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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.002 | -0.23% | 0.876 | 0.874 | 0.878 | 0.878 | 0.874 | 0.878 | 1,243,102 | 16:35:04 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 135.74M | 108.45M | 0.0833 | 10.44 | 1.13B |
From Apr 2019 to Apr 2024
TIDMBPCR
RNS Number : 1034L
BioPharma Credit PLC
04 September 2019
BIOPHARMA CREDIT PLC
(THE "COMPANY")
HALF-YEARLY REPORT FOR THE PERIODED 30 JUNE 2019
BioPharma Credit PLC (LSE: BPCR), a specialist life sciences debt investment trust, is pleased to present the Half-Yearly Report of the Company for the period ended 30 June 2019.
The full Half-Yearly Report and Financial Statements can be accessed via the Company's website at www.bpcruk.com or by contacting the Company Secretary by telephone on 01392 477500.
INVESTMENT HIGHLIGHTS
-- In the six-month period the Company made several investments that continued to diversify the investment portfolio:
o $165.7m invested in total
o $80m senior secured loan commitment to BioDelivery Sciences ("BDSI") on 23 May 2019:
-- The first tranche of $60m was drawn on 28 May 2019
-- The loan will mature in May 2025 and bears an interest at LIBOR plus 7.5 per cent., along with 2 per cent additional consideration
-- The second tranche of $20m is available to be drawn by May 2020 at BDSI's option
o $25m equity investment in BDSI acquired at a cost of $5.00 per share through participation in a public offering on 11 April 2019
o $38.6m further investment was funded to the commitment made in 2017 to acquire an interest in a stream of payments from Bristol Myers Squibb
o $21.3m invested in convertible notes of a publicly traded life sciences company based in the US.
Hot Features
Premium
-- GlaxoSmithKline completed its acquisition of TESARO Inc ("Tesaro") on 22 January:
o Triggering the early repayment of the Company's $322.0m loan
o Generating $45.8m in prepayment and other fees
o Earning for the Company a 22.5% annualised rate of return on its investment
-- During the half-year period the Company paid two quarterly dividends totalling $0.0368 per Ordinary Share against the targeted total distribution of 7 cents for the full year
-- As at 30 June 2019, the Company holds $612.9m in cash and cash equivalents and continues to anticipate deploying the majority of these resources in new investments by the end of 2019
FINANCIAL HIGHLIGHTS
ORDINARY SHARES ASSETS as at 30 June 2019 As at 30 June 2019 Share price Net assets $1.0600 $1,409.4m (31 December 2018: $1.0600) (31 December 2018: $1,380.4m) NAV per Share Leverage $1.0258 0% (31 December 2018: $1.0044) (31 December 2018: 0%) Premium to NAV per Share Target dividend 3.3% 7 cents per annum (31 December 2018: 6.0%) Shares in issue 1,373.9m (31 December 2018: 1,373.9m)
Portfolio Composition
($ in millions) As at 30 June As at 31 December
2019 2018
Sebela senior secured loan 164.8 188.7
Novocure senior secured loan 150.0 150.0
Amicus senior secured loan 150.0 150.0
Lexicon senior secured loan 124.5 124.5
BMS purchased payments 103.0 64.4
BioDelivery Sciences senior 83.3 -
secured loan and equity
Convertible bonds (undisclosed 21.3 -
issuer)
Cash and cash equivalents 612.9 363.6
Tesaro senior secured loan - 322.0
Limited partnership interest
in BioPharma III - 7.6
Other net assets (0.4) 9.2
-------------------------------- -------------- ------------------
Total net assets 1,409.4 1,380.0
-------------------------------- -------------- ------------------
Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors L.P., the Investment Manager of BioPharma Credit PLC said:
"We are pleased to report another period of strong progress defined by acquisition of Tesaro by GSK that earned a considerable 22.5% annualised rate of return for the Company on its largest investment. 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.
The significant cash resources currently held by the Company as a result of the Tesaro prepayment and the US$305m equity raise completed in November 2018 present a key opportunity to deploy capital against a considerable and growing pipeline. We continue to anticipate deploying the majority of these resources by the end of 2019 against a number of attractive opportunities and look forward to updating shareholders in the coming months on our progress.
The Company continued to generate considerable revenue income from its life sciences credit investment portfolio. These returns are delivering the targeted $0.07 annual dividend for our shareholders, offering our investors a long-term source of income drawn from the life sciences sector, uncorrelated to other markets."
Results presentation
As announced on 12 August 2019, a management presentation will be delivered at the offices of Buchanan, (107 Cheapside, London EC2V 6DN) at 09:30am GMT. A conference call facility will also be available, to request dial-in details, please RSVP henryw@buchanan.uk.com.
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 specialist debt investor to the life sciences industry and joined the LSE in March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
CORPORATE SUMMARY
Investment Objective
The Company aims to generate long-term shareholder returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry.
Structure
The Company is a closed-ended publicly limited company incorporated in the United Kingdom. It was registered in England and Wales under the Act on 24 October 2016. The Company is listed on the Specialist Fund Segment ("SFS") of the London Stock Exchange.
Investment Adviser
Pharmakon Advisors, the Company's Investment Manager, was founded in 2009 and has invested $1.9 billion in 27 transactions across four private funds and BioPharma Credit PLC through 31 December 2017. The first four funds are now fully invested. Drawing upon the expertise and successful track record of Pharmakon Advisors, the Company enjoys access to its extensive, industry-focused knowledge and contacts to source, analyse and structure attractive investment opportunities.
Through a shared services agreement with Royalty Pharma, founded in 1996, the Investment Manager is able to rely on the complementary expertise of the team behind the market leading investor in pharmaceutical royalties.
CHAIRMAN'S STATEMENT
DURING THE FIRST HALF OF 2019, THE COMPANY INVESTED $165.7 MILLION.
Introduction
During the first half of 2019, the Company invested $165.7 million. New commitments totalled $127.1 million, which included our first ever equity investment which was for $25.0 million into shares of BioDelivery Sciences International, Inc. ("BDSI"), a NASDAQ listed company. Further details are provided in the Investment Manager's report. In addition, the Company funded a further $38.6 million of the commitment it made in 2017 to acquire an interest in a stream of payments from Bristol Myers Squibb. On 22 January 2019, GlaxoSmithKline completed its acquisition of TESARO Inc ("Tesaro"), triggering the repayment of the Company's $322.0 million loan and generating $45.8 million in prepayment and other fees. The Company had cash and short-term investments of $612.9 million at 30 June 2019.
On 19 June 2019, the Company held its second Annual General Meeting at which all resolutions were passed.
Shareholder Returns and Investment Performance
On 30 June 2019, the Company's Ordinary Shares closed at $1.0600, slightly below the closing price on 31 December 2018 of $1.0650. In the first half of 2019, the Net Asset Value ("NAV") per Ordinary Share increased by $0.0214 from $1.0044 on 31 December 2018 to $1.0258 per share on 30 June 2019. Over the period, the Company made two dividend payments, one of $0.0193 and the other of $0.0175 in respect of the quarters ended 31 December 2018 and 31 March 2019, for a total of $0.0368 for the six-month period.
Outlook
As at 30 June 2019, the Company had total assets of $1,421.1 million, represented by $796.9 million of investments, $612.9 million in cash and $11.3 million in other assets. Pharmakon Advisors, the Company's Investment Manager, is in continuing discussions with a number of potential borrowers and, as you will see from their report which follows, they aim to deploy a majority of the cash available by the end of 2019.
Jeremy Sillem
Chairman
3 September 2019
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 $3.1billion in 34 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.
The Pharmakon team has extensive expertise investing in debt and other cash flows backed by life sciences products. As at 30 June 2019, Pharmakon clients included four previous BioPharma Funds (I, II, III and IV) that had reached the end of their investment periods, seven managed co-investor accounts, and a fifth BioPharma private fund (BioPharma V) that had its first closing on 27 June 2019 raising $268.4 million in commitments. The first four BioPharma Funds are expected to generate net returns ranging from 7% to 11%.
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.
Key Highlights
-- 10% unlevered weighted average net returns on four private funds after all fees and expenses
-- Pharmakon structured nine transactions worth approximately $1.6 billion over the past 21 months
-- On 27 June 2019, Pharmakon had the first closing of BioPharma V, accepting commitments of $268.4 million
Investment update
The Company's existing portfolio investments continue to perform well. Pharmakon's engagement with multiple potential counterparties resulted in the execution of new investments totalling $127.1 million, including making its first equity investment. BioPharma Credit disbursed an additional $38.6 million during the period corresponding to prior funding commitments, bringing the total amount invested during the period to $165.7 million.
BioDelivery Sciences
On 23 May 2019, the Company entered into a senior secured loan agreement for up to $80 million with BioDelivery Sciences International, Inc. (Nasdaq: BDSI), a commercial-stage specialty pharmaceutical company ("BDSI").
In addition, the Company acquired 5,000,000 BDSI shares at $5.00 each for a total cost of $25 million in a public offering that took place on 11 April 2019. As at 28 June 2019, BDSI's shares closed at $4.65. The first tranche of the loan for $60 million was funded on 28 May 2019 and an additional tranche of $20 million is available to be drawn down by May 2020 at BDSI's option. The loan will mature in May 2025 and bears interest at LIBOR plus 7.5 per cent., along with 2 per cent. additional consideration. As at 26 August 2019 BDSI had a market capitalisation of $384 million.
Amicus Therapeutics
On 20 September 2018, the Company entered into a definitive senior secured loan agreement for $150 million with Amicus Therapeutics, Inc (NASDAQ: FOLD), a commercial stage, rare metabolic disease-focused biopharmaceutical company ("Amicus"). The $150 million loan has a five-year maturity and is 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.
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 26 August 2019 had a market capitalisation of $2,495 million.
Sebela Pharmaceuticals
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 (un-capped) plus a single-digit spread and includes additional consideration. Sebela is a private specialty pharmaceutical company focused on gastro-intestinal medicines, dermatology, and women's health. As at 30 June 2019, the principal amount outstanding of the Company's investment was $164.8 million.
Novocure
On 7 February 2018, the Company entered into a senior secured loan agreement for $150 million with Novocure Limited (NASDAQ: NVCR), a commercial stage oncology company with a current market capitalisation of approximately $9,205 million as at 26 August 2019 ("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.
Novocure manufactures and sells the Optune system, a cancer treatment centered on a proprietary therapy called TTFields, which involves the use of electric fields tuned to specific frequencies to disrupt solid tumor cancer cell division. Optune is currently approved for the treatment of adults with Glioblastoma ("GBM"). On 28 February 2019, Novocure reported 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.
On 23 May 2019, the FDA approved the NovoTTF-100L system in combination with chemotherapy for the treatment of malignant pleural mesothelioma. This is the first FDA approved mesothelioma treatment in over 15 years.
Lexicon Pharmaceuticals
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 current market capitalisation of approximately $135 million as at 26 August 2019. The Company funded $124.5 million of the $200 million first tranche and Lexicon did not draw the 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 Zynquista (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 Zynquista.
Zynquista (sotagliflozin) received approval in Europe for Type 1 diabetes on 26 April 2019 and received a Complete Response Letter ("CRL") in the US on 22 March 2019. The drug is still being evaluated for use in Type 2 patients with potential to generate $110 million in development milestones by early 2020 plus $150 million upon approval. The Type 2 diabetes market is much larger than the Type 1 market.
On 26 July 2019, Lexicon announced Sanofi's notice of termination in relation to its collaboration and license agreement with Lexicon for the development and commercialisation of Zynquista. Sanofi's actions do not impact XERMELO(R) which is marketed by Lexicon in the US and is partnered outside the US with Ipsen. Lexicon and Sanofi have not yet finalised the details of the termination and this process might take several weeks or months.
Bristol-Myers Squibb.
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 of 30 June 2019, the Company funded five of the Purchased Payments based on sales from 1 January 2018 to 31 March 2019 for a total of $103.1 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 was 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 2018 was a volatile year, with the BTK Index essentially at the same levels as it started the year, the first six months of 2019 were stronger with the BTK Index rising by 13%.
Global equity issuance by life sciences companies during the first six months of 2019 was $32.1 billion, a 16.1 per cent. increase from the $27.7 billion issued during the first six months of 2018. 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 an important driver of capital needs in the life sciences industry in general and a 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 the first half of 2019 was $38.5 billion, 84.7 per cent. less than the $251.2 billion witnessed during the first half of 2018. It is widely believed that the high M&A activity in 2018 was caused by US tax reform in December 2017. We are encouraged by the number of M&A opportunities that are starting to build up and should lead to a more active market over the coming year.
In conclusion, Pharmakon aims to deploy a majority of the cash available by the end of 2019. There continues to be a robust pipeline of investment opportunities. As usual, the timing of their execution is not completely within our control. We remain focussed on our mission of creating the premier dedicated provider of debt capital to the life sciences industry while generating attractive returns and sustainable income to investors. Further, we remain confident of our ability to deliver attractive returns that will enable the Company to pay a robust dividend yield for our investors.
Pedro Gonzalez de Cosio
Co-founder and CEO, Pharmakon
3 September 2019
PORTFOLIO INFORMATION
as at 30 June 2019
Fair Value Expected % of Gross
Asset Counterparty/Borrower Underlying Product ($M) Maturity Assets
-------------------------- ----------------------- ------------------------- ----------- ---------- -----------
Lexicon senior secured XERMELO(R) and
loan Lexicon sotagliflozin 124.5 2022 9%
Novocure senior secured
loan Novocure Optune 150.0 2023 11%
Sebela senior secured
loan Sebela SUPREP 164.8 2022 12%
BMS purchased payments Bristol-Myers Onglyza and Farxiga 103.0 2026 7%
Amicus senior secured
loan Amicus Galafold 150.0 2023 11%
BioDelivery Sciences
senior secured loan
and equity BioDelivery Sciences BELBUCA and Symproic 83.3 2025 6%
Convertible bonds Undisclosed Undisclosed 21.3 2%
-------------------------- ----------------------- ------------------------- ----------- ---------- -----------
Total investments $796.9 57%
------------------------------------------------------------------------------ ----------- ---------- -----------
Cash and cash equivalents 612.9 43%
Other net assets (0.4) 0%
Gross assets $1,409.4 100%
------------------------------------------------------------------------------ ----------- ---------- -----------
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Interim management report
The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal factors that could impact the remaining six months of the financial year are set out in the Chairman's statement and the Investment Manager's report above.
The Directors consider that the principal risks facing the Company are substantially unchanged since the date of the annual report for the year ended 31 December 2018 and expect that, for the remainder of the year ending 31 December 2019, these will continue to be as set out on pages 20 to 23 of that report.
Risks faced by the Company include, but are not limited to:
-- Failure to achieve target returns;
-- The success of the Company depends on the ability and expertise of the Investment Manager;
-- The Company may from time to time commit to make future investments that exceed the Company's current liquidity;
-- The Investment Manager's ability to source and advise appropriately on investments;
-- There can be no assurance that the Board will be able to find a replacement investment manager if the Investment Manager resigns;
-- Concentration in the Company's portfolio may affect the Company's ability to achieve its investment objective;
-- Life sciences products are subject to intense competition and various other risks;
-- Investments in debt obligations are subject to credit and interest rate risks;
-- Counterparty risk;
-- Sales of life sciences products are subject to regulatory actions that could harm the Company's ability to make distributions to investors;
-- Net asset values published will be estimates only and may differ materially from actual results; and
-- Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for shareholders investing in the Company.
Going Concern
The financial statements continue to be prepared on a going concern basis. The Directors have reviewed areas of potential financial risk and cash flow forecasts. No material uncertainties have been detected which would influence the Company's ability to continue as a going concern for a period of not less than 12 months. Accordingly, the Board of Directors continue to adopt the going concern basis in preparing the financial statements.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge:
-- this set of financial statements has been prepared in accordance with International Accounting Standard ("IAS") 34, 'Interim Financial Reporting', as adopted by the European Union ("EU"); and gives a true and fair view of the assets, liabilities, financial position and profit of the Company; and
-- this Half-Yearly Report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place during the first six months of the financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions that could do so.
This Half-Yearly Report was approved by the Board of Directors on 3 September 2019 and the above responsibility statement was signed on its behalf by Jeremy Sillem, Chairman.
On behalf of the Board
Jeremy Sillem
Chairman
3 September 2019
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the period ended 30 June 2019
(In $000s except per share amounts)
Period ended 30 June Period ended 30 June
2019 (Unaudited) 2018 (Unaudited)
------------------------------ ----------------------------
Note Revenue Capital Total Revenue Capital Total
------------------------- ----- -------- ---------- -------- -------- -------- --------
Income
Investment
income 3 73,145 - 73,145 37,726 - 37,726
Other income 3 17,046 - 17,046 2,438 - 2,438
Net (losses)/gains
on investments
at fair value 7 - (3,366) (3,366) - 2,014 2,014
Currency exchange
losses - (6) (6) - (16) (16)
------------------------- -----
Total income 90,191 (3,372) 86,819 40,164 1,998 42,162
Expenses
Management
fee 4 (7,053) - (7,053) (4,852) - (4,852)
Directors'
fees 4 (191) - (191) (163) - (163)
Other expenses 4 407 (48) 359 (1,390) (112) (1,502)
------------------------- -----
Total expenses 4 (6,837) (48) (6,885) (6,405) (112) (6,517)
------------------------- ----- -------- ---------- -------- -------- -------- --------
Return on ordinary
activities
before finance
costs and taxation 83,354 (3,420) 79,934 33,759 1,886 35,645
Finance costs
- general - - - (2) - (2)
Finance costs
- C share amortisation - - - (451) (23) (474)
------------------------- ----- -------- ---------- -------- -------- -------- --------
Return on ordinary
activities
after finance
costs and before
taxation 83,354 (3,420) 79,934 33,306 1,863 35,169
Taxation on
ordinary activities 5 - - - - - -
------------------------- -----
Return on ordinary
activities
after finance
costs and taxation 83,354 (3,420) 79,934 33,306 1,863 35,169
------------------------- ----- -------- ---------- -------- -------- -------- --------
Net revenue
and capital
return per
ordinary share
(basic and
diluted) 11 $0.0607 ($0.0025) $0.0582 $0.0364 $0.0020 $0.0384
The total column of this statement is the Company's Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards International Financial Reporting Standards ("IFRS") as endorsed by the EU. The supplementary revenue and capital columns are presented for information purposes as recommended by the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC").
All items in the above Statement derive from continuing operations.
There is no other comprehensive income, and therefore the return on ordinary activities after finance costs and taxation is also the total comprehensive income.
The notes below form part of these financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2019
(In $000s except per share amounts)
30 June 2019
(Unaudited) 31 December
Note 2018 (Audited)
--------------------------------------- ----- -------------- ----------------
Non-current assets
Investments at fair value through
profit or loss 7 796,950 1,007,265
--------------------------------------- -----
Unlisted floating interest income
receivable 8 4,049 988
--------------------------------------- -----
800,999 1,008,253
Current assets
Trade and other receivables 8 7,241 21,448
Cash and cash equivalents 9 612,888 363,572
--------------------------------------- -----
620,129 385,020
--------------------------------------- ----- --------------
Total assets 1,421,128 1,393,273
--------------------------------------- -----
Current liabilities
Trade and other payables 10 3,904 5,457
Total current liabilities 3,904 5,457
Total assets less current liabilities 1,417,224 1,387,816
--------------------------------------- ----- -------------- ----------------
Non-current liabilities
Deferred performance fee 7,794 7,794
--------------------------------------- ----- -------------- ----------------
Net assets 1,409,430 1,380,022
--------------------------------------- ----- -------------- ----------------
Represented by:
Share capital 14 13,739 13,739
Share premium account 607,125 607,125
Special distributable reserve 706,587 734,309
Capital reserve (1,375) 2,045
Revenue reserve 83,354 22,804
--------------------------------------- -----
Total equity attributable to
ordinary shareholders of the
Company 1,409,430 1,380,022
--------------------------------------- ----- -------------- ----------------
Net asset value per ordinary
share (basic and diluted) 12 $1.0258 $1.0044
--------------------------------------- ----- -------------- ----------------
The financial statements of BioPharma Credit PLC registered number 10443190 were approved and authorised for issue by the Board of Directors on 3 September 2019 and signed on its behalf by:
Jeremy Sillem
Chairman
The notes below form part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period ended 30 June 2019
(In $000s)
Total equity
Share Special attributable
to shareholders
Share premium distributable Capital Revenue of the
For the period ended 30
June 2019
(Unaudited) Note capital account reserve* reserve* reserve* Company
Net assets attributable
to shareholders at 1
January
2019 13,739 607,125 734,309 2,045 22,804 1,380,022
Return on ordinary
activities
after finance costs and
taxation - - - (3,420) 83,354 79,934
Dividends paid 6 - - (27,722) - (22,804) (50,526)
-------------------------- -----
Net assets attributable
to shareholders at 30
June
2019 13,739 607,125 706,587 (1,375) 83,354 1,409,430
-------------------------- ----- -------- -------- -------------- --------- --------- -------------------------
Total equity
Share Special attributable
to shareholders
Share premium distributable Capital Revenue of the
For the period ended 30
June 2018 (Unaudited) Note capital account reserve* reserve* reserve* Company
Net assets attributable
to shareholders at 1
January
2018 9,143 150,379 734,356 1,845 26,851 922,574
Share issue costs - (2) - - - (2)
Return on ordinary
activities
after finance costs and
taxation - - - 1,863 33,306 35,169
-------------------------- -----
Dividends paid 6 - - (47) - (39,157) (39,204)
-------------------------- -----
Net assets attributable
to shareholders at 30
June
2018 9,143 150,377 734,309 3,708 21,000 918,537
-------------------------- ----- -------- -------- -------------- --------- --------- -------------------------
* The special distributable reserve and revenue reserves can be distributed in the form of dividends. The capital reserve is not used for distributions.
The notes below form part of these financial statements.
CONDENSED CASH FLOW STATEMENT
For the period ended to 30 June 2019
(In $000s)
Period ended Period ended
-----------------------------------------
30 June 2019 30 June 2018
-----------------------------------------
Note (Unaudited) (Unaudited)
----------------------------------------- ----- ------------- -------------
Cash flows from operating activities
Investment income received 94,208 37,890
Other income received 6,614 2,547
Investment management fee paid (6,737) (4,276)
Finance costs paid (3) (5)
Other expenses paid (1,649) (1,973)
----------------------------------------- ----- ------------- -------------
Cash generated from operations 16 92,433 34,183
Net cash flow generated from
operating activities 92,433 34,183
----------------------------------------- ----- ------------- -------------
Cash flow from investing activities
Purchase of investments (145,786) (464,265)
Redemptions of investments 352,735 108,065
----------------------------------------- ----- ------------- -------------
Net cash flow generated from/(used
in) investing activities 206,949 (356,200)
----------------------------------------- ----- ------------- -------------
Cash flow from financing activities
Ordinary Share issue costs 466 (328)
Dividends paid to Ordinary shareholders 6 (50,526) (39,204)
Gross proceeds of C share issue 13 - 163,782
C share issue costs - (3,845)
----------------------------------------- ----- ------------- -------------
Net cash flow (used in)/generated
from financing activities (50,060) 120,405
----------------------------------------- ----- ------------- -------------
Increase/(decrease) in cash
and cash equivalents for the
period 249,322 (201,612)
----------------------------------------- ----- ------------- -------------
Cash and cash equivalents at
start of period 9 363,572 350,822
Revaluation of foreign currency
balances (6) (16)
----------------------------------------- ----- ------------- -------------
Cash and cash equivalents at
end of period 9 612,888 149,194
----------------------------------------- ----- ------------- -------------
The notes below form part of these financial statements.
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's interim condensed financial statements or Half-Yearly Report for the period ended 30 June 2019. The Half-Yearly Report, including the interim condensed financial statements, for the period ended 30 June 2018 was approved by the Board on 3 September 2019. The Auditor has reviewed those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 30 June 2019
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. On 6 February 2017 the Company changed its name from PRECIS (2772) PLC.
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 Securities and Exchange Commission ("SEC") under the United States Investment Advisers Act of 1940, as amended.
Pharmakon is authorised as an Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD").
2. ACCOUNTING POLICIES
a) Basis of preparation
The Company's condensed half-year financial statements covers the period from 1 January 2019 to 30 June 2019 and have been prepared in conformity with IAS 34 'Interim Financial Reporting'. They do not include all financial information required for full annual financial statements and have been prepared using the accounting policies adopted in the audited financial statements for the year ended 31 December 2018. The Company's annual financial statements were prepared in conformity with IFRS as adopted by the EU, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and as applied in accordance with the Disclosure Guidance Transparency Rules sourcebook of the Financial Conduct Authority (FCA) and the AIC SORP (issued in November 2014, updated in February 2018 with consequential amendments) for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of IFRS. The financial statements have adopted the following accounting policies in their preparation, which remain consistent with the accounting policies adopted in the audited financial statements for the year ended 31 December 2018.
The financial statements are presented in US dollars, being the functional currency of the Company. The financial statements have been prepared on a going concern basis under historical cost convention, except for the measurement at fair value of investments measured at fair value through profit or loss.
The Company's condensed half-year information contained in this Half-Yearly Report does not constitute full statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 30 June 2019 and 30 June 2018 is not a financial year and has not been audited. The information for the year ended 31 December 2018 has been extracted from the latest published financial statements, which have been delivered to the Registrar of Companies. The Auditor's Report on those financial statements contained no qualification or statement under Section 498 of the Companies Act 2006.
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 'Consolidated Financial Statements' are required to measure their subsidiaries at fair value through profit or loss rather than consolidate the entities. The criteria which define an investment entity are as follows:
-- an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;
-- an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
-- an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Directors have concluded that the Company meets the characteristics of an investment entity, in that it has more than one investor and its investors are not related parties and it 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 Condensed Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Condensed Statement of Comprehensive Income between items of a revenue and capital nature has been prepared alongside the Income Statement.
c) Segmental reporting
The Directors are of the opinion that the Company has one operating and reportable segment being the investment in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
d) Investments at fair value through profit or loss
The principal activity of the Company is to invest in interest-bearing debt assets with a contractual right to future cash flows derived from royalties or sales of approved life sciences products. In accordance with IFRS, the assets are measured at fair value through profit or loss. They are accounted for on their trade date at fair value, which is the cost of the investment. The fair value of the asset reflects any contractual amortising balance and accrued interest.
For unlisted investments where the market for a financial instrument is not active, fair value is established using valuation techniques which may include recent arm's length market transactions between knowledgeable, willing parties, if available; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has proved reliable from estimates of prices obtained in actual market transactions, that technique is utilised.
The fair value is either bid price or the last traded price on the exchange where the investment is listed.
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are recognised in the Condensed Statement of Comprehensive Income as gains or losses from investments held at fair value through profit or loss. Transaction costs incurred on the purchase and disposal of investments are included within the cost or deducted from the proceeds of the investments. All purchases and sales are accounted for on trade date.
e) C Share financial liability
Any C Share issue 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. For details regarding previously held C Shares converted on 29 October 2018 see note 13.
f) Foreign currency
Transactions denominated in currencies other than US Dollars are recorded at the rates of exchange prevailing on the date of the transaction. Items which are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the Condensed Statement of Comprehensive Income.
g) Income
There are three main sources of revenue for the Company: interest income, royalty revenue and dividends.
Interest income is recognised when it is probable that the economic benefits will flow to the Company. Interest is accrued on a time basis, by reference to the principal outstanding and the effective interest rate that is applicable. Accrued interest is included within trade and other receivables on the Condensed Statement of Financial Position.
Any accrued income is reflected in the fair value of the Company's limited partnership interest, and is allocated to capital within the Condensed Statement of Comprehensive Income until the Company's right to receive the income is established, when it is transferred to revenue within the Condensed Statement of Comprehensive Income.
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably). Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement.
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.
Some investments include additional consideration in the form of structuring income, which is earned and paid on completion of the transaction. Such fees are recognised up front and are allocated to revenue within the Condensed Statement of Comprehensive Income.
Bank interest and other interest receivable are accounted for on an accruals basis.
h) Dividends paid to shareholders
Dividends to shareholders are recognised as a liability in the period in which they are paid or approved by the Board and are taken to in the Condensed Statement of Changes in Equity. Dividends declared and approved after the balance sheet date are not recognised as a liability of the Company at the balance sheet date.
The Company may, if it so chooses, designate as an "interest distribution" all or part of the amount it distributes to shareholders as dividends, to the extent that it has "qualifying interest income" for the accounting period. Were the Company to designate any dividend it pays in this manner, it should be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. The Company intends to elect for the "streaming" regime to apply to the dividend payments it makes to the extent that it has such "qualifying interest income". Shareholders in receipt of such a dividend will be treated for UK tax purposes as though they had received a payment of interest, which results in a reduction of the corporation tax payable by the Company.
i) Expenses
All expenses are accounted for on an accruals basis. Expenses, including investment management fees, performance fees and finance costs, are charged through the revenue account except as follows:
-- expenses which are incidental to the acquisition or disposal of an investment are treated as capital costs and separately identified and disclosed in Note 4; and
-- expenses of a capital nature are accounted for through the capital account.
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). 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 as 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 carry 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 accrue interest and are measured at fair value through profit and loss.
m) Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Corporation tax is recognised in the Condensed Statement of Comprehensive Income.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous periods. The tax effect of different items of expenditure is allocated between revenue and capital on the same basis as the particular item to which it relates, using the Company's marginal method of tax, as applied to those items allocated to revenue, for the accounting period.
Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
n) Share capital and reserves
The share capital represents the nominal value of the Company's equity shares.
The share premium account represents the excess over nominal value of the fair value of consideration received for the Company's equity shares, net of expenses of the share issue.
The special distributable reserve was created on 29 June 2017 to give the possibility or option of 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 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 provides 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 2019
Amendments to IFRS 9 'Financial Instruments'
The Directors have considered the implications of the amendments to IFRS 9 and are of the opinion the Company's investments are already measured at fair value. Therefore, there has been no impact on the current and comparative financial statements for this accounting standard.
IFRS 16 'Leases'
The Directors have considered the implications of the amendments to IFRS 16 and are of the opinion there is no impact to the Company as it does not have leases. Therefore, there has been no impact on the current and comparative financial statements for this accounting standard.
q) Accounting standards not yet effective
IASB and International Financial Reporting Interpretations Committee ("IFRIC") have issued and endorsed the following standards and interpretations, applicable to the Company, which are not yet effective for the period ended 30 June 2019 and have therefore not been applied in preparing these financial statements.
Amendment to IFRS 3 'Business Combinations' - aims to resolve the difficulties that arise when an entity determines whether it has acquired a business or a group of assets, and is effective for reporting periods beginning on or after 1 January 2020.
The Directors do not expect that the adoption of the standards and interpretations will have a material impact on the financial statements in the period of initial application.
Other future development includes the IASB undertaking a comprehensive review of existing IFRSs. The Company will consider the financial impact of these new standards as they are finalised.
3. INCOME
Period ended Period ended
30 June 2019 30 June 2018
$000 $000
------------------------------------------ ------------- -------------
Income from investments
US unfranked investment income from
BioPharma III 844 2,970
US unfranked investment income from 4,133 -
BPCR Ongdapa
US fixed interest investment income 12,397 15,460
US floating interest investment income 19,669 14,383
US make whole interest investment 36,102 -
income
Additional consideration received* 1,200 4,913
------------------------------------------ ------------- -------------
74,345 37,726
Other income
Prepayment premium 9,660 -
Interest income from liquidity/money
market funds 3,539 2,075
Interest income from US treasury bonds 2,628 -
Interest income from fixed term deposits - 357
Other interest 19 6
------------------------------------------
15,846 2,438
Total income 90,191 40,164
------------------------------------------ ------------- -------------
* The Company's senior secured term loan to Biodelivery Services included additional consideration in the form of structuring fees of $1,200,000, which was paid upon the completion of the transaction and recognised as income in the period (period to 30 June 2018: The Company's senior secured term loan to Sebela and the second tranche of its senior secured loan to Tesaro included additional consideration in the form of structuring fees of $2,912,691 and $2,000,000, respectively, which were paid upon the completion of the transaction or funding, in respect of the second tranche of the Tesaro loan, and are recognised as income in the period).
4. FEES AND EXPENSES
Expenses
Period ended 30 June Period ended 30 June
2019 2018
Revenue Capital Total Revenue Capital Total
------------------------
GBP000 $000 $000 GBP000 $000 $000
------------------------ -------- -------- -------- -------- -------- ------
Management fee (note
4a) 7,053 - 7,053 4,852 - 4,852
------------------------ -------- -------- -------- -------- -------- ------
Directors' fees
(note 4c) 191 - 191 163 - 163
------------------------ -------- -------- -------- -------- -------- ------
Other expenses
Company Secretarial
fee 44 - 44 41 - 41
Administration fee 62 - 62 58 - 58
Legal & professional
fees (1,029) - (1,029) 682 112 794
Public relations
fees 96 - 96 128 - 128
Auditor's remuneration
- statutory audit 167 - 167 88 - 88
Auditor's remuneration
- other audit related
services - Half-year
review 37 - 37 120 - 120
Other expenses 216 48 264 273 - 273
------------------------ -------- -------- -------- -------- -------- ------
(407) 48 (359) 1,390 112 1,502
------------------------ -------- -------- -------- -------- -------- ------
Total expenses 6,837 48 6,885 6,405 112 6,517
------------------------ -------- -------- -------- -------- -------- ------
The Auditors were paid $250,000 for services performed in connection with the C share issue for the period ended 30 June 2018. There were no similar costs incurred in 2019. This amount was not included within the Auditor's remuneration figures above, as it was recognised as part of the C Share issue costs within the C Share figure within the Condensed Statement of Financial Position.
The negative balance of legal fees in the current period relates to the reversal of an accrual for legal work carried out in relation to a potential revolving credit facility. Following a negotiation of the fee subsequent to the year end, the amount paid in respect of the services was revised down from $1,658,000 to $500,000.
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
Subject to (i) the NAV per ordinary share as at the end of a performance period representing an increase of at least 6 per cent. per annum compounded on the Company's IPO share issue price, (ii) the total return on the ordinary shares exceeding 6 per cent. over such performance period, and (iii) to a high watermark, the Investment Manager will be entitled to receive a performance fee equating to 10 per cent. of the total return over such performance period on the basis of catch up arrangements whereby the Investment Manager will receive 50 per cent. of the total return above 6 per cent. (the "Excess Total Return") up to the point at which it has received 10 per cent. of the overall total return allocated in this manner, and thereafter 10 per cent. of the remaining Excess Total Return, 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, the net total return on the shares in respect of the relevant performance period is at least 6 per cent.
The Performance Fee for a Performance Period shall be paid as soon as practicable after the end of the relevant Performance Period and, in any event, within three calendar months of the end of such 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.
During the period to 30 June 2019, no performance fee was payable (2018: nil).
c) Directors fee
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 receives an additional $30,000 per annum; and
-- the Chairman of the Audit and Risk Committee, who receives an additional $15,000 per annum.
5. TAXATION
It is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions for approval of the Company by HMRC as an investment trust under Section 1158 of the Corporation Tax Act 2010 (as amended) and pursuant to regulations made under Section 1159 of the Corporation Tax Act 2010. As an investment trust, the Company is exempt from corporation tax on capital gains.
The current taxation charge for the period is different from the standard rate of corporation tax in the UK of 19.00 per cent. The effective tax rate was 0.00 per cent. The differences are explained below.
Period ended 30 June Period ended 30 June
2019 2018
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
-------------------------- --------- -------- --------- -------- -------- --------
Total return on ordinary
activities before
taxation 83,354 (3,420) 79,934 33,306 1,863 35,169
-------------------------- --------- -------- --------- -------- -------- --------
Theoretical tax at
UK Corporation tax
rate of 19.00% (30
June 2018: 19.00%)* 15,837 (650) 15,187 6,328 354 6,682
Effects of:
Capital items that
are not taxable - 650 650 - (354) (354)
Tax deductible interest
distributions (15,837) - (15,837) (6,328) - (6,328)
-------------------------- --------- -------- --------- -------- -------- --------
Actual tax charge - - - - - -
-------------------------- --------- -------- --------- -------- -------- --------
* The theoretical tax rate is calculated using a blended tax rate over the period.
At 30 June 2019, 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 to meet for the foreseeable future to meet) the conditions for approval as an Investment Trust company.
6. DIVIDS
Dividends paid in respect of the period under review:
Period ended 30 June 2018 Period ended 30 June 2017
Revenue Capital* Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
------------------------------------------------------ --------- ---------- ------- ---------- --------- -------
In respect of the current period:
First interim dividend of $0.0175 per Ordinary share
(2018: $0.134 per Ordinary share) - 24,044 24,044 12,306 - 12,306
In respect of the previous period ended 31 December
2018:
Fourth interim dividend of $0.0175 per Ordinary share 22,804 1,240 24,044 - - -
Second special dividend of $0.00177441 per Ordinary
share - 2,438 2,438 - - -
In respect of the previous period ended 31 December
2017:
Second interim dividend of $0.01 per Ordinary share - - - 7,572 47 7,619
Third interim dividend of $0.01 per Ordinary share - - - 9,143 - 9,143
Special dividend of $0.011 per Ordinary share - - - 10,136 - 10,136
22,804 27,722 50,526 39,157 47 39,204
------------------------------------------------------ --------- ---------- ------- ---------- --------- -------
* Dividends paid out of capital are from the special distributable reserve. The capital reserve is not used for distributions.
7. INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
As at As at
---------------------------------------------
30 June 31 December
---------------------------------------------
2019 2018
$000 $000
--------------------------------------------- -------- ------------
Investment portfolio summary
Listed investments at fair value through
profit and loss 23,300 -
Listed fixed interest investments through
profit and loss 21,338 -
Unlisted investments at fair value through
profit and loss - 7,645
Unlisted fixed investments at fair value
through profit and loss 274,500 274,500
Unlisted floating investments at fair value
through profit and loss 477,812 725,120
Closing fair value at the end of the period 796,950 1,007,265
--------------------------------------------- -------- ------------
Period ended 30 June 2019
Unlisted Unlisted
Listed fixed fixed floating
------------------------------
Listed interest Unlisted interest interest
------------------------------
investments investments investments investments investments Total
$000 $000 $000 $000 $000 $000
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Investment portfolio
summary
Opening cost at beginning
of period - - 274,500 6,805 725,320 1,006,625
Opening unrealised
appreciation/ (depreciation)
at beginning of period - - 840 - (200) 640
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Opening fair value
at beginning of period - - 7,645 274,500 725,120 1,007,265
Movements in the period:
Purchases at cost 25,000 22,064 - - 98,722 145,786
Redemption proceeds - - (6,805) - (345,930) (352,735)
Unrealised
appreciation/(depreciation) (1,700) (726) (840) - (100) (3,366)
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
-
Closing fair value
at the end of the period 23,300 - - 274,500 477,812 775,612
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Closing cost at end
of period 25,000 22,064 - 274,500 478,112 799,676
Closing unrealised
depreciation at end
of period (1,700) (726) - - (300) (2,726)
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Closing fair value
at the end of the period 23,300 21,338 - 274,500 477,812 796,950
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Period ended Period ended
30 June
30 June 2019 2018
$000 $000
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Unrealised (depreciation)/
appreciation (3,366) 2,014
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
(3,366) 2,014
------------------------------ ------------ ------------- ------------ ------------ -------------- -------------
Transaction costs (incurred at the point of the transaction) incidental to the acquisition of investments totalled $nil (30 June 2018: $nil) and to the disposals of investments totalled $nil (30 June 2018: $nil) for the period. In addition, legal fees incidental to the acquisition of investments totalled $48,000 (30 June 2018: $112,000 and 31 December 2018: $193,000) as disclosed in Note 4, and have been taken to the capital column in the Condensed Statement of Comprehensive Income since they are capital in nature.
The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:
-- Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
-- Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level of the fair value hierarchy, within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value of the investment.
As at 30 June 2019
Level
Total Level 1 Level 2 3
Financial assets $000 $000 $000 $000
---------------------------- ---------- -------- -------- --------
Investment portfolio
summary
Listed investments
at fair value through
profit and loss 23,300 23,300 - -
Listed fixed interest
at fair value through
profit or loss 21,338 21,338 - -
Unlisted fixed interest
investments at fair
value through profit
and loss 274,500 - - 274,500
---------------------------- ---------- -------- -------- --------
Unlisted floating interest
investments at fair
value through profit
and loss 477,812 - - 477,812
---------------------------- ---------- -------- -------- --------
796,950 44,638 - 752,312
Liquidity/money market
funds 611,525 611,525 - -
---------------------------- ---------- -------- -------- --------
Total 1,408,475 656,163 - 752,312
---------------------------- ---------- -------- -------- --------
As at 31 December 2018
Level
Total Level 1 Level 2 3
Financial assets $000 $000 $000 $000
---------------------------- ---------- -------- -------- ----------
Investment portfolio
summary
Unlisted investments
at fair value through
profit and loss 7,645 - - 7,645
Unlisted fixed interest
investments 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
---------------------------- ---------- -------- -------- ----------
A reconciliation of fair value measurements in Level 3 is set out below.
Level 3 financial assets at fair value through profit or loss
30 June 2019
Unlisted
fixed Unlisted floating
----------------------
Unlisted interest interest
----------------------
investments investments investments Total
---------------------- ------------ ------------ ------------------ ----------
$000 $000 $000 $000
---------------------- ------------ ------------ ------------------ ----------
Opening balance 7,645 274,500 725,120 1,007,265
Purchases - - 98,722 98,722
Redemptions* (6,805) - (345,930) (352,735)
Change in unrealised
depreciation (840) - (100) (940)
Closing balance
at 30 June 2019 - 274,500 477,812 752,312
---------------------- ------------ ------------ ------------------ ----------
* Redemptions are the proceeds received from the repayment of investments.
There were no transfers between levels during the period.
Valuation techniques
Unrealised gains and losses recorded on Level 2 and 3 financial instruments are reported in unrealised gain/(loss) on investments on the Condensed Statement of Comprehensive Income. At the time the investments are made, the Investment Manager calculates an expected rate of return based on the purchase price and the cash flows as projected at that time. The projected cash flows are calculated at the time of the investment by estimating future product sales and applying the corresponding royalty rate for capped royalty investments. Estimates of future product sales are generated through models driven by several factors that include the potential size of the market (disease incidence and prevalence), the product's market share over time and the price of the product.
During the periods following the initial investment valued atLevel 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 Company's unlisted investments, with the exception of the RPS Note, are all classified as level 3 investments. The fair values of the unlisted investments have been determined principally by reference to discounted cash flows. The significant unobservable input used is detailed below:
As at 30 June 2019 As at 31 December 2018
--------------------------------------------------------------- ---------------------------------------------------------------
Fair Fair
value value
at Level at Level
3 3
financial financial
assets at Fair value assets Fair value
fair sensitivity at fair sensitivity
value to a 100bps value to a 100bps
through increase through increase
profit or in the profit in the
loss Valuation Unobservable Discount IRR or loss Valuation Unobservable Discount IRR
Assets $000 technique input rate $000 $000 technique input rate $000
------------------ ---------- ----------- ------------- --------- ------------ ---------- ----------- ------------- --------- ------------
Limited
partnership
Interest in
BioPharma III - - - - - 7,645 N/A N/A N/A N/A
Lexicon
Pharmaceuticals, Discounted Discount Discounted Discount
Inc 124,500 cash flow rate 10.2 121,239 124,500 cash flow rate 10.1% 120,826
Discounted Discount
Tesaro, Inc - - - - - 322,000 cash flow rate 11.4% 312,943
Discounted Discount Discounted Discount
Novocure 150,000 cash flow rate 10.2 146,173 150,000 cash flow rate 10.6% 145,811
Discounted Discount Discounted Discount
Sebela 164,782 cash flow rate 12.0 162,623 188,711 cash flow rate 11.7% 185,622
Discounted Discount Discounted Discount
Amicus 150,000 cash flow rate 11.1 145,758 150,000 cash flow rate 11.1% 145,337
Discounted Discount Discounted Discount
BMS 103,031 cash flow rate 7.7 98,263 64,409 cash flow rate 8.1% 59,606
Discounted Discount
BDSI 60,000 cash flow rate 10.6 59,091 - - - - -
------------------ ---------- ----------- ------------- --------- ------------ ---------- ----------- ------------- --------- ------------
8. TRADE AND OTHER RECEIVABLES
At At
----------------------------------------------
30 June 31 December
----------------------------------------------
2019 2018
$000 $000
---------------------------------------------- -------- ------------
Unlisted fixed interest income receivable 2,851 2,864
Unlisted floating interest income receivable 3,828 17,079
Accrued on liquidity/money market funds 267 694
Share issue cost receivable - 466
Other debtors 295 345
---------------------------------------------- -------- ------------
7,241 21,448
---------------------------------------------- -------- ------------
Non-current assets
Unlisted floating interest income from
BPCR Ongdapa 4,049 988
---------------------------------------- ------ ----
9. CASH AND CASH EQUIVALENTS
At At
------------------------------
30 June 31 December
------------------------------
2019 2018
$000 $000
------------------------------ -------- ------------
Cash at bank 1,363 3,764
Liquidity/money market funds 611,525 359,808
612,888 363,572
------------------------------ -------- ------------
10. TRADE AND OTHER PAYABLES
At At
30 June 31 December
2019 2018
$000 $000
-------------------------- -------- ------------
Accrued management fees 3,510 3,194
Share issue costs - 1
C Share conversion costs - 22
Accruals 394 2,240
3,904 5,457
-------------------------- -------- ------------
11. RETURN PER ORDINARY SHARE
Revenue return per ordinary share is based on the net revenue after taxation of $83,354,000 (30 June 2018: $33,306,000) and 1,373,932,067 (30 June 2018: 914,252,831) Ordinary Shares, being the weighted average number of ordinary shares for the period.
Capital return per ordinary share is based on net capital loss for the period of $3,420,000 (30 June 2018: $1,863,000) and on 1,313,932,067 (30 June 2018: 914,252,831) ordinary shares, being the weighted average number of ordinary shares for the period.
Basic and diluted return per share are the same as there are no arrangements which could have a dilutive effect on the Company's ordinary shares.
12. NET ASSET VALUE PER ORDINARY SHARE
The basic total net assets per ordinary share is based on the net assets attributable to equity shareholders at 30 June 2019 of $1,409,430,000 (30 June 2018: $918,537,000 and 31 December 2018: $1,380,027,000) and ordinary shares of 1,373,932,067 (30 June 2018: 914,252,831 and 31 December 2018: 1,373,932,067), being the number of ordinary shares in issue at 30 June 2019.
There is no dilution effect and therefore there is no difference between the diluted total net assets per ordinary share and the basic total net assets per ordinary share.
13. C SHARES
Period to Year ended
----------------------------------------
30 June 31 December
2019 2018
$000 $000
---------------------------------------- ---------- ------------
Balance at beginning of the period - -
Gross proceeds of C Shares 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 period - -
---------------------------------------- ---------- ------------
* 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 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 C Shares for every Ordinary Share which gave a conversion rate of 989 Ordinary Shares for every 1,000 C Shares held.
14. SHARE CAPITAL
Year ended 30 June Period ended 31 December
2019 2018
Number of Number of
----------------------------
shares $000 shares $000
---------------------------- -------------- ------- ----------------- --------
Issued and fully paid:
Ordinary shares of $0.01:
Balance at beginning
of the period 1,373,932,067 13,739 914,252,831 9,143
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
Balance at end of the
period 1,373,932,067 13,739 1,373,932,067 13,739
---------------------------- -------------- ------- ----------------- --------
Total voting rights at 30 June 2019 were 1,373,932,067 (31 December 2018: 1,373,932,067). 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.
On 29 October 2018, 162,118,260 Ordinary Shares were issued for the conversion of the C shares for a consideration of GBP164,402,000 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.
15. SUBSIDIARY
The Company formed a wholly-owned subsidiary, BPCR Ongdapa Limited ("BPCR Ongdapa"), incorporated in Ireland, on 5 October 2017 for the purpose of entering into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma for the purchase of a 50 per cent. interest in a stream of payments acquired by Royalty Pharma from Bristol-Myers Squibb ("BMS"). In accordance with IFRS 10, the Company is exempt from consolidating a controlled investee as it is an investment trust. Therefore, the Company's investment in BPCR Ongdapa is recognised at fair value through profit and loss.
16. RECONCILIATION OF TOTAL RETURN FOR THE PERIOD BEFORE TAXATION TO CASH
GENERATED FROM OPERATIONS
Period ended Period ended
---------------------------------------------
30 June 2019 30 June 2018
---------------------------------------------
$000 $000
--------------------------------------------- ------------- -------------
Total return for the period before taxation 79,934 35,169
Capital gains 3,372 (1,998)
Decrease in trade receivables 10,680 95
(Decrease)/increase in trade payables (1,553) 443
Finance costs - C share amortisation - 474
--------------------------------------------- ------------- -------------
Cash generated from operations 92,433 34,183
--------------------------------------------- ------------- -------------
Analysis of net cash and net debt
At 1 January Exchange At 30 June
2019 Cash flow movement 2019
Net cash $000 $000 $000 $000
Cash and cash equivalents 363,572 249,322 (6) 612,888
--------------------------- ------------- ---------- --------- -----------
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 in the Company's annual financial statements for the year ended 31 December 2018 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 in the Company's annual financial statements for the year ended 31 December 2018.
The main risks arising from the Company's financial instruments are:
i) market risk, including price risk, currency risk and interest rate risk;
ii) liquidity risk; and
iii) credit risk.
(i) Market risk
Market risk is the risk of loss arising from movements in observable market variables. The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.
Market price risk
The Company is exposed to price risk arising from its investments whose future prices are uncertain. The Company's exposure to market price risk comprises movements in the value of the Company's investments. See Note 7 above for investments that fall into Level 3 of the fair value hierarchy and refer to the description of valuation policies in Note 2(d). The nature of the Company's investments, with a high proportion of the portfolio invested in unlisted debt instruments, means that the investments are valued by the Company after consideration of the most recent available information from the underlying investments. The Company's portfolio is diversified among counterparties and by the sectors in which the underlying companies operate, minimising the impact of any negative industry-specific trends.
The table below analyses the effect of a 10 per cent. Change in the fair value of investments.
As at 30 June 2019 As at 30 June 2018 As at 31 December
2018
--------------------------- --------------------------- ---------------------------
10 per cent. 10 per cent. 10 per cent.
Increase/ Increase/ Increase/
decrease decrease decrease
in in in
Fair value market value Fair value market value Fair value market value
Asset $000 $000 $000 $000 $000 $000
------------------------------- ----------- -------------- ----------- -------------- ----------- --------------
Amicus Senior Secured Loan 150,000 15,000 - - 150,000 15,000
BioPharma III - - 64,790 6,479 7,645 765
BioDelivery Sciences
International
Equity 23,300 2,330 - - - -
BioDelivery Sciences
International
Loan 60,000 6,000 - - - -
BMS Purchased Payments (BPCR
Ongdapa) 103,031 10,303 20,085 2,008 64,409 6,441
Convertible bonds 21,337 2,134 - - - -
Lexicon Senior Secured Loan 124,500 12,450 124,500 12,450 124,500 12,450
Novocure Senior Secured Loan 150,000 15,000 150,000 15,000 150,000 15,000
RPS Note - - 52,289 5,229 - -
Sebela Senior Secured Loan 164,782 16,478 194,179 19,418 188,711 18,871
Tesaro Senior Secured Loan - - 310,879 31,088 322,000 32,200
------------------------------- ----------- -------------- ----------- -------------- ----------- --------------
Total 796,950 79,695 916,722 91,672 1,007,265 100,727
------------------------------- ----------- -------------- ----------- -------------- ----------- --------------
The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance and exposure are reviewed at each Board meeting.
Currency risk
Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of changes in foreign exchange rates.
At 30 June 2019, the Company held cash balances in GBP Sterling of GBP291,000 ($371,000) (30 June 2018: GBP58,000 ($77,000) and 31 December 2018: GBP245,000 ($312,000)) and in Euro of EUR3,000 ($4,000) (30 June 2018: EUR1,000 ($2,000) and 31 December 2018: EUR1,000 ($2,000)).
The currency exposures (including non-financial assets) of the Company as at 30 June 2019:
Other net
-----------
assets/
-----------
Cash Investments (liabilities) Total
$000 $000 $000 $000
----------- -------- ------------ -------------- ----------
Sterling 371 - 2 -
Euro 4 - - 4
US Dollar 612,513 796,950 (410) 1,379,760
----------- -------- ------------ -------------- ----------
612,888 796,950 (408) 1,409,430
----------- -------- ------------ -------------- ----------
The currency exposures (including non-financial assets) of the Company as at 30 June 2018:
Other net
-----------
assets/
Cash Investments (liabilities) Total
$000 $000 $000 $000
----------- -------- ------------ -------------- ----------
Sterling 77 - (95) (18)
Euro 2 - - 2
US Dollar 612,809 1,007,265 3,432 1,623,506
----------- -------- ------------ -------------- ----------
612,888 1,007,265 3,337 1,623,490
----------- -------- ------------ -------------- ----------
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
----------- -------- ------------ -------------- ----------
363,571 1,007,265 9,185 1,380,022
----------- -------- ------------ -------------- ----------
A 10 per cent. increase in the Sterling exchange rate would have increased net assets by $30,000 (30 June 2018 $3,000 and 31 December 2018: $10,000). A 10 per cent. decrease would have decreased net assets by the same amount (30 June 2018: same and 31 December 2018: same).
Interest rate risk
Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate movements may potentially affect future cash flows from:
-- investments in fixed interest rate securities and unquoted loans; and
-- the level of income receivable on cash deposits and liquidity funds.
The Lexicon loan, Novocure loans and the convertible bond have a fixed interest rate and therefore are not subject to interest rate risk. At 30 June 2019, the Lexicon, Novocure loan and the convertible bond represented 8.83 per cent., 10.64 per cent and 1.51 per cent. of the Company's net assets, respectively (30 June 2018: 13.55 per cent., 16.33 per cent., and nil per cent and 31 December 2018: 9.02 per cent,10.87 per cent and nil per cent). The RPS Note was fully redeemed in the year to 31 December 2018 (30 June 2018: representing 5.69 per cent. of the Company's Net Assets).
The Amicus loan, Biodelivery Sciences loan, Sebela loan, BPCR Ongdapa loan and cash and cash equivalents, including investments in liquidity funds, have a floating rate of interest. At 30 June 2019, these represented nil per cent., nil per cent, 21.14 per cent., 2.19 per cent. and 43.13 per cent. of the Company's net assets, respectively (30 June 2018: nil per cent., nil per cent., 21.14 per cent., 2.19 per cent. and 16.24 per cent. and 31 December 2018: 10.87 per cent., nil per cent., 13.67 per cent., 4.67 per cent. and 26.35 per cent.). The Tranche A and B loans of Tesaro were fully redeemed in the period to 30 June 2019 (June 2018: representing 24.17 per cent. of the Company's net assets, 31 December 2018: representing 23.33 per cent. of the Company's net assets).
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. At 30 June 2019, the Company had cash and cash equivalents, including investments in liquidity/money market funds with balances of $612,888,000 (30 June 2018: $149,194,000 and 31 December 2018: $363,572,000) and maximum unfunded commitments of $56,969,000-$76,969,000 (30 June 2018: $161,500,000-$181,500,000 and 31 December 2018: $75,591,000-$95,591,000).
The Company maintains sufficient liquid investments through its cash and cash equivalents to pay accounts payable, accrued expenses and ongoing expenses of the Company. Liquidity risk is manageable through a number of options, including the Company's ability to issue debt and/or equity and by selling all or a portion of an investment in the secondary market.
(iii) Credit risk
This is the risk the Company's trade and other receivables will not meet their obligations to the Company. While the Company will often seek to be a secured lender for each debt asset, there is no guarantee that the relevant borrower will repay the loan or that the collateral will be sufficient to satisfy the amount owed. All of the Company's investments are senior secured investments as detailed in the Portfolio Information above.
When the Investment Manager makes an investment, the creditworthiness of the counterparty is taken into account so as to minimise the risk to the Company of default. Creditworthiness is assessed on an ongoing basis and changes to a counterparty's risk profile are monitored by the Investment Manager on a regular basis, and discussed with the Board at quarterly meetings.
The Company's maximum exposure to credit risk at any given time is the fair value of its investment portfolio and the non-current accrued income from it's subsidiary. At 30 June 2019, the Company's maximum exposure to credit risk was $800,999,000 (30 June 2018: $927,844,000 and 31 December 2018: $1,008,253,000). 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 period.
18. RELATED PARTY TRANSACTIONS
The amount incurred in respect of management fees during the period to 30 June 2019 was $7,053,000, of which $3,510,000 was outstanding at 30 June 2019. The amount due to the Investment Manager for performance fees at 30 June 2019 was $7,794,000, all of which was outstanding as at 30 June 2019.
The amount incurred in respect of Directors' fees during the period to 30 June 2019 was $191,000 of which $nil was outstanding at 30 June 2019.
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 the period to 30 June 2019, the Company recorded interest of $6,788,000 (2018: $5,363,000). The outstanding balance as at 30 June 2019 was $150,000,000 (2017: $150,000,000).
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 $38,622,000 to RPI Acquisitions in the first half of 2019 (2018: $19,985,000) for the Purchased Payments. In the first half of 2019, the Company recorded interest of $2,542,000 (2018: $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 was available for draw by March 2019 at Lexicon's option if net XERMELO sales were greater than $25,000,000 in the preceding quarter. The Company funded $124,500,000 of the first tranche on 18 December 2017 and Lexicon has not drawn the second tranche. In the period to 30 June 2019, the Company recorded interest of $5,634,000 (2018: $5,634,000). The outstanding balance as at 30 June 2019 was $124,500,000 (2018: $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 the period to 30 June 2019, the Company recorded interest of $2,191,000 (2018: $11,194,000). 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 totaling $45,762,000. The outstanding balance as at 30 June 2019 was $Nil (2018: $322,000,000).
On 27 March 2017, the Company acquired a limited partnership interest in BioPharma III for $153,482,000. In the period to 30 June 2019, the Company recorded $nil (2018: $2,970,000) of investment income and repayments of $nil (2018: $63,673,000). The Company also recorded net gain on investments at fair value of $nil (2018: $2,014,000). On 31 January 2019 the limited partnership interest in BioPharma III was disposed of in full at cost of $6,804,967. The outstanding balance as at 30 June 2019 was $nil (2018: $64,791,000).
BioPharma III, BioPharma IV, and RPI Acquisitions are related entities of the Company due to a principal of the Investment Manager having significant influence over each of these entities.
19. CONTINGENCIES, GUARANTEES AND FINANCIAL COMMITMENTS
At 30 June 2019, there were outstanding commitments of $56,969,000 - $76,969,000 (30 June 2018: $161,500,000 - $181,500,000 and 31 December 2018: $75,591,000 - $95,591,000) in respect of investments (see Note 18 for further details).
20. SUBSEQUENT EVENTS
On 30 July 2019, the Company noted the announcement from Lexicon regarding Sanofi's notice of termination in relation to its collaboration and license agreement with Lexicon for the development and commercialization of Zynquista. Sanofi's actions do not impact XERMELO(R) which is marketed by Lexicon in the US and is partnered outside the US with Ipsen. Lexicon and Sanofi have not yet finalized the details of the termination and this process might take several weeks or months.
COMPANY INFORMATION
The Company is a closed-ended investment company incorporated on 24 October 2016. The Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the LSE and TISE on 27 March 2017.
The Company intends to carry on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010 and an investment company within the meaning of Section 833 of the Companies Act 2006.
Investment objective
The Company aims to generate long-term shareholder returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry.
Summary of investment policy
The Company will seek to achieve its investment objective primarily through investments in debt assets secured by royalties or other cash flows derived from sales of approved life sciences products. Subject to certain restrictions and limitations, the Company may also invest in unsecured debt and equity issued by companies in the life sciences industry.
The Investment Manager will select investment opportunities based upon in-depth, rigorous analysis of the life sciences products backing an investment as well as the legal structure of the investment. A key component of this process is to examine future sales potential of the relevant product which is affected by several factors, including but not limited to; clinical utility, competition, patent estate, pricing, reimbursement (insurance coverage), marketer strength, track record of safety, physician adoption and sales history.
The Company will seek to build a diversified portfolio by investing across a range of different forms of assets issued by a variety of borrowers. In particular, no more than 30 per cent. of the Company's gross assets will be exposed to any single borrower.
DIRECTORS, ADVISERS AND OTHER SERVICE PROVIDERS
Directors
Jeremy Sillem (Chairman)
Harry Hyman (Senior Independent Director)
Colin Bond
Duncan Budge
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
Financial and strategic communications
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
Independent Auditor
Pricewaterhouse Coopers LLP
7 More London Riverside
London
SE1 2RT
Joint brokers
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Legal Adviser
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
Registrar
Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
TISE Sponsor
Carey Commercial Limited
1st and 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Company Website
www.bpcruk.com
SHAREHOLDER INFORMATION
Key dates
March Annual results announced
Payment of fourth interim dividend
June Annual General Meeting
Company's half-year end
Payment of first interim dividend
September Half-yearly results announced
Payment of second interim dividend
December Company's year end
Payment of third interim dividend
Frequency of NAV publication
The Company's NAV is released to the LSE and TISE on a monthly basis and is published on the Company's website.
Annual and Half-yearly Report
Copies of the Company's Annual and Half-yearly Reports, stock exchange announcements and further information on the Company can be obtained from the Company's website www.bpcruk.com.
Identification codes
SEDOL: BDGKMY2
ISIN: GB00BDGKMY29
TICKER: BPCR
LEI: 213800AV55PYXAS7SY24
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of this announcement.
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
IR BUGDCISGBGCX
(END) Dow Jones Newswires
September 04, 2019 02:00 ET (06:00 GMT)
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