P E M B R O K E V C T P L C A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 1 8 3 Cadogan Gate, London SW1X 0AS Incorporated in England and Wales with registered number 08307631 ANNUAL REPORT AND FINANCIAL STATEMENTS for the year ended 31 March 2018 04 06 08 10 Financial summary Chairman’s statement The Board Financial highlights and investment objective 12 14 Investment Adviser’s review Investment portfolio 33 Strategic report 36 Directors’ report 38 Directors’ remuneration report 42 Corporate governance statement 45 46 Statement of Directors’ responsibilities Independent auditor’s report 51 Income statement 52 Balance sheet 54 Statement of changes in equity 59 70 72 Corporate information Notes to the financial statements Notice of annual general meeting 56 Cash flow statement 73 Form of Proxy 03 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Financial highlights Company net asset value as at 31 March 2018 Net asset value per Ordinary share Weighted return per Ordinary share £51.2m 124.03p 12.58p Company profit for the year to 31 March 2018 £4.1m Increase of portfolio value over cost 32% Net asset value per B Ordinary share 108.12p Total value of investments £46.5m Weighted return per B Ordinary share 7.10p Cash invested in new and follow-on investments £8.7m Investment objective Pembroke VCT plc (the “Company”) is a generalist VCT focused on early stage investments in the leisure and luxury brands sectors. The Company invests in a diversified portfolio of small, principally unquoted companies, and selects those which Oakley Investment Managers LLP (the “Investment Adviser”) believes provide the opportunity for value appreciation. The Board of Directors of the Company (the “Board”) believes that the Company can benefit from leveraging the previous sector experience of the Investment Adviser and also that there are likely to be synergistic advantages from grouping similar businesses. Consequently, most investments fall within one of four sectors: • Health and fitness • Hospitality • Apparel and accessories • Media and technology 04 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 05 c l p T C V e k o r b m e P 06 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Financial summary Results Net assets Number of shares in issue Net asset value per share Investment income Profit/(loss) before tax Revenue Capital Year ended 31.03.18 Ordinary shares Year ended 31.03.18 B Ordinary shares Year ended 31.03.18 total Year ended 31.03.17 Ordinary shares Year ended 31.03.17 B Ordinary shares Year ended 31.03.17 total £22,442,372 18,095,005 124.03p £486,074 £28,777,540 26,615,404 108.12p £538,457 £51,219,912 44,710,409 n/a £1,024,531 £20,706,329 18,092,297 114.45p £601,998 £15,679,533 15,285,811 102.58p £603,037 £36,485,862 33,378,108 n/a £1,205,035 £283,386 £1,992,393 £228,919 £1,554,114 £512,305 £3,546,507 £(412,942) £1,327,698 £254,506 £(329,829) £(158,436) £997,869 Total £2,275,779 £1,783,033 £4,058,812 £914,756 £(75,323) £839,433 Return per share Revenue Capital Total 1.31p 11.27p 12.58p 0.74p 6.36p 7.10p n/a n/a n/a (2.13)p 7.34p 5.21p 1.65p (2.49)p (0.84)p n/a n/a n/a Company performance – Ordinary shares 180p 160p 140p 120p 100p 80p 60p 40p 20p 0p 05.04.13 30.09.13 31.03.14 30.09.14 31.03.15 30.09.15 31.03.16 30.09.16 31.03.17 30.09.17 31.03.18 Portfolio performance – Ordinary shares FTSE UK Small Cap total return index Pembroke VCT total return per share* Pembroke VCT share price Pembroke VCT NAV per share *including 30% tax rebate £’000 3,500 3,250 3,000 2,750 2,500 2,250 2,000 1,750 1,500 1,250 1,000 725 500 250 0 +1,838.1 +2,726.3 +1,704.3 -1,960 +1,057.8 +499.1 +492.7 -102.2 -270.0 Boo m Cycle KX Gy m Plenish Dilly & W olf Chilango Five G uys U K Chucs Bar & Grill La Bottega Second H o m e Sourced M arket – +952.9 +582.4 +474.3 -990.0 – +391.2 -203.7 -500.0 +358.3 -63.0 Kat M aconie Troubadour G oods Bella Freud Parfu m Bella Freud Chucs Boat International Rated People Zenos Cars Blaze Stillking Film s All figures in £’000 Cost of investment Fair value as at 31 March 2018 Increase in fair value Decrease in fair value FTSE UK Small Cap total return index Pembroke VCT total return per share* Pembroke VCT share price Pembroke VCT NAV per share *including 30% tax rebate 180p 160p 140p 120p 100p 80p 60p 40p 20p 0p £’000 3,000 2,800 2,600 2,400 2,200 2,000 1,800 1,600 1,400 1,000 800 600 400 200 0 31.03.15 30.09.15 31.03.16 30.09.16 31.03.17 30.09.17 31.03.18 +405.0 +664.5 – +346.4 +488.5 – +402.5 1,200 -216.8 +693.2 – -550 +91.1 +174.4 – +631.9 – -125.0 +36.4 -300.0 – +8.9 -125 – -130.0 – – – – Boo m Cycle Plenish Dilly & W olf KX Urban Chilango Five G uys U K La Bottega Chucs Bar & Grill Second H o m e Sourced M arket Bel(Air Inc Kat M aconie Troubadour G oods Bella Freud Bella Freud Parfu m Chucs M E+E M Alexa Chung Heist Studios PlayerLayer Boat International Rated People Zenos Cars Blaze W ishi Fashion Unbolted StylIndex Popsa All figures in £’000 Cost of investment Fair value as at 31 March 2018 Increase in fair value Decrease in fair value 180p 160p 140p 120p 100p 80p 60p 40p 07 c l p T C V e k o r b m e P FTSE UK Small Cap total return index Pembroke VCT total return per share* Pembroke VCT share price Pembroke VCT NAV per share 20p Total return (net asset value (“NAV”) plus cumulative dividends paid) 30.09.14 30.09.13 30.09.15 05.04.13 31.03.14 31.03.15 0p 31.03.16 30.09.16 Year ended 31.03.18 Ordinary shares (pence per share) 31.03.17 30.09.17 31.03.18 Year ended 31.03.18 B Ordinary shares (pence per share) Year ended 31.03.17 Ordinary shares (pence per share) Year ended 31.03.17 B Ordinary shares (pence per share) *including 30% tax rebate £’000 Dividends paid during the year ended 3,500 31 March 2015 3,250 +1,838.1 +2,726.3 3,000 31 March 2016 2,750 31 March 2017 2,500 2,250 31 March 2018 2,000 1,750 +1,704.3 1,500 Total dividends paid since launch +499.1 1,250 Closing NAV 1,000 +492.7 -1,960 +1,057.8 725 -102.2 Total return 500 250 0 3.00 0.60 2.00 3.00 – – 2.00 3.00 – 3.00 0.60 2.00 – – – 2.00 +952.9 – 2.00 102.58 +582.4 8.60 – +391.2 124.03 +474.3 5.00 -990.0 108.12 5.60 114.45 -270.0 132.63 113.12 -63.0 -203.7 -500.0 +358.3 120.05 104.58 Plenish KX Gy m Boo m Cycle Five G uys U K Kat M aconie Troubadour G oods Company performance – B Ordinary shares Chucs Bar & Grill La Bottega Sourced M arket Second H o m e Dilly & W olf Chilango Bella Freud Parfu m Bella Freud Chucs Boat International Rated People Zenos Cars Blaze Stillking Film s 180p 160p 140p 120p 100p 80p 60p 40p 20p 0p All figures in £’000 Cost of investment Fair value as at 31 March 2018 Increase in fair value Decrease in fair value FTSE UK Small Cap total return index Pembroke VCT total return per share* Pembroke VCT share price Pembroke VCT NAV per share *including 30% tax rebate 31.03.15 30.09.15 31.03.16 30.09.16 31.03.17 30.09.17 31.03.18 Portfolio performance – B Ordinary shares +405.0 +402.5 +664.5 – +693.2 – -550 £’000 3,000 2,800 2,600 2,400 2,200 2,000 1,800 1,600 1,400 1,200 -216.8 1,000 800 600 400 200 0 +346.4 +488.5 – +91.1 +174.4 – +631.9 – -125.0 +36.4 -300.0 – +8.9 -125 – -130.0 – – – – Boo m Cycle Plenish Dilly & W olf KX Urban Five G uys U K Chilango Sourced M arket Second H o m e Chucs Bar & Grill La Bottega Bel-Air Inc Bella Freud Parfu m Kat M aconie Bella Freud Troubadour G oods Chucs Alexa Chung M E+E M Heist Studios Rated People Boat International PlayerLayer Zenos Cars Blaze W ishi Fashion Unbolted StylIndex Popsa All figures in £’000 Cost of investment Fair value as at 31 March 2018 Increase in fair value Decrease in fair value 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Chairman’s statement I am pleased to present my report for the year ended 31 March 2018. We continued to put investors’ funds to work throughout the year, deploying £8.7 million in new and follow-on investments having raised a total of £13.9 million in the prior B Ordinary share offer closing in June 2017. Our new B Ordinary share offer commenced in December 2017 raising £1.4 million at 31 March 2018. The offer was closed on 30 June 2018 having raised a total of £6.4 million, underlining the progress Pembroke has made in establishing itself as a distinctive growth investment choice among advisers and individual investors. During the year, the total return (NAV plus cumulative dividends paid) of the Ordinary shares rose from 120.05 pence per share at 31 March 2017 to 132.63 pence per share at 31 March 2018. Over the year, the total return of the B Ordinary shares rose from 104.58 pence per share to 113.12 pence per share. Investment overview During the year, we made four new investments (Heist, PlayerLayer, Stylindex and Popsa) and had the opportunity to re-invest in a further nine constituents of the portfolio. There have been a number of valuation changes across the portfolio, with the overall impact, including new investments funded by the B Ordinary share offer being a rise in the total value of investments including accrued interest from £32.9 million at 31 March 2017 to £46.5 million at 31 March 2018, of which organic net increases on equity and debt values totalled £4 million. The fund made no disposals during the year. However we wrote off our £0.3 million investment in Bel-Air Inc during the year as the company appointed liquidators on 8 December 2017. For further details please see the Investment Adviser’s review and investment portfolio on pages 12 to 31. Dividends In June 2017 the Company paid an interim dividend of 1 pence per Ordinary share and 1 pence per B Ordinary share and in October 2017 paid a final dividend of 2 pence per Ordinary share and 2 pence per B Ordinary share in relation to the financial year ending 31 March 2017. The Board now recommends that shareholders approve, at the forthcoming annual general meeting, the payment of a final dividend of 3 pence per Ordinary share and 3 pence per B Ordinary share. 08 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 09 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Results The Company made a profit of £4.1 million in the year to 31 March 2018 (year ending 31 March 2017: £0.8 million), representing a weighted return per Ordinary share of 12.58 pence (2017: 5.21 pence) and a return per B Ordinary share of 7.10 pence (2017: loss: 0.84 pence). Income arose from the realised losses and unrealised revaluation of investments of £4.1 million (2017: £1.3 million) alongside income principally from loan notes provided to portfolio companies of £0.9 million (2017: £1.2 million) and dividends from portfolio companies of £0.2 million (2017: £nil). This was offset by Investment Adviser fees of £0.7 million (2017: £0.4 million) and other expenses totalling £0.4 million (2017: £1.3 million). NAV at 31 March 2018 was £51.2 million (2017: £36.4 million), equivalent to 124.03 pence (2017: 114.45 pence) per Ordinary share and 108.12 pence (2017: 102.58 pence) per B Ordinary share. This includes the impact on NAV of the issue expenses of the offer and dividends paid to the balance sheet date. Outlook Funds raised in the recently closed B Ordinary share offer will be deployed in a continuation of the current strategy of investing in high quality opportunities and selective follow-on investments in the existing portfolio. The management team continues to evaluate a wide range of new opportunities, seeing the existing strategy is capable of producing strong investments in a sector in which we have significant domain expertise. We have seen a number of changes to the VCT sector in light of the modification of the VCT Rules in November 2017, which aimed to further the rule changes made in November 2015. Pembroke’s strategy has remained unchanged throughout this transition, having been a supporter of early stage, high growth businesses since its inception and as such is unaffected by the new rules. Annual general meeting The annual general meeting will be held at the Company’s offices at 3 Cadogan Gate, London SW1X 0AS on 27 September 2018 at 8.30 am. Jonathan Djanogly Chairman 12 July 2018 The Board Jonathan Djanogly Independent non‑ executive Chairman Laurence Blackall Independent non‑ executive Director Jonathan is a non-practising solicitor and was, for over ten years, a corporate partner at City law firm SJ Berwin LLP. He specialised in mergers and acquisitions, private equity and joint ventures as well as fund raising on public markets. Jonathan has been a Member of Parliament since 2001, in which capacity he served for approximately four years as a Member of the Trade and Industry Select Committee. He also served on the Opposition front bench as shadow Solicitor General and as a shadow Minister for Trade and Industry with responsibility for employment law and corporate governance. From 2010 Jonathan served as a Justice Minister for over two years and he is currently a member of the Exiting the EU Select Committee. Laurence has had a 30-year career in the information, media and communication industries. After an early career at Virgin and the SEMA Group he was a director of Frost & Sullivan before moving to McGraw Hill where he was a vice-president in its computer and communications group. He then went on to found AIM listed Internet Technology Group plc in 1995 and successfully negotiated its sale in 2000 for a consideration of almost £150 million. Laurence was also instrumental in the creation of Pipex Communications plc. He has interests in a range of leisure and TMT businesses and currently holds a number of directorships in public and private UK companies. He is a Governor of the University of Kingston. Peter Dubens Non‑ independent non‑ executive Director Peter Dubens is a British entrepreneur best known for founding the Oakley Capital Group, a privately owned asset management and advisory group comprising of private equity, venture capital, corporate finance and capital introduction operations with a fund of around US$1.7 billion. Peter has, over the last 27 years, managed the acquisition, restructuring and consolidation of public and private companies, including the formation of two public companies, namely 365 Media Group plc and Pipex Communications plc. The 365 Media Group consolidated 12 businesses within the online sports information and betting industry and Pipex Communications plc consolidated 14 businesses within the telecoms and internet industries. 365 Media was sold for over £102 million to BSkyB and the main operating divisions of Pipex were sold for £370 million. 10 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A investments 11 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 12 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Investment Adviser’s review 30 investments with a cost of £35.3 million and a fair value of £46.5 million, representing a 32% increase over cost four new investments totalling £3.9 million Overview The Company made four new investments and nine follow-on investments in companies in the year to 31 March 2018, spanning the Company’s expertise in the health and fitness, hospitality, apparel and accessories, and media and technology sectors. At the year end, the portfolio comprised 30 investments with a cost of £35.3 million and a fair value of £46.5 million, representing a 32% increase over cost. Portfolio review The Company invested £3.9 million in the four new investments made during the year and has invested a further £4.8 million in the form of debt and equity investments in the nine existing portfolio companies. The four new investments were Heist, PlayerLayer, Stylindex and Popsa all of which are unquoted, with investments made in the form of new ordinary equity with full voting rights. The new investments capitalise on our insights into the sectors in which we invest. Heist is an innovative producer of premium hosiery offering a disruptive product which has already achieved significant sales and has the potential to gain wider traction in a large but previously static global market. We also made a further follow-on investment in Heist in February 2018 at a higher valuation following significant success of the business to facilitate further expansion. PlayerLayer designs and manufactures customised sports kit for universities, sports clubs and schools. Since it was founded in 2008, it has become a leader in the premium education market. Customers include universities, schools, local and professional clubs, such as the British Speed Skating team, England Lacrosse, London Blitz American football team and some of Holland’s top hockey clubs. Stylindex is a platform that helps content producers find the best models, creative talent, and production resources for photoshoots, videos, and events. Stylindex’s cloud-based platform allows brand teams to manage shoots and assets in one place. Popsa is a photobook app that, through the use of proprietary machine learning algorithms, has reduced the time it takes for customers to produce photobooks from two hours to an average of just six minutes. Popsa operates in a £5 billion global industry that has been built on a clunky and frustrating process – by automating the selection of a customer’s most relevant photos, Popsa’s disruptive software removes this frustration and makes the whole process much easier and more fun. The nine follow-on investments comprise five further equity commitments to support further growth in Alexa Chung, Plenish, Bella Freud, Chucs Bar & Grill and Boom Cycle alongside the extension of loans to provide working capital to seven investee companies (Sourced Market, Boom Cycle, La Bottega, KX U, Alexa Chung, Kat Maconie and Chucs Bar & Grill). All investments were made by the B Ordinary share class. The year also saw Bel-Air Inc enter administration following some tight cash flow issues as the roll out of sites continued. The Company’s equity investment of £0.3 million was written off in the quarter ending 31 December 2017 following notification of the administration process. Since the year-end the Company has made investments totalling £1.4 million in four companies all as follow-on investments. 13 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A follow-on investments in nine companies totalling £4.8 million Investment performance Companies that have performed well and justified upwards revaluations during the year of the equity held include Plenish, which has taken full advantage of its position in the nut milks market to see significant growth in this area. This growth was funded via an equity raise in July 2017 at a higher valuation, in which the Company participated in what is an attractive growth opportunity with clear routes to exit. Blaze’s success continues and the laser lights are now installed on many of the London Santander Cycles with further development of the company’s cycle hire technologies offering coming to fruition. We are also pleased to see the growth of Chucs Bar & Grill over the past 12 months as it has increased its footprint from two to four restaurants with new openings in Harrods and the Serpentine, having secured further funding from third party investors. Owing to their trading performance, we have also assessed the fair value of KX Gym, Chilango and Stillking Films to be higher than at March 2017. A number of our other portfolio investments have had further funding rounds conducted at a premium to the previous price at which they were last valued, often the result of strong underlying performance being recognised by new investors wishing to participate in the next stage of growth. La Bottega, which operates in the casual dining sector, has responded to continued rental pressure on several of its London sites by closing less profitable stores with the company now operating three sites in London. While this process was underway, we chose to further write down the value of the debt and cease to recognise any accrued interest due, to reflect the fundamental value of the business. During the year ended 31 March 2017 all interest previously accrued on the debt was forgone (see note 8 to the financial statements on page 61). We have also judged it prudent to write down the valuation of Boom Cycle’s initial equity investments following an investment round with a lower share price as a result of slower than expected sales growth after opening two new sites, however, we believe this could be reversed if their sales performance in 2018 continues. Eight investments are held at cost (KX U, Sourced Market, PlayerLayer, Boat, Wishi, Unbolted, Stylindex and Popsa) which we consider to be fair value, given that evidence of significant movement from the original investment appraisal has not yet been observed. Further details may be found in the Investment Adviser’s review and investment portfolio on pages 12 to 31. There have been a number of instances in the portfolio where loans to portfolio companies have undergone conversion into equity, in line with their contractual provisions. In such cases, the carrying value, including accrued interest not foregone, is converted to new equity. This is the case for KX U and Sourced Market. Valuation Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital valuation guidelines developed by the British Venture Capital Association and other organisations. Through these guidelines, investments are valued as defined at ‘fair value’. Ordinarily, unquoted investments will be valued at cost for a limited period following the date of acquisition, being the most suitable approximation of fair value unless there is an impairment or significant increase in value during the period. The portfolio valuations are prepared by the Investment Adviser, reviewed and approved by the Board and subject to audit annually. In determining fair value, the Investment Adviser uses various valuation approaches, including a combination of the price of recent investment and a market-based approach. The market approach ascribes a value to a business interest or shareholding by comparing it to similar businesses, using the principle of substitution: that is, that a prudent purchaser would pay no more for an asset than it would cost to acquire a substitute asset with the same utility and income earning potential. Investment portfolio Ordinary shares Health and fitness Boom Cycle KX Gym Plenish Dilly & Wolf Hospitality Chilango Five Guys UK La Bottega Chucs Bar & Grill Second Home Sourced Market Apparel and accessories Kat Maconie Troubadour Goods Bella Freud Bella Freud Parfum Chucs Media and technology Boat International Media Rated People Zenos Cars Blaze Stillking Films as at 31 March 2018 Fair value £ % of net assets Cost £ as at 31 March 2017 Fair value £ % of net assets Cost £ 429,460 700,000 325,000 270,000 327,302 1,199,116 2,029,312 – 549,850 1,512,800 1,960,000 614,278 525,074 830,000 320,000 590,000 400,000 190,000 990,039 2,100,000 585,738 500,000 200,000 1,451,770 1,042,560 3,350,880 – 1,672,123 3,251,356 830,000 711,254 1,172,423 874,320 127,000 – 2,100,000 382,046 – 558,319 2,404,675 1.5 5.3 9.0 – 4.6 15.0 – 7.4 14.5 3.7 3.2 5.2 3.9 0.6 – 9.4 1.7 – 2.5 10.7 98.2 3.7 429,460 700,000 325,000 270,000 349,860 827,835 1,416,375 – 549,850 1,512,800 1,960,000 614,278 525,074 830,000 320,000 590,000 400,000 190,000 990,039 2,100,000 585,738 500,000 200,000 1,451,770 729,792 3,179,495 885,808 591,729 3,249,446 903,612 711,233 1,171,722 983,333 122,500 73,118 1,741,491 458,648 – 284,920 2,112,862 15,044,009 19,793,779 483,420 483,420 15,527,429 429,130 20,277,199 429,130 1.7 4.0 6.8 – 3.5 15.3 4.3 2.9 15.7 4.4 3.4 5.7 4.7 0.6 0.4 8.4 2.2 – 1.4 10.2 95.6 2.3 97.9 2.1 15,956,559 20,706,329 100.0 Investments before interest 15,044,009 22,032,686 Interest rolled up in fixed income investments* 822,684 822,684 Total investments Net current assets Net assets 15,866,693 (412,998) 22,855,370 (412,998) 15,415,695 22,442,372 102.0 (2.0) 100.0 *Added to investments in financial statements 14 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A B Ordinary shares as at 31 March 2018 Fair value £ % of net assets Cost £ as at 31 March 2017 Fair value £ % of net assets Cost £ Health and fitness Boom Cycle Plenish Dilly & Wolf KX Urban Hospitality Chilango Five Guys UK La Bottega Chucs Bar & Grill Second Home Sourced Market Bel-Air Inc Apparel and accessories Kat Maconie Troubadour Goods Bella Freud Bella Freud Parfum Chucs ME+EM Alexa Chung Heist Studios PlayerLayer Media and technology Boat International Media Rated People Zenos Cars Blaze Wishi Fashion Unbolted Stylindex Popsa 1,091,646 1,050,035 125,000 986,455 874,858 1,452,543 – 986,455 85,000 570,400 950,000 2,342,963 960,022 1,566,767 300,000 345,000 150,000 950,000 50,000 225,000 800,000 1,488,961 1,748,466 1,000,507 1,300,000 55,480 130,000 352,697 153,433 250,033 200,000 1,000,000 121,429 1,263,641 400,000 2,747,989 1,624,506 1,566,767 – 345,000 158,954 1,041,133 50,000 100,000 974,418 1,977,500 2,094,840 1,000,507 1,300,000 55,480 – 984,585 153,433 250,033 200,000 1,000,000 3.0 5.0 – 3.4 0.4 4.4 1.4 9.5 5.6 5.5 – 1.2 0.5 3.6 0.2 0.4 3.4 6.9 7.3 3.5 4.5 0.2 – 3.4 0.5 0.9 0.7 3.5 724,979 850,004 125,000 480,000 724,979 854,590 – 480,000 85,000 570,400 550,000 1,045,011 960,022 650,000 300,000 200,000 150,000 800,000 50,000 225,000 800,000 650,000 – – 1,300,000 55,480 175,000 352,697 153,433 250,033 – – 85,000 1,198,986 – 935,192 1,623,551 561,825 300,000 200,000 158,859 800,000 50,000 26,882 974,403 1,000,000 – – 1,300,000 52,698 – 413,134 153,433 250,033 – – Investments before interest 20,227,865 22,724,071 Interest rolled up in fixed income investments* 970,228 970,228 Total investments Net current assets Net assets *Added to investments in financial statements 21,198,093 5,083,241 23,694,299 5,083,241 78.9 3.4 82.3 17.7 11,502,059 12,143,565 453,210 453,210 11,955,269 3,082,758 12,596,775 3,082,758 26,281,334 28,777,540 100.0 15,038,027 15,679,533 100.0 15 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 4.6 5.5 – 3.1 0.5 7.6 – 6.0 10.4 3.6 1.9 1.3 1.0 5.1 0.3 0.2 6.2 6.4 – – 8.3 0.3 – 2.6 1.0 1.6 – – 77.5 2.9 80.4 19.6 Investment portfolio Segment analysis The charts below show the segmental breakdown of the investment portfolio based on cost at 31 March 2018. Ordinary share investment portfolio 11.5% Health and fitness 32.2% Media and technology 16.5% Apparel and accessories 39.8% Hospitality B Ordinary share investment portfolio 17.0% Media and technology 16.1% Health and fitness 33.4% Apparel and accessories 33.5% Hospitality 16 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Health and fitness Representing 11.5% and 16.1% respectively of the Ordinary share and B Ordinary share investment portfolios by cost Plenish, founded in 2012, is one of the leading cold pressed juicing businesses in the UK, offering 100% raw organic (unpasteurised) juice. The company has supplemented its juice range with four varieties of nut milk, which has been well received by the wholesale and retail markets and is now stocked by several of the UK’s major supermarket groups. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,375,035 £3,481,855 £20,979 Last equity raise 32.0% £200,031 £12,000 Annual Report for the year ended 31 March 201817Pembroke VCT plc 18 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A KX Gym, founded in 2002, is a private members’ gym and spa, which includes a restaurant and clubroom, located in Chelsea, London. KX offers members an exclusive holistic approach to wellbeing, incorporating fitness, diet and relaxation. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £700,000 £1,199,116 £nil Multiples 11.8% £nil £nil KX Urban (KX U) is a pay as you go development of the established KX luxury gym brand. It offers a range of gym classes including Hiit & Run, Body Barre, yoga, boxing and spinning within a high quality gym environment with a healthy food and beverage offering. It opened its first site in London’s Sloane Square in September 2017. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £986,455 £986,455 £48,847 Cost 10.3% £500,000 £52,836 Boom Cycle is an indoor cycling concept which offers a fun, high intensity cardiovascular workout. The business currently has four studios based in London (City, Holborn, Hammersmith and Battersea) where they combine indoor spin cycling with various exercise classes for both upper and lower body work outs. Boom Cycle is one of the foremost dedicated spinning studios in London, and is on track to replicate the success of some of the larger players in the US. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,521,106 £1,202,160 £11,984 Last equity raise 33.3% £366,667 £11,984 19 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 20 c l p T C V e k o r b m e P Hospitality Representing 39.8% and 33.5% respectively of the Ordinary share and B Ordinary share investment portfolios by cost Five Guys was founded in 1986 in the US. The company serves a range of hand made burgers made with fresh locally sourced beef and cooked on a grill, along with fresh cut fries, served with unlimited toppings. It now has 79 outlets in the UK with the estate now close to reaching maturity. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost £2,083,200 £4,614,521 £555,881 Multiples 2.1% £nil Total income recognised in the year £294,275 Annual Report for the year ended 31 March 2018 21 c l p T C V e k o r b m e P Chilango is a fast casual Mexican restaurant chain concept based on successful US business models. There are currently eleven restaurants across high footfall areas of Central London, plus a Manchester outlet that forms the basis for the brand’s regional roll out. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £634,850 £1,163,989 £nil Last equity raise 2.9% £nil £nil La Bottega is an Italian chain of delicatessens in London, which serve high quality authentic Italian food and coffee. Currently, there are three shops trading in London in Chelsea, South Kensington and Victoria. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £2,910,000 £400,000 £nil Cost less impairment 87.6% £400,000 £6,000 Annual Report for the year ended 31 March 2018 22 c l p T C V e k o r b m e P Chucs Bar & Grill is a restaurant concept reflecting the style and branding of the Chucs retail brand. The first restaurant opened on Dover Street in Mayfair, London in 2014, the second on Westbourne Grove, and a third site opened in Harrods in early 2018. There is one new prestigious site due to open in 2018. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost £2,957,241 £4,420,112 £346,226 Last equity raise 27.1% £1,297,952 Total income recognised in the year £135,870 Second Home offers flexible and modern office space for fast growing technology firms and creative businesses. Combining architectural design with first class amenities, Second Home provides users with an impressive office environment in which to locate their business for the short, medium and long term. Following the opening of their initial site in east London, a second site has opened in Lisbon with a further two London sites opening in 2018. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,485,096 £4,875,862 £nil Last equity raise 4.6% £nil £nil Annual Report for the year ended 31 March 2018 23 c l p T C V e k o r b m e P Sourced Market, launched in 2007, is a retail, café and restaurant concept that offers a curated selection of locally sourced fresh produce replicating the products and ambience found at a farmers market. The company’s flagship site in St Pancras International in King’s Cross has been complemented by three further sites in Marylebone, Victoria and Barbican. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £2,396,767 £2,396,767 £21,876 Cost 30.8% £900,000 £55,027 Annual Report for the year ended 31 March 2018 24 c l p T C V e k o r b m e P Apparel and accessories Representing 16.5% and 33.4% respectively of the Ordinary share and B Ordinary share investment portfolios by cost Bella Freud is a fashion designer producing a range of high end men’s and women’s clothing, focusing on knitwear. Currently her products are available at her own flagship store on Chilton Street in London, online and through a range of luxury boutiques and department stores in the UK, Asia and the US. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,350,000 £1,915,453 £179,668 Last equity raise 40.2% £150,000 £78,564 Troubadour Goods is a London based luxury men’s accessories brand specialising in designing and creating superior handcrafted leather and textile goods. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £740,000 £1,331,377 £nil Last equity raise 36.1% £nil £nil Annual Report for the year ended 31 March 2018 25 c l p T C V e k o r b m e P Chucs is a luxury brand of men’s leisure wear. The company will seek routes to realise value in the Chucs brand through commercial partnerships with partners worldwide. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,215,039 £100,000 £nil Cost less impairment 11.6% £nil £nil With the continuing success of her fashion brand, Bella Freud has launched a series of fragrances blending modernity and heritage, including Je t’Aime Jane, Ginsberg is God and the 1970. The scents are available in eau de parfum and candle format. Bella Freud Parfum is now stocked in a range of boutiques and department stores globally. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost £240,000 £177,000 £40,077 Last equity raise 22.5% £nil Total income recognised in the year £12,000 Founded in 2008 by Clare Hornby, ME+EM is a contemporary womenswear brand which markets its collections primarily through catalogues and online, with two retail sites (Bayswater and Belgravia). The range now consists of dresses, knitwear, denim, separates and accessories. It targets women aged 30-55 who are busy and fashion conscious, offering a classic aesthetic embodying designer quality at an affordable price. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year Interest forgiven in year £800,000 £974,418 £nil Last equity raise 13.1% £nil £nil £nil Annual Report for the year ended 31 March 2018 founded Kat Maconie, in 2008, designs and manufactures distinctive ladies’ boots and shoes which are sold online, in department stores and in boutiques globally. In Summer 2017 the company collaborated with a Korean cosmetics major, resulting in significant expansion in sales in the Asian market. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £665,000 £1,056,254 £36,578 Last equity raise 22.3% £145,000 £31,153 The iconic model and designer, launched her own fashion label in May 2017. It offers accessible luxury womenswear and has already achieved substantial first season wholesale orders. It will produce four in-season collections per year internationally, with stockists in over fifteen countries. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £1,488,961 £1,977,500 £14,795 Last equity raise 16.7% £838,961 £14,795 Annual Report for the year ended 31 March 201826Pembroke VCT plc 27 c l p T C V e k o r b m e P Established in 2015, Heist is a premium hosiery manufacturer that seeks to redefine how tights can feel and wear. Its ambitions are to evolve rapidly from being a London fashion editors’ favourite to become the go to shapewear brand for discerning women worldwide. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding £1,748,466 £2,094,840 £nil Last equity raise 12.5% Investment in the year at cost £1,748,466 Total income recognised in the year £nil PlayerLayer designs and manufactures customised sports kit for universities, sports clubs and schools. Since it was founded in 2008, it has become a leader in the premium education market with annual sales of £5 million in 2016/17. Customers include universities, schools, local and professional clubs, such as the British Speed Skating team, England Lacrosse, London Blitz American football team and some of Holland’s top hockey clubs. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding £1,000,507 £1,000,507 £nil Cost 6.1% Investment in the year at cost £1,000,507 Total income recognised in the year £nil Annual Report for the year ended 31 March 2018 28 c l p T C V e k o r b m e P Media and technology Representing 32.2% and 17.0% respectively of the Ordinary share and B Ordinary share investment portfolios by cost Recognised as a significant worldwide media group serving the superyacht industry, Boat International Media provides information and services across traditional print, digital media and high quality events. In 2016 the team re branded Show Boats magazine under the Boat International USA title. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost £3,400,000 £3,400,000 £516,001 Cost 21.6% £nil Total income recognised in the year £212,000 Annual Report for the year ended 31 March 2018 29 c l p T C V e k o r b m e P Rated People, founded in 2005, is one of the UK’s leading online market places for homeowners to find tradesmen for home improvement jobs. The company embarked on a new funding round in 2017 at an improved valuation, having implemented a number of cost-saving initiatives and enhancing its customer service offering. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £641,218 £437,526 £nil Last equity raise 1.6% £nil £nil Blaze designs products which enhance bike safety. Their flagship product is the Blaze Laserlight, which projects a laser image onto the ground five to six metres ahead of the cyclist to ensure other road users know that you are present. The company has entered the global cycle-hire market with a broadened product offer, being featured throughout London’s current and forthcoming new Santander Cycle fleet. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £552,697 £1,542,904 £nil Last equity raise 5.1% £nil £nil Annual Report for the year ended 31 March 2018 30 c l p T C V e k o r b m e P Stillking Films is a prolific producer of commercials, TV series, feature films and music videos. The company has created commercials for almost all Dow Jones and FTSE advertisers. They have co-produced a number of successful feature films, including Casino Royale, Narnia, Mission Impossible 4 and The Bourne Identity, and created music videos for artists including Beyoncé, Kanye West, Blur, Madonna and One Direction. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost £1,451,770 £2,404,675 £nil Multiples 5.0% £nil Total income recognised in the year £137,810 Stylindex is a platform that helps content producers find the best models, creative talent, and production resources for photoshoots, videos, and events. Stylindex’s cloud-based platform allows brand teams to manage shoots and assets in one place. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding £200,000 £200,000 £nil Cost 5.1% Investment in the year at cost Total income recognised in the year £200,000 £nil Unbolted provides a platform for peer to peer secured lending, offering short-term liquidity to individuals seeking bridging facilities, or advance sale loans for personal or small business use. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £250,033 £250,033 £nil Cost 4.2% £nil £nil Annual Report for the year ended 31 March 2018 31 c l p T C V e k o r b m e P Popsa is a photobook app that, through the use of proprietary machine learning algorithms, has reduced the time it takes for customers to produce photobooks from two hours to an average of just six minutes. In 2017 the company grew by 60% month-on-month. Popsa operates in a £5 billion global industry that has been built on a clunky and frustrating process - by automating the selection of a customer’s most relevant photos, Popsa’s disruptive software removes this frustration. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding £1,000,000 £1,000,000 £nil Cost 10.2% Investment in the year at cost £1,000,000 Total income recognised in the year £nil Wishi is an innovative fashion technology business that brings together personal styling and online wardrobe management functionality to help fully exploit an individual’s current wardrobe and provide new clothing suggestions personalised to their look. Cost Valuation Interest rolled up in fixed income investment Basis of valuation Equity holding Investment in the year at cost Total income recognised in the year £153,433 £153,433 £nil Cost 2.1% £nil £nil Annual Report for the year ended 31 March 2018 statutory reports 32 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Strategic report This report has been prepared by the Directors in accordance with the requirements of section 414 of the Companies Act 2006 and incorporates the financial summary, Chairman’s statement and investments section. The aim of the strategic report is to provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the Company for shareholders’ collective benefit. Investment overview The Investment objective of the Company is to generate tax-free capital gains and income on investors’ funds through investment primarily in companies within the leisure and luxury brands sectors, whilst mitigating risk appropriately within the framework of the structural requirements imposed on all VCTs. Investment policy Investment objectives The Company will seek to invest in a diversified portfolio of smaller companies, principally unquoted companies but possibly also including stocks quoted on AIM or NEX, selecting companies which the Investment Adviser believes provide the opportunity for value appreciation. Pending investment in suitable Qualifying Investments, the Investment Adviser will invest in investments intended to generate a positive return, which may include certain money market securities, listed securities and cash deposits. The Company will continue to hold up to 30% of its net assets (20% from 1 April 2020) in such products after it is fully invested under the VCT rules. Investment strategy For its “qualifying investments” (being investments which comprise Qualifying Investments for a venture capital trust as defined in Chapter 4 Part 6 of the Income Tax Act 2007) (“Qualifying Investments”), the Company is expected to invest primarily in unquoted companies, although it may also invest in companies whose shares are traded on AIM or NEX. The Company will invest in a diverse range of businesses, predominantly those which the Investment Adviser considers are capable of organic growth and, in the long term, sustainable cash flow generation. It is likely that investment will be biased towards consumer-facing businesses with an established brand or where brand development opportunities exist. The Company will invest in a small portfolio of carefully selected Qualifying Investments where the Investment Adviser should be able to exert influence over key elements of each investee company’s strategy and operations. The companies may be at any stage in their development from start-up to established businesses. It is anticipated that, at any time, up to 30% of investments (20% from 1 April 2020) will be held in non-VCT qualifying investments, recognising that no single investment will represent more than 15% of net assets (at the time of investment). Until suitable Qualifying Investments are identified, up to 30% of the net proceeds of any offer (20% from 1 April 2020) will be invested in other funds, with the balance being invested in other investments which may include certain money market securities, and cash deposits. Asset allocation Qualifying Investment portfolio For its Qualifying Investments, the Company will invest primarily in companies whose shares are not traded on any exchange, although it may also invest in companies whose shares are traded on AIM or NEX, and will invest up to a maximum of 15% (at the time of investment) in any single Qualifying Investment. The Investment Adviser will seek to construct a portfolio comprising a diverse range of businesses. It is expected that a substantial proportion of the Qualifying Investments will be in the form of ordinary shares, and in some cases preference shares or loans. Non-Qualifying Investment portfolio Under current VCT legislation, the Company must have invested at least 70% of funds raised in Qualifying Investments within three years of the funds being raised (80% from 1 April 2020). However, this programme of investment in Qualifying Investments will take time to complete; thus in the first three years a considerable proportion of those funds will need to be invested elsewhere, in Non-Qualifying Investments such as certain money market securities, listed securities and cash deposits. At any time after the end of the three years of initial investment in Qualifying Investments, the Company will hold no more than 30% of its funds in Non-Qualifying Investments (20% from 1 April 2020). The portfolio of Non-Qualifying Investments will be managed with the intention of generating a positive return. Until suitable Qualifying Investments are identified, up to 30% of the net proceeds of any offer will be invested in other funds (20% from 1 April 2020), with the balance being invested in other investments which may include money market securities and cash deposits. Risk diversification The Directors will control the overall risk of the portfolio by ensuring that the Company has exposure to a diversified range of unquoted companies, in particular, targeting a variety of sectors. In order to limit concentration in the portfolio that is derived from any particular investment, at all times no more than 15% by value of the relevant share pool of the Company (at the time of investment) will be invested in any single company. In addition, no more than 10%, in aggregate, of the assets of the Company (at the time the investment is made) will be invested in other listed closed-ended investment funds. The Company may invest in a range of securities including, but not limited to, ordinary and preference shares, loan stocks and convertible securities, and other interest-bearing securities. Unquoted Qualifying Investments will usually be structured as a combination of ordinary shares, preference shares and loans. Gearing In common with many other VCTs, whilst the Board does not intend that the Company will borrow funds, the Company is entitled to do so subject to the aggregate principal amount at the time of borrowing not exceeding 25% of the value of the adjusted capital and reserves of the Company (being, in summary, the aggregate of the issued share capital, plus any amount standing to the credit of the Company’s reserves, deducting any distributions declared and intangible assets and adjusting for any variations to the above since the date of the relevant balance sheet). 33 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Strategic report continued Business review A detailed review of the Company’s development and performance during the year and consideration of its future prospects may be obtained by reference to this Report, the Chairman’s Statement (pages 8 and 9) and the Investment Adviser’s Review (pages 12 and 13). Details of the investments made by the Company are given in the Investment Portfolio summary (pages 14 to 16) and the Investment Review report (pages 17 to 31). A summary of the Company’s key financial measures is given on page 6. Management agreement Under an investment management agreement entered into on 15 February 2013, novated to the Investment Adviser in July 2014 and varied on 3 October 2014 and 1 December 2017 (the “IMA”), the Investment Adviser provides discretionary and advisory investment management services to the Company in respect of its portfolio of investments. Under the IMA, the Investment Adviser and the Company have agreed to fix the annual running costs of the Company at 2.0% of the Company’s net asset value and to the extent that they exceeded that cap, the Investment Adviser would bear those costs. The Investment Adviser is entitled to an annual management fee of the amount by which the annual running costs (other than the annual management fee) are less than 2.0%. It is therefore expected that the annual running costs payable by the Company each year will be 2.0% of its net asset value. The annual management fee is payable quarterly in advance based on projected annual running costs and subject to a final balancing adjustment payment either way. Annual running costs include the regular ordinary course of business running costs of the Company but do not include costs related to extraordinary events or significant discretionary corporate events, any performance fee payable and, in any rolling period of 12 months, does not include audit fees, administration, accounting and company secretarial costs, share registrars’ fees, London Stock Exchange fees, printing and mailing costs in respect of the Audited Accounts, interim reports and circulars to shareholders, fees in respect of regulatory announcements made through a Regulatory Information Service, corporate broking fees, insurance premiums and remuneration of the Board (including employers’ national insurance contributions) where the aggregate of such fees in any rolling period of 12 months, for such time as the Company’s NAV is £100,000,000 or less, is less than £350,000 and, for such time as the Company’s NAV exceeds £100,000,000, is less than £500,000. As is customary in the venture capital industry, the Investment Adviser will receive a performance fee when the Company has performed well. The performance fee payable by the Company is 20% (exclusive of VAT) of any amounts distributed to shareholders in excess of £1 per share. In order to ensure that the interests of the Investment Adviser and shareholders are aligned, and to provide a strong incentive to the Investment Adviser, the performance fee will not be payable until distributions (whether of capital or income) to shareholders have exceeded certain hurdles. The hurdle in respect of the Ordinary shares is that Ordinary shareholders must have received in aggregate a return equivalent to at least 8% per annum per share on the amount subscribed per share as from 20 January 2014 in respect of Ordinary shares issued pursuant to the launch offer and from 31 March 2014 in respect of Ordinary shares issued under the 2014 top up offer. The hurdle in respect of the B Ordinary shares is that B Ordinary shareholders must have received in aggregate a return equivalent to at least 3% per annum per share on the amount subscribed per share as from (i) the date of the last allotment under the offer of B Ordinary shares on the basis of the October 2014 prospectus in respect of shares issued under that prospectus or (ii) the date of the issue of relevant B Ordinary shares under any subsequent offer of B Ordinary shares, and in either case up to the date of proposed payment of the relevant Performance Incentive Fee. Where, at the time of a distribution there have been previous distributions to the relevant class of shareholders, for the purposes of determining if the hurdle on the relevant shares has been met, the return will be calculated from the day after the previous distribution date for the relevant shares on the total amount subscribed per relevant share by shareholders but reduced by the aggregate amount of such previous distributions made on the relevant shares on a per share basis. The performance fee will be calculated separately on the Ordinary shares and the B Ordinary shares. For example, in respect of Ordinary shares, once total paid or declared dividends have reached £1.00 per Ordinary share plus 8 pence per Ordinary share per annum, the Investment Adviser will be paid 20% (exclusive of VAT) of any amounts distributed to shareholders in excess of £1.00 per Ordinary share, with the remaining 80% being distributed as a dividend to Ordinary shareholders. In respect of B Ordinary shares, once total paid or declared dividends have reached £1.00 per B Ordinary share plus 3 pence per B Ordinary share per annum, the Investment Adviser will be paid 20% (exclusive of VAT) of any amounts distributed to shareholders in excess of £1.00 per share, with the remaining 80% being distributed as a dividend to B Ordinary shareholders. The Investment Adviser’s appointment under the IMA will continue until terminated on 12 months’ notice given by either party at any time. The Directors are of the opinion that the Investment Adviser continues to raise, invest and manage funds for the Company successfully and that the continuing appointment of the Investment Adviser on the terms agreed is in the interests of all shareholders. Venture Capital Trust status The Company was granted approval as a Venture Capital Trust by HM Revenue & Customs under section 274 of the Income Tax Act 2007. The Directors have managed the affairs of the Company in compliance with this section throughout the year under review and intend to continue to do so. 34 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Risk management The Board has carried out a robust assessment of the principal risks facing the Company through a risk management programme whereby it continually identifies the principal risks and uncertainties faced by the Company, including those that would threaten its business model, future performance, solvency or liquidity and reviews both the nature and effectiveness of the internal controls adopted to protect the Company from such risks as far as is possible. The principal risks facing the Company are Venture Capital Trust status risk and investment valuation and liquidity risk. Venture Capital Trust status risk The Company is required to fulfil certain criteria in order to maintain its VCT status. Where full approval as a VCT is not maintained, this could potentially result in the loss of tax relief (i.e. capital gains and income tax relief) which has been provided to both the Company and investors alike. The Investment Adviser continually monitors compliance with the relevant VCT regulations, and has engaged Philip Hare & Associates LLP to provide periodic reports to ensure compliance. Investment valuation and liquidity risk The Company invests in small to medium sized businesses, some of which are start-up companies. As such, there is an inherent degree of risk and lower liquidity than is the case when investing in larger, established quoted companies. The Investment Adviser performs in-house due diligence on all investments. In addition, the Company aims to diversify its portfolio by investing in a range of industries and companies at varying stages of development. Internal control risk Failures in key controls – in particular those designed to mitigate Venture Capital Trust status risk and investment valuation and liquidity risk – within the Board or within the Investment Adviser’s business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. The Board seeks to mitigate the internal control risk by setting policy, regular reviews of performance, enforcement of contractual obligations and monitoring progress and compliance. Details of the Company’s internal controls are included within the Corporate Governance Statement. Economic risk Events such as economic recession and movement in interest rates can affect investor sentiment towards liquidity risk, and hence have a negative impact on the valuation of smaller companies. The Investment Adviser seeks to mitigate this risk by seeking to adopt a suitable investment style for the current point in the business cycle, and to diversify the exposure to underlying sectors and end markets. Operational risk Failure of the Investment Adviser’s, or other contracted third-parties’, accounting systems or disruption to their businesses might lead to an inability to provide accurate reporting and monitoring or loss to shareholders. The Investment Adviser regularly reviews the performance of third-party suppliers at management meetings and the Directors review the performance of the Investment Adviser at Board meetings. Social, environmental, community and human rights issues The Company had no employees during the year and the Company has three Directors, all of whom are male. The Company, being an externally managed investment company with no employees, has no policies in relation to environmental matters, social, community and human rights issues. Statement on long-term viability In accordance with the UK Corporate Governance Code in 2016 (the “2016 Code”), the Directors have considered their obligation to assess the viability of the Company over a period longer than the twelve months from the date of the approval of the financial statements required by the going concern basis of accounting. The Directors have carried out a robust assessment of the prospects of the Company for the period to 31 March 2021, taking into account the Company’s current position and principal risks, and are of the opinion that, at the time of approving the financial statements there is a reasonable expectation that the Company will be able to continue in operation and meet liabilities as they fall due. The Directors consider that for the purpose of this exercise a three-year period is an appropriate time frame, as it allows for reasonable forecasts to be made to allow the Board to provide shareholders with reasonable assurance over the viability of the Company. In making their assessment the Directors have taken into account the nature of the Company’s business and investment policy, its risk management policies, the diversification of its portfolio and the Company’s cash position. Alternative Investment Fund Managers Directive (“AIFMD”) In July 2013 the AIFMD was implemented, a European directive affecting the regulation of VCTs. The Company has appointed its Investment Adviser as its AIFM. The Company’s Investment Adviser was entered on the register of small registered UK AIFMs in February 2014. As an AIFM, the Investment Adviser is required to submit an annual report to the FCA setting out various information relating mainly to the Company’s investments, principal exposures and liquidity. By Order of the Board The City Partnership (UK) Limited Company Secretary 12 July 2018 35 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 36 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Directors’ report This Directors’ report incorporates the Corporate governance statement on pages 42 to 44 and the Statement of Directors responsibilities on page 45. share raising £12.1 million net of issue costs. 59,210 B Ordinary shares were allotted at an average price of 102.8 pence per B Ordinary share raising £60,840 under the DIS. Principal activity and status The Company is registered as a public limited company in England and Wales under registration number 08307631. The Directors have managed and intend to continue to manage the Company’s affairs in such a manner as to comply with section 274 of the Income Tax Act 2007. Directors The Directors of the Company during the period under review were Jonathan Djanogly, Laurence Blackall and Peter Dubens. Brief biographical details of the Directors are given on page 10. In accordance with the Listing Rules of the Financial Conduct Authority, Peter Dubens, as a member of the Company’s Investment Adviser, is not considered independent and will therefore be subject to annual re-election by shareholders. Dividends The Board is recommending final dividends for the year ended 31 March 2018 of 3 pence per Ordinary share and 3 pence per B Ordinary share payable on 31 October 2018. Share capital There were 18,095,005 Ordinary shares and 26,615,404 B Ordinary shares in issue at the year end. During the year, 2,708 Ordinary shares were allotted at an average price of 112.6 pence per Ordinary share raising £3,050 under the Dividend Investment Scheme (“DIS”). 11,363,326 B Ordinary shares were allotted under the Offer for subscription at an average price of 108.8 pence per B Ordinary Since the year end, 5,093,598 B Ordinary shares have been issued, please refer to note 22 on page 69 for further details. The Company will consider requests to buy back shares but is mindful that investment in the Company was promoted as comparatively long-term with venture capital portfolios typically taking from five to seven years to mature. During the year to 31 March 2018, 92,943 B Ordinary shares were bought back at a cost of £89,677. The rights and obligations attaching to the Company’s Ordinary shares and B Ordinary shares are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House. The holders of Ordinary shares and B Ordinary shares are entitled to receive dividends when declared, to receive the Company’s report and accounts, to attend and speak at general meetings, to appoint proxies and to exercise voting rights. There are no restrictions on the voting rights attaching to the Company’s shares or the transfer of securities in the Company. Substantial shareholdings At 31 March 2018, and as at the date of this report, there were no holdings representing (directly or indirectly) 3% or more of the voting rights attached to the issued share capital of the Company. Independent auditor A resolution to re-appoint Grant Thornton UK LLP as independent auditor will be proposed at the forthcoming AGM. 37 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Accountability and audit The Directors’ responsibility statement in respect of the financial statements is set out on page 45 of this report. The report of the independent auditor is set out on pages 46 to 49 of this report. The Directors who were in office on the date of approval of these financial statements have confirmed that, as far as they were aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors have taken all the steps they ought to have taken as Directors in order to make themselves aware of any relevant audit information that has been communicated to the auditor. Future developments The primary focus will continue to be on the development of an investment portfolio which will deliver attractive returns over the medium to longer term. The Company will continue to provide support for the ongoing development of investee companies and the Company’s Investment Adviser will continue to work closely with all investee companies towards accelerating their growth and identifying possible exits in the short to mid-term. Further details on the Company’s future prospects may be found in the Outlook paragraph in the Chairman’s statement on page 9. Details of post-balance-sheet events may be found at note 22 to the financial statements. Going concern In accordance with FRC Guidance for Directors on going concern and liquidity risk the Directors have assessed the prospects of the Company and are of the opinion that, at the time of approving the financial statements, the Company has adequate resources to continue in business for at least twelve months from the date of approval of the financial statements. In reaching this conclusion the Directors took into account the nature of the Company’s business and investment policy, its risk management policies, the diversification of its portfolio and the cash holdings. The Company’s business activities, together with the factors likely to affect its future development, performance and position including the financial risks the Company is exposed to, are set out in the strategic report on page 35. As a consequence, the Directors have a reasonable expectation that the Company has sufficient cash to continue to operate and the Company is well placed to manage its business risks successfully and meet its liabilities as they fall due. Thus the Directors believe it is appropriate to continue to apply the going concern basis in preparing the financial statements. Financial instruments Information on the principal financial instruments held by the Company, including details about risk management, may be found in the Investment Review forming part of the Strategic Report and at note 20 to the financial statements. Global greenhouse gas emissions The Company has no direct greenhouse gas emissions to report from its operations, being an externally managed investment company. Requirements of the Listing Rules Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the annual report or a cross reference table indicating where this information is set out. The Directors confirm that there are no disclosures required to be made in this regard. By Order of the Board The City Partnership (UK) Limited Company Secretary 12 July 2018 Directors’ remuneration report Terms of appointment None of the Directors has a service contract with the Company. On being appointed, all Directors received a letter from the Company setting out the terms of their appointment, details of the fees payable and their specific duties and responsibilities. A Director’s appointment may be terminated by the Director or by the Company on the expiry of three months’ notice in writing given by the Director or the Company as the case may be. No arrangements have been entered into between the Company and the Directors to entitle any of the Directors to compensation for loss of office. The letters of appointment are available for inspection on request from the company secretary. The Company’s Articles of Association provide that the Directors will be subject to election at the first annual general meeting after their appointment and at least every three years thereafter. Peter Dubens, as a non-independent Director, is subject to re-election at the AGM in 2018. Brief biographical details of these Directors are given on page 10. This report has been prepared by the Directors in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). Ordinary resolutions for the approval of the Directors’ remuneration policy and the Directors’ annual report on remuneration will be put to members at the forthcoming AGM. The Company’s auditor, Grant Thornton UK LLP, is required to give its opinion on certain information included in this report. The disclosures which have been audited are indicated as such. The auditor’s opinion on these and other matters is set out in their report on pages 46 to 49. Annual statement from the Chairman of the Company All of the Directors began their term on 27 November 2012. There have been no changes to Directors’ remuneration during the year. Directors’ fees are reviewed annually and are set by the Board to attract individuals with the appropriate range of skills and experience. In determining the level of fees, their duties and responsibilities are considered, together with the level of time commitment required in preparing for and attending meetings. As all the Directors are non-executive, it is not considered appropriate to appoint a nomination or remuneration committee. Any decisions on the appointment of new directors and remuneration are taken by the Board as a whole. The use of formal advertisements and external consultants is not considered cost effective given the Company’s size. Directors’ remuneration policy The Board considers that Directors’ fees should reflect the time commitment required and the high level of responsibility borne by Directors, and should be broadly comparable to the fees paid by similar companies while ensuring that the fees payable are appropriate to retain individuals of sufficient calibre to lead the Company in achieving its short and long-term strategy. The Company’s Articles of Association place an overall limit of £100,000 on Directors’ remuneration. None of the Directors are eligible for pension benefits, share options, bonuses or other benefits in respect of their services as non-executive Directors of the Company. The Board has not received any views from the Company’s shareholders in respect of the levels of Directors’ remuneration. This policy was last approved by members at the AGM in 2017 and will next be put for approval to shareholders at the AGM to be held in 2020. 38 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Directors’ annual report on remuneration Directors’ fees for the year (audited) The fees payable to individual Directors in respect of the year ended 31 March 2018 are shown in the table below: Jonathan Djanogly Laurence Blackall Peter Dubens* Total annual fee £ Total fee paid for year ended 31.03.18 £ Total fee paid for year ended 31.03.17 £ 20,000 15,000 15,000 20,000 15,000 – 20,000 15,000 – *Peter Dubens has waived his right to a fee for the years ended 31 March 2018 and 31 March 2017. No taxable benefits were paid to the Directors, no pension related benefits were paid to the Directors and no money or other assets were received or receivable by the Directors for the relevant financial year. There were no fees payable to past directors or payments made for loss of office. Fees are not specifically related to the Directors’ performance, either individually or collectively. Peter Dubens, as a member of the Investment Adviser, will benefit from performance related fees paid to the Investment Adviser. Details of these incentive fees are disclosed within the strategic report and note 7 to the financial statements. Relative importance of spend on pay The table below shows the total remuneration paid to the Directors and shareholder distributions in the year to 31 March 2018 and the prior year: Total Directors’ fees Dividend Repurchase of own shares Year ended 31.03.18 £ 35,000 1,296,637 89,676 Year ended 31.03.17 £ 35,000 611,466 – Increase/ (decrease) % – 112 100 Directors’ shareholdings (audited) The beneficial interests of the Directors in the shares of the Company at the year-end were as follows: As at 31.03.18 % of Ordinary shares in issue B Ordinary shares held % of B Ordinary shares in issue Ordinary shares held Director Jonathan Djanogly 25,000 Laurence Blackall Peter Dubens 200,000 400,000 0.14 1.11 2.21 25,000 100,000 586,689 0.09 0.38 2.20 As at 31.03.17 % of Ordinary shares in issue B Ordinary shares held % of B Ordinary shares in issue 0.14 1.11 2.21 25,000 100,000 400,000 0.16 0.65 2.62 Ordinary shares held 25,000 200,000 400,000 On 5 April 2018 Peter Dubens bought 188,235 B Ordinary shares at a price of 106.3p per B Ordinary share under the Offer for subscription. The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in the Company. 39 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 40 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Directors’ remuneration report continued Company performance The Board is responsible for the Company’s investment strategy and performance, although the management of the Company’s investment portfolio is delegated to the Investment Adviser through a management agreement. The Directors consider that a comparison of investment performance against the FTSE UK Small Cap Index is the best available metric, although readers should note that the differences between the scale, capital structure and liquidity of investments in the two differ markedly. At the last AGM held on 7 September 2017, 100% of shareholders voted for, no shareholders voted against and 9,386 shares were withheld in respect of the resolution approving the Directors’ remuneration report and 99.9% of shareholders voted for, 0.1% of shareholders voted against and 23,336 shares were withheld in respect of the resolution approving the Directors’ remuneration policy. An ordinary resolution for the approval of the Directors’ annual report on remuneration will be put to shareholders at the forthcoming AGM. The graph below compares the Company’s Ordinary and B Ordinary share prices, net asset values and total return per share with the total return from a notional investment of 100 pence in the FTSE UK Small Cap Index over the same period. On behalf of the Board Jonathan Djanogly Director 12 July 2018 170p Ordinary shares 160p 150p 140p 130p 120p 110p 100p 90p 5 Apr 2013 30 Sep 2013 31 Mar 2014 30 Sep 2014 31 Mar 2015 30 Sep 2015 31 Mar 2016 30 Sep 2016 31 Mar 2017 30 Sep 2017 31 Mar 2018 Ordinary shares (above) 150p B Ordinary shares Pembroke VCT Ord total return per share (inc. 30% tax rebate) FTSE UK Small Cap total return index Pembroke VCT Ord total return per share Pembroke VCT Ord NAV per share Pembroke VCT Ord share price B Ordinary shares (right) Pembroke VCT B Ord total return per share (inc. 30% tax rebate) 140p 130p 120p 110p 100p FTSE UK Small Cap total return index Pembroke VCT B Ord total return per share Pembroke VCT B Ord NAV per share Pembroke VCT B Ord share price 90p 31 Mar 2015 30 Sep 2015 31 Mar 2016 30 Sep 2016 31 Mar 2017 30 Sep 2017 31 Mar 2018 governance 41 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Corporate governance statement The Directors of Pembroke VCT plc confirm that the Company has taken appropriate action to enable it to comply with the Principles of the UK Corporate Governance Code (the “Code”) issued by the Financial Reporting Council in September 2016. As a Venture Capital Trust, most of the Company’s day-to-day responsibilities are delegated to third parties and the Directors are all non-executive. Thus, not all the provisions of the Code are directly applicable to the Company. Apart from the matters referred to in the following paragraphs, the requirements of the Code were complied with throughout the year ended 31 March 2018. In view of its non-executive nature and the requirements of the Company’s Articles of Association that all Directors are subject to election by shareholders at the first annual general meeting after their appointment and thereafter every third annual general meeting, the Board considers that it is not appropriate for the Directors to be appointed for a specific term as recommended by the Code. Full details of duties and obligations are provided at the time of appointment and are supplemented by further details as necessary. In light of the responsibilities retained by the Board and the Audit Committee and of the responsibilities delegated to the Investment Adviser, the VCT status adviser and the company secretary, the Company has not appointed a chief executive, deputy chairman or a senior independent non-executive Director. There is no formal induction programme for Directors but any newly appointed Director will be given a comprehensive introduction to the Company’s business, including meeting the Company’s advisers. Being an externally managed investment company, the Company does not have an independent internal audit function. Such a function is thought by the Board to be unnecessary given the size of the Company and the nature of its business. Board of Directors The Company has a Board of three non-executive Directors, two of whom are considered to be independent. The third Director, Peter Dubens, is also a member of the Investment Adviser. The Company has no employees. All non-executive Directors have signed letters confirming the terms of their appointment as non-executive Directors with effect from 5 April 2013. Directors are provided with key information on the Company’s activities including regulatory and statutory requirements and internal controls by the Company’s VCT status adviser, Philip Hare & Associates LLP, and by the company secretary, The City Partnership (UK) Limited. The Board has direct access to corporate governance advice and compliance services through the company secretary, which is responsible for ensuring that Board procedures are followed and compliance requirements are met. All Directors may take independent professional advice in furtherance of their duties as necessary. The Board is responsible to shareholders for the proper management of the Company and looks to meet on at least four occasions each year. It has formally adopted a schedule of matters which must be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. Those matters include the appointment or removal of the Investment Adviser and monitoring the performance of the Investment Adviser and investee companies. The Chairman and the company secretary establish the agenda for each Board meeting and all necessary papers are distributed in advance of the meetings. The Board has considered the recommendations of the Code concerning diversity and welcomes initiatives aimed at increasing diversity generally. The Board believes, however, that all appointments should be made on merit rather than positive discrimination. The policy of the Board is that maintaining an appropriate balance around the Board table through a diverse mix of skills, experience, knowledge and background is of paramount importance and all forms of diversity are a significant element of this. Board performance The Board aims to carry out performance evaluations of the Board and the Audit Committee and, consequently, individual Directors each coming year. Due to the size of the Company, the fact that all Directors are non-executive and the costs involved, external facilitators will not be used in the evaluation. A performance evaluation of the Board, the Audit Committee and individual Directors was led by Jonathan Djanogly. The Directors concluded that the balance of skills is appropriate and all Directors contribute fully to discussion in an open, constructive and objective way. The size and composition of the Board is considered adequate for the effective governance of the Company. As all Directors have acted in the interests of the Company throughout the period of their appointment and demonstrated commitment to their roles, the Board recommends they be re-elected at the AGM. 42 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Audit Committee The Audit Committee operates within clearly defined written terms of reference which are available on request from the company secretary. The Audit Committee comprises two independent Directors. The members of the committee are Laurence Blackall (chairman) and Jonathan Djanogly. A quorum shall be two members. During the year ended 31 March 2018 and up to the date of signing the annual report and financial statements, the Audit Committee discharged its responsibilities by: • Reviewing the content and monitoring the integrity of the financial statements of the Company, including the fair value of investments as determined by the Investment Adviser, calculation of the management fee and allocation of expenses between revenue and capital, and making recommendations to the Board; • Reviewing the Company’s accounting policies; • Reviewing internal controls and assessing the effectiveness of those controls in minimising the impact of key risks; • Reviewing and approving the statements to be included in the annual report concerning the internal control and risk management; • Reviewing the need to appoint an internal audit function; • Reviewing and approving the independent auditor’s terms of engagement, including remuneration; • Reviewing and monitoring the independence and objectivity of the auditor and the effectiveness of the audit process; • Reviewing and approving the independent auditor’s audit plan; • Recommending to the Board and shareholders the ongoing appointment of and fee payable to Grant Thornton UK LLP; and • Reviewing the arrangements for staff of the Investment Adviser to raise concerns in confidence about possible improprieties in financial reporting or other matters and ensuring that those arrangements allow proportionate and independent investigation of such matters and appropriate follow-up actions. The key areas of risk identified by the Audit Committee in relation to the business activities and financial statements of the Company are: • Compliance with HM Revenue & Customs rules – in particular s274 of the Income Tax Act 2007 – to maintain the Company’s VCT status; and • Valuation of unquoted investments. These risks were discussed with the Investment Adviser at the Audit Committee meeting before sign-off of the financial statements. The Committee concluded: Venture Capital status – the Investment Adviser confirmed to the Audit Committee that the conditions for maintaining the Company’s status had been complied with throughout the year. Valuation of unquoted investments – the Investment Adviser confirmed to the Audit Committee that the basis of valuation for unquoted companies was in accordance with published industry guidelines, taking account of the latest available information about investee companies and current market data. The valuation of unquoted investments is discussed regularly at Board meetings, Directors are also consulted about material changes to these valuations between Board meetings. The Audit Committee examined the Investment Adviser’s confirmation and considered it appropriate. The Investment Adviser and auditor confirmed to the Audit Committee that they were not aware of any material misstatements. Having reviewed the Company’s financial statements and reports received from the Investment Adviser and auditor, the Audit Committee is satisfied that the key areas of risk and judgment have been appropriately addressed in the financial statements and that the significant assumptions used in determining the value of assets and liabilities have been properly appraised and are sufficiently robust. The Audit Committee has managed the relationship with the auditor and assessed the effectiveness of the audit process. When assessing the effectiveness of the process for the period under review the Committee considered the auditor’s technical knowledge and that they have a clear understanding of the business of the Company; that the audit team is appropriately resourced; that the auditor provided a clear explanation of the scope and strategy of the audit and maintained independence and objectivity. As part of the review of auditor effectiveness and independence, Grant Thornton UK LLP has confirmed that it is independent of the Company and has complied with applicable auditing standards. Grant Thornton UK LLP does not provide any non-audit services to the Company and the Audit Committee must approve the appointment of the external auditor for any non-audit services. Grant Thornton UK LLP has held office as auditor for five years; in accordance with ethical standards, the engagement partner is rotated after at most five years, and the current partner, Andrew Heffron, has served for two years. The Board notes that statutory audit retendering is required after an auditor has been in place for ten years. 43 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Corporate governance statement continued Review of internal control The process adopted by the Board for identifying, evaluating and managing the risks faced by the Company includes an annual review of the control systems. The review covers a consideration of the significant risks in each of three areas: statutory and regulatory compliance; financial reporting; and investment strategy and performance. Each risk is considered with regard to: the likelihood of occurrence, the probable impact on the Company, and the controls exercised at source, through reporting and at Board level. The Board has identified no problems with the Company’s internal controls. Relations with shareholders The Board welcomes the views of shareholders and puts a premium on effective communication with the Company’s members. All written communication with shareholders is reviewed by the Board to ensure that shareholder enquiries are promptly and adequately resolved. Shareholders are encouraged to attend the Company’s annual general meeting where the Directors and representatives of the Company’s advisers will be available to answer any questions members may have. The notice of annual general meeting forms part of this report. The Board also communicates with shareholders through the half-yearly and annual reports and financial statements which will include a Chairman’s statement and an Investment Adviser’s report both of which are reviewed and approved by the Board to ensure that they present a fair assessment of the Company’s position and future prospects. On behalf of the Board Jonathan Djanogly Director 12 July 2018 Attendance at Board and committee meetings During the year ended 31 March 2018 there were: • 5 full Board meetings; and • 2 Audit Committee meetings. The Directors’ attendance at these meetings is noted below. Director Board Audit Committee Jonathan Djanogly Laurence Blackall Peter Dubens 5 5 – 2 2 n/a Internal control The Board has established a process for the identification, evaluation and management of the significant risks faced by the Company. The Board acknowledges that it is responsible for the Company’s internal control systems and for reviewing their effectiveness. Internal controls are designed to manage the particular needs of the Company and the risks to which it is exposed. The internal control systems aim to ensure the maintenance of proper accounting records, the reliability of the financial information on which business decisions are made and which is used for publication, and that the assets of the Company are safeguarded. They can by their nature provide only reasonable and not absolute assurance against material misstatement or loss. The financial controls operated by the Board include the authorisation of investments and regular reviews of both the financial results and investment performance. The Board has delegated to third parties the provision of: investment advisory services; VCT status advisory services; broking services; day-to-day accounting, company secretarial and administration services; and share registration services. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered. The Board receives and considers regular reports from the Investment Adviser. Ad hoc reports and information are supplied to the Board as required. The Board keeps under review the terms of the agreement with the Investment Adviser. 44 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Statement of Directors’ responsibilities Website publication The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. Directors’ responsibilities pursuant to DTR4 We confirm that to the best of our knowledge: • the financial statements, prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and return or loss of the Company; and • the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company together with a description of the principal risks and uncertainties that it faces. The names of the Directors undersigning this statement of responsibilities may be found in the Directors’ report on page 36. On behalf of the Board Jonathan Djanogly Director 12 July 2018 The Directors are responsible for preparing the strategic report, Directors’ report, Directors’ remuneration report and the financial statements in accordance with applicable laws and regulations. The Directors have chosen to prepare the financial statements for the Company in accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”). Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view in accordance with UK GAAP of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period and which comply with UK GAAP and the Companies Act 2006. In preparing these financial statements, the Directors are required to: • Select suitable accounting policies and then apply them consistently; • Make judgments and estimates that are reasonable and prudent; • State whether all applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements respectively; • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and • Prepare a strategic report, a Directors’ report and Directors’ remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and which enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the system of internal control, for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors consider that the annual report and financial statements of the Company for the year ended 31 March 2018 as a whole is fair, balanced and understandable and provides the information necessary for the members of the Company to assess the Company’s position and performance, business model and strategy. 45 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Independent auditor’s report Opinion Our opinion on the financial statements is unmodified We have audited the financial statements of Pembroke VCT plc (the ‘Company’) for the year ended 31 March 2018 which comprise the income statement, the balance sheet, the statement of changes in equity, the cash flow statement, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 March 2018 and of its profit for the year then ended; • 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. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to principal risks, going concern and viability statement We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to: • the disclosures in the annual report set out on page 35 that describe the principal risks and explain how they are being managed or mitigated; • the Directors’ confirmation, set out on page 35 of the annual report, that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity; • the Directors’ statement, set out on page 37 of the financial statements, about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the Directors’ identification of any material uncertainties to the Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; • whether the Directors’ statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or • the Directors’ explanation, set out on page 35 of the annual report, as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Who we are reporting to Overview of our audit approach 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. • Overall materiality: £511,000 which represents approximately 1% of the Company’s net assets • Key audit matters were identified as existence, ownership and valuation of investments; and completeness and occurrence of investment income • We have performed full scope audit procedures on each of the key audit matters identified. We have not had to change our scope from the prior year. 46 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Existence, ownership and valuation of investments The investment strategy of the Company is to generate tax free capital gains and income on investors’ funds through equity investment and debt financing in companies within the health and fitness, hospitality, apparel and accessories, and media and technology sectors. These investments, which represent 91% of the Company’s net assets, are measured at fair value in accordance with the International Private Equity and Venture Capital (IPEVC) valuation guidelines by using measurements of value such as price of recent investment and model based valuations driven by multiples such as EBITDA or revenue. The multiples themselves are subjective and include significant assumptions and management judgement. The investments held as loans are measured at fair value, which is established by discounting expected future contractual payments at a market rate of interest, less any impairments. We have therefore identified existence, ownership and valuation of unquoted investments as a significant risk, which was one of the most significant assessed risks of material misstatement. Completeness and occurrence of investment income The Company aims to generate tax free capital gains and income on investors’ funds. Investment income is the Company’s major source of revenue and is the largest balance in the income statement. Under International Standard on Auditing (UK) 240 ‘The auditor’s responsibilities relating to fraud in an audit of financial statements’, there is a presumed risk of fraud in revenue recognition. Accordingly, we identified the completeness and occurrence of investment income as a significant risk, which was one of the most significant assessed risks of material misstatement. Our audit work included, but was not restricted to: • Obtaining evidence of existence and ownership by agreeing to underlying agreements, bank statements and Companies House filings; • Assessing whether the valuation model used for estimating the valuation of the unquoted investments is appropriate, and in line with the requirements of FRS 102 and the IPEVC guidelines; • Assessing whether the assumptions used are reasonable and agreeing inputs to the models used to supporting documentation; • Holding discussions with key representatives of the investment management team in order to understand the valuation methods used and choice of inputs used in the valuation models and raising challenges where appropriate; and • Assessing the valuation of unquoted investments by taking into account the available information from management, including investees’ latest audited financial statements or management accounts, and assessing the rigour of management’s ongoing due diligence and valuation process. The Company’s accounting policy on unquoted investments is shown in note 5(a) to the financial statements and related disclosures are included in note 12. The Audit Committee identified the valuation of unquoted investments as a significant issue in its report on page 43, where the Audit Committee also described the action that it has taken to address this issue. Key observations Our audit work did not identify any material misstatements concerning the existence, ownership and valuation of unquoted investments. Our audit work included, but was not restricted to: • Assessing whether the Company’s accounting policy for revenue recognition is in accordance with the requirements of United Kingdom Generally Accepted Accounting Practice and the AIC SORP and testing its consistent application on revenue recognised during the year through performance of our audit procedures noted below; • Checking investment holdings to a management accounts and where available to financial statements of investee companies in order to develop an expectation for dividend entitlement for the year, and comparing it to the accounting records to determine whether the information is complete; • Obtaining underlying loan agreements and recalculating interest income, and comparing to the income recognised for the year; and • Obtaining the Company’s income schedule and comparing it to third party sources and bank statements to address the risk of occurrence. The Company’s accounting policy on unquoted investments is shown in note 5(b) to the financial statements and related disclosures are included in note 6. Key observations Based on the work performed, we found that the completeness and occurrence of investment income were supported by the evidence we obtained. 47 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Independent auditor’s report continued Our application of materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our work and in evaluating the results of that work. We determined materiality for the audit of the financial statements as a whole to be £511,000, which is approximately 1% of net assets. This benchmark is considered the most appropriate because net assets, which is primarily comprised of the Company’s investment portfolio, is considered to be the key driver of the Company’s total return performance. Materiality for the current year is higher than the level that we determined for the year ended 31 March 2017 to reflect the overall performance of the Company and growth in net assets during the year. We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement materiality. We also determine a lower level of specific materiality for investment income, management fees, and related party transactions based on approximately 5% of total revenue. We determined the threshold at which we will communicate misstatements to the audit committee to be £25,550. In addition we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. An overview of the scope of our audit Our audit approach was a risk-based approach founded on a thorough understanding of the Company’s business, its environment, and risk profile. The day-to-day management of the Company’s investment portfolio, the custody of its investments and the maintenance of the Company’s accounting records is outsourced to third party service providers. Therefore our audit work was focused on: • Obtaining an understanding of, and evaluating, internal controls at the Company and the third-party service providers, and inspecting records and documents held by the third-party service provider; and • Performing substantive testing by obtaining direct confirmations on existence, ownership, and valuation of the unquoted investments; and agreeing the investment income to an independent source and bank for accuracy, occurrence, and completeness. Other information The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions: • Fair, balanced and understandable set out on page 45 – the statement given by the Directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or • Audit committee reporting set out on page 43 – the section describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee; or • Directors’ statement of compliance with the UK Corporate Governance Code set out on page 42 – the parts of the Directors’ statement required under the Listing Rules relating to the Company’s compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code. 48 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Our opinions on other matters prescribed by the Companies Act 2006 is unmodified 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 our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements; Matter on which we are required to report under 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 not identified material misstatements in the strategic report or the Directors’ report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit Responsibilities of Directors for the financial statements As explained more fully in the Statement of Directors’ responsibilities set out on page 45, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. We are responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material misstatement, whether caused by fraud or error. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). Our audit approach is a risk-based approach and is explained more fully in the ‘An overview of the scope of our audit’ section of our audit report. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address We were appointed by the audit committee in 2014. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is four years. 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. Andrew Heffron Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London 18 July 2018 49 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A financial statements 50 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Income statement for the year ended 31 March 2018 Realised/unrealised gains and losses on investments Income Investment Adviser’s fees Other expenses (Loss)/profit before tax Tax Year ended 31.03.18 Year ended 31.03.17 Note Revenue £ Capital £ Total £ Revenue £ Capital £ Total £ 12 5,6 7 8 9 – 4,093,607 4,093,607 – 1,300,433 1,300,433 1,024,531 – 1,024,531 1,205,035 – 1,205,035 (172,500) (517,500) (690,000) (97,522) (292,564) (390,086) (339,726) (29,600) (369,326) (1,265,949) (10,000) (1,275,949) 512,305 3,546,507 4,058,812 (158,436) 997,869 839,433 (89,700) 89,700 – (22,646) 22,077 (569) Profit/(loss) attributable to equity shareholders 422,605 3,636,207 4,058,812 (181,082) 1,019,946 838,864 Return per share Ordinary shares B Ordinary shares 11 11 1.31p 0.74p 11.27p 12.58p (2.13)p 7.34p 5.21p 6.36p 7.10p 1.65p (2.49)p (0.84)p The total column of this Income Statement represents the profit and loss account of the Company, prepared in accordance with Financial Reporting Standard 102 (“FRS 102”). The supplementary revenue and capital return columns are prepared in accordance with the Statement of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) revised in November 2014 and updated in February 2018. A separate statement of comprehensive income has not been prepared as all comprehensive income is included in the Income Statement. All the items above derive from continuing operations of the Company. Unaudited non‑statutory analysis between the Ordinary and B Ordinary shares Ordinary shares B Ordinary shares Note Revenue £ Capital £ Total £ Revenue £ Capital £ Total £ Realised/unrealised gains and losses on investments Income Investment Adviser’s fees Other expenses Profit before tax Tax 12 5,6 7 8 9 – 2,238,907 2,238,907 – 1,854,700 1,854,700 486,074 – 486,074 538,457 – 538,457 (82,171) (246,514) (328,685) (90,329) (270,986) (361,315) (120,517) – (120,517) (219,209) (29,600) (248,809) 283,386 1,992,393 2,275,779 228,919 1,554,114 1,783,033 (46,200) 46,200 – (43,500) 43,500 – Profit attributable to equity shareholders 237,186 2,038,593 2,275,779 185,419 1,597,614 1,783,033 The accompanying notes on pages 59 to 69 are an integral part of the financial statements. 51 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 52 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Balance sheet as at 31 March 2018 Fixed assets Investments Current assets Debtors Cash at bank and in hand Creditors: amounts falling due within one year Net current assets Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve Special reserve Capital reserves Revenue reserves Total shareholders’ funds Net asset value per Ordinary share Net asset value per B Ordinary share Note 12 14 15 As at 31.03.18 £ As at 31.03.17 £ 46,549,669 32,873,974 1,792,460 3,249,641 5,042,101 (371,858) 2,087,936 2,154,677 4,242,613 (730,725) 4,670,243 3,511,888 51,219,912 36,385,862 16,17 447,104 333,781 17 17 17 17 17 18 18 28,903,490 16,856,191 1,429 500 13,283,325 14,669,638 7,812,504 772,060 4,176,297 349,455 51,219,912 36,385,862 124.03p 114.45p 108.12p 102.58p The financial statements were approved by the Directors and authorised for issue on 12 July 2018 and signed on their behalf by: Jonathan Djanogly Director The accompanying notes on pages 59 to 69 are an integral part of the financial statements. Balance sheet as at 31 March 2018 Unaudited non‑statutory analysis between the Ordinary and B Ordinary share funds As at 31.03.18 As at 31.03.17 Note Ordinary shares £ B Ordinary shares £ Total £ Ordinary shares £ B Ordinary shares £ Total £ 12 22,855,370 23,694,299 46,549,669 20,277,199 12,596,775 32,873,974 14 61,596 1,730,864 1,792,460 46,786 2,041,150 2,087,936 Fixed assets Investments Current assets Debtors Cash at bank and in hand (327,817) 3,577,458 3,249,641 653,658 1,501,019 2,154,677 Creditors: amounts falling due within one year 15 (146,777) (225,081) (371,858) (271,314) (459,411) (730,725) (266,221) 5,308,322 5,042,101 700,444 3,542,169 4,242,613 Net current assets Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve Special reserve Capital reserves Revenue reserves (412,998) 5,083,241 4,670,243 429,130 3,082,758 3,511,888 22,442,372 28,777,540 51,219,912 20,706,329 15,679,533 36,385,862 16,17 180,950 266,154 447,104 180,923 152,858 333,781 17 17 17 17 17 1,603,935 27,299,555 28,903,490 1,600,912 15,255,279 16,856,191 500 929 1,429 500 – 500 14,376,494 (1,093,169) 13,283,325 14,919,280 (249,642) 14,669,638 5,982,759 1,829,745 7,812,504 3,944,166 232,131 4,176,297 297,734 474,326 772,060 60,548 288,907 349,455 Total shareholders’ funds 22,442,372 28,777,540 51,219,912 20,706,329 15,679,533 36,385,862 Net asset value per share 18 124.03p 108.12p n/a 114.45p 102.58p n/a The accompanying notes on pages 59 to 69 are an integral part of the financial statements. 53 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 54 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Statement of changes in equity for the year ended 31 March 2018 for the year ended 31 March 2018 Non-distributable reserves Distributable reserves Called up share capital £ Share premium £ Capital redemption reserve £ Capital reserve £ Special reserve £ Capital reserve £ Revenue reserve £ Total Total reserves £ Opening balance as at 1 April 2017 333,781 16,856,191 500 5,373,802 14,669,638 (1,197,505) 349,455 36,385,862 Shares issued Shares bought back Share issue expenses Dividends paid Profit for the year 114,252 12,310,167 (929) – – (262,868) – – – – – 929 – – – – – – – (89,676) – (1,296,637) – – – – – – – – 12,424,419 (89,676) (262,868) (1,296,637) – 4,093,607 – (457,400) 422,605 4,058,812 Closing balance as at 31 March 2018 447,104 28,903,490 1,429 9,467,409 13,283,325 (1,654,905) 772,060 51,219,912 for the year ended 31 March 2017 Non-distributable reserves Distributable reserves Called up share capital £ Share premium £ Capital redemption reserve £ Capital reserve £ Special reserve £ Capital reserve £ Revenue reserve £ Total Total reserves £ Opening balance as at 1 April 2016 262,080 9,452,414 500 3,545,260 15,281,104 (388,909) 530,537 28,682,986 Shares issued Share issue expenses Dividends paid Profit/(Loss) for the year 71,701 7,468,378 – – – (64,601) – – – – – – – – – – (611,466) – – – – – – 7,540,079 (64,601) (611,466) – 1,828,542 – (808,596) (181,082) 838,864 Closing balance as at 31 March 2017 333,781 16,856,191 500 5,373,802 14,669,638 (1,197,505) 349,455 36,385,862 The accompanying notes on pages 59 to 69 are an integral part of the financial statements. Statement of changes in equity for the year ended 31 March 2018 Unaudited non‑statutory analysis between the Ordinary and B Ordinary share funds Ordinary shares Non-distributable reserves Distributable reserves Called up share capital £ Share premium £ Capital redemption reserve £ Capital reserve £ Special reserve £ Capital reserve £ Revenue reserve £ Total Total reserves £ Opening balance as at 1 April 2017 180,923 1,600,912 500 4,732,296 14,919,280 (788,130) 60,548 20,706,329 Shares issued Dividends paid Profit for the year 27 – – 3,023 – – – – – – – (542,786) – – – – 3,050 (542,786) – 2,238,907 – (200,314) 237,186 2,275,779 Closing balance as at 31 March 2018 180,950 1,603,935 500 6,971,203 14,376,494 (988,444) 297,734 22,442,372 B Ordinary shares Non-distributable reserves Distributable reserves Called up share capital £ Share premium £ Capital redemption reserve £ Capital reserve £ Special reserve £ Capital reserve £ Revenue reserve £ Total Total reserves £ Opening balance as at 1 April 2017 152,858 15,255,279 Shares issued Share bought back Share issue expenses Dividends paid Profit for the year 114,225 12,307,144 (929) – 929 – (262,868) – – – – – – – – 641,506 (249,642) (409,375) 288,907 15,679,533 – – – – – (89,676) – (753,851) – – – – – – – – 12,421,369 (89,676) (262,868) (753,851) – 1,854,700 – (257,086) 185,419 1,783,033 Closing balance as at 31 March 2018 266,154 27,299,555 929 2,496,206 (1,093,169) (666,461) 474,326 28,777,540 The accompanying notes on pages 59 to 69 are an integral part of the financial statements. 55 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 56 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Cash flow statement for the year ended 31 March 2018 Operating activities Investment income received – qualifying Deposit and similar interest received – non-qualifying Investment Adviser’s fees paid Company secretarial fees paid Cash paid to and on behalf of Directors Tax Other cash payments Year ended 31.03.18 £ Year ended 31.03.17 £ Note 128,810 6,841 (651,478) (149,678) (43,576) (35,570) 530,496 1,756 (239,402) – (33,864) – (288,562) (172,219) Net cash (outflow)/inflow from operating activities 19 (1,033,213) 86,767 Cash flows from investing activities Purchase of investments Disposal of investments Long term loans made Short term loans made Long term loans repaid Net cash outflow from investing activities Net cash outflow before financing Cash flows from financing activities Net proceeds from share issues Share buybacks paid Equity dividends paid Net cash inflow from financing Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (5,602,584) (3,927,888) – 552,898 (3,395,000) (2,645,000) – (1,461,825) 45,000 764,400 (8,952,584) (6,717,415) (9,985,797) (6,630,648) 12,467,074 7,089,851 (89,676) – (1,296,637) (611,466) 11,080,761 6,478,385 1,094,964 (152,263) 2,154,677 2,306,940 3,249,641 2,154,677 The accompanying notes on pages 59 to 69 are an integral part of the financial statements. Cash flow statement for the year ended 31 March 2018 Unaudited non‑statutory analysis between the Ordinary and B Ordinary share funds Year ended 31.03.18 Year ended 31.03.17 Ordinary shares £ B Ordinary shares £ Total £ Ordinary shares £ B Ordinary shares £ Total £ Operating activities Investment income received – qualifying 100,810 28,000 128,810 430,151 100,345 530,496 Deposit and similar interest received – non-qualifying – 6,841 6,841 82 1,674 1,756 Investment Adviser’s fees paid Company secretarial fees paid (342,117) (309,361) (651,478) (159,384) (80,018) (239,402) (74,820) (74,858) (149,678) – – – Cash paid to and on behalf of Directors (20,037) (23,539) (43,576) (19,643) (14,221) (33,864) Tax Other cash payments (26,040) (9,530) (35,570) – – – (79,535) (209,027) (288,562) (114,864) (57,355) (172,219) Net cash (outflow)/inflow from operating activities (441,739) (591,474) (1,033,213) 136,342 (49,575) 86,767 Cash flows from investing activities Purchase of investments Disposal of investments Long term loans made Short term loans made Loans repaid – (5,602,584) (5,602,584) – (3,927,888) (3,927,888) – – – 106,583 446,315 552,898 – (3,395,000) (3,395,000) – (2,645,000) (2,645,000) – – – – – (1,461,825) (1,461,825) 45,000 45,000 250,000 514,400 764,400 Net cash (outflow)/inflow from investing activities – (8,952,584) (8,952,584) 356,583 (7,073,998) (6,717,415) Net cash (outflow)/inflow before financing (441,739) (9,544,058) (9,985,797) 492,925 (7,123,573) (6,630,648) Cash flows from financing activities Net proceeds from share issues 3,050 12,464,024 12,467,074 7,105 7,082,746 7,089,851 Share buybacks paid Equity dividends paid – (89,676) (89,676) – – – (542,786) (753,851) (1,296,637) (361,824) (249,642) (611,466) Net cash (outflow)/inflow from financing (539,736) 11,620,497 11,080,761 (354,719) 6,833,104 6,478,385 (Decrease)/increase in cash (981,475) 2,076,439 1,094,964 138,206 (290,469) (152,263) The accompanying notes on pages 59 to 69 are an integral part of the financial statements. 57 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A notes to the financial statements 58 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements 1. Company information The Company is a Public Limited Company incorporated in England and Wales with registered number 08307631. The registered address is 3 Cadogan Gate, London SW1X 0AS. The principal activity is investing in private equity type transactions. 2. Basis of preparation These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (“FRS 102”), and with the Companies Act 2006 and in accordance with the SORP issued by the Association of Investment Companies in November 2014 and updated in February 2018 with consequential amendments. The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below. The financial statements are prepared in pounds sterling, which is the functional currency of the Company. 3. Going concern The Board of Directors is satisfied that the Company has adequate availability of funding in order to continue as a going concern. Therefore, the Company continues to adopt the going concern basis in preparing these financial statements. 4. Significant judgments and estimates The preparation of the Financial Statements requires the Board to make judgments and estimates that affect the application of policies and reported amounts of assets, The carrying value of the unquoted fixed asset investments requires estimates to determine fair values. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. However, because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. All unquoted investments are valued in accordance with current IPEV guidelines, this relies on subjective estimates such as appropriate sector earnings multiples, forecast results of investee companies and liquidity or marketability of the investments held. Although the estimates and the assumptions applied are under continuous review to ensure that the fair values are appropriately stated there is a risk that the carrying value of an unquoted investment may require material adjustment either within the next year or in the longer term. More information related to the unquoted investment and their valuations is included in note 12 and the Investment Advisor Review. 5. Accounting policies A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below. a) Investments The Company did not hold any listed investments at any time during the reporting period. Investments in unlisted companies are held at fair value through profit or loss by the Directors. Information about the portfolio is provided internally to the Directors on that basis and the Directors consider the basis to be consistent with the Company’s investment strategy, with reference to the International Private Equity and Venture Capital Valuation Guidelines (“IPEVCV guidelines”). The IPEVCV guidelines include the following: All unquoted equity investments are held at the price of a recent investment, if the recent investment was within a period of twelve months and there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered: (i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company within the last twelve months, this value will be used. (ii) In the absence of (i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either: a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company’s historical, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared with the sector including, inter alia, a lack of marketability); or b) an assessment of other relevant, objective evidence. (iii) Where an earnings multiple or other objective evidence is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. 59 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 60 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements continued 5. Accounting policies (continued) (iv) Loan stock investments are recognised at their fair value which is measured at the present value of expected future cash flows discounted at a market rate of interest. Loan stock investments receivable within the next 12 months are classified as short term. 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. Those venture capital investments that may be categorised as associated undertakings are carried at fair value as determined by the Directors in accordance with the Company’s normal policy. Carrying investments at fair value is specifically permitted under FRS102 section 14.4. b) 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 it is probable that payment will be received. Special dividends receivable are treated as a revenue receipt or a capital receipt depending on the facts and circumstances of each particular case. Fixed returns on non-equity shares and debt securities are recognised on an accruals basis using the effective interest method. Such amounts are recognised in the revenue column provided that it is probable that payment will be received in due course. c) Expenses All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the income statement, all expenses have been accounted for as revenue items except as follows: Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated, and accordingly the investment management fee is currently allocated 25% to revenue and 75% to capital, which reflects the Directors’ expected long-term view of the nature of the investment returns of the Company. d) Debtors Short term debtors (including short term loans) are measured at transaction price, less any impairment. e) Creditors Short term trade creditors are measured at the transaction price. f) Taxation Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date. 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 in the SORP. Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the Statement of Comprehensive Income and a corresponding amount is charged against the revenue column. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses. Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. The tax expense/(income) is presented either in the Income Statement or Statement of Changes in Equity depending on the transaction that resulted in the tax expense/(income). Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. g) Financial instruments The Company has elected to apply the provisions of section 11 ‘Basic Financial Instruments’ and section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. The Company’s financial instruments comprise its investment portfolio, cash balances and most debtors and creditors. These financial assets and financial liabilities are carried either at fair value or, in the case of debtors, creditors and cash, using the cost which is considered to be a reasonable approximation of their fair value. h) Events after the balance sheet date Dividends declared and approved by the Company after the balance sheet date have not been recognised as a liability of the Company at the balance sheet date. 6. Income Interest receivable – revenue – from bank deposits – from loan stock – Other interest – arrangement fees received Dividends receivable 7. Investment Adviser’s fees Oakley Investment Managers LLP 61 c l p T C V e k o r b m e P 2018 £ 6,841 902,504 (36,624) 14,000 137,810 2017 £ 1,756 1,152,915 36,624 13,740 – 1,024,531 1,205,035 2018 £ 2017 £ 690,000 390,086 Oakley Investment Managers LLP has been appointed as the Company’s Investment Adviser. This appointment shall continue until terminated by the expiry of not less than twelve months’ notice in writing given by either party. The appointment may also be terminated in circumstances of material breach by either party. Details of the appointment may be found in the strategic report on page 34. No performance fee is due in respect of the year ended 31 March 2018 (2017: £nil). 8. Other expenses Other expenses include: Company secretarial fees Auditor’s remuneration – audit of statutory financial statements Printing and stationery Marketing Insurance Investment acquisition costs Employers NI on Directors’ remuneration Other costs Interest forgone on loan investments Irrecoverable VAT The Company has no employees other than the Directors. 2018 £ 75,661 39,000 26,902 53,952 17,607 25,100 2,575 44,585 – 48,943 2017 £ 65,591 38,986 31,311 24,213 19,197 10,000 2,591 35,565 975,149 37,495 Information relating to Directors’ remuneration can be found in the audited section of the Directors’ remuneration report on page 39. Interest forgone on loan investments includes the amounts foregone on loans to the following investee companies: Boom Cycle Dilly & Wolf La Bottega Second Home Chucs ME+EM Zenos Cars 2018 – – – – – – – – 2017 37,271 33,477 735,827 13,208 115,463 15,689 24,214 975,149 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 62 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements continued 9. Tax a) Analysis of tax charge Current year charge: Revenue charge Credited to capital return Current tax charge (note (b)) Prior year charge: Revenue charge Credited to capital return Total current and prior year tax charge b) Factors affecting tax charge for the year Total return before tax Effect of: Corporation tax at 19% (2017: 19%) Non-taxable gains on investments Non-taxable dividends Movement in excess management expenses Other movements Tax charge for year (note (a)) 2018 £ – – – – – – 2018 £ 2017 £ – – – 569 – 569 2017 £ 4,018,812 839,433 771,174 (777,785) (26,184) 32,795 – – 159,492 (247,082) – 87,590 – – No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust. There is no potential liability to deferred tax. No deferred tax asset has been recognised on surplus expenses carried forward as it is not envisaged that any such tax will be recovered in the foreseeable future. The value of the unrecognised deferred tax is £90,000 (2017: £78,000). This is calculated using a corporation tax rate of 17% which is the rate at which it is deemed that any losses would be utilised. 10. Dividends paid Dividends recognised as distributions paid to equity holders during the year: Interim dividend on Ordinary and B Ordinary shares for the year ended 31 March 2017 of 1.0 pence per share Final dividend on Ordinary and B Ordinary shares for the year ended 31 March 2017 of 2.0 pence per share Final dividend on Ordinary and B Ordinary shares for the year ended 31 March 2016 of 2.0 pence per share Dividends paid or payable in respect of the financial year: Interim dividend on Ordinary and B Ordinary shares for the year ended 31 March 2017 of 1.0 pence per share – paid 7 June 2017 Final dividend on Ordinary and B Ordinary shares for the year ended 31 March 2018 of 3.0 pence per share – payable on 31 October 2018 (2017: 2.0 pence) All dividends are paid from the special reserve. 2018 £ 427,839 868,798 – 1,296,637 2018 £ 2017 £ – – 611,466 611,466 2017 £ – 427,839 1,494,120 856,057 1,494,120 1,283,896 11. Return per share 2018 2017 Revenue Capital Total Revenue Capital Total Earnings/(loss) per Ordinary share (pence) Earnings/(loss) per B Ordinary share (pence) 1.31 0.74 11.27 6.36 12.58 7.10 (2.13) 1.65 7.34 (2.49) 5.21 (0.84) Basic revenue return per Ordinary share is based on the net revenue gain after taxation of £237,186 (2017: Loss £(385,703)) and on 18,093,800 (2017: 18,091,658) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. Basic capital return per Ordinary share is based on the net capital gain after taxation of £2,038,593 (2017: £1,327,698) and on 18,093,800 (2017: 18,091,658) Ordinary shares, being the weighted average number of shares in issue during the year. Basic revenue return per B Ordinary share is based on the net revenue gain after taxation of £185,419 (2017: £204,621) and on 25,114,084 (2017: 12,383,649) B Ordinary shares, being the weighted average number of shares in issue during the year. Basic capital return per B Ordinary share is based on the net capital return after taxation of £1,597,614 (2017: Loss £(307,752)) and on 25,114,084 (2017: 12,383,649) Ordinary shares, being the weighted average number of shares in issue during for the year. 12. Investments Movements in investments during the year are summarised as follows: Shares £ Loan stock £ Total £ Opening valuation: Cost at 31 March 2017 Unrealised gains at 31 March 2017 Unrealised losses on loan notes at 31 March 2017 Interest rolled up in fixed income investments 17,252,868 6,695,468 – – 9,293,200 – (1,304,192) 936,630 26,546,068 6,695,468 (1,304,192) 936,630 Valuation at 31 March 2017 23,948,336 8,925,638 32,873,974 Movements in the year: Purchases at cost Disposals – proceeds Loan repaid Loans converted to equity Loan interest converted to equity Unrealised gains on equity investments Unrealised losses on loan stock Interest rolled up in fixed income investments 5,602,584 – – 810,000 23,222 4,934,415 – – 3,145,000 – (45,000) (810,000) – – (840,808) 856,282 8,747,584 – (45,000) – 23,222 4,934,415 (840,808) 856,282 Total movements in year 11,370,221 2,305,474 13,675,695 Closing valuation: Cost at 31 March 2018 Unrealised gains at 31 March 2018 Unrealised losses on loan notes at 31 March 2018 Interest rolled up in fixed income investments 23,688,674 11,629,883 – – 11,583,200 – (2,145,000) 1,792,912 35,271,874 11,629,883 (2,145,000) 1,792,912 Valuation at 31 March 2018 35,318,557 11,231,112 46,549,669 There were no disposals in the year. 63 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 64 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements continued 12. Investments (continued) As at 31 March 2018, the Company had no arrangements in place to dispose of any of its holdings. During the year, the following changes in valuation of unquoted shares were considered material: Plenish La Bottega Chucs Bar & Grill Blaze Carrying value at 1 April 2017 £ 2,270,965 885,808 1,526,921 698,054 Additions in year £ 200,031 400,000 1,297,952 – Increase/ (decrease) in valuation £ Carrying value at 31 March 2018 £ 1,010,859 (885,808) 1,595,239 844,850 3,481,855 400,000 4,420,112 1,542,904 The Company is required to report the category of fair value measurements used in determining the value of its investments, to be disclosed by the source of inputs, using a three-level hierarchy: Quoted market prices in active markets – “Level 1” Inputs to Level 1 fair values are quoted prices in active markets for identical assets. An active market is one in which quoted prices are readily and regularly available and those prices represent actual and regular occurring market transactions on an arm’s-length basis. The Company has no investments classified in this category. Valued using models with significant observable market parameters – “Level 2” Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company has no investments classified in this category. Valued using models with significant unobservable market parameters – “Level 3” Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company’s unquoted equities and loan stock are classified within this category. As explained in note 5, unquoted investments are valued in accordance with the IPEVCV guidelines. The fair value of all investments is assessed by the Company and, where appropriate, a revaluation against cost is made. The basis of revaluation may be based on a sales or profit multiple, or on market information that supersedes that held at the time of acquiring the investment. Details of the basis of revaluation are included in the Investment Adviser’s review and investment portfolio on pages 12 to 31. 13. Significant interests As at the balance sheet date and from the dates of making the investments the Company has held 3% or more of the Ordinary shares of: Investment equity holding % Investment equity holding % Boom Cycle (Boom Spin Limited) KX Gym (KX Group Holding Limited) Plenish (Plenish Cleanse Limited) Dilly & Wolf (Dilly and Wolf Limited) KX U (KX U Limited) La Bottega (LBID Holdings Limited) Chucs Bar & Grill (Chucs Bar & Grill Limited) Second Home (Second Homes Limited) Sourced Market (SP Market Limited) Bel-Air Inc (Bel-Air Inc Limited) Kat Maconie (Kat Maconie Limited) Troubadour Goods (Troubadour Goods Limited) Bella Freud (Bella Freud Limited) 33.3 11.8 32.0 27.0 10.3 87.6 27.1 4.6 30.8 8.0 22.3 36.1 40.2 11.6 Chucs (Chucs Limited) 22.5 Bella Freud Parfum (Bella Freud Parfum Limited) 13.1 ME+EM (ME and EM Limited) 16.7 Alexa Chung (Alpha Charlie Limited) 12.5 Heist (Carousel Ventures Limited) PlayerLayer (PlayerLayer Limited) 6.1 Boat International Media (Boat International Limited) 21.6 5.1 Blaze (SMIDSY Limited) 5.0 Stillking Films UK (2020 Group Limited) 4.2 Unbolted (Open Access Finance Ltd) 5.1 Stylindex (Stylindex Limited) 10.2 Popsa (Popsa Holdings Limited) Details of holdings may be found in the Investment Adviser’s review and investment portfolio on pages 12 to 31. The Company holds 87% of La Bottega. Although considered a subsidiary, the investment is held as part of the investment portfolio and is therefore excluded from consolidation. It has been valued at fair value using the same methods as described in this report in respect of investments held within the investment portfolio. La Bottega made a loss of £0.9 million for the year ended 26 March 2017 and its aggregate capital and reserves at 26 March 2017 amounted to £(2.5) million. As the Company does not hold any investment which require consolidation, no consolidated accounts have been prepared. 14. Debtors Amounts falling due within one year: Sundry debtors and prepayments 15. Creditors: amounts falling due within one year Sundry creditors and accruals Deferred income Corporation tax Fixed asset investment deferred payment 16. Called up share capital Allotted, called-up and fully paid at 1 April 2017: Issued during the year Repurchased during the year At 31 March 2018 *Ordinary shares of 1p each **B Ordinary shares of 1p each During the year, the Company issued 2,708 Ordinary shares as detailed below: Allotted, called up and fully paid: Ordinary shares issued on 7 June 2017 Ordinary shares issued on 26 October 2017 During the year, the Company issued 11,422,536 B Ordinary shares as detailed below: Allotted, called up and fully paid: B Ordinary shares issued on 5 April 2017 B Ordinary shares issued on 3 May 2017 B Ordinary shares issued on 7 June 2017 B Ordinary shares issued on 6 July 2017 B Ordinary shares issued on 26 October 2017 B Ordinary shares issued on 9 March 2018 2018 £ 2017 £ 1,792,460 2,087,936 1,792,460 2,087,936 2018 £ 369,838 2,020 – – 371,858 No of Ordinary shares* 18,092,297 2,708 – No of B Ordinary shares** 15,285,811 11,422,536 (92,943) 2017 £ 437,136 8,020 35,569 250,000 730,725 Total 33,378,108 11,425,244 (92,943) 18,095,005 26,615,404 44,710,409 No of Ordinary shares 876 1,832 2,708 No of B Ordinary shares 8,826,567 579,211 18,580 636,569 40,630 1,320,979 Nominal value £ Consideration received £ 9 18 27 1,011 2,039 3,050 Nominal value £ Consideration received £ 88,265 5,792 186 6,366 406 13,210 9,661,354 628,750 19,780 691,400 41,060 1,379,025 11,422,536 114,225 12,421,369 During the year, the Company repurchased 92,943 of its own B Ordinary shares for cancellation at a cost of £89,676. 65 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 66 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements continued 17. Reserves Called-up share capital represents the nominal value of shares that have been issued. Share premium account includes any premiums received on issue of share capital less any transaction costs associated with the issuing of shares and any amounts transferred to the special reserve. Special reserve includes amounts transferred from the share premium account on 26 March 2014. The special reserve is distributable and is mainly used for payment of dividends. Capital reserves includes all current and prior period realised and unrealised movements in the fair value of investments and all costs which are considered capital in nature. As at 31 March 2018 there were realised losses of £1,654,905 (2017: Loss £(1,197,505)) which are distributable, the balance is unrealised and non-distributable. Revenue reserve includes all current and prior period retained profits and losses. The balance on the account is distributable. The total distributable reserves of the Company at 31 March 2018 is £12,400,480 (2017: £13,821,588). 18. Net asset value per share The net asset values per share at the year-end were as follows: Ordinary shares B Ordinary shares 2018 Net asset values attributable 2017 Net asset values attributable Net assets Net assets per share Net assets Net assets per share 22,402,372 28,777,540 124.03p 108.12p 20,706,329 15,679,533 114.45p 102.58p Net asset value per Ordinary share is based on net assets at the year-end and on 18,095,005 (2017: 18,092,297) Ordinary shares, being the number of Ordinary shares in issue at the year-end. Net asset value per B Ordinary share is based on net assets at the year-end and on 26,615,404 (2017: 15,285,811) B Ordinary shares, being the number of B Ordinary shares in issue at the year-end. 19. Reconciliation of profit before taxation to net cash outflow from operating activities Profit before taxation for the year Net gains on investments Increase/(decrease) in debtors (excluding share issue proceeds and short term loans) Decrease/(increase) in interest rolled up in fixed income investments Increase/(decrease) in creditors and accruals 2018 £ 4,058,812 (4,093,607) (11,250) (879,504) (excluding share issue expenses, short term loans and fixed asset investment balances) (107,664) Net cash (outflow)/inflow from operating activities (1,033,213) 2017 £ 839,433 (1,300,433) 30,571 287,320 229,876 86,767 20. Financial instruments The Company’s financial instruments comprise: (i) Equity and fixed-interest investments that are held in accordance with the Company’s investment objectives as set out in the Directors’ report; and (ii) Cash, liquid resources, short term debtors and creditors that arise directly from the Company’s operations. Investments are made in a combination of equity and loans. Surplus funds are held on bank deposit. It is not the Company’s policy to trade in financial instruments or derivatives. Fixed asset investments are valued at fair value through profit or loss. Unquoted investments are valued by the Directors using rules consistent with IPEV guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet. Further details of the bases on which financial instruments, including investments, are held may be found at notes 5 and 12 and in the Investment Adviser’s Review and investment portfolio on pages 12 to 31. The Company held the following categories of financial instruments, all of which are included in the balance sheet at fair value, at 31 March 2018: Assets at fair value through profit and loss: Equity investments Loan stock Assets measured at amortised cost: Other debtors Liabilities measured at amortised cost: Creditors Cash at bank 2018 Cost £ Fair value £ 2017 Cost £ Fair value £ 23,688,674 35,318,557 11,231,112 13,376,112 17,252,868 23,948,336 8,925,638 10,229,830 1,740,441 1,740,441 2,040,569 2,040,569 (371,858) 3,249,641 (371,858) 3,249,641 (730,725) 2,154,677 (730,725) 2,154,677 41,683,010 51,167,893 30,947,219 36,338,495 Loans to investee companies are treated as fair value through profit and loss and are included in the investment portfolio. Unquoted investments account for 100% of the investment portfolio by value. The investment portfolio has a 100% concentration of risk towards small UK based, sterling denominated companies and represents 91.0% (2017: 90.3%) of net assets at the year end. All financial liabilities are due within one year and are expected to be settled within six months of the period and in accordance with normal credit terms. The main risks arising from the Company’s financial instruments are credit risk, investment valuation risk, interest rate risk and liquidity risk. All assets and liabilities are denominated in sterling, hence there is no currency risk. Credit risk The Company has exposure to credit risk in respect of its loan stock investments. This risk is managed through the due diligence process adopted when making loan investments to unquoted companies and through regular monitoring of the investee companies by the Investment Adviser. The selection of credit institution at which to hold cash balances is made by the Investment Adviser and monitored by the Board. The credit risk is managed by ensuring cash is held with an institution or institutions with a Standard & Poors long term credit rating of BBB or better. The maximum exposure to credit risk at the balance sheet date was £16,220,472 (2017: £13,120,884). Investment valuation risk The Board manages the investment valuation risk inherent in the Company’s portfolio by maintaining an appropriate spread of risk and by ensuring full and timely access to relevant information from the Investment Adviser. The Board reviews the investment performance and financial results, as well as compliance with the Company’s investment objectives. The Board seeks to ensure that an appropriate proportion of the Company’s portfolio is invested in cash and readily realisable securities which are sufficient to meet any funding commitments which may arise. The Company does not use derivative instruments to hedge against market risk. The equity and fixed interest stocks of the Company’s unquoted investee companies are very seldom traded and, as such, their prices are more uncertain than those of more frequently traded stocks. It is estimated that a 15% fall in the carrying value of the Company’s unquoted investments would reduce profit before tax for the year and the Company’s net asset value per share by £6,982,450 and 15.6p (2017: £4,931,096 and 14.8p) respectively. A 15% estimate is considered to be an appropriate illustration given historical volatility and market expectations of future performance. 67 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 68 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes to the financial statements continued 20. Financial instruments (continued) Interest rate risk The Company’s financial assets include loan stock and bank deposits which are interest bearing, at a mix of fixed and variable rates. As a result, the Company is exposed to interest rate risk due to fluctuations in prevailing levels of market interest rates. The Board seeks to mitigate this risk through regular monitoring of the Company’s interest bearing investments. The Company does not use derivative instruments to hedge against interest rate risk. As at 31 March 2018, the Company’s financial assets by value, excluding short-term debtors and creditors which are not exposed to interest rate risk, comprised: Financial assets £ % Weighted average interest rate % Interest rate Fixed term years Venture capital investments Ordinary shares Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Loan stock Bank deposits 35,318,557 120,979 211,984 520,932 317,915 2,639,081 400,000 441,534 69,151 454,819 500,000 373,085 177,637 253,616 518,260 116,932 112,493 152,153 127,827 66,948 133,238 237,743 263,912 190,077 100,000 514,795 555,968 670,795 489,556 499,682 3,249,641 70.9 0.2 0.4 1.1 0.7 5.3 0.8 0.9 0.1 0.9 1.0 0.8 0.4 0.5 1.0 0.2 0.2 0.3 0.3 0.1 0.3 0.5 0.5 0.4 0.2 1.0 1.1 1.4 1.0 1.0 6.5 n/a Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Floating Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Floating n/a 12.0 9.0 8.0 9.0 12.0 12.0 12.0 12.0 12.0 8.0 12.0 8.0 8.0 10.0 12.0 12.0 22.0 8.0 12.0 12.0 8.0 12.0 12.0 8.0 8.0 12.0 12.0 12.0 12.0 0.15 n/a 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 1.0 n/a 49,799,310 100.0 It is estimated that, if the floating interest rate fell to 0%, pre-tax profit for the year would fall by 0.14% (2017: 0.61%) on an annualised basis. The risk from future fluctuations in interest rate movements should be mitigated by the Company’s intention to complete its investment strategy and to hold a majority of its investments in instruments which are not exposed to market interest rate changes. Liquidity risk The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and thus are not readily realisable. At times, the Company may be unable to realise its investments at their carrying values because of an absence of willing buyers. The Company’s ability to sell investments may also be constrained by the requirements set down for VCTs. To counter such liquidity risk, sufficient cash and money market funds are held to meet running costs and other commitments. 21. Management of capital The Board of Directors considers the Company’s net assets to be its capital and the Company does not have any externally imposed capital requirements. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, satisfy the relevant HMRC requirements and provide at least adequate returns for shareholders. As a VCT, the Company must have, and must continue to have, within three years of raising its capital at least 70% by value of its investments in VCT qualifying holdings which are a relatively high risk asset class of small UK companies. In satisfying this requirement, the Company’s capital management scope is restricted. Subject to this restriction, the Company directs investment policy and may adjust dividends, return capital to shareholders, issue new shares or sell assets to maintain the level of liquidity to remain a going concern. 22. Post balance sheet events Since the Company’s year end, the following transactions have taken place: • The Company has made investments of £1,429,266, all as follow-on investments in existing holdings. The Company has no other investment commitments at the balance sheet date. • 3,859,164 B Ordinary shares were allotted under the B Ordinary share offer on 5 April 2018 raising net proceeds of £4,049,900. • 1,234,434 B Ordinary shares were allotted under the B Ordinary share offer on 29 June 2018 raising net proceeds of £1,292,500. 23. Geographical analysis The operations of the Company are wholly within the United Kingdom. 24. Related parties The Company retains Oakley Investment Managers LLP (“OIM”) as its Investment Adviser. Peter Dubens, a non-executive Director of the Company, is a member of OIM. During the year ended 31 March 2018, £690,000 was payable to OIM for Investment Adviser services of which £232,888 was owed to OIM at the year-end (2017: £390,086, of which £194,368 was owed at the year end). Oakley Capital Limited (“OCL”), of which Peter Dubens has significant control, acted as promoter for the offer during the year. The fees in the year amounted to £389,700 (31 March 2017: £159,344) out of which OCL cover the costs of the offer. The costs paid by the Company in the year amounted to £305,075. OCL were paid £nil in fees, resulting in a balance of £227,214 owed from OCL to the Company at the year-end (2017: OCL owed the Company £311,839). Following the year end, additional promoter fee income (net of costs) of £98,870 was recognised and as at the date of signing the financial statements, OCL owed the Company £128,344. The number of Ordinary shares (all of which are held beneficially) by employees of OIM as at 31 March 2018 are: 2018 2017 Ordinary shares held B Ordinary shares held Ordinary shares held B Ordinary shares held Peter Dubens Stewart Porter Director Investment Adviser 400,000 75,000 586,689 – 400,000 75,000 400,000 – The remuneration of the Directors, who are key management personnel of the Company, is disclosed in the Directors’ remuneration report on page 39. 69 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A 70 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notice of annual general meeting It is the Board’s opinion that all resolutions are in the best interests of shareholders as a whole and the Board recommends that shareholders should vote in favour of all resolutions. Any shareholder who is in doubt as to what action to take should consult an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in the Company, please forward this document to the purchaser, transferee, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. Notice is hereby given that the fourth annual general meeting of Pembroke VCT plc will be held at 8.30 am on Thursday, 27 September 2018 at 3 Cadogan Gate, London SW1X 0AS for the purpose of considering and, if thought fit, passing the following Resolutions (of which, Resolutions 1 to 6 will be proposed as Ordinary Resolutions and Resolutions 7, 8 and 9 will be proposed as Special Resolutions): Ordinary Business 1. To receive the Directors’ and the independent auditor’s reports and the Company’s financial statements for the year ended 31 March 2018. 2. To approve final dividends of 3 pence per Ordinary share and 3 pence per B Ordinary share in respect of the year ended 31 March 2018 with a payment date of 31 October 2018 and a record date of 28 September 2018. 3. To receive and approve the Directors’ remuneration report for the year ended 31 March 2018. 4. To re-appoint Grant Thornton UK LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. 5. To authorise the Directors to fix the remuneration of the auditor. 6. To re-elect Peter Dubens as a Director of the Company. Special Business 7. That, in accordance with article 147 of the Company’s Articles of Association and in addition to existing authorities, the Directors of the Company be and hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot and issue Ordinary and B Ordinary shares pursuant to the terms and conditions of the dividend investment scheme adopted by the Company on 3 December 2015 and in connection with any dividend declared or paid in the period commencing on the date of this Resolution 7 and ending on the date of the next AGM or the date falling 15 months after the date of the passing of this resolution: a. Ordinary shares of 1 pence each in the capital of the Company (“Ordinary shares”) up to an aggregate nominal amount representing 10% of the issued Ordinary share capital from time to time (approximately 1,809,500 Ordinary shares); and b. B Ordinary shares of 1 pence each in the capital of the Company (“B Ordinary shares”) up to an aggregate nominal amount representing 10% of the issued B Ordinary share capital from time to time (approximately 3,047,456 B Ordinary shares). 8. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offer or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 7 above as if section 561 of the Act did not apply to any such allotment, and so that: a. Reference to the allotment in this resolution shall be construed with section 560 of the Act; and b. The power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities of such offers or agreements notwithstanding the expiry of such power. 9. That the Company be and is hereby generally and unconditionally authorised within the meaning of section 701 of the Act to make market purchases of Ordinary and B Ordinary shares of 1 pence each in the capital of the Company (“Ordinary and B Ordinary shares”) provided that: (i) the maximum number of Ordinary and B Ordinary shares hereby authorised to be purchased is an amount equal to 14.99% of the issued Ordinary and 14.99% of the issued B Ordinary share capital of the Company from time to time; (ii) the minimum price which may be paid for an Ordinary or B Ordinary share is 1 pence per share, the nominal amount thereof; (iii) the maximum price which may be paid for an Ordinary or B Ordinary share is an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary or B Ordinary share as applicable in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased; (iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the annual general meeting of the Company to be held in 2019 and the date which is 15 months after the date on which this resolution is passed; and (v) the Company may make a contract or contracts to purchase its own Ordinary or B Ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of its own Ordinary or B Ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired. By Order of the Board The City Partnership (UK) Limited Secretary 12 July 2018 Notes 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, only shareholders registered in the register of members of the Company as at 8.30 am on 25 September 2018 (48 hours, excluding non-working days, before the time appointed for the meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at such time. If the meeting is adjourned, the time by which a person must be entered in the register of members in order to have the right to attend and vote at the adjourned meeting is 48 hours before the time of any adjourned meeting. 2. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend and vote at the meeting using the Form of Proxy on page 73. You can appoint a proxy only by using the procedures set out in these notes and the notes to the Form of Proxy. A proxy does not need to be a member of the Company but must attend the meeting to represent you. 3. To appoint a proxy you may use the Form of Proxy on page 73. To be valid, the Form of Proxy must be deposited by 8.30 am on 25 September 2018, or if this meeting is adjourned, by no later than 48 hours, excluding non-working days, prior to the time and date set for the adjourned meeting, using one of the following methods: • By sending a signed completed hard copy of the Form of Proxy to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR; or • By sending a legible scan of the completed hard copy of the Form of Proxy to proxies@shareregistrars.uk.com. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you should photocopy the Form of Proxy. Please indicate alongside the proxy holder’s name, the number of shares in relation to which they are authorised to act as your proxy. The notes to the Form of Proxy on page 74 explain how to direct your proxy to vote on each resolution or withhold their vote. 5. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). 6. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods: • By sending hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice; or • By sending an email, clearly stating your intention to revoke your proxy appointment, to proxies@shareregistrars.uk.com. 7. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated. 8. The issued share capital of the Company at the date of this notice is 18,095,005 Ordinary shares and 31,709,002 B Ordinary shares, therefore the total number of voting rights in the Company as at the date of this notice is 49,804,007. 9. The following documents are available for inspection at the registered office of the Company: • The Directors’ letters of appointment • Register of the Directors’ interests in the share capital of the Company. 10. You may not use any electronic address provided either in this notice of meeting or any related documents, to communicate with the Company for any purposes other than those expressly stated. 71 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Corporate information Directors (all non-executive) Independent Not independent Jonathan Simon Djanogly (Chairman) Peter Adam Daiches Dubens Laurence Charles Neil Blackall All of the registered office and principal place of business 3 Cadogan Gate London SW1X 0AS www.pembrokevct.com Secretary The City Partnership (UK) Limited 110 George Street Edinburgh EH2 4LH Bankers Barclays Bank plc 1st Floor 99 Hatton Garden London EC1N 8DN Independent Auditor Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU Status Adviser Philip Hare & Associates Suite C First Floor 4-6 Staple Inn London WC1V 7QH Investment Adviser Oakley Investment Managers LLP 3 Cadogan Gate London SW1X 0AS Registrar The City Partnership (UK) Limited c/o Share Registrars Limited The Courtyard 17 West Street Farnham Surrey GU9 7DR Reporting Calendar for year ending 31 March 2019 Results announced: Interim – October 2018 Annual – July 2019 72 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Form of Proxy Pembroke VCT plc – Form of Proxy for the Annual General Meeting on 27 September 2018 I/We (block capitals please) .............................................................................................................................................................................................................. of ............................................................................................................................................................................................................................................................... being a member of Pembroke VCT plc, hereby appoint (see notes 1 and 2) .................................................................................................................... or failing him/her the chairman of the meeting to be my/our proxy and exercise all or any of my/our rights to attend, speak and vote for me/us in respect of my/our voting entitlement on my/our behalf at the annual general meeting of the Company to be held at 3 Cadogan Gate, London SW1X 0AS on 27 September 2018 at 8.30 am, notice of which is dated 19 July 2018, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolution set out in the notice of meeting: Please indicate by placing an ‘X’ in this box if this proxy appointment is one of multiple appointments being made (see note 2 overleaf). Resolution 1 To receive the Directors’ report and financial statements together with the independent auditor’s report 2 To approve final dividends of 3 pence per Ordinary share and 3 pence per B Ordinary share For Against Vote withheld 3 To approve the Directors’ remuneration report 4 To re-appoint Grant Thornton UK LLP as auditor 5 To authorise the Directors to fix the remuneration of the auditor 6 To re-elect Peter Dubens as a Director of the Company 7 To authorise the allotment and issue of Ordinary and B Ordinary shares pursuant to the DIS 8 To disapply pre-emption rights in relation to the above allotment 9 To authorise the Directors to buy back shares Please refer to the notes overleaf. Attendance indication Shareholders who intend to attend the annual general meeting are requested to place a tick in the box below in order to assist with administrative arrangements. I/We intend to attend the annual general meeting at 3 Cadogan Gate, London SW1X 0AS on 27 September 2018 at 8.30 am. Signed ....................................................................................................................................... Date ................................................................................................................................ 2018 73 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Notes relating to the Form of Proxy 1. Every member has the right to appoint some other person(s) of his/her choice, who need not be a member, as his/her proxy to exercise all or any of his/her rights to attend, speak or vote on his/her behalf at the meeting. A member wishing to appoint a person other than the chairman of the meeting as proxy should insert the name of such person in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter alongside the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Any alteration or deletion must be signed or initialled. 2. A member may appoint more than one proxy in relation to a meeting, provided that the proxy is appointed to exercise the rights attached to a different share or shares held by him/her. To appoint more than one proxy, please contact The City Partnership (UK) Limited on 0131 243 7210 for (an) additional form(s), or you may photocopy this form. Please indicate alongside the proxy holder’s name the number of shares in relation to which the proxy holder is authorised to act as your proxy. Please also indicate by placing an ‘X’ in the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope. 3. Use of the Form of Proxy does not preclude a member from attending and voting in person. 4. Where the Form of Proxy is executed by an individual it must be signed by that individual or his or her attorney. 5. Where the Form of Proxy is executed by joint shareholders it may be signed by any of the members, but the vote of the member whose name stands first in the register of members of the Company will be accepted to the exclusion of the votes of the other joint holders. 6. Where the Form of Proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised. 7. If the Form of Proxy is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes, as he/she will on any other matters to arise at the meeting. 8. To be valid, the Form of Proxy, together with, if applicable, the power of attorney or other authority under which it is signed, or a certified copy thereof, must be sent or delivered to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by fax to 01252 719232 or by scan and email to proxies@shareregistrars.uk.com to be received no later than 8.30 am on 25 September 2017. 9. The “vote withheld” option is provided to enable a member to abstain from voting on the resolution; however, it should be noted that a “vote withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes “for” and “against” the resolution. 74 c l p T C V e k o r b m e P 8 1 0 2 h c r a M 1 3 d e d n e r a e y e h t r o f t r o p e R l a u n n A Designed by & inc. and printed by Portman Lodge Limited P E M B R O K E V C T P L C A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 1 8 3 Cadogan Gate, London SW1X 0AS Incorporated in England and Wales with registered number 08307631 ANNUAL REPORT AND FINANCIAL STATEMENTS for the year ended 31 March 2018