Puma VCT 13 PLC Annual Financial Report

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Puma VCT 13 PLC Annual Financial Report

TIDMPU13

RNS Number : 8242D

Puma VCT 13 PLC

28 June 2019

HIGHLIGHTS

   --    Top-up Offer closed early having been over-subscribed 
   --    Fund raising of just over GBP15.5m now completed 

-- Qualifying investments completed in four SMEs during the year, representing just under one third of the fund

CHAIRMAN'S STATEMENT

Introduction

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 GBP15.5 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 GBP150 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.

Investments

During the year, the Company completed a series of qualifying investments for a total of just over GBP4.5 million. At the end of the year, the Company had a total of GBP7.9 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.

VCT qualifying status

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.

Results

The Company reported a loss of GBP927,000 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.

Outlook

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

INVESTMENT MANAGER'S REPORT

Introduction

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.

Investments

Qualifying Investments

Pure Cremation - Crematorium and Direct Cremations

In November 2018, the Company invested GBP1.3 million in Pure Cremation Holdings Limited (as part of a total cumulative GBP7.35 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.

Knott End - Pubs with Microbreweries

In December 2018, the Company invested GBP847,000 in Knott End Pub Company Limited (as part of a total cumulative GBP7.3 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.

Dymag Group - High performance wheel manufacturer

In December 2018 the Company invested GBP583,000 into Dymag Group Limited as part of a GBP3.6 million transaction, investing alongside the Puma Alpha EIS fund. 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.

Open House - London based food and beverage offer

In February 2019 the Company invested GBP1.8 million into Open House London Limited as part of a GBP5 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 & 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.

Liquidity Management

To manage the Company's liquidity, GBP4.9 million was allocated to be invested in a portfolio of listed equities during the year. At the end of February 2019 GBP3.9 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 GBP100m and GBP4bn. During the year the portfolio recorded an unrealised capital loss of GBP550,000 and provided a dividend income of GBP36,000 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.

Investment Strategy

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.

Puma Investment Management Limited

27 June 2019

Investment Portfolio Summary

As at 28 February 2019

 
                                                                       Valuation 
                                                                       as a % of 
                                 Valuation      Cost   Gain/(loss)    Net Assets 
                                   GBP'000   GBP'000       GBP'000 
 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.

Income Statement

For the year ended 28 February 2019

 
                                    Year ended 28 February        Period ended 28 February 
                                              2019                          2018 
                          Note    Revenue   Capital     Total    Revenue   Capital     Total 
                                  GBP'000   GBP'000   GBP'000    GBP'000   GBP'000   GBP'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.

Balance Sheet

As at 28 February 2019

 
                                               As at          As at 
                                         28 February    28 February 
                                 Note           2019           2018 
                                             GBP'000        GBP'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 26 to 41 were approved and authorised for issue by the Board of Directors on 27 June 2019 and were signed on their behalf by:

David Buchler

Chairman

Statement of Cash Flows

For the year ended 28 February 2019

 
                                                Year ended   Period ended 
                                               28 February    28 February 
                                                      2019           2018 
                                                   GBP'000        GBP'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              - 
                                             =============  ============= 
 

Statement of Changes in Equity

For the year ended 28 February 2019

 
                                 Called      Share       Capital         Capital 
                               up share    premium       reserve         reserve    Revenue 
                                capital    account    - realised    - unrealised    reserve     Total 
                                GBP'000    GBP'000       GBP'000         GBP'000    GBP'000   GBP'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) 
 Share 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.

   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 Bond Street House, 14 Clifford Street, London W1S 4JU. 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 GBP1,000, except where otherwise indicated.

Investments

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:

-- Investments which have been made within the last twelve months or where the investee company is in the early stage of development will usually be valued at the price of recent investment 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.

-- Investments in debt instruments will usually be valued by applying a discounted cash flow methodology based on expected future returns of the investment.

-- Alternative methods of valuation such as multiples or net asset value may be applied in specific circumstances if considered more appropriate.

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.

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

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 GBP1.05 per Ordinary Share returned to Ordinary Shareholders. This incentive will only be effective once the other holders of Ordinary Shares have received distributions of GBP1.05 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 GBP1.05 per Ordinary Share performance target has been met. The performance fee is accounted for as an equity-settled share-based payment.

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 GBP1.05 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.

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 allocated proportionally to revenue and capital based on the respective contributions to the Net Asset Value.

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 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

Debtors include other debtors and accrued income which is recognised at amortised cost, equivalent to the fair value of the expected balance receivable.

Creditors

Creditors are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.

Dividends

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.

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. 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   Period ended 28 
                                             2019     February 2018 
                                          GBP'000           GBP'000 
 Income from investments 
 Dividends received                            36                 - 
 
                                               36                 - 
 Other income 
 Bank deposit income                            9                 - 
                                               45                 - 
                          =======================  ================ 
 
   3.      Investment Management Fees 
 
                         Year ended 28 February   Period ended 28 
                                           2019     February 2018 
                                        GBP'000           GBP'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 GBP467,500 (2018: GBPnil) in relation to share issue costs. The fees were to cover the costs of launching the VCT.

   4.       Other expenses 
 
                               Year ended 28 February   Period ended 28 
                                                 2019     February 2018 
                                              GBP'000           GBP'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 16. 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 GBP62,000 (2018: nil) including social security costs.

The Auditor's remuneration of GBP20,500 (2018: GBP6,250) has been grossed up in the table above to be inclusive of VAT.

   5.      Taxation 
 
                               Year ended 28 February   Period ended 28 
                                                 2019     February 2018 
                                              GBP'000           GBP'000 
 UK corporation tax charged 
  to revenue reserve                                -                 - 
 UK corporation tax charged 
  to capital reserve                                -                 - 
 
 UK corporation tax charge 
  for the year                                      -                 - 
                              =======================  ================ 
 
 Factors affecting 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.

   6.       Basic and diluted return/(loss) per Ordinary Share 
 
                                         Year ended 28 February 2019 
                                       Revenue        Capital          Total 
 Total comprehensive income       (GBP204,000)   (GBP723,000)   (GBP927,000) 
  for the year 
 
 Weighted average number 
  of shares in issue for the 
  year                              19,086,640     19,086,640     19,086,640 
 
 Less: weighted average number 
  of 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.

   7.      Dividends 

The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend (2018: nil).

   8.      Investments 
 
                                     Qualifying   Non-qualifying 
 (a) Movements in investments       investments      investments          Total 
                                        GBP'000          GBP'000        GBP'000 
 Purchased at cost                            -                -              - 
 Net unrealised gains/(losses)                -                -              - 
 
 Valuation at 1 March 
  2018                                        -                -              - 
 
 Purchases at cost                        4,527            3,895          8,422 
 Net unrealised losses                        -            (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   Period ended 
                                                     28 February    28 February 
                                                            2019           2018 
                                                         GBP'000        GBP'000 
 Realised gains on investment                                  -              - 
 Unrealised losses in 
  period                                                   (550)              - 
 
                                                           (550)              - 
                                                 ===============  ============= 
 
 (c) Quoted and unquoted 
  investments 
                                                    Market value   Market value 
                                                        as at 28       as at 28 
                                                        February       February 
                                                            2019           2018 
                                                         GBP'000        GBP'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   As at 28 February 
                                         2019                2018 
                                      GBP'000             GBP'000 
 Other debtors                          2,829                  18 
 Prepayments and accrued 
  income                                   22                   - 
 
                                        2,851                  18 
                           ==================  ================== 
 

Other debtors includes cash held by the company share registrar of GBP1,824,000 (2018: GBPnil) and cash held by the company's brokers of GBP1,005,000 (2018: GBPnil).

   10.    Creditors - amounts falling due within one year 
 
                          As at 28 February   As at 28 February 
                                       2019                2018 
                                    GBP'000             GBP'000 
 Accruals                               163                   7 
 Redeemable preference 
  shares                                 13                  13 
 
 
                                        176                  20 
                         ==================  ================== 
 

Redeemable preference shares were issued for total consideration GBP12,500 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.

   11.    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 GBP1.05 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 GBP1.05 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    As at 28     As at 28     As at 28 
                              February    February     February     February 
                                  2019        2018         2019         2018 
                                                         Number       Number 
                               GBP'000     GBP'000    of shares    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 GBP1 each               13          13       50,000       50,000 
                            ==========  ==========  ===========  =========== 
 

Between 19 March and 5 April 2018, 8,849,391 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP8,849,391.

On 29 June 2018, 1,557,169 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP1,557,169.

On 10 October 2018, 1,839,123 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP1,839,123.

On 26 October 2018, 147,780 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP147,780.

On 11 December 2018, 779,917 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP779,917.

On 17 January 2019, 577,185 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP577,185.

On 22 February 2019, 1,832,771 Ordinary shares of GBP0.0005 each were allotted and issued GBP1 per share for total consideration of GBP1,832,771.

On 25 July 2018, 3,750,000 Ordinary shares of GBP0.0005 each were cancelled (during the year).

On 22 March 2019, 3,604,166 Ordinary shares of GBP0.0005 each were cancelled (post year-end).

   13.    Net Asset Value per Ordinary Share 
 
                                               As at          As at 
                                         28 February    28 February 
                                                2019           2018 
 Net assets/(liabilities)             GBP 13,929,000    GBP (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 
 
   14.       Financial Instruments 

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   As at 28 February 
                                                2019                2018 
                                             GBP'000             GBP'000 
 
 Financial assets at fair                      7,872                   - 
  value through profit or 
  loss 
 Financial assets that are 
  debt instruments measured 
  at amortised cost                            2,838                  18 
 Financial liabilities measured 
  at amortised cost                            (176)                (20) 
 
                                              10,534                 (2) 
                                  ==================  ================== 
 

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 28 February   As at 28 February 
                                          2019                2018 
                                       GBP'000             GBP'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.

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 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.

Liquidity risk

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.

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 0.75% at 28 February 2019 (2018: 0.5%).

Cash flow interest rate risk

The Company has exposure to interest rate movements primarily through its cash deposits which track either the Bank of England base rate or LIBOR.

Interest rate risk profile of financial assets

The following analysis sets out the interest rate risk of the Company's financial assets as at 28 February 2019.

 
                          Rate status   Average interest   Period until     Total 
                                                    rate       maturity 
                                                                          GBP'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 
                                                                         ======== 
 

Foreign currency risk

The reporting currency of the Company 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:-

 
                                2019      2018 
                             GBP'000   GBP'000 
 Level 1 
 Investments listed on LSE     3,345         - 
 
 Level 3 
 Unquoted investments          4,527         - 
 
                               7,872         - 
                            ========  ======== 
 

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.

   15.    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.

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.

   16.    Contingencies, Guarantees and Financial Commitments 

There were no commitments, contingencies or guarantees of the Company at the year-end (2018: none).

   17.    Controlling Party 

In the opinion of the Directors there is no immediate or ultimate controlling party.

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 28 February 2019, but has been extracted from the statutory financial statements for the year ended 28 February 2019 which were approved by the Board of Directors on 27 June 2019 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 2018 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 28 February 2019 will be available to the public at the registered office of the Company at Bond Street House, 14 Clifford Street, London, W1S 4JU and will be available for download from www.pumainvestments.co.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR EANKPAALNEEF

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