Team Glossary

A consultative approach to selling in which VPS leads with expertise, risk insight, and solution guidance rather than product features alone. It means helping customers understand their site-specific risks, recommending the most appropriate risk mitigation approach, and designing solutions around the outcome required rather than simply promoting individual products. This supports higher-value customer conversations and positions VPS as a trusted partner rather than a product supplier.

Act of giving relevant information, skilled counsel, professional opinion or a recommendation, of value or worth.

Ajax Systems is a global, market leading permanent security technology company and a key VPS technology partner. Ajax’s wireless security devices underpin the development of VPS’s next generation monitoring and Monitored Video Technology (MVT) solutions, with VPS operating as Ajax’s specialist partner for temporary and mobile security applications. Ajax’s intrusion, fire, flood, and connected device capabilities enhance VPS’s ability to design flexible, integrated, and technology agnostic temporary security solutions, while strengthening the performance, scalability, and resilience of the wider VPS ecosystem.

Alarm Receiving Centre.

A valuable useful thing, quality or resource (physical or intangible) used or consumed through business activity to generate profit and or gain.

An assigned amount or an estimate that aims to reflect the fair market worth of a tangible and or intangible Asset.

The end-to-end journey of a customer asset and the way its security, safety, and compliance risks change over time. It recognises that an asset’s risk profile is not static and may evolve through different stages such as pre-occupation, construction, active use, temporary vacancy, refurbishment, handover, or disposal. Understanding the Asset Lifecycle enables VPS to design and adapt proportionate solutions that remain aligned to the asset’s changing risk mitigation needs.

A close approximation and representation of reality constructed to study how a business may operate and perform in reality

A report setting out a businesses strategic vision, value creation drivers, risks and potential returns over a multi (usually 3) year financial forecast.

A commercial entity that merges numerous smaller business units into one larger business unit creating additional value through economies of scale benefits. The resulting larger business unit is worth more than the sum total of smaller businesses units it merged.

A form of wealth employed or capable of being employed in the production of more wealth. In business usually identified as being total assets less total liabilities which equals the net worth or ownership interest in a business.

Formal request against LPs pledged monies, followed by actual drawdown during a PE Fund Investment Period, to fund investments, fees & expenses.

UK tax on disposal proceeds after deduction of acquisition costs, related expenses and tax allowances, on sale of assets.

The enlargement or rise in the value of a fund or investment (gain) from commercial activity, between two points in time.

Act of using and organising invested funds effectively and efficiently to reduce risk and or increase investor return on capital.

A rate (£/per period) that measures the proportion of operating profits converted into operating cashflow.

A commercial entity that merges numerous smaller business units into one larger business unit creating additional value through economies of scale benefits. The resulting larger business unit is worth more than the sum total of smaller businesses units it merged.

The expected Investment opportunities available to a PE fund over it Investment Period, usually categorised as ‘proprietary’ (directly sourced) and ‘intermediated’ (sourced via a third party).

Something that is owed that the borrower is bound to give or return to the lender. A liability of being under an obligation.

Organising and using borrowed monies efficiently and effectively to increase the return on investor capital.

Varying and enlarging a businesses range of trading activities (in product, services and or geography) to reduce risk and increase the chance of successfully delivering performance returns to investors.

Taxable distribution of income out of built up profit paid to shareholders of a Company.

A comprehensive coordinated investigation by skilled persons into the affairs and activities (past & present) of an organisation together with an assessment of it future potential, to obtain comfort and confidence that what is discovered matches what is expected.

EARNINGS BEFORE INTEREST TAX DEPRECIATION & AMORTISATION as defined by the Companies Acts is further adjusted for non cash provisions, off Balance Sheet Asset finance charges, one off & unusual costs and expenses. This is the most important performance metric of Investee Companies.

An industry sector specific factor which is multiplied by the EBITDA to arrive at the fair value of a businesses goodwill or premium, and that represents an approximation of its trade-able market value.

Combining global strength, capacity and reach of the aggregated whole to obtain size and efficiency gains for the benefit of and to improve the commercial performance of the individual units that make up that whole.

The interconnected portfolio of VPS monitoring technologies, devices, and supporting peripherals designed to work together as a unified site risk management system. It enables real-time detection, verification and communication across a customer site by allowing devices to share data, trigger linked events, and provide consolidated monitoring visibility. The ecosystem is central to VPS’s technology-led strategy and is a key point of differentiation from standalone or single-device market offerings.

A Company, a Business, a Project and or a collection if activities undertaken to make a profit or gain.

An infrastructure or platform developing out of a technology strategy consistently aligned to a businesses operational strategy, enabling current and future operations and projects to be delivered in a cost effective, efficient and sustainable way.

Equity Value plus Net Debt which represent the overall operational value of the business.

Equipment as a Service (Eaas) is a commercial model where a customer pays a recuring fee to access and use equipment, while the provider retains ownership and bundles ongoing services such as installation, maintenance, monitoring, repairs, upgrades and replacements. Pricing is linked to usage or outcomes, rather than a one-off purchase.

Assets less liabilities is the equity of an business. For a company is it typically made up of shares, loan notes and built up reserves. For a non-incorporated business it is normally owner capital and owner advances.

PE fund Exit is the date the PE fund liquidates all its Investment holdings and begins process of distributing the Waterfall. Thereafter the fund begins a process of legal winding up.

The use of borrowed money as a tool to fund both the acquisition and or working capital of a business plus improve the return on investment rate for investors.

PE firms secure contractually binding fund pledges from investors through one or more fund closings, where First Closing is when a minimum threshold of pledges are reached to enable the fund to begin investing.

A pool or collection of money from a number of investors assembled for a specific purpose with the objective of mitigating risk and sharing rewards.

The VPS product portfolio approved for continued investment, deployment and long-term growth. The Future Fleet comprises strategic, standardised and ready-to-deploy products that can be rolled out at scale with minimal on-site intervention, are ecosystem-enabled and commercially proven, delivering consistent yield. Products in the Future Fleet represent the intended future state of the VPS temporary security offering. Example: RDTa, Smart Hub+. Note: this term was previously referred to as Next-Gen Fleet.

GP holds legal control over investment decisions and day to day operational management of the PE fund. They also appoint the operational management of PE fund Investee Companies. GPs are expected to invest their own capital in the PE fund to align their interests with LPs. A PE fund GP is typically structured as a Limited Partnership.

Fair Market premium which when aggregated with the trading assets and liabilities, represents the fair market value of a business or company. This premium is a product of the expected underlying future profit potential of the business or company.

PE owners frequently prioritise expansion, product development or market penetration. For employees, this can translate into new projects, organisational changes, or additional responsibilities as the business scales.

This document sets out in writing the primary or headline terms up on which an agreement has been reached, such that all parties and their advisors are fully informed.

Hybrid light varifocal. This camera can switch between Infrared (IR) and white LED illumination to capture colour footage at night. Varifocal means the camera is equipped with a lens that has a variable focal length, allowing users to adjust the focal distance and magnification.

The minimum guaranteed rate (typically 8% compounded) payable to LPs of a PE fund at exit before GPs are entitled to their ‘Catch Up’ share of the Waterfall distribution.

A package of (legal & regulatory compliant) official documents issued to vetted interested Investors providing a Business Plan with projected KPIs, together with a thorough review of the proposed PE fund and its investment opportunities, to motivate them to Pledge investment capital.

To deploy efficient technical systems and mechanisms for data creation, collection and management within an organisation.

The underlying framework or architecture of a system or organisation being the fundamental facilities utilised towards achieving the objectives of an enterprise.

A commercial organisation with substantial members pooled funds actively seeking (risk/reward) profiled investments to achieve a spread of returns on those funds. Examples include Pension Funds, Insurance Companies, Unit and Investment Trusts etc.

An Integrated Solution is a coordinated combination of VPS products, technologies, and services designed to work together as a single risk mitigation system. By integrating multiple components into one managed solution, VPS delivers stronger customer outcomes and differentiates itself from standalone product providers.

A fundamental strategy PE funds deploy that ensures all stakeholders key to the success of the fund objectives have their personal involvement and their income and benefits paid in a way that actively encourages them to maximise the investment returns of LPs. Simply, GP and other key stakeholders’ interests must be aligned with the interests of LPs.

IRR is a very important Private Equity industry metric for measuring the annualised investment growth achieved by the PE fund from launch to distribution and exit.

Act of putting money or monies worth to use into a commercial activity with the aim of obtaining returns in the form income and or growth in value.

Appointed by the GP with delegated responsibility for making all buy or sell investment decisions for the fund.

Appointed by GP with delegated responsibility for day to day operational and administrative control of the fund including executing capital calls, advising Investee Companies, evaluating investment opportunities, implementing instructions from IC, liaising with auditors, reporting to GP and LPs etc.

A fixed period of time during which GPs can draw against LP Pledges, through a series of Capital Calls, to make active investments in Target Busineses. Defined in LPA and begins at First Closing and normally last 3 to 5 years, but can be longer if agreed between GP & LPs.

Someone who Invests for income or growth.

A camera with IR (infrared) detects infrared radiation (heat) emitted or reflected by objects, converting it into a digital image.

The international risk management standard that underpins VPS’s approach to assessing and mitigating customer risk in a consistent and structured way.

A limited collection of the most important business activity metrics published at fixed regular intervals to keep operational management & GPs informed and able to respond effectively. Critical to keeping a business on track with its Business Plan.

Banks and others in business who advance monies at an interest cost for a period of time, to fund commercial activity.

This Letter can be a expression of interest and or an offer to a Vendor. It seeks to set out the primary terms of any proposal made with the aim of giving the Vendor comfort and enough information to respond favourably to the Letter. If a deal is then struck based on this letter (or an upgraded iteration of it), this will give all parties comfort in what is agreed so NDAs can change hands and costly due diligence begin.

The amount of cash debt funding in a business. A strategy of utilising borrowed funds to obtain a higher return on the investment plus achieve control over larger pool of Business Assets.

A partnership registered at Companies House and in which all partners are Limited Liability Partners. This means they can have control and authority to bind the partnership, but all partners liability is limited to their capital invested in the partnership.

LPs are non-active Investors who invest their capital for a pre-determined period (typically 10 years) into the PE fund in the expectation of achieving material growth on fund exit, as measured by IRR. Unlike GPs, LPs liability is limited to their capital invested in the partnership.

A partnership that must have at least one General Partner (GP) and one Limited Partner (LP). Unlike LPs, GPs have control and authority to bind the partnership and are personally exposed to joint and several liability on the debts of the partnership. LPs liability is limited to their capital invested in the partnership.

Cash advanced by a lender that the borrower is bound pay back on terms agreed between them.

Cash advanced as an unsecured loan to a company typically by investors who also own shares in the company.

A pre-completion method that fixes the SPA completion deal price in advance. On a specific date before completion (the Locked-Box date), Balance Sheet (net current asset) fair values are determined and fixed to derive SPA final deal price prior to sign off. This mechanism removes the need for Post-Completion Accounts Mechanism.

An annual fixed percentage fee (typically 2% of LP pledged funds) charged by the PE investment manager to the PE fund to cover the PE firm’s day to day operating salaries, costs and expenses including securing deal flow and portfolio monitoring.

This is the price that an asset will trade at in a competitive auction assuming a willing buyer and a willing seller act freely in an arm’s length transaction. The parties are not assumed to be equally knowledgeable.

M+A began as something specific, where a merger was two or more businesses of similar size and activity joining together as one larger business, to create economies of scale opportunities and gains. And an Acquisition was one business buying another in a takeover to create economies of scale opportunities and gains. Nowadays it can also encompass company and business consolidation, tenders to buy a Company or it business assets, MBO & MBI. The term is also used to refer to the M+A departments of advisors to business.

An important metric measuring global investor returns against the original sum invested and is calculated as a ratio of the (realised and unrealised) fund value divided by the capital invested in the fund and or the (realised and unrealised) equity value divided by the capital invested in the investee company. It is expressed as an investment multiple.

Monitored Video Technology is the VPS product family for rapidly deployable, networked video and sensor solutions that connect to an ARC.

Fair Value of the funds total assets minus total liabilities. NAV is most often used by funds.

The cash value of financial liabilities after offsetting all cash holdings.

Is a non operational officer who sits on the board of directors alongside the operational Directors and whose duties can range from advising the board in general or specialist areas, to monitoring and Oversight on behalf of owners and stakeholders invested in the business. Non-execs can be full time or part time and usually have a considerable amount of past experience as operational Directors.

PE owned companies often focus on improving processes, performance and productivity as part of value creation efforts. This may influence ways of working, KPIs, technology adoption, and organisational design.

Two or more persons who contribute into a business enterprise usually sharing its ownership, risks and returns. Two or more persons owning and involved in a Business Enterprise for profit/gain.

A Private Equity investment structure or ‘PE Fund’ is made up of LPs who are inactive investors into the Fund and GPs who operate the Fund by investing for growth in and developing companies and businesses for a pre-determined length of time (typically 10 years). LPs expect significant financial returns from the commercial activities carried out by the GPs. GPs are rewarded through annual Management Charges (around 2% of PE Fund size) and Carried Interest at Fund exit. At Fund exit capital and growth are distributed between LPs and GP through a mechanism known as the Waterfall.

A brief presentation (in person or on line) reviewing the Business Plan of the proposed PE fund and its investment opportunity to potential investors, stakeholders and others.

A mobile tactical, autonomous intruder detection unit with high-quality cameras and sensors to deliver asset protection.

The investee companies (or businesses) a PE fund has already invested within. A PE funds actual investments are called its portfolio of companies (or businesses).

Originally Investors and funds that directly invest in Companies not listed on any public exchange. This could mean takeover of public listed Company, which is then taken off the public exchange. The vast majority operate through a PE fund structure where the investors are inactive and investment managers make all the fund investment decisions. Private Equity originally meant non-publicly quoted shares, however private equity firms do now invest in public listed shares.

Pan-Tilt-Zoom. A motorised camera that can be remotely controlled to move left and right (pan), up and down (tilt) and zoom in and out for detailed, versatile viewing.

Rapidly Deployable Tower for Assets. An autonomous, modular CCTV tower designed primarily for rapid deployment protection of assets.

Rapidly Deployable Tower for Perimeters. An autonomous, modular CCTV tower designed primarily for rapid deployment protection of perimeters.

PE firms closely monitor regulatory shifts, which can lead to changes in compliance processes, health & safety requirements, data handling, and reporting obligations that affect day to day employee responsibilities.

The VPS owned portfolio of physical security assets, including MVT, alarms, sensors, and supporting hardware, that are deployed on a short, medium or long-term basis. A rental fleet enables rapid mobilisation, flexible scaling, and redeployment of temporary security solutions, forming the physical foundation that supports VPS’ service and EaaS offering.

VPS products that require ongoing manual intervention, bespoke configuration or higher operational effort to deploy and maintain, limiting scalability and reducing overall commercial efficiency, and therefore should be phased out over time. Retiring Fleet is maintained only to support existing customer commitments with no further strategic development or expansion to the range. Example: Alert Tower, Blue Alarm. Note: this term was previously referred to as legacy or heritage fleet.

A metric measuring the overall growth or gain achieved that directly arises from the Capital outlaid, and usually calculated as ‘gain divided by capital’ and expressed in percentage form.

i. Identifying the ‘chance of failure’ of one’s own intentions and activities. ii. Exposure to the ‘chance of failure’ where the higher the chance of failure means the bigger the potential reward and the lower the chance of failure means, the smaller the potential reward, from a successful outcome. iii. To survey, analyse, assess the ‘chance of failure’ against alternatives, comparatives and expectations. iv. To divide and share the ‘chance of failure’ across many individual projects (all being very unlikely to fail at same time) and thus diminish the chance of any one project failing.

A set of actions, controls, and interventions VPS puts in place to reduce security, safety, and compliance risks on a customer site.

An internal name for the ARC (Alarm Relieving Centre) in Chadderton, UK. RVRC stands for Remote Video Receiving Centre.

A contract that creates a legal obligation between buyer and seller for a legal transaction typically of goods and of services for value (normally money). The vast majority of commercial transactions are Sale Purchase Agreements, however the term is predominantly used in freehold property related transactions.

A right in the form of a ‘Legal Charge’ taken by a lender over assets of the borrower as collateral until the loan is repaid. If the borrower defaults on the loan the lender can force a sale of the collateral asset and use the proceeds to recover any unpaid loan.

A legally registered Debt (typically a bank loan) with priority for payment over all other debts, in a liquidation and winding up process.

An SPA is an important tool for PE funds. It is a contract for the purchase of a Company (together with the trading assets and liabilities within it) between its shareholders as sellers and the buyer. This is in contrast with an Asset Purchase Agreement where the trading assets are sold by the Company that owns them, where the Company is the seller.

A confidential agreement between the share owners of a Company that defines and regulates rights and responsibilities between them as a group as well as between them and the Company. It usually overlaps the role of a Company’s Articles of Association and extends to define further confidential matters agreed between the share owners and the Company.

An all-in-one, battery powered security system that integrates sensors and peripherals to deliver intrusion, fire and flood detection with ARC and app monitoring.

An integrated combination of controls designed to address a specific customer risk mitigation requirement. It may include Monitored Video Technology (MVT), human intervention and physical barriers. It is more than a standalone device or product; it is an outcome-based solution that combines deployment, installation, monitoring, reporting, maintenance, and response to deliver measurable protection and operational assurance for the customer, mitigating risk to as low as reasonably practicable.

A senior officer of a Company or other legal entity who is registered with Companies House thereby establishing their legal authority over the Company. However, this term is increasingly being used for senior executives who may not be registered at Companies House, and whose authority sources from registered Directors.

PE firms increasingly emphasise environmental, social and governance standards. This can influence company policies, compliance requirements, reporting, and cultural expectations.

Share option (Equity) rights issued at a discount to Investee company key operational officers to incentivise them plus align their interests with LP interests.

The name given to an Investee Company before it is acquired by a PE fund. An enterprise expected to be acquired by a buyer after appropriate NDAs & Due Diligence have been completed.

Initial Outline Executive Summary of an investment proposition created by potential GPs of a potential PE fund for circulation among potential investors, stakeholders and others to assess market appetite.

Technology Agnostic describes VPS’s ability to design and deliver solutions using the most appropriate mix of third-party and proprietary technologies, without dependence on a single manufacturer or exclusive in-house R&D. This allows VPS to remain flexible, adopt best-fit partner technologies, and tailor solutions to changing customer risks and operational requirement.

A short form easy to read document issued to LPs that sets out the key commercial and legal information contained within the LPA.

The measurement we use to track the profitability of a single unit of our service, used to guide pricing, product mix and CAPEX.

A sales tax on goods and services in the UK. The primary VAT rate is 20%.

The concept of identifying opportunities and developing specific strategies for maximising EBITDA and EBITDA Multiplier in the Investee Companies plus maximising the IRR in the PE fund just before Exit. Successful execution of Value Creation activity should deliver the best performance returns to LPs. This is one of the two most important strategies every PE fund must deploy. The other is ‘Interest Alignment’.

A set of focused actions designed to drive operational improvement and business value under private equity ownership. VCIs are the individual initiatives that collectively make up the VCP.

A structured plan that sets out where and how VPS intends to create measurable value across the business. The VCP sets the direction, the VCIs deliver the value, with the plan detailing: What needs to improve in the business, Which initiatives will drive growth & cash generation, Who is accountable, What the timeline is, How success will be measured.

The Year of a PE fund’s First Closing, when it can begin investing.

The 3 A’s-Asset, Adversary, and Action- form a practical risk assessment model used by VPS to define the customer problem before selecting a solution. Asset identifies what is at risk and must be protected. Adversary identifies who or what may create the risk. Action identifies the likely event, behaviour, or threat scenario that could impact the asset. Together, the 3 A’s help VPS translate site risk into proportionate, outcome-based security controls and solutions.

The 4Ds-Deter, Detect, Delay, and Deny. A risk-based protection framework used to design layered security measures around a customer asset. The framework helps structure security controls in a logical sequence: discouraging unwanted activity, identifying threats early, slowing progression, and ultimately preventing access or impact. It supports the design of proportionate, site-specific solutions aligned to defined risk mitigation outcomes.