Your returns as a PFL shareholder are primarily determined by the price you pay when you buy shares and the price you receive when you sell them. In the meantime, the Investor Net Asset Value per share gives an indicative measure of the current value of your holding, reflecting the value of the portfolio minus any fees or adjustments.

How It Works for PFL Shareholders:

• You invest at near the current share price* during an offer or at the traded price during an auction window.

• As the value of the underlying portfolio companies grows, the investor Net Asset Value per share generally increases over the long term.

• You can choose to invest more funds later but don’t have to.

• You realise your return if you successfully sell your shares in a Catalist auction (or, potentially, through a Board-approved liquidity mechanism such as a share buyback).

• You gain an immediate share in PFL’s existing portfolio of New Zealand companies from day one.

*PFL’s policy is for the investment offer price to be within 5% of the Investor Net Asset Value per Share price.

How It Works in Traditional Limited Partnership Venture Funds:

• Investors commit a fixed amount of capital to a limited partnership at the outset. This amount cannot be changed at a later date.

• Capital is drawn down in stages (called capital calls) over several years as investments are made and fees and other fund operating costs need to be paid.

• Early returns are often negative because fees and expenses are paid from committed capital before it is substantially invested. Once investments are made, returns typically follow the ‘J-Curve’.

• Distributions occur when portfolio companies exit, usually several years into the fund’s life. Your investment is typically locked up until distributions occur but some funds may offer alternative ways to get your money out.

Benefits of PFL’s Approach:

• Full exposure to an existing portfolio from the start: Your investment immediately gains a share in the existing diversified portfolio, rather than waiting for investments to be made.

• Liquidity options: Periodic share trading auctions give you flexibility to offer to sell shares if you need access to capital, which is rare in limited partnership structures.*

• Ongoing compounding: As exits generate cash, PFL has a policy to distribute some to shareholders as well as reinvest proceeds into new opportunities, with the intention that this creates a rolling, compounding growth cycle that repeats over time.

• Simple ownership structure: You hold ordinary shares in a company, without the administrative complexity or capital call obligations common in limited partnerships.

* Noting that PFL’s share trading auctions have limited liquidity and usually trade at discounts to the reported net asset value per share. 

Thanks to our evergreen structure, PFL offers liquidity options that traditional limited partnership-structured venture funds don’t.

In traditional limited partnership-structured funds, your money is typically locked in for the full term (often 10+ years) and there is little to no liquidity until the fund’s investments mature and exit. Proceeds are then distributed to unit-holders.

With PFL, you:

• can offer to buy or sell shares in periodic share trading auctions on Catalist. We currently hold 3-4 auctions a year.*
• receive distributions when portfolio companies exit or when they pay dividends to PFL (refer to “Returns & Distributions” below).

* In the past year, roughly 2.5% of PFL shares have traded on Catalist.

Existing shareholders and eligible/wholesale investors registered on Catalist can participate in periodic share trading auctions.

If you are new to the platform, complete sign‑up and verification before the trading auction you wish to participate in begins.

One benefit of being an evergreen investment company is that PFL has a flexible toolkit for how and when to pass value on to shareholders.

Sometimes the value comes through share price / Investor Net Asset Value appreciation and liquidity events (you selling shares in share trading auctions), and sometimes through direct distributions, like dividends or buybacks.

These choices are governed by PFL’s Capital Allocation Policy and are ultimately at the discretion of the Board. The Board’s decisions will factor in things like the fund’s cash needs for new investments, shareholders’ appetite for distributions, tax efficiency, and fairness to all shareholders.

The Capital Allocation Policy determines how exit proceeds and portfolio‑company dividends are used: reinvested, distributed, or retained for reserves.

Common distribution mechanisms may include:

To improve the ability for shareholders to sell some of their shares and help better align auction prices with PFL’s Investor Net Asset Value per share, the Board may authorise the fund to repurchase and hold up to 5% of shares on issue. Repurchased shares may be held as treasury stock under New Zealand’s Companies Act 1993, providing flexibility to reissue or cancel these shares later.

Any market support activity will be capped so that PFL does not hold any more than 5% of its shares at any one time, be subject to expenditure caps, executed under safe‑harbour practices, and reported transparently.

Important: Tax outcomes depend on your personal circumstances. Nothing here should be considered tax, legal, or financial advice. Please seek advice specific to you from a suitably qualified and experienced independent professional.

How tax generally applies to PFL

• Capital account: PFL considers it holds its portfolio company investments on capital account. In New Zealand, there is no broad-based capital gains tax (CGT) that applies to such investments, so gains from selling these shares are typically not taxable to PFL.
• Taxable income at the fund: PFL may still earn taxable income (e.g., dividends, interest, and some overseas investment income). PFL accounts for any tax due on that income.
• Imputation credits: Where income tax is paid by PFL, this will give rise to imputation credits. Imputation credits can be attached to dividends to reduce shareholders’ tax liability in respect of those dividends. If PFL has insufficient imputation credits to attach, it may need to pay ‘unimputed’ dividends. This can affect how much tax shareholders pay on dividends.

How tax may apply to shareholders

• Dividends: Generally, dividends are taxable to you as a New Zealand resident shareholder. Any imputation credits attached (if available) can reduce the tax you pay; resident withholding tax (RWT) (and non-resident withholding tax (NRWT) for foreign investors) may also apply.
• Share buybacks (off-market): A buyback is intended to be a return of capital (not taxable for many NZ investors who hold their PFL shares on capital account). However, the final tax treatment depends on the specific structure of the buy-back, applicable IRD rules/approvals, and your own circumstances.
• Selling shares (e.g., in Catalist auctions): For many New Zealand investors who are not in the business of trading shares and who hold their shares on capital account, any gain is generally not taxable. This can differ if you are a trader or hold your PFL shares on revenue account.
• Non-resident shareholders: If you live outside New Zealand, different rules (e.g., New Zealand NRWT, Double Tax Agreements/tax treaty rules) may apply. You will also need to consider whether any non-New Zealand tax applies to your investment.

Please remember

• Each investor’s circumstances differ. Factors like residency, other income, whether you’re a share trader, and your entity type (individual, trust, company) can all change your taxation outcomes.
• We encourage you to seek independent tax advice before making decisions regarding your PFL shares including dividends, buybacks, or selling shares.