ANNUAL REPORT & ACCOUNTS 2024
Puma Alpha VCT 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
26
Directors'
biographies
65
Notice of Annual
General Meeting
28
Strategic
Report
1
Officers and
Professional Advisers
Directors
Egmont Kock (Chairman)
Richard Oirschot
Michael van Messel
Secretary
Eliot Kaye
Registered Number
11939975
Registered Office
Cassini House
57 St James’s Street
London SW1A 1LD
Investment Manager and
Administrator
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
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
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
Bankers
The Royal Bank of Scotland plc
Western Branch
60 Conduit Street
London W1S 2GA
Chairman's Statement
I am pleased to present the report and financial
statements for Puma Alpha VCT plc (“the
Company”) for the year to 29 February 2024.
Overview
The Company’s Net Asset Value (“NAV”) per share at the end of
the year stood at 108.35p (2023: 130.53p) a decrease of 22.2p, 17.2p
after the 5p dividend paid during the year, and 17.0% from the
same time in the previous year.
The Company’s loss for the year was £4.1m (2023: loss £0.4m).
Further to statements made by the Company in the prospectus
published back in December 2023, Puma Alpha VCT 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 65 to 75 of this report.
Fundraising
We are happy to report that at the year end the Company had raised
£9.3m, and since the year end a further £1.6m has been raised. This
gives the Company additional deployable funds to continue building
a robust portfolio and will help spread fixed costs over a wider
shareholder base.
Investment activity and portfolio
2023-24 has been a very active year for the Company with seven new
qualifying investments having been made in the period, alongside
other Puma managed funds. These investments were: £0.1m into
Bikmo, a specialist cycle and e-mobility insurer; £0.2m into Iris an
advanced audio technology company; £0.7m into Lucky Saint, the
UK’s number 1 dedicated alcohol-free beer brand; £0.5m into Pockit,
a digital account provider; £0.4m into Thingtrax, a SaaS-based
manufacturing performance platform; £1.0m into Transreport,
a fast-growing accessibility technology company and £0.2m into
TravelLocal, global travel marketplace.
In addition, follow-on investments were made: £0.1m into
Ostmodern; £0.3m into Dymag; £0.3m into Connectr; £0.9m into
CameraMatics and £0.7m into Ron Dorff. This brings the overall
number of qualifying investments to 17.
Within the portfolio, the Company’s holdings in Deazy, HR Duo,
Le Col and MUSO have generated positive valuation movements. Six
of the Company’s qualifying holdings were marked down in value.
Muso saw a modest increase of £0.3m 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.
Seven new portfolio
companies added in
the year taking the
total number of
investments to 17
£9.3 million raised
in new equity
and a further
£1.6m raised post
year-end
5p dividend paid
during the year in
relation to TicTrac
disposal proceeds
2
Dymag has seen a decrease of £1.7m 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.
Ostmodern has had a decrease of £0.8m in the
year after challenging trading conditions in a soft
macro environment. Puma has worked closely with
management on its strategy and sales process as
management look to reignite revenue growth on
the agency side, to help drive profitability.
Connectr was written down by £0.7m in the year due
to a challenging trading environment where many
employers are cutting back on recruitment and
associated spend 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.
At the year-end, the Company has over £5.4m ready
to deploy. The Investment Manager continues to see
several hundred investment opportunities a year, and
your Board is optimistic that the rapid deployment
the Company has enjoyed to-date will continue.
NAV
The Company’s NAV stood at 108.35p (2023: 130.53p)
at the year end of 29 February 2024. This impairment
is largely driven by decreases in investment valuations
in the year, the payment of Alpha’s first dividend,
coupled with management fees and other expenses
incurred in the year.
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
The global economic picture is mixed and has yet
to return to a period of sustained stability. The wars
in Ukraine and the Middle East are undermining
sentiment and growing geopolitical tensions are
creating an environment of considerable uncertainty.
Whilst headline inflation is easing in some countries,
including the UK where it is close to the Bank of
England’s 2 per cent target, the economic shock of
a higher base level of prices has some way to run.
Interest rates seem to be at or near their peak in
the US and Europe and the focus is increasingly on
when central banks will start cutting rates. With the
recent positive news about UK inflation, expectation
is building that the Bank of England will start to cut
interest rates this coming summer. However, these
reductions are likely to be small and it is doubtful
whether we will see material rate cuts in the near
future or the very low interest rates seen before the
pandemic. This, alongside prolonged economic
stagnation and little sign of an upturn in investment,
poses a real risk to growth. A lack of investment in
capital and skills is also leading to low productivity.
Whilst there is increasing policy emphasis on the
need to respond to this and encourage investment
and innovation in the private sector, question marks
remain over the degree to which this can be sustained
in the face of record government debt levels, not to
mention the fast-approaching general election. All of
this points to uncertainty prevailing for the time being.
Nevertheless, challenging conditions always present
opportunities for agile businesses focused on resilient
sectors. This VCT is in a position to adapt quickly
to changes in the economic environment when
developing its portfolio. Notwithstanding ongoing
uncertainty, the UK continues to benefit from an
active and well-established SME market in which
the Manager has a strong reputation as a provider
of capital. This applies especially to well-managed,
later-stage SMEs where bank lending, despite some
policy support, continues to remain challenging for
even the best of these businesses. This, alongside
the institutional support the Manager is able to offer,
continues to make for a compelling equity offer
from the Company. The ongoing uncertainty places
added emphasis on the Company’s ability to focus
efforts on sectors that are well placed to navigate the
current headwinds. We are confident that we have the
team to do this and assemble a portfolio capable of
delivering attractive returns to shareholders.
Egmont Kock
Chairman
14 June 2024
3
CHAIRMAN’S STATEMENT > CONTINUED
4
Financial highlights
AS AT 29 FEBRUARY 2024
Company details and performance
Fundraising and cash Qualifying investment activity
£27.67m
Net Assets
5p
Dividend paid during
the year
£5.4m
Cash and cash equivalents
available for new investments
at the year-end
80%
of NAV invested in qualifying
investments
£9.3m
Cash raised during the year
13%
Increase in qualifying value over cost
New investments in year ending
February 2024
£1.6m 7
Cash raised post year-end
108.35p
NAV / Share
30%
Consumer
14%
Consumer services
6%
Business services
5
Portfolio diversification
AS AT 29 FEBRUARY 2024
7%
Software and other
technology
32%
Logistics technology
7%
HR technology
3%
Financial and insurance
technology
1%
Advanced manufacturing
33%
Consumer
6%
B2B2C
42%
B2B
19%
Marketplace
Invested by sector (fair value)
Invested by business model (fair value)
Figures subject to rounding.
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.
6
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
7
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.
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.
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.
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 implemented a liquidity
management strategy focused on short term bonds
held through collective investment schemes.
Puma Investment Management Limited
14 June 2024
15
16
AS AT 29 FEBRUARY 2024
Investment portfolio summary
Of the investments held at 29 February 2024, all are incorporated in England and Wales,
except for MySafeDrive Limited and HR Duo Limited who are incorporated in Ireland.
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
Valuation
as a % of
Net Assets Multiple
Qualifying Investments
ABW Group Limited (“Ostmodern”) 263 1,008 (745) 1% 0.26x
Bikmo Limited 115 115 - 0% 1.00x
Deazy Limited 1,085 1,000 85 4% 1.08x
Dymag Group Limited 288 1,957 (1,669) 1% 0.15x
Everpress Limited 2,986 2,100 886 11% 1.42x
Forde Resolution Company Limited (“HR Duo”) 456 347 109 2% 1.32x
Iris Audio Technologies Limited 223 223 - 1% 1.00x
Le Col Holdings Limited 2,803 2,599 204 10% 1.08x
MUSO Limited 821 500 321 3% 1.64x
MyKindaCrowd Limited (“Connectr”) 1,164 1,949 (785) 4% 0.60x
MySafeDrive Limited (“CameraMatics”) 6,008 2,514 3,494 22% 2.39x
Not Another Beer Co Limited (“Lucky Saint”) 711 711 - 3% 1.00x
NQOCD Consulting Limited ("Ron Dorff”) 3,128 2,545 583 11% 1.23x
Pockit Limited 530 530 - 2% 1.00x
Thingtrax Limited 422 422 - 2% 1.00x
Transreport Limited 1,017 1,017 - 4% 1.00x
TravelLocal Limited 234 234 - 1% 1.00x
Total Qualifying Investments 22,254 19,771 2,483 80% 1.13x
Total Investments 22,254 19,771 2,483 80%
Balance of Portfolio 5,412 5,412 - 20%
Net Assets 27,666 25,183 2,483 100%
Significant investments
The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses.
17
ABW GROUP LIMITED (“OSTMODERN”)
Cost (£'000) 1,008
Investment comprises:
Ordinary shares 1,008
Debt -
Valuation method Multiples
Valuation (£'000) 263
Multiple of Investment Cost 0.26x
Income received by the Company from this holding in the period (£’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 26%
Proportion of voting rights held 12%
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) 115
Investment comprises:
Ordinary shares 115
Debt -
Valuation method Cost
Valuation (£'000) 115
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) 138
Proportion of equity and voting rights held 1%
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.
^ May not accurately reflect voting rights.
18
SIGNIFICANT INVESTMENTS > CONTINUED
DEAZY LIMITED
Cost (£'000) 1,000
Investment comprises:
Ordinary shares 1,000
Debt -
Valuation method Multiples
Valuation (£'000) 1,085
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 period 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 4%
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) 1,957
Investment comprises:
Ordinary shares 1,530
Debt 427
Valuation method Multiples
Valuation (£'000) 288
Multiple of Investment Cost 0.15x
Income received by the Company from this holding in the period (£’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 15%
Proportion of voting rights held 14%
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) 2,100
Investment comprises:
Ordinary shares 2,100
Debt -
Valuation method Multiples
Valuation (£'000) 2,986
Multiple of Investment Cost 1.42x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the period ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 897
Proportion of equity held 22%
Proportion of voting rights held 4%
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) 347
Investment comprises:
Ordinary shares 347
Debt -
Valuation method Multiples
Valuation (£'000) 456
Multiple of Investment Cost 1.32x
Income received by the Company from this holding in the period (€’000) -
Source of financial data Audited accounts for the period ended 30 April 2023
Turnover (€’000) Not disclosed
Profit before tax (€’000) Not disclosed
Net liabilities (€’000) 1,979
Proportion of equity held 11%
Proportion of voting rights held 4%
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
IRIS AUDIO TECHNOLOGIES
Cost (£'000) 223
Investment comprises:
Ordinary shares 223
Debt -
Valuation method Cost
Valuation (£'000) 223
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 period 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 1%
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) 2,599
Investment comprises:
Ordinary shares 2,599
Debt -
Valuation method Multiples
Valuation (£'000) 2,803
Multiple of Investment Cost 1.08x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the period ended 1 January 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 1,880
Proportion of equity held 15%
Proportion of voting rights held 12%
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.
21
SIGNIFICANT INVESTMENTS > CONTINUED
MUSO TNT LIMITED
Cost (£'000) 500
Investment comprises:
Ordinary shares 500
Debt -
Valuation method Multiples
Valuation (£'000) 821
Multiple of Investment Cost 1.64x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited accounts for the period ended 31 March 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net liabilities (£’000) 1,026
Proportion of equity rights held 6%
Proportion of voting rights held 2%
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.
MYKINDACROWD LIMITED (“CONNECTR”)
Cost (£'000) 1,949
Investment comprises:
Ordinary shares 1,650
Debt 300
Valuation method Multiples
Valuation (£'000) 1,164
Multiple of Investment Cost 0.60x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the period ended 31 January 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 2,823
Proportion of equity rights held 19%
Proportion of voting rights held 10%
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.
^ May not accurately reflect voting rights.
22
SIGNIFICANT INVESTMENTS > CONTINUED
NOT ANOTHER BEER CO LIMITED (“LUCKY SAINT”)
Cost (£'000) 711
Investment comprises:
Ordinary shares 711
Debt -
Valuation method Cost
Valuation (£'000) 711
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 period 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 1%
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.
MYSAFEDRIVE LIMITED (“CAMERAMATICS”)
Cost (£'000) 2,514
Investment comprises:
Ordinary shares 1,637
Debt 878
Valuation method Multiples
Valuation (£'000) 6,008
Multiple of Investment Cost 2.39x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Audited accounts for the period ended 31 January 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net ssets (£’000) 3,323
Proportion of equity held 27%
Proportion of voting rights held 10%
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
NQOCD CONSULTING LIMITED (“RON DORFF”)
Cost (£'000) 2,545
Investment comprises:
Ordinary shares 1,870
Debt 675
Valuation method Multiples
Valuation (£'000) 3,128
Multiple of Investment Cost 1.23x
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) 10,386
Proportion of equity held 24%
Proportion of voting rights held 12%
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.
POCKIT LIMITED
Cost (£'000) 530
Investment comprises:
Ordinary shares 530
Debt -
Valuation method Cost
Valuation (£'000) 530
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 period 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 1%
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.
^ May not accurately reflect voting rights.
24
SIGNIFICANT INVESTMENTS > CONTINUED
TRANSREPORT LIMITED
Cost (£'000) 1,017
Investment comprises:
Ordinary shares 1,017
Valuation method Cost
Valuation (£'000) 1,017
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 period ended 31 December 2022
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 3,815
Proportion of equity and voting rights held 3%
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.
THINGTRAX LIMITED
Cost (£'000) 422
Investment comprises:
Ordinary shares 422
Debt -
Valuation method Cost
Valuation (£'000) 422
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 period 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 3%
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.
25
SIGNIFICANT INVESTMENTS > CONTINUED
TRAVELLOCAL LIMITED
Cost (£'000) 234
Investment comprises:
Ordinary shares 234
Debt -
Valuation method Cost
Valuation (£'000) 234
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 period ended 31 March 2023
Turnover (£’000) Not disclosed
Profit before tax (£’000) Not disclosed
Net assets (£’000) 1,800
Proportion of equity and voting rights held 1%
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.
26
Directors’
biographies
27
Egmont Kock
NON-EXECUTIVE CHAIRMAN
Egmont was previously a partner at Deloitte where he served both on Deloitte Consulting’s
Global Executive and on Deloitte’s UK Executive and European Board. He led Deloitte’s
consultancy business across the Europe, Middle East and Africa regions, working with
CEOs and senior executives implementing change in major companies and institutions
around the world. He has since been an active investor in start-up businesses and in
this respect is Chairman of Doodle Productions Limited which has just produced its
third series of children’s TV programmes for the BBC. He was previously Chairman of
Puma VCT 9 plc, and has been actively involved in education, both as a trustee of United
Learning and the Chair of Governors at a leading girls’ school. He has a degree from the
University of Manchester, is a member of the Institute of Chartered Accountants in England
and Wales and has completed a business school programme at IMD in Lausanne.
Richard Oirschot
Richard previously established and managed the Barclays Ventures Turnaround
Investment Fund, leading over 25 investments and being the fund’s representative on 15
SME boards (predominantly in the UK). Since leaving Barclays he has undertaken various
management and advisory roles, including serving as a non-executive member on the
board of The Insolvency Service. He has over 20 years of experience in corporate recovery
working for UK accountancy firms focused on the UK SME sector including 7 years as a
director for PKF. He is a Fellow of the Institute of Chartered Accountants in England and
Wales and holds a BSc in Economics with Accountancy from Loughborough University.
Michael van Messel
Michael joined Shore Capital in 1993 as Group Financial Controller and became Operations
Director in 2000. He is the head of Shore Capital’s finance team, including its treasury
function, and is also responsible for all operations at Shore Capital including all banking
facilities. Michael has been involved in assessing, and subsequently monitoring, each
company to or in which Shore Capital has lent or invested money. He began his career
at Hacker Young where he qualified as a Chartered Accountant. He then worked as a
specialist in their tax department and, subsequently, for Coopers and Lybrand within
its financial services group. He is a Fellow of the Institute of Chartered Accountants
in England and Wales and has a degree in Physics from Imperial College.
28
Principal activities and status
The Company was incorporated on 11 April 2019.
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 approval by the Inland Revenue under
Section 274 of the Income Tax Act 2007 as a Venture
Capital Trust. The Directors have managed, and
continue to manage, the Company’s affairs in such
a manner as to comply with Section 274 of the
Income Tax Act 2007. The Company’s ordinary shares
of 0.01p each were listed on the Official List of the
UK Listing Authority on 5 June 2020.
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 set out below.
Investment policy
Puma Alpha VCT plc seeks to achieve its overall
investment objective (of proactively managing
the assets of the fund with an emphasis on
realising gains in the medium term) to maximise
distributions from capital gains and income
generated from the Company’s assets. It intends to
do so whilst maintaining its qualifying status as a
VCT, by pursuing the following Investment Policy:
The Company may invest in a mix of qualifying and
non-qualifying assets. The qualifying investments
may be quoted on AIM or a similar market or be
unquoted companies. The Company may invest
in a diversified portfolio of growth orientated
qualifying companies which seek to raise new capital
on flotation or by way of a secondary issue. The
Company will target investments in unquoted
companies with a strong and experienced
management team, a proposition that is
commercially validated through sales volume,
a clear and comprehensive plan for growth,
and operating in a well-defined market niche
with proven market fit. 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.
Strategic Report
The Directors present their Strategic Report of the Company
for the year ended 29 February 2024. The purpose of
the report is to inform members of the Company and
help them assess how the Directors have performed
their duty to promote the success of the Company.
29
The portfolio of non-qualifying investments
will be managed with the intention of ensuring
the Company has sufficient liquidity to invest
in qualifying investments as and when
opportunities arise. Subject to the Board and
Investment Manager’s view from time to time
of desirable asset allocation, it may comprise
quoted ordinary shares or securities on a
regulated market, collective investment schemes
(including UCITs), shares or units in an alternative
investment fund, and cash on short-term 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 have 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 their 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 as follows:
Market conditions
There is a risk that geo-political and economic
events, can have an impact on the prospects
of certain 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
on pages 6 to 13.
Investment risk
Inappropriate stock selection leading to
underperformance in absolute and relative terms
is a risk which the Investment Manager and
the Board mitigate by reviewing performance
throughout the year and formally at Board
meetings. There is also a regular review by the
Board of the investment mandate and long-term
investment strategy and monitoring of whether the
Company should change its investment strategy.
Regulatory risk
The Company operates in a complex regulatory
environment and faces several 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 relate to material changes to the VCT
regulations. The Board will continue to monitor this
and 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
Investment Portfolio Summary on pages 2 to 16.
STRATEGIC REPORT > CONTINUED
30
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 Net
Asset Value 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 Venture Capital
Trust Regulations to ensure that it will maintain
its VCT status. An analysis of the Company’s key
performance indicators and the performance of
the Company’s portfolio and specific investments
is included in the Chairman’s Statement, the
Investment Manager’s Report and the Investment
Portfolio Summary pages 2 to 16.
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 VCT regulations, the Company’s current
financial position and expected cash flows for the
period and the current economic outlook.
Based on this review, the Directors have concluded
that there is a reasonable expectation that the
Company has adequate cash resources to enable
it 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 (amongst 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 to 13). The Board
consider that the Company does not have
customers, only shareholders, and its suppliers
are the service providers.
The Annual Report 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
considered when decisions are made.
STRATEGIC REPORT > CONTINUED
31
STRATEGIC REPORT > CONTINUED
Position at
29 February 2024
1.
The Company has invested 30% of funds raised in an accounting
period, in qualifying companies within 12 months after the end of
the accounting period;
Complied
2.
The Company holds at least 80% of its investments in qualifying
companies;
Complied
3.
At least 70% of the Company’s qualifying investments are held in
“eligible shares”;
Complied
4.
No investment constitutes more than 15% of the Company’s portfolio
at time of investment;
Complied
5.
The Company’s income for each financial year is derived wholly or
mainly from shares and securities;
Complied
6.
The Company distributes sufficient revenue dividends to ensure that
not more than 15% of the income from shares and securities in any
one year is retained; and
Complied
7.
A maximum unit size of £5 million in each VCT qualifying investment
(per tax year).
Complied
Directors and employees
The Company has not disclosed any information about, or policies in relation to,
employees as it has no employees (other than the Directors). All the directors are male.
Approved by the board and signed on its behalf by:
Egmont Kock
Chairman
14 June 2024
VCT status monitoring
The Company has engaged Shoosmiths LLP in the year to advise it on compliance with
VCT requirements, including evaluation of investment opportunities, as appropriate,
and regular review of the portfolio. Although Shoosmiths LLP work closely with the
Investment Manager, they report directly to the Board.
Compliance with the VCT regulations (as described in the Investment Policy) for the
year under review is summarised as follows:
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 11939975.
The Company has, in accordance with S.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.
A dividend was paid during the year totalling
£1,250,097 (2023: nil). The Directors will not propose a
resolution at the Annual General Meeting to pay a final
dividend. 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 28 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:
0.01p Ordinary Shares
29 February
2024
28 February
2023
Egmont Kock (Chairman) 20,600 20,600
Richard Oirschot 20,600 20,600
Michael van Messel 20,600 20,600
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 is 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 at each year-end.
Puma Investments also provide company secretarial
and other accounting and administrative support to
the Company for an aggregate annual fee of 0.35% of
the Net Assets of the Fund at each quarter end,
payable quarterly in arrears.
The Investment Manager will also be entitled to a
performance incentive fee payable in relation to each
accounting period, subject to the Performance Value
per Share exceeding the High Water Mark (being the
higher of 120p and the highest Performance Value per
Share at the end of any previous accounting period).
It is the Directors’ opinion that the continued
appointment of the Investment Manager, Puma
Investments, on the terms agreed, is in the best
interest of the shareholders. 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 out on pages 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 emissions producing
sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
Going concern
The Board receive regular reports from Puma
Investments, and in accordance with the guidance
issued by the Financial Reporting Council, the
Directors have considered a period of twelve 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 geo-political 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 non-qualifying
investments 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.
DIRECTORS’ REPORT > CONTINUED
34
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 not been notified of any direct
interests representing 3% or more of the issued share
capital of the company.
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 have confirmed that
they have taken all the steps that they ought to have
taken as Directors in order to make themselves aware
of any relevant audit information and to establish that
it has been communicated to the auditor.
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 14th 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 law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under that
law, the Directors have elected to prepare the financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102
“The Financial Reporting Standard applicable in the
UK and Republic of Ireland”, and applicable law). Under
company law, the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for
that period. In preparing those financial statements,
the Directors are required to:
a) select suitable accounting policies and then apply
them consistently;
b) make judgements and accounting estimates that
are reasonable and prudent;
c) state whether applicable UK Accounting
Standards (comprising FRS 102 “The Financial
Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law). have
been followed, subject to any material departures
disclosed and explained in the financial
statements;
d) prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to ensure
that the financial statements 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
DIRECTORS’ REPORT > CONTINUED
35
b) the Chairman’s Statement, Investment
Manager’s Report, the 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.
Egmont Kock
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 14th August 2024.
Directors’ remuneration policy
The Board as a whole considers Directors’
remuneration and, as such, a Remuneration
Committee has not been established. The Board’s
policy is that the remuneration of non-executive
Directors should reflect time spent and the
responsibilities borne by the Directors on the
Company’s affairs and should be sufficient to
enable candidates of high calibre to be recruited.
Directors’ fees payable during the year totalled
£60,000 (excluding VAT) as set out in note 4 to
the financial statements.
On 5 July 2019 the Directors were appointed for
a period of twelve 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 February
2024
£
Audited
Year ended
28 February
2023
£
Egmont Kock (Chairman) 20,000 20,000
Richard Oirschot 20,000 20,000
Michael van Messel 20,000 20,000
60,000 60,000
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.
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 98.5% 98.5%
Against 1.5% 1.5%
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 15 January 2020, the first allotment date.
On behalf of the Board
Egmont Kock
Chairman
14 June 2024
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
15/01/2020
15/01/2021
15/01/2023
15/01/2024
15/01/2022
15/07/2020
15/07/2021
15/07/2022
15/07/2023
AIM All-Share total return basis, rebased to 100
Historic NAV of VCT (including dividends and tax relief) rebased to 130
Historic NAV of VCT (including dividends) rebased to 100
DIRECTORS’ REMUNERATION REPORT > CONTINUED
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 Alpha VCT as a VCT has particular factors
which 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 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 Alpha VCT.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers. In practise, most of the time spent 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).
Alpha VCT is committed to maintaining high
standards in corporate governance. With the
exception of the limited items outlined below,
the Directors consider that Alpha VCT 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 Egmont Kock.
The recommendation in the Code is for the
Senior Independent Director and Chairman
to be separate positions on the Board. The
Board believes that Egmont Kock’s experience
allows him to exercise proper judgement
in distinguishing between the roles.
• Provision 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.
39
• 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.
The Board
The Company has a Board comprising three non-
executive Directors. All Directors are independent
as defined by the Code except for Michael van
Messel as a result of his directorship in the parent
of the Investment Manager and his shareholding
in the ultimate parent company 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 Egmont Kock 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 believe 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
Egmont Kock, Richard Oirschot and Michael
van Messel 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:
Board meetings
Egmont Kock 4/4
Richard Oirschot 4/4
Michael van Messel 4/4
The Board has also established procedures whereby
Directors wishing to do so in the furtherance of their
duties may take independent professional advice
at the Company’s expense.
All Directors have access to the advice and services
of the Company Secretary. The Company Secretary
provides the Board with full information on the
Company’s assets and liabilities and other relevant
information requested by the Chairman, in advance
of each Board meeting.
The Board has not established a nominations
committee or remuneration committee as they
consider the Board to be small and comprises
wholly of non-executive Directors. Appointments
of new Directors and Directors’ remuneration are
dealt with by the full Board. The remuneration for
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 Richard Oirschot 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
CORPORATE GOVERNANCE STATEMENT > CONTINUED
40
considers that the significant issues in relation to
these financial statements relate to the carrying
value and disclosure of the unquoted investments.
The Audit Committee challenge findings and
comments received from the Investment Manager
on the financial performance of the investments.
The Audit Committee, 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.
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 with shareholders if
so requested.
In addition to the formal business of the AGM,
representatives of the Investment Management
team and the Board are available to answer any
questions a shareholder may have.
Separate resolutions are proposed at the AGM on
each substantially separate issue. The Registrars
collate proxy votes, and the results (together with
the proxy forms) are forwarded to the Company
Secretary immediately prior to the AGM.
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 their reporting responsibilities is set out in
the Auditor’s Report on pages 42 to 49.
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 they consider 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:
Investment Management and Administration:
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.
Puma Investment Management Limited is
also engaged to carry out the accounting function
CORPORATE GOVERNANCE STATEMENT > CONTINUED
and manages the retention of physical custody
of the documents of title relating to unquoted
investments. Any quoted investments will be
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.
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 3,301,326 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
Egmont Kock
Chairman
14 June 2024
41
Independent Auditor’s Report
TO THE MEMBERS OF PUMA ALPHA VCT 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 Alpha VCT 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 Alpha VCT 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.
42
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.
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 Alpha VCT 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 the quoted investments at year end.
• Considering the impact of market volatility
and uncertainty, including as a result of the
impact of Russian aggression in Ukraine.
• 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 £301.8k £245k 1.06% (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 £22.3m (2023:
£20.2m). 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 of the portfolio of investments.
Our audit procedures included:
• Obtaining 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.
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 £301.8k (2023: £245k)
Basis of
determining
overall
materiality
We determined materiality based on 1.06% (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
£211.3k (2023: £175.5k)
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 £15.1k (2023:
£12.3k) 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
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 33;
• 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 33;
• 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 29;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 29; 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.
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
INDEPENDENT AUDITOR’S REPORT > CONTINUED
47
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 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.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
48
• 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
matters 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 valuation
of investments as reported 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
INDEPENDENT AUDITOR’S REPORT > CONTINUED
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) - (3,458) (3,458) - 316 316
Gain on current asset investments - 75 75 - - -
Income 2 192 - 192 35 - 35
192 (3,383) (3,191) 35 316 351
Investment management fees 3 (140) (419) (559) (111) (332) (443)
Performance fee 3 - - - - - -
Other expenses 4 (378) - (378) (294) - (294)
(518) (419) (937) (405) (332) (737)
Loss before tax (326) (3,802) (4,128) (370) (16) (386)
Tax 5 - - - - - -
Loss after tax
(326) (3,802) (4,128) (370) (16) (386)
Basic and diluted loss per
Ordinary Share (pence)
6 (1.44p) (16.82p) (18.26p) (2.17p) (0.09p) (2.26p)
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 22,254 20,180
Current assets
Cash 1,817 3,911
Applications cash1 826 425
Investments 10 3,534 -
Debtors 9 282 185
6,459 4,521
Current liabilities 11 (1,047) (606)
Net current assets 5,412 3,915
Net assets
27,666 24,095
Capital and reserves
Called up share capital 13 255 185
Share premium account 10,816 1,938
Capital reserve – realised (1,032) (612)
Capital reserve – unrealised 2,559 5,941
Revenue reserve (1,234) 16,643
Special distributable reserve 16,302 -
Total equity 27,666 24,095
Net Asset Value per Ordinary Share
14 108.35p 130.53p
1 Funds raised from investors since Alpha VCT opened for new investment in December 2023 which have not been allotted
as at year end.
The financial statements on pages 50 to 64 were approved and authorised for issue by the Board of Directors on 14 June 2024
and were signed on their behalf by:
Egmont Kock
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 loss after tax
Loss before tax (4,128) (386)
Loss/(gain) on fixed asset investments 3,458 (316)
Gain on current asset investments (75) -
Increase in debtors (97) (61)
Increase/(decrease) in creditors 40 (473)
Outflow from operating activities (802) (1,236)
Cash flow from investing activities
Purchase of fixed asset investments (5,532) (5,268)
Purchase of current asset investments (3,459) -
Proceeds from disposal of investments - 1,157
Outflow from investing activities (8,991) (4,111)
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 9,252 7,476
Expense paid for issue of share capital (304) (198)
Movement in applications account 401 425
Dividends paid (1,249) -
Inflow from financing activities 8,100 7,703
Net (decrease)/increase in cash
and cash equivalents
(1,693) 2,356
Cash and cash equivalents at the
beginning of the year
4,336 1,980
Cash and cash equivalents at the end of the year 2,643 4,336
Cash and cash equivalents comprise
Cash at bank 1,817 3,911
Applications cash 19 826 425
Cash and cash equivalents at the end of the year 2,643 4,336
52
53
FOR THE YEAR ENDED 29 FEBRUARY 2024
Statement of Changes in Equity
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 126 12,271 (836) 6,182 (540) - 17,203
Comprehensive income for the year
(Loss)/profit after tax - - (327) 310 (369) - 386
Total comprehensive income for the year - - (327) 310 (369) - 386
Transactions with owners,
recognised directly in equity
Issue of shares 59 7,417 - - - - 7,476
Share issue cost - (198) - - - - (198)
Cancellation of share premium - (17,552) - - 17,552 - -
Total transactions with owners,
recognised directly in equity
59 (10,333) - - 17,552 - 7,278
Other movements
Prior year fixed asset gains now realised - - 551 (551) - - -
Total other movements - - 551 (551) - - -
Balance as at 28 February 2023 185 1,938 (612) 5,941 16,643 - 24,095
Comprehensive income for the year
Loss after tax - - (420) (3,382) (326)
-
(4,128)
Total comprehensive income for the year - - (420) (3,382) (326) - (4,128)
Transactions with owners,
recognised directly in equity
Issue of shares 70 9,182 - - - - 9,252
Share issue cost - (304) - - - - (304)
DIvidends paid - - - - - (1,249) (1,249)
Total transactions with owners,
recognised directly in equity
70 8,878 - - - (1,249) 7,699
Other movements
Re-classification to Special distributable reserve - - - - (17,551) 17,551 -
Total other movements -
-
-
-
(17,551) 17,551
-
Balance as at 29 February 2024
255 10,816 (1,032) 2,559 (1,234) 16,302 27,666
The capital reserve - realised will include gains/losses that have been realised due to the sale of investments, net of related costs.
The capital reserve - unrealised represents the investment holding gains/losses and shows the gains/losses on investments still
held by the Company not yet realised by an asset sale. Share premium account represents premium on shares issued less issue
costs. The 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.
Notes to the Financial Statements
FOR THE YEAR ENDED 29 FEBRUARY 2024
54
1. Accounting policies
Accounting convention
Puma Alpha VCT plc (“the Company”) was
incorporated in England on 11 April 2019 and is
registered and domiciled in England and Wales.
The Company’s registered number is 11939975. 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 or loss. They are all held as part of the
Company’s investment portfolio and are managed
in accordance with the investment policy set out
on page 28.
Unquoted investments are stated at fair value by the
Directors with reference to the International Private
Equity and Venture Capital Valuation Guidelines
(“IPEV”) as follows:
• Investments which have been made within
the last twelve months or where the investee
company is in the early stage of development
will usually be valued at either the price of recent
investment or cost 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 twelve months, methods of valuation such
as earnings or revenue-based multiples or net
asset value may be used to arrive at the fair value.
• Investments in debt instruments are held at
amortised cost and accrue interest at the rate
agreed within the Investment Agreement.
Interest is shown separately within debtors.
• Realised gains and losses on the disposal of
investments are first recognised in the profit
and loss and subsequently taken to realised
capital reserves.
• Unrealised gains and losses on the revaluation
of investments are first recognised in the profit
and loss and subsequently taken to unrealised
capital reserves.
55
• 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
120p 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 and performance
fees 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.
Tax
Corporation tax is applied to profits chargeable to
corporation tax, if any, at the applicable rate for the
year. The tax effect of different items of income/gain
and expenditure/loss is allocated between capital
and revenue return on the marginal basis
as recommended by the SORP.
Deferred tax is recognised in respect of all timing
differences that have originated but not reversed
at the balance sheet date, where transactions or
events that result in an obligation to pay more, or
right to pay less, tax in the future have occurred at
the balance sheet date. This is subject to deferred
tax assets only being recognised if it is considered
more likely than not that there will be suitable
taxable profits from which the future reversal of the
underlying timing differences can be deducted.
Timing differences are differences arising between
the Company’s taxable profits and its results as
stated in the financial statements which are capable
of reversal in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis
at the tax rates that are expected to apply in the
periods in which timing differences are expected
to reverse, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
56
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 the capital reserve – realised on
the Balance Sheet. Unrealised losses and gains on
investments are also taken through the Income
Statement and are recognised in the 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.
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 112 35
Qualifying dividend income 62 -
Non-qualifying interest income 18 -
192 35
3. Investment management fee
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
Investment management fee 559 443
559 443
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 no
less than twelve 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 four years. The Board is
satisfied with the performance of the Investment
Manager. Under the terms of this agreement Puma
Investments will be paid an annual fee of 2% of
the Net Asset Value payable quarterly in arrears
calculated on the relevant quarter end NAV of the
Company. These fees commenced on 16 January
2020 (the date of the first share allotment). These
fees are capped, the Investment Manager having
agreed to reduce its fee (if necessary to nothing) to
contain total annual costs (excluding performance
fee and trail commission) to within 3.5% of Net Asset
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
57
Value. Total costs this year were 3.4% of the Net
Asset Value (2023: 3.1%).
In addition to the investment manager fees
disclosed above, during the year ended 29 February
2024, Puma Investments Management Limited
charged fees totalling £63,930 (2023: £66,060) in
relation to share issue costs.
4. Other expenses
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
Administration - Puma
Investments
98 77
Directors remuneration 60 60
Social security costs 6 5
Auditor’s remuneration
for statutory audit
64 61
Insurance 9 9
Legal and professsional
fees
32 6
Other expenses 109 76
378 294
Puma Investments Management Limited
(“Puma Investments”) provides administrative
services to the Company for an aggregate
annual fee of 0.35% of the Net Asset Value of
the Fund, payable quarterly in arrears.
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 £59,400 (2023: £52,800) 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 of these being fees paid for
registrar services.
5. Taxation
Year ended
29 February
2024
Year ended
28 February
2023
£’000 £’000
UK corporation tax
charge for the period - -
Factors affecting tax
charge for the period
Loss before taxation (4,128) (386)
Tax charge calculated
on loss before taxation
at the applicable rate
of 25%/19% (1,032) (73)
Losses/(gains) on
investments
846 (60)
Tax losses carried
forward
186 133
- -
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 whilst
it continues to comply with the VCT regulations,
so no corporation tax is recognised on capital
gains or losses.
Due to the intention to continue to comply with
the VCT regulations, the Company has not provided
for deferred tax on any realised or unrealised capital
gains and losses. No deferred tax asset has been
recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
58
6. Basic and diluted profit/(loss) per Ordinary Share
Year ended 29 February 2024
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(326) (3,802) (4,128)
Weighted average number of shares 22,607,660 22,607,660 22,607,660
Loss per share
(1.44p) (16.82p) (18.26p)
Year ended 28 February 2023
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(370) (16) (386)
Weighted average number of shares
17,073,079 17,073,079 17,073,079
Loss per share
(2.17p) (0.09p) (2.26p)
This calculation is carried out in accordance with IAS 33
7. Dividends
During the year, a dividend of 5p per Ordinary Share was paid from the Special Distributable Reserve in
relation to the TicTrac disposal proceeds received in the year ended 28 February 2023. The dividend was
paid on 10 November 2023 totalling £1.3 million.
8. Investments
(a) Movements in investments
Qualifying investments
£’000
Total
£’000
Book cost at 1 March 2023
14,239 14,239
Net unrealised gains at 1 March 2023
5,941 5,941
Valuation at 1 March 2023
20,180 20,180
Purchases at cost
5,532 5,532
Net unrealised loss
(3,458) (3,458)
Valuation at 29 February 2024
22,254 22,254
Book cost at 29 February 2024
19,771 19,771
Unrealised gains at 29 February 2024
2,483 2,483
Valuation at 29 February 2024
22,254 22,254
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
59
As at
29 February 2024
As at
28 February 2023
(b) Gains/(losses) on
investments £’000 £’000
Realised gains in the year
- 6
Unrealised (loss)/gains in
the year
(3,458) 310
(3,458) 316
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.
All the Company’s qualifying investments as at 29 February 2024 and 28 February 2023
were unquoted.
Further details of these investments (including the unrealised gain in the year) are disclosed
in the Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary
and Significant Investments on pages 2 to 25 of the Annual Report.
9. Debtors
As at
29 February 2024
As at
28 February 2023
£’000 £’000
Other debtors 5 (5)
Prepayments 163 150
Accrued income 114 40
282 185
Contained within prepayments are PR fees totalling £116,000 made up of a number of small
items. In 2023, the balance was largely attributable to admission fees to the London Stock
Exchange of £99,000.
10. Current asset investments
As at
29 February 2024
As at
28 February 2023
£’000 £’000
Current asset investments 3,534 -
3,534 -
Current asset investments comprise short term bonds held through collective investment
schemes and are readily convertible into cash at the option of Puma Alpha VCT.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
60
11. Creditors – amounts falling due within one year
As at
29 February 2024
As at
28 February 2023
£’000 £’000
Accruals 221 181
Applications cash (see note 19)
826
425
1,047 606
Included within accruals is nil (2023: £nil) in relation to performance fees payable.
Applications cash is cash received from investors to Puma Alpha VCT but not yet allotted.
12. Management performance incentive arrangement
On 5 July 2019, the Company entered into an Agreement with the Investment Manager such that they
will be entitled to a Performance Incentive Fee (“PIF”) payable in relation to each accounting period,
subject to the Performance Value per Share being at least 120p at the end of the relevant period. The
amount of the PIF will be 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 120p 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.
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 PIF continues to be calculated in the manner described above.
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
Allotted, called up and
fully paid: Ordinary shares
of £0.01 each 25,534,137 18,460,066 255 185
Redeemable preference
shares of £1 each - - - -
During the year, 7,074,071 shares were issued at an average price of 130.8p per share (2023: 5,855,244
shares were issued at a price of 130.4p per share). The consideration received for these shares was £9.3
million (2023: £7.6 million).
The rights attached to the Ordinary Shares have been disclosed within the Corporate Governance
Statement on page 41.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
61
14. Net Asset Value per
Ordinary Share
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Net assets
27,666,338 24,095,381
Number of shares in issue
for purposes of Net
Asset Value per share
calculation
25,534,137 18,460,066
Net Asset Value
per share 108.35p 130.53p
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:
As at
29 February
2024
As at
28 February
2023
£’000 £’000
Financial assets at fair value
through profit or loss 23,509 19,731
Financial assets measured
at amortised cost 2,561 634
Financial liabilities measured
at amortised cost (221) (181)
25,849 20,184
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 period.
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
Investments in loan notes 2,279 449
Cash at bank and in hand 1,817 3,911
Applications cash
(see note 11 and 19) 826 425
Current asset investments 3,534 -
Other receivables 282 185
8,738 4,970
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.
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.
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 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
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
62
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 28.
The management of market price risk is part of the
investment management process. The portfolio is
managed with an awareness of the effects of adverse
price movements through detailed and continuing
analysis, with an objective of maximising overall
returns to shareholders.
Holdings in unquoted investments may pose higher
price risk than quoted investments. Some of that
risk can be mitigated by close involvement with the
management of the investee companies along with
review of their trading results.
100% (2023: 100%) of the Company’s investments
are unquoted investments held at fair value. 85% of
the portfolio (69% 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 9.6% (£30.3m). Conversely,
a decrease in the multiple used by 20% would
decrease the net asset value by 9.2% (£25.1m). 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 Directors’
Report and the Strategic Report. The Company’s
overall liquidity risks are monitored on a quarterly
basis by the Board. The Company maintains access
to sufficient cash resources to pay accounts payable
and accrued expenses.
Fair value interest rate risk
The benchmark that determines the interest paid
or received on the current account is the Bank of
England base rate, which was 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.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Rate status
Average
interest rate
Period until
maturity Total
Cash at bank - RBS
Floating 0.00% - 180
Cash at bank - RBS
Floating 1.70% - 1637
Applications cash – NatWest
(see note 11 and 19) Floating 0.00% - 826
Loan notes
Fixed 9.20% 52 months 2,279
Balance of assets
Non-interest bearing 23,791
28,713
63
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.
Rate status
Average
interest rate
Period until
maturity Total
Cash at bank - RBS
Floating 0.00% - 3,911
Applications cash – NatWest
(see note 11 and 19) Floating 0.00% - 425
Loan notes
Fixed 10.00% 38 months 449
Balance of assets
Non-interest bearing 19,916
24,701
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 period as follows:
As at 29
February 2024
As at 28
February 2023
Level 1
Current asset investments 3,534 -
Level 3
Unquoted investments 22,254 20,180
25,788 20,180
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 of both loan and equity
instruments, which are considered to be one
instrument due to them 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 25.
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.
64
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. Further details of the
transactions with these entities are disclosed in
the Directors’ Report in page 33 and in note 3 of
the financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors Report from
pages 32 to 35.
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.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
20. Post Balance Sheet events
Post year-end, a further 1,419,795 ordinary shares
have been issued for cash consideration of £1.6m.
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 £0.9m at June 2024. The valuation
at February 2024 was £3.1m.
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
£0.2m, meaning a net decrease to the NAV of £0.2m
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 Alpha VCT investing an additional
£41k. This round valued the company at £35m
which values the VCT’s initial investment at 2x the
invested sum. This has resulted in a £0.2m NAV
uplift at June 2024. At February 2024 Iris was held
at cost of £0.2m.
65
Notice of Annual
General Meeting
Puma Alpha VCT 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 14 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 Egmont Kock 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 Richard Oirschot 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 Michael van Messel 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 £0.01 each in the Company (“Shares”) up to an
aggregate nominal amount of £335,000, 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 £26,954, 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).
66
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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 4,040,394;
10.2 the minimum price paid for a Share is £0.01;
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 14 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 £26,954, 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.
67
Eliot Kaye
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London
SW1A 1LD
Dated: 14 June 2024
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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
68
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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.
(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 12 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 12 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 26,953,932 Ordinary Shares. The total
number of voting rights in the Company as at 13 June 2024 is 26,953,932. 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.
69
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
(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.
(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 65 of the Report is the notice of Annual General Meeting which will be held on 14 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 71 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 £26,954 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 14 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, 14 November 2025, up to an aggregate nominal amount of £335,000
(representing approximately 124.3 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.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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).
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.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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 (£ 0.01 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 72 to 75) 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.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Terms and Conditions of the Dividend Reinvestment Scheme
1. Elections to participate in the dividend reinvestment scheme of Puma Alpha VCT 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 £0.01 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.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
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.
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.
75
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.
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
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Notes
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Notes
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PI002255 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 private limited company in England and Wales No. 08210180.