TIDMPHLL
RNS Number : 7879L
Petershill Partners PLC
08 September 2023
Petershill Partners
Operated by Goldman Sachs Assets Management
Interim results statement
For the six months ended 30 June 2023
EARNINGS LOWER REFLECTING SLOWER REALISATION AND DEPLOYMENT
ENVIRONMENT; FREE CASH FLOW REMAINS STRONG
Key Highlights
-- Lower Adjusted Profit After Tax(1) for the six months ended
30 June 2023
-- Total income(1) of $138m (1H 2022: $171m) and Adjusted
EBIT(1) of $120m (1H 2022: $153m) with Adjusted Profit After Tax(1)
of $68m (1H 2022: $135m) and Adjusted EPS(1) of 6.0 cents (1H 2022
11.7 cents).
-- IFRS Profit After Tax of $112m (1H 2022: $359m loss) and IFRS
EPS of 9.9 cents (1H 2022: (31.0) cents), includes the unrealised
change in the carrying value of investments.
-- Partner Distributable Earnings (DE)(2) of $125m, lower than
the comparable period in 2022 (1H 2022: $169m), against slow
macro-economic backdrop
-- Lower DE primarily driven by lower Partner Realised
Performance Revenues (PRE)(2) at $15m, versus a strong comparable
period (1H 2022: $47m). PRE as a percentage of Partner Revenues(2)
was 8% (1H 2022: 20%), and 22% based on last twelve months (LTM) to
June 2023 (LTM June 2022: 27%). We expect PRE as a percentage of
Total Partner Firm Revenues for 2023 to be below our medium-term
guidance reflecting a muted realisation environment. Accrued
Carried Interest at $608m was broadly stable (FY22: $611m).
-- Partner Fee Related Earnings (FRE) (2) of $99m (1H 2022:
$110m), included a 6% increase in gross management fees reduced by
higher fee offsets and higher Partner Fee Related Expenses due to
Partner-firm fundraising, team expansions and the impact of the
inflationary environment year-on-year. Partner FRE Margin(2) of 59%
was lower than the comparable period in 2022 (1H 2022: 66%), and
stable relative to 2H 2022, reflecting investment for growth ahead
of fees being activated.
-- Guidance on Partner FRE for 2023 has been lowered,
principally to reflect the slower deployment environment impacting
timing of fee activations.
-- Robust Partner-firm asset raising and AuM growth
-- Aggregate Partner-firm AUM(2) of $300bn and Aggregate
Fee-paying AUM(2) of $196bn, up 13% and 7%, respectively
year-over-year. $14bn of gross fee eligible assets raised in the
first half 2023. A total of $28bn of fee-eligible assets as at 30
June 2023 are expected to turn on and generate revenues in future
periods.
-- Balance Sheet and capital return remain strong
-- Free cash flow (FCF) (1) conversion increased to 105% (1H
2022: 99%) supporting growth and the progressive dividend
policy.
-- Investments at fair value were $5.0bn, broadly stable since
the year end.
-- Cash and investments in money market funds totalling $478m as
at June 2023 (31 December 2022: $581m).
-- Book value per share(1) of 415 cents (2022: 416 cents) ,
equivalent to 327p (2022: 344p).
-- Purchased 1.8m Ordinary Shares for $3.5m through 30th June as
part of the $50m buyback programme announced in March 2023 and 5.9m
Ordinary Shares for $12.4m through 6(th) September.
2023 Guidance
-- $20 - $25 billion organic fee-eligible AuM raise and
realisations of $5 - $10 billion in fee-paying AuM.
-- $190m - $210m full year Partner FRE; previously $220m -
$250m.
-- Partner Realised Performance Revenues expected to be below
medium-term guidance of 20% - 30% of total Partner Revenues for
full year.
-- Acquisitions in 2023 expected to be at or below the bottom
end of the medium-term range of $100-$300m per annum as we continue
to remain selective on M&A, with no new acquisitions during 1H
2023.
-- 85% - 90% Company Adjusted EBIT margin.
Interim Dividend
The Board has approved an interim dividend payment of 4.9 cents
(USD) per share, in-line with our policy of the interim dividend
being one-third of the prior full year dividend, payable on 27
October 2023 to shareholders on the register as at close of
business on 29 September 2023, with ex-dividend date of 28
September 2023. Shareholders should note that the default payment
currency is USD, however, shareholders can elect to have their
dividends paid in either GBP or EUR. The last day for currency
elections to be registered is 13 October 2023. Currency elections
should be submitted via CREST(3) in the usual manner.
(1.) Financial measure defined as Alternative Performance
Measure, or ("APM"). Further information on APMs on page 34.
(2.) Partner-firm key operating metric. Refer to the glossary on
page 31 for additional information.
(3.) CREST: Certificates Registry for Electronic Share Transfer
- electronic system for holding securities.
Ali Raissi-Dehkordy and Robert Hamilton Kelly commented:
"During the first six months of 2023, the economic environment
remained tough, with the slower investment backdrop delaying the
activation of management fees and subdued transaction and advisory
fees. The broader muted realisation environment has impacted
Partner Realised Performance Revenues, although the significant
level of accrued performance revenues supports the medium-term
outlook. We have also seen recent realisations occur at a premium
to their holding values. Despite the challenging backdrop, the
diversified asset raising profile of our Partner-firms was
reflected in the $14bn in fee eligible AuM raised. This
asset-raising supports future FRE growth as fees become activated
and the pace of cost growth moderates. We expect a stabilisation in
Partner FRE during the remainder of 2023, as firms bed down
increased headcount and turn on fees from funds raised in prior
periods. As we look forward from today we recognise that any
continued delay in fund activations, or continued reduced
transaction activity, may defer and impact future FRE; furthermore
continued market uncertainty may delay deal activity and the return
to more normal levels of PRE and Partner Realised Investment
Income. However, we believe that our partner-firms are well
positioned for when activity picks up given considerable capital
raised since 2022.
Our portfolio of Partner-firms remains robust with the carrying
value of our Partner-firms broadly stable while our high
profitability margin and cash conversion underpins our strategy for
growth and capital return to shareholders. We have completed $12.4
m of our previously announced $50m share buyback programme and the
interim dividend is consistent with our progressive dividend
policy. Our Partner-firms' capital raising activity underpins our
ongoing confidence about our medium-term prospects and provides the
platform to enable significant future distributions to
shareholders".
Management results
For the six months
ended
30(th) June
====================
2023 2022
$m $m
==================================================================== ========= =========
Income
Partner Fee Related Earnings(1) 99.1 110.4
Partner Realised Performance Revenues(1) 15.1 47.2
Partner Realised Investment Income(1) 10.6 12.2
==================================================================== ========= =========
Total partner distributable earnings 124.8 169.8
Interest income from investments in money market funds 13.2 0.8
==================================================================== ========= =========
Total Income(2) 138.0 170.6
==================================================================== ========= =========
Operating costs
Board of Directors' fees and expenses (0.8) (0.8)
Operator charge (9.4) (13.3)
Other operating expenses (8.2) (3.8)
==================================================================== ========= =========
Total operating costs (18.4) (17.9)
==================================================================== ========= =========
Adjusted Earnings before interest and tax (EBIT)(2) 119.6 152.7
Finance cost (18.6) (11.5)
==================================================================== ========= =========
Adjusted Earnings before tax (EBT)(2) 101.0 141.2
Tax and tax related expenses(2) (32.6) (6.3)
==================================================================== ========= =========
Adjusted profit after tax(2) 68.4 134.9
==================================================================== ========= =========
Reconciliation of Adjusted profit after tax to IFRS profit / (loss)
for the period after tax
Adjusted profit after tax(2) 68.4 134.9
* APM basis Movement in financial assets and
liabilities held at fair value(2) 48.3 (569.8)
* Unrealised divestment fee (expense) credit (5.7) 45.2
* Non recurring expenses3 1.2 (22.3)
* Change in liability for Tax Receivables Agreement (15.5) (14.4)
* Adjustment for Tax and tax related expenses(4) 15.7 67.6
IFRS profit / (loss) for the period after tax 112.4 (358.8)
==================================================================== ========= =========
(1.) Partner-firm key operating metrics. Refer to the glossary
on page 31 for additional information.
(2.) Financial measure defined as Alternative Performance
Measure, or ("APM"). Further information on page 34.
(3.) 2023 amount includes $1.2m VAT reclaim. 2022 amount
includes $21.1m related to the extinguishment of $350m of notes and
$1.2m in connection with the IPO.
(4.) Includes deferred tax (expense) / credit related to
movement in financial assets and liabilities held at fair
value.
Key Partner-firm metrics
Petershill Partners Operating Metrics
For the last twelve
For the six months months ended 30(th)
ended 30(th) June June
========================= ==========================
2023 2022 <DELTA> 2023 2022 <DELTA>
===================================== ====== ======= ======= ======= ======= ======= ========
Aggregate Partner-firm AuM ($bn) 300 266 13% 300 266 13%
Aggregate Fee-paying Partner-firm
AuM ($bn) 196 184 7% 196 184 7%
Partner Blended Net Management
Fee Rate (%) 1.27% 1.44% -17 bps 1.33% 1.54% -21 bps
Implied Blended Partner-firm
FRE Ownership (%) 13.6% 13.4% 18 bps 13.5% 13.8% -30 bps
Partner Net Management and
Advisory Fees ($m) 169 168 1% 343 341 1%
Management Fees ($m) 174 164 6% 347 322 8%
Fee Offsets ($m) (10) (1) 900% (25) (16) 56%
Transaction and Advisory Fees ($m) 5 5 - 21 35 (40%)
Partner Fee Related Expenses ($m) (70) (58) 21% (141) (115) 23%
Partner FRE ($m) 99 110 (10%) 202 227 (11%)
Partner Realised Performance
Revenues (PRE) ($m) 15 47 (67%) 101 139 (27%)
Partner Realised Investment
Income ($m) 11 12 (8%) 24 32 (25%)
Partner Distributable Earnings ($m) 125 169 (26%) 327 397 (18%)
Partner FRE Margin (%) 59% 66% -7 pts 59% 66% -7 pts
Partner Distributable Earnings
Margin (%) 64% 74% -10 pts 70% 78% -8 pts
Partner Realised PRE as a percentage
of Partner Revenue (%) 8% 20% -12 pt 22% 27% -5 pts
Partner Realised PRE over Average
Aggregate Performance Fee Eligible -1.5
Partner-firm AuM* (bps) 0.6 bps 2.1 bps bps 3.9 bps 6.8 bps -2.9 bps
===================================== ====== ======= ======= ======= ======= ======= ========
* Realised Performance Fee Revenues for the period divided by
the Average Aggregate Performance Fee Eligible Partner-firm AuM.
The Average Aggregate Performance Fee Eligible Partner-firm AuM
represents the average of the beginning and ending period
stated.
Petershill Partners Operating Metrics***
30 Jun 31 Mar 31 Dec 30 Sep 30 Jun YTD**
2023 2023 2022 2022 2022 <DELTA>
========================================== ====== ====== ====== ====== ====== ====== ========
Aggregate Partner-firm AuM ($bn) 300 290 283 282 266 6%
Aggregate Fee-paying Partner-firm
AuM ($bn) 196 195 194 189 184 1%
Average Aggregate Fee-paying Partner-firm
AuM* ($bn) 190 188 178 169 159 7%
Aggregate Performance Fee Eligible
Partner-firm AuM ($bn) 274 266 259 256 241 6%
Average Aggregate Performance
Fee Eligible Partner-firm AuM* ($bn) 258 251 236 220 204 9%
Additional metrics:
Partner Private Markets Accrued
Carried Interest ($m) 608 600 611 644 700 -
Investment Capital ($m) 398 383 383 398 395 4%
========================================== ====== ====== ====== ====== ====== ====== ========
* Average Aggregate AuM figures represent the twelve month mean
and use the start and each quarter end of the reporting period
adjusted for acquisitions and dispositions where applicable.
** Percentage change relative to 30 June 2022.
*** Represents key Operating Metrics that reflect data reported
to the Operator on a three-month lag.
Details of results presentation
There will be a call for investors and analysts at 9.00am BST
today, 8 September 2023, hosted by Ali Raissi-Dehkordy, Adam Van de
Berghe and Gurjit Kambo to discuss these results, followed by a
Q&A session.
All interested parties are invited to participate via telephone
or the audio webcast. Please click here to access the webcast.
Conference Call Information:
Domestic: +44(0) 330-165-3657
Domestic Freephone: 0800 279 6843
International: +1-929-477-0492
International Tollfree: 888-596-2629
Conference ID: 1772166
All participants are asked to dial in approximately 10-15
minutes prior to the call, referencing "Petershill Partners" when
prompted.
Replay Information:
An archived replay of the call will be available on the webcast
link.
Please direct any questions regarding obtaining access to the
conference call to Petershill Partners Investor Relations, via
e-mail,
at PHP-Investor-Relations@gs.com Analyst / Investor
enquiries:
Gurjit Kambo +44 (0) 207 051 2564
Media enquiries:
Brunswick Group phll@brunswickgroup.com
Simone Selzer +44 (0) 207 404 5959
About Petershill Partners
Petershill Partners plc (the "Company" or "Petershill Partners")
and its Subsidiaries (the "Group") is a diversified, global
alternatives investment group focused on private equity and other
private capital strategies. Through our economic interests in
alternative asset management firms ("Partner-firms"), we provide
investors with exposure to the growth and profitability of the
alternative asset management industry. The Company completed its
initial acquisition of the portfolio of Partner-firms on 28
September 2021 and was admitted to listing and trading on the
London Stock Exchange on 1 October 2021 (ticker: PHLL). The Company
is operated by Goldman Sachs Asset Management ("Goldman Sachs" or
the "Operator") and is governed by a diverse and fully independent
Board of Directors (the "Board").
Through our Partner-firms, we have exposure to $300 billion of
Aggregate Partner-firm AuM, comprising a diverse set of more than
200 long-term private equity and other private capital funds where
capital is typically locked in over a multi-year horizon. These
underlying funds generate recurring management fees and the
opportunity for meaningful profit participation over the typical 8+
year lifecycles of such funds. We believe our approach is aligned
with the founders and managers of our Partner-firms and, as a
result, allows the Company to participate in these income streams
in a way that provides high-margin, diversified and stable cash
flows for our shareholders.
For more information, visit
https://www.petershillpartners.com/homepage.html. Information on
the website is not incorporated by reference into this press
release and is provided merely for convenience.
The Operator's Report
In the first half of 2023, we have seen higher inflation,
interest rates, market volatility and geopolitical risk all with an
impact on people and the real global economy. There are signs that
inflation is beginning to trend lower but we continue to monitor
the recession risk in developed markets, with a particular focus on
the United States as the majority of our Partner-firms are located
there and as our revenues are defined mostly in US Dollars. The
Group reported an IFRS profit after tax of $112 million for the six
months ended 30 June 2023 and an Adjusted Profit After Tax(1) of
$68m, which excludes the change in fair value of investments. Total
income from investments in Partner-firms(1) for the six months was
$138 million, a decline of 19% year-on-year, predominately
reflecting lower Partner Realised Performance Fees but also lower
Partner Fee Related Earnings.
Our Partner Fee Related Earnings declined by 10% year-on-year to
$99 million, reflecting modest net management fee income growth of
1% as the activation of management fees on certain funds were
delayed resulting from the slower pace of deployments combined with
lower transaction and advisory fees net of fee offsets, as well as
higher Partner Fee Related Expenses reflecting growth investment
and a higher inflationary environment. The majority of these
earnings continue to be comprised of income from contractually
committed, long-dated assets.
Partner Realised Performance Revenues were lower in the first
half of the year due to the increase in interest rates and
volatility in the global markets, impacting realisations across the
market. We are closely monitoring demand and are seeing some
recovery in the level of capital market activity but remain
conservative in a near term recovery. As a result, we believe the
Partner Realised Performance Revenues will be below our medium-term
guidance of 20% to 30% of our total Partner Revenues for the full
year of 2023 reflecting the moderate realisation environment.
Our diversified group of Partner-firms, sector experts across
private equity, private real assets, private credit and absolute
return strategies, on average have tenures of over 20 years, have
operated across multiple market cycles, independently of one
another. While we have seen a nuanced fund-raising environment for
the private capital industry given competition for investment, the
first half of 2023 resulted in $14 billion of gross fee-eligible
AuM inflows against our full-year guidance of $20-25 billion,
reflecting the quality of our Partner-firms.
Investments made during 1H 2023 related to follow on commitments
to existing Partner-firms made in prior periods. We continue to
seek and evaluate new acquisition opportunities, although we remain
highly selective having made no new investments during the period
and expect acquisitions during 2023 to be at or below our
medium-term guidance of $100-$300m per annum .
The valuation of the investments in our Partner-firms were
broadly stable since the year end, reflecting modestly higher
valuation multiples of comparable businesses, which offset weaker
near-term performance expectations across the sector.
Petershill Partners continues to execute on its strategy of
generating returns for its shareholders underpinned by a strong
conversion to free cash flow. We commenced a $50 million share
buyback programme this year and have purchased 5.9m Ordinary Shares
for $12.4m through to 6(th) September 2023 . We expect this
programme to be completed in 2024. We distributed $125 million in
dividends, or 11 cents per share, to shareholders in the first half
of this year and the Company has declared an interim dividend of
4.9 cents per share to be paid on 27 October 2023. This is in line
with our policy of the interim dividend being one-third of the
prior full year dividend and will result in an additional $55
million being distributed to shareholders.
Company Performance
Petershill Partners first half results showed robust
fee-eligible AuM raised of $14 billion and growth in Aggregate
Partner-firm AuM and Aggregate Fee-paying Partner-firm AuM of 13%
and 7% respectively. Adjusted Profit After Tax declined
year-on-year reflecting lower Partner Realised Performance Fees and
Partner Fee Related Earnings. The Company Adjusted EBIT margin(1)
remained strong at 87%.
The revenue model of the Company is comprised of income from
Partner-firms which combines three types of income: management fee
income, performance fee income and investment income. Of these
three, management fee income in particular provides stable
recurring cashflow. The management fee income APM basis2 for the
period was $99m (1H22: $110m), performance fee income APM basis2
$15m (1H22 $47m), and investment income APM basis2 $11m (1H22
$12m).
The IFRS Profit for the period after tax was $112m (1H22: $359m
loss) equating to an EPS of 9.9 cents (1H22: (31.0) cents). This
includes an increase in financial assets and liabilities held at
fair value of $48m (1H22: decrease of $570m), an Unrealised
Divestment Fee Expense of $6m (1H22: $45m credit), and an increase
in liability towards Tax Receivables Agreement of $16m (1H22:
$14m).
The Company's Adjusted Profit after tax1 was $68m (1H22: $135m).
The Company's Adjusted EBIT1 for the period was $120m (1H22:
$153m), resulting in an Adjusted EBIT margin1 of 87% (1H22: 90%).
The lower Adjusted EBIT and Adjusted Profit after tax in the first
half of this year compared to 2022 was primarily driven by lower
performance fee income resulting from lower investment activity
year over year.
Dividends
The Company paid a dividend of $125m (1H22: $30m) or 11 cents
per share (1H22: 2.6 cents) to its shareholders during the six
months ended 30 June 2023.
The Board has approved an interim dividend payment of 4.9 cents
(USD) per share payable on 27 October 2023 to shareholders on the
register as at close of business on 29 September 2023, with
ex-dividend date of 28 September 2023. Shareholders should note
that the default payment currency is USD, however, shareholders can
elect to have their dividends paid in either GBP or EUR. The last
day for currency elections to be registered is 13 October 2023.
Currency elections should be submitted via CREST in the usual
manner.
The Board expects to operate a progressive dividend policy which
will reflect earnings growth over time.
1. Financial measure defined as Alternative Performance Measure,
or ("APM"). Further information on page 34.
Investments at fair value through profit and loss
For the six months
ended 30 June
2023
$m
============================================================= ==================
At beginning of year/period 4,958.9
Investments (includes new, follow on, and prior commitments,
net of disposals) 27.8
Change in fair value of investments through profit and
loss 54.1
At end of year/period 5,040.8
============================================================= ==================
The fair value of the Company's investments in Partner-firms as
of 30 June 2023 and 31 December 2022 was $5,041m and $4,959m
respectively. The fair value of the Company's investments in
Partner-firms is determined using both earnings multiples and
discounted cash flow techniques, which are common industry
guidelines. In valuing the investments, key assumptions include
estimates of future AuM growth, expected management and performance
fee rate margins, expected current and future underlying fund
returns and timing of realisations. Whilst an exit of an investment
is possible, we do not typically seek to exit an investment as part
of our strategy. The change in fair value of investments through
profit and loss was $54m for the six months ended 30 June 2023.
Refer to note 3 in the Notes to the Condensed Interim Consolidated
Financial Statements on page 24 for additional information.
Investments in money market funds
The Company had $453m and $483m invested in money market funds
with a AAA credit rating as of 30 June 2023 and 31 December 2022,
respectively.
Deferred payment obligations and notes payable
Certain investments in Partner-firms are purchased with deferred
payment terms. These deferred payment obligations represent amounts
payable by the Company at various dates in the future.
As at 30(th) June 2022 the Company, through its interest in the
Issuers, had $350m of long-term debt with a 5% coupon and a
maturity date of 2039 that are secured by the rights to the cash
flows of certain Partner-firm investments. On 20 September 2022,
the Notes were repaid by the Company out of proceeds raised from
the issue of the Unsecured Notes. The Issuer SPVs were also subject
to a Make-Whole Amount (as defined in the Indenture) of $7m upon
redemption of the Notes in accordance with the provisions of the
Indenture.
The Company had outstanding amount of the unsecured notes of
$500m as at 30 June 2023 and 31 December 2022, respectively. For
the period ended 30 June 2023, the effective interest rate on the
Unsecured Notes was 6.2% per annum.
Tax receivable agreement
The Company entered into tax receivable agreements as part of
the Initial Acquisition on 28 September 2021. The agreements
provide for the payment of 75% of cash tax savings, if any, in U.S.
federal, state and local income tax that the Company actually
realises. The cash tax savings is defined as the difference between
the taxes actually due compared with what the taxes due would have
been without the step-up in tax basis resulting from the Initial
Acquisition. The Company expects these payments to arise over a
period of 15 years. The value of these estimated payments is $193m
at 30 June 2023 and $186m at 31 December 2022. The Change in
liability for Tax Receivable agreement was $16m (1H 22: $14m) and
reflects the accretion of the discount for the period. The discount
rate used in arriving at the value was 18%.
During the period, a $9m payment was made in relation to the Tax
Receivables Agreement liability, of which $0.3m was a finance cost.
The amount of the payment for the Tax Receivables Agreement
estimated for the full year of 2023 is approximately $31m, of which
$16m is reflected in the results for the six months ended 30 June
2023 as a Tax and tax related expense. Refer to Alternative
Performance Measures beginning on page 34 for additional
information.
Operating expenses
Operating expenses, excluding the accrued divestment fee,
totalled $17m (1H 22: $19m). The Operator is entitled to a
divestment fee calculated at 20% of the realised profit on the exit
of an investment. Although the Company does not intend to exit its
investments, an accrual is reflected representing an amount that
would be payable if the Company were to exit all of its
investments. At 30 June 2023, the amount of the divestment fee
accrued was $50m. At 31 December 2022, the amount of the divestment
fee accrued was $44m. No amount had been previously charged.
The Operator is entitled to a fee ("Operator charge") of 7.5% of
Income from investments in Partner-firms APM basis. The Operator
charge for the period was $9m, lower than the $13m charge in 1H 22,
aligned with the lower distributable earnings year-on-year.
The Directors' fees for the period were $1m.
Interest expense
Interest expense was $19m (1H 22 $33m). The Company had $350m of
private placement debt with a fixed rate of 5% and a maturity of
2039 as part of the initial acquisition on 28 September 2021. The
debt was retired when the Company raised $500m of new, unsecured
long-term debt. Refer to note 9 in the Notes to the Condensed
Interim Consolidated Financial Statements on page 28 for additional
information.
Tax expense / (credit)
Current tax expenses comprise obligations to tax authorities
related to current period reporting. Deferred tax expenses arise
with respect to temporary differences between carrying amounts of
assets and liabilities and their tax bases.
For the six months
ended 30(th) June
====================
2023 2022
Analysis of tax $m $m
========================== ======== ==========
Analysis of tax on profit
Current tax 16.8 0.7
Corporate tax - -
Deferred taxation 0.1 (62.0)
Current year - -
Tax expense / (credit) 16.9 (61.3)
========================== ======== ==========
The current tax includes approximately $10m related to estimates
from the prior year.
The tax expense does not include the related expected payments
under the tax receivables agreement for the current year. The
expected payment under the tax receivable agreement for the six
months ended 30 June 2023 is $16m (1H 22: $6m). The amount of the
payment for the Tax Receivables Agreement estimated for the full
year of 2023 is expected to be approximately $31m (2022: $31m).
The Tax and tax related expenses1, which includes the current
tax and the expected payment under the tax receivables agreement,
for the period were $33m (1H 22: $6m) and the Adjusted tax and tax
related expense rate1 was 32% (1H 22: 4%). During periods of lower
Performance Fee Income, the Adjusted tax and tax related expense
rate will be higher than what it may be over the medium term. Refer
to Alternative Performance Measures beginning on page 34 for
additional information.
Cash and money market investments
The Company's balance sheet is strong and well-capitalised with
sufficient cash and money market investments to facilitate its
acquisition strategy. There was $453m invested in money market
investments and $25m of cash and cash equivalents as of 30 June
2023 (31 December 2022: $483m and $98m respectively).
Capital
During the six months ended 30 June 2023, the Company initiated
a $50m buyback programme and repurchased 1.8m Ordinary Shares for
$3.5m. The buyback programme is expected to be completed in
2024.
A final dividend in respect of the period ended 31 December 2022
totalling $125m was paid to shareholders in the first six months
ended 30 June 2023.
As at 30 June 2023, the Company's issued share capital comprised
of 1,133,598,506 ordinary shares (1,135,399,597 at 31 December
2022).
The Group generated a profit of $112m during the period (1H22:
$359m loss)
Shareholders' equity was $4,703m at 30 June 2023 and $4,719m at
31 December 2022. The Company's cancellation of the $3.3bn share
premium account became effective in June 2023, which will provide
the Company with considerable flexibility to pay dividends and
return capital to shareholders through buybacks.
Subsequent Events
Between 1 July 2023 and 6 September 2023, the Company purchased
4,145,148 Ordinary Shares at a cost of $8.9 million as part of the
ongoing buyback programme.
On 7 September 2023, the Board approved an interim dividend of
4.9 cents (USD) per share with respect to the six-month period
ended 30 June 2023. The record date for the dividend is 29
September 2023 and the payment date is 27 October 2023.
Technical Note
References are made to adjusted measures which the Company
considers to be alternative performance measures ("APMs") or
Operating Metrics.
As part of the initial acquisition of the portfolio of
Partner-firms on 28 September 2021, the Company acquired interests
in several trusts ("Issuers SPVs"), which previously issued $350m
of long-term debt with a 5% coupon and a maturity date of 2039. The
debt was secured by the rights to the cash flows of certain
Partner-firm investments held by the Company and other investments
held by the Petershill Funds.
Although the Company did not have rights to the cash flows of
the collateral held by the Petershill Funds, under IFRS, the
Company was required to consolidate them. This consolidation
resulted in reflecting all the assets and liabilities of these
entities in the consolidated statement of financial position at 30
June 2022 and all of the income, investment gain and finance cost
in the consolidated statement of comprehensive income at 30 June
2022 However, shareholder returns for this period were only
affected by the interests that the Company owned. Since these
interests were de-consolidated at 19 December 2022, they are not
included in the results for the 6 months to 30 June 2023.
The APM basis, which presents the financial information on a
non-IFRS basis, excluding the impact of the assets, liabilities,
income, investment gain and finance cost which do not affect
shareholder returns, aids shareholders in assessing their
investment in the Company. This only has an impact on the 2022
comparatives.
The IFRS and APM basis numbers discussed and presented include
'unrealised' and non-cash items that include unrealised change in
fair value of investments, and it should be noted that while
permitted, it is not the Company's core strategy to exit or realise
these investments. Therefore, management results are also presented
excluding the unrealised change in fair value of investments at
fair value through profit and loss, related unrealised divestment
fee, and movements in tax balances.
APMs are used by the Directors and the Operator to analyse the
business and financial performance, track the Company's progress
and help develop long-term strategic plans and they also reflect
more closely the cash flow of the Company. The Directors believe
that these APMs are used by investors, analysts and other
interested parties as supplemental measures of performance and
liquidity.
Definitions of alternative performance measures along with
reconciliations to the IFRS measure, where appropriate, can be
found in the glossary beginning on page 31.
The results and the Operating Metrics provided in this
announcement reflect the Company's resilient and unique business
model focusing on growth and profitability, whilst also
demonstrating continued strong growth from our Partner-firms.
Partner-firm performance
for the six months ended 30 June 2023
(continuing operator's report)
Key Operating Metrics
We provide detail on our Partner-firms in our Key Operating
Metrics as this gives investors insight into the revenues and
revenue model of the Company.
Partner Distributable Earnings for the six months ended 30 June
2023 were $125m, a decline of 26% when compared to the six months
ended June 2022 of $169m. The impact of higher inflation, interest
rates and market volatility, resulted in delays in the deployment
of funds and realisations at our Partner-firms. In 2023,
fundraising momentum continued across the Company's Partner-firms
with aggregate Partner-firm AuM growing 6% for the six months ended
30 June 2023 to $300 billion. Aggregate Fee-paying AuM rose by 1%
for the six months ended 30 June 2023 to $196 billion. Ownership
weighted Fee-paying AuM at 30 June 2023 was $26 billion, up 7% over
the past twelve months. Aggregate Partner-firm AuM and Aggregate
Fee-paying AuM growth are the basis for future earnings development
and highlight the positive operating dynamics and pricing power of
our high-quality Partner-firms.
Petershill Partners is not reliant on any one firm, one
fundraise, one track record, one brand. A unique and differentiated
aspect of our business model arises from the diversification
benefits that the underlying Partner Funds provide, giving the
Company a distinctive risk-adjusted earnings growth and a high
quality of earnings through the cycle.
Our total AuM comprises a diverse set of predominately
locked-up, long-term private equity and other private capital funds
with a Weighted Average Capital Duration of around 9 years. Over
200 funds generate recurring management fees and the opportunity
for meaningful profit participation, or performance fees, over the
typical 8+ year lifecycles of such funds. We believe our approach
provides for enhanced alignment with the key principals at each
Partner-firm and, as a result, allows the Company to participate in
these income streams in a way that provides high-margin,
diversified and stable cash flows for our shareholders.
Partner Fee Related Earnings (FRE)
Partner FRE, drawn from management fees, declined 10% for the
six months ended 30 June 2023 relative to the six months ended June
2022 to $99m, reflecting a 59% partner FRE margin on $169m of
partner net management and advisory fees. Partner net management
fees of $169m, increased 1% year-on-year reflecting growth in gross
management fees but with a lower level or transaction and advisory
fees net of fee offsets year-on-year. The FRE margin of 59% was
stable vs. the prior six-month period but lower than the 66% FRE
margin in the comparable period in 2022. The decline year-on-year
principally reflects the higher Partner Fee Related Expenses driven
by investment to support growth and the broader inflationary
environment. Of the over 200 funds, the largest partner FRE
contribution by fund represents approximately 9% of the aggregate,
highlighting the diversified nature of the Company. The partner
blended net management fee rate was 1.33% for the last twelve
months ended 30 June 2023.
Partner Realised Performance Revenues (PRE)
Partner realised performance revenues, which represents direct
participation in the upside performance of Partner firms' funds and
products, decreased by 67% to $15m in the six months ended 30 June
2023 relative to the six months ended June 2022. Overall,
approximately 8% of the partner revenue over the six months ended
30 June 2023 came from partner-realised performance revenues,
compared with 22% over the last twelve months ending 30 June 2023.
The Operator has partnered with some of the leading alternative
asset managers and assists them in developing their businesses with
growth capital and strategic partnership.
Partner-firms manage over 190 different performance fee-eligible
funds at different stages of their life cycle. Due to this
diversification, the Company anticipates that Realised Performance
Revenues will be earned regularly from a wide range of funds going
forward, making them a source of income generally within a range of
20 - 30% of total Partner firm revenues over the medium term,
assuming market conditions and environment are broadly supportive.
For 2023, we expect PRE to be below the 20 - 30% medium-term
guidance, reflecting the muted realisation environment.
Partner Private Markets accrued carried interest was $608m at 30
June, 2023, broadly stable with the $611m at 31 December 2022.
Partner Realised Investment Income
As an owner in the Partner-firms, the Company shares in a
percentage of the investment and balance sheet income of the
Partner-firms and realises this through a number of direct
positions in the funds of underlying Partner-firms, known as
realised investment income which totalled $11m for the six months
ended 30 June 2023, decreasing 8% from $12m for the six months
ended 30 June 2022, reflecting the slower realisation environment
in 2023 when compared to 2022.
Investment Capital is a meaningful measure of the performance of
the Partner-firms' balance sheet investments and potential future
Partner Realised Investment Income. The Investment capital at 30
June 2023 was $398m, increasing 4% from $383m at 31 December
2022.
Principal Risks and Uncertainties
The Company's underlying investments are high-risk and illiquid
assets within the alternative investment industry. Its principal
risks are therefore related to revenue generated by the alternative
asset managers in which the Company invests and the performance of
the Partner-firms, their funds, and the products they manage. The
Operator seeks to mitigate these risks through active engagement
and action as outlined in the Acquisition Strategy and Investment
Policy on pages 22-24 of the 2022 Annual Report and by carrying out
due diligence work on potential targets before entering into any
investments. The Company's business model involves the acquisition
of non-control investments in independent Partner-firms, and
although the Company has certain controls as part of contractual
rights, the Company does not control the risk tolerance of the
underlying Partner-firms.
The Board thoroughly considers the process for identifying,
evaluating and managing any significant risks faced by the Company
on an ongoing basis, and these risks are reported and discussed at
Board meetings. The Board ensures that effective controls are in
place to mitigate these risks and that a satisfactory compliance
regime exists to ensure all applicable local and international laws
and regulations are upheld.
The key areas of risk faced by the Company are the
following:
1. Alternative asset industry risk;
2. Partner-firm revenue risk;
3. Investment diligence risk;
4. Macroeconomic risk;
5. Regulatory risk;
6. Key person risk;
7. Operator, administrator and service provider resiliency and performance risk;
8. Partner-firm reporting risk;
9. Cyber / information security risk.
10. Liquidity risk
The principal risks and uncertainties of the Company remain
those identified in further detail in the 2022 Annual Report.
The principal risks and uncertainties outlined above remain the
most likely to affect the Company and its investments in the second
half of the year.
Statement of Directors' Responsibilities in Respect of the
Interim Results Statement
The Directors are responsible for preparing this Interim Results
Statement in accordance with applicable laws and regulations. The
Directors confirm that to the best of their knowledge:
The unaudited interim condensed financial statements have been
prepared in accordance with UK adopted IAS 34 Interim Financial
Reporting and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group; and
The Operator's Report includes a fair review of the information
required by:
-- DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
interim Financial Statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the year and that have materially affected the
financial position or the performance of the entity during that
period; and any changes in the related party transactions described
in the 2022 Annual Report that could do so.
The Directors of Petershill Partners plc are listed on pages 48
to 49 of the 2022 Annual Report. A list of current Directors is
maintained on the Company's website which can be found at
www.petershillpartners.com.
On behalf of the Board
Naguib Kheraj
Chairman
7 September 2023
Independent Review Report to
Petershill Partners PLC
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Petershill Partners plc's condensed
consolidated interim financial statements (the "interim financial
statements") in the Interim results statement of Petershill
Partners plc for the 6 month period ended 30 June 2023 (the
"period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
-- the Condensed Interim Consolidated Statement of Financial
Position as at 30 June 2023;
-- the Condensed Interim Consolidated Statement of Comprehensive
Income for the period then ended;
-- the Condensed Interim Consolidated Statement of Changes in
Equity for the period then ended;
-- the Condensed Interim Consolidated Statement of Cash Flows
for the period then ended; and
-- the explanatory notes to the interim financial
statements.
The interim financial statements included in the Interim results
statement of Petershill Partners plc have been prepared in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom ("ISRE (UK) 2410"). A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim
results statement and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the Directors have inappropriately
adopted the going concern basis of accounting or that the Directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The Interim results statement, including the interim financial
statements, is the responsibility of, and has been approved by the
Directors. The Directors are responsible for preparing the Interim
results statement in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the Interim results statement,
including the interim financial statements, the Directors are
responsible for assessing the group'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 to cease
operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the Interim results statement based on our
review. Our conclusion, including our Conclusions relating to going
concern, is based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report. This report, including the conclusion, has been
prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority and for no other
purpose. We do not, in giving this conclusion, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
7 September 2023
CONDENSED INTERIM Consolidated Statement of Comprehensive
Income
For the six months ended 30 June 2023
For the
For the six six months
months ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Note $m $m
================================================== ===== ============= ============
Income
Income from investments in Partner-firms derived
from: 2
Management fee income 99.1 110.4
Performance fee income 15.1 51.6
Investment income 10.6 16.5
================================================== ===== ============= ============
124.8 178.5
Interest income from investments in money market
funds 3 13.2 0.8
================================================== ===== ============= ============
138.0 179.3
Movement in financial assets and liabilities held
at fair value
Change in fair value of investments at fair value
through profit or loss 3 48.3 (612.5)
================================================== ===== ============= ============
48.3 (612.5)
Expenses
Board of Directors' fees and expenses 16 (0.8) (0.8)
Operator charge 4 (9.4) (13.3)
Other operating expenses (7.0) (5.0)
Unrealised divestment fee (expense) / credit (5.7) 45.2
================================================== ===== ============= ============
Total expenses (22.9) 26.1
Operating profit / (loss) for the period 163.4 (407.1)
Finance income / (expense)
Finance cost 9, 10 (18.6) (32.6)
Movement in liability to Petershill Funds 11 - 34.0
Change in liability for Tax Receivables Agreement 2 (15.5) (14.4)
================================================== ===== ============= ============
Total finance expense (34.1) (13.0)
Profit / (Loss) for the period before tax 129.3 (420.1)
================================================== ===== ============= ============
Tax (expense) / credit 5 (16.9) 61.3
================================================== ===== ============= ============
Profit / (Loss) for the period after tax 112.4 (358.8)
================================================== ===== ============= ============
Profit / (Loss) and total comprehensive income
/ (expense) for the period 112.4 (358.8)
Profit / (Loss) and total comprehensive income
/ (expense) attributable to:
Equity holders of the Company 112.4 (358.8)
Earnings per share
================================================== ===== ============= ============
Basic and diluted earnings per Share (cents) 6 9.90 (31.04)
================================================== ===== ============= ============
The accompanying notes on pages 20 to 30 form an integral part
of these condensed interim financial statements.
CONDENSED INTERIM Consolidated Statement of Financial
Position
As at 30 June 2023
30 June 31 December
2023 2022
(Unaudited) (Audited)
Note $m $m
================================================== ==== ============= =============
Non-current assets
Investments at fair value through profit or loss 3 5,040.8 4,958.9
Deferred tax asset 5 44.1 44.0
================================================== ==== ============= =============
5,084.9 5,002.9
Current assets
Investments in money market funds at fair value 3 453.0 483.4
Cash and cash equivalents 25.1 97.6
Trade and other receivables 7 116.9 138.2
================================================== ==== ============= =============
595.0 719.2
================================================== ==== ============= =============
Total assets 5,679.9 5,722.1
Non-current liabilities
Unsecured notes payable 10 493.5 493.2
Deferred payment obligations 2 49.0 50.0
Liability for Tax Receivables Agreement 2 161.4 150.6
Fee payable on divestment of investments 4 50.0 44.3
753.9 738.1
Current liabilities
Trade and other payables 8 28.3 29.7
Deferred payment obligations 2 153.1 189.9
Interest payable 10.0 10.0
Liability for Tax Receivables Agreement 2 31.3 35.1
================================================== ==== ============= =============
222.7 264.7
================================================== ==== ============= =============
Total liabilities 976.6 1,002.8
================================================== ==== ============= =============
Net assets 4,703.3 4,719.3
================================================== ==== ============= =============
Equity
Share capital 12 11.3 11.4
Share premium 12 - 3,346.7
Other reserve 12 1,689.6 1,689.6
Capital redemption reserve 12 0.4 0.3
Retained earnings/(losses) 13 3,002.0 (328.7)
================================================== ==== ============= =============
Total shareholders' funds 4,703.3 4,719.3
================================================== ==== ============= =============
Number of ordinary shares in issue at period/year
end 1,133,598,506 1,135,399,597
================================================== ==== ============= =============
Net assets per share (cents) 14 414.90 415.65
================================================== ==== ============= =============
The condensed interim financial statements (unaudited) of the
Group were approved and authorised for issue by the Board of
Directors on 7 September 2023 and signed on its behalf by:
Naguib Kheraj Mark Merson
Chairman Director
The accompanying notes on pages 20 to 30 form an integral part
of these condensed interim financial statements.
Condensed interim consolidated statement of changes in
equity
For the six months ended 30 June 2023 (unaudited)
Capital
Share Share Other redemption Retained
capital premium reserve reserve earnings Total
Note $m $m $m $m $m $m
================================ ==== ======== ========= ======== =========== ========= =======
Opening net assets attributable
to Shareholders at 1
January 2023 11.4 3,346.7 1,689.6 0.3 (328.7) 4,719.3
Repurchase and cancellation
of Ordinary Shares 12 (0.1) - - 0.1 (3.5) (3.5)
Dividends paid in the
period 15 - - - - (124.9) (124.9)
Share premium cancellation 12 - (3,346.7) - - 3,346.7 -
Profit and total comprehensive
income for the period - - - - 112.4 112.4
Closing net assets attributable
to Shareholders at 30
June 2023 11.3 - 1,689.6 0.4 3,002.0 4,703.3
================================ ==== ======== ========= ======== =========== ========= =======
For the six months ended 30 June 2022 (unaudited)
Capital
Share Share Other redemption Retained
capital premium reserve reserve losses Total
Note $m $m $m $m $m $m
================================ ==== ======== ======== ======== =========== ======== ========
Opening net assets attributable
to Shareholders at 1
January 2022 11.6 3,346.7 1,689.6 - 247.9 5,295.8
Repurchase and cancellation
of Ordinary Shares 12 (0.1) - - 0.1 (14.2) (14.2)
Redemption and cancellation
of Redeemable Shares 12 - - - 0.1 (0.1) -
Dividends paid in the
period 15 - - - - (30.1) (30.1)
Loss and total comprehensive
expense for the period - - - - (358.8) (358.8)
Closing net assets attributable
to Shareholders at 30
June 2022 11.5 3,346.7 1,689.6 0.2 (155.3) 4,892.7
================================ ==== ======== ======== ======== =========== ======== ========
The accompanying notes on pages 20 to 30 form an integral part
of these condensed interim financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2023
For the six For the six
months ended months ended
30 June 2023 30 June 2022
(Unaudited (Unaudited
Note $m) $m)
========================================================= ==== ============= =============
Cash flows from operating activities
Profit / (Loss) for the period before tax 129.3 (420.1)
Adjustments to reconcile operating loss for the
financial period to net cash flows from operating
activities:
Finance expense 34.1 13.0
Purchase of investments in money market funds 3 (122.8) (153.9)
Sale of investments in money market funds 3 166.4 156.9
Reinvested interest income from investments in money
market funds (13.2) -
Reinvestment of income from investments in Partner-firms (23.9) (20.5)
Movement in financial assets and liabilities held
at fair value through profit and loss 3 (48.3) 612.5
Movement in trade and other receivables 7 26.1 (10.7)
Movement in trade and other payables 8 (21.5) 15.7
Movement in fee payable on divestment of investments 4 5.7 (45.2)
Taxes paid (8.2) -
========================================================= ==== ============= =============
Net cash inflows from operating activities 123.7 147.7
Cash flows from investing activities
Purchase of investments at fair value through profit
or loss (45.2) (14.4)
Capital proceeds received - 6.7
========================================================= ==== ============= =============
Net cash outflows from investing activities (45.2) (7.7)
Cash flows from financing activities
Dividends paid 15 (124.9) (30.1)
Interest expense payments (14.1) (8.8)
Payment of share issue costs - (5.7)
Repayment and cancellation of share capital 12 (3.5) (13.0)
Extinguishment of liability to Petershill funds - (1.7)
Payment under Tax Receivables Agreement (8.5) -
========================================================= ==== ============= =============
Net cash outflows from financing activities (151.0) (59.3)
Net (decrease) / increase in cash and cash equivalents
during the period (72.5) 80.7
Cash and cash equivalents at the beginning of the
period 97.6 124.8
========================================================= ==== ============= =============
Cash and cash equivalents at the end of the period 25.1 205.5
========================================================= ==== ============= =============
The accompanying notes on pages 20 to 30 form an integral part
of these condensed interim financial statements.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited)
For the six months ended 30 June 2023
1. General Information
Petershill Partners plc (the "Company") is a company limited by
shares, incorporated, and registered in England and Wales, whose
shares are publicly traded on the main market of the London Stock
Exchange. The unaudited condensed interim consolidated financial
statements of Petershill Partners plc for the period from 1 January
2023 to 30 June 2023 comprise the Company, its subsidiaries and its
indirect subsidiaries together referred to as the "Group".
The Company was incorporated and registered in England and Wales
under the UK Companies Act 2006 (as amended) as a private company
limited by shares under the name Delta Epsilon Limited on 24 March
2021 with the registered number 13289144. On 12 August 2021, the
Company was re-registered as a public limited company as Delta
Epsilon plc, and on 2 September 2021, the Company was renamed
Petershill Partners plc.
2. Basis of preparation and significant accounting policies
i. Basis of preparation
The unaudited condensed interim consolidated financial
statements of the Group have been prepared and approved by the
Board of Directors in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and IAS 34
Interim Financial Reporting as adopted for use in the UK. The
unaudited condensed interim consolidated financial statements
should be read in conjunction with the 2022 year-end Annual report
and financial statements (together "Annual Report") prepared and
approved by the Board of Directors in accordance with UK-adopted
International Accounting Standards ("IFRS") and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The unaudited condensed interim consolidated financial
statements are presented to the nearest million United States
Dollar ($m), the functional and reporting currency of the
Company.
The financial information for the six months ended 30 June 2023
contained within this half year financial report does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The statutory accounts for the year to 31
December 2022 have been reported on by PricewaterhouseCoopers LLP
and delivered to the Registrar of Companies. The report of the
auditors was (i) unqualified, (ii) did not include a reference to
any matters which the auditors drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
The unaudited condensed interim consolidated financial
statements have been prepared on a going concern basis under the
historical cost convention, as modified by the revaluation of
financial assets and liabilities at fair value through profit or
loss.
The principal accounting policies are set out below.
ii. Significant accounting policies
The accounting policies applied by the Group for the unaudited
condensed interim consolidated financial statements are consistent
with those described on pages 86 to 96 of the 2022 Annual Report.
There was no change in the current period to the critical
accounting estimates and judgements applied in 2022, which are
stated on pages 96 and 97 of the 2022 Annual Report.
iii. Segmental reporting
As discussed in the 2022 Annual Report, the Operator serves as
the Group's alternative investment fund manager for purposes of the
UK AIFMR and EU AIFMD, and pursuant to the Operator Agreement has
delegated its portfolio management functions to the Investment
Manager, which has further delegated the provision of portfolio
management services to the Investment Advisor. The Investment
Advisor, acting as the chief operating decision-maker, is
responsible for allocating resources and assessing performance of
the operating segments. The management of the Group including
assessment of performance, budgets and liquidity is managed for the
portfolio as a whole and not by discrete segments. Hence, the
Investment Advisor has concluded that the Group is organised into
one main operating segment.
For the period from 1 January 2023 to 30 June 2023, the Group
derived 89.5% (30 June 2022: 85.3%) of its current income from
North America and the remaining 10.5% (30 June 2022: 14.7%) from
Europe. 92.3% (31 December 2022: 92%) of the Group's non-current
assets are located in North America and the remaining 7.7% (31
December 2022: 8%) are located in Europe.
iv. Related parties
There have been no material changes to the related parties or
the nature of their transactions since 31 December 2022.
v. Share capital
Financial instruments issued by the Company are treated as
equity if the holder has only a residual interest in the assets of
the Company after the deduction of all liabilities. The Company's
Ordinary Shares are classified as equity instruments.
Incremental costs directly attributable to the issue of new
shares ("Share issue costs") are shown as a deduction against
proceeds from share premium.
The cost of repurchasing Ordinary Shares including the related
stamp duty and transactions costs is charged to Retained earnings
and dealt with in the Unaudited Condensed Interim Consolidated
Statement of Changes in Equity. Share repurchase transactions are
accounted for on a trade date basis. The nominal value of ordinary
share capital and Redeemable Deferred Shares repurchased and
cancelled is transferred out of 'Share capital' and into the
'Capital redemption reserve'.
The Company's shareholders approved the cancellation of the
amount standing to the credit of the Company's share premium
account in full (the "Reduction of Capital") at its annual general
meeting held on 24 May 2023. A formal approval of the same was
obtained on 20 June 2023 by His Majesty's High Court in England
(the "Court"), Accordingly, the Reduction of Capital has become
effective and has created additional distributable reserves of
approximately $3,346.7 million. Accordingly, the amounts standing
to the credit of the share premium account have been transferred to
Retained earnings. Refer to note 13 for more information.
vi. New and amended standards and interpretations
The following accounting standards and interpretations have been
published and will be mandatory for the Group's and Company's
accounting periods beginning on or after 1 January 2023 or later
periods.
-- Amendments to IAS 1 (effective for annual periods beginning
on or after 1 January 2023) - Classification of liabilities as
current or non-current
-- Amendments to IAS 1 and IFRS Practice Statement 2 -
Disclosure of Accounting policies (effective for annual periods
beginning on or after
1 January 2023)
-- Amendments to IAS 8 - Definition of Accounting Estimates
(issued on 12 February 2021 and effective for annual periods
beginning on or after
1 January 2023)
-- Amendments to IAS 12 (issued on 7 May 2021 and effective for
annual periods beginning on or after 1 January 2023) - Deferred tax
related to assets and liabilities arising from a single
transaction
These amendments have been adopted and the impact of these
amendments to the Company and the Group is not material.
vii. Assessment of investment entity
The Board of Directors has determined that the Company and its
Subsidiaries are not an investment entity and therefore the
Company's financial statements have been prepared on a consolidated
basis, as required by IFRS 10 'Consolidated Financial Statements'.
Accordingly, the Company has not applied the provisions of Para 31
of IFRS 10 that requires an investment company to measure its
investment in subsidiaries at fair value through profit or loss.
Instead, the Company will consolidate its subsidiaries that it
controls.
Please refer to page 92 of the 2022 Annual Report for a detailed
discussion.
viii. Basis of consolidation of subsidiaries
IFRS 10 requires a parent to consolidate its subsidiaries that
it controls. Consolidation of the subsidiaries shall begin from the
date the parent obtains control of the subsidiaries and ceases when
the parent loses control of the subsidiaries. A parent controls the
subsidiaries when the parent is exposed, or has rights, to variable
returns from its involvement with the subsidiaries and has the
ability to affect those returns through its power over the
subsidiaries.
The Company consolidates its subsidiaries to the extent it is
exposed or has rights to variable returns from its involvement with
the subsidiaries and has the ability to affect those returns
through its power over the subsidiaries.
The unaudited condensed interim consolidated financial
statements of the Group include the accounts of the Company and its
subsidiaries listed below. Refer to page 92 and 93 of the 2022
Annual Report for a detailed discussion of the basis of
consolidation of Subsidiaries. There have been no changes in the
basis of consolidation of subsidiaries since 31 December 2022.
Interest Interest
as at as
30-Jun-23 at
Name of Subsidiary Registered office Purpose 31-Dec-22
======================== ===================================== ============ ========== ==========
Held directly
Investment
Petershill Partners Ltd One Nexus Way Camana Bay, KY1-9005, holding
1 Cayman Islands company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
Investment
Petershill Partners II One Nexus Way Camana Bay, KY1-9005, holding
Ltd 1 Cayman Islands company 100% 100%
------------------------------------- ------------ ---------- ----------
251 Little Falls Drive Wilmington, Investment
Petershill Partners, DE 19808, holding
Inc. 1 United States of America company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
Held indirectly
------------------------ ------------------------------------- ------------ ---------- ----------
251 Little Falls Drive Wilmington, Investment
Petershill Partners GP DE 19808, holding
Sub I Series LLC 2,3 United States of America company 100% 100%
-------------------------------------
251 Little Falls Drive Wilmington, Investment
Petershill Partners GP DE 19808, holding
Sub II Series LLC 2,3 United States of America company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
251 Little Falls Drive Wilmington, Investment
Petershill Partners GP DE 19808, holding
Sub III Series LLC 2,3 United States of America company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
251 Little Falls Drive Wilmington, Investment
Petershill Partners GP DE 19808, holding
Sub IV Series LLC 2,3 United States of America company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
General
Partner
of Cayman
domiciled
Petershill
PHP Aggregator GP Ltd One Nexus Way Camana Bay, KY1-9005, holding
2 Cayman Islands companies 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
251 Little Falls Drive, Wilmington, Investment
Cook Holdings Series DE 19808, holding
LLC 4,5 United States of America company 100% 100%
------------------------ ------------ ---------- ----------
251 Little Falls Drive, Wilmington,
DE 19808, Investment
Knight Holdings Series United States of America States holding
LLC 4,5 of America company 100% 100%
-------------------------------------
Investment
Lyndhurst Holdings LP One Nexus Way, Camana Bay, KY1-9005, holding
4,5 Cayman Islands company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
Investment
One Nexus Way, Camana Bay, KY1-9005, holding
Plum Holdings LP 4,5 Cayman Islands company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
Investment
One Nexus Way, Camana Bay, KY1-9005, holding
Peasy Holdings LP 4,5 Cayman Islands company 100% 100%
------------------------ ------------------------------------- ------------ ---------- ----------
(1.) Referred to as Petershill Subsidiaries.
(2.) Held through Petershill Partners Ltd.
(3.) Referred to as Petershill Blockers.
(4.) Held through the Petershill Blockers and Petershill
Partners, Inc.
(5.) Referred to as Petershill holding companies.
As discussed in note 2(vi) and note 13 of the 2022 Annual
Report, the Company and the Petershill Funds had an exposure to the
Issuer SPVs (comprised of PH Offshore GP Issuer, PH Offshore IM
Issuer, PH Onshore GP Issuer and PH Onshore IM Issuer) through the
Intermediary Entities (comprised of PH Offshore GP Aggregator, PH
Offshore IM Aggregator, PH Onshore GP Aggregator, PH Onshore IM
Aggregator). The Issuer SPVs were formed to offer the 5% Series A
Senior Guaranteed Notes due 2039 ("Notes"). The Notes were
collateralised by the rights to future cash flows (referred to as
"Transferred Interest") generated from FRE and PRE of certain
existing investments in Partner-firms that were owned by the
Petershill Funds. In return for the Transferred Interest, the
Petershill Funds received the proceeds from the issue of the Notes
and remainder in the form of Participation Interest in the Issuer
SPVs.
On 28 September 2021, a majority of the Investments in
Partner-firms (including the Participation Interest) referred to
above, were sold by the Petershill Funds to the Company and its
Subsidiaries as part of the Offer in return for Ordinary Shares of
the Company. This resulted in the Company holding majority interest
in the Issuer SPVs through the Intermediary Entities and
Subsidiaries. The Petershill Funds continued to have an interest in
the Issuer SPVs and Intermediary Entities and hence a payable was
recorded as a liability to the Petershill Funds. The Petershill
Funds did not have any economic exposure to the Issuer SPVs except
in the event of default of the Notes, when the cash flows relating
to the Participation Interest owned by the Petershill Funds may be
used to service the Notes and its obligations.
On 20 September 2022, the Notes were repaid out of proceeds
raised from the issue of Unsecured Notes and the Transferred
Interest held as collateral was released back to the Petershill
Funds and the Subsidiaries of the Company. Other assets comprised
of income receivable from Partner-firms held at the Issuer SPVs
were also distributed to the Petershill Funds and the Subsidiaries
of the Company. Cash left at the Issuer SPVs was distributed in
December post which the Issuer SPVs and the Intermediary Entities
were dissolved on 19 December 2022. As a result, the Petershill
Funds ceased to have any exposure to the Issuer SPVs effective this
date. Pursuant to above, the Company consolidated the accounts of
the Issuer SPVs and the Intermediary Entities in preparing the
consolidated financial statements for the period from 1 January
2022 to 19 December 2022 under the definition of control, the date
these Issuer SPVs and the Intermediary Entities were dissolved.
Refer to note 11 for more information.
ix. Elimination of intra-group balances and transactions
Intra-group balances and any unrealised gains arising from
intra-group transactions are eliminated in preparing the condensed
interim consolidated financial statements. Unrealised losses are
eliminated unless the costs cannot be recovered. The financial
results of Subsidiaries that are included in the consolidated
financial statements are included from the date that control
commences until the date that control ceases.
x. Going Concern
In accordance with the Companies Act 2006, the Board of
Directors has a responsibility to evaluate whether the Group has
adequate resources to continue its operational existence for the
foreseeable future and at least for the 12 months following the
issuance of the financial statements.
The Board has made an assessment of going concern, which takes
into account the current performance and the Group's outlook,
including future projections of profitability and cash flows as
well as a downside scenario using information that is available as
of the date of these financial statements.
The Group's business model involves earning income from
investments in Partner-firms. The Group's investments in
Partner-firms are long-term and the Group has no exit strategy for
its investments. As a result, the Group expects long-term recurring
revenues from its investments in Partner-firms. Income from
investments in Partner-firms is derived from management fee income,
performance fee income and investment income. Management fee income
is typically based on private capital commitment funds managed by
the Partner-firms that are locked up for a period of 8 or more
years. The income from management fees is therefore stable and
recurring. Income derived from performance fee income and
investment income from Partner-firms is dependent on underlying
fund and underlying investment performance of the Partner-firms.
The Group has good visibility into the income from investments in
Partner-firms. The Group has a low, and relatively predicable, cost
structure. When taken together with the visibility into the income
from investments in Partner-firms, the Group has reasonably stable
earnings.
As at 30 June 2023, the Group has $25.1 million (31 December
2022: $97.6 million) of cash and cash equivalents along with $453.0
million (31 December 2022: $483.4 million) of investments in money
market instruments, reflecting a strong liquidity position to meet
operating costs. In making the assessment of going concern, the
Board has considered a downside scenario in the future outlook.
The Board acknowledges its responsibilities related to the
financial statements. Based on this analysis outlined above, the
Board is comfortable that the Group has sufficient cash to support
its ongoing operations and meet its liquidity requirements in the
downside scenario.
Given the above, the Board considers it appropriate to prepare
the financial statements of the Group on a going concern basis for
the period of at least twelve months from the date of issue of
these financial statements as set out in note 2.
3. Investments at fair value through profit or loss
Non-current investments
The Group's non-current investments comprise of investments in
Partner-firms, which manage a diversified portfolio of investments
in private equity, absolute return, private credit, and private
real assets.
For the
year-ended
For the six
months ended 31 December
30 June 2023 2022
$m $m
==================================================================== ============= =============
Opening balance 4,958.9 6,023.1
Additions 27.8 230.7
Proceeds from redemptions and return of capital - (18.9)
In kind distributions of Investments in Partner-firms to Petershill
Funds 1 - (469.3)
Change in fair value of investments at fair value through profit
of loss 54.1 (806.7)
==================================================================== ============= =============
5,040.8 4,958.9
==================================================================== ============= =============
(1.) Represents the fair value of Transferred Interest held as
collateral that were released back to the Petershill Funds. Refer
to note 2(viii) and 11 for a detailed discussion.
As discussed in note 2(viii), in preparing the condensed
consolidated financial statements for the year ended 31 December
2022, the Company has consolidated the accounts of the Issuer SPVs
and the Intermediary Entities till the date of their dissolution on
19 December 2022.
Current investments
The Group invests its overnight cash balance in money market
funds (Money Market Funds) representing a collective investment
scheme promoted by an affiliate of the Operator. The Money Market
Funds are AAA rated and the Group holds these investments for cash
management purposes with the intent to manage excess cash and
ensure these can be readily liquidated to meet the Group's
investment commitments. These investments are redeemable at short
notice and have been classified as debt investments. As at 30 June
2023, the Group held investments in Money Market Funds of $453.0
million (31 December 2022: $483.4 million) and during the period
ended 30 June 2023 earned interest of $13.2 million (30 June 2022:
$0.8 million).
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level.
The level of fair value hierarchy within the financial assets or
financial liabilities is determined on the basis of the lowest
level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their
entirety into only one of the following three levels:
-- 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 the 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 (unobservable inputs).
The determination of what constitutes "observable" requires
significant judgement by the Group. The Board of Directors
considers observable data to be market data that is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant market.
The following tables analyse within the fair value hierarchy the
assets and liabilities (by class) measured at fair value:
Level Level Level Total
1 2 3
30 June 2023 $m $m $m $m
================================= ===== ===== ======= =======
Assets
Investment in money market funds - 453.0 - 453.0
Investments in Partner-firms - - 5,040.8 5,040.8
================================= ===== ===== ======= =======
Level Level Level
1 2 3 Total
31 December 2022 $m $m $m $m
================================= ===== ===== ======= =======
Assets
Investment in money market funds - 483.4 - 483.4
Investments in Partner-firms - - 4,958.9 4,958.9
================================= ===== ===== ======= =======
Due to the nature of the investments in Partner-firms, they are
always expected to be classified as Level 3. There have been no
transfers between levels during the period. Any transfers between
the levels would be accounted for on the last day of each financial
period.
Sensitivity analysis to significant changes in unobservable
inputs within Level 3 hierarchy
Key assumptions including the future fund raises by
Partner-firms, future performance of funds managed by the
Partner-firms, the timing of exits of investments managed by
Partner-firms and margins of the Partner-firms are estimates made
by the Operator and are not certain. The choice of discount rate or
market multiple is somewhat correlated to the growth and return
assumptions made above. The discount rates and multiples are
therefore considered to be the significant unobservable inputs used
in the fair value measurement categorised within Level 3 of the
fair value hierarchy. These, together with a quantitative
sensitivity analysis as at 30 June 2023 and 31 December 2022 are as
shown below:
Range of
significant
unobservable
Market Significant inputs as
Value unobservable of
Level 3 as of 30 inputs by valuation 30 June Weighted Reasonable
Investments June 2023 technique1 2023 Average Shift4 Valuation Sensitivity
================= ========== ======================= ============= ======== ========== =======================
Investments Market Approach: -/+ - +
in Management
Companies:
Private Markets
================= =================================== ============= ======== ========== ============= ========
Profit Multiple
1,086.7 - FRE(2) 9.5x - 23.0x 13.4x 0.9x $(83.6) $74.8
=================
368.3 Asset Based Multiple 1.0x 1.0x 10.0% (36.8) 36.8
Income Approach:
=================================== ============= ======== ========== ============= ========
Terminal Multiple
1,637.6 - FRE(2) 4.7x - 17.0x 12.6x 0.7x (52.1) 31.6
Discount Rate
- FRE 9.5% - 21.3% 13.1% 1.0% (124.8) 103.2
Terminal Multiple
1,372.8 - PRE(3) 2.7x - 10.0x 5.4x 0.8x (36.9) 21.9
==========
Discount Rate - 14.0% -
PRE 40.0% 25.0% 2.0% (133.8) 92.0
================= ========== ======================= ============= ======== ========== ============= ========
Investments Market Approach: -/+ - +
in Management
Companies:
Absolute
Return
=============== =========================== ============= ===== ===== ======== ======
Profit Multiple -
176.8 FRE(2) 7.6x 7.6x 1.6x $(15.1) $15.1
===============
Profit Multiple -
69.4 PRE(3) 4.3x - 6.1x 5.3x 2.0x (11.3) 11.3
29.8 Asset Based Multiple 1.0x 1.0x 10.0% (3.0) 3.0
Income Approach:
=========================== ============= ===== ===== ======== ======
Terminal Multiple
219.5 - FRE(2) 6.1x - 7.6x 7.4x 1.1x (15.8) 21.1
Discount Rate - FRE 13.2% - 16.3% 13.5% 2.0% (15.8) 21.1
Terminal Multiple
79.9 - PRE(3) 3.3x - 6.0x 5.1x 0.8x (5.8) 7.8
=====
Discount Rate - PRE 16.6% - 30.7% 20.7% 3.1% (5.7) 7.7
=============== ===== ==================== ============= ===== ===== ======== ======
(1.) The fair value of any one instrument is determined using
multiple valuation techniques. For example, market comparable and
discounted cash flows may be used together to determine fair value.
Therefore, the Level 3 balance encompasses both of these
techniques.
(2.) The range consists of multiples on management fee related
earnings and may represent historical or forward-looking
multiples.
(3.) The range consists of multiples on performance related
earnings and may represent historical or forward-looking
multiples.
(4.) The increase or decrease in the unobservable inputs may not
be shifted negatively and positively by an equal amount. For the
asset categories that have different reasonable possible shifts,
the above table discloses the weighted average of the respective
negative and positive shifts.
Range of
significant
Market unobservable
Value inputs as
as of 31 Significant unobservable of
Level 3 December inputs by valuation 31 December Weighted Reasonable
Investments 2022 technique1 2022 Average Shift4 Valuation Sensitivity
================= ========= ======================== ============= ======== ========== =======================
Investments Market Approach: -/+ - +
in Management
Companies:
Private Markets
================= =================================== ============= ======== ========== ============== =======
Profit Multiple
$1,119.7 - FRE(2) 8.6x - 22.0x 13.3x 0.9x $(103.1) $58.4
=================
353.7 Asset Based Multiple 1.0x 1.0x 10.0% (35.4) 35.4
Income Approach:
=================================== ============= ======== ========== ============== =======
Terminal Multiple
1,592.7 - FRE(2) 4.7x - 16.5x 12.8x 0.7x (58.3) 25.5
Discount Rate 10.5% -
- FRE 21.3% 13.3% 1.0% (139.6) 68.8
Terminal Multiple
1,297.7 - PRE(3) 2.8x - 10.0x 5.5x 0.8x (44.1) 20.3
=========
Discount Rate - 13.1% -
PRE 42.0% 25.2% 2.0% (146.1) 74.1
================= ========= ======================== ============= ======== ========== ============== =======
Investments Market Approach: -/+ - +
in Management
Companies:
Absolute
Return
=============== =========================== ============= ===== ===== ======= =====
Profit Multiple
188.1 - FRE(2) 7.4x - 8.3x 7.8x 1.7x $(16.9) $16.9
===============
Profit Multiple
75.1 - PRE(3) 4.7x - 5.7x 5.2x 1.1x (7.2) 7.2
30.1 Asset Based Multiple 1.0x 1.0x 10.0% (3.0) 3.0
Income Approach:
=========================== ============= ===== ===== ======= =====
Terminal Multiple
226.8 - FRE(2) 6.3x - 7.5x 7.4x 1.1x (16.1) 21.3
Discount Rate -
FRE 13.4% - 16.0% 13.5% 2.0% (16.3) 21.6
Terminal Multiple
75.0 - PRE(3) 3.4x - 5.8x 4.9x 0.7x (5.6) 7.4
=====
Discount Rate -
PRE 17.4% - 29.5% 21.1% 3.1% (5.3) 7.0
=============== ===== ==================== ============= ===== ===== ======= =====
(1.) The fair value of any one instrument is determined using
multiple valuation techniques. For example, market comparable and
discounted cash flows may be used together to determine fair value.
Therefore, the Level 3 balance encompasses both of these
techniques.
(2.) The range consists of multiples on management fee related
earnings and may represent historical or forward-looking
multiples.
(3.) The range consists of multiples on performance related
earnings and may represent historical or forward-looking
multiples.
(4.) The increase or decrease in the unobservable inputs may not
be shifted negatively and positively by an equal amount. For the
asset categories that have different reasonable possible shifts,
the above table discloses the weighted average of the respective
negative and positive shifts.
As the Group's investments are generally not publicly quoted,
valuations require meaningful judgement to establish a range of
values, and the ultimate value at which an investment is realised
may differ from its most recent valuation and the difference may be
significant.
The below is a reconciliation of Level 3 assets and liabilities
held at fair value through profit or loss:
For the
For the six year ended
months ended 31December
30 June 2023 2022
Level 3 Instrument $m $m
========================================================== ============= ============
Assets
Opening balance 4,958.9 6,023.1
Additions 27.8 230.7
Proceeds from redemptions and return of capital - (18.9)
In kind distributions of Investment in partner-firms to
Petershill Funds (2) - (469.3)
Change in fair value of investments at fair value through
profit or loss (1) 54.1 (806.7)
============================================================== ============= ============
5,040.8 4,958.9
============================================================= ============= ============
(1.) Of the above, an amount of $54.1 million (31 December 2022:
$(806.7) million) relates to unrealised (loss)/gain on fair value
of investments held at period end.
(2.) Represents the fair value of Transferred Interest held as
collateral that were released back to the Petershill Funds. Refer
to note 2(viii) and 11 for a detailed discussion.
4. Operator charges
Recurring Operating Charges
Under the Operator Agreement, the Operator is entitled to a
recurring operating charge on a quarterly basis, such Recurring
Operating Charges consisting of, in aggregate, 7.5% of the Group's
relevant income from investments, as defined under IFRS, for the
relevant quarter.
The Operator is entitled to Recurring Operating Charges only on
income earned by the Group from assets owned by it. For the six
months ended 30 June 2022, the income reported in the Condensed
Interim Consolidated Statement of Comprehensive Income also
included income earned from interest in the Intermediary Entities
and the Issuer SPVs that the Company does not wholly own. However,
the Company was required to consolidate them under the definition
of control. For the period ended 30 June 2023, the income
attributable to assets owned by the Group on which Recurring
Operator charge was earned amounted to $124.8 million (30 June
2022: $178.5 million).
Amounts recorded as Operating Charges during the period ended 30
June 2023 were $9.4 million (30 June 2022: $13.3 million) and an
amount of $4.7 million (31 December 2022: $21.0 million) was
outstanding as at 30 June 2023. These amounts will be paid in
accordance with the terms of the Operator Agreement.
Profit Sharing Charge
The Operator is entitled to a profit sharing charge (the
"Profit-Sharing Charge") on a quarterly basis in arrears, which in
aggregate shall be an amount equal to 20% of the total dividend
income from each new investment ("New Investment") made by the
Group after the Admission in the relevant fiscal quarter (net of
any Recurring Operating Charges in respect of such New Investment),
beginning in the ninth fiscal quarter from the date on which the
New Investment closed and subject to such New Investment having
achieved a return of 6% per annum calculated using the total
invested capital funded to the pertinent date. These amounts will
be paid in accordance with the terms of the Operator Agreement.
The aggregate of the Recurring Operating Charges and the
Profit-Sharing Charge is capped at 15% of the Group's income from
investments in Partner-firms for the relevant quarter excluding any
Divestment Fee payable for such quarter.
Amounts recorded as Profit Sharing Charges during the period
ended 30 June 2023 were $Nil (30 June 2022: $Nil).
Divestment Fee
The Operator is entitled to a divestment fee ("Divestment Fee")
calculated at 20% of the total divestment profit in the relevant
quarter in relation to the Group's investments. Divestment Profit
refers to the cash flows realised from the sale or divestment of
assets calculated as the sale price minus the contribution value of
such asset, excluding any dividend income received over the holding
period and on which the Group has already paid Recurring Operating
Charges and, in the case of New Investments, Profit Sharing
Charges.
Although the Group does not have an exit strategy for its
investments, it may be subject to exits or realisations at
underlying Partner-firms, as such an accrual is reflected in the
accounts representing an amount that would be payable if the Group
were to exit all of its investments at the valuation recorded as at
30 June 2023 and 31 December 2022. As at 30 June 2023, an amount of
$50.0 million (31 December 2022: $44.3 million) has been accrued
towards divestment fee payable to the Operator and none of the
amounts have vested.
5. Tax
The Group's interim income tax expense or benefit is calculated
using the best estimate of the weighted average annual effective
tax rate for the full financial year applied to the year-to-date
profit/(loss) before tax. Items not included in the weighted
average annual effect tax rate are recognised in full in the
interim period and relate to the impact of (1) the Company's
year-to-date unrealised gains and losses and (2) movement in
unrecognised deferred tax. The Group's effective tax rate differs
from the standard rate of corporation tax due to the following: (1)
tax rates in certain jurisdictions, (2) income and expenses not
included for tax purposes, and temporary differences subject to
initial recognition exception, and (3) recognition of changes in
estimates of income tax expenses from prior periods.
The Group's effective tax rate for the period ended 30 June 2023
was 13.9% (30 June 2022: 12.0%), resulting in a tax expense for the
period ended 30 June 2023 of $16.9 million (30 June 2022: benefit
of $61.3 million). The increase in the effective tax rate is
attributable to (1) the discrete expense on the Company's
year-to-date change in unrealised loss, (2) the discrete benefit on
the movement in the unrecognised deferred tax and the tax expense
related to the recognition of changes in estimated income tax
expense from prior periods.
6. Earnings per share
For the six For the six
months ended months ended
30 June 30 June
2023 2022
================================================================ ============= =============
Profit / (Loss) attributable to equity holders of the Company
- $m 112.4 (358.8)
Weighted average number of Ordinary Shares in issue 1,135,192,342 1,155,970,457
================================================================ ============= =============
Basic and diluted earnings per Share from continuing operations
in the period (cents) 9.90 (31.04)
================================================================ ============= =============
The weighted average number of shares for the period ended 30
June 2023 is calculated on a time weighted basis based on the
timing of issue or repurchase of Ordinary Shares. There are no
dilutive shares in issue.
7. Trade and other receivables
31 December
30 June 2023 2022
$m $m
==================================== ============ ===========
Amounts receivable from investments 104.7 135.9
Tax recoverable 6.7 0.2
Other receivables 4.0 0.3
Prepayments 1.5 1.8
116.9 138.2
==================================== ============ ===========
On 9 January 2023, the three direct subsidiaries Petershill
Partners, Inc, Petershill Partners Ltd and Petershill Partners II
Ltd entered into a revolving credit facility of $100.0 million with
a financial institution. Interest charged on the facility is the
aggregate of Margin plus the Term Reference Rate. The entities did
not draw on the facility during the period. Costs incurred in
relation to this arrangement have been capitalised as a prepayment
and are amortised over the length of the facility.
8. Trade and other payables
31 December
30 June 2023 2022
$m $m
=============== ============ ===========
Other payables 28.3 29.7
28.3 29.7
=============== ============ ===========
9. Notes payable
As discussed on page 105 of the 2022 Annual Report, the Issuer
SPVs had issued the Notes with an aggregate principal amount of
$350.0 million. On 20 September 2022, the Notes were repaid by the
Company out of proceeds raised from the issue of the Unsecured
Notes. The Issuer SPVs were also subject to a Make-Whole Amount (as
defined in the Indenture) of $7.0 million upon redemption of the
Notes in accordance with the provisions of the Indenture.
An amount of $Nil (30 June 2022: $32.6 million) has been
recorded as Finance cost on the Condensed Interim Consolidated
Statement of Comprehensive Income.
10. Unsecured notes payable
On 24 August 2022, the Petershill Partners, Inc. issued US
private placement senior unsecured notes (the "Unsecured Notes") to
a group of institutional investors. The Unsecured Notes issued by
the Petershill Partners, Inc. are guaranteed by the Company.
The Notes are comprised of five tranches:
Notional Tenor Fixed
Notes (US$) (years) Maturity Coupon
========= =========== ======== ======== =======
Series A 125,000,000 7 2029 5.51%
Series B 175,000,000 10 2032 5.54%
Series C 80,000,000 12 2034 5.69%
Series D 80,000,000 15 2037 5.84%
Series E 40,000,000 20 2042 6.14%
========= =========== ======== ======== =======
The Petershill Partners, Inc. may be subject to pay a Make-Whole
Amount (as contained in the Note Purchase Agreement) contingent
upon certain principal repayment, prepayment, or redemption of the
Unsecured Notes in accordance with the provisions of the Note
Purchase Agreement. Absent an intent by the Group to prepay the
Unsecured Notes, no accrual for such Make-Whole Amount has been
made as at 30 June 2023.
As of 30 June 2023, the outstanding amount of the Unsecured
Notes was $500 million (31 December 2022: $500 million). The
carrying value of the Unsecured Notes was reported at amortised
cost and was net of unamortised debt issuance costs of $6.5 million
(31 December 2022: $6.8 million) in an amount of $493.5 million (31
December 2022: $493.2 million). For the period ended 30 June 2023,
the effective interest rate on the Unsecured Notes was 6.2% (31
December 2022: 6.2%) per annum.
For the period ended 30 June 2023, an amount of $18.6 million
has been recorded as Finance cost on the Condensed Interim
Consolidated Statement of Comprehensive Income which includes $14.1
million in relation to interest on the Unsecured Notes, $0.9
million relating to amortisation of transaction costs incurred on
revolving credit facility and Unsecured Notes and $3.6 million in
relation to interest on the deferred payment obligations.
11. Liability to Petershill Funds
As discussed in Note 2(xvi) and Note 13 of the consolidated
financial statements in the 2022 Annual Report, the Petershill
Funds had beneficial ownership in the Issuer SPVs and Intermediary
entities. On 20 September 2022, the Transferred Interest valued at
$469.3 million held as collateral was released back to the
Petershill Funds. Other assets amounting to $22.9 million and cash
of $89.6 million held at the Issuer SPVs were also distributed to
the Petershill Funds. As of 30 June 2023, the Group does not have
any liability to Petershill Funds. Further, the Issuer SPVs and
Intermediary Entities were dissolved on 19 December 2022. As a
result, the Petershill Funds ceased to have any exposure to the
Issuer SPVs effective this date and the Liability to Petershill
Funds was extinguished.
The interest held by the Petershill Funds was classified as a
financial liability and the corresponding income/expense was
included in Movement in liability to Petershill Funds under Finance
expense in the Condensed Interim Consolidated Statement of
Comprehensive Income. For the period ended 30 June 2022, an amount
of $34.0 million was included in finance income representing a
reduction of Petershill Funds interest in the Issuer SPVs.
12. Share capital and other reserve
For the six months ended 30 June 2023
Capital
Share Share Other redemption
Issued and Number of capital premium reserve reserve Total
Date fully paid shares issued $m $m $m $m $m
=============== ================== ============== ======== ========= ======== =========== =========
Shares at
1 January 2023 1,135,399,597 11.4 3,346.7 1,689.6 0.3 5,048.0
Repurchase
and cancellation
of Ordinary
Shares - $0.01 (1,801,091) (0.1) - - 0.1 -
Share premium
cancellation - - (3,346.7) - - (3,346.7)
Closing balance as at 30
June 2023 1,133,598,506 11.3 - 1,689.6 0.4 1,701.3
=================================== ============== ======== ========= ======== =========== =========
For the six months ended 30 June 2022
Capital
Share Share Other redemption
Issued and Number of shares capital premium reserve reserve Total
Date fully paid issued $m $m $m $m $m
=============== ================== ================ ======== ======== ======== =========== =======
Shares at
1 January 2022 1,156,696,029 11.6 3,346.7 1,689.6 - 5,047.9
Repurchase
and cancellation
of Ordinary
Shares - $0.01 (5,143,810) (0.1) - - 0.1 -
Redemption
and cancellation
of Redeemable
Shares - - - - 0.1 0.1
================================== ================ ======== ======== ======== =========== =======
Closing balance as at 30
June 2022 1,151,552,219 11.5 3,346.7 1,689.6 0.2 5,048.0
=================================== ================ ======== ======== ======== =========== =======
On 17 May 2023, the Company commenced a share buyback programme
of up to $50 million. During the period, the Group has so far
repurchased 1,801,091 Ordinary Shares (30 June 2022: 5,143,810) as
part of its buy-back program for a total consideration of $3.5
million (30 June 2022: $14.3 million). The Group also purchased and
cancelled Nil (30 June 2022: 50,000) Redeemable Deferred Shares for
a consideration of $Nil (30 June 2022: $68k).
As at 30 June 2023, the Company's issued share capital comprised
1,133,598,506 Ordinary Shares (31 December 2022: 1,135,399,597
Ordinary Shares) and Nil Redeemable Deferred Shares (31 December
2022: Nil Redeemable Deferred Shares) of GBP1 each. Ordinary
Shareholders are entitled to all dividends paid by the Company.
The Company's shareholders approved the cancellation of the
amount standing to the credit of the Company's share premium
account in full (the "Reduction of Capital") at its annual general
meeting held on 24 May 2023. A formal approval of the same was
obtained on 20 June 2023 by His Majesty's High Court in England
(the "Court"), Accordingly, the Reduction of Capital has become
effective which has created additional distributable reserves of
approximately US$3,346.7 million. Accordingly, the amounts standing
to the credit of the share premium account has been transferred to
Retained earnings.
13. Retained earnings
31 December
30 June 2023 2022
$m $m
============================================================== ============ ===========
Opening balance (328.7) 247.9
Profit / (Loss) and total comprehensive income/(expense) in
the period 112.4 (452.9)
Dividends paid (124.9) (70.3)
Repurchase and cancellation of Ordinary Shares (3.5) (53.3)
Share premium cancellation 3,346.7 -
Transfer of cancelled Redeemable Shares to Capital redemption
reserve - (0.1)
============================================================== ============ ===========
3,002.0 (328.7)
============================================================== ============ ===========
14. Net assets per share
31 December
30 June 2023 2022
$m $m
================================= ============= =============
Net Assets 4,703.3 4,719.3
Number of ordinary shares issued 1,133,598,506 1,135,399,597
Net assets per share (cents) 414.90 415.65
================================= ============= =============
15. Dividends
Dividends on Ordinary shares were paid during the period to 30
June 2023 of $124.9 million (30 June 2022: $30.1 million) being
11.0 cents (USD) per share (30 June 2022: 2.6 cents (USD) per
share). The dividends were paid on 13 June 2023.
16. Related party transactions
Board of Directors
Directors' fees for the six months ended 30 June 2023 amounted
to $0.8 million (30 June 2022: $0.8 million), of which $Nil was
outstanding as at 30 June 2023 (31 December 2022: $Nil).
The Board of Directors held beneficial interest in 1,094,999
Ordinary Shares in the Company as at 30 June 2023 (31 December
2022: 749,999 Ordinary Shares).
Money Market Funds
During the period, the Group held an investment of $453.0
million (31 December 2022: $483.4 million) in money market funds
that are managed by affiliates of the Operator. The Group earned
interest income of $13.2 million (30 June 2022: $0.8 million) from
investments held in such money market funds managed by affiliates
of the Operator.
Transactions with Petershill Funds
As at 30 June 2023 and 31 December 2022, the Petershill Funds,
managed by wholly owned subsidiaries of the Goldman Sachs Group
acting as the investment manager, owned approximately 76.2% and
76.1% respectively of the Company.
Liability to Petershill Funds
As discussed in Note 2(xvi) and Note 13 of the 2022 Annual
Report, on 20 September 2022, the Transferred Interest valued at
$469.3 million held as collateral was released back to the
Petershill Funds. Other assets amounting to $22.9 million and cash
of $89.6 million held at the Issuer SPVs were also distributed to
the Petershill Funds. During the period, the Group recorded an
interest income of $Nil (30 June 2022: $34.0 million) in relation
to its Liability to Petershill Funds. As of 30 June 2023, the Group
does not have any liability to in relation to the issuer SPVs.
Tax Receivables Agreement
As discussed in note 2(v) of the 2022 Annual Report, the Group
has entered into a Tax Receivables Agreement with Petershill Funds,
an affiliate of the Operator and the Goldman Sachs Group, which
will require the Group to pay 75% of the amount of cash tax
savings, if any, in US federal, state and local income tax that the
Group realises as a result of the tax benefits associated with this
increase in tax basis. As of 30 June 2023, the carrying value of
liability for the Tax Receivables Agreement was $192.7 million (31
December 2022: $185.7 million). During the period, a $8.5 million
payment was made in relation to the Tax Receivables Agreement
liability.
Operator
The Operator is an affiliate and wholly owned subsidiary of the
Goldman Sachs Group and provides advice to the Group on the
origination and completion of new investments, the management of
the portfolio and on realisations, as well as on funding
requirements, subject to approval by the Board of Directors. For
the provision of services under the Operator Agreement, the
Operator earns a Profit-Sharing Charge, Recurring Operating Charges
and Divestment Fee, as detailed in note 4.
The Operator may, in its discretion, pay certain of the Group's
fees or expenses and the Group will reimburse the Operator for the
payment of any such fee or expense. As at 30 June 2023 and 31
December 2022, the Group owed $0.1 million to the Operator under
this arrangement.
17. Subsequent events
The Group has evaluated activity through 8 September 2023, the
date that the unaudited interim consolidated financial statements
were available to be issued.
Between 1 July 2023 and 6 September 2023, the Company purchased
4,145,148 Ordinary Shares at a cost of $8.9 million as part of the
ongoing share buyback programme.
On 7 September 2023, the Board approved an interim dividend
payment of 4.9 cents (USD) per share with respect to the six-month
period ended 30 June 2023. The record date for the dividend is 29
September 2023 and the payment date is 27 October 2023.
The Group concluded that no other events took place that would
require material adjustments to the amounts recognised in these
unaudited interim consolidated financial statements.
glossary of key operating metrics
This document contains certain key operating metrics that are
not defined or recognised under IFRS.
The Operator and the Directors use these key operating metrics
to help evaluate trends, assess the performance of the
Partner-firms and the Company, analyse and test dividends received
from the Partner-firms and inform operating, budgeting and
re-investment decisions. The Directors believe that these metrics,
which present certain operating and other information in respect of
the Partner-firms, provide an enhanced understanding of the
underlying portfolios and performance of the Partner-firms and are
therefore essential to assessing the investments and performance of
the Company.
The key operating metrics described in this section are derived
from financial and other information reported to the Operator by
the Partner-firms. The Operator, with the assistance of an
independent accounting firm, performs due diligence procedures on
the information provided by the Partner-firms. It should be noted,
however, that these due diligence procedures do not constitute an
audit.
In addition, each Partner-firm may account for and define
certain financial and other information differently from one
another. For example, each Partner-firm may calculate its
fee-paying AuM differently, the result of which being that the
inputs of the Company's Aggregate Fee-paying AuM are not
consistently calculated.
Whilst the operating metrics described in this section are
similar to those used by other alternative asset managers, there
are no generally accepted principles governing their calculation,
and the criteria upon which these metrics are based can vary from
firm to firm. These metrics, by themselves, do not provide a
sufficient basis to compare the Partner-firms' or the Company's
performance with that of other companies.
None of Partner Distributable Earnings, Partner FRE, Partner
Realised Performance Revenues or Partner Realised Investment Income
are measures of or provide any indication of profits available for
the purpose of a distribution by the Company within the meaning of
section 830 of the Companies Act 2006, or of any Partner-firm in
accordance with the equivalent applicable rules.
Aggregate Partner-firm AuM
Aggregate Partner-firm AuM is defined as the sum of (a) the net
asset value of the Partner-firms' underlying funds and investment
vehicles, and includes co-investment vehicles, GP commitments and
other non fee-paying investment vehicles and (b) uncalled
commitments from these entities, as reported by the Partner-firms
to the Operator from time to time and aggregated by the Operator
without material adjustment. This is an aggregated figure across
all Partner-firms and includes Partner-firm AuM outside of the
Company's ownership interest in the Partner-firms.
The Operator and the Directors consider Aggregate Partner-firm
AuM to be a meaningful measure of the size, scope and composition
of the Partner-firms, as well as of their capital raising
activities. The Operator uses Aggregate Partner-firm AuM to inform
operating, budgeting and reinvestment decisions.
Aggregate Fee-paying AuM
Aggregate Fee-paying AuM is defined as the portion of Aggregate
Partner-firm AuM for which Partner-firms are entitled to receive
management fees, as reported by the Partner-firms to the Operator.
The principal difference between Aggregate Fee-paying AuM and
Aggregate Partner-firm AuM is that Aggregate Fee-paying AuM
typically excludes co- investment on which Partner-firms generally
do not charge fees and, to a lesser extent, fund commitments in
Partner-firm funds (i) on which fees are only earned on investment,
rather than from the point of commitment and (ii) where capital has
been raised but fees have not yet been activated. This may also
include legacy assets where fees are no longer being charged.
The Operator and the Directors consider Aggregate Fee-paying AuM
to be a meaningful measure of the Partner-firms' capital base upon
which they earn management fees and use the measure in assessing
the management fee-related performance of the Partner-firms and to
inform operating, budgeting and re-investment decisions.
Aggregate Performance Fee Eligible Partner-firm AuM
The amount of Aggregate Partner-firm AuM that is eligible for
performance fees.
AuM and Associated Data
The data presented in this document for the following key
operating metrics reflects AuM data reported to the Operator on a
three-month lag. This three-month data lag is due to the timing of
the financial information received by the Operator from the
Partner-firms, which generally require at least 90 days following
each period end to present final financial information to the
Operator. The key operating metrics reflected on a three-month lag
are:
-- Aggregate Partner-firm AuM
-- Aggregate Fee-paying Partner-firm AuM
-- Average Aggregate Fee-paying Partner-firm AuM
-- Aggregate Performance Fee Eligible Partner-firm AuM
-- Average Aggregate Performance Fee Eligible Partner-firm
AuM
-- Partner Blended Net Management Fee Rate
-- Implied Blended Partner-firm FRE Ownership
-- Investment Capital
Issuer SPVs
Issuer SPVs comprise the following entities - PH Offshore GP
Issuer, PH Offshore IM Issuer, PH Onshore GP Issuer, PH Onshore IM
Issuer
Intermediary Entities
Intermediary Entities comprise the following entities - PH
Offshore GP Aggregator, PH Offshore IM Aggregator, PH Onshore GP
Aggregator, PH Onshore IM Aggregator
Investment Capital
Investment Capital is defined as the sum of the reported value
of the balance sheet investments from the Partner-firms. The
Operator and the Directors consider Investment Capital to be a
meaningful measure of the performance of the Partner-firms' balance
sheet investments and potential future Partner Realised Investment
Income. The Operator therefore uses Investment Capital to assess
future expected Partner Realised Investment Income and inform
operating, budgeting and reinvestment decisions.
In respect of Investment Capital, the data may be adjusted for
any known valuation impacts following the reporting date of the
information received from the Partner-firms.
Ownership weighted AuM
Ownership weighted AuM represents the Company's ownership stake
of each Partner-firms' Aggregate Partner-firm AuM.
Partner Blended Net Management Fee Rate
Partner Blended Net Management Fee Rate is defined as Partner
Net Management and Advisory Fees for the period, divided by the
average Aggregate Fee-paying AuM weighted for the Company's
ownership interests in each Partner-firm. The average Aggregate
Fee-paying AuM is calculated as the mean of the Aggregate
Fee-paying AuM at the start and the end of the reporting period and
excludes new acquisitions where the Company has not yet started to
receive or have only received partial period amounts of Partner Net
Management and Advisory Fees.
The Operator and the Directors consider Partner Blended Net
Management Fee Rate to be a key metric in assessing the Company's
overall management fee-related performance.
Implied Blended Partner-firm FRE Ownership
Implied Blended Partner-firm FRE Ownership is defined as the
weighted average of the Company's ownership stake in the
Partner-firms' management fee-related earnings and is calculated
based on the contribution of average Aggregate Fee-paying AuM from
Partner-firms in each period. It will therefore be expected to
change to some degree from period to period based on the
contribution to average Aggregate Fee-paying AuM of each
Partner-firm, even if the actual ownership of each underlying
Partner-firm does not change. Excludes new acquisitions where
Petershill has not yet started to receive or have only received
partial period amounts of Partner Net Management and Advisory
Fees.
The Operator and the Directors consider Implied Blended
Partner-firm FRE Ownership to be a meaningful measure of the
composition of the Company's investments.
Partner Net Management and Advisory Fees
Partner Net Management and Advisory Fees is defined as the
Company's aggregate proportionate share of the Partner-firms' net
management fees (as reported by the Partner-firms to the Operator),
including monitoring and advisory fees and less any management fee
offsets, payable by the Partner-firms' funds to their respective
Partner-firms for the provision of investment management and
advisory services.
Certain Partner-firms provide transaction and advisory services,
as well as services to monitor ongoing operations of portfolio
companies. Management fees paid to the Partner-firms may be subject
to fee offsets, which are reductions to management fees and are
based on a percentage of monitoring fees and transaction and
advisory fees paid by portfolio companies to the Partner-firms.
The Operator and the Directors consider Partner Net Management
and Advisory Fees to be a meaningful measure of the management
fee-related performance of the Partner-firms, and the Operator uses
this metric to analyse and test income received from the
Partner-firms and to inform operating, budgeting and re-investment
decisions.
Partner Fee Related Earnings (FRE) and Partner FRE Margin
Partner FRE is defined as Partner Net Management and Advisory
Fees, less the Partner-firms' operating expenses, fixed and bonus
compensation, net interest income/(expense) and taxes (but not
performance fee-related expenses) allocable to the Company's share
of Partner Net Management and Advisory Fees, as reported by the
Partner-firms to the Operator, and subject to applicable
contractual margin protections in respect of certain Partner-firms.
Partner FRE Margin is defined as Partner FRE divided by Partner Net
Management and Advisory Fees.
The Operator and the Directors consider Partner FRE and Partner
FRE Margin to be meaningful measures of the management fee-related
earnings of the Partner-firms and key performance indicators of the
Company's income from investments in management companies derived
from management fee income. The Operator uses this metric to
analyse and test dividends received from the Partner-firms, as well
as to inform operating, budgeting and reinvestment decisions.
Partner Realised Performance Revenues
Partner Realised Performance Revenues is defined as the
Company's aggregate proportionate share of the Partner-firms'
realised carried interest allocations and incentive fees payable by
the Partner-firms' funds to their respective Partner-firms, less
any realised performance fee-related expenses of the Partner-firms
allocable to the Company's share of performance fee-related
revenues, as reported by the Partner-firms to the Operator.
The Company's share of the Partner-firms' performance
fee-related earnings will be lower than its share of the
Partner-firms' management fee-related earnings because the
Company's ownership stake in the Partner-firms' performance
fee-related earnings is lower than its ownership stake in the
Partner-firms' management fee-related earnings.
The Operator and the Directors consider Partner Realised
Performance Revenues to be a meaningful measure of the performance
fee-related earnings of the Partner-firms and key performance
indicator of the Company's income from investments in management
companies derived from performance fee income. The Operator uses
this metric to analyse and test dividends received from the
Partner-firms, as well as to inform operating, budgeting and
reinvestment decisions.
Partner Realised Investment Income
Partner Realised Investment Income is defined as the Company's
aggregate proportionate share of Partner-firm earnings resulting
from the realised gains and losses, or any distributed income, from
the investments held on Partner-firms' balance sheets, as reported
by the Partner-firms to the Operator. Partner Realised Investment
Income is also realised by the Company through a limited number of
direct stakes in certain Partner-firms' funds. Realised Investment
Income includes income that has been realised but not yet paid, as
well as amounts that are realised and either fully or partially
reinvested.
The Company's share of the Partner-firms' investment and balance
sheet income will be lower than its share of the Partner-firms'
management fee-related earnings because the Company's ownership
stake in the Partner-firms' investment and balance sheet income is
lower than its ownership stake in the Partner-firms' management
fee-related earnings.
The Operator and the Directors consider Partner Realised
Investment Income to be a meaningful measure of the investment
performance of certain assets held by the Partner-firms and key
performance indicator of the Company's income from investments in
management companies derived from investment income. The Operator
uses this metric to analyse and test dividends received from the
Partner-firms, as well as to inform operating, budgeting and
reinvestment decisions.
Partner Distributable Earnings and Partner Distributable
Earnings Margin
Partner Distributable Earnings is defined as the sum of Partner
FRE, Partner Realised Performance Revenues and Partner Realised
Investment Income. Partner Distributable Earnings Margin is defined
as Partner Distributable Earnings divided by the sum of Partner Net
Management and Advisory Fees, Partner Realised Performance Revenues
and Partner Realised Investment Income.
The Operator and the Directors consider Partner Distributable
Earnings and Partner Distributable Earnings Margin to be meaningful
measures of the overall performance of the Partner-firms and key
performance indicators of the Company's total income from
investments in management companies.
The Operator uses this metric to analyse and test dividends
received from the Partner-firms, as well as to inform operating,
budgeting and re-investment decisions. These measures reflect any
contractual margin protections or revenue share interests that the
Company may have with the Partner-firms, which means that the
Partner Distributable Earnings Margin may differ from the margins
achieved by other shareholders or partners of the
Partner-firms.
Partner Revenues
Partner Revenues is defined as the sum of Partner Net Management
and Advisory Fees, Partner Realised Performance Revenues and
Partner Realised Investment Income.
The Operator and the Directors consider Partner Revenues to be a
meaningful measure of the overall performance of the Partner-firms.
The Operator uses this metric to inform operating, budgeting and
re-investment decisions.
Partner Private Markets Accrued Carried Interest
Partner Private Markets Accrued Carried Interest is defined as
the Company's proportionate share of the Partner-firms' balance
sheet accrued carry (as reported by the Partner-firms to the
Operator) and represents the Company's proportionate share of the
accumulated balance of unrealised profits from the Partner-firms'
funds.
The Operator and the Company consider Partner Accrued Carried
Interest to be a meaningful measure of the performance of the
private markets Partner-firms and potential future private markets
Partner Realised Performance Revenues. Absolute return performance
fees are not accrued and are instead realised annually. The
Operator uses Partner Accrued Carried Interest to assess future
expected carried interest payments and inform operating, budgeting
and re-investment decisions. This key operating metric reflects
data reported to the Operator on a three-month lag.
Petershill Funds
The Petershill Funds refers to the following entities: -
Petershill II L.P. and Petershill II Offshore L.P., Petershill
Private Equity L.P., Petershill Private Equity Offshore L.P.,
Vintage VII L.P. and related entities and certain co-investment
vehicles.
Weighted Average Capital Duration
Weighted Average Capital Duration is a key measure of the long
term, locked-up capital of Aggregate Fee-paying Partner-firm AuM.
It is defined as the average life of the underlying Partner-firm
funds weighted based on Fee-Paying AuM.
Alternative Performance Measures ("APMs")
As part of the initial acquisition of the portfolio of
Partner-firms on 28 September 2021, the Company acquired interests
in several trusts ("Issuers"), which previously issued $350m of
long-term debt ("Notes") with a 5% coupon and a maturity date of
2039. The Notes were secured by the rights to the cash flows of
certain Partner-firm investments held by the Company and other
investments held by the Petershill Funds.
For the period ended 30 June 2022, under IFRS, the Company was
required to consolidate them, although the Company did not have
rights to the cash flows of the collateral that were held by the
Petershill Funds, This consolidation resulted in reflecting all of
the assets and liabilities of these entities in the Condensed
Interim Consolidated Statement of Financial Position and all of the
income, investment gain and finance cost in the Condensed Interim
Consolidated Statement of Comprehensive Income. However,
shareholder returns were only affected by the interests that the
Company owns.
During the second half of the year ended 31 December 2022, the
Notes were repaid, and the collateral was released to the
Petershill Funds and the Subsidiaries of the Company. Other assets
comprised of income receivable and cash in the Issuer SPVs were
distributed as well. The Issuer SPVs and the Intermediary Entities
were dissolved on 19 December 2022. As a result, the Petershill
Funds ceased to have any exposure to the Issuer SPVs effective this
date.
Pursuant to the above, the Company has consolidated the accounts
of the Issuer SPVs and the Intermediary Entities in preparing the
comparative Condensed Interim Consolidated Financial Statements for
the period of 1 January 2022 through 19 December 2022, the date
these Issuer SPVs and the Intermediary Entities were dissolved. As
at 31 December 2022, the Company no longer had any exposure to
Petershill Funds on account of the Issuer SPVs and Intermediary
Entities.
Pursuant to the above, for the six months ended 30 June 2023, no
adjustments are required to be made between the IFRS basis and
APMs.
The APM basis, which presents the financial information on a non
IFRS basis, excluding the impact of the assets, liabilities,
income, investment gain and finance cost which do not affect
shareholder returns, aids shareholders in assessing their
investment in the Company.
The IFRS and APM basis numbers discussed and presented below
include significant 'unrealised' and non-cash items that include
unrealised change in fair value of investments, and it should be
noted that while permitted, it is not the Company's core strategy
to exit or realise these investments. Therefore, management results
are also presented excluding the unrealised change in fair value of
investments at fair value through profit and loss and related
unrealised divestment fee.
APMs are used by the Directors and the Operator to analyse the
business and financial performance, track the Company's progress,
and help develop long-term strategic plans and they also reflect
more closely the cash flow of the Company. The Directors believe
that these APMs are used by investors, analysts and other
interested parties as supplemental measures of performance and
liquidity.
Condensed Interim Consolidated Statement of Comprehensive Income
APM Basis
For the six months ended 30 June 2023
Period ended 30 June 2023 Period ended 30 June 2022
====================================== ======================================
Alternative Alternative
performance performance
measurement measurement
basis (APMS) Adjustments IFRS basis basis (APMS) Adjustments IFRS basis
$m $m $m $m $m $m
====================================== ============= =========== ========== ============= =========== ==========
Income
Income from Investments in
Partner-firms derived from:
Management fee income 99.1 - 99.1 110.4 - 110.4
Performance fee income 15.1 - 15.1 47.2 4.4 51.6
Investment income 10.6 - 10.6 12.2 4.3 16.5
====================================== ============= =========== ========== ============= =========== ==========
124.8 - 124.8 169.8 8.7 178.5
Interest income from investments
in money market funds 13.2 - 13.2 0.8 - 0.8
====================================== ============= =========== ========== ============= =========== ==========
138.0 - 138.0 170.6 8.7 179.3
Movement in financial assets
held at fair value
Change in fair value of investments
at fair value through profit
or loss 48.3 - 48.3 (569.8) (42.7) (612.5)
====================================== ============= =========== ========== ============= =========== ==========
48.3 - 48.3 (569.8) (42.7) (612.5)
Expenses
Board of Directors' fees and
expenses (0.8) - (0.8) (0.8) - (0.8)
Operator charge (9.4) - (9.4) (13.3) - (13.3)
Other operating expenses (7.0) - (7.0) (5.0) - (5.0)
Unrealised divestment fee (expense)
/ credit (5.7) - (5.7) 45.2 - 45.2
====================================== ============= =========== ========== ============= =========== ==========
Total expenses (22.9) - (22.9) 26.1 - 26.1
Operating profit / (loss) for
the period 163.4 - 163.4 (373.1) (34.0) (407.1)
Finance income / (expense)
Finance cost (18.6) - (18.6) (32.6) - (32.6)
Movement in liability to Petershill
Funds - - - - 34.0 34.0
Change in liability for Tax
Receivables Agreement (15.5) - (15.5) (14.4) - (14.4)
====================================== ============= =========== ========== ============= =========== ==========
Total finance expense (34.1) - (34.1) (47.0) 34.0 (13.0)
Profit / (Loss) for the period
before tax 129.3 - 129.3 (420.1) - (420.1)
====================================== ============= =========== ========== ============= =========== ==========
Tax (expense) / credit (16.9) - (16.9) 61.3 - 61.3
====================================== ============= =========== ========== ============= =========== ==========
Profit / (Loss) for the period
after tax 112.4 - 112.4 (358.8) - (358.8)
====================================== ============= =========== ========== ============= =========== ==========
Profit / (Loss) and total
comprehensive
income / (expense) for the
period 112.4 - 112.4 (358.8) - (358.8)
Profit / (Loss) and total
comprehensive
income / (expense) attributable
to:
Equity holders of the Company 112.4 - 112.4 (358.8) - (358.8)
====================================== ============= =========== ========== ============= =========== ==========
Condensed Interim Consolidated Statement of Financial Position
APM Basis
As at 30 June 2023
30-Jun-23 31-Dec-22
============= =========== ============= ============= =========== =============
Alternative Alternative
performance performance
measurement measurement
basis (APM) Adjustments IFRS basis basis (APM) Adjustments IFRS basis
Balance Sheet $m $m $m $m $m $m
================================ ============= =========== ============= ============= =========== =============
Non-current assets
Investments at fair value
through
profit or loss 5,040.8 - 5,040.8 4,958.9 - 4,958.9
Deferred tax asset 44.1 - 44.1 44.0 - 44.0
================================ ============= =========== ============= ============= =========== =============
5,084.9 - 5,084.9 5,002.9 - 5,002.9
Current assets -
Investments in money market
funds
at fair value through profit or
loss 453.0 - 453.0 483.4 - 483.4
Cash and cash equivalents 25.1 - 25.1 97.6 - 97.6
Trade and other receivables 116.9 - 116.9 138.2 - 138.2
================================ ============= =========== ============= ============= =========== =============
595.0 - 595.0 719.2 - 719.2
================================ ============= =========== ============= ============= =========== =============
Total assets 5,679.9 - 5,679.9 5,722.1 5,722.1
Non-current liabilities
Unsecured Notes payable 493.5 - 493.5 493.2 - 493.2
Deferred payment obligations 49.0 - 49.0 50.0 - 50.0
Liability for Tax Receivables
Agreement 161.4 - 161.4 150.6 - 150.6
Fee payable on divestment of
investments 50.0 - 50.0 44.3 - 44.3
================================ ============= =========== ============= ============= =========== =============
753.9 - 753.9 738.1 - 738.1
Current liabilities
Trade and other payables 28.3 - 28.3 29.7 - 29.7
Deferred payment obligations 153.1 - 153.1 189.9 - 189.9
Interest Payable 10.0 - 10.0 10.0 - 10.0
Liability for Tax Receivables
Agreement 31.3 - 31.3 35.1 - 35.1
================================ ============= =========== ============= ============= =========== =============
222.7 - 222.7 264.7 - 264.7
================================ ============= =========== ============= ============= =========== =============
Total liabilities 976.6 - 976.6 1,002.8 - 1,002.8
================================ ============= =========== ============= ============= =========== =============
Net assets 4,703.3 - 4,703.3 4,719.3 - 4,719.3
================================ ============= =========== ============= ============= =========== =============
Equity
Share capital 11.3 - 11.3 11.4 - 11.4
Share premium - - - 3,346.7 - 3,346.7
Other reserve 1,689.6 - 1,689.6 1,689.6 - 1,689.6
Capital redemption reserve 0.4 - 0.4 0.3 - 0.3
Retained earnings 3,002.0 - 3,002.0 (328.7) - (328.7)
================================ ============= =========== ============= ============= =========== =============
Total shareholders' funds 4,703.3 - 4,703.3 4,719.3 - 4,719.3
================================ ============= =========== ============= ============= =========== =============
Number of ordinary shares in
issue
at period / year end 1,133,598,506 - 1,133,598,506 1,135,399,597 - 1,135,399,597
================================ ============= =========== ============= ============= =========== =============
Net assets per share (cents) 414.90 - 414.90 415.65 - 415.65
================================ ============= =========== ============= ============= =========== =============
Condensed interim Consolidated Statement of Cash Flows APM
Basis
For the six months ended 30 June 2023
For the period ended 30 June For the period ended 30 June
2023 2022
===================================== =====================================
Alternative Alternative
performance performance
measurement measurement
basis (APM) Adjustments IFRS basis basis (APM) Adjustments IFRS basis
$m $m $m $m $m $m
===================================== ============ =========== ========== ============ =========== ==========
Cash flows from operating activities
Profit / (Loss) for the period
before tax 129.3 - 129.3 (420.1) - (420.1)
Adjustments to reconcile operating
loss for the financial period
to net cash used in operating
activities:
Finance expense 34.1 - 34.1 47.0 (34.0) 13.0
Sale / (Purchase) of investments
in money market funds (122.8) - (122.8) (153.9) - (153.9)
(Purchase) / Sale of investments
in money market funds 166.4 - 166.4 156.9 - 156.9
Reinvested interest income
from investments in money market
funds (13.2) - (13.2) - - -
Reinvestment of Income from
investments in Partner-firms (23.9) - (23.9) (18.6) (1.9) (20.5)
Movement in financial assets
and liabilities held at fair
value through profit and loss (48.3) - (48.3) 569.8 42.7 612.5
Movement in trade and other
receivables 26.1 - 26.1 (16.3) 5.6 (10.7)
Movement in trade and other
payables (21.5) - (21.5) 15.7 - 15.7
Movement in fee payable on
divestment of investments 5.7 - 5.7 (45.2) - (45.2)
Taxes paid (8.2) - (8.2) - - -
===================================== ============ =========== ========== ============ =========== ==========
Net cash inflows from operating
activities 123.7 - 123.7 135.3 12.4 147.7
Cash flows from investing activities
Purchase of investments at
fair value through profit or
loss (45.2) - (45.2) (14.4) - (14.4)
Capital proceeds received - - - 6.7 - 6.7
===================================== ============ =========== ========== ============ =========== ==========
Net cash outflows from investing
activities (45.2) - (45.2) (7.7) - (7.7)
Cash flows from financing activities
Dividends paid (124.9) - (124.9) (30.1) - (30.1)
Interest expense payments (14.1) - (14.1) (4.8) (4.0) (8.8)
Payment of share issue costs - - - (5.7) - (5.7)
Repayment and cancellation
of share capital (3.5) - (3.5) (13.0) - (13.0)
Extinguishment of liability
to Petershill funds - - - - (1.7) (1.7)
Payment under Tax Receivables
Agreement (8.5) - (8.5) - - -
===================================== ============ =========== ========== ============ =========== ==========
Net cash outflows from financing
activities (151.0) - (151.0) (53.6) (5.7) (59.3)
Net (decrease) / increase in
cash and cash equivalents during
the period (72.5) - (72.5) 74.0 6.7 80.7
Cash and cash equivalents at
the beginning of the period 97.6 - 97.6 68.7 56.1 124.8
===================================== ============ =========== ========== ============ =========== ==========
Cash and cash equivalents at
the end of the period 25.1 - 25.1 142.7 62.8 205.5
===================================== ============ =========== ========== ============ =========== ==========
Net cash position at period end
Cash and cash equivalents (APM basis) plus investments in money
markets less deferred payment obligations and long term debt.
30 June 31 December
2023 2022
$m $m
======================================================= ======== ===========
Cash and cash equivalents (APM basis) 25.1 97.6
Investments in money market funds at fair value through
profit or loss 453.0 483.4
Unsecured Notes payable (gross) (500.0) (500.0)
Deferred payment obligations (202.1) (239.9)
=========================================================== ======== ===========
Net cash position at period end (224.0) (158.9)
=========================================================== ======== ===========
Free cash flow
The Net cash flows from operating activities (APM basis) less
Purchase of investments in money market funds, Sale of investments
in money market funds, Reinvestment of income from investments in
Partner-firms (APM basis) and Taxes paid as a percent of the
Adjusted EBIT. This amount can differ year over year as the timing
of settlement of certain income from investments in Partner-firms
may vary.
For the
six For the six
months ended months ended
30 June
2023 30 June 2022
$m $m
======================================================== ============== =============
Net cash inflows from operating activities (APM basis) 123.7 135.3
Purchase of investments in money market funds 122.8 153.9
Sale of investments in money market funds (166.4) (156.9)
Reinvestment of income from investments in Partner-firms
(APM basis) 23.9 18.6
Reinvestment of interest income from investments
in money market funds 13.2 -
Taxes paid 8.2 -
Adjusted net cash inflows from operating activities 125.4 150.9
Adjusted EBIT 119.6 152.7
============================================================ ============== =============
Free cash flow 104.8% 98.8%
============================================================ ============== =============
Book value
Total Shareholders' funds
30 June 31 December
2023 2022
$m $m
========================== ======== ===========
Total Shareholders' funds 4,703.3 4,719.3
============================== ======== ===========
Book value per share
Total Shareholders' funds divided by the Number of Ordinary
Shares in issue at period/year end.
30 June 31 December
2023 2022
$m $m
=============================================== ============= =============
Total Shareholders' funds ($m) 4,703.3 4,719.3
Number of Shares in issue at period / year end 1,133,598,506 1,135,399,597
Book value per share (cents) 414.90 415.65
=================================================== ============= =============
Adjusted Earnings before interest and tax (EBIT)
Sum of total income (APM basis) and expenses excluding
non-recurring charges before net finance result and before income
taxes, change in fair value of investments at fair value through
profit or loss (APM basis) and unrealised divestment fee.
For the For the six
six months ended
months ended 30 June 2022
30 June
2023
$m $m
================================================= ------------- -------------
Total income (APM basis) 138.0 170.6
Board of Directors' fees and expenses (0.8) (0.8)
Operator charge (9.4) (13.3)
Other operating expenses (7.0) (5.0)
Non-recurring operating (credit) / expense (1.2) 1.2
Adjusted Earnings before interest and tax (EBIT) 119.6 152.7
================================================== ============= =============
Adjusted EBIT margin
Adjusted EBIT divided by APM basis total income.
For the For the six
six months ended
months ended 30 June 2022
30 June
2023
$m $m
======================= ------------- -------------
Total income APM basis 138.0 170.6
Adjusted EBIT 119.6 152.7
Adjusted EBIT margin 86.7% 89.5%
======================== ============= =============
Adjusted Earnings Before Tax (EBT)
Sum of total income (APM basis) and expenses excluding deferred
divestment fee, income taxes, change in liability for tax
receivables agreement, movement in liability to Petershill Funds,
change in fair value of investments at fair value through profit or
loss (APM basis) and non-recurring charges.
For the For the six
six months ended
months ended 30 June 2022
30 June
2023
$m $m
------------------------------------------- ------------- -------------
Total income (APM basis) 138.0 170.6
Board of directors' fees and expenses (0.8) (0.8)
Operator charge (9.4) (13.3)
Other operating expenses (7.0) (5.0)
Finance cost (18.6) (32.6)
Non-recurring operating (credit) / expense (1.2) 1.2
Non-recurring charges related to financing - 21.1
Adjusted Earnings before tax (EBT) 101.0 141.2
============================================ ============= =============
Tax and tax related expenses
The current tax plus the expected payment under the tax
receivables agreement for the current period.
For the For the six
six months ended
months ended 30 June 2022
30 June
2023
$m $m
===================================================== ============= =============
Current tax (16.9) (0.7)
Expected payment under the tax receivables agreement (15.7) (5.6)
Tax and tax related expenses (32.6) (6.3)
====================================================== ============= =============
Adjusted tax and tax related expense rate
The Tax and tax related expenses divided by the adjusted
EBT.
For the For the six
six months ended
months ended 30 June 2022
30 June
2023
$m $m
------------------------------------------ ------------- -------------
Tax and related expenses (32.6) (6.3)
Adjusted Earnings before tax (EBT) 101.0 141.2
Adjusted tax and tax related expense rate 32.3% 4.4%
=========================================== ============= =============
Adjusted Profit After Tax
Sum of total income (APM basis) and expense excluding unrealised
divestment fee, income taxes, change in liability for tax
receivables agreement, movement in liability to Petershill Funds,
change in fair value of investments at fair value through profit or
loss (APM basis) and non-recurring charges and including tax and
related expenses under tax receivables agreement.
For the six For the six
months ended months ended
30 June 30 June
2023 2022
$m $m
--------------------------------------------------- ------------- -------------
Total income (APM basis) 138.0 170.6
Board of Directors' fees and expenses (0.8) (0.8)
Operator charge (9.4) (13.3)
Other operating expenses (7.0) (5.0)
Finance cost (18.6) (32.6)
Non-recurring operating expenses (1.2) 1.2
Tax and tax related expenses (32.6) (6.3)
Non-recurring charges related to financing - 21.1
Adjusted profit after tax and tax related expenses 68.4 134.9
==================================================== ============= =============
Adjusted Earnings Per Share (EPS)
Adjusted profit after tax divided by weighted average number of
Ordinary Shares in issue.
For the six For the six
months ended months ended
30 June 30 June
2023 2022
$m $m
---------------------------------------------------- -------------- --------------
Adjusted profit after tax 68.4 134.9
Weighted average number of Ordinary Shares in issue 1,135,192,342 1,151,552,219
Adjusted Earnings per share (EPS) (cents) 6.03 11.71
======================================================== ============== ==============
This results announcement has been prepared solely to provide
additional information to shareholders and meets the relevant
requirements of the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority. The results announcement should
not be relied on by any other party or for any other purpose.
These written materials are not an offer of securities for sale
in the United States. Securities may not be offered or sold in the
United States absent registration under the US Securities Act of
1933, as amended, or an exemption therefrom. The issuer has not and
does not intend to register any securities under the US Securities
Act of 1933, as amended, and does not intend to offer any
securities to the public in the United States. Any securities of
Petershill Partners plc referred to herein have not been and will
not be registered under the US Investment Company Act of 1940, as
amended, and may not be offered or sold in the United States or to
"U.S. persons" (as defined in Regulation S under the US Securities
Act of 1933, as amended) other than to "qualified purchasers" as
defined in the US Investment Company Act of 1940, as amended. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in these written materials, will not be
accepted.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that
involve substantial risks and uncertainties. You can identify these
statements by the use of forward-looking terminology such as "may,"
"will," "should," "expect, " "anticipate," "project," "target,"
"estimate," "intend," "continue," or "believe" or the negatives
thereof or other variations thereon or comparable terminology. You
should read statements that contain these words carefully because
they discuss our plans, strategies, prospects and expectations
concerning the business, operating results, financial condition and
other similar matters. These statements represent the Company's
belief regarding future events that, by their nature, are uncertain
and outside of the Company's control. There are likely to be events
in the future, however, that we are not able to predict accurately
or control. Any forward-looking statement made by us in this press
release is based upon information known to the Company on the date
of this press release and speaks only as of such date. Accordingly,
no assurance can be given that any particular expectation will be
met and readers are cautioned not to place undue reliance on
forward looking statements. Additionally, forward looking
statements regarding past trends or activities should not be taken
as a representation that such trends or activities will continue in
the future. Other than in accordance with its legal or regulatory
obligations (including under the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority), the Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
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END
IR NKOBNDBKBBCK
(END) Dow Jones Newswires
September 08, 2023 02:00 ET (06:00 GMT)
Grafico Azioni Petershill Partners (LSE:PHLL)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Petershill Partners (LSE:PHLL)
Storico
Da Set 2023 a Set 2024