TIDMPU11
RNS Number : 7238D
Puma VCT 11 PLC
30 June 2021
HIGHLIGHTS
-- 21p per share of dividends paid since inception (including 5p
interim dividend paid in January).
-- NAV per share at the year-end was 93.09p (after adding back dividends paid to date).
-- Covid-19 pandemic continues to impact on the Company's portfolio and delay exits.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Company's annual report for the year
ended 28 February 2021.
Background
Once again, we are reporting against the backdrop of major
economic disruption caused by the COVID-19 pandemic. Whilst the
vaccine roll-out programme and the Government's road map out of
lock down have progressed, the impact of the measures taken to deal
with COVID-19 continue to impact the entire economy and touch
almost every sector.
Despite this volatile economic environment caused by the
pandemic, we are pleased to report that in June 2021, after the end
of the financial year report upon, Company sold its position in
Pure Cremation and realised GBP2.95m, a 1.5x return on total funds
invested.
In normal circumstances, your VCT would have begun the process
of liquidating all its assets, winding up and returning its cash to
the shareholders. However, as previously announced, the Board has
decided to delay convening a General Meeting of the Company at
which resolutions would be proposed to place the Company into
members' solvent liquidation. The Board continues to keep this
matter under regular review in light of the delays to realisations
likely to be caused by the ongoing Covid-19 disruption. Meanwhile,
the Company continues to meet its minimum qualifying investment
percentage of 80 per cent and the Board remains focused on
shareholders' wish to liquidate the portfolio on reasonable terms
as soon as possible
Results
The Company reported a small profit of GBP73,000 for the year
(2020: GBP63,000 loss), a post-tax profit of 0.24p (2020: 0.21p
loss) per ordinary share (calculated on the weighted average number
of shares). The Net Asset Value per ordinary share ("NAV") as at 28
February 2021 after adding back the 21p of dividends paid to 28
February 2021 was 93.09p (2020: 92.85p)
Dividend
As reported in the Company's interim report, the Company paid a
dividend of 5p per ordinary share shortly before the year end. This
brought dividends paid since inception to 21p per share. The recent
exit of Pure Cremation will enable the Company to pay a special
dividend, to be declared later this summer.
Investments
At the end of the year, the Company had just over GBP18 million
invested in a mixture of qualifying and non-qualifying investments
whilst maintaining our VCT qualifying status. Details of these
investments can be found in the Investment Manager's report on
pages 3 to 8.
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 in monitoring rule compliance as the
Company approaches the end of its planned life.
Outlook
The Company's funds continue to be invested in a balanced
portfolio of both qualifying and non-qualifying investments,
maintaining its VCT qualifying status. Whilst the Covid-19 pandemic
has presented unprecedented challenges for the UK and global
economy, the management teams in our portfolio companies and the
developers who have received loans from our affiliates have
responded well. The objective of the Board remains to balance the
maximising of shareholder returns with the desire to achieve an
orderly winding up of the Company's assets as soon as possible.
Harold Paisner
Chairman
30 June 2021
INVESTMENT MANAGER'S REPORT
Introduction
The year was of course dominated by the Covid-19 pandemic, which
has dramatically accelerated a number of major macroeconomic
trends. As the UK entered the pandemic at the beginning of 2020,
the core outlook was of a high debt, low interest rate, low
inflation model. In such an environment, innovative, fast growing
companies tend to attract high values as it is easier to buy growth
than to create it organically. This is exacerbated by large,
cash-rich incumbents being reluctant to retain high levels of
liquid assets as the yield on cash is unacceptably low. Overall,
such an environment is supportive of small company investing, as it
is stimulative of exits at good valuations.
Now, as the country begins to emerge from the Covid dislocation,
it is evident that the economy has been thrust forwards on that
trajectory by several years. National debt levels are very much
higher while interest rates remain very low. In fact, we risk being
in a position where governments and Central Banks (now more
entwined than they have been for probably 30 years) cannot afford
to raise interest rates. That raises material concerns about
inflation, consideration of which we formally upweighted in our
investment analysis this February.
Further, this has not been a 'conventional' recession. Whilst
there has been considerable uncertainly throughout, including an
intensely difficult planning period at the onset of the crisis, the
scale of Government support, particularly via the Furlough scheme,
but also through the various guaranteed loan schemes, has been
unprecedented. The majority of that support still needs to be
unwound, and in our view, it would be unwise to assume that we are
now in an early cycle recovery phase like any other.
The Investment Manager to the Company, Puma, has a highly
involved and hands-on approach to portfolio management. This keeps
us close to the management teams that the Company has backed and
allows us to help them deal with challenges that arise. This,
coupled with a focus on genuine multi-sector diversity, has served
the Company well over the extraordinary last twelve months.
Investments
Qualifying Investments
Pure Cremation - Crematorium and Direct Cremations
Pure Cremation is a leading provider of direct cremations in the
UK, meeting the needs of a growing number of people who want a
respectful cremation arranged without any funeral, leaving them
free to say farewell how, where and when is right for them.
The business has continued to perform extremely strongly
throughout the period and has expanded operations to cover mainland
Scotland where Pure Cremation has now taken office space. Similarly
in Andover, where its main site, headquarters and crematoria are
based, it took on substantial additional office space for its
expanding customer services function.
Now profitable, the business has been using its growing free
cash flow to carefully expand into adjacent end of life services
and sectors. It recruited a legal team in Birmingham to help with
its new will writing offer, which has initially been presented to
existing pre-paid plan holders. Additional staff have also been
taken on to support the business's existing trade networks and to
drive at-need business in local markets. These efforts have been
supported by the expansion of the group's marketing capacity, with
new marketing channels added, including a digital focus to extend
reach to new markets.
The position was realised in June 2021, generating GBP2.95m, a
gain of GBP950,000 on the original GBP2m invested. The accounts for
the period value the holding at GBP2.79m (including accrued loan
interest income).
Growing Fingers - Children's Nursery
Our investment has funded the construction and launch of a new
purpose-built 108-place nursery school in Wendover,
Buckinghamshire, an affluent commuter town with direct links to
London. The Company benefits from first-charge security over the
Wendover site and the Growing Fingers business.
Having experienced delays to construction due to material and
staff shortages during lockdown, practical completion was reached
at the beginning of January of this year. Despite limitations and
restrictions in place due to Covid-19 legislation, the team
conducted significant pre-marketing, utilising the latest
technology to showcase the nursery to prospective parents, which
led to strong advance registrations ahead of opening in March 2021
and, once opened, the nursery has traded ahead of expectations.
Hot Copper - Pubs with Microbreweries
Brewhouse & Kitchen is the largest brewpub brand in the UK,
distinctive for brewing their own unique craft beers onsite and
running a participatory experience with beer tasting and brewing
masterclasses. The Company invested into Warm Hearth Limited in
2015 and Knott End Pub Company in 2017, as franchise companies to
the Brewhouse & Kitchen brand to provide growth capital for the
further build-out of the overall Brewhouse & Kitchen branded
estate. In December 2020 Knott End and Warm Hearth were merged with
another Brewhouse & Kitchen franchise company which other Puma
managed funds had previously invested into. This resulted in the
Company now holding shares in Hot Copper Pub Company Limited, and
therefore having exposure to a larger, more diverse, mostly
freehold estate Hot Copper benefits from a solid financial
position, and sufficient free cash to exploit acquisition
opportunities which may arise from the current challenging
climate.
Naturally, this has been a difficult time for pub businesses due
to the extreme restrictions on trade which have characterised much
of the period. Although there have been some very encouraging
trading figures from the pubs when they have been able to open, Hot
Copper has had to focus primarily on managing cash, and the
Directors have taken the decision to mark down the value of the
holding by a further GBP800,000 to reflect the challenging
environment.
Over the course of the period, Brewhouse & Kitchen invested
into their "B&K On Tap" app, which allows them to digitise the
customer journey, accommodating order-from-table and pay-from-table
functionality. This new digital solution will not only allow them
to gain better labour efficiencies and reduce wage bills but will
also facilitate the company in better understanding their
customer-base.
Post period end, as the hospitality sector reopened in April,
trade for Hot Copper has begun well, with several units posting
gains on 2019 trading levels despite operating with significant
restrictions still in place. This trade benefits from ongoing
government support, including rates relief, flexi-furlough and the
reduction of VAT on food sales from 20% to 5%, now extended to
September 2021.
Also in April, post period end, Brewhouse & Kitchen won
'Best Pub Employer' at the 2021 Publican Awards and was shortlisted
as 'Best Managed Pub Company'. The reputational benefits of these
awards will help Hot Copper as a franchisee.
Mini Rainbows - Children's Nurseries
Mini Rainbows owns and operates three mature children's day
nurseries in the Central Belt of Scotland, a well-established
economic region.
In line with government guidance, the units were only open for
children of key workers during the first lockdown. All three sites
reopened in July 2020 and performed strongly: two sites reached
pre-Covid forecast revenue level; the third site has had increasing
occupancy levels month-on-month since opening. The nurseries once
again closed, except for children of key workers, for the third
lockdown in December 2020 in line with government guidance. During
periods of closure, the nurseries benefitted from government
support for early years education in Scotland, where councils
continued to pay for funded hours for children who could not
attend. From 22nd February 2021, the nurseries reopened for all
pupils and have traded strongly through to the end of the period
and beyond.
Signal Building Services - Construction Projects
In September 2017, the Company invested GBP1 million (as part of
a total investment round of GBP2 million) into Signal Building
Services Limited, a business specialising in delivering turnkey
solutions to construction projects led by a management team with
over 40 years of combined experience in the construction sector.
Signal Building Services is currently working on the construction
of a 41-unit residential scheme in North-West London and a 60-bed
care home in Wilmslow. It has also recently been working on the
construction of a 22-apartment supported living scheme in Wigan
which, we are pleased to report, completed successfully during the
year.
Applebarn Nurseries - Children's Nursery
Applebarn Nurseries is a childcare business operating under the
brand, Back to the Garden Childcare. The team's first site, a
custom-built 120-place children's day nursery in Altrincham, South
Manchester, opened in September 2018 and continues to show growth
in occupancy.
The nursery was closed during the first lockdown in line with
government regulations but was able to reopen in August 2020
operating at reduced capacity. Since then, the school has remained
open, working in a system of 'bubbles' of teachers and students.
This is to mitigate any potential risk of needing to isolate due to
Covid-19.
Post period, pleasingly the nursery has now been able to resume
parent tours in preparation for September 2021 when a new cohort of
attendees from the age of three upwards is expected to join.
Kid & Play - Children's Nursery
Kid & Play has developed a 110-place children's day nursery
in Bedford, which was originally expected to open in Spring 2020
but experienced interruptions to building work due to Covid-19. It
therefore reached practical completion in May 2020 and opened in
August 2020.
The site traded well from opening and has consistently been
ahead of budget in terms of occupancy.
Encouragingly, the unit's occupancy is heavily weighted to
babies and 'early years' children who are likely to remain with the
nursery for three to four years. The company is finalising
arrangements to acquire the lease on a new development site in
Barnet with a targeted opening date of late autumn 2021.
Sunlight Education Nucleus - Special Educational Needs
Schools
Sunlight Education Nucleus ("SEN") is a provider of special
educational needs schools in the Midlands run by an expert
management team with a proven track record of sourcing, developing
and launching highly successful special needs educational
settings.
At the outbreak of the pandemic, SEN's school in Stafford, West
Midlands, was able remain open for students attending at the
discretion of their parents and the school. This was based on
government advice for vulnerable children and those with education
health and care plans. Online teaching was provided to pupils who
stayed at home during this time. Since opening in September 2020
for the new school year, this school has performed well and ahead
of forecast. Furthermore, it has received approval from the
Department of Education to increase the number of registered pupil
spaces from 50 to 100.
SEN's second school in Crewe, Cheshire, opened fully in
September 2020 with four-times the number of students originally
expected and has also traded ahead of forecast. Referrals from
Local Authorities remain strong and accordingly both schools are
hiring new staff to cater for the increased demand.
Non-Qualifying Investments
As previously reported, the Company invested in a series of
lending businesses offering an appropriate risk adjusted return in
the short to medium term. As intended, most of these positions have
been liquidated as the Company has made qualifying investments.
Details of these lending businesses' loans are set out below.
Supported Living, Nottingham and Liverpool
As previously reported, a loan of GBP1,623,000 was advanced
(through an affiliate, Mayfield Lending Limited) to various
entities within the Carislease group of companies. The loan was
funding for the acquisition and development of a series of
supported living schemes in Nottingham and Liverpool. This loan,
together with loans from other vehicles managed and advised by the
Investment Manager totalling GBP4.8 million, was secured with a
first charge over the sites, many of which had already been
pre-sold. We are pleased to report that the loan was repaid in full
during the year.
Mixed Residential Commercial Development, Bloomsbury
As previously reported, a GBP1.2 million loan (as part of a
total facility of GBP17.97 million) was advanced to Cudworth
Limited (through the VCT's affiliates Mayfield Lending Limited and
Meadow Lending Limited) to fund the construction of a mixed
residential and commercial development in Bloomsbury, London, close
to the British Museum and 600m from King's Cross station. We are
pleased to report that the loan was repaid in full during the
year.
Supported Living, Northumberland
In June 2018 the Company committed loans (through affiliates,
Mayfield Lending Limited and Latimer Lending Limited) of GBP1.49
million to Homelife Developments Hexham Ltd to facilitate the
construction of a 9-apartment supported living scheme in
Northumberland. We are pleased to report that the loan was repaid
in full during the year.
Care Homes for the Elderly, Willenhall and Lichfield
A loan of GBP1,926,000 was advanced (through affiliates Mayfield
Lending Limited and Meadow Lending Limited) to various entities
within the Macc Care group of companies to support the
stabilisation of a newly built 73-bed care home in Willenhall
(between Wolverhampton & Walsall) and the acquisition of a site
in Lichfield which was the subject of a planning application for a
90-bed care home. This loan, together with loans from other
vehicles managed and advised by the Investment Manager totalling
GBP7.7 million, was secured with a first charge over the two sites.
We are pleased to report that the loan was repaid in full during
the year.
Purpose Built Student Accommodation, Brighton
A loan of GBP1,250,000 was advanced (through an affiliate,
Meadow Lending Limited) to Alumno Student Brighton Living
(Brighton) Limited to facilitate the acquisition and development of
a 71-unit purpose built student accommodation unit in Brighton.
This loan, together with loans from other vehicles managed and
advised by the Investment Manager totalling GBP8.47 million, is
secured with a first charge over the site. Brighton is one of the
university towns which has had a strong demand for new-build
quality student accommodation and the developer has a long track
having developed over 5000 units to date. Construction is
progressing well with a view to opening in line with the beginning
of the 2021/22 academic year.
Aparthotel, Glasgow
A pre-development bridge loan of GBP836,000 was advanced during
the period (through affiliates, Palmer Lending Limited and Meadow
Lending Limited) to Citihome Glasgow Limited against a site with
planning permission for a 156-room aparthotel in central Glasgow.
This loan, together with loans from other vehicles managed and
advised by the Investment Manager totalling GBP3.3 million, is
secured with a first charge over the site and is backed by a
personal guarantee from the developer. Since the loan was advanced,
the developer successfully increased the planning permission to 204
rooms.
Supported Living, Atherstone
A loan of GBP540,000 was advanced (through affiliates, Meadow
Lending Limited and Sloane Lending Limited) to HBP Group Limited to
facilitate the development of 16 supported-living flats in
Atherstone, Warwickshire. This loan, together with loans from other
vehicles managed and advised by the Investment Manager totalling
GBP1.7 million, is secured with a first charge over the property.
The scheme benefits from a pre-let with a leading housing
association and a rental void agreement with a large care provider.
The development is expected to reach practical completion in the
coming weeks.
Care Home for the Elderly, Bristol
A loan of GBP1,848,000 was advanced to facilitate the
development of a new 80-bed care home in Bristol. The loans were
made through affiliates, Mayfield Lending Limited and Meadow
Lending Limited, and were advanced together with facilities from
other vehicles managed and advised by the Investment Manager
totalling GBP13.4 million. The developer has significant previous
experience of developing and operating care homes and the loans are
secured with a first charge over the site.
Residential Development, Newcastle
During the year, a loan of GBP1,289,000 was advanced (through
affiliate Mayfield Lending Limited) to LOK Developments 06 Limited
to facilitate the development of a 24-unit residential scheme in
the city centre of Newcastle-upon-Tyne. The loan, together with
loans from other vehicles managed and advised by the Investment
Manager totalling GBP4.3 million, is secured with a first charge
over the site.
Care Homes for the Elderly, the Wirral
During the year, a loan of GBP700,000 was advanced (through an
affiliate, Sloane Lending Limited) to various entities within the
Athena Healthcare group of companies. This loan, together with
loans from other vehicles managed and advised by the Investment
Manager totalling GBP14 million is supporting the stabilisation of
two newly built 80-bed care homes in the Wirral, near Liverpool.
Both care homes have been performing well and have not, to-date,
had any serious outbreaks of Covid-19.
Mixed-Use Scheme, Hampshire
During the year, a loan of GBP1,894,000 was advanced (through
affiliates Latimer Lending Limited, Lothian Lending Limited, Meadow
Lending Limited and Sloane Lending Limited) to MHA Fleet Limited to
facilitate the development of a mixed--use scheme comprising two
retail warehouse units and four light industrial in Fleet. The
loan, together with loans from other vehicles managed and advised
by the Investment Manager totalling GBP13.5 million, is secured
with a first charge over the site. The two retail warehouse units
(pre--let to Aldi Stores Limited and TJ Morris Ltd (trading as Home
Bargains)) have been pre-sold on practical completion of the
development.
Care Home for the Elderly, Cumbria
Shortly before the period end, loans totalling of GBP1,603,000
were advanced to facilitate the development of a new 70-bed care
home in Brampton, Cumbria. The loans were made through affiliates,
Mayfield Lending Limited and Meadow Lending Limited, and were
advanced together with facilities from other vehicles managed and
advised by the Investment Manager totalling GBP11.7 million. The
developer has significant previous experience of developing and
operating care homes and the loans are secured with a first charge
over the site.
Puma Investment Management Limited
30 June 2021
Investment Portfolio Summary
As at 28 February 2021
Valuation
as a % of
Valuation Cost Gain/(loss) Net Assets
GBP'000 GBP'000 GBP'000
Qualifying Investments
Applebarn Nurseries Limited 1,133 1,133 - 5%
Growing Fingers Limited 980 980 - 4%
Kid & Play Limited 1,694 1,694 - 8%
Mini Rainbows Limited 2,737 2,500 237 12%
Pure Cremation Holdings
Limited 2,633 2,000 633 12%
Signal Building Services
Limited 971 1,000 (29) 4%
Sunlight Education Nucleus
Limited 2,097 1,350 747 10%
Hot Copper Pub Company
Limited 2,272 4,900 (2,628) 10%
Total Qualifying Investments 14,517 15,557 (1,040) 65%
---------- -------- ------------ ------------
Non-Qualifying Investments
Palmer Lending Limited 260 260 - 1%
Mayfield Lending Limited 1,160 1,160 - 5%
Latimer Lending Limited 1 1 - 0%
Meadow Lending Limited 1,448 1,448 - 7%
Sloane Lending Limited 780 780 - 4%
Total Non-Qualifying
Investments 3,649 3,649 - 17%
---------- -------- ------------ ------------
Total Investments 18,166 19,206 (1,040) 82%
Balance of Portfolio 3,829 3,829 18%
Net Assets 21,995 23,035 (1,040) 100%
---------- -------- ------------ ------------
Of the investments held at 28 February 2021, all are
incorporated in England and Wales.
Income Statement
For the year ended 28 February 2021
Year ended 28 February Year ended 29 February
2021 2020
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
8
Gain on investments (b) 209 209 166 166
Income 2 554 - 554 505 - 505
554 209 763 505 166 671
-------- -------- -------- -------- --------
Investment management
fees 3 (114) (343) (457) (125) (374) (499)
Other expenses 4 (233) - (233) (235) - (235)
(347) (343) (690) (360) (374) (734)
-------- -------- -------- -------- --------
Profit/(loss) before
taxation 207 (134) 73 145 (208) (63)
Taxation 5 (39) 39 - (28) 28 -
Profit/(loss) and
total comprehensive
income for the year 168 (95) 73 117 (180) (63)
======== ======== ======== ======== ======== ========
Basic and diluted
Return/(Loss) per
Ordinary Share (pence) 6 0.55p (0.31p) 0.24p 0.38p (0.59p) (0.21p)
======== ======== ======== ======== ======== ========
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.
Balance Sheet
As at 28 February 2021
As at As at
28 February 29 February
Note 2021 2020
GBP'000 GBP'000
Fixed Assets
Investments 8 (a) 18,166 19,997
------------- -------------
Current Assets
Debtors 9 3,828 3,307
Cash 173 214
------------- -------------
4,001 3,521
Creditors - amounts falling
due within one year 10 (172) (70)
Net Current Assets 3,829 3,451
------------- -------------
Total Assets less Current Liabilities 21,995 23,448
Net Assets 21,995 23,448
============= =============
Capital and Reserves
Called up share capital 12 19 19
Capital reserve - realised (2,181) (1,817)
Capital reserve - unrealised (1,040) (1,309)
Revenue reserve 25,197 26,555
Total Equity 21,995 23,448
============= =============
Net Asset Value per Ordinary
Share 13 72.09p 76.85p
============= =============
The financial statements on pages 37 to 52 were approved and
authorised for issue by the Board of Directors on 30 June 2021 and
were signed on their behalf by:
Harold Paisner
Chairman
Statement of Cash Flows
For the year ended 28 February 2021
Year ended Year ended
28 February 29 February
2021 2020
GBP'000 GBP'000
Reconciliation of profit/(loss) after
tax to net cash used in operating activities
Profit/(loss) after tax 73 (63)
Gain on investments (209) (166)
Increase in debtors (508) (387)
Increase/(decrease) in creditors 89 (106)
Net cash used in operating activities (555) (722)
------------- -------------
Cash flow from investing activities
Proceeds from disposal of investments
and repayments of loans 2,040 2,725
Net cash generated from investing activities 2,040 2,725
------------- -------------
Cash flow from financing activities
Dividends paid (1,526) (1,831)
Net cash used for financing activities (1,526) (1,831)
------------- -------------
Net cash (decrease)/increase in cash
and cash equivalents (41) 172
Cash and cash equivalents at the beginning
of the year 214 42
Cash and cash equivalents at end of
year 173 214
============= =============
Statement of Changes in Equity
For the year ended 28 February 2021
Called Capital Capital
up share reserve reserve Revenue
capital - realised - unrealised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 March 2019 19 (1,446) (1,500) 28,269 25,342
Total comprehensive income
for the year - (371) 191 117 (63)
Dividends paid - - - (1,831) (1,831)
Balance as at 29 February
2020 19 (1,817) (1,309) 26,555 23,448
Total comprehensive income
for the year - (304) 209 168 73
Transfer realised loss
from prior period - (60) 60 - -
Dividends paid - - - (1,526) (1,526)
Balance as at 28 February
2021 19 (2,181) (1,040) 25,197 21,995
========== ============ ============== ========= ========
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 GBP25,197,000 (2020:
GBP26,555,000).
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.
The revenue reserve represents the cumulative revenue earned
less cumulative distributions.
1. Accounting Policies
Accounting convention
Puma VCT 11 plc ("the Company") was incorporated, registered and
is domiciled in England. The Company's registered number is
09197956. 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 GBP1,000, except where otherwise indicated.
Going concern
As set out in the Chairman's Statement on pages 1 and 2, due to
the ongoing Covid-19 disruption, the Board have delayed convening a
General Meeting of the Company at which resolutions would be
proposed to place the Company into members' solvent liquidation.
The Board continues to keep this matter under regular review and,
as a result, a meeting may be convened during the period to 30 June
2022. If a meeting is convened, and if the resolution is approved,
the Company would be placed into members' solvent liquidation.
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. After making
enquiries, including consideration of the ongoing impact of
COVID-19 on the Company's current financial position and expected
cash flows for the period of the review, the Directors believe that
it is appropriate to continue to apply the going concern basis in
preparing the financial statements. This is appropriate as the
Company has access to cash reserves greater than the anticipated
annual running costs of the Company.
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 17.
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 either the price of recent
investment or cost 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 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 per share.
The performance incentive has been satisfied through the issue
of 7,627,992 Ordinary Shares (as set out in note 11 to the
financial statements) to the Investment Manager and members of the
investment management team being 20% of the total issued Ordinary
Share capital of 38,139,963. Under the terms of the incentive
arrangement, all rights to dividends will be waived until the GBP1
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 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 has 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 includes 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,
especially due to the impact of COVID-19, Further details of the
unquoted investments are disclosed in the Investment Manager's
Report on pages 3 to 8 and notes 8 and 14 to the financial
statements.
2. Income
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
Income from investments
Loan stock interest 552 503
Other income
Bank deposit income 2 2
554 505
======================= =======================
3. Investment Management Fees
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
Puma Investments fees 457 499
457 499
======================= =======================
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 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 2.3% (2020: 2.5%) of the funds raised.
4. Other expenses
Year ended 28 Year ended 29 February
February 2021 2020
GBP'000 GBP'000
PI Administration Services
Limited 80 88
Directors' Remuneration 48 48
Social security costs 2 2
Auditor's remuneration
for statutory audit 30 29
Legal and professional
fees 24 24
Other expenses 49 44
233 235
=============== =======================
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 25. The Company had no
employees (other than Directors) during the year (2020: none). The
average number of non-executive Directors during the year was 3
(2020: 3).
The Auditor's remuneration of GBP25,250 (2020: GBP24,000) has
been grossed up in the table above to be inclusive of VAT.
Non-audit fees charged during the year were GBPnil (2020: GBP250
for iXBRL tagging of the 2019 financial statements).
5. Taxation
Year ended 28 Year ended 29
February 2021 February 2020
GBP'000 GBP'000
UK corporation tax charged
to revenue reserve 39 28
UK corporation tax credited
to capital reserve (39) (28)
UK corporation tax charge
for the year - -
=============== ===============
Factors affecting tax charge for the year
Profit/(loss) before taxation 73 (63)
=============== ===============
Tax charge calculated on
profit/(loss) before taxation
at the applicable rate
of 19% 14 (12)
Gain on investments (40) (32)
Tax losses carried forward 26 44
- -
=============== ===============
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 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 return/(loss) per Ordinary Share
Year ended 28 February 2021
Revenue Capital Total
Total comprehensive income
for the year GBP168,000 (GBP95,000) GBP73,000
Weighted average number
of shares in issue for
the year 38,139,963 38,139,963 38,139,963
Less: management incentive
shares (see note 11) (7,627,992) (7,627,992) (7,627,992)
Weighted average number
of shares for purposes
of return/(loss) per share
calculations 30,511,971 30,511,971 30,511,971
------------ ------------ ------------
Return/(loss) per share 0.55p (0.31p) 0.24p
Year ended 29 February 2020
Revenue Capital Total
Total comprehensive income
for the year GBP117,000 (GBP180,000) (GBP63,000)
Weighted average number
of shares in issue for
the year 38,139,963 38,139,963 38,139,963
Less: management incentive
shares (see note 11) (7,627,992) (7,627,992) (7,627,992)
Weighted average number
of shares for purposes
of return/(loss) per share
calculations 30,511,971 30,511,971 30,511,971
------------ ------------- ------------
Return/(loss) per share 0.38p (0.59p) (0.21p)
7. Dividends
The Directors do not propose a final dividend in relation to the
year ended 28 February 2021 (2020: GBPnil). An interim dividend of
5p (2020: 6p) per ordinary share was paid from revenue reserves in
the year ended 28 February 2021 totalling GBP1,526,000 (2020:
GBP1,831,000).
8. Investments
Qualifying Non qualifying
(a) Movements in investments investments investments Total
GBP'000 GBP'000 GBP'000
Purchased at cost 17,657 3,649 21,236
Net unrealised loss (1,309) - (1,309)
Valuation as at
29 February 2020 16,348 3,649 19,997
Disposals:
- Proceeds (2,040) - (2,040)
Net unrealised gain 209 - 209
Valuation at 28 February
2021 14,517 3,649 18,166
============= =============== ========
Book cost at 28 February
2021 15,557 3,649 19,206
Net unrealised loss
at 28 February 2021 (1,040) - (1,040)
Valuation at 28 February
2021 14,517 3,649 18,166
============= =============== ========
(b) Gains and losses on investments
The gains and losses on investments for the year shown in the
Income Statement is analysed as follows:
Year ended Year ended
28 February 29 February
2021 2020
GBP'000 GBP'000
Realised gains/(losses)
in year - (25)
Unrealised gains in
year 209 191
209 166
============= =============
During the year, the Company's investment of GBP2,100,000 in
South-West Cliffe Limited was realised for GBP2,040,000. This
investment was held at a fair value of GBP2,040,000 as at 29
February 2020, so a loss of GBP60,000 was realised in the year. 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 Market value
at 28 February as at 29 February
2021 2020
GBP'000 GBP'000
Unquoted investments 18,166 19,997
18,166 19,997
================ ===================
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 15 of the Annual Report.
9. Debtors
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Prepayments and accrued
income 3,815 3,307
Other debtors 13 -
3,828 3,307
================== ==================
10. Creditors - amounts falling due within one year
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Accruals 145 56
Other creditors 27 14
172 70
================== ==================
Redeemable preference shares were issued on 11 September 2014
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 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.
11. Management Performance Incentive Arrangement
On 11 September 2014, 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 per Ordinary Share, the Performance Target.
This incentive is effective through the issue of ordinary shares
in the Company, such that the Management Team hold 7,627,992
ordinary shares being 20% of the issued share capital of
38,139,963.
The Management Team will waive all rights to dividends until a
return of GBP1 per share (whether capital or income) has been paid
to the other shareholders.
The total return per share to 28 February 2021 is 93.09p (2020:
92.85p), comprising net asset value per share of 72.09p (2020:
76.85p) and dividends paid to date of 21p (2020: 16p). As the total
return is less than GBP1 per share, there is no share based payment
charge in the accounts (2020: nil) and the management incentive
shares are excluded from the calculations of earnings per share
(note 6) and net asset per share (note 13).
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 29 As at 28 As at 29
February February February February
2021 2020 2021 2020
Number of Number of
GBP'000 GBP'000 shares shares
Allotted, called
up and fully paid:
Ordinary shares of
0.05p each 19 19 38,139,963 38,139,963
========== ========== =========== ===========
Allotted, called
up and partly paid:
Redeemable preference
shares of GBP1 each 13 13 50,000 50,000
========== ========== =========== ===========
13. Net Asset Value per Ordinary Share
As at As at
28 February 2021 29 February 2020
Net assets GBP21,995,000 GBP23,448,000
------------------ ------------------
Number of shares in issue 38,139,963 38,139,963
Less: management incentive
shares (see note 11) (7,627,994) (7,627,992)
------------------ ------------------
Number of shares in issue
for purposes of
Net Asset Value per share
calculation 30,511,969 30,511,971
------------------ ------------------
Net asset value per share
Basic and diluted 72.09p 76.85p
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 2021:
2021 2020
GBP'000 GBP'000
Financial assets at fair value
through profit or loss 18,166 19,997
Financial assets that are debt
instruments measured at amortised
cost 3,828 3,307
Financial liabilities measured
at amortised cost (172) (70)
21,822 23,234
======== ========
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:
2021 2020
GBP'000 GBP'000
Investments in loans, loan
notes and bonds 8,283 8,646
Cash at bank and in hand 173 214
Interest, dividends and
other receivables 3,815 3,307
12,271 12,167
======== ========
The cash held by the Company at the year-end is held in one U.K.
bank. 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.
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.
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 17. 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% (2020: 100%) of the Company's investments are unquoted
investments.
Liquidity risk
Details of the Company's unquoted investments are provided in
the Investment Portfolio summary on page 9. 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 and the
Directors' Report. The Company's overall liquidity risks are
monitored on a quarterly basis by the Board. The Company maintains
access to cash reserves sufficient 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
0.1% at 28 February 2021 (2020: 0.75%). All of the loan and loan
note investments are unquoted and hence not directly subject to
market movements as a result of interest rate movements.
Cash flow interest rate risk
The Company has exposure to interest rate movements primarily
through its cash deposits and loan notes 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 2021.
Average
interest Period
Rate status rate until maturity Total
GBP'000
Cash at bank - RBS Floating 0.01% - 173
Loans and loan notes Floating 2.75% 4 months 750
Loans and loan notes Fixed 19.67% 74 months 5,796
Non-interest
Balance of assets bearing - 15,448
22,167
========
The following analysis sets out the interest rate risk of the
Company's financial assets as at 29 February 2020.
Average
interest Period
Rate status rate until maturity Total
GBP'000
Cash at bank - RBS Floating 0.01% - 214
Loans and loan notes Floating 2.75% 8 months 1,500
Loans and loan notes Fixed 16.45% 23 months 7,146
Non-interest
Balance of assets bearing - 14,658
23,518
========
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:-
2021 2020
GBP'000 GBP'000
Level 3
Unquoted investments 18,166 19,997
18,166 19,997
======== ========
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 10 to 15.
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.
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.
16. Contingencies, Guarantees and Financial Commitments
There were no commitments, contingencies or guarantees of the
Company at the year-end (2020: none).
17. Controlling Party
In the opinion of the Directors there is no immediate or
ultimate controlling party.
18. Post Balance Sheet Events
On 15 June 2021, the VCT realised its position in Pure Cremation
Holdings Limited for the total proceeds of GBP2.8m.
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 2021, but has been extracted from the statutory
financial statements for the year ended 28 February 2021 which were
approved by the Board of Directors on 30 June 2021 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 29 February 2020 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 2021 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 will be available for download
from www.pumainvestments.co.uk.
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END
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June 30, 2021 11:39 ET (15:39 GMT)
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