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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Puma Vii | LSE:PUMA | London | Ordinary Share | GB00B41RMC30 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMPUMA HIGHLIGHTS -- Fund fully invested in a diverse range of high quality businesses and projects. -- NAV per share up 1.62p, now 95.28p (after adding back dividends) following profit of GBP280,000 before tax for the year. -- 25p per share of dividends paid since inception, 5p during the year, equivalent to a 7.1% per annum tax-free running yield on net investment. -- As envisaged in the original Prospectus, resolutions will be put forward for a winding up of the VCT at the end of its planned life. CHAIRMAN'S STATEMENT Introduction I am pleased to present the Company's fifth Annual Report, which is for the year ended 29 February 2016. The Company was launched and began investing in Spring 2011, with a planned life of five years. In this, its fifth year, the process of realising the Company's qualifying investments and preparing to return capital to investors advanced significantly. Results The Company reported a profit before tax for the year of GBP280,000 (2015: GBP262,000), equivalent to 1.62p per ordinary share (calculated on the weighted average number of shares). The Net Asset Value per ordinary share ("NAV") at the year end (adding back the 25p of dividends paid to date) was 95.28p. Dividends As envisaged in the Company's prospectus, the Company has for the fifth calendar year in succession paid a dividend of 5p per ordinary share, equivalent to a 7.1% tax-free running yield on shareholder's net investment. Investments At the end of the year, the Company had just over GBP8 million invested in a mixture of qualifying and non-qualifying investments whilst maintaining our VCT qualifying status. These investments are primarily in asset-backed businesses and projects providing a gross annual return of 8.3% on the basis of current deployments and investment performance. Details of the Company's portfolio of investments, and expected timetable of exits, can be found in the Investment Manager's report, below. VCT qualifying status PricewaterhouseCoopers LLP ("PwC") provides the board and the investment manager with advice on the ongoing compliance with HMRC rules and regulations concerning VCTs. PwC also assists the Investment Manager in establishing the status of investments as qualifying holdings. Proposal to Wind-Up the Company The Company has now just passed its fifth anniversary. In accordance with the plans set out in the Company's Prospectus, the Board expects to convene a General Meeting of the Company in the autumn of this year, at which resolutions will be proposed to place the Company into members' solvent liquidation. If these are passed, liquidators will be appointed and the Company will seek to de-list from the London Stock Exchange. Once such resolutions have been passed by shareholders, for a maximum period of three years many of the VCT rules, including the 70 per cent qualifying rule, are suspended whilst the Company retains its VCT status of tax free distribution to UK taxpayers. The intention is to return the balance of the capital in an orderly way, with disposals timed appropriately to enable further substantial distributions by the end of 2016. David Buchler Chairman 30 June 2016 INVESTMENT MANAGER'S REPORT Introduction In its fifth year, the Company continues to make good progress. It is now beginning the process of returning capital to shareholders through the realisation of investments whilst maintaining its qualifying status. We believe our portfolio is well positioned to deliver attractive returns to shareholders within the Company's expected remaining time horizon. Qualifying Investments As previously reported, Huntly Trading Limited and Jephcote Trading Limited (in which the Company had invested GBP1,000,000 and GBP1,650,000 respectively) have been, as members of SKPB Services LLP, engaged in a contract with Ansgate (Barnes) Limited to provide project management and contracting services in connection with the construction of nine new houses and 12 new flats at a construction known as The Albany, in Barnes, south west London. We are pleased to report that the project completed successfully earlier this year, generating attractive returns. During the year, SKPB Services LLP also successfully completed its contract with HB Villages Tranche 2 Limited to provide project management and contracting services in connection with the construction of 16 units in Bolton as accommodation and supported housing for psychiatric and learning disabled service users and their care-workers. We understand that the management of SKPB Services are in advance discussions in connection with a new large contract. The Company's investment of GBP1,650,000 (alongside other Puma VCTs) into Saville Services Limited continues to perform well. Saville Services has been providing contracting services over a series of projects, including the construction of a private detached housing development in the countryside outside Aberdeen, under contract to Churchill Homes Limited, a longstanding Aberdeenshire developer. Shortly following the year end, Saville Services successfully completed its contract in connection with the development of 16 apartments for supported living for psychiatric and learning disabled service users in Wolverhampton, generating attractive returns for Saville Services which will benefit the Company when its investment is repaid in due course. As previously reported, your Company also made investments of GBP880,000 into each of two contracting companies, Frederica Trading Limited and Glenmoor Trading Limited. Frederica and Glenmoor (as members of a limited liability partnership, DEFG Trading LLP, with other contracting companies) have been providing contracting services for supported living developments in Bury and Clacton, the latter of which completed during the year with an attractive return to DEFG Trading. During the year, Frederica redeemed its investment in full which the Company subsequently has reinvested into Elgin Trading Limited, another member of DEFG Trading, retaining its underlying exposure to DEFG Trading's growing contracting services business. During the year, the Company had invested GBP200,000 (as part of a GBP2.6 million investment alongside other Puma VCTs) into Alyth Trading Limited, a nationwide provider of contracting services to provide working capital for its ongoing business. During the year, Alyth Trading entered into a contract to provide contracting services in connection with the construction of a 68 bed purpose built care home in Egham, Windsor. We understand that the construction is progressing well. As reported in the Company's interim report, the Company realised its investment in Brewhouse and Kitchen Limited during the year, receiving a GBP1.45 million return on its investment of GBP1.25 million. Our funding facilitated the acquisition of freehold pubs and the roll-out of the Brewhouse and Kitchen brand which now operates nine units across locations in London, Bristol and the South East of England. We are pleased to have facilitated the growth and development of this exciting business and wish its team well in the future. Non-Qualifying Investments During the year, the Company advanced a non-qualifying loan of GBP360,000 (through an affiliate Valencia Lending Limited) to Citrus PX Two Limited. This loan, together with loans from other vehicles managed and advised by your Investment Manager, form part of a series of revolving credit facilities to provide working capital to the Citrus PX business. Citrus PX operates a property part exchange service facilitating the rapid purchase of properties for developers and homeowners. The facility provides a series of loans to Citrus PX, with the benefit of a first charge over a geographically diversified portfolio of residential properties on conservative terms. We are pleased to report that the Company's GBP7.1 million bridging facility to companies within the Connolly and Callaghan group and its GBP1.33 million loan (as part of a GBP4 million financing with other Puma VCTs) to Puma Brandenburg Finance Limited, a subsidiary of Puma Brandenburg Limited, were both repaid in full during the year giving a good risk-adjusted return to the Company. During the year, to further manage liquidity, the Company invested GBP365,000 via Latimer Lending Limited in a floating rate bond issued by Commonwealth Bank of Australia (GBP200,000) and in a 6.5% bond issued by J Sainsbury plc (GBP165,000). Shortly following the year end, the Company advanced a GBP1 million non-qualifying loan (as part of a GBP2.9 million financing with other vehicles and companies managed and advised by your Investment Manager) to Oval Estates (St Peter's) Limited. Oval Homes owns a 6 acre site in Radstock, near Bath, which has outline planning permission for the development of 81 new houses and the Company's loan, extended at an appropriate loan-to-value ratio, is secured with a first charge on the site. It is expected that, upon receipt of detailed planning permission (expected later this year), the Company's loan will be repaid as Oval Homes secures development finance. Investment Strategy We are pleased to have invested the Company's funds in a balanced portfolio of both qualifying and non-qualifying secured investments and are working on improving the liquidity of the portfolio wherever possible whilst maintaining an appropriate risk adjusted return. We continue to focus on the monitoring of our investments and are focused on exits. The objective remains to achieve an orderly winding up of the Company's assets at the end of its life, subject to shareholder approval at the forthcoming General Meeting. Shore Capital Limited 30 June 2016 Investment Portfolio Summary As at 29 February 2016
Valuation as a % of Valuation Cost Gain/(loss) Net Assets GBP'000 GBP'000 GBP'000 Qualifying Investments - Unquoted Elgin Trading Limited 880 880 - 9% Glenmoor Trading Limited 880 880 - 9% Huntly Trading Limited 1,000 1,000 - 11% Jephcote Trading Limited 1,650 1,650 - 17% Saville Services Limited 1,650 1,650 - 17% Alyth Trading Limited 200 200 - 2% Total Qualifying Investments 6,260 6,260 - 65% Non-Qualifying Investments Palmer Lending Limited 1,000 1,000 - 11% Latimer Lending Limited 34 34 - 0% Valencia Lending Limited 360 360 - 4% Total Non-Qualifying investments 1,394 1,394 - 15% Liquidity Management Latimer Lending Limited (Sainsburys Bond)* 160 164 (4) 2% Latimer Lending Limited (CBA Bond)* 202 202 - 2% Total Liquidity Management investments 362 366 (4) 4% Total Investments 8,016 8,020 (4) 84% Balance of Portfolio 1,478 1,478 - 16% Net Assets 9,494 9,498 (4) 100% * Listed on the London Stock Exchange Of the investments held at 29 February 2016, all are incorporated in England and Wales. Income Statement For the year ended 29 February 2016 Year ended 29 February Year ended 28 February 2016 2015 Note Revenue Capital Total Revenue Capital Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 (Loss)/Gain on investments 8 (b) - (4) (4) - 38 38 Income 2 674 - 674 606 - 606 674 (4) 670 606 38 644 Investment management fees 3 (53) (159) (212) (53) (159) (212) Other expenses 4 (178) - (178) (170) - (170) (231) (159) (390) (223) (159) (382) Profit on ordinary activities before taxation 443 (163) 280 383 (121) 262 Tax (charge)/credit on profit on ordinary activities 5 (93) 32 (61) (26) - (26) Profit and total comprehensive income for the year 350 (131) 219 357 (121) 236 Basic and diluted Return/(loss) per Ordinary Share (pence) 6 2.59p (0.97p) 1.62p 2.65p (0.90p) 1.75p All items in the above statement derive from continuing operations. There are no gains or losses other than those disclosed in the Income Statement. The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 by the Association of Investment Companies. Balance Sheet As at 29 February 2016 As at As at Note 29 February 2016 28 February 2015 GBP'000 GBP'000 Fixed Assets Investments 8 8,016 9,040 Current Assets Debtors 9 1,020 653 Cash 673 424 1,693 1,077 Creditors - amounts falling due within one year 10 (214) (165) Net Current Assets 1,479 912 Total Assets less Current Liabilities 9,495 9,952 Creditors - amounts falling due after more than one year 11 (1) (1) Net Assets 9,494 9,951 Capital and Reserves Called up share capital 12 135 135 Capital reserve - realised (1,100) (973) Capital reserve - unrealised (4) - Revenue reserve 10,463 10,789 Total equity 9,494 9,951 Net Asset Value per Ordinary Share 13 70.28p 73.66p The financial statements on pages 25 to 41 were approved and authorised for issue by the Board of Directors on 30 June 2016 and were signed on their behalf by: David Buchler Chairman 30 June 2016 Statement of Cash Flows For the year ended 29 February 2016 Year ended Year ended 29 February 28 February 2016 2015 GBP'000 GBP'000 Reconciliation of profit after tax to net cash used in operating activities Profit on ordinary activities after taxation 219 236 Loss/(Gain) on investments 4 (38) Taxation 61 26 Increase in debtors (367) (481) (Decrease)/increase in creditors (12) 15 Net cash used in operating activities (95) (242) Cash flow from investing activities Purchase of investments (1,560) (950) Proceeds from disposal of investments 2,580 1,904 Net cash generated from investing activities 1,020 954 Cash flow from financing activities Dividends paid to shareholders (676) (676) Net cash used in financing activities (676) (676) Net increase in cash and cash equivalents 249 36 Cash and cash equivalents at start of year 424 388 Cash and cash equivalents at the end of year 673 424 Statement of Changes in Equity For the year ended 29 February 2016 Called up Capital Capital share reserve - reserve - Revenue capital realised unrealised reserve Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance as at 1 March 2014 135 (642) (210) 11,108 10,391 Profit for the year - (121) - 357 236 Realisation of revaluation from prior period - (210) 210 - - Dividends paid - - - (676) (676) Balance as at 28 February 2015 135 (973) - 10,789 9,951 Profit for the year - (127) (4) 350 219 Dividends paid - - - (676) (676) Balance as at 29 February 2016 135 (1,100) (4) 10,463 9,494 Distributable reserves comprise: Capital reserve-realised, Capital reserve-unrealised (excluding gains on unquoted investments) and the Revenue reserve. At the year-end distributable reserves were GBP9,359,000 (2015: GBP9,816,000). The Capital reserve-realised includes gains/losses that have been realised in the year due to the sale of investments, net of related costs. The Capital reserve-unrealised represents the investment holding gains/losses and shows the gains/losses on investments still held by the company not yet realised by an asset sale. The revenue reserve represents the cumulative revenue earned less cumulative distributions. 1. Accounting Policies Accounting convention Puma VCT VII plc ("the Company") was incorporated on 30 September 2010 and is domiciled in England and Wales. The registered office is Bond Street House, 14 Clifford Street, London W1S 4JU. The Company is a public limited company whose shares are listed on LSE with a premium
listing. The company's principal activities and nature of operations are disclosed in the Report of the Directors. The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investments held at fair value, and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 by the Association of Investment Companies ("the SORP"). Monetary amounts in these financial statements are rounded to the nearest whole GBP1,000, except where otherwise indicated. First time adoption of FRS 102 These financial statements are the first financial statements of the Company prepared in accordance with FRS 102. The financial statements of the Company for the year ended 28 February 2015 were prepared in accordance with previous UK GAAP. Some of the FRS 102 recognition, measurement, presentation and disclosure requirements and accounting policy choices differ from previous UK GAAP. There are no significant changes to the accounting policies as a result of the adoption of FRS 102 and no changes in previously reported profit or equity. Investments All investments are measured at fair value. They are all held as part of the Company's investment portfolio and are managed in accordance with the investment policy set out on page 12. Listed investments are stated at bid price at the reporting date. Unquoted investments are stated at fair value by the Directors with reference to the International Private Equity and Venture Capital Valuation Guidelines ("IPEV") as follows: -- Investments which have been made within the last twelve months or where the investee company is in the early stage of development will usually be valued at the price of recent investment except where the company's performance against plan is significantly different from expectations on which the investment was made in which case a different valuation methodology will be adopted. -- Investments in debt instruments will usually be valued by applying a discounted cash flow methodology based on expected future returns of the investment. -- Alternative methods of valuation such as net asset value may be applied in specific circumstances if considered more appropriate. Realised surpluses or deficits on the disposal of investments are taken to realised capital reserves, and unrealised surpluses and deficits on the revaluation of investment are taken to unrealised capital reserves. 1. Accounting Policies (continued) Income Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received. Interest receivable is recognised wholly as a revenue item on an accruals basis. Performance fees Upon its inception, the Company agreed performance fees payable to the Investment Manager, Shore Capital Limited, and members of the investment management team at 20 per cent of the aggregate excess of the amounts realised over GBP1 per Ordinary Share returned to Ordinary Shareholders. This incentive will only be effective once the other holders of Ordinary Shares have received distributions of GBP1 per share. The performance fee is accounted for as an equity-settled share-based payment. Section 26 of FRS 102 "Share-Based Payment" requires the recognition of an expense in respect of share-based payments in exchange for goods or services. Entities are required to measure the goods or services received at their fair value, unless that fair value cannot be estimated reliably in which case that fair value should be estimated by reference to the fair value of the equity instruments granted. At each balance sheet date, the Company estimates that fair value by reference to any excess of the net asset value, adjusted for dividends paid, over GBP1 per share in issue at the balance sheet date. Any change in fair value is recognised in the Income Statement with a corresponding adjustment to equity. Expenses All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of: -- expenses incidental to the acquisition or disposal of an investment charged to capital; and -- the investment management fee, 75 per cent of which has been charged to capital to reflect an element which is, in the directors' opinion, attributable to the maintenance or enhancement of the value of the Company's investments in accordance with the Board's expected long-term split of return; and -- the performance fee which is allocated proportionally to revenue and capital based on the respective contributions to the Net Asset Value. Taxation Corporation tax is applied to profits chargeable to corporation tax, if any, at the applicable rate for the year. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the marginal basis as recommended by the SORP. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more, or right to pay less, tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. 1. Accounting Policies (continued) Reserves Realised losses and gains on investments, transaction costs, the capital element of the investment management fee and taxation are taken through the Income Statement and recognised in the Capital Reserve - Realised on the Balance sheet. Unrealised losses and gains on investments and the capital element of the performance fee are also taken through the Income Statement and are recognised in the Capital Reserve - Unrealised. Debtors Debtors include accrued income which is recognised at amortised cost, equivalent to the fair value of the expected balance receivable. Dividends Final dividends payable are recognised as distributions in the financial statements when the Company's liability to make payment has been established. The liability is established when the dividends proposed by the Board are approved by the Shareholders. Interim dividends are recognised when paid. Key accounting estimates and assumptions The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year relate to the fair value of unquoted investments. Further details of the unquoted investments are disclosed in the Investment Manager's Report on pages 3 to 5 and notes 8 and 14 of the financial statements. 2. Income Year ended 29 February Year ended 28 February 2016 2015 GBP'000 GBP'000 Income from investments Loan stock interest 669 602 Bond yields 4 - 673 602 Other income Bank deposit income 1 4 674 606 3. Investment Management Fees Year ended 29 February Year ended 29 February 2016 2015 GBP'000 GBP'000 Shore Capital Limited 212 212 212 212 Shore Capital Limited ("Shore Capital") has been appointed as the Investment Manager of the Company for an initial period of five years, which can be terminated by not less than twelve months' notice, given at any time by either party, on or after the fifth anniversary. The Board is satisfied with the performance of the Investment Manager. Under the terms of this agreement Shore Capital will be paid an annual fee of 2 per cent of the Net Asset Value payable quarterly in arrears calculated on the relevant quarter end NAV of the Company. These fees are capped, the Investment Manager having agreed to reduce its fee (if necessary to nothing) to contain total annual costs (excluding performance fee and trail commission) to within 3.5 per cent of Net Asset Value. Total costs this year were 3.5 per cent of Net Asset Value (2015: 3.5%). 4. Other expenses
Year ended Year ended 29 February 28 February 2016 2015 GBP'000 GBP'000 Administration - Shore Capital Fund Administration Services Limited 37 37 Directors Remuneration 61 61 Social security costs 3 3 Auditor's remuneration for statutory audit 22 22 Insurance 1 1 Legal and professional fees 7 9 Trail commission 28 29 Other expenses 19 8 178 170 Shore Capital Fund Administration Services Limited provides administrative services to the Company for an aggregate annual fee of 0.35 per cent of the Net Asset Value of the Fund, payable quarterly in arrears. Remuneration for each Director for the year is disclosed in the Directors' Remuneration Report on page 17. The Company had no employees (other than Directors) during the year. The average number of non-executive Directors during the year was 3 (2015: 3). The non-executive Directors are considered to be the Key Management Personnel of the Company with total remuneration for the year of GBP64,000 (2015: GBP64,000), including social security costs. The Auditor's remuneration of GBP18,500 (2015: GBP18,000) has been grossed up in the table above to be inclusive of VAT. 5. Tax on Ordinary Activities Year Year ended ended 29 28 February February 2016 2015 GBP'000 GBP'000 UK corporation tax charged to revenue reserve 93 26 UK corporation tax credited to capital reserve (32) - UK corporation tax charge for the year 61 26 Factors affecting tax charge for the year Profit on ordinary activities before taxation 280 262 Tax charge calculated on profit on ordinary activities before taxation at the applicable rate of 20% 56 52 Capital loss/(gain) not deductible/(taxable) 1 (8) Tax losses utilised in the year - (18) Other differences 4 - 61 26 Capital returns are not taxable as VCTs are exempt from tax on realised capital gains subject that they comply and continue to comply with the VCT regulations. No provision for deferred tax has been made in the current accounting year. No deferred tax assets have been recognised as the timing of their recovery cannot be foreseen with any certainty. Due to the Company's status as a Venture Capital Trust and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. 6. Basic and diluted return/(loss) per Ordinary Share Year ended 29 February 2016 Revenue Capital Total Profit/(loss) for the year (GBP'000) 350 (131) 219 Weighted average number of shares 13,508,927 13,508,927 13,508,927 Return per share 2.59p (0.97)p 1.62p Year ended 29 February 2015 Revenue Capital Total Profit/(loss) for the year (GBP'000) 357 (121) 236 Weighted average number of shares 13,508,927 13,508,927 13,508,927 Return per share 2.65p (0.90)p 1.75p 7. Dividends The Directors do not propose a final dividend in relation to the year ended 29 February 2016 (2015: GBPnil). An interim dividend of 5p per ordinary share was paid from revenue reserves in respect of the year ended 29 February 2016 totalling GBP676,000 (2015: GBP676,000). 8. Investments (a) Movements in Non qualifying investments Qualifying investments investments Total GBP'000 GBP'000 GBP'000 Book cost and valuation at 1 March 2015 7,310 1,730 9,040 Purchases at cost 200 1,360 1,560 Proceeds on disposal (1,250) (1,330) (2,580) Net unrealised loss - (4) (4) Valuation at 29 February 2016 6,260 1,756 8,016 Book cost at 29 February 2016 6,260 1,760 8,020 Unrealised loss at 29 February 2016 - (4) (4) Valuation at 29 February 2016 6,260 1,756 8,016 (b) Gains/(losses) on investments The gains/(losses) on investments for the year shown in the Income Statement is analysed as follows: Year ended Year ended 29 28 February February 2016 2015 GBP'000 GBP'000 Realised gain on disposal - 38 Net unrealised losses on revaluation in respect of investments held at the year end (4) - (4) 38 (c) Quoted and unquoted investments Market value as at 29 Market value as at 29 February 2016 February 2015 GBP'000 GBP'000 Quoted investments 362 - Unquoted investments 7,654 9,040 8,016 9,040 Further details of these investments are disclosed in the Investment Portfolio Summary on pages 6 to 10 of the Annual Report. 9. Debtors As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 Accrued income 1,020 653 10. Creditors - amounts falling due within one year As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 Accrued management fees and administration costs 127 139 Corporation tax 87 26 214 165 11. Creditors - amounts falling due after more than one year As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 Loan notes 1 1 On 29 November 2010, the Company issued Loan Notes in the amount of GBP1,000 to a nominee on behalf of the Investment Manager and members of the investment management team. The Loan Notes accrue interest of 5 per cent per annum. The loan notes entitle the Investment Manager and members of the investment management team to receive a performance related incentive of 20 per cent of the aggregate amounts realised by the Company in excess of GBP1 per Ordinary Share. The Shareholders will be entitled to the balance. This incentive, to be effected through the issue of shares in the Company, will only be exercised once the holders of Ordinary Shares have received dividends of GBP1 per share (whether capital or income). 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. In the event that distributions to the holders of Ordinary Shares totalling GBP1 per share have been made the Loan Notes will convert into sufficient Ordinary Shares to represent 20 per cent of the enlarged number of Ordinary Shares. The amount of the performance fee will be calculated as 20 per cent of the excess of the net asset value (adjusted for dividends paid) over GBP1 per issued share. 12. Called Up Share Capital As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 13,508,927 ordinary shares of 1p each 135 135 13. Net Asset Value per Ordinary Share
As at As at 29 February 2016 28 February 2015 Net assets 9,494,000 9,951,000 Shares in issue 13,508,927 13,508,927 Net asset value per share Basic 70.28p 73.66p Diluted 70.28p 73.66p 14. Financial Instruments The Company's financial instruments comprise its investments, cash balances, debtors and certain creditors. The fair value of all of the Company's financial assets and liabilities is represented by the carrying value in the Balance Sheet. Excluding cash balances, the Company held the following categories of financial instruments at 29 February 2016: As at 29 As at 28 February February 2016 2015 GBP'000 GBP'000 Financial assets measured at fair value through profit or loss Investments managed through Shore Capital Limited 8,016 9,040 Financial assets that are debt instruments measured at amortised cost Interest, dividends and other receivables 1,020 653 Financial liabilities measured at amortised cost (128) (140) 8,908 9,553 Management of risk The main risks the Company faces from its financial instruments are market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency movements, liquidity risk, credit risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these risks. The Board's policies for managing these risks are summarised below and have been applied throughout the year. 14. Financial Instruments (continued) Credit risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager monitors counterparty risk on an ongoing basis. The carrying amount of financial assets best represents the maximum credit risk exposure at the balance sheet date. The Company's financial assets and maximum exposure to credit risk is as follows: As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 Investments in loans, loan notes and bonds 4,738 5,027 Cash at bank and in hand 673 424 Interest, dividends and other receivables 1,020 653 6,431 6,104 The cash held by the Company at the year end is in a U.K. bank. Bankruptcy or insolvency of the bank may cause the Company's rights with respect to the receipt of cash held to be delayed or limited. The Board monitors the Company's risk by reviewing regularly the financial position of the bank and should it deteriorate significantly the Investment Manager will, on instruction of the Board, move the cash holdings to another bank. Credit risk associated with interest, dividends and other receivables are predominantly covered by the investment management procedures. Investments in loans, loan notes and bonds comprises a fundamental part of the Company's venture capital investments, therefore credit risk in respect of these assets is managed within the Company's main investment procedures. Market price risk Market price risk arises mainly from uncertainty about future prices of financial instruments held by the Company. It represents the potential loss the Company might suffer through holding investments in the face of price movements. The Investment Manager actively monitors market prices and reports to the Board, which meets regularly in order to consider investment strategy. The Company's strategy on the management of market price risk is driven by the Company's investment policy as outlined in the Strategic Report on page 12. The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders. Holdings in unquoted investments may pose higher price risk than quoted investments. Some of that risk can be mitigated by close involvement with the management of the investee companies along with review of their trading results. 4.5% of the Company's investments are quoted investments and 95.5% are unquoted investments. 14. Financial Instruments (continued) Liquidity risk Details of the Company's unquoted investments are provided in the Investment Portfolio summary on page 6. By their nature, unquoted investments may not be readily realisable, the Board considers exit strategies for these investments throughout the year for which they are held. As at the year end, the Company had no borrowings, other than loan notes amounting to GBP1,000 (2015: GBP1,000) (see note 11). The Company's liquidity risk associated with investments is managed on an ongoing basis by the Investment Manager in conjunction with the Directors and in accordance with policies and procedures in place as described in the Report of the Directors. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses. Fair value interest rate risk The benchmark that determines the interest paid or received on the current account is the Bank of England base rate, which was 0.5 per cent at 29 February 2016. All of the loan and loan note investments are unquoted and hence not directly subject to market movements as a result of interest rate movements. Cash flow interest rate risk The Company has exposure to interest rate movements primarily through its cash deposits and loan notes which track either the Bank of England base rate or LIBOR. Interest rate risk profile of financial assets The following analysis sets out the interest rate risk of the Company's financial assets as at 29 February 2016. Weighted average Weighted average period until Rate status interest rate maturity Total GBP'000 Cash at bank - RBS Floating 0.15% - 673 Cash at bank - Investec Fixed 0.80% 32 day notice - Loans, loan notes and bonds Floating 6.07% 47 months 562 Loans, loan notes and bonds Fixed 15.77% 44 months 2,020 Balance of assets Non-interest bearing - 6,454 9,709 The following analysis sets out the interest rate risk of the Company's financial assets as at 28 February 2015. Weighted average Weighted average period until Rate status interest rate maturity Total GBP'000 Cash at bank - RBS Floating 0.15% - 165 Cash at bank - Investec Fixed 0.80% 32 day notice 259 Loans, loan notes and bonds Floating 17.19% 31 months 3,697 Loans, loan notes and bonds Fixed 5.00% 9 months 1,330 Balance of assets Non-interest bearing - 4,666 10,117 14. Financial Instruments (continued) Foreign currency risk The reporting currency of the Company is Sterling. The Company has not held any non-Sterling investments during the year. Fair value hierarchy Financial assets and liabilities measured at fair value are disclosed using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements, as follows:- -- Level a - Fair value is measured based on quoted prices in an active market. -- Level b - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices. -- Level c (i) - Fair value is measured using a valuation technique that is based on data from an observable market. -- Level c (ii) - Fair value is measured using a valuation technique that is not based on data from an observable market. Fair values have been measured at the end of the reporting year as follows:- As at 29 February 2016 As at 28 February 2015 GBP'000 GBP'000 Level a Investments listed on LSE 362 - Level c(ii) Unquoted investments 7,654 9,040 8,016 9,040
The Level c (ii) investments have been valued in line with the Company's accounting policies and IPEV guidelines. Further details of these investments are provided in the significant investments section of the Annual Report. Reconciliation of fair value for level c (ii) financial instruments held at the year-end: Unquoted Loans and Total shares loan notes GBP'000 GBP'000 GBP'000 Balance as at 1 March 2014 3,628 6,328 9,956 Purchases at cost 385 565 950 Repayments of loans and loan notes (38) (1,866) (1,904) Realised gain 38 - 38 Balance as at 28 February 2015 4,013 5,027 9,040 Purchases at cost 140 1,420 1,560 Repayments of loans and loan notes (875) (1,705) (2,580) Transfer to quoted investments - (366) (366) Balance as at 29 February 2016 3,278 4,376 7,654 15. Capital management The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk. By its nature, the Company has an amount of capital, at least 70% (as measured under the tax legislation) of which must be, and remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed. 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. There have been no changes to this approach from prior years. 16. Contingencies, Guarantees and Financial Commitments There were no commitments, contingencies or guarantees of the Company at the year-end (2015: GBPnil). 17. Controlling Party In the opinion of the Directors there is no immediate or ultimate controlling party. The financial information set out in this announcement does not constitute the Company's statutory financial statements in accordance with section 434 Companies Act 2006 for the year ended 29 February 2016, but has been extracted from the statutory financial statements for the year ended 29 February 2016 which were approved by the Board of Directors on 30 June 2016 and will be delivered to the Registrar of Companies. The Independent Auditor's Report on those financial statements was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. The statutory accounts for the year ended 28 February 2015 have been delivered to the Registrar of Companies and received an Independent Auditors report which was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. A copy of the full annual report and financial statements for the year ended 29 February 2016 will be printed and posted to shareholders shortly. Copies will also be available to the public at the registered office of the Company at Bond Street House, 14 Clifford Street, London, W1S 4JU and will be available for download from www.pumainvestments.co.uk. This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: PUMA VCT VII PLC via Globenewswire HUG#2024498
(END) Dow Jones Newswires
June 30, 2016 11:35 ET (15:35 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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