Chairman's
Statement
Highlights
- Seven new
investments added to the portfolio in the year bringing total
number of investments to 20
- £36.3m
raised during the year and a further £28.5m raised post
year-end
- £40.1m
available for deployment into new and follow on investments as at
the year-end
Introduction
I am pleased to present the sixth
report and financial statements for Puma VCT 13 plc ("the Company")
for the year to 29 February 2024. It has been another successful
year for the Company and I am delighted to be able to report on its
highlights.
Overview
The Company's Net Asset Value
("NAV") per share at the end of the year stood at
124.48p.
Six of the Company's qualifying
holdings were written up in value - including MUSO, which was
written up by £1.5m, HR Duo by £0.7m and CameraMatics by £0.6m.
These businesses have seen demand for their solutions grow, with
continued domestic and overseas expansions. Seven of the Company's
qualifying holdings were marked down in value. These
movements, together with running costs, accounted for the overall
NAV movement. The Company's loss for the year was £8.1m (2023:
profit £2.7m).
Further to statements made by the
Company in the prospectus published back in September 2023, Puma
VCT 13 is proposing to launch a dividend reinvestment scheme
("DRIS") under which shareholders will be able to reinvest any cash
dividends received into further shares. Details of the
proposed DRIS and the terms and conditions of the DRIS are set out
at the end of the notice of Annual General Meeting.
Fundraising
During the year, the Company
undertook a further fundraising. The Company raised £36.3m during
the year, with a further £28.5m raised after the
year-end.
This equity issue gives the Company
substantial deployable funds and will help spread fixed costs over
a wider shareholder base. It also gives the Company the ability to
expand the portfolio substantially.
Investment activity and
portfolio
We are pleased to report that
2023-24 has been an active year for the Company with seven new
qualifying investments in this period. These were made alongside
other Puma-managed funds and bring the current number of qualifying
investments to 20.
These investments were: £1.1m into
Bikmo, a specialist cycle and e-mobility insurer; £4.6m into Iris
an advanced audio technology company; £3.3m into Lucky Saint, the
UK's number 1 dedicated alcohol-free beer brand; £3.9m into Pockit,
a digital account provider; £0.8m into Thingtrax, a SaaS-based
manufacturing performance platform; £5.4m into Transreport, a
fast-growing accessibility technology company and £2.4m into
TravelLocal, a global travel marketplace.
Follow-on investments were also
made: £0.8m into Ostmodern; £0.9m into Connectr; £1.7m into Dymag;
£1.9m into CameraMatics and £0.8m into Ron Dorff.
The Company's holdings in Deazy, HR
Duo, Le Col, CameraMatics, MUSO and Open House have generated
positive valuation movements. Seven of the Company's qualifying
holdings were marked down in value.
Muso saw an increase in its
valuation of £1.5m in the year. Growth picked up in 2024 following
a slowdown in 2023 as a result of the actors and writers' strikes.
2024 has seen new client wins and a strong pipeline.
Dymag's valuation decreased by £3.9m
in the year as the after-market for car wheels slowed and car
manufacturers became more cautious despite ongoing investment in
product and sales capacity. Puma is working closely with management
recognising the challenges it faces.
Connectr was written down by £2.5m
in the year reflecting a challenging trading environment. Many
employers are cutting back on recruitment and associated spending
on software impacting new business growth
and renewal rates alike. Puma has supported the Company through a
restructure which has had a positive impact on cashflow and
profitability.
NAV
The NAV per share at the year-end
was 124.48p (2023: 133.05p). This figure reflects the initial funds
raised less the costs of issue, movements in the value of the
portfolio and running costs of the Company.
VCT qualifying status
Shoosmiths LLP 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. Shoosmiths and other
specialist advisors will continue to assist the Investment Manager
in establishing the status of potential investments as qualifying
holdings. Shoosmiths will continue to monitor rule compliance and
maintaining the qualifying status of the Company's holdings in the
future.
Outlook
During the period, I am pleased to
report that seven new investments were added to the portfolio,
bringing the total number of companies to 20, significantly
boosting diversification. This was done in a challenging
environment and shows the appeal of the Investment Manager's
proposition and its growing presence in the market.
In 2023, the wider VCT sector saw a
significant reduction in investment activity, down by nearly
30%1 compared to the previous year. This mirrored
broader economic challenges within the UK characterised by rising
interest rates, inflationary pressures, elevated debt levels, and
subdued consumer and business confidence. Consequently, company
valuations experienced a dip during this turbulent economic
backdrop.
However, despite these concerns, the
economic outlook for 2024 has begun to exhibit signs of improvement
offering some hope for recovery. The
tightening of finance imposed by the Bank of England and other
central banks and an easing in commodity prices have reduced
inflation. These is now some hope for a better outlook for the
economy, although uncertainties remain and need
monitoring.
1Source: the AIC
David Buchler
Chairman
14 June 2024
Investment Manager's
Report
The period has clearly been one of
significant strain for smaller companies in the UK, as indeed it
has been for companies of all stages of growth plus households and
consumers. The challenges facing those building a business are
substantial from inflation to geopolitical conflict, supply shock,
labour shortages, strikes, energy price spikes, the list could go
on.
Given these challenges and potential
roadblocks, it is easy to overlook just how much things have
improved over the past 12-18 months. Inflation was still stubbornly
in double figures a little over a year ago1, but is now
forecast to drop below 2% in the coming months (before rising again
slightly)2, meaning interest rates may fall during the
summer months. On the back of this, Deloitte's CFO survey reported
in April that sentiment among UK CFOs had risen for the third
consecutive quarter, to a point well above its long-term average.
Consumer confidence has also improved, the latest GFK Consumer
Confidence Barometer has illustrated that consumer optimism when it
comes to their personal finances has improved significantly over
the past year.
Yet, despite these promising trends,
many companies are experiencing stretched balance sheets with the
majority of cost management options already exhausted. This
is especially true in sectors that have been most exposed to supply
chain, labour or demand shocks. Companies in these sectors have
been weakened, and any further shocks to the economy could be
difficult to absorb.
We have seen this pattern reflected
in the trading data of our well diversified portfolio of investee
companies. 2023 was extremely challenging, with particular weakness
in Q3 and a soft end to the year, 2024 has opened with considerably
more momentum. Encouragingly, we are starting to see steady
like-for-like growth across a number of sectors.
We consider potential investment
opportunities against a broader valuation landscape, and from the
above we can see that the period covered in these accounts was a
challenging time to be selling companies, but an advantageous time
to be investing in them. As such, we are excited to have added 7
additional investee companies in the period, increasing the size of
the portfolio by 54%. This is particularly pleasing as
overall VCT investment activity during 2023 was significantly down,
by approximately 30% according to the AIC.
New additions to the portfolio
include Bikmo, a specialist cycle and e-mobility insurer which
protects over 75,000 riders in the UK, Lucky Saint, the UK's number
one dedicated alcohol-free beer brand and Iris, a cutting-edge
audio technology company with a mission to enable the world to
listen well.
Naturally given the economic
environment, it has been appropriate to reduce the carrying values
of some of the positions in the portfolio. New investments made in
the period have been held at cost (as is the norm under the IPEV
guidelines covering VCTs). This masks the strong momentum that many
of our new investments exhibited when we made our original
investment, but the growth from this cohort should be visible in
the future.
We remain very active in our
approach and engagement with the companies in our portfolio. We
continue to host networking events and workshops through our Senior
Managers Club, directed at CEOs, CFOs and other heads of department
to enable them to share ideas and insight with each other. For
example, the most recent event focused on cyber security and
efficiently scaling tech teams. This, together with the support and
oversight we provide the companies in our portfolio, means our
proposition continues to prove compelling in attracting high
quality companies.
[1] Source:
Consumer price inflation from the Office for National
Statistics
2 Bank of
England, March 2024
Qualifying investments
In this section, we look at the
following investments within our portfolio in more
detail.
Bikmo
Bikmo is a specialist cycle and
e-mobility insurer which protects over 75,000 riders in the UK,
Ireland, Germany and Austria. Capitalising on growth in the cycle
market, Bikmo offers a range of insurance products to protect every
type of cyclist - from road cyclists and triathletes to daily
commuters.
The business is B-Corp certified, it
is focusing on expanding into other European markets and supporting
multinational partners, including British Cycling, Cyclescheme and
Brompton.
CameraMatics
CameraMatics is an award-winning
solution for Fleet Risk Management. Continuing its mission to
create safer roads for all, it released one of the most advanced
AI-powered collision avoidance system on the market. The system
promises radically to improve driver reaction times and blind spot
visibility by using deep learning algorithms, continually scanning
for pedestrians, hidden road users and cyclists.
The company has attended several
trade shows across America and the UK to bring its offerings to new
audiences, with a continued focus on US expansion. It has invested
heavily into its sales and marketing team to aid this and recently
announced a new collaboration with Bosch Logistics Operating
System. This partnership will align CameraMatics with Bosch's
mission to unite all stakeholders in the logistics and
transportation industry.
IRIS
IRIS is an audio specialist which
has developed an AI-powered software which removes distracting
background noise from calls, integrating seamlessly with existing
platforms. IRIS achieved a top 20 placing in the Startups 100 Index
2024.
Le Col
Recently named best performance
cycling brand by GQ Magazine, Le Col is continuing its expansion
into the US and is now available online at DICK'S Sporting Goods
(which has over 800 stores nationwide). In addition, Le Col has
partnered with US fabrics manufacturer Polartec to launch a new
plant-based performance fabric, 'Power Shield', which is made with
50% fewer emissions than similar fabrics.
Lucky Saint
Lucky Saint is the UK's number one
dedicated alcohol-free beer brand across grocery and on-trade. The
investment from Puma funds will support the brand's next phase of
growth both in the UK and globally.
The B-Corp certified company, voted
'Marketing Society Brand of the Year 2023', has recently expanded
its offering by launching the Superior Hazy IPA, which joins the
award-winning Alcohol-Free Superior Unfiltered Lager as its first
new beer since launch in 2018. It is stocked in over 7,000 pubs,
bars and restaurants and sold in major supermarkets including
Waitrose, Sainsbury's, Tesco and Marks & Spencer.
Pockit
Pockit is a digital account provider
offering pre-paid spending cards and current accounts. The fintech
company has focused on growing the senior team and has appointed a
new COO. The next phase of Pockit's growth strategy aims to expand
its customer base and introduce new services.
Ron Dorff
Ron Dorff, the premium athleisure
brand, has grown sales by 42% in the two
years to December 2023 and is present
across more than 50 countries including the US, the UK, Germany and
France. It launched a crowdfunding campaign, which raised over the
target, giving the Ron Dorff community an opportunity to be part of
its growth. The funds will be used to sustain global online growth,
in particular in the US, building brand awareness on and offline.
It is due to open a flagship store in Paris towards the end of
2024.
Thingtrax
Thingtrax is an IoT enabled software
provider using AI and machine learning to optimise performance in
manufacturing facilities.
Its latest offering, Retail Pack
Label Validation powered by AI, enables manufacturers early
detection of label discrepancies. The pairing of camera vision with
AI examines each label for specific text, dates, imagery, and
positioning, with an instant alert when a label fails to meet
product specifications, allowing mistakes to be addressed
efficiently.
Transreport
Transreport's flagship technology,
the Passenger Assistance app, supports anyone who needs assistance
whilst travelling, facilitating quicker and easier use of public
transport.
Since its launch in May 2021, the
Passenger Assistance technology, nominated for an Apple Design
Award in the Inclusivity Category, has been downloaded over 100,000
times, facilitating millions of passenger journeys to date.
Transreport has initially focussed on UK rail, where it works with
every UK rail operating company.
TravelLocal
TravelLocal is a leading online
platform for tailor-made holidays that connects clients directly
with local experts in their destinations. Since the business was
founded in 2016, TravelLocal has helped more than 70,000 customers
from 100 countries globally create the perfect trip. TravelLocal is
growing rapidly, many travellers demand genuinely authentic, more
sustainable holidays and prioritise spending on experiences, with
annual bookings over USD 50m and growing over 100% year on
year.
The new funding will support the
company's international growth and has already added Australia to
its growing roster of over 90 international destinations. In
addition, the company looks to invest in its managed marketplace
platform and further brand marketing.
Liquidity management investments
An active approach is taken to
manage any cash held, prior to investing in VCT qualifying
companies.
The rules for VCTs limit the income
which can be received from bank deposits, making them an
unattractive way of holding funds waiting to be invested. As a
result, during a period where funds remain not yet deployed in
qualifying investments in smaller companies, to earn a return on
these funds a VCT needs to hold investments rather than cash
deposits.
Rising interest rates have made
investing in fixed-income securities more attractive. The Company
has therefore, switched from holding listed equities into a revised
liquidity management strategy focused on short term bonds held
through collective investment schemes.
Historically, to manage the
Company's liquidity, a portion of the Company's funds was invested
in a diverse portfolio of UK-centric listed equities. This had been
reduced over time and was sold entirely during the year in review
resulting in £0.25 million of losses being realised.
Puma Investment Management Limited
14 June 2024
Investment portfolio
summary
As at 29 February 2024
Of the investments held at 29
February 2024, all are incorporated in England and Wales, except
MySafeDrive Limited and HR Duo Limited, which are incorporated in
Ireland.
|
Valuation
|
Cost
|
Gain/(loss)
|
Valuation as a % of Net
Assets
|
Multiple
|
|
£'000
|
£'000
|
£'000
|
|
|
Qualifying Investment - Unquoted
|
|
|
|
|
|
|
|
|
|
|
|
ABW Group Limited
('Ostmodern')
|
871
|
1,292
|
(421)
|
1%
|
0.67x
|
Bikmo Limited
|
1,107
|
1,107
|
-
|
1%
|
1.00x
|
Deazy Limited
|
3,146
|
2,900
|
246
|
3%
|
1.08x
|
Dymag Group Limited
|
1,770
|
5,787
|
(4,017)
|
1%
|
0.31x
|
Everpress Limited
|
4,986
|
3,514
|
1,472
|
4%
|
1.42x
|
Forde Resolution Company Limited
('HR Duo')
|
2,947
|
2,238
|
709
|
2%
|
1.32x
|
Hot Copper Pub Company
Limited
|
305
|
847
|
(542)
|
0%
|
0.36x
|
Influencer Limited
|
11,247
|
1,800
|
9,447
|
9%
|
6.25x
|
Iris Audio Technologies
Limited
|
4,555
|
4,555
|
-
|
4%
|
1.00x
|
Le Col Holdings Limited
|
10,810
|
8,281
|
2,529
|
9%
|
1.31x
|
MyKindaFuture Limited
('Connectr')
|
4,869
|
5,915
|
(1,046)
|
4%
|
0.82x
|
MySafeDrive Limited
('CameraMatics')
|
6,139
|
3,882
|
2,257
|
5%
|
1.58x
|
Muso Limited
|
3,875
|
2,361
|
1,514
|
3%
|
1.64x
|
Not Another Beer Co Limited ('Lucky
Saint')
|
3,289
|
3,289
|
-
|
3%
|
1.00x
|
NQOCD Consulting Limited ('Ron
Dorff')
|
4,059
|
3,218
|
841
|
3%
|
1.26x
|
Open House London Limited
|
2,003
|
1,800
|
203
|
2%
|
1.11x
|
Pockit Limited
|
3,920
|
3,920
|
-
|
3%
|
1.00x
|
Thingtrax Limited
|
750
|
750
|
-
|
1%
|
1.00x
|
Transreport Limited
|
5,418
|
5,418
|
-
|
5%
|
1.00x
|
TravelLocal Limited
|
2,433
|
2,433
|
-
|
2%
|
1.00x
|
Total Qualifying Investments
|
78,497
|
65,307
|
13,190
|
66%
|
1.20x
|
|
|
|
|
|
|
Total Investments
|
78,497
|
65,307
|
13,190
|
66%
|
|
Balance of Portfolio
|
40,049
|
40,049
|
-
|
34%
|
|
Net
Assets
|
118,546
|
105,356
|
13,190
|
100%
|
|
Strategic Report
The Directors present their
Strategic Report of the Company for the year ended 29 February
2024. The purpose of the report is to inform members of the Company
and help them assess how the Directors have performed their duty to
promote the success of the Company.
Principal activities and status
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 s274 of the Income Tax
Act 2007.
The Company's Ordinary Shares of
0.0005p each have been listed on the Official List of the UK
Listing Authority since 2 July 2018.
Business model and strategy
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
below.
Investment policy
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 while 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-orientated qualifying companies that 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 had to have in excess of 80% of its assets invested in
qualifying investments as defined for VCT purposes by 29 February
2024.
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.
Principal risks and uncertainties
The Board has carried out a robust
assessment of the Company's emerging and principal risks, including
those that might threaten the Company's business model, future
performance, solvency or liquidity and reputation. The Board
receives regular reports from the Investment Manager and uses this
information, along with its own knowledge and experience, to
identify any emerging risks, so that appropriate procedures can be
put in place to manage or mitigate such risks.
The principal risks facing the
Company relate to its investment activities, specifically market
price risk, as well as interest rate risk, credit risk and
liquidity risk. An explanation of these risks and how they are
managed is contained in note 15 to the financial statements.
Additional risks faced by the Company are listed below.
Market conditions
There is a risk that geopolitical
and economic events can impact the prospects of some of the
Company's investments. The Investment Manager mitigates the risk by
maintaining close contact with all investee companies as well as by
maintaining a diverse portfolio. Further details of the investments
are set out in the Investment Manager's Report.
Investment risk
Inappropriate stock selection
leading to underperformance in absolute and relative terms is a
risk that 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 to
monitor compliance with regulations and engages external
independent advisers to undertake an independent VCT status
monitoring role.
In addition to the principal risks
explained above, the principal uncertainty that may affect the
Company relates to material changes to the VCT regulations. The
Board continues to monitor this and will take appropriate action if
required.
Risk management
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, so
there is not a liquid market for them. 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 active monitoring of its investments by the
Investment Manager and the Board;
·
seeking Board representation associated with each
investment, if possible;
·
seeking to hold larger investment stakes by
co-investing with other companies managed by the Investment
Manager, so as to gain more influence over the
investment;
·
ensuring a spread of investments is
achieved.
Business review and future developments
The Company's business review and
future developments are set out in the Chairman's Statement, the
Investment Manager's Report and the Investment Portfolio
Summary.
Key
performance indicators
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 NAV per Ordinary Share
and Total Return 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 VCT
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.
Viability statement
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. 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 the 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 they
will have access to adequate cash resources to enable the Company
to continue in operation and meet its liabilities, as they fall due
over the three-year period to 28 February 2027.
Section 172 statement - Duty to promote the success of the
company
Section 172 of the Companies Act
requires directors of a company to act in the way they consider, in
good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and in doing so
have regard (among other matters) to:
a) the likely
consequences of any decision in the long term,
b) the
interests of the company's employees,
c) the need to
foster the company's business relationships with suppliers,
customers and others,
d) the impact
of the company's operations on the community and the
environment,
e) the
desirability of the company maintaining a reputation for high
standards of business conduct, and
f) the need to
act fairly between members of the company.
This section of the Strategic Report
also sets out the disclosures required in respect of how the
Company engages with suppliers, customers and others in a business
relationship with the Company.
The Company does not have any
employees, and delegates day-to-day operations to service
providers. The Board's principal concern is to focus on the needs
and priorities of its shareholders, as well as considering the
wider community, including the Company's service providers and its
investee companies (as disclosed in the Investment Manager's
Repor). The Board considers that the Company does not have
customers, only shareholders, and its suppliers are the service
providers.
The Annual Report as a whole, sets
out how the Board promotes the success of the Company for the
benefit of its shareholders. The Board is focused on high standards
of business conduct and recognises the need to act fairly between
shareholders. Further details on relations with shareholders is set
out in the Corporate Governance Statement.
The Board engages with the
Investment Manager at every Board meeting, to ensure that there is
a close and constructive working relationship and a good
understanding of the investee companies. The Company also engages
regularly with its other service providers. The Board ensures that
the interests of current and potential stakeholders, and the impact
of the Company's investments on the wider community and the
environment, are taken into account when decisions are
made.
Statement of Directors' responsibilities
The Directors are responsible for
preparing the Strategic Report and the financial statements in
accordance with applicable laws 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, comprising FRS 102
"The Financial Reporting Standard applicable in the UK and Republic
of Ireland", 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:
a) select
suitable accounting policies and then apply them
consistently;
b) make
judgements and accounting estimates that are reasonable and
prudent;
c) state
whether applicable UK Accounting Standards (comprising FRS 102 "The
Financial Reporting Standard applicable in the UK and Republic of
Ireland", and applicable law)
have been followed, subject to any
material departures disclosed and explained in the financial
statements;
d) prepare the
financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in
business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time, the financial position of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006. 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.
Directors' statement pursuant to the disclosure and
transparency rules
Each of the Directors, whose names
and functions are listed in the Directors' Biographies, confirms
that, to the best of each person's knowledge:
a) the
financial statements, prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 102 "The Financial Reporting Standard
applicable in the UK and Republic of Ireland", and applicable law),
give a true and fair view of the assets, liabilities, financial
position and profit/(loss) of the Company; and
b) the
Chairman's Statement, Investment Manager's Report and Strategic
Report contained in the Annual Report include a fair review of the
development and performance of the business and the position of the
Company together with a description of the principal risks and
uncertainties that it faces.
Directors' statement regarding Annual Report and
Accounts
The Directors consider that the
Annual 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.
Electronic publication
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. 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
14 June 2024
Income Statement
For
the year ended 29 February 2024
|
|
Year ended 29 February
2024
|
Year ended 28 February
2023
|
|
Note
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
(Loss)/gain on fixed asset
investments
|
8
(b)
|
-
|
(6,478)
|
(6,478)
|
-
|
5,151
|
5,151
|
Gain on current asset
investments
|
|
-
|
551
|
551
|
-
|
-
|
-
|
Income
|
2
|
857
|
-
|
857
|
200
|
-
|
200
|
|
|
857
|
(5,927)
|
(5,070)
|
200
|
5,151
|
5,351
|
|
|
|
|
|
|
|
|
Investment management
fees
|
3
|
(572)
|
(1,715)
|
(2,287)
|
(366)
|
(1,097)
|
(1,463)
|
Performance fee
|
3
|
-
|
-
|
-
|
-
|
(673)
|
(673)
|
Other expenses
|
4
|
(740)
|
-
|
(740)
|
(511)
|
-
|
(511)
|
|
|
(1,312)
|
(1,715)
|
(3,027)
|
(877)
|
(1,770)
|
(2,647)
|
|
|
|
|
|
|
|
|
(Loss)/profit before tax
|
|
(455)
|
(7,642)
|
(8,097)
|
(677)
|
3,381
|
2,704
|
Tax
|
5
|
-
|
-
|
-
|
-
|
-
|
-
|
(Loss)/profit after tax
|
|
(455)
|
(7,642)
|
(8,097)
|
(677)
|
3,381
|
2,704
|
Basic and diluted (loss)/profit per
Ordinary Share (pence)
|
6
|
(0.53p)
|
(8.89p)
|
(9.42p)
|
(1.28p)
|
6.39p
|
5.11p
|
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 by the Association of Investment
Companies.
There were no items of other
comprehensive income during the year.
Balance Sheet
As
at 29 February 2024
|
Note
|
As at
29 February 2024
|
As at
28 February 2023
|
|
|
£'000
|
£'000
|
Fixed assets
|
|
|
|
Investments
|
8
|
78,497
|
58,544
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
Cash at bank
|
|
15,289
|
34,289
|
Applications
cash1
|
|
6,756
|
6,281
|
Investments
|
10
|
24,799
|
-
|
Debtors
|
9
|
619
|
255
|
|
|
47,463
|
40,825
|
|
|
|
|
Current liabilities
|
11
|
(7,414)
|
(7,601)
|
|
|
|
|
Net
current assets
|
|
40,049
|
33,224
|
|
|
|
|
Net
assets
|
|
118,546
|
91,768
|
|
|
|
|
Capital and reserves
|
|
|
|
Called up share capital
|
13
|
50
|
36
|
Share premium
|
|
8,104
|
57,207
|
Capital reserve -
realised
|
|
(4,249)
|
(2,269)
|
Capital reserve -
unrealised
|
|
13,757
|
19,420
|
Revenue reserve
|
|
(2,238)
|
17,374
|
Special distributable
reserve
|
|
103,122
|
-
|
Total equity
|
|
118,546
|
91,768
|
|
|
|
|
Net
Asset Value per Ordinary Share
|
14
|
124.48p
|
133.05p
|
1 Funds raised from investors since VCT 13 opened for new
investment which have not been allotted as at year end.
The financial statements were
approved and authorised for issue by the Board of Directors on 14
June 2024 and were signed on their behalf by:
David Buchler
Chairman
Statement of Cash Flows
For
the year ended 29 February 2024
|
Note
|
Year ended 29 February
2024
|
Year ended 28 February
2023
|
|
|
£'000
|
£'000
|
Reconciliation of profit before tax to net cash used in
operating activities
|
|
|
|
(Loss)/profit after tax
|
|
(8,097)
|
2,704
|
Loss/(gain) on fixed asset
investments
|
|
6,478
|
(5,151)
|
Gain on current asset
investments
|
|
(551)
|
-
|
Increase in debtors
|
|
(364)
|
(146)
|
Decrease in creditors
|
|
(662)
|
(849)
|
Outflow from operating activities
|
|
(3,196)
|
(3,442)
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
Purchase of fixed asset
investments
|
|
(27,631)
|
(15,732)
|
Purchase of current asset
investments
|
|
(24,249)
|
-
|
Proceeds from disposal of
investments
|
|
1,201
|
3,567
|
Outflow from investing activities
|
|
(50,679)
|
(12,165)
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
Proceeds received from issue of
ordinary share capital
|
|
36,322
|
42,683
|
Expense paid for issue of share
capital
|
|
(591)
|
(647)
|
Movement in applications
account
|
|
475
|
6,281
|
Shares cancelled in year
|
|
(856)
|
-
|
Dividends paid to
shareholders
|
|
-
|
(5,324)
|
Inflow from financing activities
|
|
35,350
|
42,993
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(18,525)
|
27,386
|
|
|
|
|
Cash and cash equivalents at the
beginning of the year
|
|
40,570
|
13,184
|
Cash and cash equivalents at the end of the
year
|
|
22,045
|
40,570
|
|
|
|
|
Cash and cash equivalents comprise
|
|
|
|
Cash at bank
|
|
15,289
|
34,289
|
Applications cash
|
19
|
6,756
|
6,281
|
Cash and cash equivalents at the end of the
year
|
|
22,045
|
40,570
|
Statement of Changes in Equity
For
the year ended 29 February 2024
|
|
Called up share
capital
|
Share premium
account
|
Capital reserve -
realised
|
Capital reserve -
unrealised
|
Revenue
reserve
|
Special distributable
reserve
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 March 2022
|
20
|
15,187
|
(2,216)
|
15,989
|
23,372
|
-
|
52,352
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year:
|
|
|
|
|
|
|
|
|
(Loss)/profit after tax
|
-
|
-
|
(1,751)
|
5,129
|
(674)
|
-
|
2,704
|
|
Total comprehensive income for the year
|
-
|
-
|
(1,751)
|
5,129
|
(674)
|
-
|
2,704
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recognised directly in
equity
|
|
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
(5,324)
|
-
|
(5,324)
|
|
Issue of shares
|
16
|
42,667
|
-
|
-
|
-
|
-
|
42,683
|
|
Share issue cost
|
-
|
(647)
|
-
|
-
|
-
|
-
|
(647)
|
|
Total transactions with owners, recognised directly in
equity
|
16
|
42,020
|
-
|
-
|
(5,324)
|
-
|
36,712
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
|
|
|
|
|
|
|
Prior year fixed asset gains now
realised
|
-
|
-
|
1,698
|
(1,698)
|
-
|
-
|
-
|
|
Total other movements
|
-
|
-
|
1,698
|
(1,698)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance as at 28 February 2023
|
36
|
57,207
|
(2,269)
|
19,420
|
17,374
|
-
|
91,768
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year:
|
|
|
|
|
|
|
|
|
Loss after tax
|
-
|
-
|
(1,960)
|
(5,683)
|
(454)
|
-
|
(8,097)
|
|
Total comprehensive income for the year
|
-
|
-
|
(1,960)
|
(5,683)
|
(454)
|
-
|
(8,097)
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recognised directly in
equity
|
|
|
|
|
|
|
|
|
Issue of shares
|
14
|
36,308
|
-
|
-
|
-
|
-
|
36,322
|
|
Share issue cost
|
-
|
(591)
|
-
|
-
|
-
|
-
|
(591)
|
|
Cancellation of share
premium
|
-
|
(84,820)
|
-
|
-
|
-
|
84,820
|
-
|
|
Repurchase of own shares
|
-
|
-
|
-
|
-
|
-
|
(856)
|
(856)
|
|
Total transactions with owners, recognised directly in
equity
|
14
|
(49,103)
|
-
|
-
|
-
|
83,964
|
34,875
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
|
|
|
|
|
|
|
Prior year fixed asset gains now
realised
|
-
|
-
|
(20)
|
20
|
-
|
-
|
-
|
|
Re-class to special distributable
reserve
|
-
|
-
|
-
|
-
|
(19,158)
|
19,158
|
-
|
|
Total other movements
|
-
|
-
|
(20)
|
20
|
(19,158)
|
19,158
|
-
|
|
|
|
|
|
|
|
|
Balance as at 29 February 2024
|
50
|
8,104
|
(4,249)
|
13,757
|
(2,238)
|
103,122
|
118,546
|
|
|
|
|
|
|
|
| |
The Capital reserve - realised
includes gains/losses that have been realised in the year due to
the sale of investments, net of related costs.
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.
Revenue reserve represents the
cumulative revenue earned less cumulative expenses.
The Special distributable reserve
represents reserves available for dividends and repurchases of
shares subject to additional VCT restrictions surrounding retention
of the share capital and share premium account.
1. Accounting policies
Accounting convention
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
October 2019 by the Association of Investment Companies ("the
SORP"). Monetary amounts in these financial statements are rounded
to the nearest whole £1,000, except where otherwise indicated. The
functional and presentational currency of the Company is
sterling.
Going concern
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 Directors have a reasonable expectation that
the Company has adequate resources to continue in operational
existence for the foreseeable future and believe that it is
appropriate to continue to apply the going concern basis in
preparing the financial statements. This is appropriate as the
Company's listed shares are held for liquidity purposes and will be
sold as and when required to ensure the Company has adequate cash
reserves to meet the Company's running
costs.
Cash and cash equivalents
Cash, for the purposes of the cash
flow statement, comprises cash at bank. Cash equivalents are
current asset investments which are disposable without curtailing
or disrupting the business and are either readily convertible into
known amounts of cash at or close to their carrying values.
Interest earned on cash balances is recorded as income.
Investments
All investments are measured at fair
value through profit and loss. They are held as part of the
Company's investment portfolio and are managed in accordance with
the investment policy.
Unquoted investments are stated at
fair value by the Directors with reference to the International
Private Equity and Venture Capital Valuation ("IPEV") Guidelines as
follows:
·
Investments which have been made within the last
12 months or where the investee company is in the early stage of
development will usually be valued at either the price of recent
investment or cost as the closest approximation to fair value,
except where the company's performance against plan is
significantly different from expectations on which the investment
was made, in which case a different valuation methodology will be
adopted.
·
For investments that have been held for longer
than 12 months, methods of valuation such as earnings or
revenue-based multiples or Net Asset Value may be used to arrive at
the fair value.
·
Investments in debt instruments are held at
amortised cost and accrue interest at the rate agreed within the
Investment Agreement. Interest is shown separately within
debtors.
·
Realised gains and losses on the disposal of
investments are first recognised in the profit and loss and
subsequently taken to realised capital reserves.
·
Unrealised gains and losses on the revaluation of
investments are first recognised in the profit and loss and
subsequently taken to unrealised capital reserves.
·
In preparation of the valuations of assets the
Directors are required to make judgements and estimates that are
reasonable and incorporate their knowledge of the performance of
the portfolio companies. A key judgement made in applying the above
accounting policy relates to impairment of the investments.
Valuations are based upon financial information received from the
underlying investee companies, together with the extensive
knowledge and expertise of the team who work closely with the
investee companies; a fair value is reached using appropriate
valuation techniques consistent with the IPEV guidelines. Any
deviations in expectations of performance of the underlying
companies are captured within the information received and, as
such, reflected in the fair value.
·
Impairment of debt instruments is considered when
arriving at the valuations for equity shareholders. Loan notes are
deducted from the overall enterprise value before distributing in
line with the appropriate waterfall arrangements between equity
shareholders. If the enterprise value is greater than the debt
instrument, the loan note is not considered to be
impaired.
Income
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.
Performance fees
Performance fees are payable to the
Investment Manager, Puma Investment Management Limited, and members
of the investment management team at 20% of the amount by which the
Performance Value per Share at the end of an accounting period
exceeds the High Water Mark (being the higher of 110p and the
highest Performance Value per Share at the end of any previous
accounting period) and multiplied by the number of Shares in issue
at the end of the relevant period.
At each balance sheet date, the
Company accrues for any performance fee payable based on the
calculation set out above.
Expenses
All expenses (inclusive of VAT) are
accounted for on an accruals basis. Expenses are charged wholly to
revenue, with the exception of:
·
expenses incidental to the acquisition or disposal
of an investment charged to capital; and
·
the investment management fee, 75% of which has
been charged to capital to reflect an element which is, in the
Directors' opinion, attributable to the maintenance or enhancement
of the value of the Company's investments in accordance with the
Board's expected long-term split of return; and
·
the performance fee which is charged to
capital.
Taxation
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.
Reserves
Realised losses and gains on
investments, transaction costs, the capital element of the
investment management fee, performance fee and taxation are taken
through the Income Statement and recognised in capital reserve -
realised on the Balance Sheet. Unrealised losses and gains on
investments are also taken through the Income Statement and are
recognised in capital reserve - unrealised. The special
distributable reserve includes cancelled share premium and
represents reserves available for dividends and repurchases of
shares subject to additional VCT restrictions surrounding retention
of the share capital and share premium account.
Debtors
Debtors include other debtors and
accrued income. These are initially recorded at the transaction
price and subsequently measured at amortised cost, being the
transaction price less any amounts settled.
Creditors
Creditors are initially measured at
the transaction price and subsequently measured at amortised cost,
being the transaction price less any amounts settled.
Dividends
Dividends payable are recognised as
distributions in the financial statements when the VCT's liability
to make the payment has been established. This liability is
established on the record date, the date on which those
shareholders on the share register are entitled to the
dividend.
Key
accounting estimates and assumptions
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. Unquoted investments are stated at
fair value at each measurement date in accordance with the
appropriate valuation techniques consistent with the IPEV
guidelines outlined in the Investments section in note 1 to the
financial statements above. Valuations are based upon financial
information received from the underlying investee companies,
together with the extensive knowledge and expertise of the team who
work closely with the investee companies. Any deviations in
expectations of performance of the underlying companies are
captured within the information received and, as such, reflected in
the fair value.
Further details of the unquoted
investments are disclosed in the Investment Manager's Report and
notes 8 and 15 to the financial statements.
2. Income
|
Year ended 29 February
2024
|
Year ended 28 February
2023
|
|
£'000
|
£'000
|
Income from investments
|
|
|
Qualifying interest
income
|
305
|
147
|
Qualifying dividend
income
|
477
|
53
|
Non-qualifying interest
income
|
75
|
-
|
|
857
|
200
|
3. Investment management and performance
fees
|
Year ended 29 February
2024
|
Year ended 28 February
2023
|
|
£'000
|
£'000
|
Puma Investments fees
|
2,287
|
1,463
|
Performance fees
|
-
|
673
|
|
2,287
|
2,136
|
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 12 months' notice, given at any time by
either party, on or after the fifth anniversary. Puma Investments
has been appointed as the Investment Manager for 6 years. 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
3.5% of the Company's net assets. Total costs this year were 2.6%
of the Company's net assets as at 29 February 2024 (2023:
2.2%).
In addition to the Investment
Manager fees disclosed above, during the year, Puma Investment
Management Limited charged fees of £366,723 (2023: £375,197) as
commission for share issue costs.
4. Other expenses
|
Year ended
29 February
2024
|
Year ended
28 February
2023
|
|
£'000
|
£'000
|
PI Administration Services
fees
|
400
|
256
|
Directors' remuneration
|
64
|
61
|
Social security costs
|
2
|
4
|
Auditor's remuneration for statutory
audit
|
74
|
68
|
Other expenses
|
200
|
122
|
|
740
|
511
|
Puma Investments provides accounting
and administrative services to VCT 13, payable quarterly in
advance. The fee is calculated as 0.35% of VCT 13's NAV, using the
latest published NAV and the number of shares in issue at each
quarter end.
The Company has no employees other
than non-executive Directors (2023: none). The average number of
non-executive Directors during the year was 3 (2023:
3).
Auditor's fees of £69,960 (2023:
£59,400) have been grossed up in the table above to be inclusive of
VAT. No non-audit services were provided by the Company's auditor
in the year (2023: £nil).
Other expenses are made up of
several smaller items, the largest being PR related
costs.
5. Tax
|
Year ended 29 February
2024
|
Year ended 28 February
2023
|
|
£'000
|
£'000
|
UK corporation tax charged to
revenue reserve
|
-
|
-
|
UK corporation tax charged to
capital reserve
|
-
|
-
|
UK
corporation tax charge for the period
|
-
|
-
|
|
|
|
Factors affecting tax charge for the period
|
|
|
Profit before taxation
|
(8,097)
|
2,704
|
|
|
|
Tax charge calculated on profit
before taxation at the applicable rate of 25%/19%
|
(2,024)
|
514
|
Losses/(gains) on
investments
|
1,482
|
(979)
|
Tax losses carried
forward
|
542
|
465
|
|
-
|
-
|
The corporation tax rate for the
current year is 25% (2023: 19%).
Capital returns are not taxable as
the Company is exempt from tax on realised capital gains while it
continues to comply with the VCT regulations, so no corporation tax
is recognised on capital gains or losses. Due to the intention to
continue to comply with the VCT regulations, the Company has not
provided for deferred tax on any realised or unrealised capital
gains and losses. No deferred tax asset has been recognised in
respect of the tax losses carried forward due to the uncertainty as
to recovery.
6. Basic and diluted profit/(loss) per Ordinary
Share
|
Year ended 29 February
2024
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Loss for the year
|
(455)
|
(7,642)
|
(8,097)
|
|
|
|
|
Weighted average number of shares in
issue for the year
|
89,893,382
|
89,893,382
|
89,893,382
|
Less: weighted average number of
management incentive shares (see note 12)
|
(3,895,834)
|
(3,895,834)
|
(3,895,834)
|
Weighted average number of shares
for purposes of profit/(loss) per share calculations
|
85,997,548
|
85,997,548
|
85,997,548
|
|
|
|
|
Loss per share
|
(0.53p)
|
(8.89p)
|
(9.42p)
|
|
|
|
|
|
|
|
|
|
Year ended 28 February
2023
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
(Loss)/profit for the
year
|
(677)
|
3,381
|
2,704
|
|
|
|
|
Weighted average number of shares in
issue for the year
|
56,842,635
|
56,842,635
|
56,842,635
|
Less: weighted average number of
management incentive shares (see note 12)
|
(3,895,834)
|
(3,895,834)
|
(3,895,834)
|
Weighted average number of shares
for purposes of profit/(loss) per share calculations
|
52,946,801
|
52,946,801
|
52,946,801
|
|
|
|
|
(Loss)/profit per share
|
(1.28p)
|
6.39p
|
5.11p
|
This
calculation has been carried out in accordance with IAS
33.
7. Dividends
The Directors will not propose a
resolution at the Annual General Meeting to pay a final dividend
(2023: £5.3 million).
8. Investments
(a) Movements in investments
|
Qualifying venture capital
investments
|
Non-qualifying
investments
|
Total
|
|
£'000
|
£'000
|
£'000
|
Book cost at 1 March 2023
|
37,675
|
1,465
|
39,140
|
Net unrealised gain/(loss) at 1
March 2023
|
19,424
|
(20)
|
19,404
|
Valuation at 1 March 2023
|
57,099
|
1,445
|
58,544
|
|
|
|
|
Purchases at cost
|
27,631
|
-
|
27,631
|
Disposal proceeds
|
-
|
(1,200)
|
(1,200)
|
Realised net loss on
disposals
|
-
|
(245)
|
(245)
|
Net unrealised loss
|
(6,233)
|
-
|
(6,233)
|
Valuation at 29 February 2024
|
78,497
|
-
|
78,497
|
|
|
|
|
Book cost at 29 February
2024
|
65,307
|
-
|
65,307
|
Net unrealised gains at 29 February
2024
|
13,190
|
-
|
13,190
|
Valuation at 29 February 2024
|
78,497
|
-
|
78,497
|
(b)
Gains/(losses) on investments
|
|
|
|
|
|
Year ended
29 February
2024
|
Year ended
28 February
2023
|
|
|
£'000
|
£'000
|
Realised (loss)/gain on investments
in the year
|
(245)
|
19
|
Unrealised (loss)/gain on
investments in the year
|
(6,233)
|
5,132
|
|
|
(6,478)
|
5,151
|
The Company received £1.2 million
(2023: £3.6 million) from investments sold in the year. The book
cost of these investments when they were purchased was £1.5 million
(2023: £1.8 million). The Company's investments are revalued each
year, so until they are sold any unrealised gains or losses are
included in the fair value of the investments.
(c)
Quoted and unquoted investments
|
|
|
|
|
|
Market value as at 29
February 2024
|
Market value as at 28
February 2023
|
|
|
£'000
|
£'000
|
Quoted investments
|
|
-
|
1,445
|
Unquoted investments
|
|
78,497
|
57,099
|
|
|
78,497
|
58,544
|
Further details of these investments
(including the unrealised gains in the year) are disclosed in the
Chairman's Statement, Investment Manager's Report and Investment
Portfolio Summary.
9. Debtors
|
As at 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
Other debtors
|
39
|
-
|
Prepayments
|
265
|
120
|
Accrued income
|
315
|
135
|
|
619
|
255
|
10. Current asset investments
|
As at 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
Current asset investments
|
24,799
|
-
|
|
24,799
|
-
|
Current asset investments comprise
short term bonds held through collective investment schemes and are
readily convertible into cash at the option of Puma VCT
13.
11. Current liabilities -
creditors
|
As at 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
Accruals
|
645
|
1,307
|
Applications cash (see note
19)
|
6,756
|
6,281
|
Redeemable preference
shares
|
13
|
13
|
|
7,414
|
7,601
|
Included within accruals is nil
(2023: £673k) in relation to performance fees payable.
Applications cash is cash received
from investors to Puma VCT 13 but not yet allotted.
Redeemable preference shares were
issued for total consideration of £12,500 to Puma Investment
Management Limited, being one quarter paid up, so as to enable the
Company to obtain a certificate under s761 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 par 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.
12.
Management performance incentive
arrangement
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 of this arrangement
so as to cover the offers for subscription that were launched in
2017 and 2018.
Following shareholder approval at
the 2023 AGM, the methodology for calculating the PIF was amended
to make it fairer to shareholders by removing the impact of changes
to the share capital of the Company. The amount of the Performance
Incentive Fee (PIF) is equal to 20% of the amount by which the
Performance Value per Share at the end of an accounting period
exceeds the High Water Mark (being the higher of 110p and the
highest Performance Value per Share at the end of any previous
accounting period), multiplied by the number of relevant Ordinary
Shares in issue at the end of the relevant period. That amount will
be allocated, at the discretion of the Investment Manager, between
the Investment Manager itself and the Management Team.
Under the original 2016 performance
incentive arrangement (set out above) 3,895,834 Ordinary Shares are
held by the Investment Manager and members of the Management Team
("Performance Incentive Shares"). Under the terms of that incentive
arrangement, all rights to dividends are waived except that amounts
payable under the PIF will, where possible, be paid as a dividend
through these Performance Incentive Shares.
13.
Called-up share
capital
|
As at 29 February
2024
|
As at 28 February
2023
|
As at 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
Number of
shares
|
Number of
shares
|
|
|
|
|
|
Allotted, called up and fully paid:
Ordinary shares of 0.05p each
|
50
|
36
|
99,130,662
|
72,868,008
|
Allotted, called up and partly paid:
Redeemable preference shares of £1 each
|
13
|
13
|
50,000
|
50,000
|
During the year, 26,262,654 shares
were issued at an average price of 138.3p per share (2023:
32,498,045 shares were issued at an average price of 131.3p per
share). The consideration received for these shares was £36.3
million (2023: £42.7 million).
The rights attached to the
Preference Shares can be found within note 11.
14.
Net Asset Value per Ordinary
Share
|
As at
29 February 2024
|
As at
28 February 2023
|
Net assets
|
118,546,000
|
91,768,000
|
|
|
|
Number of shares in issue
|
99,130,662
|
72,868,008
|
|
|
|
Less: management incentive shares
(see note 12)
|
(3,895,834)
|
(3,895,834)
|
|
|
|
Number of shares in issue for
purposes of Net
|
|
|
Asset Value per share
calculation
|
95,234,828
|
68,972,174
|
|
|
|
Net Asset Value per share
|
|
|
Basic
|
124.48p
|
133.05p
|
15.
Financial
instruments
The Company's financial instruments
comprise its investments, cash balances, debtors and certain
creditors. The fair value of all 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 29 February
2024:
|
As at 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
|
|
|
Financial assets at fair value
through profit or loss
|
97,495
|
56,963
|
Financial assets measured at
amortised cost
|
6,420
|
1,836
|
Financial liabilities measured at
amortised cost
|
(658)
|
(1,320)
|
|
103,257
|
57,479
|
Management of risk
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
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 29 February
2024
|
As at 28 February
2023
|
|
£'000
|
£'000
|
|
|
|
Cash at bank and in hand
|
15,289
|
34,289
|
Applications cash
(see note 11 and 19)
|
6,756
|
6,281
|
Investments in loan notes
|
5,801
|
1,581
|
Current asset investments
|
24,799
|
-
|
Other receivables
|
619
|
255
|
|
53,264
|
42,406
|
The cash held by the Company at the
year-end is held in RBS and the applications cash is held at
NatWest. Bankruptcy or insolvency of the banks 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.
Investments in loans and loan notes
comprises a fundamental part of the Company's venture capital
investments, therefore credit risk in respect of these assets is
managed within the Company's main investment
procedures.
Credit risk relating to current
asset investments is mitigated by investing in a portfolio of
investment instruments of high credit quality.
Credit risk associated with
interest, dividends and other receivables are predominantly covered
by the investment management procedures.
Market price risk
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 views on the economic
environment, which also impacts market price risk, are discussed in
the Investment Manager's Report. 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. 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.
100% (2023: 98%) of the Company's
investments are unquoted investments held at fair value. 73% of the
portfolio (48% of net assets) is valued using the application of
earnings/revenue-based multiples. An increase in the multiple used
by 20% would increase the Net Asset Value by 7.4% (£127.3m).
Conversely, a decrease in the multiple used by 20% would decrease
the Net Asset Value by 7.5% (£109.7m). The 20% sensitivity used
provides the most meaningful impact of average multiple changes
across the portfolio.
The sensitivity analysis is based on
the year-end position of the investments and so may not be
reflective of the year as a whole.
Liquidity risk
Details of the Company's unquoted
investments are provided in the Investment Portfolio Summary. 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 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.
Fair value interest rate risk
The benchmark that determines the
interest paid or received on the current account is the Bank of
England base rate, which was 5.25% at 29 February 2024 (2023:
4.0%).
Cash flow interest rate risk
The Company has exposure to interest
rate movements primarily through its cash deposits which track the
Bank of England base rate.
Interest rate risk profile of financial
assets
The following analysis sets out the
interest rate risk of the Company's financial assets as at 29
February 2024.
|
Rate status
|
Average interest
rate
|
Period until
maturity
|
Total
|
|
|
|
|
£'000
|
Cash at bank - RBS
|
Floating
|
0.00%
|
|
5,553
|
Cash at bank - RBS
|
Floating
|
1.90%
|
|
9,627
|
Applications cash - NatWest (see
note 11 and 19)
|
Floating
|
0.00%
|
|
6,756
|
Loan notes
|
Fixed
|
9.20%
|
53
months
|
4,976
|
Balance of assets
|
Non-interest bearing
|
|
99,048
|
|
|
|
|
125,960
|
The following analysis sets out the
interest rate risk of the Company's financial assets as at 28
February 2023.
|
Rate status
|
Average interest
rate
|
Period until
maturity
|
Total
|
|
|
|
|
£'000
|
Cash at bank - RBS
|
Floating
|
0.00%
|
|
34,289
|
Applications cash - NatWest (see
note 11 and 19)
|
Floating
|
0.00%
|
|
6,281
|
Loan notes
|
Fixed
|
10.00%
|
51
months
|
1,581
|
Balance of assets
|
Non-interest bearing
|
|
57,218
|
|
|
|
|
99,369
|
Foreign currency risk
The Company's functional and
presentation currency is Sterling. The Company has not held any
non-Sterling investments during the year.
Fair value hierarchy
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:
·
Level 1 - Fair value is measured using the
unadjusted quoted price in an active market for identical
assets.
·
Level 2 - Fair value is measured using inputs
other than quoted prices that are observable using market
data.
·
Level 3 - Fair value is measured using
unobservable inputs.
Fair values have been measured at
the end of the reporting year as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Level 1
|
|
|
Investments listed on LSE
|
-
|
1,445
|
Current asset investments
|
24,799
|
-
|
|
|
|
Level 3
|
|
|
Unquoted investments
|
78,497
|
57,099
|
|
103,296
|
58,544
|
The Level 1 investments have been
valued using the current quoted price.
The Level 3 investments have been
valued in line with the Company's accounting policies and IPEV
guidelines. This comprises both loan and equity instruments, which
are considered to be one instrument due to their being bound
together when assessing the portfolio's returns to the
shareholders.
16.
Capital
management
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.
The Company must have an amount of
capital, at least 80% (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.
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.
17.
Contingencies, guarantees and
financial commitments
There were no commitments,
contingencies or guarantees of the Company at the year-end (2023:
none).
18.
Related party
disclosures
The Company has delegated the
investment management of the portfolio to Puma Investment
Management Limited and administration services to PI Administration
Services Limited. Further details of the transactions with these
entities are disclosed in note 3 of the financial
statements.
19. Re-presentation of comparative
figures
The comparative figures for the year
ended 28 February 2023 have been re-presented with an additional
line item for 'Applications cash' included within current assets
and current liabilities. Applications cash relates to funds
received from investors but have not yet been allotted as at the
year end. The net impact of this re-presentation on the NAV is nil
and is purely a balance sheet gross up adjustment.
20.
Post Balance Sheet events
Post year-end, a further 22,404,644
Ordinary Shares have been issued for cash consideration of £28.5
million.
On 2 May 2024 a portfolio company,
Ron Dorff, raised third-party funding through a Crowdfunding
investment round, which valued the company at €27m. The investment
opportunity was made available to Ron Dorff customers as part of
the launch of Ron Dorff's new loyalty programme, Le Club Ron Dorff.
Incoming third-party investors did not benefit from EIS relief. For
the VCT, this results in a NAV uplift of £1.4m at June 2024. The
valuation at February 2024 was £4.1m.
In May 2024, the Directors chose to
write the value of the VCTs holdings in its portfolio company Dymag
to nil. The valuation at February 2024 was £1.8m, meaning a net
decrease to the NAV of £1.8m at June 2024. This decision was taken
on the back of the unexpected cancellation of a large OEM project
which Dymag had expected to win, and continued weakness in the
aftermarket.
On 22 May 2024 a portfolio company,
Iris, completed a £3.5m investment round with a new external US
investor. Puma Funds also participated in the round with Puma
VCT 13 investing an additional £0.8m. This round valued the
company at £35m which values the VCT's initial investment at 2x the
invested sum. This has resulted in a £4.6m NAV uplift at June 2024.
At February 2024 Iris was held at cost of £4.6m.
The financial information set out in this announcement does
not constitute the Company's statutory financial statements in
accordance with section 434 Companies Act 2006 for the year ended
29 February 2024 but has been extracted from the statutory
financial statements for the year ended 29 February 2024 which were
approved by the Board of Directors on 14 June 2024 and will be
delivered to the Registrar of Companies. The Independent Auditor's
Report on those financial statements was unqualified and did not
contain any emphasis of matter nor statements under s 498(2) and
(3) of the Companies Act 2006.
The statutory accounts for the year ended 28 February 2023
have been delivered to the Registrar of Companies and received an
Independent Auditors report which was unqualified and did not
contain any emphasis of matter nor statements under s 498(2) and
(3) of the Companies Act 2006.
Copies of the full annual report and financial statements for
the year ended 29 February 2024 will be available to the public at
the registered office of the Company at Cassini House, 57 St
James's Street, London, SW1A 1LD and is available for download from
https://www.pumainvestments.co.uk/products/venture-capital-trusts/puma-vct-13.