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Annual Report
2024
PARTNERS GROUP PRIVATE EQUITY LIMITED
Audited consolidated financial statements for the period from 1 January 2024 to 31 December
2024
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 2 | Annual Report 2024
Partners Group Private Equity Limited
Partners Group Private Equity Limited ("PGPE Ltd" or the "Company," formerly named Princess Private Equity Holding
Limited), is a closed-ended investment company domiciled in Guernsey that mainly provides equity capital to private com-
panies in the middle and upper middle market. The Company is managed by Partners Group AG ("Partners Group"). PGPE
Ltd primarily accesses investments directly, and to a lesser extent via Partners Group's private equity programs; the
Company also holds a small portfolio of legacy third-party fund investments that is currently in run-off. PGPE Ltd
aims to provide shareholders with long-term capital growth, as well as an attractive dividend yield. The shares are
traded on the Main Market of the London Stock Exchange.
The Company changed its name to Partners Group Private Equity Limited (abbreviated "PGPE Ltd") following shareholder
approval at the Annual General Meeting on 21 June 2024.
This document is not intended to be an investment advertisement or sales instrument; it constitutes neither an offer nor an attempt to solicit
offers for the product described herein. This report was prepared using financial information contained in the Company's books and records
as of the reporting date. The charts and figures detailed in the Chair's report, Investment approach, Private Equity market overview, Investment
Manager's report, Sustainability at Partners Group, Portfolio composition, Portfolio overview, Structural overview, Company information,
and Corporate governance sections of the Annual Report have not been audited. This report describes past performance, which may not
be indicative of future results. The value of shares and the income from them can go down as well as up as a result of market and currency
fluctuations and investors may not get back the amount they originally invested.
Cover image is for illustrative purposes only.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 3
Key figures
In EUR
31 December 2024 31 December 2023
Net Asset Value ("NAV")
1,039,067,601 979,245,455
NAV per share
15.03 14.16
Share price
10.70 10.38
Discount to NAV
28.8% 26.7%
Total dividend per share paid
0.71
0.73
Value of investments
1,075,049,044 1,029,059,020
Cash and cash equivalents
18,650,553 9,743,643
Undrawn credit facility
140,000,000 121,000,000
Market capitalization
739,917,498 717,789,124
Shares outstanding
69,151,168
69,151,168
Past performance is not indicative of future results. There is no assurance that similar investments will be made nor that similar results will
be achieved. Diversification does not ensure a profit or protect against loss. Investment return and the value of an investment will fluctuate.
Shares may be worth more or less than original cost when sold. Current performance may be lower or higher than performance shown. 1 Divi-
dend objective for 2024 is 5% of NAV at 31 December 2023. 2 Last twelve months' dividends divided by share price as of 31 December 2024. Both
PGPE Ltd NAV Total Return and Share Price Total Return start from 31 December 2014 and are scaled to 100. Total size of credit facility is
EUR 140 million.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 4 | Annual Report 2024
Table of contents
1 Chair's report 5
2 Investment approach 9
3 Private equity market overview 10
4 Investment Manager’s report 11
5 Sustainability at Partners Group 18
6 Portfolio composition 21
7 Portfolio overview 23
8 Structural overview 26
9 Company information 27
10 Corporate governance 29
10.1 Board of Directors 29
10.2 Directors' Report 31
10.3 Directors' Responsibilities Statement 39
10.4 Corporate Governance Report 41
10.5 Risk Report 47
11 Independent Auditor's report 51
12 Audited consolidated financial statements 60
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 5
1. Chair's report
Dear shareholder
2024 was a year of material progress at Partners Group Private Equity Ltd, as we completed the previously announced
changes at the Company and saw an improvement in underlying portfolio and NAV performance. In the Interim Report I
confirmed that we had strengthened the Board and adopted a clear and robust capital allocation policy. We also made
significant progress in improving engagement with shareholders, better market communication and positioning, and we
changed the name and branding of the Company. I also laid out two further objectives, namely:
■
to review in detail the investment management terms to ensure the Investment Manager is better aligned with the outcomes
for the Company and its shareholders and the effective cost to serve, which represents the largest deduction between
gross investment return and NAV total return to shareholders, is competitive; and
■
to analyze the levers of, and where possible to seek an improvement in, investment performance in absolute and relative
NAV total return.
On 19 February 2025 we announced significant changes to the commercial terms of the Investment Manager, which resulted
from extensive discussions between the Company’s advisers, the Board and the Investment Manager. I also set out below
some comments on performance for the full year 2024 and the results of the Board’s analysis on recent performance.
Changes to the Investment Management terms
The Board focused the review of the investment management terms on three key principles, namely to ensure the commercial
terms were:
■
fair on an absolute and relative basis;
■
simple to understand; and
■
aligned with shareholder outcomes.
As part of its detailed review, and in conjunction with its advisers, the Board conducted a review of the commercial terms
of the Investment Management Agreement relative to peers, including listed and unlisted private equity investment companies,
and other Partners Group managed vehicles. The changes below were announced on 19 February 2025, effective from 1
January 2025.
Investment management fee
The basis of calculating the investment management fee is as follows:
■
Old basis of investment management fee: the higher of net asset value or value of PGPE Ltd's gross assets; less any
temporary investments; plus unfunded commitments.
■
New basis of investment management fee: net asset value; less any temporary investments; plus unfunded commitments
to make direct investments.
Peter McKellar
Chair
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 6 | Annual Report 2024
The quarterly management fee rate of 0.375% remains unchanged and will continue to be accrued monthly and paid
quarterly in arrears.
An investment in PGPE Ltd enables shareholders to invest alongside the Investment Manager's other clients and access
a global portfolio of private companies that is not accessible to investors in public equity markets. Given that the transition
to a focus on direct investments is now nearly complete, with more than 99% of net assets in direct investments, this revised
management fee calculation will exclude primary and secondary fund investments (less than 0.7% of net assets at 31
December 2024).
Incentive fee
The old incentive fee arrangement was based on the realised gain (after deducting specific purchase and sales costs, but
before accounting for any management fee) for each of the Company’s investments, on a “deal-by-deal” basis in respect
of which the Company achieved an IRR of at least 8%, without reference to the overall net asset value performance of
PGPE Ltd. Certain shareholders requested to change the “deal by deal” mechanism to a more “fund as a whole” concept.
The revised incentive fee is payable on the NAV performance of the Company and is thus aligned with the NAV performance
for shareholders. The incentive fee remains at a rate of 15%, tested and paid on a semi-annual basis with monthly accruals.
The new incentive fee incorporates a high-water mark (“HWM”), whereby a performance fee will only be paid when the
Company's net asset value exceeds the level where a performance fee was previously paid (with the initial HWM being the
Company's net asset value at 31 December 2024), and also an annual cap. This new arrangement has the significant ad-
vantages of being calculated on the whole portfolio performance after accounting for all costs and of applying to all existing
and new investments, which a new “fund as a whole” approach operating from 1 January 2025 would not have done.
Additionally, the semi-annual payment of the performance fee is subject to the Company having sufficient liquidity when
the performance fee is due, which will be paid 30 days after the release of the Company’s interim and annual report and
accounts. Sufficient liquidity is defined as net indebtedness being less than 5% of the Company’s net asset value at the
relevant balance sheet date, with any unpaid incentive fee being deferred.
The Board believes that this new incentive fee structure is a more appropriate way to incentivize and reward the Investment
Manager to deliver performance across the Company’s whole portfolio for the benefit of shareholders.
Taken together, the Board believes, based on prior year’s performance, that the changes to the investment management
and incentive fees will reduce meaningfully the fees paid to the Investment Manager in an average year.
Performance in 2024 and results of review
For the full year 2024 the Company’s NAV total return and share price total return were 11.4% and 10.0% respectively.
This is demonstrably better than the NAV total return of 1.8% and -1.6% reported in the financial years ended 31 December
2023 and 2022 respectively. This improvement reflected an increasing number of full and partial exits and initial public of-
ferings ("IPOs") across the larger investments in the portfolio, with 4 of the top 10 investments at 1 January 2024 experiencing
a liquidity event during the year. Total distribution proceeds from investments received during the year were EUR 144.0
million (2023 – EUR 46.7 million), with the Company holding a further EUR 164.7 million in listed company equity from the
various IPOs at 31 December 2024. In addition, the unrealized portfolio of investments continued to see value
accretion, with the top 20 unrealized investments amounting to over 60% of the portfolio, delivering average earnings
growth over 2024 of 12%. Pleasingly, the NAV total return performance for the year was above the annualized ten-year
NAV total return of 10.8%. With an anticipated continuing recovery in the M&A market and with over 99% of net assets
focused on direct investments, it is hoped that 2025 will see further progress.
As highlighted previously, the Board has over the last year looked in detail at the performance of the Company’s investment
portfolio. It is evident that performance in 2022 and 2023 had been held back by macroeconomic headwinds that weighted
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 7
on valuations and on exit activity, delaying realizations, particularly amongst 2019 and earlier vintage year investments,
which at 1 January 2024 comprised over 50% of the investment portfolio by value. Moreover, for the 46 investments made
since 2020, while 8 investments are not performing in line with plan, the remainder have shown material revenue and
earnings growth, and despite higher entry multiples paid for 2021-22 vintage investments, these investments have started
to show meaningful unrealized value accretion. This bodes well for the future.
Capital allocation policy, dividend and share price discount
The Company announced a capital allocation policy in March 2024 that was seen as robust and leading within the sector.
At the heart of the new policy was a recognition of the importance of paying the current dividend objective of 5% of the
previous year end NAV and the opportunity to enhance NAV returns by buying back the Company’s shares from surplus
free cash flow at material share price to NAV discounts. The Board was careful to define surplus free cash flow.
At the current share price the prospective dividend yield is 7%, which the Board believes is very attractive and a key diff-
erentiator for the Company relative to the broader European listed private equity sector.
The Board has reaffirmed the existing capital allocation policy for the forthcoming year. It is anticipated that as distributions
from the Company’s investment portfolio continue, surplus free cash flow available for share buy backs should materialize.
Nevertheless, the Board is very mindful of the current share price to NAV discount, which moved between a low and high of
19% and 30% in 2024, and while it has been lower than most of the Company’s listed peers it is still too high on an abso-
lute basis. As the collective impact of the Board’s actions over the last 16 months and the anticipated improvement in
performance are reflected in the Company’s share price, the Board will continue to look at how the share price to NAV
discount can be closed.
Liquidity
Given my comments above about increasing distributions in 2024, coupled with a muted new investment environment, li-
quidity improved markedly, notwithstanding EUR 49.1 million in dividend payments during the year. At 31 December 2024
the Company had cash and cash equivalents of EUR 18.7 million and was undrawn on its EUR 140 million revolving credit
facility that expires in December 2026 (31 December 2023 – net indebtedness of EUR 9.3 million). Unfunded commitments
projected to be drawn over the next 2-4 years are approximately EUR 60-70 million (between 6-7% of 31 December 2024
NAV).
Board succession
Last year we strengthened the Board with the appointments of Axel Holtrup and Gerhard Roggemann, both of whom have
brought significant private equity and listed company experience to the Board. As we look forward, it is important that we
continue to have a strong, committed and active Board. With that in mind, we have already commenced the search for new
directors to succeed, in time, our longer-serving members. An announcement on the current phase of the succession plan
will be made in due course.
Update to investment objective and policy and amendment to Articles of Incorporation
The Company’s investment objective is to provide shareholders with long-term capital growth and an attractive dividend
yield through a diversified portfolio of private equity direct investments.
To reflect the completion of the transition of the Company’s portfolio to a focus on direct private equity investments, and as
part of the changes to the Investment Management Agreement announced in February 2025, the Company's investment
objective and policy were updated by way of minor changes to focus on (i) private equity, removing the ability to make in-
vestments in private infrastructure, private real estate, and private debt (other than for liquidity management) and (ii) direct
investments, removing the ability to make primary and secondary investments.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 8 | Annual Report 2024
Finally, from a documentary perspective, and in line with the ongoing revision and updating of the Company’s other key
documents, the Board is proposing a number of updates to the Company’s Articles of Incorporation (“Articles”) to reflect
current best practice. More details will be set out in the circular for the Annual General Meeting and a resolution seeking
approval of the new Articles will be proposed.
Outlook
We have entered a period of political uncertainty, much of it linked to news flow out of the US. This may weigh on the eco-
nomic outlook with downside risks to growth, while further progress on the disinflationary front is expected to prove more
challenging. This brings into question the path for further interest rate reductions. Notwithstanding, market commentators
expect some further pick up in the M&A market and in new deal and realization activity across global private equity. That,
coupled with the Investment Manager’s active approach to transaction sourcing and value creation, should result in a flow
of attractive investment opportunities and NAV accretion. As the Board completes the five objectives that we articulated in
late 2023 and early 2024, our key focus will be on performance and narrowing the share price to NAV discount.
Once again, I would like to take the opportunity to thank my fellow directors for their significant contribution and time com-
mitment over the last year, which has been substantial and is reflected in the actions undertaken by the Company. I would
also like to thank shareholders for their continued support and to remind existing and potential shareholders, as well as
market participants, that I am available to meet and I enjoy interacting and discussing the Company, its peers and the
broader private equity market.
Peter McKellar
Chair
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 9
Investment strategy
With a long-term investment approach, Partners Group combines thematic
sourcing with a highly active form of value creation the firm calls
"entrepreneurial governance". This places emphasis on pacing business
transformations to match the speed of change taking place in the
economy.
Changing market conditions, as well as transformative and regional trends,
can significantly affect the attractiveness of different sectors and industries.
Partners Group therefore seeks to optimize returns by dynamically
responding to market dislocations by conducting regular analyses to identify
and further define those sectors, regions, and industry strategies that it
believes are likely to offer higher value relative to other segments at that
time. This investment approach is supported by the combination of global
reach, local presence and deep industry expertise.
2. Investment approach
PGPE Ltd's investment activities are managed by Partners Group, one of the largest firms in the global private markets in-
dustry. Partners Group has over USD 150 billion in overall assets under management, of which USD 78 billion is in private
equity, and around 1,800 professionals across 21 offices worldwide.
Partners Group's global reach and local presence, as well as deep industry expertise across private markets, enables the
firm to successfully engage with industry leaders and entrepreneurs in all key markets. Partners Group’s private equity
business has an established transformational investing approach that transforms companies and builds long-term value.
In private equity, Partners Group’s deep thematic research enables the firm to identify high conviction sub-sectors supported
by resilient long-term global trends across four industry verticals: Technology, Health & Life, Goods & Products, and Services.
Through its entrepreneurial governance approach, the firm partners with management teams to build a value creation plan
around clearly defined strategic pillars. Partners Group leverages its differentiated culture and its operationally oriented
approach to identify attractive investment themes and to transform businesses and assets into market leaders.
All figures as of 31 December 2024. Assets under management figure is inclusive of all Partners Group affiliates.
PARTNERS GROUP PRIVATE EQUITY LIMITED
3. Private equity market overview
In 2024, the global economy succeeded in reaching a bal-
ance between growth and easing inflation; however, it dis-
played a mix of resilience and divergence across regions.
The United States continued to outperform Europe, driven
by strong private consumption and robust private sector
balance sheets. In 2025, we expect US growth to moderate
but relative outperformance over the euro area should
continue. Europe’s muted growth recovery is likely to remain
the state of play. Politics, however, will continue to be a
major factor in the outlook. Notable is the new US adminis-
tration under President Trump whose policies such as
tighter immigration and tariffs are expected to be inflationary
domestically. This comes at a time when inflation progress
has stalled as goods deflation appears to be over but with
services inflation moderating only slowly. On a year-on-year
basis, US headline Consumer Price Index ("CPI") inflation
ticked up again in the latter part of 2024, to 2.9% in
December. In the euro area, headline CPI inflation has also
edged higher over the period, to 2.4% in December, mainly
driven by energy base effects.
The wedge in inflation between the US and Europe along-
side differing economic momentum should drive divergence
among their respective central banks with slower monetary
normalization on the part of the Fed. The European Central
Bank and the Bank of England have already cut interest
rates in 2025, and we continue to expect them to remain
on track with their easing cycle. In the euro area, in partic-
ular, growth is still weak and if tariffs are imposed, we
see downside risks to inflation allowing further rate cuts.
The global private equity buyout activity rebounded in
2024 after two years of decline. The year began with a slow
start in Q1; however, activity surged in Q2, nearly doubling
to USD 120 billion. This momentum largely sustained
through Q3, albeit at a level slightly below the prior quarter.
This increased activity was supported by recalibrated
valuations, improved financing availability alongside declin-
ing cost of financing, and the substantial pool of dry powder
available for transactions. Despite these signs of normaliz-
ation, Q4 saw a notable slowdown, with activity dropping
to USD 75 billion.
As 2024 progressed, momentum built, although global
private equity exit activity remained below pandemic-era
levels. In Q1, activity increased compared to the depressed
first quarter of the previous year, while volumes in Q2 rose
yet remained below the previous year’s levels. This trend
continued through the following quarters, with Q4 recording
USD 111 billion in exit activity, still below the same quarter
of the prior year. Overall, exit activity demonstrated “slow
but steady” growth throughout the year as market conditions
gradually improved. Trade sales continued to be the most
common form of exit, followed by secondary buyouts.
Sources: Preqin; Partners Group Research. Buyout investments include buyout, public to private and secondary buyout. Exits include IPO, Private Placement,
Sale to management, trade sale and secondary buyout.
Page 10 | Annual Report 2024
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 11
4. Investment Manager’s report
In 2024, the narrative was one of growth, even amidst oc-
casional market volatility. This growth was primarily fueled
by the rapid advancement of new technologies, although
challenges like still-elevated inflation and geopolitical ten-
sions continued to cast a shadow. The year was marked
by cautious optimism as businesses adapted to a “brave
new world”. Throughout this evolving landscape, Partners
Group remained dedicated to its thematic strategy, focusing
on value creation through asset transformation and business
enhancement, effectively navigating a market gradually
returning to normal activity levels.
On track with long-term performance
The Company's NAV continued to develop positively over
the second half of 2024 and closed the reporting period at
EUR 15.03 per share. When including the total dividend of
EUR 0.71 per share paid to shareholders, this results in a
total NAV return of 11.4% for the year. This performance
is consistent with the long-term track record, which shows
a 10-year annual NAV total return of 10.8%.
The dividends paid to shareholders over the last twelve
months align with PGPE Ltd’s objective of distributing 5%
of the previous year-end NAV in semi-annual payments.
At the current share price, this results in a 7% dividend
yield. The share price increased by 10.0% on total return
basis over the reporting period. Although the discount to NAV
widened slightly this year due to broader market volatility,
the long-term share price total return performance stands
at 10.4%.
During 2024, particularly the second half of the year, IPO
markets became more conducive to transactions and in-
creasingly offered an attractive exit route. In March, Gal-
derma, a global dermatology company that develops,
manufactures, and distributes a range of medical and con-
sumer skin health solutions, announced its IPO on the SIX
Swiss Exchange, setting a positive tone. As the year pro-
gressed, PGPE Ltd achieved remarkable milestones, with
the listing of KinderCare Learning Centers (“KinderCare”),
a leading provider of early childhood education services in
the US, on the New York Stock Exchange in the third largest
IPO in the US in Q4 2024*, and Vishal Mega Mart
(“Vishal”), a leading retailer for middle- and lower-middle
income consumers in India, on India’s National Stock Ex-
change and Bombay Stock Exchange, achieving the single
largest capital gain in the history of Indian private equity.
The realization of these investments is expected to occur
over the next couple of years.
* Bloomberg (2025), ranked by offer size at effective date, excluding withdrawn listings.
For illustrative purposes only. Numbers may not add up due to rounding. Past performance is not indicative of future results. Value creation
includes interest and dividend income received by the Company.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 12 | Annual Report 2024
Value creation (+12.8%) and favorable currency movements
(+2.9%) contributed to the NAV growth in 2024. The largest
contributors during the reporting period were Vishal,
International Schools Partnership ("ISP"), DiversiTech and
SRS Distribution ("SRS").
All figures shown in the table above are calculated looking through
PGPE Ltd's investments in other Partners Group programs. YTD
Value Creation expressed as percentage of beginning of year NAV for
each investment.
■
VISHAL MEGA MART
Vishal, a leading Indian retailer, increased in reporting value
over the period based on its share price performance. Vishal
began trading on the National Stock Exchange and Bombay
Stock Exchange on 18 December 2024, pricing 1,026 million
shares of common stock at INR 78 per share, giving a fully
diluted equity value of INR 370 billion. The stock has traded
favorably post IPO, recording a 43.5% first-day IPO gain.
As part of the IPO, PGPE Ltd has sold approximately 23%
of its underlying investment in Vishal with an uplift of 36%*,
which resulted in a distribution during December of EUR
18.8 million. Based on the closing price of INR 111.93 after
Vishal's first trading day on the Stock Exchanges, PGPE
Ltd's interest in the company represents an uplift of around
79%*. PGPE Ltd is not expected to receive proceeds in the
short-term for the approximately remaining 77% of its
ownership in Vishal, while a lock-up period in connection
with the IPO has been agreed upon for pre-IPO stockholders.
■
INTERNATIONAL SCHOOLS PARTNERSHIP
The leading global K-12 schools group’s increased value
over the reporting period reflects its robust financial perform-
ance, which has been driven both by strong organic growth
and acquisitions. ISP has a strong acquisition team and
proven capabilities in onboarding new acquisitions and
delivering sustainable organic growth through its high-
quality offer and learning-focused philosophy. For the last
twelve-month ("LTM") period ending December 2024, ISP's
revenue and EBITDA each grew each by 36%.
■
DIVERSITECH
The manufacturer of components and supplies for the US
residential heating, ventilation, and air conditioning (“HVAC”)
market, increased in value driven by strong financial per-
formance, strategic acquisitions, and operational efficien-
cies. Throughout the year, DiversiTech benefited from lower
raw material and freight costs, productivity gains from
automation, and contributions from recent acquisitions, in-
cluding ILP, GUS, and Arctic Hayes, which enhanced the
company’s market presence in Europe and expanded its
product offerings. Despite competitive pricing pressures,
DiversiTech maintained healthy margins and sustained
growth in EBITDA, positioning itself favorably for continued
success in the evolving HVAC landscape. The company's
proactive approach to cost management and focus on
automation are expected to support its competitive edge
and drive future growth. For the LTM period ending
December 2024, DiversiTech's revenue and EBITDA grew
by 4% and 13% respectively.
Liquidity
Liquidity remains in a strong position as of 31 December
2024. PGPE Ltd has a revolving credit facility of EUR 140
million in place which is used for liquidity management
purposes. Following the receipt of distributions, the revolving
credit facility is fully repaid as at 31 December 2024, and
EUR 18.7 million in cash and cash equivalents further
strengthens the Company's liquidity position.
As of 31 December 2024, the total amount of unfunded
commitments was EUR 120.6 million. We anticipate that
approximately EUR 60-70 million will be funded over the
next two to four years, while the remaining portion is
expected to remain unfunded.
Investment activity
Over the reporting period, the Company invested a total of
EUR 31.3 million, including new investments in ROSEN
Group (“ROSEN”), Velvet Care, FairJourney Biologics
(“FairJourney”), Afileon and Pest Control Partnership. PGPE
Ltd also made several add-on investments in existing port-
folio companies to support operations and acquisition
pipelines. While equity investment activity continued to re-
cover gradually in 2024, the Investment Manager remained
focused on operational value creation initiatives at portfolio
companies and disciplined underwriting. In the first quarter
of 2024, the Company committed an additional EUR 20
million to the Partners Group Direct Equity V fund, bringing
the total commitment to the fund to EUR 50 million.
* Vishal's uplift compared to the last published report (October 2024)
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 13
All figures shown in the table above are calculated looking through
PGPE Ltd's investments in other Partners Group programs.
■
ROSEN GROUP
EUR 10.1 million was invested in ROSEN, a global provider
of recurring, regulatory-driven inspection and integrity
management services for energy transmission pipelines.
Headquartered in Switzerland, ROSEN's core business in-
volves the sending of high-tech, precision sensors through
pipelines to detect corrosion or minor cracks, helping cus-
tomers to optimize throughput and extend the useful life of
essential infrastructure assets. Value creation initiatives
include sales force and go-to-market optimization, and
continued investment in technological innovation, R&D, and
capital expenditure. As part of the transaction, the com-
pany's founder, Hermann Rosen, retained a significant
minority stake and a seat on the board of directors. With
the company performing well since initial investment and
on the back of healthy organic growth and deleveraging,
ROSEN completed a refinancing in October 2024 from
which a portion of the proceeds was used to fund a distri-
bution of EUR 2.3 million.
■
VELVET CARE
EUR 6.4 million was invested in Velvet Care, one of the
leading European manufacturers of hygiene paper products.
Headquartered in Klucze, Poland, with a history stretching
back to 1897, Velvet Care is one of the largest independent
manufacturers of branded and private-label hygiene paper
products, including toilet paper, paper towels, paper tissues,
and moist toilet paper, in Central and Eastern Europe. With
850 employees, Velvet Care distributes finished branded
and private-label products via supermarkets, discounters,
wholesalers, and other retailers. Its largest markets include
Poland, the Czech Republic, and Germany. Partners Group
will work with management to build on the company's strong
position and drive growth. Key value creation initiatives will
include expanding international reach; broadening the
product portfolio with a focus on high-growth categories;
and making targeted acquisitions.
■
FAIRJOURNEY BIOLOGICS
EUR 5.5 million was invested in FairJourney over the report-
ing period, a leading European antibody discovery Contract
Research Organization (“CRO”) based in Porto, Portugal.
Founded in 2012, FairJourney provides services for the
discovery, engineering, production, and characterization of
antibodies. FairJourney has worked with over 250 clients
across the globe to develop more than 4,000 unique
screening libraries for identifying antibodies. The company's
partnerships with its customers have yielded 14 therapies
that are currently in active clinical development to treat un-
met patient needs across oncology, immunology, and car-
diovascular disease. FairJourney is set to benefit from
structural market tailwinds, including increased R&D spend,
outsourcing trends, and a favorable regulatory landscape.
Partners Group will work with management on a value
creation plan for FairJourney that will expand its technology
and capabilities through organic and inorganic investment
to unlock faster, more effective drug development for its
partners.
■
AFILEON
EUR 2.6 million was invested in Afileon. Partners Group
formed Afileon with the goal of building the leading provider
of tax and accounting services to Germany's SME segment
through an active buy-and-build platform strategy. Partners
Group has extensive experience in developing buy-and-
build platforms and was particularly attracted to the Afileon
concept given the scale, resilience and fragmented nature
of the German accounting, tax and payroll services market.
Value creation initiatives will focus on execution of the buy-
and-build strategy, establishment of brand strategy, differ-
entiated customer marketing, cross-selling, and digital
transformation.
Distribution activity
Despite a subdued environment for exits, PGPE Ltd
achieved substantial distributions totaling EUR 144.0 million,
reaffirming the strength and quality of its portfolio. The sig-
nificant sum was predominantly driven by exits from portfolio
companies SRS and Civica, which contributed EUR 92.6
million. With IPO markets starting to open up, EUR 28.1
million was received from partial divestments in Vishal and
Galderma. The remaining balance of EUR 23.3 million was
received predominantly from other direct investments, un-
derscoring the benefits of diversification.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 14 | Annual Report 2024
All figures shown in the table above are calculated looking through
PGPE Ltd's investments in other Partners Group programs.
■
SRS DISTRIBUTION
EUR 70.4 million was received from the sale of SRS, which
was sold to The Home Depot, the world's largest home
improvement retailer, at an enterprise valuation of USD
18.25 billion. The transaction closed in June 2024, resulting
in an uplift over 30% compared to the last available NAV
prior to the transaction for PGPE Ltd. Based in the US, SRS
is one of the largest distributors of roofing, landscaping,
and pool supply products. Founded in 2008, SRS has grown
via acquisitions and greenfield branch openings, while
same-store sales growth benefitted from an expanding US
property market and rising roof replacement demand. The
company also expanded into several new distribution seg-
ments, including landscaping and swimming pools.
■
CIVICA
EUR 22.2 million came from the sale of Civica, a UK-based
provider of cloud software solutions for the public sector.
The transaction was announced in November 2023, but
the proceeds were received in 2024. Since Partners Group's
initial investment on behalf of its clients in 2017, Civica has
grown into a global leader in this space. Civica's software
is used by over 6,200 public sector customers for the run-
ning of essential government functions across four verticals,
including local government, healthcare, education, and
central government, enabling improved delivery of services
to citizens while reducing costs and boosting revenue and
productivity.
■
GALDERMA
EUR 9.3 million was received from Galderma in two
tranches following the gradual divestment. The company
listed in March and since then, the stock has traded posit-
ively, recording a growth in share price of 65% as of the
year end. The first distribution of EUR 6.0 million stemmed
from the sale of shares to L'Oréal, via an off-market block
trade that saw the French beauty and cosmetics group in-
vest for a 10% stake in Galderma, while the remaining part
was received through the sale of shares via an accelerated
bookbuild process, achieving a price that was over 50%
above Galderma's IPO valuation. As of 31 December 2024,
the remaining NAV of Galderma in the portfolio of PGPE
Ltd is EUR 28.1 million. The realization of the remaining
stake is expected to occur over time.
Portfolio composition
The portfolio is broadly diversified across regions and indus-
tries. With exposure to more than 70 individual companies
spanning various economic sectors, the portfolio is particu-
larly oriented towards the foundational resilient industries
that Partners Group targets in its thematic research. The
portfolio demonstrates diversity across multiple industries,
with the largest allocations in healthcare (26%), industrials
(26%) and consumer discretionary (19%), collectively rep-
resenting around 71% of the total portfolio value at 31
December 2024.
Moreover, the portfolio includes a well-balanced and attract-
ive mix of mature assets as well as companies that are in
their prime value creation phase. Around 50% of NAV was
invested before 2020, reflecting the part of the portfolio
which is closest to its realization phase. As of end of
December 2024, the portfolio’s regional diversification was
as follows: North America (44%), Europe (43%), and Asia
& Rest of World (13%).
With respect to the exposure by transaction type, the alloc-
ation to direct investments is almost complete, with current
allocation to third-party funds being less than 0.7% of NAV
at year end.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 15
Outlook
Financial markets are adjusting to a new era defined by
macroeconomic volatility and elevated uncertainty. In this
"brave new world", investors can no longer solely rely on
high levels of real growth or low interest rates to drive re-
turns. For private markets, this shift emphasizes the import-
ance of value creation through asset transformation and
identifying investment themes supported by long-term
secular trends.
At a macro level, the global economy continues to display
signs of overall resilience, but the outlook is heavily depend-
ent on US policy shifts, notably the potential for tariffs which
is fueling uncertainty. Inflation has moderated across major
developed economies, but recent upticks in the US in par-
ticular highlight ongoing challenges in fully cooling price
growth. Central banks are navigating this complex land-
scape with cautious monetary policy adjustments. In its
base case, Partners Group anticipates navigating an invest-
ment landscape characterized by inflation and interest rate
volatility, which will lead to fluctuations in valuations and
cash flows. This situation reinforces the need for disciplined
underwriting, with a careful approach to leverage as well
as a focus on margin resilience.
Partners Group
Investment Manager
PARTNERS GROUP PRIVATE EQUITY LIMITED
PGPE Ltd NAV:
EUR 78.5m / 7.6% NAV
Vintage:
2018
Industry:
Consumer discretionary
Region
Asia Pacific
Case Studies
Headquartered in Gurgaon, Vishal is a one-stop shopping destination for middle- and lower-middle income consumers in
India, serving a target market of around 225 million households and over 945 million individuals. Vishal serves its customers
through a pan-Indian network of more than 660 stores with a total footprint of 11.8 million sq. ft. of retail space. Vishal curates
a diverse range of merchandise across three major product categories: apparel, general merchandise, and fast-moving
consumer goods. This is achieved through Vishal’s own portfolio of brands as well as third-party brands to fulfill the daily
and aspirational requirements of consumers with a focus on variety, affordability, quality, and convenience.
Thematic conviction
The thematic tailwinds that enabled Partners Group to originally build conviction in Vishal’s growth prospects remain in
place today. This includes rising economic growth in India leading to higher disposable incomes, accelerating urbanization
driving increased foot-traffic at retail outlets, and expanding populations in Tier-2 cities and beyond.
Business building
Partners Group’s investment in Vishal took place in 2018 and the company has since demonstrated a period of strong
growth, with EBITDA rising over 55% in the last two years and revenues more than 60%. This reflects the successful exe-
cution of several transformational value creation initiatives, including store expansion, double-digit same-store sales growth,
and the implementation of operational efficiency improvements. Since Partner Group’s investment, Vishal launched its hy-
perlocal offering for its customers. Operating within an 8-10 km radius of its stores, the program allows customers to log
into the Vishal app, view the nearest store's inventory, and place orders for delivery within two hours at no charge, provided
the order meets a minimum amount.
In 2023, Vishal started operating out of its new central distribution center, which serves as the principal hub, facilitating
product dissemination to the regional distribution centers and stores across the country. The central distribution center is
located in North India, has a total floor area of approximately 0.57 million square feet, contains a warehouse built to cater
to all of Vishal's stores pan-India, and is equipped with dedicated truck parking areas, conveyors, bins and pallets.
In 2024, Vishal experienced significant milestones. On December 18, the company held its IPO, with shares soaring 43.5%
on the first day. During the year, Vishal celebrated the inauguration of its 600th store in India and has expanded its footprint
to 432 cities. By year-end, Vishal had successfully increased its store network to over 660 stores.
Day 1 Stock Price Performance
+43.5%
Stock price increase
>7x
MOIC
~ USD 5.5 billion
Public Market Cap
Source: Partners Group (2024). Shown NAV of Vishal is net of taxes, expenses and lock-up discount. Rationale: Vishal is Partners Group’s
largest private equity consumer investment in India. Day 1 Stock Price Performance at close on 18 December 2024, after first day of
trading. MOIC refers to Money On Invested Capital, in local currency.
Page 16 | Annual Report 2024
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 17
Founded in 1930 and headquartered in Chicago, Illinois, PremiStar, formerly known as Reedy Industries, operates 50+
branches across 16 states. The company is a trusted and critical outsourcing partner to its customers, providing technical
expertise to service complex equipment and systems with high costs of failure or downtime, across various end-markets
such as education, industrial, commercial office, healthcare, and municipal buildings. PremiStar provides aftermarket
equipment services including: (i) maintenance and repair – preventative maintenance, emergency repair and ad-hoc break-
fix work; (ii) retrofits and replacements – end-of-life replacements and equipment retrofits driven by “pull through” demand
from maintenance and repair contracts; (iii) energy efficiency projects, and (iv) new installations – design and installation
of HVAC systems for new construction or facility expansion.
Thematic conviction
Following thematic work and over 2 years of researching the industry, Partners Group identified PremiStar as a priority
asset. The firm’s investment in PremiStar aligns with its thematic conviction in the growing importance of HVAC services
in an increasingly energy-conscious and health-focused world. As the highly fragmented sector undergoes consolidation
with limited competition for acquisitions, the investment is strategically positioned to capitalize on this trend. Furthermore,
Partners Group's thematic research indicates a rising demand for efficient, brand-agnostic HVAC services, particularly in
light of the COVID-19 pandemic. These macro trends, combined with PremiStar's established presence, present a compelling
growth opportunity. The company's clear value proposition compared to Original Equipment Manufacturers, including faster
response times and cost-effectiveness, further strengthens Partners Group's conviction.
Business building
Partners Group is actively working on several value creation initiatives alongside PremiStar's management team. These
include strengthening the company's acquisition capabilities to accelerate platform building in the highly fragmented HVAC
industry by investing in acquisition resources to improve sourcing and execution capabilities as well as in post-acquisition
integration resources to reduce integration timelines. To sustain above-market EBITDA growth, PremiStar employed a
disciplined approach to scale and industrialize sales and account management capabilities, particularly for strategic client
accounts. At the same time, Partners Group worked with the business in driving operational effectiveness and efficiency
to support branch operations. Since Partners Group’s investment on behalf of its clients, the number of PremiStar branches
has more than doubled. Partners Group also aimed to improve PremiStar's technician workforce to establish best-in-class
technical expertise. Finally, digitalization has been a key focus area, with plans to expand the utilization of field-based
handheld technology application XOi to capture asset data and drive recommendations to customers while also implementing
a common ERP across the platform to improve operational efficiencies.
Rationale: PremiStar is a Partners Group commercial services investment in the US on the private equity directs platform made in 2021.
PGPE Ltd NAV:
EUR 11.7m / 1.1% NAV
Vintage:
2021
Industry:
Industrials
Region
North America
5. Sustainability at Partners Group
PGPE Ltd shares and is aligned with the purpose, culture, and values adopted by Partners Group in their charter and as
given in their Sustainability Report.
Partners Group has a strong commitment to sustainability. Creating lasting positive results is one of the core principles
of its charter and one that applies to all its activities as a firm. It guides its investment activities, its corporate activities and its
daily interactions with all stakeholders. Additional information can be found on Partners Group website
.
Partners Group's commitment to responsible investment is embedded in the company's charter, a document that defines
the essence of the firm and reflects who they are and what they do, every day.
Partners Group's commitment to responsible investment is longstanding. The Sustainability Team reviews on a continuous
basis the most recent industry sustainability frameworks and standards, while the Corporate Development team assesses
corporate level sustainability initiatives. The firm then selects and supports initiatives that are considered to be industry-
leading and contribute to an increase in know-how of sustainability considerations for its transformational investing approach,
or at the corporate level which help Partners Group to adhere to the highest sustainability oversight and governance
standards.
Source: Partners Group (2024). Although sustainability factors may be considered throughout the investment decision process, it should be
noted that sustainability is not the predominant strategy for PGPE Ltd.
Partners Group is dedicated to unlocking potential in private markets and delivering sustainable returns that positively impact
all stakeholders. This aligns with its fiduciary duty and return-generating goals. Factoring in sustainability considerations in
its investment activities is crucial to creating value for its clients and other stakeholders.
The sustainability journey began in 2006 with the establishment of the first Sustainability Directive. Partners Group was an
early adopter in private markets, signing up to the UN's Principles for Responsible Investment in 2008. Partners Group's
commitment to sustainability was reinforced in 2021 when it became the first global private markets firm included in the Dow
Jones Sustainability Indices ("DJSI"). In 2023, the firm integrated its Sustainability Strategy into its entrepreneurial gover-
nance model and business systems to ensure ongoing value creation and compliance with evolving regulations. In 2024,
Partners Group started to roll out the Net Zero Investment Framework for select portfolio companies.
Moving forward, the firm is dedicated to deepening the integration of sustainability into its investment practices to deliver
better long-term returns for its clients. It is proactive in complying with new regulations, seeing them as an opportunity to
enhance its results. As a responsible investor, Partners Group continually assesses sustainability risks and opportunities,
refining its strategy and governance to mitigate risks and create value. Its focus remains on achieving strong economic
growth, while also tying a portion of executive compensation to selected sustainability areas and priorities.
Page 18 | Annual Report 2024
PARTNERS GROUP PRIVATE EQUITY LIMITED
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 19
EyeCare Partners ("ECP") is the largest vertically integrated eye care provider in the US delivering comprehensive medi-
cal optometry, ophthalmology, and surgical vision care. With a network of over 700 doctors across multiple states, the
company serves millions of patients annually, offering a full spectrum of vision services, from routine exams to specialized
treatments and surgical procedures. ECP operates a scalable, data-driven platform, integrating clinical expertise, operational
efficiencies, and strategic growth initiatives to enhance patient outcomes and expand market presence.
The company’s EyeCare Partners Innovation Center drives clinical research and technological advancements, supporting
over 200 research studies aimed at improving treatment methodologies and patient care. As a leading consolidator in the
industry, ECP continues to expand through strategic acquisitions and investments in technology, infrastructure, and
workforce development. By combining clinical excellence, strong operational execution, and a commitment to patient-
centered care, ECP is shaping the future of vision health while strengthening its position as a market leader in integrated
eye care services.
For illustrative purposes only. There is no assurance that similar investments will be made. There is no assurance that targets will be
achieved. Although sustainability factors may be considered throughout the investment decision process, it should be noted that
sustainability is not the predominant strategy for PGPE Ltd. Source: Partners Group (2024).
PGPE Ltd NAV:
EUR 21.0m / 2.0% NAV
Vintage:
2020
Industry:
Health Care
Region
North America
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 20 | Annual Report 2024
Sustainability update
Climate Change
EyeCare Partners has committed to reducing Scope 1 & 2 emissions by 21% by 2027, with a long-term goal of achieving
net-zero emissions by 2050. The company has already made progress, reducing Scope 1 & 2 emissions by 29% year-over-
year, despite not yet having a formal greenhouse gas ("GHG") reduction strategy. Currently, 9% of its energy purchases
comes from renewable sources, and future efforts will focus on lighting upgrades, HVAC system optimization, waste reduction,
and alternative aesthetic gases to further minimize its environmental impact. EyeCare Partners is also working on a Carbon
Reduction Plan, tracking emissions and identifying opportunities for facility-level efficiency improvements.
Health & Safety
Employee health and safety remain a priority, with EyeCare Partners addressing high workplace injury rates by conducting
an impact assessment and developing a mitigation strategy to reduce lost workdays. The company has introduced monthly
workplace safety reviews to enforce compliance and minimize risk. Additionally, ECP is focused on improving workforce
retention, as turnover currently stands at 42%, above the industry average. With 82.2% of employees being women, the
company is working to reduce the 29% gender wage gap, which has been identified as a contributing factor to attrition. To
drive improvements, ECP is implementing a talent retention strategy, linking executive and management bonuses to turnover
key performance indicators ("KPIs") and fostering a more equitable workplace culture.
Patient Impact & Accessibility
EyeCare Partners serves a broad patient base, providing medical vision care to 4.43 million patients in 2023, with 27% of
visits covered by Medicare/Medicaid, ensuring affordability for underserved populations. Patient satisfaction remains high,
with an average Net Promoter Score of 87 across its clinics. Additionally, the company maintains a 99% Medicare MIPS
Quality Score for diabetic eye care, underscoring its commitment to clinical excellence. ECP continues to expand access
to vision care by refining its community outreach programs and ensuring high-quality treatment remains available regardless
of socioeconomic status.
Governance & Cybersecurity
EyeCare Partners has implemented the Partners Group Sustainability Governance Framework, ensuring board-level ESG
oversight. A sustainability-focused board director and management team are responsible for execution, with formal validation
of the company’s sustainability strategy. Governance initiatives also include mandatory ESG training for executives and
linking executive compensation to sustainability performance.
Cybersecurity has been identified as an area for improvement, with EyeCare Partners showing year-over-year performance
gains but still ranking second lowest in its portfolio in cybersecurity readiness. The company is focusing on business con-
tinuity, incident response, data backup, and multi-factor authentication to strengthen its security posture.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 21
6. Portfolio composition
Investments by regional focus
Rest of World
Investments by transaction type
Funds
Asia-Pacific
3%
1%
North America
44%
Direct
99%
Eur
43
Portfolio assets by industry sector Investments by stage
Consumer
Staples
3%
Real Estate
Services
5%
Financials
7%
Information
Technology
10%
Consumer
Discretionary
19%
Communication
Services
2%
Energy
2%
Materials
1%
Industrials
26%
Healthcare
26%
Buyout
Large-cap
39%
Other
3%
Buyout Small/
Mid-cap
58%
Investments by transaction type: based on the value of investments on a look-through basis as of reporting date. Direct investments refer
to those investments where PGPE Ltd holds an interest in a portfolio company, either directly (c.73% NAV) or through a Partners Group
program (c. 26% NAV).
10%
ope
%
PARTNERS GROUP PRIVATE EQUITY LIMITED
Investments by investment year
Economic currency exposure
2024
3%
Pre 2013
2%
2014
2%
2015
4%
CHF
5%
GBP
2%
Other
1%
2022
17%
2021
24%
2020
7%
2019
10%
2018
17%
2016
11%
2017
3%
U
4
EUR
46%
Economic currency exposure: figures are subject to estimates and rounding. Figures may not add up due to rounding. PGPE Ltd's eco-
nomic currency exposure comprises the NAV of its investments, as well as other balance sheet items such as cash, receivables, payables,
and foreign currency hedges, if applicable. Economic currency is defined as the currency in which the investment's business activity is
primarily conducted or value is derived, which may differ from its operating currency. Net currency exposure as per reporting date. The net
currency exposure is calculated looking through Partners Group programs.
Diversification does not ensure a profit or protect against a loss; the portfolio composition may change over time.
Figures may not add up due to rounding.
Page 22 | Annual Report 2024
INR
6%
SD
0%
7. Portfolio overview
Fifty largest direct investments (in EUR)
Since inception
Investment Industry sector Regional
focus
Financing category
Investment
year
Residual cost Net asset value % of NAV
PCI Pharma Services Healthcare NAM Buyout Small/Mid-cap 2016
0 91,081,075 8.8%
Vishal Mega Mart Consumer discretionary APC Buyout Small/Mid-cap 2018
0 78,509,771 7.6%
Emeria Real estate services WEU Buyout Large-cap 2021
42,904,832 56,155,633 5.4%
Ammega Industrials WEU Buyout Small/Mid-cap 2018
25,912,844 51,895,601 5.0%
DiversiTech Industrials NAM Buyout Large-cap 2021
26,206,503 50,143,627 4.8%
International Schools Partnership II Consumer discretionary WEU Buyout Small/Mid-cap 2021
19,568,949 40,728,626 3.9%
KinderCare Learning Companies Consumer discretionary NAM Buyout Small/Mid-cap 2015
4,413,960 38,302,657 3.7%
Techem Metering GmbH Industrials WEU Buyout Large-cap 2018
19,244,061 37,549,245 3.6%
Foundation Risk Partners Financials NAM Buyout Large-cap 2022
19,348,378 29,101,170 2.8%
Clario Healthcare NAM Buyout Large-cap 2020
13,544,407 28,307,379 2.7%
Galderma Healthcare WEU Buyout Large-cap 2019
2,955,844 28,076,513 2.7%
Breitling Consumer discretionary WEU Buyout Large-cap 2021
17,114,444 26,230,473 2.5%
Forterro Information technology WEU Buyout Small/Mid-cap 2022
13,308,613 21,726,093 2.1%
AlliedUniversal Industrials NAM Buyout Large-cap 2020
10,513,837 21,569,175 2.1%
Convex Group Limited Financials NAM Buyout Small/Mid-cap 2019
9,625,036 21,101,302 2.0%
Pharmathen Healthcare WEU Buyout Large-cap 2022
17,621,664 21,060,151 2.0%
EyeCare Partners Healthcare NAM Buyout Small/Mid-cap 2020
20,993,928 20,955,070 2.0%
United States Infrastructure Corporation II Industrials NAM Buyout Small/Mid-cap 2022
20,286,692 19,907,289 1.9%
Forefront Dermatology Healthcare NAM Buyout Large-cap 2022
13,223,837 19,452,465 1.9%
Telepass Industrials WEU Buyout Small/Mid-cap 2021
12,227,768 19,418,210 1.9%
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 23
Since inception
Investment Industry sector
Regional
focus
Financing category
Investment
year
Residual cost Net asset value % of NAV
Esentia Energy ROW Other 2014
13,759,802 19,390,279 1.9%
Idera Inc. Information technology NAM Buyout Small/Mid-cap 2021
4,724,394 19,093,413 1.8%
Apex Logistics Industrials APC Buyout Large-cap 2021
42,102 n.a. n.a.
SHL Industrials WEU Buyout Small/Mid-cap 2018
7,844,629 17,678,980 1.7%
Version 1 Information technology WEU Buyout Small/Mid-cap 2022
12,052,040 17,133,160 1.6%
Blue River PetCare, LLC Healthcare NAM Buyout Small/Mid-cap 2019
6,265,453 16,091,660 1.5%
Axel Springer SE Communication Services WEU Buyout Large-cap 2019
9,175,000 15,236,428 1.5%
Guardian Childcare & Education Consumer discretionary APC Buyout Small/Mid-cap 2016
6,998,900 15,143,596 1.5%
STADA Arzneimittel AG Healthcare WEU Buyout Large-cap 2017
6,225,411 14,962,286 1.4%
Wedgewood Pharmacy Consumer staples NAM Buyout Small/Mid-cap 2021
9,412,167 13,973,659 1.3%
Rovensa Materials WEU Buyout Large-cap 2020
8,640,288 13,616,210 1.3%
Precisely Information technology NAM Buyout Large-cap 2017
10,115,164 12,960,619 1.2%
Rosen Group Industrials WEU Buyout Large-cap 2024
8,058,047 12,319,906 1.2%
Confluent Health Healthcare NAM Buyout Small/Mid-cap 2019
5,606,873 12,223,555 1.2%
PremiStar Industrials NAM Buyout Small/Mid-cap 2021
7,493,937 11,704,446 1.1%
IDEMIA Information technology WEU Buyout Large-cap 2017
7,251,413 11,379,119 1.1%
VelocityEHS Information technology NAM Buyout Small/Mid-cap 2022
9,271,349 10,751,577 1.0%
Global Blue Financials WEU Buyout Small/Mid-cap 2012
0 9,855,078 0.9%
Velvet Care Consumer staples ROW Buyout Small/Mid-cap 2024
6,429,491 9,823,520 0.9%
BluSky Industrials NAM Buyout Small/Mid-cap 2021
10,594,377 9,545,358 0.9%
AmSurg Healthcare NAM Buyout Small/Mid-cap 2018
18,885,506 n.a. n.a.
Mimecast Information technology WEU Buyout Small/Mid-cap 2022
6,302,617 8,779,173 0.8%
TOUS Consumer discretionary WEU Buyout Small/Mid-cap 2015
3,030,578 7,525,514 0.7%
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 24 | Annual Report 2024
Since inception
Investment Industry sector
Regional
focus
Financing category
Investment
year
Residual cost Net asset value % of NAV
WM Morrison Supermarkets Limited Consumer staples WEU Buyout Large-cap 2021
8,974,651 7,523,239 0.7%
Polyconcept Consumer discretionary NAM Buyout Small/Mid-cap 2016
2,331,550 7,041,958 0.7%
Inovalon Healthcare NAM Buyout Large-cap 2021
4,925,381 n.a. n.a.
Ecom Express Limited Industrials APC Buyout Small/Mid-cap 2021
n.a. n.a. n.a.
Alliant Insurance Services, Inc. Financials NAM Buyout Large-cap 2021
2,801,925 6,305,765 0.6%
HTL Biotechnology Healthcare WEU Buyout Small/Mid-cap 2022
4,428,000 5,736,899 0.6%
CPA Global Industrials WEU Buyout Large-cap 2017
10,890,444 5,658,516 0.5%
Total fifty direct investments
521,547,084 1,032,725,439 99.4%
The portfolio's holdings are ranked by percentage of net asset value. Some figures (marked "n.a.") may not be disclosed for confidentiality reasons and therefore are not included in the totals in
the above table. Furthermore, some investments have been made through Partners Group pooling vehicles at no additional fees. The portfolio overview of PGPE Ltd has been prepared on a look
through basis, although the audited consolidated statement of financial position includes the valuation of certain Partners Group investment vehicles. Residual cost is the total investment cost net of
distributions from such an investment until the end of the reporting period. Negative residual costs (receipt of distributions > initial investment cost) will result in an amount of zero. Shown NAV of
Vishal Mega Mart is net of taxes, expenses and lock-up discount.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 25
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 26 | Annual Report 2024
8. Structural overview
Partners Group Private Equity Limited (formerly named
Princess Private Equity Holding Limited) is a Guernsey re-
gistered private equity holding company founded in May
1999 that invests in private market investments. In 1999
the Company raised USD 700 million through the issue of
a convertible bond and invested the capital by way of
commitments to private equity partnerships. The convertible
bond was converted into shares in December 2006. Con-
currently, the investment guidelines were amended and the
reporting currency changed from the US dollar to Euro. The
Company's shares were introduced for trading on the
Frankfurt Stock Exchange (trading symbol: PEY1) on 13
December 2006 and on the London Stock Exchange
(trading symbol: PEY) on 1 November 2007. The Company
consolidated all trading activity on the London Stock Ex-
change on 6 December 2012 and ceased being listed on
the Frankfurt Stock Exchange.
On 6 September 2017, the Company announced the inten-
tion to introduce an additional market quote in Sterling
(trading symbol: PEYS) for its existing ordinary shares on
the London Stock Exchange, alongside the Company's
existing Euro market quote. The purpose of the introduction
of the Sterling quote was to broaden the potential ownership
of the Company's ordinary shares. Following the introduc-
tion of the Sterling quote, which was admitted to trading on
8 September 2017, shareholders have the option to make
a dividend currency election to receive dividends in
Sterling. For the avoidance of doubt, all dividends continue
to be declared in Euros and the default currency for
dividend payments remains Euros.
On 25 June 2024, the Company confirmed its name change
to Partners Group Private Equity Limited, reflecting the
evolution of its portfolio and relationship with Partners
Group, its investment manager. To reflect the Company's
new name, the corporate website address was changed to
www.partnersgroupprivateequitylimited.com
.
PGPE Ltd aims to provide shareholders with long-term
capital growth and an attractive dividend yield. The Com-
pany's investments are managed on a discretionary basis
by Partners Group. The Investment Manager is responsible
for, amongst other services, selecting, acquiring, and
disposing of investments and carrying out financing
and
cash management services.
Partners Group is a global private markets investment
management firm with over USD 150 billion in investment
programs under management, of which USD 78 billion is
in private equity. Through the Investment Management
Agreement, PGPE Ltd benefits from the global presence,
size, and experience of the investment team.
1 100% owned by Partners Group Holding AG, Switzerland
2 Partners Group investment programs are on a net no fee basis and only PGPE Ltd's fees apply, i.e. no double fee layer
3 A portfolio of primary and secondary investments that are in wind-down and no new commitments to 3rd party funds will be made in the future
4 Formerly Princess Private Equity Holding Limited. All other Company details including the ISIN, SEDOL and TIDM remained unchanged
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 27
9. Company information
Administrator
Partners Group (Guernsey) Limited
Tudor House
Le Bordage
St. Peter Port
Guernsey GY1 1BT
Channel Islands
Auditor PricewaterhouseCoopers CI LLP
Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey, GY1 4ND
Channel Islands
Board of Directors Peter McKellar
Merise Wheatley
Fionnuala Carvill
Axel Holtrup
Gerhard Roggemann
(Chair)
(Chair of the Audit and Risk
Committee)
(Chair of the Management
Engagement Committee)
(appointed: 15 February 2024)
(appointed: 21 March 2024)
Past Director
Henning von der Forst
did not seek re-election at June 2024
AGM
Company secretary Aztec Financial Services (Guernsey) Limited
East Wing, Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3PP
Channel Islands
Currency denomination Euro
Dividends PGPE Ltd intends to pay a dividend of 5% p.a. on the previous year's closing
NAV
Incentive fee Basis of fee until 31 December 2024*:
No incentive fee on primary investments; 10% incentive fee per secondary
investment; 15% incentive fee per direct investment; subject in each case to
an 8% p.a. preferred return (with catch-up)
Incorporation 1999
*Please note the change in Management fee and Incentive fee effective from 1 January 2025, as mentioned earlier in the
Chair's report and disclosed in Note 21 (Events after the reporting date).
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 28 | Annual Report 2024
Investment Manager
Partners Group AG
Unternehmer-Park
6340 Baar
Switzerland
Investor relations pgpe-ltd@partnersgroup.com
Joint corporate brokers
JPMorgan Cazenove
Deutsche Numis
Listing London Stock Exchange
Management fee Basis of fee until 31 December 2024*:
1.5% p.a. of the higher of NAV or value of PGPE Ltd's assets less any
temporary investments plus unfunded commitments. With effect from 1 July
2020 unfunded commitments in respect of Primary and Secondary investments
are excluded.
Registered office Partners Group Private Equity Limited
Tudor House
Le Bordage
St. Peter Port
Guernsey GY1 1BT
Channel Islands
Securities
Structure
Fully paid-up ordinary registered shares
Guernsey company, authorised closed-ended fund in Guernsey
Trading information
ISIN (Euro and Sterling Quote):
GG00B28C2R28
WKN (Euro and Sterling Quote):
A0M5MA
Trading symbol (Euro Quote): PEY
Bloomberg (Euro Quote): PEY LN
Reuters (Euro Quote): PEY.L
Trading symbol (Sterling Quote): PEYS
Bloomberg (Sterling Quote): PEYS LN
Reuters (Sterling Quote): PEYS.L
Voting rights Each ordinary shareholder is entitled to one vote per ordinary share held
Website www.partnersgroupprivateequitylimited.com
*Please note the change in Management fee and Incentive fee effective from 1 January 2025, as mentioned earlier in the
Chair's report and disclosed in Note 21 (Events after the reporting date).
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 29
10. Corporate governance
10.1 Board of Directors
Peter McKellar
Chair of the Board
(appointed 23 November 2023)
Peter McKellar was appointed Chair of Partners Group Private Equity Limited (formerly Princess
Private Equity Holding Limited) in November 2023. He currently serves as a non-executive
director of 3i Group plc and Investcorp Capital plc and was a non-executive member of Scottish
Enterprise. He is also an advisor to Bonaccord Capital Partners. Previously, he was Executive
Chair and Global Head of Private Markets at Abrdn plc, overseeing £55 billion of assets under
management ("AUM") across private equity, infrastructure, real estate, natural resources and
certain private credit capabilities. Prior to that, he was Head of Private Equity and Infrastructure
at Standard Life Investments Ltd, and Lead Manager at Standard Life Private Equity Trust, a
London listed investment trust. Mr. McKellar has over 30 years of experience in private markets,
making direct investments, co-investments and fund investments, as well as being a member
and chair of various investment committees. Peter started his career at JP Morgan in New York
and London in 1987. Mr. McKellar holds a Bachelor of Law from Edinburgh University.
Fionnuala Carvill
Chair of Management Engagement Committee
(appointed 1 September 2018)
Fionnuala Carvill is a Guernsey resident and a Chartered Fellow of The Chartered Institute for
Securities & Investment; a Fellow of the London Institute of Banking & Finance (Chartered
Institute of Bankers); a Fellow of the Chartered Governance Institute and a Governance
Professional. Ms. Carvill is a Non-Executive Director of Investec Bank (Channel Islands) Limited,
Fair Oaks Income Limited, and The Chartered Institute for Securities & Investment Future
Foundation, Guernsey Community Foundation and a philanthropic advisor to a family office.
Previous executive positions held include Managing Director of Kleinwort Benson (Channel
Islands) Investment Management Limited; Director of Kleinwort Benson (Channel Islands)
Limited; Commission Secretary and Head of Innovation at the Guernsey Financial Services
Commission; and Director of Rothschild Bank (CI) Limited. Ms. Carvill is a former board member
of The Chartered Institute for Securities & Investment; a past President and committee member
of The Chartered Institute for Securities & Investment, Guernsey Branch; a Liveryman of the
Worshipful Company of International Bankers; and was granted Freedom of the City of London
in 2007. Ms. Carvill sits on the board of several charities, holding roles from funding and capacity
building to governance and impact assessment. She previously volunteered with Voluntary
Service Overseas ("VSO") where she took the role of Organizational Development Advisor during
a placement with the Environment Development Center of a university in the People's Republic
of China, aiming to support program delivery, aid capacity building and develop knowledge of
governance and fundraising. Ms. Carvill holds a Master's degree in Corporate Governance
(Distinction).
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 30 | Annual Report 2024
Merise Wheatley
Chair of Audit & Risk Committee
(appointed 1 September 2018)
Merise Wheatley is a Guernsey resident and has over 30 years' experience at Board level in risk
financing and insurance management. She is a Fellow of the Association of Chartered Certified
Accountants, having completed her training with Abbey Life Assurance and National Mutual Life
Association of Australasia in the UK, and qualified in 1982. In addition to her directorship of
Partners Group Private Equity Limited, Merise serves as a director on the Boards of a number of
non-listed regulated insurance entities in Guernsey. From 1988 until June 2019 Merise worked
for a number of leading insurance management service providers in Cayman, Guernsey, and
Malta, including Artex Risk Solutions, Heath Lambert, Marsh and Johnson Higgins, providing
strategic and operational insurance management services and serving as executive director to a
portfolio of client insurance companies. Merise is a past Chairman of the Guernsey International
Insurance Association. In 2007 she achieved the Diploma in Company Direction awarded by the
UK Institute of Directors.
Axel Holtrup
(appointed 15 February 2024)
Gerhard Roggemann
(appointed 21 March 2024)
Axel Holtrup is a seasoned private equity investor with more than 30 years of investment
experience. He is also an early stage technology investor and serves as a member of the
Supervisory Board of Deutsche Beteiligungs AG ("DBAG"), a German listed private equity
company. Previously he worked over the course of 20 years as a partner in private equity firms
AEA Investors, Silver Lake Partners and Investcorp. His responsibilities included sourcing,
executing and managing major private equity transactions across Europe. Axel started his career
in investment banking at Morgan Stanley in 1995. Axel holds a Bachelor (Hons) degree in
European Business Administration from Middlesex University in London and a Diplom
Betriebswirt from Reutlingen University in Germany. He is a German national who resides in the
UK.
Gerhard Roggemann is a German resident. He was appointed to the Board in March 2024 and
also serves as a board member for the Else-Kroener-Fresenius Foundation, is Deputy Chair of
the Supervisory Board for Bremer AG, and is an independent business consultant, based in
Hanover, Germany. Gerhard's professional experience includes serving as a non-executive
director and later as Chair of the Supervisory Board of Deutsche Beteiligungs AG ("DBAG"), a
Frankfurt-listed private equity firm focused on German mid-market buyouts (2009-2020). He has
also been a non-executive director of a number of prominent German and UK companies,
including Deutsche Boerse AG, Fresenius SE & Co KGaA, Friends Life Group Plc, F&C Asset
Management Plc, and Resolution Ltd Guernsey. Gerhard previously worked in senior
management positions at JP Morgan & Co, Norddeutsche Landesbank and WestLB. In all these
functions his responsibilities centered around investment banking, trading, and investment
management.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 31
10.2 Directors' Report
The Directors present their report and audited consolidated financial statements of Partners Group Private Equity Limited
(the "Company") for the period from 1 January to 31 December 2024.
The Board, roles, and committees
At 31 December 2024, the Board consisted of five directors, all of whom are non-executive. Mr. McKellar has served as
the independent Chair of the Board since his appointment as a director of the Company on 23 November 2023. As Chair,
he is responsible for leading meetings of the Board to ensure that they are efficient and effective, promoting the long-term
sustainable success of the Company, generating value for shareholders (as disclosed in the Strategy section), and contrib-
uting to wider society.
At each quarterly board meeting, the Directors consider several reports and performance indicators to assess the Company's
success in achieving its objectives. These include:
■
Monitoring of the share price (and associated premium or discount);
■
General performance reporting at the underlying investment level;
■
Cash flow projections and application of the Capital Allocation Policy;
■
Risk management and adherence to investment guidelines;
■
Broking and shareholder analysis reports, including peer group comparisons;
■
Reports from committees, together with the monitoring, evaluation, appointment, and removal of service providers;
■
Approval of financial statements and dividends; and
■
Corporate governance and compliance.
In addition, the consent of the Board is required if the Investment Manager wishes to establish credit facilities or otherwise
enter into borrowing arrangements on behalf of the Company, lend, secure, pledge or guarantee any of the Company's
assets (other than in the context of a hedging transaction) or enter into an investment or other transaction with affiliates of
the Investment Manager.
Furthermore, the Board confirms that it considers any conflicts or potential conflicts of interest in accordance with the
Company's existing procedures.
Committees of the Board
Audit & Risk Committee
The Audit & Risk Committee ("A&R Committee") meets at least three times a year and has been chaired by Ms. Wheatley
since 23 June 2023. The Board is satisfied that at least one member of the A&R Committee has recent and relevant financial
experience, and that the committee has the skills and experience required to fulfill its responsibilities. The A&R Committee
is responsible for ensuring that the financial performance of the Company is properly reported on and monitored. It provides
a forum through which the Group and Company's Independent Auditor may report to the Board. Furthermore, it ensures
that any reports issued by the Board present a fair, balanced, and understandable assessment of the Company's position
and prospects. The A&R Committee reviews the annual and semi-annual accounts, results, announcements, internal control
systems and procedures, and accounting policies of the Company. It also considers the performance and quality of the
external audit and makes appropriate recommendations to the Board concerning the Independent Auditor. The A&R
Committee is also responsible for the robust and effective management of risk.
The Group's and Company's Independent Auditor is PricewaterhouseCoopers CI LLP. The A&R Committee is responsible
for reviewing the independence and objectivity of the Independent Auditor and ensuring this is safeguarded notwithstanding
any provision of any other services to the Group or Company. The Board of Directors recognizes the importance of safe-
guarding auditor objectivity and has taken the following steps to ensure that auditor independence is not compromised:
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 32 | Annual Report 2024
■
The A&R Committee carries out an evaluation each year of the Independent Auditor as to their independence from the
Group and Company and relevant officers of the Group and Company, and that they are adequately resourced and
technically capable of delivering an objective audit to shareholders. Based on this evaluation, the A&R Committee recom-
mends to the Board the continuation, removal, or replacement of the Independent Auditor.
■
The A&R Committee reviews the Independent Auditor's confirmation of their independence in accordance with Crown
Dependencies' Audit Rules and with Securities and Exchange Commission ("SEC") independence rules. In addition to
the steps taken by the Board to safeguard auditor objectivity, PricewaterhouseCoopers CI LLP operates a five-year ro-
tation policy for audit engagement leaders on listed companies such as the Company with the current audit engagement
leader being in the 3rd year of their five-year engagement period.
■
Any proposal to engage the Independent Auditor for the provision of non-audit services will be considered in accordance
with the Board's policy for the provision of such services. This policy is in place to mitigate any risks threatening, or ap-
pearing to threaten, the external audit firm’s independence and objectivity arising through the provision of non-audit
services. Such services will generally be limited to work where the threat to auditor independence is likely to be insigni-
ficant and services required by law or regulation. The Independent Auditor did not provide any non-audit services during
the year.
■
PricewaterhouseCoopers CI LLP has remained in place as auditor for a considerable number of years. As the Company
is not a FTSE 350 company, the external audit contract is not required to be put out to tender at least every ten years.
In any event, the A&R Committee remains convinced of the benefits to the Company and Group of using the same
auditor as Partners Group uses for its other funds, These benefits include cost savings, a much higher testing rate of
the valuations of assets than would otherwise be achievable at the cost, and a more detailed knowledge by the auditors
of Partners Group's systems and processes than would otherwise be the case. During 2023, Partners Group completed
an external audit tender process and recommended that PricewaterhouseCoopers CI LLP should be reappointed as
auditor with effect from year ending 31 December 2025. Following the 2024 Annual General Meeting ("AGM"), the A&R
Committee met with and considered representations from PricewaterhouseCoopers CI LLP in respect of their resources,
competence, audit quality management and independence. Following these representations and the satisfactory outcome
of the 2024 external audit process, the A&R Committee proposes to recommend to shareholders that Pricewaterhouse-
Coopers CI LLP are reappointed as Independent Auditor of the Company for the period ending 31 December 2025.
In addition, the terms of reference for this committee are available on the Company's website
www.partnersgroupprivateequitylimited.com/investors/corporate-governance. The significant areas considered by the A&R
Committee during the year were:
■
Valuation of private investments − the A&R Committee pays particular attention to this area at each meeting date, and
members of the Board discuss the approach both during those reviews and during the annual visit to the Investment
Manager. Significant valuation movements are challenged, and disposals are compared to the most recent valuation.
Whilst this area is easily the most significant for the financial statements, it is also well understood and subject to an
established process, including checks and balances at the Investment Manager, as well as to challenge by the A&R
Committee and the Independent Auditor. On this basis, the A&R Committee has concluded that the valuation of private
investments is fair and reasonable for inclusion in the audited consolidated financial statements.
■
Incentive fees are a significant area of the financial statements because of their nature rather than their size. Their cal-
culation is also currently somewhat complex, being accrued on an investment-by-investment basis in the Company, but
often on a "whole fund" basis by underlying vehicles. At each meeting, the Board reviews a schedule of fees accrued
and paid, comparing it to the valuation gains recognized on the investments, and the A&R Committee has discussed
the accounting for these fees with both the Investment Manager and the Independent Auditor. On this basis, the A&R
Committee has concluded that the incentive fees are a fair and reasonable reflection of the terms of the investment
management agreement for inclusion in the audited consolidated financial statements.
■
Presentation and disclosure - the A&R Committee reviewed in detail the form and content of this annual report and also
of the published interim report. The objective of the review, in both cases, was to ensure that all applicable regulations
and standards were adhered to, that the disclosure given was adequate and not misleading, and that the reports were
consistent with the A&R Committee' s knowledge of the Group's activities during the relevant period. As a consequence
of this review and their other work, the A&R Committee was able to conclude that those reports were fair, balanced and
understandable, and therefore to make appropriate recommendations to the Board for their approval and publication.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 33
Although the Directors believe that the Company and the Group have a robust framework of internal control in place, this
can only provide reasonable and not absolute assurance against material financial misstatement or loss and is designed
to manage, not eliminate, risk. In addition, the Board recognizes the importance of a sound risk management framework
to safeguard the Company's assets, protect the interests of the shareholders, and meet its responsibilities as a listed
company.
The A&R Committee approaches its risk review by covering both qualitative and quantitative matters.
The A&R Committee identifies the principal risks as being those with the greatest likelihood and impact of all those risks
assessed as being relevant to the Company and Group. Risks are grouped into (i) investment risk, (ii) shares trading at a
discount, (iii) financial risk, (iv) governance risk, (v) regulatory risk, (vi) operational risk, (vii) macro-economic and other
external risks and (viii) valuation risk. For each of these risks the A&R Committee evaluates how these risks could arise,
assigns responsibility to control and mitigate such risks, and determines the post-mitigation likelihood and impact of the
risk occurring. The A&R Committee makes decisions and requests additional reporting based on these findings.
On an annual basis, the A&R Committee reviews certain quantitative reports covering foreign currency exchange risk, interest
rate risk, liquidity risk, market price risk, and counterparty risk as disclosed in the notes to the audited consolidated financial
statements. On an annual basis the Board of Directors meets with the internal audit team of Partners Group Holding AG
to discuss the upcoming internal audit plan, covering those controls assigned to Partners Group Holding AG and its affiliated
entities, and the material results or findings of any reports for the previous period that affect the Company or the Group.
Additionally, the Board of Directors is provided, annually by the end of April, with a copy of the Internal Controls report assured
by PricewaterhouseCoopers AG in accordance with the International Standard on Assurance Engagement 3402 “Assurance
reports on controls at a service organization". This information allows the Board of Directors to assess and monitor the risks
associated with the services delegated to Partners Group and to seek clarification or updates.
The risk management framework includes a sound system of internal controls that is designed to:
■
identify and appraise all risks related to achieving the Company's objectives and principal risks;
■
manage and control risk appropriately rather than eliminate it;
■
ensure the appropriate internal controls are embedded within the business processes performed by service providers
and support the Company's culture which emphasizes clear management responsibilities and accountabilities;
■
respond quickly to evolving risks within the Company and the external business environment; and
■
include procedures for reporting any control failings or weaknesses to the appropriate level of management together
with the details of corrective action.
Management Engagement Committee
The Management Engagement Committee ("ME Committee") meets at least annually and has been chaired by Ms. Carvill
since 23 November 2023; succeeding Ms. Wheatley in the role. The ME Committee is responsible for reviewing and mon-
itoring service providers and recommending to the Board their continued appointment. Key service providers are reviewed
on an annual basis. The Board recognizes the importance of monitoring service providers' objectivity and ensuring their
independence is not compromised.
In this regard, with respect to the appointment of the Investment Manager, the ME Committee:
■
considers if there are any potential conflicts of interest associated with the appointment of the Investment Manager and
how the Investment Manager manages these potential conflicts;
■
reviews with the Investment Manager any material issues arising from their work that the Investment Manager wishes
to bring to the attention of the ME Committee, whether privately or otherwise;
■
reviews the performance of the Investment Manager both in terms of its delivery against the agreement governing its
appointment and in terms of its delivery against the objectives of the Company.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 34 | Annual Report 2024
Similar considerations are taken into account in the ME Committee's review of all other service providers to the Company.
In addition, the terms of reference for this committee are available on the Company's website
www.partnersgroupprivateequitylimited.com/investors/corporate-governance.
Nomination Committee
The Nomination Committee ("NM Committee") was established on 23 June 2023, under the chairpersonship of Ms. Carvill.
Subsequently, Mr. McKellar assumed the role of Chair of the Committee on 23 November 2023 following his appointment
as Chair of the Company. The Committee is constituted of directors considered independent by the Board and subsequently
all members of the Board are members of the Committee. The Committee is set to meet at least once per annum, in accord-
ance with the Company's reporting and auditing cycles, or as necessary. The NM Committee actively contributes to the
Board's efficacy by examining its structure, size, and composition, and providing pertinent recommendations. Also, the
Committee focuses on succession planning, identifying qualified candidates for director roles, and assessing the Board's
balance of skills and experience. As stated in the Chair's Report, succession planning is underway to identify new directors
to succeed the longer-serving members of the Board. This planning has commenced with meaningful lead time as the
Board recognizes the requirement for a comprehensive recruitment and induction process.
The NM Committee undertakes several essential duties, including:
■
Systematically examining the Board's structure, size, and composition, while considering the requisite skills, knowledge,
and experience. The Committee subsequently proposes suggestions for improvements to the Board;
■
Thoroughly evaluating succession plans for directors and with due regard to the principles of the AIC's Corporate Gov-
ernance Code, keeping in view the challenges and opportunities faced by the Company, and subsequently determining
the essential skills, knowledge and expertise needed by future Board members;
■
Leading the process, facilitated by an independent external search consultancy, of identifying and nominating suitable
candidates for filling Board vacancies, with these nominations subject to the Board's endorsement as vacancies emerge.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 35
The following table is an extract of the various Directors' attendance at Board and Committee meetings for 2024 compared
against those for which they were eligible:
Board Attendance
Directors
Board
Committees
Quarterly
Ad-hoc
Ad-hoc (e.g.
dividend)
A&R
ME
NM
P. McKellar (Chair)
4/4
3/3
0/3
0/0
3/3
4/4
F. Carvill
4/4
3/3
3/3
3/3
3/3
4/4
M. Wheatley
4/4
3/3
3/3
3/3
3/3
4/4
H. von der Forst*
1/2
1/1
0/2
1/1
0/1
0/0
A. Holtrup**
4/4
2/2
0/3
2/2
3/3
2/2
G. Roggemann**
4/4
2/2
3/3
2/2
3/3
2/2
*Mr. von der Forst retired from the Board on 21 June 2024. His attendance record is reflective of this.
** Mr. Holtrup was appointed to the Board as of 15 February 2024 and Mr. Roggemann was appointed to the Board as of 21 March 2024.
Their attendance records are reflective of this.
Board composition
Number of
Board Members
Percentage of
the Board
Number of senior positions on
the Board (CEO, CFO, SID,
Chair)
Male
3
60%
Not applicable - see note*
Female
2
40%
Number of
Board Members
Percentage of
the Board
Number of senior positions on
the Board (CEO, CFO, SID,
Chair)
White British or other White
(including minority-white
groups)
5
100%
Not applicable - see note*
*This column is inapplicable as the Company is externally managed and does not have executive management functions; specifically it
does not have a CEO or CFO. The Company considers that the roles of Chair, chair of the Audit & Risk Committee and chair of the
Management Engagement Committee are senior positions. Of these three senior roles, two are performed by women and one by a
man.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 36 | Annual Report 2024
The Board seeks to address ethnic diversity through Board succession planning and this will continue to be a key criteria
when seeking and considering potential candidates for positions on the Board. Applicants will however continue to be as-
sessed, without prejudice, on their range of skills, expertise, industry knowledge, and capacity to take on the role. The diversity
of the Board is further considered on at least an annual basis through the Board evaluation process.
The Board has a breadth of experience relevant to the Company and a diversity of skills, experience, nationality and age.
Its members collectively possess the broad range of skills, expertise, industry knowledge, and other experience necessary
for the effective oversight of the Company's business and the delivery of its strategic objectives. The Board is committed
to gender diversity, and at present is constituted with 40% females and 60% males. Additionally, the A&R Committee and
the ME Committee, key permanent sub-committees within the Company's governance structure, are both chaired by females
and the Company has followed the Association of Investment Companies ("AIC") guidance on reporting such. This compos-
ition demonstrates the Company's commitment to diversity and inclusion, while also satisfying two critical components of
the listing requirements.
In view of the nature, scale and complexity of the Company the Board has not developed a formal diversity policy, but the
Company shares and is aligned with the purpose, culture, and values adopted by Partners Group in their charter and as
given in their Corporate Sustainability Report, and acknowledges the diversity and inclusion initiatives of Partners Group
whose teams fulfill the executive management and operating functions of the Company.
Partners Group, as a whole, continued to hire talented professionals from across the globe with an employee base of 1,797
employees in 2024 (2023: 1,951). Today, Partners Group's professionals represent around 82 different nationalities and
speak around 41 (2023: 40) different languages. The percentage of female and male employees in 2024 remained at sim-
ilar levels to 2023 (around 40% female and around 60% male). Partners Group has meaningfully increased the number of
senior female employees and Board Members in 2024 and aspires to continue this successful progress. Partners Group's
hiring process is designed to ensure that all candidates are measured and benchmarked against the same criteria, and to
avoid any form of discrimination, with all hiring managers required to take unconscious bias training and with the goal of
successfully attracting and hiring more female talent by ensuring that women are adequately represented within the initial
hiring talent pool.
The Directors have resolved to put themselves forward for election on an annual basis and were all duly re-elected at the
2024 Annual General Meeting in June 2024.
Re-election recommendations have always been subject to an assessment of the respective Director in question, their ob-
jective and independent thought process, knowledge of the Company, and continued satisfactory performance. In addition,
the annual Board evaluation process considers each Board member's ability to devote sufficient time to the Company and
its affairs, given any other commitment that director may hold. In view of the long-term nature of the Company's investments,
the Board believes that a stable and diversified board composition is fundamental to running the Company properly. The
Board's Tenure Policy limits the tenure of any director to a maximum term of nine years unless the Board, having assessed
the continued independence and suitability of an individual, unanimously agrees that they should be nominated to serve
more than nine years and discloses the rationale for their reappointment to the Shareholders in the notice for the next An-
nual General Meeting. The Board continues to be satisfied with the contribution and capacity of each of the Directors, and
that they have each maintained their independent perspective, this being judged (amongst other matters) as independent
from the Investment Manager. The Company no longer has a representative of the Investment Manager on the Board, a
decision that was taken to ensure, and embed, independence and to meet the expectation of major stakeholders and
published guidance. Further, no director holds any other position that would compromise their independent judgment.
As the Company has no executive directors or staff, and remuneration relates only to non-executive directors and given
the size of the Company and of the Board, the Board has determined that a separate Remuneration Committee is not required
and that any matters which might be delegated to a Remuneration Committee will be undertaken by the Board as a whole.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 37
Strategy
Strategic objectives
The Company’s investment objective is to provide Shareholders with long-term capital growth and an attractive dividend
yield primarily through investment in a diversified portfolio of private equity direct investments. In addition, the Investment
Manager has a goal to achieve a long-term sustainable impact on the companies in which it invests, their underlying clients,
and the wider environment in which they operate.
The Investment Manager of the Company is Partners Group AG (the "Investment Manager"). The Investment Manager
seeks to achieve a long-term sustainable impact by working in partnership with the management and employees of the
companies in which the Company invests and through active entrepreneurial ownership initiatives with clear goals and
continuous monitoring.
In addition, the Investment Manager works with portfolio companies on a variety of sustainability engagements. This com-
mences during the investment due diligence phase and, after acquisition, the Investment Manager implements initiatives
by systematically integrating sustainability factors, alongside commercial and financial factors.
The Investment Manager continuously monitors the effectiveness of any sustainability-relevant policies through maturity
assessments to evaluate progress and impact.
As part of its annual review of the Investment Manager, the Board obtains an overview of the value creation initiatives, in-
cluding sustainability initiatives, on the underlying investments, and a detailed progress report on the monitoring of risk and
impact on valuations.
Review of performance
The Board undertakes an annual evaluation of its own performance and the performance of its committees and individual
Directors, to ensure that they continue to act effectively and efficiently, to fulfill their respective duties, and to identify any
training requirements. During this evaluation, the Directors also reconfirmed that they continue to be able to allocate sufficient
time to the Company in order to discharge their responsibilities, to provide constructive challenge and strategic guidance,
to offer specialist advice, and to hold third-party service providers to account. During the 2024 evaluation process, the Board
considered the benefit of an externally facilitated performance review and, due to the recent nature of the current Board
composition, it was decided a self-managed evaluation would be the most appropriate option. An externally facilitated per-
formance review will be revisited at the next evaluation point.
Viability statement
The Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities,
as they fall due, for the next three years. The Group's viability testing considers multiple severe, yet plausible, stress
scenarios. The Directors' assessment has been made with reference to the Group's current position and prospects, the
Group's strategy, the Board's risk appetite, and the Group's principal risks and how these are managed. The Directors
consider this is an appropriate period to assess the viability of an investment company for the purposes of giving assurance
to shareholders, as economic factors are very difficult to forecast over a longer period.
The strategy and associated principal risks underpin the Group's three-year plan and scenario testing, which are reviewed
by the Directors on a quarterly basis. The three-year plan is built on an investment-by-investment basis using a bottom-up
approach. The three-year plan makes certain assumptions about the development of underlying investments, in terms of
future expected capital calls and distributions, potential future investments, and the ability to refinance debt when required.
The plan is built, monitored, and updated quarterly based on any changes to expected cash flows and forward-looking as-
sumptions, which help to drive the model and to determine when to make new investments.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 38 | Annual Report 2024
The three-year plan review is underpinned by the regular Board briefings provided by the Investment Manager, including
discussions around liquidity reporting and risk management reports undertaken by the Board of Directors in its normal
course of business. These reviews consider both the market opportunity and the associated risks, principally the ability to
realize investments at their fair value and secure new investments while maintaining sufficient working capital. These risks
are considered within the Board of Directors' risk appetite framework.
The plan takes into account the significance of the Investment Manager's role in ensuring the viability of the Company with
regard to implementation of the investment strategy and the management of liquidity and other risks. The plan assumes
that the engagement of the existing Investment Manager will continue throughout the three-year period under review. The
plan also reflects the Board's confidence that the debt facility, which provides short term bridging finance when required,
will be able to be extended or renewed in December 2026 either with the current or another provider at an economic cost.
Based on the Company's processes for monitoring, anticipating, and managing cash flow, operating costs, share price
discount, the Investment Manager's compliance with the investment objective, asset allocation, the portfolio risk profile,
gearing, counterparty exposure, and liquidity risk, the Directors have concluded that there is a reasonable expectation that
the Company will continue in operation and meet its liabilities as they fall due over the three-year period to 31 December
2027.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 39
10.3 Directors' Responsibilities Statement
Directors' duties and responsibilities
The Board meets at least quarterly, and it is the duty of each Director to inform the Board of any potential or actual conflict
of interest prior to a Board discussion. Representatives of the Investment Manager attend board meetings. The Company's
corporate brokers also attend to assist the Directors in understanding the views of major shareholders regarding the Company.
The Board of Directors has overall responsibility for the Company's affairs and is responsible for the determination of the
investment policy of the Company, resolving conflicts and monitoring the overall portfolio of investments of the Company.
To assist the Board in the operations of the Company, arrangements have been put in place to delegate authority for per-
forming certain day-to-day operations of the Company to the Investment Manager, and other third-party service providers,
such as the Administrator and the Company Secretary. Although the Board meets formally at least four times a year, the
Investment Manager and Company Secretary stay in more regular contact with the Directors on a less formal basis. These
formal and informal discussions allow the Directors to constructively challenge and assist in the development of strategy.
Individual Directors have direct access to the Company Secretary and may, at the expense of the Company, seek independent
professional advice on any matter that concerns them in the furtherance of their duties.
The Directors are responsible for preparing financial statements for each financial period that give a true and fair view, in
accordance with applicable Guernsey law and International Financial Reporting Standards, of the state of affairs of the
Group and Company, and of the profit or loss of the Group and Company for that period. In preparing those financial
statements, the Directors are required to:
■
select suitable accounting policies and then apply them consistently;
■
make judgments and estimates that are reasonable and prudent;
■
state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and
■
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Company will continue in business.
So far as the Board of Directors are aware,
■
there is no relevant audit information of which the Group and Company's auditor is unaware, and
■
each Director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself
aware of any relevant audit information and to establish that the auditor is aware of that information.
The Directors confirm that they have complied with the above requirements in preparing the audited consolidated financial
statements. The Directors of the Company have elected to prepare audited consolidated financial statements for Partners
Group Private Equity Limited for the period ended 31 December 2024 as the parent of the Group in accordance with Section
244(5) of The Companies (Guernsey) Law, 2008. They are not required to prepare individual accounts for Partners Group
Private Equity Limited for the financial period in accordance with Section 243 of The Companies (Guernsey) Law, 2008.
To the best of their knowledge and belief:
■
The Annual Report, which includes information detailed in the Chair's report, the Investment Manager's report, the Dir-
ectors' report, and the notes to the audited consolidated financial statements, includes a fair review of the development
and performance of the business and the position of the Company, together with a description of the principal risks and
uncertainties that the Company faces, as required by Financial Conduct Authority's Disclosure Guidance and Transparency
Rules ("DTR") 4.1.8 and DTR 4.1.11; and
■
The audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards,
give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 40 | Annual Report 2024
As the Company is a closed-ended investment fund, it is not required to comply with UKLR 6.6.6R(8) and it has not set out
climate-related financial disclosures consistent with the recommendations provided by the Task Force on Climate-related
Financial Disclosures ("TCFD").
The AIC’s Guidance on Ongoing Charges (October 2024) recommends that companies report their Ongoing Charges Ratio
("OCR") in their annual report. Ongoing charges are based on costs incurred in the year as being the best estimate of future
costs. Therefore, in view of the change in the basis of calculating investment management and incentive fees with effect
from 1 January 2025, the Board considers that it is not appropriate to publish an OCR in the 2024 Annual Report, but it has
committed to publishing the Company’s OCR in the 2025 Annual Report and thereafter.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time
the financial position of the Group and Company and enable them to ensure that the audited consolidated financial statements
comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Group and Company website are the responsibility of the Directors. The work carried
out by the Independent Auditor does not involve consideration of these matters and, accordingly, the Independent Auditor
accepts no responsibility for any changes that may have occurred to the audited consolidated financial statements after
they were initially presented on the website. Legislation in Guernsey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
On behalf of the Board
Peter McKellar
Chair
20 March 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 41
10.4 Corporate Governance Report
The Directors have determined to report against the Principles and Provisions of the Association of Investment Companies
("AIC") Code as endorsed by the Guernsey Financial Services Commission ("AIC Code"), dated February 2019. The AIC
Code is available on the AIC website www.theaic.co.uk/aic-corporate-governance-code. In assessing the Board's corporate
governance practice for 2024, the Directors confirm that throughout the period the Company complied with the provisions
of the AIC Code. The Company has complied with the relevant provisions of the UK Corporate Governance Code (the "UK
Code") as issued by the Financial Reporting Council and dated July 2018, except as set out below:
■
The role of the Chief Executive;
■
The role of the Senior Independent Director;
■
Executive Directors' remuneration;
■
The need for an internal audit function and the monitoring and reviewing of the effectiveness of such a function.
For the reasons set out in the AIC Code, and in the preamble to the UK Code, the Board considers these provisions are
not relevant to the position of the Company, being an overseas investment company with an appointed Investment Manager.
There are no executives with contractual obligations directly with the Company and thus the Executive Directors' remuner-
ation rules do not apply. The A&R Committee and the Board of Directors regularly consider the risk and operational aspects
of the Company. The Board has access to the appointed Compliance Officer of the Administrator who reports quarterly. As
there is delegation of operational activity to appointed service providers, the A&R and ME Committees and the Board have
determined there is no requirement for a direct internal audit function, although they do have access to and meet with the
internal audit function of Partners Group Holding AG.
The Guernsey Financial Services Commission has a standing Finance Sector Code of Corporate Governance that was
amended in July 2023 (the "Guernsey Code"). In the introduction to the Guernsey Code, it states: "Companies which report
against the UK Corporate Governance Code or the AIC's Corporate Governance Code are deemed to meet this Code." As
a company listed on the London Stock Exchange the Company is subject to the Disclosure Rules, the Transparency Rules,
and the UK Code, but uses the AIC Code instead as it is a member of AIC and considers this appropriate for an investment
company and that it provides information that is more relevant to shareholders. As an AIC member domiciled in Guernsey
which reports against the AIC Code, the Company is not required to report separately against the Guernsey Code.
AIFMD
At present, the Board considers that PGPE Ltd. falls outside the scope of the Alternative Investment Fund Managers Directive
("AIFMD") as enacted in the European Union and implemented in the United Kingdom given that neither PGPE Ltd nor its
investment manager are established in the European Union or United Kingdom and the number of its shares in issue is
static or declining, and accordingly it does not market new shares inside the European Union or the United Kingdom. PGPE
Ltd. will reconsider this in the event that it seeks to raise capital.
Directors, Directors' interests, and Directors' remuneration report
The Directors of Partners Group Private Equity Limited are as shown on page 29. As at 31 December 2024, the Directors
had no beneficial interest in the share capital of the Company other than as shown below:
P. McKellar (Chair): 30,000 shares
G. Roggemann: 811,867 shares
M. Wheatley: 5,000 shares
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 42 | Annual Report 2024
No service contract or arrangement existed in the period in which any of the Directors has an interest. The Board considers
all the Directors as independent of the Investment Manager and free from any business or other relationship that could
materially interfere with the exercise of their independent judgment or create potential conflicts of interest.
Directors' remuneration is presented in the notes to these audited consolidated financial statements and is shown below.
Directors' remuneration was split as follows in Euro:
(31.12.2024 / 31.12.2023)
P. McKellar (Chair) (100,000 / 10,685)
F. Carvill (68,798 / 76,500)
H. von der Forst (30,000 / 55,000)
M. Wheatley (72,313 / 73,000)
A. Holtrup (52,562 / n/a)
G. Roggemann (46,808 / n/a)
Additional fees were agreed by the rest of the Board to be paid to Ms. Carvill and Ms. Wheatley in respect of their work on
the Nomination Committee in the recruitment of the new Chair and other Board members. The additional fees paid were
€15,000 each in 2023 and €5,000 each in 2024.
The sole director of Princess Private Equity Subholding Limited, which held office during the period, was Partners Group
Private Equity Limited, formerly named Princess Private Equity Holding Limited.
As the Company has no executive directors or staff, and remuneration relates only to non-executive directors and given
the size of the Company and of the Board, the Board has determined that a separate Remuneration Committee is not required
and that any matters which might be delegated to a Remuneration Committee will be undertaken by the Board as a whole.
The Chair of the Board shall not chair the Board meeting when it is discussing the remuneration of the Chair. Each individual
director shall not be involved in any decisions as to their own remuneration.
The remuneration of Directors will be subject to annual review and will be determined by the Board subject to the provisions
of the Articles of Incorporation and taking into account recommendations of the AIC's Corporate Governance Code.
Levels of remuneration for the Chair and all other Directors will reflect the time commitment and responsibilities of the role,
and will be benchmarked against remuneration levels awarded by peer companies as an assurance exercise. An independent
peer review will be undertaken periodically by the Company’s broker to ensure that full and proper account has been taken
of comparable market rates.
The Board will consider each year whether a remuneration consultant should be appointed to assist in setting remuneration
strategy and/or benchmarking remuneration levels. The consultant should be identified in the annual report alongside a
statement about any other connection he or she has with the Company or individual Directors. Independent judgment should
be exercised when evaluating the advice of external third parties.
Remuneration for all Directors will not include share options or other performance-related elements.
Provision will be made for additional Directors’ fees where Directors are involved in duties beyond those normally expected
as part of the Directors' appointment. In such instances the Board will provide details of the events, duties and responsibil-
ities that gave rise to any additional Directors’ fees in the annual report.
Directors' and officers' liability insurance
The Company maintains insurance in respect of Directors' and Officers' liability in relation to their acts on behalf of the
Company. Suitable insurance is in place and due for renewal on 6 February 2026.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 43
Purpose, culture, and values
The Company shares and is aligned with the purpose, culture, and values adopted by Partners Group (which includes the
Investment Manager and Administrator) in their charter and as given in their Corporate Sustainability Report, both of which
are available at their website www.partnersgroup.com/en/about-us/our-sustainability.
The Company's mission is to develop companies and assets which it invests in through entrepreneurial ownership. This
stems largely from the belief that the ability to create value, enabled by a governance framework that supports entrepren-
eurialism, is the key driver of the returns.
In summary, investments are managed with a long-term perspective to the benefit of individuals and societies worldwide
and the investment teams leverage the global Partners Group integrated platform to systemically engage with entrepreneurs
and corporate leaders to create value in the investments. In addition, the investment teams liaise with management in un-
derlying companies in constructive dialogue and have open debates, while in parallel taking their fiduciary duty to all
stakeholders into account.
Partners Group is fully committed to investing clients' capital in a responsible manner by integrating sustainability factors,
alongside commercial and financial factors, into investment due diligence and ownership.
Major developments in the year
Following the formation of the Nomination Committee in June 2023 with the objective of strengthening the Board's compos-
ition and managing succession planning, two new Board members were appointed in the first quarter of 2024: Axel Holtrup
and Gerhard Roggemann.
In March 2024, the Chair announced the introduction of the Capital Allocation Policy to provide a framework for the buy
back of shares at high share price discounts to NAV. The policy supports the Company's liquidity position and prioritizes
the payment of the dividend and known commitments in the quarterly calculation of Free Cash Flow available for share buy
backs. Although the Company's liquidity position was satisfactory throughout the year, no Free Cash Flow was available
in 2024 for share buy backs.
Annual general meeting
The Directors propose a separate resolution on each substantial issue tabled at the AGM, including the approval of the
consolidated financial statements, and publish on the Company's website
www.partnersgroupprivateequitylimited.com/investors/reports-and-presentations, shortly after the AGM, details of the valid
proxies received, votes for and against and withheld in relation to each resolution. No resolution at the 2024 AGM received
more than 11.84% of votes against the Board recommendation.
Shareholders resolved to approve the change in name of the Company from Princess Private Equity Holding Limited to
Partners Group Private Equity Limited.
Shareholder information
The net asset value and the net asset value per share are calculated (in Euro) every month at the last business day of each
month by Partners Group (Guernsey) Limited, acting as Administrator. The net asset value is calculated in accordance with
International Financial Reporting Standards, which require the Company's direct investments and fund investments to be
valued at fair value. Thereafter, it is announced by the Company on its website and submitted to a regulatory information
service approved by the UK Listing Authority as soon as practicable after the end of the relevant period.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 44 | Annual Report 2024
Share capital
Although the shareholders granted authorization to the Directors to make market acquisitions of ordinary shares, the
Company purchased and redeemed / canceled no shares (31 December 2023: nil) during the year.
There was no change in the issued and paid-up share capital as at 31 December 2024 and 31 December 2023. Accordingly,
the paid-up share capital as at 31 December 2024 was 69,151,168 ordinary shares of EUR 0.001 each (31 December 2023:
69,151,168 ordinary shares of EUR 0.001 each).
There are no restrictions regarding the transfer of the Company's securities, no special rights with regard to control attached
to the Company's securities and no agreements between holders of the Company's securities regarding their transfer known
to the Company. In the event of a change in control, the Company's short term credit facility will be cancelled and all out-
standing loans, together with accrued interest, and all other amounts accrued under the terms of the facility, will be repayable.
Dividends
Two dividends of EUR 0.355 each per share were declared on 8 May 2024 and 23 October 2024 and were paid on 17 June
2024 and 13 December 2024, respectively. This compares to dividends of EUR 0.365 per share, being declared on 19
April 2023 and 27 October 2023, which were paid on 2 June 2023 and 15 December 2023, respectively. Since the
December 2017 dividend, shareholders have been able to also elect to get their dividends paid in Sterling or to elect to
participate in the Dividend Reinvestment Plan, although this does not result in the issuance of any new shares.
Substantial interests
The European Union Transparency Directive requires substantial shareholders to make relevant holding notifications to
the Company and the UK Financial Conduct Authority. The Company must then disseminate this information to the wider
market. Those shareholders who have declared accordingly that they held above 5% of ordinary shares, as at the period
end, were:
■
Asset Value Investors Limited - 9.91%
■
Bayer-Pensionskasse VVaG - 7.66%
■
CVP / CAP Coop - 5.07%
This information has been prepared based on disclosures made by shareholders to the Company in accordance with stock
exchange rules.
Bayer-Pensionskasse VVaG and Deutsche Asset Management Investmentgesellschaft, in its capacity as its trustee, both
report the same holding in the Company. To avoid double reporting obligations, holdings of Bayer-Pensionskasse VVaG
is the one disclosed as the substantial shareholder according to the European Union Transparency Directive.
Results
The results for the period are shown in the audited consolidated statement of comprehensive income.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 45
Key information document
Partners Group AG is required to produce and publish the key information document for packaged retail and insurance-
based investment products. The key information document is available on the Company's website
www.partnersgroupprivateequitylimited.com/investors/key-information-documents.
Registered office
Tudor House
Le Bordage
St. Peter Port
Guernsey
GY1 6BD
Incorporation
The entities of the Group are incorporated and domiciled in Guernsey, Channel Islands.
Investment management arrangements
The Company has entered into an Investment Management Agreement with Partners Group AG (the "Investment Manager").
Details of the management fees are shown within the audited consolidated financial statements. The Investment Management
Agreement automatically renews every two years but contains a two-year notice period. Termination will be without penalty
or other additional payments, save that the Company will pay management and incentive fees due and additional expenses
incurred. During the second half of the year, in conjunction with its advisors, the Board undertook a detailed review of the
terms of the Investment Management Agreement with the objective of ensuring that the commercial terms are: fair on a
relative and absolute basis relative to peers; simple to understand; and aligned with shareholder outcomes.
Following the review the fee arrangements have been agreed to be changed with effect from 1 January 2025 as set out in
the Chair's report.
Going concern
The Group closely monitors its future anticipated cash flows and, based on these forecasts and the sensitivities which have
been run on different scenarios, the Directors have a reasonable expectation that the Group and Company have adequate
resources to continue in existence for at least the next twelve months. For this reason, they continue to adopt the going
concern basis in preparing the accounts.
Company secretary
The secretary of the Company, as at 31 December 2024, was Aztec Financial Services (Guernsey) Limited.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 46 | Annual Report 2024
Independent auditor
At a general meeting held on 21 June 2024, PricewaterhouseCoopers CI LLP was re-appointed Independent Auditor of the
Company for the period ended 31 December 2024, and the Directors were authorized to fix their remuneration.
P. McKellar
Director
M. Wheatley
Director
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 47
10.5 Risk Report
Risks
The Board is responsible for managing and overseeing risk and reviews and assesses quarterly the impact of risks that it
considers applicable to the Company that may compromise the achievement of the Company's strategic objectives. These
risks encompass the significant risks to which the Company may be exposed, including the macro environment and uncer-
tainties in respect of the valuation of unquoted investments, and their impact on the cash flow modeling employed by the
Company. Notes 4 and 17 of the audited consolidated financial statements provide further comment on certain other risks
connected with the investments and financial assets / liabilities held by the Company and how they are managed.
Statement of principal risks
The major risks to which the Company may be exposed are ranked by a risk index, considering both likelihood and impact.
When assessing the likelihood and potential impact of such risks, the Board considers whether the outcome could pose:
■
an immediate threat to the existence of the Company;
■
a medium-term threat (resulting in the Company being placed into run-off);
■
a reputational threat from which the Company could be expected to recover fully in due course; or
■
no immediate threat to the Company or its operating activities.
The Company's risks are categorized into eight groups: (i) investment risk, (ii) shares trading at a discount, (iii) financial
risk, (iv) governance risk, (v) regulatory risk, (vi) operational risk, (vii) macro-economic and other external risks and (viii)
valuation risk.
The 2023 Risk Report noted improvements in the Company’s share price discount following improved communication with
investors, achieving the dividend target and the appointment of a new Chair. Further measures which were announced in
the 2023 Annual Report were the development and implementation of a capital allocation policy and additional strong Board
appointments. These were implemented in the first half of 2024 and contributed to further relative improvements in the
share price discount during the period. However, a material share price discount remains a principal risk for the Company,
even with an improved investment performance. This discount is influenced not only by the Company's performance but
also by broader equity market volatility.
Governance risk has reduced further during the year following the appointment of two new directors with extensive listed
private equity and European experience, and skill sets that complement those of the other directors. The Board will monitor
to ensure that the skills and experience of the directors continue to meet the needs of the business and it is pursuing a
structured succession plan to mitigate governance risk in the future.
Liquidity risk is assessed by the Board as having reduced during the year, with positive net cashflows from the increased
level of exit activity in line with forecasts. The risk continues however to be closely monitored by the Board and the mitigation
of liquidity risk is a key consideration in the structure of the capital allocation policy which was implemented in March 2024.
The Board also continues to assess the impact of sustainability factors on the Company's key risks, primarily within the
context of the Investment Manager's sustainability framework which seeks to embed sustainability into the strategy, direction
and goals of portfolio companies and to quantify the impact of its initiatives.
In its assessment, the Board considers that none of the risks present an immediate threat to the existence of the Company
and has, in each case, worked with the Investment Manager, Administrator, Company Secretary, or brokers to ensure that
adequate measures are in place to mitigate the occurrence and impact of these risks. The Board also obtains regular re-
porting so that these risks can be continuously assessed.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 48 | Annual Report 2024
The Board continues, with the Company's Investment Manager, to monitor the potential impact of the Ukraine/Russia and
Middle East conflicts on supply chains and other operating risks but the Company has negligible direct exposure to these
regions. US policy changes, in particular in respect of tariffs, are contributing to uncertainty in respect of macroeconomic
factors including inflation and growth rates. Geopolitical events do therefore remain a key element of investment risk which
will continue to be mitigated by the Investment Manager's disciplined underwriting approach to new investments and a focus
on operational value creation in a diverse range of portfolio companies across multiple sectors. The Board has not identified
any other emerging risks that could have a significant impact on the Company.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 49
Principal Risks for 2024 Annual Report
Key risk
2024 Assessment
Potential impact
Control exercised by the Board
Company’s shares trading at a
material discount on an absolute
and relative basis.
Stable
The share price discount versus
peers has stabilized following the
introduction of the capital allocation
policy and additional board
appointments. The absolute share
price discount has however
remained elevated.
Decline in shareholders' mark-to-
market valuation and impact on
demand from shareholders and
prospects.
Monitoring of investor sentiment &
expectations with significant
communication directly between
directors and investors in respect of
succession planning and strategy.
Focus with Investment Manager on
enhancement of NAV to reduce
absolute discount rate. Monitoring of
performance vs. peers. Maintenance
of good market communication.
Implementation and monitoring of
effectiveness of capital allocation
policy which provides for share buy-
backs subject to discount level and
Free Cash Flow
Liquidity risk - lack of availability of
funding to take up investment
opportunities, meet funding and
other obligations as they fall due,
and pay dividends when declared.
Reducing
Liquidity risk has reduced, with
positive net cashflows from capital
calls, exits and distributions in line
with forecasts and limited short-term
use of the credit facility.
Insufficient cash to fund existing
commitments and dividends.
Factors impacting liquidity, including
distributions and potential exits being
kept under close review for medium
and long-term cashflow forecasts to
ensure capital allocation policy
leaves adequate funding for existing
commitments and dividends.
Renegotiation and increase of credit
facility to ensure adequate short-term
funding available.
Poor investment performance on an
absolute and relative basis
Reducing
Improved performance from
earnings growth and operational
value creation, despite macro
economic uncertainties and volatiity
in market valuations. Portfolio has
good mix of mature assets and
assets in value creation phase, and
exits/IPOs with uplifts on latest
published NAV are providing
funding for new opportunities,
subject to Company's capital
allocation policy,
Adverse movement in net asset
value versus peer group.
Effectiveness of investment strategy
reviewed at every board meeting
using performance reports and
discussions with brokers and the
Investment Manager. Revision of
investment management terms in
2025 will align Investment Manager
remuneration more closely with
performance. Medium and long-term
cashflow forecasts ensure level of
new investment commitments is
maximized in line with capital
allocation policy.
Valuation risk - under or overstating
the valuations of private market
investments
Stable
This risk was assessed as stable
because the valuation approach has
been consistent with prior periods
and recent exits have demonstrated
reliability of latest published NAV.
Reputational risk and impact on
share price.
Policies and tools used to determine
valuations have been challenged and
this remains a significant area for
review by the Independent Auditor
Sustainability risks (including climate
change)
Stable
The impact of Sustainability factors
on the Company's key risks
continues to be assessed, primarily
within the context of the Investment
Manager's Sustainability framework,
which seeks to embed Sustainability
into the strategy, direction, and
goals of portfolio companies and to
quantify the impact of its initiatives.
The risk is assessed as stable given
the maturity of the Investment
Manager's Sustainability integration
process.
Unsuitable investments leading to
adverse impact on valuations, the
environment and society or breach
of Sustainability regulations.
Regular reporting by Investment
Manager on their Sustainabity
strategy and initiatives and Board
training to enable a good
understanding of Sustainabity
reporting
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 50 | Annual Report 2024
Stakeholder disclosures
The Company is an externally managed investment company, has no employees, and as such is operationally quite simple.
The Board does not believe that the Company has any material stakeholders other than those set out in the following table.
Investors
Service
providers
Community
and
environment
Issues
that
matter
to
them
Performance and liquidity of the shares
Growth and liquidity of the Company
Reputation of the Company
Compliance with law and regulation
Remuneration
Informed stewardship of the environments in
which the Company operates and acting as a
good corporate citizen
Compliance with law and regulation Impact of
the
Company
and
its
activities
on
third
parties
Engagement
process
Annual
General
Meeting
(see
detail
below)
Frequent meetings with investors by brokers, the
Investment Manager, the Chair and other Directors
and subsequent reports to the Board
Monthly factsheets and regular news releases
Key Information Document
Quarterly briefings by the Investment Manager via
telephone conference which are attended by at
least one Board member who briefs the remainder
of the Board
Annual and semi-annual financial
statements
The two main service providers
Partners
Group
and
Aztec
engage
with
the
Board
in face-to-face meetings quarterly, giving them
direct input to Board discussions.
The Board also considers the views of its corporate
brokers and interests of its credit facility lender at
each of its meetings.
All key service providers are asked to complete a
questionnaire annually (others on a rotation basis)
which includes feedback on their interaction with the
Company, and the Board undertakes an annual
review of Partners Group in Switzerland.
The Company itself has only a very small
footprint in the local community and only a
very small direct impact on the environment.
However, the Board acknowledges that it is
imperative that everyone contributes to local
and global sustainability.
The Investment Manager has a sustainability
framework which is a key element of the
investment process which overlays throughout
the portfolio.
Rationale
and
example
outcomes
Clearly investors are the most important stakeholder
for the Company. Good shareholder engagement is
a priority to ensure that the Board is aware of larger
shareholders' views on material issues. These
include the investment management terms which
were renegotiated to ensure that remuneration of
the Investment Manager is aligned with shareholder
outcomes.
In addition, the Board has focused on valuation of
assets, a key priority for shareholders, to gain
assurance from the Investment Manager and the
auditors that a robust and reliable methodology is
applied.
The Company relies on service providers entirely as
it has no systems or employees of its own.
The Board always seeks to act fairly and
transparently with all service providers, and this
includes such aspects as prompt payment of
invoices.
The Board focused the review of the investment
management terms in Q4 2024 on three key
principles, namely ensuring the commercial terms
are:
fair on a relative and absolute basis;
simple to understand; and
aligned
with
shareholder
outcomes.
The
nature
of
the
Company's
investments
is
such that they do not provide a direct route to
influence investees in sustainability matters in
many areas, but the Board has made its views
in this area clear to Partners Group, which, on
behalf of the Company and other investors,
works closely with investee companies to
promote sustainability issues as well as
financial performance. Further details are set
out elsewhere in this document and on the
Partners Group website.
Board members do travel, partly to meetings in
Guernsey, and partly elsewhere on Company
business, including for the annual due
diligence visit to Switzerland. The Board
considers this essential in overseeing service
providers and safeguarding stakeholder
interests. Otherwise, the Board seeks to
minimize travel by the use of video
conferencing whenever good governance
permits.
Engagement processes are kept under regular review. Investors and other interested parties are encouraged to contact
the Company via the Investor Relations contacts given on page 95.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 51
11. Independent Auditor's report
Independent auditor’s report to the members of Partners Group Private Equity Limited (formerly Princess Private
Equity Holding Limited)
Report on the audit of the consolidated financial statements
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of Partners
Group Private Equity Limited (formerly Princess Private Equity Holding Limited) (the “company”) and its subsidiaries (together
“the group”) as at 31 December 2024, and of their consolidated financial performance and their consolidated cash flows
for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards
Board (“IFRS Accounting Standards”) and have been properly prepared in accordance with the requirements of The Com-
panies (Guernsey) Law, 2008.
What we have audited
The group’s consolidated financial statements comprise:
■
the audited consolidated statement of financial position as at 31 December 2024;
■
the audited consolidated statement of comprehensive income for the year then ended;
■
the audited consolidated statement of changes in equity for the year then ended;
■
the audited consolidated statement of cash flows for the year then ended; and
■
the notes to the audited consolidated financial statements, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section
of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements of the group, as required by the Crown Dependencies’ Audit Rules and Guidance. We have fulfilled
our other ethical responsibilities in accordance with these requirements.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 52 | Annual Report 2024
Our audit approach
Overview
Audit scope
■
We have conducted a full scope audit of the consolidated financial statements of the group.
■
The consolidated financial statements comprise the company and the underlying subsidiaries, all of which are incorporated
in Guernsey.
■
Our approach is designed to address the risk of material misstatement and is tailored to consider the investment objectives
of the group.
■
In establishing the overall approach to the group’s audit, we determined the type of work that needed to be performed
by us or by our supporting team from another PwC network firm.
Key audit matters
■
Valuation of unlisted investments
■
Calculation of incentive fees
Materiality
■
Overall group materiality: €23.4 million (2023: €22.0 million) based on 2.25% of net assets.
■
Performance materiality: €17.5 million (2023: €16.5 million).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where the directors made subjective judgments; for example, in respect
of significant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to
fraud.
Key audit matters
Key audit matters are those matters that, in the auditor’s professional judgment, were of most significance in the audit of
the consolidated financial statements of the current period and include the most significant assessed risks of material mis-
statement (whether or not due to fraud) identified by the auditor, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These
matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
This is not a complete list of all risks identified by our audit.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 53
Key audit matter How our audit addressed the key audit matter
Valuation of unlisted investments
Refer to the Basis of preparation (note 2), the Material
accounting policies (note 3) and notes 4, 9, 13, 17, 18 and
19 to the consolidated financial statements.
The group has an investment portfolio consisting of listed
and unlisted investments. The unlisted investments are
split between direct and indirect investments. The
valuation of the portfolio of unlisted investments is
significant in assessing the financial position and
performance of the group and is an area to which
significant judgment is often applied and estimates made
by the directors.
The unlisted investments are valued using such
methodologies and modelling techniques considered most
appropriate by the directors in order to comply with IFRS
13 Fair Value Measurement.
The inputs to these valuations include, but are not limited
to:
Direct Investments
●
Market-derived multiple applied to the earnings
of the underlying investment; or
●
Discount rate applied to the future cash flows
of the underlying investment; or
●
Third party valuations of the underlying
investment.
Indirect Investments
●
The percentage share ownership of the net
asset value received from the general partners
of the underlying investment funds.
Determining both the valuation methodology and the
inputs to the valuation of unlisted investments can be
subjective and complex. This, combined with the
significance of the unlisted investments to the consolidated
statement of financial position, means that the valuation of
unlisted investments was considered a key audit matter for
audit purposes.
We updated our understanding and evaluation of management's processes and internal
controls in so far as they apply to the valuation of unlisted investments, the valuation
methodologies and modelling techniques used and the areas where significant judgments
and estimates are made. We also performed tests over certain key internal controls used in
the valuation of unlisted investments to assess their operating effectiveness.
The unlisted investments consist primarily of private companies (“direct investments”) or
investments in funds (“indirect investments”) and are initially valued by Partners Group AG
(the "Investment Manager"), reviewed by the Valuation Committee at the Investment
Manager and subsequently presented to the directors for review, challenge, and approval.
Where appropriate, auditor’s experts were used in the execution of our testing. For a sample
of investments, we performed the following testing:
Methodology
We assessed the appropriateness of the valuation methodology applied by the Investment
Manager, including the availability of representative market data to be able to apply earnings
multiple models. Where a discounted cash flow model was used, we evaluated that this was
the most appropriate methodology given the circumstances of the investment being valued.
We understood the Investment Manager’s assessment of climate risk and its impact on the
valuation methodology and inputs where, and as, applicable.
Direct Investments
We obtained the Investment Manager's valuation models which, depending on the valuation
methodology, included earnings, trading multiples for listed comparable companies and the
evaluated multiple used to value the investment, or the relevant discounted cash flow model,
cash flows and discount rate applied.
A)
Input testing
●
We obtained the relevant management information including earnings or cash
flow inputs for the underlying investments. We used this to corroborate the
information applied in the valuation models;
●
We evaluated the earnings or cash flows used in the valuation model based on
our understanding of the financial performance of the respective underlying
investment, and assessed the appropriateness of any changes made by the
Investment Manager in the application of these inputs to the valuation;
●
For investments valued on an earnings multiples basis, we considered the
appropriateness of, and independently confirmed, the trading multiples for listed
comparable companies used. We assessed the appropriateness of any
adjustments, weightings or discounts made by the Investment Manager to the
comparable trading multiples to arrive at the applied multiple used in the
valuation;
●
Where we identified other listed comparable companies that we believed
represented relevant earnings trading multiples, we evaluated and considered
the impact of their inclusion on the fair value;
●
For investments valued using a discounted cash flow model, we independently
sourced, where appropriate, the cash flows and inputs to the discount rate (or
discount rate used if provided by a third party) applied in the valuation model
used. For those inputs where we identified differences, an assessment was
made of the impact; and
●
We used open-source information to identify relevant, publicly available
information that the Investment Manager had not considered in determining the
value of the investments, both during the year and subsequent to the year end.
In assessing the impact and differences noted above, where such differences were
significant, we challenged management as to such valuation differences and, if these could
not be justified, management adjusted for such differences to the valuations presented and
we considered the impact on our overall investment valuation sampling methodology.
B)
Calculation
●
We checked the mathematical accuracy of the investment valuation models; and
●
We also recalculated the attribution of the value of the unlisted investments
across the financial instruments held by the group, checking that the instrument
type and ranking of all financial instruments in issue at an underlying investment
level are considered in the assessment of the group’s unlisted investment
valuation.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 54 | Annual Report 2024
Key audit matter How our audit addressed the key audit matter
Indirect Investments
A)
Input testing
●
Where underlying net asset valuations were used to value investments in funds,
we corroborated these by tracing them to supporting documentation such as
capital account statements received by the Investment Manager and checked
details such as the group's committed capital, unfunded commitments, and
percentage ownership;
●
Where the Investment Manager adjusted these values for any listed or quoted
positions held by the indirect investments (for example where such information
was not coterminous with the year end and such details were available for the
respective indirect investment), we verified the market prices applied to the
adjusted net asset valuation at the year-end;
●
We evaluated the appropriateness of the source documentation by performing
independent confirmation procedures with the administrators of the underlying
investment funds; and
●
To evaluate the reliability of the Investment Manager’s process we performed
back testing of the source documentation used in the group's prior year
valuations against the audited financial statements issued by the underlying
investment funds.
B)
Calculation
●
As the source documentation obtained for indirect investments related primarily
to 30 September 2024, we tested the control procedures in place at the
Investment Manager over the roll forward of the net asset value from 30
September 2024 to 31 December 2024; and
●
We checked the mathematical accuracy and completeness of the roll forward
reports that contain the valuations for indirect investments.
Based on our work performed, we did not identify any material differences or matters for
further consideration.
Calculation of incentive fee
See notes 5 and 15 of the consolidated financial
statements for further information on the incentive fees
payable by the group.
Incentive fees comprise amounts accrued and payable to
the Investment Manager to compensate them for services
provided in a way which aligns their remuneration with the
group's investment performance.
The incentive fee calculations, which are undertaken in
accordance with the offering documents and investment
management agreement between the group and the
Investment Manager are complex, which increases the risk
of error.
Incentive fees are calculated based on the fair value and
cash flows of each direct and secondary investment (as
defined in the investment management agreement). This
calculation is performed separately for each direct and
secondary investment, and also includes adjustments for
such items as underlying fee rebates. This means that
some of the calculations can be based on calculations with
a number of data inputs, some of which are unobservable,
determined or calculated by management and therefore
also subject to judgment.
We focused on the incentive fee calculation due to the
complexity of the calculation and also due to the nature of
the incentive fees as there may be an increased risk that
these are overstated.
Our audit approach was based upon the specifics of the incentive fee arrangements as set
out in the investment management agreement and the notes to the consolidated financial
statements, and which are described in the company's offering documents.
We updated our understanding and evaluation of management's processes, internal controls
and accounting policies in so far as they apply to the calculation of incentive fees.
We performed the following procedures over the incentive fees:
●
We obtained a schedule of incentive fees expensed and examined the offering
documents and investment management agreement to check that incentive fees
are being calculated and accrued only when the contractual conditions existed
for the incentive fee to be recognized;
●
We also checked that all parameters of the incentive fee were included within
the calculation, as set out in the offering documents and investment
management agreement;
●
We performed both controls and substantive testing over the occurrence of the
investment disposals, the value of such disposals and the gains realised on such
disposals. This included checking that the returns achieved met the conditions in
place for the incentive fee to be triggered; and
●
We recalculated the incentive fee attributable to the Investment Manager using
the applicable methodology.
Based on our work performed, we did not identify any material differences or matters for
further consideration.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 55
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the consolidated
financial statements as a whole, taking into account the structure of the group, the accounting processes and controls, the
industry in which the group operates, and we considered the risk of climate change and the potential impact thereof on our
audit approach.
Scoping was performed at the group level with reference to the overall group materiality and the risks of material misstatement
identified, irrespective of whether the underlying transactions took place within the company or within the subsidiaries. Indi-
vidual subsidiaries were however assessed against an allocated component materiality to address the risk of material
misstatement to the group at the component level.
The transactions relating to the company and the subsidiaries are all maintained and made available to us and our supporting
team (from a separate PwC network firm) by the Investment Manager and Partners Group (Guernsey) Limited (the "Admin-
istrator"). As well as being under our direction and supervision, the audit work performed by our supporting team is subject
to our review.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the consolidated financial statements as a whole.
Based on our professional judgment, we determined materiality for the consolidated financial statements as a whole as
follows:
Overall group materiality
€23.4 million (2023: €22.0 million).
How we determined it
2.25% of net assets
Rationale for benchmark applied
We believe that net assets is the most appropriate benchmark because this
is the key metric of interest to the members of the company, It is also a
generally accepted measure used for companies in this industry.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was €17.2 million - €21.1 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality,
amounting to €17.5 million (2023: €16.5 million) for the group consolidated financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit
above €1.1 million (2023: €1.1 million) as well as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 56 | Annual Report 2024
Reporting on other information
The other information comprises all the information included in the Annual Report 2024 (the “Annual Report”) but does not
include the consolidated financial statements and our auditor’s report thereon. The directors are responsible for the other
information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report based on these responsibilities.
Responsibilities for the consolidated financial statements and the audit
Responsibilities of the directors for the consolidated financial statements
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the
consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards, the require-
ments of Guernsey law and for such internal control as the directors determine is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated 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 ac-
counting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
■
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
■
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 57
■
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
■
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the group’s ability to continue as a going concern over a period of at least twelve months from the date of approval
of the consolidated financial statements. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inad-
equate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report.
■
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
■
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most signi-
ficance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such commu-
nication.
Use of this report
This report, including the opinions, has been prepared for and only for the members as a body in accordance with Section
262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving these opinions, 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.
Report on other legal and regulatory requirements
Company Law exception reporting
Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:
■
we have not received all the information and explanations we require for our audit;
■
proper accounting records have not been kept; or
■
the consolidated financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 58 | Annual Report 2024
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on other information section of this report.
The company has reported compliance against the 2019 AIC's Corporate Governance Code (the “Code”) which has been
endorsed by the UK Financial Reporting Council as being consistent with the UK Corporate Governance Code for the purposes
of meeting the company’s obligations, as an investment company, under the Listing Rules of the FCA.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement, included within the Directors’ Report is materially consistent with the consolidated financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:
■
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
■
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
■
The directors’ statement in the consolidated financial statements about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the
group’s ability to continue to do so over a period of at least twelve months from the date of approval of the consolidated
financial statements;
■
The directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why
the period is appropriate; and
■
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than
an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking
that the statements are in alignment with the relevant provisions of the Code; and considering whether the statement is
consistent with the consolidated financial statements and our knowledge and understanding of the group and its environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the consolidated financial statements and our knowledge
obtained during the audit:
■
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to assess the group's position, performance, business model
and strategy;
■
The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
■
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 59
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
consolidated financial statements in an annual financial report prepared under the structured digital format required by DTR
4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report
provides no assurance over whether the structured digital format annual financial report has been prepared in accordance
with those requirements.
Roland Mills
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognized Auditor
Guernsey, Channel Islands
20 March 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 60 | Annual Report 2024
12. Audited consolidated financial statements
Audited consolidated statement of comprehensive income
for the period from 1 January 2024 to 31 December 2024
Restated
Notes
01.01.2024
01.01.2023
In thousands of EUR 31.12.2024 31.12.2023
Net income from financial assets at fair value through profit or loss 154,32946,245
Private equity 164,23643,622
Interest & dividend income 9 10,47447
Revaluation 9 128,84354,660
Withholding tax on direct private equity investments 9 (2,281)(832)
Net foreign exchange gains / (losses) 27,200(10,253)
Other assets (9,907)2,623
Interest & dividend income 9 -(183)
Revaluation 9 (11,664)4,382
Withholding tax on other assets 9 (110)-
Net foreign exchange gains / (losses) 1,867(1,576)
Net income from cash & cash equivalents and other income (116)(17)
Interest & dividend income 99-
Withholding tax on interest income (35)-
Net foreign exchange gains / (losses) (180)(17)
Total net income 154,21346,228
Operating expenses (42,724)(28,946)
Management fees
19
(14,744)
(15,535)
Incentive fees
15,19
(25, 051)
(11,027)
Administration fees
19
(469)
(474)
Service fees
19
(250)
(292)
Other operating expenses (2,130)(1,513)
Revaluation of other long-term receivables (12)-
Other net foreign exchange gains / (losses) (68)(105)
Other financial activities (2,309)1,142
Interest expense - credit facilities 14 (1,009)(631)
Other finance cost (1,307)(2,362)
Net gains / (losses) from hedging activities 11 -4,134
Other income 71
Surplus / (loss) for period before tax 109,18018,424
Income tax expense (260)(3)
Other comprehensive income for period; net of tax --
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 61
Restated
Notes
01.01.2024
01.01.2023
In thousands of EUR 31.12.2024 31.12.2023
Surplus / (loss) for period after tax
108,920
18,421
Total comprehensive income for period
108,920
18,421
Weighted average number of shares outstanding
69,151,168.0 0
69,151,168.0 0
Basic surplus / (loss) per share for period (in EUR)
1.58
0.27
<
<
<
D i
>
>
>
luted surplus / (loss) per share for period (in EUR)
1.58
0.27
The earnings per share is calculated by dividing the surplus/ (loss) for period by the weighted average number of shares outstanding.
The above audited consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 62 | Annual Report 2024
Audited consolidated statement of financial position
As at 31 December 2024
Restated
Notes 31.12.202431.12.2023
In thousands of EUR
ASSETS
Financial assets at fair value through profit or loss
Private equity 9, 18 1,050,043969,391
9, 18
Other assets 25,00759,668
Other long-term receivables 541,383
Non-current assets 1,075,1041,030,442
Other short-term receivables
18
1,153
4,245
Cash and cash equivalents 18,6519,744
Withheld taxes available for deemed distributions -405
Current assets 19,80414,394
TOTAL ASSETS 1,094,9081,044,836
EQUITY AND LIABILITIES
Share capital
12
69
69
Reserves 1,038,999979,176
Total equity 1,039,068979,245
Short-term credit facilities 14 -19,000
Accruals and other short-term payables 10 55,84046,591
Liabilities falling due within one year 55,84065,591
TOTAL EQUITY AND LIABILITIES 1,094,9081,044,836
The above audited consolidated statement of financial position should be read in conjunction with the accompanying notes.
P. McKellar
Director
M. Wheatley
Director
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 63
Audited consolidated statement of changes in equity
for the period from 1 January 2024 to 31 December 2024
Share capital
Reserves
Total
In thousands of EUR
Balance at the beginning of period
69
979,176
979,245
Dividends paid
-
(49,097)
(49,097)
Surplus / (loss) for period after tax
-
108,920
108,920
Equity at end of period
69
1,038,999
1,039,068
for the period from 1 January 2023 to 31 December 2023
Share capital
Reserves
Total
In thousands of EUR
Balance at the beginning of period
69
1,011,235
1, 011,304
Dividends paid
-
(50, 480)
(50, 480)
Surplus / (loss) for period after tax
-
18,421
18,421
Equity at end of period
69
979,176
979,245
The above audited consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 64 | Annual Report 2024
Audited consolidated statement of cash flows
for the period from 1 January 2024 to 31 December 2024
Restated
Notes 01.01.2024 01.01.2023
In thousands of EUR 31.12.2024 31.12.2023
Operating activities
Surplus / (loss) for period before interest expense 110,18919,055
Adjustments:
Net foreign exchange (gains) / losses (28,819)11,951
Investment revaluation (117,179)(59,042)
Withholding tax on direct investments 2,391832
Revaluation of other long-term receivables 12-
Net result from interest income / (expense) (313)169
Net result from dividend income (10,485)(36)
Revaluation on forward hedges 11-(4,134)
(Increase) / decrease in receivables 4,489(429)
(Increase) / decrease in withheld taxes available for deemed distributions 405(405)
Increase / (decrease) in payables 9,150(15,269)
Realized gains / (losses) from forward hedges 11-27,023
Purchase of private equity investments 9 (33,094)(4,790)
Purchase of other investments 9 (1)(984)
Distributions from and proceeds from sales of private equity investments 9 127,28847,799
Distributions from other investments 9 3,6604,718
Interest & dividends received 10,549514
Net cash from / (used in) operating activities 78,24226,972
Financing activities
Increase in credit facilities
14
55,000
49,200
(Decrease) in credit facilities
14
(74,000)
(30,200)
Interest paid
- credit facilities
14
(1,058)
(582)
Dividends paid
12
(49,097)
(50,480)
Net cash from / (used in) financing activities (69,155)(32,062)
Net increase / (decrease) in cash and cash equivalents 9,087(5,090)
Cash and cash equivalents at beginning of period 9,74414,851
Effects of foreign currency exchange rate changes on cash and cash equivalents (180)(17)
Cash and cash equivalents at end of period 18,6519,744
The above audited consolidated statement of cash flows should be read in conjunction with the accompanying notes.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 65
Notes to the audited consolidated financial statements
for the period from 1 January 2024 to 31 December 2024
1 Organization and business activity
Partners Group Private Equity Limited is an investment holding company established on 12 May 1999. The Company was
originally established under the name of Princess Private Equity Holding Limited and was renamed on 21 June 2024 to
Partners Group Private Equity Limited. The Company is a Guernsey limited liability company that invests in a diversified
portfolio of private market investments through its wholly owned subsidiary, Princess Private Equity Subholding Limited
(the "Subsidiary"). The Subsidiary also holds certain investments through its wholly owned subsidiary Princess Direct
Investments, L.P. Inc. (the "Sub-Subsidiary"). The Sub-Subsidiary, the Subsidiary, and the Company form a group (the
"Group"). Both of these subsidiaries are consolidated as they are deemed to provide investment-related services to the
Company. The Group primarily accesses investments directly, and to a lesser extent via Partners Group's private equity
programs; the Company also holds a small portfolio of fund investments that is currently in run-off.
The shares of the Company were listed on the Prime Standard of the Frankfurt Stock Exchange from 13 December 2006
until 5 December 2012 (date of delisting). The shares of the Company remain listed on the Main Market of the London
Stock Exchange, where they have been listed since 1 November 2007.
2 Basis of preparation
The audited consolidated financial statements comprise the financial statements of the Group. The audited consolidated
financial statements have been prepared on a going concern basis in accordance with IFRS Accounting Standards as
issued by the International Accounting Standards Board ("IFRS Accounting Standards") and under the historical cost
convention as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.
The preparation of audited consolidated financial statements, in conformity with IFRS Accounting Standards, requires the
use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Although these estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those estimates. The areas where assumptions, judgments
and estimates are significant to the audited consolidated financial statements are disclosed in Note 4, 'Critical accounting
estimates and judgments'.
The Directors of the Company have elected to prepare audited consolidated financial statements for the period ended 31
December 2024 as the parent of the Group and therefore, in accordance with Section 244(5) of The Companies (Guernsey)
Law, 2008, they are not required to prepare individual accounts for the financial period in accordance with Section 243 of
The Companies (Guernsey) Law, 2008.
3 Material accounting policies
The accounting policies below have been applied consistently, except where otherwise noted, in dealing with items which
are considered material in relation to the Group's audited consolidated financial statements.
From 1 January 2024, the following existing revised IFRS Accounting Standards and interpretations to existing standards
were required to be adopted. The Group has consequently adopted all relevant and below-mentioned standards since 1
January 2024:
■
Amendments to IAS 1 Presentation of Financial Statements (effective from 1 January 2024) - Non-current Liabilities with
Covenants;
There are no other standards, amendments to standards or interpretations that are effective for annual periods beginning
on 1 January 2024 that have a material effect on the audited consolidated financial statements of the Group.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 66 | Annual Report 2024
The following standards, or amendments to existing standards, which are mandatory for future accounting periods, but
where early adoption is permitted now, have not been adopted:
■
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability (effective from 1
January 2025);
■
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective from 1 January
2026);
■
IFRS 18 Presentation and Disclosure in Financial Statements (effective from 1 January 2027);
The impact of these new accounting standards and interpretations is currently being assessed and it is expected that it will
not significantly affect the Group's results of operations or financial position.
Segmental reporting
Partners Group AG, appointed as the Investment Manager by the Directors, serves as the chief operating decision maker,
responsible for resource allocation and performance assessment of each operating segment. The operating segments are
reported internally across the Partners Group platform as private equity, private credit, private real estate, private infrastructure,
private resources and private markets royalties. However, for reporting to the Company's Board of Directors, these segments
are combined into Private Equity and Other Assets. To align the financial statement presentation with the Investment
Manager's portfolio categorization, the operating segments have now been reclassified as "Private Equity" and "Other
Assets" in the annual report for the year ended 31 December 2024 and subsequent reports. The "Other Assets" category
now includes investments previously part of private credit, private real estate, and private infrastructure segments. Comparative
figures have been restated to match the new presentation. The Directors have approved the changes to segmental reporting
made by the Investment Manager, considering the substantial revenue, net income, and assets in the Private Equity segment.
The "Other Assets" category represents less than 10% of the total. This presentation is in accordance with IFRS 8 Operating
Segments.
The reclassification of certain investments to the Private Equity segment detailed in Note 9 is considered an immaterial
change in financial statement presentation.
Consolidation
The Directors of the Company have determined that the Company is an investment entity in accordance with IFRS 10 based
on the fact that it meets the relevant definition criteria. The Company:
■
obtains funds from one or more investors for the purpose of providing those investors with investment management
services;
■
commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment
income or both; and
■
measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Group does not consolidate any entities other than the Subsidiary and Sub-Subsidiary (the "Subsidiaries"),
as further described in Note 4, "Critical accounting estimates and judgements".
Inter-company transactions, balances and unrealized gains or losses on transactions between Group companies are
eliminated on consolidation.
A list of the Group's subsidiaries is set out in a subsequent note (Note 20). The consolidation is performed using the purchase
method. All Group companies have 31 December as the end of their reporting periods.
Net income from short-term investments and cash and cash equivalents
Income from bank deposits and interest income from short-term investments are included on an accruals basis using the
effective interest rate method. Gains and losses from short-term investments and gains and losses from cash and cash
equivalents also include the increase or decrease in the value of short-term investments purchased at a discount or a
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 67
premium. All realized and unrealized surpluses and losses are recognized in the audited consolidated statement of
comprehensive income. Dividend income from money market funds ("MMFs") and short-term investments are recognized
when the right to receive payment is established.
Expenditure
All items of expenditure are included in the audited consolidated financial statements on an accruals basis.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary
economic environment in which the Group operates (the "Functional Currency") that most faithfully represents the economic
effect of the underlying transactions, events and conditions. The Group's economic environment has been assessed and
determined in accordance with the primary and secondary indicators defined in IAS 21 The Effects of Changes in Foreign
Exchange Rates. The audited consolidated financial statements are presented in Euros, which is the Company and Group's
Functional Currency.
(b) Transactions and balances
Transactions in foreign currencies are translated into the Functional Currency using the exchange rates prevailing at the
dates of the transactions or valuations where items are remeasured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at the end of the reporting period exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognized in the audited consolidated statement of comprehensive
income.
Financial assets and financial liabilities at fair value through profit or loss
(a) Classification
The Group classifies its investments based on both the Group's business model for managing those financial assets and
the contractual cash flow characteristics of the financial assets. The portfolio of financial assets is managed and performance
is evaluated on a fair value basis. The Group is primarily focused on fair value information and uses that information to
assess the assets' performance and to make decisions. The Group has not taken the option to irrevocably designate any
equity securities as fair value through other comprehensive income. The contractual cash flows of the Group's debt securities
are solely principal and interest; however, these securities are neither held for the purpose of collecting contractual cash
flows nor held both for collecting contractual cash flows and for sale. The collection of contractual cash flows is only incidental
to achieving the Group business model's objective. Consequently, all investments are measured at fair value through profit
or loss.
Where the Group has hedged the value of non-Functional Currency investments against the Functional Currency the Group
does not use hedge accounting as defined in IFRS 9. Derivative financial instruments are classified as financial assets and
financial liabilities at fair value through profit or loss in accordance with IFRS 9. They are initially recognized in the audited
consolidated statement of financial position at fair value and are subsequently remeasured to fair value. As a result, the
realized gains/losses and the unrealized changes in fair value are recognized in the audited consolidated statement of
comprehensive income under the heading "Other financial activities". The fair values of various derivative instruments used
for hedging purposes, if any, are disclosed in the notes.
Financial assets and financial liabilities at fair value through profit or loss consist of interests which are acquired by the
Group (including all related securities) in (typically unlisted) direct private market investments ("Direct Investments"), some
of which are accessed through Partners Group's access vehicles, and all other types of investments, which comprise
investments through Partners Group's funds, as well as other investment vehicles ("Indirect Investments"). These are
managed and their performance is evaluated on a fair value basis in accordance with the Group's documented investment
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 68 | Annual Report 2024
strategy. The Group's policy is used by the Investment Manager and the Directors to evaluate the information about these
financial assets and liabilities on a fair value basis together with other related financial information.
In setting the Group's investment policy the Directors have determined their intention to focus on making investments in
entities that adopt an internationally recognized standard of accounting.
(b) Recognition and derecognition
All transactions relating to financial assets and financial liabilities at fair value through profit or loss are recognized when
all risks and rewards of ownership have been transferred.
Any distributions, including return of principal of investment, received from the underlying Direct and Indirect Investments
are recognized when the Group's right to receive payment has been established.
Financial assets and financial liabilities at fair value through profit or loss are derecognized when the right to receive cash
flows has expired or where substantially all risks and rewards of ownership have been transferred.
Occasionally, the target investment structure may change under the normal course of operations, where an intermediary
investment vehicle transfers its ownership in the underlying investment to another vehicle within the structure. These
transfers are typically done at cost or fair value, depending on the jurisdiction in which the structures reside. On the basis
that the underlying investments are monitored on a look-through basis, these transactions are not deemed to be realizing
events for the purpose of the incentive fees calculations.
Cash and payment-in-kind ("PIK") interest relating to debt investments held at fair value through profit or loss are recognized
on an accruals basis within interest income (including PIK) in the audited consolidated statement of comprehensive income
when the Group's right to receive payment is established.
(c) Measurement
As a matter of principle, financial assets and financial liabilities at fair value through profit or loss are initially recognized at
fair value. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are
measured at fair value. Gains and losses arising from changes in the fair value of the financial assets or financial liabilities
at fair value through profit or loss are presented in the audited consolidated statement of comprehensive income within net
income from financial assets at fair value through profit or loss in the period in which they arise.
Distributions from Indirect Investments held at fair value through profit or loss are recognized in the audited consolidated
statement of financial position when the Group's right to receive payment is established. Distributions received from Indirect
Investments are recognized first as a repayment of the original capital contributed to the Indirect Investments which is
substantially in keeping with the distribution arrangements prescribed by the constituent documents of the Indirect Investments.
On repayment of any of the original capital contributed in full to the Indirect Investments, all subsequent distributions are
recognized in the audited consolidated statement of comprehensive income within revaluation.
Any interest and dividend distributions derived from Direct Investments are recognized when the Group's right to receive
payment is established and included within interest and dividend income in the audited consolidated statement of
comprehensive income.
(d) Fair value estimation
The fair values of financial instruments whose principal markets are actively traded exchange markets are based on quoted
market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the
price within the bid-ask spread which is most representative of fair value at the end of the reporting period.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 69
In assessing the fair value of non-traded financial instruments, the Group uses a variety of market and income methods
such as time of last financing, earnings and multiple analysis, discounted cash flow method and third-party valuation and
makes assumptions that are based on market conditions and expected market participant assumptions existing at the end
of each period. Quoted market prices or dealer quotes for specific similar instruments are also used for long-term debt
where appropriate. Other information used in determining the fair value of non-traded financial instruments includes latest
financial reports, subsequent cash flows and internally performed monitoring of triggering events (such as exits and initial
public offerings ("IPOs")) as well as pricing movements in comparable investments together with techniques, such as option
pricing models and estimated discounted value of future cash flows.
Short-term investments
Short-term investments consist of investments in treasury bills and money-market funds with a stated maturity between
three and twelve months at the date of acquisition. Short-term investments are classified and subsequently measured at
fair value through profit or loss.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the audited consolidated statement of financial
position where there is currently a legally and contractually enforceable right to offset the recognized amounts and there is
an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. A current legally and
contractually enforceable right to offset must not be contingent on a future event. Furthermore, it must be legally and
contractually enforceable in (i) the normal course of business; (ii) the event of default; and (iii) the event of insolvency or
bankruptcy of the Group and any of the counterparties.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank, term deposits, and MMFs with original maturity of three months or less
from the date of acquisition. MMFs are classified as cash and cash equivalents due to its liquidity and insignificant risk of
changes in value. The MMFs held at a constant net asset value have a weighted average maturity of less than 90 days
and are able to be redeemed on a same day basis. Cash and cash equivalents are stated at the carrying amount as this
is a reasonable approximation of fair value. Bank overdrafts are included within liabilities falling due within one year in the
audited consolidated statement of financial position. Cash and cash equivalents may include unrestricted variation margin
balances received from counterparties as collateral on derivative asset positions, which are due back to those counterparties
on settlement of the derivatives.
Other short-term receivables and long-term receivables
Other short-term receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are classified as current assets unless the maturities are more than twelve months after the end
of the reporting period, where they are classified as non-current assets. Other short-term receivables are stated at the
contractual amount less impairment, if any, as this is a reasonable approximation of fair value. Other short-term receivables
may include variation margin balances paid to counterparties on derivative liability positions, which are due back from those
counterparties on settlement of the derivatives.
Other long-term receivables also include amounts receivable by the Group at the reporting date which represent distributions
from underlying investments that are held through special purpose vehicles that could be subject to corporate tax in
jurisdictions different to that of the Group. In certain cases, all distributions received from underlying investments must be
retained in such vehicles until the investment is fully realized in order to benefit from such structuring. It has been determined
that future payments may need to be made by the special purpose vehicles to tax authorities in the jurisdictions in which
these are based, and as such not all of the amounts paid by the underlying investment may be recoverable in full by the
Group should the distributions be taxed. As a result, these long-term receivable balances are assessed for taxes owing
and the resulting revaluation of these long-term receivables is recorded under "revaluation of long-term receivables" in the
audited consolidated statement of comprehensive income. These underlying investments and related calls and distributions
have been accounted for on a look-through basis.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 70 | Annual Report 2024
Deferred receivables
Deferred receivables meet the definition of a financial asset as they represent a contractual right to receive cash for a
specified amount at a specified date. Deferred receivables which represent a financial asset are initially measured at fair
value. Subsequently these are measured at amortized cost using the effective interest rate method. At the end of the
reporting period, the Group shall measure the loss allowance on outstanding balance at an amount equal to the lifetime
expected credit losses if the credit risk has increased significantly since initial recognition. If however, the credit risk has
not increased significantly since initial recognition, the Group shall measure the loss allowance at an amount equal to
12-month expected credit losses. They are classified as assets falling due within one year unless the maturities are more
than 12 months after the end of the reporting period where they are classified as assets falling due after one year. A deferred
receivable is derecognized when the obligation to receive the specifically identified cash flows has been fulfilled, expired,
or there are no reasonable expectations of recovering those cash flows in their entirety or a portion thereof.
Accruals and other short-term payables
Accruals and other short-term payables are non-derivative financial liabilities with fixed or determinable payments that are
not quoted in an active market. They are classified as liabilities falling due within one year unless the maturities are more
than twelve months after the end of the reporting period where they are classified as liabilities falling due after one year.
Accruals and short-term payables are recognized initially at fair value and subsequently measured at amortized cost using
the effective interest method. Accruals and other short-term payables may include variation margin balances received as
cash from counterparties on derivative asset positions, which are payable back to those counterparties on the settlement
of the derivatives.
Borrowings
Borrowings consist of credit facilities and loans received either from financial institutions or from related parties. Such
borrowings are initially recognized at fair value and subsequently measured at amortized cost using the effective interest
rate method. Borrowings are derecognized when the obligation specified in the contract is discharged, canceled or expired.
In the audited consolidated statement of financial position borrowings are classified as liabilities falling due within one year
unless the maturities are more than twelve months after the end of the reporting period where they are classified as liabilities
falling due after one year.
Deferred payments
Deferred payments meet the definition of a financial liability as they are a contractual obligation for a specified amount at
a specified date. Deferred payments are initially recognized at fair value and subsequently measured at amortized cost
using the effective interest method. They are classified as liabilities falling due within one year unless the maturities are
more than twelve months after the end of the reporting period where they are classified as liabilities falling due after one
year. A deferred payment is derecognized when the obligation under the liability is paid or discharged.
Equity
Shares are classified as equity. Where any group company purchases the Company's equity share capital (treasury shares),
the consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the
Company's equity holders until the shares are canceled or reissued. Where such shares are subsequently reissued, any
consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to the
Company's equity holders.
4 Critical accounting estimates and judgments
There is significant subjectivity in the valuation of Direct and Indirect Investments with very little transparent market activity
to provide support for fair value levels at which willing buyers and sellers would transact. In addition there is subjectivity in
the cash flow modeling due to the fact that the underlying investments, in many cases, require funding based on their future
development. The estimates and judgments employed therein are therefore continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 71
Unlisted investments
For the valuation of such investments the Investment Manager reviews the latest information provided by underlying
investments and other business counterparties, which frequently does not coincide with the valuation date, and applies
widely recognized market and income valuation methods to such information such as time of last financing, earnings and
multiple analysis, discounted cash flow method and third-party valuation as well as market prices of similar investments to
estimate a fair value as at the end of the reporting period.
Critical judgments
In order to determine the underlying assumptions of such methods significant judgment is required. The areas of such
judgment include, but are not limited to:
■
Selection of valuation technique;
■
Selection of a set of comparable listed companies;
■
Selection of performance measures of such listed companies in order to determine comparable trading multiples;
■
Selection of recent transactions for the sales comparison method; and
■
Identification of uncertain tax positions.
As part of the fair valuation of such investments, the Investment Manager uses observable market data (whenever possible),
unobservable data and cash flow data to consider and determine the fair values of the underlying investments. Furthermore
the Investment Manager considers the overall portfolio against observable data and general market developments to
determine if the valuations attributed appear to be fair based on the current market environment. The Investment Manager
makes practical efforts to obtain the latest available information pertaining to the underlying unquoted investments.
The Investment Manager adheres to fair value assessment procedures that are determined independently of its investment
committee as part of the continuous evaluation of the fair value of the underlying unquoted investments.
Critical estimates
The Group estimates the fair value of an investment as at the valuation date based on an assessment of relevant applicable
indicators of fair value. Such indicators may include, but are not limited to:
■
Determination of adjustments to comparable trading multiples based on qualitative factors;
■
Determination of future cash flows;
■
Determination of applicable discount rates considering own and counterparties' credit risk;
■
Determination of applicable capitalization rates for the income method;
■
Determination of price within the bid-ask spread for investments with available broker quotes;
■
An underlying investment's most recent reporting information, including a detailed analysis of underlying company
performance and investment transactions with the Indirect Investments between the latest available reporting information
of the underlying investment and the end of the reporting period of the Group;
■
Review of a Direct Investment's most recent accounting and cash flow reports and models, including data supplied by
both the sponsor and the company and any additional available information between the date of these reports and the
end of the reporting period of the Group;
■
Review of recent transaction prices and merger and acquisition activity for similar Direct Investments;
■
Review of the Indirect Investment's application of generally accepted accounting principles and the valuation method
applied for its underlying investments, such as discounted cash flow and multiple analysis, which are based on available
information;
■
Review of current market environment and the impact of it on the Direct and Indirect Investments; and
■
Determination of the impact of uncertain tax positions on the valuation.
The variety of valuation bases adopted, quality of management information provided by the underlying Indirect Investments and
the lack of liquid markets for the investments held mean that there are inherent difficulties in determining the fair values of
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 72 | Annual Report 2024
these investments that cannot be eliminated. There are significant estimates and assumptions that are used in establishing
the fair value of financial assets and liabilities. As a result, the actual amounts realized on the sale of these instruments
may differ from the fair values reflected in these audited consolidated financial statements and these differences may be
significant as a result of the judgments and estimates applied. The output of the above estimation of the fair value of
investments is a significant factor in the calculation of estimated incentive fee accruals and any rebates.
Cash flow modeling
In addition to the review of historical data within the cash flow modeling, the Investment Manager also takes into account
current portfolio data together with the expected development of the market environment based on observable market
information and subjects this to simulations and stress-testing with consideration of certain scenarios which could occur
and their potential impact on the Group and its investment commitment and funding strategy.
The results of such observations are included within the investment models to provide an insight into future expected cash
flows and the liquidity requirements of the Group.
Critical estimates
As at the end of the reporting period, the Group estimates the cash flow requirements based on an assessment of all
applicable indicators, which may include but are not limited to the following:
■
Historical statistical data: external and internal data serve as the statistical basis of the quantitative model;
■
Current portfolio company information: the model is updated to take into account current data from the Group's Direct
and Indirect Investments;
■
Input from the Investment Manager's investment professionals: quantitative and qualitative inputs from the general market
environment and specific portfolio in the model;
■
Monte-Carlo simulations and stress-tests: stochastic behavior of private market cash flows combined with valuations
and tailor-made scenario analyses provide the basis for commitment decisions and quantitative risk management; and
■
Use of borrowings and anticipated usage of such borrowings for anticipated drawdowns in relation to unfunded
commitments to Direct and Indirect Investments.
There are judgments made, based on assumptions concerning the future, and uncertainty in the estimates in the cash flow
modeling method and as such the Investment Manager, on instruction from the Board of Directors, continuously compares
these assumptions against actual market and business developments and revises the cash flow model accordingly.
Investment entity status of Subsidiaries
The assessment whether to consolidate the Subsidiaries which relate to the Group's investment activities requires judgment
as to whether those Subsidiaries meet the definition of an Investment Entity in IFRS 10 and provide services that relate to
the Company's investment activities. Management has assessed the amendment to IFRS 10 (effective 1 January 2016)
and concluded that each of the Subsidiaries does not meet the definition of an Investment Entity in accordance with IFRS
Accounting Standards, primarily because each of the Subsidiaries has a single investor, which is a related party. Each of
the Subsidiaries' primary services is to provide investment-related services to the parent company, including but not limited
to providing investment management services to the Company and acting as guarantor to the Company of its short-term
credit facility.
5 Expenses
Management fees
Under the Investment Management Agreement (“IMA”) between the Company and Investment Manager, the Company
pays quarterly management fees to the Investment Manager in arrears. The quarterly management fees are calculated as
0.375% of the private equity asset value which is the higher of (i) the net asset value of the Company and (ii) the value of
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 73
the assets less any temporary investments of the Company, plus the amount of the Company's unfunded commitments to
make investments.
The below highlights the changes in management fees calculation basis effective 1 July 2020:
(i) The private equity asset value excludes the unfunded commitments of primary and secondary investments; and
(ii) The management fees are reduced or offset by the amount that would have been charged had the rate in relation to the
loan master fund investment been 0.6% per annum.
Administration fees
The administration fees are paid quarterly in advance pursuant to the administration agreement between the Company and
Partners Group (Guernsey) Limited (the "Administrator"). With effect from 1 July 2022, the quarterly administration fees are
calculated as 0.0125% of the first EUR 900 million of net asset value of the Company (previously 0.0125% of the first USD
1 billion of net assets) and 0.005% of the amount by which such net asset value of the Company exceeds EUR 900 million
(previously 0.005% of the amount by which such net assets exceed USD 1 billion).
Service fees
For the services provided under the investor relations agreement, the Company pays the Investment Manager a quarterly
compensation of EUR 62,500 excluding value added tax, if any, including any overhead, travel, out-of-pocket, information
technology, and other infrastructure expenses in connection with the provision of services under the agreement.
Incentive fees
In accordance with the IMA, the Investment Manager is entitled to receive a share of the realized profits of the Company,
otherwise referred to as incentive fees. Incentive fees, at each reporting date, are calculated taking into account the required
performance conditions and distribution arrangements of the Company in accordance with the IMA.
Distributions of cash proceeds derived from each secondary investment are distributed to the Company or due to the
Investment Manager as incentive fees in the following order of priority: (i) the Company receives 100% of all distributions
derived from the relevant secondary investment ("relevant distributions") until it has received relevant distributions equal
to its acquisition cost in respect of the relevant secondary investment plus an amount (the "preferred return") calculated at
the rate of 8% per annum compounded annually on the amount outstanding in respect to the relevant secondary investment
from time to time, taking into account the timing of the relevant cash flows; (ii) thereafter, incentive fees equal to 100% of
further relevant distributions received by the Company are due and payable to the Investment Manager until such time as
the Investment Manager has received 10% of the sum of the preferred return distributed to the Company and the incentive
fees due and payable to the Investment Manager; and (iii) thereafter, additional incentive fees equal to 10% of further
relevant distributions received by the Company are due and payable to the Investment Manager.
Distributions of cash proceeds derived from each Direct Investment are distributed to the Company or due to the Investment
Manager as incentive fees in the following order of priority: (i) the Company receives 100% of all distributions derived from
the relevant Direct Investment ("relevant distributions") until it has received relevant distributions equal to its acquisition
cost in respect of the relevant Direct Investment plus an amount (the "preferred return") calculated at the rate of 8% per
annum compounded annually on the amount outstanding in respect to the relevant Direct Investment from time to time,
taking into account the timing of the relevant cash flows; (ii) thereafter, incentive fees equal to 100% of further relevant
distributions received by the Company are due and payable to the Investment Manager until such time as the Investment
Manager has received 15% of the sum of the preferred return distributed to the Company and the incentive fees due and
payable to the Investment Manager; and (iii) thereafter, additional incentive fees equal to 15% of further relevant distributions
received by the Company are due and payable to the Investment Manager.
Incentive fees are calculated based on the value of each direct and secondary investments during the reporting period,
whether or not such investments are made through a pooling vehicle. This calculation is performed separately for each
direct and secondary investment.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 74 | Annual Report 2024
The foreign currency exchange fluctuations are included in this calculation.
The change in incentive fees is accounted for on an accruals basis and is presented separately in the audited consolidated
statement of comprehensive income.
Audit fees
During the reporting period, the Company paid audit fees in the amount of EUR 142,958 (2023: EUR 146,443).
6 Taxation
The Company and the Subsidiaries are exempt from taxation in Guernsey under The Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 1989 and are each liable for the payment of an annual fixed rate of GBP 1'600 (2023: GBP 1'200) per annum
for the granting of the exemption.
The Group is treated as a corporation for U.S. federal income tax purposes. According to U.S. tax laws, the Company's
effectively connected taxable income is subject to a federal tax rate of 21%. Such tax is reported as Income tax expense
in the audited consolidated statement of comprehensive income.
The Group may incur withholding taxes imposed by certain countries on income from underlying investments. Such income
is recognized gross of withholding taxes in the audited consolidated statement of comprehensive income.
7 Dividends
During the reporting period, the Board of Directors of Partners Group Private Equity Limited declared two interim dividends,
each of EUR 0.355 per ordinary share, which were paid on 17 June 2024 and 13 December 2024 to shareholders on the
register of members as at 17 May 2024 and 8 November 2024, respectively, in total amounting to EUR 49.1 million (total
dividend in 2023: two interim dividends, each of EUR 0.365 per ordinary share, which were paid on 2 June 2023 and 15
December 2023 to shareholders on the register of members as at 28 April 2023 and 10 November 2023, respectively, in
total amounting to EUR 50.5 million).
8 Segment calculation
The Investment Manager makes strategic allocations of assets between segments on behalf of the Group. The Group has
determined the operating segments based on the internal reporting provided by the Investment Manager to the Board of
Directors on a regular basis.
The Investment Manager considers that the investment portfolio of the Group may consist of up to six sub-portfolios, which
are managed by specialist teams within the Investment Manager. Only those segments applicable within the reporting
period have been reflected in these audited consolidated financial statements and the notes below. To align the financial
statement presentation with the Investment Manager's portfolio categorization, the operating segments have been reclassified
as "Private Equity" and "Other Assets". The "Other Assets" category now includes investments previously part of private
credit, private real estate, and private infrastructure segments. The changes in the reportable segments are disclosed in
Note 3.
The Investment Manager assesses the performance of the reportable segments based on the net income from and capital
appreciation of the financial assets at fair value through profit or loss by segment, based on the fair value methodologies
adopted by the Group. This measurement basis excludes any additional general income and expenses which are not
allocated to segments but are managed by the Administrator on a central basis.
Total assets allocated to reportable segments are those financial instruments presented in the audited consolidated statement
of financial position by segment, and the Group's other assets, receivables, liabilities, and cash are not considered to be
segment assets or liabilities and are managed centrally by the Administrator. Hedging gains and losses are attributable to
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 75
hedging activities of the Group and managed on a central basis by the Investment Manager and Administrator and the
Group's management and incentive fees paid are not considered to be segment expenses.
The segment information provided by the Investment Manager with respect to reportable segments for the period is as
follows:
Restated
01.01.2024
01.01.2023
In thousands of EUR 31.12.2024 31.12.2023
Private equity
Interest & dividend income
10,474
47
Revaluation
128,843
54,660
Withholding tax on direct private equity investments
(2,281)
(832)
Net foreign exchange gains / (losses)
27,200
(10,253)
Total net income private equity
164,236
43,622
Segment result private equity
164,236
43,622
Other Assets
Interest & dividend income
-
(183)
Revaluation
(11,664)
4,382
Withholding tax on other assets
(110)
-
Net foreign exchange gains / (losses)
1,867
(1,576)
Total net income other assets
(9,907)
2,623
Non-attributable
Interest & dividend income
64
-
Net foreign exchange gains / (losses)
(180)
(17)
Total net income non-attributable
(116)
(17)
Segment result non-attributable (including total net income non-attributable)
(42,840)
(28,963)
Other financial activities not allocated
(2,309)
1,142
Surplus / (loss) for the financial period before tax
109,180
18,424
Income tax expense
(260)
(3)
Surplus / (loss) for the financial period after tax
108,920
18,421
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 76 | Annual Report 2024
9 Financial assets at fair value through profit or loss
9.1 PRIVATE EQUITY
31.12.2024
31.12.2023
In thousands of EUR
Balance at beginning of period
969,391
968,814
Purchase of Direct and Indirect Investments
33,094
4,790
Distributions from and proceeds from sales of Direct and Indirect Investments
(127,288)
(47,799)
Reclassification of investments
21,095
-
Accrued cash and PIK interest
(11)
11
Revaluation
128,843
54,660
Withholding tax on direct private equity investments
(2,281)
(832)
Net foreign exchange gains / (losses)
27,200
(10,253)
Balance at end of period
1,050,043
969,391
Movement in unrealized gains / (losses) still held at end of period
50,565
20,460
9.2 OTHER ASSETS
Restated
31.12.2024
31.12.2023
In thousands of EUR
Balance at beginning of period
59,668
61,257
Purchase of Direct and Indirect Investments
1
984
Distributions from and proceeds from sales of Direct and Indirect Investments
(3,660)
(4,718)
Reclassification of investments
(21,095)
-
Accrued cash and PIK interest
-
(661)
Revaluation
(11,664)
4,382
Withholding tax on other assets
(110)
-
Net foreign exchange gains / (losses)
1,867
(1,576)
Balance at end of period
25,007
59,668
Movement in unrealized gains / (losses) still held at end of period
(4,210)
5,395
At the beginning of the reporting period, two investments were reclassified from Other Assets to Private Equity, amounting
to EUR 21,095,402, due to a review of categorization. This reclassification does not represent any changes in the investments
themselves and has no impact on the net asset value.
10 Accruals and other short-term payables
As at the end of the reporting period, accruals and other short-term payables mainly include accrued incentive fees of
EUR 50,314,960 (2023: accrued incentive fees of EUR 37,732,990).
11 Foreign exchange forward contracts
The Group discontinued hedging currency exposures beginning on 1 April 2023.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 77
31.12.2024
31.12.2023
In thousands of EUR
Unfunded commitments translated at the rate prevailing at end of period
120,579
115,294
12 Share capital, treasury shares, and reserves
12.1 CAPITAL
31.12.2024
31.12.2023
In thousands of EUR
Issued and fully paid
69,151,168 ordinary shares of EUR 0.001 each out of the bond conversion
69
69
Total issued and fully paid shares
69
69
At the annual general meeting held on 21 June 2024, the shareholders renewed the authority granted to Directors to
purchase up to 14.99% (2023: 14.99%) of the issued share capital of the Company.
During the reporting period, the Company did not buy back shares (2023: nil). No shares were canceled during the reporting
period and no shares were held as treasury shares at the end of the reporting period (2023: nil).
The total authorized share capital consists of 200,100,000 ordinary shares of EUR 0.001 each (total value EUR 200,100)
(2023: 200,100,000 ordinary shares of EUR 0.001 each).
12.2 RESERVES
The Directors have decided to present Reserves and Retained earnings as one reserve, both of which are distributable
reserves and similar in nature. This presentation remains consistent for the reporting period.
13 Commitments to Direct and Indirect Investments
14 Short-term credit facility
The Company may borrow under a multi-currency revolving credit facility with Lloyds Bank Corporate Markets plc. The
purpose of the facility is to provide funding for the acquisition of underlying investments and other working capital requirements.
The facility is secured by way of a market standard security package including a pledge over the shares in Princess Private
Equity Subholding Limited, a wholly owned subsidiary of the Company, and a pledge over ZKB Swiss and Credit Suisse
bank accounts.
The Company must maintain a total net asset value of at least EUR 500,000,000 (2023: EUR 500,000,000) and a total
asset ratio (total debt plus current liabilities as a percentage of restricted net asset value) not greater than 25%. The restricted
net asset value of the Group means total net asset value less:
(a) the aggregate net asset value in the base currency, calculated using the exchange rate on the specified date, to the
extent that it does not exceed the limits set out in the Diversity Tests as calculated based on (i) in respect of the period from
the original date of this Agreement to and including the Reporting Switch Date, by reference to the most recent Quarterly
Report or (ii) following the reporting switch date by reference to the most recent set of Annual Financial Statement,
Semi-
Annual Report or Quarterly Report; and
(b) to the extent that the value of any shares of the Borrower that are acquired as per definition of Permitted Acquisition
which is included in total net asset value, the value of such shares. Permitted Acquisition is (i) the acquisition of a Private
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 78 | Annual Report 2024
Equity Investment directly or indirectly by Subco given that certain conditions are met, including compliance with financial
covenants and the Investment Policy; and (ii) the acquisition by the Borrower of its own shares in the market or by tender
offer, as permitted by the Constitutional Documents and the Companies (Guernsey) Law, 2008, in order to mitigate any
discount to the net asset value at which such shares are trading.
As at the end of the reporting period and the previous reporting period, no event of default has occurred.
Date of entering the agreement
Amendment date
Date of termination of the agreement
Total lending commitment
Basis of the interest on principal drawn is: Margin +
27 July 2011
28 February 2023
13 December 2026
EUR 140,000,000 (2023: EUR 140,000,000)
Interest is payable using EURIBOR in relation to any loan in
EUR plus margin. The margin is subject to the loan-to-value
and is stepped between 2.95% and 3.25%.
31.12.2024
31.12.2023
In thousands of EUR
Short-term credit facility
Balance at beginning of period
19,000
-
Increase in credit facility
55,000
49,200
(Decrease) in credit facility
(74,000)
(30,200)
Balance at end of period
-
19,000
15 Incentive fees
31.12.2024
31.12.2023
In thousands of EUR
Balance at beginning of period 37,733 28,831
Change in incentive fees attributable to Investment Manager
25,051
11,027
Incentive fees paid/payable
(12,469)
(2,125)
Balance at end of period
50,315
37,733
Incentive fees accrued
84,479
69,352
Incentive fee rebates accrued
(34,164)
(31,619)
Total net incentive fees
50,315
37,733
The incentive fee balance as at the end of each period presented above represents a net amount which consists of incentive
fees accrued and incentive fee rebates accrued. Both net incentive fee balance as well as gross incentive fees accrued
and incentive fee rebates accrued as at the end of each period are presented separately.
16 Earnings per share and net assets per share
Basic earnings per share are calculated by dividing the surplus or loss for the financial period attributable to the shareholders
by the weighted average number of shares outstanding during the period. Diluted earnings per share are calculated by
adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares, if any.
There were no dilutive effects on the Company's shares during 2024 and 2023.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 79
The net asset value per share is calculated by dividing the net assets in the consolidated statement of financial position by
the number of shares outstanding at the end of the reporting period.
31.12.2024
31.12.2023
In thousands of EUR
Net asset value of the Group
1,039,068
979,245
Outstanding shares at the end of the reporting period
69,151,168.00
69,151,168.00
Net asset value per share at period end (in EUR)
15.03
14.16
17 Financial risk management
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market
prices, foreign currency exchange rates and interest rates. There is also counterparty risk from bank balances and derivatives
(and money market instruments if held by the Group). That would be the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment it has entered into with the Group. The Group's overall risk management
policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial
performance of the Group. During the previous reporting period, the Group discontinued the hedging of currency exposures.
The Group now reports the underlying investment currencies on a monthly basis, to allow investors who prefer a hedged
exposure to apply their own hedging overlay.
Following the transition of non-USD interbank offered rates ("IBORs") to alternative reference rates in previous reporting
years, the Group successfully made the transition to appropriate reference rates when USD LIBOR ceased on 30 June
2023.
17.1 FOREIGN CURRENCY EXCHANGE RISK
The Group holds assets and liabilities denominated in currencies other than its Functional Currency. The value of assets
and liabilities denominated in other currencies will fluctuate due to changes in exchange rates. The main currency risk for
the Group results from assets and liabilities held in other currencies where a change of exchange rates can have a material
impact on the value of assets and liabilities.
The annual volatility analysis uses cross-currency rates over the last ten years to the relevant period end in order to
incorporate long-term rate volatility trends. The analysis is based on the assumption that the non-Functional Currency
fluctuates by the annual volatility percentage, with all other variables held constant, and the amount by which the value of
applicable net assets would correspondingly fluctuate higher or lower is presented below.
31.12.2024
31.12.2023
In thousands of EUR
Net assets denominated in AUD
1
1
Net assets denominated in CHF
52,824
52,556
Net assets denominated in GBP
24,709
38,634
Net assets denominated in USD
416,803
430,879
Net assets denominated in INR
46,841
25,179
Net assets denominated in ILS
1
1
Applicable annual volatility AUD
7.88%
7.85%
Applicable annual volatility CHF
6.45%
6.31%
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 80 | Annual Report 2024
31.12.2024
31.12.2023
In thousands of EUR
Applicable annual volatility GBP
6.48%
6.55%
Applicable annual volatility USD
7.43%
7.51%
Applicable annual volatility INR
7.69%
7.85%
Applicable annual volatility ILS
8.15%
7.97%
Fluctuation of net assets and corresponding results depending on above-mentioned volatility
39,579
40,183
17.2 INTEREST RATE RISK
The Group may invest in interest-bearing mezzanine and senior debt investments that are exposed to cash flow interest
rate risk due to changes in market interest rates. The interest on mezzanine and senior debt investments is based on
alternative reference rates. A decrease in the market interest rates can lead to a decrease in the interest income of the
Group.
Cash and cash equivalents are only short-term and therefore interest rate exposure is limited. Excess cash balances may
be placed into instruments with fixed interest rates when necessary. As at 31 December 2024, there were no term deposits
(2023: nil).
The interest rates quoted against the general market are analyzed as part of the Group's liquidity monitoring process to
ensure that these are competitive and action is taken when appropriate.
Other than as stated herein, the income and operating cash flows are substantially independent from changes in market
interest rates.
A change of 100 basis points in interest rates at the reporting date would have resulted in either an increase or a (decrease)
in surplus or loss by the amounts stated below. This analysis assumes that all other variables, in particular foreign currency
rates, remain constant and is performed on the same basis for each relevant reporting period.
The risk exposures of the Group to variable rate instruments are presented in 'Variable Rate Instruments'. The sensitivity
of the Group's variable rate instruments to movements in interest rates is presented as at the end of each relevant reporting
period.
17.3 VARIABLE RATE INSTRUMENTS
31.12.2024 31.12.2023
In thousands of EUR
Mezzanine and senior debt investments 19 295
Cash and cash equivalents
18,651
9,744
Credit facility
-
(19,000)
Total variable rate instruments
18,670
(8,961)
17.4 SENSITIVITY ANALYSIS REPORTING PERIOD
100bp increase
100bp
In thousands of EUR
decrease
Impact on variable rate instruments
187
(187)
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 81
17.5 SENSITIVITY ANALYSIS PREVIOUS REPORTING PERIOD
100bp increase 100bp
In thousands of EUR decrease
Impact on variable rate instruments
(90)
90
17.6 CREDIT RISK
Whilst the Group intends to diversify its portfolio of investments, the Group's investment activities may result in credit risk
relating to investments in which the Group has direct or indirect (through underlying investments and investments in
subsidiaries) exposure. A negative credit development or a default of an investment in which the Group has direct or indirect
exposure will lead to a lower net asset value and to lower dividend and interest income from private credit within the other
assets operating segment or where the Group holds a direct interest. In addition, the Investment Manager regularly conducts
a concentration risk analysis on the underlying investments and has concluded that no action needs to be taken.
It is expected that investments will include those made in private credit funds within the other assets operating segment.
Many of the private credit funds may be wholly unregulated investment vehicles. In addition, certain of the private credit
funds may have limited or no operational history and have no proven track record in achieving their stated investment
objective. The investment risk is managed by an investment strategy that diversifies the investments in terms of geography,
financing stage, industry or time.
Derivative counterparties and cash transactions are typically limited to high credit quality financial institutions, which are
governed by an internal rating system calculated based on publicly available data and takes into account the ratings assigned
by credit rating agencies such as Moody's and Standard & Poor's. However, in certain rare circumstances, the Investment
Manager's best execution committee has the authority to approve such transactions with specific counterparties who do
not have ratings as a one-off authorization, with considerations related to best execution price, liquidity and availability of
other counterparties. The Investment Manager ensures that surplus cash is invested in temporary investments. In addition,
where the Group holds significant amounts of cash the Investment Manager may seek to diversify this exposure across
multiple financial institutions.
The Group may also invest in mezzanine and senior debt facilities of private market investment backed underlying investments.
These underlying investments' financial performance is monitored on a monthly basis and classified by an internal rating
system, which consists of five categories: too early, with issues, on plan, above plan and outperformer. When assessing
the investment the Investment Manager takes into account a number of factors, including the financial position and actual
versus expected performance. The term "too early" is used during the period just after the initial investment when there is
insufficient information to assess the actual performance of the underlying investment. If an underlying investment's
performance is classified as "with issues", the mezzanine or senior debt facility will be closely and regularly monitored by
the Investment Manager, with regular communications being held with the manager of the underlying investment so that
the actual value can be assessed and, if necessary, written down. The amount of any unrealized loss is disclosed herein
and the change of credit quality, if any, is reflected in the fair value of the instrument.
The Group provides mezzanine and senior debt facilities to private companies which are represented as debt instruments.
No collateral is received from the underlying companies. The credit quality of these investments is based on the financial
performance of the individual portfolio company. For those assets that are not past due, it is believed that the risk of default
is small and the capital repayments and interest payments will be made in accordance with the agreed terms and conditions.
As part of the quarterly fair value assessment, the Investment Manager takes into consideration any breaches in covenants
and any changes in general market conditions.
The Group has no significant concentration of credit risk other than as detailed herein.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 82 | Annual Report 2024
The table 'Rating of Mezzanine and Senior Debt Investments' presents the classification of the Group's mezzanine and
senior debt investments in the categories described above at the end of each reporting period presented. The tables 'Duration
of Credit Risk Reporting Period' and 'Duration of Credit Risk Previous Reporting Period' present the duration of credit risk
of the Group as at the end of each period, respectively.
17.7 RATING OF MEZZANINE AND SENIOR DEBT INVESTMENTS
31.12.2024
31.12.2023
In thousands of EUR
Too early
-
-
With issues
19
295
On plan
-
-
Above plan
-
-
Outperformer
-
-
Total
19
295
17.8 DURATION OF CREDIT RISK REPORTING PERIOD
Not past due
Past due less
Past due more
In thousands of EUR
than 1 year
than 1 year
Cash and cash equivalents
18,651
-
-
Other short-term receivables
1,153
-
-
Other long-term receivables
54
-
-
Mezzanine and senior debt investments
19
-
-
As at the end of the Reporting Period, the Group held cash of EUR 15,796,960 with an International Swiss-based banking
group, which at that date had an S&P rating of A-2 and EUR 2,853,593 with a Swiss-based bank, which at that date had a
Moody's rating of P-1.
17.9 DURATION OF CREDIT RISK PREVIOUS REPORTING PERIOD
Not past due Past due less Past due more
In thousands of EUR
than 1 year
than 1 year
Cash and cash equivalents
9,744
-
-
Other short-term receivables
4,245
-
-
Other long-term receivables
1,383
-
-
Mezzanine and senior debt investments
295
-
-
As at the end of the Previous Reporting Period, the Group held cash of EUR 6,866,109 and EUR 2,877,533 with two
International Swiss-based banking groups which at the date had a Standard & Poor's rating of Aaa and Moody's rating of
A3, respectively.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 83
17.10 LIQUIDITY RISK
Liquidity risk arises where the Group may not be able to meet the obligations as and when these fall due for settlement.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions.
As the unfunded commitments can be drawn at any time, there may be periods when the Group appears to have inadequate
liquidity to fund its investments or settle other amounts payable by the Group due to unfunded commitments to underlying
investments or the receipt of recallable distributions from underlying investments that increase the unfunded commitments
to such investments. The Group's financial instruments include investments in unlisted securities, which are not traded in
an organized public market and may generally be illiquid. As a result, the Group may not be able to quickly liquidate its
investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to
specific events such as deterioration in their creditworthiness. The liquidity risk is managed through the use of quantitative
models by the Investment Manager's internal risk committee on a quarterly basis. If the risk committee concludes that there
is a risk of insufficient liquidity to fund investments, actions are taken into consideration such as entering into a credit facility,
reducing the amount of listed private equity, if any, or the selling of investments on the secondary market.
In March 2024, the Board introduced a Capital Allocation Policy to further support efficient liquidity management. The policy
provides for a rolling six-month Free Cash Flow forecast which prioritizes the meeting of the dividend objective and quantifies
expected surplus working capital available for share buy backs.
T
he tables 'Liquidity Risk Reporting Period' and 'Liquidity Risk Previous Reporting Period' present the maturity bands of
the Group's assets and liabilities at the end of each period, respectively.
17.11 LIQUIDITY RISK REPORTING PERIOD
Less than 3
3 to 12 months
More than 12
In thousands of EUR
months
months
Unfunded commitments to Direct and Indirect Investments
(120,579)
-
-
Liabilities falling due within one year
(5,525)
(50,315)
-
Current assets
19,804
-
-
Other long-term receivables
-
-
54
Undrawn credit facility
140,000
-
-
Total
33,700
(50,315)
54
17.12 LIQUIDITY RISK PREVIOUS REPORTING PERIOD
Less than 3 3 to 12 months More than 12
In thousands of EUR
months
months
Unfunded commitments to Direct and Indirect Investments
(115,294)
-
-
Liabilities falling due within one year
(27,858)
(37,733)
-
Current assets
14,394
-
-
Other long-term receivables
-
-
1,383
Undrawn credit facility
121,000
-
-
Total
(7,758)
(37,733)
1,383
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 84 | Annual Report 2024
17.13 OVERCOMMITMENT TO INVESTMENTS
As a result of maintaining a substantially full investment level over time, the Group may be subject to the risk of a shortfall
of liquidity available to meet its obligations in extreme events when distribution from investments is delayed or drawdowns
from commitments to funds are accelerated significantly beyond the expected values. To mitigate this risk, the development
of liquidity available and the outlook for the net cash flows of the Group based on a quarterly assessment utilizing quantitative
cash flow forecast models and prevailing market inputs are continuously monitored, and the Group may employ appropriate
measures such as re-investing distributions received from an investment to fund capital calls from other investments. The
investment strategy is based on the Investment Manager’s quantitative models, which use both top-down and bottom-up
inputs to run scenarios that ultimately inform or limit the investment activity.
17.14 CAPITAL RISK MANAGEMENT
The Group's objective when managing capital is to safeguard its ability to continue as a going concern and to maintain a
strong capital base so as to retain investor, creditor and market confidence with regards to its investment objectives. The
Group's capital is represented by its total equity. The Board of Directors also monitors the level of discount between the
market price of its equity and the Group's net asset value per share in open-market transactions. The Board has sought to
manage the level of discount by regular communication with investors and the general market and introduced the following
Capital Allocation Policy in March 2024 as an additional tool to manage the discount level where appropriate:
Once the share price is at a discount of more than or equal to 30% to the last reported NAV, 75% of "Free Cash Flow" will
be used to acquire issued shares, either for cancellation or to be placed into treasury for potential re-issue, until such time
as the discount is less than 30%. Where the share price is at a discount of more than or equal to 20% to the last reported
NAV, but less than 30%, 50% of Free Cash Flow will be used to acquire issued shares until such time as the discount is
less than 20%.
Free Cash Flow is defined as gross cash plus distributions and secondary sales contracted to be received by the Company,
less (for the next rolling 6 months) a provision for:
1. payment of the current dividend objective of 5% of the previous year end NAV;
2. fees, expenses and interest payable in managing and running the Company;
3. the repayment of any drawn debt facilities; and
4. a reserve of 3% of net assets, to cover anticipated cash drawn in respect of existing fund commitments, follow-on funding
for existing direct investments, and new direct investments at an advanced stage where such sums are committed. The
quantum of Free Cash Flow will be calculated at the beginning of each quarter. The above policy is subject to the limits and
terms of the shareholder authority approved at each AGM to buy back up to 14.99% of the Company's shares. The policy
will be reviewed regularly, and at least annually, by the Board and may be amended in light of Company and/or market
conditions. The Board reserves the right to undertake share buy backs at discounts of less than 20%.
As party to a credit facility contract, the Group is required to meet certain covenants and monitors its compliance with these
externally imposed restrictions. The covenants and the Group's compliance with them are described in the 'Short-term credit
facility' note (Note 14).
17.15 MARKET PRICE RISK
Financial assets at fair value through profit or loss held directly or indirectly bear risks of capital losses. This risk is moderated
through a careful selection of investments within specified limits. The Group's investments are monitored on a regular basis
and their performance is reviewed on a quarterly basis.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 85
31.12.2024
31.12.2023
In thousands of EUR
Financial assets at fair value through profit or loss
1,075,050
1,029,059
Total assets subject to market risk
1,075,050
1,029,059
Annual expected volatility
14.12%
14.08%
Potential impact on audited consolidated financial statements
151,797
144,892
17.16 STRUCTURED ENTITIES
IFRS 12 'Disclosure of interests in other entities' requires the Group to disclose details regarding structured entities invested
into by the Group. A structured entity in accordance with IFRS 12 is an entity that has been designed so that voting or
similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to
administrative tasks only and the relevant activities are directed by means of contractual arrangements. A structured entity
often has some or all of the following features or attributes:
■
Restricted activities.
■
A narrow and well-defined objective, such as to provide a source of capital or funding to an entity or provide investment
opportunities for investors by passing on risks and rewards associated with the assets of the structured entity to investors.
■
Insufficient equity to permit the structured entity to finance its activities without subordinated financial support.
■
Financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other
risks (tranches).
The Group considers all Indirect Investments held to be structured entities. Indirect Investments are included within the line
item 'Financial assets at fair value through profit or loss' in the audited consolidated statement of financial position. Unrealized
gains/losses arising from such Indirect Investments are accounted for within the line item 'Revaluation' in the audited
consolidated statement of comprehensive income. The risk concentration of the Indirect Investments is disclosed with
respect to geographic region and investment strategy. The net asset value of each line represents the fair value of the
respective Indirect Investments as well as the maximum exposure to loss resulting from such investments.
The presentation of the investment strategies have been aligned with the Investment Manager's portfolio categorization
and have now been reclassified as "Buyout" and "Other strategies" in the annual report for the year ended 31 December
2024 and subsequent reports. The "Other strategies" category now includes previous investment strategies such as special
situations, venture capital, real estate, infrastructure and growth. Comparative figures have been restated to match the new
presentation.
T
he table below has been prepared on a non look-through basis. Further details on the Group's portfolio prepared on a
look-through basis are shown on Portfolio composition page.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 86 | Annual Report 2024
17.17 STRUCTURED ENTITIES REPORTING PERIOD
31.12.2024
NAV in thousands of EUR
Region & Strategy
North America
Buyout
292,096
Other strategies 7,655
Western Europe
Buyout
272,623
Other strategies 28,568
Rest of World
Buyout
1,943
Other strategies
2,505
17.18 STRUCTURED ENTITIES PREVIOUS REPORTING PERIOD
31.12.2023
NAV in thousands of EUR
Region & Strategy
North America
Buyout 216,947
Other strategies 13,265
Western Europe
Buyout
158,037
Other strategies 22,908
Rest of World
Buyout
2,042
Other strategies
4,848
18 Fair value measurement
IFRS 13 'Fair value measurement' requires the Group to classify fair value measurements using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
■
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
■
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that
is, as observable prices or firm broker quotes) or indirectly (that is, derived from observable prices including discount
adjustments to quoted prices in the case of regulatory restrictions to sell such securities) (level 2);
■
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on
the basis of the lowest level of input that is significant to the fair value measurement in its entirety. For this purpose the
significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 87
measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement,
considering factors specific to the asset or liability.
The determination of what constitutes "observable" requires significant judgement by the Group. The Group considers the
observable data to be that 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.
In the event that the Group holds any quoted investments, including any shares received as a result of an IPO or listed
private market investments, these are valued based on quoted market prices in active markets and therefore classified in
level 1.
Any derivatives used for hedging and short-term investments valued using market dealer quotes can be redeemed at the
fair value measured and are therefore classified in level 2.
Level 3 comprises unquoted investments where the latest information, which may not coincide with the reporting date of
the Group or the valuation date of the investments, provided by underlying investments and other business partners is
reviewed, and widely recognized methods applied to value such investments are detailed in the 'Critical accounting estimates
and judgments' note.
The reconciliation of each class of financial instrument designated as level 3 is presented in the 'Financial assets at fair
value through profit or loss' note.
Transfers between level 1, 2 and 3, if any, are deemed to have happened at the end of the relevant reporting period.
The Group's classification of financial assets and liabilities measured at fair value in the fair value hierarchy described above
is presented as at the end of the relevant reporting period.
18.1 FAIR VALUE ESTIMATION REPORTING PERIOD
During the reporting period, there were no transfers between level 3 and levels 1 and 2 of the fair value hierarchy.
Level 1
Level 2
Level 3
Total balance
In thousands of EUR
Assets
Other short-term receivables
-
-
1,153
1,153
Financial assets at fair value through profit or loss - equity
-
-
1,067,600
1,067,600
securities
Financial assets at fair value through profit or loss - debt
-
-
7,450
7,450
investments
Total assets
-
-
1,076,203
1,076,203
Liabilities
Total liabilities
-
-
-
-
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 88 | Annual Report 2024
18.2 FAIR VALUE ESTIMATION PREVIOUS REPORTING PERIOD
Level 1 Level 2 Level 3 Total balance
In thousands of EUR
Assets
Other short-term receivables
-
-
4,245
4,245
Financial assets at fair value through profit or loss - equity
-
-
1,008,436
1,008,436
securities
Financial assets at fair value through profit or loss - debt
-
-
20,623
20,623
investments
Total assets
-
-
1,033,304
1,033,304
Liabilities
Total liabilities
-
-
-
-
During the previous reporting period, there were no transfers between level 3 and levels 1 and 2 of the fair value hierarchy.
18.3 FINANCIAL STATEMENT LINE ITEMS NOT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
All assets and liabilities presented in the audited consolidated statement of financial position, except for those measured
at fair value in accordance with IFRS 13, are measured at either amortized cost or their face value, both of which are deemed
to be a reasonable approximation of their fair values.
In conjunction with the fair value hierarchy disclosed in the 'Fair value measurement' note (Note 18):
■
Cash and cash equivalents as well as bank overdrafts are measured at values that would be reflective of level 1 prices.
These include cash in hand, deposits held with banks, money market funds, other short-term investments in active
markets and bank overdrafts.
■
Other receivables are measured at values that would be reflective of level 3 prices. These include contractual amounts
for settlement of trades and other obligations due to the Group.
■
Accruals and other short-term payables represent the contractual amounts and obligations due by the Group for settlement
of trades and expenses and are measured at values that would be reflective of level 2 prices, except for incentive fee
accruals due by the Group which are reflective of level 3 prices.
■
Deferred payments are measured at values that would be reflective of level 2 prices. These consist of payments for
financial assets purchased and receivables for financial assets sold, for which it was agreed with the contractual
counterparty to defer one or more payment installments.
■
Borrowings include credit facilities and loan granted to the Group and are measured at values that would be reflective
of level 2 prices.
■
Equity is a residual amount calculated by subtracting the total liabilities of the Group from the total assets of the Group.
As the lowest level of input that is significant to the fair value measurement of the inputs into this equation is level 3, the
values at which equity is measured would be reflective of level 3 prices.
18.4 SIGNIFICANT UNOBSERVABLE VALUATION INPUTS
The Group primarily presents level 3 investments using valuation techniques and inputs which consider the available
underlying investment valuation information. Level 3 investments may consist of Equity Instruments, Debt Instruments, and
Partnership Investments.
The main inputs into the Group's valuation models for Equity Instruments include EBITDA multiples (based on
budgeted/forward-looking EBITDA or historical EBITDA of the issuer and EBITDA multiples of comparable listed companies
for the equivalent period), discount rates, capitalization rates, price to book as well as price to earnings ratios and enterprise
value to sales multiples. The Group also considers the original transaction prices, recent transactions in the same or similar
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 89
instruments and completed third-party transactions in comparable instruments and adjusts the model as deemed necessary.
Further inputs consist of external valuation appraisals and broker quotes.
In order to assess level 3 valuations in accordance with the constituent documents, the performance of the investments
held is reviewed on a regular basis. The appropriateness of the valuation model inputs, as well as the valuation result, is
considered using various valuation methods and techniques generally recognized within the industry. From time to time,
the Group may consider it appropriate to change the valuation model or technique used in the fair valuation depending on
the individual investment circumstances, such as its maturity, stage of operations or recent transaction.
The Group utilizes comparable trading multiples in arriving at the valuation for the Equity Instruments. Comparable companies'
multiple techniques assume that the valuation of unquoted Equity Instruments can be assessed by comparing performance
measure multiples of similar quoted assets for which observable market prices are readily available. Factors considered in
the determination of appropriate comparable public companies include industry, size, development stage, and strategy.
Consequently, the most appropriate performance measure for determining the valuation of the relevant Equity Instrument
is selected (these include but are not limited to EBITDA, price to earnings ratio for earnings or price to book ratio for book
values). Trading multiples for each comparable company identified are calculated by dividing the enterprise value or market
capitalization of the comparable company by the defined performance measure. The relevant trading multiples might be
subject to adjustment for general qualitative differences such as liquidity, growth rate or quality of customer base between
the valued Equity Instrument and the comparable company set. The indicated fair value of the Equity Instrument is determined
by applying the relevant adjusted trading multiple to the identified performance measure of the valued company.
The valuation of an Equity Instrument may alternatively be derived using the discounted cash flow method by discounting
its expected future cash flows to a present value at a rate of expected return that represents the time value of money and
reflects its relative risks. Equity Instruments can be valued by using the "cash flow to investor" method (a debt instrument
valuation), or indirectly, by deriving the enterprise value using the "free cash flow to company" method and subsequently
subtracting the investment's net debt in order to determine the equity value of the relevant investment. The expected future
cash flows are determined based on agreed investment terms or expected growth rates. In addition, based on the current
market environment, an expected return of the respective Equity Instrument is projected. The future cash flows are discounted
to the date of the relevant reporting period end in order to determine the fair value.
Debt Instrument valuations are derived by applying widely acceptable valuation methods suitable for Debt Instruments
which include, but are not limited to, using reliable broker quotes and the comparable debt approach. Reliable broker quotes
for Debt Instruments are provided by a reputable financial information provider. These quotes are applied on the nominal
value of such investments to derive the fair value. The comparable debt approach arrives at the valuation of a Debt Instrument
by discounting its expected future cash flows to a present value with a benchmark rate derived from observable pricing
levels of comparable debt instruments. Factors considered in the determination of such comparable instruments include,
but are not limited to, industry, coupon, duration and maturity date. Other methods used include EBITDA multiples and
enterprise value to sales multiples.
Partnership Investments, if presented, include the Group's investments into external investment vehicles. Level 3 Partnership
Investments are generally valued at the Partnership Investments' net asset values last reported by its governing bodies.
When the reporting date of such net asset values does not coincide with the Group's reporting date, the net asset values
are adjusted as a result of cash flows to/from a Partnership investment between the most recently available net asset value
reported, and the end of the relevant reporting period. The valuation may also be adjusted for further information gathered
through an ongoing investment monitoring process. This monitoring process includes, but is not limited to, binding bid offers,
non-public information on developments of portfolio companies held by Partnership Investments, syndicated transactions
which involve such companies and the application of reporting standards by Partnership Investments which do not apply
the principle of fair valuation.
The valuation of level 3 Equity Instruments derived using an unobservable input factor is directly affected by a change in
that factor. The change in valuation of level 3 Equity Instruments may vary between different investments of the same
category as a result of individual levels of debt financing within such an investment.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 90 | Annual Report 2024
No interrelationship between unobservable inputs used in the Group's valuation of its level 3 investments has been identified.
The Group presents investments whose fair values are measured in whole or in part using valuation techniques based on
assumptions that are not supported by prices or other inputs from observable current market transactions in the same
instrument and the effect of changing one or more of those assumptions behind the valuation techniques adopted based
on reasonable possible alternative assumptions.
Equity and Debt Instruments may include certain investments using the valuation technique "Reported fair value". Such
investments invest solely into an external investment vehicle, hence their fair value is based on reported fair value rather
than a direct investment valuation.
The sensitivity analysis presents the potential change in fair value for each category of investment in absolute values. For
a 5% movement in the significant unobservable input employed in the relevant valuation model, the corresponding incremental
change in valuation of the investment is calculated.
A sensitivity analysis is generally not performed for Equity and Debt Instruments that have been acquired within the last
three months of the relevant reporting period and where the acquisition cost was deemed to be fair value in accordance
with IFRS 13 as insufficient time has passed to determine a reliable sensitivity range based on valuation inputs that would
be considered appropriate by market participants.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 91
18.5 SIGNIFICANT UNOBSERVABLE VALUATION INPUT TABLE REPORTING PERIOD
Type of Fair value at Valuation Significant Range Sensitivity
security 31.12.2024 technique
Unobservable
(weighted
input average)
Fair value in thousands of EUR
Equity 863,104 Market Enterprise value
7.70x - 33.10x
68,809
(68,809)
Instruments comparable to EBITDA (17.33x)
multiple
companies
39,637 Exit price Recent n.a. n.a. n.a.
transaction price
29,001
Discounted
Discount factor
12.90% - 15.30%
696
(696)
cash flow (14.00%)
21,101
Market
Price to book
1.92x - 1.92x
1'055
(1,055)
comparable ratio (1.92x)
companies
15,416 Market Enterprise value 2.00x - 16.50x 755 (755)
comparable
companies
to sales multiple
(5.46x)
2,555 Recent
Recent
n.a. n.a. n.a.
financing/ transaction price
transaction
374 Reported fair Reported fair
n.a
19
(19)
value
value
Debt
2,173
Market
Enterprise value
7.25x - 7.50x
n.a.
n.a.
Instruments comparable to EBITDA (7.43x)
companies
640 Discounted
Discount factor
15.00% - 15.00%
5 (5)
cash flow
(15.00%)
26 Exit price Recent n.a. n.a. n.a.
transaction price
Partnership 6,980 Adjusted Reported net n.a. 349 (349)
Investments reported net asset value
asset value
360 Adjusted Fair value n.a. 18 (18)
reported net adjustments
asset value
981,368
Total
93,682 Amounts from Partners Group investment vehicles
1,075,050
Total level 3 investments
n.a. - not meaningful as outlined in the note above
The amounts from Partners Group investment vehicles pertain to non-investment related assets/(liabilities) and/or any
difference in fair value classification of its underlying investments. In certain cases, this may also include underlying
investments that are measured under level 1 or level 2 but presented under level 3 in fair value measurement note since
the investments are held under external partnership investments.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 92 | Annual Report 2024
18.6 SIGNIFICANT UNOBSERVABLE VALUATION INPUT TABLE PREVIOUS REPORTING PERIOD
Type of Fair value at Valuation Significant Range Sensitivity
security 31.12.2024 technique
Unobservable
(weighted
input average)
Fair value in thousands of EUR
Equity
948,459
Market
Enterprise value
7.50x- 35.20x
78,095
(78,095)
Instruments comparable
to EBITDA
(16.88x)
companies
multiple
41,685
Discounted
Discount factor
14.00% - 16.75%
1,312
(1,312)
cash flow
(14.55%)
25,046
Exit price Recent n.a. n.a. n.a.
transaction price
15,811 Market Price to book 1.90x - 1.90x 791 (791)
comparable ratio (1.90x)
companies
12,212 Market
Enterprise value
2.10x- 20.40x
761
(761)
comparable
to sales multiple
(6.81x)
companies
419 Reported Reported fair n.a 21 (21)
fair value value
Debt 4,836
Discounted
Discount factor
12.00% - 20.00%
55 (55)
Instruments
cash flow
(16.03%)
1,292 Market
Enterprise value
11.00x - 11.00x
n.a.
n.a.
comparable to EBITDA (11.00x)
companies multiple
320 Market
Enterprise value
2.80x - 2.80x
n.a. n.a.
comparable
to sales multiple
(2.80x)
companies
81 Exit price Recent
n.a.
n.a.
n.a.
transaction price
Partnership 10,333 Adjusted Reported net n.a.
517
(517)
Investments reported net asset value
asset value
Adjusted Fair value n.a. 23 (23)
454
reported net adjustments
asset value
1,060,948
Total
(31,889) Amounts from Partners Group investment vehicles
1,029,059
Total level 3 investments
n.a. - not meaningful as outlined in the note above
PARTNERS GROUP PRIVATE EQUITY LIMITED
Annual Report 2024 | Page 93
The amounts from Partners Group investment vehicles pertain to non-investment related assets/(liabilities) and/or any
difference in fair value classification of its underlying investments. In certain cases, this may also include underlying
investments that are measured under level 1 or level 2 but presented under level 3 in fair value measurement note since
the investments are held under external partnership investments.
19 Related party transactions and balances
A related party to the Group is an entity or person which has the ability to directly or indirectly, and jointly control the Group,
or vice versa, or to exercise significant influence over the Group in making financial and operating decisions or is a member
of the key management team, including their immediate families, of the Group or its Board of Directors. Entities are also
related where they are members of the same group.
In this regard, the following are considered related parties in the context of these audited consolidated financial statements:
Partners Group Holding AG, all entities owned and controlled by Partners Group Holding AG, all entities advised by Partners
Group AG, and each of their key management.
As at the end of the Reporting Period, certain balances within the financial statements include components related to
transactions with related parties. These are identified and disclosed in accordance with the relevant accounting standards,
within the tables below, and where relevant within the 'related party / shareholder's loan', 'other long-term receivables',
'other long-term payables', 'other short-term receivables' and 'accruals and other short-term payables' notes, included within
these Audited Financial Statements.
The following represents the transactions and balances of the Group with related parties:
19.1 TRANSACTIONS
31.12.2024
31.12.2023
In thousands of EUR
Management fee expenses
14,744
15,535
Partners Group AG
14,744
15,535
Administration fee expenses
469
474
Partners Group (Guernsey) Limited
469
474
Service fee expenses
250
292
Partners Group AG
250
292
Incentive fee expenses
25,051
11,027
Partners Group AG
25,051
11,027
Incentive fee paid
(12,469)
(2,125)
Partners Group AG
(12,469)
(2,125)
Directors' fee expenses
370
280
Invested amounts and distributions from / (to) Partners Group advised products (investment
22,971
37,007
side), net
PARTNERS GROUP PRIVATE EQUITY LIMITED
Page 94 | Annual Report 2024
19.2 PERIOD-END BALANCES
31.12.2024
31.12.2023
In thousands of EUR
Other short-term receivables
1,053
873
Partners Group affiliated entities
1,053
872
Receivable from Investments
-
1
Accruals and other short-term payables
(4,367)
(6,364)
Partners Group affiliated entities
(4,367)
(6,270)
Payable to Investments
-
(94)
Accrued incentive fee
(50,315)
(37,733)
Partners Group AG
(50,315)
(37,733)
Investments in Partners Group advised products
947,217
941,632
Fair value of investments advised by Partners Group or related parties
781,756
696,669
20 Group entities - significant subsidiaries
Princess Private Equity Subholding Limited
Incorporated in Guernsey
Ownership interest as at 31 December 2024 and 31 December 2023: 100%
Activity: Investment services company
Princess Direct Investments, L.P. Inc.
Incorporated in Guernsey
Ownership interest as at 31 December 2024 and 31 December 2023: 100%
Activity: Investment services partnership
21 Events after the reporting date
The terms of the Investment Management Agreement have been revised with effect from 1 January 2025 to change the
basis of the investment management fee and incentive fee. The change has no impact on the management and incentive
fees accrued at 31 December 2024. The Board of Directors is of the opinion that no other events took place between the
end of the reporting period and the date of approval of these consolidated financial statements that would require disclosure
in or adjustments to the amounts recognized in these audited consolidated financial statements.
22 Approval of these financial statements
The Board of Directors approved these audited consolidated financial statements on 20 March 2025.
PARTNERS GROUP PRIVATE EQUITY LIMITED
Registered Office
Partners Group Private Equity Limited
Tudor House
Le Bordage
St. Peter Port
Guernsey, GY1 6BD
Channel Islands
Info: www.partnersgroupprivateequitylimited.com
Registered number: 35241
Independent Auditor
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
Channel Islands
Administrator
Partners Group (Guernsey) Limited
Tudor House
Le Bordage
St. Peter Port
Guernsey, GY1 6BD
Channel Islands
Investment Manager
Partners Group AG
Unternehmer-Park 3
6340 Baar
Switzerland
www.partnersgroup.com
Investor Relations
Partners Group AG
Andreea Mateescu
Unternehmer-Park 3
6340 Baar
Switzerland
+41417846673
pgpe-ltd@partnersgroup.com