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Bridgepoint Group plc
Annual Report & Accounts
2024
Contents
Strategic Report
Introduction 1
Our track record of performance 2
Bridgepoint Group at a glance 4
Chair's statement 6
Chief Executive statement 8
Bridgepoint Group today 11
Shaping tomorrow 13
Market overview 18
Strategy 20
Our business model 22
Our people 26
Stakeholder engagement and section 172(1) statement 30
Sustainability 36
Financial review 38
Viability and going concern statements 54
Risk management 57
TCFD disclosures 63
Non-financial and sustainability information statement 70
Governance
Board of Directors 71
Chairman’s governance review 75
Corporate governance report 76
Nomination Committee report 80
Audit and Risk Committee report 81
ESG Committee report 88
Remuneration Committee report 89
Annual report on remuneration 92
Directors’ report and additional disclosures 111
Statement of Directors’ responsibilities 115
Financial Statements
Independent auditor’s report 116
Consolidated and Company financial statements 127
Notes to the consolidated and Company financial
statements 135
Other Information
Supplementary information 201
Shareholder information 210
Glossary 211
Bridgepoint Group – 2024 Annual Report & Accounts
Introduction
Bridgepoint Group is an international
alternative asset management
groupwith offices inEurope,
NorthAmerica and Asia. We invest
across private equity, infrastructure
and credit, creating value by helping
build companies with greatly
enhanced long-term potential.
The 2024 Annual Report for Bridgepoint Group plc incorporates:
the Strategic Report;
the Directors’ report, the Corporate Governance report
andtheDirectors’ remuneration report; and
the Financial Statements,
each of which has been approved by the Board of Directors
ofBridgepoint Group plc.
Ruth Prior
Group Chief Financial Officer
26 March 2025
Find out more
bridgepointgroup.com
1
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Our track record of performance
Progress since IPO
Sustained long-term growth in AUM
AUM
2.3x
$76bn (€73bn)
today
1
$33bn (€27bn)
at IPO
£404m
today
1
£150m
at IPO
£155m
today
1
£25m
at IPO
£292m
today
1
£66m
at IPO
Management
fees
2
2.7x
FRE
2
6.2x
EBITDA
2
4.4x
1. 31 December 2024
2. Presented on a pro forma underlying basis which includes a full year of ECP
An explanation of the alternative performance measures (“APMs”) used by the Group, including underlying profit before tax, underlying EBITDA and reported and underlying earnings
per share, is set out on pages 204 to 209 along with areconciliation to statutory measures.
2.3x
AUM growth
since IPO
+17%
AUM CAGR
over 20 years
AUM $bn
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
6
8
45
41
37
22
23
15
14
13
12
101010
10
10
10
6
4
76
33
2
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Financial highlights 2024
Key
Key performance indicator
Measure defined by IFRS
Alternative performance measure
Assets under management
$75.6bn
2024: €73.0bn
2023: $44.7bn
Fee Paying AUM
38.7bn
2023: €26.0bn
Pro forma for ECP transaction*
Management and other income
£404.0m
2024 statutory: £330.2m
2023: £266.3m
FRE
£155.3m
2024**: £124.6m
2023: £95.0m
PRE
£138.5m
2024**: £90.7m
2023: £55.3m
Underlying total operating income
£542.5m
2024**: £427.7m
2023: £321.6m
Underlying EBITDA
£292.0m
2024**: £213.5m
2023: £148.8m
Underlying profit before tax
£237.5m
2024**: £168.2m
2023: £133.8m
Profit before tax
£150.0m
2024 statutory: £80.7m
2023: £86.0m
Basic underlying earnings per share
25.7p
2024**: 19.5p
2023: 14.9p
* Pro forma information includes ECP as if the acquisition completed on 1 January 2024.
** Information only includes ECP from completion on 20 August 2024.
3
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Bridgepoint Group at a glance
Larger, more diverse platform
$75.6bn
assets under management
verticals investment
strategies
offices
worldwide
investment
professionals
UN PRI
rating
3 8 15 243 5*
430,000+
employees
acrossthe
portfolio
the private equity
portfolio would
bea FTSE
30business
ECP assets
produce enough
electricity to
power every
homein the UK
our credit vertical
has backed 400+
companies since
inception
A large and diverse portfolio
The Group is a leading dedicated middle market investor
4
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
A diversified portfolio
Bridgepoint Group has three verticals:
Investment strategy Investor type Investor geography
Deep experience with
a broad and differentiated
origination platform
Broad platform with a presence
ineight offices
330+ industrial advisors
Leverages the Group’s network
andsector expertise
Approach
Stringent asset selection to hit
targetperformance with the least
possible risk
Invest in resilient business models
indefensive industries
Leading owner of energy
transition, electrification
and sustainable real asset
infrastructure
Early mover advantage in the sector
The largest independent owner
ofUS power generation capacity
Reputable and reliable capital
provider across the energy
transitionspectrum
Approach
Value-add, hands-on partner
Real assets, critical to society with
inflation and downside protection
Focus on risk management and
minimising commodity price risk
Dedicated middle market
investor
Outstanding market position
andreputation
Total middle market immersion
Broad, well-established networks on
the ground providing high-quality
and differentiated origination
Approach
Sector-driven investment strategies
directed towards areas with
structural growth
Deep operational improvement
expertise
Bridgepoint Private Equity Bridgepoint CreditECP
Private equity
Credit
ECP
39%
19%
42%
Pension funds
Asset managers & insurance
Sovereign wealth funds
Endowments, foundations & family offices
Other
10%
10%
1%
38%
41%
Americas
Europe
APAC
MEA
11%
9%
39%
41%
5
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Chair’s statement
Tim Score
Dear shareholders,
It was a privilege to succeed William Jackson as Chair
ofBridgepoint Group in July 2024. As I reflect on my first period
as Chair, I am proud of the progress made in 2024 – a year that
has proved significant in delivering on the promise of the IPO
andthe continued transformation of the platform, passing notable
strategic and operational milestones.
Strategic and operational progress across
theGroup
Assets Under Management (AUM) grew to $75.6 billion,
a69%increase from 2023, reflecting the strength of our organic
growth initiatives and strategic partnerships, particularly the
combination with ECP, which introduced a new infrastructure
vertical to the Group.
2024 was a record year for capital returns and deployment was
also strong across all of our verticals. Key new funds, including
BDC V and BDL IV, attracted strong demand, reinforcing the
enduring appeal of our investment strategies. Looking ahead,
fundraising efforts are ongoing or set to launch in 2025
forprivateequity, infrastructure and private credit verticals.
A major strategic review in 2024 set a roadmap to more than
double AUM over the medium term, targeting around $200 billion
in AUM through organic growth, M&A and new product
development. This growth trajectory will be underpinned by
further capitalisation on the expanded opportunity set afforded by
the ECP-Bridgepoint partnership. The scale of our partnership
enhances our ability to identify unique opportunities, create value
and deliver consistently good performance.
Alongside the strong organic growth in our equity, credit and
infrastructure strategies, we are actively exploring further M&A
opportunities to both expand our geographic reach and diversify
our product portfolio.
Complementing the strategic review, in October 2024 we hosted
our first-ever Capital Markets Day at the iconic ‘Cheesegrater’
building in London — a setting that perfectly captured
Bridgepoint’s ambition and optimism around future growth
opportunities. Ledby our Chief Executive, Raoul Hughes,
discussions highlightedthe Group’s diversification through
itsprivate equity, infrastructure and credit strategies.
Continued work on sustainability
andcorporateresponsibility
Beyond strong financial performance, our investments also had a
tangible impact on the communities in which we operate. In 2024
the Group’s portfolio companies sustained approximately 430,000
jobs globally, contributing to economic growth and employment
across the regions and sectors in which itoperates.
Generating returns in a sustainable manner remains a cornerstone
of our approach and in 2024 we earned another UN PRI
five-star rating. With ECP established as its third vertical, the
Group is now also well positioned to make a substantial positive
impact through investment in energy transition assets. ECP is the
largest private owner of power generation capacity and a top-three
owner of renewables capacity in the US, investing across energy
transition, electrification and decarbonisation assets.
This year saw several important initiatives across our teams to
mark key events, including International Women’s Day, Mental
Health Awareness Week and Inclusion Week. These events and
initiatives profiled the diversity of thought and backgrounds
within our teams, as well as the charitable work that the Group
undertakes in local communities. This charitable work included
donations to local primary schools in the UK, a charity football
tournament, sponsored runs, the Bridgepoint London-to-
Amsterdam bike ride — where 17 colleagues completed a 230km
ride in under 24 hours — and the Bridgepoint Charitable Trust’s
support for flood relief in Valencia.
The Group’s strategy, combined with our sector expertise and global
andlocal capabilities, has delivered exceptional financial performance
6
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Tim Score
Chair
Our people and structure
The Group’s leadership structure has been reset given the
increased scale of the business, providing a resilient foundation
forthe Group’s future and ensuring strong strategic oversight
across our diversified portfolio.
ECP’s leadership has become an integral part of Bridgepoint’s
Group-level operational and investment committees. The ECP
team contributes not only tothe Group’s expertise in energy
transition and infrastructure butalso adjacent sectors where
electrification and decarbonisation topics are relevant. In addition,
senior promotions within ECP have further strengthened the
management team, reinforcing their significant contribution
totheGroup’s success.
At a team level, the Group made 93 new hires across nine
geographies, significantly enhancing the breadth and depth
ofexpertise across our investment and specialist teams.
Movingfrom Non-Executive Director to Chair in July 2024
hasenabled me to witness more closely the Group’s culture of
commitment, expertise, innovation and collaboration. Combined
with our value creation approach, these values continue to drive
exceptional outcomes for investors and shareholders, enabling our
portfolio companies to thrive despite a complex macroeconomic
environment.
The Board
We were delighted to welcome Ruth Prior as the Group’s Chief
Financial Officer in September 2024. Since joining the Group,
Ruth has already made a notable impact, leveraging her extensive
experience as aChief Financial Officer across both listed and
private sectors.
We are grateful to Cyrus Taraporevala for acting as interim Chair
of the Audit Committee following my appointment asChair in
July 2024.
Financial position
The Group’s financial performance in 2024 was strong, with pro
forma underlyingprofit before tax* increasing by 78% to
£237.5 million. This was driven by strong growth in management
fees and the increased scale of the platform, supported by both M&A
and organic growth.
Aligned with our view of the opportunity set available to the
Group, the aim is to grow thedividend progressively over time as
it scales through organic growth in existing businesses and by
adding complementary oradjacent strategies.
Accordingly, a final dividend of 4.6 pence per share is being
proposed, consistent with the interim dividend. Combined with
acapital return of 1.2 pence per share through the share buyback
programme and the interim dividend of 4.6 pence pershare, the
total capital returned to shareholders related to 2024 will be 10.4
pence per share.
Outlook
With the alternatives sector projected to exceed $58 trillion
inAUM by 2033, the future for the Group looks bright.
Our diversified platform, bolstered by the combination with ECP,
positions us to lead in high-growth areas of the middle market
benefitting from secular structural tailwinds. Expansion into
private wealth and new markets will further strengthen our
investor base.
We enter 2025 well placed strategically, operationally and
financially. On behalf of the Board, I extend my gratitude to our
shareholders, investors, colleagues and business partners. It is an
honour to have taken over as Chair and I am confident that,
together, we will capitalise on the opportunities that lie ahead.
Tim Score
Chair
“Our diversified platform, bolstered by
the combination with ECP, positions
usto lead in high-growth areas of the
middle market benefitting from secular
structural tailwinds.”
* The pro forma results assume that the acquisition of ECP completed
on1 January2024.
7
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Chief Executive statement
Raoul Hughes
2024 was another strong year for the Bridgepoint Group, with the
closing of the ECP transaction in August, and strong underlying profit
growth throughout the year, driven by successful fundraising,
consistent capital deployment and good fund performances.
The Group delivered on key financial and strategic objectives,
AUM growing to $75.6 billion, up from $44.7 billion in 2023,
now standing at 2.3x the level at the IPO. This notable expansion
highlights the impact of both organic growth and strategic
developments, with the largest contribution over the
last12 months coming from the addition of ECP to the platform.
Thecombination has added important geographic diversity
andamajor third vertical of infrastructure focusing on the
highlysought-after energy transition and power generation
investment spaces, ensuring the Group is well placed to benefit
from the tailwinds generated from the need to increase
electricitygeneration.
AUM grew to
$75.6 billion
The middle market - where we are a global leader – continued to
prove itself as a highly attractive place to invest across asset classes.
Its resilience through cycles, combined with Bridgepoint and
ECP’s collective track record, local knowledge and deep sector
expertise, enabled capital deployment to continue in line with our
historic pace, capitalising on often off- market opportunities and
navigating broader economic headwinds. The Group delivered
arecord year in terms of exits with over €8 billion of capital
returned to investors. Our funds continue to perform and
deployment across our strategies remains on track.
This notable performance fed through to fundraising, with
significant progress made in 2024 thanks to the successful closings
of BE VII, ECP V and BDC V – all at or above their cover number.
As a result, the Group is increasing its previous fundraising target
from €20 billion to €24 billion for the period from mid-2024
tothe end of 2026. In addition, several key new organic strategic
initiatives were progressed with both ECP’s evergreen product
andthe Group’s wealth product soon to launch.
These achievements contributed to strong financial performance
in 2024, which exceeded expectations. Pro forma underlying*
management and other income increased to £404.0 million in
2024, up from £266.3 million in 2023, driven by the substantial
growth in AUM. Pro forma FRE* rose to £155.3 million,
representing a 63% increase from £95.0 million in 2023.
Proforma underlying EBITDA* almost doubled to £292.0 million,
reflecting a step-change in scale driven by M&A. Organic
EBITDAgrowth also stood at 7%, underscoring the strength
ofthecore business.
Robust fundraising momentum
The capital entrusted to us by investors continues to be the
lifeblood of the Group, and 2024 was instrumental on that front
with €7.8 billion raised over the year. BDC V will shortly close
ahead of guidance at €2.8 billion, reinforcing the strength
oftheSMID Cap franchise, with fees having been charged
fromOctober 2024.
Significant groundwork has been laid for the next fundraising
cycle. The next flagship private equity fund, BE VIII, will launch
later this year and will target a first close in Q2 2026. ECP VI
hasalready launched fundraising this quarter with a $5 billion
cover number, with major momentum resulting from tailwinds
inelectrification and a new partnership with KKR to support
AIgrowth through investments in data centres and power
generation. The possibility of a first close as early as Q2 this
yearrepresents asignificant opportunity to expand the
infrastructure strategy further and capture emerging
opportunitiesin the energy transition.
The credit business continued to make progress across its direct
lending, syndicated debt and credit opportunities strategies.
BDLIV held a first close in early January 2025 at €1.9 billion.
Thebusiness also successfully priced the upsizing and refinancing
of CLO 4, originally priced in December 2022, increasing it by
40% from €320 million to €450 million and reducing the cost
ofcapital. Additionally, two new CLOs - CLO 6 and CLO 7 were
priced in 2024 and external capital was also raised for the first
CLO originator partnership, enabling continued growth in this
vertical while reducing reliance on the Group’s balance sheet.
Fundraising for CLO 8 will begin this year, reinforcing the team’s
ability to deliver diverse opportunities for credit investors.
* The pro forma results assume that the acquisition of ECP completed on 1 January 2024
8
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
To support this continuous fundraising activity, fund investor
relation capabilities have been significantly expanded, with new
resource added ontheground in key cities such as Seoul, Tokyo
and Abu Dhabi. These investments, which are made possible
because ofthe Group’s growing scale, enhance our ability to
engage with both institutional and private wealth investors, setting
the stage for the future. With individual investors holding roughly
50% of global AUM yet accounting for only 16% of capital
invested in private markets, the high-net-worth market presents
apromising source of additional potential capital over the next
10years.
Strong capital deployment and returns across
investment strategies
More than €10 billion of capital was deployed across Group funds
in 2024 and the year marked the strongest ever for returning
capital to fund investors. Against the backdrop of improving
transaction volumes inthe market, there is good near-term
visibility on several further exits for 2025, with the majority
expected to close in the second half. The Group continued to
enjoy good fund performance across strategies, underscoring the
value of its disciplined investment approach and ability to navigate
challenging markets.
Private equity
In private equity, we achieved a record in terms of capital
deployment with over €3 billion deployed by the Bridgepoint
Europe team alone in 2024.
BE VII is now 64% deployed after two and a half years, spanning
13 investments. Recent investments include Samy Alliance, a
Spanish-headquartered social media marketing company, Esker, a
provider of AI-powered automation solutions for the Office of the
CFO, and Schuberg Philis, a Dutch-rooted IT company specialising
in mission-critical IT services, cloud-native solutions and digital
transformation.
BDC IV is now fully deployed, having exchanged or completed on
its final four platform acquisitions over the course of 2024. BDC V
is off to a promising start, with 11% of its capital already committed
across two investments in the year to date: the take-private of
Eckoh, a leading provider of secure payments and customer
engagement software, and Argon & Co, a global consultancy
focused on industrialisation and supply chain excellence.
Key exits in 2024 included Kyriba, a global leader in liquidity
performance; Care UK, a leading provider of residential and
nursing care services in the UK; Vitamin Well, a premium
functional beverage company offering fortified drinks and
supplements; and Oris Dental, a fast-growing dental care provider
in the Nordic region. These exits collectively returned over
€3 billion of capital across the Group’s private equity strategies.
Infrastructure
ECP has also made excellent progress, with ECP V 66% deployed,
reflecting significant demand in the energy transition and
infrastructure sectors. In H2 2024 ECP V announced three
platform acquisitions in power generation and renewables,
totalling $11 billion in enterprise value and over 10 GW of
capacity across Texas, Ohio, the Western US and parts of Europe.
A significant agreed exit was Calpine, which became the largest
producer of clean and reliable energy in North America during
ECP’s ownership, reinforcing ECP’s role in shaping the energy
transition and ensuring a stable power supply for customers and
communities. Additionally, the exits of Terra-Gen and Heartland
Generation demonstrate ECP’s ability to capitalise on
decarbonisation trends and energy security initiatives, driving
compelling returns for investors.
“The Group’s track record of performing
well across cycles and our differentiated
middle market positioning meant
wecontinued to drive returns through
focused asset selection andmarket
leading origination depth”
Raoul Hughes
Chief Executive
9
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Credit
The credit team has continued to achieve the performance,
resilience and value that our credit strategies are known for. BDL
III is 88% committed with portfolio metrics including an average
LTV of 35% and an average EBITDA margin of approximately
30% while BCO IV remains on track to meet its target of 13-15%
returns.
Well positioned in a global context and long-
term market trends
While Europe saw subdued growth and inflation pressure through
theyear, the Group’s track record of performing well across cycles
and our differentiated middle market positioning meant
wecontinued to drive returns through focused asset selection
andmarket leading origination depth regardless of the broader
macroeconomic environment. Our global footprint, diversified
investment strategies, and disciplined approach to capital
allocation, provide resilience in shifting market conditions.
Sectors such as agriscience, energy transition and tech-led services
continue to experience significant tailwinds, presenting exciting
opportunities for future growth. Additionally, the Group’s focus on
structural trends, including market consolidation, the evolution of
scalable platforms, and the increasing role of private capital
infinancing resilient business models, reinforces our ability
togenerate long-term value.
The Group’s well-established presence in North America, its
significant US private equity exposure, and track record of far
outpacing European GDP through strategic investments, underpin
its ability to navigate complex markets. Furthermore, stringent
asset selection in credit ensures a balanced risk-reward profile,
particularly in defensive industries.
The path to $200 billion of AUM: strategy
andCapital Markets Day highlights
A personal highlight of 2024 was the opportunity to set out the
Group’s long-term strategic vision at our first Capital Markets Day,
which provided an opportunity to showcase our strategy and the
Group’s progress since IPO. We outlined an ambition to become
the outright global leader in middle market investing, aiming to
grow AUM by at least 2.5 times within the next five to six years
through a combination of organic growth and M&A, with M&A
opportunities encompassing transformational and tuck-in
acquisitions. This strategy builds on the strength of the platform
and positions us well to capitalise on market consolidation and
evolving investor needs. It was great to see such high levels of
engagement from our investors and stakeholders, who share
ourconfidence in the platform we are building.
Scaling and diversifying existing verticals
Growth and diversification of existing investment strategies will
continue through a combination of selectively expanding existing
funds, organically adding adjacent investment strategies, and
targeted complementary M&A. The synergies created by the
ECP-Bridgepoint combination are already enhancing organic
growth, including through equity deal flow in the energy
transitionspace while enabling ECP to leverage an extensive
European network. These efforts reinforce the ability to deliver
long-term value.
Platform-enhancing M&A
The business aims to continue to grow through platform-
enhancing acquisitions that enable entry into new asset classes and
geographies at scale, strengthen market presence and increase the
diversity of income streams. A disciplined M&A strategy remains
central to strengthening geographic reach, deepening sector
expertise, and expanding into new areas.
Looking ahead to 2025
With a healthy pipeline of opportunities, tailwinds in key sectors,
and a proven ability to navigate economic cycles, theGroup is well
positioned for the year ahead. Our ambitious goals reflect the
dedication and talent of our teams, whose performance drives
ourachievements.
Finally, thank you to all of my colleagues for their hardwork and
commitment. We are at our heart a people business, and nothing
would be achievable without the dedication of the teams inall of
our global offices.
Raoul Hughes
Chief Executive
Chief Executive statement continued
10
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Bridgepoint Group today
A culture-driven business
Purpose
Bridgepoint Group aspires to be a force for good. We drive
growthand build value by connecting people, capital, ideas
andopportunity.
Values
In everything we do, from committing investors’ capital,
toworking with portfolio companies, to supporting our teams,
we’re guided by our values:
We do
what we say
We do
the right thing
We act with
intelligence
andhumility
Our culture helps us retain our position as an attractive home for
talent, a favoured counterparty for investments and a trusted home
for fund investor capital.
11
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
2033
2023
$58tn
$25tn
Alternatives AUM
Over the past decade private market assets
under management have quadrupled and this
growth is projected to continue at an annual
rate of 9% to 10% with AUM expected to
reach approximately $58 trillion by 2033.
This growth would see AUM more than
double in 10 years, fuelled by new capital
sources and an increasing shift towards
alternatives over traditional asset classes.
Strong long-term tailwinds in the alternatives market
A track record of investment performance
Our investment performance is the primary metric by which we are
judged against our peers and in which turn determines our ability
tosuccessfully raise capital and continue to grow the business.
30-year track record of delivering
compelling returns
Top or upper 2
nd
quartile private equity
and infrastructure funds
No realised losses in direct lending
2024 highest ever capital returned
Deployment in line or ahead of target pace
Investment performance
Bridgepoint Group today continued
12
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Shaping tomorrow
Our strategy for future growth
Ambition
$200bn of AUM
>2.5x AUM in the next 5-6 years
Expanding
sources of
capital
Read more on page 14
Consistent Repeatable Strong returns
Platform-
enhancing
M&A
Read more on page 16
+ +Scaling and
diversifying
existing
verticals
Read more on page 15
13
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
The relationships with our
longstanding fund investor
base is our #1 priority
c.110
clients have invested in our funds for
20+ years
12 years
average investor tenure
As the Group scales
we further enhance
these relationships
Delivering our ambition
for AUM growth will require
tapping into new sources of
capital and therefore new
fundraising channels
Read more about our strategy
on page 20
Expanding sources of capital
Enhance global coverage
Continue to develop matrix approach
to geographic and product coverage
Deepen our longstanding
relationships with some of the
world’s leading investors
Introduce our other strategies
tomonofund clients
Deepen our sovereign
wealth fund relationships
Insurance capital
Private wealth
Alternative investment
structures
Continue to develop
limited partner
relationships
Deliver more from
alternative sources of capital
in conventional structures
Add new channels
Investment in distribution
Now Benefit 5 years
Shaping tomorrow continued
Expanding sources of capital
14
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Additional new strategies
In order to scale and diversify
existing strategies we will look to
smaller tuck-in acquisitions and
team lifts in areas where we can
gain additional expertise and
exposure within an existing vertical.
New products within credit and
sector-specific expertise in private
equity could be examples of this
type ofexpansion.
Read more about our strategy
on page20
How will we sustain
fund-on-fund growth?
Historic growth in fund sizes
Opportunity Organic Inorganic
Private equity
Bridgepoint Development Capital Historic
Bridgepoint Growth Historic
Sector-focused funds Current
Continuation funds Historic/current
Electrification private equity in the US Current
Tactical opportunities funds Current
Private credit
CLOs Historic/current
US credit Current
Infrastructure credit Current
Infrastructure
ECP Europe New
Digital infrastructure New
€2.9bn
+26%+32%
€2.3bn
€2.8bn
€1.9bn
BDC IV BDC V BDL II BDL III
$4.4bn
$3.3bn
€7.0bn
€5.8bn
BE VI BE VII ECP IV ECP V
+33%+20%
Scaling and diversifying existing verticals
Maintain track record of strong
investment performance
Headroom in the
middle market
Geographic expansion
(e.g. US) + further
in-country depth
“One firm” – further increase
collaboration between the
US and European platforms
15
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
The additions of Bridgepoint Credit and
ECP to the Group’s platform have been a
success, contributing to the Group from
day one. We will look at similarly
transformative M&A in the future to
accelerate the growth of the Group,
unlockopportunities and create material
value forshareholders.
We have an ability to add new verticals
tothe Group offering potential partners the
opportunity to be the Group’s vertical in
their sector or geography rather than a cog
in a mature pre-existing machine. This
means that businesses joining the Group
are not subsumed but are offered a seat at
the table, running part of the wider
Bridgepoint Group and becoming a
shareholder in a combined enterprise.
Read more about our strategy on page 20
Asia
Real estate
Secondaries
US
Quality businesses
Track record
and IR capability
Cultural fit
Existing private
wealth channel
Permanent or quasi
permanent capital
Verticals/
Geographies
Cohesion
Target Characteristics
Strategic
Capital
What makes the Group an attractive M&A partner compared to larger asset managers
Traditional asset
managers Alternative asset managers
(Independent
+ Captives) Unlisted Listed
Attractively valued stock
Value upside potential
Cultural compatibility
Flat hierarchy
Seat at the table
Distribution synergies
Wider platform synergies
Shaping tomorrow continued
Platform-enhancing M&A
16
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Website:
https://www.bridgepointgroup.com/
shareholders/capital-markets-
day-2024
Watch a replay of Capital Markets
Day and access the presentation on
the Bridgepoint Group website
– scan the QR code below to access:
Showcasing the Group’s growth
17
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Market overview
Macroeconomic conditions
Following the peak benchmark interest rates which were reached
in 2023, in 2024 the global economy benefited from interest rate
reductions as inflation began to moderate, though in the second
half of the year both inflation and interest rates decreased more
slowly than had been expected. The macroeconomic environment
in Europe continued to normalise though geopolitical factors
continued to affect the economic narrative, with political
instability in Germany and France leading to a cautious outlook for
Europe. In contrast, the prospect of a pro-business and pro-
deregulation administration in the United States led to a more
positive outlook for North America among investors. This mixed
macroeconomic picture was reflected in valuations across financial
markets, resulting in a nuanced picture for private market
investment activity.
The Group’s alternative investment strategies are well positioned
for the current environment, with middle market assets typically
both higher growth and less dependent on macroeconomic growth
than larger businesses. In credit, higher interest rates underpinned
returns while energy transition, electrification and sustainable real
assets infrastructure benefited from strong sector tailwinds, not
least from strong demand growth for electricity. These factors,
coupled with the Group’s continued discipline in investments and
portfolio construction, provided a level of stability for the Group
amidst broader market volatility.
Private market activity
The alternative asset middle market continued to exhibit resilience
in 2024 with an uptick in the level of deal activity, albeit activity
was still below the record levels seen during 2021 and the first half
of 2022. Heading into 2025, there are signs of improving
momentum in the market.
In the medium term, the private asset management market
continues to benefit from sector tailwinds. Private market
investments are an increasingly important asset class for investors
seeking returns, resulting in increasing allocations to private assets.
In comparison to public markets, the nature of private markets
investing is typically longer term, with capital locked into funds for
periods commonly ranging from seven to 10 years, providing
some stability during periods of uncertainty.
Whilst not immune to trends in the level of market activity, the
Group continued both to deploy and return capital, completing 16
private equity acquisitions and 8 exits. In total the Group deployed
€10 billion in 2024 with all funds remaining on track tohit their
deployment targets.
Within the Group’s private equity business, the ability to deploy
capital is strong despite wider market conditions. This is thanks to
early identification of potential investments, with an average
tracking period of three years prior to investment, and the fact that
11 out of 13 investments in BE VII have been acquired outside of
conventional auction processes. ECP signed a partnership with
KKR to invest in AI data centres, and its deep sector knowledge
gives it significant off-market origination capability.
The announcement in January 2025 of the agreement to sell
Calpine to Constellation Energy in a cash and stock transaction
with an equity purchase price of approximately $16.4 billion
underlines the success of ECP’s investment strategy and ability to
agree exits which unlock significant value in current markets.
The Group is well positioned for uncertain times
2024 unfolded against an improving macroeconomic backdrop. Central banks began to reduce interest rates,
bolstering growth and economic confidence measures. However, geopolitical tensions persisted and inflation
proved stickier than expected, leading to rates at year end athigher levels than had been forecast at the start of
the year. Despite this uncertainty, the Group’s disciplined investment approach, experienced team, broad sector
diversity and geographic presence, coupled with a middle market focus, leave the Group well positioned.
Factor
Impact on the Group
18
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Interest rates
With interest rates increasing from their historical post-Global
Financial Crisis lows through 2022 and the first half of 2023, the
summer of 2024 saw the inflection point in the interest rate cycle.
In June, the European Central Bank cut rates for the first time
since September 2019 and in September the Federal Open Market
Committee also lowered rates for the first time since March 2020.
After a reduction in alternative asset activity in 2023, the shift in
expectations to falling policy rates contributed to an increase in
activity levels and more positive outlooks for deployment, exits
and volumes in capital markets.
The majority of the Group’s private equity portfolio companies
enjoy high margins with strong cash generation, creating returns
through focused domestic and international value creation
strategies rather than leverage, which is typically modest compared
to peers. The vast majority of the Group’s credit’s portfolios
feature floating rate instruments (i.e. Euribor+), and while Euribor
is lower than it was at peak, it is still materially higher than it has
been for the previous few years. As a result, credit returns
remained attractive by historical standards, even if no longer at
quite the same levels seen in 2023. The market share of traditional
lenders has remained subdued in the middle market which has
resulted in continued opportunities for the Direct Lending
strategy, while the Credit Opportunities strategy has benefitted
from volatility in the secondary market, providing opportunities
for investment at attractive prices.
Fundraising
The fundraising environment continued to be challenging in 2024
after the well-documented slowdown in alternatives fundraising in
2022 and 2023 when many mature investors faced allocation
challenges. The earlier slowdown was partly caused by the
denominator effect and partly due to a lack of investor liquidity
caused by lower returns of capital from exits. The impact was most
significant in mature markets where investors were at or near their
target allocations to alternative asset classes. This resulted in
greater focus by investors on reinvesting with their existing
managers rather than committing to new managers. The outlook
for fundraising improved through 2024 as a result of an uptick in
the volume of capital distributed to fund investors, with many
signalling that allocations would be increasing in 2025.
2024 was a strong year for fundraising by the Group. Early in the
year, BE VII closed at its target of €7 billion and ECP V exceeded
its target to close at $4.4 billion with a further $2.3 billion
committed to co-investment vehicles. BDC V started fundraising
with a target of €2.0 billion and by year end had closed with
€2.5 billion of commitments. Credit continued successfully
fundraising for BCO V and BDL IV. In total, the Group raised
€8.6 billion in 2024 a significant achievement.
In a cautious investor environment, the Group’s deep and well-
resourced investment platform, disciplined investment strategy,
consistent deployment pace and highly experienced team have all
proved valuable. 2024 was a strong year for exits across all three
verticals of the Group with some €8.5 billion, a record amount,
returned to fund investors.
The Group is well placed to complete BDC V and BG II in 2025
aswell as launching ECP VI in the first quarter and BE VIII later
inthe year.
Factor
Impact on the Group
19
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
We have a strong core client set andhave
the opportunity to grow it further among
the largest blue-chip institutional investors.
We have built client partnerships over
decades and will continue to nurture and
grow this core group, including through
introducing them to our different
investment strategies.
Delivering our ambition for AUM
growthwill also require tapping into
newsources of capital and therefore
newfundraising channels.
So in addition to growing the relationships
with our core client base, we will look to
increase the contribution to AUM from
sovereign wealth funds, unlock the
opportunity in private wealth and target
increased capital from areas such as
insurance. This will require investment
over the next cycle, which we expect
topartially fund through efficiency
gainselsewhere.
The white space in the middle market
hascreated a clear opportunity to grow.
We have the opportunity to expand and
diversify our existing strategies through
acombination of selectively growing
existing funds, organically adding adjacent
investment strategies and targeted
complementary M&A or team lifts.
These smaller tuck-in acquisitions and team
lifts will be in areas where we can gain
additional expertise and exposure within
an existing vertical.
In terms of scaling existing funds, we will
remain disciplined and ensure that we raise
the correct amount of capital to maintain
our investment performance.
In terms of diversifying existing verticals,
examples could be new geographies in
existing strategies or sector-specific funds
in existing geographies.
We will build the business out further
through platform-enhancing acquisitions.
The additions of Bridgepoint Credit and
ECP have been a success, contributing to
the Group from day one.
We will continue to look at similarly
transformative M&A in the future. Such
acquisitions would enable us to enter new
asset classes at scale, enhance our market
presence, and increase the diversity of our
income streams, as well as bringing in
additional expertise and new investors
tothe platform.
Further acquisitions would accelerate the
growth of the Group, unlock opportunities
and create material value for shareholders.
We will also look at transactions which
could enable us to deliver new sources of
capital, for example, where it can accelerate
access to retail or permanent capital.
Strategy
Expanding sources
of capital
Scaling and diversifying
existing verticals
Platform-
enhancing M&A
Continued organic and M&A-driven growth across investment strategies and geographies
A formula for future growth
Our strategy is focused on creating value for clients and shareholders. Investment performance is the primary metric by which we
arejudged against our peers and which in turn determines our ability to successfully raise capital and generate future fees and profit.
Keyperformance metrics for the Group include DPI, TVPI, IRR and the pace of deployment. We have the performance track record
andplatform to grow faster than the market and, as a result, grow the Group’s market share within alternatives. There are three
strategicverticals:
Ambition
$200bn of AUM
>2.5x AUM in the next 5-6 years
20
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Strategy in action
A track record of expansion
The Group has grown from a middle market private equity business primarily focused on the UK to a diversified alternative asset
manager with a global presence.
Partnership with ECP
Accelerates the Group’s strategic
diversification and delivers
value-add infrastructure as a
meaningful third growth vertical,
with a highly complementary fit
from the perspective of culture,
client relationships and
geographic focus
Independence from
NatWest
The Group was established as an
independent business following
a management buyout
Dyal (now named
Blue Owl) minority
transaction
Provides capital
to the Group for
accelerated growth
Bridgepoint Credit
(EQT Credit
acquisition)
Provides scale and
further growth potential
forBridgepoint Credit
IPO
Provides capital for
accelerated growth and
listed share currency for
potential acquisitions
Bridgepoint Credit
(organic expansion)
Establishes the Group in the
second largest alternative asset
class, providing diversity to the
Group and growth potential
US presence established
Develops the Group’s global
presence, supports portfolio
companies, increases deployment
capability and therefore potential
fund growth, and reinforces
existing activities in North
America
Bridgepoint Growth
Third strategy of Bridgepoint
Private Equity
Acquisitions of Hermes’
direct investment
platform & funds
(previously managed by
Edmund de Rothschild)
Takes the Group’s
institutionalised approach and
platform to the SMID Cap
market
202420212020201820162009-102000
$76bn$3bn $10bn $14bn $23bn $33bn $37bn
21
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Our business model
Bridgepoint Group is a global leader
inmiddle market private asset investing.
The Group has a 30-year track record
ofdelivering compelling returns with
anattractive risk profile.
We provide the capital and expertise to facilitate growth
We raise capital from, and invest on behalf of, a globally diverse, long-standing and growing blue-chip client base ofmore
than 1,225 institutional investors. We use our expertise and leading investment platform togenerate strong returns for
these investors and receive fees for managing their capital. The expertise of the investment teams is not easily replicated
and is a key source of competitive advantage.
A combination of:
First-class investor
services
Leading investment
platform
Hands-on value
creation
Enables us to:
Delivering:
Strong returns for
fund investors
Fees for managing
clients’ capital
Raise fund capital
Invest in middle
market assets
Create strong and consistent
investment performance
We take a responsible approach to investment and value creation
Read more on pages 23 to 25.
22
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Differentiated and sustainable approach delivering high-quality returns
Bridgepoint Private Equity’s investment approach has delivered
strong and consistent returns. Based on latest benchmarking
(Q32024), all Bridgepoint Europe and Bridgepoint Development
Capital funds raised after the global financial crisis of 2008
to2009 arefirst or upper second quartile performers.
The Group has delivered these high-quality returns through
careful portfolio construction, sensible use of leverage and
disciplined asset selection focused on high margin, cash
generativebusinesses in combination with a hands-on
value-creation philosophy.
We create value through:
A leading dedicated middle market investor with global presence
How we create value in private equity
Bridgepoint Private Equity offers a differentiated middlemarket position.
It operates at enterprise values below those targeted by large cap firms
andmore broadly and deeply than other middle market platforms.
Entrepreneurial culture
30+ years of institutional heritage
Outstanding market position
and reputation
Total middle market immersion
Broad, well-established
networks on the ground
providing high-quality origination
Sector-driven investment
strategies directed towards niches
with structural growth and designed
to exploit local insight
Value-creating operating skills
–deepened during GFC
Our people Our market presence Our approach
23
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Our business model continued
We create value through:
A leading infrastructure investor focusing on energy transition
How we create value ininfrastructure
ECP is a market leader in critical infrastructure focused on energy
transition, electrification andsustainable real assets infrastructure,
withdeep sector experience and a two decades-long track record.
Deep sector knowledge and market leadership drives consistent, strong risk-adjusted returns
ECP, which has raised over $30 billion of capital since inception
in 2005 has a leading position in the electrification and sustainable
real asset infrastructure market in North America. Energy
transition investing stands to be the key beneficiary of the global
decarbonisation effort, with forecast investment in the space
expected to be $2.4 trillion per annum over the next 30 years,
creating significant tailwinds and many potential growth avenues.
The US is experiencing a paradigm shift with aggregate demand
for electricity expected to grow 1.5x to 2.0x by 2040 driven
bythe onshoring of manufacturing, the electrification of
transportation and expansion in computing power (partially
fromdata centres and AI). ECP’s team delivers value through
realspecialisation built up through navigating multiple energy,
regulatory and environmental transitions over three decades.
Thishas resulted in a consistently strong investment performance
track record delivering a gross MOIC of ~2.0x since 2010.
Our people Our market presence Our approach
25+ years of successfully investing
inenergy transition
Early-mover advantage in the sector Value-add, hands-on partner
Deep domain expertise
and networks
Local market insight and
sectorexpertise
The largest independent owner
of US power generation capacity
Invest in real assets, critical
to society with inflation and
downside protection
Focus on risk management and
minimising commodity price risk
Reputable and reliable capital provider
across theenergy transition spectrum
24
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
We create value through:
Deep experience with a broad and differentiated origination capability
How we create value in credit
Bridgepoint Credit uses its deep market presence and insight-driven
approach to create investment opportunities from across the Group’s
network in defensive sectors withstrong downside protection.
Leveraging experience, insight and the Group’s network to deliver compelling risk-adjustedreturns
The highly experienced Bridgepoint Credit team has invested
approximately €22 billion in more than 410 companies since
inception with a demonstrable track record of delivering
consistently strong risk-adjusted returns. For example, in aggregate
as of Q4 2024 the BDL III fund has delivered net IRRs of 10%
and16%, respectively, from the unlevered and levered sleeves.
Additionally and very importantly, across the Direct Lending
funds there have been no realised losses in their portfolios,
demonstrating the success of the rigorous Direct Lending asset
selection process, which focuses onbusinesses operating in
defensive sectors with strong credit fundamentals, and involves
thorough due diligence that utilises the full breadth of the Group’s
knowledge and experience.
Our people Our market presence Our approach
Highly experienced
and cycle-tested team
Broad platform with presence
in eight offices
Stringent asset selection
to hit target performance
with the least possible risk
Culture of shared knowledge 330+ industrial advisers
Invest in resilient business models
in defensive industries
Leverages the whole network
and deep sector expertise
25
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Our People
We are a people business. Our ability to deliver for our investors, portfolio
and shareholders relies on our ability to attract, develop and retain the best talent.
We aim to recruit the very best talent irrespective of background, foster a workplace where our people can grow and thrive,
andaremotivated to drive returns for our investors. We strive to create a work environment where all types of voices can be heard
andhigh performance is valued. We operate globally and welcome a broad range of perspectives to help us achieve our investment
and strategic goals.
Attract
We aim to recruit the very best
talent, building diverse teams
which exhibit drive and a passion
for performance
We create an environment where
the best performers will prosper
Care
Our values define how we
dobusiness and treat people
Wefoster a creative,
connectedcommunity
Develop
We operate an ‘apprenticeship
model’ offering hands-on
learning supplemented with
bespoke training and
development opportunities
Retain
We nurture a culture where individuals
develop professionally and build
excitingcareers
Ourrewards are weighted towards
performance and long-term
alignmentwithfund investors
andultimately shareholders
Our people strategy focuses on four key elements:
513
employees
>30
nationalities
54%
of investment professionals
are multilingual
11%
turnover among
investment professionals
15
years average partner tenure
26
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Our values
We do what we say
We do the right thing
We act with intelligence and humility
“We aim to recruit the best talent irrespective of
identity or background, provide a framework for
all to progress and enable the best to advance.”
Ruth Bailie,
Head of HR Business Partnering
Dame Kelly Holmes joined
us for an employee event to
mark Inclusion Week in
September 2024. Dame
Kelly was interviewed by
Oliver Smiddy, Managing
Director in the Investor
Relations team
27
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Investing in our people
Over the course of 2024 we continued to invest in our people. For
our teams, personal development includes on-the-job learning to
grow skills and experience. For investment professionals this
includes experience across investment origination, deal execution,
portfolio management and exits. This is accompanied by a skills
and attributes framework, which is designed to support
development of key capabilities.
Complementing this hands-on approach, the Group provides
awide variety offormal talent and leadership development
programmes. As part of this, we support and encourage
international rotations and secondments, fostering diverse
experiences across various markets, funds and teams. These
programmes are continuously evolving to remain current and
relevant to the needs of our colleagues. We also have a learning
platform which provides a wealth of online courses and modules.
We have thoughtful and comprehensive performance practices
and development initiatives including executive coaching and
mentoring programmes.
Supporting the wellbeing of our people – mentally and physically
– has always been important to us. We offer a variety of mental
health resources including our Employee Assistance Programme,
the Thrive app, access to professional psychologists and extensive
private health cover. We also provide a wellness allowance to
eligible employees to support their fitness activities and hobbies.
Employee feedback and engagement
We conduct regular employee engagement surveys which inform
decisions at the Board and executive level and guide our efforts to
attract retain top talent. Our latest employee engagement survey
Our people continued
had a participation rate of over 85% and an overall engagement
score of 7.5 (out of 10). Highlights from 2024 included
thestrength of peer relationships, goal setting, treating people
fromall backgrounds fairly, and understanding the strategy
oftheGroup and individual business units.
Inclusive culture
It is our ambition to create an environment where talented
individuals have an opportunity to thrive, regardless of background.
This is about promoting diversity of thought, enhancing collective
intelligence and the quality of our decision-making, ultimately
leading to better investment outcomes and performance. We aim
to recruit from abroad candidate pool, to uncover the best possible
talent and tosupport personal development within the Group and
we have a wide range of initiatives underway to deliver these goals.
We partner with other firms and industry bodies, these include:
Level 20, which promotes gender equality and diversity
inprivate equity;
France Invest, which promotes industry-wide efforts to increase
diversity within investment firms and the businesses they support;
Institutional Limited Partners Association’s ‘Diversity in Action’
initiative;
10,000 Black Interns which aims to address the under-
representation of Black talent in the financial sector; and
Out Investors, which aims to make the directinvesting industry
more welcoming for LGBTQ+ individuals.
Mentoring programmes
Our mentoring programmes pair mentors and mentees from
across the Group. They highlight and celebrate different
backgrounds and experiences and build cohesion and
inclusiveness across the Group. Over 100 mentor-mentee
pairs have participated in these programmes in the last three
years. We have a separate women’s mutual mentoring
programme, supporting the progression of female
professionals within the Group.
Insights week
Insights week brings a broad group of students to
Bridgepoint for a week in the summer and introduces them
to different professional pathways and entry points into the
asset management industry. In 2024 we hosted 46 students
aged between 16 and 22 from a wide variety of backgrounds
at our London office.
28
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Associate
International Associate
Programme
The International Associate
Programmes recruits top
talent and aims to develop
the next generation of
leaders. As part of this 2
year programme, there are
several elements, including:
(i) four training modules
ontechnical and
communication skills; and
(ii) opportuntiy for a
rotation to another office
within the first four years
Investment Director
Conference on Leadership
Annual event which:
develops leadership skills
features active learning
sessions and external
speakers
includes discussions with
the Group’s senior leaders
Director
Leaders’ Forum
Annual event which:
fosters cross-office
networking
enhances insights into the
Group’s key markets
facilitates discussion on the
Group’s strategic growth
Partner
New Partner Development
Programme
Programme following
promotion to Partner,
including:
detailed personal
development plan
leadership briefing
withpeers
guidance from a senior
mentor
external executive
coachingsessions
1 2 3 4
The learning and development pathway for
investment professionals
Investment professionals
We provide structured development at all levels, and these include:
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
29
Stakeholder engagement
andsection 172(1) statement
Key stakeholders
The Board has identified its key
stakeholders as colleagues, the community,
fund investors, portfolio companies,
regulators, shareholders and suppliers.
Section 172 of the Companies Act 2006 requires the Directors to
act in a way that they consider, in good faith, would most likely
promote the success of the Company for the benefit of its
members as a whole.
In doing this, section 172 requires the Directors to have regard,
amongst other matters, to:
the likely consequences of any decisions in the long-term;
the interests of the Company’s employees;
the need to foster the Company’s business relationships with
suppliers, customers and others;
the impact of the Company’s operations on the community and
environment;
the desirability of the Company maintaining a reputation for
high standards of business conduct; and
the need to act fairly as between members of the Company.
The Corporate Governance Code requires the Board to understand
the views of the Company’s key stakeholders and describe how
their interests, and the matters set out in section 172 of the
Companies Act 2006, have been considered by the Board
in discussions and decision-making.
Colleagues
Fund investors
Shareholders
Portfolio companies
Community
Regulators
Suppliers
30
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
The key considerations in respect of these stakeholders and the Board’s approach to engaging with them are explained below.
Colleagues
Key considerations
The Bridgepoint Group
is a people business.
Its employees are
integral to the continued
success of the Group,
and therefore the
retention, development
and motivation of
colleagues is key.
How the Group engages with colleagues
The Board actively engages with colleagues through a variety of channels, including town
hall briefings, videos and meetings. The Group conducts an employee engagement survey
on an annual basis to obtain feedback from employees, the results of which are fed back to
business unit heads, senior management and the Board as appropriate, and a number of
actions are taken in response. The year-on-year change in survey results is monitored
carefully as part of this review.
Members of the Board meet with various members of senior management and colleagues
from across the business, both through Board and committee meetings and through separate
discussions. In 2024 the Board visited the Group’s New York office, meeting with a number
of US colleagues.
A designated Non-Executive Director (Angeles Garcia-Poveda) is responsible for gathering
employee feedback and spent time at a number of Group offices during 2024. Angeles was
also actively involved in a number of firm-wide initiatives in 2024 including activities in the
Paris office for International Women’s Day in March, and a roundtable on leadership as part
of a colleague training programme.
The Group continuously invests in its people through internal career development,
inclusivityand engagement initiatives, further detail on which can be found on pages 26 to 29.
31
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Stakeholder engagement continued
Fund investors
Key considerations
Fund investors are a
central focus of the
Group’s business.
They provide the capital
which the Group invests
as part of its investment
management activities
and are who the
Group owes regulatory
duties to.
How the Group engages with fund investors
The Group has a dedicated investor relations function, with specialities across the Group’s
private equity, credit, and infrastructure strategies. These professionals manage the Group’s
relationships with all of its fund investors while seeking to develop new relationships with
prospective investors deploying a matrix approach combining product and geographic
coverage.
The Group continued to undertake significant fundraising activities in 2024 across
strategies, including with respect to ECP following its combination with the Group. Through
annual investor meetings, investor committee meetings and scheduled and ad hoc sessions
with investors, the Group has maintained a high level of engagement and communication
with existing and prospective fund investors throughout the year. Investors’ views are
regularly heard on a range of topics, with regular updates on investor feedback and ongoing
fundraising activity provided to the Board and to senior management.
Fund investors typically undertake due diligence on the Group as part of their assessment of
an investment into a fund managed by the Group. These exercises help to provide an
up-to-date view of the primary concerns and considerations of investors, with investor
views being constantly factored into how the Group approaches the establishment,
management and operation of the funds in which fund investors invest.
Fund investors receive regular updates through calls, relationship meetings and various
forms of written reports which focus on the provision of high-quality and timely
information and data.
Shareholders
Key considerations
A strong and transparent
relationship with
shareholders is essential
for the long-term success
of the Group.
How the Group engages with shareholders
During 2024 the Directors continued to have regular engagement with shareholders of the
Company, with substantial time invested in meeting with and hearing from existing and
prospective shareholders.
The Company undertook a shareholder perception survey during the year, with the views
and opinions of a majority of shareholders constituting the Company’s free float canvassed
in a structured and anonymised way. This feedback, combined with that gathered at more
routine shareholder meetings and touch points, helped the Directors shape the updated
strategy for the Group, in particular around the Company’s plans for growth and
acquisitions. At the Capital Markets Day, Directors and senior management gave
presentations to shareholders, analysts, and other key stakeholders on the Group and its
growth strategy.
The Group’s approach to capital allocation throughout the year was shaped by engagement
with shareholders, with an evolving approach to capital planning responding to the
expectations of a broad shareholder base.
As in previous years, following the release of financial results, shareholders and analysts
were given the opportunity to join a webcast attended by certain Directors to discuss the
results and raise questions.
32
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Portfolio companies
Key considerations
The companies in which
funds managed by the
Group invest are the
source of returns
to its fund investors
and ultimately the
Group’s shareholders.
Portfolio companies
employ over 430,000
people and have a
significant role
in the wider community.
How the Group engages with portfolio companies
As a prudent and responsible investor the Group is focussed on sustainable value creation
through financial and non-financial improvement. Strong relationships with portfolio
company management teams allow for better strategic decision-making at the investment
level, driving value within portfolio companies and ultimately benefiting portfolio company
stakeholders, relevant fund investors and the Group’s shareholders.
The Group’s investment teams are the primary engagement mechanism with portfolio
companies, with investments across the Group’s equity strategies typically involving the
appointment of investment professionals as directors on portfolio company boards.
Investments in the Group’s credit strategy are typically characterised by close relationships
with CFOs and management teams through the lender relationship.
Beyond this core engagement, several of the Group’s functions engage with portfolio
companies at the outset of an investment and also throughout the investment lifecycle in
order to identify relevant opportunities for operational improvement. For example, the
Group’s IT team oversees cybersecurity reviews, making recommendations following the
review and working with management teams of portfolio companies to implement changes.
The Group’s Sustainability team engages with portfolio companies in relation to a range of
sustainability topics. This includes providing onboarding guidance for new portfolio
companies, ongoing support with enhancements to business practices in response to an
evolving regulatory landscape, and access to a dedicated mailbox encouraging open dialogue
between the Group and portfolio companies. An annual sustainability survey is also carried
out. For more information on our approach to sustainability see pages 36 to 37.
Community
Key considerations
The Group recognises
the responsibility
it has to wider society
and is committed to
contributing positively
to the communities
in which it operates.
How the Group engages with the community
The Bridgepoint Group has had a long history of charitable giving and community outreach,
and regularly seeks out potential partners in the communities where its offices and people
are based where the Group’s advice, support and donations can make a real difference.
In the second half of the year, work experience opportunities were given in London to
students at nearby schools as part of Insights Week, and in June, the Paris office hosted a
reception event for the launch of Out Investors in that city. In the middle of the year,
colleagues from across the Group took part in an organised cycle ride from the London
office to its Amsterdam office, raising money for Centrepoint and the Alzheimer’s Society.
The Bridgepoint Charitable Trust matched all donations made for this event, as well as
matching donations from other colleague fundraising efforts during the year, with a total of
£107,000 donated by the trust across a number of projects and to a number of community
and charitable causes.
Continuing on from efforts in previous years, in connection with International Women’s
Day further donations of women’s professional clothing were made to Smart Works, a
London-based charity focused on helping unemployed women return to employment, and
reconditioned IT equipment was donated to local London schools. Consistent with previous
years, the Frankfurt office provided support to Frankfurter Lebenshilfe’s annual summer
party, the Madrid office provided support to Cruz Roja Española (the Spanish Red Cross) in
November, and in December a Christmas gift appeal delivered gifts to two local London
primary schools.
The Board actively encourages, supports and monitors progress on initiatives that it believes
will have a positive impact on the environment and communities in which the Group operates.
33
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Stakeholder engagement continued
Regulators
Key considerations
Regulators provide
oversight in respect of
how the Group operates
its business. The interests
of fund investors and
shareholders are served
by the Group engaging
constructively
with regulators.
How the Group engages with regulators
During 2024 the Group continued to engage with regulators across its global network
intheordinary course of its business, and in particular in jurisdictions where the Group
isseeking to expand its fund management capabilities.
The Group contributes to industry bodies such as the British Private Equity & Venture
Capital Association, Invest Europe, the American Investment Council, and the Electric
Power Supply Association, and through these and other channels the Group participates
inregulator consultations.
Suppliers
Key considerations
Strong and productive
relations with suppliers
are important to the
Group’s day-to-day
functioning.
How the Group engages with suppliers
The Group regularly engages with its key suppliers, many of which are established and
reputable professional services firms, to ensure that each party understands the requirements
ofthe other and to ensure transparent and constructive relations.
The Group typically approaches several providers when new or renewed service provision is
required, a process which creates an open dialogue where a mutually beneficial relationship can
be forged in the interests of both parties and ultimately the Group’s other stakeholders as well.
The Group ensures appropriate due diligence is undertaken in respect of third-party service
providers prior to appointment, and appropriate monitoring and oversight of appointed
third-party service providers is undertaken on a periodic basis.
34
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
The Board’s approach during 2024 to the matters set out in section 172 of the Companies Act 2006 is set out below.
Relevant consideration under section 172(1) of the Companies Act 2006 The Board’s approach in 2024
(a) Long-term consequences of decisions
The Board maintains oversight of the Group’s performance, and reserves
to itself specific matters for approval, including overall commercial strategy
and the business plan of the Group. This allows the Board to ensure
that longer-term considerations are taken into account.
Details of the Group’s strategy are set out on pages 20 to 21 of this Annual
Report. During the year, the Board spent time discussing the long-term
financing strategy for the Group, the 2025/6 budget, the 5-year medium term
plan, integration of ECP into the Group, as well as further potential strategic
opportunities.
Further details of other matters considered by the Board during the year
are set out on page 78.
(b) Interests ofemployees
The Board has designated Angeles Garcia-Poveda as the Non-Executive
Director responsible for gathering workforce feedback.
More generally, the Board recognises the importance of employee engagement
and Diversity, Equity and Inclusion, and has incorporated them
as measures of Executive Director performance.
The Board considered the results of an employee engagement survey
undertaken in the second half of 2024. The Remuneration Committee
considered broader workforce remuneration during the year.
(c) Fostering business relationships
with suppliers, customers and others
Details on engagement with the Group’s stakeholders are set out
on pages 31 to 34.
(d) Impact of operations on the community
and the environment
During 2024 the Board’s ESG Committee discussed various sustainability
matters. Group operations have been contributing to carbon neutrality since
2020 with further details on this and other sustainability matters set out on
pages 33 and 36 to 37.
(e) Desirability ofmaintaining areputation
for highstandards of businessconduct
The corporate governance framework of the Group is summarised
on pages 76 to 79.
The Board has worked towards full compliance with the Corporate
GovernanceCode since the Company’s IPO and following the appointment
ofan independent Chair in the second half of 2024 it now complies with
allprovisions.
At Board meetings, the Group’s Company Secretary highlights developments
in corporate governance and wider legal requirements.
(f) The need to act fairly as between members
of the Company
Details on engagement with the Group’s shareholders are set out on page 32.
The Group benefits from the shareholder base including a significant number
ofcolleagues in the business. However, to ensure that the views of third-party
shareholders are taken into account, a number of mechanisms are used to gather
their views. The strategy of the Group was refined to reflect some of the
feedback received from these shareholders.
35
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
How we approach sustainability
We are growth investors, and we back businesses at critical stages
in their lifecycle. This gives us the opportunity to drive positive
change, not just in terms of performance but also in the environment
and society in which we operate.
When we invest, we invest to grow. The Group looks to support
strong-performing, good-quality, well-managed businesses that
have the potential to flourish, whether via international expansion,
operational improvement or acquisitions.
But that’s not all we look for. We want to generate returns
inasustainable manner, for the millions of beneficiaries of our
funds, which we believe will result in more resilient organisations
in the long term.
Following the combination with ECP in 2024 the Group has
extended its investing activities to include infrastructure focused
on energy transition, electrification and sustainable real assets
which are critical to society.
Sustainability performance
UN PRI
In our 11
th
year as a UN PRI signatory, we are pleased to have
received the top rating (five stars) in all four modules of the
assessment, including achieving full marks for the private debt
andprivate equity modules. Our five stars in confidence-building
measures represents an improvement from our four stars last year.
This achievement recognises the Group’s commitment to being a
leader in corporate responsibility, andtointegrating
environmental, social, and governance principlesinto the full
lifecycle of our investments.
Sustainability
Policy, governance
and strategy
99 / 100
80 / 100
Direct –
Private equity
100 / 100
Direct –
Private credit
100 / 100
Confidence-
building measures
96 / 100
(2024 submission and results do not include ECP, which was acquired post-submission)
Sustainalytics
Our Sustainalytics score (which does not account for ECP) slightly
improved this year, raising us tothe 15
th
percentile in our sub-
industry (Asset Management andCustody Services).
For more information on climate risk and risk management
more generally, please see pages 63 to 70.
36
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Sustainability throughout investment cycles
Private equity & infrastructure Credit
Considers material sustainability factors throughout our investment
processes, thatrepresent risks or opportunities for our stakeholders.
Each strategy identifies sustainability risks and opportunities as part of the pre-investment due diligence process.
This may include exclusion lists for non-compliant sectors or where sustainability risks cannot be mitigated.
Throughout our investment relationship to ensure we manage sustainability
risks and seize opportunities, as well as meeting investor reporting demands
Collaboration with portfolio companies from the outset ensures
material risks identified within due diligence are addressed,
governance structures and sustainability priorities are agreed and
progressed early on.
Margin ratchets used to incentivise companies andsponsors to
improve their management of material sustainability topics,
with performance tied to specific targets.
Regular reviews of sustainability progress and alignment
withindustry standards, with portfolio companies having
access to tailored resources andguidance.
Annual sustainability data collection from portfolio companies,
with key performance indicators used in regular reporting
tocommittees.
Regular surveys and bi-annual portfolio reviews ensure
continuous assessment of sustainability performance and
engagement with portfolio companies on sustainability issues.
Responses to these surveys and regular data collection inform
updated sustainability scores, which allows tracking of
company progress over the investment period.
Ongoing engagement, monitoring and support
Pre investment
Post investment
We encourage delivery across a range of identified gaps in sustainability priorities
Exit
We seek to support portfolio companies to develop robust governance
and sustainability risk management ahead of exit.
37
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Financial review
KPIs: tracking our performance
Total AUM ($bn) Fee Paying AUM (€bn)
Description
Assets under management upon
which management fees
arecharged by the Group,
including CLOs
Definition
See page 205 for
adetaileddefinition
Link to strategy
All three strategies aim to grow
Fee Paying AUM
(see page 20)
Description
The total value of assets held
in the Group’s funds plus the
value of capital which has been
committed but not yet drawn
Definition
See page 205 for
adetaileddefinition
Link to strategy
All three strategies aim to grow
AUM
(see page 20)
Outcome
Total AUM increased by 69.1%
to $75.6 billion (€72.8 billion)
primarily due to the inclusion
of ECP and additional
commitments raised for BE VII,
and BDC V and the impact of
revaluations of fund
investments.
Outcome
Fee Paying AUM increased by
48.8% to €38.7 billion
primarily due to the inclusion
of ECP, additional BE VII and
BDC V commitments and an
increase in invested capital in
our credit strategies.
Pro forma FRE (£m) Pro forma FRE margin (%)
Description
FRE margin is a measure
ofunderlying profitability,
excluding investment income
Definition
See page 206 for definition
* restated to exclude non-operating
foreign exchange gains/losses.
Description
Fee Related Earnings (“FRE”)
isa measure of underlying
profitability, excluding PRE
Definition
See page 206 for definition
Remuneration linkage
Links to the ‘FRE’ element
ofthe annual bonus plan
* restated to exclude non-operating
foreign exchange gains/losses.
Outcome
Pro forma FRE grew 63.4% to
£155.3m due to the impact of
ECP and higher management
and other fees due to an
increase in Fee Paying AUM.
Outcome
Pro forma FRE margin
improved to 38.4% due to the
impact of ECP and higher
management and other fees due
to an increase in Fee Paying
AUM.
Organic growth
ECP
37.4
40.6
44.7
75.6
20222021 2023
2024
29.1
46.5
19.3
23.4
26.0
38.7
20222021 2023
2024
10.6
28.1
45.0
110.3
2022*2021* 2023
2024
47.4
74.3
95.0
155.3
23.8
30.6
35.7
38.4
2022*2021* 2023
2024
36.3
45.0
$75.6bn €38.7bn £155.3m 38.4%
38
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Pro forma EBITDA(£m)
Pro forma underlying
EBITDA (£m)
Description
A measure of profitability prior
to depreciation of property
leases, amortisation of
intangible assets, the cost
of financing and taxation
Definition
See page 206 for
adetaileddefinition
* restated to exclude non-operating
foreign exchange gains/losses.
Description
Underlying EBITDA excluding
exceptional expenses related to
the ECP transaction, the
acquisition of EQT Credit, the
Group’s IPO and M&A due
diligence which were not
incurred in the normal course
of business
Definition
See page 206 for
adetaileddefinition
* restated to exclude non-operating
foreign exchange gains/losses.
Outcome
Pro forma EBITDA increased
by 131.4% due to the increase
in underlying EBITDA,
partially offset by the increase
in exceptional and excluded
expenses relating to the ECP
transaction.
Outcome
Pro forma underlying EBITDA
grew to £292.0m due to the
impact of ECP and higher
management and other fees due
to an increase in Fee Paying
AUM.
Pro forma PRE (£m) Pro forma profit before tax
(£m)
Description
Performance Related Earnings
(“PRE”) is a measure of income
attributable to fund
performance and consists
ofincome from the fair value
re-measurement of investments
and carried interest
Definition
See page 205 for definition
Remuneration linkage
Links to ‘PRE’ element of the
annual bonus plan
Description
A statutory measure of profit
after expenses, depreciation
and amortisation and financing
but before taxation
Definition
Profit for the year attributable
to equity shareholders
beforetaxation
Outcome
Pro forma PRE was 150.5%
higher due toa valuation
progression and exit activity in
the Bridgepoint andECPfunds.
Outcome
Reported profit before tax
decreased by 6.2% to £80.7m,
reflecting the contribution of
ECP and higher management
and other fees due to an
increase in Fee Paying AUM,
offset by higher exceptional
costs and finance costs in
relation to the ECP transaction.
Organic growth
ECP
87.3
51.2
71.2
64.9
55.3
138.5
20222021 2023
2024
112.8
139.2
148.8
292.0
2022*2021* 2023
2024
132.3
159.7
2022*2021* 2023
2024
84.2
136.0
97.1
224.7
84.6
140.1
69.3
80.7
62.6
127.4
86.0
150.0
20222021 2023
2024
£292.0m £224.7m £150.0m£138.5m
39
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Financial review
CFO statement
Financial results, including ECP from date
oftransaction and excluding non-underlying
adjustments
As the ECP transaction did not complete until 20 August, the
financial statements only include the ECP contribution from that
point. When excluding the pre-acquisition contribution from ECP
and the impact of adjustments for exceptional and other adjusted
items, underlying EBITDA was £213.5 million and underlying
profit before tax was £168.2 million compared with £148.8million
and£133.8 million respectively in the comparative period.
AUM and fundraising
At 31 December 2024 including ECP the Group’s AUM of
$75.6 billion and Fee Paying AUM of €38.7 billion ($40.1 billion)
represented growth of 69.1% and 48.8% respectively since 2023.
Organic growth from the scaling of our private equity and credit
strategies was 3.7% and 8.1% respectively.
Fund commitments raised in 2024 totalled some €7.7 billion.
Marketing will occur during 2025 for ECP VI and the next
generation of Direct Lending and Credit Opportunities funds.
Taken together we are increasingly confident of exceeding the
€20 billion target set out previously by the end of 2026 and have
increased guidance to €24 billion.
Balance sheet and financing
We are a balance sheet light business, with low leverage.
At 31 December 2024 the Group had cash of £90.8 million
(excluding cash belonging to consolidated CLOs).
The Group has $614.0 million (£490.3 million, excluding
capitalised facility costs) of US private placement notes in issue,
which have an average maturity of6years. Net leverage represents
1.5x of 2024 pro forma underlyingEBITDA.
At the end of 2024 the Group held investments in funds of
£739.9 million (including the Group’s exposure to CLO notes
andexcluding the interests of third-party investors), and carried
interest at a discounted value of £113.3 million.
Pro forma financial results,
includingECPforthe full year
Pro forma underlying management and other income increased by
51.7% to£404.0 million, which includes the impact of the
successful conclusion of the fundraising for BE VII and ECP V and
substantial completion of the raising of BDC V. Excluding the
impact of ECP management and other income grew 14.2%,
showing the continued organicopportunities that exist within our
private equity andcredit businesses.
The increase in fees, which includes the impact of £30.4 million
ofcatch-up fees, contributed to the delivery of £155.3 million
ofpro forma FRE, an increase of 63.4% including the contribution
of ECP, ororganic FRE growth of 16.1%.
Pro forma FRE margin of 38.4%, or 33.4% excluding catch up
fees, whichcompares to 35.7% and 34.0% respectively, benefitted
fromfundraising and locks in margin for the medium-term.
Pro forma PRE delivered £138.5 million of income, and was
enhanced by the contribution from ECP, which represented
63.0% of the total.
Ultimately fund performance underpins our business model
asitiscritical to our ability to raise new funds. Across our three
verticals the funds are performing strongly, with BDC III, ECP IV
and the Calpine Continuation Fund the stand-out performers
during 2024, combining material exits with valuation growth.
Pro forma underlying EBITDA was £292.0 million, an increase
of£143.2 million or 96.2% compared to the year ended
31 December 2023 due to higher FRE and PRE.
Pro forma underlying EBITDA margin of 53.8% includes the
benefit of organic growth of 7.3% and the contribution of ECP.
Margins are therefore moving towards the EBITDA margin target
we set out at our Capital Markets Day of between 55% to 60%
onthe conclusion of the next fund cycles.
Following the completion of the ECP transaction, the Group
isnow more diversified, with ECP contributing 24.8% of
management fees and 45.3% of total EBITDA at an EBITDA
margin of 70.6%, demonstrating its accretive benefits to
shareholders.
Pro forma underlying profit before tax (excluding FX) was
£249.8 million, an increase of 83.4% from 2023.
Throughout the course of this section reference is made to adjusted measures which
the Group considers to be APMs or key KPIs. These are not defined or recognised
under IFRS but are used by the Directors and management to analyse the business and
financial performance, track the Group’s progress and help develop long-term strategic
plans. Pages 204 to 209 set out definitions of each of the APMs used within the CFO
statement and how they can be reconciled back to the financial statements.
The Group’s financial performance in 2024 is ahead of
expectations and benefits from the combination of organic
growth and the contribution of ECP.
40
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Ruth Prior
Group Chief Financial Officer
Indicatively, the embedded potential value of future PRE is very
substantial and is forecast to generate approximately €1.2 billion from
current funds. This is driven by an increased allocation of the share of
carried interest being held by the Group and a greater co-investment
in new funds, which provides theopportunity for significant potential
future profitability andconversion to cash in the medium term.
Capital allocation and share liquidity
Our capital allocation is relatively straightforward with capital used
to support organic growth, invest in our funds, undertake strategic
M&A, pay dividends and undertake capital returns.
Alongside our 2024 results, we have announced a final proposed
dividend of 4.6 pence per share, in addition to the 4.6 pence per
share paid following the 2024 interim results.
In addition, since 2023 we have repurchased shares with a
totalvalue of £70.0 million as part of programmes totalling
£100 million, as we felt strongly that our share price did not
reflectunderlying performance. During 2024 buybacks totalled
£9.8 million andrepresented a return of 1.2 pence per share.
Unlocking share liquidity remains a key focus. At the IPO a
staggered lock-up of up to 5 years was agreed with pre-IPO
management shareholders and of the lock-ups remaining,
81 million shares will be released in 2025 and 186 million shares
will be released in 2026. In addition, as shares related to the ECP
transaction are issued, lock-ups applying to these shares will expire
between 2026 and 2029. In September a group of shareholders
sold 14.7 million shares in a placing, increasing the free float. As
lock-ups expire, free float will further increase.
Overall
Having concluded fundraising for our flagship funds and
completed the ECP transaction in 2024 the Group is in a strong
position to continue its organic and inorganic growth and deliver
on the targets we set out at our Capital Markets Day, which
include our ambition to grow to around $200 billion of AUM
within the next fund cycles.
Ruth Prior
Group Chief Financial Officer
Guidance
Fundraising
Increasing 2024-2026 ‘next cycle’ fundraising target from €20 billion to €24 billion
PE
BDC V expected to close in March at €2.8 billion, charging fees since Q4 2024
BG II expected to close in March at €0.3 billion, charging fees since Q4 2022
BE VIII expected to become fee paying mid 2026 with final close in 2027
Credit
BDL IV first close of €1.9 billion, charging fees from Q2 2025
BCO V expected to become fee paying in H2 2025
Intention to close two CLOs per year
ECP
ECP VI expected to become fee paying in Q2 2025, cover number of US$5 billion
Further co-investment, continuation fund and SMA opportunities
Expenses
Continue to target high single digit growth
in expenses per annum
PRE
Expected to be c.25% of total income
in2025 and 2026; Profile across 2025/26
subject to timing of BEVI carry and
Calpine proceeds and timing.
EBITDA margin
EBITDA margin expected to be 52-55%
in2025/26
41
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Financial summary
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
pro forma
24vs. 23 (%)
Change
24vs.23 (%)
Total AUM ($bn) N/A 75.6 44.7 N/A 69.1%
Total AUM (€bn) N/A 73.0 40.5 N/A 80.2%
Fee Paying AUM (€bn) N/A 38.7 26.0 N/A 48.8%
Management fee margin on Fee Paying AUM (%) 1.17% 1.17% 1.12% 0.05ppt 0.05ppt
Underlying management and other income (£m) 404.0 337.0 266.3 51.7% 26.5%
Underlying total operating income (£m) 542.5 427.7 321.6 68.7% 33.0%
Total expenses (excluding exceptional expenses and adjusteditems) (£m) (248.7) (212.4) (171.3) 45.2% 24.0%
Underlying EBITDA (£m) 292.0 213.5 148.8 96.2% 43.5%
Underlying EBITDA margin (%) 53.8% 49.9% 46.3% 16.3% 7.9%
FRE (£m) 155.3 124.6 95.0 63.4% 31.1%
FRE margin (%) 38.4% 37.0% 35.7% 7.7% 3.6%
FRE margin (excluding catch-up fees) (%) 33.4% 32.5% 34.0% (1.7)% (4.3)%
PRE (£m) 138.5 90.7 55.3 150.5% 64.0%
Underlying profit before tax (excluding FX) (£m) 249.8 180.5 136.2 83.4% 32.5%
Underlying profit before tax (£m) 237.5 168.2 133.8 77.5% 25.7%
Profit before tax (£m) 150.0 80.7 86.0 74.4% (6.2)%
Underlying profit after tax (£m) 211.9 156.6 118.5 78.8% 32.2%
Profit after tax (£m) 124.4 69.1 70.7 76.0% (2.3)%
Basic EPS (pence) 15.1 8.0 8.7 73.5% (7.5)%
Diluted EPS (pence) 12.2 6.4 8.7 39.8% (27.2)%
Underlying basic EPS (pence) 25.7 19.5 14.9 72.5% 30.4%
Underlying diluted EPS (pence) 20.6 15.5 14.9 38.0% 3.9%
* The pro forma results assume that the acquisition of ECP completed on 1 January 2024.
The financial summary above and throughout the remainder of this section of the Annual Report includes two comparisons:
the underlying results for the year ended 31 December 2024 with ECP results included from completion date of the acquisition
havebeen compared against the underlying results for the year ended 31 December 2023 to show the progression of the Group
performance; and
the underlying results for the year ended 31 December 2024 on a pro forma basis, including full year financial performance of ECP as
if the acquisition had occurred on 1 January 2024 have been compared against underlying results for the year ended 31 December
2023 excluding ECP, thereby providing a clearer indication of the impact of ECP performance on the Group.
Financial review continued
42
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Total AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2023 28.1 12.4 40.5
Acquisition of ECP 21.1 21.1
Fundraising 3.7 2.0 2.1 7.8
Divestments (3.5) (1.1) (1.7) (6.3)
Revaluations 2.7 0.5 5.3 8.5
Foreign exchange movements 1.4 1.4
31 December 2024 31.0 13.8 28.2 73.0
Total AUM at 31 December 2024 was €73.0 billion ($75.6 billion) compared to €40.5 billion ($44.7 billion) at the end of 2023. The
increase is primarily due to the addition of ECP (infrastructure), additional commitments raised for BE VII and BDC V (private equity)
and ECP V (infrastructure), deployment of BDL III and BCO IV (credit) and launch of CLO 6 and 7 (credit), and the impact of valuation
growth of fund investments.
Fee Paying AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2023 17.8 8.2 26.0
Acquisition of ECP 10.7 10.7
Fundraising: fees on committed capital 3.4 0.4 3.8
Deployment of funds: fees on invested capital 2.3 0.5 2.8
Revaluations (0.5) (1.7) (1.0) (3.2)
Step down (1.4) (0.7) (2.1)
Foreign exchange movements 0.7 0.7
31 December 2024 19.3 8.8 10.6 38.7
Fee Paying AUM at 31 December 2024 was €38.7 billion ($40.1 billion) compared to €26.0 billion ($28.7 billion) at the end of 2023,
with the increase due to the addition of ECP (infrastructure), final commitments raised for BE VII and new commitments for BDC V
(private equity), final close of ECP V (infrastructure), an increase in invested capital in our credit strategies and the launch of CLO 6
and7, which became fee paying during the period, offset by asset realisations.
Fundraising
BE VII (private equity) had a final close in March 2024 with €7 billion of commitments. BDC V (private equity) raised €2.5 billion
during 2024 and is expected to final close at €2.8 billion.
BDL IV and BCO V (both credit) commenced fundraising during 2024 with a first close of BDL IV in Q1 2025 with €1.9 billion of
commitments.
ECP V (infrastructure) had a final close of $4.4 billion and fundraising for ECP VI (infrastructure) has commenced with a $5 billion
cover number.
Overall, we expect to raise c. €24 billion across the Group during the next fund cycle by the end of 2026, weighted towards
commitments raised from ECP VI (infrastructure) and BE VIII (private equity).
43
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Financial review continued
Fund performance
Asset class Strategy Established
Fund details Fund performance at 31 December 2024
Fund name Vintage Size Gross MOIC DPI
1
Gross IRR
Private
equity
Bridgepoint
Europe
1984
BE V 2015 €4.0bn 2.3x 1.5x 19%
BE VI 2019 €5.8bn 1.9x 0.5x 17%
BE VII 2022 €7.0bn 1.2x 20%
Bridgepoint
Development
Capital
2009
BDC I 2009 £300m 2.7x 2.2x 21%
BDC II 2012 €353m 2.6x 2.1x 34%
BDC III 2016 £605m 4.4x 2.6x 41%
BDC IV 2021 £1.6bn 1.2x 11%
Credit
Direct Lending 2015
BDL I 2015 €530m 1.3x
3
1.2x 10%
BDL II
2
2017 €2.3bn 1.3x
3
0.6x 9%
BDL III
2
2021 €2.9bn 1.2x
3
0.1x 11%
ECP
Flagship Funds 2005
ECP III 2014 $5.1bn 2.2x 1.7x 18%
ECP IV 2018 $3.3bn 1.9x 0.4x 24%
ECP V 2022 $4.4bn 1.3x 26%
1. DPI is presented net of carry and expenses.
2. BDL II and BDL III are unlevered.
3. Gross MOIC does not include the benefits of recycling .
Abbreviated income statement
£ million
Pro forma
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024
(ECP: from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
PRE 138.5 90.7 55.3 150.5% 64.0%
Other operating income 1.1 1.0 1.0 6.0%
Underlying total operating income 542.5 427.7 321.6 68.7% 33.0%
Total expenses (318.2) (281.9) (224.5) 41.7% 25.6%
Total expenses (excluding exceptional expenses and adjusted items) (248.7) (212.4) (171.3) 45.2% 24.0%
EBITDA 224.7 146.2 97.1 131.4% 50.6%
Underlying EBITDA 292.0 213.5 148.8 96.2% 43.5%
FRE 155.3 124.6 95.0 63.4% 31.1%
Depreciation and amortisation (38.3) (36.2) (18.7) 104.8% 93.6%
Net finance and other (expense) or income (24.1) (17.0) 10.0 (341.0)% (270.0)%
Underlying profit before tax (excluding FX) 249.8 180.5 136.2 83.4% 32.5%
FX (12.3) (12.3) (2.4) 412.5% 412.5%
Underlying profit before tax 237.5 168.2 133.8 77.5% 25.7%
Profit before tax 150.0 80.7 86.0 74.4% (6.2)%
Tax (25.6) (11.6) (15.3) 67.3% (24.2)%
Profit after tax 124.4 69.1 70.7 76.0% (2.3)%
The Group’s consolidated income statement has two key components:
1. income generated from management and other fees deriving from long-term fund management contracts, which taken together
withcosts (excluding exceptional expenses, bonuses linked to investment returns and the costs associated with certain employee
share schemes) form FRE; and
2. variable income from investments in funds and carried interest, or PRE. PRE together with FRE forms the EBITDA of the business.
44
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
The pro forma results for the year ended 31 December 2024 include ECP as if the acquisition had completed on 1 January 2024 to
provide a clearer indication of the performance impact of ECP on the Group. A reconciliation between the pro forma results and the
results under IFRS is provided below.
Exceptional items are items of income or expense that are material by size and/or nature and are not considered to be incurred in the
normal course of business. Exceptional items that are classified as “exceptional” within the Group Consolidated Statement of Profit
orLoss are disclosed separately to give a clearer presentation of the Group’s results. In the year ended 31 December 2024 exceptional
expenses within EBITDA predominantly related to costs relating to the ECP transaction. In the year ended 31 December 2023
exceptional expenses included costs related to the acquisition of the EQT Credit business and other potential acquisitions. Further
explanation of these items is included within note 9 of the financial statements.
Underlying profit before tax excludes exceptional items and other adjusting items. Other adjusted items include:
1. Reinstatement of management fees relating to CLOs which are consolidated by the Group which are otherwise eliminated
onconsolidation form part of PRE.
2. Adjustments to PRE to exclude: (i) the impact of negative returns in the early years of a fund due to management fee expenses based
on the full committed capital of the fund exceeding capital growth from deployed invested capital (typically known as the ‘J-curve’
and which is considered temporary); and (ii) PRE attributable to third-party investors that invest in a structured vehicle that is
consolidated under IFRS by the Group, as its inclusion could distort the view of the amount of PRE attributable to shareholders.
Related finance costs payable to third-party investors are also excluded from finance expenses and underlying profit before tax.
3. Exclusion of costs relating to grants under certain employee share schemes that were granted following the IPO which are not
considered to be analternative to cash-based compensation.
4. Exclusion of the amortisation of intangible assets arising from the acquisitions of EQT Credit and ECP.
Further explanation of these items is included within note 9 of the financial statements.
Reconciliation of pro forma underlying income statement to IFRS income statement
£ million
Pro forma
year ended
31 December 2024
(ECP: full year)
ECP results between
1 January 2024 to
19 August 2024
Underlying year ended
31 December 2024
(ECP: from
completion date)
Exceptionals and
adjusted items
IFRS yearended
31 December 2024
(ECP: from
completion date)
Management and other fees 402.9 66.9 336.0 (6.8) 329.2
PRE 138.5 47.8 90.7 7.2 97.9
Other operating income 1.1 0.1 1.0 1.0
Total operating income 542.5 114.8 427.7 0.4 428.1
Personnel expenses (184.9) (28.9) (156.0) (58.6) (214.6)
Other operating expenses (63.8) (7.4) (56.4) (10.9) (67.3)
Expenses excluded from FRE* (1.8) (1.8) 1.8
EBITDA 292.0 78.5 213.5 (67.3) 146.2
EBITDA margin (%) 53.8% 68.4% 49.9% N/A 34.2%
FRE 155.3 30.7 124.6 (76.3) 48.3
FRE margin (%) 38.4% 45.8% 37.0% N/A 14.6%
Depreciation and amortisation (18.9) (2.1) (16.8) (19.4) (36.2)
Net finance and other (expense) (35.6) (7.1) (28.5) (0.8) (29.3)
Profit before tax 237.5 69.3 168.2 (87.5) 80.7
Tax (25.6) (14.0) (11.6) (11.6)
Profit after tax 211.9 55.3 156.6 (87.5) 69.1
* Other excluded personnel expenses include investment linked bonuses and other personnel expenses relating to corporate development activities. They are excluded from FRE but
are added back to EBITDA. Further details are set out in the APM definition.
45
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Underlying total operating income
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
PRE 138.5 90.7 55.3 150.5% 64.0%
Other operating income 1.1 1.0 1.0 10.0%
Underlying total operating income 542.5 427.7 321.6 68.7% 33.0%
Pro forma underlying total operating income increased by £220.9 million to £542.5 million, primarily due to the impact of ECP,
andmore generally due to higher management and other fees which increased by £137.6 million to £402.9 million, an increase of
51.9%.
Pro forma underlying management and other fees of £402.9 million are attributable to the reporting segments set out below.
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change pro
forma
24vs.23 (%)
Change
24vs.23 (%)
Private equity 238.8 238.8 205.0 16.5% 16.5%
Infrastructure 99.9 33.0
Credit 61.3 61.3 56.5 8.5% 8.5%
Central 2.9 2.9 3.8 (23.7)% (23.7)%
Underlying management and other fees 402.9 336.0 265.3 51.9% 26.6%
As well as the impact of ECP, underlying management and other fees benefited from the final commitments to BE VII, the start of BDC
V and the growth of fee paying AUM in our credit business. These increases are partially offset by declining fees on older funds which
arein their divestment phase, where fees are based upon the remaining invested capital and reduce as investments are realised.
Pro forma underlying management and other fees of £402.9 million include catch-up fees totalling £30.4 million comprising BE VII
(£22.2 million) and ECP V (£8.2 million) (31 December 2023: BE VII, £6.8 million).
Pro forma PRE of £138.5 million relates to income from the Group’s co-investment in funds and share of carried interest and has
increased by 150.5%. Performance in 2024 includes the contribution of BDC III (private equity), and ECP IV and the Calpine
Continuation Fund (infrastructure), from a combination of valuation progression and exit activity.
Operating expenses
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Personnel expenses (excluding exceptional expenses and adjusted items) (184.9) (156.0) (126.1) 46.6% 23.7%
Other operating expenses (excluding exceptional expenses) (63.8) (56.4) (45.2) 41.2% 24.8%
Total expenses (excluding exceptional expenses and adjusted items) (248.7) (212.4) (171.3) 45.2% 24.0%
Certain share-based payments (5.9) (5.9) (4.0) 47.5% 47.5%
Excluded expenses, consisting of:
Expenses excluded from FRE (1.8) (1.8) (1.5) 18.7% 18.7%
Exceptional expenses (61.8) (61.8) (47.7) 29.6% 29.6%
Total expenses (318.2) (281.9) (224.5) 41.7% 25.6%
Pro forma personnel expenses (excluding exceptional expenses and adjusted items) of £184.9 million increased by 46.6%, which
reflected the inclusion of ECP, the impact of higher FTEs and also increased bonus expenses to take into account the increased number
of portfolio exits during the year.
Financial review continued
46
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Pro forma personnel expenses (excluding exceptional expenses and adjusted items) as a percentage of underlying total operating income
was 36.5% for the year ended 31 December 2024, compared to 39.2% for the year ended 31 December 2023. Theimprovement in the
ratio in 2024 was primarily due to an increase in underlying total operating income.
In the year ended 31 December 2024 reported personnel costs of £214.6 million included £50.9 million of exceptional costs that
primarily related to the ECP transaction (2023: £0.9 million non-ECP related). They also included £5.9 million of share-based payments
(2023: £4.0 million) and £1.8 million of expenses that do not form part of FRE (2023: £1.5 million of investment linked bonuses).
Further details are contained within the explanation and reconciliation of APMs on page 204 to 209.
Pro forma other operating expenses (excluding exceptional expenses) of £63.8 million include the impact of ECP and an increase
ofcosts relating to the completion of fundraising for BE VII. Other operating expenses (excluding exceptional expenses) as a percentage
ofunderlying total operating income was 13.2% for the year ended 31 December 2024 compared to 14.1% for the prior comparative
period.
In 2024 and 2023 exceptional expenses within EBITDA predominantly related to costs incurred in connection with the acquisition
ofECP.
Depreciation and amortisation expense
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Depreciation 17.2 15.1 14.9 15.4% 1.3%
Amortisation of other intangibles 1.7 1.7 0.8 112.5% 112.5%
Total depreciation and amortisation expenses (excluding amortisation
ofintangibles relating to acquisitions) 18.9 16.8 15.7 20.4% 7.0%
Amortisation of intangibles relating to acquisitions 19.4 19.4 3.0 546.7% 546.7%
Total depreciation and amortisation expense 38.3 36.2 18.7 104.8% 93.6%
Pro forma depreciation and amortisation expense (excluding amortisation of intangibles relating to acquisitions) increased from
£15.7 million to £18.9 million, which included the impact of ECP and IT software costs.
Amortisation of intangibles includes the amortisation of fund customer relationships capitalised following the acquisition of the EQT
Credit and ECP businesses. Amortisation relating to acquisition related intangible assets is not presented on a pro forma basis and has
been excluded from the underlying profitability measures in order to enable a clearer analysis of the Group’s performance.
Finance and other income or expenses
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Interest income on deposits 7.5 6.9 9.0 (16.7)% (23.3)%
Interest expense on borrowings (24.4) (17.5) (1.8) 1,255.6% 872.2%
Net foreign exchange gains/(losses) (12.3) (12.3) (2.4) 412.5% 412.5%
Net other finance and other (expenses)/income (6.4) (5.6) (4.1) 56.1% 36.6%
Net finance and other (expense)/income, excluding exceptional
andexcluded items (35.6) (28.5) 0.7 (5,185.7)% (4,171.4)%
Exceptional other (expense)/income (0.8) (0.8) 6.9 (111.6)% (111.6)%
Net finance and other (expense)/income, including exceptional
andexcluded items (36.4) (29.3) 7.6 (578.9)% (485.5)%
47
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Finance and other income or expenses include interest income from cash deposits and interest cost on borrowings, lease related expenses
and finance expense or income on amounts payable to or receivable from related party investors, along with non-operating foreign
exchange gains and losses.
Pro forma net finance and other expenses (excluding exceptional and excluded items) were £35.6 million, an increase of£36.3 million,
including the interest cost on the US private placement debt that transferred with the ECP transaction, aswellasthe costs associated
with the notes issued by the Group during 2024.
The annualised net finance and other expenses will increase in 2025 due to the additional financing raised bytheGroup in 2024 and
reduced interest income on cash balances. Had the US private placement notes been in place from 1 January 2024, the interest expense
on borrowings would have been approximately £36.0 million.
Profit before tax
£ million
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change
proforma
24vs.23 (%)
Change
24vs.23 (%)
Underlying profit before tax 237.5 168.2 133.8 77.5% 25.7%
Exceptional expenses (61.8) (61.8) (47.7) 29.6% 29.6%
Exceptional net finance and other income (0.8) (0.8) 6.9 (111.6)% (111.6)%
PRE adjustments 0.4 0.4
Certain share scheme expenses (5.9) (5.9) (4.0) 47.5% 47.5%
Amortisation of acquisition related intangible assets (19.4) (19.4) (3.0) 546.7% 546.7%
Profit before tax 150.0 80.7 86.0 74.4% (6.2)%
Underlying profit before tax margin 43.8% 39.3% 41.6% 2.2ppt (2.3)ppt
Pro forma underlying profit before tax was £237.5 million in 2024, an increase of77.5%reflecting the increase in EBITDA. The
underlying profit before tax margin was 43.8% for the same period.
Profit before tax, excluding the pro forma impact of ECP, decreased to £80.7 million from £86.0 million in the yearended 31 December
2024 compared to the same period in 2023. This was primarily due to the exceptional costs relating to the ECP transaction.
Tax
£ million
Year ended
31 December
2024
Year ended
31 December
2023
Change
(%)
Tax (11.6) (15.3) (24.2)%
The tax charge decreased from £15.3 million in 2023 to £11.6 million in 2024. The effective tax rate for the year ended 31 December
2024 was 14.4% compared to 17.8% for the year ended 31 December 2023. This was primarily due to movements in deferred tax
liabilities. The underlying effective tax rate for the year ended 31 December 2024 was 6.9% compared to 11.4% for the year ended
31 December 2023.
As detailed in note 12 to the financial statements, the Group has a lower effective tax rate than the UK statutory rate. This is largely
driven by timing differences in the taxation of management fee income and by tax loss carry-forwards in the UK due to certain forms of
income that are not subject to UK corporation tax.
Financial review continued
48
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Profit after tax
£ million
Year ended
31 December
2024
Year ended
31 December
2023
Change
(%)
Profit after tax 69.1 70.7 (2.3)%
Profit after tax decreased by 2.3% from £70.7 million in 2023 to £69.1 million in 2024.
Earnings per share and dividend per share
£ pence
Pro forma*
year ended
31 December
2024 (ECP:
full year)
Year ended
31 December
2024 (ECP:
from
completion
date)
Year ended
31 December
2023 (ECP:
not included)
Change pro
forma
24vs.23 (%)
Change
24vs.23 (%)
Basic earnings per share 15.1 8.0 8.7 72.7% (8.0)%
Diluted earnings per share 12.2 6.4 8.7 39.8% (27.2)%
Basic underlying earnings per share 25.7 19.5 14.9 72.6% 30.5%
Diluted underlying earnings per share 20.6 15.5 14.9 37.9% 3.8%
Interim dividend per share 4.6 4.6 4.4 4.5% 4.5%
Final dividend per share 4.6 4.6 4.4 4.5% 4.5%
Basic and diluted underlying earnings per share, excluding the pro forma impact of ECP, grew by 4.6 pence per share and 0.6 pence per
share respectively, reflecting the increased profitability of the Group. Basic and diluted pro forma underlying earnings per share would
have been 25.7 pence per share and 20.6 pence per share respectively, reflecting the accretive impact of the ECP transaction.
The Directors announced an interim dividend of 4.6 pence per share in respect of the first half of 2024 that was paid in October 2024.
This had a cost of £45.2 million, including related distribution to the sellers of ECP. The Directors have announced a proposed final
dividend of 4.6 pence per share to be paid on 22 May 2025, subject to shareholder approval. The cost is estimated to be £38.6 million,
plus dividend equivalents paid to non-controlling interests estimated to be £6.7 million. The actual cost will depend upon the number
ofshares in issue when the dividend is paid.
Exposure to foreign exchange
The following foreign exchange rates have been used throughout this review:
Average rate for the
year- ended 31 2024
Average rate for the
year- ended 31 2023
Rate at
31 December 2024
Rate at
31 December 2023
GBP/EUR 1.179 1.149 1.209 1.154
GBP/USD 1.279 1.243 1.252 1.275
The table below sets out the currency exposure for certain reported items, including the impact of hedging. ECP is included for the full
year on a pro forma basis.
% GBP EUR USD Other
AUM 5.1% 54.6% 40.3%
Fee Paying AUM 5.9% 66.8% 27.3%
Pro forma management and other fees 51.0% 24.3% 24.7%
Pro forma underlying operating expenses 48.4% 20.8% 26.5% 4.3%
Pro forma PRE 23.6% 13.0% 63.4%
49
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Financial review continued
Consolidated balance sheet
Summarised consolidated statement of financial position (IFRS basis)
£ million As at 31 December 2024 As at 31 December 2023 Change (%)
Assets
Non-current assets 1,791.0 582.2 207.6%
Current assets 2,303.9 1,795.5 28.3%
Total Assets 4,094.9 2,377.7 72.2%
Liabilities
Non-current liabilities 2,495.6 1,318.8 89.2%
Current liabilities 408.1 337.7 20.8%
Total Liabilities 2,903.7 1,656.5 75.3%
Net Assets 1,191.2 721.2 65.2%
Equity
Share capital and premium 375.2 289.9 29.4%
Other reserves 51.1 12.6 305.6%
Retained earnings 557.1 418.7 33.1%
Non-controlling interests 207.8 N/A
Total Equity 1,191.2 721.2 65.2%
Net assets principally comprise cash and investments in money market funds, the fair value of investments and carried interest
receivables from private equity, infrastructure and credit funds, as well as goodwill arising from the acquisition of the ECP and EQT
Credit businesses.
The IFRS balance sheet includes the full consolidation of the assets and liabilities of certain CLOs and interests of third party investors,
which are required under IFRS to be presented gross on the balance sheet.
Non-current assets increased by 207.6% to £1,791.0 million and current assets increased by 28.3% to £2,303.9 million, primarily due
tothe impact of additional investments in funds and CLOs, and intangible assets (including goodwill) recognised as part of the ECP
transaction.
The Group has £765.6 million of investments in funds (2023: £301.4 million). £581.4 million (2023: £260.9 million) relates to private
equity funds, £57.1 million (2023: £40.5 million) relates to credit funds, including £14.6 million in CLOs (2023: £15.2 million) and
£127.1 million in infrastructure funds (2023: nil). Third party investors hold an interest in £143.4 million (2023: nil) of fund
investments held through structured vehicles which are consolidated by the Group. Investments in private equity funds include an
investment which is to be sold to third party investors during the first half of 2025. The Group also has a carried interest receivable,
which is held at a discount under IFRS, of £113.3 million (2023: £67.3 million).
At 31 December 2024, the Group had cash of £90.8 million (including amounts in money market funds, but excluding cash belonging
tothe consolidated CLOs).
Total liabilities increased by 75.3% to £2,903.7 million. Non-current liabilities increased 89.2% to £2,495.6 million, primarily
duetoanincreased level of liabilities owed by consolidated CLOs. Current liabilities increased by 20.8% to £408.1 million.
Excludingthe impact of consolidated CLOs, non-current liabilities increased by 312.9%, due to an increase in Group borrowings.
Total equity reflects the 2024 profit and additional reserves created as a result of the ECP transaction, offset by dividends paid, the cost
of the share buyback programmes and a decrease in other reserves due to movements in fair value of hedging instruments which is
partially offset by foreign exchange movements. This resulted in total equity of £1,191.2 million at 31 December 2024.
The consolidation of certain CLOs could distort how a reader of the financial statements interprets the balance sheet of the Group.
TheGroup’s maximum exposure to loss associated with its interest in the CLOs is limited to its investment in the relevant CLOs,
whichat 31 December 2024 was £99.5 million (2023: £96.3 million), excluding the investments of non-controlling interest of
£32.8 million (2023: nil).
50
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
In addition, a summarised consolidated balance sheet on a non-statutory basis, excluding third-party investments, CLO assets and
liabilities, isincluded below.
Summarised condensed consolidated statement of financial position (excluding third party investments, CLO assets and liabilities)*
£ million
As at
31 December
2024
As at
31 December
2023
Change
(%)
Assets
Non-current assets 1,765.3 663.3 166.1%
Current assets 256.7 370.7 (30.8)%
Total Assets 2,022.0 1,034.0 95.6%
Liabilities
Non-current liabilities 688.8 166.8 312.9%
Current liabilities 174.8 146.0 19.7%
Total Liabilities 863.6 312.8 176.1%
Net Assets 1,158.4 721.2 60.6%
Equity
Share capital and premium 375.2 289.9 29.4%
Other reserves 51.1 12.6 305.6%
Retained earnings 557.1 418.7 33.1%
Non-controlling interests 175.0 N/A
Total Equity 1,158.4 721.2 60.6%
* A full non-statutory consolidated statement of financial position excluding third-party investments, CLO assets and liabilities (unaudited) is included on page 202.
Liquidity
The Group’s liquidity requirements primarily arise in relation to the funding of operations and the Group’s plans in connection
withitsexpansion and diversification strategy. The Group funds its business using cash from its operations (retained profits),
capitalfromshareholders and, from time-to-time, third-party debt.
Total financial debt and net cash position
£ million
As at
31 December
2024
As at
31 December
2023
Change
(%)
Borrowings (excluding capitalised facility costs) (490.3) N/A
Cash and cash equivalents (excluding CLO cash) 90.8 238.8 (62.0)%
Net (debt)/ cash (excluding consolidated CLO cash) (399.5) 238.8 (267.3)%
At 31 December 2024, the Group had net debt of £399.5 million (2023: net cash of £238.8 million).
During the year, the Group issued $430.0 million of US private placement notes. $41.0 million of proceeds were used to refinance a
portion of ECP debt, which had $184.0 million outstanding at 31 December 2024. The remaining proceeds will be used to provide
additional resources todeliver the Group’s strategic growth plans. The new notes are structured in four tranches with maturities of 3, 5, 7
and 10 years andhave an average coupon of 6.17 per cent. Additionally, the Group has a £250.0 million undrawn revolving credit
facility (2023: £250.0 million undrawn).
As at 31 December 2024, in addition to the liabilities shown on the balance sheet, the Group had approximately £382.2 million
ofremaining undrawn capital commitments to Bridgepoint and ECP funds (2023: £287.3m of remaining undrawn capital commitments
to Bridgepoint funds).
51
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Consolidated cash flows
Summarised consolidated cash flow statement (IFRS basis)
£ million
Year ended
31 December
2024
Year ended
31 December
2023
Change
(%)
Net cash flows from operating activities 10.8 95.0 (88.6)%
Net cash flows from investing activities (928.9) (320.0) 190.3%
Net cash flows from financing activities 776.1 325.6 138.4%
Net (decrease)/ increase in cash and cash equivalents (142.0) 100.6 (241.1)%
Total cash and cash equivalents at beginning of the year 314.8 220.6 42.7%
Effect of exchange rate changes (13.0) (6.4) (103.1)%
Total cash and cash equivalents at the end of the year 159.8 314.8 (49.2)%
of which: cash and cash equivalents at the end of the year (for use within the Group) 90.8 238.8 (62.0)%
of which: CLO cash (restricted for use within relevant CLO) 69.0 76.0 (9.2)%
Total cash at the end of the year 159.8 314.8 (49.2)%
Net cash inflows from operating activities for the year ended 31 December 2024 were £10.8 million. The decrease of £84.2 million in
the net cash flows from operating activities compared to the year ended 31 December 2023 was due to the payment of costs relating to
the ECP transaction which offset increased underlying profitability.
The Group generated pro forma operating cash flow, excluding the payment of exceptional costs related to the ECP transaction,
representing 102.5% of pro forma FRE, demonstrating the cash generation of the business (2023: 124.2%).
Net cash outflows from investing activities include investments into the Group’s funds, offset by proceeds from carried interest and
distributions from funds. Net cash outflows from investing activities for the year ended 31 December 2024 were £928.9 million; this
was made up of cash consideration paid to the ECP vendors, net of cash acquired as a component of the purchase consideration, net
investments of £289.1 million into funds and net cash outflows of £488.5 million into the Group’s CLOs, which reflects the impact of
the launch of CLO VII and the warehousing of CLO VIII (both of which are consolidated).
Net cash inflows from financing activities include movements in the borrowings of the Group, funds drawn and repaid to consolidated
CLO investors and payments to shareholders. For the year ended 31 December 2024 net cash inflows from financing activities totalled
£776.1 million, which primarily related to the net proceeds from the issue of US private placement notes of £293.3 million, net cash
inflows of CLO cash from investors in CLO VI and VII (which are consolidated) of £456.3 million, offset by distributions paid to
shareholders and non-controlling interests of £80.1 million and payments to acquire shares as part of the share buyback programme,
which totalled £9.8 million by the end of the year.
In addition to £90.8 million of its own cash at 31 December 2024, the Group had £69.0 million recorded on the balance sheet as
consolidated CLO cash which was held by the consolidated CLO vehicles, legally ring-fenced and not available for use by the Group.
The consolidated cash flow statement includes the gross cash inflows and outflows for the period in respect of the consolidated CLOs,
and cash held at 31 December 2024 for those CLOs which are required to be consolidated. This could distort how a reader of the
financial statements interprets the cash flows of the Group, therefore a cash flow statement without the consolidated CLO vehicles is
presented below.
Summarised consolidated cash flow statement (excluding cash flows relating to third-party CLOs and other investors, non-statutory)
£ million
Year ended
31 December
2024
Year ended
31 December
2023
Change
(%)
Net cash flows from operating activities (excluding third-party CLOs and other investors) 17.6 95.0 (81.5)%
Net cash flows from investing activities (excluding third-party CLOs and other investors) (365.4) 94.3 (487.5)%
Net cash flows from financing activities (excluding third-party CLOs and other investors) 209.2 (140.8) (248.6)%
Net (decrease)/ increase in cash and cash equivalents (excluding third-party CLOs and other investors) (138.6) 48.5 (385.8)%
Cash and cash equivalents at beginning of the year (excluding consolidated third-party CLOs and
other investors) 238.8 196.0 21.8%
Effect of exchange rate changes on cash and cash equivalents (excluding consolidated third-party
CLOs and other investors) (9.4) (5.7) (64.9)%
Net cash at the end of the year (excluding third-party CLOs and other investors) 90.8 238.8 (62.0)%
1. A full non-statutory consolidated cash flow statement excluding cash flows relating to third-party CLOs and investors (unaudited) is included on page 203.
Financial review continued
52
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
2020 2021 2022 2023 2024
Proforma
2024
Total AUM (€bn) 26.6 32.9 38.0 40.5 73.0 N/A
Fee Paying AUM (€bn) 16.3 19.3 23.4 26.0 38.7 N/A
Management fee margin on Fee Paying AUM (%) 1.19% 1.18% 1.16% 1.12% 1.17% N/A
Underlying management and other fees (£m) 148.6 197.7 241.5 265.3 336.0 402.9
PRE (£m) 42.3 71.2 64.9 55.3 90.7 138.5
Underlying total operating income (£m) 191.8 270.6 307.4 321.6 427.7 542.5
Total expenses (excluding exceptional expenses and adjusted items) (£m) 125.4 157.8 168.2 171.3 212.4 248.7
EBITDA (£m) 58.7 84.2 136.0 97.1 146.2 224.7
Underlying EBITDA (£m) 66.4 112.8 139.2 148.8 213.5 292.0
Underlying EBITDA margin (%) 34.6% 41.7% 45.3% 46.3% 49.9% 53.8%
FRE (£m) 24.9 47.4 74.3 95.0 124.6 155.3
FRE margin (%) 16.7% 23.8% 30.6% 35.7% 37.0% 38.4%
Underlying profit before tax (excluding FX) 52.8 89.4 118.9 136.2 180.5 249.8
Underlying profit before tax (£m) 52.6 90.5 120.0 133.8 168.2 237.5
Profit before tax (£m) 48.5 62.6 127.4 86.0 80.7 150.0
Reported basic EPS (pence) 5.8 7.0 14.6 8.7 8.0 15.1
Diluted EPS (pence) 5.8 7.0 14.6 8.7 6.4 12.2
Underlying basic EPS (pence) 6.3 10.4 13.8 14.9 19.5 25.7
Underlying diluted EPS (pence) 6.3 10.4 13.8 14.9 15.5 20.6
Permanent headcount (at year end) 310 344 377 391 513 N/A
An explanation of the alternative performance measures used by the Group, including Underlying profit before tax, Underlying EBITDA
and reported and underlying basic and diluted earnings per share, is set out on pages 204 to 209 along with a reconciliation to the
nearest statutory measures.
Our historical performance
53
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Viability and going
concernstatements
Key assumptions within the Strategic Plan include:
the raising of new funds, which impacts the amount
ofmanagement fees;
the timing and level of returns from funds, which impacts
co-investment and carried interest cash flows and profit
recognition;
changes in the cost base, primarily in relation to people
costs and inflation; and
future business acquisitions, which expand investment
strategies and strengthen performance.
Progress against the current year’s budget, which underpins
theStrategic Plan, is monitored through the year.
Assessment of viability
The assessment of the Group’s viability requires the Directors to
consider the principal risks that could impact the Group, which
areoutlined on pages 58 to 62.
Whilst all the risks identified could have an impact on the Group’s
performance, the specific risks that are likely to have the most
impact on the business model, future performance, solvency
andliquidity of the Group in the three-year period covered are
considered to be:
fund underperformance – prolonged and/or significant under-
performance of multiple funds may adversely affect the Group’s
medium-term business, brand and reputation, income received
by the Group, its growth and its ability to raise capital for future
funds.
fundraising challenges – the inability to raise additional or
successor funds (or only raise successor funds of a materially
lower size than predecessor funds), or a change in the terms
onwhich investors are willing to invest, could have a material
adverse impact on the Group’s business, revenue, net income,
cash flows or the ability to retain employees.
The Directors review the key risks regularly and consider the
options available to the Group to mitigate these risks to ensure
theongoing viability of the Group is sustained.
The Group’s future viability and prospects are underpinned
by the following:
a large proportion of forecast revenue (67% over 2025 to 2027)
is made up of income from long-term fund management
contracts;
a largely predictable cost base, of which over three quarters is
personnel related;
good visibility of income, expenditure and future profitability
during and beyond the period covered by this assessment;
a strong balance sheet, with cash of £90.8 million at
31 December 2024 and an undrawn £250 million revolving
credit facility; and
available levers to operate during stress events, including
reduced variable compensation costs and reduced dividend
payments.
Viability statement
In accordance with the UK Corporate Governance Code, the
Directors are required to undertake an assessment of the prospects
and viability of the Group.
Assessment of prospects
The Group’s long-term prospects are primarily assessed through
the production of the Group strategic plan (the “Strategic Plan”).
The Strategic Plan is updated regularly to take into account
updated fundraising expectations, fund activity and expected
returns, and changes within the cost base. The Strategic Plan is
presented to the Board at least annually, where it is formally
approved following a robust review and challenge process.
Although the Strategic Plan covers a substantially longer period,
the three-year period to December 2027 has been selected for the
viability statement on the basis that it is the period over which
forecasting assumptions are most reliable due to the high visibility
of earnings from fees and investment returns.
The Strategic Plan reflects the Group’s strategy, which is summarised
on pages 20 to 21, including plans to scale existing strategies,
develop new products and build new investment strategies.
54
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
The Group’s viability requires consideration from the
perspective of capital for solvency, adequacy of regulatory
capital and liquidity.
Stress testing has been performed on the Strategic Plan, which
considers the impact of the Group’s key risks crystallising over
the three-year assessment period. The stress scenarios applied
to the three-year period are:
Scenarios
Links to
principal risks
Scenario 1:
Weaker fund performance
Assumptions:
50% reduction in co-investment
cash returns and no carried interest
(beyond that already recognised)
Fund under-
performance
Scenario 2:
Lower fundraising
Assumptions:
50% reduction in fund sizes for funds not
yet closed
Fundraising
challenges
Scenario 3:
A combination of scenarios 1 and 2 above
(this is seen as a worst-case scenario and
highly unlikely)
As above
Having reviewed the results of the stress tests, the Directors have
observed the good visibility of future management fees due
tolong-term fund management contracts, supported by
awell-capitalised balance sheet, mean that stress scenarios have
tobe significant in order for them to have an impact on viability.
In the stress scenarios, the Directors have concluded that the
Group would have sufficient capital and liquid resources in each
scenario, taking appropriate controllable management actions
where applicable, so that the Group’s ongoing viability would
besustained.
Controllable management actions to relieve stresses on the Group’s
ability to operate during these scenarios include:
changing the timing of, and/or reducing the size of, the Group’s
dividends;
reducing variable compensation costs (which represent
c. 40% of payroll costs); and
utilisation and/or extension of debt facilities.
It is possible that a stress event could be more severe than those
modelled and have a greater impact than has been determined
plausible. Other actions are available that may reduce the impact
of more severe scenarios, but these have not been considered
inthis viability statement.
The Group undertakes reverse stress tests to identify
circumstances under which the business model becomes unviable.
The most plausible severe scenario to cause the business model
tobe unviable is a macro-economic shock which results in the
write-down of the value of investments held by the funds.
This would impact the level of investment returns/result in losses
for the Group but is unlikely to have an immediate impact on
viability. If the impact is not temporary (unlike Covid-19, for
example), but is permanent, this could impact the ability to exit
fund investments and raise new funds, and therefore impact the
Group beyond the period covered in this viability assessment.
The reverse stress test determines the level of reduction to forecast
distributions from funds that would trigger a business model
failure point, in the absence of any management actions. Such a
scenario, and the sequence of events which could lead to it, is
considered to be extremely remote, as it would require forecast
fund distributions to be reduced by over 75% and fees from new
fundraising to be cut by 50%, whilst maintaining a broadly similar
level of forecast investing activity during the same period, whereas
a macroeconomic event is also likely to constrain investment
activity substantially.
Whilst the occurrence of one or more of the principal risks has
the potential to impact future performance, none of them are
considered likely, either individually or collectively, to give rise
to trading deterioration of the magnitude indicated by the reverse
stress testing and to threaten the Group over the three-year period.
Conclusion
Based upon the assessment set out above, the Directors have
acurrent reasonable expectation that the Group will be able
tocontinue in operation with adequate liquidity and capital,
andmeet its liabilities as they fall due, over a viability horizon
ofatleast three years.
Going concern statement
In accordance with the Companies Act 2006, the Directors have
aresponsibility to evaluate whether the Group has adequate
resources to continue its operational existence for the foreseeable
future and for at least the next 12 months from the signing
ofthefinancial statements.
Assessment of going concern
In carrying out their going concern assessment, the Directors
considered a wide range of information, taking into account both
the Company’s and the Group’s current performance and outlook,
using information available up to the date of the issue of the
financial statements. This included:
the Group’s business and operating models and strategy;
the Group’s risk appetite and approach to managing risk; and
a summary of the current financial position and resources
of the Group.
55
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Liquidity and resources
The balance sheet is well capitalised, with low levels of net
leverage, representing 1.5x of 2024 earnings.
At 31 December 2024, the Group has cash of £91 million (2023:
cash of £239 million) and an undrawn £250 million revolving
credit facility.
The Group has £491 million ($614 million) of US private
placement notes (2023: nil, although the ECP perimeter had
$225 million of existing notes) with an average maturity of 6 years
and maturities from 2027 to 2034.
In order to ensure liabilities are settled when they fall due,
theGroup’s liquidity is monitored regularly. This includes
monitoring the timing and level of operating expenses and
thetiming of drawings and receipts from fund investments.
Stress testing
In making their assessment the Directors have considered
scenarios prepared in conjunction with the viability statement,
including delays to fundraising and lower returns from fund
investments, which would impact the income and cash flow of
theGroup. The Directors are satisfied that, even under these
stressed scenarios, the Company and the Group would remain
agoing concern.
Conclusion
The Directors have acknowledged their responsibilities in relation
to the financial statements for the year to 31 December 2024.
After making their assessment of going concern, the Directors
considered it appropriate to prepare the financial statements
oftheCompany and the Group on a going concern basis
foratleast 12 months from the date of the approval of the
financial statements.
Business model
As shown by the table below, a high proportion of the Group’s
revenue is made up of management and other fees, which are
under long-term fund management contracts. The ECP transaction
has improved the diversification of fee income such that the Group
is less dependent upon any one fund or product. When considered
together with a largely predictable cost base, of which over three
quarters is personnel related, the Group has a diversified business,
with a good level of visibility of income, expenditure and future
profitability when projected for and beyond the next 12 months.
Year ended
31 December
2024*
Year ended
31 December
2023
FRE (£m) 124.6 95.0
Underlying management fees as % of total
operating income (%) 78.6% 82.5%
FRE margin (%) 37.0% 35.7%
Personnel expenses as % of total expenses
(excluding exceptional costs and adjusted
items) (%) 73.4% 73.6%
* ECP from completion date is included.
Key assumptions made in the forecasts that underpin the
Directors’ going concern assessment are set out above within the
viability statement and include the raising of new funds, the timing
and level of returns from funds and changes in the cost base from
hiring and inflation.
Viability and going concern statements continued
56
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Risk management
1
Our approach and key
developments in 2024
The Group believes that risk management is a fundamental part
of robust corporate governance and good management practice.
Effective risk management does not mean avoiding risks at any
cost, but rather making informed and coherent choices regarding
the risks the Group and the funds it manages take in pursuit of
their strategic objectives, whilst having regard to the tools available
to manage and mitigate those risks. Risk management is considered
within all areas of the business and across the Group’s operations,
with individual teams, strategies and geographies taking
responsibility for the identification and active management of risks
present at those levels. Risk management is therefore embedded
within the Group’s culture, decision-making processes, practices,
business planning and reporting activities.
The Group manages a variety of risks in connection with its
business activities, and the Board is ultimately responsible for
oversight of the Group’s risk management and internal control
systems. This includes determining the nature and extent of the
risks that the Board is willing to take in order to achieve the
Group’s strategic objectives, and reviewing management’s
implementation of effective systems of risk identification,
assessment and management.
The Board is assisted in its risk management role by the Audit
and Risk Committee, which monitors and reviews the Group’s
internal controls and risk management framework. More details
of the Audit and Risk Committee are set out on pages 81 to 87.
During 2024, the Audit and Risk Committee reviewed and
approved the Group’s risk appetite statement and framework, and
received periodic updates on the Group’s risks. Italsooversaw the
management of operational risks associated with the integration of
ECP into the Group.
In order to manage risk effectively, the Group operates
onathreelines model:
First line
Business units have the primary responsibility for managing
risks in their respective areas.
Second line
The Group’s Legal and Compliance team assists with risk
identification, and the management and monitoring the
operation offirst line controls.
Third line
The Group’s internal audit function toegeht with Deloitte, as the
Group’s co-sourced internal auditor, provides risk assurance on
the effectiveness of governance, risk management and internal
controls, including first and second line controls.
Completing its second full year of engagement, the Group’s
internal audit function focused in particular on finance systems,
and marketing anddistribution. The results of the auditsand any
associated recommendations were reported totheAudit and Risk
Committee.
Prudent risk management within business units is underpinned
by a strong control culture with clear oversight of responsibilities,
and there is ongoing thematic compliance monitoring and regular
reporting to governance bodies within the Group on risk areas.
The Group maintains comprehensive insurance cover with a broad
range of policies covering a number of insurable events.
57
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Risk management continued
2
Risk management
process
The Group undertakes the following process to identify,
manage and monitor risks:
1. Set strategy – The Board considers and approves the
Group’sstrategy and the Audit and Risk Committee reviews
and approves a risk appetite statement for Group in light of the
strategy. This forms the basis of the Group’s risk identification
process and risk appetite, allowing those risks that may impact
achievement of strategic objectives to be focused on.
2. Identify risks – Periodically, an exercise is undertaken to
identify the current and emerging risks facing the Group.
Thisexercise is performed by each relevant business unit
andthe results are collated and ultimately reported to the
Board and the Audit and Risk Committee.
3. Evaluate risks – The Group evaluates risks based on two key
factors: the likelihood of the risks eventuating, and the impact
on the Group were the risks to eventuate (both financially and
in respect of other matters such as reputation). Therelevant
risks are categorised and rated based on theproduct ofthese
two factors and contextualised with afurther evaluation of
other factors such as speed to impact andwhetherthe risk is
trending in a particular direction.
4. Manage and mitigate risks – Mitigating actions, controls
and monitors are identified for each risk, and the impact of
these on the likelihood and impact of the relevant risk are
evaluated. Where appropriate, changes to the control
environment or other additional mitigants to risks are identified
and implemented.
5. Monitor and review risks – The Group undertakes ongoing
monitoring of risks identified and the effectiveness
of mitigants and controls.
When identifying risks, the Group categorises these within one
ofthe following three areas: strategic and external risks, investment
risks, and operational risks.
Strategic and external risks relate to the ability to deliver on the
Group’s strategic objectives or risks from external or broader events.
Investment risks are those associated with investments made by
the Group or the funds managed by it. Operational risks are those
associated with the Group’s day-to-day operations, including risks
relating to internal processes, people or systems. Risks in each
ofthese categories may, if poorly managed, ultimately result in
anegative impact on the profitability or prospects of the Group.
3
Key risks
The Group’s risk management framework is designed to identify
abroad range of risks and uncertainties which it believes could
adversely impact the stability and financial prospects of the Group.
Asimilar and parallel process is also undertaken with respect to
risks facing the funds managed by the Group and as required by
applicable regulatory regimes. As part of each of these frameworks
and processes, ESG-related risks are actively considered.
The following pages set out the Group’s key risks as identified
during the risk management process, with details of the primary
mitigating actions, controls or monitors for each of these risks.
The key risks are described based on the Group’s combined
assessment of the likelihood of each risk eventuating and the
impact of each risk on the Group as a whole after the Group’s
controls and mitigants are taken into account.
Additional risks and uncertainties that the Group may face,
including those that are not currently known or that the Group
currently deems immaterial, may individually or cumulatively also
have a material effect on the Group’s business, results of operations
and/or financial condition.
58
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Fundraising challenges
Strategic and external
Change in risk during FY24
h
h
Description
Funds under management by the Group typically have a finite
life and a finite amount of commitments from fund investors.
Once a fund nears the end of its investment period, the Group
raises additional or successor funds in order to keep making
investments in that strategy and earn management fees (although
funds and investment vehicles continue to earn management fees
after the expiration of their investment periods, they generally do
so at a reduced rate).
The alternative investment management sector is intensely
competitive, with the Group competing with a number of others
for investor capital, including sponsors of public and private
investment funds. Fundraising markets remained congested in
2024. If there were a greater number of competing products
promoting similar or higher rates of return than those achieved
by the funds offered by the Group, the attractiveness of Group
funds to investors could decrease and Group funds could
experience reduced investor commitments.
The inability to raise additional or successor funds (or raise
successor funds of a comparable size to predecessor funds), or a
change in the terms on which investors are willing to invest,
could have a material adverse impact on the Group’s business,
revenue, net income, cash flows or the ability to retain employees.
Mitigation
The Group’s capital raising efforts are supported by an in-house
global investor services team, which utilises the Group’s data
and technology capabilities. The Group has expanded this team
globally, with a greater number of professionals in a greater
number of locations across the network.
The Group has also made efforts to broaden its investor base,
both in terms of the number of investors across the platform
and the geographic spread of such investors. In particular, the
introduction of new products and strategies to the Group
through growth or acquisition, such as through the combination
with ECP, has also helped to broaden the investor base by
investor type, geography and investment strategy.
As a leading middle market investor, the Group offers
investors a differentiated approach arising from its global
reach and ability to deploy capital across middle market
strategies. This differentiation insulates the Group, to some
extent, against the competitive pressures arising in respect
of attracting fund investors.
Law and regulation
Strategic and external
Change in risk during FY24
h
Description
The international nature of the Group’s business, with corporate
and fund entities located in multiple jurisdictions and a diverse
investor base, makes it subject to a wide range of laws and
regulations. It is supervised by a number of regulators, including
the Financial Conduct Authority in the UK, the Securities
and Exchange Commission in the United States, the Autorité
des Marchés Financiers in France and the Commission de
Surveillance du Secteur Financier in Luxembourg. Failure
to comply with applicable laws and regulations may put the
Group at risk of fines, lawsuits or reputational damage.
As the Group expands into new products and strategies, the laws
and regulations that apply to the Group also expands, often in
away which overlaps and requires complex review, assessment
and regulatory implementation.
Increased law and regulation may impact the Group’s operating
entities, funds, and the markets and sectors in which the Group’s
investment strategies invest or from which capital is raised.
Mitigation
The Group is supported by a Legal and Compliance team that
provides guidance to the business on its regulatory and legal
obligations. As the Group expands into new products and
strategies, the Group ensures that this team is well placed to
address the increasing and developing framework of applicable
regulation faced by the Group.
The Group monitors regulatory and legislative changes in the
jurisdictions inwhich it operates and interacts with regulators
and industry bodies to stay informed of regulatory changes. It also
proactively takes actions to comply with any changes in law or
regulation.
Employees of the Group are provided with periodic training
on the laws and regulations relevant to the Group.
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Risk management continued
Changes in macroeconomic environment
Strategic and external
Change in risk during FY24
h
h
Description
Macroeconomic events may contribute to volatility in financial
and global markets which can adversely impact the Group’s
business by reducing the value or performance of the
investments made by the Group’s funds as well as the availability
of financial resources available to the Group. These pressures
may result in challenges in finding investment opportunities for
funds as well as challenges in exiting existing investments to
realise value for investors. This could in turn affect the Group’s
ability to raise new funds and materially reduce its profitability.
For example, rising interest rates may adversely impact multiples
and discount rates used for investment valuations. Higher
interest rates may also reduce the Group’s ability to secure
favourable financing, both for the Group itself and for the funds
it manages.
Mitigation
The Group’s business model is predominantly based on illiquid,
closed-end funds which allow investment teams to remain
disciplined throughout economic cycles. In addition, the Group
actively manages fund portfolios as well as the Group’s liquidity
and operations to ensure resilience across a range of
macroeconomic outcomes.
The expansion of the Group into different strategies can help to
mitigate the impact of macroeconomic changes, as different
classes will react differently to macroeconomic impacts. For
example higher interest rates may benefit the Group’s credit
strategy.
The Group’s senior management and strategy leadership
regularly update the business on economic trends and outlooks
to aid investment teams and corporate functions in anticipating
and proactively addressing macroeconomic risks.
Fund underperformance
Investment
Change in risk during FY24
h
h
Description
In the event that certain of the funds managed by the Group
were to perform unsatisfactorily, in particular if this were the case
for a larger fund (for example, the current ECP flagship fund,
Bridgepoint Europe VII, or their successors), this may adversely
affect the Group’s business, brand and reputation and lead to
difficulties for the Group in attracting fund investors and raising
capital for new funds in the future.
Mitigation
The Group’s investment strategies each have in place a robust
and disciplined investment process where investments are
analysed and selected by investment focused committees. Each
strategy will also regularly review and monitor investment
performance and delivery of investment objectives. Any ‘at risk’
investments are subject to particular focus and specialist
attention. For example, such investments are reviewed by the
Portfolio Working Group within the Group’s private equity
strategy.
Investment processes not only evaluate and mitigate the risks
inherent in particular investments or divestments, but also ensure
that decisions are taken in accordance with the relevant fund’s
investment strategy and governing documents. This includes
limiting fund exposure to individual investments, and
diversifying investments in terms of sectors and geographies.
Deal flow is driven by the Group’s sector strategy which is
continually refined to take advantage of market conditions,
including changes in competitive pressures. The Group’s
investment approach has evolved through different economic
cycles, helping it to resist temporary pressures.
The introduction of new products and strategies to the Group,
such as following the combination with ECP, helps to reduce
dependence on performance of any individual fund.
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Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Decreased pace or size of investments
made by Group funds
Investment
Change in risk during FY24
h
h
Description
The Group’s revenue is driven in part by the pace at which the
funds it manages make investments and the size of those
investments, and a decline in the pace or the size of such
investments may reduce the Group’s revenue.
Many factors could cause a decline in the pace of investment,
including the inability of the Group’s investment professionals to
identify attractive investment opportunities, decreased
availability of capital on attractive terms and the failure to
consummate identified investment opportunities because of
business, regulatory or legal complexities, or uncertainty and
adverse developments in the global economy or
financial markets.
The Group competes for investment opportunities for the funds
it manages, and such competition is based primarily on the
pricing, terms and structure of a proposed investment and
certainty of execution. Private market transactions have at times
been characterised by changeable and often high pricing, which
can make the deployment of capital more difficult.
A failure to deploy committed capital in a timely manner may
have a negative impact on investment performance and the
ability to raise new funds.
Mitigation
The pace of investment is kept under close review by the
leadership of each of the Group’s strategies to ensure that
itismaintained at a level that is appropriate for market
conditions and is in line with broader strategic objectives.
The Group maintains an ongoing dialogue with its investors and
is sensitive to their concerns regarding investment and realisation
pace. These concerns are taken into consideration when setting
the short and long-term strategy of a fund, and where necessary
investor consent can be sought to modify investment periods to
align with a pace of investment that is reasonably and responsibly
achievable.
Personnel and key people
Operational
Change in risk during FY24
h
h
Description
The Group’s personnel, including its investment professionals
and specialist teams, are highly important to the Group’s business
and the implementation of its strategy, and the market for such
persons is highly competitive. The Group’s continued success is
therefore dependent upon its ability to retain and motivate its
personnel and to strategically recruit new talented professionals.
In particular, the Group depends on the skills, reputations
andbusiness networks of its executive management and other
keysenior team members and the information and deal flow they
generate.
Mitigation
The Group places an emphasis on active engagement with its
people to better understand their needs, and to focus on
progression and professional development. The Group also
ensures competitive reward schemes are in place for
all employees. Rewards are weighted towards performance
and therefore provide long-term alignment with fund investors
and other key stakeholders, ultimately driving value for the
Group. For senior management, these include a blend of short
and long-term incentives.
The Group undertakes ongoing succession planning and invests
inleadership development.
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Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
Information technology andcybersecurity
Operational
Change in risk during FY24
h
h
Description
The Group relies on the secure processing, storage,
andtransmission of confidential and other information
intheGroup’s computer systems and networks. Cyber-security
incidents and cyber-attacks continue to be a feature of the global
economy andas an increasingly global business, the Group faces
various cyber-security threats on a regular basis. This includes
ongoing cyber-security threats to, and attacks on, digital and
information technology infrastructure that is intended to gain
access toproprietary information, destroy data or disable or
degrade orsabotage systems.
Cyber-security failures, technology failures or data security
breaches could result in the confidentiality, integrity or
availability of data being negatively affected, causing disruption
or damage to the Group’s business.
Mitigation
The Group’s information security program is designed to prevent
and respond to current and emerging cyber-threats facing the
Group. The Group's IT accounts are protected using multi-factor
authentication to significantly reduce identity-based attacks and
digital assets are protected from exploitation through a robust
patching and vulnerability management program.
Employees receive training, including simulations, to continually
raise vigilance and to promote positive security behaviours.
Employee devices are also secured to industry standards and
technologies are used to enable seamless and secure remote
access.
The Group conducts annual external offensive and penetration
tests that validate the effectiveness of controls, and aide further
protection. The Group's digital infrastructure is entirely cloud
hosted, with resiliency designed into it. In-house and external
cyber experts monitor and respond to any abnormal activity. The
Group maintains an annually tested IT disaster recovery and
cyber incident response plan.
Third-party service providers
Operational
Change in risk during FY24
h
h
Description
Certain of the Group’s activities and funds depend on the
services of third-party service providers, including those
providing banking and foreign exchange, professional advisory,
information technology, insurance broking, depository and
alternative investment administration and management services.
The Group is subject to the risk of errors, failure, or regulatory
non-compliance by such persons, which may be attributed
to the Group and subject it or the funds it manages to
reputational damage, business disruption, penalties or losses.
Mitigation
The Group ensures appropriate due diligence is undertaken in
respect of third-party service providers prior to appointment,
and appropriate monitoring and oversight of appointed
third-party service providers is undertaken on a periodic basis.
As the Group expands into new products and strategies, a greater
range of third-party service providers is typically utilised,
reducing exposure to, and reliance on, any one service provider.
Risk management continued
62
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
TCFD disclosures
Compliance statement
In accordance with the requirements of UK Listing Rule 6.6.6(8), the Company has included climate-related financial disclosures
generally consistent with the TCFD recommendations within this Annual Report. In August 2024, the Group acquired ECP, which was
previously not subject to TCFD recommendation reporting requirements, and a transitional period is required to enable ECP to provide
the data needed to support the Group’s disclosures.
At the time of publication, the Company is compliant with thefollowing disclosures:
Governance (all recommended disclosures);
Strategy (all recommended disclosures);
Risk Management (all recommended disclosures); and
Metrics and targets (all recommended disclosures other than c) climate-related targets as ECP has not set a target.
ECP does not have any climate-related targets within its portfolios. Nonetheless, ECP has an important role as a US energy and
infrastructure investor to balance decarbonisation with energy demand and security. As part of ECP’s investment strategy, portfolio
companies are supported in setting targets, as appropriate. The setting of appropriate targets will be considered over the coming year.
The Group is committed to supporting the transition to a low carbon
economy andjourney to net zero in line with the Paris Agreement and
reporting our progress transparently in line with the Task Force on
Climate-related Financial Disclosures (“TCFD”) recommendations.
63
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
TCFD disclosures continued
Governance
Board oversight of climate-related risks and opportunities
(See more on governance on pages 75 to 79 and the ESG
Committee report on page 88)
The Board, assisted by the ESG Committee, is ultimately accountable
for oversight of climate-related risks and opportunities, including
the Group’s responsible investment strategy. The ESG Committee
periodically considers sustainability performance and specific
climate-related projects, and the Chair of the committee updates
the Board accordingly.
The ESG Committee meets at least twice a year and ensures that
sustainability considerations, including the climate-related risks
identified within the risk register, are integrated into the Group’s
strategic and financial planning. The committee monitors ESG
performance across the Group through metrics such as the Group’s
operational footprint and the purchase of renewable electricity
certificates. The progress of the portfolio against the Group’s ESG
priorities is also monitored, including compliance with the
requirements to designate a specific board member with ESG
oversight, adopt an ESG policy, measure greenhouse gas (“GHG”)
emissions and develop an emissions reduction plan.
Following completion of the ECP transaction, the ESG Committee
will in future consider the best way to oversee the activities
undertaken by the different business units. From early 2025,
theESG Committee will invite ECP representatives as appropriate.
Management’s role in assessing and managing climate-
related risks and opportunities
Ruth Prior, the Group’s CFO, is the Board-level executive sponsor
for climate-related matters and is also responsible to the Group
Management Committee and Group Operating Committee for
climate-related matters.
The Group Management Committee and Group Operating
Committee implement the Group’s sustainability strategy, setting
priorities, agreeing sustainability targets, and overseeing responsible
investment procedures and policies.
Climate-related issues across the portfolio are monitored through
an annual survey which includes updates on GHG footprint and
reduction plans, and progress on net zero.
The attendees of the Group Management Committee, Group
Operating Committee and/or the ESG Committee who also attend
Board meetings facilitate regular reporting on relevant climate-
related issues to the Board. The Group Management Committee
and Group Operating Committee are supported by the
Sustainability team, which also provides support to the Board and
the ESG Committee. ECP representatives are members of the
Group Management Committee and Group Operating Committee
meetings.
The Sustainability team leads on the identification, assessment,
andmanagement of climate-related risks impacting the Group’s
operations on a day-to-day basis, including the risks associated
with the Group’s private equity and credit investment activities.
This includes developing a register of climate-related risks
andopportunities, as well as devising suitable mitigation strategies
forany material risks identified. The Sustainability team includes
members who are dedicated to the private equity and credit
portfolios and contribute towards ECP’s management of
climate-related issues.
ECP has an executive ESG Committee that helps identify, monitor
and manage ECP-specific ESG risks and opportunities aspart of
itsinvestment process and throughout the investment period,
including climate-related risks.
In addition, the Sustainability team assists in the development
andimplementation of the Group’s sustainability strategy. The
Sustainability team provides reports to the ESG Committee while
the Legal & Compliance team provides regular updates to the
Audit and Risk Committee on risk-related matters.
Strategy
Identifying climate-related risks and opportunities over
the short, medium, and long-term
The Group has worked to identify climate-related risks and
opportunities, both at the Group level and across its portfolios.
The Group undertook a portfolio-level climate risk assessment
in2023 covering 100% of the private equity portfolio and 58%
ofcredit AUM, focusing on our most recent funds and those with
the greatest management influence. The assessment concluded
thatthe climate-related risk for reviewed portfolios is low.
The analysis used three different climate scenarios, which are
aligned to the FCA’s ESG Sourcebook:
2°C orderly: aligned with Representative Concentration
Pathway (“RCP”) 2.6 and models a temperature rise of
<2°C by 2100;
2°C disorderly: aligned with RCP 2.6 and models a temperature
rise of <2°C by 2100, assuming that this is achieved through a
period of inaction followed by more significant decarbonisation
policies implemented from 2030 onwards; and
4°C “hot house”: aligned with RCP 8.5 and models a
temperature rise of 4°C by 2100.
These scenarios have been assessed across three distinct
timeframes that were chosen in consideration of the Group’s
investment timelines and will also be applied to the ECP portfolios
in future climate risk assessment:
Short-term: 2025
Medium-term: 2030
Longer-term: 2050
64
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
The analysis examined the projected physical and transition risks
for each portfolio company across each time horizon and climate
scenario. The assessment also produced Implied Temperature Rise
(“ITR”) and Climate Value at Risk (“CvaR”) projections of assets
within the Group’s private equity and credit portfolios.
The assessment concluded that these portfolios have relatively
lowexposure to climate-related risks. According to the model, the
earnings of portfolio companies are not projected to be significantly
impacted under 2°C and 4°C degree scenarios (more detailed results
can be found in the metrics and targets section below). This is
largely driven by the geographic and sectoral composition of the
companies in which the relevant funds invest. From a transition
risk perspective, the low carbon intensity of the portfolio means
that the projected low impact is attributable to changes in revenues
or costs of goods sold as opposed to high carbon costs. Meanwhile,
the exposure to physical risk is also modelled to be low in the
medium-term on the earnings of companies in both the private
equity and credit portfolios. While yet to be quantified, we would
expect ECP to have a comparatively higher exposure to physical
climate change risks, due to its infrastructure-heavy portfolio.
ECP conducted a high-level climate scenario analysis in 2022,
reviewing a range of energy-related projections (e.g. demand,
sources, storage and carbon capture and sequestration (CCS)),
globally and specific to the United States. Scenarios covered a
business-as-usual (BAU), 2˚C-aligned (limiting warming by 2100
to 2˚C), and 1.5˚C-aligned scenarios (achieving net-zero by 2050
and limiting warming by 2100 to 1.5˚C), across 2030-and
2050-time horizons.
The report highlighted opportunities in renewable energy
generation and energy storage, with significant projected increases
in these across all three scenarios. Stagnant to significant falls in
demand for natural gas generation were identified as a risk but
considered partly offset by the opportunity presented by increased
demand for CCS where natural gas demand remains. Since this
analysis, datacentres and AI have emerged as significant drivers of
energy demand, particularly natural gas generation, and is
considered to further offset this risk. Overall, the report confirmed
the opportunity for and strategy of ECP, as one of the largest
private owners of power generation and renewables in the US.
The Group is committed to updating its climate risk assessment
periodically, covering the Group, each investment strategy,
andportfolio companies as they evolve. In future, ECP’s portfolio
will be included in the Group’s climate risk assessment.
Impact of climate-related risks and opportunities
As a responsible investor, the Group takes climate-related risks
andopportunities into account and acknowledges the significance
of its role in supporting the transition to a low-carbon economy.
Accordingly, the Group’s long-term target for the private equity
portfolio is to achieve net zero emissions by 2040, and more widely
to align the private equity and credit portfolios with 2°C or 1.5°C
pathways to reduce the potential impact of transition risks.
ECP’s portfolio, partly due the nature of infrastructure investments,
has also been impacted by climate change with physical climate
hazards, including extreme winds and storms, causing damage and
disruption to portfolio companies. ECP will continue to position
itself to respond to climate-related risks and opportunities.
Whilst the direct environmental impact from the Group’s own
operations is assessed to be limited, we are working on reducing
our GHG footprint through the implementation of office emission
reduction initiatives, supplemented by verified carbon credits.
The resilience of the organization and strategy
The Group has a highly resilient business model which is supported
by management fee income under long-term fund management
contracts. The fees are predominately charged on invested or
committed capital that is contractually due over the life of the
relevant fund.
The Group also earns variable income from investments in funds
and carried interest, or PRE. Whilst a short-term increase or decrease
in the valuation of individual or portfolios of assets would not
immediately impact the Group’s financial position, the impact of
climate change on the performance of funds in the medium-term
could impact both the level of returns due to the Group and the
ability to raise more capital from fund investors for future funds.
As outlined in previous sections, based on ECP’s 2022 scenario
analysis and the Group’s 2023 climate risk assessment framework,
we consider our portfolios to be reasonably resilient to the impact
of climate change. Further, our processes for managing climate-
related risks ensures that they are considered within our wider risk
management framework and that any material risks are mitigated
appropriately. The Group’s aggregate portfolio risk exposure is
further reduced by diversification across geographies and sectors.
Meanwhile, relevant disaster recovery policies are in place to
ensure the safe and continued operation of the Group’s offices
andIT infrastructure should a material climate change related
event take place.
65
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
TCFD disclosures continued
Risk management
Processes for identifying and assessing climate-related
risks (See more on risk management on pages 57 to 62)
Identification of climate risk forms part of our overall approach
torisk management. The Group undertakes a periodic process to
identify the Group’s key risk exposures, including climate-related
risks. As risks are continually evolving, material ESG related
regulatory matters are regularly monitored, including those related
to climate risk, and horizon scanning is undertaken to identify
emerging risks.
The Group’s biggest exposure to climate issues derives from
itsinvestment portfolio and this is where the Group’s attention
isfocused. A portfolio-wide climate risk assessment is conducted
regularly by the Group to provide an overall picture of the Group’s
exposure to climate-related risks. Pre-investment ESG due
diligence is also undertaken across the portfolio and all business
lines, which includes the identification and assessment of material
climate related risks and the development of recommendations
forsuitable mitigating measures.
Processes for managing climate-related risks (See more
onrisk management on pages 57 to 62 and on ESG
integration into the investment process on page 37)
Sustainability and climate-related risks are captured within the
enterprise risk management system. All enterprise risks are
assigned an owner to ensure oversight of the risk management
process. Where specific technical or legal expertise is required,
theGroup is supported by its extensive network of sustainability
and legal advisers, industry associations and working groups.
Mitigation strategies and control measures are identified for each
risk, and an evaluation is undertaken of the current control
environment.
Across all three investment strategies, we consider active engagement
an essential component of the Group’s approach to climate risk
management. Throughout the investment period, we support and
collaborate with portfolio company management teams to implement
best-practice sustainability processes, policies, and risk management
systems. Our engagement with, and monitoring of, portfolio
companies is enhanced through our portfolio climate programmes.
The programmes helps portfolio companies both in the calculation
and verification of GHG emissions and the development of tailored
GHG emission reduction plans, enhancing risk management
byensuring proper GHG accountability and science-based
targetsetting.
Our process of engagement is tailored to each of our portfolio
companies, taking into account the nature of the portfolio
company, its unique requirements and our targets:
Within our private equity portfolio, we work with portfolio
company management teams to ensure appropriate ESG
governance is in place at both board and executive team level.
Furthermore, we ensure portfolio companies establish appropriate
sustainability and carbon reduction initiatives and use specific
sustainability KPIs to monitor progress. We also leverage our
network of sustainability advisers to help portfolio companies
toidentify and manage material sustainability related risks.
Within our credit strategy, where appropriate, the Group
provides borrower companies with ESG related financial
incentives and penalties in the form of ESG margin ratchets. The
margin ratchets include specified sustainability targets relevant
to the business.
Within the ECP portfolio, a 100-day plan is developed
andimplemented to mitigate material risks and capitalise on
opportunities, while ongoing engagement between deal teams
and portfolio company management helps develop climate
resilience throughout the lifecycle of the investment. Quarterly
updates onprogress towards meeting core requirements are
providedto ECP’s executive ESG Committee and investment
committee.
Integration of climate-related risks into overall risk
management (See more on risk management on pages 57
to62)
The results of the Group’s climate risk assessment are integrated
into the Group’s central risk register to ensure climate-related
riskscontinue to be considered in the Group’s strategic
andfinancial planning. Upon acquisition, ECP’s risk register was
reviewed and ECP was integrated intothe Group’s risk
management framework.
A risk management process is in place for our investment portfolio,
monitored and managed by the Sustainability team and relevant
investment teams.
Any material climate risks identified over the course of pre-
investment due diligence are reviewed by the relevant investment
committees, with our investment teams supporting portfolio
companies during investment to develop sustainability roadmaps,
monitor KPIs and report on progress. To encourage detailed
disclosure on sustainability matters, all portfolio companies are
required to provide at least annually a comprehensive account
oftheir sustainability performance, including with respect to
management of climate-related risks. The climate programmes
described in the previous section support portfolio companies
ingaining a more granular understanding of their GHG footprint
and in developing appropriate emission reduction plans.
66
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Metrics & targets
Metrics used to assess climate-related risks and opportunities
GHG emissions relating to our investment portfolio have been calculated in line with the GHG Accounting & Reporting Standard for the
Financial Industry developed by PCAF. The Group’s climate programme facilitates portfolio companies in their calculation of their GHG
footprint, strengthening the robustness of our financed scope 3 emissions.
Alongside GHG emissions, we track a broad range of sustainability and climate-related metrics across the Group to monitor the progress
of our portfolios’ climate-related processes. Within our private equity and credit investment activities, these metrics include whether
each portfolio company has the following:
A science-based, GHG emissions reduction plan; and
A board member with ESG responsibility.
ECP also tracks various climate-metrics including:
GHG measurements and reporting; and
Energy consumption.
Within our equity and credit portfolios we also use specific metrics, CVaR and ITR, to assess climate related risks as evident in Table 1
below. CVaR is a forward-looking metric used to measure the climate-related risks and opportunities within an investment portfolio. ITR
is a forward-looking metric that translates the output of longer-term scenario analysis into an estimated change in temperature, expressed
as a numeric degree rating.
The table below shows low CVaR impact across private equity and credit portfolios, with very minor misalignment with a 2°C ITR.
CVaR has been analysed across two scenarios “Hot-house” vs disorderly 2°C and “Hot-house” vs orderly 2°C. ECP will be included in
this climate risk assessment going forward.
Table 1: Portfolio Climate-Related Metrics (private equity and credit)
Private equity Credit
CVAR ITR CVAR ITR
Short -0.1 to 0% 2.03°C -0.2 to -0.2% 1.96°C
Medium -0.2 to -0.1% 2.07°C -1 to -0.6% 2.01°C
Long 1 to 1% 2.24°C -0.5% to -0.3% 2.19°C
The Group does not currently have an internal carbon price in place.
Currently, ECP monitors other climate-related metrics, namely Scope 1, Scope 2 and Scope 3 (including financed emissions). These
metrics are disclosed in the subsequent sub-section. Furthermore, due to ECP’s important role in energy and infrastructure sector, ECP
considers the renewable energy capacity and renewable energy generated from its portfolio assets as relevant metrics.
Table 2: Portfolio Climate-Related Metrics Infrastructure
2023 2022
Renewable energy capacity, owned under construction or in late-stage development (GW) 30* 23**
Renewable energy generation (million MWh) 9.9 10.2
* as at June 2024;
** as at May 2023
67
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
TCFD disclosures continued
Estimated GHG emissions
The method used for calculating GHG emissions is in line with the GHG Protocol Corporate Accounting and Reporting Standard and
ISO 14064-1. We have included all sites and activities which fall under our operational control boundary. The calculation includes
emissions from Scope 1, and Scope 2, and the following categories from Scope 3:
Category 1: Purchased Goods and Services
Category 2: Capital Goods
Category 3: Fuel and Energy
Category 6: Business Travel
Category 7: Commuting
Category 15: Investments
Categories 4, 5, 8, 9, 10, 11, 12, 13 and 14 are either not relevant or not significant and, therefore, have not been calculated.
Table 3: Group GHG emissions
Reporting year 2024 2023
Emissions scope UK
Rest of
World Total UK Rest of World Total
Total energy consumption (kWh) 1,011,280 996,334 2,007,614 434,361 855,391 1,289,752
Total energy from renewable sources (kWh) 799,597 417,475 1,217,072 267,193 409,426 676,619
% of energy from renewable sources 79% 42% 61% 62% 48% 52%
Scope 1 (tCO
2
e) 12 39 51 12 18 30
Scope 2 – location-based (tCO
2
e) 204 238 442 82 175 257
Scope 2 – market-based (tCO
2
e) 38 104 142 30 97 127
Total Scope 1+2 – location-based (tCO
2
e) 216 277 493 94 193 287
Total Scope 1+2 – market-based (tCO
2
e) 50 143 193 42 115 157
Emissions intensity for Scope 1+2 – locations-
based (tCO
2
e/FTE) 0.78 1.16 0.96 0.41 1.26 0.75
Emissions intensity for Scope 1+2 – market-
based (tCO
2
e/FTE) 0.18 0.60 0.38 0.18 0.75 0.41
Scope 3 emissions (tCO
2
e) 8,100 2,922 11,022 N/A N/A 4,415
* Due to a rounding methodology update, 2023 totals have been revised
ECP’s annual operational footprint has not yet been calculated for 2024. Its 2023 operational footprint is presented separately, as this
was prior to their acquisition by the Group. ECP’s 2023 calculation of operational emissions covers Scope 1 (88 tCO
2
e), Scope 2 (138
tCO
2
e), and Scope 3 category 6 (business travel, 657 tCO
2
e). It is intended that ECP’s emissions calculation timing and definitions will
align with the Group over time.
Within Table 3, we have estimated ECP’s 2024 contribution to the Group’s energy use and emissions, taking ECP’s 2023 energy use
and emissions as representative of their 2024 figures, and pro-rating these to reflect the Group portion of ownership from transaction
date to 2024 year-end.
Estimated emissions from financing activities
To calculate financed emissions, we follow the PCAF methodology and have also considered the guidance by the Initiative Climate
International (iCI) on Greenhouse Gas Accounting and Reporting for the Private Equity Sector.
We have estimated portfolio company emissions for our private equity portfolio and selected credit funds (covering 100% of private
equity and 81% of credit AUM). We also calculated the weighted average carbon intensity (“WACI”), measuring tonnes of CO
2
e
produced per million dollars of revenue.
ECP’s financed emissions for 2024 have been prorated to reflect Group ownership from the transaction date, while 2023 financed emissions
are not included in the table. For reference, ECP’s full 2024 financed emissions were 138 MtCO
2
e. ECP do not currently calculate WACI.
68
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Comparisons with the previous reporting year
Comparisons with the previous reporting year on GHG emissions:
Our Scope 1 emissions have decreased due to methodology
improvements and better data related to refrigerant leakage;
Scope 2 location and market-based emissions have increased by
35% and 11% respectively. This was driven by office changes
and increased office usage. Additionally, purchased electricity
increased due to the inclusion of purchased cooling (generated
by electricity) in the footprint;
The Scope 3 emissions of our operational footprint have
increased. This is the result of further enhancing our approach to
reporting, such as extending the scope of purchased goods and
services and capital goods. Additionally, business travel has
increased in 2024 compared to 2023 and remains one of the
largest contributors to our operational Scope 3 emissions behind
purchased goods and services.
Comparisons with the previous reporting year on financed
emissions:
Financed emissions (category 15) make up the majority of our
total footprint and have increased due to:
Improving the PCAF data quality used in the calculation:
In 2023 we incorporated company-reported GHG for 12
companies in our private equity portfolios, which
represented approximately 25% of private equity AUM
(PCAF data quality score 2). In 2024, we further expanded
to company-reported emissions for 26 companies in total
(~51% AUM), which raises our weighted average data
quality score (WADQ) to ~3.2;
In our credit strategy, we included additional funds in the
calculation, expanding the scope from 58% of AUM in
2023 to 81% in 2024, and have further increased the use of
reported emissions from credit portfolio companies, leading
to a WADQ of ~3.5; and
In 2025, and beyond, we aim to continue increasing the use
of reported emissions and calculate our financed emissions
with data quality score 2 to continue improving the
accuracy of the portfolio data we disclose.
The inclusion of financed emissions from ECP have increased
our total financed emissions significantly, given ECP’s energy
and infrastructure focus. The ECP emissions are collected
from portfolio companies where possible (79% of portfolio
companies), with the remaining financed emissions being
estimated, leading to a WADQ score of ~2.
Targets, performance, and key priorities
At a Group level, our approach to managing climate-related risks
and opportunities is defined by our work to reduce the impact of
our operations by committing to:
Procure 100% of the Group’s office electricity from renewable
sources, either through ‘green’ electricity tariffs or through the
purchase of energy attribute certificates. ECP has not previously
purchased such tariffs or certificates, which will be considered
following calculation of their 2024 office energy use;
Offset our residual emissions by purchasing carbon credits in
certified nature-based investment schemes which are in line with
the “beyond value chain mitigation” recommendations from the
Science-Based Targets initiative as part of their Net-Zero
standard. ECP has also previously offset its operational
emissions (Scope 1, 2 and 3 – business travel) and intends to do
so again for its 2024 emissions; and
Reduce our emissions through initiatives such as our UK
employees benefiting from electric vehicle lease and cycle to
work schemes as part of their benefits package.
Our efforts around climate-related risks and opportunities extend
into our private equity, credit and infrastructure portfolios:
We have set a long-term ambitious target of achieving net zero
emissions in our private equity portfolios by 2040;
We have committed to aligning to Article 8 of the Sustainable
Finance Disclosure Regulation (“SFDR”) across both the private
equity and credit funds; and
We aim to achieve and maintain full coverage of portfolio
company alignment to the ECP Core ESG Requirements
programme, which includes a requirement for each portfolio
company to have an ESG policy and provide GHG emission
reporting.
We aim to achieve and maintain full coverage of portfolio
company alignment to our respective strategies’ ESG
Requirements.
Table 4: Group financed emissions
Reporting year 2024 2023
Strategy
Total Emissions
(tCO
2
e)
WACI
(tCO
2
e/M$) (Scope 1, 2 and 3)
Total Emissions
(tCO
2
e)
WACI
(tCO
2
e/M$) (Scope 1, 2 and 3)
Private Equity 1,910,149 447 1,630,824 464
Credit 648,656 177 340,488 190
ECP 48,796,727
69
Strategic ReportBridgepoint Group – 2024 Annual Report & Accounts
The Group complies with the non-financial reporting requirements
contained in sections 414CA and 414CB of the Companies Act
2006. Details of our business model are included on pages 22
to25 and our principal risks and how we manage those risks are
included on pages 58 to 62. The following information is provided
having taken into account the information needs of the Group’s
different stakeholders.
Employee matters
We firmly believe that our people are our greatest asset. We aim
torecruit diverse and talented professionals who exhibit a passion
for performance and drive, to develop of staff through hands-on
learning and extensive training, and to foster a collaborative and
inclusive environment. We are committed to being an equal
opportunities employer and oppose all forms of unlawful
discrimination. We ensure our overall levels of remuneration
aredesigned to attract, develop and retain talented employees,
andare without gender bias.
Employee diversity
As at 31 December 2024, the Group had 513 permanent
employees, of whom 282 were male, and 231 were female. There
have been efforts to make sure we recruit the best possible talent
from a broad and diverse candidate pool. Our International
Associate Programme is a route from which we aim to develop
talent internally, and we ensure we have a gender balanced cohort
each year. In the Group’s investment teams, female representation
has increased to 37% (below partner level) and we focus on talent
development to ensure those with high potential to progress have
every opportunity to do so.
For more information see the Our people section on pages 26 to
29 and for further information on diversity data for the Board see
the Directors’ report on page 112.
Human rights
We are committed to preventing any form of slavery and human
trafficking. We seek to ensure there are no such practices in our
business and supply chain. Periodically, the Group reinforces
policies against modern slavery and human trafficking through
firm-wide training.
Our latest statement on modern slavery can be found on the
Company’s website at bridgepointgroup.com.
Whistleblowing
The Group has a whistleblowing policy that encourages colleagues
to report suspected wrongdoing as soon as possible, and an
externally managed whistleblowing reporting system is in place
that allows colleagues to raise concerns in confidence.
Whistleblowing matters raised are escalated as appropriate
totheAudit and Risk Committee.
Anti-bribery and corruption
We are committed to ethical business practices across all our
operations and investments. Our policy is never to offer, request or
receive bribes, and to refuse any request to pay them. We report
any instances of bribery or corruption we discover to relevant
regulators and authorities as appropriate. Our investment approach
includes a detailed review of bribery and corruption matters to
ensure we do not invest in companies or projects that engage in
corruption or appear to have a high risk of such behaviour. We
investigate and deal with all reported or identified cases of
corruption in line with our policy, which applies to all entities
within the Group wherever we do business.
Environmental matters
The Group’s disclosures in accordance with the Streamlined
Energy and Carbon Reporting requirements are within the TCFD
disclosures, with energy usage and emissions reported in tables 2
and 3 (page 68), and targets on page 69.
Non-financial and sustainability information statement
70
Bridgepoint Group – 2024 Annual Report & Accounts Strategic Report
Tim Score
Chair
Raoul Hughes
Chief Executive
Appointment
Appointed as a Non-Executive Director in June 2021 and Chair
inJuly 2024
Skills and experience
Tim has significant experience in the rapidly evolving global
technology landscape as well as many years of engagement
withboth mature economies and emerging markets.
Previous senior appointments include as Chair of British Land,
Deputy Chair and Senior Independent Director of Pearson, Senior
Independent Director of National Express, Non-Executive
Director of HM Treasury, and CFO of ARM Holdings.
Tim is a Non-Executive Director of the Football Association
andsits on the Board of trustees of the Royal National Theatre.
Heis Chair of the national cricket charity Chance to Shine.
Appointment
Appointed Chief Executive in October 2023
Skills and experience
Raoul joined the Group in 1988 and has over 30 years of
experience within the alternative assets market and has been
extensively involved in private equity investments across Europe.
Raoul is Chair of the Group Management Committee.
Raoul has a degree in Business Administration from the University
of Bath where he also supports a number of PhD programmes.
Board of Directors
71
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Board of Directors continued
Angeles Garcia-Poveda
Independent Non-Executive Director
Carolyn McCall DBE
Independent Non-Executive Director
Appointment
Appointed in June 2021
Skills and experience
Angeles is an international executive with extensive experience
ingovernance.
She is currently Chairperson of the Board of Legrand SA, the CAC
40 global specialist in electrical and digital building infrastructure,
where she has been lead independent director and chaired the
Nominations, Governance and Remuneration committees. She is
an independent director at Edenred
1
, listed in the French CAC 40
index, and sits on the Board of Directors of Puig and the French
Institute for Sustainable Finance. She sits on the French High
Committee for Corporate Governance and is a member of the
Medef Executive Committee. She also spent 14 years with the
Boston Consulting Group, where she worked as a consultant in
Madrid and Paris prior to another 15 years with Spencer Stuart
where she was part of the global Management Team and served
asa director.
Other significant appointments
Chairperson of the Board, Legrand S.A.
Non-Executive Director, Edenred S.E.
1
Non-Executive Director, Puig Brands, S.A.
1. Mandate will finalise in May 2025
Appointment
Appointed in July 2021
Skills and experience
Carolyn is a seasoned chief executive with a strong track record
invalue creation and business transformation.
She is currently Chief Executive of ITV plc, having previously
been Chief Executive of easyJet. She has also held various
commercial and management roles at the Guardian Media Group,
including CEO of Guardian Newspapers Ltd before becoming
Group CEO in 2006. She has served on the Boards of a number of
publicly listed global companies, including Tesco, Lloyds Bank
Group, New Look and Burberry where she served as Senior
Independent Director.
Carolyn joined the Board of the Royal Opera House Covent
Garden Foundation in 2024, and is the newly appointed President
of The Marketing Society. She served as a trustee of the Royal
Academy for 8 years. In 2016 she was awarded a DBE for services
to the aviation industry and received an OBE in 2008 for services
to women in business.
Other significant appointments
Chief Executive, ITV plc
72
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Ruth Prior
Group Chief Financial Officer
Archie Norman
Senior Independent Director
Appointment
Appointed in September 2024
Skills and experience
Ruth has extensive experience of global and high growth
companies with a strong interest in technology and change.
Prior to joining the Group, Ruth held CFO roles at Element,
atesting, inspection and certification services firm, as well
asWilliam Hill plc. She was also Deputy CFO and COO
ofWorldpay, a global payment-processing business, helping
leadthe digital transformation and preparation of the business
forits IPO in 2015.
Earlier in her career, Ruth spent nearly ten years in a variety
ofoperational and financial roles within private equity across
avariety of sectors including waste, renewables, music,
publishingand retail.
Ruth is a qualified accountant with a degree in Biochemistry.
Appointment
Appointed in June 2021
Skills and experience
Archie has a breadth of business experience and an extensive
track record in business change, having led the transformation
of a number of major UK businesses. He has served on the board
of a number of publicly listed companies in the UK and
internationally.
He is currently Chairman of Marks and Spencer plc, M Group,
Global Counsel and Signal AI and has served as Chairman of ITV
plc and of Lazard UK. He has also served as Lead Non-Executive
Director at the Department of Business, Energy and Industrial
Strategy. Amongst other positions he has held during his career,
Archie has previously served as Chief Executive and Chairman
ofASDA plc and Finance Director of Kingfisher plc. He has served
as a Non-Executive Director on the Board of British Rail, Railtrack
and Geest, and has also served as a Member of Parliament in the
House of Commons of the Parliament of the United Kingdom
foreight years.
Other significant appointments
Chairman, Marks and Spencer plc
73
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Cyrus Taraporevala
Independent Non-Executive Director
Appointment
Appointed in January 2023
Skills and experience
Cyrus is a highly respected industry leader in asset management
with more than 30 years of experience, having successfully
led and grown global businesses of scale.
He is currently a Non-Executive Director of Shell plc and Pfizer
Inc. Previously he was President and Chief Executive Officer of
State Street Global Advisors from 2017 to 2022. Prior to joining
State Street, Cyrus held numerous leadership roles in asset
management including at Fidelity, BNY Mellon, Legg Mason
andCitigroup. Earlier in his career, Cyrus was a partner at
McKinsey & Company, based in New York and Copenhagen.
Cyrus serves as a Board member of two non-profits: the Trustees
of Reservations, a Massachusetts-based conservation organisation,
and GBH, a public media producer, distributor, broadcaster
and content creator.
Other significant appointments
Non-Executive Director, Shell plc
Non-Executive Director, Pfizer Inc.
Audit and Risk Committee
Key
Nomination Committee
Remuneration Committee
Committee Chair
ESG Committee
Board of Directors continued
74
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Chair’s governance
review
Tim Score
Chair
Stakeholder engagement
A full review of stakeholder engagement can be found in the
Strategic Report on pages 30 to 35.
Corporate Governance Code compliance
The governance report explains the key features of the
Group’sgovernance framework. The Board remains committed
tomaintaining high standards of corporate governance, and the
Group complies with all of the provisions of the Corporate
Governance Code. Further details are set out on page79.
Board performance review
In accordance with the Corporate Governance Code, an annual
Board performance review was undertaken during 2024, covering
the Board, its committees and the Board members. Following
myappointment as Chair during the year, it was considered
appropriate that the internal evaluation for 2024 would be led
byme. The review concluded that the Board and its committees
were operating effectively, but some recommendations were made
to further improve performance, including:
scheduling Board sessions with senior executives on a rotating
basis rather than on an ad hoc basis;
scheduling additional time outside of Board and committee
meetings for Non-Executive Directors and the Chair to meet;
and
the Chief Executive holding informal update calls for Board
members between scheduled meetings, where relevant.
Annual General Meeting
The Company’s AGM will take place at 11.30 a.m. on 15 May
2025 at the Group’s London office at 5 Marble Arch, London,
W1H 7EJ. The notice of meeting and related explanatory notes
contain further details.
Tim Score
Chair
Find out more: bridgepointgroup.com
In 2024 the Board conducted a series of in-depth reviews
ofbusiness strategy and performance. A key area of focus
wasdelivering the final stages of the ECP transaction, adding
infrastructure investing to the Group’s platform and driving a
material increase in AUM. This represents the completion of the
first step in the delivery of the strategy announced at the time
ofthe IPO in 2021.
The Board also discussed the financing arrangements for the
Group including the $430m notes issuance in a US private
placement, and received comprehensive updates on the business.
The Board continues to engage withcolleagues across the Group,
with one of the Board meetings being held in the Group’s New
York office.
Board composition
In July 2024 I was appointed as Chair, succeeding William
Jackson. After three years as a listed business, it was a good time
for the Group to transition to having an independent non-
executive Chair, while allowing the Group to benefit from
William’s knowledge and experience through his ongoing
involvement with the private equity business.
Following my appointment as Chair, Cyrus Taraporevala has
kindly agreed to be the Chair of the Audit and Risk Committee
onan interim basis until an additional Non-Executive Director
isappointed to take on the role.
In September, Ruth Prior was appointed as the Group’s Chief
Financial Officer, succeeding Adam Jones.
Further details are contained in the Nomination Committee report.
75
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
1. Our governance framework
Below is a summary of the Group’s governance structure.
Board
Responsible for providing leadership, including
setting the Group’s purpose, strategy and values,
and promoting its long-term sustainable success.
A full schedule of matters reserved for the Board
isavailable at bridgepointgroup.com
Committees
The Board has established the following
committeestoassist it.
The terms of reference for the Audit and Risk,
Remuneration, Nomination and ESG Committees
areavailable at bridgepointgroup.com
Audit and Risk Committee
The Audit and Risk Committee oversees external
and internal audits, and the Group’s financial reporting
and disclosure. It also oversees the Group’s risk
management framework and system of internal
controls.
Remuneration Committee
The Remuneration Committee determines the
remuneration policy for Directors. It reviews
performance-related pay schemes for Executive
Directors and senior management, and share-based
incentive plans for the Executive Directors.
Nomination Committee
The Nomination Committee evaluates the
composition and performance of the Board
andsenior executive team. It ensures that plans
arein place for orderly succession for appointments
to the Board and senior management, and considers
candidates for Board positions.
ESG Committee
The ESG Committee assists the Board with its
oversight of environmental, social and governance
matters.
Disclosure Committee
The Disclosure Committee evaluates the need
forannouncements to the market and signs off
andapproves the release of RNS announcements
relating to financial results or other material
information. The Disclosure Committee
comprisesRaoul Hughes, Tim Score, Ruth Prior
andArchie Norman.
Chief Executive,
Group
Management
Committee &
Group Operating
Committee
The Board delegates day-to-day responsibility for running the Group to the Chief Executive. The Chief
Executive is assisted in this role by the Group Management Committee, which oversees implementation
ofthe overall strategy of the Group as determined by the Board, and the Group Operating Committee,
which manages day-to-day operations and the Group’s professional services.
Corporate governance report
76
Bridgepoint Group – 2024 Annual Report & Accounts Governance
2. Board roles and responsibilities
The Board provides entrepreneurial leadership and direction to the Company. The Board promotes the long-term sustainable success
ofthe Company, generating value for shareholders and contributing to wider society. The Board is also responsible for oversight
oftheGroup’s governance and internal controls.
Broadly, key executive and non-executive responsibilities are divided as follows:
Chair
Leads the Board and is responsible for the overall effectiveness of the Board and its committees
Promotes a culture of openness and debate on the Board, facilitating effective contribution
from Non-Executive Directors
In conjunction with the Chief Executive, ensures effective communication between the Board and
shareholders, and represents the Company with external stakeholders
Ensures Directors are made aware of significant shareholder and stakeholder concerns
Oversees the annual evaluation of the performance and effectiveness of the Board
Chief Executive
Runs the Group on a day-to-day basis
Proposes the Group’s strategy and implements the strategy approved by the Board
Ensures that the Board is aware of the views of executive management on business issues, and ensures
that the Board is provided with accurate, timely and clear reporting
In conjunction with the Chair, ensures effective communication between the Board and shareholders,
andrepresents the Company with external stakeholders
Leads the Group Management Committee
Group Chief
Financial
Officer
Provides strategic financial leadership to the Group and oversees the finance function on a day-to-day
basis
Develops strategies for consideration by the Board, alongside the Chief Executive and executive
management
Leads the development of annual budgets for Board approval
Leads the Group Operating Committee
77
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Corporate governance report continued
Board roles and responsibilities continued
Senior Independent
Director
Acts as a sounding board for the Chair
Leads meetings of the Non-Executive Directors at least annually to appraise the Chair’s performance
Is responsible for an orderly succession process for the Chair
Non-Executive
Directors
Bring special expertise to the Board
Constructively challenge and hold to account the Executive Directors against agreed performance
objectives
Monitor the delivery of the Group’s strategy within the risk and control framework set by the Board
Monitor the integrity and effectiveness of the Group’s financial reporting, internal controls and risk
management systems
Group Company
Secretary
Responsible for advising, in conjunction with the Group General Counsel, the Board on legal, governance
and listing matters and assisting the Board in all governance-related matters
Provides support to the Board and its committees, ensuring that they have the resources required
to operate effectively
Maintains the books and records of the Group, and prepares minutes of Board meetings
3. Board activities
During 2024, the Board met six times and among other areas discussed:
the final stages of the ECP transaction;
updates on the performance of each of the Group’s strategies and funds, as well as the fundraising process for funds in the market;
the private wealth opportunity;
a review of strategy and proposed updates to it;
developments in generative AI and the opportunities and challenges that this gives rise to;
the US private placement notes issuance;
the results of an employee engagement survey;
engagement with the Company’s shareholders;
financial reporting matters and approval of the Group’s 2023 Annual Report and 2024 interim results;
the 2025/6 budget, and progress against the 2024 budget;
the 5-year medium term plan; and
legal and governance updates.
Board meetings have standing agenda items which ensures that key aspects of the business are given due consideration.
78
Bridgepoint Group – 2024 Annual Report & Accounts Governance
The attendance at Board and Committee meetings in 2024 is set out below, along with the number of meetings attended by individual
Directors, and the total meetings that they were entitled to attend.
Name Board* Audit and Risk Remuneration Nomination ESG
William Jackson 3/3** 0/1
Tim Score 6/6 3/3**** 3/3
Raoul Hughes 6/6
Adam Jones 4/4***
Ruth Prior 2/2***
Angeles Garcia-Poveda 6/6 4/4 3/3 2/2
Dame Carolyn McCall 6/6 5/6 3/3 2/2
Archie Norman 6/6 6/6 4/4 3/3
Cyrus Taraporevala 6/6 6/6 4/4 3/3
* In addition to the six formal Board meetings held, a strategy day was attended by all Directors, and a sub-committee of the Board met in relation to the combination with ECP.
* * William Jackson stepped down from the Board on 1 July 2024.
** * Ruth Prior succeeded Adam Jones on the Board on 1 September 2024.
*** * Tim Score ceased to be a member of the Audit and Risk Committee on appointment as Chairman on 1 July 2024.
4. Culture
The Group’s core values of ‘We do what we say’, ‘We do the right thing’ and ‘We act with intelligence and humility’ underpin a strong,
professional and inclusive culture. The Board had a number of opportunities to monitor and review the Group’s culture throughout the
year, including through Directors visiting the Group’s office in New York, the employee engagement survey and ad hoc meetings
between colleagues and Directors. The Board recognises the contribution of the Group’s unique culture to the success of the business and
is satisfied that it is aligned with the Company’s purpose, values and strategy. No specific corrective action was requested ofmanagement
during the year.
5. Conflicts of interest
In accordance with the Company’s Articles the Board has a formal system in place for Directors to declare conflicts of interest
andforsuch conflicts to be considered for authorisation.
In circumstances where a potential conflict arises, the Board (excluding the Director concerned) will consider the situation and either
authorise the arrangement in accordance with the Companies Act 2006 and the Company’s Articles or take other appropriate action.
All potential conflicts authorised by the Board are recorded in a register which is maintained by the Company Secretary. Directorshavea
continuing duty to update the Board with any changes to their conflicts of interest.
6. Compliance with the Corporate Governance Code
The Company is subject to the 2018 Corporate Governance Code for the year ended 31 December 2024, which is publicly available
atwww.frc.org.uk.
During 2024 the Company has applied the principles of the Corporate Governance Code and since the appointment of Tim Score
asChair on 1 July 2024 has complied with all of the provisions of the Corporate Governance Code.
Prior to 1 July 2024, the Company complied with all of the provisions of the Corporate Governance Code subject to one exception.
Provision 9 of the Corporate Governance Code recommends that, on appointment, the Chair of a company should be independent
when assessed against the circumstances set out in provision 10. The Chair of the Company prior to 1 July 2024, William Jackson, was
not independent on appointment. The Nomination Committee determined at the time of the Group’s IPO that William acting as the
Group’s Chair would be in the best interests of the Group, providing stability and continuity following the Company’s IPO. However,
three years on from the IPO it was felt that it was an appropriate time to transition to an independent non-executive Chair.
79
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Nomination
Committee report
Archie Norman
Chair of the Nomination Committee
The Parker Review target was satisfied throughout 2024, and
following the appointment of Ruth Prior as CFO three out of
seven Directors are women. During 2025 it is intended that there
will be two Non-Executive Director appointments, with a focus
onfurther complementing the calibre, breadth of expertise
anddiversity of thinking amongst Board members. It is expected
that one of the appointees will become Chair of the Audit
andRiskCommittee.
Senior management and direct reports
As at 31 December 2024, of the 15 members of the Group
Management Committee and the Group Operating Committee,
three were women, and of the 65 direct reports to members
ofthese committees, 20 were women.
Archie Norman
Chair of the Nomination Committee
Find out more: bridgepointgroup.com
During 2024 the Nomination Committee
oversaw the appointment of Tim Score
asthe Group’s first independent non-
executive Chair and Ruth Prior’s
appointment as Chief Financial Officer.
The Committee continued the search for further Non-Executive
Directors with complementary skills and experience.
Board composition and appointments
Following a Nomination Committee led process, including external
benchmarking, on 1 July 2024 Tim Score was appointed as the
Group’s first independent non-executive Chair, succeeding
William Jackson. Tim has been a Non-Executive Director since the
Company’s IPO in 2021 and is an experienced Chair, having been
Chair of British Land for a number of years. The Group still
benefits from William’s knowledge and experience through his
ongoing involvement with the private equity business.
On 1 September 2024 Ruth Prior succeeded Adam Jones as the
Group Chief Financial Officer. Adam played a critical role in the
Group’s first three years as a listed company, and Adam and the
Board agreed that it was the right time to hand over the CFO reins
ahead of the next period of growth. Ruth is a highly experienced
CFO, both in relation to listed and private companies, and she had
a key role intheCompany’s Capital Markets Day in October.
80
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Audit and Risk
Committee report
Cyrus Taraporevala
Interim Chair of the Audit and Risk Committee
Of particular focus this year is:
The work undertaken relating to the integration of ECP, where
the Committee has reviewed the transaction accounting and
disclosures, as well as received regular updates on key integration
workstreams in finance, legal, tax, compliance, treasury and IT;
Review of the work performed by the internal auditor in respect
of internal controls, which has included cyber security risk,
ESGgovernance, accounts payable processes and the Group risk
management framework;
Assessing the plans of the Group torespond to changes to the
UK Corporate Governance Code applicable to accounting
periods beginning on or after 1 January 2026; and
Reviewing the content and integrity of the full-year and
half-year financial reporting, including the Annual Report.
I wish to thank my fellow members of the Committee for their
contributions during the year and I look forward to continuing
ourwork in 2025.
Cyrus Taraporevala
Interim Chair of the Audit and Risk Committee
Find out more: bridgepointgroup.com
I am pleased to present the report
oftheCommittee for the year ended
31 December 2024. The Committee
assists the Board to fulfil its oversight
responsibilities relating to financial
reporting and the internal controls
andrisk management of the business.
Thisreport outlines how the Committee
discharged these responsibilities and
thekey topics it considered in doing so.
I was delighted to step in as Interim Chair for the Committee in place
ofTim Score on his appointment as Chair of the Company.
The work programme of the Committee varies with the point in the
annual cycle, including reviewing the full-year and half-year financial
reporting, oversight of the work performed by the internal and
external auditors and a review of the risk management and internal
control frameworks.
Details on activities undertaken by the Committee in relation
toeachof these areas are contained in the Committee report on
thefollowing pages.
81
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Audit and Risk Committee report continued
Committee governance
Meetings
The Committee meets regularly, at least three times a year. In
carrying out its duties, the Committee is authorised by the Board
to obtain any information it needs from any Director or employee
of the Group. The Committee met six times during 2024 and has
met twice since the end of the year ahead of publication of the
Annual Report.
Composition
The Committee possesses a good balance of skills and knowledge,
including financial sector experience. In 2024, the Audit and Risk
Committee comprised four independent Non-Executive Directors,
all of whom have financial or related business experience due
tothe senior positions they hold or have held in other listed
orpublicly traded companies or similar large organisations.
After three years, Tim Score stepped down as Chair and as a
member of the Committee as he took on the role of Chair of the
Company. CyrusTaraporevala has taken on the role of Interim
Chair oftheCommittee until a permanent Chair is chosen. Cyrus
has substantial asset management industry experience and has
been amember of the Audit and Risk Committee since 1 January
2023. He also serves as a Board member and member of the Audit
Committees of Shell plc and Pfizer Inc. The qualifications and
relevant experience of the other Committee members are detailed
on pages 72 to 73.
The Group CFO is not a member of the Committee but attends
meetings at the invitation of the Chair of the Committee. Forvis
Mazars LLP, as external auditor, and members of the Group’s
Finance team also regularly attend meetings. Deloitte, who provide
co-sourced internal audit services to the Group’s internal audit
function, are also invited to attend each meeting.
The Committee meets separately with the external auditor at least
twice a year to ensure that they are receiving full cooperation from
management and are obtaining all the information they require.
The external auditor is able to raise matters directly with the Audit
and Risk Committee if they consider that it is desirable to do so.
In addition, the Chair of the Committee meets with the external
auditor and members of the Finance team separately, as
appropriate, throughout the year.
Terms of reference
The Committee has formal terms of reference which can be
accessed on our website at bridgepointgroup.com.
The terms of reference are reviewed by the Board on a regular
basis.
Effectiveness
The operations of the Audit and Risk Committee were reviewed as
part of the Board evaluation undertaken in 2024. The Committee
was found to be operating effectively, and more details on the Board
effectiveness review more generally can be found on page 75.
Principal responsibilities of the Committee:
Financial reporting External audit Internal audit
Risk management
and internal controls
Monitoring the integrity and
quality of the financial
statements of the Company,
including any formal
announcement relating to
financial performance, and
reviewing and challenging
where necessary major issues
regarding accounting
principles, policies, practices,
judgements and presentation.
Oversight of the external
auditor, reviewing the
effectiveness of the external
audit process, making
recommendations to the
Boardon the appointment,
re-appointment and removal
ofthe external auditor, and
developing policy on the
engagement of the external
auditor to supply non-audit
services.
Oversight of the internal
auditor, reviewing the work
performed by the internal
auditor, and reviewing the
effectiveness of internal audit,
including its plans
and resources and making
recommendations to the Board
on the appointment, re-
appointment and removal of
the internal auditor.
Monitoring the adequacy and
effectiveness of the Company’s
internal controls and risk
management systems.
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Areas of focus in relation to financial reporting
Areas of focus considered by the Committee in relation to financial reporting for the year ended 31 December 2024, and the actions in
respect of these matters, are set out in the following table:
Matter Work undertaken
Alternative performance measures
The Group uses a number of alternative performance measures,
including, but not limited to:
EBITDA;
Underlying EBITDA;
Underlying EBITDA margin;
PRE;
FRE;
FRE margin;
Underlying profit before tax; and
Underlying profit before tax margin.
A full list can be found on pages 205 to 209.
The Committee discussed the alternative performance measures
used by the Group, considering their appropriateness.
As the ECP transaction completed during the year, the Group’s
performance has been presented to include measures that include
ECP as if the transaction had occurred on the first day of the year,
as well as those required under IFRS from the date that the
transaction actually concluded.
The Committee was satisfied that the alternative performance
measures selected, including those relating to ECP, provide useful
complementary information to stakeholders, and do not detract
from the IFRS measures.
The Committee was also satisfied with the adequacy
ofthedisclosure of the reconciliation of the alternative
performance measures with the IFRS measures included
withinthe Annual Report.
Exceptional items
The Group’s income statement includes exceptional items which
are separately disclosed. In addition, the alternative performance
measures used by the Group may exclude certain transactions.
The identification of exceptional and excluded items involves
judgement.
The Committee reviewed the items selected by management for
treatment as exceptional or excluded items in the financial
statements, which for the year ended 31 December 2024
principally related to the business combination with ECP.
In addition, the Committee was satisfied that the disclosure of
these items as exceptional or excluded was appropriate and in line
with the Group’s accounting policies and reconciled tothe IFRS
measures.
Consolidation
The Group holds investments in a number of funds, carried
interest partnerships and CLOs which it manages. Judgement
isrequired to be exercised in terms of assessing whether these
investments are controlled by the Group and therefore need
tobeconsolidated into the Group’s financial statements.
The Committee reviewed management’s assessment of
investments that the Group is deemed to control in accordance
with IFRS 10 “Consolidated Financial Statements”, and their
treatment within the financial statements, which for the year
ended 31 December 2024 included consideration of the
treatment of CLO 7 and 8.
The Committee concluded that it was satisfied with
management’sassessment.
Revenue recognition
Revenue recognition for the Group’s management fees
isnotcomplex. The recognition of carried interest and
investmentincome revenue is more complex and involves
estimates and judgement.
The Committee reviewed the recognition of management fees,
carried interest and investment income. The Committee carefully
considered the estimates and judgements applied in the recognition
of carried interest income, including the discounts applied to the
fair value of unrealised investments and how it was applied to
funds depending upon the stage and maturity profile of each fund.
The Committee concluded it was satisfied that revenue had been
properly recognised in the financial statements.
83
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Audit and Risk Committee report continued
Matter Work undertaken
Investment valuation
The Group’s co-investments represent a significant portion of the
consolidated balance sheet. As these are mainly unquoted and
illiquid, considerable professional judgement is required in
determining their valuation.
The Committee reviewed the methodologies used to value the
Group’s investments in private equity, infrastructure and credit
funds, the process and governance over the valuations and the
outcome of that process as at 31 December 2024.
Specifically, during 2024, the Committee:
reviewed how multiples are selected for application in the
valuation of private equity investments and the more significant
changes during the year (increases and decreases);
reviewed the methodologies and judgements made
inthevaluation processes by ECP and ensured those
wereinline withthose of the Group;
reviewed changes to the disclosures of estimates used
ininvestment valuation within the financial statements;
reviewed how ESG factors are considered in portfolio company
valuations; and
reviewed the inputs used within the discounted cash flow
model in respect of the CLO notes.
Having challenged the approach to valuation taken by
management, the Committee was satisfied with the approach
taken as at 31 December 2024 and the disclosures made within
the financial statements.
Effective tax rate
The Group is subject to normal full tax rates in the jurisdictions in
which it operates. However, its current effective tax rate is lower
than the UK statutory tax rate. This is because of timing
differences in when the Group’s income is taxed and the Group
has tax losses carried forward in the UK. Taken together these are
key drivers in the difference in the rate.
The Committee reviewed the way in which the tax charge for
theyear had been determined, including the recognition and
utilisation of tax losses carried forward and the reconciliation
ofthe effective tax rate to the UK statutory rate.
The Committee also considered how the acquisition of ECP
impacted the effective tax rate of the Group, both in the statutory
and pro forma numbers presented these accounts and the
guidance presented on the Group’s performance going forwards.
The Committee concluded that it was satisfied with management’s
approach to the calculation of tax.
Accounting and disclosures relating to the ECP
transaction
The Group’s financial statements incorporate ECP from the date
of acquisition. IFRS requires the fair valuation of identifiable
assets and assumed liabilities at the acquisition date along with
any goodwill and intangible assets, along with detailed disclosures
to be included within the financial statements.
The Committee considered how the opening balance sheet for the
ECP transaction was derived, including the fair value ofacquired
assets and liabilities assumed and the recognition ofassets and
liabilities that have not been previously reported inthe acquiree’s
financial statements, such as intangible assets.
The Committee reviewed the proposed disclosure which
isincluded in the financial statements.
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Matter Work undertaken
Viability statement and going concern
The appropriateness of preparing the Group financial statements
on a going concern basis, and whether the assessment undertaken
by management regarding the Group’s long-term viability
appropriately reflects the prospects of the Group and covers
anappropriate period of time.
The Committee considered whether management’s viability
statement assessment adequately reflected the Group’s key risks
as disclosed on pages 58 to 62, whether the period covered by the
statement was reasonable given the strategy of the Group, the risk
scenarios selected by management and the environment in which
the Group operates, along with the impact of the ECP transaction
on Group cash balances and the additional borrowing facilities
that have positively impacted the liquidity options available to the
Group.
As a result of the assessment undertaken, the Committee was
satisfied with the approach taken for the viability assessment
andthat the going concern basis of preparation is appropriate.
Climate-related financial disclosures
The Group is required to make certain disclosures in relation to
the TCFD recommendations and makes additional recommended
disclosures within the Annual Report on how the Group integrates
climate risks and opportunities into business and investment
decisions. It also provides data on direct greenhouse gas emissions.
The Committee reviewed the way in which the Group’s
ESGstrategy has been articulated within the Annual Report,
including TCFD disclosures.
The Committee concluded that it was satisfied with the
disclosures included.
2024 Annual Report
Under the Corporate Governance Code, the Board should
establish arrangements to ensure that the Annual Report presents
a fair, balanced and understandable assessment of the Group’s
position and prospects.
The Committee was provided with drafts of the Annual Report
and provided feedback on areas where further clarity or
information was required to provide a complete picture
oftheGroup’s performance.
The Committee members were also provided with the final draft
for review as part of the final sign-off.
85
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Audit and Risk Committee report continued
Risk management and internal controls
Details of the Group’s risk management process and the management and mitigation of key risks can be found on pages 57 to 62.
The Board, through the Committee, has carried out a review of the principal risks facing the Group and agreed with how they have been
represented within the Annual Report.
Areas of focus considered by the Committee in relation to risk management and internal controls, and the actions in respect of these
matters, are set out in the following table:
Matter Work undertaken
Acquisition of ECP
The Committee received regular updates on the status of the
integration of ECP. This included details on the key integration
risks and activities relating to finance, tax, treasury, legal,
compliance and IT.
Risk management framework
The Committee reviewed papers related to the key risks,
including cyber security, oftheGroup throughout the year.
TheCommittee reviewed proposed changes to the Group’s
enterprise risk management framework, including review
oftheproposed risk appetite framework.
Finance systems
The Committee reviewed details of the Group’s plans to
modernise its finance system infrastructure, including the roll
outof a new consolidation system and general ledger.
This Committee were provided with the implementation plan,
status updates and a summary of the enhancements the systems
would make to the Group’s financial control framework.
Auditor independence
Considering the ECP transaction, the Committee reviewed the
services provided to the Group by networked accounting firms
and the regulations that govern what services can be provided
under each applicable set of auditor independence rules. The
Committee reviewed the services provided by some firms prior to
the completion of the ECP transaction which were required to be
terminated in order for those firms to be considered independent
of the relevant entities.
Corporate Governance Code updates
The Committee reviewed proposals on the way in which it is
proposed that the Group responds to changes to the Corporate
Governance Code in relation to the monitoring and reporting
ofinternal controls over risks and financial reporting.
86
Bridgepoint Group – 2024 Annual Report & Accounts Governance
External and internal audit
External audit
Forvis Mazars LLP were appointed as the Group’s external auditor
for thefinancial year ended 31 December 2024. They have now
served for four years as appointed auditor.
The Committee’s responsibilities include making a
recommendation on the appointment, re-appointment and
removal of the external auditor and overseeing their effectiveness
and independence.
The Committee discussed and agreed the scope of the audit prior
to it commencing. This included a review of the:
Audit scope and approach, including the entities that would
bein the scope of the audit for the consolidated financial
statements;
Timeline for the audit, including the audit of subsidiary
companies;
External auditor’s view of significant and enhanced risks
ofmisstatement in the financial statements;
Materiality levels used to plan and perform audit testing;
Key audit matters and other judgement areas within the
financial statements; and
Engagement terms, including the proposed audit fees.
The Committee subsequently reviewed reports from the external
auditor setting out the status of:
Interim audit testing, including a review of technical accounting
matters and areas of estimates and judgements;
Final audit testing, including conclusions in respect of the
adequacy of disclosures within the financial statements;
Unadjusted misstatements that they had found in the course
oftheir work, which were immaterial; and
Work performed over the directors’ viability and going concern
statements.
In order to assess the quality and effectiveness of the external audit,
the Committee has reviewed the audit process and the quality and
experience of the audit team engaged in the audit, including the
extent to which they had demonstrated competence, objectivity and
professional scepticism. The Committee noted the receipt of quality
reports with detailed information on the scope and results of their
work, including challenges to management judgements.
Non-audit services provided by the external auditor
Forvis Mazars LLP are primarily engaged to carry out statutory
audit work. There may be other services where the external
auditor is considered to be the most suitable supplier by reference
to its skills and experience. A policy is in place for the provision
ofnon-audit services by the external auditor, to ensure that the
provision ofsuch services does not impair the external auditor’s
independence or objectivity, in accordance with the FRC’s
RevisedEthical Standard.
The fee for non-audit services was nil the year ended
31 December 2024. Details of all fees charged by the external
auditor during the year are set out on page 157.
The Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order
2014 (the “Order”)
Forvis Mazars LLP were first appointed as statutory auditor of the
Company following a competitive tender process, and the Company
confirms its compliance with the Order. Any recommendation by
the Audit and Risk Committee in relation to the (re-)appointment
of the statutory auditors will take account of the statutory auditor’s
skills, experience and performance andthe value for money offered.
Internal audit
The Group’s internal audit function is accountable to the Audit
and Risk Committee and uses a risk-based approach to provide
independent assurance on the adequacy and effectiveness of the
control environment. Deloitte LLP provide co-sourced internal
audit services to the Group’s internal audit function, having been
appointed in 2022.
An audit plan has been developed for a three-year period, which
envisaged approximately four audits per year across the Group’s
various business units and was subject to review and challenge by
the Committee before being approved.
Each review evaluates the design and operational effectiveness
ofthe controls in place to address the risks identified.
During the year a number of audits were completed, which
included reviews of:
Cyber security;
ESG governance;
Group risk management framework;
accounts payable processes;
Implementation of Netsuite (phase 1 - project management); and
Luxembourg regulatory compliance.
In addition, a number of audits were commenced, whichrelated to
marketing and distribution, Netsuite (phase 2 –implementation)
and ECP investment governance.
The progress of management action plans is reported to the
Committee at each meeting.
87
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
ESG Committee
report 2024
Carolyn McCall DBE
Chair of the ESG Committee
Introduction
Bridgepoint’s ESG Committee comprises two independent
Non-Executive Directors: myself and Angeles Garcia-Poveda. The
Committee is supported by a number of individuals within
Bridgepoint, including the Sustainability team. Ruth Prior, CFO,
has executive Board-level responsibility for ESG matters.
The Committee’s purpose is to assist the Board in fulfilling its
oversight responsibilities in relation to ESG matters and policy
execution. It also monitors sustainability performance and risk
indicators across the Group and the investment portfolio. It aims
to provide useful input and challenge into the overall ambitions in
respect of ESG and DEIB matters as well as the management
activities that support these ambitions.
As chair of the ESG committee I was pleased to welcome ECP into
the Bridgepoint Group during 2024. ECP is a leader in the energy
transition space with demonstrable market leadership in
decarbonisation, affordability and reliability and energy security.
Work of the Committee in 2024
During the year the Committee has continued to oversee ESG
matters at a Group level as well as responsible investment, which is
devolved in practice to the Business Units.
At a group level, 2024 saw the important milestone of the Group’s
first double materiality assessment. Conducted by an independent
firm, this involved interviews and surveys with a wide range of
internal and external stakeholders. Key priorities in responses
included governance, talent development and retention,
responsible investing, inclusion, diversity, transparency and cyber
security. This follows a similar exercise undertaken by ECP in
2022 and it is planned to repeat it on a group wide basis
periodically.
In parallel, collaboration with ECP since completion in August has
been an important focus. During 2024 we replaced our ESG data
platform firm portfolio wide with a common provider across all
three business units. This has enhanced portfolio monitoring and
insight and enabled continued progress with TCFD compliance as
set out on page 63.
In relation to responsible investing, all private equity and credit
funds launched during the year were classified as Article 8 under
SFDR and I am pleased to report that the Group again received
five star ratings from the United Nations PRI. This reflects
continued focus by the investment teams on all aspects of the
investment process, detailed on-boarding for all new investment
colleagues and portfolio companies and continued provision of
support, training and advice, as appropriate for portfolio
companies.
With respect to DEI, the Group undertook a firm-wide census in
2024 to capture demographic and social mobility data. It is our
belief that a balanced approach to diversity and merit-based hiring
strengthens Bridgepoint and the portfolio by fostering innovation
and diverse perspectives. The key challenge is creating a pipeline
of qualified candidates rather than relying on quotas, ensuring that
the best candidates rise to leadership positions.
People matters are covered in detail on pages 26 to 29. Since
2017 the Group has focused on gender balanced entry level
recruitment which has resulted in 38% of investment professionals
below Partner being female. The Group continued to participate in
a number of people initiatives in 2024, including events for
International Women’s Day, Mental Health Awareness and
Inclusion week, where the Group welcomed Dame Kelly Holmes
and introduced inclusive leadership training.
Priorities for 2025
For 2025, our focus will continue to be on Group level ESG
commitments and the ongoing application of our responsible
investment practices across the life cycle of investments. In
parallel, we will continue to progress TCFD compliance with closer
integration with ECP as appropriate and, importantly, will use the
results of the first double materiality survey to inform and refine
our approach to sustainability. Finally, 2025 will see a refreshed
approach to Bridgepoint’s Charitable Initiatives with enhanced
financial commitments.
Carolyn McCall DBE
Chair of the ESG Committee
Find out more: bridgepointgroup.com
88
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Remuneration
Committeereport
Angeles Garcia-Poveda
Chair of the Remuneration Committee
As a committee, we are pleased to confirm that during 2024,
remuneration arrangements both for Executive Directors
andthewider workforce have continued to operate in line
withthe Remuneration Policy and philosophy.
Financial performance
Business performance in the year ended 31 December 2024 has
been strong, with pro forma underlying EBITDA nearly doubling
to £292.0 million and pro forma underlying profit before tax
increasing by 77.5% to £237.5 million, translating to pro forma
underlying earnings per share of 25.7 pence. These results were
driven by strong growth in management fees and the increased
scale of the platform, supported by both M&A and organic growth.
Board changes
As previously announced, Tim Score was appointed as Chair of
the Company with effect from 1 July 2024, succeeding William
Jackson, who stepped down from the Board atthe same time.
Additionally, on 1 September 2024, Ruth Prior succeeded Adam
Jones as Group Chief Financial Officer (“CFO”).
When setting remuneration arrangements, the Committee has
regard to internal relativities and market benchmarks. Tim Score’s
annual fee as Chair is £450,000 whilst Ruth Prior’s annual base
salary was set at £625,000. Ruth will be eligible to receive a
pro-rated bonus in relation to 2024 but will not receive any grants
under the Restricted Share Plan (“RSP”) in relation tothis
performance year. In 2025, she will be eligible to receive anannual
bonus, with a maximum bonus opportunity of 200% ofsalary and
a restricted share award of 100% of salary. TheCommittee is
satisfied that these compensation arrangements reflect the market
value of the role and the individual and were fully necessary to
secure Ruth for the role.
No remuneration payments will be made to William Jackson in
connection with ceasing to be a member of the Board. Adam Jones’
leaving arrangements are fully in line with the Remuneration
Policy. Details of the remuneration payable to all Executive and
Non-Executive Directors is set out on page 101.
As Chair of the Group Remuneration
Committee, I am pleasedtopresent on
behalf of the Remuneration Committee
the Directors’ Remuneration Report for
the year ended31 December2024.
Remuneration philosophy
Bridgepoint Group is a people business. This is reflected in the
way that we conduct our business and also in how we value and
reward our employees. Werecruit diverse and talented
professionals who exhibit apassion for performance and drive, we
offer development opportunities to our colleagues through
hands-on learning andextensive training, and we strive to foster a
collaborative andinclusive environment.
Our differentiated culture has always been reflected in our
incentive and remuneration structures which recognise and reward
performance whilst providing strong alignment with the interests
of our external stakeholders. Discretionary bonus structures reflect
individual and company performance and are paid in addition
tomarket competitive salaries and benefits. Employee share
ownership is a key part of the Group’s culture and currently
employees and former employees (as well as certain related
persons) hold approximately 60% of our fully diluted share capital.
Nearly 70% ofour current permanent employees are shareholders.
Our Directors’ Remuneration Policy (the “Remuneration Policy”),
which was approved by shareholders at the 2022 AGM with
over99% support, aims to reflect our internal culture of share
ownership, rewards for strong performance (a partnership ethos),
and alignment with our fund investors as well as our shareholders.
It reflects best practice within our regulatory framework.
Our Executive Directors have a simple remuneration structure
operated within the Remuneration Policy. In each case, their
remuneration structure has been adapted to take account of their
individual roles within the Group.
89
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Remuneration Committeereport continued
Remuneration payable in respect of 2024
The base salary of the Group Chief Executive (“Chief Executive”)
remained unchanged. During the year, the Chief Executive
received his first grant under the RSP which equated to 100%
ofhis salary. This will vest after three years subject to continued
employment and achievement of the underpin as set out in the
Remuneration Policy.
In his role as CFO Adam Jones’ salary remained unchanged and he
received a grant under the RSP which equated to 50% of his
salary. Upon appointment as the CFO from 1 September 2024,
Ruth Prior received a pro-rated salary.
When considering the annual bonus outcome for the CFO and
Chief Executive roles, the Group uses a scorecard of measures that
reflect the Group’s business strategy, and which align with the
interests of our stakeholders. In 2024, the annual bonus outcome
was measured against Fee Related Earnings (“FRE”), Performance
Related Earnings (“PRE”) and cash conversion as well as other
strategic performance, capital and ESG criteria.
The Chief Executive and CFO have performed well in relation to
both strategic and financial objectives set for the year, with FRE,
PRE and cash conversion delivering above the stretch target set by
the Committee. The successful completion of the ECP transaction
and employee engagement progress have resulted in Raoul Hughes
and Adam Jones receiving 97% of their maximum bonus
entitlement (194% and 49% of salary respectively) and Ruth Prior
receiving 100% of maximum bonus entitlement at 200% of salary.
The bonuses for Ruth Prior and Adam Jones have been calculated
on a pro-rated basis for the part year and according to their
respective bonus schemes. Further details of performance against
financial and non-financial criteria can be found on pages 102 and
103.
RSP awards granted to the CFO in 2022 are due to vest in March
2025. The Committee has assessed the underpin that applies to
this award. It concluded that the financial progress made in
developing the Group since IPO as well as the improvements in
non-financial aspects of the Group’s culture and values meet the
underpin and warrants vesting of the RSP awards.
The Committee reviewed the formulaic result and considered
whether any discretion should be applied to adjust the bonus
outcome. Based on the performance achieved against targets, the
experience of stakeholders and wider assessment of performance
during the year, the Committee was comfortable that the outcome
was appropriate and should not be adjusted. However, the
Committee has exercised its discretion not to grant the deferred
portion of Adam Jones’ bonus, due to the proximity of his leave
date (15 April 2025) to the grant date (31 March 2025) which
would result in him retaining approximately 1% of the original
award value once the award is time pro-rated.
Remuneration Policy
Our Directors’ Remuneration Policy was last approved by
shareholders in 2022, with 99.74% of votes in favour. Last year’s
Directors’ Remuneration Report received overwhelming backing,
with 99% of votes cast in favour. We are pleased that these results
indicate strong and continued support from our shareholders for
the Remuneration Policy and its implementation. The Committee
has undertaken a review of the Remuneration Policy in
preparation for the triennial vote at the AGM this year during
which the views of our major investors and shareholder bodies
were sought on the existing policy.
As a result of this review and engagement, the Committee
hasconcluded that the current Remuneration Policy is working
effectively. Itcontinues to be fully aligned to business strategy,
allows theGroup to attract, retain and incentivise Executive
Directors with the skills and experience required to lead the
business andappropriately meets with governance requirements
and best practice. Accordingly, there will be no substantive
changes to the existing Remuneration Policy with any minor
changes explained on page 92. Wewill, therefore, be seeking a
binding vote on the Remuneration Policy as set out on pages 92 to
101 and an advisory vote on the Remuneration Committee report
at the 2025 AGM.
90
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Approach to remuneration for 2025
A number of factors were considered including performance,
theincreased size and complexity of the business following the
completion of the ECP transaction, the market environment,
thewider stakeholder context, and the position of Executive
Director remuneration relative to the market.
Base salary
The base salary of the Chief Executive and CFO will remain
unchanged in 2025.
Variable pay
In line with the Policy, the Chief Executive and CFO will be
eligible to receive an annual bonus for 2025, with the maximum
bonus opportunity remaining at 200% of salary.
The Committee has reviewed the ongoing appropriateness and
balance of metrics used for the 2024 bonus award and determined
that both the Chief Executive and CFO should remain aligned
tothe same metrics focusing on FRE, PRE and cash conversion,
which provide a view of underlying business performance
toourstakeholders, as well as key strategic measures.
Theweighting of these measures has been adjusted to reflect
thepriorities and drivers of each role, with strategic measures
having a weighting of 30% forthe CFO and 40% for the Chief
Executive.
An RSP award will be made to the Chief Executive and CFO
following the announcement of annual results. The award will be
valued at 100% of salary and will vest after three years subject to
continued employment and the performance underpin.
The Committee has been closely monitoring recent share price and
market movements. We will keep this under review in the lead up
to the grant of shares under the RSP and will have discretion at the
time of vesting to adjust the outcomes if we feel that management
have benefited from factors outside of their control, creating a
windfall gain and meaning that the vesting of the award does not
reflect the performance achieved over the period
Remuneration arrangements elsewhere
intheGroup
During 2024 we launched our latest employee engagement survey,
maintaining high levels of engagement with a participation rate of
over 80% and a strong overall engagement score. We continue to
monitor this survey which enables colleagues, on a confidential
basis, to provide feedback on a full range of employment issues,
including remuneration. An average salary increase of 5.6% was
approved for the wider workforce.
Conclusion
The Committee has satisfied itself that the remuneration outcomes
for 2024 are appropriate and that the Remuneration Policy has
operated as intended.
On behalf of the Committee thank you for reading this report and
we look forward to receiving your support at the AGM on 15 May
2025 in relation to the approval of the Directors’ Remuneration
Policy and the Directors’ Remuneration Report for 2024.
Angeles Garcia-Poveda
Chair of the Remuneration Committee
Find out more: bridgepointgroup.com
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Annual report on remuneration
Directors’ Remuneration Policy
This section sets out the Directors’ Remuneration Policy which has been prepared in accordance with the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations. This Policy will be subject to a binding vote at the 2025 AGM. Subject to
shareholder approval, it is intended to apply for the next three years, however if substantive changes are to be made, it will be put back to
shareholders for reapproval.
Following the 2025 AGM, payments to Directors can only be made if they are consistent with the shareholder approved policy or
shareholder approved amendment to the policy.
The Policy has been designed to encourage long-term, sustainable growth and provide Executive Directors with competitive overall
remuneration for the achievement of stretching performance targets aligned to delivering the business strategy.
The Policy is due to be renewed at our AGM in 2025 and so during the course of this year the Committee has carried out its triennial
review of the Policy.
The review concluded that the current Policy is working effectively and generally aligned with institutional investors’ ‘best practice’
expectations. As a result, we are not proposing material changes to the current arrangements and structures. The only changes proposed
are minor amendments to the Policy to add minor additional flexibility needed in relation to Non-Executive Directors’ fee arrangements.
Directors’ Remuneration Policy table
Pay element
andpurpose Operation Opportunity
Performance metrics,
weightingand assessment
Base salary
To help recruit,
reward and retain
talent of the calibre
and experience
required to deliver
the Group’s strategy.
Base salaries are to
reflect market value
of the role and an
individual’s
experience,
performance,
and contribution.
Salaries are reviewed annually, and any
changes will normally be effective from
the beginning of the financial year.
The review will consider several factors,
including but not limited to:
The Director’s role, experience and
skills;
The remuneration policies, practices and
philosophy of the Group;
Pay conditions within the Group;
Market data for similar roles and
comparable companies; and
The economic environment.
Having been set based on
these relevant factors, base
salaries will normally
increase no higher than the
average increase made to the
wider workforce.
Higher increases may be
permitted where
appropriate, for example
where there is a change to
the role or there is additional
responsibility or complexity,
or if the initial salary was set
at a below market level on
appointment.
None
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Directors’ Remuneration Policy table continued
Pay element
andpurpose Operation Opportunity
Performance metrics,
weightingand assessment
Benefits
To provide market
competitive benefits
and to support the
health and wellbeing
of Executive
Directors.
The Executive Directors are to be
provided with benefits which include
private medical, group income protection
and life assurance.
The Remuneration Committee retains
the discretion to be able to provide other
benefits including (but not limited to)
relocation expenses, tax equalisation and
support in meeting specific costs incurred
by Executive Directors.
Any reasonable business-related expenses
can be reimbursed, including the tax
thereon if determined to be a taxable
benefit.
The Remuneration Committee reviews
benefit eligibility and cost periodically.
The maximum will be set at
the cost of providing the
benefits described.
None
Pensions
To provide market-
competitive
retirement benefits.
Contribution to the Group Pension Plan
or a cash allowance in lieu of pension.
Pension contribution rate in
line with rate applicable for
the majority of the
workforce in the country
where the individual is
based. The rate in the UK is
currently 10% of salary, up
to a notional salary of
£112,500.
None
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Annual report on remuneration continued
Directors’ Remuneration Policy table continued
Pay element
andpurpose Operation Opportunity
Performance metrics,
weightingand assessment
Annual Bonus
To encourage the
improved financial
and non-financial
performance of
the business and to
align the interests of
Executive Directors
with shareholders
though the partial
deferral of payment
into shares.
The Remuneration Committee will
determine the Annual Bonus payable to
Executive Directors after the year-end
based on performance against targets
during the year.
Any bonus amounts in excess of 25% of
salary will be subject to 50% deferral into
shares which will vest after three years. All
other amounts will be paid upfront in cash
following the end of the performance
period. Certain amounts will be deferred
into the Deferred Annual Bonus Plan with
vesting of the shares being subject to
continued employment. These shares
accrue dividends over the vesting period.
Malus and clawback provisions apply.
The Remuneration Committee has the
discretion to adjust the formulaic Annual
Bonus outcome if the Remuneration
Committee believes that the outcome is
not a fair and accurate reflection of
business performance.
The overall maximum
Annual Bonus opportunity
under the Policy is 200%
ofsalary.
Annual Bonus pay-outs are
determined based on the
satisfaction of a range of key
financial and strategic objectives set
by the Remuneration Committee.
The majority of the performance
measures will be based on financial
performance. Performance
measures will be set each year in
line with the Group strategy.
No more than 25% of the Annual
Bonus will be payable for delivering
threshold performance and no
more than 50% will be payable
for delivering a target level of
performance (where the nature
of the performance metric
allows such an approach).
Restricted Share Plan (‘RSP’)
The RSP provides
a simple structure
which aligns the
interests of
Executive Directors
to those of
shareholders by
increasing share
ownership and
promoting long-term
value creation.
Annual award of the Company shares
which are subject to a performance
underpin. The performance against the
underpin will be assessed by the
Remuneration Committee and will
consider both the financial and non-
financial performance of the business.
These shares accrue dividends over the
vesting period.
An additional holding period of two years
will apply following vesting. Upon vesting,
sufficient shares may be sold to pay taxes
on the shares.
Malus and clawback provisions apply.
The maximum annual award
level will be 100% of salary.
Awards vest subject to achievement
of suitable financial and non-
financial performance against the
performance underpin.
The performance underpin will
consider a range of financial/
non-financial criteria to determine
the overall performance and health
of the business. The Committee will
assess whether any actions (or
failure to act) have occurred that
resulted in significant reputational
damage during the 3-year period
until vesting.
All-employee share plans
To provide
alignment of Group
employees and
shareholders, and to
promote share
ownership.
If a broad based “all-employee” share plan
is operated in the future, then Executive
Directors will be eligible to participate on
the same basis that is made available to
employees based in the same country.
The limit that will apply to
employees under the plan or
plans based in the same
country as the Executive
Director.
Performance metrics may be
attached to the operation of the
plan and if that is the case then they
will operate for Executive Directors
in the same manner in which they
operate for employees based in the
same country.
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Directors’ Remuneration Policy table continued
Pay element
andpurpose Operation Opportunity
Performance metrics,
weightingand assessment
Shareholding requirement
To promote
Executive Director
share ownership and
to align Executive
Directors to the
interests of
shareholders both
during employment
and the period
following.
During employment
Executive Directors are required to build
up and retain a shareholding equivalent
to 300% of their base salary.
Until the shareholding requirement is met,
Executive Directors will be required to
retain 50% of the net of tax shares they
receive under any incentive plan.
Post-employment
Any Executive Director leaving the Group
will be expected to retain the lower of the
shares held at cessation of employment
that count towards this limit and shares to
the value of 300% of salary for a period of
two years. The Executive Director is able
to elect that any shares personally held
count towards this limit whilst in and
post-employment.
300% of salary. None
Non-Executive Directors
To enable the
recruitment of
high-calibre Non-
Executive Directors
with the appropriate
skills and experience
to support the
long-term success of
the business.
Non-Executive Directors are paid a base
fee and additional fees for acting as Senior
Independent Director and as Chair of
Board Committees (or to reflect other
additional responsibilities including being
a member of a committee and/or
additional/unforeseen time commitments).
In specific circumstances additional fees or
allowances may also be paid.
The Chair of the Board receives an
all-inclusive fee.
No Non-Executive Directors participate in
any incentive plans.
The fee for the Non-Executive
Chair of the Board is set by the
Remuneration Committee and
the other Non-Executive
Directors’ fees are set by the
Board (excluding these Non-
Executive Directors).
Base fee level increases will
normally be in line with any rise
in salaries for the rest of the
workforce unless a periodic
review results in larger
increases. Fees for additional
responsibilities will reflect the
time and responsibility involved
in performing those duties.
The Group will reimburse any
reasonable expenses incurred
(and related tax if applicable).
The aggregate limit on Non-
Executive Directors’ fees is set
in line with the Articles of
Association of the Company.
None
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GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Notes to the Remuneration Policy table
Choice of performance measures
Each year the Remuneration Committee will select performance
measures for the Annual Bonus which support the business
strategy and link to the key performance indicators.
The performance underpin aims to provide the Remuneration
Committee with the appropriate flexibility to consider a range of
factors which indicate the financial and non-financial performance
of the Executive Directors and the Group.
Remuneration Committee discretion
The Committee retains the right to apply discretion in operating
the Annual Bonus and RSP and, in particular, to adjust the
formulaic outcome of the annual bonus or the RSP to the extent it
judges that the outcomes do not align with results achieved, or in
light of unexpected or unforeseen circumstances. Where discretion
has been applied this will be disclosed within our Annual Report
on Remuneration. The Committee also has the discretion to amend
the Policy with regard to minor or administrative matters where it
would be, in the opinion of the Committee, in the best interests of
the Company, and disproportionate to seek or await shareholder
approval.
Malus and clawback
In line with the Corporate Governance Code and FCA regulatory
requirements variable remuneration, both the Annual Bonus and
RSP, are subject to malus and clawback. The Remuneration
Committee may apply malus and/or clawback where:
1. the Group materially misstated its financial results for any
reason and that misstatement of results has resulted in or has
impacted the grant or outcome of variable remuneration;
2. any performance condition and/or any other condition is
satisfied based on an error, or on inaccurate or misleading
information or assumptions which resulted either directly or
indirectly in variable remuneration being granted or vesting to
a materially greater extent than would have been the case had
that error not been made;
3. circumstances arose (or continued to arise) during the vesting
period which would have warranted the summary dismissal of
the individual;
4. any other circumstances have arisen that in the sole opinion of
the Remuneration Committee have (or would have if made
public) a significant impact on the reputation of any Group
company or the business in which the holder of the variable
remuneration is employed; and/or
5. there has been a material failure of risk management or
corporate failure.
The period during which the Remuneration Committee will be
entitled to apply the clawback provisions will be determined by
the Remuneration Committee at grant (and in the absence of any
other determination by the Remuneration Committee shall be two
years from the date of vesting). The malus provisions shall apply
for the vesting periods of the RSP Awards.
Note that these provisions are in addition to the performance
underpin which applies to the RSP.
Consideration of employment conditions
elsewhere in the Group
The Group provides market competitive levels of fixed and
variable remuneration which are reflective of the roles,
responsibilities, experience, skills, and performance of the
individual in compliance with the UK FCA’s Investment Firms
Prudential Regime (“IFPR”) Remuneration Code and the Equality
Act 2010. The reward philosophy applies to all levels of the
business.
When developing the Policy, the Remuneration Committee
considered general workforce remuneration, related policies, and
the alignment of incentives and rewards with the Group’s culture
and values. The Committee receives regular updates on any
changes to the wider Group remuneration framework.
The Board actively engages with colleagues through a variety of
channels, including town hall briefings, videos, team meetings and
conferences. On an annual basis the Group conducts an employee
engagement survey to obtain feedback from employees. Further
details on our colleague engagement can be found on page 31.
Consideration of shareholder views
The Policy has been developed being mindful of market best
practice and the expectations of shareholders and proxy voting
agencies. The Committee will consult with shareholders, where
considered appropriate, regarding changes to the operation of the
Policy or when the Policy is being reviewed and brought to
shareholders for approval. Additionally, the Committee will
consider specific concerns or matters raised at any time by
shareholders on remuneration.
Legacy arrangements
For the avoidance of doubt, in approving the new Policy, authority
is given to the Directors to honour any commitments previously
entered into with current or former Directors that have been
disclosed previously to shareholders.
Annual report on remuneration continued
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Recruitment policy
When setting remuneration packages for new Executive Directors, remuneration will be set in line with the Policy as set out above. A
number of factors will be considered, which include but are not limited to the geography in which the role competes or is recruited from,
the candidate’s experience and skills, and the remuneration levels of other Executive Directors and colleagues within the business. The
Committee is mindful of the need to ensure that no more than is necessary is being paid to recruit the desired candidate.
Remuneration
element Policy
Salary
Base salary would be set at an appropriate level considering the factors set out in the Policy table.
Relocation
If an Executive Director needs to relocate in order to take up the role, the Company may pay to cover the costs of
relocation including (but not limited to) actual relocation costs, temporary accommodation and travel expenses,
and tax thereon.
Buy-out awards
For external appointments, the Remuneration Committee may (where considered appropriate) provide a buy-out
award equivalent to the value of any outstanding incentive awards that will be forfeited on cessation of previous
employment. To the extent possible, the buy-out award will be made on a like-for-like basis. The award will
consider the performance conditions attached to the vesting of the forfeited incentives, the timing of vesting, the
likelihood of vesting and the nature of the awards (cash or equity). Any such buy-out award may be granted under
the RSP or the provision available under the UKLR 9.3.2 to enable awards to be made outside the RSP in
exceptional circumstances.
Annual Bonus
Joiners may receive a prorated annual bonus based on their employment as a proportion of the financial year and
targets may be different to those set for other Executive Directors.
RSP
Grants will be set in line with the Policy in the year of joining.
Other elements
Benefits and pension will be set in line with the Policy.
Internal
appointment
totheBoard
When existing employees are promoted to the Board, the above policy will apply from the point where they are
appointed to the Board and not retrospectively. In addition, any existing awards will be honoured and form part
of ongoing remuneration arrangements.
Non-Executive
Directors
Fees will be in line with the Remuneration Policy and the fees provided for the other Non-Executive Directors.
Service Agreements and Letters of Appointment
Executive Directors
The Executive Directors have service contracts requiring 12 months’ notice of termination from either party as shown below:
Executive Director Date of appointment Date of current contract Notice from the Company Notice from the individual
Raoul Hughes 1 October 2023 5 September 2023 12 months 12 months
Ruth Prior 1 September 2024 17 April 2024 12 months 12 months
The Executive Directors’ service contracts do not allow for termination provisions which would result in a reward for failure, and allow
for the policy on termination of Executive Directors to be fully enforceable. The treatment of the various elements of pay on termination
are summarised below.
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GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Remuneration
element Treatment
Salary,
benefits
and pension
If notice is served by either party, the Executive Director can continue to receive base salary, benefits and pension
for the duration of their notice period. The Executive Director may be asked to perform their normal duties during
their notice period, or they may be put on garden leave. The Group may, at its sole discretion, terminate the contract
immediately, at any time after notice is served, by making a payment in lieu of notice equivalent to salary, benefits
and pension, with any such payments being paid in monthly instalments over the remaining notice period. The
Executive Director will normally have a duty to seek alternative employment and any outstanding payments will
be subject to offset against earnings from any new role.
Annual
incentive
Good leavers will still be eligible to receive an Annual Bonus pay-out at the usual time with performance measured
in the normal manner. The Annual Bonus will typically be pro-rated for service during the financial year. Good
leavers will include where the individual leaves as a result of injury, ill-health or disability, redundancy or
retirement (in each case, as determined by the Committee) and death. The Committee also retains an overall
discretion to determine that an individual be treated as a good leaver.
Bad leavers will not be eligible to receive an Annual Bonus and will lose any amounts subject to deferral within the
Deferred Annual Bonus Plan.
Restricted
Shares
Awards are forfeited on cessation of employment save for “Good Leavers” (awards are normally scaled back pro rata to
the proportion of the vesting period served). The Committee will have the ability to allow the awards to vest in full
subject to performance against the performance underpin but with no time pro-rating, in exceptional circumstances.
Shares subject to a holding period will be released in line with the normal schedule.
Annual report on remuneration continued
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Bridgepoint Group – 2024 Annual Report & Accounts Governance
Non-Executive Directors
Non-Executive Directors Date of appointment Date of current letter of appointment Notice from the Company Notice from the individual
Angeles Garcia-Poveda 25 June 2021 15 May 2024 3 months 3 months
Dame Carolyn McCall 12 July 2021 15 May 2024 3 months 3 months
Cyrus Taraporevala 1 January 2023 23 November 2022 3 months 3 months
Archie Norman 25 June 2021 15 May 2024 3 months 3 months
Tim Score 25 June 2021 6 June 2024 6 months 6 months
Scenario chart
The chart below provides an illustration of the level of total annual remuneration that would be received by each Executive Director
under the operation of the Remuneration Policy at: i) minimum performance, ii) target performance and iii) maximum performance, in
the latter two cases assuming that the vesting periods for the deferred awards are met. Thethree performance scenarios assume the
following:
1. Minimumonly fixed pay is awarded as the RSP underpin reduces the RSP award to zero and no Annual Bonus is payable
2. Targetfixed pay, plus 100% of the RSP and 50% of the maximum Annual Bonus
3. Maximumfixed pay, plus 100% of the RSP and the maximum Annual Bonus
Fixed pay includes illustrative benefits amount of £8,000 for each Executive Director. The maximum scenario includes an additional
element to represent 50% share price growth on the RSP award from the date of grant to vesting.
Minimum
Chief Executive CFO
Target Maximum Minimum Target Maximum
Fixed Pay
Annual Bonus
RSP
50% share price
growth on LTIP
100.0%
33.8%
24.9%
33.1%
33.1%
49.7%
25.4%
£2,569,250
£644,250
£3,419,250
£869,250
£1,894,250
£2,831,750
100.0%
33.0%
34.1%
24.8%
49.6%
25.6%
33.0%
0
£500,000
£1,000,000
£1,500,000
£2,000,000
£2,500,000
£3,000,000
£3,500,000
£4,000,000
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GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Remuneration at a glance
Executive remuneration framework and Policy summary
Component & maximum opportunity
under the Policy. Outcomes for 2024 Operation in 2025
Base Salary
In considering increases the Committee
assesses the increases applying to the wider
workforce as well as local market levels.
The salary of the Chairman, Chief
Executive and CFO in role as at 1 January
2024 remained unchanged during 2024.
From appointment as CFO, Ruth Prior
received asalary of £625,000.
The salary of the Chief Executive and the
CFO will remain unchanged.
Benefits
The opportunity is set at the cost
ofproviding the benefits described.
There have been no changes to the
Executive Directors’ benefit provision this
year.
Benefits to operate in line with the
Remuneration Policy and align to those
available to UK colleagues.
Pension
A pension contribution rate in line with
therate applicable to the majority of the
workforce in the appropriate country.
The pension contribution rate is currently
10% of salary up to a notional salary of
£112,500. There have been no changes
thisyear.
Pension to operate in line with the
Remuneration Policy and align to those
available to UK colleagues.
Annual Bonus
The overall maximum annual bonus
opportunity under the policy is 200%
ofsalary.
The annual bonus payable to the Chief
Executive was £1,649,000. The bonus
payable to Ruth Prior as CFO was
£416,667 whilst the bonus payable to
Adam Jones as CFO was £161,667. The
Chairman did not receive variable
compensation.
The Chief Executive and CFO will have
abonus opportunity of 200% of salary.
Restricted Share Plan
The overall maximum annual award level
is100% of salary.
The annual award made to the Chief
Executive was 100% of salary, whilst
Adam Jones in role as the CFO received
50% of salary. The Chairman did not
receive variable compensation. Ruth Prior
did not receive an award in relation to
2024.
The Chief Executive and CFO will receive
agrant of 100% of salary.
Annual report on remuneration continued
100
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Remuneration Policy
During 2024, we operated under the Directors’ Remuneration Policy approved at the AGM on 12 May 2022. The full Remuneration
Policy can be found on our corporate website bridgepointgroup.com.
Audited information
Total remuneration payable for the year to 31 December 2024
The following table sets out the total remuneration for the Executive Directors and the Non-Executive Directors for the year ended
31 December 2024.
All figures shown in £000
Financial
yearended
31 December
Salary and
fees
Taxable
Benefits
6
Pension
7
Bonus RSP
8
Total Fixed
Remuneration
Total Variable
Remuneration Total
Raoul Hughes
1
2024 850.0 7.9 9.9 1,649.0 867.8 1,649 2,516.8
2023 212.5 1.7 2.5 216.7 216.7
William Jackson
2
2024 400.0 4.7 4.9 409.6 409.6
2023 800.0 8.6 9.9 818.5 818.5
Ruth Prior
3
2024 208.3 3.3 416.7 211.6 416.7 628.3
2023 NA NA NA NA NA NA
Adam Jones
4
2024 333.3 4.3 6.6 122.5 270.7 344.2 393.2 737.3
2023 500.0 5.3 9.9 176.7 515.2 176.7 691.9
Angeles Garcia-Poveda
2024 109.0 109.0 109.0
2023 108.4 108.4 108.4
Archie Norman
2024 221.0 221.0 221.0
2023 221.0 221.0 221.0
Dame Carolyn McCall
2024 109.0 109.0 109.0
2023 107.3 107.3 107.3
Tim Score
5
2024 276.0 276.0 276.0
2023 102.0 102.0 102.0
Cyrus Taraporevala
2024 95.5 95.5 95.5
2023 89.0 89.0 89.0
1. Remuneration for 2023 is shown from 1 October 2023 when Raoul Hughes became a Director.
2. Remuneration for 2024 is shown until 30 June 2024 when William Jackson ceased to be a Director.
3. Remuneration for 2024 is shown from 1 September 2024 when Ruth Prior became a Director.
4. Remuneration for 2024 is shown until 1 September 2024 when Adam Jones ceased to be a Director.
5. Remuneration for 2024 reflects role as Chair from 1 July 2024.
6. Executive Directors receive family private medical insurance, life assurance and income protection. Raoul Hughes also participates in a legacy spouses pension arrangement.
7. Executive Directors have elected to receive a cash allowance in lieu of pension. No Executive Director participates in a defined benefit pension arrangement.
8. Based on volume weighted average price between 1 October 2024 and 31 December 2024 of £3.41 per share multiplied by number of shares due to vest.
Annual bonus plan
Adam Jones and Ruth Prior received pro-rata bonuses in relation to their periods as CFO during 2024.
Details of the 2024 bonus calculation are set out on pages 102 to 103.
2022 Restricted Share Plan (“RSP”) award
A RSP award granted to Adam Jones in 2022 is due to vest in March 2025. The Committee has assessed the underpin that applies to
this award. It concluded that the financial progress made in developing the Group since IPO as well as the improvements in non-financial
aspects of the Group’s culture and values as meeting the underpin and warranting vesting of the RSP awards.
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GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Awards in respect of annual performance
Financial measure
% Weighting
Chief Exec
% Weighting
CFO
Threshold
(20% vesting)
Intermediate
(50% vesting)
Stretch
(100% vesting) Achievement
Outcome as a %
of max (CEO/
CFO)
FRE 35% 45% £112m £131m £144m £155m 35%/45%
PRE 15% 10% £103m £117m £132m £139m 15%/10%
Cash Conversion 10% 15% 75% 90% 100% 102.5% 10%/15%
Total financial measures 60% 70% 60%/70%
See tables below for a detailed summary of performance achievement against objectives set by the Committee for the performance period.
Strategic and personal objectives
% Weighting
Chief Exec
% Weighting
CFO Raoul Hughes Ruth Prior Adam Jones
Total strategic and personal objectives 40% 30% 37% 30% 27%
Total bonus outcome 97% 100% 97%
Total bonus payable (pro-rated where
appropriate) £1,649,000 £416,667 £161,667
The final bonus outcome for Adam Jones and Ruth Prior has been time pro-rated to reflect time spent in role. Raoul Hughes and Ruth
Prior will defer £718,250 and £182,292 of their bonuses respectively into the Deferred Annual Bonus Plan. The Committee has
exercised its discretion not to grant the deferred portion of Adam Jones’ bonus (£39,167) due to the de-minimis amount that would
remain as a result of his award being time pro-rated upon leaving the Group. As such, he will only receive the £122,500 cash portion of
his award.
The Committee determines the annual bonus for the Chief Executive and CFO using a balanced scorecard. At the beginning of 2024,
measures that were 60% financial and 40% non-financial and 70% financial and 30% non-financial respectively were selected, aligned to
the Group’s KPIs and APMs, see pages 38, 39 and 205 to 209 for further details.
FRE – The Group generated underlying pro forma management and other income of £404.0 million in 2024, up from £266.3 million in
2023. Driven by the substantial growth in AUM supported by both M&A and organic growth, the Group was able to deliver a 63.4%
increase in pro forma FRE to £155.3 million, exceeding market expectations.
PRE – The Group delivered pro forma PRE of £138.5 million,150.5% higher than 2023. Combined with the impact of material exits
and valuation growth we have seen good performance across our three verticals and strong deployment activity.
Cash Conversion – The Group generated pro forma operating cash flow, excluding the payment of exceptional costs related to the ECP
transaction, representing 102.5% of pro forma FRE, demonstrating the cash generation of the business.
Annual report on remuneration continued
102
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Non-financial objectives
Support the growth and development of the business through strategic and operational initiatives:
Business Development – As noted previously, the ECP transaction completed in August 2024. This represents a material step forward
in implementing the Group’s strategy of scaling through product and geographic diversification. In parallel, as set out at the Capital
Markets Day, focus on further M&A, alongside strong organic growth, is a key vertical of the Group’s growth strategy.
Operational Initiatives – Throughout 2024 the Group has focused on operational structure and efficiencies, and this has accelerated
since Ruth Prior’s appointment as CFO with further enhancement of specialist function capabilities at Group level and in the business
units. Systems projects across the Group have been successfully completed across multiple specialist functions, particularly finance, legal
and HR.
The Committee assessed that the Chief Executive and CFO’s performance in relation to advancing these operational initiatives and
business development warranted 100% of maximum score, leading to a bonus outcome of 30% for the CEO and 20% for the CFO.
Developing and engaging with the Group’s workforce through ESG, diversity and employee engagement initiatives:
Employee feedback and engagement – Engagement continues to be strong with 85% of employees participating in the 2024
engagement survey, maintaining a high engagement score. During 2024, group wide senior leadership initiatives were introduced and we
welcomed our largest ever International Associate Programme cohort. Group leadership continue to develop engagement forums such as
the town hall meetings and ensure that regular employee feedback is received.
ESG – The Group’s philosophy is to maintain a diverse talent pipeline enabling us to recruit the most talented professionals. Thanks to
the continued success of the Group’s recruitment and International Associate Programme women now account for nearly 40% of
Bridgepoint’s investment teams. During 2024, the Group maintained compliance with relevant ESG and sustainability regulations,
achieving a 5-star UNPRI rating and establishing infrastructure to meet regulatory requirements such as TCFD.
The Committee weighted these objectives equally (which in total account for 10% of the bonus) and assessed Raoul Hughes and Adam
Jones’s strong performance in advancing these engagement objectives warranted 70% of maximum score as reflected in Group progress
on all measures. The Committee’s assessment of Ruth Prior’s strong and immediate impact since joining, both against these objectives
which were set prior to her start date and more broadly warranted 100% of the maximum score.
Combining the financial and non-financial results gives a total bonus outcome of 97% of maximum bonus opportunity for the Chief
Executive and Adam Jones in the role of CFO and 100% of maximum bonus opportunity for Ruth Prior in the role of CFO. The
Committee has determined that the balanced scorecard outcome appropriately reflects the financial and strategic performance delivered.
Incentive awards granted during the year
The following table provides details of the incentive awards granted during the year ended 31 December 2024:
Director Award Award Date Vesting Date Face Value at Grant Number of Shares Awarded
Raoul Hughes Restricted Share Plan 31 Mar 2024 31 Mar 2027 £850,000 325,948
Adam Jones Restricted Share Plan 31 Mar 2024 31 Mar 2027 £250,000 95,867
Adam Jones Deferred Annual Bonus Plan 31 Mar 2024 31 Mar 2027 £25,838 9,908
The Company closely monitored the share price in advance of granting this incentive award and will have discretion at the time of
vesting to adjust the outcomes if it is felt that management have benefited from factors outside of their control and that vesting of the
award does not reflect performance achieved over the period.
Awards under the Restricted Share Plan will vest subject to the achievement of suitable financial and non-financial performance against
the performance underpin as detailed in the Directors’ Remuneration Policy, as well as continued employment.
103
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Payments to former Directors and for loss of office
No payments were made to former Directors of the Company or in relation to loss of office during the year. Between ceasing to be a
Director and 31 December 2024, Adam Jones received a salary of £166,667, pension allowance of £3,295 and he continued to receive
coverage under the Group medical insurance policy. This is in line with his notice period entitlement as agreed by the Board.
Directors’ interests
The interests of the Directors and their connected persons in the shares in the Company as at 31 December 2024 are set out below.
Director
Shares held outright at
31 December 2024 ordate
of ceasing tobeaDirector
Vested shares subject
toholding period
Unvested shares subject
toholdingperiod
Shareholding
requirement
(%ofsalary) Requirement met
1
William Jackson
2
689,143 10,630,980 5,020,194 300% Yes
Raoul Hughes
2
3,376,674 5,953,350 3,954,883 300% Yes
Adam Jones
2
1,072,068 1,765,850 1,485,076 300% Yes
Ruth Prior
3
NA NA 300% No
Angeles Garcia-Poveda 94,286
Dame Carolyn McCall 75,714
Archie Norman 275,000
Tim Score 75,714
Cyrus Taraporevala 100,000
1. Based on closing share price on 31 December 2024 of £3.60 per share.
2. Including shares held by connected persons, but excluding shares held by Burgundy Investments Holdings LP. Changes in the holdings of Raoul Hughes and William Jackson relative
to 31 December 2023 are due to changes in connected persons.
3. Ruth Prior has a holding of points in Burgundy Investments Holdings LP, which indirectly gives her an interest in Bridgepoint Group plc shares held by it. This indirect interest is
equivalent to a direct holding of 1,476,481 shares.
Between 31 December 2024 and 24 March 2025, being the latest practicable date before publication of this Annual Report, there have
been no changes in the current Directors’ interests in shares, or those of their connected persons.
Annual report on remuneration continued
104
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Performance graph and table
Bridgepoint Group plc shares began unconditional trading on the London Stock Exchange’s main market on 26 July 2021. The chart
below shows the Total Shareholder Return performance of £100 invested in the Group from 26 July 2021 to 31 December 2024
against the FTSE 250 index. The FTSE 250 index is considered an appropriate comparison as Bridgepoint is a constituent of the index.
*2022 *2023 **2023 **2024
Lead Executive single figure total remuneration (£000s) 876.6 818.5 216.7 2,516.8
Bonus as a % of maximum opportunity N/A N/A N/A 97%
Long-term incentive vesting (as % of maximum opportunity) N/A N/A N/A NA
Figures reflect remuneration to 31 December 2024.
* William Jackson ** Raoul Hughes
Percentage change in remuneration of Directors
The table below shows the percentage change in each Director’s salary/fees, taxable benefits and annual bonus between 2022 and 2023
and 2023 and 2024 compared with the average percentage change in each of those components of pay for the employees of the Group
as a whole. The information in this table will build up to show a five-year history as required under the reporting regulations.
% Change
2022/2023 2023/2024
Salaries/fees received Taxable Benefits Short-Term Incentives Salaries/fees received Taxable Benefits Short-Term Incentives
Raoul Hughes N/A N/A N/A N/A N/A N/A
William Jackson -7.0% 26.9% N/A N/A N/A N/A
Ruth Prior N/A N/A N/A N/A N/A N/A
Adam Jones 0.0% 74.0% 41.5% N/A N/A N/A
Archie Norman 10.5% N/A N/A 0.0% N/A N/A
Angeles Garcia-Poveda 14.1% N/A N/A 0.6% N/A N/A
Dame Carolyn McCall 43.1% N/A N/A 1.6% N/A N/A
Tim Score 7.4% N/A N/A 170.6% N/A N/A
Cyrus Taraporevala N/A N/A N/A 7.3% N/A N/A
All employees 4.6% 16.3% 1.5% 5.6% 36.4% 16%
The year-on-year variations in fees/benefits for NEDs reflects various movements in roles and partial years in role in addition to
underlying fee rate changes. Further details on fees paid to NEDs can be found on page 108. Executive Director comparisons for
2023/2024 are shown as N/A as each individual either joined or stepped down from the Board during either 2023 or 2024. Significant
increases in taxable benefits are due to changes in coverage levels and premiums for medical insurance, whilst movements in short-term
incentives are reflective of demographic and performance changes.
23 July 2021 31 December 2021 31 December 202331 December 2022
31 December 2024
Bridgepoint FTSE 250
20
40
60
80
100
120
105
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Chief Executive pay ratio
UK regulations require companies with more than 250 UK employees to publish the ratio of pay of the Chief Executive versus that
ofthe Group’s UK employees. Whilst the Group does not yet have more than 250 employees in the UK, we have elected to calculate
anddisclose this ratio. In the calculation, we have used Option A because this is the most statistically accurate approach.
Financial year Method Lower Quartile Median Upper Quartile
2024 A 23:1 13:1 7:1
The pay for the Chief Executive and the employees at the requisite percentiles are set out below:
Figures shown in £000s Chief Executive Lower Quartile Median Upper Quartile
Base salary 850.0 73.0 100.0 167.5
Total pay 2,516.8 107.7 189.2 358.6
The employee pay figures were calculated by reference to the year to 31 December 2024, which is consistent with the period used for
the Single Total Figure of Remuneration for the Directors. The total pay and taxable benefits were determined for all UK permanent and
fixed term employees as at 31 December 2024. No components have been omitted in calculating total pay and taxable benefits on a
single total figure of remuneration (STFR) basis. Necessary adjustments were made in determining full time pay and benefits so that
salaries, cash bonuses, share awards, taxable benefits and pensions were annualised for employees who have not been with the Company
for the full financial year or grossed up on a full-time equivalent basis for employees who work on a part time basis.
The Committee is comfortable that the pay ratio shown above is consistent with our pay, reward and progression policies for the
Company’s UK employees as a whole.
Relative importance of the spend on pay
The table below shows the Company’s expenditure on employee pay compared to distributions to shareholders in the year ended
31 December 2023 and 2024.
2023
£ m
2024
£ m % Change
Distributions to shareholders 128.2 90.0 (29.8)%
Aggregate personnel expenses 132.5 155.9 17.7%
Distributions to shareholders includes £60.2 million of share buybacks in 2023, compared to £9.8 million in 2024. Aggregate personnel
expenses in 2024 excludes £58.7 million of exceptional and adjusted items related to the ECP acquisition, but does include
£15.2 million of personnel expenses related to the ongoing ECP business from the date of acquisition to 31 December.
Annual report on remuneration continued
106
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Implementation of policy in 2025
Executive Director remuneration
Base salary
Base salary levels will be as follows:
Chief Executive £850,000
Chief Financial Officer: £625,000
Pension and benefits
Executive Directors are eligible to participate in benefits in line with all other UK employees. They will receive a pension contribution of
10% of salary (up to a salary cap of £112,500) in line with the rate applying to the rest of the UK employees. Other benefits include
family private health cover, life assurance and group income protection. Raoul Hughes also participates in the group spouses pension
scheme which is a legacy benefit provided to other employees of similar tenure.
Annual bonus plan
Ruth Prior, the Chief Financial Officer, and Raoul Hughes, the Chief Executive, will be eligible to participate in the annual bonus plan for
2025. The maximum bonus opportunity will be 200% of salary.
Performance will be based on a mix of financial and non-financial metrics, weighted at 70% and 30% of the bonus opportunity
respectively for the CFO and 60% and 40% respectively for the Chief Executive. These metrics take account of the key business
priorities focusing on FRE, PRE and a cash measure. Part of the variable pay will be based on strategic, operational and people metrics.
The Committee considers the prospective disclosure of target ranges to be commercially sensitive, but there will be retrospective
disclosure in next year’s Annual Report. The Remuneration Committee has the discretion to adjust the formulaic annual bonus outcome
or waive specific metrics and replace them in determining the annual outcome if it believes that pursuing such metrics would not be in
the best interests of the business based on the prevailing circumstances during the year.
50% of any bonus earned in excess of 25% of salary will be deferred into shares under the Deferred Annual Bonus Plan. Deferred bonus
shares will vest after three years subject to continued employment.
Malus and clawback provisions apply in line with the Remuneration Policy, available on our corporate website bridgepointgroup.com
107
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Restricted share awards
A restricted share award will be made to the Chief Executive and CFO following the announcement of the annual results. The award will
be valued at 100% of salary and will vest after three years subject to continued employment and the underpin contained in the
Remuneration Policy.
Non-Executive Director remuneration
A summary of the Non-Executive Directors’ fees is shown below:
Non-Executive Director 2024 Fee 2025 Fee
Chair fee £450,000 £450,000
Senior Independent Director’s fee £125,000 £125,000
Non-Executive Director base fee £75,000 £75,000
Audit and Risk Committee Chair’s fee £20,000 £20,000
ESG Committee Chair’s fee £20,000 £20,000
Remuneration Committee Chair’s fee £20,000 £20,000
Committee membership fee £7,000 £7,000
Directors’ service contracts and letters of appointment
Name Date of appointment Date of current contract Notice from Company Notice from the individual
William Jackson 25 June 2021 5 September 2023 12 months 12 months
Raoul Hughes 1 October 2023 5 September 2023 12 months 12 months
Ruth Prior 1 September 2024 17 April 2024 12 months 12 months
Adam Jones 25 June 2021 15 May 2024 12 months 12 months
Angeles Garcia-Poveda 25 June 2021 15 May 2024 3 months 3 months
Dame Carolyn McCall 12 July 2021 15 May 2024 3 months 3 months
Archie Norman 25 June 2021 15 May 2024 3 months 3 months
Tim Score 25 June 2021 6 June 2024 6 months 6 months
Cyrus Taraporevala 1 January 2023 23 November 2022 3 months 3 months
Further details regarding the above can be found in the Directors’ Remuneration Policy.
Implementation of policy in 2025 continued
108
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Governance of remuneration
Roles and responsibility
The role of the Remuneration Committee is to determine and establish a remuneration policy for the Executive Directors, Group
Management Committee and Group Operating Committee and to oversee the remuneration packages for those individuals (including all
material risk takers). When determining remuneration arrangements, the Committee must review remuneration across the whole Group
and the alignment of incentives and rewards with culture and take these into account when determining remuneration of the Executive
Directors, Group Management Committee and Group Operating Committee. Further details on the roles and responsibilities of the
Committee are disclosed in the Terms of Reference which can be found on the Company’s corporate website at bridgepointgroup.com.
The Remuneration Committee is responsible for:
determining and developing the remuneration policy which applies to the Chairman of the Board, other Executive Directors, members
of senior management, and any other employee of the Group who the Committee is required by regulations to oversee;
determining the individual remuneration packages of the Directors and relevant senior employees within the terms of the agreed
Remuneration Policy;
monitoring the remuneration structures and overall levels of remuneration of the Group’s senior management and making
recommendations to the Board where appropriate;
overseeing the remuneration of the wider employee group and ensuring that our policy for the senior team is consistently structured;
and
overseeing the operation of the Group’s employee share schemes.
Remuneration Committee members and meetings
During 2024 the Committee comprised of the three independent Non-Executive Directors listed below. The Remuneration Committee
Chair, Angeles Garcia-Poveda, has ten years’ experience chairing other remuneration committees. The Committee will meet at least three
times a year.
Committee Chair Angeles Garcia-Poveda
Committee member Archie Norman
Committee member Cyrus Taraporevala
109
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Key activities during the year
During the year, the Committee has carried out the following activities:
set the KPIs for the Executive Directors;
determined Executive Director awards and reviewed awards payable to all material risk takers and control staff;
reviewed annual bonus metrics ahead of 2024 to ensure they appropriately align with business strategy and promote the correct
behaviours;
approved the remuneration arrangements for Ruth Prior and Tim Score’s appointments and Adam Jones’s departure;
received and debated briefings on the operation of remuneration arrangements throughout the Group;
reviewed the Remuneration Policy, engaging with shareholders and leading proxy voting organisations on the new Policy; and
planned the cycle of work for 2025.
In addition, the members of the Committee held a number of meetings with key employees of the Group as well as office visits.
The Policy has been designed to encourage long-term, sustainable growth and provide Executive Directors with competitive overall
remuneration for the achievement of stretching performance targets aligned to delivering the business strategy.
The operation of the Policy has been tested against the six factors listed in Provision 40 of the Corporate Governance Code:
Clarity: the policy is as clear as possible and full details are described in straightforward concise terms to shareholders and the
workforce;
Simplicity: remuneration structures are as simple as possible and are market typical, whilst at the same time incorporating the
necessary structural features to ensure a strong alignment to performance and strategy and minimising the risk of rewarding failure;
Risk: the remuneration policy has been shaped to discourage inappropriate risk taking;
Predictability: elements of the policy are subject to caps and dilution limits. The Remuneration Committee may exercise its discretion
to adjust Directors’ remuneration if a formula-driven incentive pay-out is inappropriate in the circumstances;
Proportionality: there is a sensible balance between fixed pay and variable pay, and incentive pay is weighted to sustainable long-
term performance. Incentive plans are subject to performance conditions that consider both financial and non-financial performance
linked to strategy, and outcomes will not reward poor performance; and
Alignment to culture: the Remuneration Committee will consider company culture and wider workforce policies when shaping and
developing Executive Director remuneration policies to ensure that there is coherence across the organisation. There will be a strong
emphasis on the fairness of remuneration outcomes across the workforce.
Effectiveness
The operations of the Committee were reviewed as part of a Board performance review led by Tim Score during 2024; the Committee
was found to be operating effectively. For more details of this exercise, please see page 75.
External advisers
The Remuneration Committee receives independent advice from Korn Ferry, Executive Pay & Governance division, who were
appointed pre-IPO in 2021 following a tender process. Korn Ferry were selected on the basis of their expertise in the area and with a
view to ensuring independence from other advisers in the Group. Korn Ferry is a signatory to the Remuneration Consultants’ Code of
Conduct and has confirmed to the Committee that it adheres in all respects to the terms of the code. The Committee is satisfied that its
remuneration advisers act independently. The fees for the advice provided during 2024 were £67,430.
Resolution Votes for % Votes against %
Total votes cast
(excluding
withheld votes) Votes withheld
Directors’ Remuneration Report for 2023 (2024 AGM) 592,897,804 99.81% 1,138,122 0.19% 594,035,926 1,777,536
Directors’ Remuneration Policy (2022 AGM) 747,619,996 99.74% 1,975,439 0.26% 749,595,435 59,712,930
Governance of remuneration continued
110
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Directors’ report and additional disclosures
Information Section in Annual Report Page numbers
Likely future developments of the business of the Group Strategic Report 20 – 25
Stakeholder engagement (including employee engagement) Strategic Report 30 – 35
Dividends Strategic Report 7
Carbon and greenhouse gas emissions Strategic Report 63 – 69
Risk management Strategic Report 57 – 62
Board of Directors Governance 71 – 74
Corporate governance report Governance 76 – 79
Financial instruments – risk management objectives and policies Financial Statements 180 – 185
Acquisitions of own shares Financial Statements 187
Events after the reporting period Financial Statements 200
Diversity policy Our People 26 - 28
Diversity policy (further information) Nomination Committee report 80
Risk management and internal controls Audit and Risk Committee report 81 - 87
The Directors present their report for the year ended 31 December 2024.
TheDirectors’ report comprises this report and the entire Governance section.
Inaccordance with the UK Listing Rules, the information to be included in the 2024
Annual Report, where applicable, under UKLR 6.6 is set out in thisDirectors’ report.
Particular information that is relevant to this report, andwhichis incorporated by
reference, can be located asfollows:
The Directors’ report, together with the Strategic Report
on pages 1 to 70, represent the management report for the
purposes of compliance with Rule 4.1 of the FCA’s Disclosure
Guidance and Transparency Rules.
Directors’ liability insurance and indemnity
The Company has purchased and maintains Directors’
and Officers’ insurance cover against certain legal liabilities
and costs for claims in connection with any act or omission
by such Directors and officers in the execution of their duties.
The Company has also indemnified each Director to the extent
permitted by law against any liability incurred in relation
to acts or omissions arising in the ordinary course of their duties.
The indemnity arrangements are qualifying third-party indemnity
provisions under section 234 of the Companies Act 2006.
All such indemnities were in force during 2024, other than
that for Ruth Prior, which took effect upon her appointment.
Political donations
It is not the policy of the Company to make political donations
ascontemplated by the Companies Act 2006 and, during 2024,
nodonations were made to political parties or organisations,
or independent election candidates, and no political expenditure
wasincurred.
111
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Directors’ report and additional disclosures continued
The Group treats applicants and employees with disabilities fairly and provides facilities, equipment and training to assist disabled
employees to do their jobs. Arrangements are made as necessary toprovide support to job applicants who happen to be disabled. Should
an employee become disabled during their employment, efforts are made to retain them in their current employment or toexplore the
opportunities for their retraining or redeployment within the Group.
Financial support is also provided by the Group to support disabled employees who are unable to work, as appropriate tolocalmarket
conditions.
The Group has clear grievance and disciplinary procedures inplace, and also has an employee assistance programme which provides a
confidential, free and independent counselling service which is available to employees in a number of locations.
Numerical diversity data as at 31 December 2024
Gender identity and ethnicity diversity data in accordance with UKLR 6.6.6(10) is set out below:
Gender identity
Number of
Board members
Percentage of
the Board
Number of senior positions
on the Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 4 57.1% 3 12 80%
Women 3 42.9% 1 3 20%
Not specified/prefer not to say
Ethnic background
Number of
Board members
Percentage of
the Board
Number of senior positions
on the Board (CEO, CFO,
SID and Chair)
Number
in executive
management
Percentage
of executive
management
White British or other White (including minority-white groups) 6 85.7% 4 14 93%
Mixed/Multiple ethnic groups
Asian/Asian British 1 14.3% 0
Black/African/Caribbean/Black British
Other ethnic group
Not specified/prefer not to say 1 7%
The data in the table above was obtained on a voluntary self-
reported basis. Participants were invited to complete either a
survey through a secure electronic portal or a questionnaire,
allowing them to confirm their sex and gender identity, and ethnic
background.
The Parker Review target and the target set by UKLR 6.6.6(9)(a)
(iii) was met. As at 31 December 2024 there were three women on
the Board out of seven directors, including the Chief Financial
Officer, which also met the targets set by UKLR 6.6.6(9)(a)(i) and
UKLR 6.6.6(9)(a)(ii).
Share capital
As at 24 March 2025, the issued share capital was 823,930,986
ordinary shares of £0.00005 each, 500 deferred shares of £81
each, 1 deferred share of £1, and 1 deferred share of £0.01.
Significant shareholdings
As at 31 December 2024, the Company had been notified
pursuant to DTR 5 or otherwise was aware at the time of the IPO
of the following interests representing 3% or more of the voting
rights of the Company’s ordinary shares:
Shareholder
Number of
ordinary shares
Percentage of
total voting rights
Burgundy Investments Holdings LP 78,424,917 9.52%
Blue Owl Capital Inc.* 73,673,286 8.94%
T. Rowe Price Associates, Inc. 45,130,992 5.48%
The Capital Group Companies, Inc. 41,939,868 5.09%
* excludes shares held by Blue Owl GP Stakes III Aspen Trust and Blue Owl GP Stakes
IV Aspen Trust, where Blue Owl Capital Inc. has no right to vote the shares.
Between 31 December 2024 and 24 March 2025, being the latest
practicable date before the publication of this Annual Report, the
Company received no further notifications under DTR 5.
Rights and restrictions attaching to
ordinaryshares
Holders of ordinary shares are entitled to attend, speak
and vote atgeneral meetings and to appoint proxies and,
in the case ofcorporations, corporate representatives are entitled
to attend, speak and vote at such meetings on their behalf.
To attend and vote at a general meeting a shareholder must be
entered on the register of members at such time (not being earlier
than 48 hours before the meeting) as stated in the notice of general
meeting. All resolutions at a general meeting are voted on by poll,
with holders of ordinary shares having one vote for each share held.
112
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Where a shareholder has been duly served notice under section
793 of the Companies Act 2006 (which confers upon public
companies the right to require information with respect to interests
in their voting shares) and the shareholder is in default of the
notice for a period of 14 days, unless the Directors determine
otherwise the shareholder (and any transferee) will not be entitled
to attend or vote at a general meeting. Where the relevant shares
represent 0.25% or more of the issued ordinary shares, the
Directors may direct that no transfer of shares that are the subject
of the default be registered until the default is remedied, provided
that where the shares are in uncertificated form, the Directors may
only exercise their discretion not to register a transfer if permitted
to do so by applicable legislation.
Ordinary shares have attached to them full dividend and capital
distribution (including on winding up) rights, but do not confer
any rights of redemption.
Holders of deferred shares shall not be entitled to vote or receive
any notice convening a general meeting of the Company, and shall
not be entitled to receive any dividends or other distributions or to
participate in any return of capital (other than to receive the nominal
value of such shares in a liquidation after all other shares have
received £1 million per share). They do not confer any rights
ofredemption.
All issued share capital of the Company at the date of this Annual
Report is fully paid.
The Articles of the Company do not contain any restrictions
onthe transfer of shares in the capital of the Company, other
thanan ability of the Directors to refuse to register a transfer:
of shares that are not fully paid;
in respect of more than one class of shares;
which is not accompanied by the relevant share certificate (or,
where requested, other evidence of right to transfer is not
provided);
which is not duly stamped in circumstances where a duly
stamped instrument is required (or where requested, evidence
that the transfer is not subject to stamp duty is not provided);
of shares over which the Company has a lien; or
in favour of more than four persons jointly.
Certain restrictions may from time to time be imposed by laws and
regulations (for example, insider trading laws and the UK Takeover
Code) and requirements of the Company’s share dealing code
whereby the Directors and employees of the Group require prior
clearance to deal in the Company’s securities.
In the event the Company is deemed to be an investment
company as defined in the Investment Company Act or the
Company’s assets may be considered “plan assets” within the
meaning of the US Employee Retirement Income Security Act of
1974 (as amended), the Directors may restrict ownership in the
Company by: (i) “U.S. persons” (as defined in Regulation S under
the U.S. Securities Act) that are not a “qualified purchaser” (as
defined under the Investment Company Act); or (ii) a person that
is a benefit plan investor (including directly or through or as a
nominee). In such circumstances, the Articles give the Directors
the power to require a transfer of shares by ineligible persons.
Pursuant to a reorganisation agreement entered into by, among
others, Burgundy A1 Nominees Limited, Burgundy A2 Nominees
Limited, Burgundy A3 Nominees Limited, Burgundy A4
Nominees Limited, Burgundy A5 Nominees Limited, Burgundy
B1 Nominees Limited, Burgundy B2 Nominees Limited, Burgundy
C Nominees Limited (the foregoing being the “Nominee
Companies”), the Company and various pre-IPO shareholders
(being current or former employees of the Group or certain related
persons) (the “Management Shareholders”), the Nominee
Companies hold shares in the Company on behalf of the
Management Shareholders. Pursuant to the terms of the
agreement, the Management Shareholders are subject to
restrictions on their ability to dispose of their underlying shares for
a period of up to five years from the IPO.
As at 31 December 2024, below is the schedule for the remaining
releases of shares from the IPO lock-up restrictions:
Date Shares released from lock-up
July 2025 81,329,463
July 2026 186,049,191
Pursuant to the Company’s Long-Term Incentive Plan and the
relevant terms of grant, Company shares granted to Executive
Directors on vesting of existing awards are subject to a holding
period of two years.
Certain shares in the capital of the Company which were issued
around closing of the ECP transaction or which will be issued: (i)
following vesting of awards that have been granted to ECP
employees; or (ii) following exercise of rights to exchange limited
partnership units for Company shares, are subject to various
lock-up provisions, the longest of which extends to 20 August
2029, being the fifth anniversary of closing of the transaction.
Further details are set out in the circular in respect of the ECP
transaction dated 2 October 2023.
Save as described above and within this Directors’ report,
the Company is not aware of any agreements between holders
of its securities that may restrict the transfer of shares or exercise
of voting rights.
Authority to purchase own shares
At the annual general meeting held on 15 May 2024, shareholders
passed a special resolution to authorise the Company, subject to
certain conditions, to purchase on the market a maximum of
79,413,999 ordinary shares, representing approximately 10%
ofthe Company’s issued ordinary share capital. As at 24 March
2025, 1,823,721 shares have been purchased under this authority,
and the authority will expire at the conclusion of the 2025
AGMor, if earlier, at the close of business on 31 July 2025.
TheDirectors are seeking the renewal of this authority at the
2025AGM.
113
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Employee benefit trust
The Company has established an employee benefit trust (“EBT”)
to hold and acquire shares for the potential benefit of employees.
Pursuant to the terms of the EBT, the trustee is required to refrain
from exercising any voting rights attached to shares held by it,
unless the Company directs otherwise.
Dividend waiver
A dividend waiver has been given by the trustee of the EBT
inrespect of all dividends payable by the Company on shares
whichit holds in trust.
Powers of Directors and Director appointments
The Directors manage the business and affairs of the Company
and may exercise all powers of the Company other than those
that are required by applicable legislation or by the Articles
to be exercised by the Company in general meeting.
The appointment and replacement of Directors is governed by the
Company’s Articles, the Companies Act 2006 and other applicable
legislation. The Directors may appoint any person to be a Director
so long as the total number of Directors does not exceed the limit
prescribed in the Articles (the maximum number of Directors
under the Articles is 20, save that the Company may vary this
maximum from time to time by ordinary resolution).
The Articles provide that the Company may, by ordinary
resolution at a general meeting, appoint any person to act
as aDirector, provided that such person is recommended
by the Directors, or the Company has received from the
person confirmation in writing, no later than seven days before
the relevant general meeting, of that person’s willingness to be
elected as a Director.
The Company may, by ordinary resolution (of which special notice
has been given), remove any Director from office. The Articles
alsoset out the circumstances in which a person shall cease
tobeaDirector.
The Articles require that at each annual general meeting each
person who is then a Director shall retire from office. A Director
who retires at an annual general meeting shall be eligible for
re-election by shareholders.
The Board considers all Directors to be effective and committed
totheir roles, and to have sufficient time to perform their duties.
All Directors are required to seek the prior approval of the Board
before taking on any significant external appointments.
Articles
The Articles may only be amended by special resolution
at a general meeting of shareholders.
Change of control
There are no significant agreements to which the Group is a party
that take effect, alter or terminate upon a change of control of the
Group, other than the following:
the governing documents of various funds (including the
flagship Bridgepoint Europe and ECP funds) include change
ofcontrol provisions typically triggered by either a person (or
group of affiliated persons) acquiring more than 50% of voting
rights in the Group, or personnel/former personnel (and their
related parties) ceasing to hold a certain percentage of the
entitlement to carried interest in the relevant fund, in each case
as applicable to the relevant fund. In such circumstances, the
governing documents allow for cure periods and/or consultation
processes, but in the absence of resolution the relevant fund may
have its investment period suspended or the fund may be
dissolved;
the revolving facilities agreement and note purchase agreement
entered into by the Group each include change of control
provisions whereby on a change of control each lender or
noteholder as relevant shall be entitled to issue a prepayment
notice requiring the Group to prepay amounts payable to them
under such agreements, and where relevant cancelling any
undrawn commitments provided by such lender;
awards under the Group’s Deferred Annual Bonus Plan
generally vest in full (to the extent not already vested)
on a change of control of the Company; and
awards under the Group’s Long-Term Incentive Plan and All
Employee Share Plan generally vest upon a change of control,
subject to the extent to which the performance conditions have
been satisfied at the time and time pro-rating unless and to the
extent that the Remuneration Committee disapplies or reduces
time pro-rating.
There are no agreements between the Group and its Directors
or employees providing for compensation for loss of office
or employment that occurs because of a takeover bid,
apart from the usual provisions for payment in lieu of notice.
By order of the Board
David Plant
Group Company Secretary
Bridgepoint Group plc
Company number: 11443992
Directors’ report and additional disclosures continued
114
Bridgepoint Group – 2024 Annual Report & Accounts Governance
Statement of 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 prepared the Group and Company financial statements
inaccordance with international accounting standards in
conformity with the requirements of the Companies Act 2006.
Additionally, the FCA’s Disclosure Guidance and Transparency
Rules require the Directors to prepare the Group financial
statements in accordance with international financial reporting
standards adopted in the United Kingdom.
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 Group and Company and of
theprofit or loss of the Group and Company for that period. In
preparing the financial statements, the Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and accounting estimates that are reasonable,
relevant, reliable and prudent;
for the Group financial statements, state whether they have been
prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act
2006 and International Financial Reporting Standards as
adopted in the United Kingdom;
for the Company financial statements, state whether applicable
UK accounting standards have been followed, subject to any
material departures disclosed and explained in the Company
financial statements;
assess the Group and Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
use the going concern basis of accounting unless they either
intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
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.
The Directors are also responsible for safeguarding the assets of the
Company and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group and the Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed
on pages71 to 74, confirm that, to the best of their knowledge:
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidated
Group taken as a whole; and
the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidated
Group taken as a whole, together with a description of the
principal risks and uncertainties that they face.
In accordance with Section 418 of the Companies Act 2006, the
Directors confirm that, so far as they are each aware, there is no
relevant audit information of which the Company’s auditor is
unaware; and the Directors have taken all steps that they ought to
have taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information.
The Board has conducted a review of the effectiveness of the
Group’s systems of risk management and internal controls
including financial, operational and compliance controls, for the
year ended 31December2024.
In the opinion of the Board, the Company has complied with the
internal control requirements of the Corporate Governance Code
throughout the year, maintaining an ongoing process for
identifying, evaluating and minimising risk.
By order of the Board
Ruth Prior
Group Chief Financial Officer
115
GovernanceBridgepoint Group – 2024 Annual Report & Accounts
Independent auditor’s report to the members
ofBridgepoint Group plc
Opinion
We have audited the financial statements of Bridgepoint Group plc
(the “Parent Company”) and its subsidiaries (together the “Group”)
for the year ended 31 December 2024 which comprise the
Consolidated Statement of Profit or Loss, the Consolidated
Statement of Comprehensive Income, the Consolidated and
Company Statement of Financial Position, the Consolidated and
Company Statement of Changes in Equity, the Consolidated and
Company Statement of Cash Flows, and notes to the financial
statements, including material accounting policy information.
The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards and, as regards the Parent Company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion, the financial statements:
give a true and fair view of the state of the Group’s and of the
Parent Company’s affairs as at 31 December 2024 and of the
Group’s profit for the year then ended;
have been properly prepared in accordance with UK-adopted
international accounting standards and, as regards the Parent
Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006; and
have been prepared in accordance with the requirements of the
Companies Act 2006.
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 are independent of the Group and the
Parent 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 entities
and public interest entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
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 audit procedures to evaluate the Directors’ assessment of the
Group’s and the Parent Company’s ability to continue to adopt
thegoing concern basis of accounting included but were not
limited to:
undertaking an initial assessment at the planning stage of the
audit to identify events or conditions that may cast significant
doubt on the Group’s and the Parent Company’s ability to
continue as a going concern;
obtaining an understanding of the relevant controls relating to
the Directors’ going concern assessment;
making enquiries of the Directors to understand the period of
assessment considered by them, the assumptions they
considered and the implication of those when assessing the
Group’s and the Parent Company’s future financial
performance;
identifying and testing key assumptions within the going
concern assessment;
testing the mechanical and arithmetical accuracy of the model
used to prepare the Group’s cash flow forecasts;
considering the consistency of Management’s forecasts with
other areas of the audit;
obtaining an understanding of the financing facilities available to
the Group and reviewing the compliance with related covenants;
assessing the sensitivity of the forecasts and conclusions to key
assumptions including critically reviewing stressed scenarios;
assessing the appropriateness of risk factors disclosed in the
Group’s going concern statement by comparison to the
understanding gained in our audit procedures; and
reviewing the disclosures included in the annual report in order
to assess that the disclosures were appropriate and in conformity
with the reporting standards.
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
Group’s and the Parent 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.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
In relation to Bridgepoint Group plc’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.
116
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
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) 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.
We summarise below the key audit matters in forming our opinion above, together with an overview of the principal audit procedures
performed to address each matter and our key observations arising from those procedures.
These matters, together with our findings, were communicated to those charged with governance through our Audit Completion Report.
Key Audit Matter How our scope addressed this matter
Recognition of revenue arising from management fees
In the Consolidated Statement of Profit or Loss, management fees
total £329.2 million (2023: £265.3 million).
Refer to the accounting policies (page 137); and Note 6 of the
Financial Statements (page 153).
The Group is entitled to management fees arising from its
performance of investment management services to funds.
Management fees are based on an agreed percentage of either
committed or invested capital, depending on the fund and its life
stage. Auditing standards presume there is a risk of fraud
associated to revenue recognition. We have concluded that due to
the manual nature of the process, that risk is associated to the
incorrect calculation of management fees for funds in the
fundraising stage or those with significant investors holding side
agreements.
Our audit procedures included, but were not limited to:
performing walkthroughs to develop an understanding of the
procedures associated with revenue recognition and evaluating
the design and implementation of the relevant controls in place;
selecting a sample of funds and:
for funds in the fundraising stage, ensuring new commitments
are captured in the appropriate period based on the
underlying contractual arrangements; and
for funds with significant investors holding side agreements,
selecting a sample of these agreements to verify their correct
application in the management fee calculation including
verifying the inputs against supporting evidence.
Our observations
Our audit procedures did not identify any material matters
regarding the calculation and recognition of management fees.
Management fees have been recorded in accordance with
UK-adopted international accounting standards.
117
Financial statementsBridgepoint Group – 2024 Annual Report & Accounts
Key Audit Matter How our scope addressed this matter
Valuation of private equity, credit and infrastructure funds
In the Consolidated Statement of Financial Position, the fair value
of level 3 fund investments, excluding unconsolidated CLOs, is
£738.0 million (2023: £286.2 million).
Refer to the accounting policies (pages 141 to 143); and Notes 3,
17 and 20 of the Financial Statements (pages 146 to 147, 165 to
166 and pages 174 to 179).
The Group holds investments in private equity, credit and
infrastructure funds. These are measured at fair value based on the
net asset value determined by Bridgepoint, acting as the manager
of the underlying funds.
The valuation techniques used to determine the fair value of
investments held by the funds involve a higher degree of
estimation uncertainty, including the impact of climate change.
Therefore, there is a risk of error in the determination of the fair
value of these investments that could lead to a misstatement in the
fair value of the investments in those funds.
Our audit procedures included, but were not limited to:
performing walkthroughs to develop an understanding of the
procedures and controls associated with valuation of
investments and evaluating the design and implementation of
the relevant controls in place. This included inquiry of
Management regarding the valuation governance structure and
their oversight of the valuation process, including evidencing
the oversight from the Audit and Risk Committee and the
relevant Valuation Committees;
for a sample of investments in funds, agreeing the balance to
capital statements and reconciling the capital statements to
audited financial statements of the funds; and
for a sample of underlying portfolio investments held by the
funds (look-through procedures), with the assistance of our
valuation specialists:
evaluating the appropriateness of the valuation methodology
used and obtaining an understanding of the key assumptions
including the impact of climate change;
agreeing key inputs into the valuation models to source data;
and
assessing the mathematical accuracy of the valuation models.
Our observations
For the sample of valuations subject to our audit procedures, we
concluded that the methodology applied in the valuations and the
assumptions adopted therein are in line with IPEV guidelines and
generally accepted valuation practices and comply with the fair
value principles outlined in IFRS 13 “Fair Value Measurement”
(“IFRS 13”).
Independent auditor’s report to the members
ofBridgepoint Group plc
continued
118
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Key Audit Matter How our scope addressed this matter
Recognition of carried interest income and measurement of
carried interest receivable
In the Consolidated Statement of Profit or Loss, carried interest
income totals £59.1 million (2023: £30.0 million). In the
Consolidated Statement of Financial Position, carried interest
receivable amounts to £113.3 million (2023: £67.3 million).
Refer to the accounting policies (page 137); and Notes 3, 6 and 16
of the Financial Statements (pages 146, 153 and 164).
The carried interest receivable represents the expected income
that the Group will receive from those funds where the fund
performance has exceeded the relevant thresholds based upon the
net asset value of the underlying fund.
Carried interest is calculated as a contractual percentage of a
fund’s return, once a specified hurdle rate is met. These amounts
are specified in the underlying contract between the fund and the
Group in its capacity as investment manager. Carried interest is
only received when a triggering event, such as a realisation of a
fund’s investment, occurs. In respect of carried interest, in
accordance with IFRS 15 “Revenue from Contracts with
Customers” (“IFRS 15”), Management must apply judgment to
determine whether it is highly probable that the performance
above the hurdle of each fund will not reverse after the
reportingdate.
The accuracy and recognition of revenue is important to the
Group’s financial statements. Stakeholder expectations may place
pressure on Management to influence the recognition of revenue.
This may result in overstatement or deferral of revenue to assist in
meeting current or future revenue targets or expectations.
We associated a higher risk to the estimation process of the
discount applied in determining the constraint to variable
consideration due to the judgement involved in the process and
the opportunity for management override.
Our audit procedures included, but were not limited to:
performing walkthroughs to develop an understanding of the
procedures associated with recognition and measurement of
carried interest and evaluating the design and implementation
of the relevant controls;
for a sample of managed funds:
agreeing the inputs used in the carried interest calculations to
supporting evidence, including legal agreements, verifying the
applicable hurdle and triggers for the contractual right to
carried interest;
recalculating the value of the carried interest receivable;
verifying that Management has consistently applied their
estimation methodology in determining the discount applied
for recognition of carried interest accrual; and
understanding the rationale for any judgmental adjustments
applied to the estimation methodology and assessing their
reasonableness and
ensuring Management included appropriate disclosures in
relation to significant assumptions and sensitivities.
Our observations
Based on the results of audit procedures performed, we concluded
the recognition of carried interest is materially in accordance with
IFRS 15.
119
Financial statementsBridgepoint Group – 2024 Annual Report & Accounts
Key Audit Matter How our scope addressed this matter
Fair valuation of Energy Capital Partners’ (“ECP”) balance
sheet on acquisition date
During 2024, the Group completed the acquisition of ECP for a
consideration of £596.5 million. The acquisition resulted in the
recognition of goodwill valued at £436.3 million and intangibles
amounting to £229.6 million as of the acquisition date.
Additionally, the acquisition led to the recognition of non-
controlling interest, which amounted to £200.2 million at the
time of acquisition.
Refer to the accounting policies (page 136, 141); and Notes 3, 4,
15 and 24 of the Financial Statements (pages 148, 149 to 150,
162 to 164 and 187 to 188).
On acquisition, separate intangible assets must be identified and
valued. Both the identification of each category of intangible asset
and the valuation of these assets are highly sensitive to underlying
assumptions of the duration and level of future cash flows and
discount rates. The Directors must exercise judgement in
identifying and estimating the fair value of the separately
identifiable intangibles comprising customer relationships and
carried interest arising from the acquisition.
The recognition of intangible assets, and other acquired assets/
liabilities, have a corresponding impact on the goodwill recognised
on acquisition.
As a result of these matters, our risk assessment determined that
the fair value of the identified intangible assets and the related
goodwill recognised on acquisition have a high degree of
estimation uncertainty.
Our audit procedures included, but were not limited to:
performing walkthroughs to develop an understanding of the
procedures associated with the acquisition accounting process
and evaluating the design and implementation of the relevant
controls;
carrying a comprehensive review and maintaining oversight of
the work performed by Forvis Mazars’ component auditors,
with a focus of assessing the reasonableness of the fair value of
the recognised net asset of the acquiree;
with the assistance of our valuation and technical accounting
specialists:
challenging Management’s identification of intangible assets
and the determination of their fair value; and
evaluating the appropriateness of the resulting goodwill and
non-controlling interest; and
assessing the Group’s disclosures regarding the acquisition and
estimation assumptions and whether they have been disclosed
appropriately.
Our observations
We concluded that fair value of identified intangible assets
comprising customer relationship and carried interest and the
resulting goodwill are reasonable.
We are satisfied that the related disclosures are reasonable and are
in accordance with IFRS 3 “Business Combinations”.
Independent auditor’s report to the members
ofBridgepoint Group plc
continued
120
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These,together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the
financialstatements as a whole as follows:
Overall materiality £7.1 million
How we
determinedit
5% of profit before tax excluding exceptional income and expenses, as reported in the Consolidated
Statement of Profit or Loss
Rationale for
benchmark applied
We have considered that the profitability of the business is the key focus of the users of the financial
statements, and as such, we have based our materiality around this benchmark. However, due to the impact of
exceptional costs and income related mainly to acquisition activity, this measure provides a more stable
benchmark for setting materiality compared to other measures.
Performance
materiality
Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial
statements as a whole.
Having considered the knowledge of the Group’s operations and controls in the prior year’s audit, we set
performance materiality at £4.3 million, which represents 60% of overall materiality.
Reporting threshold We agreed with the Directors that we would report to them misstatements identified during our audit above
£0.2 million as well as misstatements below that amount that, in our view, warranted reporting for qualitative
reasons.
Parent Company materiality
Overall materiality £7.1 million
How we
determinedit
1% of total assets (capped at 0.50% so as not to exceed Group materiality)
Rationale for
benchmark applied
We have considered that total assets is the most appropriate benchmark as the Parent Company is a holding
entity with no material liabilities. However since the resulting materiality was in excess of Group materiality,
the amount has been capped at the latter.
Performance
materiality
Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial
statements as a whole.
Based on our risk assessment, together with our assessment of the overall control environment, our
performance materiality is set at £4.3 million, which represents 60% of overall materiality.
Reporting threshold We agreed with the Directors that we would report to them misstatements identified during our audit
above£0.2 million, as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
121
Financial statementsBridgepoint Group – 2024 Annual Report & Accounts
As part of designing our audit, we assessed the risk of material
misstatement in the financial statements, whether due to fraud or
error, and then designed and performed audit procedures
responsive to those risks. In particular, we looked at where the
Directors made subjective judgements, such as assumptions on
significant accounting estimates.
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial
statements as a whole. We used the outputs of our risk assessment,
our understanding of the Group and the Parent Company, their
environment, controls, and critical business processes, to consider
qualitative factors to ensure that we obtained sufficient coverage
across all financial statement line items.
Our group audit scope included an audit of the Group and the
Parent Company financial statements. Based on our risk
assessment, Bridgepoint Advisers Holdings, Bridgepoint Advisers
II Limited, Bridgepoint Advisers Limited, Bridgepoint Advisers UK
Limited, Bridgepoint Credit Limited, Bridgepoint Credit
Management Limited, Bridgepoint Direct Lending II GP S.à r.l.,
Bridgepoint Direct Lending III GP S.à r.l., Bridgepoint Credit
Opportunities IV GP S.à r.l., Bridgepoint Credit Opportunities III
(GP) LP, Bridgepoint CLO 1 DAC, Bridgepoint CLO 3 DAC,
Bridgepoint CLO IV DAC, Bridgepoint CLO V DAC, Bridgepoint
CLO VI DAC, Bridgepoint CLO VII DAC, Bridgepoint CLO VIII
DAC and the Parent Company, Bridgepoint Group plc, were
subject to full scope audit performed by the Group audit team and
engaged Forvis Mazars component auditors to perform a full scope
audit of Energy Capital Partners Holdings LP and Energy Capital
Partners Management, LP and specified scope procedures on
Bridgepoint SAS.
In addition, for the 18 components, we conducted audit
procedures on specific account balances within those components.
These account balances were selected based on their potential to
significantly impact the consolidated financial statements, either
due to their size or their risk profile.
For the full scope components where the work was performed by
component auditors, we determined the appropriate level of
involvement to enable us to determine that sufficient audit
evidence had been obtained as a basis for our opinion on the
Group as a whole.
The Group audit team interacted regularly with the component
teams during various stages of the audit and were responsible for
the scope and direction of the audit process. Physical site visits
were undertaken by the Senior Statutory Auditor and other senior
members of the Group audit team during the current year’s audit
cycle to the component team in United States of America, while
virtual meetings were held with the component team in France.
These physical site visits and regular virtual meetings involved
discussing and challenging the audit approach with the component
team and any findings arising from their work, meeting with local
Management, attending planning and closing meetings and
reviewing relevant audit working papers on risk areas. This,
together with the additional procedures performed at Group level,
gave us appropriate evidence for our opinion on the Group
financial statements and ensured that the Group audit team
exercised appropriate oversight of the primary locations of the
Group.
At the Parent Company level, the Group audit team also tested the
consolidation process and carried out analytical procedures to
confirm our conclusion that there were no significant risks of
material misstatement of the aggregated financial information.
Independent auditor’s report to the members
ofBridgepoint Group plc
continued
122
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Other information
The other information comprises the information included in the
Annual report and Accounts other than the financial statements
and our auditor’s report thereon. The Directors are responsible for
the other information. 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 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.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
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
those reports have been prepared in accordance with applicable
legal requirements;
the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Guidance and Transparency Rules
sourcebook made by the Financial Conduct Authority (the FCA
Rules), is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements; and
information about the Parent Company’s corporate governance
code and practices and about its administrative, management
and supervisory bodies and their committees complies with rules
7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
123
Financial statementsBridgepoint Group – 2024 Annual Report & Accounts
Independent auditor’s report to the members
of Bridgepoint Group plc
continued
Matters on which we are required to report by
exception
In light of the knowledge and understanding of the Group and the
Parent Company and their environment obtained in the course of
the audit, we have not identified material misstatements in the:
Strategic Report or the Directors’ Report; or
information about internal control and risk management systems
in relation to financial reporting processes and about share
capital structures, given in compliance with rules 7.2.5 and 7.2.6
of the FCA Rules.
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 Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
the Parent 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; or
a corporate governance statement has not been prepared by the
Parent Company.
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 Bridgepoint Group
plc ‘s compliance with the provisions of the UK Corporate
Governance Statement 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:
Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified, set out on page 55;
Directors’ explanation as to its assessment of the entity’s
prospects, the period this assessment covers and why the period
is appropriate, set out on page 54 – 56;
Directors’ statement on fair, balanced and understandable, set
out on page 115;
Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks, set out on page 86;
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems,
set out on page 86; and
The section describing the work of the Audit and Risk
committee, set out on page 81 – 87.
124
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities set out on page 115, 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 Group’s and the Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Group or the Parent 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.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and the Parent
Company and their industry, we considered that non-compliance
with the following laws and regulations might have a material
effect on the financial statements: UK Bribery Act, UK Corporate
Governance Code, Financial Services and Markets Act,
Streamlined Energy and Carbon Reporting, tax legislation and
anti-money laundering regulation.
To help us identify instances of non-compliance with these laws
and regulations, and in identifying and assessing the risks of
material misstatement in respect to non-compliance, our
procedures included, but were not limited to:
gaining an understanding of the legal and regulatory framework
applicable to the Group and the Parent Company, the industry
in which they operate, and the structure of the Group, and
considering the risk of acts by the Group and the Parent
Company which were contrary to the applicable laws and
regulations, including fraud;
inquiring of the Directors, Management and, where appropriate,
those charged with governance, as to whether the Group and the
Parent Company is in compliance with laws and regulations, and
discussing their policies and procedures regarding compliance
with laws and regulations;
inspecting correspondence with relevant licensing or regulatory
authorities including Financial Conduct Authority;
reviewing minutes of Directors’ meetings in the year; and
discussing amongst the engagement team the laws and
regulations listed above, and remaining alert to any indications
of non-compliance.
We also considered those laws and regulations that have a direct
effect on the preparation of the financial statements, such as the
Companies Act 2006.
In addition, we evaluated the Directors’ and Management’s
incentives and opportunities for fraudulent manipulation of the
financial statements, including the risk of management override of
controls, and determined that the principal risks related to
manipulating accounting records and preparing fraudulent
financial statements by overriding controls that otherwise appear
to be operating effectively. Due to the unpredictable way in which
such override could occur there is a risk of material misstatement
due to fraud on all audits.
Our procedures in relation to fraud included but were not limited to:
making enquiries of the Directors and Management on whether
they had knowledge of any actual, suspected or alleged fraud;
gaining an understanding of the internal controls established to
mitigate risks related to fraud;
discussing amongst the engagement team the risks of fraud;
addressing the risks of fraud through management override of
controls by performing journal entry testing;
critically assessing accounting estimates impacting amounts
included in the financial statements for evidence of management
bias;
125
Financial statementsBridgepoint Group – 2024 Annual Report & Accounts
considering significant transactions outside of the normal course
of business. Our approach included Management inquiry,
review of the Board minutes, review of correspondences with
regulators and analytical review to identify significant
movements on transactions and balances and substantively
testing the transaction and related disclosure, where applicable;
reviewing the journal entry process to evaluate its effectiveness
and appropriateness, including an assessment of the level of
segregation of duties and a risk-based selection of journals based
on what we considered as high-risk criteria using a data analytics
tool and testing these against supporting documentation and
obtaining Management explanations; and
obtaining an understanding of the rationale for and testing
related party transactions and balances.
The primary responsibility for the prevention and detection of
irregularities, including fraud, rests with both those charged with
governance and Management. As with any audit, there remained a
risk of non-detection of irregularities, as these may involve
collusion, forgery, intentional omissions, misrepresentations or the
override of internal controls.
The risks of material misstatement that had the greatest effect on our
audit are discussed in the “Key audit matters” section of this report.
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.
Independent auditor’s report to the members
ofBridgepoint Group plc
continued
Other matters which we are required to address
Following the recommendation of the Audit and Risk Committee,
we were appointed by Bridgepoint Group plc on 4 October 2021
to audit the financial statements for the year ending 31 December
2021 and subsequent financial periods. The period of total
uninterrupted engagement is four years, covering the years ending
31 December 2021 to 31 December 2024.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in
conducting our audit.
Our audit opinion is consistent with our additional report to the
Audit and Risk Committee.
Use of the audit report
This report is made solely to the Parent 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 Parent 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 Parent
Company and the Parent Company’s members as a body for our
audit work, for this report, or for the opinions we have formed.
David Herbinet (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
26 March 2025
126
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidated Statement ofProfitorLoss
for the year ended 31 December
2024 2023
Note£ m£ m
Management and other fees
6
329.2
265.3
Carried interest
6
59.1
30.0
Fair value remeasurement of investments
6
38.8
25.3
Other operating income
1.0
1.0
Total operating income
428.1
321.6
Personnel expenses
7
(214.6)
(132.5)
Other operating expenses
8
(67.3)
(92.0)
EBITDA*
146.2
97.1
Depreciation and amortisation expense
10
(36.2)
(18.7)
Finance and other income
11
7.8
16.7
Finance and other expenses
11
(37.1)
(9.1)
Profit before tax*
80.7
86.0
Tax
12
(11.6)
(15.3)
Profit after tax
69.1
70.7
Attributable to:
Equity holders of the parent
64.8
70.7
Non-controlling interests
24 (d)
4.3
69.1
70.7
Pence
Pence
Basic earnings per share
13
8.0
8.7
Diluted earnings per share
13
6.4
8.7
* Exceptional expenses of £61.8m (2023: £47.7m) are included in EBITDA. Profit before tax includes exceptional expenses of £62.6m (2023: £47.7m) and nil exceptional income
(2023: £6.9m). Details of exceptional items are included in note 9 on page 158.
The notes to the accounts form an integral part of these financial statements.
127
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December
2024 2023
Note£ m£ m
Profit after tax
69.1
70.7
Items that may be reclassified to the statement of profit or loss in subsequent years:
Exchange differences on translation of foreign operations
10.6
(5.8)
Change in the fair value of hedging instruments
21 (b)
14.0
8.6
Change in the time value of foreign exchange options
21 (b)
(0.1)
0.1
Reclassifications to the Consolidated Statement of Profit or Loss
21 (b)
0.3
1.3
Total tax on components of other comprehensive income
12 (c)
(3.3)
(2.2)
Other comprehensive income net of tax
21.5
2.0
Total comprehensive income net of tax
90.6
72.7
Total comprehensive income attributable to:
Equity holders of the parent
83.2
72.7
Non-controlling interests
24 (d)
7.4
90.6
72.7
The notes to the accounts form an integral part of these financial statements.
128
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidated Statement of Financial Position
as at 31 December
2024 2023
Note£ m£ m
Assets
Non-current assets
Property, plant and equipment
14
88.3
73.7
Goodwill and intangible assets
15
789.9
116.6
Carried interest receivable
16
113.3
67.3
Fair value of fund investments
17 (a), (b)
765.6
301.4
Trade and other receivables
17 (a), (f)
33.9
23.2
Total non-current assets
1,791.0
582.2
Current assets
Consolidated CLO assets*
17 (a), (d)
1,978.2
1,348.8
Trade and other receivables
17 (a), (f)
139.5
118.2
Derivative financial assets
17 (a), (e)
26.4
6.2
Other investments
17 (a), (c)
7.5
Cash and cash equivalents
17 (a), (g)
90.8
238.8
Consolidated CLO cash*
17 (a), (g)
69.0
76.0
Total current assets
2,303.9
1,795.5
Total assets
4,094.9
2,377.7
Liabilities
Non-current liabilities
Trade and other payables
18 (a), (b)
35.6
13.1
Other financial liabilities
18 (a), (d)
159.4
50.1
Fair value of consolidated CLO liabilities*
18 (a), (e)
1,696.2
1,152.0
Borrowings
18 (c)
485.3
Lease liabilities
18 (a),19
74.4
69.7
Deferred tax liabilities
23
44.7
33.9
Total non-current liabilities
2,495.6
1,318.8
Current liabilities
Trade and other payables
18 (a), (b)
157.1
132.5
Lease liabilities
18 (a), 19
13.5
11.9
Derivative financial liabilities
18 (a), (g)
4.2
1.6
Consolidated CLO liabilities*
18 (a), (e)
20.6
14.9
Consolidated CLO purchases awaiting settlement*
18 (a), (f)
212.7
176.8
Total current liabilities
408.1
337.7
Total liabilities
2,903.7
1,656.5
Net assets
1,191.2
721.2
Equity
Share capital
24 (a)
0.1
0.1
Share premium
24 (a)
375.1
289.8
Other reserves
24 (c)
51.1
12.6
Retained earnings
557.1
418.7
Equity attributable to owners of the parent
983.4
721.2
Non-controlling interests
24 (d)
207.8
Total equity
1,191.2
721.2
* Details of the Group’s interest in consolidated Collateralised Loan Obligations (“CLOs”) are included in note 18 (d). Total Group exposure to consolidated CLOs is £117.7m
(2023: £81.1m) at 31 December 2024. The Group’s investment in CLOs which are not consolidated is £14.6m (2023: £15.2m) and is included within fair value of fund investments.
Total equity holders’ exposure in the CLOs is £99.5m at 31 December 2024 (2023: £96.3m), excluding the interests of non-controlling interests of£32.8m (2023: £nil).
Anon-statutory Consolidated Statement of Financial Position, excluding consolidated CLOs is presented on page 202.
The financial statements of Bridgepoint Group plc (company registration number: 11443992),
which include the notes, were approved and authorised by the Board of Directors on 26 March 2025
and were signed on its behalf by:
R C Prior
Director
129
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidated Statement ofChangesin Equity
for the year ended 31 December
Total equity
attributable
Share Share Other Retained toowners Non-controllingTotal
capital premium reserves earnings of the parentinterestsequity
Note£ m£ m£ m£ m£ m£ m£ m
At 1 January 2024
0.1
289.8
12.6
418.7
721.2
721.2
Profit for the year
64.8
64.8
4.3
69.1
Other comprehensive income
21.6
(3.2)
18.4
3.1
21.5
Total comprehensive income
21.6
61.6
83.2
7.4
90.6
Share-based payment
7 (a)
33.1
33.1
5.5
38.6
Vested share-based payments
24 (c)
(16.2)
16.2
Acquisition and part disposal of
subsidiaries
4
198.0
198.0
232.7
430.7
Transactions with non-
controlling interests
24 (d)
0.0
85.3
(54.3)
31.0
(31.0)
Share buyback
24 (c)
(9.8)
(9.8)
(9.8)
Dividends and dividend
equivalents
25
(73.3)
(73.3)
(6.8)
(80.1)
At 31 December 2024
0.1
375.1
51.1
557.1
983.4
207.8
1,191.2
Share Share Other Retained Total
capital premium reserves earnings equity
Note£ m£ m£ m£ m£ m
At 1 January 2023
0.1
289.8
9.1
473.7
772.7
Profit for the year
70.7
70.7
Other comprehensive income
4.2
(2.2)
2.0
Total comprehensive income
4.2
68.5
72.7
Share-based payment expense
7 (a)
4.0
4.0
Vested share-based payments
24 (c)
(4.7)
4.7
Share buyback
24 (c)
(60.2)
(60.2)
Dividends
25
(68.0)
(68.0)
At 31 December 2023
0.1
289.8
12.6
418.7
721.2
The notes to the accounts form an integral part of these financial statements.
130
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidated Statement ofCashFlows
for the year ended 31 December
2024 2023
Note£ m£ m
Cash flows from operating activities
Cash generated from operations
26 (a)
12.3
99.7
Tax paid
(1.5)
(4.7)
Net cash inflow from operating activities
10.8
95.0
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months
17 (g)
100.0
Acquisition of subsidiaries, net of cash acquired
4
(162.8)
Payment for foreign exchange option premium in connection with acquisition
(3.8)
Receipts from investments (non-CLO)
90.1
83.6
Purchase of investments (non-CLO)
(379.2)
(46.9)
Receipt / purchase of other investments (non-CLO)
17 (c)
7.5
(7.5)
Interest received (non-CLO)
6.9
8.5
Receipts from investments (consolidated CLOs)
640.7
302.0
Purchase of investments (consolidated CLOs)
(1,129.2)
(751.9)
Payments for property, plant and equipment and intangible assets
14
(2.9)
(4.0)
Net cash outflow from investing activities
(928.9)
(320.0)
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and non-controlling interests
25
(80.1)
(68.0)
Share buyback
24 (c)
(9.8)
(60.2)
Receipts from disposal of subsidiary investments
32.5
Proceeds from the issue of US private placement notes
325.1
Repayment of US private placement notes
(31.8)
Drawings from related party investors in intermediate fund holding entities
126.3
1.2
Distributions to related parties in intermediate fund holding entities
(12.8)
Principal elements of lease payments
(15.4)
(6.6)
Drawings on bank facilities (non-CLO)
189.5
Repayment of bank facilities (non-CLO)
(189.5)
Drawn funding (consolidated CLOs)
374.8
148.7
Repayment of CLO borrowings (consolidated CLOs)
(526.2)
(258.5)
Cash from or (paid to) CLO investors (consolidated CLOs)
607.7
576.2
Interest paid (non-CLO)
(14.2)
(7.2)
Net cash inflow or (outflow) from financing activities
776.1
325.6
Net increase or (decrease) in cash and cash equivalents
(142.0)
100.6
Total cash and cash equivalents at the beginning of the year
314.8
220.6
Effect of exchange rate changes on cash and cash equivalents
(13.0)
(6.4)
Total cash and cash equivalents at the end of year
159.8
314.8
Cash and cash equivalents (for use within the Group)
17 (g)
90.8
238.8
Consolidated CLO cash (restricted for use within relevant CLO)
17 (g)
69.0
76.0
Total cash and cash equivalents at the end of year
159.8
314.8
1. The Consolidated Statement of Cash Flows includes those cash flows relating to third-party CLOs and other investors. A non-statutory Consolidated Statement of Cash Flows
(unaudited) excluding the impact of third-party CLOs and other investors is included on page 203.
The notes to the accounts form an integral part of these financial statements.
131
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company Statement ofFinancialPosition
as at 31 December
Note
2024
£ m
(Restated*)
2023
£ m
Assets
Non-current assets
Investments in subsidiaries and other Group affiliates 29 1,375.0 1,026.9
Trade and other receivables 17 (a), (f)
Deferred tax assets 23
Total non-current assets 1,375.0 1,026.9
Current assets
Trade and other receivables 17 (a), (f) 39.2 8.4
Cash and cash equivalents 17 (a), (g) 0.7 139.7
Derivative financial assets 17 (a), (e) 3.9
Total current assets 39.9 152.0
Total assets 1,414.9 1,178.9
Liabilities
Current liabilities
Trade and other payables 18 (a), (b) 8.5 140.8
Total liabilities 8.5 140.8
Net assets 1,406.4 1,038.1
Equity
Share capital 24 (a) 0.1 0.1
Share premium 24 (a) 375.1 289.8
Other reserves 24 (c) 596.7 574.4
Retained earnings 434.5 173.8
Total equity 1,406.4 1,038.1
* See note 1 for details of the restatement. There is no impact on the Group’s consolidated statement of financial position at 31 December 2023.
The Company’s profit for the year was £327.6m (2023 restated: loss of £44.4m).
The notes to the accounts form an integral part of these financial statements.
132
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company Statement ofChangesinEquity
for the year ended 31 December
Note
Share
capital
£ m
Share
premium
£ m
Other
reserves
£ m
Retained
earnings
£ m
Total
equity
£ m
At 1 January 2024 0.1 289.8 574.4 173.8 1,038.1
Profit for the year 327.6 327.6
Other comprehensive income (0.1) (0.1)
Total comprehensive loss (0.1) 327.6 327.5
Share-based payment 7 (a) 38.6 38.6
Vested share-based payments 24 (c) (16.2) 16.2
Share issuance 0.0 85.3 85.3
Share buyback 24 (c) (9.8) (9.8)
Dividends and dividend equivalents 25 (73.3) (73.3)
At 31 December 2024 0.1 375.1 596.7 434.5 1,406.4
Note
Share
capital
£ m
Share
premium
£ m
Other
reserves
£ m
(Restated*)
Retained
earnings
£ m
Total
equity
£ m
At 1 January 2023 0.1 289.8 575.0 341.7 1,206.6
Loss for the year (44.4) (44.4)
Other comprehensive income 0.1 0.1
Total comprehensive income 0.1 (44.4) (44.3)
Share-based payment expense 7 (a) 4.0 4.0
Vested share-based payments 24 (c) (4.7) 4.7
Share buyback 24 (c) (60.2) (60.2)
Dividends 25 (68.0) (68.0)
At 31 December 2023 0.1 289.8 574.4 173.8 1,038.1
* See note 1 for details of the restatement. There is no impact on the Group’s retained earnings at 31 December 2023.
The notes to the accounts form an integral part of these financial statements.
133
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company Statement of Cash Flows
for the year ended 31 December
Note
2024
£ m
(Restated*)
2023
£ m
Cash flows from operating activities
Cash generated from operations 26 (76.9) 107.2
Net cash inflow from operating activities (76.9) 107.2
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months 50.0
Payment for foreign exchange option premium in connection with acquisition (3.8)
Subsidiary funding (208.2)
Dividend income received from subsidiaries 227.3
Interest received 4.3 4.7
Net cash inflow/(outflow) from investing activities 23.4 50.9
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company 25 (73.3) (68.0)
Drawings on bank facilities 189.5
Repayment of bank facilities (189.5)
Share buyback 24 (c) (9.8) (60.2)
Interest paid (1.0)
Net cash (outflow) from financing activities (83.1) (129.2)
Net (decrease)/ increase in cash and cash equivalents (136.6) 28.9
Cash and cash equivalents at the beginning of the year 139.7 114.0
Effect of exchange rate changes on cash and cash equivalents (2.4) (3.2)
Cash and cash equivalents at the end of year 17 (g) 0.7 139.7
* See note 1 for details of the restatement. There is no impact on the Group’s cash flows for the year ended 31 December 2023.
The notes to the accounts form an integral part of these financial statements.
134
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financial statements
1 General information and basis of preparation
General information
Bridgepoint Group plc (the “Company”) is a public company limited by shares, incorporated, domiciled and registered in England and
Wales. The Company’s registration number is 11443992 and the address of its registered office is 5 Marble Arch, London, W1H 7EJ.
The principal activity of the Company and entities controlled by the Company (collectively, the “Group” or “Bridgepoint Group”) is
to act as a private equity, credit and infrastructure fund manager. The Strategic Report sets out further details of the Group’s activities.
Basis of preparation
The consolidated financial statements for the year ended 31 December 2024 comprise the financial statements of the Group and the
Company.
The consolidated financial statements of the Group and the Company’s financial statements have been prepared in accordance with
UK-adopted international accounting standards and in conformity with the requirements of the Companies Act 2006, as applicable to
companies reporting under those standards. The financial statements have been prepared on a historical cost basis, except for financial
instruments measured at fair value through profit and loss.
The principal accounting policies applied in the preparation of the financial statements are set out within note 2. These policies have
been consistently applied to all the periods presented, unless otherwise stated.
The preparation of the financial statements in conformity with international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise judgement in the process of applying the Group’s accounting policies.
Details of the critical judgements and key sources of estimation uncertainty are set out in note 3. Actual results may differ from these
estimates.
The financial statements are presented in pounds sterling and all values are rounded to the nearest £0.1m except where otherwise
indicated.
Adoption of new and amended standards and interpretations
The Group has adopted all relevant amendments to existing standards and interpretations issued by the International Accounting
Standards Board, and endorsed by the UK, that are effective from 1 January 2024 with no material impact on its consolidated results
or financial position.
The Group did not implement the requirements of any other standards or interpretations that were in issue but were not required to be
adopted by the Group at the year-end date. The assessment is still ongoing for the standards issued but are not applicable during the
period.
Going concern
The consolidated financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation that the
Group and Company have adequate resources to continue in operational existence for a period of at least 12 months from the date of
issue of these financial statements. In forming this conclusion the Directors have assessed the business risks, financial position and
resources of both the Group and Company. Further detail is set out within the viability and going concern statement on pages 54 to 56.
Company financial statements
As permitted by section 408 of the Companies Act 2006, the Company Statement of Profit or Loss and the Statement of
Comprehensive Income are not presented as part of these financial statements. The Company’s profit for the year amounted to £327.6m
(2023 restated: loss of £44.4m).
Exceptional costs accrued by a Group subsidiary in the previous financial statement for the year ended 31 December 2023 totalling
£9.1m have been recognised by the Company. The adjustment increased the loss for the year ended 31 December 2023 from £35.3m
to £44.4m, resulting a decrease in retained earnings and an increase in trade and other payables by the same amount in 2023. There is
no impact for the Group.
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2 Accounting policies
(a) Basis of consolidation
The consolidated financial statements include the comprehensive gains or losses, the financial position and the cash flows of the
Company, its subsidiaries and the entities that the Group is deemed to control, drawn up to the end of the relevant period, which
includes elimination of all intra-group transactions. Uniform accounting policies have been adopted across the Group.
Assessment of control
The Group controls an investee (entity) if, and only if, the Group has all of the following:
power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
exposure, or rights, to variable returns from its involvement with the investee; and
ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control listed above.
When the Group holds less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are
sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts
and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:
the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Group, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant
activities at the time when decisions need to be made, including voting patterns at previous shareholders’ meetings.
The assessment of control is based on all relevant facts and circumstances and the Group reassesses its conclusion if there is an indication
that there are changes in facts and circumstances.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control over the
subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated
Statement of Comprehensive Income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group
are eliminated on consolidation.
When the Group consolidates an entity which has an interest held by a third party, it assesses whether the third party’s interest
represents equity or a financial liability to the Group, using the substance of the relevant contractual terms. If the profit share is
calculated based on a contractually defined and pre‐agreed percentage which is set out within relevant limited partnership agreements,
and the Group does not have discretion regarding the residual payments to third parties, the third-party interests are classified
as a financial liability and measured at fair value through profit and loss.
A non-controlling interest arises when the Group does not own all of a subsidiary, but the Group retains control. In situations where
the contract results in a residual interest in the assets of the investee after deducting all of the investee’s liabilities, a non-controlling
interest in subsidiaries is identified separately from the Group’s equity therein. Interests of non-controlling shareholders that are
present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured
at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice
of measurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.
(b) Foreign currencies
Presentation currency
The financial statements are presented in pounds sterling, which is the Company’s functional currency and also the presentational
currency for the Company and Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the opening spot exchange rate for the month in which
the transaction occurs as an approximation for the actual rate at the date of the transaction.
Notes to the consolidated and Company
financialstatements
continued
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional
currency at the applicable foreign currency exchange rate on the date the fair value was determined. Non-monetary items in a foreign
currency that are measured in terms of historical cost are translated using the exchange rate on the date of the transaction.
Foreign operations
The results and financial position of foreign operations that have a functional currency different from the presentational currency
are translated into the presentational currency of the Group as follows:
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement
of financial position;
income and expenses for each statement of profit or loss presented are translated at opening spot rate for the month; and
all resulting exchange differences are recognised in other comprehensive income.
(c) Operating income
Operating income primarily comprises management and other fees, carried interest income and investment income from the
management of investments in private equity, infrastructure and credit fund partnerships. The parties to agreements for fund
management services comprise the Group and the investors of each fund as a body. Accordingly, the group of investors of each fund are
identified as a customer for accounting purposes.
Income is measured based on the consideration specified in the contracts and excludes amounts collected on behalf of third parties,
discounts and value added taxes.
Management and other fees
The Group earns management fees from the provision of investment management services to funds. The services are treated as a single
performance obligation because they are substantially the same and have the same pattern of transfer to the customer.
Management fees are recognised over the life of each fund, which is generally 10 to 12 years.
Management fees are based on an agreed percentage of either committed or invested capital, depending on the fund and the stage
of its life. Fees are billed in accordance with the relevant limited partnership agreement and are either billed semi-annually or quarterly
in advance or arrears.
Other fees may also comprise fees and commissions relating to provision of services to third parties.
Carried interest
The Group receives a share of fund profits through its holdings in founder partnerships as variable consideration which is dependent
on the level of fund returns. The entitlement to carried interest and the amount is determined by the level of accumulated profits
exceeding an agreed threshold (the “hurdle”) over the lifetime of each fund. The carried interest income is only recognised to the extent it
is highly probable that there would not be a significant reversal of any accumulated revenue recognised by the end of a fund, for
example, due to changes in the expectation of future fund performance. The reversal risk is managed through the application of
discounts. This is explained further within note 3.
The carried interest receivable represents a contract asset under IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”) as the
services have been transferred to a customer. Amounts are typically presented as non-current assets unless they are expected to be
received within the next 12 months.
Fair value remeasurement of investments
Fair value remeasurement of investments primarily derives from the Group’s investments in private equity, infrastructure and credit
funds (including CLOs). Details of the valuation of such investments is explained further within note 3.
Fair value remeasurement of investments also includes the Group’s share of CLO interest income.
Other operating income
Other operating income includes fees and commissions receivable by the Group’s procurement consulting business, PEPCO Services
LLP, and fees in relation to services provided to fund portfolio companies for board members where permitted under the relevant fund
partnership agreement. It also includes income earned from other investments including, but not limited to, loans made to fund portfolio
companies. Interest income is accrued on the principal amount of the loans based on the contractual interest rate.
Amounts are recognised in the Consolidated Statement of Profit or Loss on an accrual basis.
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(d) Deferred acquisition costs
Professional costs, particularly legal and other adviser costs, are incurred when raising a new fund. The limited partnership agreement
of each fund dictates the aggregate expense that can be recharged to the fund investors on the close of a new fund. Costs in excess of
the cap and any fees paid to placement agents are capitalised as a current or non-current asset.
The benefit of the incurred costs for private equity funds is primarily considered to be attributable to the period when the primary fund
investment activity is carried out. Therefore, the useful life of the asset is aligned to the investment period of the fund which is between
three and five years for private equity funds.
For infrastructure funds, the useful life of the asset is considered the commitment period for the fund, which is between two and six
years.
For credit funds (non-CLOs), the period of portfolio construction is typically longer, therefore a five-year useful life is used, which
correlates with the period over which the management fees build up to a maximum level.
Details are provided within note 17 (f).
(e) Personnel benefits
Short-term employee benefits
Short-term employee benefits, which include employee salaries and bonuses, are expensed as the related service is provided. A liability is
recognised for the amount expected to be paid if the Group has a present or constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be estimated reliably.
Long-term employee benefits
Long-term employee benefits, which are those that are not expected to be settled wholly before 12 months after the period end in which the
employee renders the service that gives rise to the benefit, include certain long-term bonuses. An expense is recognised over the period in
which the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present or constructive
obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Accumulated holiday balances are accrued at each period end, if an employee’s entitlement is not used in full.
Defined contribution pensions
Amounts payable in respect of employers’ contributions to the Group’s defined contribution pension scheme are recognised as employee
expenses as incurred. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Sponsored employee retirement savings plan
The Group sponsors a retirement savings plan whereby employees are entitled to participate in the plan based upon satisfying certain
eligibility requirements. The Group may provide discretionary contributions from time to time.
Share-based payments
The Group enters into both equity-settled and cash-settled share-based payment arrangements with certain employees as compensation
for the provision of their services.
1) Equity-settled share-based payments
The cost of equity-settled share-based payments with employees is measured by reference to the fair value at the date at which the
awards are granted and is recognised as an expense on a straight-line basis over the vesting period, based on an estimate of the number
of equity instruments that will eventually vest. A corresponding credit is made to the share-based payment reserve within equity.
In valuing equity-settled transactions, no account is taken of any non-market based vesting conditions and no expense or investment
is recognised for awards that do not ultimately vest as a result of a failure to satisfy a non-market based vesting condition.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised in the Consolidated Statement of Profit or Loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to equity.
Upon vesting of an equity instrument, the cumulative cost in the share-based payments reserve is reclassified to retained earnings in
equity.
2) Cash-settled share-based payments
The cost of cash-settled transactions is measured at fair value. Fair value is estimated initially at the grant date and at each balance sheet
date thereafter until the awards are settled. Market based performance conditions are taken into account when determining fair value.
Notes to the consolidated and Company
financialstatements
continued
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
At each balance sheet date, the liability recognised is based on the fair value of outstanding awards (ignoring non-market based vesting
conditions), along with any employment tax expected to be incurred by the Group and management’s estimate of the likelihood and
extent of non-market based vesting conditions being achieved.
Changes in the carrying amount of the liability are recognised in the Consolidated Statement of Profit or Loss for the period.
(f) EBITDA
EBITDA means earnings before interest, taxes, depreciation and amortisation. It is used to provide an overview of the profitability of the
Group’s business and segments. Underlying EBITDA is calculated by deducting from within EBITDA exceptional items and employee
share-based payments granted to a targeted group of employees to increase employee ownership in the Group post-IPO.
EBITDA and Underlying EBITDA are alternative performance measures and non-IFRS measures.
The Group uses Underlying EBITDA as exceptional income or expenditure could distort an understanding of the performance of the
Group. Details of exceptional items are set out in note 9.
(g) Leases
Group as lessee
The Group has applied IFRS 16 “Leases” (“IFRS 16”) where the Group has right-of-use of an asset under a lease contract for a period
of more than 12 months. Such contracts represent leases of office premises where the Group is a tenant.
The lease liability is initially measured at the net present value of future lease payments that are not paid at the commencement date
discounted using the Group’s incremental borrowing rate (“IBR”) as the implicit rate is not readily determinable for the rented office
premises. The IBR reflects the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The lease liability is subsequently measured at amortised cost using the effective interest method. Lease payments due within the next
12 months are recognised within current liabilities. Payments due after 12 months are recognised within non-current liabilities.
Right-of-use assets are recorded initially at cost and depreciated on a straight-line basis over the length of the contractual lease term. Cost
is defined as the lease liabilities recognised plus any initial costs and dilapidation provisions less any incentives received. Right-of-use
assets are included within property, plant and equipment in the Consolidated Statement of Financial Position.
Group as lessor
Where the Group acts as an intermediate lessor by entering into a subletting agreement and has transferred substantially all the risks and
rewards incidental to ownership of the underlying asset, the Group accounts for these subleases as finance leases under IFRS 16. Such
contracts represent subleases of office premises.
At the commencement of a lease term, the Group derecognises the right-of-use asset relating to the head lease and recognises the net
investments in the sublease as a receivable. The difference between the right-of-use asset and the net investment in the sublease is
recognised in profit and loss. The Group uses the IBR used for the head lease to measure the net investment in the lease (adjusted for
any initial direct costs associated with the sublease). During the term of the sublease, the Group recognises both finance income on the
sublease and finance expense on the head lease.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or
less and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line
basis over the lease term within operating expenses.
(h) Finance and other income and expense
Finance and other income comprises interest earned on cash and term deposits, finance income on sublease agreements and amounts
receivable from related party investors, foreign exchange gains and the impact of the remeasurement of the deferred contingent
consideration.
Finance and other expenses comprise interest on interest-bearing liabilities, finance expenses on lease liabilities, foreign exchange losses
and amounts due to related party investors.
Interest income and expense is recognised using the effective interest rate method. Recurring fees and charges levied on committed bank
facilities are charged to the Consolidated Statement of Profit or Loss as accrued. Credit facility arrangement fees are capitalised and
amortised to the Consolidated Statement of Profit or Loss using the effective interest method over the term of the facility.
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(i) Exceptional items
Items of income and expense that are material by size and/or nature and are not considered to be incurred in the normal course of
business are classified as ‘exceptional’ within the Consolidated and Company Statement of Profit or Loss and disclosed separately to give
a clearer presentation of the Group’s underlying financial performance. In considering the nature of an exceptional item, management’s
assessment includes, both individually and collectively, each of the following:
whether the item is outside of the principal activities of the business;
the specific circumstances which have led to the item arising;
the likelihood of recurrence; and
if the item is likely to recur, whether the item is unusual by virtue of its size.
(j) Taxation
Taxation expense for the period comprises current and deferred tax recognised in the reporting period.
Current tax
Current tax is the amount of corporation tax payable in respect of the taxable profit for the current or prior reporting periods. Tax is
calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Current tax is recognised
in the Consolidated Statement of Profit or Loss, except to the extent that it relates to items recognised in other comprehensive income,
or directly in equity. In this case, current tax is also recognised in other comprehensive income or directly in equity accordingly.
Deferred tax
Deferred tax arises from temporary differences at the reporting date between the carrying amounts of assets and liabilities and the
amounts used for taxation purposes.
Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of
other assets and liabilities in a transaction, other than a business combination, that affects neither the tax nor the accounting profit.
Deferred tax liabilities are recognised for all taxable temporary differences.
Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal
of deferred tax liabilities or other future taxable profits will be available against which the deferred tax assets can be utilised.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation,
provided they are enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset when there is a
legally enforceable right of set off, when they relate to income taxes levied by the same tax authority and the Group intends to settle on a
net basis. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Consolidated Statement of
Profit or Loss, except where they relate to items that are charged or credited in other comprehensive income or directly to equity, in
which case the related deferred tax is also charged or credited directly to equity, or to other comprehensive income.
Current or deferred taxation assets and liabilities are not discounted.
(k) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment. The cost includes the
purchase price as well as expenditure directly attributable to put the asset in place in order to be used in accordance with the purpose of
the acquisition.
Assets are depreciated to a residual value on a straight-line basis, over their estimated useful lives as follows:
Asset class
Useful life
Computers, furniture and other
3 to 6 years
Leasehold improvements
Over the shorter of their useful economic life or the lease term
Property right-of-use assets
Over the contractual lease term
The loss to reduce the carrying amount of any assets that are impaired is recognised within the Consolidated Statement of Profit or Loss
and reversed if there are indications that the need for impairment is no longer present. The carrying amount of an item of property, plant
and equipment is derecognised from the Consolidated Statement of Financial Position at disposal or when no future economic benefits
are expected from the use or disposal of the asset.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of
any changes in estimate accounted for on a prospective basis.
Notes to the consolidated and Company
financialstatements
continued
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(l) Intangible assets
Intangible assets that are acquired by the Group as part of acquisition of business include customer relationship intangible assets,
right to carried interest and computer software are recognised initially at their estimated fair value at the acquisition date (which
is regarded as their historical cost).
Software-as-a-Service contracts are only classified as intangible assets when the recognition criteria are fulfilled; otherwise they are
classified as service contracts, and the costs are expensed as incurred within the profit and loss account.
Subsequent to initial recognition, intangible assets are recorded at historical cost less accumulated amortisation and any impairment
losses.
The useful economic lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis over the useful economic lives and assessed for impairment
whenever there are any indications that the intangible asset may be impaired. The amortisation period and the amortisation method for
an intangible asset with a finite useful life are reviewed at least annually. The amortisation expense on intangible assets with finite lives is
recognised in the Consolidated Statement of Profit or Loss, within depreciation and amortisation.
Estimated useful economic lives by major class of assets are as follows:
Asset class
Amortisation rate
Customer relationship intangible assets
5 to 10 years
Acquired carried interest intangible assets
3 to 10 years
Computer software
Up to 5 years
(m) Business combinations and goodwill
Business combinations are accounted for by applying the acquisition method. The cost of a business combination is the fair value of the
consideration given, of liabilities incurred or assumed and of equity instruments issued. Costs attributable to the business combination
are expensed in the Consolidated Statement of Profit or Loss.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities, and contingent liabilities. Intangible assets are
only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value
of contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent
consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 “Financial Instruments” (“IFRS
9”), is measured at fair value with the changes in fair value recognised in the Consolidated Statement of Profit or Loss in accordance with
IFRS 9.
Goodwill recognised represents the excess of the fair value of the purchase consideration over the fair values to the Group’s interest in
the identifiable assets, liabilities and contingent liabilities of the acquired business.
Goodwill is not amortised but is assessed for impairment annually or more frequently if events or changes in circumstances indicate
potential impairment loss. Impairment is determined for goodwill by assessing the recoverable amount of the Group’s cash generating
unit (“CGU”) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment
loss is recognised in the Consolidated Statement of Profit or Loss. Impairment losses relating to goodwill cannot be reversed in future
periods.
(n) Financial instruments
Financial assets
The Group’s financial assets consist of fund investments, investments made by Collateralised Loan Obligations (“CLOs”) consolidated by
the Group, derivative financial instruments, other investments, accounts receivable and other receivables, and cash and cash equivalents.
The Company’s financial assets consist of accounts receivable and other receivables, and cash and cash equivalents.
1) Recognition and measurement
A financial asset is recognised when the Group or Company becomes party to the contractual provisions of the instrument, which is
generally on the trade date.
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
The Group’s financial assets are initially classified into one of three measurement categories. The classification depends on how the asset
is managed (business model) and the characteristics of the asset’s contractual cash flows. The measurement categories for financial assets
are as follows:
fair value through profit or loss;
fair value through other comprehensive income; and
amortised cost.
2) Fair value through profit or loss
The Group’s fund investments and the majority of the consolidated CLO assets are measured at fair value through profit or loss as such
assets are held for investment returns. Gains or losses arising from changes in fair value are recognised through fair value remeasurement
of investments within the Consolidated Statement of Profit or Loss along with interest received on the consolidated CLO assets.
Financial assets at fair value through profit or loss are recognised when the Group enters into contracts with counterparties.
Derivative financial instruments are initially measured at fair value determined using independent third-party valuations or quoted
market prices on the date on which the derivative contract is entered into and are subsequently measured at fair value at each reporting
date. The accounting policy for derivative financial instruments is further discussed in the derivative instruments and hedge accounting
section below. Prior to their settlement, derivatives are carried as a financial asset when the fair value is positive and as a financial liability
when fair value is negative.
3) Amortised cost
Financial assets are measured at amortised cost only if both of the following criteria are met:
the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group’s trade and other receivables are short-term receivables relating to non-financing transactions and are therefore subsequently
measured at amortised cost using the effective interest rate method. Receivables due in more than one year are initially discounted to
their present value using an equivalent rate of interest that would be due on borrowings. The discount is released over time to the
Consolidated Statement of Profit or Loss.
Amounts receivable for sales of consolidated CLO assets awaiting settlement are measured at amortised cost and are recognised at the
point at which the CLO has a contractual right to exchange cash.
Cash and cash equivalents, and term deposits with original maturities of more than three months, are measured at amortised cost.
4) Impairment
Expected credit losses are calculated on financial assets measured at amortised cost and are recognised within the Consolidated
Statement of Profit or Loss. For trade and other receivables (including lease receivables) the Group and Company apply the simplified
approach and the practical expedient permitted by IFRS 9. The allowance is based on historic experience of collection rates over the
expected life of trade receivables, adjusted for forward looking factors specific to each counterparty and the economic environment at
large, to create an expected loss matrix.
5) Derecognition
A financial asset is derecognised when the contractual rights to the cash flows from the asset expire, or when the Group or Company
transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of
the financial asset are transferred. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying value
amount and the sum of the consideration received and receivable is recognised in the Consolidated Statement of Profit or Loss.
Financial liabilities
The Group and the Company’s financial liabilities include certain trade and other payables, borrowings and derivative and other
financial liabilities.
1) Recognition
A financial liability is recognised when the Group becomes party to the contractual provisions of the instrument.
2) Classification and measurement
All financial liabilities are recognised initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction
costs, with the exception of the Group’s forward liability which is initially recognised at the present value of the redemption amount.
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
For the purposes of subsequent measurement, financial liabilities are classified in two categories:
– financial liabilities at fair value through profit or loss; and
– financial liabilities at amortised cost.
3) Fair value through profit or loss
Derivative financial liabilities are initially recognised and subsequently measured at each reporting date at fair value.
The majority of the liabilities of CLOs which are consolidated by the Group are designated as financial liabilities that are measured
at fair value through profit or loss. Financial liabilities at fair value through profit or loss relate to CLOs that are initially recognised
and subsequently measured on a recurring basis at fair value with gains or losses arising from changes in fair value recognised through the
fair value remeasurement of investments line within the Consolidated Statement of Profit or Loss along with interest paid on the CLO
financial liabilities. The effect of the Group’s own credit risk on liabilities of the consolidated CLOs is not recognised in other
comprehensive income as the effect would create an accounting mismatch in profit or loss.
Deferred contingent consideration payable relating to business combinations is measured at fair value through profit or loss with gains or
losses from fair value remeasurement recognised in finance and other income.
CLO repurchase agreements and other amounts payable to related party investors which represent the residual profits due to third party
investors are held at fair value through profit and loss with the corresponding assets being measured at fair value.
4) Amortised cost
After initial recognition financial liabilities recorded at amortised cost are subsequently measured at amortised cost using the effective
interest rate method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the effective interest rate. The effective interest rate amortisation is included as finance costs in the Consolidated
Statement of Profit or Loss. Borrowings (other than those designated to be measured at fair value through profit or loss) and trade and
other payables are subsequently measured at amortised cost using the effective interest rate method, which approximates fair value.
Amounts payable for purchases of consolidated CLO assets awaiting settlement are measured at amortised cost and recognised at the
point at which the CLO has a contractual obligation to exchange cash.
5) Derecognition
The Group and Company derecognise financial liabilities when, and only when, the Group’s or Company’s obligations are discharged,
cancelled or expire.
Derivative instruments and hedge accounting
For derivatives designated as a cash flow hedging instrument, during the hedging relationship the effective portion of the fair value
movements on the hedging instrument is recognised in other comprehensive income and within other reserves within equity. Any
ineffective portion is recognised immediately in profit or loss as a gain or loss within finance and other income or expenses. If the hedged
item does not lead to the recognition of a non-financial asset or liability, accumulated amounts recognised in equity are reclassified to
profit or loss when the hedged future cash flows affect profit or loss. If the hedged item subsequently results in the recognition of a
non-financial asset or liability, the accumulated amounts in equity are removed from equity and incorporated directly as a basis
adjustment to the carrying amount.
For derivatives that are not designated as cash flow hedges, all fair value movements are recognised in the Consolidated Statement
of Profit or Loss. Where a derivative relates to a hedge of investments in foreign currencies, the profit or loss on the revaluation
of the hedging instrument is recognised together with the investment returns in the Consolidated Statement of Profit or Loss.
(o) Investments in subsidiaries
Investments in subsidiaries in the Company Statement of Financial Position are recorded at cost less provision for impairments.
All transactions between the Company and its subsidiary undertakings are classified as related party transactions for the Company
accounts and are eliminated on consolidation for the Group.
(p) Investments in associates
Associates are entities such as funds or carried interest partnerships in which the Group has an investment and over which it has
significant influence, but not control, through participation in the financial and operating policy decisions at the entity.
Investments in associates are designated to be measured at fair value through profit or loss. The investments are recorded at fair value
of fund investment or carried interest receivable within the Group Consolidated Statement of Financial Position. Any gains or losses
are recognised within fair value remeasurement of investments in the Consolidated Statement of Profit or Loss.
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(q) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and call deposits, and other short-term highly liquid investments including term
deposits with original maturities of three months or less and investments in money market funds which are readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value.
CLO cash is cash held by CLO vehicles consolidated by the Group and is not available for the Group’s other operating activities.
Term deposits with original maturities of three months are not included in cash equivalents and are presented separately on the
Consolidated and Company Statement of Financial Position.
(r) Dividends
Dividends and other distributions to the equity holders of the parent and non-controlling interests are recognised in the period in which
the dividends and other distributions are declared and, if relevant, approved by the shareholders. These amounts are recognised in the
Statement of Changes in Equity.
(s) Own shares
Own shares are recorded by the Group when ordinary shares are purchased through special purpose vehicles which have the purpose
of purchasing and holding shares of the Company from employees who have left the employment of the Group or for other reasons.
The special purpose vehicles include Atlantic SAV Limited, Atlantic SAV 2 Limited and the Bridgepoint Group plc Employee Benefit
Trust. These entities are aggregated together within the financial statements of the Company and are consolidated within the Group
financial statements.
Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. They are recognised as a deduction
from retained earnings.
When shares vest or are cancelled, they are transferred from own shares to the retained earnings reserve at their weighted average cost.
No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s own shares.
3 Critical judgements in the application of accounting policies and key sources of estimation
uncertainty
The judgements and other key sources of estimation uncertainty at the reporting date, which may have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, are summarised below. The Group’s
estimates and assumptions are based on historical experience and expectation of future events and are reviewed periodically. The actual
outcome may be materially different from that anticipated.
(a) Judgements
Consolidation of fund investments
The Directors have considered whether the Group should consolidate the funds in which it holds investments into the consolidated
financial statements. Control is determined by the extent of decision-making authority, rights held by other parties, remuneration and
exposure to returns.
The Directors have assessed the legal nature of the relationships between the Group, the relevant fund and fund investors and have
determined that as the manager, the Group has the power to influence the returns generated by the fund, but that the Group’s interests
typically represent only a small proportion of the total capital within each fund (c. 2% of commitments). The Directors have therefore
concluded that the Group acts as an agent which is primarily engaged to act on behalf, and for the benefit, of the fund investors rather
than act for its own benefit and therefore the funds are not consolidated into the Group’s consolidated financial statements.
Consolidation of CLOs
The Group holds investments in the senior and subordinated notes of CLOs that it manages, predominantly driven by risk-retention
regulations. As the Group has power as the asset manager to impact the returns of the vehicles, the level of exposure to variable returns
from its involvement as an investor in the notes requires assessment to whether this indicates that the Group has a principal or agent
relationship and therefore whether the CLO should be consolidated under IFRS 10 “Consolidated Financial Statements” (“IFRS 10”).
The subordinated notes of CLOs are the tranche that is most exposed to the risk of portfolio assets failing to pay as they are the first to
absorb any losses. As a result, the Group’s consideration of exposure to variable returns focuses on its interest in the equity tranches.
Notes to the consolidated and Company
financialstatements
continued
144
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
The assets and liabilities of the CLO are held within separate legal entities and, as a result, the liabilities of the CLO are non-recourse to
the Group. The consolidation of the CLO results in a significant gross-up on the Group’s assets and liabilities, which is shown gross on
the face of the Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows as separate lines but has no net
effect on the profit or loss or net assets. Details of the assets and liabilities are included in notes 17 and 18 and a non-statutory and
unaudited Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows excluding the consolidation of CLOs
is included on pages 202 and 203 respectively.
The Group consolidates Bridgepoint CLO 1 DAC (“CLO 1”), Bridgepoint CLO 3 DAC (“CLO 3”), Bridgepoint CLO IV DAC (“CLO 4”),
Bridgepoint CLO V DAC (“CLO 5”), Bridgepoint CLO VI DAC (“CLO 6”) and Bridgepoint CLO VII DAC (“CLO 7”) as the Group has
exposure to variable returns as an investor in the subordinated notes. The Group holds the majority of the subordinated notes in CLO 1,
CLO 3, CLO 4, CLO 5, CLO 6 and CLO 7 and the Directors have therefore concluded that the Group acts as principal and should
consolidate. The construction of Bridgepoint CLO VIII DAC (“CLO 8”) commenced during the year and remained in warehousing as at
31 December 2024. As the Group held a majority interest in the warehouse equity, the Group also fully consolidates CLO 8.
Bridgepoint CLO 2 DAC (“CLO 2”) is not consolidated in the financial statements of the Group at 31 December 2024 as the Group’s
exposure to variable returns is only 5% of the subordinated notes.
Group interest in Group share
Name of CLOs the subordinated notes
of CLO
Consolidation treatment at YE24
Nature of the entity
Bridgepoint CLO 1 DAC
55.2%
5.0%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO 2 DAC
5.1%
5.0%
Not consolidated
Subordinated notes in the residual class
Bridgepoint CLO 3 DAC
58.8%
9.6%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO IV DAC
74.9%
8.2%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO V DAC
66.2%
6.5%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO VI DAC
68.4%
5.1%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO VII DAC
64.6%
5.0%
Consolidated
Subordinated notes in the residual class
Bridgepoint CLO VIII DAC
50.0%
n/a
Consolidated
Warehouse entity
The Group designates the amounts attributable to the third-party investors through their holdings in notes of the CLOs as financial
liabilities at fair value through profit and loss.
Consolidation of Carried Interest Partnerships or intermediate holding companies
As a fund manager to its funds, the Group participates in carried interest schemes through Carried Interest Partnerships (“CIP”) or
intermediate holding companies, General Partnerships (“GP”), the participants of which are the Group, certain Group employees and
others connected to the underlying fund. These vehicles have two purposes: to facilitate payments of carried interest from the fund to
carried interest participants, and to facilitate individual co-investment into the funds.
The Directors have undertaken a control assessment of each relevant CIP or GP in accordance with IFRS 10 to consider whether they
should consolidate the relevant CIP or GP.
The Directors have considered the contractual nature of the relationships between the relevant fund, the CIP or GP and the CIP
participants. The purpose and design of the relevant CIP or GP and the carry rights in the fund are generally determined at the outset by
the fund’s limited partnership agreement (“LPA”) which requires investor agreement and incentivises individuals to enhance
performance of the underlying fund in line with investor expectations.
The Group has limited power over the governance authority of the relevant CIP or GP, which makes decisions about allocation of the
carried interest, but these powers do not give the Group control.
In addition, the Directors have also considered the variability of returns of the relevant CIP or GP. The variable returns are shared
between the carried interest participants and the Group is exposed to below 50% of variable returns.
The Directors have concluded that the Group does not control the relevant CIP or GP because of the predetermined contractual nature
of the relevant CIP or GP, the Group’s limited powers over the Adjudication Committees and limited exposure to the variable returns of
the relevant CIP or GP. However, when the Group has a share of 20% or more of the rights to the carried interest, the Group is
considered to have significant influence and in this case the relevant CIP or GP is accounted for as an associate. Details of the associates
are set out within note 29 (d).
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Consolidation of employee share partnership
On listing, the founder employee shareholders created a separate ring-fenced vehicle, Burgundy Investments Holdings LP (the
“Burgundy Partnership”). The Burgundy Partnership is a pool of assets, comprising the Company’s shares. The shares were contributed
by founder employee shareholders electing to donate a portion of their shares to the Burgundy Partnership. This pool is ring-fenced for
allocation to current and future partners in the business, as a means of allowing them to build a meaningful long-term shareholding in the
Bridgepoint Group and reflect the opportunities that previous partners were offered.
The existing employee shareholders prior to listing, and certain employee partners, will wholly own the interest in the Burgundy
Partnership.
The Group does not have any direct economic interest in the Burgundy Partnership, and awards of new points to existing and future
employees are made by the Advisory Committee of the Burgundy Partnership, which is made up of some of the largest founder
employee shareholders. As such, the Group does not have power over the allocation of the points or to affect those returns through its
power.
The Directors have considered the requirements of IFRS 10 to determine whether they should consolidate the Burgundy Partnership.
As the Group does not have power over the Burgundy Partnership and no exposure to variable returns from its involvement with
the Burgundy Partnership, the Directors have concluded that the Burgundy Partnership should not be consolidated.
(b) Estimates
Recognition and measurement of carried interest revenue
Carried interest revenue is only recognised to the extent it is highly probable that there would not be a significant reversal of any
accumulated revenue recognised on the completion of a fund.
In determining the amount of revenue to be recognised the Group is required to make assumptions and estimates when determining: 1)
whether or not revenue should be recognised; and 2) the timing and measurement of such amounts.
The Group bases its assessment on the best available information pertaining to the funds and the activity of the underlying assets within
that fund. This includes the current fund valuation and internal forecasts on the expected timing and disposal of fund assets.
For private equity and infrastructure funds, the constraints on estimating the revenue are incorporated through the application
of discounts of 15% to 40% (2023: 15% to 40%) to the unrealised fair values of investments where the cumulative value of the
distributions to investors and unrealised fair value of investments of a fund exceeds the relevant carried interest hurdle (being the
contractual minimum return for fund investors).
For credit funds, which are more sensitive to the performance of individual investments within the portfolio, only funds that have either
reached their hurdle or are expected to do so imminently are modelled on the same basis.
The discount applied for each fund depends on the stage and maturity profile of each fund, and therefore recognises the de-risking of
the income over time, taking into account diversity of assets, whether there has been a recent market correction (and whether this has
been already factored into the valuation of the fund) and the expected average remaining holding period. Reasons for a higher discount
may include where the fund has not yet completed its construction, has not yet returned its original capital commitments and there is
the potential for the hurdle to grow further, or there is a higher level of perceived risk (fund specific or macro-economic). Reasons for a
lower discount include where a fund has returned its capital commitments and the hurdle has stopped or where the fund has already
started to pay carry. The levels of discounts applied are reassessed annually.
The weighted average discount at 31 December 2024 to the notional carried interest due to the Group based on unrealised fair value
of investments in relevant funds is 47% (2023: 51%) resulting in a carried interest receivable of £113.3m (2023: £67.3m).
If the average discount was to increase by 10% this would reduce carried interest income by £21.6m. If the average discount was
to decrease by 10% this would increase carried interest income by £21.6m.
Valuation of fund investments at fair value
Fund investments at fair value consist of investments in private equity, credit and infrastructure funds. The investments are fair valued
using the net asset value of each fund, determined by the fund manager. These funds are invested into direct and indirect equity and
debt investments.
Portfolio assets within each fund are stated at fair value as determined in good faith by the fund manager in accordance with the terms
of the LPA of each fund and the International Private Equity and Venture Capital Valuation Guidelines (“IPEV”) and are reviewed
and approved by the relevant Group Valuation Committee. The valuations provided by the fund manager typically reflect the fair value
of the Group’s proportionate share of the capital account balance of each investment as at the reporting date or the latest available date.
Notes to the consolidated and Company
financialstatements
continued
146
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
The market approach is typically used for the valuation of the assets held by the funds. This comprises valuation techniques such as
comparable companies or transactions and multiples. A market comparable approach uses quoted market prices or third-party quotes for
similar instruments or relevant recent transactions to determine the fair value of a financial asset. A multiples approach can be used in the
valuation of less liquid securities, which typically form the majority of assets within a private equity, credit or infrastructure fund.
Comparable companies and multiples techniques assume that the valuation of unquoted direct investments can be assessed by
comparing performance measure multiples of similar quoted assets for which observable market prices are readily available. Comparable
public companies are selected based on factors such as industry, size, stage of development and strategy. The most appropriate
performance measure for determining the valuation of the relevant investment is selected (which may include EBITDA, price/earnings
ratios for earnings or price/book ratios for book values). Trading multiples for each comparable company identified are calculated by
dividing the value of the comparable company by the defined performance measure. Comparable transactions are selected based on
factors such as industry, size, geography, timing and nature of the transaction. The relevant trading multiples or transactions might be
subject to adjustment for general qualitative differences such as liquidity, growth rate or quality of customer base between the valued
direct investment and the group of comparable companies. The fair value of the direct investment is determined by applying the relevant
adjusted trading multiple to the identified performance measure of the valued company. Where available, valuation techniques use
market-observable assumptions and inputs. If such information is not available, inputs may be derived by reference to similar assets and
active markets or from recent prices for comparable transactions data. When measuring fair value, the fund manager selects the non-
market-observable inputs to be used in its valuation techniques based on a combination of historical experience, deviation of input levels
based upon similar investments with observable price levels and knowledge of current market conditions and valuation approaches.
Within its valuation techniques the fund manager typically uses different unobservable input factors. Significant unobservable inputs
include EBITDA multiples (based on budget/forward-looking EBITDA or historical EBITDA of the issuer and EBITDA multiples
of comparable listed companies for an equivalent period), discount rates, price/earnings ratios and enterprise value/sales multiples.
The fund manager also considers the original transaction prices, recent transactions in the same or similar instruments and completed
third party transactions in comparable instruments and adjusts the model as deemed necessary.
A discounted cash flow approach may also be used for the valuation of assets held by infrastructure funds. Under a discounted cash flow
approach the fair value is determined by converting future cash flows (or earnings) to a present value using current market expectations
about those future amounts. The discount rate is a key unobservable input in determining the valuation and reflects market conditions,
the risk profile of the cash flows, and the time value of money.
The fund manager takes into account sustainability related factors such as climate change into the valuation of investments and, to the
extent necessary, makes adjustments to earnings and multiples where demand or costs for a portfolio company could be impacted.
Further narrative on how sustainability impacts our investment process can be found in the Strategic Report on pages 37.
Debt instruments may be valued using the market approach, independent loan pricing sources or at amortised cost, which requires the
determination of the effective interest rate from a number of inputs, including an estimation of the expected maturity of each loan.
Due to the level of unobservable inputs within the determination of the valuation of individual assets within each fund, and no
observable price for each investment in a fund, fund investments at fair value are classified as level 3 financial assets under IFRS 13
“Fair Value Measurement” (“IFRS 13”).
Further detail on the valuation methodologies, inputs and the number of fund investments valued using each technique, along with a
sensitivity analysis of the impact of a change in the fair value of fund investments is included within note 20 (d) and (e).
Valuation of CLO assets and liabilities
Consolidated CLO assets, which consist of loans, are valued using independent loan pricing sources. To the extent that the significant
inputs are observable, the Group categorises these investments as level 2. The valuation methodology for the Group’s investment in the
various notes of CLOs is based upon discounted cash flow models with unobservable market data inputs, such as asset coupons, constant
annual default rates, prepayment rates, reinvestment rates, recovery rates and discount rates and they are therefore considered level 3
financial assets.
The consolidated CLO liabilities, consisting of the notes issued to third-party investors, are valued in line with the fair value of the CLOs’
loan asset portfolios. CLOs are constructed to distribute all proceeds generated from their assets to the note holders of the CLO and thus
do not generate any residual profit. The valuations of the consolidated liabilities are therefore measured at par and are adjusted in order
to match the value of the asset portfolio, with any adjustment applied to the note liabilities in order of ascending seniority.
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
The Group’s investments in CLO notes of consolidated CLO vehicles are eliminated on consolidation based on the valuation
of the investments as determined by the discounted cash flow models as described above. A sensitivity analysis has been included
within note 20 (e).
Measurement of intangible assets, useful lives and impairment
The fair value of acquired intangible assets (and therefore the resulting goodwill recognised on acquisition) is significantly affected
by a number of factors. These include management’s best estimates of future performance (i.e. forecast revenue, expected revenue
attrition, forecast operating margin), any contributory assets changes and estimates of the return required to determine an appropriate
discount rate (in order to calculate the net present value of the assets).
i) Goodwill and intangible assets recognised from the acquisition of EQT Credit
A customer relationship asset was recognised following the Group’s acquisition of EQT Credit in October 2020, to reflect the value
of current investor relationships to the Group in the future.
At the time of the acquisition, the cost of the acquired customer relationship was measured at fair value by discounting estimated
contractual future cash flows over a period in which the customer was expected to remain invested within the Group’s funds. Key
assumptions in the model included forecast earnings for 2021 to 2025, a growth rate applied from 2025 onwards which was based upon
the long-term operating plan for the business, an investor reinvestment rate from one fund to another, and a pre-tax discount rate of
10.5% which was calculated by using comparable company information.
The useful life of the intangible assets arising from this transaction has been determined as seven years, which represents the period over
which the net present value of cash flows from the acquired customer relationships reduce to nil.
Goodwill that arose from the acquisition of EQT Credit is assessed for impairment annually or more frequently if events or changes in
circumstances indicate potential impairment loss. It is the Group’s judgement that the lowest level of CGU used to determine impairment
is the credit business segment for the purposes of monitoring and assessing goodwill for impairment.
ii) Goodwill and intangible assets recognised from the acquisition of ECP
Two intangible assets have been recognised as separable assets upon the acquisition of ECP in August 2024. The first was an intangible
asset related to the customer relationships, and the second related to the acquired right to future carried interest from existing funds.
The cost of the customer relationship intangible asset was measured at fair value by discounting estimated contractual future cash flows
expected to be earned from each individual investor from their current commitments and the expected level of reinvestment in future
funds over a period. Key assumptions in the model included forecast earnings for 2024 to 2031, an investor reinvestment rate from one
fund to another, and a pre-tax discount rate of 25.0%.
The Group also recognised the acquired right to any future carry that is anticipated from certain funds as an intangible asset. The cost of
the rights to the future carry was measured at fair value by using a probability weighted expected returns discounted cash flow approach
which contains a range of possible outcomes and key assumptions such as cash flow projections for 2024 to 2033 and a weighted
average pre-tax discount rate of 17.7%.
The useful life of the customer relationship and acquired right to future carried interest intangible assets arising from the ECP transaction
has been determined as 7 years and 3 to 10 years, respectively.
Goodwill arising from the acquisition of ECP is assessed for impairment annually or more frequently if events or changes in
circumstances indicate potential impairment loss. It is the Group’s judgement that the lowest level of CGU used to determine impairment
is the infrastructure business segment.
Further details of the valuation of intangible assets arising from the acquisition of ECP are included in the purchase price allocations
(shown in note 15) which have been prepared in accordance with IFRS 3 “Business Combinations” (“IFRS 3”).
A sensitivity analysis of goodwill and the intangible asset has also been included within note 15.
Measurement of deferred contingent consideration payable
Under the purchase and sale agreement in relation to the ECP transaction, the Group has an obligation to settle an amount of deferred
contingent consideration on achieving certain management fee revenue. The amount payable has been recognised based upon
management’s current best estimate of future fundraising and implied share price, discounted to present value. A sensitivity analysis has
been included within note 20 (e).
Notes to the consolidated and Company
financialstatements
continued
148
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
4 Business combinations
On 6 September 2023, the Group announced a transaction to add ECP to the Group (the “Transaction”). The Transaction completed on
20 August 2024, which is the acquisition date for accounting purposes. This Transaction creates a significant third vertical for the
business, marking a decisive step forward in creating a fully diversified alternative asset manager. It strengthens the Group’s position as
one of the world’s leading private asset growth investors focused on the middle market.
As part of the Transaction, the Group acquired and controlled 100% of the general partner interests and limited partner interests in
Energy Capital Partners Holdings, LP. It also acquired and controlled 100% of the general partner interests in Energy Capital Partners
Management, LP. The combined group will hold 95% of ECP’s fee related earnings and will receive up to 15% of the carried interest in
historic funds and at least 30% in future funds, up to 50% of co-investments in more recent funds and at least 65% of co-investments in
future funds.
In accordance with the agreement, the ECP vendors transferred interests in ECP to Bridgepoint OP LP, a partnership that also holds
interests in the Group’s pre-existing business, in exchange for receiving additional partnership units issued at the completion and
earn-out units subject to certain performance targets. These units can be converted into Company shares on a one-for-one basis during
certain prescribed windows from completion, pursuant to the terms of the agreement. For the issued units that have no ongoing
employment conditions, they are economically equivalent to the Company ordinary shares and may be exchanged for the Company
ordinary shares on a one-for-one basis. Upon completion, these units are deemed to represent non-controlling interests in the Group. On
acquisition date, the total number of partnership units owned by vendors (other than the Group and its affiliates) represented 18.0% of
the total shareholdings in the Group. The Group has elected to measure the non-controlling interests at their proportionate share of the
net assets of the combined Group.
The fair value of intangible assets and liabilities assumed are significantly affected by a number of factors. These include management’s
best estimates of future performance (i.e. forecast revenue and scenario probabilities, the Company’s share price, expected revenue
attrition, forecast fundraising), any contributory asset charges and estimates of the return required to determine an appropriate discount
rate (in order to calculate the net present value of the assets or liabilities).
a) Consideration transferred, assets acquired and liabilities assumed, and resulting goodwill
Total consideration has been assessed in accordance with IFRS 3. The total consideration of £596.5m includes cash consideration to the
sellers of £173.1m and has been adjusted to take into account working capital, net commitments funded and distributions made in
respect of certain fund co-investment, net indebtedness and other transaction expenses, £395.2m equity-settled consideration which
was measured based on the Company’s share price on completion, £9.5m deferred contingent consideration, £12.5m non-contingent
deferred consideration and £6.2m in fund co-investment commitments for which the sellers are entitled to be reimburse/deferred
co-investment commitment surplus.
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Goodwill arising from the acquisition has been recognised as follows:
Estimated
Note
£ m
useful life
Purchase consideration:
Total cash consideration
173.1
Equity interest consideration
395.2
Deferred contingent consideration (earn-out)
1
9.5
Non-contingent deferred consideration
18.7
Total purchase consideration
596.5
Add: fair value of identifiable net liabilities acquired
69.4
Less: Intangible assets: customer relationship
2
(132.1)
7 years
Less: Intangible assets: acquired carried interests
2
(97.5)
3 to 10 years
Goodwill
436.3
Note 1: The deferred contingent consideration payable (earn-out) is linked to performance targets of ECP. The earn-out is calculated with reference to contracted management fees and
implied share price which determines the payment, discounted to a present value and adjusted for scenario probability. On an undiscounted basis, the expected earn-out payable ranges
from nil to £68.9m. The payable is classified as Level 3 (of the fair value hierarchy) due to inputs used in the valuation that are not based on observable data. Input used are not subject to
material uncertainty.
Note 2: The fair values of the net assets acquired were determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market
and primarily included significant unobservable inputs. The following valuation methodologies were used to determine fair value:
− Customer relationships: multi-period excess earnings method (“MEEM”) (income approach); and
− Acquired carried interests: probability weighted expected returns method (“PWERM”) (income approach)
Goodwill has been allocated to the infrastructure cash generating unit. The goodwill is attributable to the forecast growth in future
earnings from larger funds, new products, and new investor relationships due to ECPs market positioning and the dynamics and investor
demand for investments into energy transition, electrification and decarbonisation.
The Transaction was funded from the Group’s existing cash resources and available borrowing facilities.
b) Income and profit contribution
From the date of acquisition, 20 August 2024, ECP contributed the following revenue, underlying EBITDA and underlying profit to the Group:
£ m
Total operating income
72.5
Underlying EBITDA
53.8
Underlying profit before tax
48.4
If the acquisition had occurred on 1 January 2024, ECP would have contributed the following additional income and underlying
EBITDA to the Group:
ECP’s reported results from ECP’s reported results from
20 August 2024 to 1 January 2024 to 19 August
31 December 2024 2024 Pro forma ECP results for 2024
£ m £ m £ m
Total operating income
72.5
114.8
187.3
Underlying EBITDA
53.8
78.5
132.3
Underlying profit before tax
48.4
69.3
117.7
c) Impact on cash flows
Cash flows from investing activities includes the impact on cash arising from consideration paid to acquire the subsidiary. Consideration
of £173.1m was paid on the date of acquisition.
d) Trade and other receivables assumed
Trade and other receivables acquired comprise gross trade and other receivables amounting to £24.9m, which approximates fair value.
It is expected that the full contractual amounts can be collected.
Notes to the consolidated and Company
financialstatements
continued
150
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
e) Acquisition-related costs
During the year, transaction costs of £9.2m (2023: £42.0m) incurred by the Group have been recognised as other operating expenses.
Such transaction costs are classified as exceptional and so are excluded from underlying performance metrics. Further detail of
transaction costs are included in note 9.
5 Operating segments
Operating segments are the components of the Group whose results are regularly reviewed by the Group’s chief operating decision
maker to make decisions about resources to be allocated to the segment and assess its performance.
The Executive Directors are considered to be the chief operating decision maker of the Group, which is divided into operating segments
based on how key management reviews and evaluates the operation and performance of the business.
The Group’s operations are divided into two groups, the core business, consisting of the private equity, credit and infrastructure fund
management and associated central support, and other. Other includes the Group’s procurement consulting business, PEPCO Services
LLP, and costs relating to strategic projects.
The Group’s core operations are divided into three business segments: private equity, credit and infrastructure, which is a new segment
added to the Group post the ECP transaction in 2024. The operations of the business segments consist of providing investment
management services to the relevant funds and their investors. The investment management services comprise identification and
structuring of new investments, the monitoring of investments and the sale and exit from investments. The three business segments are
supported by the central support functions which include investor relations, head office, finance, human resources, IT and marketing.
Segmental income and profit before tax analysis
The Executive Directors assess the operating segments based on the line items below, primarily on operating income and underlying
EBITDA. The EBITDA for each segment, together with depreciation and amortisation and net finance and other income or expenses,
forms profit before tax. Depreciation, finance and other income, finance and other expenses, exceptional items and the share-based
payment expenses excluded from underlying EBITDA are not allocated to operating segments and are included in the Group total.
Group
Private Equity Credit Infrastructure Central Total Core Total Other Total Group
Year ended 31 December 2024 £ m £ m £ m £ m £ m £ m £ m
Underlying management fees*
238.8
61.3
33.0
2.9
336.0
336.0
Carried interest
28.0
31.1
59.1
59.1
Fair value remeasurement of investments
(excluding PRE adjustments*)
8.8
14.4
8.4
31.6
31.6
Other operating income
0.2
0.2
0.8
1.0
Underlying total operating income*
275.8
75.7
72.5
2.9
426.9
0.8
427.7
Personnel expenses
(69.9)
(23.9)
(15.2)
(48.0)
(157.0)
(0.8)
(157.8)
Other operating expenses
(23.3)
(6.9)
(3.5)
(22.6)
(56.3)
(0.1)
(56.4)
Underlying EBITDA* (excluding exceptional
expenses and certain share-based payment
expenses)
182.6
44.9
53.8
(67.7)
213.6
(0.1)
213.5
Exceptional expenses
(61.8)
Certain excluded share-based payment expenses
(5.9)
PRE adjustments*
0.4
EBITDA
146.2
Depreciation and amortisation
(36.2)
Net finance and other income and expenses
(29.3)
Profit before tax
80.7
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Group
Private Equity Credit Central Total Core Total Other Total Group
Year ended 31 December 2023 £ m £ m £ m £ m £ m £ m
Underlying management fees*
205.0
56.5
3.8
265.3
265.3
Carried interest
30.0
30.0
30.0
Fair value remeasurement of investments (excluding PRE
adjustments*)
17.3
8.0
25.3
25.3
Other operating income
0.2
0.2
0.8
1.0
Underlying total operating income*
252.5
64.5
3.8
320.8
0.8
321.6
Personnel expenses
(69.3)
(21.3)
(36.0)
(126.6)
(1.0)
(127.6)
Other operating expenses
(18.3)
(8.8)
(18.0)
(45.1)
(0.1)
(45.2)
Underlying EBITDA* (excluding exceptional expenses
and certain share-based payment expenses)
164.9
34.4
(50.2)
149.1
(0.3)
148.8
Exceptional expenses
(47.7)
Certain excluded share-based payment expenses
(4.0)
EBITDA
97.1
Depreciation and amortisation
(18.7)
Net finance and other income and expenses
7.6
Profit before tax
86.0
* These are not defined or recognised under IFRS but are used by the Executive Directors and management to analyse the business and financial performance. Pages 205 to 209 set out
definitions of each of the APMs and how they can be reconciled back to the condensed consolidated financial statements.
Geographical analysis and customer concentrations
The Group’s total operating income disaggregated by geographical location of service provided is as follows:
Year ended 31 December 2024
£m
UK
264.7
USA
72.5
EU countries
90.9
Total operating income
428.1
No single fund investor constitutes more than 10% of assets under management.
Assets and liabilities analysis
The Group’s Consolidated Statement of Financial Position is managed as a single unit rather than by segment. The only distinction for the
business segments relates to the Group’s investments in funds, carried interest receivable and other investments, which can be split between
private equity, credit (further split between investments attributable to the Group and to third party investors) and infrastructure.
Group
2024 2023
£ m £ m
Investments:
Private equity (investments in funds, excluding those attributable to third party investors)
470.8
260.9
Private equity (investments in funds attributable to third party investors)
110.6
Private equity (other investments)
7.5
Credit (investments in funds, including CLOs, excluding those attributable to third party investors)
142.0
121.6
Credit (CLO assets attributable to third party investors)
1,893.3
1,267.7
Infrastructure (investments in funds)
127.1
Total investments
2,743.8
1,657.7
Carried interest receivable:
Private equity
49.0
64.7
Credit
2.5
2.6
Infrastructure
61.8
Total carried interest receivable
113.3
67.3
Notes to the consolidated and Company
financialstatements
continued
152
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
6 Operating income
Operating income primarily comprises management and other fees, carried interest income and investment income from the
management of, and investment in, private equity, infrastructure and credit fund partnerships.
Management and other fees
Management and other fees are presented net of the profit or loss impact of the settlement of foreign exchange hedging used to limit
the volatility of foreign exchange on fees earned in euros or US dollars.
Group
2024 2023
£ m £ m
Management and other fees before settlement of foreign exchange hedges
325.7
264.2
Settlement of foreign exchange hedges
3.5
1.1
Total management and other fees
329.2
265.3
Carried interest
The amount of carried interest recognised in operating income and the carrying value of the related asset is sensitive to the fair value of
unrealised investments within each fund. The reversal risk in carried interest income, which is accounted for under IFRS 15, is managed
through the application of discounts of 15% to 40% to the fair value of the fund investments and the later recognition of carried interest
relating to credit funds.
A sensitivity analysis of the average discount rate on the carried interest income is included in note 3 (b).
Fair value remeasurement of investments
Fair value remeasurement of investments consists of net changes in the fair value of the Group’s investments in private equity, credit and
infrastructure funds.
Fair value remeasurement of investments is presented net of the profit or loss impact of the remeasurement of foreign exchange hedging
used to limit the volatility of foreign exchange on investment income earned in euros or US dollars.
Group
2024 2023
£ m £ m
Fair value remeasurement of investments before remeasurement of foreign exchange hedges
35.3
23.8
Remeasurement of foreign exchange hedges
3.5
1.5
Fair value remeasurement of investments
38.8
25.3
Fair value remeasurement of investments includes the remeasurement of the fair value of investments in CLOs which are fully
consolidated by the Group. The CLO investment expense is the amount of investment income due to third-party note holders who have
invested in the CLOs which are fully consolidated by the Group.
Group
2024 2023
£ m £ m
CLO investment income
128.1
66.7
CLO investment expense
(115.5)
(58.5)
CLO investment income, net
12.6
8.2
The table above excludes the fair value remeasurement of sale and repurchase arrangements of the Group’s interests in CLO 2 and CLO
3. Further details are set out in note 18 (d).
Note 20 (e) includes a sensitivity analysis for co-investment valuations and the impact on profit or loss.
153
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
7 Personnel expenses
Aggregate personnel expenses (including Directors’ remuneration) in each year were as follows:
Group
2024 2023
£ m £ m
Wages and bonuses
126.9
95.7
Social security
20.3
19.2
Pensions
3.2
1.9
Share-based payments
49.6
4.5
Other employee expenses
14.6
11.2
Total personnel expenses
214.6
132.5
Total personnel expenses include £50.9m (2023: £0.9m) of exceptional expenses, and accordingly are excluded from the calculation
of underlying profitability measures. See note 9 for further details.
a) Share-based payments
The total charge to the Consolidated Statement of Profit or Loss for the year was £49.6m (2023: £4.5m) and this was credited to the
share-based payments reserve in equity for an equity-settled award or recognised as a liability for a cash-settled award. £49.0m of the
total share-based payment expenses are excluded from underlying metrics for the reasons explained in the APMs definitions on page
206.
Partnership units issued as part of ECP acquisition
The Group issued 185.0m units in Bridgepoint OP LP to the vendors of ECP on the ECP acquisition date, 20 August 2024, under the
purchase and sale agreement. Of those 170.1m units are not subject to employee performance conditions (vesting terms) associated with
the units. Therefore they are considered part of the total consideration. Further detail of ECP transaction consideration is set out in note
4.
The remaining 14.9m units are treated as an equity-settled share-based payment under IFRS 2 “Share-based Payment” (“IFRS 2”)
and subject to staggered vesting over 4 years from closing. The awards are initially recognised at their fair value of £3.03 per unit based
on the Company’s share price at the grant date.
Weighted average fair
value per share
Number of units granted (£)
Group and Company 2024
Rights outstanding at beginning of the period
N/A
Granted
14,929,500
3.03
Forfeited
N/A
Vested
N/A
Rights outstanding (unvested) at the end of the period
14,929,500
3.03
A total expense of £4.1m has been recognised in personnel expense during the year. It is considered exceptional and therefore is
excluded from underlying profitability measures.
Restricted stock units (“RSUs”) issued as part of the ECP acquisition
Under the purchase and sale agreement relating to ECP, the Group has established an incentive equity plan for employees of ECP and
some service providers to ECP. RSUs that are issued to employees will result in the issue of shares in the capital of the Company post
vesting. Therefore RSUs are treated as an equity-settled share-based payment under IFRS 2. The awards are initially recognised at their
fair value of £3.03 per unit based on the Company’s share price at the grant date.
Awards over 7.6m shares vested immediately post closing of the ECP transaction and the other 42.4m awards are vesting over a period
of 5 years from closing. The awards entitle the RSU holders to receive dividend cash equivalents, which are reflected in the calculation of
their fair value at the grant date. Over the vesting period, the Group recognises a personnel expense.
Notes to the consolidated and Company
financialstatements
continued
154
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Weighted average fair
value per share
Number of shares granted (£)
Group and Company 2024
Rights outstanding at beginning of the period
N/A
Granted
49,993,600
3.03
Forfeited
N/A
Vested
(7,613,825)
3.03
Rights outstanding (unvested) at the end of the period
42,379,775
3.03
In 2024 a total expense of £38.2m relating to RSUs has been recognised in personnel expenses, which includes £23.3m in immediately
vested RSUs and £14.7m which relates to the four-month impact of the RSUs awarded in 2024. Such costs are considered exceptional
and therefore are excluded from underlying profitability measures.
Earn-out units issued as part of ECP acquisition
45.0m earn-out units were granted to the ECP sellers in the ECP transaction with a final value linked to performance targets of ECP
funds. 50% of the units (22.5m) are subject to a continuing employment condition, vesting over the period from closing to 2029, with
the other 50% vesting immediately at closing. Further details of the earn-out that is not subject to vesting are set out in note 4.
The number of final earn-out units to be granted is calculated using a probability weighted average of awards in the earn out scenarios.
The units will ultimately convert into in the Company’s shares and are treated as an equity-settled share-based payments. The fair value
of the earn-out units is determined at £3.03 per share based on the Company’s share price at the grant date, with a total value of £7.3m.
During 2024, a total expense of £0.7m has been recognised in personnel expenses. It is considered exceptional and therefore is excluded
from underlying profitability measures.
A3 share award
In June 2021 the Company issued A3 ordinary shares of £0.01 nominal value to certain employees for consideration of £1.50 per share.
The A3 shares would vest on the fifth anniversary of their issue provided that the shareholder remained an employee throughout this
period. As part of the Company’s share reorganisation prior to the IPO, the A3 shares were converted into ordinary shares. The fair value
of the share issued was calculated as £3.96 per share as was determined by a third-party valuation. The expenses relating to the A3
shares are included in underlying profitability measures.
A3 Share Award
A3 Share Award (£ per share)
Group and Company
2024
2023
2024
2023
Opening
440,400
528,975
3.96
3.96
Vested
(56,550)
N/A
3.96
Forfeited
(51,200)
(32,025)
3.96
3.96
Outstanding at year end
389,200
440,400
3.96
3.96
Long-term incentive plans
In March 2023 the Group granted awards under a long-term incentive plan (“LTIP”) to qualifying employees. The total fair value
of the awards on the grant date was estimated at £5.6m. The Group will settle the awards, vesting over the period 30 June 2023
to 31 March 2025, either in the Company’s shares or with an equivalent cash payment where local laws restrict the grant of shares
in foreign corporations, with no consideration paid by the participants. As the LTIP awards vest subject to the achievement of certain
service conditions, namely continued employment in the Group, they are accounted for as either equity-settled or cash-settled
share-based payment transactions under the Group’s accounting policy in line with IFRS 2.
The scheme was implemented to increase employee ownership in the Group for a targeted group of employees post-IPO. The awards are
not considered an alternative to cash-based compensation, are not included in the cost-base when considering operating segment
performance and will cease to be a reconciling item once the awards issued as part of the strategy are fully vested.
In 2024 a total expense of £5.9m (2023: £4.0m) have been recognised in personnel expenses and are excluded from underlying
profitability measures.
155
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Weighted average fair value
Number of shares per share granted (£)
Group and Company
2024
2023
2024
2023
Rights outstanding at beginning of the period
1,859,348
2.14
N/A
Granted
2,423,489
2,619,773
2.58
2.15
Granted – dividend equivalents
81,403
75,571
2.48
2.17
Forfeited
(243,754)
(91,298)
2.35
2.17
Forfeited – dividend equivalents
(5,533)
(1,225)
2.25
2.17
Vested
(1,364,201)
(730,302)
2.31
2.17
Vested – dividend equivalents
(41,330)
(13,171)
2.27
2.17
Rights outstanding (unvested) at the end of the period
2,709,422
1,859,348
2.40
2.14
Restricted Share Plan
In April 2024 a Director of the Company was granted a conditional share award of 326,672 shares at a value of £2.60 per share,
with a total value of £850,000, vesting over the period from 1 April 2024 to 1 April 2026.
In 2023 an award of 114,953 shares at a value of £2.17 per share, with total value £250,000, vesting on 31 March 2025, was granted
to another Director of the Company. The restricted share plan is a constituent part of the total compensation for directors of the
Company and so is considered an alternative to cash-based compensation. The cost for the year of £0.4m (2023: £0.2m) is included in
underlying profitability measures.
b) Other employee expenses
Other employee expenses include insurance, healthcare, training, recruitment costs and certain incentive schemes.
Management incentive scheme
In April 2021 a subsidiary of the Company, Bridgepoint Credit Holdings Limited, issued shares to certain employees of the Group as
part of a management incentive scheme. The scheme has been accounted for as an other long-term employment benefit under IAS 19
“Employment Benefits” (“IAS 19”) as it is not linked to the value of the equity of Bridgepoint Credit Holdings Limited or equity
instruments of other Group members, but is based on the revenue generated by certain funds managed by the Group.
During 2024, a £1.2m expense (2023: nil) and corresponding liability has been included in other employee expenses and calculated
based upon funds raised and expected management fees which exceed the targets at that date. The expense is considered exceptional and
is therefore excluded from underlying profitability measures.
ECP employee retention bonus
In January 2023 ECP granted certain employees retention bonuses, which vest over 3 years, or over 2023 to 2026.
The payment of the bonuses is contingent on continued employment which is treated as a service condition. The bonuses are not linked
to the Company’s share price or value and so are treated as employee remuneration with the associated expense spread over the service
period under IAS 19. The acquired balance sheet included a liability of £17.6m for a portion of the unpaid bonuses, with an expense of
£4.3m recognised in the Consolidated Condensed Statement of Profit or Loss in the period since the transaction completed. As such
costs are non-recurring and are material by size, they are considered as exceptional items and so excluded from underlying performance
metrics.
Staff numbers
The monthly average number of persons, including Directors, employed by the Group during the year split by geography was as follows:
Group
2024 2023
No. No.
UK
246
226
Other
252
152
Total
498
378
The Company has five employees (2023: five).
Notes to the consolidated and Company
financialstatements
continued
156
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
8 Other operating expenses
Other operating expenses include expenditure on IT, travel and legal and professional fees. Other operating expenses also include
fees paid to the auditors for the audit of the Group and relevant subsidiary financial statements and other fees for other services.
In 2024 exceptional expenses of £10.9m (2023: £46.8m) are included in the Group’s other operating expenses. Further details provided
in note 9 (b).
Expenditure relating to low-value asset leases is required to be disclosed separately and is set out below.
a) Auditor’s remuneration
During the year, the Company and the Group received the following services from its external auditor, Forvis Mazars LLP.
The table below sets out fees earned by Forvis Mazars LLP in relation to the year ended 31 December 2024.
Group
2024 2023
£ m £ m
Audit fees
Fees payable to the external auditor for the audit of the Company and the consolidated financial statements
1.0
0.5
Fees payable to the external auditor for the audit of the accounts of the Company’s consolidated subsidiaries
1.1
0.9
Total audit fees
2.1
1.4
Non-audit fees
Audit-related assurance services
0.2
0.2
Other non-audit services
0.3
Total non-audit fees
0.2
0.5
Total auditor’s remuneration
2.3
1.9
b) Low-value asset leases
Group
2024 2023
£ m £ m
Expense relating to low-value asset leases
Low-value asset leases
0.4
0.4
157
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
9 Exceptional items
Exceptional items in the years ended 31 December 2024 and 2023 principally relate to costs incurred in relation to the acquisition
of ECP and EQT Credit.
Exceptional other income in 2023 relates to the remeasurement and revaluation of the EQT deferred consideration payable.
Group
2024 2023
£ m £ m
Personnel expenses
(50.9)
(0.9)
Other operating expenses
(10.9)
(46.8)
Total exceptional expenses within EBITDA
(61.8)
(47.7)
Finance and other expenses
(0.8)
Total exceptional expenses
(62.6)
(47.7)
Group
2024 2023
£ m £ m
Finance and other income
6.9
Total exceptional income
6.9
a) Exceptional personnel expenses
In 2024 exceptional personnel expenses primarily relate to £43.0m incentive award share-based payment expenses from the acquisition
of ECP. 2024 exceptional personnel expenses also include £4.3m of one-off retention bonuses that transferred with the ECP perimeter.
The amounts also include £1.2m deferred transaction related bonuses and associated social security costs from the acquisition of EQT
Credit in 2020. Specific bonus payments payable to employees in relation to the EQT acquisition are exceptional as such awards were
only granted once.
b) Exceptional other operating expenses
In 2024 exceptional other operating expenses include costs incurred in relation to the acquisition of ECP. Costs include completion fees
for the financial advisers on the transaction, post-transaction integration costs and other professional service fees of the associated
workstreams.
Such costs would not have been incurred if no transaction had taken place and therefore have been classified as exceptional. See note 4
for further details of the ECP transaction.
2023 exceptional other operating expenses relate to the acquisition of ECP include transaction fees, structuring and other accounting
and tax advisory costs, documentation costs and costs associated with the preparation of the shareholder circular in respect of the ECP
transaction.
c) Exceptional finance and other expenses
In 2024 £0.8m of exceptional finance and other expenses relate to the unwind of discount and revaluation of items of deferred
consideration relating to the ECP transaction.
d) Exceptional finance and other income
In 2023 £6.9m of exceptional other income related to the remeasurement and revaluation of the deferred contingent consideration
payable and unwind of discount of the associated liability to EQT AB in relation to the acquisition of EQT Credit in 2020.
Notes to the consolidated and Company
financialstatements
continued
158
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
10 Depreciation and amortisation
The following table summarises the depreciation and amortisation charges during the year.
Group
2024 2023
£ m £ m
Depreciation on property, plant and equipment
15.1
14.9
Amortisation of intangible assets
21.1
3.8
Total depreciation and amortisation expense
36.2
18.7
The amortisation charge of £21.1m includes an expense in relation to the amortisation of customer relationship intangible assets arising
from the EQT Credit and ECP transaction and acquired carried interest intangible assets arising from the ECP transaction, as well as
£1.7m amortisation of computer software (2023: £0.8m).
The amortisation charge of customer relationship and carried interest intangible assets which totalled £19.4m (2023: £3.0m) is excluded
from the calculation of underlying profitability measures in order to distinguish from underlying performance.
11 Net finance and other income or expenses
Group
2024 2023
£ m £ m
Interest income on term deposits
6.9
9.0
Finance income on subleases
0.9
0.7
Finance income on amounts receivable from third party investors
0.1
Other income
6.9
Total finance and other income
7.8
16.7
Interest expense on bank overdrafts and borrowings
(17.5)
(1.8)
Interest expense on lease liabilities
(3.6)
(3.5)
Net foreign exchange losses
(12.3)
(2.4)
Finance expense on amounts payable to related party investors
(0.5)
(0.4)
Other expenses
(3.2)
(1.0)
Total finance and other expenses
(37.1)
(9.1)
Net finance and other income, including exceptional items
(29.3)
7.6
12 Tax expense
(a) Tax expense
Tax charged in the Consolidated Statement of Profit or Loss:
Group
2024 2023
£ m £ m
Current taxation
Current tax – current year
3.7
3.2
Current tax – prior year
0.3
(0.2)
Total current tax expense
4.0
3.0
Deferred tax
Deferred tax – current year
7.8
14.9
Deferred tax – prior year
(0.2)
(2.6)
Total deferred tax expense
7.6
12.3
Total tax expense for the year
11.6
15.3
159
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(b) Reconciliation of tax expense
The effective tax rate for the year ended 31 December 2024 is 14.4% (2023: 17.8%). The effective tax rate is different to the standard
rate of corporation tax in the UK of 25% (2023: 23.5%) primarily due to timing differences on taxation of management fee income and
investments. In addition, there are tax losses carried forward in the UK due to certain forms of income that are not subject to UK
corporation tax, and in the US due to tax deductible amortisation.
Group
2024 2023
£ m £ m
Profit before tax
80.7
86.0
Tax on profit before taxation at the standard rate of corporation tax in the UK of 25% (2023: 23.5%)
20.2
20.2
Non-taxable and non-deductible items
(40.2)
11.4
Adjustments regarding management fee income and investments
6.8
(16.2)
Effect of foreign tax rates
(0.7)
(1.1)
Deferred tax not recognised
25.5
3.8
Prior year adjustment
(2.8)
Total tax expense for the year
11.6
15.3
(c) Tax on amounts recognised directly in other comprehensive income
Tax on amounts recognised in other comprehensive income relate to deferred tax timing differences on foreign exchange forward
contracts used for hedging purposes.
Group
2024 2023
£m £m
Tax on amounts recognised in other comprehensive income
(3.3)
(2.2)
(d) Tax losses not recognised
The Group has carried forward losses of £544.0m (2023: £487.5m) as at 31 December 2024 on which a deferred tax asset has not been
recognised due to the uncertainty of future taxable profit against which the asset can be utilised.
The Group has a deferred tax asset recognised of £53.1m (2023: £50.0m) and the Company has an asset of nil (2023: nil) where it is
probable that the tax losses will be utilised against future profits.
See note 23 for further detail on deferred tax assets recognised.
13 Earnings per share
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be
issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
These potential ordinary shares include the units that may be ultimately converted into ordinary shares as a result of the ECP transaction
completed in August 2024.
160
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
The following table reflects the income and share data used in the basic and diluted earnings per share calculations:
Group
2024
2023
Earnings
Profit attributable to ordinary equity holders of the parent (£m)
64.8
70.7
Number of shares
Weighted average number of ordinary shares for purposes of basic earnings per share (m)
805.1
808.5
Effect of dilutive potential ordinary share conversion (m)
212.5
N/A
Number of ordinary shares for the purposes of diluted earnings per share (m)
1,017.6
808.5
Basic earnings per share (pence)
8.0
8.7
Diluted earnings per share (pence)
6.4
N/A
Underlying profit attributable to equity holders of the parent* (£m)
156.6
N/A
Underlying basic earnings per share* (pence)
19.5
N/A
Underlying diluted earnings per share* (pence)
15.5
N/A
* These are not defined or recognised under IFRS. Pages 205 to 209 set out definitions of each of the APMs and how they can be reconciled back to the condensed consolidated
financial statements.
The underlying profit after tax is calculated by excluding exceptional items, adjusted items and the amortisation of intangible assets from
within profit after tax. Further details are set out in APM section on page 206.
The number of ordinary shares included in the calculation of earnings per share excludes shares held by the Group itself. Further detail is
included in note 24.
14 Property, plant and equipment
Group
Computers,
Right-of-use Leasehold furniture and
assets improvements other Total
£ m £ m £ m £ m
Cost
As at 1 January 2024
71.9
30.2
12.0
114.1
Additions from acquired subsidiaries
12.7
9.3
1.8
23.8
Other additions
2.0
1.5
1.4
4.9
Foreign exchange
0.6
0.4
0.1
1.1
Disposals
(1.0)
(1.0)
As at 31 December 2024
87.2
41.4
14.3
142.9
Accumulated depreciation
As at 1 January 2024
(26.0)
(7.2)
(7.2)
(40.4)
Foreign exchange
(0.1)
(0.1)
Depreciation
(8.8)
(4.1)
(2.2)
(15.1)
Disposals
1.0
1.0
As at 31 December 2024
(34.8)
(11.4)
(8.4)
(54.6)
Carrying value at 31 December 2024
52.4
30.0
5.9
88.3
161
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Group
Leasehold Computers, furniture
Right-of-use assets improvements and other Total
£ m £ m £ m £ m
Cost
As at 1 January 2023
73.1
29.8
10.5
113.4
Foreign exchange
(0.2)
(0.1)
(0.3)
Additions
5.0
0.9
2.3
8.2
Disposals
(6.2)
(0.3)
(0.7)
(7.2)
As at 31 December 2023
71.9
30.2
12.0
114.1
Accumulated depreciation
As at 1 January 2023
(17.6)
(4.2)
(6.1)
(27.9)
Foreign exchange
0.1
0.1
0.2
Depreciation
(9.6)
(3.4)
(1.9)
(14.9)
Disposals
1.2
0.3
0.7
2.2
As at 31 December 2023
(26.0)
(7.2)
(7.2)
(40.4)
Carrying value at 31 December 2023
45.9
23.0
4.8
73.7
The Company has no plant, property or equipment at 31 December 2024 (2023: nil).
15 Goodwill and intangible assets
Group
Intangible assets Intangible assets
— customer — acquired
Goodwill relationship carried interest Total
£ m £ m £ m £ m
Cost
As at 1 January 2024
105.1
21.2
126.3
Additions from acquired subsidiaries
436.3
132.1
97.5
665.9
Foreign exchange
17.7
5.4
3.9
27.0
As at 31 December 2024
559.1
158.7
101.4
819.2
Accumulated amortisation and impairment
As at 1 January 2024
(9.7)
(9.7)
Amortisation
(9.9)
(9.5)
(19.4)
Foreign exchange
(0.1)
(0.1)
(0.2)
As at 31 December 2024
(19.7)
(9.6)
(29.3)
Carrying value
As at 1 January 2024
105.1
11.5
116.6
As at 31 December 2024
559.1
139.0
91.8
789.9
162
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Group
Goodwill Intangible assets Total
£ m £ m £ m
Cost
As at 1 January 2023
105.1
21.2
126.3
As at 31 December 2023
105.1
21.2
126.3
Accumulated amortisation and impairment
As at 1 January 2023
(6.7)
(6.7)
Amortisation
(3.0)
(3.0)
As at 31 December 2023
(9.7)
(9.7)
Carrying value
As at 1 January 2023
105.1
14.5
119.6
As at 31 December 2023
105.1
11.5
116.6
(a) Impairment assessment of goodwill
Goodwill is allocated to and monitored by management at the level of the Group’s two CGUs as set out below:
Carrying value of goodwill
2024 2023
CGU
Goodwill arose from
£m £m
Credit
Acquisition of EQT Credit
105.1
105.1
Infrastructure
Acquisition of ECP
454.0
Total goodwill as at 31 December
559.1
105.1
Annual goodwill impairment test
Goodwill is tested for impairment on an annual basis. For each CGU, the estimated recoverable amount is higher than its carrying value
(being the net book value as at 31 December 2024) and therefore no impairment was identified or recognised.
The recoverable amount of each CGU was determined based on value-in-use calculations. The value-in-use calculations are based on,
and most sensitive to, the following key assumptions:
Assumption
Determination of assumption
Short and medium-term cash The cash flows are projected based on the actual operating results and a five-year estimate from 2025
flows (revenue and cost
to 2029.
Cash flows for the time thereafter are taken into account by calculating a terminal value.
growth) Operating profits are based on management approved income, future fundraising, deployment of capital
and costs of the business, taking into account growth plans for each business as well as past experience.
Long-term economic growth Cash flows beyond an initial five-year period are extrapolated using estimated long-term growth rates,
rates (used to determine which are based on external estimates of GDP and inflation.
terminal values)
Pre-tax discount rates
Weighted average cost of capital is determined using market risk free rates based on the yields
of government bonds that are most relevant to the operations of the CGU, adjusted for country
and operational risk and the cost of borrowing for the Group.
Sensitivity analysis
The estimated value-in-use of each CGU exceeds its carrying value. The table below shows the relative changes in the main assumptions:
profit margins, long-term growth rate and pre-tax discount rates, in isolation, that could lead to the value-in-use reducing to the carrying
amount. Changes beyond those amounts would have therefore led to an impairment loss being recognised for the year ended 31 December
2024. The sensitivity analysis presented is prepared on the basis that any change in each key assumption would not have a consequential
impact on other assumptions used. Given the significant headroom noted, the Group does not expect that a reasonably possible or
foreseeable change in the assumptions in isolation would lead to an impairment loss being recognised in 2024.
Change required for value-in-use to equal carrying amount
Credit
Infrastructure
Key assumptions
2024
2023
2024
2023
Reduction in profit margin (%)
59.8%
50.8%
18.9%
N/A
Reduction in long-term growth rates (percentage points)
1.0ppts
2.0ppts
1.0ppts
N/A
Increase in pre-tax discount rates (percentage points)
23.1ppts
18.9ppts
7.0ppts
N/A
163
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(b) Impairment of intangible assets
Acquired intangible assets are recognised on acquisition of a business. Intangible assets that have a finite useful life are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recovered. Intangible assets are
also reviewed annually for indicators of impairment at each balance sheet date. The material intangible assets are set out below:
Carrying value of acquired intangible assets
Remaining amortisation period
2024 2023 2024 2023
Acquired intangible assets £m £m (Weighted avg. years) (Weighted avg. years)
Customer relationship – EQT Credit
8.4
11.5
2.8
3.8
Customer relationship – ECP
130.6
6.6
Acquired rights to future carried interest – ECP
91.8
4.6
In assessing indication of impairment of customer relationship intangible assets, management uses indicators such as the profit margins of
the credit or infrastructure business, size of funds raised vs. plan, level of reinvestment and attrition of investors in new funds and the
discount rate applied to the projections.
Key assumptions
Credit
Infrastructure
2024 2023 2024 2023
Key assumptions % % % %
Pre-tax discount rates
15.9%
16.1%
17.0%
Management uses quantitative indicators such as fund performance metrics and qualitative indicators such as macroeconomic conditions
in assessing for indicators of impairment of acquired carried interest intangible assets.
No indicators of impairment were identified in 2024.
The Company has no goodwill or intangible assets.
16 Carried interest receivable
The carried interest receivable relates to revenue which has been recognised by the Group relating to its share of fund profits through its
holdings in relevant CIPs or GP vehicles.
Revenue is only recognised to the extent it is highly probable that the revenue recognised would not result in significant revenue reversal
of any accumulated revenue recognised on the completion of a fund. The reversal risk is mitigated through the application of discounts.
If adjustments to the carried interest receivable recognised in previous periods are required, they are adjusted through revenue.
A sensitivity analysis is set out in note 3 (b).
Group
2024 2023
£ m £ m
Opening balance
67.3
42.0
Additions from acquired subsidiaries
29.1
Income recognised in the year
59.1
29.8
Foreign exchange movements recognised as profit or loss
(0.3)
(0.4)
Foreign exchange movements recognised as other comprehensive income
1.5
(0.1)
Receipts of carried interest
(43.4)
(4.0)
Closing balance
113.3
67.3
The Company has no carried interest receivable.
164
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
17 Financial assets
(a) Classification of financial assets
The following tables analyse the Group and Company’s assets in accordance with the categories of financial instruments as defined in
IFRS 9 “Financial Instruments”. Assets which are not considered as financial assets, for example prepayments and lease receivables, are
also shown in the table in a separate column in order to reconcile to the face of the Consolidated Statement of Financial Position.
Group
Fair value Financial Assets which
through Hedging assets at are not
profit or loss derivatives amortised cost financial assets Total
As at 31 December 2024 £ m £ m £ m £ m £ m
Fair value of fund investments
765.6
765.6
Consolidated CLO assets
1,955.0
23.2
1,978.2
Trade and other receivables
143.6
29.8
173.4
Derivative financial instruments
26.4
26.4
Other investment
Cash and cash equivalents
90.8
90.8
Consolidated CLO cash
69.0
69.0
Total
2,720.6
26.4
326.6
29.8
3,103.4
Group
Fair value Financial Assets which
through Hedging assets at are not
profit or loss derivatives amortised cost financial assets Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Fair value of fund investments
301.4
301.4
Consolidated CLO assets
1,313.0
35.8
1,348.8
Trade and other receivables
124.4
17.0
141.4
Derivative financial instruments
6.2
6.2
Other investment
7.5
7.5
Cash and cash equivalents
238.8
238.8
Consolidated CLO cash
76.0
76.0
Total
1,614.4
6.2
482.5
17.0
2,120.1
Company
Fair value Financial Assets which
through assets at are not
profit or loss amortised cost financial assets Total
As at 31 December 2024 £ m £ m £ m £ m
Trade and other receivables
39.2
39.2
Cash and cash equivalents
0.7
0.7
Total
39.9
39.9
Company
Fair value Financial Assets which
through Hedging assets at are not
profit or loss derivatives amortised cost financial assets Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Trade and other receivables
8.0
0.4
8.4
Cash and cash equivalents
139.7
139.7
Derivative financial instruments
3.9
3.9
Total
3.9
147.7
0.4
152.0
165
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(b) Fair value of fund investments
The investments primarily consist of loans or commitments made in relation to Bridgepoint Europe VII, VI and V, Bridgepoint Europe
Portfolio IV, Bridgepoint Development Capital IV and III, Bridgepoint Growth II, Bridgepoint Credit Opportunities IV, and ECP IV, V
and Calpine Continuation funds.
The fund investments are measured at fair value through profit or loss as the business model of each vehicle is to manage the assets and
to evaluate their performance on a fair value basis.
Group
2024 2023
£ m £ m
Opening balance
301.4
273.0
Additions from acquired subsidiaries
108.7
Other additions
392.2
36.3
Change in fair value
24.0
18.5
Foreign exchange movements recognised in profit or loss
(6.4)
(1.3)
Foreign exchange movements recognised in other comprehensive income
(7.5)
(5.1)
Disposals
(46.8)
(20.0)
Closing balance
765.6
301.4
The Company has no investment in funds at 31 December 2024 (2023: nil).
(c) Other investments
Other investments include, but are not limited to, loans made to fund portfolio companies. Other investments (with the exception of
certain other investments designated as fair value through profit or loss) that are held to collect contractual cash flows and which contain
contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest are measured at
amortised cost.
The Company has no other investments at 31 December 2024 (2023: nil).
(d) CLO assets
The balance shown includes the gross value of the assets held by CLO 1, CLO 3, CLO 4, CLO 5, CLO 6, CLO 7 and CLO 8 (2023: CLO
1, CLO 3, CLO 4, CLO 5 and CLO 6), which are consolidated by the Group, but of which the Group only holds the right and liabilities
in relation to a small portion. The CLO assets are primarily measured at fair value through profit or loss as the business model of each
vehicle is to manage the assets and to evaluate their performance on a fair value basis.
Group
2024 2023
£ m £ m
Consolidated CLO assets held by the Group
2,047.2
1,424.8
Consolidated CLO assets attributable to third-party investors
(1,929.5)
(1,343.7)
Group’s exposure to consolidated CLO assets
117.7
81.1
The Company has no investments in CLO assets at 31 December 2024 (2023: nil).
(e) Derivative financial assets
Group
2024 2023
£ m £ m
Derivative financial assets
Forward contracts
26.4
2.3
Foreign currency options
3.9
Total derivative financial assets
26.4
6.2
The derivative financial instruments at 31 December 2024 relate to forward contracts that are used to hedge foreign exchange risk
(2023: forward contracts and foreign exchange options). Further detail on the hedging programme is set out in note 21 (b).
The Company does not have any derivative financial assets (2023: £3.9m).
166
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(f) Trade and other receivables
Group
Company
2024 2023 2024 2023
£ m £ m £ m £ m
Non-current
Prepayments
1.6
Deferred cost of acquisition
10.3
1.7
Trade and other receivables
22.0
21.5
33.9
23.2
Current
Trade receivables
25.6
17.5
4.7
Accrued income
19.7
20.6
Prepayments
9.8
8.2
Deferred cost of acquisition
3.9
3.2
Other receivables
80.5
68.7
39.2
3.7
139.5
118.2
39.2
8.4
Total trade and other receivables
173.4
141.4
39.2
8.4
There are no material differences between the above amounts for trade and other receivables and their fair value as these do not contain
any significant financing components.
i) Cost of acquisition
Total trade and other receivables include the deferred cost of acquisition and consist of expenditure in excess of the cap within the LPA
and fees paid to placement agents. Such costs are capitalised as current or non-current prepayments and amortised between two and six
years. The movement in the capitalised costs of acquisition is set out in the following table.
Group
2024 2023
£ m £ m
Opening balance
4.9
2.8
Additions from acquired subsidiaries
5.5
Other additions
11.6
4.0
Amortisation
(8.0)
(1.9)
Foreign exchange
0.2
Closing balance
14.2
4.9
ii) Other receivables
Other receivables primarily relate to amounts to be invoiced to funds managed by the Group and their portfolio companies in relation to
costs incurred on their behalf. Such costs include deal and fundraising expenditure. Amounts receivable from the funds and from
portfolio companies at 31 December 2024 were £22.6m (2023: £19.3m) and £7.5m (2023: £4.0m), respectively.
167
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
iv) Lease receivables
£14.0m in non-current trade and other receivables and £2.6m in current other receivables represent lease receivables on sublet office
premises. Two of the subleases run until the end of the related head lease and expire on 31 December 2027. Another two sub leases
sublease runs for 8 and 10 years respectively and expires in 2031. One sublease runs until the end of the related head lease and expires
May 2026. The undiscounted cash flows for these lease receivables during the year ended 31 December 2024 were £3.2m
(2023: £2.5m). The finance income earned on the subleases during the year ended 31 December 2024 was £0.9m (2023: £0.7m).
The following table sets out the maturity analysis of lease receivables, showing undiscounted lease payments to be received after the
reporting date.
Group
2024 2023
Lease receivables £ m £ m
Due within 1 year
3.8
3.1
Due between 1 and 2 years
3.7
3.6
Due between 2 and 3 years
3.6
3.6
Due between 3 and 4 years
2.0
3.6
Due between 4 and 5 years
2.5
2.0
Due after more than 5 years
3.5
6.0
Total undiscounted lease payments receivables
19.1
21.9
Unearned finance income
(2.5)
(3.4)
Net investment in leases
16.6
18.5
Current
2.6
2.2
Non-current
14.0
16.3
16.6
18.5
The Company has no lease receivables at 31 December 2024 (2023: nil).
(g) Cash and deposits
Group
Company
2024 2023 2024 2023
£ m £ m £ m £ m
Cash at bank and in hand
73.7
67.0
0.7
4.7
Money market funds
16.3
170.9
135.0
Deposits with original maturities of less than three months
0.8
0.9
Total cash and cash equivalents
90.8
238.8
0.7
139.7
Consolidated CLO cash
69.0
76.0
Total cash
159.8
314.8
0.7
139.7
Consolidated CLO cash is cash held by CLO vehicles consolidated by the Group and is not available for the Group’s operating activities.
There are no material differences between the carrying amounts and fair values of cash and cash equivalents, deposits with original
maturities of less than three months and consolidated CLO cash.
168
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
18 Financial liabilities
(a) Classification of financial liabilities
The following tables analyse the Group and Company’s financial liabilities in accordance with the categories of financial instruments
defined in IFRS 9. Liabilities such as deferred income, long-term employee benefits, social security and other taxes are excluded as they
do not constitute a financial liability and are shown in the table in a separate column in order to reconcile to the face of the Consolidated
Statement of Financial Position.
Group
Liabilities
Fair value Financial which are not
through profit Hedging liabilities at financial
or loss derivatives amortised cost liabilities Total
As at 31 December 2024 £ m £ m £ m £ m £ m
Trade and other payables
9.8
98.0
84.9
192.7
Other financial liabilities
159.4
159.4
Lease liabilities
87.9
87.9
Borrowings
485.3
485.3
Derivative financial instruments
4.2
4.2
Consolidated CLO liabilities
1,696.2
20.6
1,716.8
Consolidated CLO purchases awaiting settlement
212.7
212.7
Total
1,865.4
4.2
904.5
84.9
2,859.0
Group
Fair value Financial Liabilities which
through profit Hedging liabilities at are not financial
or loss derivatives amortised cost liabilities Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Trade and other payables
47.6
98.0
145.6
Other financial liabilities
50.1
50.1
Lease liabilities
81.6
81.6
Derivative financial instruments
1.6
1.6
Consolidated CLO liabilities
1,152.0
14.9
1,166.9
Consolidated CLO purchases awaiting settlement
176.8
176.8
Total
1,202.1
1.6
320.9
98.0
1,622.6
Company
Liabilities
Fair value Financial which are not
through profit Hedging liabilities at financial
or loss derivatives amortised cost liabilities Total
As at 31 December 2024 £ m £ m £ m £ m £ m
Trade and other payables
8.3
0.2
8.5
Total financial liabilities
8.3
0.2
8.5
Company
Liabilities
Fair value Financial which are not
through profit Hedging liabilities at financial
(Restated) or loss derivatives amortised cost liabilities Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Trade and other payables
121.3
19.5
140.8
Total financial liabilities
121.3
19.5
140.8
169
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(b) Trade and other payables
Group
Company
(Restated)
2024 2023 2024 2023
£ m £ m £ m £ m
Amounts due in more than one year:
Management incentive scheme
13.5
12.6
Deferred contingent consideration payable
9.8
Other payables
8.6
Accrued expenses
3.7
0.5
35.6
13.1
Amounts due within one year:
Trade payables
21.0
9.1
0.8
Accrued expenses
97.0
110.9
0.8
25.5
Amounts due to related parties
115.1
Social security and other taxes
2.9
2.9
Deferred income
7.8
Other payables
28.4
9.6
6.9
0.2
157.1
132.5
8.5
140.8
Total trade and other payables
192.7
145.6
8.5
140.8
There are no material differences between the above amounts for trade and other payables and their fair value as these do not contain
any significant financing components.
i) Management incentive scheme
In April 2021 a subsidiary of the Company, Bridgepoint Credit Holdings Limited (“BCHL”), issued shares to certain employees of the
Group as part of a management incentive scheme. The shares are subject to a put and call option, whereby the participating employees
have the option to sell and the Group has the option to buy the shares in the future based upon a pre-determined formula which
considers the amount of funds raised and the resulting management fees over a five-year period. The scheme has been accounted for as
an other long-term employment benefit under IAS 19 as it is not linked to the value of the equity of BCHL or equity instruments of
other Group members, but is based on the revenue generated by certain funds managed by the Group.
In the year ended 31 December 2024 an expense of £1.2m and corresponding liability of the same amount have been recognised based
upon funds raised and expected management fees which exceed the targets at that date. The expense is treated as exceptional as it relates
to a one-off incentive award put in place following the EQT Credit transaction as a one-off award.
ii) Deferred contingent consideration payable (earn-out)
The deferred contingent consideration payable arises from the ECP transaction. The amount is calculated by reference to contracted
management fees and the implied share price of the Company which determines the payment. Further details are set out in notes 4 and
20 (d).
iii) Accrued expenses
Accrued expenses include amounts that have been incurred but not yet invoiced, and employee bonuses.
iv) Deferred income
Deferred income includes amounts that have been received in relation to fund management activity for services that have not been
provided.
v) Other payables
Non-current other payables represents deferred consideration be paid to the ECP vendors in future years.
Current other payables include interest payable on private placement borrowings and deferred payments payable to the ECP vendors to
be settled within a year. They also include tax and other provisions.
vi) Trade payables
Current trade payables include £13.0m (2023: nil) of trades entered into on behalf of CLOs that remained unsettled at year end 2024.
170
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(c) Borrowings
Group
Non-current:
2024
Principal Fixed interest Maturity
£m % date
ECP private placement debt
Series A Notes
17.6
5.70
7 July 2027
Series B Notes
69.5
5.79
7 July 2029
Series C Notes
59.9
5.94
7 July 2032
Sub-total / weighted coupon
147.0
5.84
New US private placement debt
Series A Notes
39.9
6.18
7 June 2027
Series B Notes
103.8
6.20
6 June 2029
Series C Notes
139.7
6.31
6 June 2031
Series D Notes
59.9
6.46
6 June 2034
Sub-total / weighted coupon
343.3
6.29
Borrowings at 31 December / weighted coupon
490.3
6.16
Capitalised facility costs
(5.0)
Total borrowings at 31 December / weighted coupon
485.3
6.16
i) ECP private placement debt
In July 2022, ECP completed the issuance and sale of $225.0m (£186.2m) aggregate principal amount private placement debt.
Subsequent to the completion of the ECP transaction, $184.0m (£146.9m) of the notes remain outstanding at 31 December 2024 after
$41.0m (£31.5m) were redeemed at par at the option of note holders on 19 September 2024.
The debt is unsecured and is held at amortised cost and the Group has determined to approximate the fair value of these liabilities.
ii) New US private placement debt ($430m)
On 6 September 2024, the Group completed the issuance and sale of $430.0m (£330.0m) aggregate principal amount of Series A, B, C
and D notes (collectively, the USPP) following the completion of the ECP transaction on 20 August 2024.
Qualifying costs have been capitalised and are amortised over the weighted average life of the notes. Interest is payable semi-annually at
the fixed stated interest rates. The interest expense and debt issuance cost amortisation from the period since acquisition totalled £4.1m.
The USPP is held at amortised cost which the Group has determined to approximate the fair value of these liabilities.
iii) Borrowing facility agreement
In 2023, the Group entered into a borrowing facility agreement for £250m. At 31 December 2024, there were no drawn amounts
outstanding on this facility (2023: nil).
The Group’s borrowing facility and US private placement notes are subject to covenants based a ratio of adjusted EBITDA to net finance
charges and a ratio of total net debt to adjusted EBITDA on a rolling annual period. During the year the Group was fully compliant with
banking covenants.
The Company has no drawn borrowings at 31 December 2024 (2023: nil).
(d) Other financial liabilities
Group
2024 2023
£ m £ m
Liabilities held at fair value through profit and loss:
CLO repurchase agreements
27.5
28.5
Amount payable to third party investors
110.6
Amount payable to related party investors
21.3
21.6
Total
159.4
50.1
i) CLO repurchase agreements
The Group has entered into an arrangement to sell and repurchase interests in CLO 2 and CLO 3 which total £27.5m (2023: £28.5m).
For CLO 2, the repurchase liability is £12.2m (€14.7m) and will be repaid at face value as at the scheduled repurchase date of 15 April
171
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
2035, unless an earlier date is agreed as per the agreement. For CLO 3, the repurchase liability is £15.3m (€18.5m) and will be repaid
at face value as at the scheduled repurchase date of 15 January 2036, unless an earlier date is agreed as per the agreement. The interest
payable over the life of the repurchase is equal to any distributions received by the relevant notes to which the repurchase agreement relates.
ii) Amounts payable to third party investors and related party investors
The Group consolidates a number of limited partnerships through which some of the Group’s investments in funds are held. The Group’s
interest only constitutes a portion of the total and therefore other financial liabilities include the fair value of the amounts due to external
parties, who are either third party investors (non-Group subsidiaries or affiliates) or related party investors (Group subsidiaries or affiliates),
under the limited partnership agreement. Due to the nature of this agreement, being a contractually agreed profit share to third party
investors and related party investors, the Group recognises their interest as a financial liability which is fair valued through profit and loss
at each reporting date.
iii) Company other financial liabilities
The Company has no other financial liabilities at 31 December 2024 (2023: nil).
(e) Consolidated CLO liabilities
Group
2024 2023
£ m £ m
Liabilities of CLOs consolidated by the Group (non-current)
1,696.2
1,152.0
Liabilities of CLOs consolidated by the Group (current)
20.6
14.9
Total
1,716.8
1,166.9
Non-current CLO liabilities are designated as financial liabilities at fair value through profit and loss.
Consolidated CLO liabilities represent notes issued by CLOs which are consolidated by and have been originated by the Group.
(f) Consolidated CLO purchases awaiting settlement
Group
2024 2023
£ m £ m
Consolidated CLO purchases awaiting settlement
212.7
176.8
Amounts payable for purchases of CLO assets awaiting settlement are recognised at the point at which the CLO has a contractual
obligation to exchange cash.
(g) Derivative financial liabilities
Group
2024 2023
£ m £ m
Derivative financial liabilities:
Forward contracts
4.2
1.6
The derivative financial instruments relate to forward contracts that are used to hedge foreign exchange risk. Further detail on the
Group’s hedging programme is set out in note 21 (b).
(h) Commitments
The Group’s undrawn capital commitments to the Group funds at year end are shown in the table below excluding commitments due
from third party investors, where the structured vehicle is consolidated within the consolidated financial statements. Capital
commitments are called over time, typically between one to five years following the entry into the commitment. Capital commitments
are not a financial liability, and the Group does not have an obligation to pay cash until the capital is called. Commitments may increase
where distributions made by the fund are recallable.
Group
2024 2023
£ m £ m
Private equity funds
325.9
257.0
Infrastructure funds
35.8
Credit funds
20.5
30.3
Total committed capital
382.2
287.3
172
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
19 Lease liabilities
Group
2024 2023
£ m £ m
Lease liabilities
Current
13.5
11.9
Non-current
74.4
69.7
Total
87.9
81.6
The lease liabilities relate to rental payments in respect of the Group’s rented offices. The lease contracts range up to 10 years.
The lease contracts include either inflationary increases to the rent payable or periodic review of the rent payable. The liability has been
determined at each period end, based upon expected changes in the contractual rent payable, as well as any planned exercise of any
break or early exit.
The lease liability is sensitive to assumptions relating to the selection and application of the IBR and those relating to the exercise or
non-exercise of lease break clauses.
The determination of the lease term for each lease involves the Group assessing any extension and termination options, the
enforceability of such options, and judging whether it is reasonably certain that they will be exercised. A number of leases contain such
clauses. The Group periodically reassesses the lease term and this assessment is based on all relevant facts and circumstances. Should a
change occur, the Group modifies the lease liability and associated right of use asset to reflect the remaining expected cash flows.
For each lease, a conclusion was reached on the overall likelihood of the option being exercised. The potential future cash outflows
relating to extension options not included in the measurement of lease liabilities are nil (2023: £3.3m).
The IBR has been determined by combining the relevant reference risk free rate for each currency, consideration of adjustments for
country specific risks and applying a financing spread observable to comparable companies. In order to validate the reasonableness of the
IBR, it has been compared to the margin payable on the Group’s revolving credit facility, and was found to be comparable. If the IBR had
been 1% higher or lower, the impact on the lease liability would be:
Group
2024 2023
£ m £ m
Increase of 1%
(2.1)
(2.5)
Decrease of 1%
3.1
2.6
The lease payments are allocated between principal and finance expense. The finance expense is charged to the profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability.
The Consolidated Statement of Profit or Loss includes the following amounts relating to the lease liabilities:
Group
2024 2023
£ m £ m
Interest on lease liability
3.6
3.5
The Company has no lease liabilities (2023: nil).
173
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
20 Fair value measurement
(a) Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal, or in its absence, the most advantageous market to which the Group has access to
at that date. The fair value of a liability reflects its non-performance risk.
The Group discloses fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the
measurements:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for assets or liabilities, either directly (i.e. as prices)
or indirectly (i.e. derived from prices); and
Level 3: Inputs for assets or liabilities that are not based on observable market data (i.e. unobservable inputs).
The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:
2024
2023
Group
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial assets
Fair value of fund
investments
13.0
752.6
765.6
301.4
301.4
Consolidated CLO assets
1,955.0
1,955.0
1,313.0
1,313.0
Derivative financial assets
26.4
26.4
6.2
6.2
Total
1,994.4
752.6
2,747.0
1,319.2
301.4
1,620.6
Financial Liabilities
Deferred contingent
consideration payable
9.8
9.8
Other financial liabilities
159.4
159.4
50.1
50.1
Consolidated CLO liabilities
1,696.2
1,696.2
1,152.0
1,152.0
Derivative financial liabilities
4.2
4.2
1.6
1.6
Total
4.2
1,865.4
1,869.6
1.6
1,202.1
1,203.7
There have not been any transfers between levels in the fair value hierarchy during the year.
The following table summarises the valuation of the Company’s financial assets and liabilities by fair value hierarchy:
2024
2023
Company
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial assets
Derivative financial assets
3.9
3.9
Total
3.9
3.9
Financial Liabilities
Derivative financial liabilities
Total
174
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(b) Reconciliation of level 3 fair value measurements of financial assets
A reconciliation of level 3 fair values for financial assets which primarily represent the Group’s interest in private equity, infrastructure
and credit funds, including the Group’s investment in CLOs which are not consolidated, is set out in the table below:
Group
2024 2023
£m £m
Level 3 financial assets at fair value through profit or loss:
Opening balance
301.4
273.0
Additions from acquired subsidiaries
108.7
Other additions
379.2
36.3
Change in fair value
24.0
18.5
Foreign exchange movements recognised as profit or loss
(6.4)
(1.3)
Foreign exchange movements recognised as other comprehensive income
(7.5)
(5.1)
Disposals
(46.8)
(20.0)
Transfer (to)/from level 1 or 2
Closing balance
752.6
301.4
The underlying assets in each fund consist of portfolios of controlling or minority stakes, typically in private companies and investments
in their debt. Due to the level of unobservable inputs within the determination of the valuation of individual assets within each fund, and
no observable price for each investment, such investments are classified as level 3 financial assets under IFRS 13.
The Group holds investments with a fair value of £765.6m (2023: £301.4m) as of 31 December 2024. These consist of investments
amounting to £752.6m (2023: £301.4m) classified as Level 3, due to the use of unobservable inputs, and other investments totalling
£13.0m (2023: nil) classified as Level 2, as observable data other than quoted price are used.
A sensitivity analysis of a change in the value of investments at fair value through profit or loss is set out in note 20 (e).
(c) Reconciliation of level 3 fair value measurements of financial liabilities
Financial liabilities classified as level 3 under the fair value hierarchy consist of the deferred contingent consideration, consolidated CLO
liabilities and other financial liabilities. The valuation of these liabilities is based on unobservable market data and therefore classified as
level 3.
The valuation methodology for valuing the consolidated CLO liabilities is based upon internal discounted cash flow models with
unobservable market data inputs, such as asset coupons, constant annual default rates, prepayment rates, reinvestment rates, recovery
rates and discount rates and are therefore considered level 3 financial liabilities.
A reconciliation of level 3 fair values for CLO liabilities at fair value through profit or loss is set out in the table below.
Group
2024 2023
£m £m
Movement in CLO liabilities at fair value through profit or loss which are level 3:
Opening balance
1,152.0
597.5
Additions
616.3
582.5
Change in fair value
0.8
38.6
Foreign exchange movements recognised as profit or loss
(52.9)
(14.0)
Foreign exchange movements recognised as other comprehensive income
Disposals
(20.0)
(52.6)
Transfer (to)/from level 1 or 2
Closing balance
1,696.2
1,152.0
175
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
A reconciliation of level 3 fair values for other financial liabilities at fair value through profit or loss is set out in the table below.
Group
2024 2023
Group £m £m
Movement in other financial liabilities at fair value through profit or loss which are level 3:
Opening balance
21.6
21.4
Additions from acquired subsidiaries
0.2
Additions
124.1
1.3
Change in fair value
(0.3)
0.5
Foreign exchange movements recognised as profit or loss
(0.7)
Foreign exchange movements recognised as other comprehensive income
(2.7)
Disposals
(11.0)
(0.9)
Transfer (to)/from level 1 or 2
Closing balance
131.9
21.6
A reconciliation is not provided for CLO repurchase agreements and deferred contingent consideration payable on the basis that the
movements between 31 December 2024 and 31 December 2023 relate to remeasurement and revaluation.
A sensitivity analysis of a change in the value of CLO liabilities and other financial liabilities at fair value through profit or loss is set out
in note 20 (e).
The Company does not hold any liabilities at fair value at 31 December 2024 (2023: nil).
(d) Valuations
(i) Private equity fund investments:
Different valuation methodologies are used when valuing private equity fund investments:
Valuation Approach
Earnings
The Group primarily uses an earnings approach for private equity fund investments where a set of relevant listed
companies and precedent transactions are available.
Earnings multiples are applied to the earnings of each portfolio company to determine the enterprise value. The most
common measure of earnings is EBITDA. Earnings are adjusted for non-recurring items and run-rate adjustments to
arrive at maintainable earnings. Earnings are usually obtained from portfolio company management accounts or
forecast/budgeted earnings, as considered appropriate. When selecting earning multiples consideration is given to:
the original transaction price/entry multiple;
recent transactions in the same or similar instruments;
relevant comparable listed company multiples; and
exit expectations and other company specific factors.
The resulting enterprise value is then adjusted to take into account the capital structure of the portfolio company,
including any relevant assets or liabilities such as cash or debt. The fund’s share of the value is calculated by
calculating its holding.
176
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(ii) Credit fund investments:
Different valuation methodologies are used when valuing credit fund investments.
Valuation Approach
Amortising to Where a performing loan has been originated it is valued based upon its amortised cost. Provided that there are no
par method circumstances which indicate material underperformance or inability of the borrower to pay interest or repay the
principal, the valuation of loans that have been originated is determined by apportioning any arrangement fees, similar
fees or discount on a linear basis over the anticipated holding period (which is typically three years).
Market price
Where a loan is traded in the market, market prices can be obtained for use in pricing. Market prices can be obtained
from third-party market price aggregation services or broker quotes where there is an active market. The extent to
which a market is active will depend on the ‘depth’ of the pricing (being the number of distinct price quotations
available from different sources). Before the use of market pricing, consideration is given to anomalies or other
inaccuracies in market pricing and whether there are other factors that should be considered (for example, recent
transactions).
Earnings
Where a loan may be impaired an earnings basis is typically used to determine the enterprise value of the borrower,
following which a waterfall approach is used to determine the value of the loan. Where there are circumstances which
indicate there is risk of non-performance of the borrower, the enterprise value of the borrower will typically be
determined in accordance with an earnings methodology (as described above), following which a waterfall approach is
used to determine the value of the loan.
Discounted cash Where the Group holds an interest in the note of a CLO, a discounted cash flow analysis is used to determine the
flows valuation. Inputs used in the discounted cash flow analysis include discount rates and those used to project the expected
cash flows relating to the CLO’s underlying asset portfolio including annual loan default rates and associated recovery
rates, prepayment rates, reinvestment rates and spreads.
Other Considering the broad array of debt instruments that may be held by the funds, it may be deemed appropriate for other
approaches valuation techniques to be utilised in certain cases.
(iii) Infrastructure fund investments:
Valuation Approach
Earnings
The Group uses an earnings approach for infrastructure fund investments where a set of relevant listed companies
and relevant transactions are available.
Earnings multiples are applied to the earnings of each portfolio company to determine the enterprise value. The most
common measure of earnings is EBITDA. Earnings are adjusted for non-recurring items and run-rate adjustments
to arrive at maintainable earnings. Earnings are usually obtained from portfolio company management accounts or
forecast/budgeted earnings, as considered appropriate. When selecting earnings multiples consideration is given to:
the original transaction price/entry multiple;
recent transactions in the same or similar instruments;
relevant comparable listed company multiples or transaction multiples; and
exit expectations and other company specific factors.
The resulting enterprise value is then adjusted to take into account the capital structure of the portfolio company,
including any assets or liabilities such as cash or debt that should be included. The fund’s share of the value is
calculated by calculating its holding.
Discounted cash Inputs used in the discounted cash flow analysis include discount rates and those used to project the expected cash
flows flows relating to the infrastructure portfolio company.
177
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(iv) Consolidated CLO assets
The consolidated CLO assets are priced using market price where
a loan is traded in the market and market prices can be obtained
for use in pricing. The inputs include market price aggregation
services or broker quotes where there is an active market. The
extent to which a market is active depends upon the ‘depth’ of the
pricing (being the number of distinct price quotations available
from different sources). Before the use of market pricing,
consideration is given to identify anomalies or other inaccuracies
in market pricing and whether there are other factors that should
be considered (for example, recent transactions). As at
31 December 2024, 100% (2023: 100%) of the CLO fund assets
were priced using market prices and classified as Level 2.
(v) Consolidated CLO liabilities
Where the Group is required to consolidate the liabilities of a CLO,
a net asset approach is used where the value of the liabilities is
driven by the value of the consolidated loan asset portfolio and
any residual cash, accrued interest and expenses contained within
the vehicle. The Group have classified this financial liability as
Level 3.
(vi) Deferred contingent considerations
The Group uses discounted cash flows to determine fair value of
the deferred contingent consideration which will be paid to ECP
vendors in relation to the acquisition of ECP. Inputs used in the
calculation of the deferred consideration include estimates
outcomes of certain management fee revenue, minimum and
maximum thresholds, different performance scenarios for ECP and
probability-weightings, and a discount rate. The Group have
classified this financial liability as Level 3.
(vii) CLO repurchase agreements
The Group is party to a sale and repurchase agreement relating to
CLOs; a discounted cash flow analysis is used to determine the
valuation. Unobservable inputs used in the discounted cash flow
approach include discount rates and forecast cash flows relating to
the CLO’s underlying asset portfolio, including assumptions for
annual loan default rates and associated recovery rates,
prepayment rates, reinvestment rates and spreads. The Group have
classified this financial liability as Level 3.
(viii) Other financial liabilities
The Group has entered a limited partnership agreement with
related party and third party investors to contractually share
profits from those partnerships. The liabilities are calculated using
a percentage outlined within the agreement multiplied by the
profit from the partnerships. The valuation is derived from
underlying value of the partnerships, which is based on the
unobservable market data and therefore they are therefore
classified as Level 3.
Derivatives used for hedging, which are fair valued, are classified
as Level 2 fair values as the inputs are observable.
Further details on estimation uncertainty in the valuation of
investments is set out in note 3 (b).
178
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(e) Valuation inputs and sensitivity analysis
The number of unique investments represents the investments that the Group indirectly invests into through its investments in private
equity, infrastructure and credit funds. The table below sets out information about significant unobservable inputs used at 31 December
2024 in measuring financial instruments categorised as level 3 in the fair value hierarchy.
Effect on fair
Fair value at Fair value at Number value at
31 December 31 December of unique Valuation Significant 31 December
Description 2024 (£m) 2023 (£m) investments technique
unobservable inputs
Range
Sensitivity
2024 (£m)
Private equity
581.4
260.9
80
Market
Earnings multiple
3.4x –27.5x
+10% Earnings multiple
60.3
fund Approach
Revenue multiple
4.0x – 27.5x
–10% Earnings multiple
(61.9)
investments
Infrastructure
127.1
16
Market
Earnings multiple
4.5x –10.5x
Upside case**
87.2
fund investments Approach
Cash flow yield
8.3%
Downside case**
(90.2)
Discounted
Discount rate
8.3% –22.8%
Upside case**
7.1
Cash Flow
Downside case**
(3.6)
Credit fund
29.5
25.3
26
Market
Earnings multiple
5.0x – 26.4x
+10% Earnings multiple
0.2
investments Approach
Revenue multiple
3.0x – 11.7x
–10% Earnings multiple
(0.3)
479
Other
n/a
n/a
n/a
n/a
Group’s
14.6
15.2
8
Discounted
Discount rate
1.6% –16.0%
investments in Cash Flow
Default rate
2.0%
Upside case** 1.1
CLOs that are
Recovery rate
35.0% – 65.0%
not
Prepayment rate
20.0%
consolidated* Reinvestment 97.5% – 99.5% Downside case**
price (0.9)
Spread
3.75% – 8.0%
Total assets
752.6
301.4
Consolidated
1,696.2
1,152.0
47
Discounted
Discount rate
1.6% –16.0%
CLO liabilities* Cash Flow
Default rate
2.0%
Upside case** 102.9
Recovery rate
35.0% – 65.0%
Prepayment rate
20.0%
Reinvestment 97.5% – 99.5% Downside case**
price (59.7)
Spread
3.75% – 8.0%
CLO repurchase
27.5
28.5
11
Discounted
Discount rate
1.6% – 9.3%
+10% discount rate
0.4
agreements Cash Flow
–10% discount rate
(0.3)
Deferred
9.8
n/a
Probability
Discount rate
10.3%
contingent Weighted +1% discount rate 0.3
consideration Expected Scenario
5.0% – 70.0%
-1% discount rate
(0.3)
Return probabilities
Other financial
131.9
21.6
n/a
Other
Net asset value
n/a
+10% of NAV
13.2
liabilities (NAV)
–10% of NAV
(13.2)
Total liabilities
1,865.4
1,202.1
* The sensitivity analysis is performed on the portfolio of notes of CLO vehicles that that the Group has invested in, including £14.6m of investments in CLOs that are not consolidated
(2023: £15.2m) and £117.7m of investments in CLOs that are consolidated (2023: £81.8m). The sensitivity analysis for the investments in the notes of CLOs that are consolidated
impacts the value of the consolidated CLO liabilities (as these are eliminated from the overall balance) and are accordingly disclosed in this section of the table.
** The upside case is based on the key inputs used in the valuation model disclosed above, being favourably adjusted from their base value by a factor of 10%. The downside case adjusts
these key inputs by a factor of 10% in the opposite direction.
179
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
21 Financial risk management
In its activities, the Group is exposed to various financial risks:
price and valuation risk, market risk (including exposure to interest
rates and foreign currencies), liquidity risk and credit risk arising
from financial instruments. The Group’s senior management is
responsible for the creation and management of an overall risk
management policy in the Group.
The Group Consolidated Statement of Financial Position is made
up predominately of investments into private equity, infrastructure
and credit funds, consolidated CLO assets and liabilities, cash and
cash equivalents, lease liabilities, CLO purchases awaiting
settlement and other financial liabilities.
The assets of a private equity and infrastructure fund are
controlling or minority stakes, typically in private companies, and
debt in such companies. The assets of credit funds and the
consolidated CLO vehicles are loans to private companies. The
financial risks relating to such investments inherently vary, based
on the nature of the investments (equity or debt), and recovery
and returns from capital invested will depend upon the financial
health and prospects of each underlying investee entity. As part of
their construction, each fund is constructed as a diversified
portfolio of assets, diversified by number of assets, industries and
geographies.
Risk management policies are established to identify and analyse
the risks faced by the Group and to set appropriate risk limits and
controls. Policies are reviewed on a regular basis to reflect changes
in the market conditions and the Group’s activities. The Group,
through its training and management standards and procedures,
aims to develop a disciplined and constructive control
environment in which all employees understand their roles and
obligations.
The Company Statement of Financial Position is made up
predominantly of investments in subsidiaries, cash and cash
equivalents, and derivative financial instruments.
(a) Price and valuation risk
Price and valuation risk is the uncertainty about the difference
between the reported value and the price that could be obtained
on exit or maturity of an asset or liability. This principally relates
to investments in funds, which hold portfolios of private equity,
infrastructure and debt investments, investments held by
consolidated CLOs, and notes issued by consolidated CLOs.
This uncertainty arises due to the use of unobservable inputs in the
calculation of fair value, the performance and financial health of
portfolio companies and, ultimately – in relation to investments in
private equity – what a third party may be willing to pay for the
relevant business. There is less uncertainty for investments in debt
as the upside is capped to the maximum of the principal and
interest receipts, whereas private equity investments have greater
potential for larger changes in their valuation as the upside is not
capped.
The Group monitors the performance of each investment closely.
Portfolio monitoring is embedded and maintains focus throughout
the investment life of each company. All investments are formally
reviewed through dedicated forums. The review process involves a
rigorous assessment of a company’s financial performance,
financial health (including covenant coverage) and exit prospects.
The Group values all investments in line with the IPEV Guidelines
at least twice a year, and in most cases quarterly. Each investment
undergoes the same detailed valuation process, in accordance with
the Group’s valuation policies. Completed valuations are presented
and discussed at the relevant valuation governance forum for
approval. Valuation methodologies together with the significant
unobservable inputs applied for the Group’s financial assets and
liabilities are included in note 20 (e).
The Company has no significant exposure to price and valuation
risk.
(b) Foreign exchange risk
Foreign exchange risk is the risk of losses or other adverse effects
resulting from a change in a foreign exchange rate, or from other
unfavourable changes in relation to a foreign currency. The Group
is primarily exposed to two types of foreign exchange risk:
Transaction risk: the adverse effect that foreign exchange rate
fluctuations can have on a completed transaction prior to
settlement. It is the exchange rate, or currency, risk associated
specifically with the time delay between entering into a trade or
contract and then settling it. As the majority of the Group’s
income is denominated in euro or US dollars, this means that its
income when recognised in pounds sterling is subject to
exposure to foreign exchange rate movements over time.
Translation risk: the risk of adverse changes in the rates at
which assets, liabilities, income or costs in foreign currencies are
translated into the reporting currency. The Group holds
financial assets and liabilities denominated in currencies other
than pound sterling, the presentational currency of the Group.
Consequently, the Group is exposed to currency risk since the
value of financial assets and liabilities denominated in other
currencies will fluctuate due to change in exchange rate.
The Group undertakes hedging where foreign currency
transactions give rise to a mismatch of the cash flow of the
underlying currency. For example, the Group’s private equity and
credit businesses earn management fees predominately in euros,
but have a cost base predominately in pounds sterling, giving rise
to mismatch. The Group also undertakes hedging where balance
sheet exposures in currencies could result in significant volatility in
earnings.
The Group does not currently hedge the US dollar earnings of the
ECP business on the basis that management fee income and the
cost base are both denominated in US dollars, and there is a degree
of natural hedge from the interest payable on the Group’s USPP
borrowings which is denominated in US dollars.
180
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
A summary of the foreign exchange hedging undertaken by the Group for euro denominated management fees, euro investments
and US dollar liabilities is set out below.
The Company has no significant exposure to foreign currency risk.
Hedging of euro management fees
In order to hedge euro denominated management fee income, the Group has entered into a series of forward trades and swap agreements
to sell euro and buy pounds sterling at various dates in the future to reduce the currency exposure of euro denominated income to future
spot rate volatility. The level of hedging is determined with reference to the amount of pounds sterling denominated costs and dividends.
The level of hedging provides for almost full coverage in 2024, and reducing in 2025 and 2026, which will be increased and extended
as part of the ongoing hedging strategy over time.
The nominal value of open trades at the year end date to match certain expected future cash flows is shown in the table below, along
with the aggregate mark-to-market of the year end date.
Group
2024 2023
£ m £ m
Nominal value of forward trades and swap agreements in pound sterling
534.0
362.7
Mark-to-market value at year end
14.5
0.2
These hedges are in place to match known future cash flows, and the Group has decided to use cash flow hedge accounting as allowed
and determined under IFRS 9.
The change in value that has been recognised as ineffective in the Consolidated Statement of Profit or Loss, the amount of the effective
portion recognised within the cash flow hedge reserve and amounts released to the Consolidated Statement of Profit or Loss during the
year are shown in the table below. There was no hedge ineffectiveness.
Group
2024 2023
£ m £ m
Ineffective portion recognised as profit or loss
Effective portion recognised as other comprehensive income
14.0
8.6
Reclassified to profit or loss upon settlement of hedges
0.3
1.3
Hedge ineffectiveness could occur if the amount of hedging is more than the amount of the euro denominated income and timing
differences between receipt of the income and settlement of the hedge.
Hedging of euro investments
In order to remove the risk of volatility in the Group’s earnings on the translation of investments in funds and carried interest
denominated in euros at each year end, the Group has entered into a series of forward trades and swap agreements to sell euro and buy
pound sterling at various dates in the future that match the expected date of receipts from the underlying funds.
These hedges are in place to match expected future cash flows, and the Group has decided to use hedge accounting as allowed and
determined under IFRS 9. The hedge ratio is tracked by comparing the nominal value of outstanding trades to the Group’s total exposure
to fund investments and loans denominated in a foreign currency.
The Group’s exposure to euro investments at each year end is summarised below, along with a sensitivity of the impact of a 5% change
in the foreign exchange rate. This analysis excludes the consolidated CLO assets, which are attributable to third-party investors.
Group
2024
2023
Euro denominated investments (€m)
662.7
400.7
Investment hedges (€m)
(260.8)
(83.3)
EUR denominated investments, net (€m)
401.9
317.4
+/- 5% sensitivity (£m) impact on profit and net assets
16.6
13.7
181
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
The nominal value of open trades at the year end date is shown in the table below, along with the aggregate mark-to-market.
Group
2024 2023
£ m £ m
Nominal value of forward trades and swap agreements in pound sterling
282.8
74.7
Mark-to-market value at year end
5.4
0.6
The profit or loss on the revaluation of the hedging instrument is recognised together with the investment returns in the Consolidated
Statement of Profit or Loss.
A change to foreign exchange rates will impact the fair value of derivative contracts, however an opposing movement will be seen
in the hedged item.
Hedging of US dollar liability
As a consequence of USPP borrowings and related inter-group lending arrangements, which are denominated in US dollars, the Group
has a risk of volatility in the consolidated profit and loss account from revaluing the liability into pounds sterling and a transaction risk in
relation to the ultimate repayment of the liability in US dollars should the Group not generate sufficient US dollar cash flows when the
repayments are due.
The Group has therefore entered into a series of forward trades and swap agreements to sell pounds sterling and buy US dollars to match
the net exposure to US dollars.
The Group has decided to use hedge accounting as allowed and determined under IFRS 9. The hedge ratio is tracked by comparing the
nominal value of outstanding trades to the Group’s total exposure to loans denominated in US dollars.
The Group’s exposure to US dollar liabilities at each year end is summarised below, along with a sensitivity of the impact of a 5% change
in the foreign exchange rate.
Group
2024
2023
US dollar borrowing ($m)
(281.1)
Investment hedges ($m)
195.5
Un-hedged US dollar liabilities, net ($m)
(85.6)
+/- 5% sensitivity (£m) impact on profit and net assets
(3.4)
The nominal value of open trades at the year end date is shown in the table below, along with the aggregate mark-to-market.
Group
2024 2023
£ m £ m
Nominal value of forward trades and swap agreements in pounds sterling
195.5
Mark-to-market value at year end
2.3
The profit or loss on the revaluation of the hedging instrument is recognised together with the investment returns in the Consolidated
Statement of Profit or Loss.
A change to foreign exchange rates will impact the fair value of derivative contracts, however an opposing movement will be seen in the
hedged item.
(c) Interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market interest rates. The USPP is at a fixed
rate of interest. The amounts drawn under the Group’s revolving credit agreements, however, bear interest at a floating rate that could
rise and increase the Group’s interest cost and debt, if drawn.
182
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
If interest rates were to change by 1%, the Group’s finance expense applied on the borrowings at year end would have increased or
(decreased) by the amounts set out in the table below.
Group
2024 2023
£ m £ m
(+/-) (+/-)
Increase or decrease of 1%
5.0
The Company has no other significant exposure to interest rate risk.
(d) Credit risk
Credit risk is the risk that a counterparty is unable to meet their
contractual obligations in full when due. Potential areas of credit
risk consist of cash and cash equivalents, term deposits, including
deposits with banks and financial institutions, short-term
receivables, lease receivables, investments in the CLOs and
derivative financial instruments. The Company and the Group
have not experienced any significant defaults in prior periods.
Group exposure
The Group’s exposure to credit risk is influenced mainly by the
individual characteristics of each counterparty. Expected credit
losses are calculated on all of the Group’s financial assets that are
measured at amortised cost. Factors considered in determining
whether a default has taken place include how many days past the
due date a payment is, deterioration in the credit quality of a
counterparty, and knowledge of specific events that could
influence a counterparty’s ability to pay.
Expected credit losses are not expected to be material and there
are no financial assets that are materially impaired.
Cash and cash equivalents
The Group limits its exposure in relation to cash and cash
equivalents by only dealing with well-established financial
institutions of high-quality credit standing. At each period end, the
Group’s cash and cash equivalents were held with banks that were
investment grade credit quality (BBB or higher).
Investments in CLOs
The Group is required to hold a 5% interest in such vehicles after
they are launched under risk retention rules. Each CLO portfolio
typically invests in 70-100 individual loans issued by private
equity borrowers. The portfolios are highly diversified by
geography, industry and sponsor. The Group’s maximum exposure
to loss associated with its interest in the CLOs is limited to the
carrying amounts of the notes held by the Group, which at
31 December 2024 was £99.5m (2023: £96.3m), excluding the
exposure of the non-controlling interest investor.
At 31 December 2024, the Group fully consolidated CLOs 1, 3, 4,
5, 6, 7 and 8 (2023: CLO 1, 3, 4, 5 and 6). The Group’s interests
in CLOs 1, 3, 4 and 5 comprise interests in subordinated notes
which incur the first loss if there is any default within the portfolio
of assets by an individual borrower. Whilst the Group has entered
into sale and repurchase agreements for CLO 2 and CLO 3, it
remains contractually exposed to the performance of the CLO,
however as the interest is held vertically across all notes of the
CLO, the holdings are more diversified than the Group’s interest in
CLOs 1, 4, 5, 6 and 7. Under the sale and repurchase agreements,
the Group is subject to credit risk with the counterparty of £27.7m
(2023: £29.0m), however it is holding cash collateral of £27.7m
(2023: £29.0m), reducing the risk.
Investments in private equity, credit and infrastructure funds
The Group’s investments in private equity, credit and
infrastructure funds indirectly expose it to credit risk via loans to
investee entities. The maximum exposure to loss associated with
funds is limited to the carrying value at 31 December 2024 which
was £634.3m (2023: £286.4m), excluding the investments of
third party investors.
Trade and other receivables (including lease receivables)
Trade and other receivables are primarily amounts due from funds
or amounts due from portfolio companies. The funds are managed
by the Group on behalf of investors, who have made commitments
to the funds. Therefore, trade and other receivables from the funds
are collateralised against unfunded investor commitments. These
commitments can be drawn at any time. The Group therefore
considers the probability of default to be remote. As such, the
Directors consider the Group’s credit exposure to trade and other
receivables to be low.
As a lessor the Group has exposure to payments by lessees. The
Group considers there to be a low risk of default due to the credit
quality of the counterparties.
Carried interest receivable
The Group’s carried interest receivable represents income
expected from relevant CIPs or GPs. The Group considers there to
be a remote risk of default on these receivables on the basis that
these amounts are due from the funds for reasons set out above
(e.g. investor commitments).
Company exposure
Potential areas of credit risk for the Company consist of cash and
cash equivalents, including deposits with banks and financial
institutions, derivative instruments, term deposits and short-term
receivables. The maximum exposure to credit risk at the year end
of these financial assets is their carrying value. The Company seeks
to reduce the credit risk relating to cash balances by only dealing
with well-established financial institutions of high quality standing.
183
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
(e) Liquidity risk
Liquidity risk is the risk that the Group or Company will
encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another
financial asset. The Group’s approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The liquidity outlook is monitored at least monthly by management
and regularly reviewed by the Board.
The timing of the Group’s management fee receipts and operating
expenditure are predictable. The timing, amount and profits from
the Group’s investments, in and from the funds, are inherently less
predictable, however a reasonable period of notice is given to all
investors, including the Group, ahead of drawing of funds.
The Group’s policy is to maintain sufficient amounts of cash and
cash equivalents to meet its commitments at a given date,
including for acquisitions and for refinancing maturing debt.
During 2024, the Group completed the issuance of $430.0m of
new private placement debt which was used to refinance certain
ECP debt following the ECP transaction and to provide additional
resources to deliver the Group’s strategic growth plans. The Group
also has access to a £250.0m undrawn revolving credit facility
which it uses to manage liquidity.
Due to the long-term nature of the Group’s assets, the Group seeks
to ensure that the maturity of its debt instruments are matched to
free cash generated from the business.
The Group’s financing arrangements and borrowings are subject to
financial covenants. Further detail is included in note 18 (c).
The Company has sufficient cash reserves to assist in managing
liquidity. The risk is not considered to be material as the majority
of the balances are held with Group companies.
The tables below summarise the Group and Company’s financial
liabilities by the time frame they are contractually due to be
settled, undiscounted and including interest payable. This also
excludes liabilities which are not financial liabilities (for example,
deferred income)
Group
Due within Due between Due within Due more than
1 year 1 and 2 years 2 and 5 years 5 years Total
As at 31 December 2024 £ m £ m £ m £ m £ m
Other financial liabilities
21.3
138.1
159.4
Derivative financial liabilities
3.6
0.2
0.4
4.2
Trade and other payables
97.0
10.8
107.8
Borrowings (excluding capitalised facility costs)
230.8
259.5
490.3
Lease liabilities
17.0
16.7
43.1
24.5
101.3
Consolidated CLO liabilities
120.8
309.1
1,062.6
612.6
2,105.1
Consolidated CLO purchases awaiting settlement
212.7
212.7
451.1
358.1
1,336.9
1,034.7
3,180.8
Group
Due within Due between Due within Due more than
1 year 1 and 2 years 2 and 5 years 5 years Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Other financial liabilities
21.6
29.0
50.6
Derivative financial liabilities
1.2
0.4
1.6
Trade and other payables
47.6
47.6
Lease liabilities
15.0
14.1
38.7
25.7
93.5
Consolidated CLO liabilities
96.4
63.6
1,271.5
1,431.5
Consolidated CLO purchases awaiting settlement
176.8
176.8
337.0
99.7
1,310.2
54.7
1,801.6
Company
Due within Due between Due within Due more than
1 year 1 and 2 years 2 and 5 years 5 years Total
As at 31 December 2024 £ m £ m £ m £ m £ m
Trade and other payables
8.5
8.5
8.5
8.5
184
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company
Due within Due between Due within Due more than
1 year 1 and 2 years 2 and 5 years 5 years Total
As at 31 December 2023 £ m £ m £ m £ m £ m
Trade and other payables
131.7
131.7
22 Capital management
The primary objective of the Group’s capital management is to ensure that the Company and its subsidiaries have sufficient capital both
now and in the future, having considered risks in the business and mitigants to those risks, while managing returns to the Group’s
shareholders. The Group also manages its capital position to ensure compliance with capital requirements imposed by the Financial
Conduct Authority (“FCA”) and other regulatory authorities on individual regulated entities.
The Investment Firms Prudential Regime (“IFPR”) applies to Markets in Financial Instruments Directive (“MiFID”) investment firms,
collective portfolio management investment firms and regulated and unregulated holding companies of groups that contain one or more
of the aforementioned firms. The Group and certain regulated subsidiaries report to the FCA on own funds and liquid assets. The capital
structure comprises cash and cash equivalents, borrowings and the capital and reserves of the Company. Capital and reserves comprise
share capital, share premium, capital contributions, other reserves and retained earnings. These as set out below.
During the year the Group and the Company were fully compliant with regulatory capital requirements.
Group
2024 2023
£ m £ m
Cash and cash equivalents (for use within the Group)
90.8
238.8
Total cash and cash equivalents
90.8
238.8
Share capital
0.1
0.1
Share premium
375.1
289.8
Capital redemption reserve
0.0
0.0
Share-based payment reserve
19.8
3.0
Cash flow hedge reserve
14.7
0.9
Foreign exchange option time value reserve
0.1
Net exchange differences reserve
16.6
8.6
Retained earnings
557.1
418.7
Equity attributable to owners of the Company
983.4
721.2
Non-controlling interests
207.8
Total equity
1,191.2
721.2
23 Deferred tax
Group
2024 2023
£ m £ m
Deferred tax assets
76.5
74.6
Deferred tax liabilities
(121.2)
(108.5)
Net deferred tax liability
(44.7)
(33.9)
Other timing Management Losses carried
Deferred tax assets differences fee hedges
forward
Total
As at 31 December 2023
24.6
50.0
74.6
(Charge) to other comprehensive income
Credit/(charge) to the Consolidated Statement of Profit or Loss
(1.2)
3.1
1.9
As at 31 December 2024
23.4
53.1
76.5
185
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Management
Other timing Management fee income and Capital
Deferred tax liabilities differences fee hedges investments
allowance
Total
As at 31 December 2023
(14.3)
(0.2)
(91.0)
(3.0)
(108.5)
(Charge) to other comprehensive income
(3.3)
(3.3)
Credit/(charge) to the Consolidated Statement of Profit or Loss
(4.5)
(6.5)
1.6
(9.4)
As at 31 December 2024
(18.8)
(3.5)
(97.5)
(1.4)
(121.2)
Deferred tax liabilities primarily represent a future tax on the Group’s management fee income and a timing difference arising on the
remeasurement of the fair value of investments. They unwind as management fees become taxable and investments are realised.
Deferred tax assets primarily relate to tax losses carried forward, to the extent that they can be utilised under relevant tax legislation.
Other timing differences primarily relate to a deferred tax asset on lease liabilities of £20.8m (2023: £20.4m) and a deferred tax liability
on right-of-use assets amounting to £16.6m (2022: £11.5m). These will unwind over the period of the lease.
The Company has no deferred tax assets or liabilities (2023: nil).
The deferred tax has been measured using the applicable tax rate expected at the point at which the income or cost will become taxable.
24 Equity
(a) Share capital and premium
Allotted, called up and fully paid shares
Company
2024
2023
No.
£
No.
£
Ordinary of £0.00005 each
823,930,986
41,197
794,637,730
39,732
Deferred of £81 each
500
40,500
500
40,500
Deferred of £1 each
1
1
1
1
Deferred of £0.01 each
1
0.01
1
0.01
Total
823,931,488
81,698
794,638,232
80,233
Share capital represents the number of ordinary shares issued in the capital of the Company multiplied by their nominal value of
£0.00005 each. Share premium substantially represents the aggregate of all amounts that have ever been paid above nominal value
to the Company when it has issued ordinary shares.
The holders of the ordinary shares have the right to receive notice of and to attend and vote at any general meeting of the Company.
The shares have one vote per share on a resolution.
Each ordinary share is eligible for ordinary course dividends and distributions on a liquidation, and is generally entitled to participate
in a return of capital, in each case subject to the provisions set out in the Articles of the Company.
Deferred shares have no rights other than the right to receive their nominal value in a liquidation after all other shares have received
£1.0m per share.
(b) Own shares
Own shares are recorded by the Group when ordinary shares are acquired by the Company and they are deducted from shareholders’
equity. The Company held 171,096 ordinary shares and 501 deferred shares (2023: 171,096 ordinary shares; 501 deferred shares)
within retained earnings as at 31 December 2024 at a cost of nil (2023: nil).
186
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(c) Other reserves
The following table provides a breakdown of the reserves that are included in the Group and the Company’s other reserves.
Group
Company
2024 2023 2024 2023
£ m £ m £ m £ m
Cash flow hedge reserve
14.7
0.9
Foreign exchange option time value reserve
0.1
0.1
Net exchange differences reserve
16.6
8.6
Share-based payment reserve
19.8
3.0
25.3
2.9
Merger reserve
571.4
571.4
Capital redemption reserve
0.0
0.0
Total
51.1
12.6
596.7
574.4
(i) Cash flow hedge reserve
Hedge reserves consist of the cash flow hedge reserve and the costs of hedging reserve reflecting items such as the change in fair value
related to forward points basis adjustment. The cash flow hedge reserve is used to recognise the effective portion of gains or losses on
foreign exchange forward contracts that are designated and qualify as cash flow hedges, as described in note 21 (b).
(ii) Net exchange differences reserve
Other comprehensive income reported in the net exchange differences reserve comprises the net foreign exchange gains and losses
on the translation of foreign operations.
(iii) Share-based payment reserve
The share-based payment reserve relates to the accumulated expense from the recognition of equity-settled share-based payments to employees.
During the year, a £16.2m transfer was made between share-based payment reserve and retained earnings which related to the full
vesting of the LTIP awards and RSUs.
(iv) Merger reserve
The merger reserve relates to the fair value of shares issued by the Company as part of the restructuring ahead of the Company’s IPO
in 2021 at fair value.
(v) Capital redemption reserve
On 2 October 2023, the Company announced a buyback programme of up to £50.0m that commenced on 12 October 2023. This was
on top of a programme of £50.0m which concluded on 11 October 2023, and bought back 23.6m ordinary shares for a consideration of
£50.0m. As at 31 December 2024, a total of 3.8m ordinary shares within the second buyback programme have been bought back and
cancelled for £0.1m.
During the financial year, the Group had a total cash outflow of £9.8m (2023: £60.2m) relating to share buybacks.
(d) Non-controlling interests
Non-controlling interests arise when the Group does not own all of a subsidiary, but the Group retains control. Financial information
for subsidiary entity or group that have material non-controlling interests is provided below:
Proportion of economic interest Profit/(loss) allocated to Carrying value of
held by non-controlling interests non-controlling interests non-controlling interests
2024 2023 2024 2023 2024 2023
At 31 December % % £m £m £m £m
Bridgepoint OP LP
15.0%
4.0
175.0
Bridgepoint European CLO Management I SCSp
31.8%
0.3
32.8
4.3
207.8
187
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(i) ECP transaction
As described in note 4, the Group completed the acquisition of ECP in 2024. In accordance with the purchase and sale agreement, the
ECP vendors received partnership units which are economically equivalent to the Company’s ordinary shares and may be ultimately
exchanged for the shares on a one-for-one basis. On the acquisition date, the total number of partnership units owned by the ECP
vendors (other than the Group and its affiliates) represented £200.2m or 18.0% of the total shareholdings in Bridgepoint OP LP and it
subsequently decreased to 15.0% at 31 December 2024 due to the conversion of a number of the units into the Company shares.
The non-controlling interest on the acquisition date was measured at its proportionate share of the acquiree’s net identifiable assets
under IFRS 3 and goodwill is valued at fair value on closing.
2024
Summarised financial information attributable to non-controlling interests (ECP transaction)
Profit for the year attributable to non-controlling interests
4.3
Total comprehensive income for the year attributable to non-controlling interests
7.4
Dividend equivalents paid to non-controlling interests in the year
6.8
(ii) Disposal of interest in BCLO Credit Investments I S.à r.l.
In November 2024 a subsidiary of the Company, Bridgepoint Credit Holdings Limited (“BCHL”), entered into a subscription agreement
with Bridgepoint European CLO Management I SCSp (the “Partnership”) to subscribe for a limited partnership interest in the
Partnership. The limited partnership interest was issued in consideration for the contribution and transfer of BCHL’s: (i) shares to the
Partnership; and (ii) the asset-linked notes to the Partnership. At the same time, an external investor also made a commitment to the
Partnership, representing a limited partnership interest of £32.5m or 31.8% with the residual 68.2% owned by the Group.
The transaction is viewed as a partial disposal of a fully owned subsidiary without losing control under IFRS 10. The transfer of the
external investor’s own commitments and BCHL’s asset-linked notes and share capital into the Partnership resulted in the non-
controlling interest in the Partnership of 31.8%.
2024
Summarised financial information attributable to non-controlling interests (Partnership restructure)
Profit for the year attributable to non-controlling interests
0.3
Total comprehensive income for the year attributable to non-controlling interests
Dividends paid to non-controlling interests in the year
25 Dividends and dividend equivalents
The Company paid a final dividend of 4.4 pence per share, which equated to £35.0m, in May 2024 in respect of the second half of 2023.
An interim dividend of 4.6 pence per share, which equated to £38.4m, was paid to shareholders in September 2024 in respect of the
first half of 2024. In addition, £6.8m of dividend equivalents were paid to non-controlling interest holders in September 2024 in respect
of the first half of 2024.
The Directors have proposed a final dividend of 4.6 pence per share, to be paid in May 2025 to shareholders on the register
as at 25 April 2025. This equates to £38.6 million, based on the number of shares in issue at 31 December 2024, subject
to the share buyback programme, plus dividends equivalents paid to non-controlling interests estimated to be £6.7m.
2024
2023
Ordinary dividends and dividend equivalents
£ m
Pence per share
£ m
Pence per share
Proposed final dividends and dividend equivalents
45.3
4.6
34.9
4.4
Interim dividends and dividend equivalents
45.2
4.6
35.3
4.4
Notes to the consolidated and Company
financialstatements
continued
188
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
26 Cash flow information
(a) Cash generated from operations
Group
Company
2024 2023 2024 2023
£ m £ m £ m £ m
Profit/(loss) before tax
80.7
86.0
327.6
(34.6)
Adjustments for:
Dividend income
(325.7)
Share-based payments (exceptional)
32.4
3.3
Share-based payments (non-exceptional)
6.2
4.2
Loss on disposal of right-of-use asset
1.2
Depreciation and amortisation expense
36.2
17.5
Net other finance and other income or expenses
17.0
(10.0)
(4.3)
(2.7)
Carried interest
(59.1)
(30.0)
Fair value remeasurement of investments
(38.8)
(25.3)
Net foreign exchange losses/(gains)
12.3
2.4
3.0
3.4
(Increase)/decrease in trade and other receivables
(6.9)
(5.6)
(5.8)
117.3
Increase/(decrease) in trade and other payables
(67.7)
56.0
(71.7)
23.8
Cash generated from operations
12.3
99.7
(76.9)
107.2
(b) Cash outflows from leases
Group
2024 2023
£ m £ m
Financing
18.5
10.1
Operating
0.2
0.3
Cash outflows from leases
18.7
10.4
The Company has no leases (2023: nil).
(c) Reconciliation of liabilities arising from financing activities
Group
Foreign
1 January Net additions/ Fair value exchange 31 December
2024 Cash flows (disposals) movements movements 2024
£ m £ m £ m £ m £ m £ m
Borrowings
293.3
172.6
19.4
485.3
Fair value of consolidated CLO liabilities
1,152.0
607.7
(11.4)
0.8
(52.9)
1,696.2
Lease liabilities
81.6
(18.5)
24.8
87.9
Total
1,233.6
882.5
186.0
0.8
(33.5)
2,269.4
Group
Foreign
1 January Net additions/ Fair value exchange 31 December
2023 Cash flows (disposals) movements movements 2023
£ m £ m £ m £ m £ m £ m
Borrowings
Fair value of consolidated CLO liabilities
597.5
529.9
38.6
(14.0)
1,152.0
Lease liabilities
83.2
(10.1)
8.5
81.6
Total
680.7
(10.1)
538.4
38.6
(14.0)
1,233.6
The Company has no borrowings or lease liabilities (2023: nil).
189
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
27 Related party transactions
a) Key management compensation
The Executive Directors are considered to represent the key management of the Group. The compensation paid or payable to the key
management is set out in the table below.
Group
2024 2023
£ m £ m
Salary, bonus and other benefits
4.7
1.9
Total
4.7
1.9
Further information on the remuneration of the Directors can be found in the Remuneration Report on page 92.
(b) Directors’ emoluments
The Directors of the Company were remunerated by the Group as set out below, including amounts payable after they ceased to be
Directors but continued to be employed by the Group. The aggregate value of remuneration expenses in relation to pensions and share
based payments is less than £0.5m.
Group
2024 2023
£ m £ m
Salary, bonus and other benefits
5.3
2.4
Total
5.3
2.4
(c) Transactions with Directors
During 2024, a Director of the Company was granted a conditional share award of 326,672 shares at a value of £2.60 per share,
with total value £850,000, vesting on 1 April 2026.
In 2023, another Director was granted a conditional share award of 114,953 shares at a value of £2.17 per share, with total value
£250,000, vesting on 31 March 2026.
(d) Carried interest
Fund investors expect certain members of the Group’s senior executive management to invest in carried interest and co-investment
in the Group’s third-party funds to demonstrate alignment of interest, and as such the Executive Directors of the Company have made
significant personal commitments from their own resources to some of these third-party funds. The funds and relevant CIPs or GPs
(which are entitled to the carry) are not consolidated by the Group but are related parties. The returns (in the form of investment income
and capital appreciation) are fully dependent on the performance of the relevant fund and its underlying investments.
The Executive Directors of the Company at 31 December 2024 have committed amounts from their personal resources across multiple
funds totalling £7.2m (the Executive Directors at 31 December 2023: £21.4m).
(e) Transactions with funds
The funds are related parties of the Group. Amounts received as fees, from and reimbursement of expenses paid on behalf of, the funds
during the year are shown in the table below, along with the amounts receivable at year end.
Group
2024 2023
£ m £ m
Amounts received from funds
311.0
298.2
Amounts paid on behalf of the funds
31.8
28.4
Amounts receivable from funds
20.3
41.2
28 Parent and ultimate controlling party
The Company is owned by a number of natural persons and corporate entities, none of whom own more than 20% of the issued share
capital of the Company. Accordingly, there is no parent entity nor ultimate controlling party.
190
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
29 Subsidiaries and interests in other entities
The Group consists of the Company and entities controlled by the Company. This note sets out those subsidiary entities owned by the
Company and that are consolidated, those which are not, and those structured entities which are consolidated in the financial statements.
Company
2024 2023
£ m £ m
Balance as at 1 January
1,026.9
1,023.0
Increase in investment in subsidiary and other Group affiliates
348.1
3.9
At 31 December
1,375.0
1,026.9
(a) List of subsidiaries
The table below shows details of subsidiaries owned directly or indirectly by the Company as at 31 December 2024 and its ownership
interest in each entity. The registered office of each subsidiary is referenced to a table below the list of subsidiaries. All subsidiaries
operate in the countries where they are registered or incorporated and are stated in the accounts at cost less, where appropriate, provision
for impairment.
Company’s
proportion of
Country of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
101
Investments (GP) Limited
1
UK
General Partner
Ordinary shares
85.0%
Atlantic GP 1 Limited
1
UK
General Partner
Ordinary shares
85.0%
Atlantic GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
Atlantic GP LLP
1
UK
General Partner
N/A
BBTPS GP Limited
1
UK
General Partner
Ordinary shares
85.0%
BBTPS FP GP Limited
2
UK
General Partner
Ordinary shares
85.0%
BBTPS Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
BC II FP Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BC II FP SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
BC GP 1 Limited
1
UK
General Partner
Ordinary shares
85.0%
BC GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BC II GP LLP
2
UK
General Partner
N/A
BC II GP LP
2
UK
General Partner
N/A
BC II MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BC MLP UK Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BC SMA Carry GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
BC SMA II Carry GP LLP
2
UK
General Partner
N/A
BC SMA II FP Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BCLO Credit Investments I S.à r.l.
3
Luxembourg
CLO management company
Ordinary shares
85.0%
BCO II Carry GP LLP
2
UK
General Partner
N/A
BCO III Carry GP LLP
2
UK
General Partner
N/A
BCO IV Carry GP LLP
2
UK
General Partner
N/A
BCO IV LORAC Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BCO V Carry GP LLP
1
UK
General Partner
N/A
BDC GP LP
2
UK
General Partner
N/A
BDC II (SGP) Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC II FP GP Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC II GP LP
2
UK
General Partner
N/A
BDC II Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BDC II Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
BDC III GP 1 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC III GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC III GP LLP
1
UK
General Partner
N/A
BDC III Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BDC III Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
BDC III SFP GP Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC IV Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
191
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Company’s
proportion of
Country of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
BDC IV Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BDC GP 1 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC IV GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC IV MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BDC IV Finance 1 Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BDC IV Finance GP LLP
1
UK
General Partner
N/A
BDC IV GP LLP
2
UK
General Partner
N/A
BDC IV GP LP
2
UK
General Partner
N/A
BDC IV SFP GP Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC V GP LLP
1
UK
General Partner
N/A
BDC V MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BDC V GP SCSp
3
Luxembourg
General Partner
N/A
BDC V GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC V SLP GP Limited
1
UK
General Partner
Ordinary shares
85.0%
BDC Special 1 Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC Special 2 Limited
2
UK
General Partner
Ordinary shares
85.0%
BDC Special GP LLP
2
UK
General Partner
N/A
BDCP II (Nominees) Limited
1
UK
Nominee company
Ordinary shares
85.0%
BDCP II GP 1 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDCP II GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BDCP II GP LLP
2
UK
General Partner
N/A
BDCP II GP LP
2
UK
General Partner
N/A
BDCP II Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BDCP II MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BDCP II SFP GP Limited
2
UK
General Partner
Ordinary shares
85.0%
BDL I Carry GP LLP
2
UK
General Partner
N/A
BDL II Carry GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
BDL III Carry GP LLP
2
UK
General Partner
N/A
BDL III LORAC Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BEP IV (Nominees) Limited
1
UK
Nominee company
Ordinary shares
85.0%
BDL IV Carry GP LLP
2
UK
General Partner
N/A
BEP IV FP Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BEP IV FP SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
BEP IV GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BEP IV GP LLP
2
UK
General Partner
N/A
BEP IV GP LP
2
UK
General Partner
N/A
BEP IV MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BEV Germany GP Co Limited
4
Guernsey
General Partner
Ordinary shares
85.0%
BEV FP Limited
1
UK
Limited Partner
Ordinary shares
85.0%
BEV GP LLP
1
UK
General Partner
N/A
BEV FP SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
BEV GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BEV GPC Limited
1
UK
General Partner
Ordinary shares
85.0%
BEV MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BEV Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
BEV Nominees II Limited
1
UK
Nominee company
Ordinary shares
85.0%
BE VI FP Limited
1
UK
Dormant entity
Ordinary shares
85.0%
BE VI FP SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
BE VI GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
BE VI GP LLP
2
UK
General Partner
N/A
BE VI GP LP
2
UK
General Partner
N/A
BE VI MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
BE VI Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
192
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company’s
proportion
Country of of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
BE VI Nominees II Limited
1
UK
Nominee company
Ordinary shares
85.0%
BE VI Bridge 1 Nominee Limited
1
UK
Nominee company
Ordinary shares
85.0%
BE VI Bridge 2 Nominee Limited
1
UK
Nominee company
Ordinary shares
85.0%
BE VI Bridge 3 Nominee Limited
1
UK
Nominee company
Ordinary shares
85.0%
BE VII GP SCSp
3
Luxembourg
General Partner
N/A
BE VII Co-Investment (Feeder) Partnership LP
2
UK
Limited Partner
N/A
BG II GP LLP
1
UK
General Partner
N/A
BG II Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Advisers Singapore Pte. Ltd
16
Singapore
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint AB
5
Sweden
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Advantage Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Advantage MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
Bridgepoint Advantage FP Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Advantage FP SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Advantage GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Advantage GP LLP
2
UK
General Partner
N/A
Bridgepoint Advantage GP LP
2
UK
General Partner
N/A
Bridgepoint Advantage Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Advisers Europe Limited
1
UK
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Advisers Group Limited
1
UK
Investment holding company
Ordinary shares
85.0%
Bridgepoint Advisers Holdings
1
UK
Investment holding company
Ordinary shares
85.0%
Bridgepoint Advisers II Limited
1
UK
Private equity management company
Ordinary shares
85.0%
Bridgepoint Advisers Limited
1
UK
Private equity management company
Ordinary shares
85.0%
Bridgepoint Advisers UK Limited
1
UK
Private equity management company
Ordinary shares
85.0%
Bridgepoint AIV Holdings Corp.
14
United States
Dormant entity
Ordinary shares
85.0%
Bridgepoint Capital (Doolittle) Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Capital (Nominees) Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Capital Directorships Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Capital General Partner LP
2
UK
General Partner
N/A
Bridgepoint Capital Group Limited Employee Benefit Trust
1
UK
Employee Benefit Trust
N/A
Bridgepoint Capital Scottish GP Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Capital Partners Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Credit AD GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Advisers UK Limited
1
UK
Credit fund advisory company
Ordinary shares
85.0%
Bridgepoint Credit BOCPIF GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Carry LP
2
UK
Investment holding company
N/A
Bridgepoint Credit Carry GP LLP
2
UK
General Partner
N/A
Bridgepoint Credit CLO GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Co-Invest GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Co-investment (French) GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Empire GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit France SAS
12
France
Credit fund management company
Ordinary shares
85.0%
Bridgepoint Credit GP Verwaltungs GmbH
13
Germany
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Holdings Limited
1
UK
Investment holding company
Ordinary shares
85.0%
Bridgepoint Credit Limited
1
UK
Credit fund management company
Ordinary shares
85.0%
Bridgepoint Credit Management Limited
1
UK
Credit fund management company
Ordinary shares
85.0%
Bridgepoint Credit MSPD GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit MPD GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Credit Opportunities II GP Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Opportunities II GP LP
2
UK
General Partner
N/A
Bridgepoint Credit Opportunities II GP GmbH & Co. KG
13
Germany
General Partner
N/A
193
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Company’s
proportion
Country of of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
Bridgepoint Credit Opportunities III GP LP
2
UK
General Partner
N/A
Bridgepoint Credit Opportunities III GP Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Opportunities IV GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Opportunities V GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Opportunities SICAV GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Partners Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Credit PPF GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit PS GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Credit Services S.à r.l.
3
Luxembourg
Credit fund advisory company
Ordinary shares
85.0%
Bridgepoint Debt Funding Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Debt Management Limited
1
UK
Financing entity
Ordinary shares
85.0%
Bridgepoint Debt Managers Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Development Capital Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Development Capital V GP S.a r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Development Capital V Limited
1
UK
Limited Partner
Ordinary shares
85.0%
Bridgepoint Direct Lending II GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Direct Lending III GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Direct Lending IV GP S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Europe (SGP) Ltd
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Europe III FP (GP) Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Europe III (GP) Limited
1
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Europe III GP LP
2
UK
General Partner
N/A
Bridgepoint Europe IV (Nominees) 1 Limited
1
UK
Nominee entity
Ordinary shares
85.0%
Bridgepoint Europe IV (Nominees) Limited
1
UK
Nominee entity
Ordinary shares
85.0%
Bridgepoint Europe IV FP (GP) Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Europe IV General Partner L.P.
2
UK
General Partner
N/A
Bridgepoint Europe IV General Partner ‘F’ L.P.
2
UK
General Partner
N/A
Bridgepoint Europe Limited
1
UK
Limited Partner
Ordinary shares
85.0%
Bridgepoint Europe Managerial LLP
1
UK
Limited Partner
N/A
Bridgepoint Europe V Finance 1 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Europe V Finance GP LLP
1
UK
Limited Partner
N/A
Bridgepoint Europe VI Bridge GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VI Bridge 2 GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VI Bridge 3 GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VI Bridge Holding GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VI Finance 1 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Europe VI Finance GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VII (GP) S.à r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Europe VII FP Limited
1
UK
Limited Partner
Ordinary shares
85.0%
Bridgepoint Europe VII FP SGP Limited
2
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Europe VII GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
Bridgepoint Europe VII GP LLP
1
UK
General Partner
N/A
Bridgepoint Europe VII Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Europe VII MLP Limited
1
UK
Managing Limited Partner
Ordinary shares
85.0%
Bridgepoint European CLO Management I SCSp
3
Luxembourg
Limited Partner
N/A
Bridgepoint Finance Limited
1
UK
Financing entity
Ordinary shares
85.0%
Bridgepoint Fund Management S.à r.l.
3
Luxembourg
Private equity management company
Ordinary Shares
85.0%
Bridgepoint GmbH
6
Germany
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint GP2 LLP
2
UK
General Partner
N/A
Bridgepoint Growth I GP LLP
1
UK
General Partner
N/A
BDC V Nominees Limited
1
UK
Nominee entity
Ordinary shares
85.0%
Bridgepoint Growth Limited
1
UK
Dormant entity
Ordinary shares
85.0%
194
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Company’s
proportion
Country of of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
Bridgepoint Group Holdings Limited
1
UK
Holding company
Ordinary shares
85.0%
Bridgepoint Growth Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Bridgepoint Holdco 1 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Holdings Group Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Holdings Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Infrastructure Advisers Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Infrastructure Development Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Infrastructure Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Infrastructure GP Limited
1
UK
General Partner
Ordinary shares
85.0%
Bridgepoint International Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Investment Consultants (Shanghai) Co Ltd
8
China
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Loan Fund GP S.à.r.l.
3
Luxembourg
General Partner
Ordinary shares
85.0%
Bridgepoint Netherlands B.V.
9
Netherlands
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint OP GP Limited
1
UK
General Partner
Ordinary shares
100%
Bridgepoint OP LP
1
UK
Investment holding partnership
N/A
Bridgepoint Partners Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint PC SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
Bridgepoint SAS
7
France
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Services France SAS
12
France
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Private Equity Group Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Private Equity Growth Fund Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Private Equity Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Property Advisers Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Property Development Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Real Estate Advisers Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Real Estate Development Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Real Estate Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint Real Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint SA
10
Spain
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Services S.à.r.l.
3
Luxembourg
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Sp Zoo (in liquidation)
11
Poland
Private equity advisory company
Ordinary shares
85.0%
Bridgepoint Sp Zoo sp.k (in liquidation)
11
Poland
General Partner
N/A
Bridgepoint Structured Credit Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint UK Holdco Limited
1
UK
Dormant entity
Ordinary shares
100%
Bridgepoint UK Midco Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint US Holdings Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint US Holdco Limited
17
United States
Investment holding company
Ordinary shares
100%
Bridgepoint US Holdco 2 Limited
17
United States
Investment holding company
Ordinary shares
100%
Bridgepoint US Finance Limited
1
UK
Financing entity
Ordinary shares
85.0%
Bridgepoint Ventures Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Bridgepoint, LLC
17
United States
Private equity advisory company
Ordinary shares
85.0%
Burgundy GP LLP
1
UK
General Partner
N/A
Burgundy GP 2 Limited
1
UK
General Partner
Ordinary shares
85.0%
Energy Capital Partners Holdings, LP
14
United States
Limited Partner
N/A
Energy Capital Partners Management, LP
14
United States
Limited Partner
N/A
GeorgeTown (Nominees) Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Horninghaven Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Horningway Limited
1
UK
General Partner
Ordinary shares
85.0%
HPE II GP LP
2
UK
General Partner
N/A
HPE SGP Limited
2
UK
General Partner
Ordinary shares
85.0%
LORAC 5 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC 6 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BC Co-Investment Limited
1
UK
Dormant entity
Ordinary shares
85.0%
195
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Company’s
proportion
Country of of ownership
Name of subsidiary
Ref
incorporation
Principal activity
Share class
interest
LORAC BC II Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BDC III Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BDC IV Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BDC Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BDCP II Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BEP IV Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BE VI Co-investment Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BG I Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC Carry BC SMA II Limited
1
UK
Investment holding company
Ordinary shares
85.0%
LORAC Carry BCO IV Limited
1
UK
Investment holding company
Ordinary shares
85.0%
LORAC Carry BDL III Limited
1
UK
Investment holding company
Ordinary shares
85.0%
LORAC Carry BCO V Limited
1
UK
Limited Partner
Ordinary shares
85.0%
LORAC Eagle Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC KITE Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC (1998) Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC 3 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC 4 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC 5991 Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BBTPS Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BE VII Co-Investment Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BE VII Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC BPC Limited
1
UK
Dormant entity
Ordinary shares
85.0%
LORAC Carry BDL IV Limited
1
UK
Limited Partner
Ordinary shares
85.0%
LORAC ECP V Co-Investment Limited
1
UK
Dormant entity
Ordinary shares
85.0%
New HPE II GP LP
2
UK
General Partner
N/A
Opal Investments LP
2
UK
Investment holding partnership
N/A
PEPCO Services LLP
1
UK
Collective purchasing negotiator
N/A
Ruby Investments (UK) Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Sapphire Investments (Guernsey) Limited
4
Guernsey
Investment holding company
Ordinary shares
85.0%
Throttle Nominees Limited
1
UK
Nominee company
Ordinary shares
85.0%
Thompson Trustees Limited
1
UK
Dormant entity
Ordinary shares
85.0%
Vigny Advisory
15
France
Dormant entity
Ordinary shares
85.0%
Vigny Participation
15
France
Dormant entity
Ordinary shares
85.0%
Vigny Holding
15
France
Dormant entity
Ordinary shares
85.0%
Wigeavenmore GP LLP
1
UK
General Partner
N/A
Ref
Registered office
1
5 Marble Arch, London, W1H 7EJ, United Kingdom
2
50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, Scotland, United Kingdom
3
6B Rue du Fort Niedergrünewald, Luxembourg, L-2226, Luxembourg
4
1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, Guernsey
5
Mäster Samuelsgatan 1, S-111 44 Stockholm, Sweden
6
Nextower, Thurn-und-Taxis-Platz 6, 60313 Frankfurt, Germany
7
21 Avenue Kleber, 75116, Paris, France
8
Unit 2103-05, ONE ICC, No 999 Middle Huaihai Road, Shanghai, Xuhui District, China
9
Paulus Potterstraat 22A, 1071 DA, Amsterdam, Netherlands
10
Calle Rafael Calvo, 39A-4° – 28010 Madrid, Spain
11
ul. Rondo ONZ 1, 00-124, Warsaw, Poland
12
21 rue La Pérouse, 75116, Paris, France
13
C/O Steigmaier Steuerberatungsgesellschaft mbH, Schleissheimer Str. 12, 85221, Dachau, Germany
14
40 Beechwood Rd, Summit, NJ 07901, USA
15
21 rue La Pérouse, 75017, Paris, France
16
10 Anson Road, #22-02, International Plaza, Singapore (079903)
17
251
Little Falls Drive, City of Wilmington 19808, County of New Castle, USA
196
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(b) Entities not consolidated
The table below shows entities that are indirect subsidiaries of the Company, but the Group does not have the power to direct activities
or rights to variable returns from the entity and they are therefore not consolidated in the financial information.
Country of Proportion of
Name of subsidiary:
Ref
incorporation
Principal activity
Share class
ownership interest
Bridgepoint PE CI Limited
1
UK
Investment holding company
Ordinary shares
49.1%
Sapphire Sub II A Limited*
4
Guernsey
Investment holding company
Ordinary shares
100%
Sapphire Sub II B Limited*
4
Guernsey
Investment holding company
Ordinary shares
100%
Sapphire Sub III A Limited*
4
Guernsey
Investment holding company
Ordinary shares
100%
Sapphire Sub III B Limited*
4
Guernsey
Investment holding company
Ordinary shares
100%
Sapphire Sub III C Limited*
4
Guernsey
Investment holding company
Ordinary shares
100%
Sapphire Sub South Limited*
4
Guernsey
Investment holding company
Ordinary shares
25%
* Entities are in liquidation.
The profit or loss for the above entities for the years ended 31 December 2024 and 2023 are not material.
(c) Consolidated structured entities
The table below shows details of structured entities that the Group is deemed to control and are consolidated within the financial
statements for the periods referenced.
Group’s
proportion of
Country of ownership
Name of structured entities: incorporation
interest
Nature of interest
Periods consolidated
BE VI (French) Co-Invest LP
UK
86.2%
Limited partner
All periods
BDC IV (French) Co-Investment LP
UK
51.9%
Limited partner
All periods
BE VII Co-Investment (Feeder) Partnership LP
UK
50.0%
Limited partner
Year ended 31 December 2024
Bridgepoint CLO 1 DAC
Ireland
55.2%
Subordinated note in the residual class
All periods
Bridgepoint CLO 3 DAC
Ireland
58.8%
Subordinated note in the residual class
All periods
Bridgepoint CLO IV DAC
Ireland
74.9%
Subordinated note in the residual class
All periods
Bridgepoint CLO V DAC
Ireland
66.3%
Subordinated note in the residual class
All periods
Bridgepoint CLO VI DAC
Ireland
68.4%
Subordinated note in the residual class
All periods
Bridgepoint CLO VII DAC
Ireland
64.6%
Subordinated note in the residual class
Year ended 31 December 2024
Bridgepoint CLO VIII DAC
Ireland
50.0%
Warehouse entity
Year ended 31 December 2024
Opal Investments LP
UK
85.0%
Limited partner
All periods
Maple Tree VII LP
UK
21.7%*
Limited partner
All periods
* A control assessment of Maple Tree VII LP has been performed in accordance with the Group’s accounting policies and concluded that the Group has power and exposure to variable
returns in profit sharing. As a result, the Group consolidates the vehicle. Under the limited partnership agreement, third-party investors have the right to receive a minimum return on
drawn commitments, along with a share of residual profits from the partnership.
(d) Associates
Where the Group holds investments in funds, CIPs or GPs that give the Group significant influence, but not control, through
participation in financial and operating policy decisions, the Group measures investments in associates at fair value through profit or loss.
Information about the Group’s associates measured at fair value is shown below. Where the Group holds an interest that is greater than
20% the Group is considered to have significant influence, but not control. These investments are recorded as financial assets or carried
interest receivable within the Group Consolidated Statement of Financial Position.
197
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
Proportion of ownership
interest/voting rights held by Income distributions
the Group received from associate
Country of 2024 2023
Name of associates:
Ref
incorporation
Principal activity
2023
2024
£ m £ m
Bridgepoint Growth I SFP LP*
1
UK
Investment holding vehicle
35.0%
35.0%
BDC III SFP LP*
1
UK
Investment holding vehicle
25.9%
25.0%
39.0
BDC IV SFP LP*
1
UK
Investment holding vehicle
35.0%
35.0%
BDCP II SFP LP*
1
UK
Investment holding vehicle
20.0%
20.0%
Bridgepoint Europe IV FP LP
1
UK
Investment holding vehicle
28.1%
28.1%
BEP IV SFP LP*
1
UK
Investment holding vehicle
49.7%
31.8%
2.1
1.9
BE VI SFP LP*
1
UK
Investment holding vehicle
5.0%
22.5%
BCO IV SFP LP*
1
UK
Investment holding vehicle
35.0%
35.0%
BDL Ill SFP LP*
1
UK
Investment holding vehicle
35.0%
35.0%
BC SMA II SFP LP*
1
UK
Investment holding vehicle
35.0%
35.0%
BE VI Co-Investment (Feeder) Partnership LP
1
UK
Investment holding vehicle
45.2%
45.2%
0.6
0.9
ECP GP IV, LP*
2
USA
Investment holding vehicle
15.0%
0.4
ECP GP V, LP*
2
USA
Investment holding vehicle
13.3%
1.8
ECP Calpine Fund GP LP*
2
USA
Investment holding vehicle
12.4%
0.8
ECP Credit Solutions GP II LP*
2
USA
Investment holding vehicle
15.0%
ECP IV (Liberty Recycling Co-invest), LP
2
USA
Investment holding vehicle
50.0%
ECP FBO Energy Infra, LLC*
2
USA
Investment holding vehicle
15.0%
ECP Renewables GP, LP*
2
USA
Investment holding vehicle
15.0%
ECP Energy Transition Opportunities GP LP
2
USA
Investment holding vehicle
50.0%
* Only ownership interests relating to carried interest are presented when a vehicle is also entitled to co-investment income as the carried interest is expected to be more valuable.
1. The partnership’s registered address is 50 Lothian Road, Edinburgh, EH3 9WJ, UK
2. The partnership or the company’s registered address is 40 Beechwood Rd, Summit, NJ 07901, USA
(e) Subsidiaries not audited
For the year ended 31 December 2024 the following UK subsidiaries were expected to be entitled to exemption from audit under
section 479A of the Companies Act 2006 relating to subsidiary companies:
101
Investments (GP) Limited
BDC III GP 2 Limited
BDL I Carry GP LLP
Bridgepoint Europe Managerial LLP
Atlantic GP 1 Limited
BDC III Limited
BDL III Carry GP LLP
Bridgepoint Credit Carry GP LLP
Atlantic GP LLP
BDC III SFP GP Limited
BDL IV Carry GP LLP
Bridgepoint Europe III FP (GP) Limited
BBTPS FP GP Limited
BDC IV MLP Limited
BE VI FP SGP Limited
Bridgepoint Europe IV FP (GP) Limited
BC GP 2 Limited
BDC IV SFP GP Limited
BE VI GP 2 Limited
Bridgepoint Europe VII FP SGP Limited
BC II FP SGP Limited
BDC V MLP Limited
BE VI MLP Limited
Bridgepoint Europe VII GP 2 Limited
BC MLP UK Limited
BDC V SLP GP Limited
BEP IV FP SGP Limited
Bridgepoint Europe VII MLP Limited
Bridgepoint Private Equity Growth Fund
BC SMA II Carry GP LLP
BDC V GP 2 Limited
BEP IV GP 2 Limited
Limited
BC II MLP Limited
BDC Special 1 Limited
BEP IV MLP Limited
Burgundy GP LLP
BCO II Carry GP LLP
BDC Special 2 Limited
BEV FP SGP Limited
BCO III Carry GP LLP
BDC Special GP LLP
BEV MLP Limited
BCO IV Carry GP LLP
BDCP II GP 2 Limited
Bridgepoint PC SGP Limited
BDC II FP GP Limited
BDCP II MLP Limited
BDC II Limited
BDCP II SFP GP Limited
For the year ended 31 December 2024 a subsidiary of the Company, Bridgepoint OP LP, was expected to take exemption under section 7 of The
Partnerships (Accounts) Regulations 2008 (as amended by the Companies and Partnerships (Accounts and Audit) Regulations 2013).
198
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
30 Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who
controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means
of contractual arrangements.
The Group has determined that where the Group holds an investment, loan, fee receivable, commitment with an investment fund or CIP
with a right to carried interest, this represents an interest in a structured entity. Where the Group does not hold an investment in the
structured entity, the Group has determined that the characteristics of control are not met. As set out in note 3 (a), CIPs that currently
have value are those where the Group is exposed to variable returns of below 50% with the main beneficiaries of the CIP being the other
participants.
The disclosure below includes CLO 2 for the years ended 31 December 2024 and 31 December 2023, which is not consolidated
in either year, as explained in note 3 (a).
The Group acts in accordance with pre-determined parameters set out in various agreements and the decision-making authority is
well defined, including third-party rights in respect of the investment manager. The agreements include management fees that are
commensurate with the services provided and performance fee arrangements that are industry standard. As such the Group is acting
as agent on behalf of these investors and therefore these entities are not consolidated into the Group’s financial statements.
The Group’s interest in, and exposure to, unconsolidated structured entities, including outstanding management fees, is detailed in the
table below and recognised within trade and other receivables in the Consolidated Statement of Financial Position. The carried interest
receivable is included within the Consolidated Statement of Financial Position.
Group
Value of the accrued Group
Group’s Typical Net asset Management Typical carried maximum
co- Group value of the fees Typical Group share interest exposure to
investments* commitment Total investor funds at recognised management Carried interest rate of carried receivable loss at year
at year end to the fund as commitments year end by the Group fee range % interest at year end end
at 31 December £ m % £ bn £ bn £ m % (where applicable) % £ m £ m
2024 Generally up to
Private equity 0.75 to 20% of profits Up to
funds
470.8
≈2%
31.9
18.2
238.8
2.00% over threshold
35%
49.0
519.8
Generally up to
0.50 to 20% of profits Up to
Credit funds
129.1
≈2%
7.2
4.4
61.3
1.75% over threshold
35%
2.5
131.6
Generally up to
Infrastructure 0.75 to 20% of profits
funds
140.6
≈3%
9.9
11.6
33.0
1.5%
over threshold
12-15%
61.8
202.4
740.5
49.0
34.2
333.1
113.3
853.8
* Investments attributable to third party investors are excluded.
Group
Value of the accrued Group
Group’s Typical Net asset Typical carried maximum
co- Group value of the Management Typical Group share interest exposure to
investments commitment Total investor funds at fees received management Carried interest rate of carried receivable loss at year
at year end to the fund as commitments year end by the Group fee range % interest at year end end
at 31 December £ m % £ bn £ bn £ m % (where applicable) % £ m £ m
2023 Generally up to
Private equity 0.75 to 20% of profits Up to
funds
260.9
≈2%
28.9
16.7
205.0
2.00% over threshold
35%
64.7
325.6
Generally up to
0.50 to 20% of profits Up to
Credit funds
121.6
≈9%
6.9
4.4
56.5
1.75% over threshold
35%
2.6
124.2
382.5
35.8
21.1
261.5
67.3
449.8
199
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Notes to the consolidated and Company
financialstatements
continued
31 Events after the reporting period
There have been no material subsequent events since 31 December 2024.
200
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(Unaudited)
2024
£ m
(Unaudited)
2023
£ m
Management and other fees 329.2 265.3
Carried interest 59.1 30.0
Fair value remeasurement of investments 37.0 25.3
Other operating income 1.0 1.0
Total operating income 426.3 321.6
Personnel expenses (214.6) (132.5)
Other operating expenses (67.3) (92.0)
EBITDA* 144.4 97.1
Depreciation and amortisation expense (36.2) (18.7)
Finance and other income 7.8 16.7
Finance and other expenses (37.1) (9.1)
Profit before tax* 78.9 86.0
Tax (11.6) (15.3)
Profit after tax 67.3 70.7
Attributable to:
Equity holders of the parent 63.3 70.7
Non-controlling interests 4.0
67.3 70.7
Pence Pence
Basic earnings per share 7.9 8.7
Diluted earnings per share 6.2 n/a
This unaudited non-statutory consolidated statement of profit or loss applies all of the measurement and recognition requirements of
UK-adopted IAS and the accounting policies of the Group, except for PRE attributable to third-party investors that invests in a
structured vehicle that is consolidated by the Group under IFRS 10. Further details of these adjustments are explained in APM section.
Supplementary information:
Non-statutory consolidated statement of profit or loss,
excluding P&L of third-party CLOs andotherinvestors
for the year ended 31 December
201
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Supplementary information continued
Non-statutory consolidated statement of financial position,
excluding interests of third-party CLOs and other investors
as at 31 December
(Unaudited)
2024
£ m
(Unaudited)
2023
£ m
Assets
Non-current assets
Property, plant and equipment 88.3 73.7
Goodwill and intangible assets 789.9 116.6
Carried interest receivable 113.3 67.3
Fair value of fund investments* 739.9 382.5
Trade and other receivables 33.9 23.2
Total non-current assets 1,765.3 663.3
Current assets
Trade and other receivables 139.5 118.2
Derivative financial assets 26.4 6.2
Other investments 7.5
Cash and cash equivalents 90.8 238.8
Total current assets 256.7 370.7
Total assets 2,022.0 1,034.0
Liabilities
Non-current liabilities
Trade and other payables 35.6 13.1
Other financial liabilities 48.8 50.1
Lease liabilities 74.4 69.7
Borrowings 485.3
Deferred tax liabilities 44.7 33.9
Total non-current liabilities 688.8 166.8
Current liabilities
Trade and other payables 157.1 132.5
Lease liabilities 13.5 11.9
Derivative financial liabilities 4.2 1.6
Total current liabilities 174.8 146.0
Total liabilities 863.6 312.8
Net assets 1,158.4 721.2
Equity
Share capital 0.1 0.1
Share premium 375.1 289.8
Other reserves 51.1 12.6
Retained earnings 557.1 418.7
Equity attributable to owners of the parent 983.4 721.2
Non-controlling interests 175.0
Total equity 1,158.4 721.2
* The fair value of fund investments includes the Group’s own exposures in consolidated CLOs 1, 3, 4, 5, 6, 7 and 8 of £117.7m (2023: CLOs 1, 3, 4, 5 and 6 of £81.1m)
asat31 December 2024.
This unaudited non-statutory consolidated statement of financial position applies all of the measurement and recognition requirements
of IFRS and the accounting policies of the Group, except for the requirement to consolidate CLOs and structured vehicles through which
third party investors have invested. Note that CLOs are presented as an investment held at fair value in line with how they are managed
by the Group, rather than being consolidated in accordance with IFRS 10.
202
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
(Unaudited)
2024
£ m
(Unaudited)
2023
£ m
Cash flows from operating activities
Cash generated from operations 19.1 99.7
Tax paid (1.5) (4.7)
Net cash inflow from operating activities 17.6 95.0
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months 100.0
Acquisition of subsidiaries, net of cash acquired (162.8)
Payment for foreign exchange option premium (3.8)
Receipts from investments 88.1 83.6
Purchase of investments (255.8) (46.9)
Receipt / purchase of other investments 7.5 (7.5)
Interest received 6.9 8.5
Receipts on disposal of property, plant and equipment
Payments for property, plant and equipment and intangible assets (2.9) (4.0)
Purchase of investments in CLOs (46.4) (35.6)
Net cash flows from investing activities (365.4) 94.3
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and non-controlling interests (80.1) (68.0)
Share buyback (9.8) (60.2)
Receipts from disposal of subsidiary investments 32.5
Proceeds from the issue of US private placement notes 325.1
Repayment of US private placement notes (31.8)
Drawings from related party investors in intermediate fund holding entities 2.9 1.2
Principal elements of lease payments (15.4) (6.6)
Drawings on bank facilities 189.5
Repayment of bank facilities (189.5)
Interest paid (14.2) (7.2)
Net cash flows from financing activities 209.2 (140.8)
Net increase or (decrease) in cash and cash equivalents (138.6) 48.5
Cash and cash equivalents at the beginning of the year 238.8 196.0
Effect of exchange rate changes on cash and cash equivalents (9.4) (5.7)
Cash and cash equivalents at the end of the year 90.8 238.8
This unaudited non-statutory consolidated statement of cash flows applies all of the measurement and recognition requirements of IFRS
and the accounting policies of the Group, except for the requirement to consolidate CLOs and structured vehicles through which third
party investors have invested. Consolidated CLO cash is not presented in the opening or closing cash positions in this statement and all
cash flows relate to the non-CLO activities of the Group, excluding those cash flows relating to third party investors.
Non-statutory consolidated cash flow statement, excluding
cash flows relating to third-party investor CLOs and other
investors
for the year ended 31 December
203
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Supplementary information continued
Alternative performance measures (APMs)
These full-year results include several measures which are not
defined or recognised under International Financial Reporting
Standards (“IFRS”), including financial and operating measures
relating to the Group such as EBITDA, Underlying EBITDA,
Underlying EBITDA margin, Underlying profit before tax,
Underlying FRE, Underlying FRE margin, PRE, Fee Paying AUM
and Total AUM, all of which the Group considers to be alternative
performance measures (“APMs”). These are reconciled to the
statutory results in the tables below.
These APMs and KPIs are used by the Board and management
toanalyse the Group’s business and financial performance,
trackthe Group’s progress and help develop long-term strategic
plans. These APMs are presented to provide additional
information to investors and enhance their understanding of the
Group’s results and operations. Furthermore, the Board believes
that these APMs are widely used by certain investors, securities
analysts and other interested parties as supplemental measures
ofperformance and liquidity. However, as these measures are
notdetermined in accordance with IFRS or any generally
acceptedaccounting standards, and are thus susceptible to varying
calculations, they may not be comparable to other similarly titled
measures used by other companies and have limitations as
analytical tools. In particular, there are no generally accepted
principles governing the calculation of these measures and the
criteria on which these measures are based can vary from company
to company, which means that other companies may define and
calculate such measures differently from the Group.
In addition, as the Group is required by IFRS to consolidate certain
Collateralised Loan Obligations (“CLOs”) and other structured
vehicles which are managed by the Group and in which the Group
has an investment, and so the consolidated statement of financial
position includes the assets and liabilities and the consolidated
statement of cash flows includes thegross cash inflows and
outflows for the period for those consolidated CLOs.
The consolidation of these CLOs and other structured vehicles
could distort how a reader of the financial statements interprets
the profit or loss, balance sheet and cash flows ofthe Group,
therefore the financial review includes a summarised non-statutory
balance sheet and cash flow statement which exclude assets and
liabilities relating to third-party investors. Such measures are also
APMs. Full versions of these statements along with a non-statutory
profit or loss can be found onpages 201 and 203.
APMs should not be considered in isolation and investors should
not consider such information as alternatives to total operating
income, profit before tax or cash flows from operating activities
calculated in accordance with IFRS, as indications of operating
performance or as measures of the Group’s profitability or
liquidity. Such financial information must be considered only
inaddition to, and not as a substitute for or superior to, financial
information prepared in accordance with IFRS included elsewhere
in this Annual Report.
204
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Total AUM The total value of unrealised assets as of the relevant date (as determined pursuant to the latest
quarterly or semi-annual valuation for each fund conducted by the Group) plus undrawn
commitments managed by the Group.
Total AUM at 31 December 2024 was $75.6 billion.
Fee Paying AUM Assets under management for funds upon which fees are charged by the Group including Separately
Managed Accounts (SMAs), CLOs and continuation funds, but excluding co-investment vehicles.
Fee Paying AUM is either based on total commitments (during the commitment period) or on net
invested capital (normally during the post-commitment period).
Fee Paying AUM at 31 December 2024 was €38.7 billion.
Management fee margin on Fee
Paying AUM
The underlying management fee rate in the Group’s funds, calculated as the weighted average
management fee rate for all Bridgepoint and ECP funds contributing to Fee Paying AUM as at the
end of the accounting period.
Underlying management and
other income
CLO management fees relating to CLOs which are consolidated that are eliminated and form part
of PRE is added back to arrive at the underlying management and other income.
Underlying management and other income
2024
£m
2023*
£m
Management and other fees 329.2 265.3
Add: CLO management fee consolidation adjustment 6.8
Underlying management and other fees 336.0 265.3
Other operating income 1.0 1.0
Underlying management and other income 337.0 266.3
Add: ECP pre-completion management and other income 67.0
Pro forma underlying management and other income 404.0 266.3
PRE PRE is calculated by adding the fair value remeasurement of investments to carried interest income
and adding back adjustments for: (i) the impact of negative returns in the early years of a fund due to
management fee expenses based on the full committed capital of the fund exceeding capital growth
from deployed invested capital (typically known as the ‘J-curve’ and which is considered temporary);
(ii) PRE attributable to third-party investors that invest in a structured vehicle that is consolidated by
the Group under IFRS, due to its level of variable returns, as its inclusion could distort the view of the
amount of PRE attributable to shareholders. Related finance costs payable to the third-party investor
are also excluded from finance expenses and underlying profit before tax (2024 and 2023: nil); and
(iii) the CLO management fees reinstated as part of underlying management fees, as explained above.
PRE
2024
£m
2023*
£m
Carried interest 59.1 30.0
Add: Fair value remeasurement of investments 38.8 25.3
Less: CLO management fee consolidation adjustment ((iii) above) (6.8)
Add: PRE adjustments (a total of adjustments (i) and (ii) above) (0.4)
PRE 90.7 55.3
Add: ECP pre-completion PRE 47.8
Pro forma PRE 138.5 55.3
Underlying total
operating income
The underlying total operating income is calculated by adding Underlying management and other
income and PRE.
Underlying total operating income
2024
£m
2023*
£m
Underlying management and other income 337.0 266.3
PRE 90.7 55.3
Underlying total operating income 427.7 321.6
Add: ECP pre-completion total operating income 114.8
Pro forma underlying total operating income 542.5 321.6
205
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Supplementary information continued
Alternative performance measures (APMs)
EBITDA Earnings before interest, taxes, depreciation and amortisation. It is calculated by reference to total
operating income and deducting from it, or adding to it, as applicable, personnel expenses and
other operating expenses.
Underlying EBITDA Calculated by excluding exceptional items, certain share scheme expenses and PRE adjustments
from EBITDA. Exceptional items are items of income or expense that are material by size and/or
nature and are not considered to be incurred in the normal course of business.
Certain excluded share scheme expenses relate to share-based payment awards that were granted
following the IPO. An explanation of the costs is included in note 9.
Further detail on the PRE adjustments is set out in PRE section.
A breakdown of exceptional items within EBITDA is included within note 9 of the condensed
consolidated financial statements.
Underlying EBITDA
2024
£m
2023*
£m
EBITDA 146.2 97.1
Add: exceptional items within EBITDA 61.8 47.7
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4)
Underlying EBITDA 213.5 148.8
Add: ECP pre-completion EBITDA 78.5
Pro forma underlying EBITDA 292.0 148.8
Underlying
EBITDA margin
Underlying EBITDA as a percentage of underlying total operating income.
FRE Underlying EBITDA less carried interest and income from the fair value remeasurement of
investments and adding back the cost of investment linked bonuses and costs relating to corporate
development activities.
FRE
2024
£m
2023*
£m
Underlying EBITDA 213.5 148.8
Less: PRE (90.7) (55.3)
Add back: expenses excluded from FRE 1.8 1.5
FRE 124.6 95.0
Add: ECP pre-completion FRE 30.7
Pro forma FRE 155.3 95.0
FRE margin FRE as a percentage of underlying total operating income, excluding PRE.
FRE margin
2024
£m
2023*
£m
FRE 124.6 95.0
Underlying total operating income 427.7 321.6
Less: PRE (90.7) (55.3)
Adjusted total operating income 337.0 266.3
FRE margin 37.0% 35.7%
Pro forma FRE margin Pro forma FRE as a percentage of pro forma underlying total operating income, excluding pro
forma PRE.
Pro forma FRE margin
2024
£m
2023*
£m
Pro forma FRE 155.3 95.0
Pro forma underlying total operating income 542.5 321.6
Less: Pro forma PRE (138.5) (55.3)
Pro forma adjusted total operating income 404.0 266.3
Pro forma FRE margin 38.4% 35.7%
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Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Pro forma FRE margin
(excluding catch-upfees)
Pro forma FRE (excluding catch-up fees) as a percentage of adjusted total operating income
excluding catch-up fees.
FRE margin (excluding catch-up fees)
2024
£m
2023*
£m
Pro forma FRE 155.3 95.0
Less: pro forma catch-up fees (30.4) (6.8)
Pro forma FRE (excluding catch-up fees) 124.9 88.2
Pro forma adjusted total operating income 404.0 266.3
Less: catch-up fees (30.4) (6.8)
Adjusted total operating income (excluding catch-up fees) 373.6 259.5
FRE margin (excluding catch-up fees) 33.4% 34.0%
Underlying profit
before tax
Calculated by excluding exceptional items, certain share scheme expenses, the amortisation
of acquisition-related intangible assets and PRE adjustments from within profit before income tax.
Underlying profit before tax
2024
£m
2023*
£m
Profit before tax 80.7 86.0
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4)
Add: exceptional net finance and other expense or (income) 0.8 (6.9)
Underlying profit before tax 168.2 133.8
Add: ECP pre-completion profit before tax 69.3
Pro forma underlying profit before tax 237.5 133.8
Underlying profit
beforetaxmargin
Underlying profit before tax as a percentage of underlying total operating income.
Underlying profit
after tax margin
Underlying profit after tax as a percentage of underlying total operating income.
Underlying basic
and diluted earnings per share
Calculated by dividing underlying profit after tax inclusive of non-controlling interests by
weighted average and diluted weighted average number of shares at year end.
Underlying basic and diluted EPS
2024
£m
2023*
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4)
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Weighted average number of ordinary shares for purposes of basic
anddiluted EPS (m) 805.1 794.6
Effect of dilutive potential ordinary share conversion (m) 206.6
Number of ordinary shares for the purposes of diluted earnings per
share (m) 1,011.7 794.6
Underlying basic EPS (pence) 19.5 14.9
Underlying diluted EPS (pence) 15.5 14.9
207
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Supplementary information continued
Alternative performance measures (APMs)
Pro forma earnings per share Calculated by dividing pro forma underlying profit after tax inclusive of non-controlling interests
by the number of shares in issue as at year end and potential ordinary share conversion.
Underlying basic and diluted EPS
2024
£m
2023*
£m
Profit after tax 69.1 70.7
Add: exceptional items within EBITDA 61.8 47.7
Add: amortisation of acquisition-related intangible assets 19.4 3.0
Add: certain share scheme expenses 5.9 4.0
Add: PRE adjustments (0.4)
Add: exceptional net finance and other (income) 0.8 (6.9)
Underlying profit after tax 156.6 118.5
Add: ECP pre-completion profit after tax 55.3
Pro forma profit after tax 211.9 118.5
Ordinary shares in issue at year end (m) 823.9 794.6
Effect of dilutive potential ordinary share conversion (m) 206.6
Number of ordinary shares for the purposes of pro forma earnings
per share (m) 1,030.5 794.6
Pro forma basic EPS (pence) 25.7 14.9
Pro forma diluted EPS (pence) 20.6 14.9
Pro forma cash conversion ratio Calculated by taking pro forma cash generated from operations, excluding exceptional and
adjusted items, and adding back capitalised acquisition costs and consolidated CLO management
fees, and dividing the subtotal by pro forma FRE.
Pro forma cash conversion ratio
2024
£m
2023*
£m
Cash generated from operations 12.3 99.7
Add: ECP pre-completion cash generated from operations 25.0 -
Add back: exceptional and adjusted items within cash from operations 100.1 18.3
Add back: consolidated CLO management fees 6.8 -
Add back: capitalised acquisition costs 14.9 -
Adjusted pro forma cash generated from operations 159.1 118.0
Pro forma FRE 155.3 95.0
Pro forma cash conversion ratio 102.5% 124.2%
Non-current assets (excluding
third-party CLO assets and
investments attributable to
third-party investors)
Calculated by excluding consolidated third-party CLO non-current assets and assets held by third
party investors from total non-current assets as defined by IFRS and adding back the investment
into CLOs on a non-consolidated basis.
Non-current assets (excluding third-party CLO assets and investments attributable to third-party
investors)
2024
£m
2023*
£m
Total non-current assets 1,791.0 582.2
Less: investments held by third parties (143.4)
Add: investment in CLOs on a non-consolidated basis 117.7 81.1
Non-current assets (excluding third-party CLO assets and investments
attributable to third-party investors) 1,765.3 663.3
Current assets (excluding third-
party CLO assets)
Calculated by excluding consolidated third-party CLO current assets from total current assets as
defined by IFRS.
Current assets (excluding third-party CLO assets)
2024
£m
2023*
£m
Total current assets 2,303.9 1,795.5
Less: consolidated CLO assets (1,978.2) (1,348.8)
Less: consolidated CLO cash (69.0) (76.0)
Current assets (excluding third-party CLO assets) 256.7 370.7
208
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Non-current liabilities (excluding
third-party CLO liabilities and
liabilities attributable to third-
party investors)
Calculated by excluding consolidated third-party CLO non-current liabilities and liabilities
attributable to third party investors from total non-current liabilities as defined by IFRS.
Non-current liabilities (excluding third-party CLO liabilities and liabilities attributable to
third-party investors)
2024
£m
2023*
£m
Total non-current liabilities 2,495.6 1,318.8
Less: liabilities held by third party investors (110.6)
Less: fair value of consolidated CLO liabilities (1,696.2) (1,152.0)
Non-current liabilities (excluding third-party CLO liabilities and
liabilities attributable to third party investors) 688.8 166.8
Current liabilities (excluding
third-party CLO liabilities)
Calculated by excluding consolidated third-party CLO current liabilities from total current
liabilities as defined by IFRS.
Current liabilities (excluding third-party CLO liabilities)
2024
£m
2023*
£m
Total current liabilities 408.1 337.7
Less: consolidated CLO liabilities (20.6) (14.9)
Less: consolidated CLO purchases awaiting settlement (212.7) (176.8)
Current liabilities (excluding third-party CLO liabilities) 174.8 146.0
* Comparative information for the year ended 31 December 2023 has not been restated for the change in certain APM definitions.
209
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Shareholder information
Corporate website
The Company’s website at https://www.bridgepointgroup.com/
contains various information which may be useful to shareholders,
including the current share price and press releases. It is possible to
sign up on the website to receive email alerts for press releases.
Shareview
Equiniti is the Company’s share registrar www.shareview.co.uk
is Equiniti’s free, self-service website where shareholders can
manage their interests online.
The website enables shareholders to:
view share balances;
change address details;
view payment and tax information;
update payment instructions; and
update communication instructions.
Shareholders can register their email address at www.shareview.
co.uk to be notified electronically of events such as AGMs, and can
receive shareholder communications such as the Annual Report
and the Notice of Meeting online.
Enquiries and notifications concerning dividends, share certificates
or transfers and address changes should be sent to the registrar.
Registered office and principal place of business
Bridgepoint Group plc
5 Marble Arch
London, W1H 7EJ
Telephone: +44 (0) 20 7034 3500
Registered in England and Wales
Company No. 11443992
Corporate brokers
BNP Paribas
10 Harewood Avenue
London, NW1 6AA
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London, E14 5JP
Morgan Stanley
25 Cabot Square
Canary Wharf
London, E14 4QA
Auditor
Forvis Mazars LLP
30 Old Bailey
London, EC4M 7AU
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing, West Sussex, BN99 6DA.
Financial calendar
Ex-dividend date 24 April 2025
Record date 25 April 2025
Annual General Meeting 15 May 2025
Payment date for dividend 22 May 2025
Half-year results 18 July 2025
Use the QR code
to register for FREE
at www.shareview.co.uk
210
Bridgepoint Group – 2024 Annual Report & Accounts Financial statements
Glossary
Annual Report this annual report and accounts;
APM alternative performance measure;
Articles the Articles of Association of the Company;
AUM assets under management;
Board the board of directors of the Company;
BREEAM Building Research Establishment Environmental Assessment Method;
BVCA British Private Equity & Venture Capital Association;
CLO collateralised loan obligations;
Companies Act 2006 the UK Companies Act 2006, as amended from time to time;
Company Bridgepoint Group plc;
Corporate Governance Code the UK Corporate Governance Code published in July 2018 by the FinancialReporting Council,
asamendedfrom time to time;
DACH the countries of Germany, Austria and Switzerland
EBITDA earnings before interest, tax, depreciation and amortisation;
EPS earnings per share;
FCA the Financial Conduct Authority;
FRC Financial Reporting Council;
FRE fee related earnings;
Group or Bridgepoint Group the Company and each of its direct and indirect subsidiaries;
IFRS International Financial Reporting Standards;
IPO the initial public offering of the Company’s ordinary shares;
KPI key performance indicator;
PCAF Partnership for Carbon Accounting Financials;
PRE performance related earnings;
SECR Streamlined Energy and Carbon Reporting;
SFDR Sustainable Finance Disclosure Regulation;
SMID Cap small and medium capitalisation companies;
subsidiary has the meaning given to it in the Companies Act 2006;
TCFD Task Force on Climate-Related Financial Disclosures;
UN PRI United Nations Principles for Responsible Investment; and
UN SDGs United Nations Sustainable Development Goals.
211
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This report is printed on Splendorgel paper
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Bridgepoint Group plc
5 Marble Arch
London
W1H 7EJ
Published in March 2025
Bridgepoint Group plc 2024 Annual Report & Accounts
bridgepointgroup.com