27th Sep 2018 07:00
BIOPHARMA CREDIT PLC
(THE "COMPANY")
HALF-YEARLY REPORT FOR THE PERIOD ENDED 30 JUNE 2018
BioPharma Credit PLC (LSE: BPCR), a specialist life sciences debt investment trust, is pleased to present the Half-Yearly Report of the Company for the period ended 30 June 2018.
The full Half-Yearly Report and Financial Statements can be accessed via the Company's website at www.bpcruk.com or by contacting the Company Secretary by telephone on 01392 477500.
INVESTMENT HIGHLIGHTS
· During the period and post period end the Company made a series of significant investments, considerably diversifying the investment portfolio and materially increasing its scale:
o $150m definitive term senior secured loan agreement with NovoCure Limited (NASDAQ: NVCR).
o $194m investment in Sebela BT Holdings Inc. through a definitive senior-secured term-loan alongside co-investors providing $122m amounting in total to a $316m raise.
o $100m of the second tranche of the Tesaro investment commitment with a further $48m assigned to co-investors, resulting in a total of $322m across both tranches.
o Post period end a $150m senior secured loan agreement with Amicus Therapeutics Inc. (NASDAQ: FOLD) was announced.
· $163.8m in gross proceeds were raised through a successful C Share placing in April.
· Following the Amicus investment, the Ordinary and C Share Class are fully invested and the C Shares are therefore eligible into conversion into Ordinary Shares, further details of which will be announced in due course.
· During the period the Company paid dividends totalling $0.044 per Ordinary Share, exceeding its initial target, and post-period end a further $0.0175. The Company is now delivering the 7 per cent per annum announced at IPO, excluding the potential impact of C Share conversions.
FINANCIAL HIGHLIGHTS
| ORDINARY SHARES as at 30 June 2018 | C SHARES as at 30 June 2018 |
| Share price | Share price |
| $1.0400 | $1.0350 |
| (31 December 2017: $1.0470) -0.7% |
|
| NAV per Share | NAV per Share |
| $1.0047 | $0.9829 |
| (31 December 2017: $1.0091) -0.4% |
|
| Premium to NAV per Share | Premium to NAV per Share |
| 3.5% | 5.3% |
| (31 December 2017: 3.8%) |
|
| Shares in issue | Shares in issue |
| 914.3m | 163.8m |
| (31 December 2017: 914.3m) |
|
| ASSETS As at 30 June 2018 | ASSETS As at 30 June 2018 |
| Net assets | Net assets |
| $918.5m | $161.0m |
| (31 December 2017: $922.6m) -0.4% |
|
|
|
|
| Leverage |
|
| 0% (31 December 2017: 0%) |
|
| Portfolio Composition |
|
|
|
|
|
| ($ in millions) |
| As at 30 June 2018 | As at 31 December 2017 |
| % Change |
| Cash and cash equivalents |
| 149.2 | 350.8 |
| (57.5) |
| Limited partnership interest in BioPharma III |
| 64.8 | 123.5 |
| (47.5) |
| RPS Note |
| 52.3 | 99.7 |
| (47.5) |
| Tesaro senior secured loan |
| 322.0 | 222.0 |
| 45.0 |
| Lexicon senior secured loan |
| 124.5 | 124.5 |
| 0.0 |
| Novocure senior secured loan |
| 150.0 | - |
| N/A |
| Sebela senior secured loan |
| 194.2 | - |
| N/A |
| BMS purchased payments |
| 20.0 | - |
| N/A |
| C Shares |
| (161.0) | - |
| N/A |
| Other net assets |
| 2.5 | 2.1 |
| 19.0 |
| Total net assets |
| 918.5 | 922.6 |
| (0.4) |
Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors L.P., the Investment Manager of BioPharma Credit PLC said:
"We are delighted by the continuing positive progress in deploying the proceeds that were delivered from three successful capital raises since IPO in March 2017, including the $163.8m C Share issue that was concluded during the period. We are now fully invested across both share classes having announced two major new investments during the period and one further investment following the period end, in addition to funding our existing commitments. These investments have delivered considerable diversification and scale to our investment portfolio. The Company is well positioned to generate uncorrelated long-term shareholder returns, which are predominantly in the form of sustainable income distributions. These returns are currently delivering the 7% dividend yield target announced at IPO, drawn from exposure to an increasingly diversified major debt investment portfolio in the life sciences industry. We continue to see a number of attractive investment opportunities in our pipeline which we will seek to fund through debt, equity or a combination of both."
Results presentation
As announced on 28 August 2018, a management presentation will be delivered via conference facility today at 11:30am GMT. To request dial-in details, please RSVP [email protected].
Enquiries
Buchanan
David Rydell / Mark Court / Jamie Hooper / Henry Wilson
+44 (0) 20 7466 5000
Notes to Editors
BioPharma Credit PLC is London's only listed specialist debt investor to the life sciences industry and joined the LSE in March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
CORPORATE SUMMARY
Investment Objective
The Company aims to generate long-term shareholder returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry.
Structure
The Company is a closed-ended publicly limited company incorporated in the United Kingdom. It was registered in England and Wales under the Act on 24 October 2016. The Company is listed on the Specialist Fund Segment ("SFS") of the London Stock Exchange.
Investment Adviser
Pharmakon Advisors, the Company's Investment Manager, was founded in 2009 and has invested $1.9 billion in 27 transactions across four private funds and BioPharma Credit PLC through 31 December 2017. The first four funds are now fully invested. Drawing upon the expertise and successful track record of Pharmakon Advisors, the Company enjoys access to its extensive, industry-focused knowledge and contacts to source, analyse and structure attractive investment opportunities.
Through a shared services agreement with Royalty Pharma, founded in 1996, the Investment Manager is able to rely on the complementary expertise of the team behind the market leading investor in pharmaceutical royalties.
CHAIRMAN'S STATEMENT
THE BOARD IS PLEASED TO PRESENT THE COMPANY'S INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2018.
Introduction
During the first half of 2018, the Company announced two new investments totalling $344.2 million. In addition, the Company funded $20.0 million of the commitment it made in 2017 to acquire an interest in a stream of payments from Bristol Myers Squibb as well as $100.0 million out of its $148.0 million commitment to Tesaro, assigning the remaining $48.0 million to other investors. In the period the Company's seed assets declined by $106.0 million to $117.1 million.
As a result of this activity, together with the development of a pipeline of additional investment opportunities, the Board determined to raise additional capital in the form of C Shares. On 13 April 2018, the Company announced the completion of the Placing and Offer for Subscription of 163.8 million C Shares at $1.00 each.
On 29 June 2018, the Company held its first Annual General Meeting at which all resolutions were passed.
Shareholder Returns and Investment Performance
On 30 June 2018, the Company's Ordinary Shares closed at $1.0400, a slight discount to the closing price on 31 December 2017 of $1.0470. During the same period, the Net Asset Value ("NAV") per Ordinary Share decreased by 0.44 cents from $1.0091 on 31 December 2017 to $1.0047 per share on 30 June 2018. The Company's C Shares closed at $1.0350 on 30 June 2018, a 3.5 per cent increase from their price at admission. NAV per C Share grew from 98.00 cents per share at admission to 98.29 cents per share on 30 June 2018. During the period, the Company made three dividend payments of $0.01, $0.021 and $0.0134 on Ordinary Shares referencing earnings for the quarters ended 30 September 2017, 31 December 2017 and 31 March 2018 respectively. On 16 August 2018, the Company announced a dividend of $0.0175 per Ordinary Share which represents a yield on issue price of 7.0 per cent on an annualised basis.
As of 30 June 2018, the Company had gross assets of $1,077.0 million, represented by $927.8 million in investments and $149.2 million in cash. As of the same date, the Ordinary Shares were fully invested and $11.1 million of the C Shares had been invested.
Subsequent to the end of the period, the Company announced, on 20 September 2018, that it had entered into a definitive loan agreement for $150 million with Amicus Therapeutics, Inc. The loan will be funded from assets attributable to the C Shares of the Company which, as a result, will become fully invested and eligible for conversion into the Company's Ordinary Shares.
Jeremy Sillem
Chairman
26 September 2018
INVESTMENT MANAGER'S REPORT
THE COMPANY'S EXISTING PORTFOLIO INVESTMENTS CONTINUED TO PERFORM WELL. PHARMAKON'S ENGAGEMENT WITH MULTIPLE POTENTIAL COUNTERPARTIES RESULTED IN THE EXECUTION OF TWO NEW TRANSACTIONS, INVESTING $344 MILLION.
We are delighted with the results of these past six months. The Company's existing portfolio investments continued to perform well. Pharmakon's engagement with multiple potential counterparties resulted in the execution of two new transactions, investing $344 million. In addition, BioPharma Credit disbursed an additional $120 million during the period corresponding to prior funding commitments, bringing the total amount invested during the period to $464 million. The Company also raised a total of $163.8 million C Shares, issued at a price of $1.00 each, of which $11.1 million was used to fund a portion of the second tranche of Tesaro. Below is a summary of the most recent investment activity together with an update on the seed assets acquired at the time of IPO.
Investments
Sebela
On 1 May 2018, BioPharma Credit co-led a $316 million senior secured term loan for Sebela BT Holdings Inc ("Sebela"), a subsidiary of Sebela Pharmaceuticals. The Company committed to a $194 million investment, with the remaining $122 million balance coming from co-investors. The five-year senior secured loan begins amortising in the third quarter of 2018 and fully matures in December 2022. The loan has a high single-digit coupon (uncapped) and includes upfront structuring fees. Sebela is a private specialty pharmaceutical company focused on gastro-intestinal medicines, dermatology, and women's health with pro-forma sales of approximately $250 million.
Novocure
On 7 February 2018, the Company entered into a senior secured loan agreement for $150 million with Novocure Limited (NASDAQ: NVCR) ("Novocure"), a commercial stage oncology company with a market capitalisation of approximately $2.9 billion as of 30 June 2018.
The $150 million loan will mature in February 2023 and bears interest at 9.0 per cent per annum. Novocure used $100 million of the net proceeds to entirely prepay the $100 million, 10.0 per cent coupon loan made by BioPharma III Holdings, LP ("BioPharma III") in 2015 that was scheduled to mature in 2020. BioPharma Credit is a limited partner in BioPharma III and therefore received a distribution of approximately $46 million from BioPharma III as a result of the prepayment from Novocure.
Novocure manufactures and sells the Optune system, a cancer treatment centered on a proprietary therapy called TTFields, which involves the use of electric fields tuned to specific frequencies to disrupt solid tumor cancer cell division. Optune is currently approved for the treatment of adults with Glioblastoma ("GBM"). On 26 July 2018, Novocure reported unaudited revenues of $113.6 million for the first six months of 2018 and $177.0 million for the full year ended 31 December 2017. Novocure invests meaningfully in R&D and has late stage trials (Phase III pilot studies) underway for TTFields in brain metastases, non-small cell lung cancer and pancreatic cancer.
Tesaro, Inc.
On 21 November 2017, the Company and BioPharma Credit Investments IV, S.àr.L. ("BioPharma IV") entered into a definitive loan agreement for up to $500 million with Tesaro, Inc. (NASDAQ: TSRO) ("Tesaro") a commercial stage oncology company with a market capitalisation of approximately $2.4 billion as of 30 June 2018. Under the terms of the transaction, the Company funded $222 million of the $300 million first tranche on 6 December 2017 and committed to invest up to $148 million of the second tranche of $200 million by 20 December 2018 at Tesaro's option. On 3 May 2018, BioPharma Credit received notice from Tesaro requesting funding of the $200 million second tranche by 1 August 2018. While there was no obligation to fund prior to this date, Tesaro expressed a preference for funding by 30 June 2018. The Company funded $100 million on 29 June 2018 and assigned its remaining $48 million second tranche commitment to other investors, resulting in a total investment in the Tesaro loan of $322 million across both tranches.
The Tesaro loan has a term of seven years and is secured by Tesaro's US rights to ZEJULA®. The first $300 million tranche bears interest at LIBOR plus 8 per cent and the second tranche bears interest at LIBOR plus 7.5 per cent. The LIBOR rate is subject to a floor of 1 per cent and certain caps. Each tranche of the loan is interest only for the first two years, amortises over the remaining term, and can be prepaid at Tesaro's discretion at any time, subject to prepayment fees.
Lexicon Pharmaceuticals, Inc.
On 4 December 2017, the Company and BioPharma IV entered into a definitive term loan agreement for up to $200 million with Lexicon Pharmaceuticals, Inc. (NASDAQ: LXRX) ("Lexicon"), a fully integrated biopharmaceutical company with a market capitalisation of approximately $1.3 billion as of 30 June 2018. The $200 million loan will be available in two tranches, each maturing in December 2022 and bearing interest at 9 per cent per annum. The first $150 million was available immediately and an additional tranche of $50 million is available for draw down by March 2019 at Lexicon's option if net XERMELO® sales are greater than $25 million in the preceding quarter. Under the terms of the transaction, the Company will invest up to $166 million ($124.5 million in the first tranche and up to an additional $41.5 million by 30 March 2019) and BioPharma IV will invest up to $34 million in parallel with the Company, which will act as collateral agent. The loan is secured by substantially all of Lexicon's assets, including its rights to XERMELO and Sotagliflozin. The first $150 million tranche was funded on 18 December 2017.
In May 2018, the U.S. Food and Drug Administration ("FDA") accepted Lexicon collaborator Sanofi's New Drug Application ("NDA") for sotagliflozin for use in combination with insulin therapy to improve glycemic control in adults with type 1 diabetes mellitus with a PDUFA date of 22 March 2019.
Bristol-Myers Squibb, Inc.
On 8 December 2017, the Company's wholly-owned subsidiary entered into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma Investments ("RPI"), an affiliate of the Investment Manager, for the purchase of a 50 per cent interest in a stream of payments (the "Purchased Payments") acquired by RPI's subsidiary from Bristol-Myers Squibb (NYSE: BMY) ("BMS") through a purchase agreement dated 14 November 2017. As a result of the arrangements, RPI's subsidiary and the Company's subsidiary will each be entitled to the benefit of 50 per cent of the Purchased Payments under identical economic terms. The Purchased Payments are linked to tiered worldwide sales of Onglyza and Farxiga, diabetes agents marketed by AstraZeneca, and related products. The Company is expected to fund $140 million to $160 million between 2018 and 2019, determined by product sales over that period, and will receive payments from 2020 through 2025. The Purchased Payments are expected to generate attractive risk-adjusted returns in the high single digits per annum. On 24 May 2018, the Company funded its first Purchase Payment based on Q1 2018 sales for a total of $20 million out of the originally expected range of $140 million to $160 million.
Update on seed assets
The Company acquired $338.6 million in seed assets at the time of the IPO in March 2017, consisting of a $185.1 million investment in the RPS Note and a 46 per cent limited partnership interest in BioPharma III, valued at $153.5 million at the time of the IPO.
BioPharma III
From 31 December 2017 through 30 June 2018, BioPharma Credit received distributions from BioPharma III totalling $63.7 million, including $60.7 million in capital distributions which reduced the value of the investment from $123.5 million at 31 December 2017 to $64.8 million at 30 June 2018. The table below provides the change in the balance of the individual investments held by BioPharma III, in which the Company holds a 46 per cent limited partnership interest:
| Counterparty/borrower | Investment amount ($ in millions) | Asset value at 31 December 2017 ($ in millions) | Asset value at 30 June 2018 ($ in millions) |
| Vivus | 50 | 7 | - |
| Valneva | 41 | 28 | 21 |
| Novocure | 100 | 100 | - |
| Depomed | 150 | 94 | 80 |
| iRhythm | 30 | 30 | 30 |
| Total | 371 | 259 | 131 |
During this period, the investments held by BioPharma III performed as expected.
RPS Note
From 31 December 2017 through 30 June 2018, BioPharma Credit received payments from the RPS Note totalling $53.0 million, including $47.3 million in amortisation payments, which reduced the value of the investment from $99.6 million on 31 December 2017 to $52.3 million at 30 June 2018.
Investment outlook
The life sciences industry has continued to perform well during these past months, as reflected by the major equity indices. Through 30 June 2018, the New York Stock Exchange Biotechnology Index ("BTK Index") increased by 5.5 per cent since 31 March 2018 and by 12.5 per cent since the start of the year. Beyond reflecting the overall health of the industry, this index is relevant to the Company because potential borrowers are more inclined to issue equity or convertible bonds at times when equity markets are strong, limiting the number and size of fixed-income investment opportunities for the Company.
Equity and convertible issuance during this period was higher than the recent past. Global equity issuance by life sciences companies during the first half of 2018 was $35.7 billion, accelerating from the $27.2 billion issued during the first half of 2017. US issuance of life sciences convertible bonds increased 128.2 per cent from $2.3 billion during the first half of 2017 to $5.2 billion in the first half of 2018.
Acquisition financing is a very important driver of capital needs in the life sciences industry. An active M&A market helps drive opportunities for investors such as the Company, as acquiring companies need to raise finance to fund acquisitions. Global life sciences M&A volume during the first half of 2018 was $126.6 billion, 13.7 per cent more than the $111.3 billion witnessed during the first half of 2017, reflecting an increase across the broader, all industry, M&A market that saw a 4 per cent increase over the same period. It is widely believed that this increase in M&A activity was caused by the greater visibility provided by US tax reform which was enacted in December 2017. The Company benefited from M&A activity during the period through the successful execution of the Sebela transaction and is encouraged by the number of M&A opportunities that are starting to build up and should lead to a more active market over the next few months.
In conclusion, there continues to be a robust pipeline of investment opportunities, but their execution is dependent on a number of factors that are not completely within the control of the Company. In addition, given the recent pace of investment activities, we will continue to explore additional sources of capital in order to finance new investments and fund existing commitments. We remain focused on our mission of creating the premier dedicated provider of debt capital to the life sciences industry while generating attractive returns and sustainable income to investors. Furthermore, we remain confident of our ability to deliver attractive returns that will enable the Company to pay a robust dividend yield for our investors.
Pedro Gonzalez de Cosio
Co-founder and CEO, Pharmakon
26 September 2018
PORTFOLIO INFORMATION
| Asset | Counterparty/borrower | Underlying Product | Fair Value ($m) | Expected Maturity | % of Gross Assets | |
| Limited partnership interest in BioPharma III | ||||||
| Senior secured loan | Valneva | Ixiaro | 9.7 | 2018 | 1 | |
| Senior secured loan | Depomed | Nucynta, Gralise, three others | 37.0 | 2021 | 4 | |
| Senior secured loan | iRhythm | Optune | 13.9 | 2021 | 1 | |
| Other net assets |
|
| 4.2 |
| 0 | |
| Limited partnership interest in BioPharma III |
| 64.8 | various | 6 | ||
| RPS Note | RPS | 22 products | 52.3 | 2019 | 5 | |
| Tesaro senior secured loan | Tesaro | ZEJULA® and VARUBI® | 322.0 | 2024 | 30 | |
| Lexicon senior secured loan | Lexicon | XERMELO® and sotagliflozin | 124.5 | 2022 | 11 | |
| Novocure senior secured loan | Novocure |
| 150.0 | 2023 | 14 | |
| Sebela senior secured loan | Sebela |
| 194.2 | 2022 | 18 | |
| BMS purchased payments | Bristol-Myers | Onglyza and Farxiga | 20.0 | 2026 | 2 | |
| Total investments |
|
| 927.8 |
| 86 | |
|
|
|
|
|
|
| |
| Cash and cash equivalents |
|
| 149.2 |
| 14 | |
| Gross assets |
|
| 1,077.0 |
| 100 | |
INTERIM MANAGEMENT REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES
Interim management report
The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal factors that could impact the remaining six months of the financial year are set out in the Chairman's statement and the Investment Manager's report above.
The Directors consider that the principal risks facing the Company are substantially unchanged since the date of the annual report for the period ended 31 December 2017 and continue to be as set out on pages 22 to 25 of that report, with the exception of the risk posed to the Company by its total exposure to Tesaro. The Company funded $100 million and assigned its remaining $48 million second tranche commitment to other investors. All obligations for the senior secured loan to Tesaro have been met.
Risks faced by the Company include, but are not limited to:
• Failure to achieve target returns;
• Dependence on the ability and expertise of the Investment Manager;
• Commitments to make future investments that exceed the Company's current liquidity;
• The Investment Manager's ability to source and advise appropriately on investments;
• The Board's ability to find a replacement investment manager if the Investment Manager resigns;
• Concentration in the Company's portfolio may affect the Company's ability to achieve its investment objective;
• Life sciences products are subject to intense competition and various other risks;
• Investments in debt obligations are subject to credit and interest rate risks;
• Counterparty risk;
• Sales of life sciences products are subject to regulatory actions that could harm the Company's ability to make distributions to investors;
• Net asset values published will be estimates only and may differ materially from actual results; and
• Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for shareholders investing in the Company.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge:
• this set of financial statements has been prepared in accordance with International Accounting Standard ("IAS") 34, 'Interim Financial Reporting', as adopted by the European Union; and gives a true and fair view of the assets, liabilities, financial position and profit of the Company; and
• this Half-Yearly Financial Report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place during the first six months of the financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions that could do so.
This Half-Yearly Financial Report was approved by the Board of Directors on 26 September 2018 and the above responsibility statement was signed on its behalf by Jeremy Sillem, Chairman.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the period from 1 January 2018 to 30 June 2018
(In $000s except per share amounts)
|
|
| Period ended 30 June 2018 (Unaudited) | Period ended 30 June 2017 (Unaudited) | ||||
|
| Note | Revenue | Capital | Total | Revenue | Capital | Total |
| Income |
|
|
|
|
|
|
|
| Investment income | 3 | 37,726 | - | 37,726 | 4,651 | - | 4,651 |
| Other income | 3 | 2,438 | - | 2,438 | 912 | - | 912 |
| Net gains on investments at fair value | 7 | - | 2,014 | 2,014 | - | 4,124 | 4,124 |
| Currency exchange (losses)/gains |
| - | (16) | (16) | - | 12 | 12 |
|
|
|
|
|
|
|
|
|
| Total income |
| 40,164 | 1,998 | 42,162 | 5,563 | 4,136 | 9,699 |
|
|
|
|
|
|
|
|
|
| Expenses |
|
|
|
|
|
|
|
| Management fee | 4 | (4,852) | - | (4,852) | (1,956) | - | (1,956) |
| Directors' fees | 4 | (163) | - | (163) | (88) | - | (88) |
| Other expenses | 4 | (1,390) | (112) | (1,502) | (524) | - | (524) |
|
|
|
|
|
|
|
|
|
| Total expenses | 4 | (6,405) | (112) | (6,517) | (2,568) | - | (2,568) |
|
|
|
|
|
|
|
|
|
| Return on ordinary activities before finance costs and taxation |
| 33,759 | 1,886 | 35,645 | 2,995 | 4,136 | 7,131 |
| Finance costs - general |
| (2) | - | (2) | - | - | - |
| Finance costs - C Share amortisation | 13 | (451) | (23) | (474) | - | - | - |
|
|
|
|
|
|
|
|
|
| Return on ordinary activities after finance costs and before taxation |
| 33,306 | 1,863 | 35,169 | 2,995 | 4,136 | 7,131 |
| Taxation on ordinary activities | 5 | - | - | - | - | - | - |
|
|
|
|
|
|
|
|
|
| Return on ordinary activities after finance costs and taxation |
| 33,306 | 1,863 | 35,169 | 2,995 | 4,136 | 7,131 |
|
|
|
|
|
|
|
|
|
| Net revenue and capital return per Ordinary Share (basic and diluted) | 11 | $0.0364 | $0.0020 | $0.0384 | $0.0040 | $0.0055 | $0.0095 |
| Net revenue and capital return per C Share (basic and diluted) | 11 | $0.0028 | $0.0001 | $0.0029 | - | - | - |
The total column of this statement is the Company's Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the EU. The supplementary revenue and capital columns are presented for information purposes as recommended by the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC").
All items in the above Statement derive from continuing operations.
There is no other comprehensive income, and therefore the return on ordinary activities after finance costs and taxation is also the total comprehensive income.
The notes below form part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2018 to 30 June 2018
(In $000s)
| For the period ended 30 June 2018 (Unaudited) |
|
| Share | Special |
|
| Total equity attributable |
|
| Share | premium | distributable | Capital | Revenue | to shareholders of the | |
| Note | capital | account | reserve* | reserve | reserve* | Company | |
| Net assets attributable to shareholders at 1 January 2018 |
| 9,143 | 150,379 | 734,356 | 1,845 | 26,851 | 922,574 |
|
|
|
|
|
|
|
|
|
| Share issue costs |
| - | (2) | - | - | - | (2) |
| Return on ordinary activities after finance costs and taxation |
| - | - | - | 1,863 | 33,306 | 35,169 |
| Dividends paid to Ordinary shareholders | 6 | - | - | (47) | - | (39,157) | (39,204) |
|
|
|
|
|
|
|
|
|
| Net assets attributable to shareholders at 30 June 2018 |
| 9,143 | 150,377 | 734,309 | 3,708 | 21,000 | 918,537 |
| For the period from 24 October 2016 (Date of Incorporation) to 30 June 2017 (Unaudited) |
|
| Share | Special |
|
| Total equity attributable |
|
| Share | premium | distributable | Capital | Revenue | to shareholders of the | |
| Note | capital | account | reserve* | reserve | reserve* | Company | |
| Net assets attributable to shareholders at 24 October 2016 |
| - | - | - | - | - | - |
|
|
|
|
|
|
|
|
|
| Gross proceeds of share issue |
| 7,619 | 754,258 | - | - | - | 761,877 |
| Share issue costs |
| - | (15,237) | - | - | - | (15,237) |
| Transfer to special distributable reserve | 14 | - | (739,021) | 739,021 | - | - | - |
| Share premium cancellation costs |
| - | - | (41) | - | - | (41) |
| Return on ordinary activities after finance costs and taxation |
| - | - | - | 4,136 | 2,995 | 7,131 |
|
|
|
|
|
|
|
|
|
| Net assets attributable to shareholders at 30 June 2017 |
| 7,619 | - | 738,980 | 4,136 | 2,995 | 753,730 |
* The special distributable reserve and revenue reserves can be distributed in the form of dividends.
The notes below form part of these financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
(In $000s except per share amounts)
|
| Note | 30 June 2018 (Unaudited) | 31 December 2017 (Audited) |
| Non-current assets |
|
|
|
| Investments at fair value through profit or loss | 7 | 927,844 | 569,630 |
|
|
|
|
|
| Current assets |
|
|
|
| Trade and other receivables | 8 | 5,513 | 5,038 |
| Cash and cash equivalents | 9 | 149,194 | 350,822 |
|
|
|
|
|
|
|
| 154,707 | 355,860 |
|
|
|
|
|
| Total assets |
| 1,082,551 | 925,490 |
|
|
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables | 10 | 3,033 | 2,916 |
| C Shares | 13 | 160,981 | - |
|
|
|
|
|
| Total liabilities |
| 164,014 | 2,916 |
|
|
|
|
|
| Total assets less current liabilities |
| 918,537 | 922,574 |
| Net assets |
| 918,537 | 922,574 |
|
|
|
|
|
| Represented by: |
|
|
|
| Share capital | 14 | 9,143 | 9,143 |
| Share premium account |
| 150,377 | 150,379 |
| Special distributable reserve | 14 | 734,309 | 734,356 |
| Capital reserve |
| 3,708 | 1,845 |
| Revenue reserve |
| 21,000 | 26,851 |
|
|
|
|
|
| Total equity attributable to Ordinary shareholders of the Company |
| 918,537 | 922,574 |
|
|
|
|
|
| Net asset value per Ordinary Share (basic and diluted) | 12 | $1.0047 | $1.0091 |
| Net asset value per C Share (basic and diluted) | 12 | $0.9829 | - |
The financial statements of BioPharma Credit PLC registered number 10443190 were approved and authorised for issue by the Board of Directors on 26 September 2018 and signed on its behalf by:
Jeremy Sillem
Chairman
The notes below form part of these financial statements.
CONDENSED CASH FLOW STATEMENT
For the period from 1 January 2018 to 30 June 2018
(In $000s)
|
|
| Period ended | Period ended |
|
| 30 June 2018 | 30 June 2017 | |
| Note | (Unaudited) | (Unaudited) | |
|
|
|
|
|
| Cash flows from operating activities |
|
|
|
| Investment income received |
| 37,890 | 871 |
| Other income received |
| 2,547 | 492 |
| Investment management fee paid |
| (4,276) | - |
| Finance costs paid |
| (5) | - |
| Other expenses paid |
| (1,973) | (531) |
|
|
|
|
|
| Cash generated from operations | 16 | 34,183 | 832 |
| Taxation paid |
| - | - |
|
|
|
|
|
| Net cash flow generated from operating activities |
| 34,183 | 832 |
|
|
|
|
|
| Cash flow from investing activities |
|
|
|
| Purchase of investments | 7 | (464,265) | (185,130) |
| Redemptions of investments | 7 | 108,065 | 66,671 |
|
|
|
|
|
| Net cash flow used in investing activities |
| (356,200) | (118,459) |
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
| Gross proceeds of Ordinary Share issue |
| - | 608,395 |
| Ordinary Share issue costs |
| (328) | (11,986) |
| Dividends paid to Ordinary shareholders | 6 | (39,204) | - |
| Gross proceeds of C Share issue | 13 | 163,782 | - |
| C Share issue costs |
| (3,845) | - |
|
|
|
|
|
| Net cash flow generated from financing activities |
| 120,405 | 596,409 |
|
|
|
|
|
| (Decrease)/increase in cash and cash equivalents for the period |
| (201,612) | 478,782 |
|
|
|
|
|
| Cash and cash equivalents at start of period | 9 | 350,822 | - |
| Revaluation of foreign currency balances |
| (16) | 12 |
|
|
|
|
|
| Cash and cash equivalents at end of period | 9 | 149,194 | 478,794 |
The notes below form part of these financial statements.
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's interim condensed financial statements or Half-Yearly Report for the period ended 30 June 2018. The Half-Yearly Report, including the interim condensed financial statements, for the period ended 30 June 2018 was approved by the Board on 26 September 2018. The Auditor has reviewed those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
NOTES TO THE FINANCIAL STATEMENTS
For the period from 1 January 2018 to 30 June 2018
1. GENERAL INFORMATION
BioPharma Credit PLC is a closed-ended investment company incorporated and domiciled in England and Wales on 24 October 2016 with registered number 10443190. The registered office of the Company is Beaufort House, 51 New North Road, Exeter, EX4 4EP.
The Company carries on the business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
The Company's Investment Manager is Pharmakon Advisors L.P. ("Pharmakon"), Pharmakon is a limited partnership established under the laws of the State of Delaware. It is registered as an investment adviser with the Securities and Exchange Commission ("SEC") under the United States Investment Advisers Act of 1940, as amended.
Pharmakon is authorised as an Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD").
2. ACCOUNTING POLICIES
a) Basis of preparation
The Company's condensed half-year financial statements cover the period from 1 January 2018 to 30 June 2018 and have been prepared in conformity with IAS 34 'Interim Financial Reporting'. They do not include all financial information required for full annual financial statements and have been prepared using the accounting policies adopted in the audited financial statements which covers the period from incorporation on 24 October 2016 to 31 December 2017. The Company's annual financial statements were prepared in conformity with IFRS as adopted by the EU, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and as applied in accordance with the AIC SORP (issued in November 2014, updated in January 2017 and February 2018 with consequential amendments) for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of IFRS. The financial statements have adopted the following accounting policies in their preparation which remain consistent with the accounting policies adopted in the audited financial statements which covers the period from incorporation on 24 October 2016 to 31 December 2017.
The financial statements are presented in US Dollars, being the functional currency of the Company. The financial statements have been prepared on a going concern basis under historical cost convention, except for the measurement at fair value of investments measured at fair value through profit or loss.
The Company's condensed half-year information contained in this half-yearly report does not constitute full statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 30 June 2018 and 30 June 2017 does not cover a full financial year and has not been audited. The information for the financial period from incorporation on 24 October 2016 to 31 December 2017 has been extracted from the latest published financial statements, which have been delivered to the Registrar of Companies. The Independent Auditor's Report on those financial statements contained no qualification or statement under Section 498 of the Companies Act 2006.
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 'Consolidated Financial Statements' are required to measure their subsidiaries at fair value through profit or loss rather than consolidate the entities. The criteria which define an investment entity are as follows:
• an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;
• an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
• an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Directors have concluded that the Company meets the characteristics of an investment entity, in that it has more than one investor and its investors are not related parties; holds a portfolio of investments, predominantly in the form of loans which generate returns through interest income. All investments, including its subsidiary BPCR Ongdapa Limited, are reported at fair value to the extent allowed by IFRS.
b) Presentation of Condensed Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Condensed Statement of Comprehensive Income between items of a revenue and capital nature has been prepared alongside the Income Statement.
c) Segmental reporting
The Directors are of the opinion that the Company has one operating and reportable segment being the investment in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
d) Investments at fair value through profit or loss
The principal activity of the Company is to invest in interest-bearing debt assets with a contractual right to future cash flows derived from royalties or sales of approved life sciences products. In accordance with IFRS, the assets are measured at fair value through profit or loss. They are accounted for on their trade date at fair value, which is the cost of the investment. The fair value of the asset reflects any contractual amortising balance and accrued interest.
For unlisted investments where the market for a financial instrument is not active, fair value is established using valuation techniques which may include recent arm's length market transactions between knowledgeable, willing parties, if available; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has proved reliable from estimates of prices obtained in actual market transactions, that technique is utilised.
The fair value is either bid price or the last traded price on the exchange where the investment is listed.
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are recognised in the Condensed Statement of Comprehensive Income as gains or losses from investments held at fair value through profit or loss. Transaction costs incurred on the purchase and disposal of investments are included within the cost or deducted from the proceeds of the investments. All purchases and sales are accounted for on trade date.
e) C Share financial liability
Pursuant to the Company's Articles of Association (the "Articles"), the Directors have determined the last day for the conversion for each class of C Shares issued to be the last calendar day in the month falling 12 months after the relevant Admission (the "Back Stop Date", or 30 April 2019). Under IAS 32 'Financial Instruments: Presentation', these C Shares meet the definition of a financial liability rather than an equity instrument. C Shares are recognised on issue at fair value less directly attributable issuance costs.
f) Foreign currency
Transactions denominated in currencies other than US Dollars are recorded at the rates of exchange prevailing on the date of the transaction. Items which are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the Condensed Statement of Comprehensive Income.
g) Income
There are three main sources of revenue for the Company: dividends, interest income and royalty revenue. Dividends are receivable on equity shares and recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company's right to receive payment is established. Dividends from investments in unquoted shares and securities are recognised when they become receivable.
Interest income is recognised when it is probable that the economic benefits will flow to the Company. Interest is accrued on a time basis, by reference to the principal outstanding and the effective interest rate that is applicable. Accrued interest is included within trade and other receivables on the Condensed Statement of Financial Position.
Any accrued income is reflected in the fair value of the Company's limited partnership interest, and is allocated to capital within the Condensed Statement of Comprehensive Income until the Company's right to receive the income is established, when it is transferred to revenue within the Condensed Statement of Comprehensive Income.
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably). Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement.
Some investments include additional consideration in the form of structuring income, which is earned and paid on execution of the transaction. Income from additional consideration is recognised up front and is allocated to revenue within the Condensed Statement of Comprehensive Income.
Bank interest and other interest receivable are accounted for on an accruals basis.
h) Dividends paid to shareholders
Dividends to shareholders are recognised as a liability in the period in which they are paid or approved by the Board and are reflected in the Condensed Statement of Changes in Equity. Dividends declared and approved after the balance sheet date are not recognised as a liability of the Company at the balance sheet date.
The Company may, if it so chooses, designate as an ''interest distribution'' all or part of the amount it distributes to shareholders as dividends, to the extent that it has ''qualifying interest income'' for the accounting period. Were the Company to designate any dividend it pays in this manner, it should be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. The Company intends to elect for the ''streaming'' regime to apply to the dividend payments it makes to the extent that it has such ''qualifying interest income''. Shareholders in receipt of such a dividend will be treated for UK tax purposes as though they had received a payment of interest, which results in a reduction of the corporation tax payable by the Company.
i) Expenses
All expenses are accounted for on an accruals basis. Expenses, including investment management fees, performance fees and finance costs, are charged through the revenue account except as follows:
• expenses which are incidental to the acquisition or disposal of an investment are treated as capital costs and separately identified and disclosed in Note 4; and
• expenses of a capital nature are accounted for through the capital account.
j) Trade and other receivables
Trade and other receivables do not accrue interest and are measured at fair value through profit and loss and reduced by appropriate allowances for estimated unrecoverable amounts, where necessary.
k) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
l) Trade and other payables
Trade and other payables do not accrue interest and are measured at fair value through profit and loss.
m) Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Corporation tax is recognised in the Condensed Statement of Comprehensive Income.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous periods. The tax effect of different items of expenditure is allocated between revenue and capital on the same basis as the particular item to which it relates, using the Company's marginal method of tax, as applied to those items allocated to revenue, for the accounting period.
Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
n) Share capital and reserves
The Share capital represents the nominal value of the Company's Ordinary Shares (equity shares).
The share premium account represents the excess over nominal value of the fair value of consideration received for the Company's Ordinary Shares (equity shares), net of expenses of the Share issue.
The special distributable reserve was created on 30 June 2017 to enable the Company to buy back its own Shares and pay dividends out of such distributable reserve, in each case when the Directors consider it appropriate to do so, and for other corporate purposes.
The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. The realised capital reserve can be used for the repurchase of Shares.
The revenue reserve represents retained profits from the income derived from holding investment assets less the costs and interest on cash balances associated with running the Company. This reserve can be distributed.
o) Critical accounting estimates and assumptions
The preparation of these financial statements in conformity with IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and therefore, the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
These estimates and assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
In particular, estimates and assumptions made in the valuation of unquoted investments for which there is no observable market may cause material adjustments to the carrying value of those investments. These are valued in accordance with Note 2(d) above.
p) New accounting standards effective since 1 January 2018
IFRS 9 'Financial Instruments'
The Directors have considered the implications of IFRS 9 and are of the opinion the Company's investments are already measured at fair value. Therefore, there has been no impact on the current and comparative financial statements for this accounting standard.
IFRS 15 'Revenue from Contracts with Customers'
The Directors have considered the implications of IFRS 15 and are of the opinion this does not apply to financial instruments, which comprise the business of the Company as an investment trust. Therefore, there has been no impact on the current and comparative financial statements for this accounting standard.
q) Accounting standards not yet effective
The IASB and International Financial Reporting Interpretations Committee ("IFRIC") have issued and endorsed the following standards and interpretations, applicable to the Company, which are not yet effective for the period ended 30 June 2018 and have therefore not been applied in preparing these financial statements.
Amendment to IFRS 9 'Financial Instruments' - relates to prepayment features with negative compensation and modifications of financial liabilities, and is effective for reporting periods beginning on or after 1 January 2019.
The Directors do not expect that the adoption of the standards and interpretations will have a material impact on the financial statements in the period of initial application.
Other future development includes the IASB undertaking a comprehensive review of existing IFRSs. The Company will consider the financial impact of these new standards as they are finalised.
3. INCOME
|
| Period ended | Period ended |
|
| 30 June 2018 | 30 June 2017 |
|
| $000 | $000 |
| Income from investments |
|
|
| US unfranked investment income from BioPharma III | 2,970 | 262 |
| US fixed interest investment income | 15,460 | 4,389 |
| US floating interest investment income | 14,383 | - |
| Additional consideration received* | 4,913 | - |
|
| 37,726 | 4,651 |
| Other income |
|
|
| Interest income from liquidity/money market funds | 2,075 | 740 |
| Fixed term deposit interest income | 375 | 172 |
| Other interest | 6 | - |
|
| 2,438 | 912 |
|
|
|
|
| Total income | 40,164 | 5,563 |
|
|
|
|
* The Company's senior secured loan to Sebela and the second tranche of its senior secured loan to Tesaro included additional consideration in the form of structuring income of $2,912,691 and $2,000,000, respectively, which were paid upon the completion of the transaction or funding, in respect of the second tranche of the Tesaro loan, and are recognised as income in the period. Refer to Note 2(g).
4. FEES AND EXPENSES
Expenses
|
| Period ended 30 June 2018 | Period ended 30 June 2017 | ||||
|
| ||||||
|
| Revenue | Capital | Total | Revenue | Capital | Total |
| £000 | $000 | $000 | £000 | $000 | $000 | |
| Management fee (note 4a) | 4,852 | - | 4,852 | 1,956 | - | 1,956 |
|
|
|
|
|
|
|
|
| Directors' fees (note 4c) | 163 | - | 163 | 88 | - | 88 |
|
|
|
|
|
|
|
|
| Other expenses |
|
|
|
|
|
|
| Company Secretarial fee | 41 | - | 41 | 20 | - | 20 |
| Administration fee | 58 | - | 58 | 23 | - | 23 |
| Legal & professional fees | 682 | 112 | 794 | 134 | - | 134 |
| Public relations fees | 128 | - | 128 | 141 | - | 141 |
| Auditor's remuneration - Statutory audit | 88 | - | 88 | - | - | - |
| Auditor's remuneration - Other audit related services - Half year review | 120 | - | 120 | 105 | - | 105 |
| Auditor's remuneration - Other audit related services - initial accounts | - | - | - | 28 | - | 28 |
| Other expenses | 273 | - | 273 | 73 | - | 73 |
|
| 1,390 | 112 | 1,502 | 524 | - | 524 |
| Total expenses | 6,405 | 112 | 6,517 | 2,568 | - | 2,568 |
For the period ended 30 June 2018, the Auditor was also paid $250,000 for services performed in connection with the C Share issue. This amount is not included within the Auditor's remuneration figures above, as it is recognised as part of C Share issue costs within the C Share figure within the Condensed Statement of Financial Position.
For the period ended 30 June 2017, the Directors were also paid $162,500, as detailed in Note 4(c). This amount is not included within the Directors' fees figure above. The Auditor was also paid $176,000 for services performed in connection with the IPO. This amount is not included within the Auditor's remuneration figures above. Both of these amounts were recognised as part of Share issue costs in the Condensed Statement of Changes in Equity in the unaudited financial statements which cover the period from incorporation on 24 October 2016 to 30 June 2017.
a) Investment management fee
With effect from the Initial Admission, the Investment Manager is entitled to a management fee (''Management Fee'') calculated on the following basis: (1/12 of 1 per cent of the NAV on the last business day of the month in respect of which the Management Fee is to be paid (calculated before deducting any accrued Management Fee in respect of such month)) minus (1/12 of $100,000).
The Management Fee payable in respect of any quarter will be reduced by an amount equal to the Company's pro rata share of any transaction fees, topping fees, break-up fees, investment banking fees, closing fees, consulting fees or other similar fees which the Investment Manager (or an affiliate) receives in connection with transactions involving investments of the Company (''Transaction Fees''). The Company's pro rata share of any Transaction Fees will be in proportion to the Company's economic interest in the investment(s) to which such Transaction Fees relate.
b) Performance fee
As at 30 June 2018
Subject to: (i) the NAV attributable to the Ordinary Shares as at the end of a performance period representing a minimum 6 per cent annualised rate of return annualised on the Company’s IPO gross proceeds (adjusted for dividends, share issues and buybacks as appropriate), (ii) the total return on the NAV attributable to the Ordinary Shares (adjusted for dividends, share issues and buybacks as appropriate) exceeding 6 per cent over such performance period, and (iii) a high watermark, the Investment Manager will be entitled to receive a performance fee equal to the lesser of: (a) 50 per cent of the total return above 6 per cent; and (b) 10 per cent of the total return over such performance period provided always that the amount of any performance fee payable to the Investment Manager will be reduced to the extent necessary to ensure that after account is taken of such fee, condition (iii) above remains satisfied.
Where the Investment Manager is not entitled to a performance fee solely because condition (i) has not been satisfied, such fee will be deferred and paid in a subsequent performance period in which such condition is satisfied. Where condition (i) is satisfied in a performance period but the payment of a performance fee (or any deferred performance fee from previous performance periods) in full would result in that condition failing, the Investment Manager shall be entitled to such portion of such fee that does not result in the failure of the condition (i) above and the balance would be deferred to a future performance period.
Any performance fee (whether deferred or otherwise) shall be paid as soon as practicable after the end of the relevant performance period and, in any event, within 15 Business Days of the publication of the Company's audited annual financial statements relating to such period.
Since 30 June 2018
The performance fee provisions were amended on 19 September 2018 to provide that where the payment of performance fee (or any deferred performance fee from previous performance periods) in full would result in the failure of condition (i) above, the Investment Manager shall only be entitled to 50 per cent of such fee that does not result in the failure of condition (i) with the balance being deferred to a future performance period.
If, during the last month of a Performance Period, the shares have, on average, traded at a discount of 1 per cent or more to the NAV per share (calculated by comparing the middle market quotation of the shares at the end of each business day in the month to the prevailing published NAV per share (exclusive of any dividend declared) as at the end of such business day and averaging this comparative figure over the month), the Investment Manager shall (or shall procure that its Associate does) apply 50 per cent of any Performance Fee paid by the Company to the Investment Manager (or its Associate) in respect of that Performance Period (net of all taxes and charges applicable to such portion of the Performance Fee) to make market acquisitions of shares (the ‘‘Performance Shares’’) as soon as practicable following the payment of the Performance Fee by the Company to the Investment Manager (or its Associate) and at least until such time as the shares have, on average, traded at a discount of less than 1 per cent to the NAV per share over a period of five business days (calculated by comparing the middle market quotation of the shares at the end of each such business day to the prevailing published NAV per share (exclusive of any dividend declared) and averaging this comparative figure over the period of five business days). The Investment Manager’s obligation:
1) shall not apply to the extent that the acquisition of the Performance Shares would require the Investment Manager to make a mandatory bid under Rule 9 of the Takeover Code; and
2) shall expire at the end of the Performance Period which immediately follows the Performance Period to which the obligation relates.
c) Directors
Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. The Directors' remuneration is $70,000 per annum for each Director other than:
• the Chairman, who will receive an additional $30,000 per annum; and
• the Chairman of the Audit and Risk Committee, who will receive an additional $15,000 per annum.
In addition, in consideration for the work done between Incorporation and Admission, for the period up to 31 December 2017, each Director was entitled to an additional $35,000 other than:
• the Chairman, who received an additional $50,000 for this period; and
• the Chairman of the Audit and Risk Committee, who received an additional $42,500 for this period.
Fees were paid to each Director in three equal quarterly instalments in 2017.
5. TAXATION
It is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions for approval of the Company by HMRC as an investment trust under Section 1158 of the Corporation Tax Act 2010 (as amended) and pursuant to regulations made under Section 1159 of the Corporation Tax Act 2010. As an investment trust, the Company is exempt from corporation tax on capital gains.
The current taxation charge for the period is different from the standard rate of corporation tax in the UK of 19.00 per cent. The effective tax rate was 0.00 per cent. The differences are explained below.
|
| Period ended 30 June 2018 | Period ended 30 June 2017 | ||||
|
| Revenue | Capital | Total | Revenue | Capital | Total |
|
| $000 | $000 | $000 | $000 | $000 | $000 |
| Total return on ordinary activities before taxation | 33,306 | 1,863 | 35,169 | 2,995 | 4,136 | 7,131 |
| Theoretical tax at UK Corporation tax rate of 19.00% (30 June 2017: 19.36%)* | 6,328 | 354 | 6,682 | 580 | 801 | 1,381 |
| Effects of: |
|
|
|
|
|
|
| Capital items that are not taxable | - | (354) | (354) | - | (801) | (801) |
| Tax deductible interest distributions | (6,328) | - | (6,328) | (580) | - | (580) |
| Actual tax charge | - | - | - | - | - | - |
* The theoretical tax rate is calculated using a blended tax rate over the period.
At 30 June 2018, the Company had no deferred tax liabilities. At that date, based on current estimates and including the accumulation of net allowable losses, the Company had no unused losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue to meet for the foreseeable future) the conditions for approval as an investment trust company.
6. DIVIDENDS
|
| Period ended 30 June 2018 | Period ended 30 June 2017 | ||||
|
| Revenue | Capital | Total | Revenue | Capital | Total |
|
| $000 | $000 | $000 | $000 | $000 | $000 |
| In respect of the current period:
|
|
|
|
|
|
|
| First interim dividend of $0.0134 per Ordinary Share for period ended 30 June 2018 | 12,306 | - | 12,306 | - | - | - |
| In respect of the previous period ended 31 December 2017: |
|
|
|
|
|
|
| Second interim dividend of $0.01 per Ordinary Share | 7,572 | 47 | 7,619 | - | - | - |
| Third interim dividend of $0.01 per Ordinary Share | 9,143 | - | 9,143 | - | - | - |
| Special dividend of $0.011 per Ordinary Share | 10,136 | - | 10,136 | - | - | - |
|
| 39,157 | 47 | 39,204 | - | - | - |
On 16 August 2018, the Board approved a second interim dividend for the period ended 30 June 2018 of $0.0175 (first dividend 30 June 2017: $0.01) per Ordinary Share, payable on 28 September 2018. In accordance with IFRS, this dividend has not been included as a liability in these financial statements.
7. INVESTMENTS AT FAIR VALUE THROUGHOUT PROFIT AND LOSS
|
| As at | As at |
| 30 June | 31 December | |
| 2018 | 2017 | |
| $000 | $000 | |
| Investment portfolio summary |
|
|
| Unlisted investments at fair value through profit and loss | 64,790 | 123,479 |
| Unlisted fixed interest investments at fair value through profit and loss | 326,789 | 224,151 |
| Unlisted floating interest investments at fair value through profit and loss | 536,265 | 222,000 |
|
|
|
|
| Closing fair value at the end of the period | 927,844 | 569,630 |
|
| Period ended 30 June 2018 | |||
|
|
| Unlisted fixed | Unlisted floating |
|
| Unlisted | interest | interest |
| |
| investments | investments | investments | Total | |
| $000 | $000 | $000 | $000 | |
| Investment portfolio summary |
|
|
|
|
| Opening cost at beginning of period | 123,487 | 224,151 | 222,000 | 569,638 |
| Opening unrealised depreciation at beginning of period | (8) | - | - | (8) |
| Opening fair value at beginning of period | 123,479 | 224,151 | 222,000 | 569,630 |
| Movement in the period: |
|
|
|
|
| Purchases at cost | - | 150,000 | 314,265 | 464,265 |
| Redemption proceeds | (60,703) | (47,362) | - | (108,065) |
| Unrealised appreciation | 2,104 | - | - | 2,014 |
|
|
|
|
|
|
| Closing fair value at the end of the period | 64,790 | 326,789 | 536,265 | 927,844 |
|
|
|
|
|
|
| Closing cost at end of period | 62,784 | 326,789 | 536,265 | 925,838 |
| Closing unrealised appreciation at end of period | 2,006 | - | - | 2,006 |
|
|
|
|
|
|
| Closing fair value at the end of the period | 64,790 | 326,789 | 536,265 | 927,844 |
|
|
|
|
|
|
| Analysis of investment gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period ended | Period ended |
| 30 June | 30 June | |||
| 2018 | 2017 | |||
| $000 | $000 | |||
| Unrealised appreciation |
|
| 2,014 | 4,124 |
|
|
|
|
|
|
|
|
|
| 2,014 | 4,124 |
Transaction costs, (incurred at the point of the transaction) incidental to the acquisition of investments totalled $Nil (30 June 2017: $Nil) and to the disposals of investments totalled $Nil (30 June 2017: $Nil) for the period. In addition, legal fees incidental to the acquisition of investments totalled $112,000 (30 June 2017: $Nil) as disclosed in Note 4, have been reflected in the capital column in the Condensed Statement of Comprehensive Income since they are capital in nature.
The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
• Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level of the fair value hierarchy, within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value of the investment.
|
| As at 30 June 2018 | |||
|
| Total | Level 1 | Level 2 | Level 3 |
| Financial assets | $000 | $000 | $000 | $000 |
| Investment portfolio summary |
|
|
|
|
| Unlisted investments at fair value through profit and loss | 64,790 | - | - | 64,790 |
| Unlisted fixed interest investments at fair value through profit and loss | 326,789 | - | 52,289 | 274,500 |
| Unlisted floating interest investments at fair value through profit and loss | 536,265 | - | - | 536,265 |
|
| 927,844 | - | 52,289 | 875,555 |
|
|
|
|
|
|
| Liquidity/money market funds | 149,113 | 149,113 | - | - |
|
|
|
|
|
|
| Total | 1,076,957 | 149,113 | 52,289 | 875,555 |
|
| As at 31 December 2017 | |||
|
| Total | Level 1 | Level 2 | Level 3 |
| Financial assets | $000 | $000 | $000 | $000 |
| Investment portfolio summary |
|
|
|
|
| Unlisted investments at fair value through profit and loss | 123,479 | - | - | 123,479 |
| Unlisted fixed interest investments at fair value through profit and loss | 224,151 | - | 99,651 | 124,500 |
| Unlisted floating interest investments at fair value through profit and loss | 222,000 | - | - | 222,000 |
|
| 569,630 | - | 99,651 | 469,979 |
|
|
|
|
|
|
| Liquidity/money market funds | 346,767 | 346,767 | - | - |
|
|
|
|
|
|
| Total | 916,397 | 346,767 | 99,651 | 469,979 |
A reconciliation of fair value measurements in Level 3 is set out below.
Level 3 financial assets at fair value through profit or loss
|
|
| Unlisted fixed | Unlisted floating |
|
| Unlisted | interest | interest |
| |
| investments | investments | investments | Total | |
| As at 30 June 2018 | $000 | $000 | $000 | $000 |
| Opening balance | 123,479 | 124,500 | 222,000 | 469,979 |
| Purchases | - | 150,000 | 314,265 | 464,265 |
| Redemptions* | (60,703) | - | - | (60,703) |
|
|
|
|
|
|
| Change in unrealised appreciation | 2,014 | - | - | 2,014 |
|
|
|
|
|
|
| Closing balance at 30 June 2018 | 64,790 | 274,500 | 536,265 | 875,555 |
* Redemptions are the proceeds received from the repayment of investments.
There were no transfers between levels during the period.
Valuation techniques
Unrealised gains and losses recorded on Level 2 and 3 financial instruments are reported in unrealised gain/(loss) on investments on the Condensed Statement of Comprehensive Income. At the time the investments are made, the Investment Manager calculates an expected rate of return based on the purchase price and the cash flows as projected at that time. The projected cash flows are calculated at the time of the investment by estimating future product sales and applying the corresponding royalty rate for capped royalty investments. Estimates of future product sales are generated through models driven by several factors that include the potential size of the market (disease incidence and prevalence), the product's market share over time and the price of the product.
During the periods following the initial investment of assets classified as Level 3 investments, the Investment Manager reviews and, if appropriate, revises the assumptions in the sales models and calculates the net present value of the remaining cash flows using the expected rate of return. Inputs reflect management's best estimate of what market participants would use in pricing the assets or liabilities at the measurement date. Consideration is given to the risk inherent in the valuation techniques and the risk inherent in the inputs of the model. All investments are valued at fair value using a discounted cash flow methodology. For capped royalty investments, discount rates are applied to the consensus forecasts for sales of the underlying products to determine fair value.
The RPS Note, which is a Level 2 investment, is valued using the stated 12 per cent interest rate and Wall Street analyst consensus forecasts for products underlying the Note.
The Company's unlisted investments, with the exception of the RPS Note, are all classified as Level 3 investments. The fair values of the unlisted investments have been determined principally by reference to discounted cash flows. The significant unobservable input used is detailed below:
|
| As at 30 June 2018 | As at 31 December 2017 | ||||||
| Assets | Fair value at |
|
|
|
|
|
|
|
| Level 3 financial |
|
|
| Fair value sensitivity |
|
|
| |
| assets at fair |
|
|
| to a 100bps |
|
|
| |
| value through |
|
|
| increase in the |
|
|
| |
| profit or loss | Valuation | Unobservable | Discount | discount rate | Valuation | Unobservable | Discount | |
| $000 | technique | input | rate | $000 | technique | input | rate | |
| Limited partnership interest in BioPharma III | 64,790 | Discounted cash flow | Discount rate | 9.5% | (817) | Discounted cash flow | Discount rate | 9.3%-12.1% |
| Lexicon Pharmaceuticals, Inc | 124,500 | Discounted cash flow | Discount rate | 10.0% | (3,865) | Discounted cash flow | Discount rate | 10.0% |
| Tesaro, Inc | 322,000 | Discounted cash flow | Discount rate | 11.3% | (9,521) | Discounted cash flow | Discount rate | 10.4% |
| Novocure | 150,000 | Discounted cash flow | Discount rate | 10.4% | (4,666) | - | - | - |
| Sebela | 194,180 | Discounted cash flow | Discount rate | 11.6% | (3,426) | - | - | - |
| BMS | 20,085 | Discounted cash flow | Discount rate | 8.2% | (4,851) | - | - | - |
|
|
|
|
|
|
|
|
|
|
8. TRADE AND OTHER RECEIVABLES
|
| As at | As at |
| 30 June | 31 December | |
| 2018 | 2017 | |
| $000 | $000 | |
| Unlisted fixed interest income receivable | 4,140 | 2,863 |
| Unlisted floating interest income receivable | 27 | 1,468 |
| Interest accrued on liquidity/money market funds | 281 | 390 |
| Other debtors | 1,065 | 317 |
|
|
|
|
|
| 5,513 | 5,038 |
9. CASH AND CASH EQUIVALENTS
|
| As at | As at |
| 30 June | 31 December | |
| 2018 | 2017 | |
| $000 | $000 | |
| Cash at bank | 81 | 4,055 |
| Liquidity/money market funds | 149,113 | 346,767 |
|
|
|
|
|
| 149,194 | 350,822 |
10. TRADE AND OTHER PAYABLES
|
| As at | As at |
|
| 30 June | 31 December |
| 2018 | 2017 | |
|
| $000 | $000 |
| Management fees accrual | 2,580 | 2,004 |
| Share issue costs | - | 326 |
| Accruals | 453 | 586 |
|
|
|
|
|
| 3,033 | 2,916 |
11. RETURN PER SHARE
Return per Ordinary Share
Revenue return per Ordinary Share is based on the net revenue after taxation of $33,306,000 (30 June 2017: $2,995,000) and 914,252,831 (30 June 2017: 754,529,543) Ordinary Shares, being the weighted average number of Ordinary Shares for the period.
Capital return per Ordinary Share is based on net capital gains for the period of $1,863,000 (30 June 2017: $4,136,000) and on 914,252,831 (30 June 2017: 754,529,543) Ordinary Shares, being the weighted average number of Ordinary Shares for the period.
Basic and diluted return per Share are the same as there are no arrangements which could have a dilutive effect on the Company's Ordinary Shares.
For the period ended 30 June 2017, the Company's weighted average number of Ordinary Shares for the period has been calculated from 27 March 2017, being the date the initial Ordinary Shares were listed for trading.
Return per C Share
Revenue return per C Share is based on the net revenue after taxation of $451,000 (30 June 2017: $Nil) and 163,782,307 (30 June 2017: Nil) C Shares, being the weighted average number of C Shares for the period.
Capital return per C Share is based on net capital gains for the period of $23,000 (30 June 2017: $Nil) and on 163,782,307 (30 June 2017: Nil) C Shares, being the weighted average number of C Shares for the period.
Basic and diluted return per Share are the same as there are no arrangements which could have a dilutive effect on the Company's C Shares.
12. NET ASSET VALUE PER SHARE
Net asset value per Ordinary Share
The basic total net assets per Ordinary Share is based on the net assets attributable to equity shareholders at 30 June 2018 of $918,537,000 (31 December 2017: $922,574,000) and Ordinary Shares of 914,252,831 (31 December 2017: 914,252,831), being the number of Ordinary Shares in issue at 30 June 2018.
There is no dilution effect and therefore there is no difference between the diluted total net assets per Ordinary Share and the basic total net assets per Ordinary Share.
At 31 December 2017, the NAV per Share differs from the NAV prepared under AIC guidelines by $0.0076. This was due to the second interim dividend of $0.01, payable on 761,877,360 Ordinary Shares, which went ex-dividend on 14 December 2017, being included in the NAV prepared in accordance with AIC guidelines but excluded from the financial statements until paid, in accordance with the Companies Act 2006.
Net asset value per C Share
The basic total net assets per C Share is based on the net assets attributable to C Shareholders at 30 June 2018 of $160,981,000 (31 December 2017: $Nil) and C Shares of 163,782,307 (31 December 2017: Nil), being the number of C Shares in issue at 30 June 2018. The C Shares were issued on 16 April 2018.
There is no dilution effect and therefore there is no difference between the diluted total net assets per C Share and the basic total net assets per C Share.
13. C SHARES
|
| Period ended |
| 30 June | |
| 2018 | |
| $000 | |
| Balance at beginning of the period | - |
| Gross proceeds of C Share issue | 163,782 |
| C Share issue costs | (3,275) |
| Amortisation of C Share liability* | 474 |
|
|
|
| Balance at end of the period | 160,981 |
* The amortisation of C Share liability represents the net return from the C Share, per the Condensed Statement of Comprehensive Income.
On 16 April 2018, the Company issued 163,782,307 C Shares raising gross proceeds of $163,782,000. These C Shares were admitted to the Official List of The International Stock Exchange ("TISE") and to trading on the Specialist Fund Segment of the LSE on 16 April 2018.
For shareholder resolutions in respect of amendments to the Articles or in respect of a winding up of the Company, each class of shares will vote as a separate class. For all other resolutions, the holders of Ordinary Shares and each class of C Shares shall vote as one class.
Under IAS 32 'Financial Instruments: Presentation', the C Shares meet the definition of a financial liability rather than an equity instrument and are presented in the financial statements as a liability carried at amortised cost for the period ended 30 June 2018.
These financial statements include all results, assets and liabilities of both share class pools, however the C Shares are recorded as a liability and net assets are reduced by the value of the C Share liability, which is also equivalent to the C Share pool of net assets.
The value of the C Share liability at 30 June 2018 was $160,981,000, or $0.9829 per C Share.
The table below gives a summary of the movements in net assets of the C Share pool and Company:
|
| Period ended 30 June 2018 | Period ended 31 December 2017 | ||
|
| C Share pool | Company | C Share pool | Company |
| $000 | $000 | $000 | $000 | |
| Balance at beginning of the period | - | 922,574 | - | - |
| Gross proceeds of Ordinary Share issue | - | - | - | 915,990 |
| Ordinary Share issue costs | - | (2) | - | (17,447) |
| Share premium cancellation costs | - | - | - | (41) |
| Gross proceeds of C Share issue | 163,782 | 163,782 | - | - |
| C Share issue costs | (3,275) | (3,275) | - | - |
| Net income | 849 | 40,164 | - | 36,992 |
| Expenses | (398) | (6,517) | - | (7,613) |
| Net gains on investments at fair value | - | 2,014 | - | 2,265 |
| Currency exchange gains/(losses) | 23 | (16) | - | 51 |
| Finance costs - general | - | (2) | - | (4) |
| Dividends paid to Ordinary shareholders | - | (39,204) | - | (7,619) |
|
| 160,981 | 1,079,518 | - | 922,574 |
|
|
|
|
|
|
| C Share liability | - | (160,981) | - | - |
|
|
|
|
|
|
| Net assets | 160,981 | 918,537 | - | 922,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| As at 30 June 2018 | As at 31 December 2017 | ||
|
| C Share pool | Company | C Share pool | Company |
| Represented by: | $000 | $000 | $000 | $000 |
| Investments at fair value through profit or loss | 11,122 | 927,844 | - | 569,630 |
| Trade and other receivables | 1,034 | 5,513 | - | 5,038 |
| Cash and cash equivalents | 149,194 | 149,194 | - | 350,822 |
| Trade and other payables | (369) | (3,033) | - | (2,916) |
|
| 160,981 | 1,079,518 | - | 922,574 |
|
|
|
|
|
|
| C Share liability | - | (160,981) | - | - |
|
|
|
|
|
|
| Net assets | 160,981 | 918,537 | - | 922,574 |
14. SHARE CAPITAL
|
| Period ended 30 June 2018 | Period ended 31 December 2017 | ||
|
| Number of |
| Number of |
|
| shares | $000 | shares | $000 | |
| Issued and fully paid: |
|
|
|
|
| Ordinary Shares of $0.01: |
|
|
|
|
| Balance at beginning of the period | 914,252,831 | 9,143 | 1 | - |
| Initial share issue - 27 March 2017 | - | - | 526,747,199 | 5,268 |
| Subsequent share issue - 30 March 2017 | - | - | 235,130,160 | 2,351 |
| Further share issue - 18 December 2017 | - | - | 152,375,471 | 1,524 |
|
|
|
|
|
|
| Balance at end of the period | 914,252,831 | 9,143 | 914,252,831 | 9,143 |
Total voting rights at 30 June 2018 were 1,078,035,138 (voting rights for Ordinary Shares were 914,252,831 and for C Shares were 163,782,307).
The Company was incorporated with 1 Ordinary Share issued at $0.01 and 5,000,000 Redeemable Preference Shares issued at £0.01.
The initial placing of 526,747,199 Ordinary Shares took place on 27 March 2017, with a subsequent issue of 235,130,160 Ordinary Shares on 30 March 2017, raising gross proceeds of $761,877,000. The Company commenced business on 27 March 2017 when the Ordinary Shares in issue were admitted to the Official List of TISE and to trading on the Specialist Fund Segment of the LSE.
A further issue of 152,375,471 Ordinary Shares made on a non pre-emptive basis, took place on 18 December 2017, raising gross proceeds of $154,113,000.
Following approval of the Court on 29 June 2017 and the filing of the court order with the Registrar of Companies on 30 June 2017, the share premium account cancellation was effective. The share premium account of $739,021,000 at 29 June 2017 was transferred to a special distributable reserve. The issue costs of $15,237,000 relating to the initial and subsequent listings were offset against the share premium account. At 30 June 2018, the special distributable reserve was $734,309,000 (31 December 2017: $734,356,000).
Following approval of the Court on 29 June 2017 and the filing of the court order with the Registrar of Companies on 30 June 2017, 5,000,000 Redeemable Preference Shares with an aggregate nominal value of £50,000 were cancelled. At 30 June 2018, the Company held no Redeemable Preference Shares (31 December 2017: none).
15. SUBSIDIARY
The Company formed a wholly-owned subsidiary, BPCR Ongdapa Limited ("BPCR Ongdapa"), incorporated in Ireland on 5 October 2017 for the purpose of entering into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma for the purchase of a 50 per cent interest in a stream of payments acquired by Royalty Pharma from Bristol-Myers Squibb ("BMS"). In accordance with IFRS 10, the Company is exempt from consolidating a controlled investee as it is an investment trust. Therefore, the Company's investment in BPCR Ongdapa is recognised at fair value through profit and loss.
In May 2018, the Company funded $20.0 million of the total expected purchased payments linked to BMS.
16. RECONCILIATION OF TOTAL RETURN FOR THE PERIOD BEFORE TAXATION TO CASH
GENERATED FROM OPERATIONS
|
| Period ended | Period ended |
| 30 June 2018 | 30 June 2017 | |
| $000 | $000 | |
| Total return for the period before taxation | 35,169 | 7,131 |
| Capital gains | (1,998) | (4,136) |
| Decrease/(increase) in trade receivables | 95 | (4,528) |
| Increase in trade payables* | 443 | 2,365 |
| Finance costs - C Share amortisation | 474 | - |
|
|
|
|
| Cash generated from operations | 34,183 | 832 |
* For 30 June 2017, the increase differs from trade and other payables of $3,292,000 due to costs which form part of financing activities.
ANALYSIS OF NET CASH AND NET DEBT
| Net cash | At 1 January |
| Exchange | At 30 June |
| 2018 | Cash flow | movement | 2018 | |
| $000 | $000 | $000 | $000 | |
| Cash and cash equivalents | 350,822 | (201,612) | (16) | 149,194 |
|
|
|
|
|
|
|
|
|
|
| At |
| Net cash | At 24 October |
| Exchange | 31 December |
| 2016 | Cash flow | movement | 2017 | |
| $000 | $000 | $000 | $000 | |
| Cash and cash equivalents | - | 350,771 | 51 | 350,822 |
|
|
|
|
|
|
| Net debt | At 1 January |
| Exchange | At 30 June |
| 2018 | Cash flow | movement | 2018 | |
| $000 | $000 | $000 | $000 | |
| C Share liability | - | 160,958 | 23 | 160,981 |
There was no net debt at 31 December 2017 so no table has been included for this period.
17. FINANCIAL INSTRUMENTS
The Company's financial instruments include its investment portfolio, cash balances, trade receivables and trade payables that arise directly from its operations. Adherence to the Company's investment policy is key in managing risk. Refer to the Strategic Overview on page 20 of the Company's annual financial statements for the period from incorporation on 24 October 2016 to 31 December 2017 for a full description of the Company's investment objective and policy.
The Investment Manager monitors the financial risks affecting the Company on an ongoing basis and the Directors regularly receive financial information, which is used to identify and monitor risk. All risks are actively reviewed and monitored by the Board. Details of the Company's principal risks can be found in the Strategic Report on pages 21 to 25 of the Company's annual financial statements for the period from incorporation on 24 October 2016 to 31 December 2017.
The main risks arising from the Company's financial instruments are:
i) market risk, including price risk, currency risk and interest rate risk;
ii) liquidity risk; and
iii) credit risk.
(i) Market risk
Market risk is the risk of loss arising from movements in observable market variables. The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.
Market price risk
The Company is exposed to price risk arising from its investments whose future prices are uncertain. The Company's exposure to market price risk comprises movements in the value of the Company's investments. See Note 7 above for investments that fall into Level 3 of the fair value hierarchy and refer to the description of valuation policies in Note 2(d). The nature of the Company's investments, with a high proportion of the portfolio invested in unlisted debt instruments, means that the investments are valued by the Company after consideration of the most recent available information from the underlying investments. The Company's portfolio is diversified among counterparties and by the sectors in which the underlying companies operate, minimising the impact of any negative industry-specific trends.
The table below analyses the effect of a 10 per cent change in the fair value of investments:
|
| As at 30 June 2018 | As at 31 December 2017 | ||
| Asset |
| 10 per cent |
| 10 per cent |
|
| increase/ |
| increase/ | |
|
| decrease in |
| decrease in | |
| Fair value | market value | Fair value | market value | |
| $000 | $000 | $000 | $000 | |
| BioPharma III | 64,790 | 6,479 | 123,479 | 12,348 |
| RPS Note | 52,289 | 5,229 | 99,651 | 9,965 |
| Lexicon Senior Secured Loan | 124,500 | 12,450 | 124,500 | 12,450 |
| Tesaro Senior Secured Loan | 322,000 | 32,200 | 222,000 | 22,200 |
| Novocure Senior Secured Loan | 150,000 | 15,000 | - | - |
| Sebela Senior Secured Loan | 194,180 | 19,418 | - | - |
| BMS Purchased Payments | 20,085 | 2,009 | - | - |
|
| 927,844 | 92,785 | 569,630 | 56,963 |
The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance and exposure are reviewed at each Board meeting.
Currency risk
Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of changes in foreign exchange rates.
At 30 June 2018, the Company held cash balances in GBP Sterling of £58,000 ($77,000) (31 December 2017: £276,000 ($374,000)) and in Euro of €1,000 ($2,000) (31 December 2017: €Nil ($Nil)).
The currency exposures (including non-financial assets) of the Company as at 30 June 2018:
|
|
|
| Other net |
|
|
|
| assets/ |
| |
| Cash | Investments | (liabilities) | Total | |
| $000 | $000 | $000 | $000 | |
| Sterling | 77 | - | 153 | 230 |
| Euro | 2 | - | - | 2 |
| US Dollar | 149,115 | 927,844 | (158,654) | 918,305 |
|
|
|
|
|
|
|
| 149,194 | 927,844 | (158,501) | 918,537 |
The currency exposures (including non-financial assets) of the Company as at 31 December 2017:
|
|
|
| Other net |
|
|
|
| assets/ |
| |
| Cash | Investments | (liabilities) | Total | |
| $000 | $000 | $000 | $000 | |
| Sterling | 374 | - | (619) | (245) |
| US Dollar | 350,448 | 569,630 | 2,741 | 922,819 |
|
|
|
|
|
|
|
| 350,822 | 569,630 | 2,122 | 922,574 |
A 10 per cent increase in the Sterling exchange rate would have increased net assets by $3,000 (31 December 2017: $45,000). A 10 per cent decrease would have decreased net assets by the same amount (31 December 2017: same).
Interest rate risk
Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate movements may potentially affect future cash flows from:
• investments in fixed interest rate securities and unquoted loans; and
• the level of income receivable on cash deposits and liquidity funds.
The RPS Note, Lexicon and the Novocure loans have a fixed interest rate and therefore are not subject to interest rate risk. At 30 June 2018, the RPS Note, Lexicon and Novocure loans represented 5.69 per cent, 13.55 per cent and 16.33 per cent of the Company's net assets, respectively (31 December 2017: 10.80 per cent, 13.49 per cent and Nil per cent).
The Tesaro loan, the Sebela loan, BMS Purchased Payments and cash and cash equivalents, including investments in liquidity funds, have a floating rate of interest. At 30 June 2018, these represented 35.06 per cent, 21.14 per cent, 2.19 per cent and 16.24 per cent of the Company's net assets, respectively (31 December 2017: 24.06 per cent, Nil per cent, Nil per cent and 38.03 per cent).
A 100 basis point increase or decrease in interest rates associated with the limited partnership interest in BioPharma III would not have materially impacted net income for the period ended 30 June 2018 (30 June 2017: not material).
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. At 30 June 2018, the Company had cash and cash equivalents, including investments in liquidity/money market funds with balances of $149,194,000 (31 December 2017: $350,822,000) and maximum unfunded commitments of $161,500,000-$181,500,000 (31 December 2017: $329,500,000-$349,500,000).
The Company maintains sufficient liquid investments through its cash and cash equivalents to pay accounts payable, accrued expenses and ongoing expenses of the Company. Liquidity risk is manageable through a number of options, including the Company's ability to issue debt and/or equity and by selling all or a portion of an investment in the secondary market.
(iii) Credit risk
This is the risk the Company's trade and other receivables will not meet their obligations to the Company. While the Company will often seek to be a secured lender for each debt asset, there is no guarantee that the relevant borrower will repay the loan or that the collateral will be sufficient to satisfy the amount owed. All of the Company's investments are senior secured investments as detailed in the Portfolio Information above.
When the Investment Manager makes an investment, the creditworthiness of the counterparty is taken into account so as to minimise the risk to the Company of default. Creditworthiness is assessed on an ongoing basis and changes to a counterparty's risk profile are monitored by the Investment Manager on a regular basis, and discussed with the Board at quarterly meetings.
The Company's maximum exposure to credit risk at any given time is the fair value of its investment portfolio. At 30 June 2018, the Company's maximum exposure to credit risk was $927,844,000 (31 December 2017: $569,630,000). The Company's concentration of credit risk by counterparty can be found in the Portfolio Information contained above.
Capital management
The Company's primary objectives in relation to the management of capital are:
• to ensure its ability to continue as a going concern;
• to ensure that the Company conducts its affairs to enable it to continue to meet the criteria to qualify as an investment trust; and
• to maximise the long-term shareholder returns in the form of sustainable income distributions through an appropriate balance of equity capital and debt.
The Company is subject to externally imposed capital requirements:
• as a public company, the Company has a minimum share capital of £50,000.
The Company has complied with all the above requirements during this financial period.
18. RELATED PARTY TRANSACTIONS
The amounts incurred in respect of management fees during the period to 30 June 2018 was $4,852,000 (30 June 2017: $1,956,000), of which $2,580,000 was outstanding at 30 June 2018 (31 December 2017: $2,004,000). The amount due to the Investment Manager for performance fees at 30 June 2018 was $Nil (30 June 2017: $Nil).
The amount incurred in respect of Directors' fees during the period to 30 June 2018 was $163,000 (30 June 2017: $251,000 ($163,000 of this figure has been included within share issue costs)) of which $Nil was outstanding at 30 June 2018 (31 December 2017: $Nil).
The Shared Services Agreement was entered into by and between Royalty Pharma, an affiliate of Pharmakon Advisors, L.P., and the Investment Manager on 30 November 2016 and deemed effective as of 1 January 2016. Under the terms of the Shared Services Agreement, the Investment Manager will have access to the expertise of certain Royalty Pharma employees, including its research, legal and compliance, and finance teams.
On 7 February 2018, the Company entered into a definitive term senior secured loan agreement for $150,000,000 with Novocure Limited (NASDAQ: NVCR) ("Novocure"). The $150 million loan will mature in February 2023 and bears interest at 9.0% per annum. Novocure used $100,000,000 of the net proceeds to entirely prepay the $100,000,000, 10.0% coupon loan made by BioPharma III Holdings, LP ("BioPharma III") in 2015 that was scheduled to mature in 2020. The Company is a limited partner in BioPharma III and therefore received a distribution of approximately $46,000,000 from BioPharma III as a result of the prepayment from Novocure.
On 8 December 2017, the Company's wholly-owned subsidiary entered into a purchase, sale and assignment agreement with RPI Acquisitions (Ireland) ("RPI Acquisitions"), an affiliate of Royalty Pharma, for the purchase of a 50 per cent interest in a stream of payments acquired by RPI Acquisitions from Bristol-Myers Squibb ("BMS") through a purchase agreement dated 14 November 2017. The Purchased Payments are linked to tiered worldwide sales of Onglyza and Farxiga, diabetes agents marketed by AstraZeneca, and related products. The Company is expected to fund $140,000,000 to $160,000,000 between 2018 and 2020, determined by product sales and will receive payments from 2020 through 2025. Based on current sell-side analyst estimates for the products, the Investment Manager estimates that the rate of return on the transaction will be in the high single-digits per annum. In May and August 2018, the Company funded $20,085,400 and $21,483,337, respectively, of the total expected Purchased Payments linked to BMS.
On 4 December 2017, the Company and BioPharma Credit Investments IV, S.àr.L. ("BioPharma IV"), a fund managed by the Investment Manager, entered into a definitive term loan agreement for up to $200,000,000 with Lexicon Pharmaceuticals, Inc. (NASDAQ: LXRX), a fully integrated biopharmaceutical company ("Lexicon"). The loan is secured by substantially all of Lexicon's assets, including its rights to XERMELO and Sotagliflozin. The $200,000,000 loan will be available in two tranches, each maturing in December 2022 and bearing interest at 9.0 per cent per annum. The first $150,000,000 is available immediately and an additional tranche of $50,000,000 is available for draw by March 2019 at Lexicon's option if net XERMELO sales are greater than $25,000,000 in the preceding quarter. Under the terms of the transaction, the Company will invest up to $166,000,000 ($124,500,000 in the first tranche and up to an additional $41,500,000 by 30 March 2019) and BioPharma IV will invest up to $34,000,000 in parallel with the Company acting as collateral agent. The Company funded the first tranche on 18 December 2017 and recorded interest income of $5,634,000 for the period ended 30 June 2018 (30 June 2017: $Nil). The outstanding balance as at 30 June 2018 was $124,500,000 (31 December 2017: $124,500,000).
On 21 November 2017, the Company and BioPharma Credit Investments IV, S.àr.L. ("BioPharma IV"), a fund managed by the Investment Manager, entered into a definitive loan agreement for up to $500,000,000 with Tesaro, Inc. (NASDAQ: TSRO) ("Tesaro"). Under the terms of the transaction, the Company funded $222,000,000 of the $300,000,000 first tranche on 6 December 2017 and committed to invest up to an additional $148,000,000 by 20 December 2018 at Tesaro's option, with BioPharma IV committing to invest up to $130,000,000 in parallel. On 3 May 2018, Biopharma Credit received notice from Tesaro requesting funding of the $200,000,000 second tranche by 1 August 2018. The Company funded $100,000,000 on 29 June 2018 and assigned its remaining $48,000,000 second tranche commitment to other investors, resulting in a total investment in the Tesaro loan of $322,000,000 across both tranches. The first $300,000,000 tranche bears interest at LIBOR plus 8 per cent, with the second optional tranche bearing interest at LIBOR plus 7.5 per cent. The LIBOR rate is subject to a floor of 1 per cent and certain caps. Each tranche of the loan is interest only for the first two periods, amortises over the remaining term, and can be prepaid at Tesaro's discretion, at any time, subject to prepayment fees. The Company recorded interest income of $11,194,000 for the period ended 30 June 2018 (30 June 2017: $Nil). The outstanding balance as at 30 June 2018 was $322,000,000 (31 December 2017: $222,000,000).
The Company entered into the RPS Note with RPS BioPharma Investments, LP on 30 March 2017 for $185,130,000. The Note bears a fixed interest rate of 12 per cent, matures on 30 June 2026 and is secured by rights to royalty payments from 21 pharmaceutical products. In the period ended 30 June 2018, the Company recorded $4,464,000 (30 June 2017: $4,389,000) of interest and amortisation payments of $47,362,000 (30 June 2017: $48,238,000). The outstanding balance as at 30 June 2018 was $52,289,000 (31 December 2017: $99,651,000).
On 27 March 2017, the Company acquired a limited partnership interest in BioPharma III for $153,482,000. During the period ended 30 June 2018, the Company recorded $2,970,000 (30 June 2017: $262,000) of investment income and repayments of $63,673,000 (30 June 2017: $18,695,000). The Company also recorded net gains on investments at fair value of $2,014,000 for the period ended 30 June 2018 (30 June 2017: $4,124,000). The outstanding balance as at 30 June 2018 was $64,790,000 (31 December 2017: $123,479,000).
BioPharma III, BioPharma IV, RPS BioPharma Investments, L.P., and RPI Acquisitions are related entities of the Company due to a principal of the Investment Manager having significant influence over each of these entities.
19. CONTINGENCIES, GUARANTEES AND FINANCIAL COMMITMENTS
At 30 June 2018, there were outstanding commitments of $161.5 million - $181.5 million (31 December 2017: $329.5 million - $349.5 million) in respect of investments (see Note 18 for further details).
20. SUBSEQUENT EVENTS
On 20 September 2018, the Company entered into a definitive loan agreement for $150 million with Amicus Therapeutics, Inc., a rare metabolic disease-focused biopharmaceutical company (NASDAQ: FOLD, "Amicus"). Under the terms of the transaction, the Company will invest $150 million in a senior secured loan that has a term of five years, additional consideration of 2 per cent, and bears interest at LIBOR plus 7.5 per cent subject to a floor of 1 per cent and certain caps. The loan is interest only for the first four years, amortises over the remaining term, and can be prepaid at Amicus' discretion, at any time, subject to prepayment fees. The loan is expected to close and be funded within six business days. The funding will be completed from the assets attributable to the C Shares of the Company only. Following this investment, the C Shares will be 100 per cent invested and therefore eligible for conversion into Ordinary Shares, as outlined in the Prospectus published on 14 March 2018.
COMPANY INFORMATION
The Company is a closed-ended investment company incorporated on 24 October 2016. The Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the LSE and TISE on 27 March 2017.
The Company intends to carry on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010 and an investment company within the meaning of Section 833 of the Companies Act 2006.
Investment objective
The Company aims to generate long-term shareholder returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry.
Summary of investment policy
Once substantially invested, the Company will target an annual dividend yield of 7 per cent (calculated by reference to the issue price at the time of the Admission to trading).
The Company will seek to achieve its investment objective primarily through investments in debt assets secured by royalties or other cash flows derived from sales of approved life sciences products. Subject to certain restrictions and limitations, the Company may also invest in unsecured debt and equity issued by companies in the life sciences industry.
The Investment Manager will select investment opportunities based upon in-depth, rigorous analysis of the life sciences products backing an investment as well as the legal structure of the investment. A key component of this process is to examine future sales potential of the relevant product which is affected by several factors, including but not limited to; clinical utility, competition, patent estate, pricing, reimbursement (insurance coverage), marketer strength, track record of safety, physician adoption and sales history.
The Company will seek to build a diversified portfolio by investing across a range of different forms of assets issued by a variety of borrowers. In particular, no more than 30 per cent of the Company's gross assets will be exposed to any single borrower.
DIRECTORS, ADVISERS AND OTHER SERVICE PROVIDERS
Directors
Jeremy Sillem (Chairman)
Harry Hyman (Senior Independent Director)
Colin Bond
Duncan Budge
Investment Manager and AIFM
Pharmakon Advisors L.P.
110 East 59th Street #3300
New York, NY 10022
USA
Administrator
Link Alterntive Fund Administrators Limited
Beaufort House
51 New North Road
Exeter
EX4 4EP
Company Secretary and registered office
Link Company Matters Limited
Beaufort House
51 New North Road
Exeter
EX4 4EP
Financial and strategic communications
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
Independent Auditor
Pricewaterhouse Coopers LLP
7 More London Riverside
London
SE1 2RT
Joint brokers
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Legal Adviser
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
Registrar
Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
TISE Sponsor
Carey Commercial Limited
1st and 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Company Website
www.bpcruk.com
Identification codes
Ordinary Shares
SEDOL: BDGKMY2
ISIN: GB00BDGKMY29
TICKER: BPCR
C Shares
SEDOL: BDRNW62
ISIN: GB00BDRNW62121
TICKER: BPC1
LEI: 213800AV55PXAS7SY24
Sources of further information Copies of the Company’s half-yearly report, stock exchange announcements and further information on the Company can be obtained from the Company’s website: http://bpcruk.com/
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of this announcement.