TIDMBPCR
RNS Number : 0764C
BioPharma Credit PLC
27 September 2018
BIOPHARMA CREDIT PLC
(THE "COMPANY")
HALF-YEARLY REPORT FOR THE PERIODED 30 JUNE 2018
BioPharma Credit PLC (LSE: BPCR), a specialist life sciences
debt investment trust, is pleased to present the Half-Yearly Report
of the Company for the period ended 30 June 2018.
The full Half-Yearly Report and Financial Statements can be
accessed via the Company's website at www.bpcruk.com or by
contacting the Company Secretary by telephone on 01392 477500.
INVESTMENT HIGHLIGHTS
-- During the period and post period end the Company made a
series of significant investments, considerably diversifying the
investment portfolio and materially increasing its scale:
o $150m definitive term senior secured loan agreement with
NovoCure Limited (NASDAQ: NVCR).
o $194m investment in Sebela BT Holdings Inc. through a
definitive senior-secured term-loan alongside co-investors
providing $122m amounting in total to a $316m raise.
o $100m of the second tranche of the Tesaro investment
commitment with a further $48m assigned to co-investors, resulting
in a total of $322m across both tranches.
o Post period end a $150m senior secured loan agreement with
Amicus Therapeutics Inc. (NASDAQ: FOLD) was announced.
-- $163.8m in gross proceeds were raised through a successful C Share placing in April.
-- Following the Amicus investment, the Ordinary and C Share
Class are fully invested and the C Shares are therefore eligible
into conversion into Ordinary Shares, further details of which will
be announced in due course.
-- During the period the Company paid dividends totalling $0.044
per Ordinary Share, exceeding its initial target, and post-period
end a further $0.0175. The Company is now delivering the 7 per cent
per annum announced at IPO, excluding the potential impact of C
Share conversions.
FINANCIAL HIGHLIGHTS
ORDINARY SHARES C SHARES
as at 30 June 2018 as at 30 June 2018
Share price Share price
$1.0400 $1.0350
(31 December 2017: $1.0470) -0.7%
NAV per Share NAV per Share
$1.0047 $0.9829
(31 December 2017: $1.0091) -0.4%
Premium to NAV per Share Premium to NAV per Share
3.5% 5.3%
(31 December 2017: 3.8%)
Shares in issue Shares in issue
914.3m 163.8m
(31 December 2017: 914.3m)
ASSETS ASSETS
As at 30 June 2018 As at 30 June 2018
Net assets Net assets
$918.5m $161.0m
(31 December 2017: $922.6m) -0.4%
Leverage
0%
(31 December 2017: 0%)
Portfolio Composition
As at 30 June As at 31 December
($ in millions) 2018 2017 % Change
------------------------------ -------------- ------------------ ---------
Cash and cash equivalents 149.2 350.8 (57.5)
Limited partnership interest
in BioPharma III 64.8 123.5 (47.5)
RPS Note 52.3 99.7 (47.5)
Tesaro senior secured loan 322.0 222.0 45.0
Lexicon senior secured loan 124.5 124.5 0.0
Novocure senior secured loan 150.0 - N/A
Sebela senior secured loan 194.2 - N/A
BMS purchased payments 20.0 - N/A
C Shares (161.0) - N/A
Other net assets 2.5 2.1 19.0
------------------------------- -------------- ------------------ ---------
Total net assets 918.5 922.6 (0.4)
------------------------------- -------------- ------------------ ---------
Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon
Advisors L.P., the Investment Manager of BioPharma Credit PLC
said:
"We are delighted by the continuing positive progress in
deploying the proceeds that were delivered from three successful
capital raises since IPO in March 2017, including the $163.8m C
Share issue that was concluded during the period. We are now fully
invested across both share classes having announced two major new
investments during the period and one further investment following
the period end, in addition to funding our existing commitments.
These investments have delivered considerable diversification and
scale to our investment portfolio. The Company is well positioned
to generate uncorrelated long-term shareholder returns, which are
predominantly in the form of sustainable income distributions.
These returns are currently delivering the 7% dividend yield target
announced at IPO, drawn from exposure to an increasingly
diversified major debt investment portfolio in the life sciences
industry. We continue to see a number of attractive investment
opportunities in our pipeline which we will seek to fund through
debt, equity or a combination of both."
Results presentation
As announced on 28 August 2018, a management presentation will
be delivered via conference facility today at 11:30am GMT. To
request dial-in details, please RSVP 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 listed specialist debt
investor to the life sciences industry and joined the LSE in March
2017. The Company seeks to provide long-term shareholder returns,
principally in the form of sustainable income distributions from
exposure to the life sciences industry. The Company seeks to
achieve this objective primarily through investments in debt assets
secured by royalties or other cash flows derived from the sales of
approved life sciences products.
CORPORATE SUMMARY
Investment Objective
The Company aims to generate long-term shareholder returns,
predominantly in the form of sustainable income distributions from
exposure to the life sciences industry.
Structure
The Company is a closed-ended publicly limited company
incorporated in the United Kingdom. It was registered in England
and Wales under the Act on 24 October 2016. The Company is listed
on the Specialist Fund Segment ("SFS") of the London Stock
Exchange.
Investment Adviser
Pharmakon Advisors, the Company's Investment Manager, was
founded in 2009 and has invested $1.9 billion in 27 transactions
across four private funds and BioPharma Credit PLC through 31
December 2017. The first four funds are now fully invested. Drawing
upon the expertise and successful track record of Pharmakon
Advisors, the Company enjoys access to its extensive,
industry-focused knowledge and contacts to source, analyse and
structure attractive investment opportunities.
Through a shared services agreement with Royalty Pharma, founded
in 1996, the Investment Manager is able to rely on the
complementary expertise of the team behind the market leading
investor in pharmaceutical royalties.
CHAIRMAN'S STATEMENT
THE BOARD IS PLEASED TO PRESENT THE COMPANY'S INTERIM RESULTS
FOR THE SIX MONTHSED 30 JUNE 2018.
Introduction
During the first half of 2018, the Company announced two new
investments totalling $344.2 million. In addition, the Company
funded $20.0 million of the commitment it made in 2017 to acquire
an interest in a stream of payments from Bristol Myers Squibb as
well as $100.0 million out of its $148.0 million commitment to
Tesaro, assigning the remaining $48.0 million to other investors.
In the period the Company's seed assets declined by $106.0 million
to $117.1 million.
As a result of this activity, together with the development of a
pipeline of additional investment opportunities, the Board
determined to raise additional capital in the form of C Shares. On
13 April 2018, the Company announced the completion of the Placing
and Offer for Subscription of 163.8 million C Shares at $1.00
each.
On 29 June 2018, the Company held its first Annual General
Meeting at which all resolutions were passed.
Shareholder Returns and Investment Performance
On 30 June 2018, the Company's Ordinary Shares closed at
$1.0400, a slight discount to the closing price on 31 December 2017
of $1.0470. During the same period, the Net Asset Value ("NAV") per
Ordinary Share decreased by 0.44 cents from $1.0091 on 31 December
2017 to $1.0047 per share on 30 June 2018. The Company's C Shares
closed at $1.0350 on 30 June 2018, a 3.5 per cent increase from
their price at admission. NAV per C Share grew from 98.00 cents per
share at admission to 98.29 cents per share on 30 June 2018. During
the period, the Company made three dividend payments of $0.01,
$0.021 and $0.0134 on Ordinary Shares referencing earnings for the
quarters ended 30 September 2017, 31 December 2017 and 31 March
2018 respectively. On 16 August 2018, the Company announced a
dividend of $0.0175 per Ordinary Share which represents a yield on
issue price of 7.0 per cent on an annualised basis.
As of 30 June 2018, the Company had gross assets of $1,077.0
million, represented by $927.8 million in investments and $149.2
million in cash. As of the same date, the Ordinary Shares were
fully invested and $11.1 million of the C Shares had been
invested.
Subsequent to the end of the period, the Company announced, on
20 September 2018, that it had entered into a definitive loan
agreement for $150 million with Amicus Therapeutics, Inc. The loan
will be funded from assets attributable to the C Shares of the
Company which, as a result, will become fully invested and eligible
for conversion into the Company's Ordinary Shares.
Jeremy Sillem
Chairman
26 September 2018
INVESTMENT MANAGER'S REPORT
THE COMPANY'S EXISTING PORTFOLIO INVESTMENTS CONTINUED TO
PERFORM WELL. PHARMAKON'S ENGAGEMENT WITH MULTIPLE POTENTIAL
COUNTERPARTIES RESULTED IN THE EXECUTION OF TWO NEW TRANSACTIONS,
INVESTING $344 MILLION.
We are delighted with the results of these past six months. The
Company's existing portfolio investments continued to perform well.
Pharmakon's engagement with multiple potential counterparties
resulted in the execution of two new transactions, investing $344
million. In addition, BioPharma Credit disbursed an additional $120
million during the period corresponding to prior funding
commitments, bringing the total amount invested during the period
to $464 million. The Company also raised a total of $163.8 million
C Shares, issued at a price of $1.00 each, of which $11.1 million
was used to fund a portion of the second tranche of Tesaro. Below
is a summary of the most recent investment activity together with
an update on the seed assets acquired at the time of IPO.
Investments
Sebela
On 1 May 2018, BioPharma Credit co-led a $316 million senior
secured term loan for Sebela BT Holdings Inc ("Sebela"), a
subsidiary of Sebela Pharmaceuticals. The Company committed to a
$194 million investment, with the remaining $122 million balance
coming from co-investors. The five-year senior secured loan begins
amortising in the third quarter of 2018 and fully matures in
December 2022. The loan has a high single-digit coupon (uncapped)
and includes upfront structuring fees. Sebela is a private
specialty pharmaceutical company focused on gastro-intestinal
medicines, dermatology, and women's health with pro-forma sales of
approximately $250 million.
Novocure
On 7 February 2018, the Company entered into a senior secured
loan agreement for $150 million with Novocure Limited (NASDAQ:
NVCR) ("Novocure"), a commercial stage oncology company with a
market capitalisation of approximately $2.9 billion as of 30 June
2018.
The $150 million loan will mature in February 2023 and bears
interest at 9.0 per cent per annum. Novocure used $100 million of
the net proceeds to entirely prepay the $100 million, 10.0 per cent
coupon loan made by BioPharma III Holdings, LP ("BioPharma III") in
2015 that was scheduled to mature in 2020. BioPharma Credit is a
limited partner in BioPharma III and therefore received a
distribution of approximately $46 million from BioPharma III as a
result of the prepayment from Novocure.
Novocure manufactures and sells the Optune system, a cancer
treatment centered on a proprietary therapy called TTFields, which
involves the use of electric fields tuned to specific frequencies
to disrupt solid tumor cancer cell division. Optune is currently
approved for the treatment of adults with Glioblastoma ("GBM"). On
26 July 2018, Novocure reported unaudited revenues of $113.6
million for the first six months of 2018 and $177.0 million for the
full year ended 31 December 2017. Novocure invests meaningfully in
R&D and has late stage trials (Phase III pilot studies)
underway for TTFields in brain metastases, non-small cell lung
cancer and pancreatic cancer.
Tesaro, Inc.
On 21 November 2017, the Company and BioPharma Credit
Investments IV, S.àr.L. ("BioPharma IV") entered into a definitive
loan agreement for up to $500 million with Tesaro, Inc. (NASDAQ:
TSRO) ("Tesaro") a commercial stage oncology company with a market
capitalisation of approximately $2.4 billion as of 30 June 2018.
Under the terms of the transaction, the Company funded $222 million
of the $300 million first tranche on 6 December 2017 and committed
to invest up to $148 million of the second tranche of $200 million
by 20 December 2018 at Tesaro's option. On 3 May 2018, BioPharma
Credit received notice from Tesaro requesting funding of the $200
million second tranche by 1 August 2018. While there was no
obligation to fund prior to this date, Tesaro expressed a
preference for funding by 30 June 2018. The Company funded $100
million on 29 June 2018 and assigned its remaining $48 million
second tranche commitment to other investors, resulting in a total
investment in the Tesaro loan of $322 million across both
tranches.
The Tesaro loan has a term of seven years and is secured by
Tesaro's US rights to ZEJULA(R). The first $300 million tranche
bears interest at LIBOR plus 8 per cent and the second tranche
bears interest at LIBOR plus 7.5 per cent. The LIBOR rate is
subject to a floor of 1 per cent and certain caps. Each tranche of
the loan is interest only for the first two years, amortises over
the remaining term, and can be prepaid at Tesaro's discretion at
any time, subject to prepayment fees.
Lexicon Pharmaceuticals, Inc.
On 4 December 2017, the Company and BioPharma IV entered into a
definitive term loan agreement for up to $200 million with Lexicon
Pharmaceuticals, Inc. (NASDAQ: LXRX) ("Lexicon"), a fully
integrated biopharmaceutical company with a market capitalisation
of approximately $1.3 billion as of 30 June 2018. The $200 million
loan will be available in two tranches, each maturing in December
2022 and bearing interest at 9 per cent per annum. The first $150
million was available immediately and an additional tranche of $50
million is available for draw down by March 2019 at Lexicon's
option if net XERMELO(R) sales are greater than $25 million in the
preceding quarter. Under the terms of the transaction, the Company
will invest up to $166 million ($124.5 million in the first tranche
and up to an additional $41.5 million by 30 March 2019) and
BioPharma IV will invest up to $34 million in parallel with the
Company, which will act as collateral agent. The loan is secured by
substantially all of Lexicon's assets, including its rights to
XERMELO and Sotagliflozin. The first $150 million tranche was
funded on 18 December 2017.
In May 2018, the U.S. Food and Drug Administration ("FDA")
accepted Lexicon collaborator Sanofi's New Drug Application ("NDA")
for sotagliflozin for use in combination with insulin therapy to
improve glycemic control in adults with type 1 diabetes mellitus
with a PDUFA date of 22 March 2019.
Bristol-Myers Squibb, Inc.
On 8 December 2017, the Company's wholly-owned subsidiary
entered into a purchase, sale and assignment agreement with a
wholly-owned subsidiary of Royalty Pharma Investments ("RPI"), an
affiliate of the Investment Manager, for the purchase of a 50 per
cent interest in a stream of payments (the "Purchased Payments")
acquired by RPI's subsidiary from Bristol-Myers Squibb (NYSE: BMY)
("BMS") through a purchase agreement dated 14 November 2017. As a
result of the arrangements, RPI's subsidiary and the Company's
subsidiary will each be entitled to the benefit of 50 per cent of
the Purchased Payments under identical economic terms. The
Purchased Payments are linked to tiered worldwide sales of Onglyza
and Farxiga, diabetes agents marketed by AstraZeneca, and related
products. The Company is expected to fund $140 million to $160
million between 2018 and 2019, determined by product sales over
that period, and will receive payments from 2020 through 2025. The
Purchased Payments are expected to generate attractive
risk-adjusted returns in the high single digits per annum. On 24
May 2018, the Company funded its first Purchase Payment based on Q1
2018 sales for a total of $20 million out of the originally
expected range of $140 million to $160 million.
Update on seed assets
The Company acquired $338.6 million in seed assets at the time
of the IPO in March 2017, consisting of a $185.1 million investment
in the RPS Note and a 46 per cent limited partnership interest in
BioPharma III, valued at $153.5 million at the time of the IPO.
BioPharma III
From 31 December 2017 through 30 June 2018, BioPharma Credit
received distributions from BioPharma III totalling $63.7 million,
including $60.7 million in capital distributions which reduced the
value of the investment from $123.5 million at 31 December 2017 to
$64.8 million at 30 June 2018. The table below provides the change
in the balance of the individual investments held by BioPharma III,
in which the Company holds a 46 per cent limited partnership
interest:
Asset value at Asset value at
Investment amount 31 December 2017 30 June 2018
Counterparty/borrower ($ in millions) ($ in millions) ($ in millions)
----------------------- ------------------ ------------------ -----------------
Vivus 50 7 -
Valneva 41 28 21
Novocure 100 100 -
Depomed 150 94 80
iRhythm 30 30 30
----------------------- ------------------ ------------------ -----------------
Total 371 259 131
----------------------- ------------------ ------------------ -----------------
During this period, the investments held by BioPharma III
performed as expected.
RPS Note
From 31 December 2017 through 30 June 2018, BioPharma Credit
received payments from the RPS Note totalling $53.0 million,
including $47.3 million in amortisation payments, which reduced the
value of the investment from $99.6 million on 31 December 2017 to
$52.3 million at 30 June 2018.
Investment outlook
The life sciences industry has continued to perform well during
these past months, as reflected by the major equity indices.
Through 30 June 2018, the New York Stock Exchange Biotechnology
Index ("BTK Index") increased by 5.5 per cent since 31 March 2018
and by 12.5 per cent since the start of the year. Beyond reflecting
the overall health of the industry, this index is relevant to the
Company because potential borrowers are more inclined to issue
equity or convertible bonds at times when equity markets are
strong, limiting the number and size of fixed-income investment
opportunities for the Company.
Equity and convertible issuance during this period was higher
than the recent past. Global equity issuance by life sciences
companies during the first half of 2018 was $35.7 billion,
accelerating from the $27.2 billion issued during the first half of
2017. US issuance of life sciences convertible bonds increased
128.2 per cent from $2.3 billion during the first half of 2017 to
$5.2 billion in the first half of 2018.
Acquisition financing is a very important driver of capital
needs in the life sciences industry. An active M&A market helps
drive opportunities for investors such as the Company, as acquiring
companies need to raise finance to fund acquisitions. Global life
sciences M&A volume during the first half of 2018 was $126.6
billion, 13.7 per cent more than the $111.3 billion witnessed
during the first half of 2017, reflecting an increase across the
broader, all industry, M&A market that saw a 4 per cent
increase over the same period. It is widely believed that this
increase in M&A activity was caused by the greater visibility
provided by US tax reform which was enacted in December 2017. The
Company benefited from M&A activity during the period through
the successful execution of the Sebela transaction and is
encouraged by the number of M&A opportunities that are starting
to build up and should lead to a more active market over the next
few months.
In conclusion, there continues to be a robust pipeline of
investment opportunities, but their execution is dependent on a
number of factors that are not completely within the control of the
Company. In addition, given the recent pace of investment
activities, we will continue to explore additional sources of
capital in order to finance new investments and fund existing
commitments. We remain focused on our mission of creating the
premier dedicated provider of debt capital to the life sciences
industry while generating attractive returns and sustainable income
to investors. Furthermore, we remain confident of our ability to
deliver attractive returns that will enable the Company to pay a
robust dividend yield for our investors.
Pedro Gonzalez de Cosio
Co-founder and CEO, Pharmakon
26 September 2018
PORTFOLIO INFORMATION
Fair Value Expected % of Gross
Asset Counterparty/borrower Underlying Product ($m) Maturity Assets
-------------------------- ----------------------- ------------------------- ----------- ---------- -----------
Limited partnership interest in BioPharma III
Senior secured loan Valneva Ixiaro 9.7 2018 1
Nucynta, Gralise, three
Senior secured loan Depomed others 37.0 2021 4
Senior secured loan iRhythm Optune 13.9 2021 1
Other net assets 4.2 0
------------------------------------------------------------------------------ ----------- ---------- -----------
Limited partnership interest in BioPharma
III 64.8 various 6
--------------------------------------------------- ------------------------- ----------- ---------- -----------
RPS Note RPS 22 products 52.3 2019 5
Tesaro senior secured
loan Tesaro ZEJULA(R) and VARUBI(R) 322.0 2024 30
Lexicon senior secured XERMELO(R) and
loan Lexicon sotagliflozin 124.5 2022 11
Novocure senior secured
loan Novocure 150.0 2023 14
Sebela senior secured
loan Sebela 194.2 2022 18
BMS purchased payments Bristol-Myers Onglyza and Farxiga 20.0 2026 2
-------------------------- ----------------------- ------------------------- ----------- ---------- -----------
Total investments 927.8 86
------------------------------------------------------------------------------ ----------- ---------- -----------
Cash and cash equivalents 149.2 14
Gross assets 1,077.0 100
------------------------------------------------------------------------------ ----------- ---------- -----------
INTERIM MANAGEMENT REPORT AND STATEMENT OF DIRECTORS'
RESPONSIBILITIES
Interim management report
The important events that have occurred during the period under
review, the key factors influencing the financial statements and
the principal factors that could impact the remaining six months of
the financial year are set out in the Chairman's statement and the
Investment Manager's report above.
The Directors consider that the principal risks facing the
Company are substantially unchanged since the date of the annual
report for the period ended 31 December 2017 and continue to be as
set out on pages 22 to 25 of that report, with the exception of the
risk posed to the Company by its total exposure to Tesaro. The
Company funded $100 million and assigned its remaining $48 million
second tranche commitment to other investors. All obligations for
the senior secured loan to Tesaro have been met.
Risks faced by the Company include, but are not limited to:
-- Failure to achieve target returns;
-- Dependence on the ability and expertise of the Investment
Manager;
-- Commitments to make future investments that exceed the
Company's current liquidity;
-- The Investment Manager's ability to source and advise
appropriately on investments;
-- The Board's ability to find a replacement investment manager
if the Investment Manager resigns;
-- Concentration in the Company's portfolio may affect the
Company's ability to achieve its investment objective;
-- Life sciences products are subject to intense competition and
various other risks;
-- Investments in debt obligations are subject to credit and
interest rate risks;
-- Counterparty risk;
-- Sales of life sciences products are subject to regulatory
actions that could harm the Company's ability to make distributions
to investors;
-- Net asset values published will be estimates only and may
differ materially from actual results; and
-- Changes in taxation legislation or practice may adversely
affect the Company and the tax treatment for shareholders investing
in the Company.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge:
-- this set of financial statements has been prepared in
accordance with International Accounting Standard ("IAS") 34,
'Interim Financial Reporting', as adopted by the European Union;
and gives a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
-- this Half-Yearly Financial Report includes a fair review of
the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place during the
first six months of the financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions that could do so.
This Half-Yearly Financial Report was approved by the Board of
Directors on 26 September 2018 and the above responsibility
statement was signed on its behalf by Jeremy Sillem, Chairman.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the period from 1 January 2018 to 30 June 2018
(In $000s except per share amounts)
Period ended 30 June Period ended 30 June
2018 (Unaudited) 2017 (Unaudited)
---------------------------- ----------------------------
Note Revenue Capital Total Revenue Capital Total
------------------------- ----- -------- -------- -------- -------- -------- --------
Income
Investment
income 3 37,726 - 37,726 4,651 - 4,651
Other income 3 2,438 - 2,438 912 - 912
Net gains on
investments
at fair value 7 - 2,014 2,014 - 4,124 4,124
Currency exchange
(losses)/gains - (16) (16) - 12 12
------------------------- -----
Total income 40,164 1,998 42,162 5,563 4,136 9,699
Expenses
Management
fee 4 (4,852) - (4,852) (1,956) - (1,956)
Directors'
fees 4 (163) - (163) (88) - (88)
Other expenses 4 (1,390) (112) (1,502) (524) - (524)
------------------------- -----
Total expenses 4 (6,405) (112) (6,517) (2,568) - (2,568)
------------------------- ----- -------- -------- -------- -------- -------- --------
Return on ordinary
activities
before finance
costs and taxation 33,759 1,886 35,645 2,995 4,136 7,131
Finance costs
- general (2) - (2) - - -
Finance costs
- C Share amortisation 13 (451) (23) (474) - - -
Return on ordinary
activities
after finance
costs and before
taxation 33,306 1,863 35,169 2,995 4,136 7,131
Taxation on
ordinary activities 5 - - - - - -
------------------------- -----
Return on ordinary
activities
after finance
costs and taxation 33,306 1,863 35,169 2,995 4,136 7,131
------------------------- ----- -------- -------- -------- -------- -------- --------
Net revenue
and capital
return per
Ordinary Share
(basic and
diluted) 11 $0.0364 $0.0020 $0.0384 $0.0040 $0.0055 $0.0095
Net revenue
and capital
return per
C Share (basic
and diluted) 11 $0.0028 $0.0001 $0.0029 - - -
------------------------- ----- -------- -------- -------- -------- -------- --------
The total column of this statement is the Company's Statement of
Comprehensive Income prepared in accordance with International
Financial Reporting Standards ("IFRS") as endorsed by the EU. The
supplementary revenue and capital columns are presented for
information purposes as recommended by the Statement of Recommended
Practice ("SORP") issued by the Association of Investment Companies
("AIC").
All items in the above Statement derive from continuing
operations.
There is no other comprehensive income, and therefore the return
on ordinary activities after finance costs and taxation is also the
total comprehensive income.
The notes below form part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2018 to 30 June 2018
(In $000s)
Share Special Total equity 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 to
Ordinary
shareholders 6 - - (47) - (39,157) (39,204)
-------------------------- -----
Net assets attributable
to shareholders at 30
June
2018 9,143 150,377 734,309 3,708 21,000 918,537
-------------------------- ----- -------- -------- -------------- -------- --------- --------------------------
Total equity
Share Special attributable
to shareholders
Share premium distributable Capital Revenue of the
For the period from 24
October 2016
(Date of Incorporation)
to 30 June 2017
(Unaudited) Note capital account reserve* reserve reserve* Company
Net assets attributable
to shareholders at 24
October
2016 - - - - - -
Gross proceeds of share
issue 7,619 754,258 - - - 761,877
Share issue costs - (15,237) - - - (15,237)
Transfer to special
distributable
reserve 14 - (739,021) 739,021 - - -
Share premium
cancellation
costs - - (41) - - (41)
Return on ordinary
activities
after finance costs and
taxation - - - 4,136 2,995 7,131
------------------------- -----
Net assets attributable
to shareholders at 30
June
2017 7,619 - 738,980 4,136 2,995 753,730
------------------------- ----- -------- ---------- -------------- -------- --------- -------------------------
* The special distributable reserve and revenue reserves can be
distributed in the form of dividends.
The notes below form part of these financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
(In $000s except per share amounts)
30 June 2018 31 December
Note (Unaudited) 2017 (Audited)
--------------------------------------- ----- ------------- ----------------
Non-current assets
Investments at fair value through
profit or loss 7 927,844 569,630
--------------------------------------- -----
Current assets
Trade and other receivables 8 5,513 5,038
Cash and cash equivalents 9 149,194 350,822
--------------------------------------- -----
154,707 355,860
--------------------------------------- -----
Total assets 1,082,551 925,490
--------------------------------------- -----
Current liabilities
Trade and other payables 10 3,033 2,916
C Shares 13 160,981 -
--------------------------------------- -----
Total liabilities 164,014 2,916
--------------------------------------- ----- ------------- ----------------
Total assets less current liabilities 918,537 922,574
Net assets 918,537 922,574
--------------------------------------- ----- ------------- ----------------
Represented by:
Share capital 14 9,143 9,143
Share premium account 150,377 150,379
Special distributable reserve 14 734,309 734,356
Capital reserve 3,708 1,845
Revenue reserve 21,000 26,851
--------------------------------------- -----
Total equity attributable to Ordinary
shareholders of the Company 918,537 922,574
--------------------------------------- ----- ------------- ----------------
Net asset value per Ordinary Share
(basic and diluted) 12 $1.0047 $1.0091
--------------------------------------- ----- ------------- ----------------
Net asset value per C Share (basic
and diluted) 12 $0.9829 -
--------------------------------------- ----- ------------- ----------------
The financial statements of BioPharma Credit PLC registered
number 10443190 were approved and authorised for issue by the Board
of Directors on 26 September 2018 and signed on its behalf by:
Jeremy Sillem
Chairman
The notes below form part of these financial statements.
CONDENSED CASH FLOW STATEMENT
For the period from 1 January 2018 to 30 June 2018
(In $000s)
Period ended Period ended
-----------------------------------------
30 June 2018 30 June 2017
-----------------------------------------
Note (Unaudited) (Unaudited)
----------------------------------------- ----- ------------- -------------
Cash flows from operating activities
Investment income received 37,890 871
Other income received 2,547 492
Investment management fee paid (4,276) -
Finance costs paid (5) -
Other expenses paid (1,973) (531)
----------------------------------------- ----- ------------- -------------
Cash generated from operations 16 34,183 832
Taxation paid - -
----------------------------------------- ----- ------------- -------------
Net cash flow generated from
operating activities 34,183 832
----------------------------------------- ----- ------------- -------------
Cash flow from investing activities
Purchase of investments 7 (464,265) (185,130)
Redemptions of investments 7 108,065 66,671
----------------------------------------- ----- ------------- -------------
Net cash flow used in investing
activities (356,200) (118,459)
----------------------------------------- ----- ------------- -------------
Cash flow from financing activities
Gross proceeds of Ordinary Share
issue - 608,395
Ordinary Share issue costs (328) (11,986)
Dividends paid to Ordinary shareholders 6 (39,204) -
Gross proceeds of C Share issue 13 163,782 -
C Share issue costs (3,845) -
----------------------------------------- ----- ------------- -------------
Net cash flow generated from
financing activities 120,405 596,409
----------------------------------------- ----- ------------- -------------
(Decrease)/increase in cash and
cash equivalents for the period (201,612) 478,782
----------------------------------------- ----- ------------- -------------
Cash and cash equivalents at
start of period 9 350,822 -
Revaluation of foreign currency
balances (16) 12
----------------------------------------- ----- ------------- -------------
Cash and cash equivalents at
end of period 9 149,194 478,794
----------------------------------------- ----- ------------- -------------
The notes below form part of these financial statements.
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the
Company's interim condensed financial statements or Half-Yearly
Report for the period ended 30 June 2018. The Half-Yearly Report,
including the interim condensed financial statements, for the
period ended 30 June 2018 was approved by the Board on 26 September
2018. The Auditor has reviewed those accounts; their report was (i)
unqualified, (ii) did not include a reference to any matters to
which the Auditor drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under
Section 498 (2) or (3) of the Companies Act 2006.
NOTES TO THE FINANCIAL STATEMENTS
For the period from 1 January 2018 to 30 June 2018
1. GENERAL INFORMATION
BioPharma Credit PLC is a closed-ended investment company
incorporated and domiciled in England and Wales on 24 October 2016
with registered number 10443190. The registered office of the
Company is Beaufort House, 51 New North Road, Exeter, EX4 4EP.
The Company carries on the business as an investment trust
company within the meaning of Sections 1158/1159 of the Corporation
Tax Act 2010.
The Company's Investment Manager is Pharmakon Advisors L.P.
("Pharmakon"), Pharmakon is a limited partnership established under
the laws of the State of Delaware. It is registered as an
investment adviser with the Securities and Exchange Commission
("SEC") under the United States Investment Advisers Act of 1940, as
amended.
Pharmakon is authorised as an Alternative Investment Fund
Manager ("AIFM") under the Alternative Investment Fund Managers
Directive ("AIFMD").
2. ACCOUNTING POLICIES
a) Basis of preparation
The Company's condensed half-year financial statements cover the
period from 1 January 2018 to 30 June 2018 and have been prepared
in conformity with IAS 34 'Interim Financial Reporting'. They do
not include all financial information required for full annual
financial statements and have been prepared using the accounting
policies adopted in the audited financial statements which covers
the period from incorporation on 24 October 2016 to 31 December
2017. The Company's annual financial statements were prepared in
conformity with IFRS as adopted by the EU, which comprise standards
and interpretations approved by the International Accounting
Standards Board ("IASB"), and as applied in accordance with the AIC
SORP (issued in November 2014, updated in January 2017 and February
2018 with consequential amendments) for the financial statements of
investment trust companies and venture capital trusts, except to
any extent where it is not consistent with the requirements of
IFRS. The financial statements have adopted the following
accounting policies in their preparation which remain consistent
with the accounting policies adopted in the audited financial
statements which covers the period from incorporation on 24 October
2016 to 31 December 2017.
The financial statements are presented in US Dollars, being the
functional currency of the Company. The financial statements have
been prepared on a going concern basis under historical cost
convention, except for the measurement at fair value of investments
measured at fair value through profit or loss.
The Company's condensed half-year information contained in this
half-yearly report does not constitute full statutory accounts as
defined in Section 434 of the Companies Act 2006. The financial
information for the periods ended 30 June 2018 and 30 June 2017
does not cover a full financial year and has not been audited. The
information for the financial period from incorporation on 24
October 2016 to 31 December 2017 has been extracted from the latest
published financial statements, which have been delivered to the
Registrar of Companies. The Independent Auditor's Report on those
financial statements contained no qualification or statement under
Section 498 of the Companies Act 2006.
Assessment as an investment entity
Entities that meet the definition of an investment entity within
IFRS 10 'Consolidated Financial Statements' are required to measure
their subsidiaries at fair value through profit or loss rather than
consolidate the entities. The criteria which define an investment
entity are as follows:
-- an entity that obtains funds from one or more investors for
the purpose of providing those investors with investment
services;
-- an entity that commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
-- an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Directors have concluded that the Company meets the
characteristics of an investment entity, in that it has more than
one investor and its investors are not related parties; holds a
portfolio of investments, predominantly in the form of loans which
generate returns through interest income. All investments,
including its subsidiary BPCR Ongdapa Limited, are reported at fair
value to the extent allowed by IFRS.
b) Presentation of Condensed Statement of Comprehensive
Income
In order to better reflect the activities of an investment trust
company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Condensed Statement of
Comprehensive Income between items of a revenue and capital nature
has been prepared alongside the Income Statement.
c) Segmental reporting
The Directors are of the opinion that the Company has one
operating and reportable segment being the investment in debt
assets secured by royalties or other cash flows derived from the
sales of approved life sciences products.
d) Investments at fair value through profit or loss
The principal activity of the Company is to invest in
interest-bearing debt assets with a contractual right to future
cash flows derived from royalties or sales of approved life
sciences products. In accordance with IFRS, the assets are measured
at fair value through profit or loss. They are accounted for on
their trade date at fair value, which is the cost of the
investment. The fair value of the asset reflects any contractual
amortising balance and accrued interest.
For unlisted investments where the market for a financial
instrument is not active, fair value is established using valuation
techniques which may include recent arm's length market
transactions between knowledgeable, willing parties, if available;
reference to the current fair value of another instrument that is
substantially the same; discounted cash flow analysis and option
pricing models. Where there is a valuation technique commonly used
by market participants to price the instrument and that technique
has proved reliable from estimates of prices obtained in actual
market transactions, that technique is utilised.
The fair value is either bid price or the last traded price on
the exchange where the investment is listed.
Changes in the fair value of investments held at fair value
through profit or loss and gains or losses on disposal are
recognised in the Condensed Statement of Comprehensive Income as
gains or losses from investments held at fair value through profit
or loss. Transaction costs incurred on the purchase and disposal of
investments are included within the cost or deducted from the
proceeds of the investments. All purchases and sales are accounted
for on trade date.
e) C Share financial liability
Pursuant to the Company's Articles of Association (the
"Articles"), the Directors have determined the last day for the
conversion for each class of C Shares issued to be the last
calendar day in the month falling 12 months after the relevant
Admission (the "Back Stop Date", or 30 April 2019). Under IAS 32
'Financial Instruments: Presentation', these C Shares meet the
definition of a financial liability rather than an equity
instrument. C Shares are recognised on issue at fair value less
directly attributable issuance costs.
f) Foreign currency
Transactions denominated in currencies other than US Dollars are
recorded at the rates of exchange prevailing on the date of the
transaction. Items which are denominated in foreign currencies are
translated at the rates prevailing on the balance sheet date. Any
gain or loss arising from a change in exchange rate subsequent to
the date of the transaction is included as an exchange gain or loss
in the Condensed Statement of Comprehensive Income.
g) Income
There are three main sources of revenue for the Company:
dividends, interest income and royalty revenue. Dividends are
receivable on equity shares and recognised on the ex-dividend date.
Where no ex-dividend date is quoted, dividends are recognised when
the Company's right to receive payment is established. Dividends
from investments in unquoted shares and securities are recognised
when they become receivable.
Interest income is recognised when it is probable that the
economic benefits will flow to the Company. Interest is accrued on
a time basis, by reference to the principal outstanding and the
effective interest rate that is applicable. Accrued interest is
included within trade and other receivables on the Condensed
Statement of Financial Position.
Any accrued income is reflected in the fair value of the
Company's limited partnership interest, and is allocated to capital
within the Condensed Statement of Comprehensive Income until the
Company's right to receive the income is established, when it is
transferred to revenue within the Condensed Statement of
Comprehensive Income.
Royalty revenue is recognised on an accrual basis in accordance
with the substance of the relevant agreement (provided that it is
probable that the economic benefits will flow to the Company and
the amount of revenue can be measured reliably). Royalty
arrangements that are based on production, sales and other measures
are recognised by reference to the underlying arrangement.
Some investments include additional consideration in the form of
structuring income, which is earned and paid on execution of the
transaction. Income from additional consideration is recognised up
front and is allocated to revenue within the Condensed Statement of
Comprehensive Income.
Bank interest and other interest receivable are accounted for on
an accruals basis.
h) Dividends paid to shareholders
Dividends to shareholders are recognised as a liability in the
period in which they are paid or approved by the Board and are
reflected in the Condensed Statement of Changes in Equity.
Dividends declared and approved after the balance sheet date are
not recognised as a liability of the Company at the balance sheet
date.
The Company may, if it so chooses, designate as an "interest
distribution" all or part of the amount it distributes to
shareholders as dividends, to the extent that it has "qualifying
interest income" for the accounting period. Were the Company to
designate any dividend it pays in this manner, it should be able to
deduct such interest distributions from its income in calculating
its taxable profit for the relevant accounting period. The Company
intends to elect for the "streaming" regime to apply to the
dividend payments it makes to the extent that it has such
"qualifying interest income". Shareholders in receipt of such a
dividend will be treated for UK tax purposes as though they had
received a payment of interest, which results in a reduction of the
corporation tax payable by the Company.
i) Expenses
All expenses are accounted for on an accruals basis. Expenses,
including investment management fees, performance fees and finance
costs, are charged through the revenue account except as
follows:
-- expenses which are incidental to the acquisition or disposal
of an investment are treated as capital costs and separately
identified and disclosed in Note 4; and
-- expenses of a capital nature are accounted for through the
capital account.
j) Trade and other receivables
Trade and other receivables do not accrue interest and are
measured at fair value through profit and loss and reduced by
appropriate allowances for estimated unrecoverable amounts, where
necessary.
k) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand
deposits, and short-term, highly liquid investments readily
convertible to known amounts of cash and subject to insignificant
risk of changes in value.
l) Trade and other payables
Trade and other payables do not accrue interest and are measured
at fair value through profit and loss.
m) Taxation
Tax on the profit or loss for the period comprises current and
deferred tax. Corporation tax is recognised in the Condensed
Statement of Comprehensive Income.
Current tax is the expected tax payable on the taxable income
for the period, using tax rates enacted or substantively enacted at
the balance sheet date and any adjustment to tax payable in respect
of previous periods. The tax effect of different items of
expenditure is allocated between revenue and capital on the same
basis as the particular item to which it relates, using the
Company's marginal method of tax, as applied to those items
allocated to revenue, for the accounting period.
Deferred tax is provided, using the liability method, on all
temporary differences at the balance sheet date between the tax
basis of assets and liabilities and their carrying amount for
financial reporting purposes. Deferred tax liabilities are measured
at the tax rates that are expected to apply to the period when the
liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance sheet
date.
n) Share capital and reserves
The Share capital represents the nominal value of the Company's
Ordinary Shares (equity shares).
The share premium account represents the excess over nominal
value of the fair value of consideration received for the Company's
Ordinary Shares (equity shares), net of expenses of the Share
issue.
The special distributable reserve was created on 30 June 2017 to
enable the Company to buy back its own Shares and pay dividends out
of such distributable reserve, in each case when the Directors
consider it appropriate to do so, and for other corporate
purposes.
The capital reserve represents realised and unrealised capital
and exchange gains and losses on the disposal and revaluation of
investments and of foreign currency items. The realised capital
reserve can be used for the repurchase of Shares.
The revenue reserve represents retained profits from the income
derived from holding investment assets less the costs and interest
on cash balances associated with running the Company. This reserve
can be distributed.
o) Critical accounting estimates and assumptions
The preparation of these financial statements in conformity with
IFRS requires the Directors to make judgements, estimates and
assumptions that affect the application of accounting policies and
therefore, the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
These estimates and assumptions are reviewed on an ongoing
basis. Revisions to estimates are recognised prospectively.
In particular, estimates and assumptions made in the valuation
of unquoted investments for which there is no observable market may
cause material adjustments to the carrying value of those
investments. These are valued in accordance with Note 2(d)
above.
p) New accounting standards effective since 1 January 2018
IFRS 9 'Financial Instruments'
The Directors have considered the implications of IFRS 9 and are
of the opinion the Company's investments are already measured at
fair value. Therefore, there has been no impact on the current and
comparative financial statements for this accounting standard.
IFRS 15 'Revenue from Contracts with Customers'
The Directors have considered the implications of IFRS 15 and
are of the opinion this does not apply to financial instruments,
which comprise the business of the Company as an investment trust.
Therefore, there has been no impact on the current and comparative
financial statements for this accounting standard.
q) Accounting standards not yet effective
The IASB and International Financial Reporting Interpretations
Committee ("IFRIC") have issued and endorsed the following
standards and interpretations, applicable to the Company, which are
not yet effective for the period ended 30 June 2018 and have
therefore not been applied in preparing these financial
statements.
Amendment to IFRS 9 'Financial Instruments' - relates to
prepayment features with negative compensation and modifications of
financial liabilities, and is effective for reporting periods
beginning on or after 1 January 2019.
The Directors do not expect that the adoption of the standards
and interpretations will have a material impact on the financial
statements in the period of initial application.
Other future development includes the IASB undertaking a
comprehensive review of existing IFRSs. The Company will consider
the financial impact of these new standards as they are
finalised.
3. INCOME
Period ended Period ended
30 June 2018 30 June 2017
$000 $000
---------------------------------------- ------------- -------------
Income from investments
US unfranked investment income from
BioPharma III 2,970 262
US fixed interest investment income 15,460 4,389
US floating interest investment income 14,383 -
Additional consideration received* 4,913 -
---------------------------------------- ------------- -------------
37,726 4,651
Other income
Interest income from liquidity/money
market funds 2,075 740
Fixed term deposit interest income 375 172
Other interest 6 -
----------------------------------------
2,438 912
Total income 40,164 5,563
---------------------------------------- ------------- -------------
* The Company's senior secured loan to Sebela and the second
tranche of its senior secured loan to Tesaro included additional
consideration in the form of structuring income of $2,912,691 and
$2,000,000, respectively, which were paid upon the completion of
the transaction or funding, in respect of the second tranche of the
Tesaro loan, and are recognised as income in the period. Refer to
Note 2(g).
4. FEES AND EXPENSES
Expenses
Period ended 30 June Period ended 30 June
2018 2017
Revenue Capital Total Revenue Capital Total
------------------------
GBP000 $000 $000 GBP000 $000 $000
------------------------ -------- -------- ------ -------- -------- ------
Management fee (note
4a) 4,852 - 4,852 1,956 - 1,956
------------------------ -------- -------- ------ -------- -------- ------
Directors' fees
(note 4c) 163 - 163 88 - 88
------------------------ -------- -------- ------ -------- -------- ------
Other expenses
Company Secretarial
fee 41 - 41 20 - 20
Administration fee 58 - 58 23 - 23
Legal & professional
fees 682 112 794 134 - 134
Public relations
fees 128 - 128 141 - 141
Auditor's remuneration
- Statutory audit 88 - 88 - - -
Auditor's remuneration
- Other audit related
services - Half
year review 120 - 120 105 - 105
Auditor's remuneration
- Other audit related
services - initial
accounts - - - 28 - 28
Other expenses 273 - 273 73 - 73
------------------------ -------- -------- ------ -------- -------- ------
1,390 112 1,502 524 - 524
------------------------ -------- -------- ------ -------- -------- ------
Total expenses 6,405 112 6,517 2,568 - 2,568
------------------------ -------- -------- ------ -------- -------- ------
For the period ended 30 June 2018, the Auditor was also paid
$250,000 for services performed in connection with the C Share
issue. This amount is not included within the Auditor's
remuneration figures above, as it is recognised as part of C Share
issue costs within the C Share figure within the Condensed
Statement of Financial Position.
For the period ended 30 June 2017, the Directors were also paid
$162,500, as detailed in Note 4(c). This amount is not included
within the Directors' fees figure above. The Auditor was also paid
$176,000 for services performed in connection with the IPO. This
amount is not included within the Auditor's remuneration figures
above. Both of these amounts were recognised as part of Share issue
costs in the Condensed Statement of Changes in Equity in the
unaudited financial statements which cover the period from
incorporation on 24 October 2016 to 30 June 2017.
a) Investment management fee
With effect from the Initial Admission, the Investment Manager
is entitled to a management fee ("Management Fee") calculated on
the following basis: (1/12 of 1 per cent of the NAV on the last
business day of the month in respect of which the Management Fee is
to be paid (calculated before deducting any accrued Management Fee
in respect of such month)) minus (1/12 of $100,000).
The Management Fee payable in respect of any quarter will be
reduced by an amount equal to the Company's pro rata share of any
transaction fees, topping fees, break-up fees, investment banking
fees, closing fees, consulting fees or other similar fees which the
Investment Manager (or an affiliate) receives in connection with
transactions involving investments of the Company ("Transaction
Fees"). The Company's pro rata share of any Transaction Fees will
be in proportion to the Company's economic interest in the
investment(s) to which such Transaction Fees relate.
b) Performance fee
As at 30 June 2018
Subject to: (i) the NAV attributable to the Ordinary Shares as
at the end of a performance period representing a minimum 6 per
cent annualised rate of return annualised on the Company's IPO
gross proceeds (adjusted for dividends, share issues and buybacks
as appropriate), (ii) the total return on the NAV attributable to
the Ordinary Shares (adjusted for dividends, share issues and
buybacks as appropriate) exceeding 6 per cent over such performance
period, and (iii) a high watermark, the Investment Manager will be
entitled to receive a performance fee equal to the lesser of: (a)
50 per cent of the total return above 6 per cent; and (b) 10 per
cent of the total return over such performance period provided
always that the amount of any performance fee payable to the
Investment Manager will be reduced to the extent necessary to
ensure that after account is taken of such fee, condition (iii)
above remains satisfied.
Where the Investment Manager is not entitled to a performance
fee solely because condition (i) has not been satisfied, such fee
will be deferred and paid in a subsequent performance period in
which such condition is satisfied. Where condition (i) is satisfied
in a performance period but the payment of a performance fee (or
any deferred performance fee from previous performance periods) in
full would result in that condition failing, the Investment Manager
shall be entitled to such portion of such fee that does not result
in the failure of the condition (i) above and the balance would be
deferred to a future performance period.
Any performance fee (whether deferred or otherwise) shall be
paid as soon as practicable after the end of the relevant
performance period and, in any event, within 15 Business Days of
the publication of the Company's audited annual financial
statements relating to such period.
Since 30 June 2018
The performance fee provisions were amended on 19 September 2018
to provide that where the payment of performance fee (or any
deferred performance fee from previous performance periods) in full
would result in the failure of condition (i) above, the Investment
Manager shall only be entitled to 50 per cent of such fee that does
not result in the failure of condition (i) with the balance being
deferred to a future performance period.
If, during the last month of a Performance Period, the shares
have, on average, traded at a discount of 1 per cent or more to the
NAV per share (calculated by comparing the middle market quotation
of the shares at the end of each business day in the month to the
prevailing published NAV per share (exclusive of any dividend
declared) as at the end of such business day and averaging this
comparative figure over the month), the Investment Manager shall
(or shall procure that its Associate does) apply 50 per cent of any
Performance Fee paid by the Company to the Investment Manager (or
its Associate) in respect of that Performance Period (net of all
taxes and charges applicable to such portion of the Performance
Fee) to make market acquisitions of shares (the "Performance
Shares") as soon as practicable following the payment of the
Performance Fee by the Company to the Investment Manager (or its
Associate) and at least until such time as the shares have, on
average, traded at a discount of less than 1 per cent to the NAV
per share over a period of five business days (calculated by
comparing the middle market quotation of the
shares at the end of each such business day to the prevailing
published NAV per share (exclusive of any dividend declared) and
averaging this comparative figure over the period of five business
days). The Investment Manager's obligation:
1) shall not apply to the extent that the acquisition of the
Performance Shares would require the Investment Manager to make a
mandatory bid under Rule 9 of the Takeover Code; and
2) shall expire at the end of the Performance Period which
immediately follows the Performance Period to which the obligation
relates.
c) Directors
Each of the Directors is entitled to receive a fee from the
Company at such rate as may be determined in accordance with the
Articles. The Directors' remuneration is $70,000 per annum for each
Director other than:
-- the Chairman, who will receive an additional $30,000 per
annum; and
-- the Chairman of the Audit and Risk Committee, who will
receive an additional $15,000 per annum.
In addition, in consideration for the work done between
Incorporation and Admission, for the period up to 31 December 2017,
each Director was entitled to an additional $35,000 other than:
-- the Chairman, who received an additional $50,000 for this
period; and
-- the Chairman of the Audit and Risk Committee, who received an
additional $42,500 for this period.
Fees were paid to each Director in three equal quarterly
instalments in 2017.
5. TAXATION
It is the intention of the Directors to conduct the affairs of
the Company so as to satisfy the conditions for approval of the
Company by HMRC as an investment trust under Section 1158 of the
Corporation Tax Act 2010 (as amended) and pursuant to regulations
made under Section 1159 of the Corporation Tax Act 2010. As an
investment trust, the Company is exempt from corporation tax on
capital gains.
The current taxation charge for the period is different from the
standard rate of corporation tax in the UK of 19.00 per cent. The
effective tax rate was 0.00 per cent. The differences are explained
below.
Period ended 30 June Period ended 30 June
2018 2017
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
-------------------------- -------- -------- -------- -------- -------- ------
Total return on ordinary
activities before
taxation 33,306 1,863 35,169 2,995 4,136 7,131
Theoretical tax at
UK Corporation tax
rate of 19.00% (30
June 2017: 19.36%)* 6,328 354 6,682 580 801 1,381
Effects of:
Capital items that
are not taxable - (354) (354) - (801) (801)
Tax deductible interest
distributions (6,328) - (6,328) (580) - (580)
-------------------------- -------- -------- -------- -------- -------- ------
Actual tax charge - - - - - -
-------------------------- -------- -------- -------- -------- -------- ------
* The theoretical tax rate is calculated using a blended tax
rate over the period.
At 30 June 2018, the Company had no deferred tax liabilities. At
that date, based on current estimates and including the
accumulation of net allowable losses, the Company had no unused
losses.
Deferred tax is not provided on capital gains and losses arising
on the revaluation or disposal of investments because the Company
meets (and intends to continue to meet for the foreseeable future)
the conditions for approval as an investment trust company.
6. DIVIDS
Period ended 30 June 2018 Period ended 30 June
2017
Revenue Capital Total Revenue Capital Total
$000 $000 $000 $000 $000 $000
---------------------------------------------------------- ---------- --------- ------- -------- -------- ------
In respect of the current period:
First interim dividend of $0.0134 per Ordinary Share
for period ended 30 June 2018 12,306 - 12,306 - - -
In respect of the previous period ended 31 December 2017:
Second interim dividend of $0.01 per Ordinary Share 7,572 47 7,619 - - -
Third interim dividend of $0.01 per Ordinary Share 9,143 - 9,143 - - -
Special dividend of $0.011 per Ordinary Share 10,136 - 10,136 - - -
39,157 47 39,204 - - -
---------------------------------------------------------- ---------- --------- ------- -------- -------- ------
On 16 August 2018, the Board approved a second interim dividend
for the period ended 30 June 2018 of $0.0175 (first dividend 30
June 2017: $0.01) per Ordinary Share, payable on 28 September 2018.
In accordance with IFRS, this dividend has not been included as a
liability in these financial statements.
7. INVESTMENTS AT FAIR VALUE THROUGHOUT PROFIT AND LOSS
As at As at
--------------------------------------------- --------
30 June 31 December
--------------------------------------------- --------
2018 2017
--------
$000 $000
--------------------------------------------- -------- ------------
Investment portfolio summary
Unlisted investments at fair value through
profit and loss 64,790 123,479
Unlisted fixed interest investments at
fair value through profit and loss 326,789 224,151
Unlisted floating interest investments
at fair value through profit and loss 536,265 222,000
--------------------------------------------- -------- ------------
Closing fair value at the end of the period 927,844 569,630
--------------------------------------------- -------- ------------
Period ended 30 June 2018
Unlisted Unlisted
fixed floating
----------------------------
Unlisted interest interest
----------------------------
investments investments investments Total
$000 $000 $000 $000
---------------------------- ------------ ------------ ------------- -------------
Investment portfolio
summary
Opening cost at beginning
of period 123,487 224,151 222,000 569,638
Opening unrealised
depreciation at beginning
of period (8) - - (8)
---------------------------- ------------ ------------ ------------- -------------
Opening fair value
at beginning of period 123,479 224,151 222,000 569,630
Movement in the period:
Purchases at cost - 150,000 314,265 464,265
Redemption proceeds (60,703) (47,362) - (108,065)
Unrealised appreciation 2,104 - - 2,014
---------------------------- ------------ ------------ ------------- -------------
Closing fair value
at the end of the period 64,790 326,789 536,265 927,844
---------------------------- ------------ ------------ ------------- -------------
Closing cost at end
of period 62,784 326,789 536,265 925,838
Closing unrealised
appreciation at end
of period 2,006 - - 2,006
---------------------------- ------------ ------------ ------------- -------------
Closing fair value
at the end of the period 64,790 326,789 536,265 927,844
---------------------------- ------------ ------------ ------------- -------------
Analysis of investment
gains
Period ended Period ended
---------------------------- ------------ ------------
30 June 30 June
2018 2017
$000 $000
---------------------------- ------------ ------------ ------------- -------------
Unrealised appreciation 2,014 4,124
---------------------------- ------------ ------------ ------------- -------------
2,014 4,124
---------------------------- ------------ ------------ ------------- -------------
Transaction costs, (incurred at the point of the transaction)
incidental to the acquisition of investments totalled $Nil (30 June
2017: $Nil) and to the disposals of investments totalled $Nil (30
June 2017: $Nil) for the period. In addition, legal fees incidental
to the acquisition of investments totalled $112,000 (30 June 2017:
$Nil) as disclosed in Note 4, have been reflected in the capital
column in the Condensed Statement of Comprehensive Income since
they are capital in nature.
The Company is required to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy
consists of the following three levels:
-- Level 1 - Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
-- Level 2 - Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from
prices).
-- Level 3 - Inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The level of the fair value hierarchy, within which the fair
value measurement is categorised, is determined on the basis of the
lowest level input that is significant to the fair value of the
investment.
As at 30 June 2018
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 64,790 - - 64,790
Unlisted fixed interest
investments at fair
value through profit
and loss 326,789 - 52,289 274,500
Unlisted floating interest
investments at fair
value through profit
and loss 536,265 - - 536,265
---------------------------- ---------- -------- -------- --------
927,844 - 52,289 875,555
Liquidity/money market
funds 149,113 149,113 - -
---------------------------- ---------- -------- -------- --------
Total 1,076,957 149,113 52,289 875,555
---------------------------- ---------- -------- -------- --------
As at 31 December 2017
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 123,479 - - 123,479
Unlisted fixed interest
investments at fair
value through profit
and loss 224,151 - 99,651 124,500
Unlisted floating interest
investments at fair
value through profit
and loss 222,000 - - 222,000
---------------------------- -------- -------- -------- --------
569,630 - 99,651 469,979
Liquidity/money market
funds 346,767 346,767 - -
---------------------------- -------- -------- -------- --------
Total 916,397 346,767 99,651 469,979
---------------------------- -------- -------- -------- --------
A reconciliation of fair value measurements in Level 3 is set
out below.
Level 3 financial assets at fair value through profit or
loss
Unlisted
fixed Unlisted floating
----------------------
Unlisted interest interest
----------------------
investments investments investments Total
---------------------- ------------ ------------ ------------------ ---------
As at 30 June 2018 $000 $000 $000 $000
Opening balance 123,479 124,500 222,000 469,979
Purchases - 150,000 314,265 464,265
Redemptions* (60,703) - - (60,703)
Change in unrealised
appreciation 2,014 - - 2,014
Closing balance
at 30 June 2018 64,790 274,500 536,265 875,555
---------------------- ------------ ------------ ------------------ ---------
* Redemptions are the proceeds received from the repayment of
investments.
There were no transfers between levels during the period.
Valuation techniques
Unrealised gains and losses recorded on Level 2 and 3 financial
instruments are reported in unrealised gain/(loss) on investments
on the Condensed Statement of Comprehensive Income. At the time the
investments are made, the Investment Manager calculates an expected
rate of return based on the purchase price and the cash flows as
projected at that time. The projected cash flows are calculated at
the time of the investment by estimating future product sales and
applying the corresponding royalty rate for capped royalty
investments. Estimates of future product sales are generated
through models driven by several factors that include the potential
size of the market (disease incidence and prevalence), the
product's market share over time and the price of the product.
During the periods following the initial investment of assets
classified as Level 3 investments, the Investment Manager reviews
and, if appropriate, revises the assumptions in the sales models
and calculates the net present value of the remaining cash flows
using the expected rate of return. Inputs reflect management's best
estimate of what market participants would use in pricing the
assets or liabilities at the measurement date. Consideration is
given to the risk inherent in the valuation techniques and the risk
inherent in the inputs of the model. All investments are valued at
fair value using a discounted cash flow methodology. For capped
royalty investments, discount rates are applied to the consensus
forecasts for sales of the underlying products to determine fair
value.
The RPS Note, which is a Level 2 investment, is valued using the
stated 12 per cent interest rate and Wall Street analyst consensus
forecasts for products underlying the Note.
The Company's unlisted investments, with the exception of the
RPS Note, are all classified as Level 3 investments. The fair
values of the unlisted investments have been determined principally
by reference to discounted cash flows. The significant unobservable
input used is detailed below:
As at 30 June 2018 As at 31 December 2017
Fair
value
at
------------------
Level 3 Fair value
financial sensitivity
assets at
fair to a 100bps
value increase
through in the
profit or discount
loss Valuation Unobservable Discount rate Valuation Unobservable Discount
Assets $000 technique input rate $000 technique input rate
------------------ ---------- ----------- ------------- --------- ------------ ----------- ------------- -----------
Limited
partnership
interest in
BioPharma Discounted Discount Discounted Discount
III 64,790 cash flow rate 9.5% (817) cash flow rate 9.3%-12.1%
Lexicon
Pharmaceuticals, Discounted Discount Discounted Discount
Inc 124,500 cash flow rate 10.0% (3,865) cash flow rate 10.0%
Discounted Discount Discounted Discount
Tesaro, Inc 322,000 cash flow rate 11.3% (9,521) cash flow rate 10.4%
Discounted Discount
Novocure 150,000 cash flow rate 10.4% (4,666) - - -
Discounted Discount
Sebela 194,180 cash flow rate 11.6% (3,426) - - -
Discounted Discount
BMS 20,085 cash flow rate 8.2% (4,851) - - -
------------------ ---------- ----------- ------------- --------- ------------ ----------- ------------- -----------
8. TRADE AND OTHER RECEIVABLES
As at As at
--------------------------------------------------
30 June 31 December
--------------------------------------------------
2018 2017
$000 $000
-------------------------------------------------- -------- ------------
Unlisted fixed interest income receivable 4,140 2,863
Unlisted floating interest income receivable 27 1,468
Interest accrued on liquidity/money market funds 281 390
Other debtors 1,065 317
-------------------------------------------------- -------- ------------
5,513 5,038
-------------------------------------------------- -------- ------------
9. CASH AND CASH EQUIVALENTS
As at As at
------------------------------
30 June 31 December
------------------------------
2018 2017
$000 $000
------------------------------ -------- ------------
Cash at bank 81 4,055
Liquidity/money market funds 149,113 346,767
149,194 350,822
------------------------------ -------- ------------
10. TRADE AND OTHER PAYABLES
As at As at
30 June 31 December
2018 2017
$000 $000
------------------------- -------- ------------
Management fees accrual 2,580 2,004
Share issue costs - 326
Accruals 453 586
3,033 2,916
------------------------- -------- ------------
11. RETURN PER SHARE
Return per Ordinary Share
Revenue return per Ordinary Share is based on the net revenue
after taxation of $33,306,000 (30 June 2017: $2,995,000) and
914,252,831 (30 June 2017: 754,529,543) Ordinary Shares, being the
weighted average number of Ordinary Shares for the period.
Capital return per Ordinary Share is based on net capital gains
for the period of $1,863,000 (30 June 2017: $4,136,000) and on
914,252,831 (30 June 2017: 754,529,543) Ordinary Shares, being the
weighted average number of Ordinary Shares for the period.
Basic and diluted return per Share are the same as there are no
arrangements which could have a dilutive effect on the Company's
Ordinary Shares.
For the period ended 30 June 2017, the Company's weighted
average number of Ordinary Shares for the period has been
calculated from 27 March 2017, being the date the initial Ordinary
Shares were listed for trading.
Return per C Share
Revenue return per C Share is based on the net revenue after
taxation of $451,000 (30 June 2017: $Nil) and 163,782,307 (30 June
2017: Nil) C Shares, being the weighted average number of C Shares
for the period.
Capital return per C Share is based on net capital gains for the
period of $23,000 (30 June 2017: $Nil) and on 163,782,307 (30 June
2017: Nil) C Shares, being the weighted average number of C Shares
for the period.
Basic and diluted return per Share are the same as there are no
arrangements which could have a dilutive effect on the Company's C
Shares.
12. NET ASSET VALUE PER SHARE
Net asset value per Ordinary Share
The basic total net assets per Ordinary Share is based on the
net assets attributable to equity shareholders at 30 June 2018 of
$918,537,000 (31 December 2017: $922,574,000) and Ordinary Shares
of 914,252,831 (31 December 2017: 914,252,831), being the number of
Ordinary Shares in issue at 30 June 2018.
There is no dilution effect and therefore there is no difference
between the diluted total net assets per Ordinary Share and the
basic total net assets per Ordinary Share.
At 31 December 2017, the NAV per Share differs from the NAV
prepared under AIC guidelines by $0.0076. This was due to the
second interim dividend of $0.01, payable on 761,877,360 Ordinary
Shares, which went ex-dividend on 14 December 2017, being included
in the NAV prepared in accordance with AIC guidelines but excluded
from the financial statements until paid, in accordance with the
Companies Act 2006.
Net asset value per C Share
The basic total net assets per C Share is based on the net
assets attributable to C Shareholders at 30 June 2018 of
$160,981,000 (31 December 2017: $Nil) and C Shares of 163,782,307
(31 December 2017: Nil), being the number of C Shares in issue at
30 June 2018. The C Shares were issued on 16 April 2018.
There is no dilution effect and therefore there is no difference
between the diluted total net assets per C Share and the basic
total net assets per C Share.
13. C SHARES
Period ended
------------------------------------
30 June
2018
$000
------------------------------------ -------------
Balance at beginning of the period -
Gross proceeds of C Share issue 163,782
C Share issue costs (3,275)
Amortisation of C Share liability* 474
------------------------------------ -------------
Balance at end of the period 160,981
------------------------------------ -------------
* The amortisation of C Share liability represents the net
return from the C Share, per the Condensed Statement of
Comprehensive Income.
On 16 April 2018, the Company issued 163,782,307 C Shares
raising gross proceeds of $163,782,000. These C Shares were
admitted to the Official List of The International Stock Exchange
("TISE") and to trading on the Specialist Fund Segment of the LSE
on 16 April 2018.
For shareholder resolutions in respect of amendments to the
Articles or in respect of a winding up of the Company, each class
of shares will vote as a separate class. For all other resolutions,
the holders of Ordinary Shares and each class of C Shares shall
vote as one class.
Under IAS 32 'Financial Instruments: Presentation', the C Shares
meet the definition of a financial liability rather than an equity
instrument and are presented in the financial statements as a
liability carried at amortised cost for the period ended 30 June
2018.
These financial statements include all results, assets and
liabilities of both share class pools, however the C Shares are
recorded as a liability and net assets are reduced by the value of
the C Share liability, which is also equivalent to the C Share pool
of net assets.
The value of the C Share liability at 30 June 2018 was
$160,981,000, or $0.9829 per C Share.
The table below gives a summary of the movements in net assets
of the C Share pool and Company:
Period ended 30 June Period ended 31 December
2018 2017
C Share pool Company C Share pool Company
----------------------------------
$000 $000 $000 $000
---------------------------------- ------------- ---------- --------------- ----------
Balance at beginning
of the period - 922,574 - -
Gross proceeds of Ordinary
Share issue - - - 915,990
Ordinary Share issue
costs - (2) - (17,447)
Share premium cancellation
costs - - - (41)
Gross proceeds of C
Share issue 163,782 163,782 - -
C Share issue costs (3,275) (3,275) - -
Net income 849 40,164 - 36,992
Expenses (398) (6,517) - (7,613)
Net gains on investments
at fair value - 2,014 - 2,265
Currency exchange gains/(losses) 23 (16) - 51
Finance costs - general - (2) - (4)
Dividends paid to Ordinary
shareholders - (39,204) - (7,619)
---------------------------------- ------------- ---------- --------------- ----------
160,981 1,079,518 - 922,574
C Share liability - (160,981) - -
---------------------------------- ------------- ---------- --------------- ----------
Net assets 160,981 918,537 - 922,574
---------------------------------- ------------- ---------- --------------- ----------
As at 30 June 2018 As at 31 December 2017
C Share pool Company C Share pool Company
Represented by: $000 $000 $000 $000
Investments at fair
value through profit
or loss 11,122 927,844 - 569,630
Trade and other receivables 1,034 5,513 - 5,038
Cash and cash equivalents 149,194 149,194 - 350,822
Trade and other payables (369) (3,033) - (2,916)
---------------------------------- ------------- ---------- --------------- ----------
160,981 1,079,518 - 922,574
C Share liability - (160,981) - -
---------------------------------- ------------- ---------- --------------- ----------
Net assets 160,981 918,537 - 922,574
---------------------------------- ------------- ---------- --------------- ----------
14. SHARE CAPITAL
Period ended 30 June Period ended 31 December
2018 2017
Number of Number of
---------------------------
shares $000 shares $000
--------------------------- -------------- ------- ----------------- --------
Issued and fully paid:
Ordinary Shares of $0.01:
Balance at beginning
of the period 914,252,831 9,143 1 -
Initial share issue
- 27 March 2017 - - 526,747,199 5,268
Subsequent share issue
- 30 March 2017 - - 235,130,160 2,351
Further share issue
- 18 December 2017 - - 152,375,471 1,524
--------------------------- -------------- ------- ----------------- --------
Balance at end of the
period 914,252,831 9,143 914,252,831 9,143
--------------------------- -------------- ------- ----------------- --------
Total voting rights at 30 June 2018 were 1,078,035,138 (voting
rights for Ordinary Shares were 914,252,831 and for C Shares were
163,782,307).
The Company was incorporated with 1 Ordinary Share issued at
$0.01 and 5,000,000 Redeemable Preference Shares issued at
GBP0.01.
The initial placing of 526,747,199 Ordinary Shares took place on
27 March 2017, with a subsequent issue of 235,130,160 Ordinary
Shares on 30 March 2017, raising gross proceeds of $761,877,000.
The Company commenced business on 27 March 2017 when the Ordinary
Shares in issue were admitted to the Official List of TISE and to
trading on the Specialist Fund Segment of the LSE.
A further issue of 152,375,471 Ordinary Shares made on a non
pre-emptive basis, took place on 18 December 2017, raising gross
proceeds of $154,113,000.
Following approval of the Court on 29 June 2017 and the filing
of the court order with the Registrar of Companies on 30 June 2017,
the share premium account cancellation was effective. The share
premium account of $739,021,000 at 29 June 2017 was transferred to
a special distributable reserve. The issue costs of $15,237,000
relating to the initial and subsequent listings were offset against
the share premium account. At 30 June 2018, the special
distributable reserve was $734,309,000 (31 December 2017:
$734,356,000).
Following approval of the Court on 29 June 2017 and the filing
of the court order with the Registrar of Companies on 30 June 2017,
5,000,000 Redeemable Preference Shares with an aggregate nominal
value of GBP50,000 were cancelled. At 30 June 2018, the Company
held no Redeemable Preference Shares (31 December 2017: none).
15. SUBSIDIARY
The Company formed a wholly-owned subsidiary, BPCR Ongdapa
Limited ("BPCR Ongdapa"), incorporated in Ireland on 5 October 2017
for the purpose of entering into a purchase, sale and assignment
agreement with a wholly-owned subsidiary of Royalty Pharma for the
purchase of a 50 per cent interest in a stream of payments acquired
by Royalty Pharma from Bristol-Myers Squibb ("BMS"). In accordance
with IFRS 10, the Company is exempt from consolidating a controlled
investee as it is an investment trust. Therefore, the Company's
investment in BPCR Ongdapa is recognised at fair value through
profit and loss.
In May 2018, the Company funded $20.0 million of the total
expected purchased payments linked to BMS.
16. RECONCILIATION OF TOTAL RETURN FOR THE PERIOD BEFORE
TAXATION TO CASH
GENERATED FROM OPERATIONS
Period ended Period ended
---------------------------------------------
30 June 2018 30 June 2017
---------------------------------------------
$000 $000
--------------------------------------------- ------------- -------------
Total return for the period before taxation 35,169 7,131
Capital gains (1,998) (4,136)
Decrease/(increase) in trade receivables 95 (4,528)
Increase in trade payables* 443 2,365
Finance costs - C Share amortisation 474 -
--------------------------------------------- ------------- -------------
Cash generated from operations 34,183 832
--------------------------------------------- ------------- -------------
* For 30 June 2017, the increase differs from trade and other
payables of $3,292,000 due to costs which form part of financing
activities.
ANALYSIS OF NET CASH AND NET DEBT
At 1 January Exchange At 30 June
2018 Cash flow movement 2018
Net cash $000 $000 $000 $000
Cash and cash equivalents 350,822 (201,612) (16) 149,194
--------------------------- -------------- ---------- --------- ------------
At
At 24 October Exchange 31 December
2016 Cash flow movement 2017
Net cash $000 $000 $000 $000
Cash and cash equivalents - 350,771 51 350,822
--------------------------- -------------- ---------- --------- ------------
At 1 January Exchange At 30 June
2018 Cash flow movement 2018
Net debt $000 $000 $000 $000
C Share liability - 160,958 23 160,981
--------------------------- -------------- ---------- --------- ------------
There was no net debt at 31 December 2017 so no table has been
included for this period.
17. FINANCIAL INSTRUMENTS
The Company's financial instruments include its investment
portfolio, cash balances, trade receivables and trade payables that
arise directly from its operations. Adherence to the Company's
investment policy is key in managing risk. Refer to the Strategic
Overview on page 20 of the Company's annual financial statements
for the period from incorporation on 24 October 2016 to 31 December
2017 for a full description of the Company's investment objective
and policy.
The Investment Manager monitors the financial risks affecting
the Company on an ongoing basis and the Directors regularly receive
financial information, which is used to identify and monitor risk.
All risks are actively reviewed and monitored by the Board. Details
of the Company's principal risks can be found in the Strategic
Report on pages 21 to 25 of the Company's annual financial
statements for the period from incorporation on 24 October 2016 to
31 December 2017.
The main risks arising from the Company's financial instruments
are:
i) market risk, including price risk, currency risk and interest
rate risk;
ii) liquidity risk; and
iii) credit risk.
(i) Market risk
Market risk is the risk of loss arising from movements in
observable market variables. The fair value of future cash flows of
a financial instrument held by the Company may fluctuate because of
changes in market prices. The Investment Manager assesses the
exposure to market risk when making each investment decision and
these risks are monitored by the Investment Manager on a regular
basis and the Board at quarterly meetings with the Investment
Manager.
Market price risk
The Company is exposed to price risk arising from its
investments whose future prices are uncertain. The Company's
exposure to market price risk comprises movements in the value of
the Company's investments. See Note 7 above for investments that
fall into Level 3 of the fair value hierarchy and refer to the
description of valuation policies in Note 2(d). The nature of the
Company's investments, with a high proportion of the portfolio
invested in unlisted debt instruments, means that the investments
are valued by the Company after consideration of the most recent
available information from the underlying investments. The
Company's portfolio is diversified among counterparties and by the
sectors in which the underlying companies operate, minimising the
impact of any negative industry-specific trends.
The table below analyses the effect of a 10 per cent change in
the fair value of investments:
As at 30 June 2018 As at 31 December
2017
10 per cent 10 per cent
-------------------------
increase/ increase/
decrease in decrease in
Fair value market value Fair value market value
Asset $000 $000 $000 $000
------------------------- ----------- ------------- ----------- -------------
BioPharma III 64,790 6,479 123,479 12,348
RPS Note 52,289 5,229 99,651 9,965
Lexicon Senior Secured
Loan 124,500 12,450 124,500 12,450
Tesaro Senior Secured
Loan 322,000 32,200 222,000 22,200
Novocure Senior Secured
Loan 150,000 15,000 - -
Sebela Senior Secured
Loan 194,180 19,418 - -
BMS Purchased Payments 20,085 2,009 - -
------------------------- ----------- ------------- ----------- -------------
927,844 92,785 569,630 56,963
------------------------- ----------- ------------- ----------- -------------
The Board manages the risks inherent in the investment portfolio
by ensuring full and timely reporting of relevant information from
the Investment Manager. Investment performance and exposure are
reviewed at each Board meeting.
Currency risk
Currency risk is the risk that fair values of future cash flows
of a financial instrument fluctuate because of changes in foreign
exchange rates.
At 30 June 2018, the Company held cash balances in GBP Sterling
of GBP58,000 ($77,000) (31 December 2017: GBP276,000 ($374,000))
and in Euro of EUR1,000 ($2,000) (31 December 2017: EURNil
($Nil)).
The currency exposures (including non-financial assets) of the
Company as at 30 June 2018:
Other net
-----------
assets/
-----------
Cash Investments (liabilities) Total
$000 $000 $000 $000
----------- -------- ------------ -------------- --------
Sterling 77 - 153 230
Euro 2 - - 2
US Dollar 149,115 927,844 (158,654) 918,305
----------- -------- ------------ -------------- --------
149,194 927,844 (158,501) 918,537
----------- -------- ------------ -------------- --------
The currency exposures (including non-financial assets) of the
Company as at 31 December 2017:
Other net
-----------
assets/
Cash Investments (liabilities) Total
$000 $000 $000 $000
----------- -------- ------------ -------------- --------
Sterling 374 - (619) (245)
US Dollar 350,448 569,630 2,741 922,819
----------- -------- ------------ -------------- --------
350,822 569,630 2,122 922,574
----------- -------- ------------ -------------- --------
A 10 per cent increase in the Sterling exchange rate would have
increased net assets by $3,000 (31 December 2017: $45,000). A 10
per cent decrease would have decreased net assets by the same
amount (31 December 2017: same).
Interest rate risk
Interest rate risk is the risk that fair value of future cash
flows of a financial instrument will fluctuate because of changes
in market interest rates. Interest rate movements may potentially
affect future cash flows from:
-- investments in fixed interest rate securities and unquoted
loans; and
-- the level of income receivable on cash deposits and liquidity
funds.
The RPS Note, Lexicon and the Novocure loans have a fixed
interest rate and therefore are not subject to interest rate risk.
At 30 June 2018, the RPS Note, Lexicon and Novocure loans
represented 5.69 per cent, 13.55 per cent and 16.33 per cent of the
Company's net assets, respectively (31 December 2017: 10.80 per
cent, 13.49 per cent and Nil per cent).
The Tesaro loan, the Sebela loan, BMS Purchased Payments and
cash and cash equivalents, including investments in liquidity
funds, have a floating rate of interest. At 30 June 2018, these
represented 35.06 per cent, 21.14 per cent, 2.19 per cent and 16.24
per cent of the Company's net assets, respectively (31 December
2017: 24.06 per cent, Nil per cent, Nil per cent and 38.03 per
cent).
A 100 basis point increase or decrease in interest rates
associated with the limited partnership interest in BioPharma III
would not have materially impacted net income for the period ended
30 June 2018 (30 June 2017: not material).
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. At 30
June 2018, the Company had cash and cash equivalents, including
investments in liquidity/money market funds with balances of
$149,194,000 (31 December 2017: $350,822,000) and maximum unfunded
commitments of $161,500,000-$181,500,000 (31 December 2017:
$329,500,000-$349,500,000).
The Company maintains sufficient liquid investments through its
cash and cash equivalents to pay accounts payable, accrued expenses
and ongoing expenses of the Company. Liquidity risk is manageable
through a number of options, including the Company's ability to
issue debt and/or equity and by selling all or a portion of an
investment in the secondary market.
(iii) Credit risk
This is the risk the Company's trade and other receivables will
not meet their obligations to the Company. While the Company will
often seek to be a secured lender for each debt asset, there is no
guarantee that the relevant borrower will repay the loan or that
the collateral will be sufficient to satisfy the amount owed. All
of the Company's investments are senior secured investments as
detailed in the Portfolio Information above.
When the Investment Manager makes an investment, the
creditworthiness of the counterparty is taken into account so as to
minimise the risk to the Company of default. Creditworthiness is
assessed on an ongoing basis and changes to a counterparty's risk
profile are monitored by the Investment Manager on a regular basis,
and discussed with the Board at quarterly meetings.
The Company's maximum exposure to credit risk at any given time
is the fair value of its investment portfolio. At 30 June 2018, the
Company's maximum exposure to credit risk was $927,844,000 (31
December 2017: $569,630,000). The Company's concentration of credit
risk by counterparty can be found in the Portfolio Information
contained above.
Capital management
The Company's primary objectives in relation to the management
of capital are:
-- to ensure its ability to continue as a going concern;
-- to ensure that the Company conducts its affairs to enable it
to continue to meet the criteria to qualify as an investment trust;
and
-- to maximise the long-term shareholder returns in the form of
sustainable income distributions through an appropriate balance of
equity capital and debt.
The Company is subject to externally imposed capital
requirements:
-- as a public company, the Company has a minimum share capital
of GBP50,000.
The Company has complied with all the above requirements during
this financial period.
18. RELATED PARTY TRANSACTIONS
The amounts incurred in respect of management fees during the
period to 30 June 2018 was $4,852,000 (30 June 2017: $1,956,000),
of which $2,580,000 was outstanding at 30 June 2018 (31 December
2017: $2,004,000). The amount due to the Investment Manager for
performance fees at 30 June 2018 was $Nil (30 June 2017: $Nil).
The amount incurred in respect of Directors' fees during the
period to 30 June 2018 was $163,000 (30 June 2017: $251,000
($163,000 of this figure has been included within share issue
costs)) of which $Nil was outstanding at 30 June 2018 (31 December
2017: $Nil).
The Shared Services Agreement was entered into by and between
Royalty Pharma, an affiliate of Pharmakon Advisors, L.P., and the
Investment Manager on 30 November 2016 and deemed effective as of 1
January 2016. Under the terms of the Shared Services Agreement, the
Investment Manager will have access to the expertise of certain
Royalty Pharma employees, including its research, legal and
compliance, and finance teams.
On 7 February 2018, the Company entered into a definitive term
senior secured loan agreement for $150,000,000 with Novocure
Limited (NASDAQ: NVCR) ("Novocure"). The $150 million loan will
mature in February 2023 and bears interest at 9.0% per annum.
Novocure used $100,000,000 of the net proceeds to entirely prepay
the $100,000,000, 10.0% coupon loan made by BioPharma III Holdings,
LP ("BioPharma III") in 2015 that was scheduled to mature in 2020.
The Company is a limited partner in BioPharma III and therefore
received a distribution of approximately $46,000,000 from BioPharma
III as a result of the prepayment from Novocure.
On 8 December 2017, the Company's wholly-owned subsidiary
entered into a purchase, sale and assignment agreement with RPI
Acquisitions (Ireland) ("RPI Acquisitions"), an affiliate of
Royalty Pharma, for the purchase of a 50 per cent interest in a
stream of payments acquired by RPI Acquisitions from Bristol-Myers
Squibb ("BMS") through a purchase agreement dated 14 November 2017.
The Purchased Payments are linked to tiered worldwide sales of
Onglyza and Farxiga, diabetes agents marketed by AstraZeneca, and
related products. The Company is expected to fund $140,000,000 to
$160,000,000 between 2018 and 2020, determined by product sales and
will receive payments from 2020 through 2025. Based on current
sell-side analyst estimates for the products, the Investment
Manager estimates that the rate of return on the transaction will
be in the high single-digits per annum. In May and August 2018, the
Company funded $20,085,400 and $21,483,337, respectively, of the
total expected Purchased Payments linked to BMS.
On 4 December 2017, the Company and BioPharma Credit Investments
IV, S.àr.L. ("BioPharma IV"), a fund managed by the Investment
Manager, entered into a definitive term loan agreement for up to
$200,000,000 with Lexicon Pharmaceuticals, Inc. (NASDAQ: LXRX), a
fully integrated biopharmaceutical company ("Lexicon"). The loan is
secured by substantially all of Lexicon's assets, including its
rights to XERMELO and Sotagliflozin. The $200,000,000 loan will be
available in two tranches, each maturing in December 2022 and
bearing interest at 9.0 per cent per annum. The first $150,000,000
is available immediately and an additional tranche of $50,000,000
is available for draw by March 2019 at Lexicon's option if net
XERMELO sales are greater than $25,000,000 in the preceding
quarter. Under the terms of the transaction, the Company will
invest up to $166,000,000 ($124,500,000 in the first tranche and up
to an additional $41,500,000 by 30 March 2019) and BioPharma IV
will invest up to $34,000,000 in parallel with the Company acting
as collateral agent. The Company funded the first tranche on 18
December 2017 and recorded interest income of $5,634,000 for the
period ended 30 June 2018 (30 June 2017: $Nil). The outstanding
balance as at 30 June 2018 was $124,500,000 (31 December 2017:
$124,500,000).
On 21 November 2017, the Company and BioPharma Credit
Investments IV, S.àr.L. ("BioPharma IV"), a fund managed by the
Investment Manager, entered into a definitive loan agreement for up
to $500,000,000 with Tesaro, Inc. (NASDAQ: TSRO) ("Tesaro"). Under
the terms of the transaction, the Company funded $222,000,000 of
the $300,000,000 first tranche on 6 December 2017 and committed to
invest up to an additional $148,000,000 by 20 December 2018 at
Tesaro's option, with BioPharma IV committing to invest up to
$130,000,000 in parallel. On 3 May 2018, Biopharma Credit received
notice from Tesaro requesting funding of the $200,000,000 second
tranche by 1 August 2018. The Company funded $100,000,000 on 29
June 2018 and assigned its remaining $48,000,000 second tranche
commitment to other investors, resulting in a total investment in
the Tesaro loan of $322,000,000 across both tranches. The first
$300,000,000 tranche bears interest at LIBOR plus 8 per cent, with
the second optional tranche bearing interest at LIBOR plus 7.5 per
cent. The LIBOR rate is subject to a floor of 1 per cent and
certain caps. Each tranche of the loan is interest only for the
first two periods, amortises over the remaining term, and can be
prepaid at Tesaro's discretion, at any time, subject to prepayment
fees. The Company recorded interest income of $11,194,000 for the
period ended 30 June 2018 (30 June 2017: $Nil). The outstanding
balance as at 30 June 2018 was $322,000,000 (31 December 2017:
$222,000,000).
The Company entered into the RPS Note with RPS BioPharma
Investments, LP on 30 March 2017 for $185,130,000. The Note bears a
fixed interest rate of 12 per cent, matures on 30 June 2026 and is
secured by rights to royalty payments from 21 pharmaceutical
products. In the period ended 30 June 2018, the Company recorded
$4,464,000 (30 June 2017: $4,389,000) of interest and amortisation
payments of $47,362,000 (30 June 2017: $48,238,000). The
outstanding balance as at 30 June 2018 was $52,289,000 (31 December
2017: $99,651,000).
On 27 March 2017, the Company acquired a limited partnership
interest in BioPharma III for $153,482,000. During the period ended
30 June 2018, the Company recorded $2,970,000 (30 June 2017:
$262,000) of investment income and repayments of $63,673,000 (30
June 2017: $18,695,000). The Company also recorded net gains on
investments at fair value of $2,014,000 for the period ended 30
June 2018 (30 June 2017: $4,124,000). The outstanding balance as at
30 June 2018 was $64,790,000 (31 December 2017: $123,479,000).
BioPharma III, BioPharma IV, RPS BioPharma Investments, L.P.,
and RPI Acquisitions are related entities of the Company due to a
principal of the Investment Manager having significant influence
over each of these entities.
19. CONTINGENCIES, GUARANTEES AND FINANCIAL COMMITMENTS
At 30 June 2018, there were outstanding commitments of $161.5
million - $181.5 million (31 December 2017: $329.5 million - $349.5
million) in respect of investments (see Note 18 for further
details).
20. SUBSEQUENT EVENTS
On 20 September 2018, the Company entered into a definitive loan
agreement for $150 million with Amicus Therapeutics, Inc., a rare
metabolic disease-focused biopharmaceutical company (NASDAQ: FOLD,
"Amicus"). Under the terms of the transaction, the Company will
invest $150 million in a senior secured loan that has a term of
five years, additional consideration of 2 per cent, and bears
interest at LIBOR plus 7.5 per cent subject to a floor of 1 per
cent and certain caps. The loan is interest only for the first four
years, amortises over the remaining term, and can be prepaid at
Amicus' discretion, at any time, subject to prepayment fees. The
loan is expected to close and be funded within six business days.
The funding will be completed from the assets attributable to the C
Shares of the Company only. Following this investment, the C Shares
will be 100 per cent invested and therefore eligible for conversion
into Ordinary Shares, as outlined in the Prospectus published on 14
March 2018.
COMPANY INFORMATION
The Company is a closed-ended investment company incorporated on
24 October 2016. The Ordinary Shares were admitted to trading on
the Specialist Fund Segment of the Main Market of the LSE and TISE
on 27 March 2017.
The Company intends to carry on business as an investment trust
within the meaning of Chapter 4 of Part 24 of the Corporation Tax
Act 2010 and an investment company within the meaning of Section
833 of the Companies Act 2006.
Investment objective
The Company aims to generate long-term shareholder returns,
predominantly in the form of sustainable income distributions from
exposure to the life sciences industry.
Summary of investment policy
Once substantially invested, the Company will target an annual
dividend yield of 7 per cent (calculated by reference to the issue
price at the time of the Admission to trading).
The Company will seek to achieve its investment objective
primarily through investments in debt assets secured by royalties
or other cash flows derived from sales of approved life sciences
products. Subject to certain restrictions and limitations, the
Company may also invest in unsecured debt and equity issued by
companies in the life sciences industry.
The Investment Manager will select investment opportunities
based upon in-depth, rigorous analysis of the life sciences
products backing an investment as well as the legal structure of
the investment. A key component of this process is to examine
future sales potential of the relevant product which is affected by
several factors, including but not limited to; clinical utility,
competition, patent estate, pricing, reimbursement (insurance
coverage), marketer strength, track record of safety, physician
adoption and sales history.
The Company will seek to build a diversified portfolio by
investing across a range of different forms of assets issued by a
variety of borrowers. In particular, no more than 30 per cent of
the Company's gross assets will be exposed to any single
borrower.
DIRECTORS, ADVISERS AND OTHER SERVICE PROVIDERS
Directors
Jeremy Sillem (Chairman)
Harry Hyman (Senior Independent Director)
Colin Bond
Duncan Budge
Investment Manager and AIFM
Pharmakon Advisors L.P.
110 East 59th Street #3300
New York, NY 10022
USA
Administrator
Link Alterntive Fund Administrators Limited
Beaufort House
51 New North Road
Exeter
EX4 4EP
Company Secretary and registered office
Link Company Matters Limited
Beaufort House
51 New North Road
Exeter
EX4 4EP
Financial and strategic communications
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
Independent Auditor
Pricewaterhouse Coopers LLP
7 More London Riverside
London
SE1 2RT
Joint brokers
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Legal Adviser
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
Registrar
Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
TISE Sponsor
Carey Commercial Limited
1st and 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Company Website
www.bpcruk.com
Identification codes
Ordinary Shares
SEDOL: BDGKMY2
ISIN: GB00BDGKMY29
TICKER: BPCR
C Shares
SEDOL: BDRNW62
ISIN: GB00BDRNW62121
TICKER: BPC1
LEI: 213800AV55PXAS7SY24
Sources of further information
Copies of the Company's half-yearly report, stock exchange
announcements and further information on the Company can be
obtained from the Company's website: http://bpcruk.com/
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of this
announcement.
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 BRGDCLBDBGIL
(END) Dow Jones Newswires
September 27, 2018 02:00 ET (06:00 GMT)
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