1
ANNUAL REPORT & ACCOUNTS 2024
Puma VCT 13 plc
2
Contents
1
Officers and
Professional Advisers
32
Directors'
Report
2
Chairman’s
Statement
36
Directors’
Remuneration Report
4
Financial
highlights
38
Corporate Governance
Statement
5
Portfolio
diversification
42
Independent
Auditor’s Report
6
Investment Manager’s
Report
50
Income
Statement
8
Qualifying
investments
51
Balance
Sheet
14
Liquidity management
investments
52
Statement of
Cash Flows
16
Investment
portfolio summary
53
Statement of
Changes in Equity
17
Significant
investments
54
Notes to the
Financial Statements
27
Directors'
biographies
66
Notice of Annual
General Meeting
29
Strategic Report
1
Officers and
Professional Advisers
Directors
David Buchler (Chairman)
Graham Shore
Stephen Hazell-Smith
Secretary
Eliot Kaye
Registered Number
10376236
Registered Office
Cassini House
57 St James’s Street
London SW1A 1LD
Investment Manager
Puma Investment
Management Limited
Cassini House
57 St James’s Street
London SW1A 1LD
Registrar
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen B62 8HD
Administrator
PI Administration
Services Limited
Cassini House
57 St James’s Street
London SW1A 1LD
Independent Auditor
MHA
Statutory Auditor
6th Floor
2 London Wall Place
London EC2Y 5AU
Sponsors and Solicitors
Howard Kennedy
No 1 London Bridge
London SE1 9BG
Bankers
The Royal Bank of Scotland plc
London City Office
PO Box 412
62-63 Threadneedle Street
London EC2R 8LA
VCT Tax Advisor
Shoosmiths LLP
1 Bow Churchyard
London EC4M 9DQ
Custodian
Pershing Securities Limited
1 Canada Square
London E14 5AL
J.P. Morgan SE,
Luxembourg Branch
European Bank & Business Centre
6, route de Trèves
L-2633 Senningerberg
Luxembourg
Howard Kennedy
No 1 London Bridge
London SE1 9BG
Overview
Chairman’s
Statement
Overview
The Company’s Net Asset Value (“NAV”) per share at the
end of the year stood at 124.48p.
Six of the Company’s qualifying holdings were written up
in value – including MUSO, which was written up by £1.5m,
HR Duo by £0.7m and CameraMatics by £0.6m. These
businesses have seen demand for their solutions grow,
with continued domestic and overseas expansions. Seven
of the Company’s qualifying holdings were marked down
in value. These movements, together with running costs,
accounted for the overall NAV movement. The Company’s
loss for the year was £8.1m (2023: profit £2.7m).
Further to statements made by the Company in the
prospectus published back in September 2023, Puma VCT
13 is proposing to launch a dividend reinvestment scheme
("DRIS") under which shareholders will be able to reinvest
any cash dividends received into further shares. Details of
the proposed DRIS and the terms and conditions of the
DRIS are set out at the end of the notice of Annual General
Meeting on pages 66 to 76 of this report.
Fundraising
During the year, the Company undertook a further
fundraising. The Company raised £36.3m during the year,
with a further £28.5m raised after the year-end.
This equity issue gives the Company substantial
deployable funds and will help spread fixed costs over
a wider shareholder base. It also gives the Company the
ability to expand the portfolio substantially.
Investment activity and portfolio
We are pleased to report that 2023-24 has been an
active year for the Company with seven new qualifying
investments in this period. These were made alongside
other Puma-managed funds and bring the current
number of qualifying investments to 20.
Seven new investments
added to the portfolio in the
year bringing total number
of investments to 20
£36.3m raised during the
year and a further £28.5m
raised post year-end
£40.1m available for
deployment into new and
follow on investments
as at the year-end
2
I am pleased to present the sixth report
and financial statements for Puma VCT
13 plc ("the Company") for the year to 29
February 2024. It has been another successful
year for the Company and I am delighted
to be able to report on its highlights.
Overview
These investments were: £1.1m into Bikmo, a
specialist cycle and e-mobility insurer; £4.6m into
Iris an advanced audio technology company; £3.3m
into Lucky Saint, the UK’s number 1 dedicated
alcohol-free beer brand; £3.9m into Pockit, a digital
account provider; £0.8m into Thingtrax, a SaaS-based
manufacturing performance platform; £5.4m into
Transreport, a fast-growing accessibility technology
company and £2.4m into TravelLocal, a global
travel marketplace.
Follow-on investments were also made: £0.8m into
Ostmodern; £0.9m into Connectr; £1.7m into Dymag;
£1.9m into CameraMatics and £0.8m into Ron Dorff.
The Company’s holdings in Deazy, HR Duo,
Le Col, CameraMatics, MUSO and Open House have
generated positive valuation movements. Seven
of the Company’s qualifying holdings were marked
down in value.
Muso saw an increase in its valuation of £1.5m in the
year. Growth picked up in 2024 following a slowdown
in 2023 as a result of the actors and writers' strikes.
2024 has seen new client wins and a strong pipeline.
Dymag's valuation decreased by £3.9m in the year
as the after-market for car wheels slowed and car
manufacturers became more cautious despite
ongoing investment in product and sales capacity.
Puma is working closely with management
recognising the challenges it faces.
Connectr was written down by £2.5m in the year
reflecting a challenging trading environment. Many
employers are cutting back on recruitment and
associated spending on software impacting new
business growth and renewal rates alike. Puma has
supported the Company through a restructure which
has had a positive impact on cashflow and profitability.
NAV
The NAV per share at the year-end was 124.48p (2023:
133.05p). This figure reflects the initial funds raised
less the costs of issue, movements in the value of the
portfolio and running costs of the Company.
VCT qualifying status
Shoosmiths LLP provides the Board and the
Investment Manager with advice on the ongoing
compliance with HMRC rules and regulations
concerning VCTs and has reported no issues in this
regard for the Company to date. Shoosmiths and
other specialist advisors will continue to assist the
Investment Manager in establishing the status
of potential investments as qualifying holdings.
Shoosmiths will continue to monitor rule compliance
and maintaining the qualifying status of the
Company’s holdings in the future.
Outlook
During the period, I am pleased to report that seven
new investments were added to the portfolio, bringing
the total number of companies to 20, significantly
boosting diversification. This was done in a challenging
environment and shows the appeal of the Investment
Manager’s proposition and its growing presence
in the market.
In 2023, the wider VCT sector saw a significant
reduction in investment activity, down by nearly 30%1
compared to the previous year. This mirrored broader
economic challenges within the UK characterised
by rising interest rates, inflationary pressures,
elevated debt levels, and subdued consumer and
business confidence. Consequently, company
valuations experienced a dip during this turbulent
economic backdrop.
However, despite these concerns, the economic
outlook for 2024 has begun to exhibit signs of
improvement offering some hope for recovery.
The tightening of finance imposed by the Bank of
England and other central banks and an easing in
commodity prices have reduced inflation. There is
now some hope for a better outlook for the economy,
although uncertainties remain and need monitoring.
David Buchler
Chairman
14 June 2024
3
CHAIRMAN’S STATEMENT > CONTINUED
1Source: the AIC
4
Financial highlights
AS AT 29 FEBRUARY 2024
Company details and performance
Fundraising and cash Qualifying investment activity
£118.55m
Net Assets
£40.1m
Cash and cash equivalents
available for new investments
at the year-end
66%
of NAV invested in qualifying
investments
£36.3m
Cash raised during the year
20%
Increase in qualifying value over cost
New investments in year ending
February 2024
£28.5m 7
Cash raised post year-end
124.48p
NAV / Share
5
3%
Hospitality
Portfolio diversification
AS AT 29 FEBRUARY 2024
Invested by sector (fair value)
12%
Software and other technology
6%
Financial and insurance technology
15%
Logistics technology
10%
HR technology
19%
Business services
10%
Consumer services
2%
Advanced manufacturing
13%
Marketplace
23%
Consumer
33%
Consumer
9%
B2B2C
45%
B2B
Invested by business model (fair value)
Figures subject to rounding
6
Investment
Manager’s Report
G
iven these challenges and potential
roadblocks, it is easy to overlook just
how much things have improved over
the past 12–18 months. Inflation was still
stubbornly in double figures a little over a year ago1,
but is now forecast to drop below 2% in the coming
months (before rising again slightly)2, meaning
interest rates may fall during the summer months.
On the back of this, Deloitte’s CFO survey reported
in April that sentiment among UK CFOs had risen
for the third consecutive quarter, to a point well
above its long-term average. Consumer confidence
has also improved, the latest GFK Consumer
Confidence Barometer has illustrated that consumer
optimism when it comes to their personal finances
has improved significantly over the past year.
Yet, despite these promising trends, many companies
are experiencing stretched balance sheets with
the majority of cost management options already
exhausted. This is especially true in sectors that
have been most exposed to supply chain, labour
or demand shocks. Companies in these sectors
have been weakened, and any further shocks
to the economy could be difficult to absorb.
We have seen this pattern reflected in the trading
data of our well diversified portfolio of investee
companies. 2023 was extremely challenging, with
particular weakness in Q3 and a soft end to the
year, 2024 has opened with considerably more
momentum. Encouragingly, we are starting to see
steady like-for-like growth across a number of sectors.
We consider potential investment opportunities
against a broader valuation landscape, and from
the above we can see that the period covered
in these accounts was a challenging time to be
selling companies, but an advantageous time to
be investing in them. As such, we are excited to
have added 7 additional investee companies in
the period, increasing the size of the portfolio by
54%. This is particularly pleasing as overall VCT
investment activity during 2023 was significantly
down, by approximately 30% according to the AIC.
The period has clearly been one
of significant strain for smaller
companies in the UK, as indeed
it has been for companies of all
stages of growth plus households
and consumers. The challenges
facing those building a business
are substantial from inflation to
geopolitical conflict, supply shock,
labour shortages, strikes, energy
price spikes, the list could go on.
7
New additions to the portfolio include Bikmo, a
specialist cycle and e-mobility insurer which protects
over 75,000 riders in the UK, Lucky Saint, the UK’s
number one dedicated alcohol-free beer brand
and Iris, a cutting-edge audio technology company
with a mission to enable the world to listen well.
Naturally given the economic environment, it has
been appropriate to reduce the carrying values
of some of the positions in the portfolio. New
investments made in the period have been held
at cost (as is the norm under the IPEV guidelines
covering VCTs). This masks the strong momentum
that many of our new investments exhibited when
we made our original investment, but the growth
from this cohort should be visible in the future.
We remain very active in our approach and
engagement with the companies in our portfolio.
We continue to host networking events and
workshops through our Senior Managers Club,
directed at CEOs, CFOs and other heads of
department to enable them to share ideas
and insight with each other. For example, the
most recent event focused on cyber security
and efficiently scaling tech teams.
This, together with the support and oversight we
provide the companies in our portfolio, means
our proposition continues to prove compelling
in attracting high quality companies.
1 Source: Consumer price inflation from
the Office for National Statistics
2 Bank of England, March 2024
INVESTMENT MANAGER’S REPORT > CONTINUED
8
Qualifying
investments
Bikmo
CameraMatics
Iris
Le Col
Lucky Saint
Pockit
Ron Dorff
Thingtrax
Transreport
TravelLocal
In this section, we look at the following investments
within our portfolio in more detail.
Bikmo is a specialist cycle and e-mobility
insurer which protects over 75,000 riders
in the UK, Ireland, Germany and Austria.
Capitalising on growth in the cycle market,
Bikmo offers a range of insurance products
to protect every type of cyclist – from road
cyclists and triathletes to daily commuters.
The business is B-Corp certified, it is focusing
on expanding into other European markets and
supporting multinational partners, including
British Cycling, Cyclescheme and Brompton.
CameraMatics
Bikmo
9
CameraMatics is an award-winning solution
for Fleet Risk Management. Continuing its
mission to create safer roads for all, it released
one of the most advanced AI-powered collision
avoidance system on the market. The system
promises radically to improve driver reaction
times and blind spot visibility by using deep
learning algorithms, continually scanning for
pedestrians, hidden road users and cyclists.
The company has attended several trade
shows across America and the UK to bring its
offerings to new audiences, with a continued
focus on US expansion. It has invested heavily
into its sales and marketing team to aid this
and recently announced a new collaboration
with Bosch Logistics Operating System. This
partnership will align CameraMatics with
Bosch’s mission to unite all stakeholders in
the logistics and transportation industry.
Recently named best performance cycling
brand by GQ Magazine, Le Col is continuing
its expansion into the US and is now
available online at DICK’S Sporting Goods
(which has over 800 stores nationwide).
In addition, Le Col has partnered with US
fabrics manufacturer Polartec to launch
a new plant-based performance fabric,
‘Power Shield’, which is made with 50%
fewer emissions than similar fabrics.
IRIS is an audio specialist which has
developed an AI-powered software
which removes distracting background
noise from calls, integrating
seamlessly with existing platforms.
IRIS achieved a top 20 placing in
the Startups 100 Index 2024.
Le Col
Iris
10
Lucky Saint is the UK’s number one dedicated
alcohol-free beer brand across grocery
and on-trade. The investment from Puma
funds will support the brand’s next phase
of growth both in the UK and globally.
The B-Corp certified company, voted
‘Marketing Society Brand of the Year 2023’,
has recently expanded its offering by
launching the Superior Hazy IPA, which joins
the award-winning Alcohol-Free Superior
Unfiltered Lager as its first new beer since
launch in 2018. It is stocked in over 7,000
pubs, bars and restaurants and sold in
major supermarkets including Waitrose,
Sainsbury’s, Tesco and Marks & Spencer.
Pockit
Lucky Saint
Pockit is a digital account provider
offering pre-paid spending cards and
current accounts. The fintech company
has focused on growing the senior
team and has appointed a new COO.
The next phase of Pockit’s growth
strategy aims to expand its customer
base and introduce new services.
11
Thingtrax is an IoT enabled software provider
using AI and machine learning to optimise
performance in manufacturing facilities.
Its latest offering, Retail Pack Label Validation
powered by AI, enables manufacturers early
detection of label discrepancies. The pairing
of camera vision with AI examines each
label for specific text, dates, imagery, and
positioning, with an instant alert when a label
fails to meet product specifications, allowing
mistakes to be addressed efficiently.
Ron Dorff, the premium athleisure brand,
has grown sales by 42% in the two years
to December 2023 and is present across
more than 50 countries including the US,
the UK, Germany and France. It launched
a crowdfunding campaign, which raised
over the target, giving the Ron Dorff
community an opportunity to be part
of its growth. The funds will be used to
sustain global online growth, in particular
in the US, building brand awareness on
and offline. It is due to open a flagship
store in Paris towards the end of 2024.
Thingtrax
Ron Dorff
12
Transreport’s flagship technology, the
Passenger Assistance app, supports
anyone who needs assistance whilst
travelling, facilitating quicker and
easier use of public transport.
Since its launch in May 2021, the
Passenger Assistance technology,
nominated for an Apple Design Award
in the Inclusivity Category, has been
downloaded over 100,000 times,
facilitating millions of passenger
journeys to date. Transreport has initially
focussed on UK rail, where it works with
every UK rail operating company.
Transreport
TravelLocal is a leading online platform for
tailor-made holidays that connects clients directly
with local experts in their destinations. Since
the business was founded in 2016, TravelLocal
has helped more than 70,000 customers
from 100 countries globally create the perfect
trip. TravelLocal is growing rapidly, many
travellers demand genuinely authentic, more
sustainable holidays and prioritise spending on
experiences, with annual bookings over USD
50m and growing over 100% year on year.
The new funding will support the company’s
international growth and has already added
Australia to its growing roster of over 90
international destinations. In addition, the company
looks to invest in its managed marketplace
platform and further brand marketing.
TravelLocal
13
Liquidity
management
investments
14
An active approach is taken to manage
any cash held, prior to investing
in VCT qualifying companies.
The rules for VCTs limit the income which can be received
from bank deposits, making them an unattractive way of holding
funds waiting to be invested. As a result, during a period where funds
remain not yet deployed in qualifying investments in smaller
companies, to earn a return on these funds a VCT needs
to hold investments rather than cash deposits.
Rising interest rates have made investing in
fixed-income securities more attractive. The Company
has therefore, switched from holding listed equities into a revised
liquidity management strategy focused on short term bonds
held through collective investment schemes.
Historically, to manage the Company’s liquidity,
a portion of the Company’s funds were invested in a diverse
portfolio of UK-centric listed equities. This had been reduced over
time and was sold entirely during the year in review resulting
in £0.25 million of losses being realised.
Puma Investment Management Limited
14 June 2024
15
16
AS AT 29 FEBRUARY 2024
Investment portfolio summary
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
Valuation
as a % of
Net Assets Multiple
Qualifying Investments - Unquoted
ABW Group Limited (“Ostmodern”) 871 1,292 (421) 1% 0.67x
Bikmo Limited 1,107 1,107 - 1% 1.00x
Deazy Limited 3,146 2,900 246 3% 1.08x
Dymag Group Limited 1,770 5,787 (4,017) 1% 0.31x
Everpress Limited 4,986 3,514 1,472 4% 1.42x
Forde Resolution Company Limited (“HR Duo”) 2,947 2,238 709 2% 1.32x
Hot Copper Pub Company Limited 305 847 (542) 0% 0.36x
Influencer Limited 11,247 1,800 9,447 9% 6.25x
Iris Audio Technologies Limited 4,555 4,555 - 4% 1.00x
Le Col Holdings Limited 10,810 8,281 2,529 9% 1.31x
MyKindaFuture Limited (“Connectr”) 4,869 5,915 (1,046) 4% 0.82x
MySafeDrive Limited (“CameraMatics”) 6,139 3,882 2,257 5% 1.58x
MUSO Limited 3,875 2,361 1,514 3% 1.64x
Not Another Beer Co Limited (“Lucky Saint”) 3,289 3,289 - 3% 1.00x
NQOCD Consulting Limited (“Ron Dorff”) 4,059 3,218 841 3% 1.26x
Open House London Limited 2,003 1,800 203 2% 1.11x
Pockit Limited 3,920 3,920 - 3% 1.00x
Thingtrax Limited 750 750 - 1% 1.00x
Transreport Limited 5,418 5,418 - 5% 1.00x
TravelLocal Limited 2,433 2,433 - 2% 1.00x
Total Qualifying Investments 78,497 65,307 13,190 66% 1.20x
Total Investments 78,497 65,307 13,190 66%
Balance of Portfolio 40,049 40,049 - 34%
Net Assets 118,546 105,356 13,190 100%
Of the investments held at 29 February 2024, all are incorporated in England and Wales,
except MySafeDrive Limited and HR Duo Limited, which are incorporated in Ireland.
Significant investments
^ May not accurately reflect voting rights
17
The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses.
ABW GROUP LIMITED (“OSTMODERN”)
Cost (£'000) 1,292
Investment comprises:
Ordinary shares 1,292
Debt -
Valuation method Multiples
Valuation (£'000) 871
Multiple of Investment Cost 0.67x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 30 June 2023
Turnover (€’000) Not disclosed
Profit before tax (€’000) Not disclosed
Net assets (€’000) 1,614
Proportion of equity held 37%
Proportion of voting rights held 30%
Proportion of equity managed by Puma Investment Management Limited^ 79%
ABW Group Limited (trading as Ostmodern) has been at the forefront of innovation in digital product development for over
10 years, creating video platforms for some of the world’s leading media, broadcast and sport brands. The equity held in the
company is A and B ordinary shares. Only A shares attract full voting rights.
BIKMO LIMITED
Cost (£'000) 1,107
Investment comprises:
Ordinary shares 1,107
Debt -
Valuation method Cost
Valuation (£'000) 1,107
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net liabilities (£’000) 138
Proportion of equity and voting rights held 10%
Proportion of equity managed by Puma Investment Management Limited^ 20%
Bikmo Limited is a specialist cycling insurance business. The company sought investment to further expand internationally
and build out its API integrations following success in UK, Ireland, Germany and Austria both direct to consumer and through
a number of key partnerships. The equity held in Bikmo Limited is A Ordinary Shares. The A Shares attract full voting rights.
18
SIGNIFICANT INVESTMENTS > CONTINUED
DEAZY LIMITED
Cost (£'000) 2,900
Investment comprises:
Ordinary shares 2,900
Debt -
Valuation method Multiples
Valuation (£'000) 3,146
Multiple of Investment Cost 1.08x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 4,641
Proportion of equity and voting rights held 13%
Proportion of equity managed by Puma Investment Management Limited^ 22%
Deazy Limited is a B2B marketplace connecting customers to software development teams. The Company uses technology,
through the Deazy digital platform, to add value to both sides of the marketplace. The equity held in Deazy Limited is
A Preference Shares. The A Shares attract full voting rights.
DYMAG GROUP LIMITED
Cost (£'000) 5,787
Investment comprises:
Ordinary shares 3,463
Debt 2,324
Valuation method Multiples
Valuation (£'000) 1,770
Multiple of Investment Cost 0.31x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the period ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net liabilities (£’000) 1,373
Proportion of equity held 34%
Proportion of voting rights held 31%
Proportion of equity managed by Puma Investment Management Limited^ 85%
Dymag Group Limited is a British, elite motorbike and car wheel designer and manufacturer. Its wheels are steeped in the
heritage of racing and now feature on some of the most expensive motorbikes and cars in the world. The equity held in Dymag
Group Limited are E, F, I, J, L and M Ordinary Shares. Only E, I and L shares attract full voting rights.
^ May not accurately reflect voting rights.
19
SIGNIFICANT INVESTMENTS > CONTINUED
EVERPRESS LIMITED
Cost (£'000) 3,514
Investment comprises:
Ordinary shares 3,514
Debt -
Valuation method Multiples
Valuation (£'000) 4,986
Multiple of Investment Cost 1.42x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 897
Proportion of equity rights held 37%
Proportion of voting rights held 6%
Proportion of equity managed by Puma Investment Management Limited^ 60%
Everpress Limited is an online platform that enables creatives, illustrators and artists (“creators”) to design and sell clothing
to their audience. Its global fashion marketplace connects consumers to unique and sustainable products from independent
designers. The equity held in Everpress Limited is A and B Ordinary Shares. The A shares attract full voting rights.
FORDE RESOLUTION COMPANY LIMITED (“HR DUO”)
Cost (£'000) 2,238
Investment comprises:
Ordinary shares 2,238
Debt -
Valuation method Multiples
Valuation (£'000) 2,947
Multiple of Investment Cost 1.32x
Income received by the Company from this holding in the year (€’000) -
Source of financial data Audited accounts for the year ended 30 April 2023
Turnover (€’000) Not disclosed
Profit before tax (€’000) Not disclosed
Net liabilities (€’000) 1,979
Proportion of equity held 69%
Proportion of voting rights held 25%
Proportion of equity managed by Puma Investment Management Limited^ 99%
Forde Resolution Company Limited (trading as HR Duo) is a B2B software company specialising in HR software for SMEs.
They provide a full service HR solution to small and medium enterprises offering HR admin management and expert HR
advice to alleviate the burden for SMEs. The equity held in HR Duo is D and E Ordinary shares. Only the D shares attract full
voting rights.
^ May not accurately reflect voting rights.
20
SIGNIFICANT INVESTMENTS > CONTINUED
HOT COPPER PUB COMPANY LIMITED
Cost (£'000) 847
Investment comprises:
Ordinary shares 847
Debt -
Valuation method Multiples
Valuation (£'000) 305
Multiple of Investment Cost 0.36x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the year ended 24 September 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 9,303
Proportion of equity and voting rights held 4%
Proportion of equity managed by Puma Investment Management Limited^ 98%
Hot Copper Pub Company Limited owns and operates leasehold and freehold pubs in the UK. The equity held in Hot Copper
Pub Company Limited is A ordinary shares which attract full voting rights.
INFLUENCER LIMITED
Cost (£'000) 1,800
Investment comprises:
Ordinary shares 1,800
Debt -
Valuation method Multiples
Valuation (£'000) 11,247
Multiple of Investment Cost 6.25x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 31 March 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 8,584
Proportion of equity held 40%
Proportion of voting rights held 17%
Proportion of equity managed by Puma Investment Management Limited^ 67%
Influencer Limited is a high growth, data driven, social media, influencer, and digital marketing platform. The business enables
brands to connect with influencers and manage influencer marketing campaigns across one platform. The equity held in
Influencer Limited is C and D Ordinary Shares. Only C shares attract full voting rights.
^ May not accurately reflect voting rights.
21
SIGNIFICANT INVESTMENTS > CONTINUED
IRIS AUDIO TECHNOLOGIES LIMITED
Cost (£'000) 4,555
Investment comprises:
Ordinary shares 4,555
Debt -
Valuation method Cost
Valuation (£'000) 4,555
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 5,811
Proportion of equity and voting rights held 14%
Proportion of equity managed by Puma Investment Management Limited^ 17%
Iris Audio Technologies Limited is an artificial intelligence and audio specialist which has developed an AI powered software
Clarity that removes distracting background noise from VoIP and customer calls, integrating seamlessly with existing
platforms. Clarity’s three main use cases are contact centres, AI speech analytics and specialised communications (aviation
and sports). The equity held in Iris Audio Technologies Limited is A Ordinary Shares. The A Shares attract full voting rights.
LE COL HOLDINGS LIMITED
Cost (£'000) 8,281
Investment comprises:
Ordinary shares 8,281
Debt -
Valuation method Multiples
Valuation (£'000) 10,810
Multiple of Investment Cost 1.31x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 1 January 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 1,880
Proportion of equity held 42%
Proportion of voting rights held 32%
Proportion of equity managed by Puma Investment Management Limited^ 85%
Le Col Holdings Limited is a leading British cycling brand founded by ex-professional cyclist Yanto Barker in 2011. The company
brings high-performance cycling kit to consumers with a quality formerly reserved for professionals. The equity held in Le Col
Holdings Limited is E and G Ordinary Shares. Only E shares attract full voting rights.
^ May not accurately reflect voting rights.
22
SIGNIFICANT INVESTMENTS > CONTINUED
MYKINDACROWD LIMITED (“CONNECTR”)
Cost (£'000) 5,915
Investment comprises:
Ordinary shares 5,016
Debt 899
Valuation method Multiples
Valuation (£'000) 4,869
Multiple of Investment Cost 0.82x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 31 January 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 2,823
Proportion of equity held 57%
Proportion of voting rights held 28%
Proportion of equity managed by Puma Investment Management Limited^ 99%
MyKindaCrowd Limited (trading as Connectr) is a digital platform working with large corporates to improve engagement
of potential graduates and apprentices. The platform works with companies such as Deloitte and Cisco to help them recruit
young people from a wider range of social backgrounds than their traditional channels. The equity held in MyKindaCrowd
Limited is A and C Ordinary Shares. Only A shares attract full voting rights.
MYSAFEDRIVE LIMITED (“CAMERAMATICS”)
Cost (£'000) 3,882
Investment comprises:
Ordinary shares 2,128
Debt 1,754
Valuation method Multiples
Valuation (£'000) 6,139
Multiple of Investment Cost 1.58x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 31 January 2023
Turnover (€’000) Not disclosed
Loss before tax (€’000) Not disclosed
Net assets (€ 000) 3,323
Proportion of equity held 21%
Proportion of voting rights held 8%
Proportion of equity managed by Puma Investment Management Limited^ 73%
MySafeDrive Limited (trading as CameraMatics) provides an award-winning solution for risk management within large fleets
of vehicles. Working across Ireland, the UK and US, the business is positioned at the forefront of fleet and vehicle safety
technology. Its disruptive solution incorporates artificial intelligence, machine learning, camera technology, vision systems
and telematics to help fleet operators reduce risks and drive new safety standards. The equity held in the company is B and
C Ordinary Shares. Only B shares attract full voting rights.
^ May not accurately reflect voting rights.
23
SIGNIFICANT INVESTMENTS > CONTINUED
MUSO TNT LIMITED
Cost (£'000) 2,361
Investment comprises:
Ordinary shares 2,361
Debt -
Valuation method Multiples
Valuation (£'000) 3,875
Multiple of Investment Cost 1.64x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 31 March 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 1,026
Proportion of equity rights held 30%
Proportion of voting rights held 10%
Proportion of equity managed by Puma Investment Management Limited^ 41%
Muso TNT Limited is a data company that provides a complete and trusted view of global piracy and unlicensed media
consumption. It measures global piracy and monitors all major forms of piracy activity, including streaming, web downloads,
public and private torrents and stream rippers. The equity held in Muso TNT Limited is B and C Ordinary Shares. The B Shares
attract full voting rights.
NOT ANOTHER BEER CO LIMITED (“LUCKY SAINT”)
Cost (£'000) 3,289
Investment comprises:
Ordinary shares 3,289
Debt -
Valuation method Cost
Valuation (£'000) 3,289
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 8,169
Proportion of equity and voting rights held 5%
Proportion of equity managed by Puma Investment Management Limited^ 6%
Not Another Beer Co Ltd (trading as Lucky Saint) is the leading dedicated non-alcoholic beer brand in the UK. It sells its
leading product, non-alcoholic lager, in draught and packaged form across its own website, through retail / grocery stores and
in leading bars and restaurants. The equity held in Not Another Beer Co Ltd is D Ordinary Shares. The D Shares attract full
voting rights.
^ May not accurately reflect voting rights.
24
SIGNIFICANT INVESTMENTS > CONTINUED
NQOCD CONSULTING LIMITED (“RON DORFF”)
Cost (£'000) 3,218
Investment comprises:
Ordinary shares 2,393
Debt 825
Valuation method Multiples
Valuation (£'000) 4,059
Multiple of Investment Cost 1.26x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (€’000) Not disclosed
Profit before tax (€’000) Not disclosed
Net assets (€’000) 10,386
Proportion of equity held 32%
Proportion of voting rights held 34%
Proportion of equity managed by Puma Investment Management Limited^ 100%
NQOCD Consulting Limited (trading as Ron Dorff) is a premium menswear brand operating across Europe and the USA.
The equity held in NQOCD Consulting Limited is A, B, D and E shares. Only A shares attract full voting rights.
OPEN HOUSE LONDON LIMITED
Cost (£'000) 1,800
Investment comprises:
Ordinary shares 1,800
Debt -
Valuation method Multiples
Valuation (£'000) 2,003
Multiple of Investment Cost 1.11x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Loss before tax (£’000) Not disclosed
Net liabilities (£’000) 4,390
Proportion of equity held 36%
Proportion of voting rights held 17%
Proportion of equity managed by Puma Investment Management Limited^ 99%
Open House London Limited is a London-based high-end food and beverages offering, operating three sites in King's Cross
(The Lighterman), White City (The Brodcaster) and Fitzrovia (arber garde). The equity held in Open House London Limited is
C and D Ordinary Shares. C and D Ordinary Shares in aggregate command 26.25% of the total voting rights.
^ May not accurately reflect voting rights.
25
SIGNIFICANT INVESTMENTS > CONTINUED
POCKIT LIMITED
Cost (£'000) 3,920
Investment comprises:
Ordinary shares 3,920
Debt -
Valuation method Cost
Valuation (£'000) 3,920
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the year (£’000) -
Source of financial data Audited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net liabilities (£’000) 1,911
Proportion of equity and voting rights held 11%
Proportion of equity managed by Puma Investment Management Limited^ 14%
Pockit Limited is a fintech company offering a suite of financial products and ancillary services direct to customers. It provides
pre-paid spending cards and current accounts primarily to UK customers who are typically excluded or at least underserved
by high street banks. The equity held in Pockit Limited is D Ordinary Shares. The D Shares attract full voting rights.
THINGTRAX LIMITED
Cost (£'000) 750
Investment comprises:
Ordinary shares 750
Debt -
Valuation method Cost
Valuation (£'000) 750
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net liabilities (£’000) 84
Proportion of equity and voting rights held 6%
Proportion of equity managed by Puma Investment Management Limited^ 9%
Thingtrax Limited is a cloud based ‘Manufacturing Performance Platform’ that is used at all levels of a manufacturing
organisation to digitise the manufacturing process and optimise factory efficiency. The product is designed to be of value at
all levels from the factory shop floor to the board room. The equity held in Thingtrax Limited is Series Seed. The Series Seed
Shares attract full voting rights.
^ May not accurately reflect voting rights.
26
SIGNIFICANT INVESTMENTS > CONTINUED
TRANSREPORT LIMITED
Cost (£'000) 5,418
Investment comprises:
Ordinary shares 5,418
Debt -
Valuation method Cost
Valuation (£'000) 5,418
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited accounts for the year ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 3,815
Proportion of equity rights held 15%
Proportion of voting rights held 14%
Proportion of equity managed by Puma Investment Management Limited^ 18%
Transreport Limited have developed a suite of solutions aimed at enhancing passenger travel experience. Their main
product, Passenger Assist app, enables older and disabled people (referred to as Persons with Reduced Mobility or “PRMs”)
to book and manage assistance when they travel. The equity held in Transreport Limited is C Ordinary Shares. The C Shares
attract full voting rights.
TRAVELLOCAL LIMITED
Cost (£'000) 2,433
Investment comprises:
Ordinary shares 2,433
Debt -
Valuation method Cost
Valuation (£'000) 2,433
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited accounts for the year ended 31 March 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 1,800
Proportion of equity rights held 7%
Proportion of voting rights held 9%
Proportion of equity managed by Puma Investment Management Limited^ 10%
TravelLocal Limited is an online platform that enables travellers to book their tailor-made holidays directly with handpicked
local travel operators (“LTOs”) based in their destination, cutting out the traditional middleperson. It is a managed marketplace
operating in a highly fragmented sector. The equity held in TravelLocal Limited is Series B Shares. The Series B Shares attract
full voting rights.
^ May not accurately reflect voting rights.
27
Directors’ biographies
David Buchler
NON-EXECUTIVE CHAIRMAN
David Buchler is a Chartered Accountant and Insolvency Practitioner, with some 40 years
of experience in the field of Insolvency and Corporate Turnaround. He was a Partner at
Arthur Andersen prior to becoming a Founding Partner of Buchler Phillips, one of the
UK’s leading financial recovery and restructuring specialists, which was acquired in 1999
by the world’s leading risk mitigation firm, Kroll Inc. Until 2003, David was Chairman
of Kroll for Europe and Africa. He is a former President of the Association of Business
Recovery and Turnaround Professionals, the R3; former Vice-Chairman of Tottenham
Hotspur Football Club; former Deputy Chairman of the English National Opera; as
well as Producer of the London International Opera Festival from 1984 to 1993.
David Buchler is currently Chairman of several different companies, both public and
private, including Buchler Phillips; Volvere Plc; Puma VCT 13 Plc; and the English National
Opera Directors Emeriti. In addition, David Buchler is a Trustee of Syracuse University; a
member of the Institute of Chartered Accountants; the Insolvency Practitioners Association;
the Institute for Turnaround; as well as a Trustee of the Peres Center for Peace.
Graham Shore
Stephen Hazel-Smith
Stephen is a UK institutional fund manager by background, including the founder
and Managing Director of Rutherford Asset Management Limited, where he created
a number of highly successful smaller company investment vehicles, including Herald
Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset
Management Limited to Close Brothers Group and joined Close Investment Limited as
Managing Director, where he was responsible for launching Close Brothers AIM VCT.
He is a Director of Octopus AIM VCT plc and Daxia Limited. He is a former Chairman
of Conduit PR Limited plc, PLUS Markets Group plc and of Businessagent.com.
Graham was previously a Management Consultancy Partner of Touche Ross (now Deloitte),
having begun his career as a Government Economist. At Touche Ross he undertook
strategic and economic assignments for a wide range of clients including appraisals of
venture capital opportunities. In 1990 he joined the Shore Capital Group as Managing
Director and has been involved in managing the Puma VCTs and other venture capital
funds managed by the Shore Capital Group, including evaluating new deals for the funds
and representing the funds with investee companies. Graham has been involved with AIM
since its inception as both a corporate financier and investor, and with private equity for
more than 25 years. He has been a Director of several other Puma VCTs, which, have now
successfully returned their capital to their investors in accordance with their mandates.
28
29
Strategic Report
Principal activities and status
The Company was incorporated on 15 September
2016. The principal activity of the Company is the
making of investments in qualifying and non-
qualifying holdings of shares or securities. The
Company is an investment company within the
meaning of Section 833 of the Companies Act
2006. The Company has been granted provisional
approval by the Inland Revenue under Section 274
of the Income Tax Act 2007 as a Venture Capital
Trust. The Directors have managed, and continue
to manage, the Company’s affairs in such a manner
as to comply with s274 of the Income Tax Act 2007.
The Company’s Ordinary Shares of 0.0005p
each have been listed on the Official List of
the UK Listing Authority since 2 July 2018.
Business model and strategy
The Company operates as a VCT to enable
its shareholders to benefit from tax reliefs
available. The Directors aim to maximise tax-
free distributions to shareholders by way of
dividends paid out of income received from
investments, and capital gains received following
successful realisations. The Company’s strategy
is set out in the Investment Policy below.
Investment policy
Puma VCT 13 plc seeks to achieve its overall
investment objective (of proactively managing
the assets of the fund with an emphasis on
The Directors present their Strategic Report of
the Company for the year ended 29 February
2024. The purpose of the report is to inform
members of the Company and help them assess
how the Directors have performed their duty
to promote the success of the Company.
realising gains in the medium term) to maximise
distributions from capital gains and income
generated from the Company’s assets. It intends
to do so while maintaining its qualifying status as a
VCT, by pursuing the following Investment Policy:
The Company may invest in a mix of qualifying and
non-qualifying assets. The qualifying investments
may be quoted on AIM or a similar market or be
unquoted companies. The Company may invest
in a diversified portfolio of growth-orientated
qualifying companies that seek to raise new
capital on flotation or by way of a secondary
issue. The Company has the ability to structure
deals to invest in private companies with an
asset-backed focus to reduce potential capital
loss. The Company had to have in excess of 80%
of its assets invested in qualifying investments as
defined for VCT purposes by 29 February 2024.
The portfolio of non-qualifying investments will
be managed with the intention of generating
a positive return. Subject to the Board and
Investment Manager’s view from time to time
of desirable asset allocation, it will comprise
quoted and unquoted investments (direct or
indirect) in cash or cash equivalents, secured
loans, bonds, equities, vehicles investing in
property and funds of funds or on cash deposit.
A full text of the Company’s investment
policy can be found within the Company’s
prospectus at www.pumainvestments.co.uk.
Principal risks and uncertainties
The Board has carried out a robust assessment
of the Company’s emerging and principal risks,
including those that might threaten the Company’s
business model, future performance, solvency or
liquidity and reputation. The Board receives regular
reports from the Investment Manager and uses
this information, along with its own knowledge
and experience, to identify any emerging risks,
so that appropriate procedures can be put in
place to manage or mitigate such risks.
The principal risks facing the Company relate
to its investment activities, specifically market
price risk, as well as interest rate risk, credit risk
and liquidity risk. An explanation of these risks
and how they are managed is contained in
note 15 to the financial statements. Additional
risks faced by the Company are listed below.
Market conditions
There is a risk that geopolitical and economic
events can impact the prospects of some of
the Company’s investments. The Investment
Manager mitigates the risk by maintaining close
contact with all investee companies as well
as by maintaining a diverse portfolio. Further
details of the investments are set out in the
Investment Manager’s Report from pages 6 to 13.
Investment risk
Inappropriate stock selection leading to
underperformance in absolute and relative
terms is a risk that the Investment Manager and
the Board mitigate by reviewing performance
throughout the year and formally at Board
meetings. There is also a regular review by the
Board of the investment mandate and long-term
investment strategy, and monitoring of whether the
Company should change its investment strategy.
Regulatory risk
The Company operates in a complex regulatory
environment and faces a number of related risks.
A breach of s274 of the Income Tax Act 2007 could
result in the Company being subject to capital gains
on the sale of investments. A breach of the VCT
regulations could result in the loss of VCT status and
consequent loss of tax relief currently available to
shareholders. Serious breach of other regulations,
such as the UKLA Listing Rules and the Companies
Act 2006, could lead to suspension from the Stock
Exchange. The Board receives quarterly reports to
monitor compliance with regulations and engages
external independent advisers to undertake
an independent VCT status monitoring role.
In addition to the principal risks explained above,
the principal uncertainty that may affect the
Company relates to material changes to the VCT
regulations. The Board continues to monitor this
and will take appropriate action if required.
Risk management
The Company’s investment policy allows for
a large proportion of the Company’s assets
to be held in unquoted investments. These
investments are not publicly traded, so there is
not a liquid market for them. Therefore, these
investments may be difficult to realise.
The Company manages its investment risk within
the restrictions of maintaining its qualifying
VCT status by using the following methods:
• the active monitoring of its investments by
the Investment Manager and the Board;
• seeking Board representation associated
with each investment, if possible;
• seeking to hold larger investment stakes by
co-investing with other companies managed
by the Investment Manager, so as to gain
more influence over the investment;
• ensuring a spread of investments is achieved.
Business review and future developments
The Company’s business review and future
developments are set out in the Chairman’s
Statement, the Investment Manager’s Report and
the Investment Portfolio Summary on pages 2 to 16.
Key performance indicators
At each Board meeting, the Directors consider a
number of performance measures to assess the
Company’s success in meeting its objectives.
The Board believes the Company’s key performance
indicators are movement in NAV per Ordinary
Share and Total Return per Ordinary Share.
The Board considers that the Company has no
non-financial key performance indicators. In
addition, the Board considers the Company’s
compliance with the VCT regulations to ensure
that it will maintain its VCT status. An analysis of
the Company’s key performance indicators and
the performance of the Company’s portfolio and
specific investments is included in the Chairman’s
Statement, the Investment Manager’s Report and
the Investment Portfolio Summary on pages 2 to 16.
30
STRATEGIC REPORT > CONTINUED
Viability statement
The Directors have conducted a robust assessment
of the principal risks facing the Company,
including those that would threaten its business
model, future performance, solvency or liquidity.
This is summarised above. The Directors have
assessed the prospects of the Company for the
three-year period from the Balance Sheet date.
This is a period for which developments are
considered to be reasonably foreseeable. This
review included consideration of compliance
with the VCT regulations, the Company’s current
financial position and expected cash flows for
the period and the current economic outlook.
Based on this review, the Directors have concluded
that there is a reasonable expectation that they
will have access to adequate cash resources to
enable the Company to continue in operation
and meet its liabilities, as they fall due over
the three-year period to 28 February 2027.
Section 172 statement – Duty to promote the
success of the company
Section 172 of the Companies Act requires
directors of a company to act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the
benefit of its members as a whole, and in doing
so have regard (among other matters) to:
(a) the likely consequences of any decision in the
long term,
(b) the interests of the company’s employees,
(c) the need to foster the company’s business
relationships with suppliers, customers and
others,
(d) the impact of the company’s operations on the
community and the environment,
(e) the desirability of the company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly between members of the
company.
This section of the Strategic Report also sets out
the disclosures required in respect of how the
Company engages with suppliers, customers and
others in a business relationship with the Company.
The Company does not have any employees,
and delegates day-to-day operations to service
providers. The Board’s principal concern is to focus
on the needs and priorities of its shareholders,
as well as considering the wider community,
including the Company’s service providers
and its investee companies (as disclosed in
the Investment Manager’s Report on pages 6
and 7). The Board considers that the Company
does not have customers, only shareholders,
and its suppliers are the service providers.
The Annual Report as a whole, sets out how the
Board promotes the success of the Company for the
benefit of its shareholders. The Board is focused on
high standards of business conduct and recognises
the need to act fairly between shareholders. Further
details on relations with shareholders is set out in
the Corporate Governance Statement on page 40.
The Board engages with the Investment Manager
at every Board meeting, to ensure that there is a
close and constructive working relationship and a
good understanding of the investee companies.
The Company also engages regularly with its
other service providers. The Board ensures that
the interests of current and potential stakeholders,
and the impact of the Company’s investments on
the wider community and the environment, are
taken into account when decisions are made.
David Buchler
Chairman
14 June 2024
31
STRATEGIC REPORT > CONTINUED
32
Directors’ Report
The Directors present their Annual Report and
the audited financial statements of the Company
for the year ended 29 February 2024.
The Company’s Registered Number is
10376236. The Company has, in accordance
with Section 414C of the Companies Act,
set out in the Strategic Report, information
regarding financial risk management, future
developments and engagement with
suppliers, customers and others in a business
relationship with the Company that would
otherwise be set out in the Directors’ Report.
33
Results and dividends
The results for the financial year are set out
on page 50. The Directors will not propose a
resolution at the Annual General Meeting to
pay a final dividend (2023: nil). It is the aim of
the Directors to maximise tax-free distributions
to shareholders by way of dividends paid out of
income received from investments and capital
gains received following successful realisations.
Post Balance Sheet events
Details of material post Balance Sheet events are
set out in note 20 to the financial statements.
Future developments
The long-term strategy of the Company has been
disclosed in page 29 of the Strategic Report.
Capital structure
The issued share capital of the Company is
detailed in note 13 to the financial statements.
Details of share voting rights and authority to
repurchase Ordinary Shares are disclosed in the
Corporate Governance Statement on page 41.
Directors
The Directors of the Company during the
year and their beneficial interests in the
issued Ordinary Shares of the Company
at 29 February 2024 were as follows:
0.0005p Ordinary Shares
29 February
2024
28 February
2023
David Buchler (Chairman) 20,200 20,200
Graham Shore 51,000 51,000
Stephen Hazell-Smith 20,200 20,200
No options over the share capital of the Company
have been granted to the Directors. There have
been no changes in the holdings of the Directors
since the year-end.
Investment management, administration
and performance fees
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited (“Puma Investments”). The
principal terms of the Company’s management
agreement with Puma Investments are set
out in note 3 to the financial statements. The
annual running costs of the Company are
subject to a cap of 3.5% of the Company’s Net
Assets as at the end of the accounting period.
The Company has delegated company secretarial
and other accounting and administrative support to
PI Administration Services Limited for an aggregate
annual fee of 0.35% of the NAV of the Fund at
each quarter end, payable quarterly in arrears.
The Investment Manager will also be entitled
to a Performance Incentive Fee (“PIF”) payable
in relation to each accounting period, subject
to the Performance Value per Share exceeding
the High Water Mark (being the higher of 110p
and the highest Performance Value per Share at
the end of any previous accounting period). That
amount will be allocated, at the discretion of the
Investment Manager, between the Investment
Manager itself and the management team.
Under the previous performance incentive
arrangement, 3,895,834 Ordinary Shares (as set
out in note 12 to the financial statements) are held
by the Investment Manager and members of the
investment management team (“Performance
Incentive Shares”). Under the terms of the incentive
arrangement, all rights to dividends will be
waived, except amounts payable under the new
PIF will, where possible, be paid as a dividend
through these Performance Incentive Shares.
It is the Directors’ opinion that the continued
appointment of the Investment Manager,
Puma Investments, on the terms agreed, is
in the best interests of the shareholders as
a whole. The Investment Manager is part of
the Shore Capital Group, which has a proven
track record in VCT management and has
a strong network within the industry.
Corporate Governance Statement
The Company’s Corporate Governance Statement
is set on page 38 to 41 and forms part of the
Directors’ Report.
Global greenhouse gas emissions
The Company has no physical assets, operations,
premises or employees of its own. Consequently,
it consumed less than 40,000kWh of energy during
the year, so has no greenhouse gas emissions
to report from its operations, nor does it have
responsibility for any other emission-producing
sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
DIRECTORS’ REPORT > CONTINUED
34
Going concern
The Board receives regular reports from Puma
Investments, and in accordance with the guidance
issued by the Financial Reporting Council, 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. As part of this assessment, they have taken
into consideration the geopolitical climate, and
believe that there are no material uncertainties
leading to significant doubt. On this basis, 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’s listed shares are held for liquidity
purposes and will be sold as and when required
to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
Financial instruments
The material risks arising from the Company’s
financial instruments are market price risk, credit
risk, liquidity risk and interest rate risk. The Board
reviews and agrees policies for managing each
of these risks, and these are summarised in note
15 to the financial statements. These policies
have remained unchanged since the beginning
of the financial year. As a Venture Capital Trust,
it is the Company’s specific business to evaluate
and control the investment risk in its portfolio.
Substantial shareholdings
As at 29 February 2024 and as at the date of
this report, the Company had been notified
that the following direct interests, which
previously represented 3% or more of the
issued share capital of the Company, have
now dropped below that threshold.
Number
of shares
Percentage
of voting rights
At 29
Feb 2024
At 28
Feb 2023
At 29
Feb 2024
At 28
Feb 2023
Shore Capital
International
Asset
Management
Limited 1,383,021 1,383,021 <3% <3%
The above shareholding is held under the
management performance incentive agreement
explained in note 12 to the financial statements.
Third-party indemnity provision for Directors
Qualifying third-party indemnity provision was in
place for the benefit of all Directors of the Company.
Independent auditor
A resolution to reappoint MHA as independent
auditor will be proposed at the next Annual
General Meeting.
Statement as to disclosure of information to
the auditor
The Directors in office at the date of this report
have confirmed that, as far as they are each
aware, there is no relevant audit information
of which the auditor is unaware. Each of the
Directors has confirmed that they have taken
all the steps that they ought to have taken as
Directors in order to make themselves aware of
any relevant audit information and to establish
that it has been communicated to the auditor.
Annual General Meeting
The Annual General Meeting of the Company
will be held at Cassini House, 57 St James’s
Street, London SW1A 1LD on 13th August 2024 at
11.00am. Notice of the Annual General Meeting
is inserted within this document. Members will
be provided with a separate Form of Proxy.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report, the
Directors’ Remuneration Report and the financial
statements in accordance with applicable laws
and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law, the Directors have elected to prepare
the financial statements in accordance with
United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards,
comprising FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of
Ireland”, and applicable law). Under company
law, the Directors must not approve the financial
statements unless they are satisfied that they
give a true and fair view of the state of affairs
of the Company and of the profit or loss of the
Company for that period. In preparing those
financial statements, the Directors are required to:
DIRECTORS’ REPORT > CONTINUED
35
(a) select suitable accounting policies and then
apply them consistently;
(b) make judgements and accounting estimates
that are reasonable and prudent;
(c) state whether applicable UK Accounting
Standards (comprising FRS 102 “The Financial
Reporting Standard applicable in the UK
and Republic of Ireland”, and applicable law)
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
(d) prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time, the financial
position of the Company and enable them to
ensure that the financial statements and the
Directors’ Remuneration Report comply with the
Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Directors’ statement pursuant to the disclosure
and transparency rules
Each of the Directors, whose names and functions
are listed in the Directors’ Biographies on page 27,
confirms that, to the best of each person’s
knowledge:
(a) the financial statements, prepared in
accordance with United Kingdom Generally
Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising
FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”,
and applicable law), give a true and fair view
of the assets, liabilities, financial position and
profit/(loss) of the Company; and
(b) the Chairman’s Statement, Investment
Manager’s Report, Strategic Report and
Directors’ Report contained in the Annual
Report include a fair review of the development
and performance of the business and the
position of the Company together with
a description of the principal risks and
uncertainties that it faces.
Directors’ statement regarding Annual Report
and Accounts
The Directors consider that the Annual Report
and Accounts, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Electronic publication
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s
website. The financial statements are published
on www.pumainvestments.co.uk, a website
maintained by the Investment Manager.
Legislation in the United Kingdom regulating
the preparation and dissemination of
the financial statements may differ from
legislation in other jurisdictions.
On behalf of the Board.
David Buchler
Chairman
14 June 2024
DIRECTORS’ REPORT > CONTINUED
36
Directors’ Remuneration Report
This report is prepared in accordance with Schedule 420-422 of
the Companies Act 2006. A resolution to approve this report will be
put to the members at the Annual General Meeting to be held on
13th August 2024.
Directors’ remuneration policy
The Board as a whole considers Directors’
remuneration and therefore a Remuneration
Committee has not been established. The Board’s
policy is that the remuneration of non-executive
Directors should reflect time spent and the
responsibilities borne by the Directors for the
Company’s affairs and should be sufficient to
enable candidates of high calibre to be recruited.
Directors’ fees payable during the year totalled
£64,000 (excluding VAT) as set out in note 4 to the
financial statements. On 13 September 2017 the
Directors were appointed for a period of 12 months,
after which either party must give three calendar
months’ notice to end the contract.
Directors’ remuneration
The Directors are all non-executive and
received emoluments as detailed below:
Audited
year ended
29 Feb2024
£
Audited
year ended
28 Feb2023
£
David Buchler (Chairman) 25,000 25,000
Stephen Hazell-Smith 18,000 18,000
Graham Shore 18,000 18,000
61,000 61,000
These are the total emoluments. There are no
pension contributions or share options. There is no
requirement for the Directors to hold shares in the
Company. Directors’ share interests are disclosed
in the Directors’ Report on page 33 (audited).
Brief biographical notes on the Directors are given
on page 27.
2023/24 remuneration
The remuneration levels for the forthcoming year
are expected to be at the annual levels shown in
the table above. The Directors shall be paid by
the Company all travelling, hotel and other
expenses they may incur in attending meetings of
the Directors or General Meetings, or otherwise in
connection with the discharge of their duties. The
remuneration to be paid is as per the prospectus.
Directors’ and Officers’ liability insurance cover is
held by the Company in respect of the Directors.
Statement of voting at Annual General Meeting
Resolutions to approve the Directors’ Remuneration
Policy and the Directors’ Remuneration Report
were approved by shareholders at the AGM on 27
July 2023. Votes cast are summarised as follows:
Directors’
Remuneration
Policy
Directors’
Remuneration
Report
For 99.0% 99.0%
Against 1.0% 1.0%
Number of votes
withheld - -
37
Performance graph
The following chart represents the Company’s performance from inception to 29
February 2024, and compares the rebased Net Asset Value to a rebased FTSE AIM
All-Share Index. This index is considered to be the most appropriate equity market
against which investors can measure the relative performance of the Company.
This has been rebased to 100 at 2 July 2018, the listing date for the Company.
On behalf of the Board
David Buchler
Chairman
14 June 2024
AIM All-Share total return basis, rebased to 100
Historic NAV of VCT (including dividends) rebased to 100
Historic NAV of VCT (including dividends and tax relief) rebased to 130
DIRECTORS’ REMUNERATION REPORT > CONTINUED
200.00
190.00
180.00
17000
160.00
150.00
140.00
130.00
120.00
110.00
100.00
90.00
80.00
70.00
60.00
50.00
30/06/2022
30/06/2021
30/06/2020
30/06/2019
30/06/2018
36/06/2023
31/12/2021
31/12/2020
31/12/2019
31/12/2018
31/12/2022
31/12/2023
38
Corporate Governance
Statement
The FRC has confirmed that members of the AIC,
who report against the AIC Code, will be meeting
their obligations in relation to the UK Code and the
associated disclosure requirements under paragraph
9.8.6 of the Listing Rules. The AIC Code is available
on the AIC’s website www.theaic.co.uk. It includes
an explanation of how the AIC Code adapts the
principles and provisions set out in the UK Code to
make them relevant for investment companies.
Corporate governance within the investment
company industry differs from that of other
companies. In addition, VCTs differ from most
other investment companies in that they have,
developed over many years, a complex range of
additional legal, tax and regulatory requirements.
Puma VCT 13 as a VCT has particular factors
that have an impact on its governance
arrangements; these are outlined below:
• The VCT outsources all day-to-day activities (such as
portfolio management, administration, accounting,
custody and company secretarial). This means
that it is governed entirely by a Board of Non-
Executive Directors. In these circumstances, the
proper oversight of these relationships is the key
aspect of achieving good corporate governance.
• The VCT does not have executive Directors or
employees. As a consequence, the only ‘corporate
memory’ is that of the Non-Executive Directors.
• The VCT does not have customers,
only shareholders.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers. In practice, most of the time spent
The Association of Investment Companies Code of Corporate
Governance (the “AIC Code”), issued by the AIC in February 2019,
addresses the principles and provisions set out in the UK Corporate
Governance Code (the “UK Code”), issued by the Financial Report
Council (“FRC”) in July 2018, as well as setting out additional
provisions on issues that are of specific relevance to Puma VCT 13.
by the board of a well-functioning investment
company should be spent on matters of general
corporate governance (e.g. the investment
strategy, policy and performance).
VCT 13 is committed to maintaining high standards
in corporate governance. With the exception of the
limited items outlined below, the Directors consider
that VCT 13 has, throughout the year under review,
complied with the provisions set out in the AIC Code:
• Provision 14 – Due to the size of the Board,
the role of Chairman and Senior Independent
Director are both performed by David Buchler.
The recommendation in the Code is for the
Senior Independent Director and Chairman
to be separate positions on the Board. The
Board believes that David Buchler’s experience
allows him to exercise proper judgement
in distinguishing between the roles.
• Provisions 22, 28, 37 – Due to the size of the Board
and because there are no executive Directors
or senior management, the Company does not
have a nominations committee or remuneration
committee. Since appointment there have been
no changes to the Board of the Directors or the
Directors’ remuneration. The Board does not have
plans in place for orderly succession to the Board.
• Provision 26 – Due to the size of the Board,
a formal annual performance evaluation of
the Board, its committees and the individual
Directors has not been undertaken. Specific
performance issues are dealt with as they arise.
• Provision 29 – Due to the size of the Board, the
Chairman of the Company is also the Chairman
of the Audit Committee. The recommendation
39
in the Code is that the Chairman of the
Company should not be a member of the Audit
Committee. The Board believes that David
Buchler’s experience allows him to exercise proper
judgement in distinguishing between the roles.
The Board
The Company has a Board comprising three non-
executive Directors. All Directors are independent
as defined by the Code, except for Graham Shore
as a result of his holding an interest in the parent
of the Investment Manager. The Board considers
that all Directors have sufficient experience to
be able to exercise proper judgement within the
meaning of the Code. The Board has appointed
David Buchler as the Senior Independent Director
and he is also the Chairman. Biographical details
of all Board members are shown on page 27.
In accordance with the recommendations of the
Code, all the Directors will retire at the forthcoming
Annual General Meeting and, being eligible,
will offer themselves for re-election. The Board
believes that all the Directors have made valuable
contributions during the year and remain committed
to the role. The Board therefore recommends
that shareholders re-elect David Buchler, Stephen
Hazell-Smith and Graham Shore as Directors at
the forthcoming Annual General Meeting.
Full Board meetings take place quarterly, and
additional meetings are held as required to
address specific issues. The Board has a formal
schedule of matters specifically reserved for its
decision. These include:
• considering recommendations from the
Investment Manager;
• making all decisions concerning the acquisition
or disposal of qualifying investments; and
• reviewing annually, the terms of engagement
of all third-party advisers (including
investment managers and administrators).
The Board makes decisions and sets policies in
line with its purpose and outlined strategy.
The attendance of individual Directors at full
Board meetings during the year was as follows:
The Board has also established procedures,
whereby Directors wishing to do so in the
furtherance of their duties, may take independent
professional advice at the Company’s expense.
All Directors have access to the advice and
services of the Company Secretary. The Company
Secretary provides the Board with full information
on the Company’s assets and liabilities and
other relevant information requested by the
Chairman, in advance of each Board meeting.
The Board has not established a nominations
committee or remuneration committee, as it
considers the Board to be small and comprise
wholly non-executive Directors. Appointments
of new Directors and Directors’ remuneration are
dealt with by the full Board. The remuneration for
2024/25 for the Board will be as per the prospectus.
The Board reviewed Directors’ remuneration
during the year. Details of the specific levels of
remuneration to each Director are set out in the
Directors’ Remuneration Report on page 36,
and this is subject to shareholder approval.
There had been no changes to the composition
of the Board since the date of issue of the
prospectus, and there are no planned changes.
As a result, the Company does not have plans
in place for orderly succession to the Board.
Audit Committee
The Audit Committee comprises the two
independent non-executive Directors. It is
chaired by David Buchler and meets annually
with the external auditor prior to approval of the
Company’s financial statements. There was one
Audit Committee meeting during the year, which
was attended by both independent non-executive
Directors. The Audit Committee monitors the
external auditor’s independence, the effectiveness
of the audit process and other relevant matters.
The Audit Committee receives written confirmation
each year of the external auditor’s independence.
The Audit Committee considered the need for an
internal audit function and concluded that this
function would not be an appropriate control for
a Venture Capital Trust. The Audit Committee
considers that the significant issues in relation to
these financial statements relate to the carrying
value and disclosure of the unquoted investments.
The Audit Committee challenges findings and
comments received from the Investment Manager
on the financial performance of the investments.
Board meetings
David Buchler 4/4
Graham Shore 4/4
Stephen Hazell-Smith 4/4
CORPORATE GOVERNANCE STATEMENT > CONTINUED
40
The Audit Committee, after taking into
consideration comments from the Investment
Manager and Administrator regarding the
effectiveness of the audit process, recommends
to the Board that MHA continues in office.
The Audit Committee reviews and agrees the
audit strategy paper, presented by the auditor in
advance of the audit, which sets out the significant
risk areas to be covered during the audit. The
Audit Committee meets prior to the approval of
the financial statements to consider the auditor’s
findings and challenge the work performed,
especially in relation to unquoted investments.
When considering the effectiveness of the
external audit, the Board considers the quality and
content of the Audit Plan and Report provided to
the Committee by the auditor and the resultant
reporting and discussions on topics raised.
The Audit Committee approves the provision of
any non-audit work prior to it being undertaken.
No non-audit fees were charged during the year.
The Audit Committee Terms of Reference
are on the Investment Manager’s website
at www.pumainvestments.co.uk.
Relations with shareholders
Shareholders have the opportunity to
meet representatives of the investment
management team and the Board at the
AGM. The Board is also happy to respond to
any written queries made by shareholders,
or to meet shareholders if so requested.
In addition to the formal business of the AGM,
representatives of the investment management
team and the Board are available to answer
any questions a shareholder may have.
Separate resolutions are proposed at the AGM on
each substantially separate issue. The Registrars
collate proxy votes and the results (together with
the proxy forms) are forwarded to the Company
Secretary immediately prior to the AGM. Proxy
votes are announced at the AGM, following each
vote on a show of hands, except in the event of
a poll being called. The Notice of the next AGM
is at the end of this document. Members will
be provided with a separate Form of Proxy.
Financial reporting
The Directors’ statement of responsibilities for
preparing the accounts is set out in the Directors’
Report on page 34, and a statement by the
auditor about its reporting responsibilities is set
out in the Auditor’s Report on pages 42 to 48.
Internal control
The Board is responsible for the Company’s
system of internal controls, which have been
designed to provide reasonable, but not absolute,
assurance against material misstatement or loss.
The Board is responsible for ensuring that the
procedures to be followed by the advisers and
the Directors are in place, and for reviewing
the effectiveness of the system of internal
controls on a regular basis, to ensure that the
controls remain relevant and are operating
effectively. The Board will implement additional
controls if it considers it appropriate to do so.
The Directors confirm that they have established
a continuing process throughout the year and
up to the date of this report for identifying,
evaluating and managing the significant
potential risks faced by the Company, and
have reviewed the effectiveness of the internal
control and risk management systems.
As part of this process, an annual review of the
internal control and risk management systems
is carried out in accordance with the Financial
Reporting Council guidelines for internal
control. There were no problems identified
from the Directors’ annual review of the internal
control and risk management systems.
Although the Board is ultimately responsible
for safeguarding the assets of the Company,
the Board has delegated, through written
agreements, the day-to-day operation of
the Company to the following advisers:
Administration PI Administration Services
Limited
Investment
Management
Puma Investment
Management Limited
Puma Investment Management Limited
identifies investment opportunities and
monitors the portfolio of investments and makes
recommendations to the Board in terms of
suggested disposals and further acquisitions.
Puma Investment Management Limited holds
a discretionary investment mandate for all
investments, although qualifying investments
decisions are all approved by the Board.
CORPORATE GOVERNANCE STATEMENT > CONTINUED
41
PI Administration Services Limited is engaged to
carry out the accounting function and manages
the retention of physical custody of the documents
of title relating to unquoted investments.
Quoted investments are held in CREST.
Internal control systems include production and
review of monthly management accounts. Both
the annual and interim report are reviewed and
approved by the Board. All outflows made from
the VCT’s bank accounts require the authority
of two signatories from Puma Investments,
the Investment Manager. The Investment
Manager is subject to internal monitoring
as part of the Compliance Framework.
The Board review the performance of the
Investment Manager and are satisfied with
the performance. It is considered it would
be unnecessarily burdensome to establish
a separate management engagement
committee given the entity’s size.
Board diversity and inclusion
The Board currently comprises all male Directors.
The Board is conscious of the need for diversity
and will consider male and female candidates
from all backgrounds and walks of life when
appointing new Directors. The Board considers
that each candidate should be appointed on merit
with reference to their professional achievement,
skill set and experience to make sure the best
candidate for the role is appointed when required.
The Manager has an equal opportunities
policy and as at 29th February 2024, employed
59 men and 51 women (54%/46%).
Share capital, rights attaching to the shares
and restrictions on voting and transfer
Ordinary shares are freely transferable in both
certificated and uncertificated form and can
be transferred by means of the CREST system.
There are no restrictions on the transfer of any
fully paid-up share. With respect to voting rights,
the ordinary shares rank pari passu as to rights
to attend and vote at any General Meeting
of the Company. The Company’s ordinary
shareholders do not have differing voting rights.
Further details of the Company’s rules are set
out in the Company’s prospectus at www.
pumainvestments.co.uk. Rights attaching to the
Company’s redeemable preference shares are
disclosed in note 11 to the financial statements.
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Repurchase of ordinary shares
Although the ordinary shares are traded on the
London Stock Exchange, there is likely to be
an illiquid market and, in such circumstances,
shareholders may find it difficult to sell their
ordinary shares in the market. In order to try to
improve the liquidity in the ordinary shares, the
Board may establish a buy-back policy whereby
the Company will purchase ordinary shares for
cancellation. The Board has authority to make
market purchases of the Company’s own shares.
This authority for up to 14.99% of the Company’s
issued share capital was granted at the 2023 Annual
General Meeting. A resolution will be put to the next
Annual General Meeting to renew this authority.
Gearing
The Board has the authority to borrow up to
50% of the amount received from the issued
share capital, but there are currently no
plans to take advantage of this authority.
On behalf of the Board
David Buchler
Chairman
14 June 2024
Independent Auditor’s Report
TO THE MEMBERS OF PUMA VCT 13 PLC
For the purpose of this report, the terms “we” and “our” denote
MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of
Puma VCT 13 plc. For the purposes of the table on pages 43
to 44 that sets out the key audit matters and how our audit
addressed the key audit matters, the terms “we” and “our”
refer to MHA. The “Company” is defined as Puma VCT 13 plc.
The relevant legislation governing the Company is the United
Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of the
Company for the year ended 29 February 2024.
The financial statements that we have
audited comprise:
• the Income Statement
• the Balance Sheet
• the Statement of Cash Flows
• the Statement of Changes in Equity, and
• Notes 1 to 20 of the financial statements,
including the accounting policies.
The financial reporting framework that has been
applied in the preparation of the Company’s
financial statements is United Kingdom Accounting
Standards, including Financial Reporting Standard
102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
In our opinion the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 29 February 2024
and its loss for the year then ended;
• have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
• have been properly prepared in accordance with
the requirements of Companies Act 2006.
Our opinion is consistent with our
reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor Responsibilities for the Audit of the
Financial Statements section of our report. We
are independent of the Company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have
fulfilled our ethical responsibilities in accordance
with those requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors' use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
42
Our evaluation of the Directors’ assessment of
the Company’s ability to continue to adopt the
going concern basis of accounting included:
• The consideration of inherent risks to the
Company’s operations and specifically its
business model.
• The evaluation of how those risks might impact
on the Company’s available financial resources.
• Obtaining the Puma VCT 13 compliance reports
prepared by management’s expert during
the year and as at year end and reviewing the
calculations therein to ensure that the Company
was meeting its requirements to retain VCT status.
• Consideration of the Company’s expected future
compliance with legislation, the absence of
bank debt, contingencies and commitments
and any market or reputational risks.
• Reviewing the forecasted cashflows that
support the Directors’ assessment of the
going concern, challenging assumptions and
judgements made in the forecasts, and assessing
them for reasonableness, by considering the
available cash resources relative to the forecast
expenditure, which was assessed against
the prior year for reasonableness, as well as
the quantum of liquid investments, such
as the quoted investments at year end.
• Considering the impact of market volatility and
uncertainty, including as a result of continuing
geopolitical and economic conditions.
• Calculating financial ratios to ascertain
the financial health of the Company.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern
for a period of at least twelve months from when
the financial statements are authorised for issue.
In relation to the Company’s reporting on how
it has applied the UK Corporate Governance
Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement
in the company’s financial statements about
whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Company and its environment,
including the Company’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there was evidence of bias by the
directors that may have represented a risk of material misstatement.
Materiality
2024 2023
Overall
materiality
£1,245.8k £917.8k 1.03% (2023: 1%) of the net assets
KEY AUDIT MATTERS
Recurring • Valuation of investments
43
INDEPENDENT AUDITOR’S REPORT > CONTINUED
44
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those matters which had
the greatest effect on: the overall audit strategy: the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
VALUATION OF INVESTMENTS
Key audit
matter
description
As at 29 February 2024, the Company held unquoted investments of £78.5m (2023:
£57.1 m). Investments represent the most material balance in the financial statements
and are the primary driver of returns to Shareholders therefore valuation is considered
to be a significant risk.
Due to their nature and the absence of an active market, there is a high level of estimation
uncertainty involved in determining the value of the unquoted investment valuations.
How the
scope of
our audit
responded
to the key
audit matter
We responded to this matter by testing the valuation and ownership of the portfolio of
investments. Our audit procedures included:
• Obtained the most recent financial statements of the underlying investee companies.
• Obtained an understanding of the Company’s unquoted investments held at the
year-end, including reviewing underlying investment agreements and other relevant
documentation to confirm the units of holdings held.
• Formed a determination of whether the valuation methodology is appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the financial reporting framework adopted by management
and consistent with the requirements of FRS 102.
• Reviewed and challenged management’s investment valuation calculations and
checked the methodology used in management's investment valuations are reasonable.
• Challenged the assumptions inherent in the valuation of unquoted investments
by developing our own point estimates where alternative assumptions could
reasonably be applied and considered the overall impact of such sensitisations on
the portfolio of investments in determining whether the valuations as a whole
are reasonable and unbiased.
• Challenged and corroborated the inputs to the valuation with reference to management
information of investee companies, market data and our own understanding and
assessed the impact of the estimation uncertainty concerning these assumptions
and the disclosure of these uncertainties in the financial statements.
• Challenged the consistency and appropriateness of adjustments made to multiples
applied in arriving at the valuations adopted by considering the individual performance
of investee companies against plan and relative to the peer group, the market and
sector in which the investee company operates and other factors as appropriate.
• Considered the economic environment in which the investment operates to identify
factors that could impact the investment valuation.
• Considered whether any other events that occurred subsequent to the period end
affect the underlying assumptions of the valuations at 29 February 2024.
• Considered the appropriateness of the disclosures in the financial statements in
respect of unquoted investments.
Key
observations
We found the approach taken in respect of valuation of investments to be accurate and
we have concluded that the assumptions and judgements made by management in the
application of the valuation model were reasonable and supportable.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
45
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable
user of those financial statements. Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Overall
materiality
£1,245.8k (2023: £917.8k)
Basis of
determining
overall
materiality
We determined materiality based on 1.03% (2023: 1%) of net assets value.
We have considered net asset value per share to be the Company’s key performance
indicator and is considered to be one of the principal considerations for members of the
Company when assessing financial performance and for this reason, we selected net
assets as the benchmark upon which we base materiality.
Performance
materiality
£872.1k (2023: £642.5k)
Basis of
determining
overall
performance
materiality
We determined performance materiality based on 70% (2023: 70%) of overall materiality.
Performance materiality is the application of materiality at the individual account or
balance level, set at an amount to reduce, to an appropriately low level, the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of
undetected errors existing, the nature of the systems and controls and the level of
misstatements identified in previous audits.
Error
reporting
threshold
We agreed to report any corrected or uncorrected adjustments exceeding £62.2k (2023:
£44.8k) to the Audit Committee as well as differences below this threshold that in our
view warranted reporting on qualitative grounds.
The control environment
We evaluated the design and implementation of those internal controls of the Company which are relevant
to our audit, such as those relating to the financial reporting cycle.
We deployed our internal IT audit specialists to obtain an understanding of the general IT environment.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
46
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Reporting on other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report. Our opinion on
the financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements,
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement
in the financial statements themselves. If, based
on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Strategic Report and Directors’ Report
In our opinion, based on the work
undertaken in the course of the audit:
• the information given in the Strategic Report
and the Directors’ Report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic Report and the Directors’
Report have been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding
of the Company and its environment
obtained in the course of the audit, we have
not identified material misstatements in the
Strategic Report or the Directors’ Report.
Directors’ Remuneration Report
Those aspects of the Director’s Remuneration Report
which are required to be audited have been prepared
in accordance with applicable legal requirements.
Corporate Governance Statement
We have reviewed the Directors’ statement in
relation to going concern, longer-term viability and
that part of the Corporate Governance Statement
relating to the entity’s compliance with the
provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements
and our knowledge obtained during the audit:
• Directors' statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material
uncertainties identified set out on page 34;
• Directors’ explanation as to its assessment of
the group’s prospects, the period this assessment
covers and why the period is appropriate
set out on page 33;
• Director’s statement on whether it has a
reasonable expectation that the group will be
able to continue in operation and meets
its liabilities set out on page 34;
• Directors' statement on fair, balanced and
understandable set out on page 35;
• Board’s confirmation that it has carried out a
robust assessment of the emerging and
principal risks set out on page 30;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 40; and
• Section describing the work of the audit
committee set out on page 39
Matters on which we are required to report
by exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been
kept, or returns adequate for our audit have not
been received by branches not visited by us; or
• the financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• the part of the directors’ remuneration report
to be audited is not in agreement with the
accounting records and returns; or
• we have not received all the information and
explanations we require for our audit.
47
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Responsibilities of Directors
As explained more fully in the Directors’
responsibilities statement, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that
they give a true and fair view, and for such
internal control as the Directors determine
is necessary to enable the preparation of
financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Directors either intend to
liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a
whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect
a material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually or in
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these financial statements.
A further description of our responsibilities for
the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements
in respect of irregularities, including fraud.
These audit procedures were designed to
provide reasonable assurance that the financial
statements were free from fraud or error. The risk
of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one
resulting from error and detecting irregularities
that result from fraud is inherently more difficult
than detecting those that result from error, as fraud
may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also,
the further removed non-compliance with laws
and regulations is from events and transactions
reflected in the financial statements, the
less likely we would become aware of it.
Identifying and assessing potential risks arising
from irregularities, including fraud
The extent of the procedures undertaken
to identify and assess the risks of material
misstatement in respect of irregularities,
including fraud, included the following:
• We considered the nature of the industry
and sector, the control environment, business
performance including remuneration policies
and the Company’s own risk assessment
that irregularities might occur as a result of
fraud or error. From our sector experience
and through discussion with the directors,
we obtained an understanding of the legal
and regulatory frameworks applicable to the
Company focusing on laws and regulations that
could reasonably be expected to have a direct
material effect on the financial statements,
such as provisions of the Companies Act 2006,
the FCA listing and DTR rules, the principles of
the UK Corporate Governance Code, industry
practice represented by the Statement of
Recommended Practice: Financial Statements
of Investment Trust Companies and Venture
Capital Trusts (“the SORP”) and updated in
July 2022 with consequential amendments
and the applicable financial reporting
framework. We also considered the Company’s
qualification as a VCT under UK tax legislation.
• We enquired with the directors and
management concerning the Company’s
policies and procedures relating to:
– identifying, evaluating and complying with the
laws and regulations and whether they were
aware of any instances of non-compliance;
– detecting and responding to the risks of
fraud and whether they had any knowledge
of actual or suspected fraud; and
– the internal controls established to
mitigate risks related to fraud or non-
compliance with laws and regulations.
48
INDEPENDENT AUDITOR’S REPORT > CONTINUED
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including fraud and considered the fraud risk
areas to the valuation of unquoted investments
and management override of controls. Our
tests included, but were not limited to:
– the procedures set up out in the key
audit matter section above.
– obtaining independent evidence to
support the ownership of investments.
Audit response to risks identified
In respect of the above procedures:
• audit procedures performed by the
engagement team in connection with
the risks identified included:
– reviewing financial statement disclosures
and testing to supporting documentation
to assess compliance with applicable laws
and regulations expected to have a direct
impact on the financial statements.
– testing journal entries, including those
processed late for financial statements
preparation, those posted by infrequent
or unexpected users, those posted to
unusual account combinations;
– evaluating the business rationale of significant
transactions outside the normal course of
business, and reviewing accounting
estimates for bias;
– enquiry of management around actual and
potential litigation and claims.
– challenging the assumptions and judgements
made by management in its significant
accounting estimates, in particular those
relating to the determination of the
investments valuation in the key audit
matter section of our report; and
– obtaining independent confirmations from
third parties to confirm existence of a sample
of transactions and balances.
– reviewing minutes of meetings of
those charged with governance for the
period for instances of non-compliance
with laws and regulations.
• we communicated relevant laws and regulations
and potential fraud risks to all engagement team
members, including experts, and remained alert
to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 1
February 2022. The period of total uninterrupted
engagement including previous renewals
and reappointments of the firm is 3 years.
We did not provide any non-audit services which
are prohibited by the FRC’s Ethical Standard
to the Company, and we remain independent
of the Company in conducting our audit.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility
to anyone other than the Company and the
Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Rakesh Shaunak FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
14 June 2024
49
Year ended 29 February 2024 Year ended 28 February 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/gain on fixed asset investments 8 (b) - (6,478) (6,478) - 5,151 5,151
Gain on current asset investments - 551 551 - - -
Income 2 857 - 857 200 - 200
857 (5,927) (5,070) 200 5,151 5,351
Investment management fees 3 (572) (1,715) (2,287) (366) (1,097) (1,463)
Performance fee 3 - - - - (673) (673)
Other expenses 4 (740) - (740) (511) - (511)
(1,312) (1,715) (3,027) (877) (1,770) (2,647)
(Loss)/profit before tax (455) (7,642) (8,097) (677) 3,381 2,704
Tax 5 - - - - - -
(Loss)/profit after tax
(455) (7,642) (8,097) (677) 3,381 2,704
Basic and diluted (loss)/profit per
Ordinary Share (pence)
6 (0.53p) (8.89p) (9.42p) (1.28p) 6.39p 5.11p
All items in the above statement derive from continuing operations.
There are no gains or losses other than those disclosed in the Income Statement.
The total column of this statement is the Statement of Total Comprehensive Income
of the Company prepared in accordance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”. The supplementary revenue
and capital columns are prepared in accordance with the Statement of
Recommended Practice, “Financial Statements of Investment Trust Companies and
Venture Capital Trusts” issued by the Association of Investment Companies.
There were no items of other comprehensive income during the year.
FOR THE YEAR ENDED 29 FEBRUARY 2024
Income Statement
50
51
AS AT 29 FEBRUARY 2024
Balance Sheet
As at 29 February 2024 As at 28 February 2023
Note £'000 £'000
Fixed assets
Investments 8 78,497 58,544
Current assets
Cash at bank 15,289 34,289
Applications cash1 6,756 6,281
Investments 10 24,799 -
Debtors 9 619 255
47,463 40,825
Current liabilities 11 (7,414) (7,601)
Net current assets
40,049 33,224
Net assets
118,546 91,768
Capital and reserves
Called up share capital 13 50 36
Share premium 8,104 57,207
Capital reserve - realised (4,249) (2,269)
Capital reserve - unrealised 13,757 19,420
Revenue reserve (2,238) 17,374
Special distributable reserve 103,122 -
Total equity 118,546 91,768
Net Asset Value per Ordinary Share
14 124.48p 133.05p
1Funds raised from investors since VCT 13 opened for new investment in December 2023 which have not been allotted as
at year end.
The financial statements on pages 50 to 65 were approved and authorised for issue by the Board of Directors on 14 June 2024
and were signed on their behalf by:
David Buchler
Chairman
FOR THE YEAR ENDED 29 FEBRUARY 2024
Statement of Cash Flows
Year ended
29 February 2024
Year ended
28 February 2023
Note £’000 £’000
Reconciliation of profit before tax to net
cash used in operating activities
(Loss)/profit after tax (8,097) 2,704
Loss/(gain) on fixed asset investments 6,478 (5,151)
Gain on current asset investments (551) -
Increase in debtors (364) (146)
Decrease in creditors (662) (849)
Outflow from operating activities (3,196) (3,442)
Cash flow from investing activities
Purchase of fixed asset investments (27,631) (15,732)
Purchase of current asset investments (24,249) -
Proceeds from disposal of investments 1,201 3,567
Outflow from investing activities (50,679) (12,165)
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 36,322 42,683
Expense paid for issue of share capital (591) (647)
Movement in applications account 475 6,281
Shares cancelled in year (856) -
Dividends paid to shareholders - (5,324)
Inflow from financing activities
35,350 42,993
Net (decrease)/increase in cash
and cash equivalents
(18,525) 27,386
Cash and cash equivalents at the
beginning of the year 40,570 13,184
Cash and cash equivalents at the end of the year
22,045 40,570
Cash and cash equivalents comprise
Cash at bank 15,289 34,289
Applications cash 19 6,756 6,281
Cash and cash equivalents at the end of the year 22,045 40,570
52
53
FOR THE YEAR ENDED 29 FEBRUARY 2024
Statement of Changes in Equity
The Capital reserve – realised includes gains/losses that have been realised in the year due to the sale of investments, net of
related costs. Capital reserve – unrealised represents the investment holding gains/losses and shows the gains/losses on
investments still held by the Company not yet realised by an asset sale. Share premium represents premium on shares issued
less issue costs. Revenue reserve represents the cumulative revenue earned less cumulative expenses. The Special
distributable reserve represents reserves available for dividends and repurchases of shares subject to additional VCT
restrictions surrounding retention of the share capital and share premium account.
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
reserve -
realised
£’000
Capital
reserve -
unrealised
£’000
Revenue
reserve
£’000
Special
distributable
reserve
£’000
Total
£’000
Balance as at 1 March 2022 20 15,187 (2,216) 15,989 23,372 - 52,352
Comprehensive income for the year
(Loss)/profit after tax - - (1,751) 5,129 (674) - 2,704
Total comprehensive income for the year - - (1,751) 5,129 (674) - 2,704
Transactions with owners, recognised
directly in equity
Dividends paid - - - - (5,324) - (5,324)
Issue of shares 16 42,667 - - - - 42,683
Share issue cost - (647) - - - - (647)
Total transactions with owners,
recognised directly in equity
16 42,020 - - (5,324) - 36,712
Other movements
Prior year fixed asset gains now realised - - 1,698 (1,698) - - -
Total other movements - - 1,698 (1,698) - - -
Balance as at 28 February 2023 36 57,207 (2,269) 19,420 17,374 - 91,768
Comprehensive income for the year
Loss after tax - - (1,960) (5,683) (454)
-
(8,097)
Total comprehensive income for the year - - (1,960) (5,683) (454) - (8,097)
Transactions with owners,
recognised directly in equity
Issue of shares 14 36,308 - - - - 36,322
Share issue cost - (591) - - - - (591)
Cancellation of share premium - (84,820) - - - 84,820 -
Repurchase of own shares
- - - - - (856) (856)
Total transactions with owners,
recognised directly in equity
14 (49,103) - - - 83,964 34,875
Other movements
Prior year fixed asset gains now realised -
-
(20)
20 - - -
Re-classification to special distributable reserve - - - - (19,158) 19,158 -
Total other movements -
-
(20)
20
(19,158) 19,158
-
Balance as at 29 February 2024 50 8,104 (4,249) 13,757 (2,238) 103,122 118,546
Notes to the Financial Statements
FOR THE YEAR ENDED 29 FEBRUARY 2024
54
1. Accounting policies
Accounting convention
Puma VCT 13 plc (“the Company”) was incorporated
in England on 15 September 2016 and is registered
and domiciled in England and Wales. The
Company’s registered number is 10376236. The
registered office is Cassini House, 57 St James’s
Street, London SW1A 1LD. The Company is a
public limited company (limited by shares)
whose shares are listed on LSE with a premium
listing. The Company’s principal activities and
a description of the nature of the Company’s
operations are disclosed in the Strategic Report.
The financial statements have been prepared
under the historical cost convention, modified to
include investments at fair value, and in accordance
with the requirements of the Companies Act
2006, including the provisions of the Large and
Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 and with FRS 102
“The Financial Reporting Standard applicable in
the UK and Republic of Ireland” (“FRS 102”) and the
Statement of Recommended Practice, “Financial
Statements of Investment Trust Companies and
Venture Capital Trusts” issued in October 2019 by the
Association of Investment Companies (“the SORP”).
Monetary amounts in these financial statements
are rounded to the nearest whole £1,000, except
where otherwise indicated. The functional and
presentational currency of the Company is sterling.
Going concern
The Directors have considered a period of 12 months
from the date of this report for the purposes of
determining the Company’s going concern status,
which has been assessed in accordance with the
guidance issued by the Financial Reporting Council.
The Directors have a reasonable expectation that
the Company has adequate resources to continue
in operational existence for the foreseeable future
and believe that it is appropriate to continue to
apply the going concern basis in preparing the
financial statements. This is appropriate as the
Company’s listed shares are held for liquidity
purposes and will be sold as and when required
to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
Cash and cash equivalents
Cash, for the purposes of the cash flow statement,
comprises cash at bank. Cash equivalents are
current asset investments which are disposable
without curtailing or disrupting the business and
are either readily convertible into known amounts
of cash at or close to their carrying values. Interest
earned on cash balances is recorded as income.
Investments
All investments are measured at fair value through
profit and loss. They are held as part of the Company’s
investment portfolio and are managed in accordance
with the investment policy set out on page 29.
Unquoted investments are stated at fair value by
the Directors with reference to the International
Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines as follows:
• Investments which have been made within the
last 12 months or where the investee company is
in the early stage of development will usually be
valued at either the price of recent investment
or cost as the closest approximation to fair value,
except where the company’s performance against
plan is significantly different from expectations on
which the investment was made, in which case a
different valuation methodology will be adopted.
• For investments that have been held for longer
than 12 months, methods of valuation such as
earnings or revenue-based multiples or Net Asset
Value may be used to arrive at the fair value.
• Investments in debt instruments are held at
amortised cost and accrue interest at the rate
agreed within the Investment Agreement.
Interest is shown separately within debtors.
• Realised gains and losses on the disposal of
investments are first recognised in the profit
and loss and subsequently taken to realised
capital reserves.
55
• Unrealised gains and losses on the revaluation
of investments are first recognised in the profit
and loss and subsequently taken to unrealised
capital reserves.
• In preparation of the valuations of assets the
Directors are required to make judgements and
estimates that are reasonable and incorporate
their knowledge of the performance of the
portfolio companies. A key judgement made
in applying the above accounting policy relates
to impairment of the investments. Valuations
are based upon financial information received
from the underlying investee companies,
together with the extensive knowledge and
expertise of the team who work closely with the
investee companies; a fair value is reached using
appropriate valuation techniques consistent
with the IPEV guidelines. Any deviations in
expectations of performance of the underlying
companies are captured within the information
received and, as such, reflected in the fair value.
• Impairment of debt instruments is considered
when arriving at the valuations for equity
shareholders. Loan notes are deducted from the
overall enterprise value before distributing in line
with the appropriate waterfall arrangements
between equity shareholders. If the enterprise
value is greater than the debt instrument, the
loan note is not considered to be impaired.
Income
Dividends receivable on listed equity shares are
brought into account on the ex-dividend date.
Dividends receivable on unquoted equity shares
are brought into account when the Company’s
right to receive payment is established and
there is no reasonable doubt that payment will
be received. Interest receivable is recognised
wholly as a revenue item on an accruals basis.
Performance fees
Performance fees are payable to the Investment
Manager, Puma Investment Management Limited,
and members of the investment management team
at 20% of the amount by which the Performance
Value per Share at the end of an accounting
period exceeds the High Water Mark (being the
higher of 110p and the highest Performance Value
per Share at the end of any previous accounting
period) and multiplied by the number of Shares
in issue at the end of the relevant period.
At each balance sheet date, the Company
accrues for any performance fee payable
based on the calculation set out above.
Expenses
All expenses (inclusive of VAT) are accounted
for on an accruals basis. Expenses are charged
wholly to revenue, with the exception of:
• expenses incidental to the acquisition or disposal
of an investment charged to capital; and
• the investment management fee, 75% of which
has been charged to capital to reflect an element
which is, in the Directors’ opinion, attributable to
the maintenance or enhancement of the value of
the Company’s investments in accordance with
the Board’s expected long-term split of return; and
• the performance fee which is charged to capital.
Taxation
Corporation tax is applied to profits chargeable
to corporation tax, if any, at the applicable rate
for the year. The tax effect of different items of
income/gain and expenditure/loss is allocated
between capital and revenue return on the
marginal basis as recommended by the SORP.
Deferred tax is recognised in respect of all timing
differences that have originated but not reversed
at the Balance Sheet date, where transactions or
events that result in an obligation to pay more, or
right to pay less, tax in the future have occurred at
the Balance Sheet date. This is subject to deferred
tax assets only being recognised if it is considered
more likely than not that there will be suitable
taxable profits from which the future reversal of the
underlying timing differences can be deducted.
Timing differences are differences arising between
the Company’s taxable profits and its results as
stated in the financial statements which are capable
of reversal in one or more subsequent periods.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
9
56
Deferred tax is measured on a non-discounted basis
at the tax rates that are expected to apply in the
periods in which timing differences are expected
to reverse, based on tax rates and laws enacted or
substantively enacted at the Balance Sheet date.
Reserves
Realised losses and gains on investments, transaction
costs, the capital element of the investment
management fee, performance fee and taxation
are taken through the Income Statement and
recognised in capital reserve – realised on the Balance
Sheet. Unrealised losses and gains on investments
are also taken through the Income Statement and
are recognised in capital reserve – unrealised. The
special distributable reserve includes cancelled
share premium and represents reserves available
for dividends and repurchases of shares subject to
additional VCT restrictions surrounding retention
of the share capital and share premium account.
Debtors
Debtors include other debtors and accrued income.
These are initially recorded at the transaction price
and subsequently measured at amortised cost, being
the transaction price less any amounts settled.
Creditors
Creditors are initially measured at the transaction
price and subsequently measured at amortised cost,
being the transaction price less any amounts settled.
Dividends
Dividends payable are recognised as distributions
in the financial statements when the VCT’s liability
to make the payment has been established.
This liability is established on the record date,
the date on which those shareholders on the
share register are entitled to the dividend.
Key accounting estimates and assumptions
The Company makes estimates and assumptions
concerning the future. The resulting accounting
estimates and assumptions will, by definition, seldom
equal the related actual results. The estimates and
assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets
within the next financial year relate to the fair value
of unquoted investments. Unquoted investments
are stated at fair value at each measurement date in
accordance with the appropriate valuation techniques
consistent with the IPEV guidelines outlined in
the Investments section in note 1 to the financial
statements above. Valuations are based upon
financial information received from the underlying
investee companies, together with the extensive
knowledge and expertise of the team who work
closely with the investee companies. Any deviations
in expectations of performance of the underlying
companies are captured within the information
received and, as such, reflected in the fair value.
Further details of the unquoted investments
are disclosed in the Investment Manager’s Report
on pages 6 to 13 and notes 8 and 15 to the
financial statements.
2. Income
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
Income from investments
Qualifying interest income 305 147
Qualifying dividend income 477 53
Non-qualifying interest
income
75 -
857 200
3. Investment management
and performance fees
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
Puma Investments fees 2,287 1,463
Performance fees - 673
2,287 2,136
Puma Investment Management Limited (“Puma
Investments”) has been appointed as the Investment
Manager of the Company for an initial period of
five years, which can be terminated by not less
than 12 months’ notice, given at any time by either
party, on or after the fifth anniversary. Puma
Investments has been appointed as the Investment
Manager for 6 years. The Board is satisfied with the
performance of the Investment Manager. Under
the terms of this agreement Puma Investments
will be paid an annual fee of 2% of the Net Asset
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
9
57
Value payable quarterly in arrears calculated on the
relevant quarter end NAV of the Company. These
fees commenced on 19 March 2018 (the date of
the first share allotment). These fees are capped,
the Investment Manager having agreed to reduce
its fee (if necessary to nothing) to contain total
annual costs (excluding performance fee and trail
commission) to 3.5% of the Company’s net assets.
Total costs this year were 2.6% of the Company’s
net assets as at 29 February 2024 (2023: 2.2%).
In addition to the Investment Manager fees
disclosed above, during the year, Puma Investment
Management Limited charged fees of £366,723
(2023: £375,197) as commission for share issue costs.
4. Other expenses
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
PI Administration
Services fees
400 256
Directors’ remuneration 64 61
Social security costs 2 4
Auditor’s remuneration
for statutory audit
74 68
Other expenses 200 122
740 511
Puma Investments provides accounting and
administrative services to VCT 13, payable quarterly
in advance. The fee is calculated as 0.35% of VCT
13’s NAV, using the latest published NAV and the
number of shares in issue at each quarter end.
Directors’ fees paid in the year are disclosed
in the Directors’ Remuneration Report on
page 36. The Company has no employees
other than non-executive Directors (2023:
none). The average number of non-executive
Directors during the year was 3 (2023: 3).
Auditor’s fees of £69,960 (2023: £59,400) have
been grossed up in the table above to be inclusive
of VAT. No non-audit services were provided by
the Company’s auditor in the year (2023: £nil).
Other expenses are made up of several smaller
items, the largest being PR related costs.
5. Tax
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
UK corporation tax
charged to revenue
reserve - -
UK corporation tax
charged to capital
reserve - -
UK corporation tax
charge for the period - -
Factors affecting tax
charge for the period
Profit before taxation (8,097) 2,704
Tax charge calculated
on profit before
taxation at the
applicable rate of
25%/19% (2,024) 514
Losses/(gains) on
investments
1,482 (979)
Tax losses carried
forward
542 465
- -
The corporation tax rate for the current year
is 25% (2023: 19%).
Capital returns are not taxable as the Company
is exempt from tax on realised capital gains
while it continues to comply with the VCT
regulations, so no corporation tax is recognised
on capital gains or losses. Due to the intention
to continue to comply with the VCT regulations,
the Company has not provided for deferred
tax on any realised or unrealised capital gains
and losses. No deferred tax asset has been
recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
58
Year ended 29 February 2024
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(455) (7,642) (8,097)
Weighted average number of shares in issue for the year
89,893,382 89,893,382 89,893,382
Less: weighted average number of management
incentive shares (see note 12) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for
purposes of profit/(loss) per share calculations 85,997,548 85,997,548 85,997,548
Loss per share (0.53p) (8.89p) (9.42p)
Year ended 28 February 2023
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/profit for the year
(677) 3,381 2,704
Weighted average number of shares in issue for the year
56,842,635 56,842,635 56,842,635
Less: weighted average number of management
incentive shares (see note 12) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for
purposes of profit/(loss) per share calculations 52,946,801 52,946,801 52,946,801
(Loss)/profit per share (1.28p) 6.39p 5.11p
6. Basic and diluted profit/(loss) per Ordinary Share
This calculation has been carried out in accordance with IAS 33.
7. Dividends
The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend
(2023: £5.3 million).
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
59
8. Investments
(a) Movements in investments
Qualifying venture
capital investments
£’000
Non-qualifying
investments
£’000
Total
£’000
Book cost at 1 March 2023
37,675 1,465 39,140
Net unrealised gain/(loss) at 1 March 2023
19,424 (20) 19,404
Valuation at 1 March 2023
57,099 1,445 58,544
Purchases at cost
27,631 - 27,631
Disposal proceeds
- (1,200) (1,200)
Realised net loss on disposals
- (245) (245)
Net unrealised loss
(6,233) - (6,233)
Valuation at 29 February 2024
78,497 - 78,497
Book cost at 29 February 2024
65,307 - 65,307
Net unrealised gains at 29 February 2024
13,190 - 13,190
Valuation at 29 February 2024
78,497 - 78,497
(b) Gains/(losses) on investments
Year ended 29
February 2024
£’000
Year ended 28
February 2023
£’000
Realised (loss)/gain on investments in the year
(245) 19
Unrealised (loss)/gain on investments in the year
(6,233) 5,132
(6,478) 5,151
(c) Quoted and unquoted investments
Market value as at
29 February 2024
£’000
Market value as at
28 February 2023
£’000
Quoted investments
- 1,445
Unquoted investments
78,497 57,099
78,497 58,544
The Company received £1.2 million (2023: £3.6 million) from investments sold in the year. The book cost
of these investments when they were purchased was £1.5 million (2023: £1.8 million). The Company’s
investments are revalued each year, so until they are sold any unrealised gains or losses are included in
the fair value of the investments.
Further details of these investments (including the unrealised gains in the year) are disclosed in the
Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary and Significant
Investments on pages 2 to 26 of the Annual Report.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
60
9. Debtors
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Other debtors 39
-
Prepayments 265 120
Accrued income 315 135
619 255
10. Current asset investments
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Current asset investments 24,799
-
24,799 -
Current asset investments comprise short term
bonds held through collective investment schemes
and are readily convertible into cash at the
option of Puma VCT 13.
11. Current liabilities
– creditors
As at
29 February
2024
As at
29 February
2023
£’000 £’000
Accruals 645 1,307
Applications cash (see note 19) 6,756 6,281
Redeemable preference
shares
13 13
7,414 7,601
Included within accruals is nil (2023: £673k)
in relation to performance fees payable.
Applications cash is cash received from
investors to Puma VCT 13 but not yet allotted.
Redeemable preference shares were issued for
total consideration of £12,500 to Puma Investment
Management Limited, being one quarter paid up,
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
so as to enable the Company to obtain a
certificate under s761 of the Companies Act 2006.
Each of the redeemable preference shares carries
the right to a fixed, cumulative, preferential
dividend of 0.1% per annum (exclusive of any
imputed tax credit available to shareholders) on
the nominal amount thereof but confers no right
to vote except as otherwise agreed by the holders
of a majority of the shares. On a winding-up, the
redeemable preference shares confer the right
to be paid the nominal amount paid on such
shares. The redeemable preference shares are
redeemable at par at any time by the Company
and by the holder. Each redeemable preference
share which is redeemed, shall thereafter be
cancelled without further resolution or consent.
12. Management performance
incentive arrangement
On 8 December 2016, the Company entered into
an agreement with the Investment Manager and
members of the investment management team
(together “the Management Team”) such that the
Management Team will be entitled in aggregate
to share in 20 per cent of the aggregate excess on
any amounts realised by the Company in excess
of £1.05 per Ordinary Share (“the Performance
Target”). This agreement was amended by a deed
of variation on 28 June 2018 to extend the terms
of this arrangement so as to cover the offers for
subscription that were launched in 2017 and 2018.
Following shareholder approval at the 2023
AGM, the methodology for calculating the PIF
was amended to make it fairer to shareholders
by removing the impact of changes to the share
capital of the Company. The amount of the
Performance Incentive Fee (PIF) is equal to 20% of
the amount by which the Performance Value per
Share at the end of an accounting period exceeds
the High Water Mark (being the higher of 110p and
the highest Performance Value per Share at the
end of any previous accounting period), multiplied
by the number of relevant Ordinary Shares in
issue at the end of the relevant period. That
amount will be allocated, at the discretion of the
Investment Manager, between the Investment
Manager itself and the Management Team.
61
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Under the original 2016 performance incentive arrangement (set out above) 3,895,834
Ordinary Shares are held by the Investment Manager and members of the Management
Team (“Performance Incentive Shares”). Under the terms of that incentive arrangement,
all rights to dividends are waived except that amounts payable under the PIF will,
where possible, be paid as a dividend through these Performance Incentive Shares.
13. Called-up share capital
As at
29 February
2024
As at
28 February
2023
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Number of
shares
Number of
shares
Allotted, called up and fully paid:
Ordinary shares of 0.05p each 50 36 99,130,662 72,868,008
Alloted, called up and partly paid:
Redeemable preference shares of £1 each 13 13 50,000 50,000
During the year, 26,262,654 shares were issued at an average price of 138.3p per share (2023:
32,498,045 shares were issued at an average price of 131.3p per share). The consideration
received for these shares was £36.3 million (2023: £42.7 million).
The rights attached to the Ordinary Shares can be found within the Corporate Governance
Statement on page 41. The rights attached to the Preference Shares can be found within note 11.
14. Net Asset Value per Ordinary Share
As at
29 February 2024
As at
28 February 2023
Net assets
118,546,000 91,768,000
Number of shares in issue 99,130,662 72,868,008
Less: management incentive shares (see note 12) (3,895,834) (3,895,834)
Number of shares in issue for purposes of Net Asset
Value per share calculation 95,234,828 68,972,174
Net Asset Value per share
Basic 124.48p 133.05p
62
15. Financial instruments
The Company’s financial instruments comprise
its investments, cash balances, debtors and
certain creditors. The fair value of all the
Company’s financial assets and liabilities
is represented by the carrying value in the
Balance Sheet. Excluding cash balances, the
Company held the following categories of
financial instruments at 29 February 2024:
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Financial assets at fair value
through profit or loss 97,495 56,963
Financial assets measured
at amortised cost 6,420 1,836
Financial liabilities measured
at amortised cost (658) (1,320)
103,257 57,479
Management of risk
The main risks the Company faces from its financial
instruments are market price risk, being the risk that
the value of investment holdings will fluctuate as a
result of changes in market prices caused by factors
other than interest rate or currency movements,
liquidity risk, credit risk and interest rate risk. The Board
regularly reviews and agrees policies for managing
each of these risks. The Board’s policies for managing
these risks are summarised below and have been
applied throughout the year.
Credit risk
Credit risk is the risk that the counterparty to a
financial instrument will fail to discharge an obligation
or commitment that it has entered into with the
Company. The Investment Manager monitors
counterparty risk on an ongoing basis. The Company’s
maximum exposure to credit risk is as follows:
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Cash at bank and in hand 15,289 34,289
Applications cash
(see note 11 and 19) 6,756 6,281
Investments in loan notes 5,801 1,581
Current asset investments 24,799 -
Other receivables 619 255
53,264 42,406
The cash held by the Company at the year-end is held
in RBS and the applications cash is held at NatWest.
Bankruptcy or insolvency of the banks may cause
the Company’s rights with respect to the receipt
of cash held to be delayed or limited. The Board
monitors the Company’s risk by reviewing regularly
the financial position of the bank and should it
deteriorate significantly the Investment Manager will,
on instruction of the Board, move the cash holdings to
another bank.
Investments in loans and loan notes comprises a
fundamental part of the Company’s venture capital
investments, therefore credit risk in respect of these
assets is managed within the Company’s main
investment procedures.
Credit risk relating to current asset investments is
mitigated by investing in a portfolio of investment
instruments of high credit quality.
Credit risk associated with interest, dividends and
other receivables are predominantly covered by the
investment management procedures.
Market price risk
Market price risk arises mainly from uncertainty
about future prices of financial instruments held by
the Company. It represents the potential loss the
Company might suffer through holding investments
in the face of price movements. The Investment
Manager actively monitors market prices and reports
to the Board, which meets regularly in order to
consider investment strategy.
The Company’s views on the economic environment,
which also impacts market price risk, are discussed
in the Investment Manager’s Report on page 6. 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 29.
The management of market price risk is part of the
investment management process. The portfolio is
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
63
managed with an awareness of the effects of adverse
price movements through detailed and continuing
analysis, with an objective of maximising overall
returns to shareholders.
Holdings in unquoted investments may pose higher
price risk than quoted investments. Some of that
risk can be mitigated by close involvement with the
management of the investee companies along with
review of their trading results.
100% (2023: 98%) of the Company’s investments
are unquoted investments held at fair value. 73% of
the portfolio (48% of net assets) is valued using the
application of earnings/revenue-based multiples.
An increase in the multiple used by 20% would
increase the Net Asset Value by 7.4% (£127.3m).
Conversely, a decrease in the multiple used by
20% would decrease the Net Asset Value by 7.5%
(£109.7m). The 20% sensitivity used provides the most
meaningful impact of average multiple changes
across the portfolio.
The sensitivity analysis is based on the year-end
position of the investments and so may not be
reflective of the year as a whole.
Liquidity risk
Details of the Company’s unquoted investments are
provided in the Investment Portfolio Summary on
page 16. 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 sufficient cash resources to pay accounts payable
and accrued expenses.
Fair value interest rate risk
The benchmark that determines the interest paid
or received on the current account is the Bank of
England base rate, which was 5.25% at 29 February
2024 (2023: 4.0%).
Cash flow interest rate risk
The Company has exposure to interest rate
movements primarily through its cash deposits which
track the Bank of England base rate.
Interest rate risk profile of financial assets
The following analysis sets out the interest rate risk of
the Company’s financial assets as at 29 February 2024.
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS
Floating 0.00% 5,553
Cash at bank - RBS
Floating 1.90% 9,627
Applications cash – NatWest (see
note 11 and 19) Floating 0.00% 6,756
Loan notes Fixed 9.20% 53 months 4,976
Balance of assets Non-interest bearing 99,048
125,960
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS Floating 0.00% 34,289
Applications cash – NatWest (see
note 11 and 19) Floating 0.00% 6,281
Loan notes Fixed 10.00% 51 months 1,581
Balance of assets Non-interest bearing 57,218
99,369
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
The following analysis sets out the interest rate risk of the Company’s financial assets as at 28 February 2023.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
64
Foreign currency risk
The Company’s functional and presentation
currency is Sterling. The Company has not held
any non-Sterling investments during the year.
Fair value hierarchy
Financial assets and liabilities measured at fair
value are disclosed using a fair value hierarchy
that reflects the significance of the inputs used in
making the fair value measurements, as follows:
• Level 1 – Fair value is measured using the
unadjusted quoted price in an active market
for identical assets.
• Level 2 – Fair value is measured using inputs
other than quoted prices that are observable
using market data.
• Level 3 – Fair value is measured using
unobservable inputs.
Fair values have been measured at the end of
the reporting year as follows:
2024 2023
£’000 £’000
Level 1
Investments listed on LSE - 1,445
Current asset investments 24,799
Level 3
Unquoted investments 78,497 57,099
103,296 58,544
The Level 1 investments have been valued using
the current quoted price.
The Level 3 investments have been valued in
line with the Company’s accounting policies
and IPEV guidelines. This comprises both
loan and equity instruments, which are
considered to be one instrument due to their
being bound together when assessing the
portfolio’s returns to the shareholders.
Further details of these investments are
provided in the Significant Investments section
of the Annual Report on pages 17 to 26.
16. Capital management
The Company’s objectives when managing
capital are to safeguard the Company’s
ability to continue as a going concern, so
that it can provide an adequate return to
shareholders by allocating its capital to assets
commensurate with the level of risk.
The Company must have an amount of
capital, at least 80% (as measured under the
tax legislation) of which must be, and remain,
invested in the relatively high-risk asset
class of small UK companies within three
years of that capital being subscribed.
The Company accordingly has limited scope
to manage its capital structure in the light of
changes in economic conditions and the risk
characteristics of the underlying assets. Subject
to this overall constraint upon changing the
capital structure, the Company may adjust
the amount of dividends paid to shareholders,
issue new shares or sell assets to maintain a
level of liquidity to remain a going concern.
The Board has the opportunity to consider
levels of gearing, however there are no current
plans to do so. It regards the net assets of the
Company as the Company’s capital, as the
level of liabilities is small, and the management
of those liabilities is not directly related to
managing the return to shareholders.
17. Contingencies, guarantees
and financial commitments
There were no commitments, contingencies
or guarantees of the Company at the year-end
(2023: none).
18. Related party disclosures
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited and administration services
to PI Administration Services Limited. Further
details of the transactions with these entities are
disclosed in the Directors’ Report on page 33
and in note 3 of the financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors’ Report from
pages 33 to 35.
65
19. Re-presentation of
comparative figures
The comparative figures for the year ended
28 February 2023 have been re-presented with
an additional line item for ‘Applications cash’
included within current assets and current
liabilities. Applications cash relates to funds
received from investors but have not yet been
allotted as at the year end. The net impact of
this re-presentation on the NAV is nil and is
purely a balance sheet gross up adjustment.
20. Post Balance Sheet events
Post year-end, a further 22,404,644 Ordinary
Shares have been issued for cash consideration
of £28.5 million.
On 2 May 2024 a portfolio company, Ron Dorff,
raised third-party funding through a Crowdfunding
investment round, which valued the company at
€27m. The investment opportunity was made
available to Ron Dorff customers as part of the
launch of Ron Dorff’s new loyalty programme,
Le Club Ron Dorff. Incoming third-party investors
did not benefit from EIS relief. For the VCT, this
results in a NAV uplift of £1.4m at June 2024.
The valuation at February 2024 was £4.1m.
In May 2024, the Directors chose to write the value
of the VCTs holdings in its portfolio company
Dymag to nil. The valuation at February 2024 was
£1.8m, meaning a net decrease to the NAV of
£1.8m at June 2024. This decision was taken on
the back of the unexpected cancellation of a large
OEM project which Dymag had expected to win,
and continued weakness in the aftermarket.
On 22 May 2024 a portfolio company, Iris,
completed a £3.5m investment round with
a new external US investor. Puma Funds also
participated in the round with Puma VCT 13
investing an additional £0.8m. This round valued
the company at £35m which values the VCT’s
initial investment at 2x the invested sum. This
has resulted in a £4.6m NAV uplift at June 2024.
At February 2024 Iris was held at cost of £4.6m.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
66
Notice of Annual
General Meeting
Puma VCT 13 plc
(THE “COMPANY”)
Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House,
57 St James’s Street, London, SW1A 1LD on 13 August 2024 at 11.00 am.
The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions:
Ordinary Resolutions
1. To receive and adopt the accounts for the financial year ended 29 February 2024, together with the reports
of the Directors and Auditors thereon (the "Annual Report and Accounts 2024").
2. To re-elect David Buchler as a director who retires in accordance with the UK Corporate Governance Code
and, being eligible, offers himself for re-election.
3. To re-elect Stephen Hazell-Smith as a director who retires in accordance with the UK Corporate Governance
Code and, being eligible, offers himself for re-election.
4. To re-elect Graham Shore as a director who retires pursuant to listing rules of the Financial Conduct Authority
and, being eligible, offers himself for re-election.
5. To re-appoint MHA as Auditors of the Company and to authorise the Directors to determine their
remuneration.
6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2024.
7. To approve the implementation report set out in the Remuneration Report in the Annual Report and
Accounts 2024.
8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the powers
of the Company to allot ordinary shares of £0.0005 each in the Company (“Shares”) up to an aggregate
nominal amount of £55,000, such authority to expire on the later of 15 months from the date of the
resolution or the next annual general meeting of the Company (unless previously renewed, varied or
revoked by the Company in general meeting).
9. That, subject to the passing of resolution 13 below, in accordance with article 34.1 of the articles of association
of the Company, the Directors be authorised to adopt the dividend reinvestment scheme (“DRIS”), details of
which are set out at the end of this notice of Annual General Meeting and that the Directors be and hereby are
generally and unconditionally authorised in accordance with section 551 of CA 2006 to exercise all the powers
of the Company to allot Shares in connection with the DRIS up to an aggregate nominal amount of £6,077,
67
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
representing approximately 10% of the share capital in issue as at 13 June 2024, such authority to expire on the
date of the next annual general meeting of the Company (unless previously varied or revoked by the Company
in general meeting).
Special Resolutions
10. To authorise the Company generally and unconditionally to make one or more market purchases (within
the meaning of section 693(4) of CA 2006) of Shares provided that:
10.1 the maximum aggregate number of Shares that is purchased is 18,218,142;
10.2 the minimum price paid for a Share is £0.0005;
10.3 the maximum price paid for a Share (exclusive of expenses), is the higher of:
(i) an amount equal to 105 per cent of the average of the middle market prices shown in the quotations
for a Share in the Daily Official List of the London Stock Exchange for the five business days immediately
preceding the day on which that Share is purchased; and
ii) an amount equal to the value of a Share calculated on the basis of the higher of the price quoted for:
(a) the last independent trade of; and
(b) the highest current independent bid for,
a Share as derived from the London Stock Exchange Trading System;
10.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred
prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of
such authority, and may validly make a purchase of Shares in pursuance of any such contract; and
10.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of the
next annual general meeting of the Company or on 13 November 2025, whichever is the earlier to
occur, save that the Company may, prior to such expiry, enter into a contract to purchase Shares which
will or may be completed or executed wholly or partly after such expiry.
11. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined
in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if
section 561 of CA 2006 did not apply to any such allotment, such power to expire at the conclusion of
the Company’s next annual general meeting, or on the expiry of 15 months following the passing of the
resolution, whichever was the later (unless previously renewed or extended by the Company in general
meeting). This power is limited to the allotment of equity securities:
11.1 in connection with any offer for subscription;
11.2 in connection with an offer of equity securities by way of rights; and
11.3 otherwise than pursuant to paragraphs 11.1 and 11.2 above, an offer of equity securities up to an
aggregate nominal amount of 20% of the issued share capital of the Company immediately following
closing of any offer for subscription referred to in paragraph 11.1 above.
12. That, subject to the passing of resolution 9 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined in
section 560(1) of CA 2006) pursuant to the authority referred to in resolution 9 above as if section 561 of CA
2006 did not apply to any such allotment, provided this power shall expire on the date of the next annual
general meeting of the Company (unless previously varied or revoked by the Company in general meeting)
and provided further that this power shall be limited to the allotment and issue of Shares in connection
with the DRIS up to an aggregate nominal amount of £6,077, representing approximately 10% of the share
capital in issue as at 13 June 2024.
13. That, in article 34.3 of the articles of association of the Company, the second sentence of that article shall be
deleted and substituted with the following “For the purpose of this Article the “Issue Price” of an additional
share shall be (i) such price as is equal to the average of the middle market quotations for the shares of the
Company as derived from the Daily Official List of The Stock Exchange during the period of five dealing
days commencing on the day when such shares are first quoted “ex-dividend” (or as otherwise determined
by an ordinary resolution of the Company) or (ii) to the par value of a share (whichever is the higher)."
14. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share
premium account of the Company, at the date an order is made confirming such cancellation by the Court,
is cancelled.
68
BY ORDER OF THE BOARD
Information regarding the Annual General Meeting, including the information required by section 311A of the CA
2006, is available from: www.pumainvestments.co.uk/pages/view/investors-information-vcts.
Notes:
(a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll
provided that each proxy is appointed to a different share or shares. Such proxy need not be a member
of the Company. A form of proxy will be provided.
(b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order
to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may
appoint the Chairman or another person as his proxy although the Chairman will not speak for the
member. A member who wishes his proxy to speak for him should appoint his own choice of proxy
(not the Chairman) and give instructions directly to that person. If you are not a member of the Company
but you have been nominated by a member of the Company to enjoy information rights, you do not have
a right to appoint any proxies under the procedures set out in these Notes. Under section 319A of the
CA 2006, the Company must answer any question a member asks relating to the business being dealt
with at the Annual General Meeting unless:
• answering the question would interfere unduly with the preparation for the Annual General Meeting
or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the Annual General Meeting
that the question be answered.
(c) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it
is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of
Attorney Act 1971 of such power and written authority, must be delivered to the Company’s registrars,
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Alternatively, a member
can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at
www.sharegateway.co.uk using the personal proxy registration code which will be set out in your Form
of Proxy. In each case, your appointment of proxy must be received not less than 48 hours (excluding
weekends and public holidays) before the time appointed for holding the Annual General Meeting or
adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of
a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the
document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public
holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours
(excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which
the demand is made.
(d) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid,
the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Neville
Registrars (whose CREST ID is 7RA11) not less than 48 hours (excluding weekends and public holidays) before
the time appointed for holding the Annual General Meeting or adjourned meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Eliot Kaye
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London SW1A 1LD
Dated: 14 June 2024
69
(e) In order to revoke a proxy instruction a member will need to inform the Company using one of the
following methods:
• by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment
to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen,
B62 8HD. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certified copy of such power or authority) must be included with the revocation notice; or
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars
Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member
attempts to revoke his or her proxy appointment but the revocation is received after the time specified
then, subject to Note (f) directly below, the proxy appointment will remain valid.
(f) Completion and return of a Form of Proxy will not preclude a member of the Company from attending
and voting in person. If a member appoints a proxy and that member attends the Annual General
Meeting in person, the proxy appointment will automatically be terminated.
(g) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will
be available for inspection at the registered office of the Company during usual business hours on
any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the
Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to
and during the Annual General Meeting.
(h) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified
that only those holders of the Company’s shares registered on the Register of Members of the Company
as at 6.00 pm on 9 August 2024, or in the event that the Annual General Meeting is adjourned, on
the Register of Members 48 hours (excluding weekends and public holidays) before the time of any
adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect
of such shares registered in their name at the relevant time. Changes to entries on the Register
of Members after 6.00 pm on 9 August 2024 or, in the event that the Annual General Meeting is
adjourned, on the Register of Members less than 48 hours (excluding weekends and public holidays)
before the time of any adjourned meeting, shall be disregarded in determining the right of any person
to attend and vote at the Annual General Meeting.
(i) As at 13 June 2024 the Company's issued share capital comprised 121,535,306 Ordinary Shares. The total
number of voting rights in the Company as at 13 June 2024 is 121,535,306. The website referred to above
will include information on the number of shares and voting rights.
(j) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information
rights (“Nominated Person”):
• You may have a right under an agreement between you and the member of the Company who has
nominated you to have information rights (“Relevant Member”) to be appointed or to have someone
else appointed as a proxy for the Annual General Meeting;
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may
have a right under an agreement between you and the Relevant Member to give instructions to the
Relevant Member as to the exercise of voting rights;
• Your main point of contact in terms of your investment in the Company remains the Relevant Member
(or, perhaps your custodian or broker) and you should continue to contact them (and not the Company)
regarding any changes or queries relating to your personal details and your interest in the Company
(including any administrative matters). The only exception to this is where the Company expressly
requests a response from you.
(k) A corporation which is a member can appoint one or more corporate representatives who may exercise,
on its behalf, all its powers as a member provided that no more than one corporate representative
exercises powers over the same share.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
70
(l) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain
from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Annual General Meeting.
(m) Except as provided above, members who have general queries about the General Meeting should call
the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62
8HD on 0121 585 1131 during normal office hours.
(n) Members may not use any electronic address provided either in this notice of Annual General Meeting,
or any related documents (including the Chairman's letter and proxy form), to communicate with the
Company for any purposes other than those expressly stated.
(o) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the
Annual General Meeting is shown in the Annual Report and Accounts 2024.
Explanation of Resolutions 9 to 14 to be proposed at the Annual General Meeting
On page 66 of the Report is the notice of Annual General Meeting which will be held on 13 August 2024.
Set out below is a brief explanation of the resolutions comprising special business to be proposed at the
Annual General Meeting.
Resolution 9
Resolution 9, which will be proposed as an ordinary resolution, seeks the approval of shareholders for the
Company to adopt the DRIS, further information on which is set out on page 72 of the Report after the
explanation of Resolutions (under the heading "Dividend Reinvestment Scheme"), and to authorise the
Directors under section 551 of the Companies Act 2006 to allot Shares up to an aggregate nominal value
of £6,077 in connection with the DRIS (representing 10% of the issued share capital of the Company as at
13 June 2024, being the latest practicable date prior to publication of this Report). The authority conferred
by this Resolution 9 to allot Shares will expire on the date of the 2025 Annual General Meeting (unless
previously varied or revoked by the Company in general meeting).
Resolution 10
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 10,
which will be proposed as a special resolution, would give the Board authority from shareholders to do so.
Such authority will expire on the date of the 2025 Annual General Meeting or 13 November 2025, whichever
is the earlier. The Directors intend to exercise this power only if and when, in the light of market conditions
prevailing at the time, they believe that the effect of such purchases would be in the best interests of the
Company and shareholders generally. Any shares purchased in this way will be cancelled (in which case the
number of shares in issue will be accordingly reduced).
This resolution specifies the maximum number of shares which may be acquired (being approximately 14.99%
of the Company’s issued ordinary shares as at 13 June 2024) and the maximum and minimum prices at which
they may be bought.
Resolution 11
The notice of the Annual General Meeting includes a resolution (Resolution 8) which will be proposed to
ensure the Directors have authority to allot ordinary shares in the Company until the date of the 2025 Annual
General Meeting or, if later, 13 November 2025, up to an aggregate nominal amount of £55,000 (representing
approximately 90.5 per cent of the issued ordinary share capital of the Company as at 13 June 2024). Resolution
11 (which will be proposed as a special resolution) will empower the Directors to allot ordinary shares under
Resolution 8 in connection with any offer for subscription, offer of equity securities by way of rights or any further
offer of equity securities that may be issued by the Company without regard to any right of pre-emption on the
part of the existing shareholders.
Resolution 12
Resolution 12 will be proposed as a special resolution and seeks shareholder authority to empower the
Directors to allot ordinary shares under Resolution 9 in connection with the operation of the DRIS without
regard to any statutory pre-emption rights. The authority conferred by this Resolution 12 will expire on the
date of the Company's 2025 Annual General Meeting (unless previously varied or revoked by the Company
in general meeting).
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
71
Resolution 13
Resolution 13, which will be proposed as a special resolution, is a resolution to amend article 34.3 of the Company's
articles of association to facilitate the introduction of the DRIS on the terms and conditions set out at the end of
this notice.
Resolution 14
Resolution 14, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the Companies
Act 2006 and the Company's articles of association, its share premium account at the date an order is made
confirming such cancellation by the Court, to create a pool of distributable reserves.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
72
Dividend Reinvestment Scheme
The Company is proposing to launch a dividend reinvestment scheme ("DRIS") under which holders of
Ordinary Shares will be able to reinvest any cash dividends received in further new Ordinary Shares. In
accordance with the proposed terms and conditions of the scheme (see below), the Ordinary Shares will be
issued under the DRIS at the latest reported net asset value per Ordinary Share as at the date the dividend is
paid (adjusted for the relevant dividend if this net asset value does not already recognise the dividend), or to
the nominal value of an Ordinary Share (£0.0005 per Ordinary Share), whichever is the higher.
Holders of Ordinary Shares participating in the DRIS should qualify for the VCT tax reliefs that are applicable
(at the time of investment) to subscription for new Ordinary Shares, subject to current law and the limits set
out below, provided they hold the Ordinary Shares acquired under the DRIS for the 5 year VCT qualifying
period applicable to new subscriptions. The Ordinary Shares subscribed through the DRIS will be included
in the shareholder's current annual limit of £200,000 for new subscriptions in VCTs, as will shares issued
under any other VCT’s dividend reinvestment scheme or equivalent. All dividends paid by the Company are
tax-free provided the holding is acquired within this limit and need not be reported in the shareholder’s
annual tax return. Any loss or gain accruing to a shareholder on a disposal of Shares acquired within the
current annual subscription limit of £200,000 will be neither a chargeable gain nor an allowable tax loss for
the purposes of capital gains tax. Shares acquired first will be treated as disposed of first, whether or not tax
relief was obtained on those Shares. Ordinarily VCT income tax relief is reduced for a subscription of shares
in a VCT where the investor also disposes of shares in the same VCT within six months of the subscription
(before or after), but shares acquired through a DRIS are ignored for this purpose.
The tax consequences of a holder of Ordinary Shares choosing to participate in the DRIS will depend on
their personal circumstances and specialist independent tax and financial advice should be obtained before
electing to participate in the DRIS.
The terms and conditions of the DRIS can be found at the end of this document (on pages 73 to 76) and, subject
to the passing of Resolutions 9, 12 and 13, on www.pumainvestments.co.uk. Any holder of Ordinary Shares
wishing to participate in the DRIS can find the election form on www.pumainvestments.co.uk. Please note that
shareholders may only participate in the DRIS if all Ordinary Shares registered in their name are mandated to the
DRIS. Shareholders can cancel their instruction at any time and receive dividend payments instead of reinvesting
dividend payments in further Ordinary Shares under the DRIS.
In accordance with the articles of association, the DRIS is required to be adopted by an ordinary resolution
of the shareholders, which is the subject of Resolution 9. Furthermore, in accordance with the Companies
Act 2006, Resolution 9 seeks the approval of shareholders to authorise the Directors to allot Ordinary Shares
under the DRIS, Resolution 12 seeks shareholder approval to authorise the Directors to allot Ordinary Shares
without regard to statutory pre-emption rights and Resolution 13 seeks shareholder approval to amend
certain provisions in the articles of association to facilitate the introduction of the DRIS on the terms and
conditions of the DRIS as referred to above.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
73
Terms and Conditions of the Dividend Reinvestment Scheme
1. Elections to participate in the dividend reinvestment scheme of Puma VCT 13 plc (the "Company")(the
"Scheme") should be addressed to Neville Registrars Limited (the “Scheme Administrator”) in accordance with
condition 11 and will only be effective for dividends to be paid at least 15 days following receipt of the election
by the Scheme Administrator.
2.
a. The Company, acting through the Scheme Administrator, shall have absolute discretion to accept or reject
elections. An applicant shall become a member of the Scheme upon acceptance of his or her election
by the Scheme Administrator on the Company’s behalf (“Participants”). The Scheme Administrator
will provide written notification if an election is rejected. Only registered shareholders of the Company
(“Shareholders”) may join the Scheme.
b. The Company shall apply dividends to be paid to Participants on ordinary shares of £0.0005 each in the
Company (“Ordinary Shares”) in respect of which an election has been made in the allotment of further
Ordinary Shares. The Scheme Administrator shall not have the discretion, and Participants may not
instruct the Scheme Administrator, to apply those dividends (“funds”) towards any investments other than
investment in Ordinary Shares as set out in this condition 2(b).
c. Participants who are Shareholders may only participate in the Scheme if all Ordinary Shares registered in
their name are mandated to the Scheme.
d. By joining the Scheme, Participants instruct the Scheme Administrator that the mandate will apply to the
full number of Ordinary Shares held by them in respect of which the election is made, as entered onto the
share register of the Company from time to time.
e. In relation to new Ordinary Shares to be allotted in relation to a dividend such Shares will only allotted to
the registered Shareholder and not any beneficial holder. Nominee Participants shall not be entitled to
instruct the Scheme Administrator to allot Ordinary Shares to a beneficial holder (and Participants are
advised to read condition 15 in respect of the consequences for VCT Tax reliefs).
3.
a. On or as soon as practicable after a day on which a dividend on the Ordinary Shares is due to be paid to a
Participant (the “Payment Date”), the Participant’s funds held by the Company shall, subject to conditions
9, 10 and 19 below and the Company having the requisite shareholder authorities to allot Ordinary Shares,
be applied on behalf of that Participant to subscribe for the maximum number of whole new Ordinary
Shares which can be allotted with the funds.
b. The number of Ordinary Shares to be allotted to a Participant pursuant to condition 3(a) above shall be
calculated by dividing the Participant’s funds by the greater of (i) the net asset value per Ordinary Share
being the most recently announced net asset value per Ordinary Share as at the date the dividend is
paid (as adjusted for the relevant dividend in question if this has not already been recognised in the most
recently announced net asset value) or (ii) to the nominal value of an Ordinary Share.
c. No fractions of Ordinary Shares will be issued under the Scheme. Any balance of cash remaining with the
Company after the subscription of less than the amount required to subscribe for a further new Ordinary
Share, as set out in 3(b) above, shall be held by the Company on behalf of the Participant and added to
the cash available in respect of that Participant for the subscription of new Ordinary Shares on the next
forthcoming Payment Date. No interest shall accrue or be payable by the Company in favour of any
Participant on any such cash balances.
d. The Company shall not be obliged to allot Ordinary Shares under the Scheme to the extent that the total
number of Ordinary Shares allotted by the Company pursuant to the Scheme in any financial year would
exceed 10% of the aggregate number of Ordinary Shares on the first day of such financial year.
e. The Company shall immediately after the subscription of Ordinary Shares in accordance with the condition
at 3(a) above take all necessary steps to ensure that those Ordinary Shares shall be admitted to the Official
List and to trading on the premium segment of the main market of the London Stock Exchange, provided
that at the time of such subscription the existing Ordinary Shares in issue are so admitted to the Official
List and to trading on the premium segment of the main market of the London Stock Exchange.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
74
4. The Scheme Administrator shall as soon as practicable after the allotment of Ordinary Shares in
accordance with condition 3 procure (i) that the Participants are entered onto the Share Register of
the Company as the registered holders of those Ordinary Shares (ii) that share certificates (unless such
Ordinary Shares are to be uncertified) and, where applicable, income tax vouchers (“Tax Vouchers”) are
sent to Participants at their own risk and (iii) that Participants receive a statement detailing:
a. the total number of Ordinary Shares held at the record date for which a valid election was made;
b. the number of Ordinary Shares allotted;
c. the price per Ordinary Share allotted;
d. the cash equivalent of the Ordinary Shares allotted; and
e. the date of allotment of the Ordinary Shares.
5. All costs and expenses incurred by the Scheme Administrator in administering the Scheme will be borne
by the Company.
6. Each Participant warrants to the Scheme Administrator that all information set out in the election form
(including any electronic election) on which the election to participate in the Scheme is contained is
correct and to the extent any of the information changes he or she will notify the changes to the Scheme
Administrator and that during the continuance of his or her participation in the Scheme he or she will
comply with the provisions of condition 7 below.
7. The right to participate in the Scheme will not be available to any person who is a citizen, resident or national
of, or who has a registered address in, any jurisdiction outside the UK. It is the responsibility of any Shareholder
wishing to participate in the Scheme to be satisfied as to the full observance of the laws of the relevant
jurisdiction(s) in connection therewith, including obtaining any governmental or other consents which may
be required and observing any other formalities needing to be observed in any such jurisdiction(s).
8. Participants acknowledge that the Scheme Administrator is not providing a discretionary management
service. Neither the Scheme Administrator nor the Company shall be responsible for any loss or damage to
Participants as a result of their participation in the Scheme unless due to the negligence or wilful default of
the Scheme Administrator or the Company or their respective employees and agents.
9. Participants may:
a. at any time by notice to the Scheme Administrator terminate their participation in the Scheme and
withdraw any funds held by the Company on their behalf; and
b. in respect of Ordinary Shares they hold as nominee and subject to condition 2(e), give notice to the
Scheme Administrator that, in respect of a forthcoming Payment Date, their election to receive Ordinary
Shares is only to apply to a specified amount due to the Participant as set out in such notice.
Such notices shall not be effective in respect of the next forthcoming Payment Date unless it is received
by the Scheme Administrator at least 15 days prior to such Payment Date. In respect of notices under
(a) above, such notice will be deemed to have been served where (i) the Participant ceases to hold any
Ordinary Shares or (ii) the Participant applies for further Ordinary Shares under a prospectus or top-up
offer document issued by the Company, and indicates on the relevant election form applying that they
do not want the shares to be issued to them to be subject to the Scheme (upon which their existing
participation in the Scheme in relation to all their Ordinary Shares shall be deemed to terminate in
accordance with (a) above). Upon receipt of notice of termination, all funds held by the Company on the
Participant’s behalf shall be returned to the Participant as soon as reasonably practical at the address set
out in register of members, subject to any deductions which the Company may be entitled or bound to
make hereunder.
10. The Company shall be entitled at its absolute discretion, at any time and from time to time to:
a. suspend the operation of the Scheme;
b. terminate the Scheme without notice to the Participants; and/or
c. resolve to pay dividends to Participants partly by way of cash and partly by way of new Ordinary Shares
pursuant to the Scheme.
11. Participants who wish to participate in the Scheme in respect of new Ordinary Shares to be issued pursuant
to a prospectus or top-up offer document may tick the relevant box on the applicable application form.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
75
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Participants who wish to participate in the Scheme and who already have Ordinary Shares issued to them
held in certificated form, i.e. not in CREST, should complete and sign an election form and return it no later
than 15 days prior to Payment Date to The Scheme Administrator, Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD. The election form can be found at www.pumainvestments.co.uk.
Participants who wish to participate in the Scheme and who already have Ordinary Shares issued
to them held in uncertificated form in CREST (and was in uncertificated form as at the relevant
record date) should elect to receive a dividend in the form of new Ordinary Shares by means of the
CREST procedure to effect such an election. By doing so, such Shareholders confirm their election
to participate in the Scheme and their acceptance of the terms and conditions of the dividend
reinvestment scheme (the "Scheme Terms and Conditions"). If a Participant is a CREST sponsored
member, they should consult their CREST sponsor, who will be able to take appropriate action on
their behalf. Elections must contain the number of Shares on which the election is being made.
If the relevant field is left blank the election will be accepted for the full registered shareholding of the
Participant as at the applicable record date.
Subject to the Scheme Terms and Conditions, Participants shall receive new Ordinary Shares instead of
cash in respect of future dividends.
Elections through CREST should be received by CREST no later than 5.00 p.m. on such date that is at
least 15 days before the Payment Date for the relevant dividend in respect of which a Participant wishes
to make an election.
12. An election made by a Participant in accordance with condition 11 will remain valid for all dividends paid to
the Participant by the Company until such time as the Participant gives notice in writing to the Scheme
Administrator that he or she no longer wishes to participate in the Scheme.
13. The Company shall be entitled to amend the Scheme Terms and Conditions on giving one month’s notice
in writing to all Participants. If such amendments have arisen as a result of any change in statutory or other
regulatory requirements, notice of such amendment will not be given to Participants unless in the Company’s
opinion the change materially affects the interests of the Participants. Amendments to the Scheme Terms
and Conditions which are of a formal, minor or technical nature or made to correct a manifest error and which
do not adversely affect the interests of Participants may be effected without notice.
14. By completing and delivering their election the Participant:
a. agrees to provide the Company with any information which it may request in connection with such
election and to comply with legislation relating to venture capital trusts or other relevant legislation
(as the same may be amended from time to time); and
b. declares that a loan has not been made to the Participant on whose behalf the Ordinary Shares are held
or any associate of either of them, which would not have been made or not have been made on the same
terms but for the Participant electing to receive new Ordinary Shares and that the Ordinary Shares are
being acquired for bona fide investment purposes and not as part of a scheme or arrangement the main
purposes of which is the avoidance of tax.
15. Elections by individuals for Ordinary Shares should attract applicable VCT tax reliefs (depending on
the particular circumstances of an individual) for the tax year in which the Ordinary Shares are allotted
provided that the issue of Ordinary Shares under the Scheme is within the investor's annual £200,000
limit. Participants and beneficial owners are responsible for ascertaining their own tax status and liabilities
and neither the Scheme Administrator nor the Company accepts any liability in the event that tax reliefs
are not obtained. The Tax Voucher can be used to claim any relevant income tax relief either by obtaining
from the HM Revenue & Customs an adjustment to the Participant’s tax coding under the PAYE system or
by waiting until the end of the year and using the Self Assessment Tax Return.
16. The Company will, subject to conditions 9, 10 and 19, issue Ordinary Shares in respect of the whole of any
dividend payable (for the avoidance of doubt, irrespective of whether the amount of allotment is greater
than any maximum limits imposed from time to time to be able to benefit from any applicable VCT tax
reliefs) unless the Scheme Administrator has been notified to the contrary in writing at least 15 days before
a Payment Date.
17. Shareholders electing to receive Ordinary Shares rather than a cash dividend will be treated as having
received a normal dividend. Shareholders qualifying for VCT tax reliefs should not be liable to income tax
on shares allotted in respect of dividends from qualifying VCT shares.
76
18. For capital gains tax purposes, Shareholders who elect to receive Ordinary Shares instead of a cash
dividend are not treated as having made a capital disposal of their existing Ordinary Shares. The new
Ordinary Shares will be treated as a separate asset for capital gains purposes.
19. The Company shall not be obliged to accept any application or issue Ordinary Shares hereunder if the
Directors so decide in their absolute discretion. The Company may do or refrain from doing anything
which, in the reasonable opinion of the Directors, is necessary to comply with the law of any jurisdiction or
any rules, regulations or requirements of any regulatory authority or other body, which is binding upon the
Company or the Scheme Administrator.
20. The amount of any claim or claims a Participant has against the Company or the Scheme Administrator
shall not exceed the value of such Participant’s Ordinary Shares in the Scheme. Nothing in these Scheme
Terms and Conditions shall exclude the Company or the Scheme Administrator from any liability
caused by fraud, wilful default or negligence. Neither the Company nor the Scheme Administrator will
be responsible for: (a) acting or failing to act in accordance with a court order of which the Scheme
Administrator has not been notified (whatever jurisdiction may govern the court order); or (b) forged or
fraudulent instructions and will be entitled to assume that instructions received purporting to be from
a Shareholder (or, where relevant, a nominee) are genuine; or (c) losses, costs, damages or expenses
sustained or incurred by a Shareholder (or, where relevant, a nominee) by reason of industrial action or any
cause beyond the control of the Company or the Scheme Administrator, including (without limitation)
any failure, interruption or delay in performance of the obligations pursuant to these Scheme Terms and
Conditions resulting from the breakdown, failure or malfunction of any telecommunications or computer
service or electronic payment system or CREST; or (d) any indirect or consequential loss.
21. These Scheme Terms and Conditions are for the benefit of a Participant only and shall not confer any
benefits on, or be enforceable by, a third party and the rights and/or benefits a third party may have
pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded to the fullest possible extent.
22. All notices and instructions to be given to the Scheme Administrator shall be in writing and delivered or
posted to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD.
23. These Scheme Terms and Conditions shall be governed by, and construed in accordance with, English law
and each Participant submits to the jurisdiction of the English courts and agrees that nothing shall limit
the right of the Company to bring any action, suit or proceeding arising out of or in connection with the
Scheme in any other manner permitted by law or in any court of competent jurisdiction.
Shareholders who are in any doubt about their tax position should consult their independent
financial adviser.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
77
Notes
78
79
PI002254 0624
Get in touch
We’re here to help
INVESTORS
We recommend you speak to a financial adviser in the first
instance, as we cannot offer investment or tax advice.
If you have any other questions please contact us on
020 7408 4100 or email us at
clientrelations@pumainvestments.co.uk
ADVISERS
Our expert national Business Development Team are here to
help, and would be happy to discuss any of our offers in more
detail with you either by phone or by visiting your offices.
Please contact us on 020 7408 4070 or email us at
businessdevelopment@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investments is a trading name of Puma Investment Management Limited which
is authorised and regulated by the Financial Conduct Authority. FCA Number 590919.
Registered office address: Cassini House, 57 St James’s Street, London, SW1A 1LD.
Registered as a private limited company in England and Wales No. 08210180.