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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Puma High | LSE:PMH | London | Ordinary Share | GB00B53Y1331 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 37.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMPMH Puma High Income VCT plc Annual report and accounts 2015 HIGHLIGHTS -- Fully deployed in a diverse range of high quality loans and equities. -- 35p per share of dividends paid since inception, 7p during the year, equivalent to a 10% per annum tax-free running yield on net investment. -- NAV per share up 0.67p, now 94.91p (both after adding back dividends). -- 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 31 March 2015. The Company was launched and began investing in Spring 2010, with a planned life of five years. In this, its fifth year, the process of realising the Company's qualifying investments and returning capital to investors advanced significantly. Dividends As envisaged in the Company's prospectus, the Company has for the fifth calendar year in succession paid a dividend of 7p per ordinary share, equivalent to a 10% tax-free running yield on shareholder's net investment. Results Net asset value per share ("NAV") during the year grew by 0.67p per share (after adding back dividends paid in the year) to 94.91p as at 31 March 2015 (after adding back dividends paid to date) or 59.91p after dividends. Investments At the start of the year, the Company had just over GBP8.5 million invested, representing 95% of its net asset value, 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 c6% on the basis of current deployments and investment performance. Details of the Company's portfolio of investments 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. Change in Board Harold Paisner, who served as a Director from the flotation of the Company, stepped down from the Board on 23 September 2014. On behalf of the Board and shareholders, I would like to thank Harold for his contributions. Annual General Meeting and Proposal to Wind-Up the Company The Annual General Meeting of the Company will be held at Bond Street House, 14 Clifford Street, London W1S 4JU on 30 September 2015 at 11.00 a.m. Notice of the Annual General Meeting and Form of Proxy will be inserted within the annual accounts. 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. Disposals will be planned appropriately to enable further substantial distributions by the end of 2015 and any balance in 2016. Ray Pierce Chairman 31 July 2015 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 The Company's investment of GBP920,000 (as part of GBP3.1 million across the Puma VCTs) into Brewhouse and Kitchen Limited continues to perform well. Brewhouse and Kitchen, which owns and operates pubs with micro-breweries onsite, is managed by two highly experienced pub sector professionals and our funding has facilitated the acquisition of freehold pubs and the roll-out of the brand. The investment is largely in the form of senior debt, secured with a first charge over the business and each site acquired. Funds can be utilised to a maximum 65% loan-to-value ratio, and have produced an attractive return to the Company. During the year, Brewhouse and Kitchen opened a further four units and now operates five units across locations in London, Bristol and the South East. The portfolio is trading well and the investment is expected to be repaid during the last quarter of 2015. As previously reported, Isaacs Trading Limited and Huntly Trading Limited (in each of which the Company had invested GBP700,000) engaged in a number of projects to provide project management and contracting services as members of SKPB Services LLP. These include the construction of nine new houses and 12 new flats at a construction known as The Albany, in Barnes, south west London. The total cost of the project is c.GBP15 million and the developers have already pre-sold four of the flats at prices in line with a gross development value for the project of c.GBP30 million. The project is expected to complete in Q1 2016. SKPB Services LLP has also been engaged in the construction of units as accommodation and supported housing for psychiatric and learning disabled service users, and their care-workers. These projects included building 16 units in Bolton and 12 units in Timperley. Both these projects have recently completed. The Company's investments of GBP880,000 into each of two contracting companies, Frederica Trading Limited and Glenmoor Trading Limited are progressing well. Frederica and Glenmoor (as members of a limited liability partnership with other contracting companies) are currently providing contracting services in connection with supported living developments in Clacton and Bury. The Clacton project is expected to complete during the summer whilst the Bury project is expected to conclude during the spring of 2016. As reported in the Company's interim report, during the year the Company realised its investment in SIP Communications plc, in which it invested GBP700,000. We had provided GBP210,000 against this investment in prior years to reflect its trading difficulties, but we are pleased to report that we were able to reduce the provision and the eventual realisation was close to the original investment. Over its life the Company recovered GBP637,000 from this investment. As previously reported, during the year Mirfield Contracting Limited, in which the Company had invested GBP860,000, completed its project providing project management services to a development of town houses in West Yorkshire. The project generated attractive returns for Mirfield Contracting which will benefit the Company when its investment is repaid later this year. The Company's GBP1.4 million investment alongside other Puma VCTs into Saville Services Limited, a contracting company, is performing well. Saville Services is currently providing contracting services on the construction of a private detached housing development in the countryside outside Aberdeen, under contract to Churchill Homes Limited, a longstanding Aberdeenshire developer. The project is expected to conclude during the last quarter of 2015. As reported in the Company's interim report, during the year Saville Services also completed the development of 20 apartments for supported living for psychiatric and learning disabled service users in Grimsby, North East Lincolnshire. Non-qualifying investments As previously reported, we have adopted a strategy for the non-qualifying portfolio of moving away from quoted investments and instead investing in secured non-qualifying loans offering a good yield with hopefully limited downside risk. The Company's GBP1.25 million loan (as part of a GBP4 million financing with other Puma VCTs) to Puma Brandenburg Finance Limited, a subsidiary of Puma Brandenburg Holdings Limited, continues to perform well. The loan is secured on a portfolio of flats in the middle class area of central Berlin, Germany and, in accordance with the terms of the loan, GBP389,000 was repaid during the period. Since the loan was made, the property market in this area of Berlin has been very strong, further enhancing the excellent security we have for this loan which is due for final repayment at the end of this year. As previously reported, the Company had extended a GBP860,000 loan (through Buckhorn Lending Limited) which, together with loans from other Puma VCTs, provided a GBP4 million revolving credit facility to Ennovor Trading 1 Limited. The facility provided working capital for the purchase of used cooking oil for conversion into bio-diesel and attracted a substantial interest rate for utilised funds and a lower rate for non-utilised funds. The ultimate borrower owned a large oil refining plant near Birkenhead and was processing cooking oil to sell to petrol and diesel retailers who are obligated to include bio-fuels in their offerings. The facility was structured to mitigate risks by being capable of being drawn only once back-to-back purchase and sale contracts had been entered into with approved counterparties. In November 2014, following a major default by one of those counterparties, Ennovor Trading 1 Limited was placed into administration. The Company has recovered its principal in full (plus some interest) from the proceeds of the administration to date and there are good prospects that the Company can recover the balance of the interest. During the year, the Company extended a GBP700,000 loan to various entities within the Citrus Group (through an affiliate, Valencia Lending Limited) which, together with loans from other vehicles also managed and advised by us, formed part of a GBP10 million revolving credit facility 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 provided 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 and is performing well. Outlook We are pleased to have substantially invested the Company's funds in 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 31 July 2015 Investment Portfolio Summary As at 31 March 2015 Valuation as a % of Valuation Cost Gain / (loss) Net Assets GBP'000 GBP'000 GBP'000 As at 31 March 2015 Qualifying Investments Brewhouse & Kitchen Limited 920 920 - 11% Saville Services Limited 1,400 1,400 - 17% Mirfield Contracting Limited 860 860 - 11% Huntly Trading Limited 700 700 - 9% Isaacs Trading Limited 700 700 - 9% Frederica Trading Limited 880 880 - 11% Glenmoor Trading Limited 880 880 - 11% Total Qualifying Investments 6,340 6,340 - 79% Non-Qualifying Investments Valencia Lending Limited 700 700 - 9% Puma Brandenburg Finance Limited 674 674 - 8% Total Non-Qualifying investments 1,374 1,374 - 17% Total Investments 7,714 7,714 - 96% Balance of Portfolio 477 477 4% Net Assets 8,191 8,191 - 100% Of the investments held at 31 March 2015, 91 per cent are incorporated in England and Wales and 9 per cent incorporated in Guernsey. Percentages have been calculated on the valuation of the assets at the reporting date. Income Statement For the year ended 31 March 2015 Year ended 31 March 2015 Year ended 31 March 2014 Note Revenue Capital Total Revenue Capital Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Gain on investments 8 (c) - 55 55 - - - Income 2 372 - 372 495 - 495 372 55 427 495 - 495 Investment management fees 3 (45) (135) (180) (50) (150) (200) Other expenses 4 (155) - (155) (161) - (161) (200) (135) (335) (211) (150) (361) Profit/(loss) on ordinary activities before taxation 172 (80) 92 284 (150) 134 Tax on ordinary activities 5 - - - - - - Profit/(loss) on ordinary activities after tax attributable to equity shareholders 172 (80) 92 284 (150) 134 Basic and diluted Return/(loss) per Ordinary Share (pence) 6 1.26p (0.59p) 0.67p 2.08p (1.10p) 0.98p The total column represents the profit and loss account and the revenue and capital columns are supplementary information. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. No separate Statement of Total Recognised Gains and Losses is presented as all gains and losses are included in the Income Statement. Balance Sheet As at 31 March 2015 Registered No: 07036487 As at As at Note 31 March 2015 31 March 2014 GBP'000 GBP'000 Fixed Assets Investments 8 7,714 8,598 Current Assets Debtors 9 532 356 Cash 97 273 629 629 Creditors - amounts falling due within one year 10 (151) (170) Net Current Assets 478 459 Total Assets less Current Liabilities 8,192 9,057 Creditors - amounts falling due after more than one year (including convertible debt) 11 (1) (1) Net Assets 8,191 9,056 Capital and Reserves Called up share capital 12 137 137 Capital reserve - realised (989) (699) Capital reserve - unrealised - (210) Revenue reserve 9,043 9,828 Equity Shareholders' Funds 8,191 9,056 Net Asset Value per Ordinary Share 13 59.91p 66.24p Diluted Net Asset Value per Ordinary Share 13 59.91p 66.24p The financial statements were approved and authorised for issue by the Board of Directors on 30 July 2015 and were signed on their behalf by: Raymond Pierce Chairman 31 July 2015 Cash Flow Statement For the year ended 31 March 2015 Year ended 31 Year ended March 31 March 2015 2014 GBP'000 GBP'000 Profit on ordinary activities before taxation 92 134 Gain on investments (55) - Increase in debtors (176) (120) (Decrease)/increase in creditors (19) 61 Net cash (outflow)/inflow from operating activities (158) 75 Capital expenditure and financial investment Purchase of investments (700) - Proceeds from sale of investments and repayments of loans and loan notes 1,639 342 Net cash inflow from capital expenditure and financial investment 939 342 Equity dividend paid (957) (957) Decrease in cash in the year (176) (540) Reconciliation of net cash flow to movement in net funds Decrease in cash in the year (176) (540) Net funds at start of year 273 813 Net funds at end of year 97 273 Reconciliation of Movements in Shareholders' Funds For the year ended 31 March 2015 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 April 2013 137 (549) (210) 10,501 9,879 Return after taxation attributable to equity shareholders - (150) - 284 134 Dividend paid - - - (957) (957) Balance as at 31 March 2014 137 (699) (210) 9,828 9,056 Return after taxation attributable to equity shareholders - (80) - 172 92 Realisation of revaluation from prior period - (210) 210 - - Dividend paid - - - (957) (957) Balance as at 31 March 2015 137 (989) - 9,043 8,191 Distributable reserves comprise: Capital reserve-realised, Capital reserve-unrealised and the Revenue reserve. At the year end distributable reserves totalled GBP8,054,000 (2014: GBP8,919,000). The Capital reserve-realised includes gains/losses that have been realised less related costs. The Capital reserve-unrealised shows the gains/losses on investments still held by the company. 1. Accounting Policies Basis of Accounting Puma High Income VCT plc ("the Company") was incorporated and is domiciled in England & Wales. 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 UK Generally Accepted Accounting Practice ("UK GAAP") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("SORP") revised in 2009. Income Statement In order to better reflect the activities of a Venture Capital Trust and in accordance with guidance issued by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The profit for the year of GBP92,000 as per the Income Statement on page 28 is the measure that the Directors believe is appropriate in assessing the Company's compliance with certain requirements set out in s274 of the Income Tax Act 2007. Investments All investments have been designated as fair value through profit or loss, and are initially measured at cost which is the best estimate of fair value. A financial asset is designated in this category if acquired to be both managed and its performance is evaluated on a fair value basis with a view to selling after a period of time in accordance with a documented risk management or investment strategy. All investments held by the Company have been managed in accordance with the investment policy set out on page 14. The investments are measured at subsequent reporting dates at fair value. Listed investments and investments traded on AIM are stated at bid price at the reporting date. Unquoted investments are stated at Directors' valuation with reference to the International Private Equity and Venture Capital Valuation Guidelines ("IPEVC") and in accordance with FRS26 "Financial Instruments: Measurement": -- 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 redeemable equity interests and 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 investments are taken to unrealised capital reserves. It is not the Company's policy to exercise control over investee companies. Therefore the results of the companies are not incorporated into the revenue account except to the extent of any income accrued. Cash at bank and in hand Cash at bank and in hand comprises cash on hand and demand deposits. Equity instruments Equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at proceeds received net of issue costs. 1. Accounting Policies (continued) Income Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Dividends receivable on unlisted 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 amounts realised over GBP1 per Ordinary Share returned to Ordinary shareholders. This incentive will only be exercisable once the holders of Ordinary Shares have received distributions of GBP1 per share. The performance fee is accounted for as an equity-settled share-based payment. FRS 20 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 in the year 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 which are 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 years. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the years 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 taken through the Income Statement and 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. 2. Income Year ended 31 March 2015 Year ended 31 March 2014 GBP'000 GBP'000 Income from investments Income from investments 370 490 370 490 Other income Bank deposit income 2 5 372 495 3. Investment Management Fees Year ended 31 March 2015 Year ended 31 March 2014 GBP'000 GBP'000 Shore Capital Limited 180 200 Shore Capital Limited (Shore Capital) was 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 is 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 annual costs this year were 3.5% of the average Net Asset Value (2014: 3.5%). 4. Other expenses Year ended Year ended 31 March 31 March 2015 2014 GBP'000 GBP'000 Administration - Shore Capital Fund Administration Services Limited 31 30 Directors' Remuneration 56 63 Social security costs 1 1 Auditor's remuneration for statutory audit 22 21 Insurance 5 5 Legal and professional fees 12 12 Trail commission 21 25 Other expenses 7 4 155 161 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. The total fees paid or payable (excluding VAT and employers NIC) in respect of individual Directors for the year are detailed in the Directors' Remuneration Report on page 19. The Company had no employees (other than Directors) during the year. The average number of non-executive Directors during the year was three (2014: four). The Auditor's remuneration of GBP18,000 (2014: GBP17,500) has been grossed up in the table above to be inclusive of VAT. 5. Tax on Ordinary Activities Year ended 31 Year ended March 31 March 2015 2014 GBP'000 GBP'000 UK corporation tax charged to revenue reserve - - UK corporation tax charged to capital reserve - - UK corporation tax charge for the year - - Factors affecting tax charge for the year Profit on ordinary activities before taxation 92 134 Tax charge calculated on profit on ordinary activities before taxation at the applicable rate of 20% 18 27 Non taxable capital income (11) - Utilisation of tax losses brought forward (7) (27) - - The income statement shows the tax charge allocated to revenue and capital. Capital returns are not taxable as VCTs are exempt from tax on realised capital gains subject to continuing compliance with the VCT regulations. Excess management expenses of GBP83,000 (2014: GBP118,000) are available to be carried forward and set off against future taxable income. 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 31 March 2015 Revenue Capital Total Return/(loss) for the year (GBP'000) 172 (80) 92 Weighted average number of shares 13,671,870 13,671,870 13,671,870 Return/(loss) per share 1.26p (0.59)p 0.67p Year ended 31 March 2014 Revenue Capital Total Return/(loss) for the year (GBP'000) 284 (150) 134 Weighted average number of shares 13,671,870 13,671,870 13,671,870 Return/(loss) per share 2.08p (1.10)p 0.98p The total return/(loss) per ordinary share is the sum of the revenue return and capital return. 7. Dividends The Directors do not propose a final dividend in relation to the year ended 31 March 2015 (year ended 31 March 2014: nil). An interim dividend of 7p per Ordinary Share was paid on 19 February 2015 (2014: 7p per Ordinary Share paid on 21 February 2014). The dividend payment totalled GBP957,000 (2014: GBP957,000). 8. Investments Historic cost Market value Historic cost Market value as at 31 March as at 31 March as at 31 March as at 31 March (a) Summary 2015 2015 2014 2014 GBP'000 GBP'000 GBP'000 GBP'000 Qualifying venture capital investments 6,340 6,340 6,885 6,675 Non qualifying investments 1,374 1,374 1,923 1,923 7,714 7,714 8,808 8,598 Qualifying venture Non capital qualifying (b) Movements in investments investments investments Total GBP'000 GBP'000 GBP'000 Opening value 6,675 1,923 8,598 Purchases at cost - 700 700 Disposal proceeds and repayment of loans and loan notes (390) (1,249) (1,639) Realised gains on disposals 55 - 55 Valuation at 31 March 2015 6,340 1,374 7,714 Book cost at 31 March 2015 6,340 1,374 7,714 Net unrealised gains at 31 March 2015 - - - Valuation at 31 March 2015 6,340 1,374 7,714 (c) Gains on investments The gains on investments for the year shown in the Income Statement on page 28 is analysed as follows: Year ended 31 March Year ended 31 March 2015 2014 GBP'000 GBP'000 Realised gains on disposal 55 - 55 - 8. Investments - continued (d) Quoted and unquoted Market value as at 31 Market value as at 31 investments March 2015 March 2014 GBP'000 GBP'000 Quoted investments - - Unquoted investments 7,714 8,598 7,714 8,598 (e) Significant interests Further details of investments are disclosed in the Investment Portfolio Summary on pages 7 to 12 of the Annual Report. The Company exercises significant influence over investee companies. These investments have not been accounted for as associates or joint ventures since FRS 9: Associates and Joint Ventures and the SORP require that Investment Companies treat all investments held as part of their investment portfolio in the same way, even those over which the Company has significant influence. 9. Debtors As at 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 Prepayments and accrued income 532 356 10. Creditors - amounts falling due within one year As at 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 Accruals and deferred income 151 170 11. Creditors - amounts falling due after more than one year (including convertible debt) As at 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 Loan notes 1 1 On 11 November 2009, 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 distributions 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 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 13,671,870 ordinary shares of 1p each 137 137 13. Net Asset Value per Ordinary Share As at As at 31 March 2015 31 March 2014 Net assets 8,191,000 9,056,000 Shares in issue 13,671,870 13,671,870 Dilutive effect of performance fee - - 13,671,870 13,671,870 Net asset value per share Basic 59.91p 66.24p Diluted 59.91p 66.24p 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. The Company held the following categories of financial instruments. As at 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 Assets at fair value through profit or loss Investments managed through Shore Capital Limited 7,714 8,598 Loans and receivables Cash at bank and in hand 97 273 Interest, dividends and other receivables 532 356 Other financial liabilities Financial liabilities measured at amortised cost (152) (171) 8,191 9,056 14. Financial Instruments (continued) Management of risk The main risks the Company faces from its financial instruments are market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency movements, liquidity risk, credit risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these risks. The Board's policies for managing these risks are summarised below and have been applied throughout the year. Credit risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager monitors counterparty credit 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 31 March 2015 As at 31 March 2014 GBP'000 GBP'000 Investments in loans and loan notes 4,604 5,488 Cash at bank and in hand 97 273 Interest, dividends and other receivables 532 356 5,233 6,117 The majority of the cash held by the Company at the year end is split between a U.K. bank and a BBB rated South African bank. Bankruptcy or insolvency of either 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 banks and should it deteriorate significantly the Investment Manager will, on instruction of the Board, move the cash holdings to another bank. Credit risk associated with interest, dividends and other receivables are predominantly covered by the investment management procedures. Investments in loans and loan notes comprise 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 management procedures. Market price risk 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 14. The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders. Holdings in unquoted investments may pose higher price risk than quoted investments. Some of that risk can be mitigated by close involvement with the management of the investee companies along with review of their trading results. 100 per cent of the Company's investments at 31 March 2015 are unquoted investments (2014: 100% unquoted). 14. Financial Instruments (continued) Liquidity risk Details of the Company's unquoted investments are provided in the Investment Portfolio summary on page 7. By their nature, unquoted investments may not be readily realisable, the Board regularly consider exit strategies for these investments. As at the year end, the Company had no borrowings other than loan notes amounting to GBP1,000 (2014: 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 Strategic Report. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient investments in cash to pay accounts payable and accrued expenses. 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. At the year end and throughout the year, the Company's only liability subject to interest rate risk were the Loan Notes of GBP1,000 at 5.0 per cent (see note 11). Interest rate risk profile of financial assets The following analysis sets out the interest rate risk of the Company's financial assets. As at 31 March Average Period until 2015 Rate status interest rate maturity Total GBP'000 Cash at bank - RBS Floating 0.2% - 18 Cash at bank - Investec Fixed 0.4% 32 day notice 64 Cash at bank - Lloyds Fixed 0.2% - 15 Loans and loan notes Floating 14.2% 34 months 3,930 Loans and loan notes Fixed 5.00% 3 months 674 Balance of Non-interest assets bearing - 3,642 8,343 As at 31 March Average Period until 2014 Rate status interest rate maturity Total GBP'000 Cash at bank - RBS Floating 0.2% - 130 Cash at bank - Investec Fixed 0.8% 32 day notice 128 Cash at bank - Lloyds Fixed 0.2% - 15 Loans and loan notes Floating 14.1% 76 months 4,425 Loans and loan notes Fixed 5.00% 15 months 1,063 Balance of Non-interest assets bearing - 3,466 9,227 14. Financial Instruments (continued) Fair value hierarchy Fair values have been measured at the end of the reporting period as follows:- As at 31 March Level 1 Level 2 Level 3 2015 'Quoted prices' 'Observable inputs' 'Unobservable inputs' Total At fair value through profit and loss (GBP'000) - - 7,714 7,714 As at 31 March Level 1 Level 2 Level 3 2014 'Quoted prices' 'Observable inputs' 'Unobservable inputs' Total At fair value through profit and loss (GBP'000) - - 8,598 8,598 Financial assets measured at fair value are disclosed using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements, as follows:- -- Level 1 - Unadjusted quoted prices in active markets for identical assets ('quoted prices'); -- Level 2 - Inputs (other than quoted prices in active markets for identical assets) that are directly or indirectly observable for the asset ('observable inputs'); or -- Level 3 - Inputs that are not based on observable market data ('unobservable inputs'). The Level 3 investments have been valued in line with the Company's accounting policies and IPEVC guidelines. Further details are provided in the significant investments section on pages 8 to 12 of the annual report. Reconciliation of fair value for level 3 financial instruments held at the year end: Unquoted shares Loans and loan notes Total GBP'000 GBP'000 GBP'000 Balance as at 1 April 2013 3,110 5,830 8,940 Repayments of loans and loan notes - (342) (342) Balance as at 31 March 2014 3,110 5,488 8,598 Repayments of loans and loan notes (55) (1,584) (1,639) Realised gains 55 - 55 Additions - 700 700 Balance as at 31 March 2015 3,110 4,604 7,714 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 is and must 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 has been no change in this approach from the previous period. 16. Contingencies, Guarantees and Financial Commitments There were no commitments, contingencies or guarantees of the Company at the year end (2014: nil). 17. Controlling Party In the opinion of the Directors there is no immediate or ultimate controlling party. 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 High Income VCT PLC via Globenewswire HUG#1942856
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