Pembroke VCT

Pembroke VCT plc focuses on backing early-stage businesses led by exceptional founders and management teams. It targets three sectors: consumer, B2B business services, and technology.

The VCT has net assets of £251.7 million and a portfolio of approximately 45 companies (March 2025). To date, it has achieved six exits, of which five profitable, generating £38.1 million in proceeds, against a cost of £11.5 million.

In the 10 years to June 2025, the VCT has produced a NAV total return (including dividends) of 46.1% (17.0% over five years). Past performance is not a guide to the future. The VCT targets an annual dividend of 5p per share – not guaranteed.

• Seeking to raise £40 million with a £20 million overallotment facility
• Available 2025/26 and 2026/27 tax year
• Target dividend of 5p per share – variable and not guaranteed
• Minimum investment: £5,000
• Deadline: apply by 21 October 2025 (9am) for 1% early bird saving and first allotment

Pembroke VCT plc is managed by Pembroke Investment Managers LLP (“Pembroke”), part of Oakley Group, a privately owned asset management and advisory group founded by serial entrepreneur Peter Dubens.

Oakley Capital was founded in 2002 to help companies develop from early-stage to established businesses. The group comprises private equity, venture capital and corporate finance and manages more than €15 billion (March 2025).

Pembroke was founded in 2013 to support the development of smaller, early-stage high-growth businesses.

Pembroke is led by CEO Andrew Wolfson. Andrew has first-hand business experience, having worked with Peter Dubens since the early 1990s. Before joining Oakley, Andrew ran businesses in sectors ranging from hospitality to manufacturing and telecoms. Andrew sits on the board of several of Pembroke’s current companies and provides support to founders and management teams.

Andrew is supported by a team of 22 across Pembroke’s investment, operations and reporting teams. The investment team is headed up by Fred Ursell. Fred joined Pembroke in 2019 from Grant Thronton and was appointed as Head of Investments in 2025, after erstwhile Chief Investment Officer Jamie Kennell left the business.

Over the last year, Pembroke has hired for two newly created roles: Head of AI & Growth, and Head of Talent to support portfolio companies looking to embed AI into their operations or hire for senior roles.

The VCT invests in a diversified portfolio of smaller, mainly unquoted companies operating in sectors the team knows well, and where it can use its experience to add value. Its target sectors include consumer, B2B business services, and technology.

The VCT’s strategy centres on finding and selecting strong founders. The investment team spends considerable time meeting and fostering potential deals, often well before companies consider fundraising.

Pembroke looks to back ambitious entrepreneurs developing either consumer brands with premium pricing potential or those using technology to challenge incumbents. At this stage, companies should already have an early customer base and will typically have annualised revenues of £1 million or more.

Approximately 69% of the portfolio (by value) is currently generating revenues of over £5 million, including c.11% over £50 million (March 2025).

The VCT aims to take a significant stake in each company to influence strategy and maximise value. It will then provide funding in “steps”, with each tranche allocated towards a specific growth period and proving the next stage of the business.

Pembroke VCT has net assets of £251.7 million and a portfolio of approximately 45 companies (March 2025). The VCT is concentrated, with the top 10 holdings accounting for 45.9% of the portfolio.

In the 12 months to March 2025 Pembroke VCT invested £7.7 million in four new companies, Mindset AI, Ryft, Smartr365 and With Nothing Underneath, as well as £8.9 million of follow-on investment in eight portfolio companies.

The portfolio is divided across three sectors: B2B business services, technology, and consumer.

Pembroke VCT launched in 2013. The B Share class first allotted shares in 2015. To date, it has achieved five profitable exits, generating aggregate proceeds of £38.1 million and an average 3.3x realised multiple. Past performance is not a guide to the future: there have also been failures.

As is to be expected, not all investments work out. One example is Kat Maconie, a luxury footwear brand.

Known for its bold colours and unique prints, Kat Maconie designed and manufactured women’s boots and shoes. Its designs were sold in luxury department stores and boutiques around the world while the company also had stores in London and Puerto Rico.

However, despite significant online sales growth, increased shipping costs and exchange rate issues caused cashflow problems. As a result, the company was unable to secure further funding and appointed administrators in February 2024.

The VCT had invested £2.9 million into the business, this holding has now been written down to nil.

There is a Dividend Reinvestment Scheme that allows shareholders to reinvest future cash dividend payments in new shares if desired. As these are new shares they should be eligible for tax relief (you will need to claim this on your tax return or directly with HMRC) and the shares will count towards the VCT annual subscription limit. Pembroke VCT also offers a flexible DRIS whereby investors can elect how much of each dividend to take as cash or to re-invest.

The board intends to buy back shares at up to a 5% discount to the prevailing net asset value. This is not guaranteed – please see the offer documents for details. 

VCT shares are traded on the London Stock Exchange. Similar to investment trusts, the share price can fluctuate and can be different from the VCT’s net asset value (NAV), i.e. the value of the VCT’s underlying investments. The difference between the share price of a VCT, and its net asset value per share, is called a discount.

Based on data from Morningstar, the discount to NAV as at 30 June 2025 was -4.8%. Over the previous five years the average discount to NAV was -6.0%.

The discount history is based on the closing share price of the VCT at the end of each month, divided by the latest net asset value at the time. Past performance is not a guide to the future. Investors looking to sell their VCT shares may get a better price using the VCTs’ share buyback facilities, although this is not guaranteed.

This, like all investments available through Wealth Club, is only for experienced investors happy to make their own investment decisions without advice. 

VCTs are high-risk so should only form part of a balanced portfolio and you should not invest money you cannot afford to lose. They also tend to be illiquid and hard to sell and value. Before you invest, please carefully read the Risks and Commitments and the offer documents to ensure you fully understand the risks. 

To retain the tax benefits, VCTs should be held for at least five years. If you sell VCT shares and reinvest in new shares of the same VCT (including any mergers) within six months, tax relief can be restricted. Tax rules can change and benefits depend on circumstances.

Annual rebate when you invest through Wealth Club

The VCT includes an annual rebate for Wealth Club investors, payable for the first three years. This is a rebate of our renewal commission and should be equivalent to a percentage (shown in the table above) of the net asset value of the offer shares issued to you when you invest. Terms and conditions apply.

Deadlines

• 1% early bird saving: 21 October 2025 (9am)
• 0.5% early bird saving: on or around 17 November 2025 (9am)
• Final allotment in the 2025/26 tax year: 2 April 2026 (noon)
• First allotment in the 2026/27 tax year: 8 April 2026 (noon)
• Final allotment in the 2026/27 tax year: 24 June 2026 (noon)

The increasing size of the VCT (£251.7 million as at March 2025) has enabled it to expand – and provide continued financial support – to its portfolio. Over two thirds of the portfolio companies by value generate revenues of £5 million and 35% are profitable on an EBITDA basis (March 2025). Strong performance from successful companies, notably LYMA (see above), means this is a concentrated portfolio, with 45.9% held in its top 10 investments.

Pembroke has delivered strong realised and unrealised returns from its investments in premium consumer-focused businesses. This sector exposure continues to differentiate the VCT. While the VCT remains committed to this area, an increasing proportion of new investments have been directed towards technology and business services companies.

Pembroke is now a mature and diversified VCT with a 10-year track record. For experienced VCT investors, Pembroke VCT’s distinct investment strategy and investment portfolio could prove to be a good diversifier within a wider VCT portfolio.

This financial promotion has been communicated and approved by Wealth Club Ltd on 9 September 2025

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination.