Annual Report • Feb 28, 2019
Annual Report
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We believe the Company is well positioned to assemble a portfolio to deliver attractive returns to shareholders in the medium to long term.
I am pleased to present to you as Chairman the annual report for Puma VCT 13 plc for the year to 28 February 2019, which was the Company's first period of investment following closing of the first offer last summer. I am pleased to report that the fund raised just over £15.5 million over the two offers.
The Company began investing in the latter half of 2018 and has now deployed just under one third of available funds in qualifying investments.
The Investment Manager, Puma Investments, has over £150 million of money under management in this, other Puma VCTs and related EIS funds and a well-established, experienced VCT team to manage the Company's deal flow.
During the year, the Company completed a series of qualifying investments for a total of just over £4.5 million. At the end of the year, the Company had a total of £7.9 million invested - details of these investments can be found in the Investment Manager's report on pages 3 to 4.
The Investment Manager has continued to review a number of suitable investment opportunities, generated by a strong pipeline, and expects, in particular, to make qualifying investments during the coming year to ensure the Company is on course to meet its HMRC qualifying target.
PricewaterhouseCoopers LLP ("PwC") provides the board and the Investment Manager with advice on the ongoing compliance with HMRC rules and regulations concerning VCTs and has reported no issues in this regard for the Company to date. PwC will continue to assist the Investment Manager in establishing the status of potential investments as qualifying holdings, monitoring rule compliance and maintaining the qualifying status of the Company's holdings in the future.
The Company reported a loss of £927,000 for the year, a loss of 9.19p per ordinary share (calculated on the weighted average number of shares). This is a result of the running costs of the Company exceeding its income during this initial period whilst the Company assembles suitable investments, together with the Company's listed investments portfolio being marked to market. The Net Asset Value per ordinary share ("NAV") at 28 February 2019 was 89.38p. In line with the Company's dividend policy as stated in the Prospectus, no dividend was declared in respect of this accounting year.
The Investment Manager has a strong pipeline of companies which are suitable for investment. There are many suitable companies which are well-managed, in good market positions and which need our finance. We therefore believe the Company is well positioned to assemble a portfolio to deliver attractive returns to shareholders in the medium to long term.
David Buchler Chairman 27 June 2019
We have strong deal-flow and are meeting many potential investee companies with several interesting opportunities to make further qualifying investments.
As set out in the Chairman's Statement, availability of finance continues to be restricted for small and medium sized businesses (SMEs). As a consequence, the Company has been able to make a number of attractive investments in smaller companies. We have also continued to see a strong pipeline of potential investments, particularly opportunities to make further qualifying investments to ensure the Company meets its HMRC qualifying target.
In November 2018, the Company invested £1.3 million in Pure Cremation Holdings Limited (as part of a total cumulative £7.35 million qualifying investment alongside other Puma VCTs). Pure Cremation is a leading provider of so-called direct cremations, meeting the needs of a growing number of people in the United Kingdom who want a respectful direct cremation arranged without any funeral, leaving them free to say farewell how, where and when is right for them. The Pure Cremation team have many years' experience in the funeral services sector and acquired a site near Andover to develop a new crematorium and central facility. We are pleased to report that the Andover facility opened earlier this year and the business is performing well.
In December 2018, the Company invested £847,000 in Knott End Pub Company Limited (as part of a total cumulative £7.3 million qualifying investment alongside other Puma VCTs). Knott End has entered into a franchise agreement with Brewhouse & Kitchen Limited to roll out a portfolio of pubs offering on-site craft micro-brewing activities and good quality food. During the period, Knott End opened its first two pubs, in Milton Keynes and Horsham, West Sussex, both of which are trading well.
In December 2018 the Company invested £583,000 into Dymag Group Limited as part of a £3.6 million transaction. Dymag is a British designer and manufacturer of carbon hybrid automotive wheels. These are light weight wheels for performance cars. Established in 1974, Dymag is a pioneer in carbon wheel technology: it launched the first commercial carbon motorcycle wheel in 1996 and the first carbon hybrid car wheel in 2004. Following Dymag's successful expansion into car wheel manufacturing, the company continues to grow its presence in the aftermarket and original equipment manufacturer (OEM) channels, working with strategic regional aftermarket partners and several of the world's leading performance OEMs.
In February 2019 the Company invested £1.8 million into Open House London Limited as part of a £5 million transaction, investing alongside the Puma Alpha EIS fund. Open House owns and operates popular dining and drinking venues in London, The Lighterman and Percy &
Open House's popular dining and drinking venue, The Lighterman in King's Cross, London.
Founders. Open House was launched in 2015 by the team behind Cubitt House, a group of highly successful gastropubs in central London that were later sold to a private equity group in a competitive acquisition. The Company's investment will support the business in achieving its plans for future growth though further flagship units across London.
4
To manage the Company's liquidity, £4.9 million was allocated to be invested in a portfolio of listed equities during the year. At the end of February 2019 £3.9 million had been invested in a variety of UK listed equities with the highest exposure being to mid-sized companies with a market capitalisation between £100m and £4bn. During the year the portfolio recorded an unrealised capital loss of £550,000 and provided a dividend income of £36,000 to the fund. The decline in the listed equities reflects the weakness of the UK stock market, and particularly of mid-sized UK focused companies, over the period in which the equities were invested. This particularly negatively impacted mid-sized UK focused companies due to concerns over Brexit.
We are pleased to have invested the Company's funds in a diverse range of businesses and projects. We remain focused on generating strong returns for the Company in the qualifying portfolio as well as the equities portfolio held for liquidity management purposes, whilst balancing these returns with maintaining an appropriate risk exposure.
The Investment Management team continues to meet with companies which are potentially suitable for investment. Over the course of the next year, the Company will build the qualifying portfolio to ensure the Company remains on course to meets its HMRC qualifying target. We have strong deal-flow and are meeting many potential investee companies with several interesting opportunities to make further qualifying investments.
| Valuation £'000 |
Cost £'000 |
Gain/(loss) £'000 |
Valuation as a % of Net Assets |
|
|---|---|---|---|---|
| Qualifying Investments | ||||
| Dymag Group Limited | 583 | 583 | - | 4% |
| Knott End Pub Company Limited | 847 | 847 | - | 6% |
| Open House London Limited | 1,800 | 1,800 | - | 13% |
| Pure Cremation Holdings Limited | 1,297 | 1,297 | - | 10% |
| Total Qualifying Investments | 4,527 | 4,527 | - | 33% |
| Liquidity Management | ||||
| Barclays Plc | 188 | 206 | (18) | 1% |
| British Land Company Plc | 208 | 208 | - | 2% |
| Chemring Group Plc | 137 | 188 | (51) | 1% |
| Diageo Plc | 214 | 201 | 13 | 2% |
| Discoverie Group Plc | 213 | 207 | 6 | 2% |
| Dixons Carphone Plc | 169 | 207 | (38) | 1% |
| Firstgroup Plc | 200 | 202 | (2) | 1% |
| GVC Holdings (UK) Limited | 143 | 217 | (74) | 1% |
| Headlam Group Plc | 180 | 197 | (17) | 1% |
| ITE Group Plc | 188 | 211 | (23) | 1% |
| Legal & General Group Plc | 216 | 201 | 15 | 2% |
| McColl's Retail Group Plc | 79 | 197 | (118) | 1% |
| Norcros Plc | 178 | 201 | (23) | 1% |
| Provident Financial Plc | 229 | 226 | 3 | 2% |
| Prudential Plc | 184 | 202 | (18) | 1% |
| PZ Cussons Plc | 164 | 203 | (39) | 1% |
| Revolution Bars Limited | 129 | 204 | (75) | 1% |
| Sports Direct International Plc | 166 | 216 | (50) | 1% |
| Volution Group Plc | 160 | 201 | (41) | 1% |
| Total Liquidity Management Investments | 3,345 | 3,895 | (550) | 24% |
| Total Investments | 7,872 | 8,422 | (550) | 57% |
| Balance of Portfolio | 6,057 | 6,057 | - | 43% |
| Net Assets | 13,929 | 14,479 | (550) | 100% |
Of the investments held at 28 February 2019, all are incorporated in England and Wales.
| Dymag Group Limited | |
|---|---|
| Cost (£'000) | 583 |
| Investment comprises: | |
| Ordinary shares | 583 |
| Debt | - |
| Valuation method | Price of recent investment |
| Valuation (£'000) | 583 |
| Income received by the Company from this holding in the year (£'000) | - |
| Unaudited accounts for the year ended | |
| Source of financial data | 31 December 2017 |
| Turnover (£'000) | Not disclosed |
| Profit before tax (£'000) | Not disclosed |
| Net liabilities (£'000) | (1,283) |
| Proportion of equity held | 10% |
| Proportion of voting rights held | 6% |
| Proportion of equity managed by | |
| Puma Investment Management Limited | 10% |
Dymag Group Limited is a British, elite motorbike and car wheel designer and manufacturer. Its wheels are steeped in the heritage of racing and now feature on some of the most expensive motorbikes and cars in the world. The equity held in Dymag Group Limited are E and F Ordinary Shares. Only E shares attract full voting rights.
| Cost (£'000) | 847 |
|---|---|
| Investment comprises: | |
| Ordinary shares | 847 |
| Debt | - |
| Valuation method | Price of recent investment |
| Valuation (£'000) | 847 |
| Income received by the Company from this holding in the year (£'000) | - |
| Unaudited accounts for the year ended | |
| Source of financial data | 30 September 2017 |
| Turnover (£'000) | Not disclosed |
| Profit before tax (£'000) | Not disclosed |
| Net assets (£'000) | - |
| Proportion of equity and voting rights held | 5% |
| Proportion of equity held by VCTs managed by Puma Investment | |
| Management Limited | 50% |
Knott End Pub Company Limited operates under a franchise agreement with Brewhouse & Kitchen. Currently the Company runs two pubs in Milton Keynes and Horsham. The equity held in Knott End Pub Company Limited is E Ordinary Shares which attract full voting rights.
| Cost (£'000) | 1,800 |
|---|---|
| Investment comprises: | |
| Ordinary shares | 1,800 |
| Debt | - |
| Valuation method | Price of recent investment |
| Valuation (£'000) | 1,800 |
| Income received by the Company from this holding in the year (£'000) | - |
| Audited accounts for the year ended | |
| Source of financial data | 31 December 2017 |
| Turnover (£'000) | 11,111 |
| Loss before tax (£'000) | (191) |
| Net liabilities (£'000) | (1,327) |
| Proportion of equity held | 35% |
| Proportion of voting rights held | 9% |
| Proportion of equity managed by | |
| Puma Investment Management Limited | 99% |
Open House London Limited is a London-based high-end food and beverages offering, operating two sites in King's Cross (The Lighterman) and Fitzrovia (Percy & Founders). The equity held in Open House London Limited are C and D Ordinary Shares. C and D Ordinary Shares in aggregate command 26.25% of the total voting rights.
| Cost (£'000) | 1,297 |
|---|---|
| Investment comprises: | |
| Ordinary shares | 1,297 |
| Debt | - |
| Valuation method | Price of recent investment |
| Valuation (£'000) | 1,297 |
| Income received by the Company from this holding in the year (£'000) | - |
| Unaudited accounts for the year ended | |
| Source of financial data | 31 December 2017 |
| Turnover (£'000) | Not disclosed |
| Profit before tax (£'000) | Not disclosed |
| Net assets (£'000) | 3,445 |
| Proportion of equity held | 9% |
| Proportion of voting rights held | 3% |
| Proportion of equity held by VCTs managed by | |
| Puma Investment Management Limited | 49% |
Pure Cremation Holdings Limited is expanding its offering of direct cremation services. The equity held in Pure Cremation Holdings Limited is C Ordinary Shares. B and C Ordinary Shares in aggregate command 15% of the total voting rights.
David is a Chartered Accountant and has some 36 years of experience in the field of corporate turnaround. He was a partner at Arthur Andersen prior to becoming a founding partner of Buchler Phillips, one of the UK's leading financial recovery and restructuring specialists, which was acquired by the Kroll Inc. Company in 1999, the world's leading risk mitigation firm. Until 2003, he was Chairman of Kroll for Europe and Africa. He is a former President of R3, the association of business recovery and turnaround professionals, as well as a member of the Institute for Turnaround, Trustee of Syracuse University, former Vice-Chairman of Tottenham Hotspur Football Club and former Deputy Chairman of the English National Opera. He is currently chairman of Volvere plc and has been a director of a number of other public companies, including a VCT.
Stephen is a UK institutional fund manager by background, including the founder and managing director of Rutherford Asset Management Limited where he created a number of highly successful smaller company investment vehicles, including Herald Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset Management Limited to Close Brothers Group and joined Close Investment Limited as managing director, where he was responsible for launching Close Brothers AIM VCT. He is a director of Octopus AIM VCT plc (successor to Close Brothers AIM VCT plc). He is a former chairman of Conduit PR Limited and PLUS Markets Group plc. He is Chairman of Businessagent.com.
Graham was previously a management consultancy partner in Touche Ross (now Deloitte), having begun his career as a Government economist. At Touche Ross he undertook strategic and economic assignments for a wide range of clients including appraisals of venture capital opportunities. In 1990 he joined the Shore Capital Group as managing director and has been involved in managing the Puma VCTs and other venture capital funds managed by the Shore Capital Group, including evaluating new deals for the funds and representing the funds with investee companies. Graham has been involved with AIM since its inception as both a corporate financier and investor and with private equity for more than 25 years. He is a director of the other Puma VCTs.
The Directors present their Strategic Report of the Company for the year ended 28 February 2019.
The Company was incorporated on 15 September 2016. The principal activity of the Company is the making of investments in qualifying and non-qualifying holdings of shares or securities. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006. The Company has been granted provisional approval by the Inland Revenue under Section 274 of the Income Tax Act 2007 as a Venture Capital Trust. The Directors have managed, and continue to manage, the Company's affairs in such a manner as to comply with Section 274 of the Income Tax Act 2007. The Company's ordinary shares of 0.05p each have been listed on the Official List of the UK Listing Authority since 2 July 2018.
The Company operates as a VCT to enable its shareholders to benefit from tax reliefs available. The Directors aim to maximise tax free distributions to shareholders by way of dividends paid out of income received from investments and capital gains received following successful realisations. The Company's strategy is set out in the Investment Policy set out below.
Puma VCT 13 plc seeks to achieve its overall investment objective (of proactively managing the assets of the fund with an emphasis on realising gains in the medium term) to maximise distributions from capital gains and income generated from the Company's assets. It intends to do so whilst maintaining its qualifying status as a VCT, by pursuing the following Investment Policy:
The Company may invest in a mix of qualifying and non-qualifying assets. The qualifying investments may be quoted on AIM or a similar market or be unquoted companies. The Company may invest in a diversified portfolio of growth oriented qualifying companies which seek to raise new capital on flotation or by way of a secondary issue. The Company has the ability to structure deals to invest in private companies with an asset-backed focus to reduce potential capital loss. The Company must have in excess of 80% of its assets invested in qualifying investments as defined for VCT purposes by 28 February 2021.
The portfolio of non-qualifying investments will be managed with the intention of generating a positive return. Subject to the Board and Investment Manager's view from time to time of desirable asset allocation, it will comprise quoted and unquoted investments (direct or indirect) in cash or cash equivalents, secured loans, bonds, equities, vehicles investing in property and funds of funds or on cash deposit.
A full text of the Company's investment policy can be found within the Company's prospectus at www.pumainvestments.co.uk.
The principal risks facing the Company relate to its investment activities and include market price risk, interest rate risk, credit risk and liquidity risk. An explanation of these risks and how they are managed is contained in note 14 to the financial statements. Additional risks faced by the Company are as follows:
Investment risk – Inappropriate stock selection leading to underperformance in absolute and relative terms is a risk which the Investment Manager and the Board mitigate by reviewing performance throughout the year and formally at Board meetings. There is also a regular review by the Board of the investment mandate and long term investment strategy and monitoring of whether the Company should change its investment strategy.
Regulatory risk – the Company operates in a complex regulatory environment and faces a number of related risks. A breach of s274 of the Income Tax Act 2007 could result in the Company being subject to capital gains on the sale of investments. A breach of the VCT Regulations could result in the loss of VCT status and consequent loss of tax relief currently available to shareholders. Serious breach of other regulations, such as the UKLA Listing Rules and the Companies Act 2006 could lead to suspension from the Stock Exchange. The Board receives quarterly reports in order to monitor compliance with regulations.
The principal uncertainties that may affect the Company relate to material changes in the UK economy or material changes to the VCT regulations. The Board continue to monitor these matters and will take appropriate action if required.
The Company's investment policy allows for a large proportion of the Company's assets to be held in unquoted investments. These investments are not publicly traded and there may not be a liquid market for them, and therefore these investments may be difficult to realise.
The Company manages its investment risk within the restrictions of maintaining its qualifying VCT status by using the following methods:
The Company's business review and future developments are set out in the Chairman's Statement, the Investment Manager's Report and Investment Portfolio Summary on pages 1 to 5.
At each board meeting, the Directors consider a number of performance measures to assess the Company's success in meeting its objectives. The Board believes the Company's key performance indicators are movement in Net Asset Value per ordinary share, Total Return per ordinary share and dividends per ordinary share. The Board considers that the Company has no non-financial key performance indicators. In addition, the Board considers the Company's compliance with the Venture Capital Trust Regulations to ensure that it will maintain its VCT status. An analysis of the Company's key performance indicators and the performance of the Company's portfolio and specific investments is included in the Chairman's Statement, the Investment Manager's Report and the Investment Portfolio Summary on pages 1 to 5.
The Directors have conducted a robust assessment of the principal risks facing the Company including those that would threaten its business model, future performance, solvency or liquidity. This is summarised above and in the Report of the Directors on page 13. The Directors have assessed the prospects of the Company for the three-year period from the balance sheet date. This is a period for which developments are considered to be reasonably foreseeable. This review included consideration of compliance with VCT regulations, the Company's current financial position and expected cash flows for the period and the current economic outlook.
Based on this review, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period to 28 February 2022.
The Company has retained PricewaterhouseCoopers LLP to advise it on compliance with VCT requirements, including evaluation of investment opportunities, as appropriate, and regular review of the portfolio. Although PricewaterhouseCoopers LLP work closely with the Investment Manager, they report directly to the Board.
Compliance with the VCT regulations (as described in the Investment Policy) for the year under review is summarised as follows: Position at
| 28 Feb 2019 | |
|---|---|
| 1. The Company holds at least 70% of its investments in qualifying companies (March 2018 share issue) |
Complied |
| 2. The Company holds at least 80% of its investments in qualifying companies (subsequent share issues); |
N/A* |
| 3. At least 70% of the Company's qualifying investments are held in "eligible shares"; |
Complied |
| 4. No investment constitutes more than 15% of the Company's portfolio at time of investment; |
Complied |
| 5. The Company's income for each financial year is derived wholly or mainly from shares and securities; |
Complied |
| 6. The Company distributes sufficient revenue dividends to ensure that not more than 15% of the income from shares and securities in any one year is retained; and |
Complied |
| 7. A maximum unit size of £5 million in each VCT qualifying investment (per tax year). |
Complied |
* 80% investment test to be met by 28 February 2021 and all accounting periods thereafter.
The Company has not disclosed any information about, or policies in relation to, employees as it has no employees (other than the Directors). All of the directors are male.
As a VCT the Company is a pure investment company and therefore has no trading activities. Due to this, the Company does not have a policy on environmental matters or social, community and human rights issues.
Approved by the Board and signed on its behalf by
Puma VCT 13 plc Annual report and accounts 2019
The Directors present their annual report and the audited financial statements of the Company for the year ended 28 February 2019. The Company's Registered Number is 10376236.
The Company has, in accordance with S.414C of the Companies Act, set out in the Strategic Report, information regarding financial risk management and future developments that would otherwise be set out in the Report of the Directors.
The results for the financial year are set out on page 21. The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend (2018: nil.). It is the aim of the Directors to maximise tax free distributions to shareholders by way of dividends paid out of income received from investments and capital gains received following successful realisations.
The issued share capital of the Company is detailed in note 12 of these accounts. Details of share voting rights and authority to repurchase ordinary shares are disclosed in the Corporate Governance Statement on page 16.
The Directors of the Company during the year and their beneficial interests in the issued ordinary shares of the Company at 28 February 2019 were as follows: 0.05p ordinary shares
| 28 February | 28 February | |
|---|---|---|
| 2019 | 2018 | |
| David Buchler Chairman) | 20,200 | - |
| Stephen Hazell-Smith | 51,000 | - |
| Graham Shore | 20,200 | - |
No options over the share capital of the Company have been granted to the Directors. There have been no changes in the holdings of the Directors since the year end.
The Company has delegated the investment management of the portfolio to Puma Investment Management Limited (Puma Investments). The principal terms of the Company's management agreement with Puma Investments are set out in note 3 of the financial statements. The annual running costs of the Company are subject to a cap of 3.5% of the Company's total fundraise.
The Company has delegated company secretarial and other accounting and administrative support to PI Administration Services Limited for an aggregate annual fee of 0.35% of the Net Asset Value of the Fund at each quarter end, payable quarterly in arrears.
Puma Investments and members of the investment management team will be entitled to a performance related incentive of 20% of the aggregate amounts realised by the Company in excess of £1.05 per Ordinary Share, and Shareholders will be entitled to the balance. This incentive will only be effective once the other holders of Ordinary Shares have received distributions of £1.05 per share (whether capital or income). The performance incentive structure provides a strong incentive for the Investment Manager to ensure that the Company performs well, enabling the Board to approve distributions as high and as soon as possible.
The performance incentive has been satisfied through the issue of 3,895,834 Ordinary Shares (as set out in note 11 of the financial statements) to the Investment Manager and members of the investment management team being 20% of the total issued Ordinary Share capital of 19,479,172 (shares in issue post share cancellation on 22 March 2019 as explained in note 11 of the financial statements). Under the terms of the incentive arrangement, all rights to dividends will be waived until the £1.05 per Ordinary Share performance target has been met.
It is the Directors' opinion that the continued appointment of the Investment Manager, Puma Investments, on the terms agreed is in the best interest of the shareholders as a whole. The Investment Manager is part of the Shore Capital Group which has a proven track record in VCT management and has a strong network within the industry.
The Company's corporate governance statement is set on pages 15–17.
The Company has no direct greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
After making enquiries the Directors believe that it is appropriate to continue to apply the going concern basis in preparing the financial statements. This is appropriate as the Company has access to cash reserves greater than the anticipated annual running costs of the Company. The Directors have considered a period of 12 months from the date of this report for the purposes of determining the Company's going concern status which has been assessed in accordance with the guidance issued by the Financial Reporting Council.
The material risks arising from the Company's financial instruments are market price risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each of these risks and these are summarised in note 14. These policies have remained unchanged since the beginning of the financial year. As a Venture Capital Trust, it is the
Company's specific business to evaluate and control the investment risk in its portfolio.
As at 28 February 2019, the Company had been notified of the following direct interests representing 3% or more of the issued share capital of the Company.
| Number of shares | Percentage of voting rights |
|
|---|---|---|
| Shore Capital Group | ||
| Investments Limited | 2,662,501 | 12% |
| David Kaye | 1,312,500 | 6% |
| Eliot Kaye | 974,999 | 4% |
| Tommy O'Sullivan | 937,500 | 4% |
| Rupert West | 937,500 | 4% |
All of the above shareholdings are held under the management performance incentive agreement explained in note 11 to the financial statements. As explained in note 11, 3,604,166 (48%) of the shares held under this arrangement were cancelled on 22 March 2019, reducing the total shares in issue and these shareholdings.
As a result of the cancellation and as at the date of this report, the Company had been notified of the following direct interests representing 3% or more of the issued share capital of the Company.
| Number of shares | Percentage of voting rights |
|
|---|---|---|
| Shore Capital Group | ||
| Investments Limited | 1,383,021 | 7% |
| David Kaye | 681,770 | 3% |
Qualifying third party indemnity provision was in place for the benefit of all Directors of the Company.
The Annual General Meeting of the Company will be held at Cassini House, 57 St James's Street, London SW1A 1LD on 16 August 2019 at 10.00am. Notice of the Annual General Meeting and Form of Proxy are inserted within this document.
The Directors resolved that RSM UK Audit LLP be reappointed as auditor in accordance with the provisions of the Companies Act 2006, s489. RSM UK Audit LLP has indicated its willingness to continue in office.
The Directors in office at the date of this report have confirmed that, as far as they are each aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.
The Directors are responsible for preparing the Strategic Report, the Report of the Directors, the Directors' Remuneration Report, and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Each of the Directors, whose names and functions are listed in the Directors' Biographies on page 8, confirms that, to the best of each person's knowledge:
The Directors consider that the report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
The financial statements are published on www.pumainvestments.co.uk, a website maintained by the investment manager. Legislation in the United Kingdom regulating the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
On behalf of the Board
David Buchler Chairman 27 June 2019
This report is prepared in accordance with Schedule 420-422 of the Companies Act 2006. A resolution to approve this report will be put to the members at the Annual General Meeting to be held on 16 August 2019.
The Board as a whole considers Directors' remuneration and, as such, a Remuneration Committee has not been established. The Board's policy is that the remuneration of non-executive Directors should reflect time spent and the responsibilities borne by the Directors on the Company's affairs and should be sufficient to enable candidates of high calibre to be recruited. Directors' fees payable during the year totalled £58,000 (excluding VAT) as set out in note 4.
On 13 September 2017 the Directors were appointed for a period of twelve months after which either party must give three calendar months' notice to end the contract.
The Directors are all non-executive and received emoluments as
| detailed below: | Unaudited Current Annual Fee 12 months £ |
Audited year ended 28 February 2019* £ |
Audited period ended 28 February 2018 £ |
|---|---|---|---|
| David Buchler (Chairman) |
25,000 | 24,000 | - |
| Stephen Hazell-Smith |
18,000 | 17,000 | - |
| Graham Shore | 18,000 | 17,000 | - |
| 61,000 | 58,000 | - |
* Remuneration commenced 19 March 2018 for all Directors being the date of the first share allotment.
These are the total emoluments. There are no pension contributions or share options. There is no requirement for the directors to hold shares in the Company. Directors' share interests are disclosed in the Report of the Directors on page 12 (audited).
Brief biographical notes on the Directors are given on page 8.
The remuneration levels for the forthcoming year are expected to be at the annual levels shown in the table above. The Directors shall be paid by the Company all travelling, hotel and other expenses they may incur in attending meetings of the Directors or general meetings or otherwise in connection with the discharge of their duties. The remuneration to be paid is as per the prospectus.
Directors' and Officers' liability insurance cover is held by the Company in respect of the Directors.
Resolutions to approve the Directors' Remuneration Policy and the Directors' Remuneration Report will be put to members at the AGM on 16 August 2019.
The following chart represents the Company's performance from inception to 28 February 2019 and compares the rebased Net Asset Value to a rebased FTSE AIM All-Share Index. This index is considered to be the most appropriate equity market against which investors can measure the relative performance of the Company. This has been rebased to 100 at 2 July 2018, the listing date for the Company.
Historic NAV of VCT (including dividends and tax relief) rebased to 130
On behalf of the Board
27 June 2019
The Directors support the relevant principles of the UK Corporate Governance Code issued in April 2016 and published on the Financial Reporting Council's website (www.frc.org.uk), being the principles of good governance and the code of best practice. Due to the VCT being a limited life vehicle some areas of the Code have not been complied with, these are set out in the Compliance Statement below.
The Company has a Board comprising three non-executive Directors. All Directors are independent as defined by the UK Corporate Governance Code except for Graham Shore as a result of his holding a Directorship of the parent of the Investment Manager. The Board considers that all Directors have sufficient experience to be able to exercise proper judgement within the meaning of the UK Corporate Governance Code. The Board has appointed David Buchler as the senior independent Director and he is also the Chairman. Biographical details of all Board members are shown on page 8.
Graham Shore and Stephen Hazell-Smith will retire at the forthcoming Annual General Meeting and, being eligible, will offer themselves for re-election. The Board believe that Graham Shore and Stephen Hazell-Smith have made valuable contributions during the year and remain committed to the role. The Board therefore recommends that shareholders re-elect Graham Shore and Stephen Hazell-Smith as directors at the forthcoming AGM.
Following the listing on 2 July 2018, full Board meetings take place quarterly and additional meetings are held as required to address specific issues. The Board has a formal schedule of matters specifically reserved for its decision. These include:
The attendance of individual Directors at full Board meetings during the year were as follows: Scheduled
| Board meetings |
|
|---|---|
| David Buchler | 2/2 |
| Graham Shore | 2/2 |
| Stephen Hazell-Smith | 2/2 |
The Board has also established procedures whereby Directors wishing to do so in the furtherance of their duties may take independent professional advice at the Company's expense.
All Directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the Company's assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.
The Board has not established a nominations committee or remuneration committee as they consider the Board to be small and comprises wholly of non-executive Directors. Appointments of new Directors and Directors' remuneration are dealt with by the full Board. The remuneration for 2019/20 for the Board will be as per the prospectus.
The Board reviewed Directors' remuneration during the year. Details of the specific levels of remuneration to each Director are set out in the Directors' Remuneration Report on page 14, and this is subject to shareholder approval.
There had been no changes to the composition of the Board since the date of issue of the prospectus and there are no planned changes. As a result, the Company has not established a diversity policy for new appointments in relation to the composition of the Board.
The Audit Committee comprises the two independent nonexecutive directors. It is chaired by David Buchler and meets annually with the external Auditor prior to approval of the Company's financial statements. There were two Audit Committee meetings during the year which were attended by both independent non-executive directors. The Audit Committee monitors the external Auditor's independence, the effectiveness of the audit process and other relevant matters. The Audit Committee receives written confirmation each year of the auditor's independence.
The Audit Committee considered the need for an internal audit function and concluded that this function would not be an appropriate control for a Venture Capital Trust.
The Audit Committee considers that the significant issues in relation to these financial statements relate to the carrying value and disclosure of the unquoted investments. The Audit Committee challenge findings and comments received from the Investment Manager on the financial performance of the investments.
The Audit Committee reviews and agrees the audit strategy paper, presented by the Auditor in advance of the audit, which sets out the significant risk areas to be covered during the audit. The Audit Committee meets prior to the approval of the financial statements to consider the Auditor's findings and challenges the work performed, especially in relation to unquoted investments.
RSM UK Audit LLP were appointed by the Board prior to the issue of the Prospectus. This is the Company's second Annual Report and Accounts and they have both been reported on by RSM UK Audit LLP. The Audit Committee, after taking into consideration comments from the Investment Manager and Administrator regarding the effectiveness of the audit process, recommend to the Board that RSM UK Audit LLP continues in office.
16
The Audit Committee approve the provision of any non-audit work prior to it being undertaken. No non-audit fees were charged during the year (2018: £nil).
The Audit Committee Terms of Reference are on the investment manager's website at www.pumainvestments.co.uk.
Shareholders have the opportunity to meet representatives of the Investment Management team and the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders, or to meet with shareholders if so requested. In addition to the formal business of the AGM, representatives of the Investment Management team and the Board are available to answer any questions a shareholder may have.
Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the UK Corporate Governance Code, proxy votes are announced at the AGM, following each vote on a show of hands, except in the event of a poll being called. The notice of the next AGM and proxy form are at the end of this document.
The Directors' statement of responsibilities for preparing the accounts is set out in the Report of the Directors on page 13, and a statement by the Auditor about their reporting responsibilities is set out in the Auditor's Report on pages 18 to 20.
The Company has adopted an Internal Control Manual ("Manual"), which has been compiled in order to comply with the UK Corporate Governance Code. The Manual is designed to provide reasonable, but not absolute, assurance against material misstatement or loss, which it achieves by detailing the perceived risks and controls to mitigate them. The Board is responsible for ensuring that the procedures to be followed by the advisers and the Directors are in place and review the effectiveness of the Manual on an annual basis to ensure that the controls remain relevant and were in operation throughout the year. The Board will implement additional controls when new risks are perceived and update the Manual as appropriate.
Although the Board is ultimately responsible for safeguarding the assets of the Company, the Board has delegated, through written agreements, the day-to-day operation of the Company to the following advisers:
Administration PI Administration Services Limited Investment Management Puma Investment Management Limited Puma Investment Management Limited identifies investment opportunities and monitors the portfolio of investments and makes recommendations to the Board in terms of suggested disposals and further acquisitions. Puma Investment Management Limited holds a discretionary investment mandate for all investments, although qualifying investments decisions are all approved by the Board.
PI Administration Services Limited is engaged to carry out the accounting function and manages the retention of physical custody of the documents of title relating to unquoted investments. Quoted investments are held in CREST.
The Directors confirm that they have established a continuing process throughout the year and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by the Company, and have reviewed the effectiveness of the internal control and risk management systems. As part of this process, an annual review of the internal control and risk management systems is carried out in accordance with the Financial Reporting Council guidelines for internal control. There were no problems identified from the Directors' annual review of the internal control and risk management systems.
Internal control systems include production and review of monthly management accounts. Both the annual and interim report are reviewed and approved by the board. All outflows made from the VCT's bank accounts require the authority of two signatories from Puma Investments, the Investment Manager. The Investment Manager is subject to regular review by the Shore Capital Compliance Department.
Ordinary shares are freely transferable in both certificated and uncertificated form and can be transferred by means of the CREST system. There are no restrictions on the transfer of any fully paid up share. With respect to voting rights the shares rank pari passu as to rights to attend and vote at any general meeting of the Company. The Company's shareholders do not have differing voting rights. Further details of the Company's rules are set out in the Company's prospectus at www.pumainvestments.co.uk.
Although the Ordinary Shares are traded on the London Stock Exchange, there is likely to be an illiquid market and in such circumstances Shareholders may find it difficult to sell their Ordinary Shares in the market. In order to try to improve the liquidity in the Ordinary Shares, the Board may establish a buy back policy whereby the Company will purchase Ordinary Shares for cancellation.
The Board has authority to make market purchases of the Company's own shares. This authority for up to 2,684,193 of the Company's issued share capital was granted at the last Annual
General Meeting. A resolution will be put to the next Annual General Meeting to renew this authority.
The Board has the authority to borrow up to 50% of the amount received from the issued share capital but there are currently no plans to take advantage of this authority.
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code provisions throughout the accounting year. With the exception of the items outlined below, the Company has complied throughout the accounting year ended 28 February 2019 with the provisions set out in the UK Corporate Governance Code. Due to the special nature of the Company being a VCT, the following provisions of the UK Corporate Governance Code have not been complied with:
Senior Independent Director and Chairman to be separate positions on the Board. The Board believes that David Buchler's experience allows him to exercise proper judgement in distinguishing between the roles.
On behalf of the Board
Chairman 27 June 2019
to the Members of Puma VCT 13 plc
18
We have audited the financial statements of Puma VCT 13 Plc for the year ended 28 February 2019 which comprise the income statement, the balance sheet, the statement of cash flows, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:
the directors' statement set out on page 11 in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors' identification of any material uncertainties to the company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
whether the directors' statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Unquoted investments are measured at fair value, which is established in accordance with the International Private Equity and Venture Capital Valuation Guidelines. This has been identified as an area of significant risk and is the key audit matter that our audit has focussed on given that the measurement of unquoted investments includes significant assumptions and judgements about the performance of the investee company. The investments disclosures are set out in note 8 to the financial statements.
Our procedures included:
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements. During planning materiality for the financial statements as a whole was calculated as £139,000, which was not significantly changed during the course of our audit. This has been calculated based on a percentage of net assets, which is the key element influencing net asset value which is considered to be one of the principal considerations for members of the company in assessing financial performance.
We agreed with the Audit Committee that we would report to them all unadjusted differences in excess of £5,000, as well as differences below those thresholds that, in our view, warranted reporting on qualitative grounds.
The company is a single entity, subject to local statutory audit, and our audit work was designed to address the risks of material misstatements identified to the level of materiality indicated above.
The other information comprises the information included in the annual report set out on pages 1 to 17, including the highlights, the chairman's statement, the investment manager's report, the investment portfolio summary, the significant investments, the directors' biographies, the strategic report, the report of the directors, the directors' remuneration report and the corporate governance statement, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material
misstatements of the other information where we conclude that those items meet the following conditions:
In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the report of the directors
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
20
As explained more fully in the directors' responsibilities statement set out on page 12, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of our audit, we will consider the susceptibility of the company to fraud and other irregularities, taking account of the business and control environment established and maintained by the directors, as well as the nature of transactions, assets and liabilities recorded in the accounting records. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs. However, the principal responsibility for ensuring that the financial statements are free from material misstatement, whether caused by fraud or error, rests with management who should not rely on the audit to discharge those functions.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
We were appointed by the directors on 8 December 2016 to audit the financial statements for the period ending 28 February 2018 and subsequent financial periods. The period of total uninterrupted engagement is two years, covering the periods ending 28 February 2018 to 28 February 2019.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Chartered Accountants 25 Farringdon Street London EC4A 4AB
27 June 2019
Puma VCT 13 plc Annual report and accounts 2019
For the year ended 28 February 2019
| Year ended 28 February 2019 |
Period ended 28 February 2018 |
||||||
|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Loss on investments | 8 (b) | - | (550) | (550) | - | - | - |
| Income | 2 | 45 | - | 45 | - | - | - |
| 45 | (550) | (505) | - | - | - | ||
| Investment management fees | 3 | (49) | (147) | (196) | - | - | - |
| Other expenses | 4 | (200) | (26) | (226) | (8) | - | (8) |
| (249) | (173) | (422) | (8) | - | (8) | ||
| Loss before taxation | (204) | (723) | (927) | (8) | - | (8) | |
| Taxation | 5 | - | - | - | - | - | - |
| Loss and total comprehensive income for the year |
(204) | (723) | (927) | (8) | - | (8) | |
| Basic and diluted Loss per Ordinary Share (pence) |
6 | (2.02p) | (7.17p) | (9.19p) | n/a | n/a | n/a |
All items in the above statement derive from continuing operations.
There are no gains or losses other than those disclosed in the Income Statement.
The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 by the Association of Investment Companies and updated in February 2018.
| As at 28 February 2019 |
As at 28 February 2018 |
||
|---|---|---|---|
| Note | £'000 | £'000 | |
| Fixed Assets | |||
| Investments | 8 | 7,872 | - |
| Current Assets | |||
| Debtors | 9 | 2,851 | 18 |
| Cash | 3,382 | - | |
| 6,233 | 18 | ||
| Creditors — amounts falling due within one year | 10 | (176) | (20) |
| Net Current Assets | 6,057 | (2) | |
| Net Assets/(Liabilities) | 13,929 | (2) | |
| Capital and Reserves | |||
| Called up share capital | 12 | 12 | 6 |
| Share premium account | 14,852 | - | |
| Capital reserve – realised | (173) | - | |
| Capital reserve – unrealised | (550) | - | |
| Revenue reserve | (212) | (8) | |
| Total Equity | 13,929 | (2) | |
| Net Asset Value per Ordinary Share | 13 | 89.38p | n/a |
The financial statements on pages 21 to 33 were approved and authorised for issue by the Board of Directors on 25 June 2019 and were signed on their behalf by:
David Buchler
Chairman
For the year ended 28 February 2019
| Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|
|---|---|---|
| Loss after tax | (927) | (8) |
| Loss on investments | 550 | - |
| Increase in debtors | (1,011) | - |
| Increase in creditors | 110 | 8 |
| Net cash used in operating activities | (1,278) | - |
| Cash flow from investing activities | ||
| Purchase of investments | (8,422) | - |
| Net cash used in investing activities | (8,422) | - |
| Cash flow from financing activities | ||
| Proceeds received from issue of ordinary share capital | 13,759 | - |
| Expense paid for issue of share capital | (677) | - |
| Net cash generated from financing activities | 13,082 | - |
| Net increase in cash and cash equivalents | 3,382 | - |
| Cash and cash equivalents at the beginning of the period | - | - |
| Cash and cash equivalents at the end of the period | 3,382 | - |
For the year ended 28 February 2019
| Called up share capital £'000 |
Share premium account £'000 |
Capital reserve – realised £'000 |
Capital reserve – unrealised £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|
| Balance as at 31 August 2017 | 4 | - | - | - | - | 4 |
| Shares issued in the period | 2 | - | - | - | - | 2 |
| Total comprehensive income for the period | - | - | - | - | (8) | (8) |
| Balance as at 28 February 2018 | 6 | - | - | - | (8) | (2) |
| Shares issued in the period | 8 | 15,575 | - | - | - | 15,583 |
| Expenses of share issues | - | (723) | - | - | - | (723) |
| Shares cancelled in the period | (2) | - | - | - | - | (2) |
| Total comprehensive income for the year | - | - | (173) | (550) | (204) | (927) |
| Balance as at 28 February 2019 | 12 | 14,852 | (173) | (550) | (212) | 13,929 |
Distributable reserves comprise: Capital reserve-realised, Capital reserve-unrealised (excluding gains on unquoted investments) and the Revenue reserve. At the year end, distributable revenue reserves were £ nil (2018: nil).
The Capital reserve-realised includes gains/losses that have been realised in the year due to the sale of investments, net of related costs. The Capital reserve-unrealised represents the investment holding gains/losses and shows the gains/losses on investments still held by the Company not yet realised by an asset sale.
Share premium represents premium on shares issued less issue costs.
The revenue reserve represents the cumulative revenue earned less cumulative distributions.
For the year ended 28 February 2019
Puma VCT 13 plc ("the Company") was incorporated in England on 15 September 2016 and is registered and domiciled in England and Wales. The Company's registered number is 10376236. The registered office is Cassini House, 57 St James's Street, London, SW1A 1LD. The Company is a public limited company (limited by shares) whose shares are listed on LSE with a premium listing. The Company's principal activities and a description of the nature of the Company's operations are disclosed in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include investments at fair value, and in accordance with the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 by the Association of Investment Companies and updated in February 2018 ("the SORP").
The comparative period is for the six month period to 28 February 2018.
Monetary amounts in these financial statements are rounded to the nearest whole £1,000, except where otherwise indicated.
All investments are measured at fair value. They are all held as part of the Company's investment portfolio and are managed in accordance with the investment policy set out on page 9.
Listed investments are stated at bid price at the reporting date.
Unquoted investments are stated at fair value by the Directors with reference to the International Private Equity and Venture Capital Valuation Guidelines ("IPEV") as follows:
Realised surpluses or deficits on the disposal of investments are taken to realised capital reserves, and unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves.
Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received. Interest receivable is recognised wholly as a revenue item on an accruals basis.
Upon its inception, the Company agreed performance fees payable to the Investment Manager, Puma Investment Management Limited, and members of the investment management team at 20% of the aggregate excess of the amounts realised over £1.05 per Ordinary Share returned to Ordinary Shareholders. This incentive will only be effective once the other holders of Ordinary Shares have received distributions of £1.05 per share.
The performance incentive has been satisfied through the issue of 3,895,834 Ordinary Shares (as set out in note 11 of the financial statements) to the Investment Manager and members of the investment management team being 20% of the total issued Ordinary Share capital of 19,479,172 (after share cancellation on 22 March 2019 explained in note 11 of the financial statements). Under the terms of the incentive arrangement, all rights to dividends will be waived until the £1.05 per Ordinary Share performance target has been met. The performance fee is accounted for as an equity-settled share-based payment.
For the year ended 28 February 2019
Section 26 of FRS 102 "Share-Based Payment" requires the recognition of an expense in respect of share-based payments in exchange for goods or services. Entities are required to measure the goods or services received at their fair value, unless that fair value cannot be estimated reliably in which case that fair value should be estimated by reference to the fair value of the equity instruments granted.
At each balance sheet date, the Company estimates that fair value by reference to any excess of the net asset value, adjusted for dividends paid, over £1.05 per share in issue at the balance sheet date. Any change in fair value is recognised in the Income Statement with a corresponding adjustment to equity.
26
All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of:
Corporation tax is applied to profits chargeable to corporation tax, if any, at the applicable rate for the year. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the marginal basis as recommended by the SORP.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more, or right to pay less, tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Realised losses and gains on investments, transaction costs, the capital element of the investment management fee and taxation are taken through the Income Statement and recognised in the Capital Reserve – Realised on the Balance sheet. Unrealised losses and gains on investments and the capital element of the performance fee are also taken through the Income Statement and are recognised in the Capital Reserve – Unrealised.
Debtors include other debtors and accrued income which is recognised at amortised cost, equivalent to the fair value of the expected balance receivable.
Creditors are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.
Final dividends payable are recognised as distributions in the financial statements when the Company's liability to make payment has been established. The liability is established when the dividends proposed by the Board are approved by the Shareholders. Interim dividends are recognised when paid.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year relate to the fair value of unquoted investments. Further details of the unquoted investments are disclosed in the Investment Manager's Report on pages 3 to 4 and notes 8 and 14 of the financial statements.
| 2. Income | Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|---|---|---|
| Income from investments | ||
| Dividends received | 36 | - |
| 36 | - | |
| Other income | ||
| Bank deposit income | 9 | - |
| 45 | - |
| 3. Investment Management Fees | ||
|---|---|---|
| Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|
| Puma Investments fees | 196 | - |
| 196 | - |
Puma Investment Management Limited ("Puma Investments") has been appointed as the Investment Manager of the Company for an initial period of five years, which can be terminated by not less than twelve months' notice, given at any time by either party, on or after the fifth anniversary. The Board is satisfied with the performance of the Investment Manager. Under the terms of this agreement Puma Investments will be paid an annual fee of 2% of the Net Asset Value payable quarterly in arrears calculated on the relevant quarter end NAV of the Company. These fees commenced on 19 March 2018 (the date of the first share allotment). These fees are capped, the Investment Manager having agreed to reduce its fee (if necessary to nothing) to contain total annual costs (excluding performance fee and trail commission) to within 3.5% of funds raised. Total costs this year were 2.8% (2018: nil) of the funds raised. Graham Shore, a director, holds a Directorship of the parent of the Investment Manager.
In addition to the investment manager fees disclosed above, during the year ended 28 February 2019, Puma Investments Management Limited charged fees totalling £467,500 (2018: £nil) in relation to share issue costs. The fees were to cover the costs of launching the VCT.
| 4. Other expenses | ||
|---|---|---|
| Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|
| PI Administration Services fees | 34 | - |
| Directors' remuneration | 58 | - |
| Social security costs | 4 | - |
| Auditor's remuneration for statutory audit | 25 | 8 |
| Transaction costs | 26 | - |
| Other expenses | 79 | - |
| 226 | 8 |
PI Administration Services Limited provides administrative services to the Company for an aggregate annual fee of 0.35% of the Net Asset Value of the Fund, payable quarterly in arrears.
Remuneration for each Director for the year is disclosed in the Directors' Remuneration Report on page 14. The Company had no employees (other than Directors) during the year (2018: none). The average number of non-executive Directors during the year was 3 (2018: 3). The non-executive Directors are considered to be the Key Management Personnel of the Company with total remuneration for the year of £62,000 (2018: nil) including social security costs.
The Auditor's remuneration of £20,500 (2018: £6,250) has been grossed up in the table above to be inclusive of VAT.
For the year ended 28 February 2019
| 5. Taxation | Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|---|---|---|
| UK corporation tax charged to revenue reserve | - | - |
| UK corporation tax charged to capital reserve | - | - |
| UK corporation tax charge for the year | - | - |
| Loss before taxation | (927) | (8) |
| Tax charge calculated on loss before taxation at the applicable rate of 19% | (176) | (2) |
| Tax on capital items not taxable | 105 | - |
| Tax losses carried forward | 71 | 2 |
| - | - |
Capital returns are not taxable as the Company is exempt from tax on realised capital gains whilst it continues to comply with the VCT regulations, so no corporation tax or deferred tax is recognised on capital gains or losses.
No provision for deferred tax has been made in the current accounting year. Due to the Company's status as a Venture Capital Trust and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. No deferred tax asset has been recognised in respect of the tax losses carried forward due to the uncertainty as to recovery.
| Revenue | Capital | Total | |
|---|---|---|---|
| Total comprehensive income for the year | (£204,000) | (£723,000) | (£927,000) |
| Weighted average number of shares in issue for the year Less: weighted average number of |
19,086,640 | 19,086,640 | 19,086,640 |
| management incentive shares (see note 11) | (9,000,000) | (9,000,000) | (9,000,000) |
| Weighted average number of shares | |||
| for purposes of return/(loss) per share calculations | 10,086,640 | 10,086,640 | 10,086,640 |
| Loss per share | (2.02p) | (7.17p) | (9.19p) |
No return/(loss) per share is presented for 2018 due to minimal activity in the period.
The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend (2018: nil).
| Qualifying | Non qualifying | ||
|---|---|---|---|
| (a) Movements in investments | investments £'000 |
investments £'000 |
Total £'000 |
| Purchased at cost | - | - | - |
| Net unrealised | - | - | - |
| Valuation at 1 March 2018 | - | - | - |
| Purchases at cost | 4,527 | 3,895 | 8,422 |
| Disposal of investments and repayment of loans and loan notes | - | (550) | (550) |
| Valuation at 28 February 2019 | 4,527 | 3,345 | 7,872 |
| Book cost at 28 February 2019 | 4,527 | 3,895 | 8,422 |
| Net unrealised losses at 28 February 2019 | - | (550) | (550) |
| Valuation at 28 February 2019 | 4,527 | 3,345 | 7,872 |
| (b) Losses on investments | Year ended 28 February 2019 £'000 |
Period ended 28 February 2018 £'000 |
|---|---|---|
| Realised gains on investment | - | - |
| Unrealised losses in period | (550) | - |
| (550) | - |
| (c) Quoted and unquoted investments | Market value as at 28 February 2019 £'000 |
Market value as at 28 February 2018 £'000 |
|---|---|---|
| Quoted investments | 3,345 | - |
| Unquoted investments | 4,527 | - |
| 7,872 | - |
Further details of these investments (including the unrealised loss in the year) are disclosed in the Chairman's Statement, Investment Manager's Report, Investment Portfolio Summary and Significant Investments on pages 1 to 7 of the Annual Report.
| 9. Debtors | As at 28 February 2019 £'000 |
As at 28 February 2018 £'000 |
|---|---|---|
| Other debtors | 2,829 | 18 |
| Prepayments and accrued income | 22 | - |
| 2,851 | 18 |
| As at 28 February 2018 £'000 £'000 |
|
|---|---|
| Accruals | 163 7 |
| Redeemable preference shares | 13 13 |
| 176 20 |
Redeemable preference shares were issued for total consideration £12,500 to Puma Investment Management Limited, being one quarter paid up, so as to enable the Company to obtain a certificate under s.761 of the Companies Act 2006.
Each of the redeemable preference shares carries the right to a fixed, cumulative, preferential dividend of 0.1% per annum (exclusive of any imputed tax credit available to shareholders) on the nominal amount thereof but confers no right to vote except as otherwise agreed by the holders of a majority of the Shares. On a winding-up, the redeemable preference shares confer the right to be paid the nominal amount paid on such shares. The redeemable preference shares are redeemable at any time by the Company and by the holder. Each redeemable preference share which is redeemed, shall, thereafter be cancelled without further resolution or consent.
For the year ended 28 February 2019
30
On 8 December 2016, the Company entered into an Agreement with the Investment Manager and members of the investment management team (together "the Management Team") such that the Management Team will be entitled in aggregate to share in 20 per cent of the aggregate excess on any amounts realised by the Company in excess of £1.05 per Ordinary Share, the Performance Target. This agreement was amended by a deed of variation on 28 June 2018 to extend the terms to cover the extended fundraising period.
This incentive is effective through the issue of ordinary shares in the Company, such that the Management Team hold 3,895,834 ordinary shares being 20% of the issued share capital of 19,479,172. As at 28 February 2019, there were 7,500,000 ordinary shares held by the Management Team. This was reduced to 3,895,834 ordinary shares on 22 March 2019 by the cancellation of 3,604,166 ordinary shares in accordance with the Terms of the Agreement.
The Management Team will waive all rights to dividends until a return of £1.05 per share (whether capital or income) has been paid to the other shareholders.
The performance incentive structure provides a strong incentive for the Investment Manager to ensure that the Company performs well, enabling the Board to approve distributions as high and as soon as possible.
| 12. Called Up Share Capital | As at 28 February 2019 £'000 |
As at 28 February 2018 £'000 |
As at 28 February 2019 Number of shares |
As at 28 February 2018 Number of shares |
|---|---|---|---|---|
| Allotted, called up and fully paid: | ||||
| Ordinary shares of 0.05p each | 12 | 6 | 23,083,338 | 11,250,002 |
| Allotted, called up and partly paid: | ||||
| Redeemable preference shares of £1 each | 13 | 13 | 50,000 | 50,000 |
Between 19 March and 5 April 2018, 8,849,391 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £8,849,391.
On 29 June 2018, 1,557,169 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £1,557,169.
On 10 October 2018, 1,839,123 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £1,839,123.
On 26 October 2018, 147,780 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £147,780.
On 11 December 2018, 779,917 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £779,917.
On 17 January 2019, 577,185 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £577,185.
On 22 February 2019, 1,832,771 Ordinary shares of £0.0005 each were allotted and issued £1 per share for total consideration of £1,832,771.
On 25 July 2018, 3,750,000 Ordinary shares of £0.0005 each were cancelled (during the year).
On 22 March 2019, 3,604,166 Ordinary shares of £0.0005 each were cancelled (post year-end).
| As at 28 February 2019 | As at 28 February 2018 | |
|---|---|---|
| Net assets/(liabilities) | £ 13,929,000 | £ (2,000) |
| Number of shares in issue | 23,083,338 | 11,250,002 |
| Less: management incentive shares (see note 11) | (7,500,000) | (11,250,000) |
| Number of shares in issue for purposes of Net | ||
| Asset Value per share calculation | 15,583,338 | 2 |
| Net asset value per share | ||
| Basic | 89.38p | n/a |
| Diluted | 89.38p | n/a |
The Company's financial instruments comprise its investments, cash balances, debtors and certain creditors. The fair value of all of the Company's financial assets and liabilities is represented by the carrying value in the Balance Sheet. Excluding cash balances, the Company held the following categories of financial instruments at 28 February 2019:
| As at 28 February 2019 £'000 |
As at 28 February 2018 £'000 |
|
|---|---|---|
| Financial assets at fair value through profit or loss | 7,872 | - |
| Financial assets that are debt instruments measured at amortised cost |
2,838 | 18 |
| Financial liabilities measured at amortised cost | (176) | (20) |
| 10,534 | (2) |
The main risks the Company faces from its financial instruments are market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency movements, liquidity risk, credit risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these risks. The Board's policies for managing these risks are summarised below and have been applied throughout the year.
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager monitors counterparty risk on an ongoing basis. The Company's maximum exposure to credit risk is as follows:
| As at 28 February 2019 £'000 |
As at 28 February 2018 £'000 |
|
|---|---|---|
| Cash at bank and in hand | 3,382 | - |
| Interest, dividends and other receivables | 2,838 | 18 |
| 6,220 | 18 |
The cash held by the Company at the year-end is held in two U.K. banks. Bankruptcy or insolvency of the bank may cause the Company's rights with respect to the receipt of cash held to be delayed or limited. The Board monitors the Company's risk by reviewing regularly the financial position of the bank and should it deteriorate significantly the Investment Manager will, on instruction of the Board, move the cash holdings to another bank.
Credit risk associated with interest, dividends and other receivables are predominantly covered by the investment management procedures. Other receivables is primary cash held by the share registrar, which has been remitted to the company since year end, and cash at the company's brokers, that is subject to reviews consistent with the banks noted above.
For the year ended 28 February 2019
32
Market price risk arises mainly from uncertainty about future prices of financial instruments held by the Company. It represents the potential loss the Company might suffer through holding investments in the face of price movements. The Investment Manager actively monitors market prices and reports to the Board, which meets regularly in order to consider investment strategy.
The Company's strategy on the management of market price risk is driven by the Company's investment policy as outlined in the Strategic Report on page 9. The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders.
Holdings in unquoted investments may pose higher price risk than quoted investments. Some of that risk can be mitigated by close involvement with the management of the investee companies along with review of their trading results.
42% (2018: 0%) of the Company's investments are quoted investments and 58% (2018: 0%) are unquoted investments.
Details of the Company's unquoted investments are provided in the Investment Portfolio summary on page 5. By their nature, unquoted investments may not be readily realisable and the Board considers exit strategies for these investments throughout the period for which they are held. As at the year end, the Company had no borrowings.
The Company's liquidity risk associated with investments is managed on an ongoing basis by the Investment Manager in conjunction with the Directors and in accordance with policies and procedures in place as described in the Report of the Directors and the Strategic Report. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains access to sufficient cash resources to pay accounts payable and accrued expenses.
The benchmark that determines the interest paid or received on the current account is the Bank of England base rate, which was 0.75% at 28 February 2019 (2018: 0.5%).
The Company has exposure to interest rate movements primarily through its cash deposits which track either the Bank of England base rate or LIBOR.
The following analysis sets out the interest rate risk of the Company's financial assets as at 28 February 2019.
| Rate status | Average interest rate |
Period until maturity |
Total £'000 |
|
|---|---|---|---|---|
| Cash at bank - Metro | Floating | 0.10% | - | 6 |
| Cash at bank - RBS | Floating | 0.25% | - | 3,376 |
| Balance of assets | Non-interest bearing | - - |
10,710 | |
| 14,092 |
The reporting currency of the Company is Sterling. The Company has not held any non-Sterling investments during the year.
Financial assets and liabilities measured at fair value are disclosed using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements, as follows:
Fair values have been measured at the end of the reporting period as follows:-
| 2019 £'000 |
2018 £'000 |
|---|---|
| - | |
| 4,527 | - |
| 7,872 | - |
| 3,345 |
The Level 3 investments have been valued in line with the Company's accounting policies and IPEV guidelines. Further details of these investments are provided in the Significant Investments section of the Annual Report on pages 6 to 7.
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk. By its nature, the Company must have an amount of capital, at least 70% (as measured under the tax legislation) of which must be, and remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed. For accounting periods commencing after 5 April 2019 this increases to 80%.
The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares, or sell assets to maintain a level of liquidity to remain a going concern. The Board has the opportunity to consider levels of gearing, however there are no current plans to do so. It regards the net assets of the Company as the Company's capital, as the level of liabilities is small, and the management of those liabilities is not directly related to managing the return to shareholders.
There were no commitments, contingencies or guarantees of the Company at the year-end (2018: none).
In the opinion of the Directors there is no immediate or ultimate controlling party.
34
David Buchler (Chairman) StephenHazell-Smith Graham Shore
Eliot Kaye
Registered Number 10376236
CassiniHouse 57 St James's Street London SW1A 1LD
Puma Investment Management Limited CassiniHouse 57 St James's Street London SW1A 1LD
SLC Registrars Ashley Park House 42-50 Hersham Road Walton-on-Thames Surrey KT12 1RZ
PI Administration Services Limited CassiniHouse 57 St James's Street London SW1A 1LD
RSM UK Audit LLP Chartered Accountants 25 Farringdon Street London EC4A 4AB
Howard Kennedy No 1 London Bridge London SE1 9BG
Metro Bank plc One Southampton Row London WC1B 5HA
The Royal Bank of Scotland plc London City Office PO Box 412 62-63 Threadneedle Street London EC2R 8LA
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Pershing Securities Limited 1 Canada Square London E14 5AL
Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House, 57 St James's Street, London, SW1A 1LD on Friday 16 August 2019 at 10.00am for the purpose of considering and, if thought fit, passing the following resolutions (resolutions 1-6 of which will be proposed as ordinary resolutions and resolution 7 as a special resolution):
Eliot Kaye Company Secretary
Dated: 19 July 2019
Cassini House 57 St James's Street London SW1A 1LD
Information regarding the Annual General Meeting, including the information required by section 311A of the CA 2006, is available from: www.pumainvestments.co.uk/pages/view/investors-information-vcts.
In either case, the revocation notice must be received by the Company's registrars, SLC Registrars, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(f) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 6.30 pm on 14 August 2019 or, in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6.30 pm on 14 August 2019 or, in the event that the Annual General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting.
(g) As at 19 July 2019, the Company's issued share capital comprised 19,479,172 Ordinary Shares and 50,000 Redeemable Preference Shares. The total number of voting rights in the Company as at 19 July 2019 is 19,479,172. The website referred to above will include information on the number of shares and voting rights.
On page 35 of the Report is the notice of Annual General Meeting which will be held on 16 August 2019. Set out below is a brief explanation of the resolution comprising special business to be proposed at the Annual General Meeting.
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 7, which will be proposed as a special resolution, would give the Board authority from shareholders to do so. Such authority will expire on the date of the 2020 Annual General Meeting or 15 November 2020, whichever is the earlier. The Directors intend to exercise this power only if and when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases would be in the best interests of the Company and shareholders generally. Any shares purchased in this way will be cancelled (in which case the number of shares in issue will be accordingly reduced).
This resolution specifies the maximum number of shares which may be acquired (being approximately 14.99% of the Company's issued shares as at the date of the resolution) and the maximum and minimum prices at which they may be bought.
For use at the Annual General Meeting of Puma VCT 13 plc convened for 16 August 2019 at 10.00am at Cassini House, 57 St James's Street, London, SW1A 1LD
I
I/We (BLOCK CAPITALS PLEASE)
of
being (a) member(s) of the Company hereby appoint the Chairman of the Meeting (see Note 2) or
as my/our proxy and to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 16 August 2019 and at any adjournment thereof. My/our proxy is to vote as indicated below in respect of the Resolutions set out in the Notice of Annual General Meeting (see Note 9).
If you wish to appoint multiple proxies please see note 1 over.
Please also tick here if you are appointing more than one proxy.
I have indicated with a "X" how I/we wish my/our votes to be cast on the following resolutions:
| Ordinary Resolutions | For | Against | Withheld | |
|---|---|---|---|---|
| 1 | To receive and adopt the Report and Accounts | |||
| 2 | To re-elect Stephen Hazell-Smith | |||
| 3 | To re-elect Graham Shore | |||
| 4 | To re-appoint RSM UK Audit LLP as Auditors and to authorise the Directors to determine their remuneration |
|||
| 5 | To approve the policy set out in the Remuneration Report | |||
| 6 | To approve the implementation report set out in the Remuneration Report | |||
| Special Resolution | ||||
| 7 | To authorise the Company to buy back shares |
Dated
Signed or sealed (see Note 6)
In either case, the revocation notice must be received by SLC Registrars, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 8 below, the proxy appointment will remain valid.
Investment Manager
Cassini House 57 St James's Street London SW1A 1LD
Adviser Enquiries: 020 7408 4070 Investor Enquiries: 020 7408 4100
[email protected] www.pumainvestments.co.uk
Puma Investments is a trading name of Puma Investment Management Limited which is authorised and regulated by the Financial Conduct Authority. FCA Number 590919
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