PUMA ALPHA VCT ANNUAL REPORT AND ACCOUNTS 2022
ANNUAL REPORT
& ACCOUNTS
2022
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Chairman’s statement
F
inancial highlights
Investment manager’s report
Qualifying investments
Investment portfolio summary
Directors’ biographies
Strategic report
Directors’ report
Directors’ remuneration report
Corporate governance statement
Independent auditor’s report
Income statement
Balance sheet
Statement of changes in equity
Notice of annual general meeting
Form of proxy
CONTENTS
Puma Alpha VCT plc Annual Report and Accounts 2022
1
DIRECTORS
Egmont Kock (Chairman)
Richard Oirschot
Michael van Messel
Paul Frost
11939975
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investment Management Limited
Cassini House
57 St James’s Street
London SW1A 1LD
SLC Registrar Highdown House
Yeoman Way
Worthing
West Sussex BN99 3HH
MHA MacIntyre Hudson
Statutory Auditor
6th Floor, 2 London Wall Place
London EC2Y 5AU
Howard Kennedy
No 1 London Bridge
London SE1 9BG
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
Howard Kennedy
No 1 London Bridge
London SE1 9BG
The Royal Bank of Scotland plc
Western Branch
60 Conduit Street
London W1S 2GA
2
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
3
First exit achieved
(post period end) with
the sale of Tictrac,
doubling the sum
invested in only 26
months of hold
Five additional
qualifying
investments made
17.6% increase in Net
Asset Value (“NAV”)
to 136.48p per share
(‘the Company’) for the year to 28 February 2022.
The Company’s NAV per share at the end of the year stood at 136.48p a 20.38p and
17.6% uplift from the same time in the previous year. This uplift has been driven by
impressive performance across a number of the Company’s qualifying investments,
which is particularly satisfying given the prevailing market conditions.
The overall NAV movement arises from those uplifts less set-up fees and running costs.
The Company has not to-date held listed equities or other liquidity management tools
the year was £3.0m (2021: £1.6m).
We are happy to report that at the year end the Company had raised £4.3m, and since the
year end a further £3.7m has been raised. This gives the Company additional deployable
shareholder base. These funds were raised in a competitive fundraising market, with 27
VCTs raising versus 21 in the prior year. This level of fundraising, for a relatively new VCT,
compared favourably to the other VCTs in the market that were launched at the same
fundraising will accelerate.
qualifying investments having been made in the period, alongside other Puma managed
funds. These investments were: £1.0m into Deazy, a software developer marketplace
platform; £0.90m into Everpress, an e-Commerce marketplace for independent designers;
a follow-on investment of £0.53m into Dymag, a manufacturer of specialist car and
motorbike wheels; a follow-on investment of £0.60m into Cameramatics, an international
Connectr, a Human Resources technology company. This brings the overall number of
qualifying investments to nine.
have generated positive valuation movements as the positions were adjusted from being
defensive investment structure which has helped secure value.
Connectr has continued to perform strongly and was written up accordingly, also
wellness app investment, was written up in value based on a potential acquisition that was
well progressed at the period end and completed post period end on the 30 April 2022.
Le Col had a small write-up in value and has continued to perform well YoY, but revenue
growth in the latter months of the period showed signs of slowing.
Dymag has had a small write-up in value. Whilst It’s pipeline of orders has grown
substantially in recent months; meeting demand continues to be impacted by supply
chain and internal production delays. Post period, in early May 2022, Dymag announced a
strategic partnership with Hankuk Carbon Co Ltd, a major manufacturer of advanced
carbon composite materials, which initiated a period where the companies would work
together to scale up production and explore strategic investment. This has potential to
spur material growth for Dymag.
At the time of writing, the Company has over £4m ready to deploy.
This, together with the fact that the VCT is still relatively new and
therefore not burdened with a large legacy portfolio to defend,
positions the Company well to continue taking advantage of the
post Covid landscape. 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. The investment team has heads of terms
agreed for three further potential investments, which gives us
Allocation of non-qualifying holdings will continue to be
considered by the Investment Manager as the economic
outlook continue to evolve.
The Company’s NAV stood at 136.48p (2021: 116.10p) at
revaluations, totalling £4.3m across the Company’s qualifying
investments, less running costs.
PricewaterhouseCoopers LLP (“PwC”) provides the Board and
the Investment Manager with advice on the ongoing compliance
with HMRC rules and regulations concerning VCTs and has
reported no issues in this regard for the Company to date.
PwC and other specialist advisors will continue to assist the
Investment Manager in establishing the status of potential
investments as qualifying holdings. PwC will continue to monitor
rule compliance and maintaining the qualifying status of the
Company’s holdings in the future.
Market conditions and investor sentiment have been badly
impacted by recent geo-political and economic events,
especially the war in Ukraine and further Covid lockdowns
in China. This has led to an increase in uncertainty and
volatility coupled with a reduction in liquidity and activity.
lead to continued upward pressure on interest rates and/or
pressure on governments to reduce spending, and markets
are still adjusting to this change in conditions.
for agile businesses focused on resilient sectors. Compared
with others in the market, this VCT is relatively new, and therefore
can adapt quickly to a volatile economic environment when
developing its portfolio. Notwithstanding the many short-term
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
on sectors that are well placed to navigate the current headwinds.
a portfolio capable of delivering attractive returns to shareholders.
Egmont Kock
Chairman
23 May 2022
AS AT 28 FEBRUARY 2022
COMPANY DETAILS AND PERFORMANCE
INVESTED BY INDUSTRY (COST)
INVESTED BY INDUSTRY (FAIR VALUE)
Software & Computer Services
Industrials
Media
Consumer Goods
Software & Computer Services
Industrials
Media
Consumer Goods
£17.20m
Net Assets
136.48p
NAV/share
20.38p
Change in NAV/share for the year
£3.03m
FUNDRAISING AND CASH
QUALIFYING INVESTMENT ACTIVITY
17.6%
Increase in NAV/share for the year
£4.5m
Cash available for new investments
post the year end
91%
of NAV invested in qualifying investments
65%
Increase in qualifying portfolio value over cost
1.9x
Realised return on holding in Tictrac after
the year end
£4.3m
Cash raised during the year
26.03p
Return per ordinary share
£3.7m
Cash raised post the year end
43%
17%
12%
28%
44%
18%
7%
31%
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
4 5
AS AT 28 FEBRUARY 2022
Puma Alpha VCT plc Annual report and accounts 2022
Rupert West Managing Director
I’m delighted to see so much progress and value
creation within the Company’s portfolio over
the last twelve months and believe this is further
validation of our extremely hands-on approach
to portfolio management.
There is no doubt that working to help our portfolio companies
as much as possible contributes towards more powerful and
consistent results and exits. This is further evidenced by the recent
realisation of the Company’s holding in TicTrac, which was acquired
by the listed Canadian telehealth business, Dialogue, in May 2022.
The sale of TicTrac provided an attractive money multiple and a
positive Internal Rate of Return for our investors.
I do however need to add some caution when considering the
current investment horizon as we remain in a particularly uncertain
and challenging investment environment. As I cautioned last year,
the Covid era was “not a ‘conventional’ recession”, and the levels of
government support we saw, left several companies alive, but weak,
with very stretched working capital positions. Much of the economy
remains far from robust and it is now also being exposed to several
are and will be, profound. In deciding to weaponise the privilege
of running the global reserve currency and freeze Russian dollar
assets, the US has made a very material move on the world stage.
Surprisingly this has not been discussed widely in the mainstream
Russia access to Russian dollar holdings, thereby signalling that
they were the US’s dollars all along.
We believe that such a move will dissuade China from depositing
spare funds in US Treasuries, and subsidising consumers in the
West through a depressed exchange rate (and correspondingly
cheap exports). In the medium term that might boost the
reshoring of manufacturing in the West, but in the near term is
squeeze on lower-income consumers.
Such a clear signal from the US may also hasten attempts by
China to develop a rival international settlement currency. This
risks accelerating a split between a Western economic sphere
and a Chinese economic sphere – the implications of which
would be felt across global trade, supply chain management,
logistics and tech. We believe it would also have permanent
cost implications for Western producers and consumers.
Increased fuel prices, caused generally by co-ordinated global
on the conversion to renewable energy sources.
from increased demand coupled with supply-chain disruption; as
manufactured consumer goods – is being diverted for military
use, just as it is being called on for wind turbine manufacture.
And whilst much of our society has now appeared to have ‘moved
on’ from the Covid pandemic, sadly it remains very much with us.
Whilst the UK has had a fairly successful vaccination-and-exposure
policy, we are seeing friction between surging demand and labour
force shortages. Hospitality, travel, logistics and construction have
all experienced operational challenges in recent months, and this
will not improve for some time.
For China, holding on to its zero Covid policy and implementing
a series of rolling lockdowns of real severity is going to become
more challenging as the rest of the world opens up. With China
still being such a large manufacturing hub, this cannot help but
cause supply-chain disruption to Western producers and in turn,
as simple as diverting all our investment activity to gold miners (not
permitted within the VCT rules). On a medium to long-term basis,
and when investing into illiquid private companies, you’d better have
an eye on the medium to long term – if not for your own holding
period, then for the people you want to sell the positions to.
The world’s population is getting older, and not just in the West.
Ageing is very real for China as well. As populations age, spending
is diverted to saving (and then controlled dis-saving through
experience ever since 1990).
In summary, we are looking at an uncertain and high-risk backdrop.
For new investment activity, we will maintain a genuine multi-sector
investment approach, but will add consumer-facing positions
selectively - retaining our bias toward premium (higher-margin)
a clear cost-saving proposition. As ever, we will work extremely
closely with the companies we back and help them hone their sales
messages and sales team structures to maximise their growth.
Puma Alpha VCT plc Annual Report and Accounts 2022
6 7
9
It is clear that premium fashion
brands have had a turbulent
time during the pandemic,
but the sector is now starting
to see a strong recovery. While
there are still challenges in terms
constrictions, we believe that the
sector will see positive revenue
improvements during 2022.”
Ben Leslie
Investment Manager, Puma Private Equity
According to the latest research from McKinsey, global
fashion sales are on track to pick up some momentum this
year, as restrictions start to ease, and consumers are freer
to travel and resume their social lives in many key markets
around the world.
the pandemic like many other premium fashion brands,
it is in a strong position to capitalise on any uptick in
consumer demand, given the investments made over the
last two years in both its people and its underlying capability.
closed, the business had strong sales online, which were
boosted by investments into a new ecommerce web
platform, designed to optimise the shopping experience
stores were able to re-open, the business had its strongest
sales months throughout the summer. Sales from the
retail store in Earlham Street, London, and in concession
opened further stores in the Royal Exchange, London,
and Lower Manhattan, New York, and recently announced
it plans to open three further stores in the US.
including the opening of additional stores in US in
areas with high e-commerce led demand.
It also has a number of collaborations in the pipeline,
to broaden both range and appeal. It is further
investing. in its ecommerce platform, with a view
to optimising online sales further during 2022.
McKinsey, The State of Fashion, 2022.
Puma Private Equity is the private equity division of Puma Investments.
£5.26m
Investment
(Alpha VCT participation £1.08m)
SECTOR
Premium Athleisure Wear
LOCATION
Europe
ESTABLISHED
2012
EXPANSION
US
%%
45
REVENUE GROWTH
2020/21
CASE STUDY
Looking to
conquer the US
In 2020, the Puma Funds invested £3.59m into
Aligning Swedish functionality with French
bodywear brand, having been voted one of the
three best swimwear brands for men in 2020
by Vogue magazine. In February 2022, Puma
Funds made a further investment of £1.67m,
to enable the business to continue its overseas
expansion, particularly in the US.
8
11
OUR INVESTMENT VIEW:
Claus and his growing leadership team
have made huge leaps forward in terms
of their geographic and propositional
brand with ambitious growth plans,
and we are committed to helping them
continue on their journey.”
Ben Leslie
Investment Manager, Puma Private Equity
RON DORFF’S VIEW:
We are delighted to have Puma on
board, not only as an investor, but also
as a close business partner. Their
support will allow us to continue to
share our passion for what we do best
– providing customers with the leading
premium bodywear product in the
market – whilst enabling our geographic
expansion over the coming years.”
year-on-year revenue growth with successful
expansion into international markets, as well
as a number of collaborations and strategic
partnerships. While recent years have been
more challenging, revenues have remained
strong and stable, and the investment into
ecommerce has enabled it to increase online
sales by more than 50%.
The investments we have made – which include
an additional investment of £1.67m in February
focused on the US.
potential to maximise global expansion being
a particularly attractive opportunity.
team, who bring a wealth of experience from
across the fashion and digital world, including:
CEO
was Managing Director at BETC Luxe.
– Caroline Pannhasiri
Caroline Pannhasiri joined from The Kooples.
Head of E-commerce and Digital – Ibrahim
Rahni. Ibrahim Rahni joined from Serge Blanco.
ethical goals for the years ahead. From the people
making the products to the fabrics it uses, right
through to how it minimises transport around the
globe and its overall impact on climate.
uses are recycled and can be easily recycled in the
future. Recycled polyester in its swimwear, recycled
wool in its knitwear, recycled paper in its shopping
bags and online boxes, are just a few examples.
as possible to its warehouse outside Paris. 90%
of production is made in France (accessories), Italy
(knitwear), Portugal (underwear, swimwear and
sportswear) and Sweden (body care). All production
is transported by train or by truck. In addition,
that are able to disclose the carbon footprint of
freight, and it is actively working on reducing the
environmental impact of transport.
respect the rigorous labour laws of the European
Union. Suppliers outside the EU all adhere to Ron
The code stipulates minimum requirements for
working conditions, based on the International
Labour Organization (ILO) and UN principles.
This includes the right of all workers to join trade
unions, the right to a living wage, reasonable hours
of work, safe working conditions and a legally binding
employment contract. Child labour and all forms
of discrimination are strictly banned.
10
13
The Parker Review was set up to improve levels of diversity and
inclusion at large companies in the UK. First published in 2017,
the report set a target for every FTSE 100 company to have at
least one director from a minority ethnic group on its board by
2021, with FTSE 250 companies given until 2024. This created
a large pipeline of organisations looking to improve levels of
diversity at board level, and throughout the wider organisation.
The report highlighted the need for mentoring programmes as
a tool that can “bring down ethnic barriers and empower talent”.
Recent analysis suggests progress is being made – certainly within
larger organisations. According to EY 89 FTSE 100 companies
had ethnic diversity on their boards (December 2021), compared
to 74 in November 2020.
also highlighted that the Black Lives Matter movement has shifted
the quality of the conversation, so that actions and initiatives are
being reviewed with increased scrutiny. Mentoring programmes
are now increasingly seen as “important elements of the overall
approach to ensuring the greater representation of ethnically
diverse individuals at senior levels”.
Given the continued focused
on under-representation in
organisations, we believe the
sector outlook for organisations
that can fundamentally shift
the dial on D&I is very healthy.“
Ben Leslie
Investment Manager, Puma Private Equity
EY London, press release, March 2022.
Puma Private Equity is the private equity division of Puma Investments.
£8.7m
Investment
(Alpha VCT participation £1.65m)
SECTOR
HR Tech
LOCATION
London
ESTABLISHED
2010
EXPANSION
Global plans
%%
45
REVENUE GROWTH
FY21 to FY22
CASE STUDY
Building belonging
across the world
Connectr
Connectr (formerly known as MyKindaFuture) is a market-
leading HR tech platform that provides smart mentoring
software to improve employee recruitment, retention and
attainment. It was born out of a desire to help organisations
improve D&I in their workforce, and Connectr’s software
has been developed to address key challenges in
our labour markets: namely under-representation of
minority and disadvantaged groups, skill shortages and
increasing employee attrition rates.
Puma initially invested £2.75m in August 2019 to support
Connectr to develop its core product. Following impressive
revenue growth in the following two years, Puma invested
a further £6m across two investment rounds (October 20
and December 21) to capitalise on the expansion
opportunities available to the company.
12
Connectr’s sole purpose is to help improve rates of diversity
and inclusion across the global workforce. The purpose
runs through everything it does, and it seeks to champion
meaningful employment itself.
Shortlisted in the British HR Awards 2022 in the Technology
Company of the Year and Innovation of the Year categories.
Connectr is led and managed by a highly experienced
a market that is becoming increasingly noisy. In recent
months it has increased its focus at board level for
a coherent D&I strategy that sits around its core
platform, and is focused on providing comprehensive
metrics that show where improvements are being
made. Clients are seeing strong ROI on programmes
being delivered by Connectr, including:
It has already partnered with multiple blue-chip global
employers to increase the diversity in the workforce,
e.g. GE on its Next Engineers programme, National
Grid, Heathrow.
Connectr has had a number of notable blue-chip wins
in the last year, including GSK, LinkedIn and the NHS,
and has a strong pipeline of opportunities for growth
both in the UK and internationally.
It also has product extension plans for a number of
clients that grow with the employee lifecycle – from
graduate to executive. It has already launched a new
workplace mentoring platform (“Connectr for
using the platform.
Connectr is in a growing sector, and has a number of
clear exit routes available to it at the appropriate time.
67%
reduction in candidate renege rate
41%
increase in diversity of hires
85%
average user engagement rate
CEO – Will Akerman
Experienced founder with a track record of scaling and
delivering exits.
– Rachel Morar
Rachel joined in 2013, background in corporate and third
sector sales.
– Mark Edgeworth
Mark joined Connectr in 2022 from BeMyEye and has
a track record of scaling SaaS sales and marketing functions.
– Ashley Taylor
OUR INVESTMENT VIEW
Connectr creates a positive social
impact for businesses, employees
and under-represented groups across
the UK. Our latest investment allows
Connectr to continue setting the
standards for its sector; further
developing its market-leading mentoring
platform and supporting its clients to
attract the best talent to create an
environment that enables people to
thrive. We are delighted to continue
supporting Will and the team on the
next stage of their journey, and look
forward to seeing the company grow
over the coming years.”
Ben Leslie
Investment Manager, Puma Private Equity
CONNECTR’S VIEW
This new funding from Puma will enable
us to continue building on our success
within the emerging talent space,
supporting diversity and inclusion in the
wider workplace and achieving our goal –
to reduce unemployment and build
a sense of belonging for all.”
Will Akerman
Connectr’s Founder
1514
Puma Private Equity is the private equity division of Puma Investments.
17
Ostmodern is a specialist in the management of digital
video-on- demand in the mid-2000s. The growth of digital
has disrupted sectors that were traditionally serviced in
person, and are increasingly being serviced through video.
The market is now enjoying new waves of rapid growth, with
a proliferation of streaming platforms and media devices,
and increasing demand from sectors outside the traditional
training courses.
As part of our investment, we have worked closely with
management to help nurture company culture, and ensure
that the company’s vision permeates through the
organisation to all employees.
We have looked to establish clear reporting lines and
dashboards, to help the board better monitor performance
across all functions.
The next 12 months will be about achieving product
The company also intends to deliver a number of product
development updates, including faster integration and
reducing server costs for clients when using Skylark.
£2m
Investment
(Alpha VCT participation £0.9m)
SECTOR
Software, Video-on-Demand,
Content Management
LOCATION
UK, with commercial presence
in the US and the
ESTABLISHED
2007
EXPANSION
International
%%
3
REVENUE GROWTH
2020/21
CASE STUDY
Build and scale
world class
streaming products
Ostmodern
Ostmodern is a digital product specialist and creative technology
company. The team collaborates with businesses to develop
unique digital products and services. It has produced bespoke
across the world, including Fox, ITV and hayU.
Building on the management’s expertise in the video-on-demand
sector, Ostmodern has developed a Video Management System
(VMS), Skylark, to enable content owners to better manage and
commercialise their video content. In December 2020, Puma Funds
invested £2m in Ostmodern, to enable it to further develop the
Skylark product and continue its transition from a service provider
owners. The investment has also helped the company to establish
a sales structure to commercialise the product internationally.
16
18 19
– Taylor Riese
Taylor has sought to set up a scalable B2B sales structure
to sell the Skylark product. He joined in July 2021, with ten
years of commercial experience with Verizon, where he was
MD of EMEA and India sales.
The company has also hired two new sales representatives
to cover EMEA and APAC.
Head of Marketing – Lasharna Turner
Lasharna joined in August 2021, to set up an omni-channel
marketing function. Lasharna joined with sector experience,
to establish product messaging, improve the company’s
understanding of its target market, and work closely with
the new sales team to optimise lead generation.
The pandemic has accelerated the use of
digital across many facets of daily life, and
content owners are increasingly looking to
commercialise their content. Sectors such
as sports, education and retail are expected
to move in a similar direction to media
the serviceable market for Ostmodern.
Ostmodern is a relatively established
business, with an experienced senior
management team. While the pandemic
expected revenue growth, the company
adapted its go-to-market strategy, and has
maintained a healthy pipeline of clients for
During this period, our investment has
enabled the business to further develop
the product, reduce onboarding costs,
standardise the product framework,
and establish a sales and marketing
structure, to better position its message
to the target market and ramp up sales.
OSTMODERN’S VIEW
It is great to have Puma on board, a leading
the value of a strong brand and a
company’s position within its marketplace.
We feel the Puma team has real empathy
for what we have achieved and the
potential for our Skylark Platform.”
Tom Williams
CEO, Ostmodern
OUR INVESTMENT VIEW
We are delighted to be supporting
Ostmodern’s strong management team,
as they draw on their long-standing
experience in the industry to capitalise
on the considerable growth of video-on-
demand that we are seeing worldwide.
With customer and end-user experience
becoming increasingly important in
our new digital landscape, we look forward
to seeing the team lead the way in the
rich media market.”
Kelvin Reader
Investment Manager, Puma Private Equity
Puma Private Equity is the private equity
division of Puma Investments.
CASE STUDY
Driving new
standards in
vehicle safety
CameraMatics
CameraMatics, (formerly known as MySafeDrive Limited)
for businesses, designed from a deep understanding of the
within seven months on average. Working across Ireland,
the UK and US, the business is positioned at the forefront of
operators reduce risks and drive new safety standards.
In 2021, Puma Funds invested £4.72 m into CameraMatics,
with the investment primarily focused on supporting the
additional expansion of the US branch of CameraMatics,
following recent successes in the UK.
20 21
OPEN HOUSE’S VIEW
Having worked with Puma Private Equity for
over a year now, we are extremely pleased to
have partnered with them. We have found
their interest and engagement in the day-to-
day running of the business reassuring, whilst
also being highly resourceful and supportive
with ideas and problem- solving. For
instance, we were having constant issues
with a payment provider, but a few phone
calls through the Puma network unlocked
the issue within days.
I would highly recommend them as
personable and human approach to all
aspects of business operations one of their
many strengths.”
Ankur Wishart,
Co-Founder & Managing Director, Open House
According to Fortune Business Insights, the global
at $18.2bn in 2021, and is projected to grow to
$67.4bn by 2029. This is fuelled in part by the
growth in online shopping, but also the need to
and safety is expected to see sustained growth
to support more optimised supply chains, and
reduce economic and environmental impacts.
In addition to the existing team, key hires
have been made in the following areas:
– Darren O’Donohoe
Previously worked at Digicel.
Head of UK Sales
Previously worked at The Vehicle Group.
Head of US Sales – Michael Menolascino
Previously worked at SmartDrive.
Marketing Director – Richard J Moore
Previously worked at Inmarsat.
OUR INVESTMENT VIEW:
safety technology solutions, and this funding
will enable it to strengthen its position in
the global market. With the adoption of
IoT solutions by the telematics industry
accelerating, this investment will position
the company to capitalise on the growing
market opportunities globally.”
Jonathan Wyles
Investment Director, Puma Private Equity
CAMERAMATICS’S VIEW
IoT is the future. With the market growing
well-placed to continue expanding our
business and develop our software
solutions.”
Mervyn O’Callaghan
CEO of CameraMatics
related carbon emissions is not always straight
forward. Techniques to reduce the number of
vehicle journeys rely on actionable data insights
to encourage drivers to drive more economically,
which aren’t always obvious. The CameraMatics
cloud translates the big data from an array of
devices into actionable insights. These enable
• Route optimisation and associated reduction
in fuel costs
• Reduced vehicular wear and tear, and
associated reduction in servicing and parts.
CameraMatics has also recently been selected
by the Bord na Móna to take part in its ‘Accelerate
Green’ programme, for businesses focusing on
sustainability and climate action.
Fortune Business Insights, April 2022.
Puma Private Equity is the private equity
division of Puma Investments.
22
• 2021 Technology Ireland Emerging
Company of the Year 2022 – Nominated
for EU Future Unicorn Award.
• CameraMatics Co-Founder and CEO,
Mervyn O’Callaghan has been named
‘Founder of the Year’ 2021 by Enterprise
Ireland as part of its prestigious High
Performance Start-Up (HPSU)
programme.
• CameraMatics was a Finalist in the
Business Car Awards 2021, shortlisted for
the Risk Management and Safety Award.
• Prestige Awards 2021 Technology
Solutions Specialist of the Year.
The business has made large investments
into the Sales and Marketing teams in 2021,
and the sales and order pipeline is growing
strongly. The plan for 2022 and beyond is
to continue the international expansion.
CameraMatics provides a scalable customer-centric solution
experience and knowledge. This focus on the key customer
they face is a key USP for the business. It has a consistent
track record of winning large enterprise contracts, that utilise
its scalable technology platform to solve real-world issues;
and the further easing of travel restrictions has also improved
sales performance.
Recently, the company announced that Maritime Transport
Limited, one of the largest transport and logistics operators
in the UK, has chosen CameraMatics as its Fleet Safety and
Telematics Partner.
£4.72m
Investment
(VCT Alpha participation £1.59m)
SECTOR
Fleet and Safety Technology
LOCATION
UK and Irleand
ESTABLISHED
2016
EXPANSION
US
%%
64
REVENUE GROWTH
FY21 to FY22
CASE STUDY
Matching the
growing demand
for software
talent
Deazy
Deazy is a platform that enables enterprise and PE/VC
backed growth companies to hire high quality software
developers, through intelligently matching developers
with project requirements. Founded in 2016, Puma Funds
invested £5m of equity into Deazy in December 2021,
to enable the business to scale its commercial teams,
so that it could accelerate its growth plans. It also sought
to double down on the functionality of its platform, and
further build out its own software development teams.
23
25
Given the continued penetration of all things digital into
all aspects of our business and professional lives, it’s no
surprise that globally there continues to be a shortage
of access to skilled software developers. According to
the Recruitment & Employment Confederation (REC),
programmers and software development professionals
is the third highest occupation with worker shortages
in the UK, and both Brexit and the pandemic did little but
increase the demand further for this talent pool in the UK.
In addition, the introduction of IR35 tax legislation, to
identity all those contractors who were working as
‘disguised’ employees, has further reduced the available
freelance software resources when companies need
them. Platforms such as Deazy’s, that enable talent to
be searched and matched to projects, have seen
a surge in demand.
Deazy has recently recruited an experienced Chief
the delivery of a market-leading platform experience,
and explore additional opportunities to drive revenue
expansion through the platform.
its current market, achieving impressive revenue growth
of 270% in 2021 – with December 2021 being its highest
grossing month to date. The company has done this by
growing with existing customers and expanding into new
segments, with increased stickiness and margin as a result.
Deazy operates in a market with strong fundamentals
driven by the shortage in supply of software developers.
in terms of how it aggregates supply. It achieves this
through working with delivery partners instead of
freelancers, and it’s attractive, since it enables organic
scale, given delivery partners can build out their teams
to service more demand from Deazy’s customers.
It is our belief that the experienced management team have
a clear understanding of their target customers’ needs and
how to scale up the delivery partner ecosystem, and we are
therefore backing a clear and coherent growth strategy.
Deazy is committed to smashing stereotypes, breaking
inequality, and rejecting discrimination. As a tech business
it is really proud to showcase its female talent. The majority
female product team is a rare sight in the tech industry,
which is made up of 75% men, and the organisation is
providing lots of support to help women succeed in tech
and provide role models for the industry.
Deazy is continuing to develop further its platform
develop new features to assist in capturing further
value from customers. It is also building out its sales
and customer success teams to drive new sales as
well and expanding revenue from existing clients.
Deazy will look to target customers where higher
margins can be achieved.
OUR INVESTMENT VIEW
The global demand for developers is vastly
outstripping supply, which is what made Deazy
such a compelling proposition for us. Deazy
connects companies to software developers
impressive growth to date.
Andy has built a fantastic team and platform
with an inherently scalable model, and the
business has an attractive opportunity to
capitalise on strong market fundamentals.
We are excited to partner with the Deazy team,
working together to grow and develop the
business during the next stage of their journey.”
Kelvin Reader
Investment Manager, Puma Private Equity
There has long been a shortage of development
talent around the world, but this has only
accelerated sharply since the pandemic and
the subsequent focus on digital transformation.
The investment from Puma will enable us to
scale our commercial teams on both sides of the
marketplace and take our platform experience
to the next level.”
Andy Peddar
CEO and Co-founder of Deazy
£5m
Investment
(Alpha VCT participation £1m)
SECTOR
Technology
LOCATION
London
ESTABLISHED
2016
EXPANSION
UK
%%
169
REVENUE GROWTH
2020/21
24
Puma Private Equity is the private equity
division of Puma Investments.
26 27
Riding high from
demand for
performance
cycling apparel
Le Col
CASE STUDY
Le Col has a very clear ambition to be the pre-eminent
performance cycling apparel company in the world.
In 2018, Puma Funds invested £2.35m to support
Le Col’s initial growth plans, and following continued
strong performance, a further £4m was invested
in 2020 and February 2022. This additional investment
was to fuel the company’s overseas expansion as well as
According to research published by the Bicycle Association, the UK
cycling market was worth £2.31bn in 2020 – an increase of 45% over
2019. Cycling has seen a renaissance since the Covid-19 pandemic
struck, given much of the leisure sector was closed for a
considerable period and people looked to alternative options for
their exercise. According to Mintel, more than 1 million extra adults
starting cycling in 2020, and there was a 57% rise in the number of
children cycling in the summer of 2020 compared to the previous
year, so we are seeing rising participation rates among adults and
children, which have continued throughout the pandemic.
In addition, fuelled by the growing interest in climate change and
reducing our carbon footprint, the e-bike market has also seen
sales surge, with Forbes suggesting that in European countries, by
2030 17 million e-bikes will be sold a year, which is more than twice
the number of passenger cars being registered currently in the EU.
Overall, the cycling sector in terms of participants as well as
participation rates looks to be on the increase, which is good news
for organisations such as Le Col.
Le Col continues to invest heavily in its product, with additional line
extensions, as well as more R&D into materials and cuts that help
improve the performance cycling kit. Even the smallest changes
Le Col is also looking to continue its international expansion, with
investment into the US and Europe in particular, where the overall
cycling markets are continuing to grow.
1
Bicycle Association press release, UK cycling market valued at £2.31 billion in
2020, reports BA –Business –BikeBiz
Mintel, UK Cycling Report 2021, UK Cycling Market Report 2021 (mintel.com)
Forbes website, E-Bike Sales To Grow From 3.7 Million To 17 Million Per Year By
2030, Forecast Industry Experts (forbes.com)
£6.35m
Investment
(Alpha VCT participation £0.72m)
SECTOR
E-commerce (cycling)
LOCATION
Europe
ESTABLISHED
2011
EXPANSION
Global
%%
60
REVENUE GROWTH
2020/21
28 29
OUR INVESTMENT VIEW:
Le Col is in an extremely exciting
position, having achieved explosive
growth since our initial investment.
The business continues to expand at
pace internationally by delivering on
its proposition of performance-led
excellence, energy and passion for
cycling. Its sponsorship of leading
women’s and men’s cycling teams is
also helping the brand gain traction
across a much broader audience, and
we are excited about what the future
holds for Le Col in 2022 and beyond.”
Harriet Rosethorn
LE COL’S VIEW:
I am pleased with the support from
Puma, which continues to back us
again and again and push us to the
next level. We have so many plans
in the pipeline, which will help drive
our business globally.”
Yanto Barker
Le Col Founder and CEO
Le Col has worked on several projects
that encourage people to cycle and
to live a more active and healthier
discount on its products, when people
completed 250 minutes of recorded
activity within a challenge period, and
it regularly works with Strava on
incentivising exercise and challenging
yourself to do more activity.
Le Col is also passionate about
women’s cycling, and helping deliver
female riders to the biggest stages
in the sport. It has recently tripled its
investment in cycling team Le Col –
Wahoo - who will be participating in
the Women’s Tour de France in 2022,
and has agreed investment for
a further two years, so the team
can continue to build.
The team have secured a number
of new hires including:
Head of Product Development
Jennifer Choi, (ex Rapha).
Digital Director – Andrew Longley
(ex Asics, Ben Sherman).
Le Col has seen explosive growth over recent
years – fuelled in part by renewed interest in the
cycling sector, but also because of the quality
of its product, which has helped deliver results,
particularly for competitive cycling. The business
has an impressive management team who are
investment in brand and sponsorship is starting
to pay dividends, with an increase in brand
awareness and salience.
ambassadors, including Victoria Pendleton and
Bradley Wiggins, and has secured a number of
strategic partnerships – including with McLaren,
to develop high-performance materials that deliver
a step change in aero-cycling apparel.
Le Col will also be returning to the cycling World
Tour this year, with a new deal to become the
technical clothing provider for Bora-Hansgrohe,
in a deal that sees the two parties embark on
a three-year journey together.
uma Private Equity is the private equity
division of Puma Investments.
There is no doubt that the pandemic brought about change to many
industries, but none more so than those dedicated to employee health and
wellbeing. The toll that the pandemic took on many people’s mental health,
being placed on holistic and mental health and wellbeing. In a recent survey
by JLL, 86% of employers in the UK stated they were changing their
approach to employee health and wellbeing as a result of Covid-19, and
more than half of US companies are now providing dedicated mental and
In addition, a number of companies are now increasingly looking at data
and wearable tech, to see how they can better support their workforce.
Apps that can track cognitive function and help deliver personalised insights,
competitions that seek to incentivise collective health and wellbeing,
along with tailored health programmes and digital coaching, are all being
considered by companies, large and small. It’s no wonder then, that some
forecasters estimate the market for employee wellness software to be
worth $370m by 2026.
1
JLL, Future of work, The new ways companies are investing in
employee wellbeing (jll.co.uk)
Global Employee Engagement Software
Market Size to reach around 370 USD Million by 2026 with CAGR of
Tictrac’s sole purpose is to drive
better engagement in people’s
health and wellness; it has
a huge amount of data from
a number of large organisations
it works with. It suggests huge
successes in terms of employee
wellbeing, including:
65%
increase in completed
health assessment
52%
uptake of customers
onboarded to wellness
programmes
40%
increase in health
engagement
CASE STUDY
Engaging employees
for a healthier future
Tictrac
Tictrac is a provider of wellbeing software and services that are
designed to engage, inform and enable businesses to take better
care of their employees’ health and wellbeing.
It provides exclusive content to its users, as well as taking information
action plans. Tictrac has gathered powerful evidence that use of its
platform reduces sedentary behaviour among large workforces, with
associated positive outcomes for engagement and wellbeing. Tictrac’s
main customers are large insurance companies, such as Aviva, Allianz,
Puma Funds invested £5m in Tictrac, to capitalise on the technology
investments made, and build out its distribution and content provision.
In 2020, Puma Funds invested £5m in Tictrac, to capitalise on the
technology investments made, and build out its distribution and
content provision. On 3 May 2022, the Company successfully
exchanged on a sale of this position and realise gains. This generated
a cash multiple of nearly twice investment for the Company.
30 31
TICTRAC’S VIEW
Now more than ever, companies have a greater
role and responsibility in supporting the health
of their workforce. And while businesses are
focused on sustaining retention and productivity
– particularly with so many people working
remotely – they are now tasked with trying to
navigate health issues such as burn-out, and
striking a healthy work-life balance. Funding
from Puma has allowed us to bring this product
to market and move to the next phase of our
business. The aim at Tictrac is to inspire people
to become more accountable for their
own health, and change the way people look
our employee wellbeing platform will help
achieve that.”
Martin Blinder
CEO and Co-founder of Tictrac
OUR INVESTMENT VIEW
Increasingly we need to take greater
responsibility for our own health. Thanks to
companies like Tictrac, this is becoming easier
to do on a day-to-day basis. We have been
consistently impressed with Tictrac’s ability
to heighten health and wellbeing engagement,
which in turn will help alleviate some of the
pressures our health services continue to face.
Through this investment, we are pleased to
support Tictrac’s pivotal work in helping the UK
achieve these goals, and we look forward to
aiding the company’s continued growth over
the coming years.”
Rupert West
Managing Director, Puma Private Equity
its customers and their employees. Over the last few years
the company has built strong relationships with a number
to include more bespoke content and additional services.
The founders have assembled a strong management team,
which they continue to add to with new specialist skills,
and they have gained a strong foothold in an industry that
has seen a surge in interest in recent years.
Tictrac continues to win new clients – Howdens was
a notable win in 2021– and it has a number of pipeline
developments with clients across Europe and Asia.
Tictrac has made a number of new hires recently, including
the appointment of James Henson as Chief Product and
BorrowMyDoggy and Moonpig.
• Innovator of the Year,
British Small Business Awards 2018
• Hottest Health Tech Start-up Finalist,
European Tech Start-up Awards 2018
Tictrac plans to continue building upon
its established relationships with the
programmes become more holistic
and further embedded into organisations
beyond the key pension/life/health
insurance provision, the ability to provide
meaningful engagement and data with
employees’ health will be key.
£5m
Investment
(Alpha VCT participation £0.6m)
SECTOR
Software Computer
Services
LOCATION
London
ESTABLISHED
2010
EXPANSION
Europe, Asia and US
32 33
Puma Private Equity is the private equity
division of Puma Investments.
34 35
There has been a huge growth in online shopping in
recent years, along with an increasing awareness of
ethical fashion and consumers’ desire to support
grassroots businesses. A recent report by McKinsey,
suggested that more and more people were buying
clothing online before the pandemic, and that
“behaviours that started before 2020 have become an
established, even dominant, preference”. It goes on to
suggest that there has been a secular shift in shopping
patterns, with the result being that ecommerce is
expected to account for 50% of purchasing in the UK
clothing market in 2022, compared with 35% in 2021.
Everpress is well-placed to capitalise on the growth
of online shopping, which has been accelerated by
the pandemic, along with increasing awareness of
ethical fashion.
The business has shown an impressive growth
trajectory: since 2017 revenues have grown 70%
year-on-year on average, and the business has
There is a strong management team in place, and
a clear business plan in a growing sector. We believe
and buyer experience, and we are already working
with Everpress on investments to improve its product.
CEO – Alex Econs
Experienced entrepreneur with a background in graphic
design and applying technology to improve sustainability
within the industry.
– Simon Backhouse
Simon previously worked at Fiorucci, ASOS, Arcadia.
untapped potential in existing markets
where the organisation already has
a clear footprint, both operationally
and in terms of production.”
Ben Leslie
Investment Manager, Puma Private Equity.
1
McKinsey, Six Vectors of Success in Online Fashion, May 2021.
Puma Private Equity is the private equity division of Puma
Investment Management Limited
CASE STUDY
Designing more
personalised
clothing
Everpress
In August 2021, Puma Funds invested £3.2m into
Everpress, an online platform that connects consumers
to unique and sustainable products from independent
designers. Everpress started with a simple mission –
to support grassroots creators and reduce waste in
fashion. Today, it provides a full-service solution through
which creators can upload their designs and create
campaigns – using the platform’s toolkit to choose
garment types, sale duration and prices – before
launching to a global audience via Everpress’s website.
36 37
OUR INVESTMENT VIEW:
Everpress is a platform synonymous
with creativity and innovation. Backed
by a strong leadership team, it has
become the go-to platform for
creatives looking to showcase their
designs and engage with their
audiences. Our funding will enable
the company to invest in its platform,
increasing the tools available to creators
and delivering a seamless ecommerce
experience. We look forward to
partnering with the team on the
next stage of their journey.”
Ben Leslie
Investment Manager, Puma Private Equity
EVERPRESS’S VIEW:
We’re thrilled to welcome Puma
on board – their experience and
support will be key in making the next
phase of Everpress’s growth possible.
This investment will be instrumental
in ensuring Everpress is globally
recognised as the place to discover
and shop the best, sustainable
designs from the most exciting
creators whilst scaling our charitable
giving through the Everpress
foundation.”
Alex Econs
CEO, Everpress
Sustainability is at the heart of Everpress. It was formed
to support the creator economy and democratise
fashion, and it has paid out more than £6m to individual
artists using its platform since inception. Its campaigns
are run solely on a pre-order basis, so that garments are
only produced once purchased, eliminating excess stock
and wastage. This approach is estimated to have saved
over 336 million litres of water and 124,000 T-shirts from
changing lines for changing times of the year, is one of the
core principles behind the Ellen MacArthur Foundation,
‘Make Fashion Circular’ campaign. In addition, Everpress
moved to 100% sustainable packaging in January 2021,
with 90% of its garments sourced from ethical suppliers.
Its goal is to increase this to 100% within the next
12 months, along with becoming climate and water-
positive by 2025. Everpress has also started the B Corp
application process.
Everpress has exciting plans for the future, which
includes onboarding more creators with a high following,
and building out new tools to enable them to sell directly
to their own audiences.
Given the current macro-economic uncertainties,
the company has pushed back some of its growth plans,
including US expansion, and for the remainder of this
product, processes and communication.
£3.2m
Investment
(Alpha VCT participation £0.9m)
SECTOR
E-commerce Retail
LOCATION
London
ESTABLISHED
2016
EXPANSION
International
CASE STUDY
Designed for high
performance
Dymag
Dymag is a British designer and manufacturer of high-
performance car and motorbike wheels, which was founded
in 1974 by Max Bostrom. The company has been making
carbon motorcycle wheels since 1995, and carbon-hybrid
automotive wheels since 2004, and considers itself a racing
and road pioneer. The business continues to grow its
presence, both in aftermarket wheels using relationships
with several leading US distributors, and through project
work with several leading performance
“original equipment
manufacturers
” (OEMs).
Puma Funds have made a number of investments into
Dymag: £3.6m in December 2018, £1.2m in February 2020,
£1.7m in October 2020 and £1.5m in October 2021. These
investments have been made to improve scale and reduce
production costs – particularly of carbon- hybrid automotive
Puma Private Equity is the private equity
division of Puma Investments.
QUALIFYING INVESTMENTS
39
Removing surplus weight from vehicle components,
or “lightweighting” as it is known, is very important in
automotive technology. It interacts well with two current
global megatrends – emissions reductions, and the global
push towards electric vehicles (EVs). Lighter vehicles use
less fuel, and EVs are powered by large, heavy batteries,
meaning that any weight saving amongst the rest of the
vehicle components is a premium.
Lightweight wheels can allow substantial weight
savings in other parts of a vehicle, due to the principal
of “un-sprung mass”. Wheels are un-sprung mass, and
1kg of weight saved in the wheels of a vehicle can allow
up to 8kg to be reduced elsewhere. This multiplier of
up to 8x increases the premium on the wheels.
Given these dynamics, the carbon wheels market is
estimated to grow at over 32.3% CAGR between 2020
and 2026.
Lightweighting is an important part of emissions reduction
for internal combustion powered vehicles, and also a critical
step for the enhancement of electric vehicle technology.
brand deals in Switzerland, the UK and Latin America,
which will they are aiming to announce later this year.
1
(https://www.gminsights.com/industry-analysis/carbon-wheels-
market) onitor performance across all functions.
Puma Private Equity is the private equity division of Puma Investments.
£8m
Investment
(Alpha VCT participation £1.13m)
SECTOR
High-performance
wheel manufacturer
LOCATION
Chippenham, UK
ESTABLISHED
1974
EXPANSION
Global
%%
38
REVENUE GROWTH
2020/21
It has a well-protected suite of iIntellectual property
around its technology and manufacturing
processes, which acts as a substantial barrier
to entry for competitors.
Dymag has seen some revenue growth, as its
customer base and channels to market have
increased. YOY growth is averaging 35% over the
past two years, which is impressive, given the
restrictions of supply chain throughout the Covid-19
pandemic environment.
Puma Funds’ investments into Dymag have
supported an ongoing process of driving
cost, including relocation to a new factory in
Chippenham, which was open and fully operational
by mid-February 2021. Investment has also been
used to develop a more sophisticated sales and
marketing function, to increase the product range
and to reduce dependence on external suppliers.
Dymag is well positioned to capitalise on the
predicted growth in the carbon wheels market.
OUR INVESTMENT VIEW
Dymag is making progress in disrupting
the carbon wheel market. It has made
production capability, and is having
continued success in securing a number
of new contracts and strategic
partnerships worldwide. We believe it’s
well-placed to accelerate its growth and
establish itself as one of the pre-eminent
leaders in this market.”
Jonathan Wyles
Investment Director, Puma Private Equity
DYMAG’S VIEW
With the robust product foundations
we have developed, the team can now
focus on our exciting technology
pipeline, with a focus on reducing cost
and increasing output. The additional
investment from Puma will enable us to
wheels over the next three years.”
Tom de Lange
CEO, Dymag
Investments into the management team have been made
throughout the life of the investment.
Tom de Lange joined as CEO in October 2019 from Dyson,
and is a key part of moving the company forward.
Tom Ellaway – joined in March 2022 as Head of Sales
and Marketing.
manufacturing teams, and a Manufacturing Director has
-
stant as the company moves to multiple shift patterns.
During what was a challenging time during the Covid pandemic,
Dymag won over 20 niche OEM wheel projects in the UK and USA,
and signed long-term supply contracts for BX-F™ carbon rims with
14 aftermarket wheel brands worldwide. Its focus continues to be
on securing strategic distribution, and it is working on several other
niche wheel brand deals in Switzerland, the UK and Latin America,
which will they are aiming to announce later this year.
Post the balance sheet date, Dymag entered into a new strategic
partnership with Hankuk Carbon Co. Ltd, in order to mass
manufacture their state-of-the-art carbon composite wheels for
the automotive industry. The partnership is expected to rapidly
scale-up carbon composite wheel production, bringing higher
Equipment Manufacturers.
38
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
40 41
AS AT 28 FEBRUARY 2022
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
Valuation as a %
of Net Assets
Qualifying Investment - Unquoted
ABW Group Limited (‘Ostmodern’) 917 900 17 5%
Deazy Limited 1,000 1,000 - 6%
Dymag Group Limited 1,177 1,130 47 7%
Everpress Limited 900 900 - 5%
Le Col Holdings Limited 2,480 719 1,761 14%
MyKindaCrowd Limited (‘Connectr’) 2,779 1,650 1,129 16%
MySafeDrive Limited (‘CameraMatics’) 3,892 1,593 2,298 23%
1,457 1,079 378 8%
TicTrac Limited 1,151 600 551 7%
Total Qualifying Investments
15,753 9,572 6,181 91%
Total Investments
15,753 9,572 6,181 91%
Balance of Portfolio
1,450 1,450 - 9%
Net Assets 17, 203 11,022 6,181
100%
Of the investments held at 28 February 2022, all are incorporated in England and Wales, except MySafeDrive
Limited which was incorporated in Ireland.
Dymag Group Limited
Cost (£'000) 1,130
Investment comprises:
Ordinary shares 1,130
Debt -
Valuation method Price of recent investment
Valuation (£'000) 1,177
Multiple of Investment Cost 1.04x
Income received by the Company from this holding in the period (£’000) -
Audited accounts for the period ended 3 January 2021
Turnover (£’000) Not disclosed
Not disclosed
Net liabilities (£’000) 1,031
Proportion of equity held 16%
Proportion of voting rights held 13%
Proportion of equity managed by Puma Investment Management Limited^ 80%
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 F, I, J, L and M Ordinary Shares. Only I and L shares attract full voting rights.
MySafeDrive Limited
Cost (£'000) 1,593
Investment comprises:
Ordinary shares 1,295
Debt 299
Valuation method Price of recent investment
Valuation (£'000) 3,892
Multiple of Investment Cost 2.44x
Income received by the Company from this holding in the period (£’000) -
Audited accounts for the period ended 31 January 2021
Turnover (€’000) Not disclosed
€’000) Not disclosed
Net Assets (€’000) 4,160
Proportion of equity held 37%
Proportion of voting rights held 10%
Proportion of equity managed by Puma Investment Management Limited^ 75%
MySafeDrive Limited, (trading as Cameramatics)
Only B shares attract full voting rights.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
42 43
continued
Tictrac Limited
Cost (£'000) 600
Investment comprises:
Ordinary shares 600
Debt -
Valuation method Estimated exit proceeds
Valuation (£'000) 1,151
Multiple of Investment Cost 1.92x
Income received by the Company from this holding in the period (£’000) -
Unaudited accounts for the period ended 31 December 2021
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 1,521
Proportion of equity held 4%
Proportion of voting rights held 3%
Proportion of equity managed by Puma Investment Management Limited^ 36%
Tictrac Limited
The app integrates data from wearable technology, delivering it to end users in a digestible format to drive up levels of engagement and
increase customer loyalty. The equity held in the company is A and B shares. Only A shares attract full voting rights.
MyKindaCrowd Limited (‘Connectr’)
Cost (£'000) 1,650
Investment comprises:
Ordinary shares 1,650
Debt -
Valuation method Price of recent investment
Valuation (£'000) 2,779
Multiple of Investment Cost 1.68x
Income received by the Company from this holding in the year (£’000) -
Audited accounts for the period ended 31 January 2021
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 1,061
Proportion of equity held 21%
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.
Cost (£'000) 1,079
Investment comprises:
Ordinary shares 1,079
Debt -
Valuation method Price of recent investment
Valuation (£'000) 1,457
Multiple of Investment Cost 1.35x
Income received by the Company from this holding in the period (£’000) -
Unaudited accounts for the year ended 31 December 2021
Turnover (€’000) Not disclosed
Not disclosed
Net assets (€’000) 6,996
Proportion of equity held 24%
Proportion of equity and voting rights held 7%
Proportion of equity managed by Puma Investment Management Limited^ 100%
is a premium menswear brand operating across Europe and the USA.
ABW Group Limited (‘Ostmodern’)
Cost (£'000) 900
Investment comprises:
Ordinary shares 900
Debt -
Valuation method Multiples
Valuation (£'000) 917
Multiple of Investment Cost 1.02x
Income received by the Company from this holding in the period (£’000) -
Audited accounts for the year ended 30 June 2021
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 1,855
Proportion of equity held 28%
Proportion of voting rights held 9%
Proportion of equity managed by Puma Investment Management Limited^ 63%
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.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
44 45
continued
Le Col Holdings Limited
Cost (£'000) 719
Investment comprises:
Ordinary shares 719
Debt -
Valuation method Multiples
Valuation (£'000) 2,480
Multiple of Investment Cost 3.45x
Income received by the Company from this holding in the year (£’000) -
Unaudited accounts for the period ended 27 December 2020
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 2,107
Proportion of equity held 6%
Proportion of voting rights held 5%
Proportion of equity managed by Puma Investment Management Limited^ 41%
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.
Deazy Limited
Cost (£'000) 1,000
Investment comprises:
Ordinary shares 1,000
Debt -
Valuation method Cost
Valuation (£'000) 1,000
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the period (£’000) -
Unaudited accounts for the period ended 31 Decemer2021
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 5,333
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 Preference Shares attract full voting rights.
Everpress Limited
Cost (£'000) 900
Investment comprises:
Ordinary shares 900
Debt -
Valuation method Cost
Valuation (£'000) 900
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the period (£’000) -
Unaudited accounts for the period ended 31 December 2021
Turnover (£’000) Not disclosed
Not disclosed
Net assets (£’000) 458
Proportion of equity and voting rights held 4%
Proportion of equity managed by Puma Investment Management Limited^ 13%
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 Ordinary Shares. The A shares attract full voting rights.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
46 47
(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 is currently producing it’s third series
of childrens’ TV programmes for the BBC.
He was until recently 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 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
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 joined Shore Capital in 1993 as
Group Financial Controller and became
Operations Director in 2000. He is the head
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 then worked as a specialist in their tax
department and, subsequently, for
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.
The Directors present their Strategic Report of
the Company for the year ended 28 February 2022.
The purpose of the report is to inform members
of the company and help them assess howthe
directors have performed their duty to promote
the success of the company.
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 provisional
approval by the Inland Revenue under Section 274 of the Income
Tax Act 2007 as a Venture Capital Trust. The Directors have
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
The Company operates as a VCT to enable its shareholders to
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.
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
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
excess of 80% of its assets invested in qualifying investments as
The portfolio of non-qualifying investments will be managed with
Subject to the Board and Investment Manager’s view from time to
time of desirable asset allocation, it will comprise quoted and
unquoted investments (direct or indirect) in cash or cash
equivalents, secured loans, bonds, equities, vehicles investing in
property and funds of funds or on cash deposit.
A full text of the Company’s investment policy can be found within
the Company’s prospectus at www.pumainvestments.co.uk.
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
credit risk and liquidity risk. An explanation of these risks and how
statements. Additional risks faced by the Company are as follows:
Market Conditions
There is a risk that the ongoing pandemic, together with the
recent geo-political and economic events, can have an impact
on the prospects of certain of the Company’s investments.
The Investment Manager maintains close contact with all
investee companies to endeavour to mitigate the risk as far
as possible. Further details of the investments are set out in
the Investment Manager’s Report on pages 6 to 39.
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 a number of related risks. A breach of s274 of the Income
Tax Act 2007 could result in the Company being subject to capital
gains on the sale of investments. A breach of the VCT Regulations
could result in the loss of VCT status and consequent loss of tax
relief currently available to shareholders. Serious breach of other
regulations, such as the UKLA Listing Rules and the Companies
Act 2006 could lead to suspension from the Stock Exchange.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
48 49
continued
The Board receives quarterly reports in order to monitor
compliance with regulations.
In addition, to the principal risks explained above, the principal
changes to the VCT regulations. The Board will continue to monitor
this and take appropriate action if required.
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
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,
•
• ensuring a spread of investments is achieved.
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 6 to 40.
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
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
Statement, the Investment Manager’s Report and the Investment
Portfolio Summary on pages 6 to 40.
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
including the ongoing impact of Covid-19.
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 2025.
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
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 as between members of the company.
This section of the Strategic Report also sets out the disclosures
required in respect 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 39).
The board consider that the company’s shareholders are its
customers and its suppliers are the service providers.
The Annual Report as a whole sets out how the board promotes
The board is focused on high standards of business conduct
and recognises the need to act fairly between shareholders.
The board engages with the investment manager at every board
meeting to ensure that there is a close and constructive working
relationship and a good understanding of the investee companies.
The company also engages regularly with its other service
providers. The board ensures that the interests of current and
potential stakeholders and the impact of the company’s
investments on the wider community and the environment are
taken into account when decisions are made.
The Company has retained PricewaterhouseCoopers LLP to advise it on compliance with VCT
requirements, including evaluation of investment opportunities, as appropriate, and regular review of the
portfolio. Although PricewaterhouseCoopers 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:
Position at 28 Feb 2022
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
mainly from shares and securities;
Complied
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
The Company has not disclosed any information about, or policies in relation to, employees as it has no
employees (other than the Directors). All of the directors are male.
As a VCT the Company is a pure investment company and therefore has no trading activities. Due to this, the
Company does not have a policy on environmental matters or social, community and human rights issues.
Approved by the board and signed on its behalf by
Egmont Kock
Chairman
23 May 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
50 51
The Directors present their annual report and the
the year ended 28 February 2022. The Company’s
Registered Number is 11939975.
The Company has, in accordance with S.414C of the Companies
risk management, future developments and the engagement with
suppliers, customers and others in a business relationship with the
company that would otherwise be set out in the Directors’ Report.
Directors will not propose a resolution at the Annual General
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.
Details of material post balance sheet events are set out in
The issued share capital of the Company is detailed in note
and authority to repurchase ordinary shares are disclosed in
the Corporate Governance Statement on page 53.
DIRECTORS
The Directors of the Company during the year
of the Company at 28 February 2022 were as follows:
28 February
2022
28 February
2021
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.
The Company has delegated the investment management of
the portfolio to Puma Investment Management Limited (Puma
Investments). The principal terms of the Company’s management
agreement with Puma Investments are set out in note 2 to the
are subject to a cap of 3.5% of the Company’s Net Assets.
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 being at least 120p at the
end of the relevant period. The amount of the performance
incentive fee 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. The performance incentive
structure provides a strong incentive for the Investment Manager
to ensure that the Company performs well, enabling the Board
to approve distributions as high and as soon as possible.
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 as a whole.
The Investment Manager is part of the Shore Capital Group
which has a proven track record in VCT management and has
a strong network within the industry.
The Company’s corporate governance statement is set on pages
53 to 55 and forms part of the Directors’ Report.
The Company has no physical assets, operations, premises or
employees of its own. Consequently it consumed less than 40,000
kWh 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.
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 any ongoing impact of the pandemic,
together with the geo-political climate and believe that there are no
On this basis, the Directors believe that it is appropriate to continue
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.
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
and control the investment risk in its portfolio.
As at 28 February 2022 and as at the date of this report, the
3% or more of the issued share capital of the Company.
DIRECTORS
The Directors appointed MHA MacIntyre Hudson as independent
auditors in this accounting period in accordance with the provisions
of the Companies Act 2006, s489. MHA MacIntyre Hudson has
that, as far as they are each aware, there is no relevant audit
information of which the auditor is unaware. Each of the Directors
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.
The Annual General Meeting of the Company will be held at Cassini
House, 57 St James’s Street, London SW1A 1LD on 6 July 2022 at
2.00pm. Notice of the Annual General Meeting and Form of Proxy
are inserted within this document.
The Directors are responsible for preparing the Strategic Report, the
Directors’ Report, the Directors’ Remuneration Report, and the
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
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
d)
unless it is inappropriate to presume that the company will
continue in business.
The Directors are responsible for keeping adequate accounting
transactions and disclose with reasonable accuracy at any time
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.
Each of the Directors, whose names and functions are listed in
of each person’s knowledge:
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
Company; and
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.
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.
The Directors are responsible for the maintenance and integrity
www.pumainvestments.co.uk, a website maintained by the
Investment Manager.
Legislation in the United Kingdom regulating the preparation a
legislation in other jurisdictions.
On behalf of the Board
Egmont Kock
Chairman
23 May 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
52 53
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 6 July 2022.
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’ fees payable during the year totalled £60,000
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.
The Directors are all non-executive and received emoluments as
detailed below:
Audited
year ended
2022
£
Audited
period ended
2021
£
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 50
(audited). Brief biographical notes on the Directors are given
on page 46.
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.
the Company in respect of the Directors.
Resolutions to approve the Directors’ Remuneration Policy and the
Directors’ Remuneration Report were approved by shareholders at
the AGM on 31 August 2021. Votes cast are summarised as follows:
Directors’
Remuneration
Policy
Directors’
Remuneration
Report
For
100% 100%
Against 0% 0%
Number of votes withheld
- -
The following chart represents the Company’s performance from
inception to 28 February 2022 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.
allotment date.
15/01/2020
15/03/2020
15/05/2020
15/07/2020
15/09/2020
15/11/2020
15/01/2021
15/03/2021
15/05/2021
15/07/2021
15/09/2021
15/11/2021
15/01/2022
180.00
170.00
160.00
150.00
140.00
130.00
120.00
110.00
100.00
90.00
80.00
70.00
60.00
50.00
AIM All Share total return basis, rebased to 100
Historic NAV of VCT (including dividends) rebased to 100
Historic NAV of VCT (including dividends and tax relief) rebased to 130
On behalf of the Board
Egmont Kock
Chairman
23 May 2022
The Directors support the relevant principles of the UK
Corporate Governance Code issued in July 2018 (“the
Code”) and published on the Financial Reporting
Council’s website (www.frc.org.uk), being the principles
of good governance and the code of best practice.
Due to the VCT being an externally managed, some
areas of the Code have not been complied with. These
are set out in the Compliance Statement below.
The Company has a Board comprising three non-executive
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
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 46.
In accordance with the recommendations of the Code, all the
Directors will retire at the forthcoming Annual General Meeting
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
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 attendance of individual Directors at full Board meetings
during the year was as follows:
Board meetings
Egmont Kock 3/3
Richard Oirschot 3/3
Michael van Messel 3/3
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 2022/23 for the Board will
be as per the prospectus. The Board reviewed Directors’
remuneration to each Director are set out in the Directors’
Remuneration Report on page 52, 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 and has not
established a diversity policy for new appointments in relation
to the composition of the Board.
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
Committee meetings during the year which were attended
by both independent non-executive directors. The Audit
Committee monitors the external Auditor’s independence,
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
disclosure of the unquoted investments. The Audit Committee
This year, the Audit Committee undertook a competitive audit
tender process as required for all Public Interest Entities who have
had exceeded the tenure with an auditor for 10 years. Following the
robust process, the Audit Committee and the previous auditors,
RSM UK Audit LLP, mutually agreed it would be appropriate to
move the audit services to MHA MacIntyre Hudson, who were
appointed by the Board on 20 December 2021. We thank the
resigning auditors for their support and advice.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
54 55
continued
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 and proxy form are at the end of this document.
The Directors’ statement of responsibilities for preparing the
accounts is set out in the Directors’ Report on page 51, and
a statement by the Auditor about their reporting responsibilities
is set out in the Auditor’s Report on pages 56 to 60.
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
on a regular basis to ensure that the controls remain relevant
additional controls if they consider it appropriate to do so.
process throughout the year and up to the date of this report
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.
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 adviser:
Investment Management
and Administration
Puma Investment Management
Limited
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 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
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.
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
out in the Company’s prospectus at www.pumainvestments.co.uk.
Although the Ordinary Shares are traded on the London Stock
Exchange, there is likely to be an illiquid market and in such
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 882,589 of
the Company’s issued share capital was granted at the last
Annual General Meeting. A resolution will be put to the next
Annual General Meeting to renew this authority.
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.
The Listing Rules require the Board to report on compliance with
the Code provisions throughout the accounting year. The UK
Corporate Governance Code includes provisions relating to the
role of the chief executive, executive directors’ remuneration,
senior management and employees and the need for an internal
audit function. The Board considers that these provisions are not
relevant to the Company, as the Company has no executive
directors, employees or internal operations and all of the
Company’s day-to-day management and administrative functions
are outsourced to third parties. As a result, the Company has
therefore not reported further in respect of these provisions.
With the exception of the items outlined below, the Company
has complied throughout the accounting year ended 28 February
2022 with the other provisions set out in the Code.
Due to the special nature of the Company being a VCT, the
following provisions of the Code have not been complied with:
a) Provisions 21 and 22 – Due to the size of the Board, a formal
annual performance evaluation of the Board, its committees
performance issues are dealt with as they arise.
b) Provisions 17, 23, 32 and 33 – 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.
c) Provision 12 – 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.
d) Provision 24 – Due to the size of the Board, the Chairman
of the Company is also a member of the Audit Committee.
The recommendation in the Code is that the Chairman of the
Company should not be a member of the Audit Committee.
The Board believes that Egmont Kock’s experience allows him to
exercise proper judgement in distinguishing between the roles.
On behalf of the Board
Egmont Kock
Chairman
23 May 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
56 57
TO THE MEMBERS OF PUMA ALPHA VCT PLC
for the year ended 28 February 2022 which comprise:
• the income statement,
• the balance sheet,
•
•
preparation is the Companies Act 2006 and United Kingdom
Accounting Standards including FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
•
• have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
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’s
our report. We are independent of the Company in accordance
with the ethical requirements that are relevant to our audit of the
our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
directors’ use of the going concern basis of accounting in the
evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• evaluating the appropriateness of the Directors’ method of
assessing the going concern assumption in light of current
market volatility and the present uncertainties in economic
recovery created by the ongoing Covid-19 pandemic by
reviewing the information used by the Directors in completing
their assessment;
• challenging Directors’ assumptions and judgements made in
their base case and stress tested forecasts including
consideration of the liquidity of the portfolio;
•
of the Company; and
• corroborating the cash at bank held as at 28 February 2022
Our key observation in relation to going concern is that the
as a going concern for the foreseeable future.
any material uncertainties relating to events or conditions that,
Company’s ability to continue as a going concern for a period
are authorised for issue.
In relation to the entities reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in
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.
The Company has been subject to a full scope audit. The Company
is a single entity, subject to local statutory audit, and our audit work
was designed to address the risks of material misstatements
Key audit matters are those matters that, in our professional
statements of the current period and include the most
engagement team. These matters were addressed in the
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Valuation and ownership of investments
Key audit matter
description
As at 28 February 2022, unquoted investments were £15.75m (2021: £7.98m). Investments represent
the most material balance in the Financial Statements and are the primary driver of returns to
There is a high level of estimation uncertainty involved in determining the unquoted investment valuations.
The Investment Manager’s fee is based on the value of the net assets of the Company.
The Investment Manager’s responsible for preparing the valuation of investments which are reviewed and
approved by the Board. Notwithstanding this review, there is a potential risk of misstatement in the
investment valuation.
audit matter.
How the matter
was addressed in
the audit
We responded to this matter by testing the valuation and ownership of the portfolio of investments.
Our audit procedures included:
•
• Obtaining an understanding of the Company’s unquoted investments held at the year-end, including
reviewing underlying investment agreements and other relevant documentation;
• Forming an opinion on whether the valuation methodology is appropriate in the circumstances under
the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines;
• Re-performing the calculation of investments valuations;
• Challenging 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;
• Assessing the impact of the estimation concerning these assumptions;
• Considering the economic environment in which the investment operates to identify factors that
could impact the investment valuation;
•
underlying assumptions of the valuations at 28 February 2022; and
•
unquoted investments.
Key observations Based on the procedures performed, we did not identify and issues relating to the valuation of
investments.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
58 59
TO THE MEMBERS OF PUMA ALPHA VCT PLC
continued
Misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature
statements as a whole. Materiality is used in planning the scope
of our work, executing that work and evaluating the results.
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
Based on our professional judgement, we determined materiality
as follows:
Overall materiality £150,000 (2021: £100,000)
Basis for determining
overall materiality
1% of net assets (2021: 1% of net
assets)
Rationale for
benchmark applied
Net asset value per share is one of
the Company’s key performance
indicators and is considered to be
one of the principal considerations
for members of the Company
performance.
Performance materiality £105,000 (2021: £75,000)
Basis for determining
performance materiality
70% (2021: 75%) of overall
materiality
Reporting of
misstatements to
the Audit Committee
in excess of £7,500 (2021:
£5,000) together with any other
misstatements below that
threshold that, in our
view, warranted reporting on
qualitative grounds.
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
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.
The other information comprises the information included in
auditor’s report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
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
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.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the Strategic Report and the Directors’
• the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
In our opinion, the part of the Directors’ Remuneration Report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
or the Directors’ Report.
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 by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
remuneration report to be audited are not in agreement with
the accounting records and returns; or
•
law are not made; or
• we have not received all the information and explanations
we require for our audit.
The Listing Rules require us to review the directors’ statement
in relation to going concern, longer-term viability, and that part
of the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK Corporate
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
statements or our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
• Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers, and why this
period is appropriate set out on page 50;
• Directors’ statement on fair, balanced and understandable
set out on page 51;
•
of the emerging and principal risks set out on page 47;
• The section of the annual report that describes the review of
systems set out on page 54; and
• The section describing the work of the audit committee
set out on page 53.
As explained more fully in the Directors’ Responsibilities
Statement set out on page 51, the directors are responsible for
that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation
whether due to fraud or error.
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.
Our objectives are to obtain reasonable assurance about whether
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 the aggregate, they could reasonably
Irregularities are instances of non-compliance with laws and
appropriate audit evidence regarding compliance with laws and
audit procedures to help identify instances of non-compliance with
during the audit.
In relation to fraud, the objectives of our audit are to identify
evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate
responses and to respond appropriately to fraud or suspected
However, it is the primary responsibility of management, with
the oversight of those charged with governance, to ensure that
the entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and
detection of fraud.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
60 61
FOR THE YEAR ENDED 28 FEBRUARY 2022
TO THE MEMBERS OF PUMA ALPHA VCT PLC
continued
In identifying and assessing risks of material misstatement in respect
of irregularities, including fraud, the audit engagement team:
• Obtained an understanding of the nature of the industry and
sector, including the legal and regulatory framework that the
Company operates in and how the Company is complying with
the legal and regulatory framework;
• Inquired of management, and those charged with governance,
of irregularities, including any known actual, suspected or
alleged instances of fraud;
• Enquired of management to identify any instances of known
or suspected instances of fraud;
• Discussed among the engagement team regarding how
any potential indicators of fraud;
• Reviewed minutes of meetings of those charged with
governance; and
• Discussed matters about non-compliance with laws and
regulations and how fraud might occur including assessment
of the control environment.
as follows:
Legislation /
Regulation
Companies Act
2006 and the
Listing Rules
and testing to supporting documentation;
and
Completion of disclosure checklists to
identify areas of non-compliance.
VCT regulations Review of annual monitoring report prepared
by PricewaterhouseCoopers LLP, the
Company’s VCT tax adviser, and subsequent
discussions with the tax adviser
misstatement due to fraud were as follows:
Risk Audit procedures performed by the audit
engagement team:
Management
override of
controls
Testing the appropriateness of journal entries
and other adjustments;
Assessing whether the judgements made in
making accounting estimates (including the
valuation of unquoted investments) are
indicative of a potential bias; and
Evaluate the business rationale of any
outside the normal course of business.
A further description of our responsibilities for the audit of the
website at: http://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
We were appointed by the directors on 1 February 2022 to audit
uninterrupted engagement.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent
of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the
audit committee.
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, CTA
(Senior Statutory Auditor)
For and on behalf of MHA MacIntyre Hudson,
Statutory Auditor Chartered Accountants
6th Floor
2 London Wall Place
London
EC2Y 5AU
23 May 2022
Year ended 28 February 2022 Year ended 28 February 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on investments 8 (b) - 4,051 4,051 - 1,953 1,953
Income 3 6 - 6 - - -
6 4,051 4,057 - 1,953 1,953
Investment management fees 3 (71) (212) (283) (33) (99) (132)
Performance fee 3 - (519) (519) - - -
Other expenses 4 (224) - (224) (180) - (180)
(295) (731) (1,026) (213) (99) (312)
(289) 3,320 3,031 (213) 1,854 1,641
Ta x 5 - - - - - -
(289) 3,320 3,031 (213) 1,854 1,641
(Loss)/earnings per share -
basic and diluted 6 (2.48p) 28.51p 26.03p (3.34p) 29.11p 25.77p
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.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
62 63
FOR THE YEAR ENDED 28 FEBRUARY 2022
AS AT 28 FEBRUARY 2022
As at 28 February 2022 As at 28 February 2021
Note £’000 £’000
Fixed Assets
Investments
8 15,753 7,977
Current Assets
Debtors
9 124 29
Cash 1,980 2,060
2,104 2,089
Creditors - amounts falling due
within one year 10 (654) (33)
Net Current Assets 1,450 2,056
Net Assets 17,203 10,033
Capital and Reserves
Called up share capital
12 126 86
Share premium account 12,271 8,172
Capital reserve – realised (836) (105)
Capital reserve – unrealised 6,182 2,131
Revenue reserve (540) (251)
Equity Shareholders’ Funds 17,203 10,033
NAV per Ordinary Share 13 136.48p 116.10p
of Directors on 23 May 2022 and were signed on their behalf by:
Egmont Kock
Chairman
As at 28 February 2022 As at 28 February 2021
£’000 £’000
operating activities
3,031 1,641
Gain on disposal of investments
(4,051) (1,953)
Decrease in debtors
(95) (16)
Increase/(decrease) in creditors
621 (10)
(494) (338)
Purchase of investments
(3,725) (4,921)
(3,725) (4,921)
Share issues
4,277 5,164
Share issue cost
(138) (287)
Redemption of preference shares
- (13)
4,139 4,864
(Decrease)/increase in cash and cash equivalents
(80) (395)
Opening cash and cash equivalents
2,060 2,455
Closing cash and cash equivalents
1,980 2,060
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
64 65
FOR THE YEAR ENDED 28 FEBRUARY 2022
FOR THE YEAR ENDED 28 FEBRUARY 2022
Called up
share capital
£’000
Share
premium
account
£’000
Capital
reserve –
realised*
£’000
Capital
reserve -
unrealised
£’000
Revenue
reserve*
£’000
Total
£’000
As at 1 March 2020 40 3,763 (6) 178 (38) 3,937
Comprehensive income for the year - - (99) 1,953 (213) 1,641
Issue of shares 46 4,694 - - - 4,740
Share issue cost - (285) - - - (285)
Balance as at 28 February 2021 86 8,172 (105) 2,131 (251) 10,033
Comprehensive income for the year - - (731) 4,051 (289) 3,031
Issue of shares 40 4,237 - - - 4,277
Share issue cost - (138) - - - (138)
Balance as at 28 February 2022 126 12,271 (836) 6,182 (540) 17,203
*There are nil reserves (2021: nil) considered to be distributable to shareholders.
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 distributions.
1. ACCOUNTING POLICIES
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
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.
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”).
the nearest whole £1,000, except where otherwise indicated.
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
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.
All investments are measured at fair value. They are all held
as part of the Company’s investment portfolio and are managed
in accordance with the investment policy set out on page 47.
Listed investments are stated at bid price at the reporting date.
Unquoted investments are stated at fair value by the Directors
with reference to the International Private Equity and Venture
Capital Valuation Guidelines (“IPEV”) as follows:
• Investments which have been made within the last twelve
months or where the investee company is in the early stage of
development will usually be valued at either the price of recent
investment or cost except where the company’s performance
methodology will be adopted.
• Investments in debt instruments will usually be valued by
expected future returns of the investment to arrive at the
fair value.
• Alternative methods of valuation such as multiples or net
considered more appropriate.
are taken to realised capital reserves, and unrealised surpluses
unrealised capital reserves.
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.
Upon its inception, the Company agreed performance fees
payable to the Investment Manager, Puma Investment
Management Limited, and members of the investment
management team at 20% of the 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.
All expenses (inclusive of VAT) are accounted for on an accruals basis.
Expenses are charged wholly to revenue, with the exception of:
• expenses incidental to the acquisition or disposal of an
investment charged to capital; and
• the investment management fee, 75% of which has been
opinion, attributable to the maintenance or enhancement of the
value of the Company’s investments in accordance with the
Board’s expected long-term split of return; and
• the performance fee which is allocated proportionally to revenue
and capital based on the respective contributions to the Net
Asset Value.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
66 67
FOR THE YEAR ENDED 28 FEBRUARY 2022
continued
between capital and revenue return on the marginal basis as
recommended by the SORP.
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
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 reverse, based on tax rates and laws enacted
or substantively enacted at the balance sheet date.
Realised losses and gains on investments, transaction costs,
the capital element of the investment management fee
and taxation are taken through the Income Statement and
recognised in the Capital Reserve – Realised on the Balance
sheet. Unrealised losses and gains on investments and the
capital element of the performance fee are also taken through
the Income Statement and are recognised in the Capital
Reserve – Unrealised.
Debtors include other debtors and accrued income which is
recognised at amortised cost, equivalent to the fair value of
the expected balance receivable.
CREDITORS
Creditors are initially measured at the transaction price and
subsequently measured at amortised cost, being the transaction
price less any amounts settled.
Final dividends payable are recognised as distributions in the
payment has been established. The liability is established when
the dividends proposed by the Board are approved by the
Shareholders. Interim dividends are recognised when paid.
The Company makes estimates and assumptions concerning
the future. The resulting accounting estimates and assumptions
a material adjustment to the carrying amounts of assets within
investments, especially due to the ongoing impact of Covid-19.
Further details of the unquoted investments are disclosed in
the Investment Manager’s Report on pages 6 to 39 and notes 8
2. INCOME
Year ended
28 February 2022
Year ended
28 February 2021
£’000 £’000
Income from investments
6 -
6 -
3. INVESTMENT MANAGEMENT FEE
Year ended
28 February 2022
Year ended
28 February 2021
£'000 £'000
Investment
management fee
283 132
Performance fees
(see note 11)
519 -
802 132
Puma Investment Management Limited (“Puma Investments”) has
been appointed as the Investment Manager of the Company for an
twelve months’ notice, given at any time by either party, on or after
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
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 Value. Total costs
this year were 2.9% of the Net Asset Value (2021: 3.1%).
In addition to the investment manager fees disclosed above, during
the year ended 28 February 2022, Puma Investments Management
Limited charged fees totalling £60,521 (2021: £142,197) in relation
to share issue costs.
4. OTHER EXPENSES
Year ended
28 February 2022
Year ended
28 February 2021
£’000 £’000
Accounting and
administration services
47 23
Directors fees 60 60
Social security costs 5 3
Auditor’s fees 48 29
Insurance 8 5
Legal and professional fees - 8
Other expenses 56 52
224 180
Puma Investment 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 52. The Company has no
employees other than non-executive Directors (2021: none).
The average number of non-executive Directors during
the year was 3 (2021: 3).
Auditor’s fees of £40,000 (2021: £24,000) for the statutory audit,
has 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 (2021: £nil).
5. TAX
Year ended
28 February 2022
Year ended
28 February 2021
£’000 £’000
charge for the period
3,031 1,641
Current tax at 19%
(2021:19%) 576 312
Gains on investments (770) (372)
Tax losses carried
forward 194 60
- -
Capital returns are not taxable as the Company is exempt from
tax on realised capital gains whilst it continues to comply with the
VCT regulations, so no corporation tax is recognised on capital
gains or losses. Due to the intention to continue to comply with the
VCT regulations, the Company has not provided for deferred tax
on any realised or unrealised capital gains and losses. No deferred
tax asset has been recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
6. BASIC AND DILUTED RETURN/(LOSS)
PER ORDINARY SHARE
Year ended 28 February 2022
Revenue Capital Total
Total
comprehensive
income for the
year (£’000) (289) 3,320 3,031
Weighted average
number of shares 11,645,061 11,645,061 11,645,061
share (2.48)p 28.51p 26.03p
Year ended 28 February 2021
Revenue Capital Total
Total
comprehensive
income for the
year (£’000) (213) 1,854 1,641
Weighted average
number of shares 6,368,652 6,368,652 6,368,652
Return per share (3.34)p 29.11p 25.77p
7. DIVIDENDS
The Directors will not propose a resolution at the Annual General
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
68 69
FOR THE YEAR ENDED 28 FEBRUARY 2022
continued
8. INVESTMENTS
(a) Movements in investments
investments
£’000
Total
£’000
Book cost at 1 March 2021 5,846 5,846
Net unrealised at 1 March 2021 2,131 2,131
Valuation at 1 March 2021 7,977 7,977
Purchases at cost 3,725 3,725
Net unrealised gain 4,051 4,051
Valuation at
28 February 2022
15,753 15,753
Book cost at 28 February 2022 9,571 9,571
Unrealised gains at
28 February 2022 6,182 6,182
Valuation at
28 February 2022 15,753 15,753
(b) Gains/(losses) on
investments
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Unrealised gains in period 4,051 1,953
4,051 1,953
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 investments as at 28 February 2022 and 28
February 2021 were unquoted.
Further details of these investments (including the unrealised gain
in the year) are disclosed in the Chairman’s Statement, Investment
Investments on pages 6 to 40 of the Annual Report.
9. DEBTORS
As at
28 February 2022
As at
28 February 2021
£’000 £’000
Other debtors 6 -
Prepayments 118 29
124 29
10. CREDITORS – AMOUNTS FALLING DUE
WITHIN ONE YEAR
As at
28 February 2022
As at
28 February 2021
£’000 £’000
Accruals 654 29
Other creditors - 4
654 33
11. 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 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
performance incentive fee 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.
The performance incentive structure provides a strong incentive
for the Investment Manager to ensure that the Company performs
well, enabling the Board to approve distributions as high and as
soon as possible.
Agreement is £567,000 (2021: £nil).
12. CALLED UP SHARE CAPITAL
As at
28 February 2022
As at
28 February 2021
£’000 £’000
Allotted, called up and
fully paid:
12,604,822 (2021:
8,641,325) Ordinary
shares of £0.01 each 126 86
Each share has full voting, dividend and capital distribution rights.
During the year, 3,963,495 shares were issued at an average price
of 109.3p per share (2021: 4,634,855 shares were issued at a price
of 102.3p per share). The consideration received for these shares
was £4.3 million (2021: £4.7 million).
Following the year end, a further 3,273,701 shares were issued
at an average price of 121.9p. The consideration received for
these shares was £4.0 million.
13. NET ASSET VALUE PER ORDINARY SHARE
As at
28 February 2022
As at
28 February 2021
Net assets 17,202,908 10,033,000
Number of shares in issue
for purposes of NAV per
share calculation 12,604,822 8,641,327
Net asset value per share
136.48p 116.10p
14. FINANCIAL INSTRUMENTS
cash balances, debtors and certain creditors. The fair value of all of
carrying value in the Balance Sheet. Excluding cash balances, the
As at 28 February
2022
As at 28 February
2021
£’000 £’000
Financial assets at fair
15,753 7,977
Financial assets measured
amortised cost
124 29
Financial liabilities
measured at amortised
cost
(654) (33)
15,223 7,973
are market price risk, being the risk that the value of investment
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.
instrument will fail to discharge an obligation or commitment
that it has entered into with the Company. The Investment
Manager monitors counterparty risk on an ongoing basis.
The Company’s maximum exposure to credit risk is as follows:
As at
28 February 2022
As at
28 February 2021
£’000 £’000
Investments in loans,
loan notes and bonds
299 -
Cash at bank 1,980 2,060
Other receivables 124 29
2,403 2,089
Credit risk arising on the sale of investments is considered to be
small due to the short settlement and the contracted agreements
in place with the settlement lawyers.
The cash held by the Company at the year-end is held in RBS.
Bankruptcy or insolvency of the bank may cause the Company’s
rights with respect to the receipt of cash held to be delayed or
limited. The Board monitors the Company’s risk by reviewing
on instruction of the Board, move the cash holdings to another bank.
Credit risk associated with other receivables are predominantly
covered by the investment management procedures.
Investments in loans and loan notes comprises a fundamental
part of the Company’s venture capital investments, therefore
credit risk in respect of these assets is managed within the
Company’s main investment procedures.
Market price risk arises mainly from uncertainty about future
investments in the face of price movements. The Investment
Manager actively monitors market prices and reports to the Board,
which meets regularly in order to consider investment strategy.
The Company’s strategy on the management of market price risk
is driven by the Company’s investment policy as outlined in the
Strategic Report on page 47. The management of market price risk
is part of the investment management process. The portfolio
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.
All of the Company’s investments are unquoted investments.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
70 71
FOR THE YEAR ENDED 28 FEBRUARY 2022
continued
Details of the Company’s unquoted investments are provided in
the Investment Portfolio summary on page 40. 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
pay accounts payable and accrued expenses.
The benchmark that determines the interest paid or received
on the current account is the Bank of England base rate,
which was 0.5% at 28 February 2022 (2021: 0.1%).
The Company has exposure to interest rate movements
primarily through its cash deposits which track either
the Bank of England base rate or LIBOR.
The Company’s only asset was cash at bank at 28 February 2022
of £1,980,000, which is in a non-interest bearing bank account.
The reporting currency of the Company is Sterling. The Company
has not held any non-Sterling investments during the year.
Financial assets and liabilities measured at fair value are disclosed
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
28 February 2022
As at
28 February 2021
Level 3
Unquoted investments 15,753 7,977
15,753 7,977
The Level 3 investments have been valued in line with the
Company’s accounting policies and IPEV guidelines. This
comprises of both loan an equity instruments, which are
considered to be one instrument due to them being bound
together when assessing the portfolio’s returns to the
shareholders.
Investments section of the Annual Report on pages 41 to 45.
15. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard
the Company’s ability to continue as a going concern, so that it
can provide an adequate return to shareholders by allocating its
capital to assets commensurate with the level of risk.
The Company must have an amount of capital, at least 80% (as
measured under the tax legislation) of which must be, and remain,
invested in the relatively high risk asset class of small UK companies
within three years of that capital being subscribed.
The Company accordingly has limited scope to manage its capital
structure in the light of changes in economic conditions and the
risk characteristics of the underlying assets. Subject to this overall
constraint upon changing the capital structure, the Company
may adjust the amount of dividends paid to shareholders, issue
new shares, or sell assets to maintain a level of liquidity to remain
a going concern.
The Board has the opportunity to consider levels of gearing,
however there are no current plans to do so. It regards the net
assets of the Company as the Company’s capital, as the level
of liabilities is small, and the management of those liabilities
is not directly related to managing the return to shareholders.
16. CONTINGENCIES, GUARANTEES
AND FINANCIAL COMMITMENTS
There were no commitments, contingencies or guarantees
of the Company at the year-end (2021: none).
17. RELATED & CONTROLLING PARTY
In the opinion of the Directors there is no immediate or ultimate
controlling party.
Transactions with Key Management Personnel are disclosed within
the Directors Report on pages 50 to 51.
18. POST BALANCE SHEET EVENTS
As detailed in note 12, since the year end 3,273,701 ordinary shares
have been issued for cash consideration of £4.0 million. On 3 May
2022, the VCT realised it position in Tictrac Limited for total
proceeds of £1.2 million.
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 6 July 2022 at 2.00 pm.
1.
and Auditors thereon.
2. To re-elect Egmont Kock as a director who retires in accordance with the UK Corporate Governance Code and, being eligible,
3. To re-elect Richard Oirschot as a director who retires in accordance with the UK Corporate Governance Code and, being eligible,
4. To re-elect Michael van Messel as a director who retires pursuant to listing rules of the Financial Conduct Authority and,
5. To re-appoint MHA MacIntyre Hudson 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 2022.
7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2022.
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 £436,000, 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. 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:
9.1 the maximum aggregate number of Shares that is purchased is 2,380,190;
9.2 the minimum price paid for a Share is £0.01;
9.3 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
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;
9.4 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
9.5 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 5 October 2023, 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.
10. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant to section 570(1) of CA 2006)
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 in connection with:
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
72 73
continued
10.1
10.2
10.3
10.1 above.
Paul Frost
Company Secretary
Cassini House
57 St James’s Street
London
SW1A 1LD
Dated: 23 May 2022
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
Such proxy need not be a member of the Company. A form of proxy is enclosed.
(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 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.
must be delivered to the Company’s registrars, SLC Registrars, PO Box 5222, Lancing, BN99 9FG or electronically at proxy@
slcregistrars.com, in each case 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) 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,
SLC Registrars, PO Box 5222, Lancing, BN99 9FG. In the case of a member which is a company, the revocation notice must be
must be included with the revocation notice.
• by sending an e-mail to proxy@slcregistrars.com.
In either case, the revocation notice must be received by the Company’s registrars, SLC Registrars, PO Box 5222, Lancing, BN99
9FG before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her
appointment will remain valid.
(e) 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.
(f) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will be available for inspection
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.
of the Company’s shares registered on the Register of Members of the Company as at 6.30 pm on 4 July 2022 or, in the event that
the Annual General Meeting is adjourned, on the Register of Members 48 hours 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 6.30 pm on 4 July 2022 or, in the event that the Annual General Meeting
is adjourned, on the Register of Members less than 48 hours 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.
(h) As at 23 May 2022 the Company’s issued share capital comprised 15,878,523 Shares. The total number of voting rights in the
Company as at 23 May 2022 is 15,878,523. The website referred to above will include information on the number of shares and
voting rights.
(i) 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.
(j) 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.
(k) 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
(l) Except as provided above, members who have general queries about the General Meeting should call the Company’s registrars
SLC Registrars, PO Box 5222, Lancing, BN99 9FG on 0203 890 2122 (no other methods of communication will be accepted).
(m) 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.
(n) 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 2022.
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
74 75
continued
On page 71 of the Report is the notice of Annual General Meeting which will be held on 6 July 2022. Set out below is a brief explanation
of the resolutions comprising special business to be proposed at the Annual General Meeting.
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 9, 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 2022
Annual General Meeting or 5 October 2023, whichever is the earlier. The Directors intend to exercise this power only if and when,
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).
issued ordinary shares as at the date of the resolution) and the maximum and minimum prices at which they may be bought.
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 2023 Annual General Meeting or, if later, 5 October 2023,
up to an aggregate nominal amount of £436,000 (representing approximately 275 per cent of the issued ordinary share capital
of the Company as at 23 May 2022). Resolution 10 is proposed to empower the Directors to allot ordinary shares under Resolution 8
may be issued by the Company without regard to any right of pre-emption on the part of the existing shareholders.
For use at the Annual General Meeting of Puma Alpha VCT plc convened for 6 July 2022 at 2.00 pm at Cassini House, 57 St James’s
Street, London, SW1A 1LD
I/We
(BLOCK CAPITALS PLEASE)
of
being (a) member(s) of the Company hereby appoint the Chairman of the Meeting (see Note 2) or
as my/our proxy and to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 6 July
2022 and at any adjournment thereof. My/our proxy is to vote as indicated below in respect of the Resolutions set out in the Notice of
Annual General Meeting (see Note 9).
If you wish to appoint multiple proxies please see note 1 over
Please also tick here if you are appointing more than one proxy.
I have indicated with a “X” how I/we wish my/our votes to be cast on the following resolutions:
Ordinary Resolutions For Against Withheld
1 To receive and adopt the Report and Accounts
2 To re-elect Egmont Kock
3 To re-elect Richard Oirschot
4 To re-elect Michael van Messel
5 To re-appoint MHA MacIntyre Hudson as Auditors and to authorise
the Directors to determine their remuneration
6 To approve the policy set out in the Remuneration Report
7 To approve the implementation report set out in the Remuneration
Report
8 Authority to allot shares
Special Resolutions
9 To authorise the Company to buy back shares
10 Disapplication of pre-emption
Dated
Signed or sealed (see Note 6)
Puma Alpha VCT plc Annual Report and Accounts 2022
Puma Alpha VCT plc Annual Report and Accounts 2022
76 77
continued
1. Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies
to attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General
A proxy may demand, or join in demanding, a poll. 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.
2. If you wish to appoint a proxy of your own choice delete the words “the Chairman of the Meeting” and insert the name and address
of the person whom you wish to appoint in the space provided.
3. Any alterations to the Form of Proxy should be initialled.
4.
delivered to SLC Registrars, PO Box 5222, Lancing, BN99 9FG or electronically at proxy@slcregistrars.com, in each case 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.
5. 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 SLC Registrars PO Box 5222,
Lancing, BN99 9FG . In the case of a member which is a company, the revocation notice must be executed under its common seal
notice.
• by sending an e-mail to proxy@slcregistrars.com.
In either case, the revocation notice must be received by SLC Registrars, PO Box 5222, Lancing, BN99 9FG 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
6. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly
7.
of members will be accepted to the exclusion of the votes of the other joint holders.
8. 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.
9. 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
Investment Manager
Cassini House
57 St James’s Street
London SW1A 1LD
Adviser Enquiries: 020 7408 4070
Investor Enquiries: 020 7408 4100
info@pumainvestments.co.uk
www.pumainvestments.co.uk
Puma Investments is a trading name
of Puma Investment Management
Limited which is authorised and
regulated by the Financial Conduct
Authority. FCA Number 590919.
PI001308-0522