3i US Investors

Nov 13, 2023

to September 2022 1,886 pence 29.75 pence July 2023 £1,826 million £1,970 million , 16%). Action continues to perform very well and a number of our portfolio companies operating in the value-for-money, private label and healthcare sectors are delivering good organic growth. We continue to see weaker performance in our portfolio companies exposed to discretionary consumer spending and more cyclical end-markets. 89% of our Private Equity portfolio companies by value grew earnings in the 12 months to 30 June 2023 1 October 2023 €6.1 billion ) and like-for-like ("LFL") sales growth was very strong at 19.2%, driven primarily by higher customer footfall. Last 12 months' ("LTM") operating EBITDA to the end of P9 was €1,530 million €1,036 million ), representing a 48% increase over the same period last year. Trading momentum has remained strong at Action, with LFL sales growth in P10 (2 October to 29 October 2023 29 October 2023 , net sales and operating EBITDA were 30% and 43% ahead of last year, and LFL sales growth over the same period was 18.5%. October 2023 , Action successfully completed its debut US dollar term loan issuance in the US leveraged loan market, raising $1.5 billion . The loan has been fully hedged back to the euro, with 70% of the debt fixed at an all-in cost of 6.3%. Action also completed a capital restructuring with a pro-rata redemption of shares. 3i used €524 million €877 million gross proceeds received to acquire further shares in Action, increasing our gross equity stake in Action from 52.9% to 54.8%. Action's cash balance was €1,030 million £31 million £35 million , 3%). The return was impacted by a 2.7% decline in 3i Infrastructure plc's ("3iN") share price, despite the 6.3% total return on 3iN's opening NAV it achieved in the first half. 3iN agreed to sell its stake in Attero in the period for proceeds of c. €215 million 31 March 2023 €500 million 26.50 pence per share for FY2024, set at 50% of the total dividend for FY2023, will be paid in January 2024 , 3i's Chief Executive, commented: "Against a tough macroeconomic environment, we delivered another good result in the period for 3i. Action continues to perform very well. Its LFL sales growth, continued new store expansion and significant free cash flow from operations have once again underlined what an exceptional business it is. The strong performance of a number of our other investments in the value-for-money, private label and healthcare sectors underpins our confidence that a number of these investments will also become longer-term compounders over time. We remain cautious about the investment and realisation market given the macroeconomic environment in general, the breadth of geopolitical risk and our belief that the full implications of the global recalibration of interest rates are still yet to work fully through the system. We will continue to look for opportunities to deploy capital into this uncertainty, but we will not change our patient and disciplined approach. We have a strong balance sheet and are under no pressure to sell companies if the price or terms do not properly reflect the prospects of the business." UK adopted international accounting standards. However, we also report a non-GAAP "Investment basis" which we believe aids users of our report to assess the Group's underlying operating performance. The Investment basis (which is unaudited) is an alternative performance measure ("APM") and is described later in this document. Total return and net assets are the same under the Investment basis and IFRS and we provide a reconciliation of our Investment basis financial statements to the IFRS statements later in this document. The first page of this document until the end of the Financial review is prepared on an Investment basis. 10% 10% 1,886p 1,745p 1 Total return is defined as Total comprehensive income for the year, under both the Investment basis and the IFRS basis. 2 Financial measure defined as APM. Further information can be found later in this document. Disclaimer These half-year results have been prepared solely to provide information to shareholders. They should not be relied on by any other party or for any other purpose. These half-year results may contain statements about the future, including certain statements about the future outlook for 3i Group plc and its subsidiaries ("3i" or "the Group"). These are not guarantees of future performance and will not be updated. Although we believe our expectations are based on reasonable assumptions, any statements about the future outlook may be influenced by factors that could cause actual outcomes and results to be materially different. 10.00am The Group delivered a good result in the first half of its financial year, generating a total return of £1,669 million September 2022 30 September 2023 29.75 pence July 2023 The macroeconomic, geopolitical and market backdrop remains challenging. This has led to a drop in consumer demand and to a general reduction in transaction activity. Our longer-term approach, based on permanent capital and active asset management of our portfolio companies, puts us in a good position to navigate these market conditions, as does our continuing discipline and patience in capital deployment and realisations. Action is again performing very strongly this year. We continue to see a real divergence in performance across our remaining Private Equity portfolio, with portfolio companies operating in the value-for-money, private label and healthcare sectors delivering good organic growth, offsetting weaker performance in our portfolio companies exposed to discretionary consumer spending and more cyclical end-markets. £1,826 million £127 million loss on foreign exchange translation, after the impact of foreign exchange hedging. Action generated a GIR of £1,700 million 30 June 2023 , 89% of our portfolio companies by value grew earnings, with particularly good performance from a number of our portfolio companies that have strong market positions as well as high-performing business models. However, we are not immune to the persistent macroeconomic headwinds that have so far defined 2023, and this is reflected in the softer performance that has continued across our discretionary consumer businesses, as well as across a number of portfolio companies that are moving through a more challenging phase of their respective end-market cycles. 1 October 2023 €7,912 million €6,062 million €740 million ), 31% and 44% ahead of the same period last year. Over the same period, like-for-like ("LFL") sales growth was 19.2%, driven primarily by higher customer footfall. The EBITDA margin of 13.5% reflects sales leverage and good cost control. Action added 153 stores in the first nine months of the year (nine months ended P9 2022: 150 stores), including 11 stores in Slovakia , its eleventh country and a new expansion market. The store roll-out across its more recent expansion markets, Italy Spain , continues at a fast pace with encouraging trading results. Action remains on track to add c.300 stores in 2023. The business opened two further distribution centres in the period, in France Europe 1 October 2023 €1,634 million . This includes our normal run-rate adjustment to reflect stores opened in the year. Our valuation multiple remains unchanged at 18.5x net of the liquidity discount, resulting in a valuation of £12,862 million 30 September 2023 October 2023 , Action successfully completed its debut US dollar term loan issuance in the US leveraged loan market. The issue was significantly oversubscribed, enabling it to be upsized in syndication by $500 million $1.5 billion and to be priced very attractively. The loan has been fully hedged back to euro, with 70% of the debt fixed at an all-in cost of 6.3%. This was an outstanding outcome for a debut issue by a European company in the US private debt markets and reflects significant enthusiasm amongst US investors for Action's impressive track record and growth prospects. As part of the transaction, S&P and Moody's upgraded Action's credit rating to BB Stable / Ba2 Stable. Action's total senior debt now stands at c. €4.5 billion €524 million €877 million gross proceeds from the share redemption to acquire further shares in Action, increasing our gross equity stake from 52.9% to 54.8%. October 2023 €8,848 million 29 October 2023 ("P10"). Action again delivered strong LFL sales growth at 13.4% for the month and added 32 stores to bring the year's total to P10 to 2,448 stores. After completing the debt issue and capital restructuring, Action's cash as at 3 November 2023 Royal Sanders  continues to deliver strong organic growth from its key customers and is consistently outgrowing the overall market. It is an established buy-and-build platform, and its most recent self-funded acquisition of Lenhart, which completed in April 2023 £38 million European Bakery Group ("EBG"). Panelto, an Irish bakery group specialised in bake-off artisan breads, joined EBG later in the period and established a UK Ireland platform for the combined group. The newly established platform is performing ahead of our original investment case with significant scope for further consolidation in what remains a highly fragmented market. AES continues to harness its unique position in the mechanical seal sector and delivered another period of strong financial, strategic and operational performance. Recent capital investment, including its new headquarters factory in Rotherham , will ensure that it remains at the forefront of precision engineering and reliability services on a sustainable basis. Cirtec Medical with several new contracts ramping up in the year to date, and additional programmes set to launch in 2024. The integration of key work streams from the acquisition of Precision Components from Q Holding is largely complete, with competencies from each business being leveraged across the Cirtec Medical group. The remaining business of Q Holding, Q Medical Devices, performed well in the period, driven by increased sales to key customers across its vascular unit and new product launches. ten23 health, our biologics focused contract development and manufacturing organisation ("CDMO") located in Basel Switzerland , has made good progress in 2023, significantly expanding its commercial pipeline since the start of the year and growing its manufacturing operations in Visp and its service offering at its Basel site. Following two consecutive years of outperformance, SaniSure has seen sales orders weaken in 2023 as a result of inventory destocking across the wider bioprocessing industry. The financial impact has been somewhat mitigated by a strong order book coming into 2023 and operational efficiencies implemented by management, ensuring that the business is well positioned as industry demand recovers. The company continues to launch new programmes and expand its sales and marketing footprint in new geographies. MAIT's earnings continued to grow steadily, driven by a combination of organic top-line growth and value accretive bolt-on acquisitions, including the June 2023 acquisition of etagis, a provider of production planning software for ERP systems, MAIT's sixth acquisition since our initial investment. MPM generated good growth across its core regions in the period, as it continues to expand its operations in the US, which is now its largest market. Following a sustained period of significant growth from the outset of the pandemic to well into 2022, Tato has faced challenging trading headwinds in 2023. Subdued DIY and construction end-markets, pressure on input costs driven by inflation and heightened pricing competition as a result of market consolidation, have resulted in reduced volumes and margins in Tato's core business. Importantly, there are some initial signs of trading conditions moderating in Tato's favour and, as one of the three leading global biocide businesses, Tato is well positioned for market recovery. Constraints on consumer discretionary spending have continued to impact performance in a small number of our portfolio companies. Luqom's trading remains impacted by lower consumer demand and by discounting in the market due to overstocking, whilst YDEON continues to experience muted demand across its core geographies. Over the course of 2023, WilsonHCG has faced a weaker white-collar recruiting market environment, with existing clients reducing recruiter spend and potential new clients exhibiting longer sales cycles, given market uncertainty. Management have taken steps to manage the short-term softness whilst ensuring that the business can respond quickly and scale once positive recruitment sentiment returns. Formel D's recovery remains challenging, which has been reflected in its performance in the period. £31 million , or 2% on opening value in the period. 3i Infrastructure plc ("3iN") generated a total return on its opening NAV of 6.3% in the six months to 30 September 2023 351.4 pence per share. Its underlying portfolio continues to perform ahead of the expectations set at the beginning of this financial year, with particularly strong performance from Tampnet and TCR offsetting softer performance in DNS:NET. Despite the continued robust returns generated by its underlying portfolio, 3iN's share price decreased to 304 pence 313 pence ), reflecting wider market sentiment and weaker demand for the shares of listed infrastructure investment companies. 3iN agreed to sell its stake in Attero in the period for proceeds of c. €215 million 31 March 2023 We continued to develop our North American Infrastructure platform with a new investment in AmWaste, a provider of non-hazardous solid waste disposal services in the south eastern region of the US. Regional Rail continues to scale its platform via bolt-on acquisitions, acquiring rail assets from the Clinton Terminal Railroad North Carolina . Our proprietary capital investment in Smarte Carte continues to outperform expectations through positive contract economics, sustained US domestic travel and improved international traffic. Scandlines Scandlines performed steadily in the period. Leisure traffic volumes were ahead of last year after a strong summer. This offset the impact of a weaker freight market, as a result of the more challenging macroeconomic backdrop. Cash generation remains strong and we received a dividend of £10 million Sustainability We are making good progress on our sustainability agenda. In particular, our ESG Committee continues to meet frequently to oversee a number of climate-focused initiatives. We are formulating our near-term science-based targets to reduce our greenhouse gas ("GHG") emissions and enhancing our portfolio data collection capabilities, including the collection of portfolio GHG emissions data. We are also refining our assessment of climate-related risks and opportunities in our investment and portfolio management processes through further climate scenario analysis. We will report in alignment with the TCFD framework by the 2024 deadline set by the FCA Balance sheet, liquidity, foreign exchange and dividend During the period, we further strengthened our liquidity profile through the successful issue of a six year €500 million £55 million £412 million ) following the payment of the second FY2023 dividend and crystallisation of a portion of carried interest payable related to Action, including the completion of the previously announced £200 million £900 million As we move into the second half of our financial year we remain cautious on realisations but expect to receive good cash inflows from refinancing proceeds and dividends. Following Action's US debt issue in October 2023 €877 million £107 million 26.50 pence per share, which is half of our FY2023 total dividend. This first FY2024 dividend will be paid to shareholders on 12 January 2024 Valuation We continue to take a long-term, through-the-cycle view on the multiples used to value our portfolio companies, consistent with how we drive value creation in our portfolio and governed by our robust valuation process, with independent challenge from our auditors and the Board's Valuations Committee. In our Private Equity portfolio, we have reflected instances of weaker trading performance and declines in the relevant valuation peer groups by reducing four valuation multiples in the period. These reductions are in addition to the eight reductions made in FY2023. We increased two valuation multiples in the period, reflecting the progress of each business against its investment case, including recent bolt-on activity. Our non-Action portfolio was valued at a weighted average of 12.9x EBITDA at 30 September 2023 31 March 2023 : 13.1x). The average valuation level is well supported by the investment cases which underpin our portfolio and by our aim to generate at least a 2.0x return on their invested cost. We take the same long-term, through-the-cycle view on Action's multiple and its current LTM run-rate EBITDA post-discount multiple of 18.5x remains supported by its continued superior performance against its North American and European value-for-money retail peers. Action's excellent growth meant its valuation at 30 September 2022 Outlook Against a tough macroeconomic environment, we delivered another good result in the period for 3i. Action continues to perform very well. Its LFL sales growth, continued new store expansion and significant free cash flow from operations have once again underlined what an exceptional business it is. The strong performance of a number of our other investments in the value-for-money, private label and healthcare sectors underpins our confidence that a number of these investments will also become longer-term compounders over time. We remain cautious about the investment and realisation market given the macroeconomic environment in general, the breadth of geopolitical risk and our belief that the full implications of the global recalibration of interest rates are still yet to work fully through the system. We will continue to look for opportunities to deploy capital into this uncertainty, but we will not change our patient and disciplined approach. We have a strong balance sheet and are under no pressure to sell companies if the price or terms do not properly reflect the prospects of the business. £1,826 million September 2022 : 16%), including a loss on foreign exchange on investments, after the impact of foreign exchange hedging, of £127 million 1 1,907 40 19 11% 30 September 2023 July 2023 50 in the six months to 30 September 2023 Date April 2023 June 2023 June 2023 August 2023 Dutch Bakery combined with coolback, a German bakery group specialised in bake-off bread, to create the EBG, a pan-European bakery platform. We supported this acquisition with a £38 million UK Ireland platform within the group. This acquisition was self-funded. We continued to develop ten23 health with a further investment of £12 million Royal Sanders with the acquisition of Lenhart, a manufacturer of private label products for the personal care industry, as well as for MAIT with the completion of its software acquisition in etagis, a provider of ERP solutions, software development and consulting services. AES completed the acquisition of Triseal, a company specialising in mechanical seals and rotating equipment. Portfolio performance in the six months to 30 September 22 1 More information on our valuation methodology, including definitions and rationale, is included in our Annual report and accounts 2023 on page 229. Action performance and valuation As detailed in the Chief Executive's review, Action continues to perform very well. In the 12 months to the end of its P9 2023 (which ended 1 October 2023 €1,634 million . The LTM run-rate earnings used included our normal adjustment to reflect stores opened in the year. We continue to value Action at a multiple of 18.5x net of the liquidity discount ( 31 March 2023 €941 million and a net debt to LTM run-rate earnings ratio of 1.3x. Further details on Action's capital restructuring in October 2023 £12,862 million £1,810 million Last nine months to P9 2022 ( Last 12 months to P9 2022 ( £353 million £219 million Royal Sanders continues to benefit from operating in a non-cyclical defensive industry with increased volumes from its key customers delivering growth ahead of the overall market. Its recent bolt-on acquisitions, including the acquisition of Lenhart in April 2023 Royal Sanders as a key consolidator in its market. The newly formed EBG (as detailed under Investment activity above) is performing ahead of our expectations, as Dutch Bakery's trading momentum continues, and coolback and Panelto are both showing good volume growth and integrating well within the overall group. AES delivered another period of outperformance, following a stronger than expected increase in sales volumes. AES's commitment to scaling and investment in the latest manufacturing technology and reliability services positions the business well for continued growth in its market. It completed the bolt-on acquisition of Triseal in the period. Cirtec Medical is positioned for a strong end to the year. The integration of Precision Components, which it acquired from our portfolio company Q Holding, is largely complete, enabling Cirtec Medical to penetrate new markets, and recent trading shows a good increase in orders from existing and new customers. The remaining business of Q Holding, Q Medical Devices, has seen higher demand from its vascular unit customers and has benefited from operational initiatives across its sites which have resulted in better productivity and improved margins. Since the start of 2023, ten23 health has seen a meaningful scale up of its manufacturing output across its sites in Basel Switzerland . This scaling of output has helped support the business secure a strong order pipeline in 2023 from new and existing customers. We will continue to support the business as it builds on this momentum and expands its service capability and manufacturing output. An industry-wide destocking of single-use consumables has resulted in a softer order book for SaniSure in 2023. SaniSure has somewhat mitigated these near-term headwinds with a strong order book coming into 2023 and with the implementation of process improvements and efficiencies. The medium to long-term outlook for the industry remains very positive and SaniSure is very well positioned to excel upon the market recovery. MAIT has seen good momentum in its performance through a combination of organic sales growth and strategic M&A,  completing the bolt-on acquisition of etagis in the period. MPM delivered sales growth across all of its key geographies in the period. Its now largest market, the US, has seen accelerated growth, with particularly encouraging sales and profitability from its online offering. A small number of our portfolio companies continue to face challenging trading conditions and weak end-markets. Tato's underperformance in 2023 is being driven primarily by weak DIY and construction end-markets, inflationary cost pressures and heightened pricing competition from the consolidation of its competitors. Encouragingly, recent trading is showing some signs of improvement. Luqom and YDEON continue to face a challenging discretionary consumer market driven by muted customer demand and the discounting in the market of excess stock. WilsonHCG has been impacted by a weaker hiring environment across its core business functions, and Formel D's recovery has slowed as its end-markets remain challenging. Overall, 89%1 of our Private Equity portfolio companies by value grew their earnings in the 12 months to 30 June 2023 June 2023 13,353 2  Includes top 20 Private Equity companies by value excluding ten23 health. This represents 97% of the Private Equity portfolio by value ( 31 March 2023 30 June 2023 1 October 2023 Leverage Our Private Equity portfolio is funded with all senior debt structures, with long-dated maturity profiles and, as at 30 September 2023 , 80% is repayable from 2026 and beyond. Across our Private Equity portfolio, term debt is well protected against interest rate rises with over two thirds of total term debt hedged at a weighted average tenor of more than three years. The average all-in debt cost across two thirds of the portfolio is 6%. Average leverage was 2.1x at 30 September 2023 31 March 2023 30 September 2023 31 March 2023 : 92%). Quoted holdings and companies with net cash are excluded from the calculation. Net debt and adjusted earnings as at 30 June 2023 Multiple movements When selecting multiples to value our portfolio companies we take a long-term, through-the-cycle approach and consider a number of factors including recent performance, outlook and bolt-on activity, comparable recent transactions and exit plans, and the performance of quoted comparable companies. At each reporting date our valuation multiples are considered as part of a robust valuation process, which includes independent challenge throughout, including from our external auditors, culminating in the quarterly Valuation Committee of the Board. In the period, capital markets remained relatively volatile due to rising inflation and interest rates and geopolitical uncertainty. Taking into consideration our valuation approach and market developments, we adjusted four of our valuation multiples down and two up, resulting in a net multiple-driven unrealised value loss of £23 million 30 September 2023 remained unchanged at 18.5x net of the liquidity discount. Based on the valuation at that date, a 1.0x movement in Action's post-discount multiple would increase or decrease the valuation of 3i's investment by £749 million Quoted portfolio Basic-Fit is the only quoted investment in our Private Equity portfolio. We recognised an unrealised value loss of £31 million September 2022 €26.86 £88 million £25.7 billion 1 Assets included in these vintages are disclosed in the Glossary at the end of this document. 2 Includes Action value of £10,646 million £8,220 million ) for 3i's direct share and including the stake held through the 2020 Co-investment vehicles. Overall, including the Buyouts 2010-12 vintage, 3i's share of Action value is £12,862 million 4 Vintage money multiple (GBP) includes realised and unrealised value as at the reporting date. £31 million September 2022 £8 million (3) 2 6 2% 30 September 2023 September 2022 31 March 2024 3iN's underlying portfolio continues to deliver strong earnings growth and reinvestment opportunities. There was particularly strong performance from Tampnet , TCR and Valorem, offsetting softer performance from DNS:NET which is experiencing a more challenging fibre sector outlook in Germany Berlin . In the period, 3iN announced the sale of its c.25% stake in Attero for expected net proceeds of c. €215 million €164 million £25 million platform We continue to develop our North American Infrastructure platform. In the period, we completed a new investment in AmWaste, a provider of non-hazardous solid waste disposal services in the south eastern region of the US and a further bolt-on acquisition for Regional Rail, with the acquisition of rail assets from Clinton Terminal Railroad North Carolina March 2023 expectations. EC Waste saw good performance from its residential collection contracts, landfill operations and through contract wins for debris clean ups, offsetting higher expenses. Regional Rail and EC Waste were valued on a DCF basis at 30 September 2023 During the period, our North American Infrastructure platform received further external commitments. This resulted in a pro-rata rebalancing of existing platform holdings which resulted in proceeds to 3i of £18 both performed in line with expectations in the period. Assets under management Infrastructure AUM was £6.6 billion at 30 September 2023 (31 March 2023: £6.4 billion) and we generated fee income of £34 million from our fund management activities in the period (September 2022: £30 million). Jun-17 Mar-223 Apr-18 2 % invested is the capital deployed into investments against the total Fund commitment. 3 First close completed in March 2022. 3i's proprietary capital infrastructure portfolio The Group's proprietary capital infrastructure portfolio consists of its 29% stake in 3iN, its investment in Smarte Carte and direct stakes in other managed funds. Quoted stake in 3iN At 30 September 2023, our 29% stake in 3iN was valued at £818 million (31 March 2023: £841 million) as a result of a 2.7% decrease in 3iN's share price to 304 pence in the period (31 March 2023: 313 pence). We recognised an unrealised loss of £23 million (September 2022: unrealised loss of £117 million), offset by £15 million of dividend income (September 2022: £14 million). North America Infrastructure proprietary capital Smarte Carte performed well in the period. Strong US domestic leisure travel demand and further improvements in international travel volumes drove better than expected performance across all lines of business. At 30 September 2023, the business was valued on a DCF basis. in the six months to 30 September (47) 1 More information on our valuation methodology, including definitions and rationale, is included in our Annual report and accounts 2023 on page 229. Scandlines generated a GIR of £10 million (September 2022: £11 million) or 2% of opening portfolio value in the period (September 2022: 2%). 7 2% Performance Scandlines performed steadily in the period, with leisure volumes ahead of a strong prior year and of pre-pandemic levels. After back-to-back record years, freight volumes have been impacted by a more challenging macroeconomic backdrop. Cash generation in the business remains good and we received a dividend of £10 million in the period. At 30 September 2023, Scandlines was valued at £547 million (31 March 2023: £554 million) on a DCF basis. Foreign exchange We hedge the balance sheet value of our investment in Scandlines for foreign exchange translation risk. We recognised a loss of £7 million on foreign exchange translation (September 2022: £21 million gain) offset by a fair value gain of £7 million (September 2022: £22 million loss) from derivatives in our hedging programme. Overview of financial performance We generated a total return of £1,669 million, or a profit on opening shareholders' funds of 10%, in the six months to 30 September 2023 (September 2022: £1,765 million, or 14%). The diluted NAV per share at 30 September 2023 increased to 1,886 pence (31 March 2023: 1,745 pence) including the 11 pence per share loss on foreign exchange translation in the period (September 2022: 74 pence per share gain), and after the payment of the second FY2023 dividend of £286 million, or 29.75 pence per share in July 2023 (September 2022: £262 million, 27.25 pence per share). 10% The GIR was £1,867 million in the period (September 2022: £2,016 million), driven by the very strong performance of Action and good contributions from a number of our portfolio companies operating in the value-for-money, private label and healthcare sectors, offset by weaker performance in our portfolio companies exposed to discretionary consumer spending and more cyclical end-markets. The GIR also includes a £119 million foreign exchange loss on translation of our investments, including the impact of foreign exchange hedging in the period (September 2022: £742 million gain). Further information on the Private Equity, Infrastructure and Scandlines valuations is included in the business reviews. 38 44 We generated an operating cash profit of £6 million in the period (September 2022: £17 million loss). Cash income increased to £88 million (September 2022: £67 million) principally due to an increase in dividend income and interest received compared to the same period last year. Cash operating expenses incurred during the period remained broadly in line with the prior period at £82 million (September 2022: £84 million). Net foreign exchange movements The Group recorded a total foreign exchange translation loss of £107 million, including the impact of foreign exchange hedging in the period, (September 2022: £711 million gain) as a result of sterling strengthening by 1% against the euro, which was partially offset by sterling weakening by 1% against the US dollar. At 30 September 2023, the notional value of the Group's forward foreign exchange contracts was €2.6 billion and $1.2 billion. The €2.6 billion includes the €600 million notional value of the forward foreign exchange contracts related to the Scandlines hedging programme. Table 17 sets out the sensitivity of net assets to foreign exchange movements at 30 September 2023 and sensitivity after the hedging programme 18,245 1 The sensitivity impact calculated on the net assets position includes the impact from foreign exchange hedging. Carried interest and performance fees We receive carried interest and performance fees from third-party funds and 3iN. We also pay carried interest and performance fees to participants in plans relating to returns from investments. In Private Equity (excluding Action) we typically accrue net carried interest payable of c.12% of GIR, based on the assumption that all investments are realised at their balance sheet value. In total, we accrued carried interest payable of £147 million (September 2022: £157 million) for Private Equity in the period. This was driven by the continued strong performance of the 2010-12 vintage, which holds Action, as well as by the return generated by other Private Equity carry vintages. In Infrastructure, following the agreed sale of Attero by 3iN, we recognised £21 million of performance fees receivable, of which £16 million was recognised as carried interest payable. Carried interest is paid to participants when cash proceeds have actually been received following a realisation, refinancing event or other cash distribution and performance hurdles are passed in cash terms. Due to the length of time between investment and realisation, the schemes are usually active for a number of years and their participants include both current and previous employees of 3i. In the period, we completed the previously announced £200 million carried interest payment to participants in the Buyouts 2010-12 carry scheme and, in August 2023, we crystallised a further portion of the carried interest liability related to Action, resulting in a further payment of £258 million to participants in the same scheme. In total, carried interest and performance fee cash paid in the period was £510 million (September 2022: £39 million). The total performance fee cash received in the period was £37 million (September 2022: £51 million). Overall, the effect of the income statement charge, the cash payments, as well as the currency translation meant that the balance sheet carried interest and performance fees payable decreased to £985 million at 30 September 2023 (31 March 2023: £1,351 million). Following Action's capital restructuring in October 2023, as detailed in the Chief Executive's review, 3i's gross investment in Action increased from 52.9% to 54.8% and 3i's investment in Action, net of carry, increased from 50% to 52%. In Private Equity, in relation to Action, we will accrue net carried interest payable of c.5% of Action GIR. £m Private Equity Private Equity £m Private Equity Private Equity Balance sheet and liquidity During the period, we successfully issued a six year €500 million euro bond at a coupon of 4.875%, further strengthening our liquidity profile. At 30 September 2023, the Group had net debt of £1,153 million (31 March 2023: £363 million) and gearing of 6% (31 March 2023: 2%) following the payment of carried interest and performance fees payable of £510 million and the second FY2023 dividend of £286 million. The Group had liquidity of £955 million at 30 September 2023 (31 March 2023: £1,312 million) comprising cash and deposits of £55 million (31 March 2023: £412 million) and an undrawn RCF of £900 million (31 March 2023: £900 million). Following Action's US debt issue in October 2023, we have received gross proceeds of €877 million of which we have retained €353 million. The investment portfolio value increased to £20,255 million at 30 September 2023 (31 March 2023: £18,388 million) mainly driven by unrealised profits of £1,909 million in the period. £m 26 (985) Going concern The Half-year consolidated financial statements are prepared on a going concern basis following the assessment by the Directors, taking into account the Group's current performance and outlook. Alternative Performance Measures ("APMs") We assess our performance using a variety of measures that are not specifically defined under IFRS and are therefore termed APMs. The APMs that we use may not be directly comparable with those used by other companies. Our Investment basis is itself an APM. The explanation of and rationale for the Investment basis and its reconciliation to IFRS is provided later in this document. The table below defines our additional APMs and should be read in conjunction with our Annual report and accounts 2023. Purpose A measure of the performance of our investment portfolio. For further information, see the Group KPIs in our Annual report and accounts 2023. Calculation It is calculated as the gross investment return, as shown in the Investment basis Consolidated statement of comprehensive income, as a % of the opening portfolio value. Reconciliation to IFRS The equivalent balances under IFRS and the reconciliation to the Investment basis are shown in the Reconciliation of consolidated statement of comprehensive income and the Reconciliation of consolidated statement of financial position respectively. Cash realisation Purpose Cash proceeds from our investments support our returns to shareholders, as well as our ability to invest in new opportunities. For further information, see the Group KPIs in our Annual report and accounts 2023. Calculation The cash received from the disposal of investments in the period as shown in the Investment basis Consolidated cash flow statement. Reconciliation to IFRS The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of consolidated cash flow statement. Cash investment Purpose Identifying new opportunities in which to invest proprietary capital is the primary driver of the Group's ability to deliver attractive returns. For further information, see the Group KPIs in our Annual report and accounts 2023. Calculation The cash paid to acquire investments and recognising syndications in the period as shown on the Investment basis Consolidated cash flow statement. Reconciliation to IFRS The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of consolidated cash flow statement. Operating cash profit/(loss) Purpose By covering the cash cost of running the business with cash income, we reduce the potential dilution of capital returns. For further information, see the Group KPIs in our Annual report and accounts 2023. Calculation The cash income from the portfolio (interest, dividends and fees) together with fees received from external funds less cash operating expenses and leases payments as shown on the Investment basis Consolidated cash flow statement. The calculation is shown in Table 16 of the Overview of financial performance. Reconciliation to IFRS The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of consolidated cash flow statement. Net cash/(net debt) Purpose A measure of the available cash to invest in the business and an indicator of the financial risk in the Group's balance sheet. Calculation Cash and cash equivalents plus deposits less loans and borrowings as shown on the Investment basis Consolidated statement of financial position. Reconciliation to IFRS The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of consolidated statement of financial position. Gearing Calculation Net debt (as defined above) as a % of the Group's net assets under the Investment basis. It cannot be less than zero. Reconciliation to IFRS The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of consolidated statement of financial position. 3i's risk appetite statement, approach to risk management and governance structure are set out in the Risk section of the Annual report and accounts 2023, which can be accessed on the Group's website at www.3i.com . Notwithstanding the continued global economic uncertainties and increased geopolitical tensions in the period, the principal risks to the achievement of the Group's strategic objectives are unchanged from those reported on pages 87 to 91 of the Annual report and accounts 2023 and remain broadly stable in terms of impact and likelihood. The Group's principal risks continue to be closely monitored and may be subject to change. Principal risks External - Risks arising from external factors including political, legal, regulatory, economic and competitor changes, which affect the Group's investment portfolio and operations. Most of the external risk factors are continuations of themes outlined at the time of the Annual report and accounts 2023. These include the increased cost of living, higher interest rates and lower forecast economic growth. These combined headwinds have the potential to affect trading performance, liquidity and valuations in varying degrees across 3i's investment portfolio. As outlined below, 3i has a well-funded balance sheet and carefully constructed portfolio of international companies operating in a range of different sectors, which has performed well overall in a challenging environment. Middle East Investment - Risks in respect of specific asset investment decisions, the subsequent performance of an investment or exposure concentrations across business line portfolios. The portfolio continues to perform resiliently in the current market and economic conditions; notably those operating in the value-for-money, private label and healthcare sectors. However, some of our portfolio companies are more exposed to the impact of cost pressures and lower consumer discretionary spend and more cyclical end-markets, and are being closely monitored. In addition, an extended period of higher interest rates could impact debt markets and, in turn, potentially affect investment activity levels or refinancing plans. Operational - Risks arising from inadequate or failed processes, people and systems or from external factors affecting these. The Group's day-to-day operations are largely unchanged in the period. This includes the continued resilience and security of the Group's IT systems and maintenance of robust processes and internal controls. Staff turnover rates have been stable. Capital management - Risks in relation to the management of capital resources including liquidity risk, currency exposures and leverage risk. 3i's approach to capital management remains conservative, with a well-funded balance sheet. The Group issued a six year €500 million bond at a coupon of 4.875% in June 2023 providing additional liquidity and euro hedging. The investment and divestment pipeline and balance of investment and realisation flows are subject to regular reviews. The Half-year report provides an update on 3i's strategy and business performance, as well as on market conditions, which is relevant to the Group's overall risk profile and should be viewed in the context of the Group's risk management framework and principal risks as disclosed in the Annual report and accounts 2023. Reconciliation of the Investment basis to IFRS The Group makes investments in portfolio companies directly, held by 3i Group plc , and indirectly, held through intermediate holding company and partnership structures ("investment entity subsidiaries"). It also has other operational subsidiaries which provide services and other activities such as employment, regulatory activities, management and advice ("trading subsidiaries"). The application of IFRS 10 requires us to fair value a number of investment entity subsidiaries that were previously consolidated line by line. This fair value approach, applied at the investment entity subsidiary level, effectively obscures the performance of our proprietary capital investments and associated transactions occurring in the investment entity subsidiaries. The financial effect of the underlying portfolio companies and fee income, operating expenses and carried interest transactions occurring in investment entity subsidiaries are aggregated into a single value. Other items which were previously eliminated on consolidation are now included separately. To maintain transparency and aid understanding of our results, we include a separate non-GAAP "Investment basis" consolidated statement of comprehensive income, financial position and cash flow. The Investment basis is an APM and the Chief Executive's review and the Business and financial review are prepared using the Investment basis, as we believe it provides a more understandable view of our performance. Total return and net assets are equal under the Investment basis and IFRS; the Investment basis is simply a "look through" of IFRS 10 to present the underlying performance. A more detailed explanation of the effect of IFRS 10 is provided in the Annual report and accounts 2023 on page 73. Reconciliation between Investment basis and IFRS A detailed reconciliation from the Investment basis to IFRS basis of the Consolidated statement of comprehensive income, Consolidated statement of financial position and Consolidated cash flow statement is shown later in this document. Six months to 30 September 2023 Six months to 30 September 2022 Investment 1,2 1,2 1 1,2 26 36 1 1,825 1,3 1,3 the income statement 1,4 to the income statement - - ("Total return") Notes: 1 Applying IFRS 10 to the Consolidated statement of comprehensive income consolidates the line items of a number of previously consolidated subsidiaries into a single line item "Fair value movements on investment entity subsidiaries". In the Investment basis accounts we have disaggregated these line items to analyse our total return as if these investment entity subsidiaries were fully consolidated, consistent with prior periods. The adjustments simply reclassify the Consolidated statement of comprehensive income of the Group, and the total return is equal under the Investment basis and the IFRS basis. 2 Realised profits, unrealised profits and portfolio income shown in the IFRS accounts only relate to portfolio companies that are held directly by 3i Group plc and not those portfolio companies held through investment entity subsidiaries. Realised profits, unrealised profits and portfolio income in relation to portfolio companies held through investment entity subsidiaries are aggregated into the single "Fair value movement on investment entity subsidiaries" line. This is the most significant reduction of information in our IFRS accounts. 3 Other items also aggregated into the "Fair value movements on investment entity subsidiaries" line include operating expenses, carried interest and performance fees receivable, carried interest and performance fees payable and tax. Operating expenses, carried interest and performance fees receivable and tax do not impact fair value movements on investment entity subsidiaries for the six months to 30 September 2023. 4 Foreign exchange movements have been reclassified under the Investment basis as foreign currency asset and liability movements. Movements within the investment entity subsidiaries are included within "Fair value movements on investment entity subsidiaries". As at 30 September 2023 As at 31 March 2023 Investment 1,2 1 Notes: 1 Applying IFRS 10 to the Consolidated statement of financial position aggregates the line items of investment entity subsidiaries into the single line item "Investments in investment entity subsidiaries". In the Investment basis, we have disaggregated these items to analyse our net assets as if the investment entity subsidiaries were consolidated. The adjustment reclassifies items in the Consolidated statement of financial position. There is no change to the net assets, although for reasons explained below, gross assets and gross liabilities are different. The disclosure relating to portfolio companies is significantly reduced by the aggregation, as the fair value of all investments held by investment entity subsidiaries is aggregated into the "Investments in investment entity subsidiaries" line. We have disaggregated this fair value and disclosed the underlying portfolio holding in the relevant line item, ie quoted investments or unquoted investments. Other items which may be aggregated include carried interest, other assets and other payables, and the Investment basis presentation again disaggregates these items. 2 Intercompany balances between investment entity subsidiaries and trading subsidiaries also impact the transparency of our results under the IFRS basis. If an investment entity subsidiary has an intercompany balance with a consolidated trading subsidiary of the Group, then the asset or liability of the investment entity subsidiary will be aggregated into its fair value, while the asset or liability of the consolidated trading subsidiary will be disclosed as an asset or liability in the Consolidated statement of financial position of the Group. 3 Investment basis financial statements are prepared for performance measurement and therefore reserves are not analysed separately under this basis. Six months to 30 September 2023 Six months to 30 September 2022 Investment Purchase of investments 1 1 45 38 1 1 (468) Issue of shares - 114 Purchase of property, plant and equipment (1) (1) 2 2 1 2 Notes: 1 The Consolidated cash flow statement is impacted by the application of IFRS 10 as cash flows to and from investment entity subsidiaries are disclosed, rather than the cash flows to and from the underlying portfolio. Therefore, in our Investment basis financial statements, we have disclosed our consolidated cash flow statement on a "look through" basis, in order to reflect the underlying sources and uses of cash flows and disclose the underlying investment activity. 2 There is a difference between the change in cash and cash equivalents of the Investment basis financial statements and the IFRS financial statements because there are cash balances held in investment entity subsidiaries. Cash held within investment entity subsidiaries will not be shown in the IFRS statements but will be seen in the Investment basis statements. 2 3 8 14 26 4 11 1,686 4 (34) (3) - (3) 1,669 8 3 24 (46) (22) Condensed consolidated statement of changes in equity the period - - - - 719 1 Refer to the Glossary at the end of this document for the nature of the capital and revenue reserves. the period - - - - 719 1 Refer to the Glossary at the end of this document for the nature of the capital and revenue reserves. Purchase of investments (430) 157 45 38 37 (29) (232) Issue of shares - 114 Purchases of property, plant and equipment (1) (1) (119) 162 (2) 41 The Half-year condensed consolidated financial statements of 3i Group plc Financial Conduct Authority UK . The Half-year condensed consolidated financial statements should be read in conjunction with the Annual report and accounts 2023 which have been prepared and approved by the Directors in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with UK -adopted international accounting standards. The Annual report and accounts for the year ended 31 March 2024 will be prepared in accordance with UK The following standards, amendments and interpretations have been adopted by the Group for the first time during the period. These new standards have not had a material impact on the Group. IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies The Half-year condensed consolidated financial statements are presented to the nearest million sterling (£m), the functional currency of the Company. The accounting policies applied by 3i Group plc for the Half-year condensed consolidated financial statements are consistent with those described on pages 167 to 207 of the Annual report and accounts 2023. There was no change in the current period to the critical accounting estimates and judgements applied in 2023, which are stated on page 167 of the Annual report and accounts 2023. The financial information for the year ended 31 March 2023 and for the six months ended 30 September 2023 contained within this Half-year report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The statutory accounts for the year to 31 March 2023, prepared under IFRS in conformity with the requirements of the Companies Act 2006, have been reported on by KPMG LLP and delivered to the Registrar of Companies. The report of the Auditor on these statutory accounts was unqualified and did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006. These condensed consolidated financial statements are prepared on a going concern basis. The Directors have made an assessment of going concern for a period of at least 12 months from the date of approval of the accounts, taking into account the Group's current performance, financial position and the principal and emerging risks facing the business. As detailed in the Chief Executive's review and Business and Financial review, the Group delivered a good result in the first half against a challenging macroeconomic and geopolitical backdrop. We continue to see strong performance from our portfolio companies operating in the value-for-money, private label and healthcare sectors offsetting weaker performance in our portfolio companies exposed to discretionary consumer spend and more cyclical end-markets. To support the going concern assessment the Directors considered an analysis of the Group's liquidity, solvency and regulatory capital position. The Group manages and monitors liquidity regularly, ensuring it is adequate and sufficient and is underpinned by its monitoring of investments, realisations, operating expenses and receipt of portfolio cash income. At 30 September 2023, the Group has liquidity of £955 million (31 March 2023: £1,312 million). Liquidity comprised of cash and deposits of £55 million (31 March 2023: £412 million) and an undrawn facility of £900 million (31 March 2023: £900 million), which has no financial covenants. During the period, we further strengthened our liquidity profile through the successful issue of a six year €500 million euro bond at a coupon of 4.875%. As a proprietary investor, the Group has a long-term, responsible investment approach, and is not subject to significant external pressure to realise investments before optimum value can be achieved. The Board has the ability to take certain actions to help support the Group in adverse circumstances. Mitigating actions within management control during extended periods of low liquidity include, for example, drawing on the existing RCF or temporarily reducing new investment levels. Having performed the assessment on going concern, the Directors considered it appropriate to prepare the condensed consolidated financial statements of the Group on a going concern basis and have concluded that the Group has sufficient financial resources, is well placed to manage business risks in the current macroeconomic and geopolitical environment and can continue operations for a period of at least 12 months from the date of issue of these financial statements. The tables below are presented on the Investment basis which is the basis used by the chief operating decision maker, the Chief Executive, to monitor the performance of the Group. A description of the Investment basis and a reconciliation of the Investment basis to the IFRS financial statements is provided earlier in this document. Further detail on the Group's segmental analysis can be found on pages 171 to 173 of the Annual report and accounts 2023. The remaining Notes are prepared on an IFRS basis. £m 1 1,907 40 19 2 1,825 - (147) - 16,425 (149) 18,275 20,255 1 Realised proceeds may differ from cash proceeds due to timing of receipts. During the period, Infrastructure recognised realised proceeds of £18 million, which are to be received after the period end. 2 Cash investment per the segmental analysis is different to cash investment per the cash flow due to a £10 million investment in Private Equity which was recognised in FY2023 and paid in the period and a £5 million syndication in Infrastructure which was recognised in the period and to be received after the period end. 3 Includes capitalised interest and non-cash investment. 4 The total is the sum of Private Equity, Infrastructure and Scandlines. "Of which is Action" is part of Private Equity. Interest received, interest paid, exchange movements, other income, tax charge and re-measurements of defined benefit plans are not managed by segment by the chief operating decision maker and therefore have not been allocated to a specific segment. £m (4) 1,244 39 - 3 1,926 2 (157) - 12,420 690 14,483 16,417 1 Realised proceeds may differ from cash proceeds due to timing of receipts. During the period Private Equity received £2 million of cash proceeds which were recognised as realised proceeds in FY2022 and Infrastructure received £33 million of cash proceeds which were recognised as realised proceeds in FY2022. 2 Cash investment per the segmental analysis is different to cash investment per the cash flow due to a £57 million syndication in Infrastructure which was recognised in FY2022. 3 Includes capitalised interest and other non-cash investment. 4 The total is the sum of Private Equity, Infrastructure and Scandlines. "Of which is Action" is part of Private Equity. Interest received, interest paid, exchange movements, tax charge and re-measurements of defined benefit plans are not managed by segment by the chief operating decision maker and therefore have not been allocated to a specific segment. £m £m £m Of which: £m 657 Items from the Consolidated statement of comprehensive income which fall within the scope of IFRS 15 are included in the table below: £m 2 - £m 3 2 41 1 For fees receivable from external funds and carried interest and performance fees receivable the geography is based on the domicile of the fund. 2 Fees receivable and carried interest receivable above are different to the Investment basis figures included in Note 1. This is due to the fact that Note 1 is disclosed on the Investment basis and the table above is shown on the IFRS basis. For an explanation of the Investment basis and a reconciliation between Investment basis and IFRS basis earlier in this document. The calculation of basic net assets per share is based on the net assets and the number of shares in issue at the period end. When calculating the diluted net assets per share, the number of shares in issue is adjusted for the effect of all dilutive share awards. 18,245 Ordinary shares Share awards The calculation of basic earnings per share is based on the profit attributable to shareholders and the weighted average number of shares in issue. The weighted average shares in issue for the period to 30 September 2023 are 963,658,775 (30 September 2022: 962,660,451). When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all dilutive share awards. The diluted weighted average shares in issue for the period to 30 September 2023 are 966,205,837 (30 September 2022: 964,057,452). 1,672 Second dividend The dividend can be paid out of either the capital reserve or the revenue reserve subject to the investment trust rules. The distributable reserves of the parent company as at 30 September 2023 were £5,488 million (31 March 2023: £4,940 million) and the Board reviews the distributable reserves bi-annually, including consideration of any material changes since the most recent audited accounts, ahead of proposing any dividend. The Board also reviews the proposed dividends in the context of the requirements of being an approved investment trust. Shareholders are given the opportunity to approve the total dividend for the year at the Company's Annual General Meeting. Details of the Group's continuing viability and going concern can be found in the Risk management section on pages 78 to 91 of the Annual report and accounts 2023. This section should be read in conjunction with Note 11 on page 179 of the Annual report and accounts 2023, which provides more detail about initial recognition and subsequent measurement of investments at fair value. (2) (68) 9,518 1 All fair value movements relate to assets held at the end of the period and are recognised in unrealised profits on the revaluation of investments. 2 Other movements includes the impact of foreign exchange and accrued interest. 3i's investment portfolio is made up of longer-term investments, with average holding periods greater than one year, and thus is classified as non-current. The table below reconciles between purchase of investments in the cash flow statement and additions as disclosed in the table above. 916 7 908 1 Includes the transfer of £916 million (31 March 2023: £781 million) from the Buyouts 2010-12 partnerships which are classified as investment entity subsidiaries, relating to Action. Included within profit or loss is £14 million (30 September 2022: £15 million) of interest income. Interest income included £3 million (30 September 2022: £2 million) of accrued income capitalised during the period, £5 million of cash income (30 September 2022: nil) and £6 million (30 September 2022: £13 million) of accrued income remaining uncapitalised at the period end. Quoted investments are classified as Level 1 and unquoted investments are classified as Level 3 in the fair value hierarchy; see Note 9 for details. 8 Investments in investment entity subsidiaries This section should be read in conjunction with Note 12 on page 180 of the Annual report and accounts 2023, which provides more detail about accounting policies adopted, entities which are typically investment in investment entities and the determination of fair value. 430 (157) 524 (916) 10 7,844 1 Includes the transfer of £916 million (31 March 2023: £781 million) from the Buyouts 2010-12 partnerships which are classified as investment entity subsidiaries, relating to Action. Transfer of portfolio investments from investment entity subsidiaries includes the transfer of investment portfolio between investment entity subsidiaries and the Company at fair value. The consideration for these transfers can either be cash or intra-group receivables. 3i Group plc , the ultimate parent company, receives dividend income from its subsidiaries. There are no restrictions on the ability to transfer funds from these subsidiaries to the Group at 30 September 2023 (31 March 2023: £225 million). 3i Group plc continues to provide, where necessary, ongoing support to its investment entity subsidiaries for the purchase of portfolio investments. This section should be read in conjunction with Note 13 on pages 181 to 184 of the Annual report and accounts 2023, which provides more detail about accounting policies adopted, the definitions of the three levels of fair value hierarchy, valuation methods used in calculating fair value and the valuation framework which governs oversight of valuations. There have been no changes in the accounting policies adopted or the valuation methodologies used. Quoted equity instruments Level 2 Inputs other than quoted prices included in Level 1 that are observable either directly (ie as prices) or indirectly (ie derived from prices) Derivative financial instruments Unquoted investments The table below shows the classification of financial instruments held at fair value into the valuation hierarchy at 30 September 2023: - We determine that in the ordinary course of business, the net asset value of an investment entity subsidiary is considered to be the most appropriate to determine fair value. The underlying portfolio is valued under the same methodology as directly held investments, with any other assets or liabilities within investment entity subsidiaries fair valued in accordance with the Group's accounting policies. Note 8 details the Directors' considerations about the fair value of the underlying investment entity subsidiaries. The fair values of the Group's financial assets and liabilities not held at fair value, are not materially different from their carrying values, with the exception of loans and borrowings. The fair value of loans and borrowings is £1,076 million (31 March 2023: £686 million), determined with reference to their published