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Syncona Limited

21 November 2019

21 November 2019

Syncona Limited

Interim Results for the six months ended 30 September 2019

Pivotal period validating the Syncona model; strong momentum across high quality portfolio

Syncona Ltd, ("Syncona"), a leading healthcare company focused on founding, building and funding a portfolio of global leaders in life science, today announces its Interim Results for the period ended 30 September 2019.

Martin Murphy, CEO of Syncona Investment Management Limited, said:

"We have made good progress across the portfolio and demonstrated a strong track record of success in the first half of 2019. The sales of Blue Earth and Nightstar, two companies we founded, generated strong risk-adjusted returns, strengthened our capital base and enabled us to invest significantly into our exciting portfolio of companies as they scale. We continue to see a strong pipeline of opportunities across a broad range of therapeutic areas to found new companies and take products to market, as we seek to build a sustainable, diversified portfolio of 15-20 companies in innovative areas of healthcare."

Financial performance

-- Net assets at 30 September 2019 of GBP1,336.8 million (31 March 2019: GBP1,455.1 million); 198.9p per share[1], a NAV total return[2] of (7.2) per cent

-- Life science portfolio, valued at GBP481.3 million, a (11.8) per cent return[3] over the six months

- Uplifts from the sale of Blue Earth Diagnostics (Blue Earth) and a Series B financing in Achilles Therapeutics (Achilles)

- Outweighed by a 61 per cent decline in Autolus' (NASDAQ: AUTL) share price; we continue to believe in the company's strong fundamentals

Proven value creation through differentiated model

   --      Blue Earth and Nightstar sales generated an aggregate of GBP592.6 million of proceeds 

- Sale of Blue Earth to Bracco Imaging for $476.3 million, represented a 10x return on invested capital[4] and an IRR of 87 per cent[5]

- Sale of Nightstar to Biogen for $877.0 million represented a 4.5x return on invested capital[6] and an IRR of 72 per cent[7]

Strengthened capital base to fund growing life science portfolio

   --      Capital base increased by GBP455.8 million to GBP855.5 million[8] 

-- GBP127.2 million investment into our life science companies in line with strategy, including:

- Investment of $24.0 million in a $109.0 million follow-on financing in Autolus

- Committed GBP48.0 million to Gyroscope Therapeutics in a GBP50.4 million Series B financing

- Achilles raised GBP100.0 million in an oversubscribed Series B; Syncona was the largest investor in the round with GBP35.1 million commitment

-- Capital deployment for the full year to increase to GBP200-GBP250 million; subject to timings of financings and disciplined approach to capital allocation

Strong clinical progress

   --      Ongoing progress in the clinical pipeline with seven live clinical trials, including: 

- Encouraging initial data from Autolus (NASDAQ: AUTL) in AUTO1 adult ALL

- Freeline commenced second clinical programme in Fabry's Disease

- Dose optimisation progressing in Freeline's B-AMAZE Phase 1/ 2 trial in Haemophilia B

- Dose escalation ongoing in Gyroscope Phase 1/2 trial in dry AMD

Recent events post period end:

-- Committed GBP29.5 million to new portfolio company, Azeria Therapeutics (Azeria), a company developing and commercialising innovative cancer therapeutics

-- Achilles commenced patient enrolment in first programme in Non-Small Cell Lung Cancer (NSCLC)

-- Autolus announced that it will present further data from its pipeline of programmes at the American Society of Hematology (ASH) conference including: AUTO1, AUTO2 and AUTO3

Outlook - long-term opportunity to create significant value

We see a rich pipeline of opportunities around which to found new companies with the ambition of taking products to market, including across areas such as gene therapy, cell therapy, small molecules and biologics. In our existing portfolio, we provide ambitious, long-term funding to our companies, which are scaling rapidly and progressing through the development cycle enabling us to retain significant ownership positions of strategic influence. In line with this and subject to the timing of financings, we expect our capital deployment for the full year to increase to GBP200-GBP250 million (prior FY2020 guidance: GBP100-200 million).

In the short term, data generated from our clinical pipeline will be a core driver of value, and we expect both Freeline's B-AMAZE trial in Haemophilia B to publish data in this financial year and Autolus to take a decision on whether to initiate a Phase 2 trial in AUTO3 DLBCL in mid CY2020.

Long-term, we believe there is an opportunity to create significant value in life science through our differentiated model. We are half way to our target of building an evolving, diversified portfolio of 15-20 companies. Over the next 10 years, we expect to deliver 3-5 companies from this portfolio which reach the point of product approval and where Syncona remains a significant shareholder. We believe this approach will maximise risk-adjusted returns for shareholders.

Chris Hollowood, CIO, of Syncona Investment Management Limited, said:

"Following the addition of new Syncona company, Azeria, we have a high-quality portfolio of nine companies. Three are at clinical stage, where the data generated will be a core driver of value. Whilst clinical and regulatory processes involve significant risk, we have a high level of conviction in our companies, and there is strong momentum in the portfolio.

We have a highly expert team, strategic capital base and differentiated model to found, build and fund businesses through the translation of globally leading life science research as we seek to deliver transformational treatments to patients and strong risk-adjusted returns for shareholders."

[S]

Enquiries

Syncona Ltd

Annabel Clay / Siobhan Weaver

Tel: +44 (0) 20 3981 7940

FTI Consulting

Brett Pollard / Ben Atwell / Natalie Garland-Collins

Tel: +44 (0) 20 3727 1000

About Syncona:

Syncona is a leading FTSE250 healthcare company focused on founding, building and funding a portfolio of global leaders in life science. Our vision is to build a sustainable, diverse portfolio of 15 - 20 companies focused on delivering transformational treatments to patients in truly innovative areas of healthcare, through which we are seeking to deliver strong risk-adjusted returns for shareholders.

We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses. We take a long-term view, underpinned by a strategic capital base which provides us with control and flexibility over the management of our portfolio. We focus on delivering dramatic efficacy for patients in areas of high unmet need.

Copies of this press release, a company results presentation, and other corporate information can be found on the company website at: www.synconaltd.com

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising. In addition, many companies in the Syncona Limited portfolio have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.

Chairman's foreword

Syncona's differentiated approach has been validated in the first half of this year. There is significant momentum in our portfolio companies which are scaling rapidly. Our ability to deliver strong risk-adjusted returns was demonstrated with the realisation of two Syncona founded companies, which also significantly strengthened our capital base.

Performance in the six months

Uplifts from the sale of Blue Earth and the recent financing of Achilles were outweighed by the 61 per cent decline in Autolus' share price, and net assets decreased to GBP1,336.8 million or 198.9p per share[9], a (7.2) per cent total return[10] in the six months (31 March 2019: net assets of GBP1,455.1 million, 216.8 p per share).

At the end of the period, we have a life science portfolio valued at GBP481.3 million and a capital base supporting the growth of this portfolio of GBP855.5 million. A strong balance sheet and certainty of funding is key to delivering our strategy and our capital base provides us with the flexibility to back our portfolio companies as they scale, whilst allowing us to take a long-term approach and maintain significant ownership positions.

Board transition

I am delighted that Melanie Gee will take over as Chair when I retire from the Board on 31 December 2019. Melanie brings a wealth of expertise from 30 years in investment banking and is an experienced FTSE board member. She will be an excellent Chair as the Company moves into its next stage of growth. I am very grateful to my colleagues for their invaluable contribution and support over my past seven years on the Board.

Long-term opportunity

In 2016, we acquired a portfolio of life science assets together with a leading management team from the Wellcome Trust. We set out our vision to found and build globally competitive life science companies with the ambition to take products to market, deliver transformational treatments to patients and generate strong risk-adjusted returns for our shareholders. I am delighted that we have seen rapid and significant progress over the last three years and are well on the way towards achieving our vision.

Syncona has a unique model underpinned by a strategic pool of capital and an expert team that continues to expand our high-quality portfolio of life science companies which we expect to continue to drive significant returns for shareholders. We have a strong pipeline of exciting opportunities, leveraging the rich landscape of science and innovation in the UK and beyond. I am proud of what has been achieved so far and even more excited for the future. I believe there is a huge opportunity for Syncona to create significant value for shareholders over the long-term.

Jeremy Tigue

Chairman

20 November 2019

CEO Statement

Syncona has made strong progress as we continue to deliver on our strategy of creating a portfolio of life science companies based on founding, building and funding global leaders in healthcare.

A growing track record of success:

Syncona has an expert team and a permanent capital base to capture the out-return from the commercialisation of an exceptional research base in life science in Europe, particularly the UK. This platform is combined with a differentiated, long-term, product focused strategy to maximise risk-adjusted returns for shareholders. We believe that significant value creation in life science comes by taking products into late development and to approval - targeting the steepest part of the value creation curve. To deliver this, we select science and innovation that will have a transformational impact for patients, and which can be credibly developed by innovative biotech companies all the way to product approval. We found our companies with this ambition, build them for global success and fund them ambitiously over the long-term, maintaining significant ownership positions and thereby maximising our opportunity to capture significant value for shareholders. It is important that our companies know Syncona can fund them for the long-term, as this gives us the ability to build globally competitive businesses and attract the best management teams.

Having identified and financed Azeria post period end, we have a portfolio of nine companies, which is diversified across a range of therapeutic areas and are at various stages of the development cycle. The sale of two of our most developed businesses, Blue Earth and Nightstar, which completed during the half year demonstrated our ability to deliver strong risk-adjusted returns for shareholders. In the case of Blue Earth, we sold the business to Bracco Imaging for $476.3 million in June, generating proceeds of GBP336.8 million and a return of 10x original invested capital[11]. Syncona founded the business in 2014 and worked in close partnership with the Blue Earth management team to successfully develop, launch and commercialise an impactful product for prostate cancer imaging, funding the business on a sole-basis. We also completed the sale of Nightstar, a company we founded in 2014. Nightstar also benefited from our long-term, operational and hands-on approach and we accepted an offer of $877.0 million for the business from Biogen earlier this year, crystallising proceeds of GBP255.8 million (representing a return of 4.5x original invested capital[12]).

The decisions to sell Blue Earth and Nightstar were driven by our view of the balance of risk and reward facing these companies and represented attractive opportunities to deliver out sized returns for our shareholders. Our model enables us to redeploy the proceeds, into our portfolio companies as they scale, and also pursue exciting new opportunities as we look to build a sustainable portfolio.

Strong progress across our portfolio:

We have seen significant financial, clinical and operational progress inour portfolio companies during the first half of the year. We have completed significant financings in three of our portfolio companies, commenced a new clinical trial in Fabry disease, have seen encouraging data reported in AUTO1 adult ALL and now have seven active clinical trials in our promising clinical pipeline. While the Autolus share price has declined during the period, we are focused on long-term value creation and believe the fundamentals of the company are strong.

Post-period end, we have committed GBP29.5 million in a GBP32.0 million Series B financing to a new Syncona company, Azeria Therapeutics, which is focused on developing small molecules designed to treat hormone resistant breast cancer. The company was founded in 2017 by a world-leading academic, Dr Jason Carroll, who is an expert in the study of pioneering factors in cancer. His scientific insights have identified a new target and mechanism of action in an area of high unmet need, namely the approximately 30 per cent of oestrogen receptor positive breast cancer patients, who ultimately progress to late stage endocrine resistant disease[13].

Azeria received GBP5.5 million of Series A funding from the CRT Pioneer Fund in which Syncona is the largest investor. This gave us unique insight and access to the investment, through which we saw an opportunity to build a world-leading oncology company focused on developing its lead programme through to commercialisation and building a pipeline of further programmes. Syncona Partners, Magda Jonikas and Michael Kyriakides are now developing the business plan and clinical pipeline with the Azeria team. Through our investment in the CRT Pioneer Fund, and directly through the Series B financing, Syncona has a 75 per cent ownership holding in Azeria[14].

A rapidly scaling portfolio

Successful life science companies scale rapidly. They require increasing amounts of capital to achieve their ambitions as they progress through the development cycle, secure globally leading management teams and build industrial scale.

Our portfolio companies are progressing well meaning the scale of the capital which they require is also increasing. We have three companies in the clinic progressing seven programmes and have deployed GBP127.2 million in the period. Our strategic capital base, which has been significantly strengthened by the sale of Blue Earth and Nightstar, provides us with the flexibility to back our companies over the long-term, while retaining significant ownership stakes.

Managing risk and reward

As our companies scale, we continue to take a disciplined approach to capital allocation to optimise returns for our shareholders. For any given company, we continually assess the opportunity, the fundamental risk, the capital required to scale ambitiously and the strength of our own balance sheet, to determine the optimum financing approach or the right time to sell a company.

We typically remain the sole investor throughout initial rounds of investments. However, there will also be circumstances where the right thing for the company, and Syncona, will be to bring in likeminded investors to support the portfolio company, while maintaining a significant ownership stake, for example where the capital required is at a level beyond which we could prudently invest from our balance sheet.

Equally, we will sell companies prior to product approval if we have the opportunity to capture an out-sized risk-adjusted return for our shareholders, applying our disciplined assessment of the risk and future opportunity. We believe the sale of Nightstar is a good example of this strategy. Importantly, our capital base protects against the risk of being a forced seller and allows us to make informed decisions around whether to invest alone or divest our companies to realise value.

Alongside financial risk, there is also scientific, clinical, execution and commercial risk in building life science companies. The Syncona team's strong track record and expertise means that we are highly qualified to understand and manage these risks both at an early stage and through the development cycle, but it is the nature of life science businesses that some of our companies won't succeed. In these circumstances, we aim to take action quickly to recover as much value as possible and limit further costs, so that we can reallocate our time and investment capacity to other opportunities.

At the portfolio level, we also seek to manage risk through the creation of a portfolio of 15-20 companies which we would expect to sit across a range of therapeutic areas and development stages. We believe this level of diversification is appropriate to meet our primary goal of delivering 3-5 companies to the point of approval.

Significant opportunity over the long-term:

We continue to see a rich set of opportunities in the UK, where there is a globally differentiated research base. These include high quality opportunities in gene and cell therapy, areas where we already have deep domain expertise and strong platform capabilities, and attractive pipeline opportunities more broadly across a range of therapeutic areas and modalities, including small molecules and biologics. Our focus is on finding opportunities where we can deliver our strategy to build global leaders aiming to take their products to market and capture shareholder returns by targeting the steepest part of the value creation curve. Our proactive approach to identifying innovative areas of science and then partnering with globally leading academics to found new companies enables us to access the very best opportunities and bring the Syncona team's differentiated expertise to bear from the outset.

We enter the second half with strong momentum in the portfolio. We remain focused on leveraging our expertise and differentiated model to build globally competitive businesses. Over the next 10 years, we are seeking to build our high conviction portfolio to 15-20 companies, adding new companies at a rate of 2-3 a year. Our goal is to deliver 3-5 companies, in which we retain a significant ownership position, to the point of product approval. We believe this will enable us to capture the significant value creation opportunity available from commercialising life science innovation and ultimately achieve our ambition to deliver transformational treatments to patients and strong risk-adjusted returns for shareholders.

Martin Murphy, CEO Syncona Investment Management Limited

20 November 2019

Life science portfolio review

There is good progress in the portfolio, which was valued at GBP481.3 million at 30 September 2019, with eight companies at the end of the period: three clinical stage companies and five pre-clinical companies focused on establishing operations and setting and implementing their strategic vision.

Clinical companies:

Autolus (11.0% of NAV, 29% shareholding):

-- Encouraging data in AUTO1 adult acute lymphoblastic leukaemia (ALL) programme; the company completed a follow-on financing of $109.0 million where Syncona invested $24.0 million

-- AUTO1 adult ALL expected to move to a pivotal programme in H1 2020; further data from AUTO1, AUTO2 and AUTO3 to be presented at ASH in December 2019

Autolus is our biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer. During the period, the company reported initial positive data from the AUTO1 adult ALL Phase 1/2 trial and confirmed that it plans to initiate a pivotal programme in the first half of calendar year 2020. It also reported that it will move to focus on a next generation product targeting multiple myeloma as its AUTO2 programme is not differentiated from competitor programmes. Autolus also intends to make a decision on whether to initiate a Phase 2 trial for AUTO3 in Diffuse Large B-cell lymphoma (DLBCL) in mid-2020, whilst in paediatric ALL (pALL), it reported that it will focus on its AUTO1 and AUTO NG products, where data currently indicates a differentiated combination of efficacy, safety and persistence. AUTO1NG is expected to commence a Phase 1 study in the first half of 2020.

Autolus completed a $109.0 million follow-on financing in April 2019, in which Syncona invested $24.0 million. The business has also been focused on expanding operations at its clinical manufacturing site at the Catapult Cell and Gene facility in Stevenage, to enable the company to meet its expected demand for its clinical trials.

Post period end, the business published abstracts for the ASH conference in November 2019, where it reported further early encouraging data from its AUTO3 programme in DLBCL from the low dose cohorts, with further data from patients in a higher dose cohort expected to be presented at ASH. The business also reported that it will publish data from its pipeline of programmes, including AUTO1 (pALL and adult ALL), AUTO2 and AUTO3 (pALL and DLBCL) at the conference.

Despite the recent share price fall, our view is that Autolus is a strong company with positive fundamentals as it seeks to apply a broad range of technologies to engineer a pipeline of precisely targeted T cell therapies designed to better recognise and attack cancer cells. The business is expecting to initiate a registrational trial in its lead programme in AUTO1 in adult ALL in H1 CY2020, where there is currently no CAR-T therapy approved. Compared to the current standard of care in relapsed refractory Adult ALL, Blincyto, a redirected T cell engager, AUTO1 has the potential to have a highly differentiated efficacy profile with a comparable safety profile. There is an addressable patient population of 3,000 patients[15] and 8,400 new cases of adult ALL diagnosed yearly worldwide and therefore this represents a significant commercial opportunity for the business[16].

Freeline (8.9% of NAV, 80% shareholding):

-- Two clinical programmes; dose optimisation continues in lead programme in Haemophilia B programme and first patient dosed in second programme in Fabry's Disease

-- Further data from Haemophilia B programme is expected in this financial year and early data from the Fabry programme is expected to be reported in FY2021

Freeline, our gene therapy company focused on liver expression for a range of chronic systemic diseases, is progressing its lead programme in Haemophilia B through clinical development in which it is seeking to deliver FIX activity in patients in the normal range. The normal range of FIX activity in the general population's blood is between 50% and 150%. The business continues to enrol patients as part of its dose-ranging trial and is currently completing dose optimisation with the goal of delivering FIX activity consistently in the normal range for all patients. The business expects to report further data in the trial in this financial year.

Freeline also dosed its first patient in a Phase 1/2 in its second programme in Fabry Disease, which is estimated affects one in every 40,000 people[17]. It is the first AAV gene therapy clinical study in Fabry disease globally. Early data from the Fabry programme is expected to be released in FY2021.

Freeline is also progressing pre-clinical programmes targeting Gaucher disease and Haemophilia A, which are part of a broad pipeline of systemic disorders, where achieving high expression of FIX activity is crucial to achieving a functional cure for patients.

Importantly, the business has also been focused on developing its world leading manufacturing platform, so that it can deliver high-quality, consistent product at commercial scale, supporting its ambition to ultimately deliver product to patients.

Gyroscope (4.2% of NAV, 80% shareholding):

   --      Syncona GBP48.0 million commitment in a GBP50.4 million Series B financing 

-- Continued dosing in first programme in dry age-related macular degeneration (AMD); expects to complete enrolment in the FOCUS trial in FY2020, with initial data reported by FY2022

Gyroscope Therapeutics is developing gene therapy beyond rare disease and using it to treat a leading cause of blindness, dry age-related macular degeneration (dry-AMD). Dry-AMD is the leading cause of permanent vision impairment for people aged 65 and older and there are no approved treatments.

During the period Gyroscope closed a GBP50.4 million Series B financing, to continue the clinical development of both the company's lead investigational gene therapy (GT005) and the second-generation Orbit Subretinal Delivery System.

In line with our strategy to fund our companies ambitiously over the long-term, Syncona committed GBP48 million in the Series B financing, bringing its total commitment to Gyroscope since its inception to GBP82 million.

Research suggests that when a part of the immune system, the complement system, is overactive it leads to inflammation that damages healthy eye tissues. Gyroscope's lead investigational gene therapy, GT005, is designed to restore balance to the complement system to hopefully slow, or possibly stop, the progression of dry-AMD.

The company is currently enrolling in a Phase 1/2 dose-escalating clinical trial, known as the FOCUS study, and to date there have not been any safety concerns.

Gyroscope is also conducting a natural history study, known as the SCOPE study, that will enroll and genotype patients in Europe, Australia, and the United States. The SCOPE study will provide valuable genetic, biomarker and disease progression insight that will inform the company's future clinical development plans.

Pre-clinical companies (8.4% of NAV):

Achilles (5.4% of NAV, 44% shareholding):

-- GBP100.0 million Series B financing cornerstoned by a GBP35.1 million commitment from Syncona

-- Enrolled first patients in first programme in Non-Small Cell Lung Cancer (NSCLC); initial data in first two programmes in non-small cell lung cancer and melanoma expected by FY2022

Achilles, our cell therapy company which is focused on immunotherapy to treat solid tumours (initially lung cancer and melanoma), continues to make progress.

Proceeds from the recent financing are expected to enable the business to deliver two human proof-of-concept studies in Achilles' first programmes in NSCLC and melanoma. The business has enrolled the first patients in its NSCLC programme during the period. In addition, the financing will enable Achilles to continue building out its manufacturing capabilities as well as broaden its growing solid tumour pre-clinical product pipeline.

SwanBio (1.4% of NAV; 70% shareholding)

SwanBio, our gene therapy company focused on neurological disorders, has made good progress over the period, building out its leadership team with a number of appointments in the period. SwanBio's lead programme is focused on one of the most common monogenic neurological disorders, which currently has no available therapies and Syncona Partner Alex Hamilton is working with the company to develop its pipeline of indications.

OMASS (0.7% of NAV; 46% shareholding)

OMASS Therapeutics, our biopharmaceutical company using structural mass spectrometry to discover novel medicines, continued to leverage its unique technology platform and it is now fully deployed as a discovery engine for small molecule drug therapeutics. Syncona Partners Ed Hodgkin and Magda Jonikas have worked with the team and hired Ros Deegan, a highly experienced senior executive in drug discovery, as Chief Executive Officer. The business is now focused on building a pipeline of therapeutic agents.

Quell (0.6% of NAV; 69% shareholding)

Quell Therapeutics has been established with the aim of developing engineered T regulatory (Treg) cell therapies to treat a range of conditions such as solid organ transplant rejection, autoimmune and inflammatory diseases. The business appointed Iain McGill as Chief Executive Officer during the period. Iain is a leading pharmaceutical executive who has spent the majority of his 25 years in the industry in the area of solid organ and cell transplantation. Syncona Partner Freddie Dear is working in the company as Director of Operations. The team has expanded to 25 people and the company has been focused on building out R&D, manufacturing operations and capabilities. The business is targeting a first indication in liver transplant and candidate nomination is anticipated in FY2021.

Anaveon (0.3% of NAV; 47% shareholding)

Anaveon is developing a selective Interleukin 2 ("IL-2") Receptor Agonist, a type of protein that could therapeutically enhance a patient's immune system to respond to tumours. The business is expanding its operations and has recently moved into an independent laboratory space at Technologie Park Basel. The business has been focused on expanding the leadership team and is progressing towards clinical trials with candidate nomination in FY2021.

Life science investments (3.5% NAV):

Beyond Syncona's portfolio companies, where we typically have a significant ownership stake and are a partner with operational and strategic influence, we also have a small number of life science investments which represent good opportunities to generate returns for shareholders or provide promising options for the future in areas where Syncona has deep domain knowledge.

The largest holding is the CRT Pioneer Fund, which is focused on early stage investments in highly innovative oncology programmes which were primarily sourced from its proprietary pipeline agreement with Cancer Research UK. Syncona is the largest investor in the fund and has contributed a net GBP4.8 million to the fund during the period, with a further GBP10.1 million of uncalled commitments remaining that we expect to be called within the next 24 months. Its investment period closed in March 2018 and the manager is now focused on supporting the existing 11 investments in the portfolio. This portfolio has a number of exciting investments, notably Azeria, to which we have committed GBP29.5 million post period end.

Active clinical pipeline at 30 September 2019

 
 Programme / Indication    Status and next steps 
 Autolus - cell therapy / oncology 
 AUTO1 / Adult ALL         Phase 1/2 trial progressing; start pivotal 
                            programme in this financial year 
                          ----------------------------------------------------- 
 AUTO1 / Paediatric        Phase 1/2 trials progressing, (assessing safety, 
  ALL                       dose and efficacy) data anticipated this financial 
                            year 
                          ----------------------------------------------------- 
 AUTO3 - Adult DLBCL 
                          ----------------------------------------------------- 
 AUTO4 - T cell Lymphoma   Phase 1/2 trial progressing; expect to present 
                            initial AUTO4 Phase 1 data H2 CY2020 
                          ----------------------------------------------------- 
 Freeline 
 B-AMAZE - Haemophilia     Phase 1/2 trial progressing (assessing safety, 
  B                         dose and efficacy, dose escalation and optimisation 
                            phase), further data anticipated this financial 
                            year 
                          ----------------------------------------------------- 
 Fabry's Disease           Phase 1/2 trial progressing (assessing safety, 
                            dose and efficacy, dose escalation and optimisation 
                            phase), early data expected in FY2021 
                          ----------------------------------------------------- 
 Gyroscope 
                          ----------------------------------------------------- 
 FOCUS - Dry Age-Related   Phase 1/2 trial progressing (assessing safety, 
  Macular Degeneration      dose response and efficacy of two doses of 
                            GT005). Anticipate completing first dose escalation 
                            this financial year 
                          ----------------------------------------------------- 
 

Pre-clinical programmes anticipated to commence trials in FY2020

 
 Programme / Indication   Status and next steps 
 Achilles 
                         --------------------------------------------- 
 Non-small cell lung      Enrolling patients for its Phase 1/2 trial; 
  cancer                   expects to initiate Phase 1/2 trial in this 
                           financial year and initial data expected by 
                           FY2022 
                         --------------------------------------------- 
 Melanoma                 Enrolling patients for Phase 1/2 trial and 
                           expects to initiate in this financial year 
                         --------------------------------------------- 
 

Chris Hollowood, Chief Investment Officer, Syncona Investment Management Limited

20 November 2019

Finance review

Strong commercial and financial momentum across our portfolio

We continue to ambitiously fund and build our portfolio companies. Gyroscope and Achilles, completed private financing rounds in which Syncona was either the sole or largest institutional investor, committing GBP83.1 million to fund these companies as they move into the clinic. We invested GBP18.3 million in the secondary placing of Autolus, as it progresses its pipeline of trials through the clinic and remain its largest shareholder, with a 29 per cent holding. We also materially strengthened our capital base, which underpins our strategy and model, completing the sales of Blue Earth to Bracco Imaging and of Nightstar to Biogen.

NAV performance impacted by fall in Autolus share price

NAV performance in the six months was impacted by the 61 per cent fall in the share price of Autolus, which outweighed the GBP92.7 million positive impact of the sale of Blue Earth and uplift in the value of Achilles. This resulted in a negative return from the life science portfolio of 11.8 per cent[18] or a loss of GBP108.7 million and we ended the period with net assets of GBP1,336.8 million, or 198.9p per share[19], a 7.2 per cent negative return over the six months[20].

From a valuation perspective, 60.9 per cent of the life science portfolio[21] is valued on the basis of capital invested (cost) or at the value of a recent third-party financing, in the case of financing rounds that have been syndicated, calibrated for events that have taken place since the initial transaction that indicate a change in the investments' fair value. Companies which are publicly listed, are valued at their period end share price. Volatility in the value of early stage companies is to be expected, and in the case of Autolus, which is listed on NASDAQ, we continue to believe in company's strong fundamentals.

Capital deployment to increase to GBP200 - 250 million for this financial year

We continue to maintain a rigorous and disciplined approach to the allocation of capital to each portfolio company to maximise risk adjusted returns for shareholders. In total, we deployed GBP127.2 million of capital in the six months, funding milestone payments in our portfolio companies and the initial tranche of our Series B commitments to Gyroscope and Achilles. While the absolute level of deployment is dependent on the timing of the financing requirements, our current expectation is that capital deployment will increase to between GBP200 - GBP250 million for this financial year.

Looking forward, our portfolio companies are scaling rapidly and subject to the portfolio and investment pipeline progressing, we would expect our capital deployment to be in the range of GBP150 - GBP250 million per year.

Increase in uncalled commitments reflect new financing rounds

Uncalled commitments were GBP129.4 million at the end of the period. Of the GBP129.4 million, GBP114.3 million relate to milestone payments, which are subject to the satisfaction of key commercial and clinical milestones, mitigating financial risk. The remaining GBP15.1 million of commitments are split GBP10.1 million to the CRT Pioneer Fund and GBP5.0 million to two legacy fixed term funds.

 
                                    Uncalled Commitment 
 Life Science Portfolio: 
--------------------------------- 
 Milestone payments to portfolio 
  companies                                       114.3 
--------------------------------- 
 CRT Pioneer Fund                                  10.1 
--------------------------------- 
 Fund Portfolio                                     5.0 
--------------------------------- 
 TOTAL                                            129.4 
                                   -------------------- 
 

Significant strengthening of the capital base

The completion of the sales of Blue Earth and Nightstar generated proceeds of GBP592.6 million and significantly strengthened our capital base, which stood at GBP855.5 million[22] at the half year. The strength of our balance sheet is a strategic differentiator and a competitive advantage. It allows the team to take long term funding decisions, while retaining strategic ownership positions as our companies scale.

Syncona's developing life science companies are capital intensive, and the strength of our capital base protects against the risk of being a forced seller and gives us the flexibility to fund our companies over the long term, on a sole or partnered basis. Certainty of funding is key and for our model to be successful we believe our capital base needs to be sufficient to provide funding for our life science companies and new opportunities for a minimum of two to three years and hold at least one year's deployment in cash and cash equivalents.

 
 Liquidity profile    GBPm 
 Net cash             22.2 
                     ------ 
 < 1 month            356.6 
                     ------ 
 1-3 months           395.4 
                     ------ 
 3-12 months          7.6 
                     ------ 
 >12 months           73.7 
                     ------ 
 Total                855.5 
                     ------ 
 

The transition of the capital pool, away from fund investments is now largely complete. The majority of our liquidity is held in cash, cash equivalents, and fixed income products with a focus on liquidity and capital preservation.

Expenses

The Company's ongoing charges ratio[23] reduced to 0.55 per cent (30 September 2018: 0.82 per cent), a significant part of which reflects effective cost management. Allowing for the costs associated with the Incentive Plan, ongoing charges were 0.77 per cent of NAV (30 September 2018: 1.29 per cent).

Incentive Plan

The incentive plan aligns the investment team with shareholders and vests on a straight-line basis over a four-year period with awards settled in cash and Syncona shares. The total liability for the cash settlement element of the incentive plan was GBP14.2 million at 30 September 2019 (30 September 2018: GBP10.8 million), with the GBP6.1 million payment made to participants in the period partially offset by an increase in eligible MES, as the vesting schedule matures. In addition, 1,583,138 (30 September 2018:20,836) shares were issued to employees in connection with MES realisations in the six months. At 30 September 2019, the number of Syncona shares that could potentially be issued in connection with the MES stood at 8,525,594, taking the total number of fully-diluted shares, for the purposes of calculating NAV per share, to 672,191,131.

Foreign exchange

At the half year, we continued to hold the Company's foreign exchange exposure in the life science portfolio unhedged, US dollar denominated investments total GBP149.3 million and Swiss Franc denominated investments total GBP3.9 million. We hedge EUR52.0 million of our euro exposure in legacy fixed term fund investments and the unrealised gain on the associated forward contracts was GBP1.8 million at 30 September 2019.

Recent events

Since the period end, Syncona has made a GBP29.5 million commitment to new company, Azeria, of which GBP6.5 million has been invested.

John Bradshaw, Chief Financial Officer, Syncona Investment Management Limited

20 November 2019

Supplementary Information

Life science valuation table:

 
 Company           31 March   Net           Valuation   30            %NAV    Fair value    Fully        Focus Area 
                    2019       Investment    Change     September              basis[24]     Diluted 
                    Value      in            (GBPm)     2019                                 Ownership 
                    (GBPm)     Period                   Value                                % 
                               (GBPm)                   (GBPm) 
                                                        - fair 
                                                        value 
 Life science 
  portfolio 
  companies 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Product 
 approval 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
                                                                                                         Advanced 
 Blue Earth        267.5      -336.8        69.3        0.0           0.0%    Sale price    0%            diagnostics 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Clinical 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Nightstar         255.8      -255.8                    0.0           0.0%    Sale price    0%           Gene therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Autolus           328.2      18.3          -199.1      147.4         11.0%   Quoted        29%          Cell therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Freeline          93.5       25.0                      118.5         8.9%    Cost          80%          Gene therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Gyroscope         28.9       27.1                      56.0          4.2%    Cost          80%          Gene therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Pre-clinical 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
                                                                              Recent 
                                                                              financing 
                                                                              (within 
 Achilles          16.2       32.8          23.4        72.4          5.4%    0-6 months)   44%          Cell therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 SwanBio           5.3        12.9          0.5         18.7          1.4%    Cost          70%          Gene therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Omass             3.5        6.3                       9.8           0.7%    Cost          46%          Therapeutics 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Anaveon           3.7                      0.2         3.9           0.3%    Cost          47%          Immunoncology 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Quell             8.3                                  8.3           0.6%    Cost          69%          Cell therapy 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Life Science 
  Investments 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 CRT Pioneer                                                                  Adj Third 
  Fund             34.3       4.8                       39.1          2.9%     Party        N/A 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
                                                                              Recent 
                                                                              financing 
                                                                              (within 
                                                                              6-12 
 CEGX              3.9                                  3.9           0.3%    months)       9% 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Adaptimmune       4.9                      -3.0        1.9           0.2%    Quoted        0% 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 Syncona 
  Collaborations   1.4                                  1.4           0.1%    Cost          100% 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 TOTAL             1,055.4    -465.4        -108.7      481.3         36.0% 
                  ---------  ------------  ----------  ------------  ------  ------------  -----------  -------------- 
 

Supplementary portfolio company information:

 
  Company                 Lead programme          Opportunity             Key                     Key potential 
   & investment            & disease              in and                  comparators([25])       risks([26]) 
   thesis                  population             differentiation 
                                                  of lead programme 
  Autolus                 AUTO1 ALLCAR19          Unmet medical           CAR-T active            Differentiated 
   Applying                Phase 1/2              need: only               programmes             product 
   a broad                 in Adult               30-40% of patients       in clinical            required 
   range of                Acute Lymphoblastic    with Adult               development            Complex 
   technologies            Leukaemia              ALL achieve              for Adult              manufacturing 
   to build                3,000 patients         long term remission      ALL include 
   a pipeline              globally([27])         with combination         Gilead([31]) 
   of precisely            p.a.                   chemotherapy, 
   targeted                                       the current 
   T cell therapies                               standard of 
   designed                                       care([28]) 
   to better                                      No CAR-T therapy 
   recognise                                      approved for 
   and attack                                     adult ALL for 
   cancer cells                                   patients 
                                                  AUTO1 targets 
                                                  a differentiated 
                                                  safety profile 
                                                  (reduce high 
                                                  grade CRS([29]) 
                                                  ) and 
                                                  improvedpersistence 
                                                  to address 
                                                  limitations 
                                                  of current 
                                                  T cell 
                                                  therapies([30]) 
                        ----------------------  ----------------------  ----------------------  ---------------------- 
  Freeline                B-AMAZE:                Unmet medical           Active clinical         Highly competitive 
   Potential               Phase 1/2               need: current           programmes             environment 
   to deliver              in Haemophilia          standard of             for Haem               Differentiated 
   constant                B                       care, Enzyme            B include:             product 
   high protein            9,500 patients          Replacement             Spark/Pfizer([33])     required 
   expression              (total) US              Therapy (infusions      UniQure([34])          Manufacturing 
   levels across           and EU5([32])           of FIX into 
   a broad                                         the blood), 
   pipeline                                        requires regular 
   of systemic                                     administration 
   diseases;                                       and FIX activity 
   opportunity                                     does not remain 
   to deliver                                      stable 
   curative                                        Opportunity 
   gene therapies                                  to deliver 
                                                   a single dose 
                                                   cure for patients 
                                                   by achieving 
                                                   FIX levels 
                                                   in the 'normal' 
                                                   range in the 
                                                   blood of 50-150% 
                                                   Utilising a 
                                                   novel, proprietary 
                                                   capsid and 
                                                   industrialised 
                                                   proprietary 
                                                   manufacturing 
                                                   platform 
                        ----------------------  ----------------------  ----------------------  ---------------------- 
  Gyroscope               FOCUS Phase             Unmet medical           No directly             Highly innovative 
   A novel                1/2 in                  need: age related       competitive             concept - 
   company                Dry-Age-Related         macular degeneration    gene therapy            currently 
   developing             Macular Degeneration    is one of the           approach.               unsupported 
   gene therapy           2 million               leading causes          Apellis                 by a significant 
   beyond rare            patients                of permanent            (clinical)([37])        existing data set 
   disease                (total) with            vision impairment       ; 
   by understanding       geographic              for people              Gemini 
   the immune             atrophy (late           aged 65 and             (pre-clinical)([38]) 
   system and             stage,                  older with              Hemera([39]) 
   the role               dry-AMD)([35])          no approved             (non-gene 
   genetics                                       treatments([36])        therapy) 
   play in                                        . 
   a patient's                                    Research suggests 
   risk of                                        that when a 
   developing                                     part of the 
   late stage                                     immune system, 
   AMD                                            the complement 
                                                  system, is 
                                                  overactive 
                                                  it leads to 
                                                  inflammation 
                                                  that can damage 
                                                  healthy eye 
                                                  tissues 
                                                  Gene therapy 
                                                  may stimulate 
                                                  a patient's 
                                                  cells to produce 
                                                  the proteins 
                                                  needed to restore 
                                                  balance to 
                                                  the complement 
                                                  system 
                                                  Developing 
                                                  a subretinal 
                                                  delivery system 
                                                  to safely, 
                                                  precisely and 
                                                  consistently 
                                                  deliver therapies 
                                                  into the eye 
                                                  and help scale 
                                                  the surgical 
                                                  procedure for 
                                                  larger patient 
                                                  populations. 
                        ----------------------  ----------------------  ----------------------  ---------------------- 
  Achilles                Phase 1/2:              Unmet medical           Key competitors         Highly innovative 
   Differentiated          Non-small              need: lung              in neoantigen/          concept in an 
   cell therapy            cell lung              cancer, of              immunotherapy           emerging 
   approach                cancer                 which NSCLC             include:                space 
   targeting               234,000 patients       accounts for            Iovance([44])           Significant 
   solid tumours           US and UK([40])        approximately           Neon                    manufacturing 
   utilising               p.a.                   85%([41]) ,             Therapeutics([45])      challenge 
   Tumour Infiltrating                            with limited            Gritstone([46])         Increasing 
   Lymphocytes                                    treatment options       Oncology                competition 
   & clonal                                       and is the 
   neoantigens                                    leading cause 
   to develop                                     of cancer 
   personalised                                   deaths([42]) 
   treatments                                     . 
                                                  TILs have shown 
                                                  convincing 
                                                  efficacy in 
                                                  solid tumours([43]) 
                                                  Achilles' world 
                                                  leading 
                                                  bioinformatics 
                                                  platform, PELEUS(TM) 
                                                  is built on 
                                                  exclusive access 
                                                  to world largest 
                                                  study of tumour 
                                                  evolution in 
                                                  lung cancer 
                                                  (TRACERx) 
                                                  Achilles process 
                                                  uses the patient's 
                                                  own genomic 
                                                  information 
                                                  to create a 
                                                  truly personalised 
                                                  medicine targeting 
                                                  the clonal 
                                                  neoantigens 
                                                  specific to 
                                                  that patient 
                        ----------------------  ----------------------  ----------------------  ---------------------- 
 
 
  Company                 Syncona's Investment Thesis                 Key comparators         Key risks 
  Swan                    Unmet medical need: one of                  Several                 Manufacturing 
   Gene therapy            the most common monogenic                   clinical                and delivery challenges 
   focused                 neurological disorders, with                trials for              in the CNS (substantial 
   on neurological         no available therapies for                  gene therapy            dose required) 
   disorders               severely debilitating progressive           within CNS              Clinical endpoints 
   where there             movement disorder                           field, including        in slow progressing 
   is existing             Gene therapy has the potential              programmes              diseases can be 
   proof of                to be transformational in                   within Voyager[48]      challenging to 
   concept                 neurology([47])                             Uniqure[49],            define 
                           one-off delivery mechanism                  Amicus[50], 
                           and hundreds of single gene                 Prevail 
                           disorders                                   Therapeutics[51] 
                           First programme in preclinical              and PTC 
                           development for an inherited                Therapeutics[52] 
                           neurodegenerative disease 
                           in which the causative gene 
                           is definitively known and 
                           well characterized 
                        ------------------------------------------  ----------------------  -------------------------- 
  Quell                   Unmet medical need: current                 T Reg field             Highly innovative 
   Engineered             standard of care for prevention              is nascent              concept, limited 
   cell therapy           of solid organ transplant                    TX Cell/Sangamo[55]     clinical data 
   company                rejection is life-long immunosuppression                             supporting application 
   addressing             which results in an array                                            of CAR-T technology 
   "immune                of serious long-term side                                            in Treg cells 
   dysregulation"         effects (e.g. renal function, 
                          malignancy, infection, cardiovascular 
                          disease) materially impacting 
                          patient quality of life and 
                          long-term survival([53]) 
                          Novel cell therapy approach 
                          using T-regulatory cells 
                          with a suppressive action 
                          to downregulate the immune 
                          system to treat conditions 
                          including solid organ transplant 
                          rejection, autoimmune and 
                          inflammatory diseases 
                          Potential pipeline to treat 
                          serious, chronic conditions 
                          mediated by the immune system; 
                          in the autoimmune setting 
                          alone, there are are >70 
                          chronic disorders estimated 
                          to affect over 4% of the 
                          population[54] 
                          Pre-clinical stage: first 
                          programme to address solid 
                          organ transplant 
                        ------------------------------------------  ----------------------  -------------------------- 
  Anaveon                 Unmet medical need: Human                   Companies               Highly competitive 
   Immuno-oncology         Interleukin 2 "IL-2" approved               developing              Innovative concept 
   company                 as a medicine for the treatment             products                which is currently 
   developing              of metastatic melanoma and                  in the IL-2             unsupported by 
   a selective             renal cancer, but with a                    field include:          a significant 
   IL-2 Receptor           frequent administration schedule            Nektar[58],             clinical data 
   Agonist                 and significant toxicity([56])              Roche[59],              set 
                           Preclinical stage, developing               Alkermes[60], 
                           a selective Interleukin 2                   Synthorx[61]. 
                           ("IL-2) Receptor Agonist 
                           with improved administration 
                           and tox burden 
                           Wide potential utility across 
                           multiple oncology indications 
                           in large markets([57]) 
                        ------------------------------------------  ----------------------  -------------------------- 
  OMASS                   Opportunity to build a drug                 N/A                     Pre-clinical and 
   Drug Discovery          discovery platform employing                                        clinical attrition 
   platform                a differentiated Modified                                           of potential drugs 
   with differentiated     Mass Spectrometry technology 
   technology              with the potential to yield 
                           high quality chemical hits 
                           to discover novel small molecule 
                           drug therapeutics for a variety 
                           of complex targets, including 
                           membrane receptors 
                        ------------------------------------------  ----------------------  -------------------------- 
 

Syncona life science portfolio returns (30 September 2019)

 
 Company                   Cost         Value          Multiple   IRR 
 Maturing 
                          -----------  -------------  ---------  ---- 
 Autolus                   GBP94.5m     GBP147.4m      1.6        22% 
                          -----------  -------------  ---------  ---- 
 Freeline                  GBP118.5m    GBP118.5m      1.0         0% 
                          -----------  -------------  ---------  ---- 
 Gyroscope                 GBP55.5m     GBP56.0m       1.0         0% 
                          -----------  -------------  ---------  ---- 
 Sub-total 
                          -----------  -------------  ---------  ---- 
 Developing 
                          -----------  -------------  ---------  ---- 
 Achilles                  GBP49.0m     GBP72.4m       1.5        61% 
                          -----------  -------------  ---------  ---- 
 SwanBio                   GBP17.8m     GBP18.7m       1.1        10% 
                          -----------  -------------  ---------  ---- 
 Omass                     GBP9.8m      GBP9.8m        1.0         0% 
                          -----------  -------------  ---------  ---- 
 Anaveon                   GBP3.7m      GBP3.9m        1.1         0% 
                          -----------  -------------  ---------  ---- 
 Quell                     GBP8.3m      GBP8.3m        1.0         0% 
                          -----------  -------------  ---------  ---- 
 Realised companies 
                          -----------  -------------  ---------  ---- 
 Nightstar                 GBP56.4m     GBP255.8m      4.5        72% 
                          -----------  -------------  ---------  ---- 
 Blue Earth                GBP35.3m     GBP351.0m      9.9        87% 
                          -----------  -------------  ---------  ---- 
 Investments 
                          -----------  -------------  ---------  ---- 
 Unrealised investments    GBP51.6m     GBP46.3m       0.9        -6% 
                          -----------  -------------  ---------  ---- 
 Realised investments      GBP12.4m     GBP17.6m       1.4        27% 
                          -----------  -------------  ---------  ---- 
 Total                     GBP512.8m    GBP1,105.7m    2.2        47% 
                          -----------  -------------  ---------  ---- 
 

Valuation policy for life science investments and clinical trial disclosure process

Valuation policy for life science investments

The Group's investments in life science companies are, in the case of quoted companies, valued based on bid prices in an active market as at the reporting date.

In the case of the Group's investments in unlisted companies, the fair value is determined in accordance with the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines. These include the use of recent arm's length transactions, Discounted Cash Flow ("DCF") analysis and earnings multiples. Wherever possible, the Group uses valuation techniques which make maximum use of market based inputs.

The following considerations are used when calculating the fair value of unlisted life science companies:

 
 --   Cost is generally deemed to be fair value as of the transaction date. Similarly, where there 
       has been a recent investment in the unlisted company by third parties, the Price of Recent 
       Investment ("PRI") is generally deemed to be fair value as of the transaction date, although 
       further judgement may be required to the extent that the instrument in which the recent investment 
       was made is different from the instrument held by the Group. 
 --   The length of period for which it remains appropriate to deem cost or PRI fair value depends 
       on the specific circumstances of the investment and the stability of the external environment 
       and adequate consideration needs to be given to the current facts and circumstances. Where 
       this calibration process shows there is objective evidence that an investment has been impaired 
       or increased in value since the investment was made, such as observable data suggesting a 
       change of the financial, technical or commercial performance of the underlying investment, 
       the Group carries out an enhanced assessment based on one of the alternative methodologies 
       set out in the IPEV Valuation Guidelines. 
 --   DCF involves estimating the fair value of an investment by calculating the present value of 
       expected future cash flows, based on the most recent forecasts in respect of the underlying 
       business. Given the difficulty involved with producing reliable cash flow forecasts for seed, 
       start-up and early-stage companies, the DCF methodology will more commonly be used in the 
       event that a life science company is in the final stages of clinical testing prior to regulatory 
       approval or has filed for regulatory approval. 
 --   Independent Adviser - the Group's determination of the fair values of certain investments 
       at 31 March 2019 took into consideration multiple sources including management and publicly 
       available information and publications and certain input from independent advisers L.E.K. 
       Consulting LLP ("L.E.K."), who have undertaken an independent review of certain investments 
       and have assisted the Group with its valuation of such investments. The review was limited 
       to certain limited procedures that the Group identified and requested it to perform within 
       an agreed limited scope. 
 --   As with any review of investments these can only be considered in the context of the limited 
       procedures and agreed scope defining such review and are subject to assumptions which may 
       be forward looking in nature and subjective judgements. Upon completion of such limited agreed 
       procedures, L.E.K. estimated an independent range of fair values of those investments subjected 
       to the limited procedures. In making such a determination the Group considered the review 
       as one of multiple inputs in the determination of fair value. The limited procedures within 
       the agreed scope are limited by the information reviewed and did not involve an audit, review, 
       compilation or any other form of verification, examination or attestation under generally 
       accepted auditing standards and was based on the review of multiple defined sources. The Group 
       is responsible for determining the fair value of the investments, and the agreed limited procedures 
       in the review performed to assist the Group in its determination are supplementary to the 
       inquiries and procedures that the Group is required to undertake to determine the fair value 
       of the said investments for which the Directors are ultimately responsible. 
 

Where the Group is the sole institutional investor and until such time as substantial clinical data has been generated, the cost or PRI will generally be deemed to be fair value subject to adequate consideration being given to current facts and circumstances. Once substantial clinical data has been generated the Group will use input from an independent valuations advisor to assist in the determination of fair value.

 
Valuation of the life science   % of life science  % of net assets 
 portfolio                              portfolio 
------------------------------  -----------------  --------------- 
Calibrated Cost                              45.0             16.2 
------------------------------  -----------------  --------------- 
Calibrated PRI                               15.0              5.4 
------------------------------  -----------------  --------------- 
Quoted                                       31.0             11.2 
------------------------------  -----------------  --------------- 
Adjusted Price of Recent 
 Investment                                   0.8              0.3 
------------------------------  -----------------  --------------- 
Third Party                                   8.2              2.9 
------------------------------  -----------------  --------------- 
 

Clinical trial disclosure process

Currently, Syncona's portfolio companies are progressing with seven clinical trials. These trials represent both a significant opportunity and risk for each company and for Syncona Ltd.

Unlike typical randomised controlled pharmaceutical clinical trials, currently all seven clinical trials are open-label trials. Open label trials are clinical studies in which both the researchers and the patients are aware of the drug being given. In some cases the number of patients in a trial may be relatively small. Data is generated as each patient is dosed with the drug in a trial and is collected over time as results of the treatment are analysed and, in the early stages of these studies, dose-ranging studies are completed.

Because of the trial design, clinical data in open-label trials is received by our portfolio companies on a frequent basis. However, individual data points need to be treated with caution, and it is typically only when all or substantially all of the data from a trial is available and can be analysed that meaningful conclusions can be drawn from that data about the prospect of success or otherwise of the trial. In particular it is highly possible that early developments (positive or negative) in a trial can be overtaken by later analysis with further data as the trial progresses.

Our portfolio companies may decide or be required to announce publicly interim clinical trial data, for example where the company or researchers connected with it are presenting at a scientific conference, and Syncona will generally also issue a simultaneous announcement about that clinical trial data. Syncona would also expect to announce its assessment of the results of a trial at the point we conclude on the data available to us that it has succeeded or failed. We would not generally expect to announce our assessment of interim clinical data in an ongoing trial otherwise, although we will review all such data to enable us to comply with our legal obligations such as under the EU Market Abuse Regulation or otherwise.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company for the second half of the financial year are substantially the same as those disclosed in the Report and Accounts for the year ended 31 March 2019. These include:

- Failure to attract or retain key personnel

- Risk in making early stage investments

- Clinical trial risks

- General, commercial and technological risks

- Dominance of portfolio by a few larger investments and/or sector focus

- Financing and exit risk

- Capital Pool risk

- Systems and controls

- Impact of political and economic uncertainty, and changes to law and regulation

Going Concern

The factors likely to affect the Company's ability to continue as a going concern were set out in the Report and Accounts for the year ended 31 March 2019. As at 30 September 2019, there have been no significant changes to these factors. Having reviewed the Company's assets and liabilities and other relevant evidence, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the 12 months following the approval of these half-yearly financial statements. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.

Statement of Directors' Responsibilities

The directors confirm that the interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union and that the business review includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- material related-party transactions in the first six months of the financial year and any material changes in the related-party transactions described in the last annual report.

The Directors of Syncona Limited are listed in the Syncona Limited Report & Accounts for the year ended 31 March 2019. A list of current directors is maintained on the Syncona Limited website: https://www.synconaltd.com/about-us/our-people?b=true#profiles.

Jeremy Tigue, Chairman, Syncona Limited

20 November 2019

INDEPENT REVIEW REPORT TO SYNCONA LIMITED

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2019 which comprises the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Net Assets Attributable to Holders of Ordinary Shares, Consolidated Statement of Cash Flows and related notes 1 to 14. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

St Peter Port, Guernsey

20 November 2019

SYNCONA LIMITED

GROUP PORTFOLIO STATEMENT

As at 30 September 2019

 
                                                         % of 
                                       Fair Value   Group NAV 
                                          GBP'000        2019 
Life science portfolio 
  Life science companies 
    Autolus Therapeutics plc              147,446        11.0 
    Freeline Therapeutics Limited         118,500         8.9 
    Achilles Therapeutics Limited          72,413         5.4 
    Gyroscope Therapeutics Limited         55,975         4.2 
    Swanbio Therapeutics Limited           18,712         1.4 
    Companies of less than 1% of NAV       29,209         2.2 
  Total life science companies            442,255        33.1 
 
  CRT Pioneer Fund                         39,089         2.9 
 
Total life science portfolio (1)          481,344        36.0 
                                       ----------  ---------- 
 
Capital pool investments 
 
  Fixed income funds                      247,110        18.5 
 
  UK Treasury bills                       479,678        35.9 
 
  Legacy funds                            104,185         7.8 
 
  Open forward currency contracts           1,820         0.1 
 
Total capital pool investments            832,793        62.3 
                                       ----------  ---------- 
 
Other net assets 
    Cash and cash equivalents (2)          39,053         2.9 
    Charitable donations                  (2,020)       (0.2) 
    Other assets and liabilities         (14,368)       (1.0) 
 
Total other net assets                     22,665         1.7 
                                       ----------  ---------- 
 
Total net asset value of the Group      1,336,802       100.0 
                                       ==========  ========== 
 

(1) The life science portfolio of GBP481,343,686 consists of life science investments totalling GBP442,254,200 held by Syncona Holdings Limited and the CRT Pioneer Fund of GBP39,089,486 held by Syncona Investments LP Incorporated.

(2) Total cash held by the Group is GBP39,052,883. Of this amount GBP12,570 is held by Syncona Limited. The remaining GBP39,040,313 is held by its subsidiaries other than portfolio companies ("Syncona Group Companies").

Cash held by Syncona Group Companies is not shown in Syncona Limited's Consolidated Statement of Financial Position.

See note 1 for a description of Syncona Holdings Limited and Syncona Investments LP Incorporated.

SYNCONA LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 September 2019

 
                                                        Unaudited      Unaudited 
                                                       six months     six months       Audited 
                                                               to             to          year 
                                                     30 September   30 September   to 31 March 
                         Notes  Revenue    Capital           2019           2018          2019 
                                GBP'000    GBP'000        GBP'000        GBP'000       GBP'000 
 
Investment income 
Other income                     26,110          -         26,110         25,305        34,631 
Total investment 
 income                          26,110          -         26,110         25,305        34,631 
                                -------  ---------  -------------  -------------  ------------ 
Net (losses)/gains 
 on financial assets 
 at fair value through 
 profit or loss            5          -  (120,909)      (120,909)        340,268       404,487 
Total (losses)/gains                  -  (120,909)      (120,909)        340,268       404,487 
                                -------  ---------  -------------  -------------  ------------ 
 
Expenses 
Charitable donations       6      2,020          -          2,020          2,376         4,300 
General expenses                  8,361          -          8,361         12,949        23,556 
Total expenses                   10,381          -         10,381         15,325        27,856 
                                -------  ---------  -------------  -------------  ------------ 
 
(Loss) / Profit for 
 the period                      15,729  (120,909)      (105,180)        350,248       411,262 
                                =======  =========  =============  =============  ============ 
 
Diluted Earnings 
 per Ordinary Share        9      2.38p   (18.25)p       (15.87)p         53.01p        62.24p 
                                =======  =========  =============  =============  ============ 
 

The total columns of this statement represent the Group's Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and interpretations adopted by the International Accounting Standards Board. Whilst the Company is not a member of the Association of Investment Companies (the "AIC"), the supplementary revenue and capital columns are both prepared under guidance published by the AIC.

The profit for the period is equivalent to the "total comprehensive income" as defined by IAS 1 "Presentation of Financial Statements" ("IAS 1"). There is no other comprehensive income as defined by IFRS.

All the items in the above statement derive from continuing operations.

Notes 1 to 14 form an integral part of the Condensed Consolidated Financial Statements.

SYNCONA LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2019

 
                                            Unaudited      Unaudited      Audited 
                                         30 September   30 September     31 March 
                                 Notes           2019           2018         2019 
                                              GBP'000        GBP'000      GBP'000 
ASSETS 
Non-current assets 
Financial assets at fair value 
 through profit or loss            7        1,347,503      1,405,839    1,470,078 
 
Current assets 
Bank and cash deposits                             13          2,015           91 
Trade and other receivables                     4,496          4,489        8,833 
Total assets                                1,352,012      1,412,343    1,479,002 
                                        -------------  -------------  ----------- 
 
LIABILITIES AND EQUITY 
Non-current liabilities 
Share based payment                8            6,716          9,475       10,834 
 
Current liabilities 
Share based payment                8            7,502          1,343        6,351 
Payables                                          992          7,545        6,704 
Total liabilities                              15,210         18,363       23,889 
                                        -------------  -------------  ----------- 
 
EQUITY 
Share capital                      9          767,999        766,037      766,037 
Distributable capital reserves                568,803        627,943      689,076 
Total equity                                1,336,802      1,393,980    1,455,113 
                                        -------------  -------------  ----------- 
 
Total liabilities and equity                1,352,012      1,412,343    1,479,002 
                                        -------------  -------------  ----------- 
 
Total net assets attributable 
 to holders of Ordinary Shares              1,336,802      1,393,980    1,455,113 
                                        =============  =============  =========== 
 
Number of Ordinary Shares in 
 Issue                             9      663,665,537    661,222,309  661,222,309 
                                        -------------  -------------  ----------- 
Net assets attributable to 
 holders of Ordinary Shares 
 (per share)                       9          GBP2.01        GBP2.11      GBP2.20 
                                        -------------  -------------  ----------- 
Diluted NAV (per share)            9          GBP1.99        GBP2.08      GBP2.17 
                                        =============  =============  =========== 
 

The unaudited Consolidated Financial Statements were approved on 20 November 2019.

Notes 1 to 14 form an integral part of the Condensed Consolidated Financial Statements.

SYNCONA LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES

As at 30 September 2019

 
                                            Share 
                                          capital    Capital    Revenue 
                                  Notes   account   reserves   reserves      Total 
                                          GBP'000    GBP'000    GBP'000    GBP'000 
 
As at 31 March 2018 (audited)             763,016    292,747          -  1,055,763 
 
Total comprehensive income 
 for the period                                 -    340,268      9,980    350,248 
 
Transactions with shareholders: 
Distributions                      10           -    (5,072)   (10,106)   (15,178) 
Scrip dividend shares 
 issued during the period           9       3,021          -          -      3,021 
Share based payment                             -          -        126        126 
 
As at 30 September 2018 
 (unaudited)                              766,037    627,943          -  1,393,980 
                                         ========  =========  =========  ========= 
 
Total comprehensive income 
 for the period                                 -     64,219    (3,205)     61,014 
 
Transactions with shareholders: 
Distributions                      10           -    (3,086)      3,086          - 
Share based payments                            -          -        119        119 
 
As at 31 March 2019 (audited)             766,037    689,076          -  1,455,113 
                                         ========  =========  =========  ========= 
 
Total comprehensive income 
 for the period                                 -  (120,909)     15,729  (105,180) 
 
Transactions with shareholders: 
Distributions                      10           -        636   (15,844)   (15,208) 
Scrip dividend shares 
 issued during the period           9       1,962          -          -      1,962 
Share based payment                             -          -        115        115 
 
As at 30 September 2019 
 (unaudited)                              767,999    568,803          -  1,336,802 
                                         ========  =========  =========  ========= 
 

Notes 1 to 14 form an integral part of the Condensed Consolidated Financial Statements.

SYNCONA LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 30 September 2019

 
                                                  Unaudited      Unaudited 
                                                 six months     six months 
                                                         to             to  Audited year 
                                               30 September   30 September   to 31 March 
                                       Notes           2019           2018          2019 
                                                    GBP'000        GBP'000       GBP'000 
Cash flows from operating activities 
Profit for the period                             (105,180)        350,248       411,262 
Adjusted for: 
Losses/(gains) on financial 
 assets at fair value through 
 profit or loss                          5          120,909      (340,268)     (404,487) 
                                              -------------  -------------  ------------ 
Operating cash flows before 
 movements in working capital                        15,729          9,980         6,775 
Decrease/(increase) in other 
 receivables                                          4,337            956       (3,388) 
Increase/(decrease) in other 
 payables                                             8,506        (2,246)       (3,087) 
                                              -------------  -------------  ------------ 
Net cash generated from operating 
 activities                                          28,572          8,690           300 
                                              -------------  -------------  ------------ 
 
Cash flows from investing activities 
Purchase of financial assets 
 at fair value through profit 
 or loss                                           (65,717)      (129,092)     (119,419) 
Proceeds from financial assets 
 at fair value through profit 
 or loss                                             50,313              -             - 
Return of capital contribution                            -        133,593       130,386 
                                              -------------  -------------  ------------ 
Net cash (used)/generated from 
 investing activities                              (15,404)          4,501        10,967 
                                              -------------  -------------  ------------ 
 
Cash flows from financing activities 
Distributions                           10         (13,246)       (12,157)      (12,157) 
                                              -------------  -------------  ------------ 
Net cash used in financing 
 activities                                        (13,246)       (12,157)      (12,157) 
                                              -------------  -------------  ------------ 
 
Net (decrease)/increase in 
 cash and 
cash equivalents                                       (78)          1,034         (890) 
Cash and cash equivalents at 
 beginning of period                                     91            981           981 
                                              -------------  -------------  ------------ 
Cash and cash equivalents at 
 end of period                                           13          2,015            91 
                                              =============  =============  ============ 
 
Supplemental disclosure of 
 non-cash investing and financing 
 activities 
Issue of shares                          9            1,962          3,021         3,021 
Scrip dividend shares issued 
 during the period                     9,10         (1,962)        (3,021)       (3,021) 
                                              -------------  -------------  ------------ 
Net non-cash investing and 
 financing activities                                     -              -             - 
                                              -------------  -------------  ------------ 
 

Cash held by the Company and Syncona Group Companies is disclosed in the group portfolio statement.

SYNCONA LIMITED

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period ended 30 September 2019

1. GENERAL INFORMATION

Syncona Limited (the "Company") is incorporated in Guernsey as a registered closed-ended investment company. The Company's Ordinary Shares were listed on the premium segment of the London Stock Exchange ("LSE") on 26 October 2012 when it commenced its business.

The Company makes its life science investments through Syncona Holdings Limited (the "Holding Company"), a subsidiary of the Company. The Company maintains its capital pool through Syncona Investments LP Incorporated (the "Partnership") in which the Company is the sole limited partner. The general partner of the Partnership is Syncona GP Limited (the "General Partner"), a wholly-owned subsidiary of the Company. Syncona Limited and Syncona GP Limited are collectively referred to as the "Group".

Syncona Limited's Investment Manager is Syncona Investment Management Limited ("SIML" or the "Investment Manager"), a subsidiary of the Holding Company.

2. ACCOUNTING POLICIES

The accounting policies applied in these interim results are the same as those applied by the Group in its Annual Report and Accounts for the year ended March 2019 and shall form the basis of the 2020 Annual Report and Accounts, except that the Board no longer considers that the Group operates two segments. No new standards that have become effective in the period have had a material effect on the Group's financial statements.

Statement of compliance

The condensed consolidated financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and should be read in conjunction with the Annual Report and Accounts for the year ended March 2019, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, and are in compliance with The Companies (Guernsey) Law 2008. The financial information in these interim accounts was approved by the Board and authorised for issue on 20 November 2019. The financial information is unaudited but has been subject to a review by the Group's independent auditor.

Basis of preparation

The condensed consolidated financial statements have been prepared under the historical cost basis, except for investments and derivatives held at fair value through profit or loss, which have been measured at fair value.

Going concern

The financial statements are prepared on a going concern basis. The Company's net assets currently consist of securities and cash, amounting to GBP1,336.8 million (September 2018: GBP1,394.0 million, March 2019: GBP1,455.1 million) of which 59.2% (September 2018: 21.7%, March 2019: 34.6%) are readily realisable within three months in normal market conditions and liabilities including uncalled commitments to underlying investments and funds amounting to GBP103.5 million (September 2018: GBP97.2 million, March 2019: GBP121.6 million). Accordingly, the Company has adequate financial resources to continue in operational existence for 12 months following the approval of the condensed consolidated financial statements. Hence, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the condensed consolidated financial statements.

Basis of consolidation

The General Partner is consolidated in full; the Company and the General Partner consolidated form the Group. All intra-group transactions, balances and expenses are eliminated on consolidation. Entities that meet the definition of an Investment Entity under IFRS 10 "Consolidated Financial Statements" are held at fair value through profit or loss in accordance with IFRS 9 "Financial Instruments: Recognition and Measurement". The Partnership and the Holding Company both meet the definition of Investment Entities.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the interim results requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses at the reporting date.

However, uncertainties about these assumptions and estimates, in particular relating to underlying investments of private equity investments and life science investments could result in outcomes that require a material adjustment to the carrying value of the assets or liabilities in future periods.

In preparing these interim results, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Annual Report and Accounts for the year ended March 2019.

The key critical accounting judgements are, the fair value of life science investments, the functional currency and the assessment as an investment entity.

The key sources of estimation uncertainty are the valuation of the Holding Company's life science investments, the investment in the CRT Pioneer Fund and the valuation of the Partnership's private equity investments.

4. INVESTMENT IN SUBSIDIARIES AND ASSOCIATES

The Company meets the definition of an investment entity in accordance with IFRS 10. Therefore, with the exception of the General Partner, the Company does not consolidate its subsidiaries and indirect associates, but rather recognises them as financial assets at fair value through profit or loss.

Directly owned subsidiaries

 
                                       Principal place 
Subsidiary                                 of business      Principal activity   % interest(1) 
Syncona GP Limited                             Guernsey          General Partner           100% 
Syncona Holdings Limited                       Guernsey     Portfolio management           100% 
Syncona Investments LP Incorporated            Guernsey     Portfolio management           100% 
 

There are no significant restrictions on the ability of subsidiaries to transfer funds to the Company.

Indirect interests in subsidiaries

 
                                    Principal 
                                        place 
Indirect subsidiaries             of business      Immediate parent     Principal activity  % interest(1) 
                                                Syncona Investments 
Syncona Discovery Limited                  UK                LP Inc   Portfolio management           100% 
                                                   Syncona Holdings 
Syncona Portfolio Limited            Guernsey               Limited   Portfolio management           100% 
                                                  Syncona Portfolio 
Syncona IP Holdco Limited                  UK               Limited   Portfolio management           100% 
Syncona Investment Management                      Syncona Holdings 
 Limited                                   UK               Limited   Portfolio management           100% 
Syncona Collaboration                             Syncona Portfolio 
 (E) Limited                               UK               Limited               Research           100% 
Freeline Therapeutics                             Syncona Portfolio 
 Limited                                   UK               Limited           Gene therapy            88% 
Gyroscope Therapeutics                            Syncona Portfolio 
 Limited                                   UK               Limited           Gene therapy            85% 
Achilles Therapeutics                             Syncona Portfolio 
 Limited                                   UK               Limited           Cell therapy            54% 
                                                  Syncona Portfolio 
Quell Therapeutics Limited                 UK               Limited           Cell therapy            58% 
SwanBio Therapeutics                              Syncona Portfolio 
 Limited                                  USA               Limited           Gene therapy            78% 
 
 
                                 Principal 
                                     place 
Indirect associates            of business    Immediate parent   Principal activity  % interest(1) 
                                             Syncona Portfolio 
Omass Therapeutics Limited              UK             Limited         Cell therapy            47% 
Autolus Therapeutics                         Syncona Portfolio 
 plc                                    UK             Limited         Cell therapy            32% 
                                             Syncona Portfolio 
Anaveon AG                     Switzerland             Limited        Immunotherapy            20% 
 

(1) Based on undiluted issued share capital and excluding the MES issued by Syncona Holdings Limited (see note 8).

5. NET (LOSSES)/GAINS ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

The net (losses)/gains on financial assets at fair value through profit or loss arise from the Group's holdings in the Holding Company and Partnership.

 
                                      Unaudited      Unaudited 
                                     six months     six months 
                                             to             to  Audited year 
                                   30 September   30 September   to 31 March 
                           Notes           2019           2018          2019 
                                        GBP'000        GBP'000       GBP'000 
Net gains/(losses) from: 
The Holding Company         5.a       (109,565)        336,267       431,893 
The Partnership             5.b        (11,344)          4,001      (27,406) 
                                      (120,909)        340,268       404,487 
                                  =============  =============  ============ 
 

5.a Movements in the Holding Company:

 
                                             Unaudited      Unaudited 
                                            six months     six months 
                                                    to             to  Audited year 
                                          30 September   30 September   to 31 March 
                                                  2019           2018          2019 
                                               GBP'000        GBP'000       GBP'000 
 
Expenses                                           (1)           (52)         (100) 
Net expense of Syncona Portfolio 
 Limited                                             -          (117)             - 
Foreign currency losses on investments               -          (404)             - 
Movement in unrealised (losses)/gains 
 on investments at fair value through 
 profit or loss                              (109,564)        336,840       431,993 
Net (losses)/gains on financial 
 assets at fair value through profit 
 or loss                                     (109,565)        336,267       431,893 
                                         =============  =============  ============ 
 

5.b Movements in the Partnership:

 
                                            Unaudited      Unaudited 
                                           six months     six months 
                                                   to             to  Audited year 
                                         30 September   30 September   to 31 March 
                                                 2019           2018          2019 
                                              GBP'000        GBP'000       GBP'000 
 
Investment income                                 246            528           610 
Rebates and donations                             236          1,548         2,527 
Expenses                                         (31)          (101)          (63) 
Realised gains on financial assets 
 at fair value through profit or 
 loss                                          20,064         15,938        76,965 
Movement in unrealised gains/(losses) 
 on financial assets at fair value 
 through profit or loss                           142         23,331      (60,459) 
(Losses)/gains on forward currency 
 contracts                                    (8,338)       (15,741)           997 
Gains/(losses) on foreign currency              2,447          3,803      (13,352) 
                                        -------------  -------------  ------------ 
Gains on financial assets at fair 
 value through profit or loss                  14,766         29,306         7,225 
Distributions                                (26,110)       (25,305)      (34,631) 
                                        -------------  -------------  ------------ 
Net gains/(losses) on financial 
 assets at fair value through profit 
 or loss                                     (11,344)          4,001      (27,406) 
                                        =============  =============  ============ 
 

6. CHARITABLE DONATIONS

The Group has an obligation to make a donation to charity of 0.3% of the total NAV of the Group calculated on a monthly basis, half donated to The Institute of Cancer Research ("ICR") and half donated to The Syncona Foundation, and these donations are made by the General Partner. The Group agreed with The Syncona Foundation that the charitable donations to it would not be less than GBP2,375,804 for the year ended 31 March 2019. The donation to ICR in any year may be reduced by the amount of certain enhanced donations that were paid in respect of the years ending 31 March 2017 and 31 March 2018, provided that no such reductions may be made that would reduce the charitable donation to ICR below GBP2,375,804.

During the period, accrued charitable donations amounted to GBP2,020,265 (September 2018: GBP2,375,804, March 2019: GBP4,300,155). As at 30 September 2019, GBP2,020,265 (September 2018: GBP2,375,804, March 2019: GBP4,300,155) remained payable.

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 
                                 Unaudited      Unaudited 
                                six months     six months 
                                        to             to  Audited year 
                              30 September   30 September   to 31 March 
                      Notes           2019           2018          2019 
                                   GBP'000        GBP'000       GBP'000 
 
 The Holding Company   7.a         975,382        896,128     1,048,250 
     The Partnership   7.b         372,121        509,711       421,828 
                                 1,347,503      1,405,839     1,470,078 
                             =============  =============  ============ 
 

7.a The net assets of the Holding Company

 
                                                Unaudited      Unaudited 
                                               six months     six months 
                                                       to             to  Audited year 
                                             30 September   30 September   to 31 March 
                                                     2019           2018          2019 
                                                  GBP'000        GBP'000       GBP'000 
 
Cost of the Holding Company's investment 
 at the start of the period                       456,932        325,510       325,510 
Purchases during the period                        36,378         71,514       131,422 
Cost of the Holding Company's investments 
 at the end of the period                         493,310        397,024       456,932 
Net unrealised gains on investments 
 at the end of the period                         484,903        497,911       594,148 
                                            -------------  -------------  ------------ 
Fair value of the Holding Company's 
 investments at the end of the period             978,213        894,935     1,051,080 
Other current assets/(liabilities)                (2,831)          1,193       (2,830) 
Financial assets at fair value 
 through profit or loss at the end 
 of the period                                    975,382        896,128     1,048,250 
                                            =============  =============  ============ 
 

7.b The net assets of the Partnership

 
                                            Unaudited      Unaudited 
                                           six months     six months 
                                                   to             to  Audited year 
                                         30 September   30 September   to 31 March 
                                                 2019           2018          2019 
                                              GBP'000        GBP'000       GBP'000 
 
Cost of the Partnership's investments 
 at the start of the period                   183,257        376,993       381,381 
Purchases during the period                 1,229,834         20,524       170,275 
Sales during the period                     (608,873)      (103,894)     (433,051) 
Return of capital                             (6,735)        (6,268)      (12,313) 
Net realised gains on disposals 
 during the period                             20,064         14,839        76,965 
                                        -------------  -------------  ------------ 
Cost of the Partnership's investments 
 at the end of the period                     817,547        302,194       183,257 
Net unrealised gains on investments 
 at the end of the period                      52,515        134,151        52,916 
                                        -------------  -------------  ------------ 
Fair value of the Partnership's 
 investments at the end of the period         870,062        436,345       236,173 
Open forward currency contracts                 1,820            933         1,908 
Cash and cash equivalents                      34,118         94,322       198,705 
Other current liabilities                   (533,879)       (21,889)      (14,958) 
Financial assets at fair value 
 through profit or loss at the end 
 of the period                                372,121        509,711       421,828 
                                        =============  =============  ============ 
 

8. SHARE BASED PAYMENTS

Share based payments are associated with awards of Management Equity Shares ("MES") in the Holding Company, relevant details of which are set out in note 2 of the Annual Report and Accounts for the year ended 31 March 2019.

The total cost recognised in the Consolidated Statement of Comprehensive Income is shown below:

 
                                           Unaudited      Unaudited 
                                          six months     six months 
                                                  to             to  Audited year 
                                        30 September   30 September   to 31 March 
                                                2019           2018          2019 
                                             GBP'000        GBP'000       GBP'000 
 
Charge relating to issue of new 
 MES                                               -            273             - 
Charge relating to previously issued 
 MES                                               -             79             - 
Charge related to revaluation of 
 the liability for cash settled 
 share awards                                  2,937          5,164        11,792 
Total                                          2,937          5,516        11,792 
                                       =============  =============  ============ 
 

The charge related to the issue of new MES recorded in the accounts of SIML was GBP319,000 (30 September 2018: GBP355,000).

Amounts recognised in the Consolidated Statement of Financial Position, representing the carrying amount of liabilities arising from share based payments transactions, are shown below:

 
                                         Unaudited      Unaudited 
                                        six months     six months 
                                                to             to  Audited year 
                                      30 September   30 September   to 31 March 
                                              2019           2018          2019 
                                           GBP'000        GBP'000       GBP'000 
 
Share based payments - current               7,502          1,343         6,351 
Share based payments - non-current           6,716          9,475        10,834 
Total                                       14,218         10,818        17,185 
                                     =============  =============  ============ 
 

When a participant elects to realise vested MES by sale of the MES to the Company, half of the proceeds (net of anticipated taxes) will be settled in shares of the Company, with the balance settled in cash.

The fair value of MES is established via external valuation as set out in note 2 of the Annual Report and Accounts. Vesting is subject only to the condition that employees must remain in employment at the vesting date. Each MES is entitled to share equally in value attributable to the Holding Company above the applicable base line value, provided that the applicable hurdle value of 15% or 30% growth in the value of the Holding Company above the base line value at the date of award has been achieved.

The fair value of awards made in the period ended 30 September 2019 was GBP260,000 (September 2018: GBP1,260,000, March 2019: GBP1,520,000).

The number of MES outstanding are shown below:

 
                                          Unaudited      Unaudited 
                                         six months     six months 
                                                 to             to  Audited year 
                                       30 September   30 September   to 31 March 
                                               2019           2018          2019 
 
Outstanding at start of the period       36,784,147     27,664,909    27,664,909 
Issued                                    9,559,389      9,075,343    12,607,898 
Cancelled                                         -       (54,727)   (3,488,660) 
Realised                                (4,145,365)      (163,991)             - 
                                      -------------  -------------  ------------ 
Outstanding at end of the period         42,198,171     36,521,534    36,784,147 
                                      =============  =============  ============ 
Weighted average remaining unvested 
 life of outstanding MES, years                2.23           2.62          2.24 
Vested MES at the end of the period      12,459,727      7,230,521    14,798,030 
Realisable MES at the end of the 
 period                                     248,528      1,807,630     3,900,433 
 

If all MES were realised at the share price of GBP2.21 as at 30 September 2019, the number of shares issued in the Company would increase by 8,525,594 (September 2018: 8,548,792, March 2019: 10,046,397). The undiluted per share value of net assets attributable to holders of Ordinary Shares would fall from GBP2.01 to GBP1.99 if these shares were issued.

9. SHARE CAPITAL

9.a Authorised share capital

The Company is authorised to issue an unlimited number of shares, which may or may not have a par value. The Company is a closed-ended investment company with an unlimited life.

As the Company's shares have no par value, the share price consists solely of share premium and the amounts received for issued shares are recorded in the share capital in accordance with The Companies (Guernsey) Law, 2008.

 
                                          Unaudited      Unaudited     Audited 
                                           Ordinary       Ordinary    Ordinary 
                                          Shares at      Shares at   Shares at 
                                       30 September   30 September    31 March 
                                               2019           2018        2019 
                                            GBP'000        GBP'000     GBP'000 
Ordinary share capital 
Balance at the start of the period          766,037        763,016     763,016 
Scrip dividend shares issued during 
 the period                                   1,962          3,021       3,021 
Balance at the end of the period            767,999        766,037     766,037 
                                      =============  =============  ========== 
 
 
                                          Unaudited      Unaudited      Audited 
                                           Ordinary       Ordinary     Ordinary 
                                          Shares at      Shares at    Shares at 
                                       30 September   30 September     31 March 
                                               2019           2018         2019 
                                             Shares         Shares       Shares 
Ordinary share capital 
Balance at the start of period          661,222,309    659,952,090  659,952,090 
Scrip dividend shares issued during 
 the period                                 860,090      1,249,383    1,249,383 
Share based payment shares issued 
 during the period                        1,583,138         20,836       20,836 
Balance at the end of the period        663,665,537    661,222,309  661,222,309 
                                      =============  =============  =========== 
 

During the period GBP1,961,865 (860,090 Ordinary Shares) in new Ordinary Shares were issued at a price of 228.1p as a result of the 2019 scrip dividend.

In August 2018, GBP3,021,008 (1,249,383 Ordinary Shares) in new Ordinary Shares were issued at a price of 241.8p as a result of the 2018 scrip dividend.

The Company has issued one Deferred Share to The Syncona Foundation for GBP1.

9.b Capital reserves

Gains and losses recorded on the realisation of investments, realised exchange differences, unrealised gains and losses recorded on the revaluation of investments held at the period end and unrealised exchange differences of a capital nature are transferred to capital reserves.

9.c Earnings per share

The calculations for the earnings per share attributable to the Ordinary Shares of the Company are based on the following data:

 
                                               Unaudited       Unaudited 
                                              six months      six months 
                                                      to              to    Audited year 
                                            30 September    30 September     to 31 March 
                                                    2019            2018            2019 
 
Earnings for the purposes of earnings 
 per share                              GBP(105,180,000)  GBP350,247,751  GBP411,262,000 
 
Basic weighted average number of 
 shares                                      662,645,208     660,759,419     660,759,419 
Basic revenue earnings per share                   2.38p           1.51p            1.0p 
Basic capital earnings per share                (18.25)p          51.50p           61.2p 
Basic earnings per share                        (15.87)p          53.01p           62.2p 
 
Diluted weighted average number 
 of shares                                   671,170,802     669,308,211     670,805,816 
Diluted revenue earnings per shares                2.35p           1.49p            1.0p 
Diluted capital earnings per share              (18.02)p          50.84p           60.3p 
Diluted earnings per share                      (15.67)p          52.33p           61.3p 
 

9.d NAV per share

 
                                        Unaudited         Unaudited        Audited 31 
                                     30 September      30 September             March 
                                             2019              2018              2019 
 
Net assets for the purposes of 
 NAV per share                   GBP1,336,802,000  GBP1,393,979,882  GBP1,455,112,953 
Ordinary Shares in issue              663,665,537       661,222,309       661,222,309 
NAV per share                             201.43p           210.80p            220.1p 
Diluted number of shares              672,191,131       669,771,101       671,268,706 
Diluted NAV per share                     198.87p           208.13p            216.8p 
 

10. DISTRIBUTION TO SHAREHOLDERS

The Company may pay a dividend at the discretion of the Board.

During the period ended 30 September 2019, the Company declared and paid a dividend of 2.3p per share amounting to GBP15,208,113 (September 2018: GBP15,178,477) relating to the year ended March 2019 (March 2018). The dividend was comprised of GBP13,246,248 cash (September 2018: GBP12,157,469) and a scrip dividend of GBP1,961,865 (September 2018: GBP3,021,008). The Directors believe that it is no longer appropriate for the Group to pay a dividend.

11. RELATED PARTY TRANSACTIONS

The Group has various related parties: life sciences investments held by the Holding Company, the Investment Manager, the Company's Directors and The Syncona Foundation.

Life science investments

The Group makes equity investments in some life science investments where it retains control. The Group has taken advantage of the investment entity exception as permitted by IFRS 10 and has not consolidated these investments, but does consider them to be related parties. The total amounts included for investments where the Group has control are set out below:

 
                               Unaudited      Unaudited 
                              six months     six months 
                                      to             to  Audited year 
                            30 September   30 September   to 31 March 
                                    2019           2018          2019 
                                 GBP'000        GBP'000       GBP'000 
 
Investments with control         275,245        360,257       420,949 
                           =============  =============  ============ 
 

The Group makes other equity investments where it does not have control but may have significant influence through its ability to participate in the financial and operating policies of these companies, therefore the Group considers them to be related parties. The total amounts included for investments where the Group has significant influence are set out below:

 
                                             Unaudited      Unaudited 
                                            six months     six months 
                                                    to             to  Audited year 
                                          30 September   30 September   to 31 March 
                                                  2019           2018          2019 
                                               GBP'000        GBP'000       GBP'000 
 
Investments with significant influence         161,159        536,924       593,745 
                                         =============  =============  ============ 
 

Investment Manager

For the period ended 30 September 2019 SIML was entitled to receive an annual fee of up to 1.10% (September 2018: 1.10%, March 2019: 1.10%) of the Company's NAV per annum.

 
                           Unaudited      Unaudited 
                          six months     six months 
                                  to             to  Audited year 
                        30 September   30 September   to 31 March 
                                2019           2018          2019 
                             GBP'000        GBP'000       GBP'000 
 
Amounts paid to SIML           4,170          3,808         8,923 
                       =============  =============  ============ 
 

During the period, SIML received fees from portfolio companies of GBP188,000 (September 2018: GBP221,000, March 2019 GBP478,522).

Company Directors

At the period end the Company had eight Directors, all of whom served in a Non-Executive capacity. The Directors Jeremy Tigue, Nicholas Moss and Rob Hutchinson also serve as Directors of the General Partner.

Nigel Keen is Chairman of the Investment Manager and receives a fee of GBP128,388 per annum, payable by the Investment Manager, in respect of his services to the Investment Manager.

Melanie Gee was appointed as Non-Executive Director with effect from 4 June 2019.

Directors' fees for period ended 30 September 2019, including outstanding Directors' fees at the end of the period, are set out below:

 
                                     Unaudited      Unaudited 
                                    six months     six months 
                                            to             to  Audited year 
                                  30 September   30 September   to 31 March 
                                          2019           2018          2019 
                                       GBP'000        GBP'000       GBP'000 
 
Directors' fees for the period             191            178           355 
                                 =============  =============  ============ 
Payable at end of period                     -              -           125 
                                 =============  =============  ============ 
 

The Syncona Foundation

Charitable donations are made by the Group to The Syncona Foundation. The Syncona Foundation was incorporated in England and Wales on 17 May 2012 as a private company limited by guarantee, with exclusively charitable purposes and holds the Deferred Share in the Company. The amount donated to The Syncona Foundation during the period ended 30 September 2019 was GBP2,375,804 (September 2018: GBP2,375,804, March 2019: GBP2,375,804).

12. FAIR VALUE MEASUREMENT

IFRS 13 "Fair value measurement" requires the Group to establish a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are set as follows:

   --      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) or other market corroborated inputs; and

-- Level 3 Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes "observable" requires significant judgement by the Group. The Group considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market.

The following table presents the Group's financial assets and liabilities by level within the valuation hierarchy as at 30 September 2019, 30 September 2018 and 31 March 2019:

 
30 September 2019                Level 1  Level 2    Level 3      Total 
Assets (unaudited)               GBP'000  GBP'000    GBP'000    GBP'000 
 
Financial assets at fair value 
 through profit or loss: 
The Holding Company                    -        -    975,382    975,382 
The Partnership                        -        -    372,121    372,121 
Total assets                           -        -  1,347,503  1,347,503 
                                 =======  =======  =========  ========= 
 
 
30 September 2018                Level 1  Level 2    Level 3      Total 
Assets (unaudited)               GBP'000  GBP'000    GBP'000    GBP'000 
 
Financial assets at fair value 
 through profit or loss: 
The Holding Company                    -        -    896,128    896,128 
The Partnership                        -        -    509,711    509,711 
Total assets                           -        -  1,405,839  1,405,839 
                                 =======  =======  =========  ========= 
 
 
31 March 2019                    Level 1  Level 2    Level 3      Total 
Assets (audited)                 GBP'000  GBP'000    GBP'000    GBP'000 
 
Financial assets at fair value 
 through profit or loss: 
The Holding Company                    -        -  1,048,250  1,048,250 
The Partnership                        -        -    421,828    421,828 
Total assets                           -        -  1,470,078  1,470,078 
                                 =======  =======  =========  ========= 
 

The following table presents the Holding Company's investments by level within the valuation hierarchy as at 30 September 2019, 30 September 2018 and 31 March 2019:

 
Asset type    Level         30         30       31      Valuation                                     Significant              Impact on 
                     September  September    March      technique                                    unobservable              valuation 
                          2019       2018     2019                                                         inputs                GBP'000 
                       GBP'000    GBP'000  GBP'000 
Listed          1      149,289    542,547  591,493       Publicly                                             n/a                    n/a 
investment                                              available 
                                                            share 
                                                            price 
                                                       at balance 
                                                            sheet 
                                                             date 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
Forward         2            -          -  (2,488)       Publicly                                             n/a                    n/a 
contracts                                               available 
                                                         exchange 
                                                            rates 
                                                               at 
                                                          balance 
                                                            sheet 
                                                             date 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
                                                                                            The main unobservable 
                                                                                                         input is 
                                                                                                  the variance in 
                                                                                                 the price of the 
                                                                                                             last 
                                                                                                    funding round 
                                                                                                 due to a lack of 
                                                                                                               an 
                                                       Calibrated                                   active market 
                                                            price                             for the investment. 
Price of                                                       of                              A reasonable shift 
 latest                                                    latest                               in the Fair Value 
 funding                                                  funding                               of the investment 
 round(1)       3      288,998    132,152  160,719          round                                would be +/-10%.          +/- GBP28,899 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
Syncona         3        4,173      2,827    4,051     Net assets                                               -                      - 
Group                                                  of Syncona 
companies                                                   Group 
                                                        Companies 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
                                                                                              Unobservable inputs 
                                                                                                          include 
                                                                                          management's assessment 
                                                                                                           of the 
                                                                                                   performance of 
                                                                                            the investee company, 
                                                                                                   uplift in Fair 
                                                                                           Value and calculations 
                                                                                                               of 
                                                                                                 any impairments. 
                                                           Future                                        The main 
                                                         earnings                             unobservable inputs 
                                                       potential,                                            are: 
                                                         discount                                   Discount rate 
                                                         for lack                               with a reasonable 
Investments                                                    of                                  possible shift 
 valued on                                          marketability                                of +/-2% Revenue 
 discounted                                              and time                                            with 
 cash flow                                                  value                           a reasonable possible 
 forecasts      3            -    231,644  267,470       of money                                shift of +/-10%.                    n/a 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
                                                                                            The main unobservable 
                                                                                                         input is 
                                                                                                  the variance in 
                                                                                                 the price of the 
                                                                                                             last 
                                                                                                    funding round 
                                                                                                 due to a lack of 
                                                       Calibrated                                              an 
                                                            price                                   active market 
                                                               of                             for the investment. 
                                                           latest                                               A 
Adjusted                                                  funding                                reasonable shift 
 price                                                      round                               in the Fair Value 
 of latest                                               adjusted                                              of 
 funding                                                       by                                  the investment 
 round(2)       3        3,968      6,486    3,968     management                                would be +/-10%.             +/- GBP397 
              -----  ---------  ---------  -------  -------------  ----------------------------------------------  --------------------- 
 

(1) Valuation made by reference to price of recent funding round unadjusted following adequate consideration of current facts and circumstances.

(2) Valuation made by reference to price of recent funding round adjusted following adequate consideration of current facts and circumstances.

During the period, there were no movements from Level 1 to Level 2 (September 2018: nil, March 2019: nil)

The following table presents the movements in Level 3 investments of the Holding Company for the period ended 30 September 2019:

 
                                                                     Unaudited         Unaudited    Audited 
                                      Life                          six months        six months    year to 
                                   science           Syncona   to 30 September   to 30 September   31 March 
                               investments   Group companies              2019              2018       2019 
                                   GBP'000           GBP'000           GBP'000           GBP'000    GBP'000 
 
Opening balance                    416,700             4,051           420,751           244,277    254,884 
Transfer to Level 3                 21,970                 -            21,970             9,853      4,177 
Purchases                           97,814               352            98,166            59,871     71,777 
Sales                            (336,932)              (33)         (336,965)                 -          - 
Gains/(losses) on financial 
 assets at fair value 
 through profit or loss             93,414             (197)            93,217            41,064     89,913 
                              ------------  ----------------  ----------------  ----------------  --------- 
Closing balance                    292,966             4,173           297,139           355,065    420,751 
                              ============  ================  ================  ================  ========= 
 

The net gain for the period included in the Consolidated Statement of Comprehensive Income in respect of Level 3 investments of the Holding Company held at the period end amounted to GBP93,216,803 (September 2018: GBP41,064,418 gain, March 2019: GBP89,913,000 gain).

The following table presents the Partnership's investments by level within the valuation hierarchy as at 30 September 2019, 30 September 2018 and 31 March 2019:

 
              Level         30         30       31       Valuation                                  Significant            Impact on 
                     September  September    March       technique                                 unobservable            valuation 
                          2019       2018     2019                                                       inputs              GBP'000 
                       GBP'000    GBP'000  GBP'000 
Listed          1      247,110    102,685        -        Publicly                                          n/a                  n/a 
investments                                              available 
                                                             share 
                                                             price 
                                                        at balance 
                                                             sheet 
                                                              date 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
Listed          2            -      4,381        -        Publicly                                          n/a                  n/a 
investments                                              available 
                                                             share 
                                                             price 
                                                        at balance 
                                                             sheet 
                                                              date 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
Forward         2        1,820        933    1,908        Publicly                                          n/a                  n/a 
contracts                                                available 
                                                          exchange 
                                                             rates 
                                                        at balance 
                                                             sheet 
                                                              date 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
Unlisted        2       53,573    242,506  152,805       Valuation                                          n/a                  n/a 
fund                                                      produced 
investments                                                by fund 
                                                    administrator. 
                                                            Inputs 
                                                              into 
                                                              fund 
                                                        components 
                                                          are from 
                                                        observable 
                                                            inputs 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
UK treasury     2      479,678          -        -        Publicly                                          n/a                  n/a 
 bills                                                   available 
                                                             price 
                                                        at balance 
                                                             sheet 
                                                              date 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
                                                                                          The main unobservable 
                                                                                                          input 
                                                                                         include the assessment 
                                                                                                         of the 
                                                                                                 performance of 
                                                                                                 the underlying 
                                                                                               fund by the fund 
                                                                                                 administrator. 
                                                                                          A reasonable possible 
                                                         Valuation                                 shift in the 
Long-term                                                 produced                                Fair Value of 
 unlisted                                                  by fund                              the instruments 
 investments    3       50,612     55,732   49,057   administrator                             would be +/-10%.         +/- GBP5,061 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
                                                                                            Unobservable inputs 
                                                                                                    include the 
                                                                                                 fund manager's 
                                                                                              assessment of the 
                                                                                                performance and 
                                                                                               potential of the 
                                                                                             underlying assets, 
                                                                                                     changes in 
                                                                                               market value and 
                                                                                               any calculations 
                                                                                                 of impairment. 
                                                                                                   A reasonable 
                                                          Adjusted                               possible shift 
                                                         valuation                            in the Fair Value 
                                                          produced                                           of 
CRT Pioneer                                                by fund                              the instruments 
 Fund           3       39,089     32,839   34,311   administrator                             would be +/-10%.         +/- GBP3,909 
              -----  ---------  ---------  -------  --------------  -------------------------------------------  ------------------- 
 

During the period ending 30 September 2019, there were no movements from Level 1 to Level 2 (September 2018: GBP4,380,623 transferring from Level 1 to Level 2, March 2019: GBP3,968,218 transferring from Level 1 to Level 2).

Assets classified as Level 2 investments are underlying funds fair-valued using the latest available NAV of each fund as reported by each fund's administrator, which are redeemable by the Group subject to necessary notice being given. Included within the Level 2 investments above are investments where the redemption notice period is greater than 90 days. Such investments have been classified as Level 2 because their value is based on observable inputs.

Assets classified as Level 3 investments are underlying Limited Partnerships which are not traded or available for redemption. The fair value of these assets is derived from quarterly statements provided by each Limited Partnership's administrator. The Group does not have transparency over the inputs of this valuation.

The following table presents the movements in Level 3 investments of the Partnership for the six months to 30 September 2019, the six months to 30 September 2018 and the year to 31 March 2019:

 
                                                        Unaudited      Unaudited 
                                                       six months     six months    Audited 
                                           Capital             to             to    year to 
                          CRT Pioneer         pool   30 September   30 September   31 March 
                                 Fund   investment           2019           2018       2019 
                              GBP'000      GBP'000        GBP'000        GBP'000    GBP'000 
 
Opening balance                34,311       49,057         83,368         86,325     86,325 
Purchases                       4,778          684          5,462          2,950      4,632 
Return of capital               (147)      (6,588)        (6,735)        (6,268)   (12,313) 
Gains on financial 
 assets at fair value 
 through profit or loss           147        7,459          7,606          5,564      4,724 
Closing balance                39,089       50,612         89,701         88,571     83,368 
                          ===========  ===========  =============  =============  ========= 
 

The net gain for the period included in the Consolidated Statement of Comprehensive Income in respect of Level 3 investments of the Partnership held at the period end amounted to GBP7,606,688 (September 2018: GBP5,564,287 gain, March 2019: GBP4,473,997 gain).

13. COMMITMENTS AND CONTINGENCIES

The Group had the following commitments as at 30 September 2019, 30 September 2018 and 31 March 2019:

 
                                         Unaudited      Unaudited 
                                        six months     six months 
                                                to             to  Audited year 
                                      30 September   30 September   to 31 March 
                                              2019           2018          2019 
                                           GBP'000        GBP'000       GBP'000 
Life science portfolio 
Milestone payments to life science 
 companies                                 114,318         75,161       101,738 
CRT Pioneer Fund                            10,137         16,387        14,915 
 
Capital pool investment                      4,952          5,618         4,924 
                                                    -------------  ------------ 
Total                                      129,407         97,166       121,577 
                                     =============  =============  ============ 
 

There were no contingent liabilities as at 30 September 2019 (September 2018: nil, March 2019: nil). The commitments are expected to fall due in the next 24 months.

14. SUBSEQUENT EVENTS

These Condensed Consolidated Financial Statements were approved for issuance by the Board on 20 November 2019. Post period end Syncona has committed GBP29.5 million to Azeria Therapeutics Limited of which GBP6.5 million has been invested.

SYNCONA LIMITED

GLOSSARY

 
Company                    Syncona Limited 
 
CRT Pioneer Fund           The Cancer Research Technologies Pioneer 
                            Fund LP. The CRT Pioneer Fund is managed 
                            by Sixth Element Capital and invests in 
                            oncology focused assets. 
 
Capital pool/Capital       Pool of Capital pool investments plus cash 
 base                       plus other net assets. 
 
General Partner            Syncona GP Limited. 
 
Group                      Syncona Limited and Syncona GP Limited are 
                            collectively referred to as the "Group". 
 
Holding Company            Syncona Holdings Limited. 
 
Investment Manager         Syncona Investment Management Limited is 
                            the Alternative Fund Investment Manager. 
 
IRR                        Internal Rate of Return. 
 
Life Science Portfolio     The underlying investments whose activities 
                            focus on developing products to deliver 
                            transformational treatments to patients. 
 Life Science Portfolio 
 Return                     Time Weighted Rate of Return on the Life 
                            Science Portfolio 
 
MES                        Management Equity Shares. 
 
NAV                        Net Asset Value. 
 
 NAV Total Return           Time Weighted Rate of Return on the NAV 
 
Ongoing charges ratio      Expenses from all Syncona Group Companies 
                            in addition to the expenses in the Group's 
                            Consolidated Statement of Comprehensive 
                            Income, divided by average NAV for the year. 
                            It includes a charge of GBP2.9m associated 
                            with the Syncona Long-Term Incentive Plan. 
 
Partnership                Syncona Investments LP Incorporated. 
 
Return                     Time Weighted Rate of Return is the method 
                            used for return calculations. 
 
SIML                       Syncona Investment Management Limited. 
 
Syncona Group Companies    The Company and its subsidiaries other than 
                            its portfolio companies. 
 
EBITDA                     Earnings before interest, tax, depreciation 
                            and amortization. 
 
Company                    Syncona Limited. 
 
ICR                        The Institute of Cancer Research. 
 
rDCF                       Risk Adjusted Discounted Cash Flow. 
 
The Syncona Foundation     The Foundation distributes funds to a range 
                            of charities, principally those involved 
                            in the areas of life science and health 
                            care. 
 

[1] Fully diluted, please refer to Note 9d in the financial statements

[2] Refer to the glossary

[3] Time weighted return, refer to glossary

[4] Equivalent to ROCE

[5] Including the GBP14.2m distribution in 2019 financial year, Syncona Partners original cost.

[6] Equivalent to ROCE

[7] Syncona Partners original cost.

[8] Refer to glossary

[9] See footnote 1

[10] See footnote 2

[11] Syncona Partners cost

[12] Syncona Partners cost

[13] https://www.ncbi.nlm.nih.gov/pmc/articles/PMC4453676/pdf/bjc2015127a.pdf

[14] 61 per cent on a direct basis, both percentages reflect full current commitments.

[15] In the US and EU5; https://autolus.gcs-web.com/static-files/ff93c33a-dca2-4b30-88c2-b19bcd21a211

[16] https://autolus.gcs-web.com/static-files/80148164-43cb-412f-9483-93cedecd6c5e

[17] http://www.fabry.org/fsig.nsf/pages/fabry

[18] Time weighted return, refer to glossary

[19] Refer to footnote 1

[20] Refer to footnote 2

[21]By value

[22] Refer to the glossary

[23] The ongoing charges ratio includes expenses from all Syncona Group Companies in addition to the expenses in the Group's consolidated statement of comprehensive income, divided by average NAV for the year. It excludes a charge of GBP2.9 million associated with the Syncona Long-Term Incentive Plan.

[24] For the purposes of fair value, cost is equivalent to calibrated cost. Please refer to the Valuation Policy in the Supplementary Information section of this RNS for further information

[25] Syncona investment team analysis of lead programmes in this area, indicative only

[26] Syncona investment team analysis of key risks facing the companies; the companies are subject to other known and unknown risks, uncertainties and other factors

[27] Source: Autolus - see Autolus corporate presentation November 2019 https://autolus.gcs-web.com/static-files/cd8dc1d9-6a7b-496d-933f-1a3b0bfbd56a Autolus' addressable population projected at 3,000 patients US & EU5

[28] Autolus: see Autolus corporate presentation November 2019 https://autolus.gcs-web.com/static-files/cd8dc1d9-6a7b-496d-933f-1a3b0bfbd56a

[29] Cytokine Release Syndrome

[30] Source: Autolus: see Autolus corporate presentation November 2019 https://autolus.gcs-web.com/static-files/cd8dc1d9-6a7b-496d-933f-1a3b0bfbd56a

[31] https://www.gilead.com/science-and-medicine/pipeline

[32] Source: Freeline analysis of prevalence in US and EU5. Analysis is based on World Federation of Haemophilia Global Annual Survey 2017 http://www1.wfh.org/publications/files/pdf-1714.pdf and National Haemophilia Foundation; CDC.

[33] https://sparktx.com/scientific-platform-programs/

[34] http://www.uniqure.com/gene-therapy/hemophilia.php

[35] Source: Gyroscope estimate. Age related macular degeneration, of which one type is dry AMD, is estimated to affect 195.6 million people globally (https://www.who.int/publications-detail/world-report-on-vision). Gyroscope's estimated is that there is a population of 2 million people in the US & EU5 with geographic atrophy, which is late stage dry AMD.

[36] Source: World Health Organisation: https://www.who.int/blindness/causes/priority/en/index7.html

[37] https://www.apellis.com/focus-pipeline.html

[38] https://www.geminitherapeutics.com/approach-progress/

[39] https://www.hemerabiosciences.com/clinical-trials/

[40] Source: Achilles calculation of US and UK prevalence. 275, 000 new cases in US and UK, of which 85% are estimated to be NSCLC. US - 228, 150 https://seer.cancer.gov/statfacts/html/lungb.html; UK - 47,235 https://www.cancerresearchuk.org/health-professional/cancer-statistics/statistics-by-cancer-type/lung-cancer/incidence

[41] Source: American Cancer Society https://www.cancer.org/cancer/small-cell-lung-cancer/about/key-statistics.html

[42] Source: American Cancer Society https://www.cancer.org/cancer/lung-cancer/about/key-statistics.html

[43] Source: Rosenberg et al 2011 https://www.ncbi.nlm.nih.gov/pmc/articles/PMC3131487/pdf/nihms286994.pdf

[44] https://www.iovance.com/clinical/pipeline/

[45] https://neontherapeutics.com/product-pipeline/

[46] https://gritstoneoncology.com/our-pipeline/

[47] See for example existing approved product Zolgensma for spinal muscular atrophy https://www.zolgensma.com/

[48] https://www.voyagertherapeutics.com/our-approach-programs/gene-therapy/

[49] http://uniqure.com/gene-therapy/huntingtons-disease.php

[50] http://ir.amicusrx.com/news-releases/news-release-details/amicus-therapeutics-acquires-gene-therapy-portfolio-ten-clinical

[51] https://www.prevailtherapeutics.com/

[52] http://ir.ptcbio.com/news-releases/news-release-details/ptc-therapeutics-announces-strategic-gene-therapy-licensing

[53] https://www.ema.europa.eu/en/documents/scientific-guideline/guideline-clinical-investigation-immunosuppressants-solid-organ-transplantation_en.pdf

[54] http://www.autoimmuneregistry.org/autoimmune-statistics

[55] https://investor.sangamo.com/news-releases/news-release-details/sangamo-and-txcell-announce-completion-acquisition-sangamo

[56] https://www.cancernetwork.com/renal-cell-carcinoma/managing-toxicities-high-dose-interleukin-2

[57] https://www.ncbi.nlm.nih.gov/pmc/articles/PMC4938354/

[58] https://www.nektar.com/pipeline/rd-pipeline/nktr-214

[59] https://www.roche.com/research_and_development/who_we_are_how_we_work/pipeline.htm: RG7835

[60] https://investor.alkermes.com/news-releases/news-release-details/alkermes-announces-clinical-collaboration-fred-hutchinson-cancer

[61] https://synthorx.com/therapeutics/

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

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