TAX EFFICIENT INVESTING WITH THE INFRASTRUCTURE AND EXPERIENCE TO MAXIMISE RETURNS

plenish-banner-1.jpeg
kat-maconie (2).jpeg
boat.jpeg
chilango (2).jpeg
bella-new.jpeg
sourced.jpeg
boom-banner.jpeg
SH-black.jpeg

About

Pembroke VCT plc is a venture capital trust that provides investors with access to a private equity style investment strategy with significant tax benefits. As part of the Oakley Capital group of companies, we are committed to helping management teams realise their vision, utilising our extensive network and experience. From start-ups to more mature businesses we invest in founders and management teams we have confidence in, across industries we believe have exciting growth prospects.

In turn these entrepreneurs often seek the financial advice and operational and strategic expertise that our team can provide. We only invest in companies where we can add value over and above simply providing capital, and where we are confident our resources and experience can be most instrumental in their growth. We are hands-on investors, providing a supportive framework and access to unparalleled talent across our Board, Management Team and Advisors.


People focused:

  • We invest in talented and motivated management teams that we have confidence in.

Business Model:

  • We want to see an innovative and validated business model.

  • We look for companies that are capable of significant organic growth and capital appreciation over the next five years.
  • We like to see a core offline product offering (tech start-ups are assessed by PROfounders another venture capital fund associated with the Oakley Capital group).

Sectors:

  • We invest in businesses with a consumer focus that we believe to have strong brand potential.

  • We focus on the health and fitness, apparel and accessories, media and hospitality sectors.

In order to be eligible for Pembroke investment, businesses must be UK registered and meet VCT investment requirements; please see here for further information.

For more information on becoming an Investor in Pembroke VCT please visit the Investors section of the website.


We have successfully raised over £24m in our first Ordinary share offer and B share offer combined, and are continuing our consumer focused investment strategy. Our objective is to generate significant capital appreciation whilst enabling Investors to benefit from substantial tax benefits.

As part of the Oakley Capital group we have an extensive deal flow and we are sought out by some of the UK’s most promising entrepreneurs. Collectively, our Board, Management Team and Advisors have extensive experience of running businesses in the industries we focus on, and the Oakley Capital infrastructure provides key resources and support.


Meet the Team

Team Member

Andrew Wolfson

Managing Director

Team Member

Tamara Warren

Executive Team Assistant

Team Member

Simon Male

Investment Director

Team Member

Peter Dubens

Non-Executive Director

Team Member

Jonathan Djanogly

Non-Executive Chairman

Team Member

Laurence Blackall

Independent Non-Executive Director

Portfolio

Plenish

Cold Pressed Juice

read more
BoomCycle

Boutique Fitness Centre

read more
Chucs Restaurant & Cafe

Restaurant and Bar

read more
Dilly & Wolf

Premium Snack Range

read more
KX Gym

Luxury Member’s Gym

read more
Chilango

Mexican Restaurant Chain

read more
Premium Fast Food Chain

Premium Fast-Food Chain

read more
Kat Maconie

Shoe Designer

read more
Bella Freud

Fashion Designer

read more
Blaze

Bicycle Laser Light

read more
Chucs

Luxury Outdoor Wear

read more
Bella Freud Parfum

Luxury Fragrance

read more
Troubadour

Luxury Men’s Accessories

read more
Penfield

Outdoor Clothing Brand

read more
Boat International

Leading Media Provider

read more
Zenos Cars

Sports Car Manufacturer

read more
STILLKING

Media Production Company

read more
Second Home

Creative Business Office Space

read more
Rated People

Online Marketplace

read more
Me + Em

Fashion

read more

Latest News

Voting Rights and Capital

Pembroke VCT plc (the “Company”) Voting Rights & Capital In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:

read more

Pembroke VCT Extension of Offer

Pembroke VCT plc (“the Company”) Extension of Closing Date in respect of the Offer for Subscription for the 2016/2017 Tax Year The Company is seeking to raise up to £15 million by way of an offer for su...

read more

Pembroke VCT Issue of Equity

Pembroke VCT plc (the “Company”) Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer&...

read more

Voting Rights & Capital

Pembroke VCT plc (the “Company”) Voting Rights & Capital In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following: As at 29 Febru...

read more

TR-1 Notification of Major Interest in Shares

For filings with the FCA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN ...

read more

More News

Transaction in own shares read more
Issue of Equity read more
Pembroke Quarterly Report period ending 31 Dec 2015 read more
Results of General Meeting 3rd December 2015 read more
Publication of Prospectus and Circular read more
HY report to 30 September 2015 read more
Appointment of Broker read more
Results of Annual General Meeting 24th September 2015 read more
New Share Offer read more
PEMBROKE VCT PLC Quarterly Report 30th June 2015 read more
Pembroke VCT plc (the "Company") Annual Report & Financial Statements for the year ended 31 March 2015 read more
Voting Rights Capital 31 July 2015 read more
Pembroke VCT Offer Update 31st July 2015 read more
Issue of equity 29th July 2015 read more
Voting Rights & Capital 30th June 2015 read more
IMA - reduction in notice period 22nd June 2015 read more
Issue of equity 9th June 2015 read more
Voting Rights & Capital 30th April 2015 read more
Pembroke issue committee allotment minutes 2 April 2015 read more
Issue of equity 2nd April 2015 read more
Voting Rights & Capital 31 March 2015 read more
Issue of equity 19th March 2015 read more
Pembroke VCT B Share Offer 12th March 2015 read more
Pembroke VCT Quarterly Report read more
GM resolutions passed for LSE 3rd November 2014 read more
Related Party Transactions 2 October 2014 read more
Pembroke RIS - Prospectus read more
AGM resolutions passed for LSE 28th August 2014 read more
Interim Management Statement 15th August 2014 read more
Pembroke VCT Dividend Announcement 14 Aug 2014 read more
Pembroke VCT Change of Manager read more
Issue of equity 20th May 2014 read more
Notification of Significant Holding 1 May 2014 read more
Voting Rights & Capital 30 April 2014 read more
Issue of equity 31 March 2014 read more
Top Up Offer 2014 NSM announcement read more
Voting Rights & Capital 28 February 2014 read more
Interim Management Statement 01.10.2013 - 12.2.2014 read more
Interim Management Statement - 1 October 2013 to 12 February 2014 read more
Interim management statement 13th February 2014 read more
Pembroke VCT plc (the “Company”) Intention to launch a Top Up Offer read more
Issue of equity 7th February 2014 read more
Issue of equity 20th January 2014 read more
Top Up Offer 2014 - Offer for Subscription read more
Voting Rights & Capital 30 November 2013 read more

Pembroke VCT Plc New Share Offer

19th November 2015 Pembroke VCT plc New share offer • New B Share offer launched to grant access to Pembroke’s successful strategy of investing in high growth businesses • Will follow sa...

read more

ME + EM

Contemporary womenswear brand ME+EM raises new equity capital to fund expansion Venrex Fund, Pembroke Venture Capital Trust plc (“Pembroke”), Sir Charles Dunstone and other private investors have announced a co-investment in contemporary...

read more

Blaze

Innovative bike light manufacturers Blaze raise £1M to expand product line and raise global profile- 03/10/2014 ● Blaze’s flagship product is the Laserlight, a bike light with a laser projection designed to tackle the biggest cause of cy...

read more

Pembroke VCT plc invests in Stillking Film

Pembroke VCT plc (“Pembroke”) today announces it has invested in leading global commercial and film production company, Stillking Film (“Stillking”). Stillking is a prolific producer of commercials, TV series, fea...

read more

Sourced Market set to expand following investment from Pembroke Venture Capital Trust

Sourced Market, today announced that it has investment from Pembroke Venture Capital Trust (“Pembroke”). Through its vibrant street markets and flagship St Pancreas store, Sourced Market provides seasonal, responsibly sourced and high quality foo...

read more

More News

Pembroke VCT plc invests in Boat International Media, the world’s leading superyacht media group read more
London-Based Troubadour Goods Closes Funding with Pembroke VCT read more
Pembroke VCT and other investors execute MBI of La Bottega read more
Kat Maconie receives new investment from Pembroke VCT read more
BOOM Cycle receives new investment from high profile backers read more

Financials

Download PDF

Investors

What is VCT?

Venture Capital Trusts (“VCTs”) are tax-efficient investment companies listed on the London Stock Exchange and were introduced by the Government in 1995 to incentivise investment into smaller UK companies. A VCT is a particular type of investment company. Investment in VCTs is high risk and for the long-term. Subject to certain criteria, the VCT and the individuals who invest in them can benefit from various tax benefits.

The value of the reliefs depends on the personal circumstances of holders of shares in VCTs. If a VCT loses its status as a VCT, an investor could lose the tax reliefs available on VCT shares resulting in adverse tax consequences for the investor.

Pembroke VCT plc is listed on the premium segment of the London Stock Exchange.


Investment Risks

An investment in the Company should be regarded as long-term in nature as a sale by Investors of their Shares within 5 years will require a repayment of the income tax relief obtained and is, therefore, not suitable for all individuals.

  • Although shares in VCTs are listed on the Official List and admitted to trading on the London Stock Exchange, shares in VCTs are inherently illiquid and there may be a limited market in the shares primarily because the initial tax relief is only available to those subscribing for newly issued shares and shareholders may, therefore, have difficulty in selling them.
  • Levels and bases of, and relief from taxation are subject to change. Such change could be retrospective. The value of tax reliefs depends on the personal circumstances of holders of shares, who should consult their own tax advisers before making any investment. There can be no guarantee that a VCT fund will fulfil the criteria to obtain, or to enable it to maintain, full VCT status. If the VCT fund loses its approval as a VCT before investors have held their shares for five years, the income tax relief obtained will have to be repaid by such investors. Following a loss of VCT status, an investor will be taxed on dividends paid by the Company, and in addition, a liability to capital gains tax may arise on any subsequent disposal of shares.
  • VCT shares will usually trade at a discount to their underlying net asset value. The value of an investment in a VCT fund depends on the performance of its underlying assets and that value and the income derived from the investment may go down as well as up and an investor may not get back the amount invested. Share buy-back schemes are offered by some VCTs, enabling you to sell your shares back to the fund, usually at a discount to the Net Asset Value.
  • Investment in unquoted companies, by its nature, involves a higher degree of risk than investment in the main market. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. In addition, the market for stock in smaller companies is often less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. Proper information for determining their value or the risks to which they are exposed may also not be available.

Realisation of unquoted company investments may be difficult and take considerable time. Constraints may be imposed on the realisation of investments in order to maintain the qualifying status of a VCT which may restrict its ability to obtain maximum value from its investments.


Criteria

The Company is expected to invest principally in unquoted companies, although it may also invest in companies whose shares are traded on AIM or ISDX.

The Company will invest in a diverse range of companies which the Manager 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, following the successful smaller company investment strategy of Peter Dubens and his team.

The companies may be at any stage in their development from start-up to established businesses. It is anticipated that the Company will generally take positions in its investee companies which, whilst minority interests (as required under VCT Rules), provide the Company with significant influence over key elements of each investee company’s strategy and operations.

As is permitted under VCT Rules, the Company may at any time hold up to 30% of its funds in Non-Qualifying (for VCT purposes) investments. Within this category, investments may be held in Oakley Funds, recognising that no single investment will represent more than 15% of net assets.

Oakley Funds comprise of funds or an investment managed or advised by the Oakley Group but excludes the Oakley Capital Private Equity L.P. (a private equity fund) and Profounders Capital L.P. (a venture capital fund).

Until suitable Qualifying Investments are identified, up to 30% of the net proceeds of the Offer will be invested in Oakley Funds and the balance in a portfolio of investments which may include money market securities, gilts and cash deposits.


Tax Benefits

VCTs offer significant tax advantages over most investment products. For new VCT shares, in summary, the tax reliefs available on investment are:

  • Income tax relief of up to 30% on the amount invested in new VCT shares
  • Tax free dividends
  • Tax free capital gains

On amounts invested up to £200,000 per person, per tax year, for individuals aged 18 or over who are UK tax payers. There is a minimum holding period of five years for new shares.

For existing VCT shares, the tax reliefs available on investment are:

  • Tax free dividends
  • Tax free capital gains

On amounts invested up to £200,000 per person, per tax year, for individuals aged 18 or over who are UK tax payers.

There is no minimum holding period for these tax reliefs for investors in existing VCT shares.

Income tax relief is only available for set-off against any income tax liability due, whether at the lower, basic or higher rate.

Income tax relief will not be available, or, where given, will be withdrawn where there is any disposal (except on death) of the shares before the end of the period of five years beginning with the date on which the shares were issued to the Investor.

The above is only a very brief summary of the UK tax position of Investors in VCTs and is based on the Company’s understanding of current law and practice.

Potential Investors are recommended to consult their own appropriate professional adviser as to the taxation consequences of their investing in a VCT.


Charges

Costs of the Offer

The issue costs of the Offer will be 2.0% of the gross proceeds raised.

Annual fees and expenses

The Manager has agreed with the Company that it will indemnify the Company if the total annual running costs of the Company are more than 2.0% of net asset value.

Otherwise, the Manager will receive an annual investment management fee only if, and to the extent that, the annual running costs (disregarding any annual management fee payable) amount to less than 2.0% of the Company’s net asset value.

Performance Incentive Fees

As is customary in the venture capital industry, the Manager will receive a performance related Performance Fee when the Company has performed well and in order to ensure that the interests of the Manager and Shareholders are aligned and to provide a strong incentive to the Manager. The Performance Fee is calculated as 20% (exclusive of VAT) of any amounts distributed to Shareholders in excess of £1 per Share.

The Performance Fee in relation to the return on the Ordinary Shares is subject to satisfaction of a hurdle which is that Ordinary Shareholders have received in aggregate a return equivalent to at least 8% per annum per Share (calculated on a daily basis and not compounded) on the amount subscribed per Share (100p) 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 Top Up Offer.

Subject to shareholder approval of the performance incentive arrangements for the B Ordinary Shares, the Performance Fee in relation to the return on the B Ordinary Shares is subject to satisfaction of a hurdle which is that B Ordinary Shareholders have received in aggregate a return equivalent to at least 3% per annum per Share (calculated on a daily basis and not compounded) on the amount subscribed per Share (100p) 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 the 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.

(See supplementary prospectus for further details)


Contact Us

3 Cadogan Gate
Kensington
SW1X 0AS

+44 (0) 20 7766 6900
info@pembrokevct.com

  • Entrepreneurs
  • Investors
  • Press Enquiries