which Annual Report and financial statements
were laid in accordance with section 437 of the Act. The
Company may not require the members requesting any
such website publication to pay its expenses in complying
with sections 527 or 528 of the Act. Where the Company
is required to place a statement on a website under
section 527 of the Act, it must forward the statement to the
Company’s auditor not later than the time when it makes
the statement available on the website. The business which
may be dealt with at the Annual General Meeting includes
any statement that the Company has been required under
section 527 of the Act to publish on a website.
11. Voting Rights
As at 30 January 2024 (being the latest practicable date
prior to the publication of this notice) the Company’s issued
share capital consisted of 153,746,294 Ordinary shares of
0.2pence each. The Company held no shares in treasury.
Only holders of Ordinary shares are entitled to attend and
vote at the Annual General Meeting. Each Ordinary share
carries one vote. Therefore, the total voting rights in the
Company as at 30 January 2024 were 153,746,294 votes.
125 126
APEO Annual Report and Accounts 2023
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Overview Strategic Report
Corporate Governance Financial Statements
Corporate Information
Notice of Annual General Meeting continued Appendix
Summary of the Principal Amendments to the Companys
Articles of Association
12. Notification of Shareholdings
Any person holding 3% or more of the total voting rights
of the Company who appoints a person other than the
Chair of the Annual General Meeting as his proxy will need
to ensure that both he, and his proxy, comply with their
respective disclosure obligations under the UK Disclosure
Guidance and Transparency Rules.
13. Further Questions and Communication
Under section 319A of the Act, the Company must cause
to be answered any question relating to the business being
dealt with at the Annual General Meeting put by a member
attending the meeting unless answering the question
would interfere unduly with the preparation for the meeting
or involve the disclosure of confidential information, or the
answer has already been given on a website in the form of
an answer to a question, or it is undesirable in the interests
of the Company or the good order of the meeting that
the question be answered. Members may not use any
electronic address provided in this notice or in any related
documents (including the accompanying document,
Form of Proxy to communicate with the Company for any
purpose other than those expressly stated).
Under Sections 338 and 338A of the Companies Act 2006,
members meeting the threshold requirements in those
sections have the right to require the Company: (i) to give,
to members of the Company entitled to receive notice
of the Annual General Meeting, notice of a resolution
which those members intend to move (and which may
properly be moved) at the Annual General Meeting;
and/or (ii) to include in the business to be dealt with at
the Annual General Meeting any matter (other than a
proposed resolution) which may properly be included in
the business at the Annual General Meeting. A resolution
may properly be moved, or a matter properly included in
the business unless: (a) (in the case of a resolution only)
it would, if passed, be ineffective (whether by reason of
any inconsistency with any enactment or the Company’s
constitution or otherwise); (b) it is defamatory of any
person; or (c) it is frivolous or vexatious. A request made
pursuant to this right may be in hard copy or electronic
form, must identify the resolution of which notice is to be
given or the matter to be included in the business, must
be accompanied by a statement setting out the grounds
for the request, must be authenticated by the person(s)
making it and must be received by the Company not later
than the date that is six clear weeks before the Annual
General Meeting, and (in the case of a matter to be
included in the business only) must be accompanied by a
statement setting out the grounds for the request.
14. Directors’ Letters of Appointment
The Directors’ letters of appointment will be available
for inspection at the registered office of the Company
during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) from the date
of this notice until the conclusion of the Annual General
Meeting and at the offices of wallacespace Spitalfields,
15-25 Artillery Lane, London E1 7HA, which is also the
venue of the Annual General Meeting, from 15 minutes
before and during the Annual General Meeting.
15. Articles of Association
A copy of the proposed new Articles of Association of
the Company, together with a copy showing all of the
proposed changes to the existing Articles of Association,
will be available for inspection on the Company’s website,
abrdnpeot.co.uk, and at the offices of wallacespace
Spitalfields, 15-25 Artillery Lane, London, E1 7HA, which
is also the venue of the Annual General Meeting, from
15 minutes before and during the Annual General Meeting.
Set out below is a summary of the amendments which
are minor and/or technical in nature and which will be
made to the Company’s existing Articles of Association
through the adoption of the new Articles of Association
(the “New Articles”) if resolution 15 to be proposed at the
Annual General Meeting is approved by shareholders.
This summary is intended only to highlight the amendments
which are likely to be of interest to shareholders. It is not
intended to be comprehensive and cannot be relied upon to
identify amendments or issues which may be of interest to all
shareholders. This summary is not a substitute for reviewing
the full terms of the New Articles which will be available for
inspection on the Companys website, abrdnpeot.co.uk, and at
the offices of wallacespace Spitalfields, 15-25 Artillery Lane,
London E1 7HA, which is also the venue of the Annual General
Meeting, from 15 minutes before and during the Annual
General Meeting.
Change of Name
The New Articles reflect the change in the Company’s
name from “Standard Life Private Equity Trust plc” to
“abrdn Private Equity Opportunities Trust plc” on 1 April 2022.
The New Articles also provide the Board with the flexibility to
change the Company’s name by way of Board resolution.
Directors Remuneration
The Board is proposing to amend the current Articles of
Association to increase the cap on the aggregate of all fees
paid to Directors from £350,000 per annum to £450,000
per annum. The Board believes this increase will provide
flexibility when recruiting new Directors and will enable the
Company to keep Directors’ remuneration at or around
market levels. Both the current Articles of Association and
the New Articles allow for a higher amount to be approved
from time to time by ordinary resolution of the Company.
Minor Amendments
The other proposed amendments being introduced in
the New Articles primarily relate to changes in law and
regulation and developments in market practice since
the current Articles of Association were adopted, and
principally include:
expanding the circumstances under which the chair of a
shareholder meeting may adjourn the meeting without
the consent of the meeting, including where the safety
or security of those entitled to attend would be put at risk
by their attendance at the meeting;
expanding the provisions which allow the Board to
immediately remove a Director from office; and
amendments to cater for the requirements of AIFMD
in relation to the ability of the Board to agree a
liability cap in relation to the services provided by the
Companys custodian.
127
abrdnpeot.co.uk
Overview
Strategic Report
Corporate Governance
Financial Statements
Corporate Information
Glossary of Terms 113
Investor Information 117
AIFMD Disclosures (Unaudited) 120
Notice of Annual General Meeting 121
Appendix 126
Contact Addresses 127
Contact Addresses
Directors
Alan Devine, Chair
Dugald Agble
Diane Seymour-Williams
Yvonne Stillhart
Calum Thomson
Investment Manager
abrdn Capital Partners LLP
1 George Street
Edinburgh
EH2 2LL
United Kingdom
Company Secretary
abrdn Holdings Limited
1 George Street
Edinburgh
EH2 2LL
United Kingdom
Company Administrator
IQ EQ Administration Services (UK) Limited
4th Floor
More London Riverside
London
SE1 2AQ
United Kingdom
Company Depositary
IQ EQ Depositary Company (UK) Limited
4th Floor
More London Riverside
London
SE1 2AQ
United Kingdom
Company Broker
Winterflood Securities
The Atrium Building
Cannon Bridge
London
EC4R 2GA
United Kingdom
Solicitor
Dickson Minto WS
16 Charlotte Square
Edinburgh
EH2 4DF
United Kingdom
Tax Adviser
PricewaterhouseCoopers LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
United Kingdom
Independent Auditor
BDO LLP
Citypoint
65 Haymarket Terrace
Edinburgh
EH12 5HD
United Kingdom
Banker
BNP Paribas Securities Services S.A.
10 Harewood Avenue
London
NW1 6AA
United Kingdom
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom