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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Biopharma Credit Plc | LSE:BPCR | London | Ordinary Share | GB00BDGKMY29 | ORD USD0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.876 | 0.876 | 0.878 | 0.878 | 0.876 | 0.876 | 2,492,806 | 16:16:39 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 135.74M | 108.45M | 0.0833 | 10.56 | 1.15B |
From Apr 2019 to Apr 2024
TIDMBPCR
RNS Number : 8020R
BioPharma Credit PLC
05 March 2019
BIOPHARMA CREDIT PLC
(THE "COMPANY")
ANNUAL REPORT FOR THE YEARED 31 DECEMBER 2018
SUCCESSFULLY INCREASING THE SCALE AND DIVERSITY OF THE PORTFOLIO
BioPharma Credit PLC (LSE: BPCR), the specialist life sciences debt investment trust, is pleased to present the annual results of the Company for the period ended 31 December 2018.
The full Annual 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
-- A landmark year of investment activity including three new investments totalling $494m which significantly increased the scale and diversity of the portfolio:
o $194m deployed as lead investor and collateral agent for a $316m loan to Sebela BT Holdings, a subsidiary of Sebela Pharmaceuticals, a private speciality pharmaceutical company focused on gastro-intestinal medicines, dermatology and women's health.
o $150m senior secured loan agreement with NovoCure Limited (NASDAQ: NVCR), a commercial stage oncology company.
o $150m senior secured loan agreement with Amicus Therapeutics, Inc. (NASDAQ: FOLD), a rare metabolic disease-focused biopharmaceutical company.
o A further $164m was deployed to support existing investment commitments.
-- In December 2018 and January 2019, GlaxoSmithKline plc announced and subsequently completed the acquisition of Tesaro Inc. (NASDAQ: TSRO), then the Company's largest portfolio holding, for $5.1 billion in cash, triggering a repayment, make-whole and prepayment premium payment to the Company of $369.9m on its $322.0m investment generating a 28.8% IRR.
-- Additionally, $216m was received by the Company from payments of principal derived from other investments in the portfolio.
-- The scale of the investment activity provided the opportunity for further issuance of shares in two separate highly successful capital raises:
o In April 2018, the Company successfully raised $164m in a placing of C Shares at $1.00 each. These shares were invested efficiently and conversion into 162 million Ordinary Shares was achieved in October 2018.
o In November 2018, the Company announced an oversubscribed, upscaled placing of $305m Ordinary Shares.
-- During the twelve-month period, the Company made five dividend payments totalling 7.94 cents per Ordinary Share in respect of the five quarters ending 30 September 2018 including a special dividend of $0.011 related to the period ended 31 December 2017. For each of the last two quarters ending on 30 June 2018 and September 2018, the Company has declared a dividend of 1.75 cents per Share, in line with the expectation set out in the IPO prospectus of paying a dividend yield of 7% on the IPO price, once the Company's assets were substantially invested.
-- The Board was delighted to appoint Stephanie Léouzon as a non-executive Director of the Company on 5 December 2018 contributing additional transactional and financing expertise across the pharmaceutical sector.
FINANCIAL HIGHLIGHTS
ORDINARY SHARES ASSETS as at 31 December 2018 as at 31 December 2018 Share price Net assets $1.0650 $1,380.0m (31 December 2017: $1.0470) (31 December 2017: $922.6m) NAV per share Leverage $1.0044 0% (31 December 2017: $1.0091) (31 December 2017: 0%) Premium to NAV per share Target dividend 6.0% 7 cents per annum (31 December 2017: 3.8%) Shares in issue 1,373.9m (31 December 2017: 914.3m)
PORTFOLIO HIGHLIGHTS
Hot Features
Premium
Asset Counterparty Underlying Fair value Expected % of net
/ borrower product(s) ($m) maturity assets
--------------------- --------------- -------------------- ----------- ---------- ---------
Limited partnership
interest
in BioPharma
III
Senior secured
loan Valneva Ixiaro 6.6 2018 0
Other net
assets 1.0 0
------------------------------------------------------------ ----------- ---------- ---------
Limited partnership
interest
in BioPharma
III 7.6 0
------------------------------------------------------------ ----------- ---------- ---------
Tesaro senior ZEJULA(R)
secured loan Tesaro and VARUBI(R) 322.0 2024 23
Lexicon senior XERMELO(R)
secured loan Lexicon and sotagliflozin 124.5 2022 9
Novocure
senior secured
loan Novocure Optune 150.0 2023 11
Sebela senior
secured loan Sebela SUPREP 188.7 2022 14
BMS purchased Onglyza and
payments Bristol-Myers Farxiga 64.4 2026 5
Amicus senior
secured loan Amicus Galafold(R) 150.0 2023 11
--------------------- --------------- -------------------- ----------- ---------- ---------
Total investments 1,007.2 73
------------------------------------------------------------ ----------- ---------- ---------
Cash & cash
equivalents 363.6 26
Other net
assets 9.2 1
------------------------------------------------------------ ----------- ---------- ---------
Gross assets 1,380.0 100
------------------------------------------------------------ ----------- ---------- ---------
The above table excludes maximum unfunded commitments for the following investments:
1) Lexicon sales covenants necessary to drawdown the Tranche B commitment of $41.5 million have not been met. As at 31 December 2018, no outstanding commitment to Lexicon exists.
2) Bristol-Myers Squibb priority royalty tranche: $76 to $96 million.
See the Investment Manager's report for additional information on Tesaro and Lexicon senior security notes.
PERFORMANCE
Cumulative Since launch 1 month period 3 month period 6 month period Performance to 31 December to 31 December to 31 December (%) 2018 2018 2018 Share price 6.50% 1.43% -0.93% 2.40% NAV per Share(1) 2.49% -0.10% -0.96% -0.03%
1 As set out in the IPO Prospectus the opening NAV per Share was 98 cents on the date of IPO.
Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors L.P., the Investment Manager of BioPharma Credit PLC said:
"This has been a landmark year for the Company with significant progress achieved in securing major new investments, highly supportive fundraising activity and delivering a robust income dividend to shareholders. Our investment activity has meaningfully increased both the diversity and scale of our life sciences debt portfolio backed by industry leading players in the life sciences industry. GSK's acquisition of Tesaro for $5.1 billion, more than 10 times the amount of the secured debt, demonstrates the extensive collateral value provided by approved life sciences products. Pharmakon's investment flexibility, expertise and broad industry relationships were essential for the successful execution of this investment that generated a 28.8% IRR to the Company. We start the 2019 financial year with significant investment capital to deploy towards a healthy pipeline of attractive debt investment opportunities. We look forward to another productive year of supporting shareholder returns predominantly through continuing income distributions, uncorrelated to traditional equity market movements, from unique debt investment exposure to the life sciences industry."
Results Presentation
As announced on 27 February 2019, a presentation for analysts will be delivered via conference facility today at 2:00pm. To request dial-in details, please contact Buchanan.
Enquiries:
Buchanan
David Rydell / Mark Court / Jamie Hooper / Henry Wilson
+44 (0) 20 7466 5000
Biopharmacredit@buchanan.uk.com
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 $3.0 billion in 32 transactions across four private funds and BioPharma Credit PLC to 31 December 2018. The first four funds are now fully invested. Drawing upon the expertise and successful track record of Pharmakon Advisors, the Company enjoys access to its extensive, industry-focused knowledge and contacts to source, analyse and structure attractive investment opportunities.
Through a shared services agreement with Royalty Pharma, founded in 1996, the Investment Manager is able to rely on the complementary expertise of the team behind the market leading investor in pharmaceutical royalties.
INVESTMENT
Portfolio composition
As at As at
Key statistics 31 December 31 December
($ in millions) 2018 2017 % change
------------------------------ ------------- ------------- ---------
Cash and cash equivalents 363.6 350.8 3.6%
Limited partnership interest
in BioPharma III 7.6 123.5 -93.8%
RPS Note - 99.7 N/A
Tesaro senior secured loan 322.0 222.0 45.0%
Lexicon senior secured loan 124.5 124.5 -
Novocure senior secured loan 150.0 - N/A
Sebela senior secured loan 188.7 - N/A
BMS purchased payments 64.4 - N/A
Amicus senior secured loan 150.0 - N/A
Other net assets 9.2 2.1 338.1%
------------------------------ ------------- ------------- ---------
Total net assets 1,380.0 922.6 49.6%
------------------------------ ------------- ------------- ---------
Portfolio diversification as at 31 December
2018
Type Percentage
--------------------------------- ------------
Cash and cash equivalents 26.3%
Tesaro senior secured loan 23.3%
Sebela senior secured loan 13.7%
Novocure senior secured loan 10.9%
Amicus senior secured loan 10.9%
Lexicon senior secured loan 9.0%
BMS purchased payments 4.7%
Limited partnership interest
in BioPharma III 0.5%
Other net assets 0.7%
--------------------------------- ------------
CHAIRMAN'S STATEMENT
Increasing the diversification and scale of our portfolio
2018 was the Company's first full year of operations and was marked by a number of significant achievements both in terms of new investments and capital raising.
Over the course of the year, we announced three new investments totaling $494 million which, when combined with funding existing commitments of $164 million, led to total new investments of $659 million. This investment activity was funded in part by the scheduled repayments of $216 million of original seed assets.
This level of new investment activity, together with the development of a pipeline of additional opportunities, led the Board to seek additional support from the equity markets through two new issues. On 13 April 2018, the Company announced the completion of the Placing and Offer for Subscription of 164 million c shares at $1.00 each, which were converted into 162 million ordinary shares on 29 October 2018. Subsequently, on 1 November 2018, the Company announced the successful placing of 298 million new ordinary shares at a price of $1.025 each, raising gross proceeds of $305 million.
Shareholder Returns and Investment Performance
On 31 December 2018, the Company's shares closed at $1.0650 and its NAV at $1.0044, compared with a closing price of $1.0470 and NAV of $1.0091 on 31 December 2017. Over the twelve-month period, the Company made five dividend payments totalling 7.94 cents per ordinary share in respect of the five quarters ending 30 September 2018 including a special dividend of $0.011 related to the period ended 31 December 2017. For each of the last two quarters, ending on 30 June 2018 and 30 September 2018, the Company has declared a dividend of 1.75 cents per share, in line with the expectation set out in the IPO prospectus of paying a dividend yield of 7% on the IPO price, once the Company's assets were substantially invested.
On 21 February 2019, the Company announced a dividend in respect of the quarter ended 31 December 2018 of $0.01927441 per ordinary share, comprising an ordinary dividend of $0.0175 and a special dividend of $0.00177441.
The Board
On behalf of the Board, I am delighted to welcome Stephanie Léouzon who was appointed as a non-executive Director of the Company on 5 December 2018. Stephanie has a wealth of experience working on strategic and financing transactions within the biopharmaceutical industry and we look forward to working with her.
Outlook
As at 31 December 2018, the Company had total assets of $1.39 billion, represented by $1 billion of investments, $364 million in cash and $22 million in other assets. On 22 January 2019, GlaxoSmithKline completed its acquisition of TESARO Inc ("Tesaro"), triggering the prepayment of Tesaro's $500 million senior secured loan. As a result, the Company was repaid its $322 million participation together with make-whole and prepayment fees, generating an attractive return on its investment. As a consequence, the Company's cash position has been substantially enhanced.
Pharmakon Advisors, the Company's Investment Manager, is in ongoing discussions with a number of potential borrowers and, notwithstanding the cash position following the repayment of the TESARO loan, they consider the existing pipeline of opportunities is likely to be sufficient for these resources to be deployed in the course of 2019.
In 2019, we expect there to be four quarterly dividends payable in March, June, September and December.
On behalf of the Board, I should like to express my thanks to Pharmakon for their achievements on behalf of the Company in this important year and to our shareholders for their support, whether at the IPO or at a subsequent Share offering.
Jeremy Sillem
Chairman
4 March 2019
MARKET OVERVIEW
LIFE SCIENCES IS A LARGE, VITAL INDUSTRY WITH A TRACK RECORD OF STRONG, CONSISTENT GROWTH
Size and growth dynamics of the industry
The life sciences industry consists of pharmaceutical and biotechnology firms and is a large and vital industry with a track record of strong, consistent growth. Worldwide industry revenues in 2015 were approximately $1.1 trillion and are expected to reach $1.5 trillion by 2021, reflecting a compounded annual growth rate of six per cent. While medical and scientific advances contribute to a portion of that increase, other growth drivers include more basic demographic and macroeconomic factors, such as a growing population, an ageing population and increasing prosperity in developing countries which is improving access to healthcare for millions of patients. The increase in spending is expected to be largely driven by brands and increased usage in emerging markets, offset by expiring patents.
Product lifecycle
Pharmaceutical and biotechnology products have a long life cycle, which can provide considerable downside protection for the Company. Worldwide patents can lead to more than 20 years of protection, which frequently translates into as long as 15 years of exclusivity from the time the products are first approved by regulatory agencies such as the U.S. Food and Drug Administration ("FDA"). Some governments also provide for regulatory exclusivity, which provides for six to ten years of commercial exclusivity independent of an approved patent, if an innovator performs clinical trials. On average, sales growth is very robust for the first 12 years of a product's life cycle, after which some of these products begin to lose exclusivity, and their sales growth slows and starts to decline shortly thereafter. A key driver of initial sales growth is increasing prescriptions from physicians in the early-launch markets, but subsequent commercialisation rates in additional geographic markets, as well as expanding indications, frequently drive attractive growth for more than a decade.
Market dynamics creating fragmentation of the industry and more lending opportunities
Despite growth in the pharmaceutical market, large pharmaceutical companies continue to face mounting pressure on top-line sales from patent expirations on blockbuster products and failures in their R&D pipelines. The internal R&D departments of larger pharmaceutical companies have struggled to replace lost revenue with new products. Dramatically escalating R&D costs have also put pressure on industry participants to adapt their business model and seek partners to reduce risk. The amount of R&D investment per FDA-approved product is now approximately $1.4 billion. As a result of these factors, large pharmaceutical companies are increasingly relying on in-licensing and corporate acquisitions for new products.
Over the last 30 to 40 years, the landscape of the pharmaceuticals industry has been transformed from one dominated by fully integrated pharmaceutical companies to a more dynamic and entrepreneurial R&D ecosystem comprised of thousands of participants. As a result of this R&D evolution, smaller companies, investor groups, universities and non-profit research institutes increasingly have rights to royalty streams on products that have been out-licensed to larger pharmaceutical companies. This broader shift in R&D approach provides an expanding landscape of lending opportunities for the Company, as smaller companies are increasingly partnering with large pharmaceutical companies.
The pharmaceutical and biotechnology ecosystem has evolved to one where innovation and commercialisation, which was once centralised in fewer than 100 big pharmaceuticals, has now spread among more than 5,000 academic labs, government-funded entities and more than 5,000 biotech companies. The pool of creditworthy borrowers has increased exponentially.
INVESTMENT MANAGER'S REPORT
An attractive investment environment to build on past performance
INTRODUCTION TO THE INVESTMENT MANAGER
Pharmakon Advisors, the Company's Investment Manager, was founded in 2009 and has invested $3.0 billion in 32 transactions on behalf of its clients.
Pharmakon prides itself on its ability to identify and structure investments that meet its target returns while minimising risk through its rigorous diligence process and industry expertise.
As at 31 December 2018, Pharmakon clients included four previous BioPharma Funds (I, II, III and IV) and seven managed co-investor accounts. The four BioPharma Funds have now reached the end of their investment period and are expected to generate net returns ranging from 7% to 11% with zero defaults.
The Pharmakon team has extensive expertise investing in debt and other cash flows backed by life sciences products.
Through a shared services agreement with Royalty Pharma, Pharmakon has access to the complementary expertise of the team behind the market-leading investor in pharmaceutical royalties. Royalty Pharma, an affiliate of Pharmakon, was established in 1996 and acquires revenue-producing intellectual property, with over $17 billion in royalty assets.
INVESTMENT UPDATE
Pharmakon is pleased to present an update on the Company's portfolio and investment outlook. We are delighted with the results over the past year and look forward to a productive 2019, a year that will mark Pharmakon's 10-year anniversary as the leading investor in life sciences debt. The Company's existing portfolio investments continued to perform well and in line with expectations. Pharmakon's continued engagement with multiple potential counterparties resulted in the execution of three new transactions during the year, investing $494.2 million.
In addition, BioPharma Credit disbursed an additional $164.4 million during the year in relation to prior funding commitments, bringing the total amount invested during the year to $658.6 million. The Company also raised a total of $469.4 million, consisting of 164.4 million ordinary shares converted from the C shares and 297.6 million new ordinary shares at a price of $1.025 each.
Investments
Amicus Therapeutics.
Amicus has commercial operations in the United States, Europe, Japan and several other geographies in which it currently markets Galafold(R) (migalastat HCl) for Fabry disease with sales of $91 million during 2018. As at 28 February 2019, Amicus had a market capitalisation of $2,707 million.
On 20 September 2018, the Company entered into a definitive senior secured loan agreement for $150 million with Amicus Therapeutics, Inc (NASDAQ: FOLD) ("Amicus"), a commercial stage, rare metabolic disease-focused biopharmaceutical company. The $150 million loan has a five-year maturity and will be interest only for the first four years. The loan bears interest at 3-month Libor plus 7.5 per cent. (subject to certain caps) and includes 2 per cent. additional consideration. Amicus can prepay the loan at any time subject to a two year make-whole premium and prepayment fees.
Investment type Date Secured loan September 2018 Loan amount Company investment $150m $150m Maturity 28 September 2023
Sebela Pharmaceuticals, Inc.
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 for the year ended 31 December 2018. As at 31 December 2018, the principal amount outstanding of the Company's investment was $188.7 million.
On 1 May 2018, the Company was lead arranger of 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 began amortising in the third quarter of 2018 and fully matures in December 2022. The loan bears interest at 3-month Libor (uncapped) plus a single-digit spread and includes additional consideration.
Investment type Date Secured loan April 2018 Loan amount Company investment $316m $194m Maturity 1 May 2023
Novocure(TM)
Novocure manufactures and sells the Optune system, a cancer treatment centred 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 7 January 2019, Novocure reported unaudited revenues of $248.0 million for the year ended 31 December 2018 a 40 per cent. increase over 2017. Novocure invests meaningfully in R&D and has late stage trials (Phase III pivotal studies) underway for TTFields in brain metastases, non-small cell lung cancer and pancreatic cancer. Novocure is a commercial stage oncology company with a current market capitalisation of approximately $5,102 million as at 28 February 2019.
On 7 February 2018, the Company entered into a senior secured loan agreement for $150 million with Novocure Limited (NASDAQ: NVCR) ("Novocure").
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.
Investment type Date Secured loan February 2018 Loan amount Company investment $150m $150m Maturity 7 February 2023
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 $564 million as at 28 February 2019. The Company funded $124.5 million of the $150 million first tranche and Lexicon will not draw the $50 million second tranche. Lexicon markets Xermelo(R) (teloristat ethyl) for the treatment of carcinoid syndrome diarrhoea in the United States and has licensed Xermelo(R) to Ipsen Pharma SA for commercialisation in territories outside of the United States and Japan. Lexicon is also developing sotagliflozin for the treatment of type 1 and type 2 diabetes in partnership with Sanofi. 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.
On 1 November 2018, Lexicon reported sales of Xermelo of $6.3 million for the quarter ended 30 September 2018. In May 2018, the 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. On 17 January 2019, the Endocrinologic and Metabolic Drugs Advisory Committee of the FDA voted eight to eight on the question of whether the overall benefits of sotagliflozin outweighed the risks to support approval. While the FDA is not required to follow the committee's vote, the agency considers the committee's recommendations when making its decision, which is anticipated by 22 March 2019. In addition, Lexicon and Sanofi should be receiving feedback on sotagliflozin's potential approval from the European regulatory authorities during the first quarter of 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) through a purchase agreement dated 14 November 2017. As a result of the arrangements, RPI's subsidiary and the Company's subsidiary are each 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 during 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. As at 31 December 2018, the Company had funded three of the Purchased Payments based on sales from 1 January 2018 to 30 September 2018 for a total of $64.4 million out of the originally expected range.
Tesaro
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"). The Company funded $222 million of the $300 million first tranche on 6 December 2017 and $100 million of the $200 million second tranche on 29 June 2018 for a total investment of $322 million.
The Tesaro loan had a term of seven years and is secured by Tesaro's US rights to ZEJULA(R). The first $300 million tranche bore interest at Libor plus 8 per cent. and the second tranche bore interest at Libor plus 7.5 per cent. The Libor rate was subject to a floor of 1 per cent. and certain caps. Each tranche of the loan was interest only for the first two years, amortises over the remaining term.
Following its acquisition by GlaxoSmithKline, Tesaro repaid the $500 million loan on 23 January 2019. The Company received a payment of $370.0 million on its $322.0 million share of the loan, including the make-whole and prepayment premium totalling $45.8 million, or 14.2 per cent. of the $322.0 million investment, which is the equivalent of what the Company would have received had the loan remained outstanding for another fifteen months, approximately. The Company earned a 22.5 per cent. annualised rate of return on its Tesaro investment.
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. On 15 October 2018, the Company received its final payment on the RPS Note of $20.2 million, realising a 12.9 per cent. IRR. On 29 January 2019, the Company received $7.6 million as its final payment from BioPharma III, realising a 13.6 per cent. IRR.
Investment outlook
The life sciences industry is expected to continue to have substantial capital needs during the coming years as the number of products undergoing clinical trials continues to grow. All else being equal, companies seeking to raise capital are generally more receptive to straight debt financing alternatives at times when equity markets are soft, increasing the number and size of fixed-income investment opportunities for the Company, and will be more inclined to issue equity or convertible bonds at times when equity markets are strong. A good indicator of the life sciences equity market is the New York Stock Exchange Biotechnology Index ("BTK Index"). While 2017 was a very strong year with the BTK Index rising by 37 per cent., 2018 proved to be much more volatile. Having increased 28 per cent. through September 2018, the BTK Index saw most of those gains disappear during the last quarter, ending 2018 essentially at the same levels as it started the year.
Global equity issuance by life sciences companies during 2018 was $54.9 billion, a 0.5 per cent. increase from the $54.6 billion issued during 2017. US issuance of life sciences convertible bonds increased 52.1 per cent. from $5.5 billion during 2017 to $8.3 billion in 2018. The BTK index has recovered some gains during the first few weeks of 2019 but is still well below its September 2018 highs. Given this volatility in the equity markets, we anticipate an increased appetite for fixed income as a source of capital in 2019. As a result of the downside protection embedded in the debt nature of the Company's investments, the volatility in equity prices does not affect the value or quality of the assets in the portfolio.
Acquisition financing is a very important driver of capital needs in the life sciences industry in general and a key source of investment opportunities. An active M&A market helps drive opportunities for investors such as the Company, as acquiring companies need capital to fund acquisitions. In fact, two of the Company's investments during 2018, Amicus and Sebela, were driven by the need to fund acquisitions. Global life sciences M&A volume during 2018 was $270.2 billion, 41.5 per cent. more than the $190.9 billion witnessed during 2017, driven by an increase in biotech consolidation. Life sciences M&A was robust compared to the broader market, which saw a 13.0 per cent. decline. It is widely believed that this increase in M&A activity was caused by the uncertainty surrounding US tax reform, which was resolved in December 2017. We benefited from this increase in M&A and are encouraged by the number of M&A opportunities that are starting to build up and should lead to a more active market over the coming year.
In conclusion, there continues to be a robust pipeline of investment opportunities, but as usual, the timing of their execution is not completely within our control. We remain focused on our mission of creating the premier dedicated provider of debt capital to the life sciences industry while generating attractive returns and sustainable income to investors. Further, we remain confident of our ability to deliver attractive returns that will enable the Company to pay a robust dividend yield for our investors.
Pedro Gonzalez de Cosio
Co-founder and CEO, Pharmakon
4 March 2019
PORTFOLIO INFORMATION
Counterparty/ Fair value Expected % of
Asset borrower Underlying product(s) ($m) maturity net assets
--------------------------- --------------- --------------------------- ----------- --------- -----------
Limited partnership
interest in
BioPharma III:
Senior secured loan Valneva Ixiaro 6.6 2018 0
Other net assets 1.0 0
Limited partnership interest in
BioPharma III 7.6 0
-------------------------------------------- --------------------------- ----------- --------- -----------
Tesaro senior secured
loan Tesaro ZEJULA and VARUBI 322.0 2024 23
Lexicon senior secured
loan Lexicon XERMELO and Sotagliflozin 124.5 2022 9
Novocure senior secured
loan Novocure Optune 150.0 2023 11
Sebela senior secured
loan Sebela SUPREP 188.7 2022 14
BMS purchased payments Bristol-Myers Onglyza and Farxiga 64.4 2026 5
Amicus senior secured
loan Amicus Galafold 150.0 2023 11
--------------------------- --------------- --------------------------- ----------- --------- -----------
Total investments 1,007.2 73
------------------------------------------------------------------------- ----------- --------- -----------
Cash and cash equivalents 363.6 26
Other net assets 9.2 1
------------------------------------------------------------------------- ----------- --------- -----------
Gross assets 1,380.0 100
------------------------------------------------------------------------- ----------- --------- -----------
The above table excludes maximum unfunded commitments for the following investments:
1) Lexicon sales covenants necessary to drawdown the Tranche B commitment of $41.5 million have not been met. As at 31 December 2018, no outstanding commitment to Lexicon exists.
2) Bristol-Myers Squibb priority royalty tranche: $76 to $96 million.
See Recent Investments below for additional information on Tesaro and Lexicon senior secured loans.
Performance
Cumulative Performance (%) 1 month period 3 month period 6 month period
to to to
Since launch 31 December 2018 31 December 2018 31 December 2018
---------------------------- ------------- ------------------ ------------------ ------------------
Share price 6.50% 1.43% -0.93% 2.40%
---------------------------- ------------- ------------------ ------------------ ------------------
NAV per share(1) 2.49% -0.10% -0.96% -0.03%
---------------------------- ------------- ------------------ ------------------ ------------------
(1) As set out in the IPO Prospectus the opening NAV per share was 98 cents on the date of IPO.
STRATEGIC OVERVIEW
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.
Investment policy
The Company will seek to achieve its investment objective predominantly through direct or indirect exposure to Debt Assets.
The Company may acquire debt assets:
-- directly from the entity issuing the debt asset (a "Borrower"), which may be: (i) a company operating in the life sciences industry (a "LifeSci Company"); or (ii) an entity other than a LifeSci Company which directly or indirectly holds an interest in royalty rights to certain products, including any investment vehicle or special purpose vehicle ("Royalty Owner"); or
-- in the secondary market.
The Company may also invest in equity issued by a LifeSci Company, acquired directly from the LifeSci Company or in the secondary market.
"Debt Assets" will typically comprise:
Royalty debt instruments
Debt issued by a Royalty Owner where the Royalty Owner's obligations in relation to the Debt are secured as to repayment of principal and payment of interest by Royalty Collateral.
Priority royalty tranches
Contract with a Borrower that provides the Company with the right to receive payment of all or a fixed percentage of the future royalty payments receivable in respect of a Product (or Products) that would otherwise belong to the Borrower up to a fixed monetary amount or a pre-set rate of return, with such royalty payment being secured by Royalty Collateral in respect of that Product (or Products).
Senior secured debt
Debt issued by a LifeSci Company, and which is secured as to repayment of principal and payment of interest by a first priority charge over some or all of such LifeSci Company's assets, which may include: (i) Royalty Collateral; or (ii) other intellectual property and marketing rights to the Products of that LifeSci Company.
Unsecured debt
Debt issued by a LifeSci Company which is not secured or is secured by a second lien on assets of the Borrower.
Credit linked notes
Derivative instruments referencing Debt Assets, being a synthetic obligation between the Company and another party where the repayment of principal and/or the payment of interest is based on the performance of the obligations under the underlying Debt Assets.
"Royalty Collateral" means, with respect to a Debt Asset, (i) future payments receivable by the Borrower on a Product (or Products) in the form of royalty payments or other revenue sharing arrangements; or (ii) future distributions receivable by the Borrower based on royalty payments generated from a Product (or Products); or (iii) both limb (i) and limb (ii).
"Debt" includes loans, notes, bonds and other debt instruments and securities, including convertible debt, and Priority Royalty Tranches.
Borrowers will predominantly be domiciled in the US, Europe and Japan, though the Company may also acquire Debt Assets issued by Borrowers in other jurisdictions.
Investment restrictions and portfolio diversification
The Company will seek to create a diversified portfolio of investments by investing across a range of different forms of Debt Assets issued by a variety of Borrowers. In particular, the Company will observe the following restrictions when making investments in accordance with its investment policy:
-- no more than 30 per cent. of the Company's gross assets will be exposed to any single Borrower;
-- no more than 35 per cent. of the Company's gross assets will be invested in Unsecured Debt; and
-- no more than 15 per cent. of the Company's gross assets will be invested in equity securities issued by LifeSci Companies.
Each of these investment restrictions will be calculated at the time of each proposed investment. In the event that any of the above limits are breached at any point after the relevant investment has been made (for instance, as a result of any movements in the value of the Company's total assets), there will be no requirement to sell any investment (in whole or in part).
Cash management
The Company's uninvested capital may be invested in cash instruments or bank deposits for cash management purposes.
Hedging
The Company does not propose to enter into any hedging or other derivative arrangements other than as may from time to time be considered appropriate for the purposes of efficient portfolio management. The Company will not enter into such arrangements for investment purposes.
Business and status of the Company
The Company is registered in England as a public limited company and is an investment company in accordance with the provisions of Section 833 of the Companies Act 2006.
The principal activity of the Company is to carry on business as an investment trust. The Company intends at all times to conduct its affairs so as to enable it to qualify as an investment trust for the purposes of Sections 1158/1159 of the Corporation Tax Act 2010 ("S1158/1159"). The Directors do not envisage any change in this activity in the foreseeable future.
The Company has been granted approval from HM Revenue & Customs ("HMRC") as an investment trust under S1158/1159 and will continue to be treated as an investment trust company, subject to there being no serious breaches of the conditions for approval. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 December 2018 so as to be able to continue to qualify as an investment trust.
The Company has a wholly-owned subsidiary, BPCR Ongdapa Limited, details of which can be found in Note 15 to the financial statements.
Key performance indicators
The Company assesses its performance in meeting its investment objectives using the following Key Performance Indicators ("KPIs"):
NAV performance
The NAV at 31 December 2018 was $1.0044 per Share, compared to $1.0091 per Share at 31 December 2017.
A full description of the Company's performance for the year ended 31 December 2018 is included in the Investment Manager's Report above.
Share price return
The Company's Share price at 31 December 2018 was $1.0650, giving a return since 31 December 2017 of 1.7 per cent.
Share price premium to NAV per Share
The Company's Share price was at a premium to the NAV per Share consistently throughout the year, ending the period at a premium of 6.0 per cent. The daily closing price of the Company's Shares ranged from $1.01 - $1.12 throughout the year.
If the Share price declines to a point where the Shares trade on average at a discount to NAV per Share in excess of 5 per cent. in any three-month rolling period, the Company has certain discount control mechanisms in place, one of which requires the Company to repurchase Shares until such time as the Share price discount to NAV per Share moves below 1 per cent.
Dividend yield
The Company declared and paid dividends during the year in line with the expected 7 per cent. annual yield as disclosed in its IPO Prospectus dated 1 March 2017.
Ongoing charges
The Company's ongoing charges ratio is shown in the table below.
Year ended Period ended
31 December 2018 31 December 2017
% %
--------------------------------------- ----------------- -----------------
Ongoing charges excluding performance
fee* 1.2 1.2
Performance fee 0.8 N/A
Ongoing charges including performance 2.0 N/A
fee
--------------------------------------- ----------------- -----------------
* Ongoing charges are the Company's expenses (excluding performance fees) expressed as a percentage of its average monthly net assets and follow the AIC recommended methodology.
Dividends
Dividends totalling 7.94 cents per Ordinary Share, including a special dividend of 1 cent, have been paid during the year ended 31 December 2018.
RISK MANAGEMENT AND THE INTERNAL CONTROL ENVIRONMENT
Board
Responsibilities
The Board, when setting the risk management strategy, also determines the nature and extent of the significant risks and its risk appetite in implementing this strategy. A formal risk identification and assessment process has been in place since the IPO, resulting in a risk framework document which summarises the key risks and their mitigation
Audit and Risk Committee
Responsibilities
The Board undertakes a formal risk review with the assistance of the Audit and Risk Committee at least twice a year in order to robustly assess the effectiveness of the Company's risk management and internal control systems. During the course of its review in respect of the year ended 31 December 2018, the Board has not identified, nor been advised of any failings or weaknesses which it has determined to be of a material nature. The principal risks and uncertainties the Company faces are set out below.
Principal risks and uncertainties
The Board of Directors has overall responsibility for risk management and internal control of the Company. The Board recognises that risk is inherent in the operation of the Company and that effective risk management is key to the success of the organisation. The Board has delegated responsibility for the assurance of the risk management process and the review of mitigating controls to the Audit and Risk Committee.
The principal risks and the Company's policies for managing these risks are set out below and the policy and practice with regard to financial instruments are summarised in Note 17 to the financial statements.
Risk Description and mitigation
---------------------- ------------------------------------------------------------
Failure to The target returns are targets only and are based
achieve target on financial projections that are themselves based
returns on assumptions regarding market conditions, economic
environment, availability of investment opportunities
and investment-specific assumptions that may not
be consistent with conditions in the future.
The Company seeks to achieve its investment objective
predominantly through direct or indirect exposure
to debt assets. Debt assets typically comprise
royalty debt instruments, priority royalty tranches,
senior secured debt, unsecured debt and credit-linked
notes. A variety of factors, including lack of
attractive investment opportunities, defaults
and prepayments under debt assets, inability of
the Company to obtain debt at an appropriate rate,
changes in the life sciences industry, exchange
rates, government regulations, the non-performance
(or underperformance) of any life sciences product
(or any life sciences company) could adversely
impact the Company's ability to achieve its investment
objective and deliver the target returns. A failure
by the Company to achieve its target returns could
adversely impact the value of the Shares and lead
to a loss of investment.
The Company has an investment policy to achieve
a balanced investment with a diversified asset
base and has investment restrictions in place
to limit exposure to potential risk factors. These
factors enable the Company to build a diversified
portfolio that should deliver returns that are
in line with its stated target return.
---------------------- ------------------------------------------------------------
The success In accordance with the Investment Management Agreement,
of the Company the Investment Manager is responsible for the
depends on investment management of the Company's assets.
the ability The Company does not have its own employees and
and expertise all of its Directors are appointed on a non-executive
of the Investment basis. All investment and asset management decisions
Manager are made by the Investment Manager (or any delegates
thereof) and not by the Company or the Directors
and, accordingly, the Company is completely reliant
upon, and its success depends on, the Investment
Manager and its personnel, services and resources.
The Investment Manager is required, under the
terms of the Investment Management Agreement,
to perform in accordance with the Service Standard.
The Investment Manager does not submit individual
investment decisions to the Board for approval
and the Board does not supervise the due diligence
performed by the Investment Manager. As part of
its asset management decisions, the Investment
Manager may from time to time make commitments
for future investments for which the Company may
need to raise funds in the future by issuing equity
and/or debt or by selling all or part of other
investments to raise liquidity.
The Company is entitled to terminate the Investment
Management Agreement if the Investment Manager
has (i) committed fraud, gross negligence or wilful
misconduct in the performance of its obligations
under the Investment Management Agreement, or
(ii) breached its obligations under the Investment
Management Agreement, and the Company is reasonably
likely to suffer a loss arising directly or indirectly
out of or in connection with such breach of an
amount equal to or greater than 10 per cent. of
the NAV as at the date of the breach. The Investment
Management Agreement may also be terminated at
the Company's discretion on not less than six
months' notice to the Investment Manager, such
notice not to expire earlier than: (i) 36 months
following Admission, unless approved by Shareholders
by ordinary resolution; and (ii) 18 months following
Admission, in any event.
Under the terms of the Investment Management Agreement,
the Investment Manager is only liable to the Company
(and will only lose its indemnity) if it has committed
fraud, gross negligence or wilful misconduct or
acted in bad faith, or knowingly violated applicable
securities' laws. The performance of the Company
is dependent on the diligence, skill and judgement
of certain key individuals at the Investment Manager,
including Pedro Gonzalez de Cosio and other senior
investment professionals and the information and
investments' pipeline generated through their
business development efforts. On the occurrence
of a Key Person Event (as defined in the Investment
Management Agreement), the Company may be entitled
to terminate the Investment Management Agreement
with immediate effect (subject to the Investment
Manager's right to find an appropriate replacement
to be approved by the Board (such approval not
to be unreasonably withheld or delayed) within
180 days)). However, if the Company elects to
exercise this right, it would be required to pay
the Investment Manager a termination fee equal
to either 1 per cent. or 2 per cent. of the invested
NAV (depending on the reason for the Key Person
Event), as at the date of such termination. If
the Company elects not to exercise this right,
the precise impact of a Key Person Event on the
ability of the Company to achieve its investment
objective and target returns cannot be determined
and would depend inter alia on the ability of
the Investment Manager to recruit individuals
of similar experience, expertise and calibre.
There can be no guarantee that the Investment
Manager would be able to do so and this could
adversely affect the ability of the Company to
meet its investment objective and target returns
and may adversely affect the NAV and Shareholder
returns and result in a substantial loss of a
Shareholder's investment.
Pharmakon Advisors, the Investment Manager, has
extensive expertise and a track record of successfully
investing in debt and other cash flows backed
by life sciences products. The Investment Management
Agreement provides attractive incentives for the
Investment Manager to perform prudently and in
the best interests of the Company. In addition,
the Investment Manager and its affiliates own
approximately 7 per cent. of the Company as at
31 December 2018, creating a strong alignment
of interests between the Investment Manager and
its affiliates and Shareholders of the Company.
---------------------- ------------------------------------------------------------
The Company From time to time, the Company may commit to make
may from time future investments for which the Company will
to time commit need to raise funds by issuing equity and/or debt,
to make future or by selling all or part of other investments.
investments Investment opportunities may require the Company
that exceed to fund transactions in two or more tranches,
its current with the later tranches to be funded six or more
liquidity months in the future. Refusing to offer such later
tranches would decrease the attractiveness of
the Company's investment proposals and harm the
Company's ability to successfully deploy its capital.
Requiring the Company to maintain low-yielding
cash balances sufficient to fund all such later
tranches at the time of the initial commitment
would decrease the average yield on the Company's
assets, adversely impacting the returns to investors,
and may also result in missed investment opportunities.
However, in order to fund all such later tranches,
the Company could be forced to issue debt, sell
assets or renegotiate with the party to which
it has committed the funding on unattractive terms.
Furthermore, there can be no assurance that the
Company will always be able to raise sufficient
liquidity (by issuing equity and/or debt, or by
selling investments) to meet its funding commitments.
If the Company were to fail to meet its funding
commitments, the Company could be in breach of
its contractual obligations, which could adversely
affect the Company's reputation, could result
in the Company facing legal action from its counterparty,
and could adversely affect the Company's financial
results.
Pharmakon Advisors, the Investment Manager, together
with its affiliate Royalty Pharma, believes that
the risks associated with such unfunded commitment
is manageable without undue risk. Pharmakon Advisors
has extensive expertise in raising debt secured
by cash flows from life sciences products and
has extensive relationships with banks and other
financial institutions who can be called on to
provide debt financing to the Company in order
to raise liquidity. In addition, Pharmakon Advisors
has expertise purchasing and selling life sciences
debt assets in the secondary market and has extensive
relationships with the major participants in the
life-sciences debt market who would be the likely
purchasers of any assets offered for sale by the
Company in order to raise liquidity.
---------------------- ------------------------------------------------------------
The Investment Returns on the shareholders' investments will
Manager's depend upon the Investment Manager's ability to
ability to source and make successful investments on behalf
source and of the Company. There can be no assurance that
advise appropriately the Investment Manager will be able to do so on
on investments an ongoing basis. Many investment decisions of
the Investment Manager will depend upon the ability
of its employees and agents to obtain relevant
information. There can be no guarantee that such
information will be available or, if available,
can be obtained by the Investment Manager and
its employees and agents. Furthermore, the Investment
Manager will often be required to make investment
decisions without complete information or in reliance
upon information provided by third parties that
is impossible or impracticable to verify. For
example, the Investment Manager may not have access
to records regarding the complaints received regarding
a given life science product or the results of
R&D related to products. Furthermore, the Company
may have to compete for attractive investments
with other public or private entities, or persons,
some or all of which may have more capital and
resources than the Company. These entities may
invest in potential investments before the Company
is able to do so or their offers may drive up
the prices of potential investments, thereby potentially
lowering returns and, in some cases, rendering
them unsuitable for the Company. An inability
to source investments would have a material adverse
effect on the Company's profitability, its ability
to achieve its target returns and the value of
the Shares.
The Investment Manager believes that sourcing
investments is one of its competitive advantages.
The Investment Manager's professionals, together
with those at its affiliate Royalty Pharma, accessible
through the Shared Services Agreement, have complementary
scientific, medical, licensing, operating, structuring
and financial backgrounds which the Investment
Manager believes provide a competitive advantage
in sourcing, evaluating, executing and managing
credit investments in the life sciences industry.
---------------------- ------------------------------------------------------------
There can Under the terms of the Investment Management Agreement,
be no assurance the Investment Management Agreement may be terminated
that the Board by: (A) the Investment Manager on not less than
will be able six months' notice to the Company, such notice
to find a not to expire earlier than 18 months following
replacement Admission; or (B) the Company on not less than
investment six months' notice to the Investment Manager,
manager if such notice not to expire earlier than: (i) 36
the Investment months following Admission, unless approved by
Manager resigns Shareholders by ordinary resolution; and (ii)
18 months following Admission, in any event. The
Board would, in these circumstances, have to find
a replacement investment manager for the Company
and there can be no assurance that a replacement
with the necessary skills and experience would
be available and/or could be appointed on terms
acceptable to the Company. In this event, the
Board may have to formulate and put forward to
Shareholders proposals for the future of the Company
which may include its merger with another investment
company, reconstruction or winding up. It is possible
that, following the termination of the Investment
Manager's appointment, the Investment Manager
will continue to have a role in the investment
management of certain assets, where a debt asset
is shared with one or more other entity managed
by the Investment Manager that continue to retain
the Investment Manager's services.
In the event the Investment Manager resigns, the
Board will put forward to Shareholders proposals
for the future of the Company which may include
its merger with another investment company, reconstruction
or winding up. Entities affiliated with the Investment
Manager own approximately 7 per cent. of the Company
as at 31 December 2018. This affiliate ownership
level, coupled with the fact that the Investment
Manager is fairly compensated, provide further
incentive for them to remain as Investment Manager
to the Company.
---------------------- ------------------------------------------------------------
Concentration The Company's published investment policy allows
in the Company's the Company to invest up to 30 per cent. of the
portfolio Company's assets in a single debt asset or in
may affect debt assets issued to a single borrower. While
the Company's the investment limits in the investment policy
ability to have been set keeping in mind the debt capital
achieve its requirements of the life sciences industry and
investment the investment opportunities available to the
objective Investment Manager, it is possible that the Company's
portfolio may be significantly concentrated at
any given point in time.
Concentration in the Company's portfolio may increase
certain risks to which the Company is subject,
some or all of which may be related to events
outside the Company's control. These would include
risks around the creditworthiness of the relevant
borrower, the nature of the debt asset and of
any life sciences product(s) in question. The
occurrence of these situations may result in greater
volatility in the Company's investments and, consequently,
its NAV, and may materially and adversely affect
the performance of the Company and the Company's
returns to shareholders. Such increased concentration
of the Company's assets could also result in greater
losses to the Company in adverse market conditions
than would have been the case with a less concentrated
portfolio, and have a material adverse effect
on the Company's financial condition, business,
prospects and results of operations and, consequently,
the Company's NAV and/or the market price of the
Shares.
---------------------- ------------------------------------------------------------
Life sciences The biopharmaceutical and pharmaceutical industries
products are are highly competitive and rapidly evolving. The
subject to length of any life sciences product's commercial
intense competition life cannot be predicted. There can be no assurance
and various that the life sciences products will not be rendered
other risks obsolete or non-competitive by new products or
improvements made to existing products, either
by the current marketer of the life sciences products
or by another marketer. Adverse competition, obsolescence
or governmental and regulatory life sciences policy
changes could significantly impact royalty revenues
of life sciences products which serve as the collateral
or other security for the repayment of obligations
outstanding under the Company's investments. If
a life sciences product is rendered obsolete or
non-competitive by new products or improvements
on existing products or governmental or regulatory
action, such developments could have a material
adverse effect on the ability of the borrower
under the relevant debt asset to make payment
of interest on, and repayments of the principal
of, that debt asset, and consequently could adversely
affect the Company's performance. If additional
side effects or complications are discovered with
respect to a life sciences product, and such life
sciences product's market acceptance is impacted
or it is withdrawn from the market, continuing
payments of interest on, and repayment of the
principal of, that debt asset may not be made
on time or at all. It is possible that over time
side effects or complications from one or more
of the life sciences products could be discovered,
and, if such a side effect or complication posed
a serious safety concern, a life sciences product
could be withdrawn from the market, which could
adversely affect the ability of the borrower under
the relevant debt asset to make continuing payments
of interest on, and repayment of the principal
of, that debt asset, in which case the Company's
ability to make distributions to investors may
be materially and adversely affected.
Furthermore, if an additional side effect or complication
is discovered that does not pose a serious safety
concern, it could nevertheless negatively impact
market acceptance and therefore result in decreased
net sales of one or more of the life sciences
products, which could adversely affect the ability
of borrowers under the relevant debt asset(s)
to make continuing payments of interest on, and
repayment of the principal of, that debt asset(s),
in which case the Company's ability to make distributions
to investors may be materially and adversely affected.
The Investment Manager engages in a thorough diligence
process before entering into any debt instrument
with the counterparty and interacts with each
counterparty as needed to evaluate the status
of its investment on an ongoing basis.
---------------------- ------------------------------------------------------------
Investments Debt instruments are subject to credit and interest
in debt obligations rate risks. Credit risk refers to the likelihood
are subject that the borrower will default in the payment
to credit of principal and/or interest on an instrument.
and interest Financial strength and solvency of a borrower
rate risks are the primary factors influencing credit risk.
In addition, lack or inadequacy of collateral
or credit enhancement for a debt asset may affect
its credit risk. Credit risk may change over the
life of an instrument. Interest rate risk refers
to the risks associated with market changes in
interest rates. Interest rate changes may affect
the value of a debt asset indirectly (especially
in the case of fixed rate debt assets) and directly
(especially in the case of debt assets whose rates
are adjustable). In general, rising interest rates
will negatively impact the price of a fixed rate
debt asset and falling interest rates will have
a positive effect on price. Adjustable rate instruments
also react to interest rate changes in a similar
manner although generally to a lesser degree (depending,
however, on the characteristics of the reset terms,
including the index chosen, frequency of reset
and reset caps or floors, among other factors).
Interest rate sensitivity is generally more pronounced
and less predictable in instruments with uncertain
payment or prepayment schedules. In addition,
interest rate increases generally will increase
the interest carrying costs to the Company (or
any entity through which the Company invests)
of leveraged investments.
The Company will often seek to be a secured lender
for each Debt Asset. However, there is no guarantee
that the relevant borrower will repay the loan
or that the collateral will be sufficient to satisfy
the amount owed under the relevant Debt Asset.
Credit risk will be assessed on an ongoing basis
along with interest rate risk, and is further
mitigated by the Company's investment policy permitting
up to 30 per cent. of the Company's assets to
be invested in a single Debt Asset or in Debt
Assets issued to a single borrower. Interest rate
risk can be managed in a variety of ways, including
with the use of derivatives.
---------------------- ------------------------------------------------------------
Counterparty The Company intends to hold debt assets that will
risk generate an interest payment. There is no guarantee
that any borrower will honour their obligations.
The default or insolvency of such borrowers may
substantially affect the Company's business, financial
condition, results of operations, the NAV and
Shareholder returns.
The Company will often seek to be a secured lender
for each Debt Asset. However, there is no guarantee
that the relevant borrower will repay the loan
or that the collateral will be sufficient to satisfy
the amount owed under the relevant Debt Asset.
---------------------- ------------------------------------------------------------
Sales of life There can be no assurance that any regulatory
sciences products approvals for indications granted to one or more
are subject life sciences products will not be subsequently
to regulatory revoked or restricted. Such revocation or restriction
actions that may have a material adverse effect on the sales
could harm of such products and on the ability of borrowers
the Company's under the relevant Debt Asset to make continuing
ability to payments of interest on, and repayment of the
make distributions principal of, that Debt Asset, in which case the
to investors Company's ability to make distributions to investors
may be materially and adversely affected. Changes
in legislation are monitored with the use of third-party
legal advisers and the Investment Manager will
maintain awareness of new approvals or revoked
approvals.
---------------------- ------------------------------------------------------------
Net asset Generally, there will be no readily available
values published market for a significant number of the Company's
will be estimates investments and hence, the majority of the Company's
only and may investments are not valued based on market-observable
differ materially inputs.
from actual
results The valuations used to calculate the NAV on a
monthly basis will be based on the Investment
Manager's unaudited estimated fair market values
of the Company's investments. It should be noted
any such estimates may vary (in some cases materially)
from the results published in the Company's financial
statements (as the figures are published at different
times) and that they, and any NAV figure published,
may vary (in some cases materially) from realised
or realisable values.
The Investment Manager sends valuations on a monthly
basis to the administrator for calculation of
the NAV. The NAV is prepared by the administrator
on the basis of information received from the
Investment Manager and, once finalised, is reviewed
and approved by a representative of the Investment
Manager. Once approved, the Investment Manager
notifies the Board and the NAV is released to
the market.
---------------------- ------------------------------------------------------------
Changes in Any change in the Company's tax status, or in
taxation legislation taxation legislation or practice in the UK, US
or practice or elsewhere, could affect the value of the Company's
may adversely investments and the Company's ability to achieve
affect the its investment objective, or alter the post-tax
Company and returns to Shareholders. It is the intention of
the tax treatment the Directors to conduct the affairs of the Company
for Shareholders so as to satisfy the conditions for approval of
investing the Company by HMRC as an investment trust under
in the Company section 1158 of the Corporation Tax Act 2010 (as
amended) and pursuant to regulations made under
Section 1159 of the Corporation Tax Act 2010.
However, although the approval has been obtained,
neither the Investment Manager nor the Directors
can guarantee that this approval will be maintained
at all times. The Company has been granted approval
from HMRC as an investment trust and will continue
to have investment trust status in each subsequent
accounting period, unless the Company fails to
meet the requirements to maintain investment trust
status, pursuant to the regulations. For example,
it is not possible to guarantee that the Company
will remain a non-close company, which is a requirement
to maintain investment trust status, as the Shares
are freely transferable. Failure to maintain investment
trust status could, as a result, (inter alia)
lead to the Company being subject to UK tax on
its chargeable gains. Existing and potential investors
should consult their tax advisers with respect
to their particular tax situations and the tax
effects of an investment in the Company.
Environmental, human rights, employee, social and community issues
The Board recognises the requirement under the Companies Act 2006 to detail information about employees, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements do not apply to the Company as it has no employees, all the Directors are non-executive and it has outsourced all its functions to third-party service providers. The Company has therefore not reported further in respect of these provisions.
The Company is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and therefore, no further disclosure is required in this regard.
There are five Directors, four male and one female. Further information on the composition and operation of the Board is detailed in the full Annual Report.
The Strategic Report has been approved by the Board and signed on its behalf.
Jeremy Sillem
Chairman
4 March 2019
EXTRACTS FROM THE DIRECTORS REPORT
The Directors are pleased to present the Annual Report and financial statements for the year ended 31 December 2018.
Directors
The Directors in office at the date of this report are listed below:
Jeremy Sillem - Chairman
Colin Bond - Chairman of the Audit and Risk Committee
Duncan Budge - Director
Harry Hyman - Senior Independent Director
Stephanie Léouzon - Director
Share capital
At the general meeting held on 28 February 2017, the Company was granted authority to allot ordinary shares or C shares up to an aggregate nominal amount of $20 million on a non pre-emptive basis for a period of 5 years from the date of the resolution.
At the annual general meeting held on 29 June 2018, the Company was granted authority to purchase up to 14.99% of the Company's Ordinary Share capital in issue at that date, amounting to 137,046,499 Ordinary Shares. No Ordinary Shares have been bought back under this authority. This authority will expire at the conclusion of, and renewal will be sought at, the annual general meeting to be held on 19 June 2019.
On 14 March 2018, the Company published a prospectus in relation to an Initial Placing and Offer for Subscription of up to 500 million C Shares and a Placing Programme and Offer for Subscription of up to 2,000 million new ordinary shares and / or C shares.
On 13 April 2018, the Company issued 163,782,307 C Shares (with a nominal value of $1,637,823.07) at an issue price of $1.00 each, raising gross proceeds of approximately $164 million. The C Shares were issued to institutional investors and professionally advised private investors and were admitted to trading on the SFS of the LSE and to listing and trading on the Official List of The International Stock Exchange ("TISE") on 16 April 2018. The Company announced on 19 October 2018 that its C Shares would be converted into Ordinary Shares at a rate of 0.98984 Ordinary Shares for every C Share, resulting in 162,118,260 new Ordinary Shares. Any fractional entitlements were cancelled by the Company on the same date and accordingly, 162,118,260 new Ordinary Shares were admitted to trading on the SFS of the LSE and to listing and trading on the Official List of the TISE on 29 October 2018.
On 1 November 2018, the Company issued 297,560,976 Ordinary Shares (with a nominal value of $2,975,609.76) at a price of $1.025 each, raising gross proceeds of approximately $305 million. These Shares were issued pursuant to the prospectus published on 14 March 2018. The Shares were issued to institutional investors and professionally advised private investors and admitted to trading on the SFS of the LSE and to listing and trading on the Official List of the TISE on 5 November 2018.
As at the date of this report, the Company may allot further Ordinary Shares or C Shares up to an aggregate nominal amount of $6,244,038.87 under its existing authority.
At 31 December 2018, and as at the date of this report, there are 1,373,932,067 Ordinary Shares in issue, none of which are held in treasury. At general meetings of the Company, Shareholders are entitled to one vote on a show of hands and on a poll, to one vote for every Share held. The total voting rights of the Company at 31 December 2018 were 1,373,932,067.
Dividends
Dividends paid in respect of the year ended 31 December 2018 are set out in Note 6 to the financial statements.
Dividend policy
The Company pays dividends in US dollars or GBP Sterling, if requested by a specific Shareholder, on a quarterly basis. The Company may, where the Directors consider it appropriate, use the reserve created by the cancellation of its Share premium account to pay dividends.
The Company targets an annual dividend yield of 7 per cent. on the Ordinary Shares (calculated by reference to the issue price at IPO), together with a net total return on NAV of 8 to 9 per cent. per annum on the Ordinary Shares in the medium term.
Going concern
The Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company's ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements were approved.
Viability statement
The Board has assessed the principal risks facing the Company over a five-year period, including those that would threaten its business model, future performance, solvency or liquidity. The five-year period was selected to align with the average duration of the Company's existing investments. The Board has developed a matrix of risks facing the Company and has put in place certain investment restrictions which are in line with the Company's investment objective and policy in order to mitigate these risks as far as practicable. The principal risks which have been identified, and the steps taken by the Board to mitigate these risks are presented above.
The Company believes its borrowing capabilities provide further flexibility and help ensure it is in a position to finance its funding obligations in the event that internally generated cash flow in the period is insufficient to finance the unfunded portion of a lending commitment. The Board reviews the Company's financing arrangements quarterly to ensure that the Company is in a strong position to fund all outstanding commitments on existing investments as well as being able to finance new investments. In addition, the Board regularly reviews the prospects for the Company's portfolio and the pipeline of potential investment opportunities which provide comfort that the Company is able to continue to finance its activities for the medium-term future.
Based on this assessment, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five-year period.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In respect of the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRS as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed above confirm that, to the best of their knowledge:
-- the financial statements, which have been prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
-- the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Jeremy Sillem
Chairman
4 March 2019
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2017 and 31 December 2018 but is derived from those accounts. Statutory accounts for the year ended 31 December 2017 have been delivered to the Registrar of Companies, and those for the year ended 31 December 2018 will be delivered in due course. 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. The text of the Auditor's report can be found in the Company's full Annual Report and Financial Statements.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018
(In $000s except per Share amounts)
Period from 24 October 2016
(date of
incorporation) to 31 December
Year ended 31 December 2018 2017
-------------------------------- ----------------------------------
Note Revenue Capital Total Revenue Capital Total
---------------------------------- ----- ---------- --------- --------- ---------- ---------- ----------
Income
Investment income 3 92,091 - 92,091 33,218 - 33,218
Other income 3 4,582 - 4,582 3,774 - 3,774
Net gains on investments
at fair value 7 - 648 648 - 2,265 2,265
Currency exchange (losses)/gains - (38) (38) - 51 51
---------------------------------- ----- ---------- ---------- ----------
Total income 96,673 610 97,283 36,992 2,316 39,308
Expenses
Management fee 4 (10,765) - (10,765) (5,830) - (5,830)
Performance fee 4 (7,794) - (7,794) - - -
Directors' fees 4 (330) - (330) (250) - (250)
Other expenses 4 (4,158) (192) (4,350) (1,062) (471) (1,533)
---------------------------------- ----- ---------- ---------- ----------
Total expenses 4 (23,047) (192) (23,239) (7,142) (471) (7,613)
---------------------------------- ----- ---------- --------- --------- ---------- ---------- ----------
Return on ordinary activities
before finance costs
and taxation 73,626 418 74,044 29,850 1,845 31,695
Finance costs - general 4 (3) - (3) (4) - (4)
Finance costs - C Share
amortisation 13 (3,677) (218) (3,895) - - -
---------------------------------- ----- ---------- --------- --------- ---------- ---------- ----------
Return on ordinary activities
after finance costs and
before taxation 69,946 200 70,146 29,846 1,845 31,691
Taxation on ordinary
activities 5 - - - - - -
---------------------------------- ----- ---------- ---------- ----------
Return on ordinary activities
after finance costs and
taxation 69,946 200 70,146 29,846 1,845 31,691
---------------------------------- ----- ---------- --------- --------- ---------- ---------- ----------
Net revenue and capital
return per Ordinary Share
(basic and diluted) 11 $0.0707 $0.0002 $0.0709 $0.0389 $0.0024 $0.0413
---------------------------------- ----- ---------- --------- --------- ---------- ---------- ----------
The total column of this statement is the Company's Statement of Comprehensive Income prepared in accordance with 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 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.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018
(In $000s)
Total equity
attributable
Share Special to
For the year ended 31 December Share premium distributable Capital Revenue Shareholders
2018 Note capital account reserve* reserve reserve* of the Company
Net assets attributable
to Shareholders at 1 January
2018 9,143 150,379 734,356 1,845 26,851 922,574
Gross proceeds of Ordinary
Share issue 2,975 302,025 - - - 305,000
Proceeds following C Share
conversion to Ordinary
Shares 1,621 162,781 - - - 164,402
Ordinary Share issue costs - (8,005) - - - (8,005)
C Share conversion costs - (55) - - - (55)
Return on ordinary activities
after finance costs and
taxation - - - 200 69,946 70,146
Dividends paid to Ordinary
Shareholders 6 - - (47) - (73,993) (74,040)
------------------------------- -----
Net assets attributable
to Shareholders at 31
December
2018 13,739 607,125 734,309 2,045 22,804 1,380,022
------------------------------- ----- --------- --------- --------------- --------- ---------- ----------------
Total equity
For the period from 24 attributable
October 2016 (Date of Share Special to
Incorporation) Share premium distributable Capital Revenue Shareholders
to 31 December 2017 Note capital account reserve* reserve reserve* of the Company
Net assets attributable
to Shareholders at 24 October
2016 - - - - - -
Gross proceeds of Ordinary
Share issues 9,143 906,847 - - - 915,990
Ordinary Share issue costs - (17,447) - - - (17,447)
Transfer to special
distributable
reserve 14 - (739,021) 739,021 - - -
Share premium cancellation
costs 14 - - (41) - - (41)
Return on ordinary activities
after finance costs and
taxation - - - 1,845 29,846 31,691
Dividends paid to Ordinary
Shareholders 6 - - (4,624) - (2,995) (7,619)
------------------------------ -----
Net assets attributable
to Shareholders at 31
December
2017 9,143 150,379 734,356 1,845 26,851 922,574
------------------------------ ----- --------- ---------- --------------- --------- ---------- ----------------
* The special distributable and revenue reserves can be distributed in the form of a dividend.
The notes below form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
(In $000s except per Share amounts)
31 December 31 December
Note 2018 2017
---------------------------------------------- ----- ------------ ------------
Non-current assets
Investments at fair value through profit
or loss 7 1,007,265 569,630
Unlisted floating interest income receivable 8 988 -
---------------------------------------------- -----
1,008,253 569,630
Current assets
Trade and other receivables 8 21,448 5,038
Cash and cash equivalents 9 363,572 350,822
---------------------------------------------- -----
385,020 355,860
---------------------------------------------- -----
Total assets 1,393,273 925,490
---------------------------------------------- -----
Current liabilities
Trade and other payables 10 5,457 2,916
---------------------------------------------- -----
Total current liabilities 5,457 2,916
---------------------------------------------- ----- ------------ ------------
Total assets less current liabilities 1,387,816 922,574
---------------------------------------------- ----- ------------ ------------
Non-current liabilities
Deferred performance fee 10 7,794 -
---------------------------------------------- ----- ------------ ------------
7,794 -
---------------------------------------------- ----- ------------ ------------
Net assets 1,380,022 922,574
---------------------------------------------- ----- ------------ ------------
Represented by:
Share capital 14 13,739 9,143
Share premium account 14 607,125 150,379
Special distributable reserve 14 734,309 734,356
Capital reserve 2,045 1,845
Revenue reserve 22,804 26,851
---------------------------------------------- -----
Total equity attributable to Shareholders
of the Company 1,380,022 922,574
---------------------------------------------- ----- ------------ ------------
Net asset value per Ordinary Share (basic
and diluted) 12 $1.0044 $1.0091
---------------------------------------------- ----- ------------ ------------
The financial statements of BioPharma Credit PLC registered number 10443190 were approved and authorised for issue by the Board of Directors on 4 March 2019 and signed on its behalf by:
Jeremy Sillem
Chairman
The notes below form part of these financial statements.
CASH FLOW STATEMENT
For the year ended 31 December 2018
(In $000s)
Period from
24 October
2016
Year ended (date of incorporation)
31 December to 31 December
Note 2018 2017
----------------------------------------- ----- ------------- -------------------------
Cash flows from operating activities
Investment income received 75,491 28,872
Other income received 4,279 3,384
Investment management fee paid (9,575) (3,826)
Finance costs paid (5) (2)
Other expenses paid (3,052) (1,515)
----------------------------------------- ----- ------------- -------------------------
Cash generated from operations 16 67,138 26,913
Taxation paid - -
----------------------------------------- ----- ------------- -------------------------
Net cash flow generated from
operating activities 67,138 26,913
----------------------------------------- ----- ------------- -------------------------
Cash flow from investing activities
Purchase of investments (658,788) (548,728)
Redemptions of investments 221,801 115,474
Sales of investments - 19,385
----------------------------------------- ----- ------------- -------------------------
Net cash flow used in investing
activities (436,987) (413,869)
----------------------------------------- ----- ------------- -------------------------
Cash flow from financing activities
Gross proceeds of Ordinary Share
issue 14 305,000 762,508 Ordinary Share issue costs (8,797) (17,121) Dividends paid to Ordinary Shareholders 6 (74,040) (7,619) Gross proceeds of C Share issue 13 163,782 - C Share issue costs 13 (3,275) - C Share conversion costs (33) - Share premium cancellation costs - (41) ----------------------------------------- ----- ------------- ------------------------- Net cash flow generated from financing activities 382,637 737,727 ----------------------------------------- ----- ------------- ------------------------- Increase in cash and cash equivalents for the year/period 12,788 350,771 ----------------------------------------- ----- ------------- ------------------------- Cash and cash equivalents at start of period 350,822 - Revaluation of foreign currency balances (38) 51 ----------------------------------------- ----- ------------- ------------------------- Cash and cash equivalents at end of year/period 9 363,572 350,822 ----------------------------------------- ----- ------------- -------------------------
The notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 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 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 SEC under the United States Investment Advisers Act of 1940, as amended.
Pharmakon is authorised as an AIFM under the Alternative Investment Fund Managers Directive ("AIFMD").
2. ACCOUNTING POLICIES
a) Basis of preparation
The Company's annual financial statements cover the period from 1 January 2018 to 31 December 2018 and have been 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.
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 designated at fair value through profit or loss.
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 generates 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 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 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 equivalent to 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 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
Any C Share issued that meets the definition of a financial liability under IAS 32 'Financial Instruments: Presentation', rather than an equity instrument will be 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 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 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 Statement of Comprehensive Income until the Company's right to receive the income is established, when it is transferred to revenue within the 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 fees, which are paid on execution of the transaction. Income from additional consideration is recognised up front and is allocated to revenue within the 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 year which they are paid or approved by the Board and are reflected in the 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.
The performance fee is considered to be an annual fee and is only recognised at the end of each performance period. It is calculated in accordance with the details in note 4(b) below, any performance fee triggered whether payable or deferred is recognised in the Statement of Comprehensive Income. Where a performance fee is payable it is treated as a current liability in the Statement of Financial Position. Where a performance fee is deferred, it is treated a non-current liability in the Statement of Financial Position, it becomes payable to the Investment Manager at the end of the first performance period in respect to which the compounding condition is satisfied.
j) Trade and other receivables
Trade and other receivables do not accrue any 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 carry any interest and are measured at fair value through profit and loss.
m) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Corporation tax is recognised in the 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 year.
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 29 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 accounting estimates which will not always equal the actual results. The Directors also need to exercise judgement in applying the Company's accounting policies.
This note provide an overview of the areas that involve a higher degree of judgement or complexity and of items which are more likely to be materially adjusted due to estimates and judgements included in other notes, together with information about the basis of calculation for each line in the financial statements.
In particular, judgements and estimates are made in the determining the fair valuation of unquoted investments for which there is no observable market and may cause material adjustments to the carrying value of those investments. These are valued in accordance with note 2(d) above and using the valuation techniques described in note 7 below.
Also, judgements are made when determining any deferred performance fee, this may be affected by future changes in the Company's portfolio and other assets and liabilities. Any deferred performance fee is calculated in accordance with note 4(b) below and is recognised in accordance with note 2(i) above.
These judgements and estimates are reviewed on an ongoing basis. Revisions to these judgements and estimates are reviewed on an ongoing basis. Revisions are recognised prospectively.
p) New accounting standards effective since 1 January 2018
IFRS 9 'Financial Instruments'
The Directors have considered the implications of IFRS 9 which has replaced IAS 39 'Financial Instruments: Recognition and Measurement'. IFRS 9 changes the classification and measurement of financial assets and introduces an 'expected credit loss' model for impairment of financial assets. The adoption of IFRS 9 did not result in any change to the classification or measurement of the Company's Investments in either the current or comparative financial statements, as the investments remain classified at fair value.
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 or comparative financial statements for this accounting period.
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 31 December 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 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.
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
Year ended Period ended
31 December 31 December
2018 2017
$000 $000
---------------------------------------- ------------ -------------
Income from investments
US unfranked investment income from
BioPharma III 9,045 11,758
US fixed interest investment income 29,421 12,439
US floating interest investment income 44,724 1,468
US floating interest investment income 988 -
from subsidiary
Additional considerations received* 7,913 7,553
---------------------------------------- ------------ -------------
92,091 33,218
Other income
Interest from liquidity/money market
funds 4,198 3,600
Fixed term deposit interest 357 172
Other interest 27 2
---------------------------------------- ------------ -------------
4,582 3,774
---------------------------------------- ------------ -------------
Total income 96,673 36,992
---------------------------------------- ------------ -------------
* The Company's senior secured loan to Sebela, the second tranche of its senior secured loan to Tesaro and its senior secured loan to Amicus included additional consideration in the form of structuring income of $2,913,000, $2,000,000 and $3,000,000, respectively, which were paid upon the completion of the transaction or funding of each tranche, and are recognised as income in the period. Refer to Note 2(g). In 2017, the first tranches of the Company's senior secured loans to Tesaro and Lexion included additional consideration of $4,440,000 and $3,112,500, respectively.
4. FEES AND EXPENSES
EXPENSES
Year ended 31 December 2018 Period ended 31 December 2017
-------------------------------- ----------------------------------
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
Management fee (note 4a) 10,765 - 10,765 5,830 - 5,830
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
Performance fee (note 4b) 7,794 - 7,794 - - -
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
Directors' fees (note 4c) 330 - 330 250 - 250
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
Other expenses
Company Secretarial fee 85 - 85 59 - 59
Administration fee 121 - 121 66 - 66
Legal & professional fees 2,825 192 3,017 12 471 483
Public relations fees 245 - 245 255 - 255
Auditor's remuneration - Statutory
audit 357 - 357 256 - 256
Auditor's remuneration - Other
audit related services - Half-year
review 39 - 39 122 - 122
Auditor's remuneration - Other
audit related services - Initial
accounts - - - 28 - 28
Other expenses 486 - 486 264 - 264
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
4,158 192 4,350 1,062 471 1,533
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
Total expenses 23,047 192 23,239 7,142 471 7,613
------------------------------------- ---------- ---------- -------- ----------- ----------- --------
For the year ended 31 December 2018, the Auditor was also paid $352,000 for services performed in connection with the C Share issue and conversion and additional Share issue. This total is not included within the Auditor's remuneration figure above.
For the period ended 31 December 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 Auditors were also paid $176,000 for services performed in connection with the IPO. This amount is not included within the Auditor's remuneration figures above.
These amounts were recognised as part of Share issue costs in the Statement of Changes in Equity above.
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
Period from IPO in March 2017 to 19 September 2018
Subject to: (i) the NAV attributable to the Ordinary Shares as at the end of a performance period representing a minimum of 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 satisifed. 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 Manger shall be entitled to such a 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.
Effective from 19 September 2018
The Board of Directors approved an amendment, effective 19 September 2018, to the performance fee provisions. The amendment was 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 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 equal quarterly instalments for 2017 and 2018.
A breakdown of Directors' fees is provided in the Directors' Remuneration Report in the full Annual Report.
d) Finance costs
Year ended Period ended
31 December 2018 31 December 2017
$000 $000
--------------- ----------------- -----------------
Interest paid 3 4
--------------- ----------------- -----------------
3 4
--------------- ----------------- -----------------
Following the conversion of the C Shares, the amortisation of the C Share liability as at the conversion date, 30 September 2018, is shown as finance costs within the Statement of Comprehensive Income, the total of this amount is shown in Note 13 below.
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.
Year ended 31 December 2018 Period ended 31 December
2017
-------------------------------- -----------------------------
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
--------------------------------------- ---------- --------- --------- --------- -------- --------
Total return on ordinary activities
before taxation 69,946 200 70,146 29,846 1,845 31,691
--------------------------------------- ---------- --------- --------- --------- -------- --------
Theoretical tax at UK Corporation
tax rate of 19.00% (2017:19.36%*) 13,290 38 13,328 5,778 357 6,135
Effects of:
Capital items that are not taxable - (38) (38) - (357) (357)
Disallowed expenses 699 - 699 - - -
Tax deductible interest distributions (13,989) - (13,989) (5,778) - (5,778)
--------- -------- --------
Actual tax charge - - - - - -
--------------------------------------- ---------- --------- --------- --------- -------- --------
* The theoretical tax rate is calculated using a blended tax rate over the period.
At 31 December 2018, the Company had no unprovided deferred tax liabilities. At that date, based on current estimates and including the accumulation of net allowable losses, the Company had no unrelieved 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 for the foreseeable future to meet) the conditions for approval as an Investment Trust company.
6. DIVIDS
Dividend paid in respect of the period under review:
Year ended 31 December Period ended 31 December
2018 2017
--------------------------- -----------------------------
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
---------------------------------------- -------- -------- ------- ---------- --------- ------
In respect of the current year:
First interim dividend $0.0134 (2017:
$0.01) per Ordinary Share 12,306 - 12,306 2,995 4,624 7,619
Second interim dividend of $0.0175 per
Ordinary Share 15,999 - 15,999 - - -
Third interim dividend of $0.0175 per
Ordinary Share 18,837 - 18,837 - - -
In respect of the previous period:
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 - - -
---------------------------------------------- ------- --- ------- ------ ------ ------
73,993 47 74,040 2,995 4,624 7,619
---------------------------------------------- ------- --- ------- ------ ------ ------
Set out below are the interim dividends paid or proposed on Ordinary Shares in respect of the financial year, which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered.
Year ended 31 December Period ended 31 December
2018 2017
--------------------------- -----------------------------
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
---------------------------------------------- -------- -------- ------- --------- -------- --------
First interim dividend of $0.134 (2017:
$0.01) per Ordinary Share 12,306 - 12,306 2,995 4,624 7,619
Second interim dividend of $0.0175 (2017:
$0.01) per Ordinary Share 15,999 - 15,999 7,572 47 7,619
Third interim dividend of $0.0175 (2017:
$0.01) per Ordinary Share 18,837 - 18,837 9,143 - 9,143
Fourth interim dividend of $0.0175 (2017:
n/a) per Ordinary Share 22,804 1,240 24,044 - - -
Special dividend of $0.00177441(2017:$0.011)
per Ordinary Share - 2,438 2,438 10,136 - 10,136
---------------------------------------------- -------- -------- ------- --------- -------- --------
69,946 3,678 73,624 29,846 4,671 34,517
---------------------------------------------- -------- -------- ------- --------- -------- --------
On 21 February 2019, the Board approved a fourth interim dividend, for the year ended 31 December 2018, of $0.0175 per Ordinary Share and a special dividend of $0.0017741 per Ordinary Share, both payable on 29 March 2019. In accordance with IFRS, this dividend has not been included as a liability in these financial statements.
7. INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
As at As at
31 December 2018 31 December 2017
$000 $000
-------------------------------------------- ----------------- -----------------
Investment portfolio summary
Unlisted investments at fair value through
profit and loss 7,645 123,479
Unlisted fixed interest investment at
fair value through profit and loss 274,500 224,151
Unlisted floating interest investments
at fair value through profit and loss 725,120 222,000
-------------------------------------------- ----------------- -----------------
Closing fair value at the end of the
year 1,007,265 569,630
-------------------------------------------- ----------------- -----------------
Year ended 31 December 2018
-----------------------------------------------------------------------------
Unlisted fixed Unlisted floating Listed fixed
Unlisted interest interest interest
investments investments investments investments Total
$000 $000 $000 $000 $000
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Investment portfolio summary
Opening cost at beginning of year 123,487 224,151 222,000 - 569,638
Opening unrealised depreciation at
beginning of year (8) - - - (8)
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Opening fair value at beginning of
year 123,479 224,151 222,000 - 569,630
Movements in the year:
Purchases at cost - 150,000 508,788 - 658,788
Redemption proceeds (116,682) (99,651) (5,468) - (221,801)
Movement in unrealised
appreciation/(depreciation) 848 - (200) - 648
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Closing fair value at the end of
the year 7,645 274,500 725,120 - 1,007,265
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Closing cost at end of year 6,805 274,500 725,320 - 1,006,625
Closing unrealised
appreciation/(depreciation)
at end of year 840 - (200) - 640
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Closing fair value at the end of
the year 7,645 274,500 725,120 - 1,007,265
--------------------------------------- ------------ --------------- ------------------ ------------- -----------
Period ended 31 December 2017
-------------------------------------------------------------------------
Unlisted Unlisted floating Listed fixed
fixed
Unlisted interest interest interest
investments investments investments investments Total
$000 $000 $000 $000 $000
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Investment portfolio
summary
Opening cost at beginning - - - - -
of period
Opening unrealised appreciation
at beginning of period - - - - -
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Opening fair value at - - - - -
beginning of period
Movements in the period:
Purchases at cost 153,482 309,630 222,000 17,112 702,224
Redemption proceeds (29,995) (85,479) - - (115,474)
Sales - proceeds - - - (19,385) (19,385)
- realised gains on sales - - - 2,273 2,273
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Movement in unrealised
depreciation (8) - - - (8)
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Closing fair value at
the end of the period 123,479 224,151 222,000 - 569,630
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Closing cost at end of
period 123,487 224,151 222,000 - 569,638
Closing unrealised depreciation
at end of period (8) - - - (8)
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Closing fair value at
the end of the period 123,479 224,151 222,000 - 569,630
------------------------------------ ------------ ------------ ------------------ ------------- ----------
Analysis of investment gains/(losses)
Year ended Period ended
31 December 2018 31 December 2017
$000 $000
---------------------------------------------------- ----------------- -----------------
Realised gains on sale of investments - 2,273
Unrealised movement in appreciation/(depreciation) 648 (8)
648 2,265
---------------------------------------------------- ----------------- -----------------
Transaction costs, (incurred at the point of the transaction) incidental to the acquisition of investments totalled $Nil (2017: $303,000) and the disposals of investments totalled $Nil (2017:$Nil) for the year. In addition, legal fees incidental to the acquisition of investments totalled $193,000 (2017: $471,000) as disclosed in Note 4, have been reflected in the capital column in the 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 31 December 2018
----------------------------------------
Total Level Level Level
1 2 3
$000 $000 $000 $000
-------------------------------- ---------- -------- ------ ----------
Investment portfolio summary
Unlisted investments at fair
value through profit and loss 7,645 - - 7,645
Unlisted fixed interest at
fair value through profit
and loss 274,500 - - 274,500
Unlisted floating interest
investments at fair value
through profit and loss 725,120 - - 725,120
-------------------------------- ---------- -------- ------ ----------
1,007,265 - - 1,007,265
Liquidity/money market funds 359,808 359,808 - -
-------------------------------- ---------- -------- ------ ----------
Total 1,367,073 359,808 - 1,007,265
-------------------------------- ---------- -------- ------ ----------
As at 31 December 2017
-------------------------------------
Total Level Level Level
1 2 3
$000 $000 $000 $000
-------------------------------- -------- -------- ------- --------
Investment portfolio summary
Unlisted investments at fair
value through profit and loss 123,479 - - 123,479
Unlisted fixed interest 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 Unlisted floating
fixed
Unlisted interest interest
investments investments investments Total
31 December 2018 $000 $000 $000 $000
------------------------------ ------------ ------------ ------------------ ----------
Opening balance 123,479 124,500 222,000 469,979
Purchases - 150,000 508,788 658,788
Redemptions* (116,682) - (5,468) (122,150)
Change in unrealised
appreciation/(depreciation) 848 - (200) 648
------------------------------ ------------ ------------ ------------------ ----------
Closing balance at
31 December 2018 7,645 274,500 725,120 1,007,265
------------------------------ ------------ ------------ ------------------ ----------
* Redemptions are the proceeds received from the repayment of investments.
There were no transfers between levels during the year.
Valuation techniques
Unrealised gains and losses recorded on Level 2 and 3 financial instruments are reported in unrealised gain/(loss) on investments on the 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 valued at Level 3, 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 was a level 2 fair value measurement, was 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 31 December 2018 As at 31 December 2017
------------------ -------------------------------------------------- -----------------------------------------------------
Fair
value
at Level
3
financial Fair value
assets at sensitivity
fair to a 100bps
value increase
through in the
profit or discount
loss Valuation Unobservable Discount rate Valuation Unobservable Discount
Assets $000 technique input rate $000 technique input rate
------------------ ---------- ----------- ------------- ---------- ------------ ----------- ------------- -----------
Limited
partnership
interest in
BioPharma Discounted Discount
III 7,645 n/a n/a n/a n/a cash flow rate 9.3%-12.1%
Lexicon
Pharmaceuticals, Discounted Discount Discounted Discount
Inc. 124,500 cash flow rate 10.1% 120,826 cash flow rate 10.0%
Discounted Discount Discounted Discount
Tesaro, Inc. 322,000 cash flow rate 11.4% 312,943 cash flow rate 10.4%
Discounted Discount
Novocure 150,000 cash flow rate 10.6% 145,811 - - -
Discounted Discount
Sebela 188,711 cash flow rate 11.7% 185,622 - - -
Discounted Discount
Amicus 150,000 cash flow rate 11.1% 145,377 - - -
Discounted Discount
BMS 64,409 cash flow rate 8.1% 59,606 - - -
------------------ ---------- ----------- ------------- ---------- ------------ ----------- ------------- -----------
* The BioPharma III fair value balance as at 31 December 2018 represents a receivable. BioPharma III made a distribution for $7,645,000 on 31 January 2019. For this reason, no valuation technique is applicable.
8. TRADE AND OTHER RECEIVABLES
As at As at
31 December 2018 31 December
2017
$000 $000
------------------------------------- ----------------- ------------
Unlisted fixed interest income
receivable 2,864 2,863
Unlisted floating interest income
receivable 17,079 1,468
Interest accrued on liquidity/money
market funds 694 390
Share issue cost receivable 466 -
Other debtors 345 317
------------------------------------- ----------------- ------------
21,448 5,038
------------------------------------- ----------------- ------------
Non-current assets
Unlisted floating interest income
receivable from subsidiary 988 -
------------------------------------- ----------------- ------------
Total 22,436 5,038
------------------------------------- ----------------- ------------
9. CASH AND CASH EQUIVALENTS
As at As at
31 December 2018 31 December
2017
$000 $000
------------------------------ ----------------- ------------
Cash at bank 3,764 4,055
Liquidity/money market funds 359,808 346,767
------------------------------ ----------------- ------------
Total 363,572 350,822
------------------------------ ----------------- ------------
10. TRADE AND OTHER PAYABLES
As at As at
31 December 2018 31 December
2017
Current liabilities $000 $000
-------------------------- ----------------- ------------
Management fees accrual 3,194 2,004
Share issue costs 1 326
C Share conversion costs 22 -
Accruals 2,240 586
5,457 2,916
-------------------------- ----------------- ------------
Non-current liabilities
Deferred performance fee 7,794 -
-------------------------- ----------------- ------------
Total 13,251 2,916
-------------------------- ----------------- ------------
11. RETURN PER ORDINARY SHARE
Revenue return per Ordinary Share is based on the net revenue after taxation of $69,947,000 (2017: $29,846,000) and 989,147,473 (2017: 766,976,882) Ordinary Shares, being the weighted average number of ordinary shares for the year.
Capital return per Ordinary Share is based on net capital gains for the period of $199,000 (2017: $1,845,000) and on 989,147,473 (2017: 766,976,882) Ordinary Shares, being the weighted average number of Ordinary Shares for the year.
Basic and diluted return per Ordinary Share are the same as there are no arrangements in place which could have a dilutive effect on the Company's Ordinary Shares.
12. NET ASSET VALUE PER ORDINARY SHARE
The basic total net assets per ordinary share of $1.0044 is based on the net assets attributable to equity Shareholders at 31 December 2018 of $1,380,027,000 (2017: $922,574,000) and Ordinary Shares of 1,373,932,067 (2017: 914,252,831), being the number of Ordinary Shares in issue at 31 December 2018.
There is no dilution effect and therefore no difference between the diluted total net assets per Ordinary Share and the basic total net assets per Ordinary Share.
As at 31 December 2017, the NAV per Ordinary Share differs from the NAV prepared under AIC guidelines by $0.0076. This is 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.
13. C SHARES
Year ended
-------------------------------------------
31 December
-------------------------------------------
2018
$000
------------------------------------------- ------------
Balance at beginning of the year -
Gross proceeds of C Share issue 163,782
C Share issue costs (3,275)
Amortisation of C Share liability* 3,895
Balance of C Share liability converted to
Ordinary Shares (164,402)
------------------------------------------- ------------
Balance at end of the year -
------------------------------------------- ------------
* The amortisation of C Share liability represents the net return from the C Share, per the 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 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', these C Shares met the definition of a financial liability rather than equity instrument and were presented in the financial statements as a liability of the Company carried at amortised cost.
On 29 October 2018 the C Shares were converted to Ordinary Shares on the basis of a conversion ratio of 0.98984 Ordinary Shares for every C Share which gave a conversion rate of 989 Ordinary Shares for every 1,000 C Shares held.
The table below gives a summary of the movements in net assets of the C Share pool up to date of conversion:
Period ended
30 September
2018
-------------
C share
pool
$000
Balance at beginning of
the year -
Gross proceeds of C share
issue 163,782
C share issue costs (3,275)
Net income 4,669
Expenses (995)
Net gains on investments
at fair value 196
Currency exchange gains 25
Value of C shares on conversion
date 164,402
--------------------------------- -------------
Represented by:
As at
30 September 2018
C share
pool
$000
Investment at fair value
through profit or loss 148,315
Trade and other receivables 1,103
Cash and cash equivalents 15,621
Trade and other payables (637)
Value of C shares on conversion 164,402
--------------------------------- ------------------
14. SHARE CAPITAL
Year ended 31 December Period ended 31 December
2018 2017
-------------------------- ---------------------------
Number of
Number of shares $000 shares $000
---------------------------- ----------------- ------- ----------------- --------
Issued and fully paid:
Ordinary Shares of $0.01:
Balance at beginning of
the year 914,252,831 9,143 1 -
Ordinary Shares issued
on conversion of C Shares
- 29 October 2018 162,118,260 1,621 - -
Ordinary Share issue -
5 November 2018 297,560,976 2,975 - -
Initial Ordinary Share
issue - 27 March 2017 - - 526,747,199 5,268
Subsequent Ordinary Share
issue - 30 March 2017 - - 235,130,160 2,351
Further Ordinary Share
issue - 18 December 2017 - - 152,375,471 1,524
---------------------------- ----------------- ------- ----------------- --------
Balance at end of the
year / period 1,373,932,067 13,739 914,252,831 9,143
---------------------------- ----------------- ------- ----------------- --------
Total voting rights at 31 December 2018 was 1,373,932,067 (2017: 914,252,831).
The Company was incorporated with 1 Ordinary Share issued at $0.01 and 5,000,000 Redeemable Preference Shares issues at GBP0.01.
On 29 October 2018, 162,118,260 Ordinary Shares were issued following the conversion of the C Shares for a consideration of $164,402,000 representing the value of the C Share asset pool, the balance of C Shares were redeemed.
On 5 November 2018, a further issue of 297,560,976 Ordinary Shares took place, raising gross proceeds of $305,000,000.
The initial placing of 526,747,200 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 initial Ordinary Shares were admitted to the Official List of TISE and 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 Registrar of Company 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 31 December 2018, the special distributable reserve was $734,309,000.
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 issues costs of $15,237,000 relating to the initial and subsequent listings were offset against the share premium account. At 31 December 2018, the special distributable reserve was $734,309,000 (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 GBP50,000 were cancelled. At 31 December 2018, the Company held no Redeemable Preference Shares (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 (the "Purchased 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 an investment trust. The Company's investment in BPCR Ongdapa is recognised at fair value through profit and loss.
16. RECONCILIATION OF TOTAL RETURN FOR THE PERIOD BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period ended Period ended
31 December 31 December
2018 2017
--------------------------------------
$000 $000
-------------------------------------- ------------- -------------
Total return for the year before
taxation 70,146 31,691
Capital gains (610) (2,316)
Increase in trade receivables (16,931) (5,038)
Increase in trade payables* 10,638 2,590
Finance costs - C Share amortisation 3,895 -
Effective yield adjustment - (14)
-------------------------------------- ------------- -------------
Cash generated from operations 67,138 26,913
-------------------------------------- ------------- -------------
* For the year ended 31 December 2018, the increase differs from trade and other payables due to $1,000 (2017: $326,000) of Share issue costs forming part of financing activities. For the year ended 31 December 2018, the increase differs from trade and other receivables due to $466,000 (2017:Nil) of Share issue costs forming part of financing activities.
Analysis of net cash and net debt
At At
1 January Exchange 31 December
2018 Cash flow movement 2018
Net cash $000 $000 $000 $000
--------------------------- ----------- ---------- --------- ------------
Cash and cash equivalents 350,822 12,788 (38) 363,572
--------------------------- ----------- ---------- --------- ------------
At At
24 October Exchange 31 December
2016 Cash flow movement 2017
Net cash $000 $000 $000 $000
--------------------------- ----------- ---------- --------- ------------
Cash and cash equivalents - 350,771 51 350,822
--------------------------- ----------- ---------- --------- ------------
Following the conversion of the C Shares, there is no debt within the Company, therefore no net debt table is shown.
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 above 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 above.
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 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.
As at As at
31 December 2018 31 December 2017
-------------------------- -----------------------
10 per
10 per cent. cent.
Increase/ Increase/
decrease decrease
in in
market
Fair value market value Fair value value
Asset $000 $000 $000 $000
------------------------- ----------- ------------- ----------- ----------
Amicus Senior Secured
Loan 150,000 15,000 - -
BioPharma III 7,645 765 123,479 12,348
BMS Purchased Payments
(BPCR Ongdapa) 64,409 6,441 - -
------------------------- ----------- ------------- ----------- ----------
Lexicon Senior Secured
Loan 124,500 12,450 124,500 12,450
------------------------- ----------- ------------- ----------- ----------
Novocure Senior Secured
Loan 150,000 15,000 - -
RPS Note - - 99,651 9,965
Sebela Senior Secured
Loan 188,711 18,871 - -
Tesaro Senior Secured
Loan 322,000 32,200 222,000 22,200
Total 1,007,265 100,727 569,630 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 31 December 2018, the Company held cash balances in GBP Sterling of GBP245,000 ($312,000) (2017: GBP276,000) ($374,000) and in Euro of EUR1,000 ($2,000) (2017:$Nil ($Nil)).
The currency exposures (including non-financial assets) of the Company as at 31 December 2018:
Other net
assets/
Cash Investments (liabilities) Total
$000 $000 $000 $000
----------- -------- ------------ -------------- ----------
Sterling 312 - (52) 260
Euro 2 - - 2
US Dollar 363,258 1,007,265 9,237 1,379,760
----------- -------- ------------ -------------- ----------
363,572 1,007,265 9,185 1,380,022
----------- -------- ------------ -------------- ----------
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 $10,000 (2017: $45,000 decrease). A 10 per cent. decrease would have decreased net assets by the same amount (2017: increased by the same amount).
Interest rate risk
Interest rate risk is the risk that fair value of future 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 floating rate securities and unquoted loans; and
-- the level of income receivable on cash deposits and liquidity funds.
The Lexicon and Novocure loans and the RPS Note, prior to repayment in full in 2018, have a fixed interest rate and therefore are not subject to interest rate risk. At 31 December 2018, Lexicon and the Novocure loans represented, 9.02 per cent. and 10.87 per cent. of the Company's net assets, respectively (2017: 13.49 per cent. and Nil per cent, RPS Note 10.80 per cent).
The Tesaro loan, Sebela loan, Amicus loan, BMS Purchased Payments and cash and cash equivalents, including investments in liquidity funds, have a floating rate of interest. At 31 December 2018, these represented 23.33 per cent, 13.67 per cent, 10.87 per cent, 4.67 per cent and 26.35 per cent. of the Company's net assets, respectively. (2017: 24.06 per cent, Nil 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 year ended 31 December 2018 (2017: not material).
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. At 31 December 2018, the Company had cash and cash equivalents, including investments in liquidity funds with balances of $363,572,000 (2017: $350,822,000) and maximum unfunded commitments of $75,591,000 -$95,591,000 (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 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 and the non-current accrued income from its subsidiary. At 31 December 2018, the Company's maximum exposure to credit risk was $1,008,263,000 (2017: $569,630,000). The Company's concentration of credit risk by counterparty can be found in the Portfolio Information 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 GBP50,000;
The Company has complied with all the above requirements during this financial year.
18. RELATED PARTY TRANSACTIONS
The amount incurred in respect of management fees during the year ended 31 December 2018 was $10,765,000 (2017: $5,830,000), of which $3,194,000 was outstanding at 31 December 2018 (2017: $2,004,000). The amount due to the Investment Manager for performance fees at 31 December 2018 was $7,794,000 (2017: $Nil), all of which was outstanding at 31 December 2018 (2017: $Nil).
The amount incurred in respect of Director's fees during the year ended 31 December 2018 was $330,000 (2017: $413,000 ($163,000 of this figure has been included within Share issue costs)) of which $Nil was outstanding at 31 December 2018 (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 senior secured term loan agreement for $150,000,000 with Novocure Limited (NASDAQ: NVCR) ("Novocure"). The $150,000,000 loan will mature in February 2023 and bears interest at 9.0 per cent. per annum. Novocure used $100,000,000 of the net proceeds to entirely prepay the $100,000,000, 10.0 per cent. 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. In 2018, the Company recorded interest of $12,263,000 (2017: $Nil). The outstanding balance as at 31 December 2018 was $150,000,000 (2017: $Nil).
On 8 December 2017, the Company's wholly-owned subsidiary BPCR Ongdapa entered into a purchase, sale and assignment agreement with RPI Acquisitions (Ireland) Limited ("RPI Acquisitions"), an affiliate of Royalty Pharma, for the purchase of a 50 per cent. Interest in a stream of Purchased Payments acquired by RPI Acquisitions from Bristol-Myers Squibb through a purchase agreement dated 14 November 2017. As a result of the arrangements, RPI's subsidiary and the Company's subsidiary are each 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 $140,000,000 to $160,000,000 between 2018 and 2020, determined by product sales and will receive payments from 2020 through 2025 estimated to yield a return in the high single-digits per annum. The Company advanced $64,409,000 to RPI Acquisitions in 2018 (2017: $Nil) for the Purchased Payments. In 2018, the Company recorded interest of $988,000 (2017: $Nil).
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(R) 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 was 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 $124,500,000 of the first tranche on 18 December 2017 and Lexicon will not draw the second tranche. In 2018, the Company recorded interest of $11,361,000 (2017: $405,000). The outstanding balance as at 31 December 2018 was $124,500,000 (2017: $124,500,000).
On 21 November 2017, the Company and BioPharma IV entered into a definitive loan agreement for up to $500,000,000 with Tesaro, Inc. (NASDAQ: TSRO), an oncology focused biopharmaceutical company ("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 $148,000,000 of the $200,000,000 second tranche by 20 December 2018 at Tesaro's option with BioPharma IV committing to invest up to $130,000,000 in parallel with the Company acting as collateral agent. The Company funded $100,000,000 of the second tranche on 29 June 2018 and assigned its remaining $48,000,000 commitment to other investors. The loan has a term of seven periods and is secured by Tesaro's U.S. rights to ZEJULA(R) and VARUBI(R). The first $300,000,000 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 periods, amortises over the remaining term, and can be prepaid at Tesaro's discretion, at any time, subject to prepayment fees. In 2018, the Company recorded interest of $28,001,000 (2017: $1,468,000). The outstanding balance as at 31 December 2018 was $322,000,000 (2017: $222,000,000). Following its acquisition by GlaxoSmithKline, Tesaro repaid the $500,000,000 loan on 23 January 2019. The Company received a payment of $369,953,000 on its $322,000,000 share of the loan, including the make-whole and prepayment premium totalling $45,762,000.
During the period ended 31 December 2017, the Company entered into the RPS Note with RPS BioPharma Investments, LP on 30 March 2017 for $185,130,000. The Note, which was repaid in full in October 2018, bore interest at a fixed interest rate of 12 per cent, was scheduled to mature on 30 June 2026 and was secured by rights to royalty payments from 21 pharmaceutical products. In the year end 31 December 2018, the Company recorded $5,797,000 (2017: $11,758,000) of interest and amortisation payments of $99,651,000 (2017: $85,479,000). The outstanding balance as at 31 December 2018 was $Nil (2017: $99,651,000).
On 27 March 2017, the Company acquired a limited partnership interest in BioPharma III for $153,482,000. In 2018, the Company recorded $9,045,000 (2017: $11, 758,000) of investment income and repayments of $116,682,000 (2017: $29,995,000). The Company also recorded net gain on investments at fair value of $848,000 (2017: net loss of $8,000). The outstanding balance as at 31 December 2018 was $7,645,000 (2017: $123,479,000).
BioPharma III, BioPharma IV, RPS BioPharma Investments, LP, 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 31 December 2018, there were outstanding commitments of between $75,591,000 - $95,591,000 (2017: $329,500,000-$349,500,000) in respect of investments (see Note 18 for further details).
20. SUBSEQUENT EVENTS
Tesaro
Following its acquisition by GlaxoSmithKline, Tesaro repaid the $500 million loan on 23 January 2019. The Company received a payment of $370.0 million on its $322.0 million share of the loan, including the make-whole and prepayment premium totalling $45.8 million, or 14.2 per cent. of the $322.0 million investment, which is the equivalent of what the Company would have received had the loan remained outstanding for another fifteen months, approximately. The Company earned a 22.5 per cent. annualised rate of return on its Tesaro investment.
BioPharma III
On 29 January 2019, the Company received $7.6 million as its final payment from BioPharma III, realising a 13.6 per cent. IRR.
CORPORATE INFORMATION
Directors
Jeremy Sillem (Chairman)
Colin Bond
Duncan Budge
Harry Hyman
Stephanie Léouzon
Investment Manager and AIFM
Pharmakon Advisors L.P.
110 East 59th Street #3300
New York, NY 10022
USA
Administrator
Link Alternative 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
Tel: 01392 477500
Company Website
www.bpcruk.com
Financial and Strategic Communications
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
Independent Auditor
PricewaterhouseCoopers 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
National Storage Mechanism
A copy of the full Annual Report and Financial Statements will shortly be submitted to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:
www.morningstar.co.uk/uk/NSM
END
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
LEI: 213800AV55PYXAS7SY24
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR LLFFDVFISIIA
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March 05, 2019 02:00 ET (07:00 GMT)
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