Final Results

Intl. Biotechnology Trust PLC 27 November 2000 PART ONE For immediate release, 27 November 2000 INTERNATIONAL BIOTECHNOLOGY TRUST Unaudited Preliminary Results For the year ended 31 august 2000 Highlights * An increase of 404.8% in net assets to £349.3 million (1999: £69.2 million) * 484.8% rise in share price during the year, ranking the Company as No. 1 amongst its peers in the biotech sectors (based on one year performance) * Several successful realisations of portfolio companies, including SUGEN, Medarex and MorphoSys * Strong re-investment rate with nine new core investments and eight non-core investments * Since the year end, appointment of new investment adviser, Schroder Ventures Life Sciences, effective 8 November 2000 Jock Green-Armytage, Chairman, commented: 'The Board of the Company believes strongly in the potential of the biotechnology sector and the material investment opportunities it offers. It also believes that international stock markets are developing a more measured understanding of this potential, and of the risk/reward elements within the sector and that these factors will progressively reduce the historic levels of fluctuation in both market sentiment and share price movements. 'The Company's investment portfolio, both in respect of private equity investments and listed equities, remain strong. The Board was particularly impressed by the Schroder Venture Life Sciences team because of its depth of expertise in the biotechnology sector, its international experience and presence, and its successful investment track record and is confident that the team will position the Company strongly to take advantage of the continuing opportunities for growth within the sector.' For further information, please contact: International Biotechnology Trust plc 020 7658 3206 John Green-Armytage Schroder Ventures Life Sciences 020 7632 1037 Kate Bingham Schroder Ventures 020 7632 1050 Alice Todhunter Square Mile 020 7601 1060 David Simpson Statement by the Chairman, John Green -Armytage: A year ago your Company indicated that it was beginning to see signs of a return of confidence to the biotechnology sector. This view proved fully justified with international stock markets again adopting a very positive view of the sector, after the negative swing in sentiment over the preceding period. The fundamentals governing the biotechnology sector had changed little if at all during the downswing and the return of market confidence led to strong share price movements. In this context, the performance of your Company's investment portfolio was particularly strong. I am pleased to report that during the year your Company delivered an exceptional 484.8% rise in share price alongside a 382.2% rise in the diluted net asset value per share. This represents a narrowing of the discount - from 28.8% at the start of the year to 13.6% at 31 August 2000. Based on one year's share price performance to 31 August 2000, IBT was ranked no.1 amongst its peers in the biotechnology and healthcare fund sectors, in both UK investment and unit trusts (source: Reuters Hindsight), and was also ranked no.1 in the UK International Smaller Companies Investment Trust sector (source: AITC). TRUST PERFORMANCE SUMMARY OF IBT PERFORMANCE: 1 year 3 years 5 years Share price total return on £100 584.8 325.9 346.3 NAV total return on £100 482.2* 298.7 298.1 Source: The Association of Investment Trust Companies monthly information service for August 2000 * updated in accordance with audited NAV FINANCIAL PERFORMANCE COMPARISON* 1 year 3 years 5 years since inception May 1994 IBT's Equity Portfolio 671.8% 72.7% 41.5% 44.6% NASDAQ Biotechnology Index 139.7% 69.7% 42.4% 41.1% Bloomberg UK Biotechnology Index 92.7% 9.2% - - * annualised internal rates of return (sterling adjusted) The strong return of investor interest to the biotechnology sector earlier in the year co-incided with a period during which IBT's Managers were focused on maximising returns. Your Company divested successfully from selected holdings with substantial returns. Using some of the cash raised through divestments, IBT took the opportunity to make nine new core investments, of which six were in unlisted companies. In addition, IBT made eight non-core investments in the period. At 31 August 2000, the IBT portfolio stood at 23 core investments, with the ten largest holdings being as follows: Value Proportion of NAV as at £000 31 August 2000 Cell Therapeutics 43,405 12.4% Targeted Genetics 41,902 12.0% Ribozyme Pharmaceuticals 25,752 7.4% Onyx Pharmaceuticals 24,497 7.0% Corvas International 23,833 6.8% Angiotech Pharmaceuticals 21,859 6.3% OSI Pharmaceuticals 17,177 4.9% Biocompatibles International 12,860 3.7% Inflazyme Pharmaceuticals 8,959 2.6% Delsys Pharmaceuticals 6,873 2.0% Biotech Sector Overview The restoration of stock market confidence to the biotechnology sector was signalled in the latter part of 1999 with a number of successful Initial Public Offerings (IPOs) in the US. The revival of confidence in the potential of the sector was supplemented by a growing diversion of funds which had been flowing into the dot.com sector as technology investors looked to move capital into more attractive and more substantial areas. As a result, the biotechnology sector on both sides of the Atlantic has had its best year ever. Companies specialising in hot technologies - in particular genomics - or successfully developing novel therapeutics - such as monoclonal antibodies - were particularly favoured. During the first nine months of 2000, 70 new biotech companies were listed on stock exchanges in the US and Europe - with the US again leading Europe. The amounts of capital being raised at IPO have also increased dramatically. Previously companies typically raised £15-25 million; during this year, the average amount raised at IPO increased to around £60 million (source: BioWorld). This increase in the size of IPO fund-raisings has also been seen in other types of financing. Of the US$28.85 billion raised for biotech in the first nine months of 2000, US$2.98 billion was in VC fund raising, US$6.55 billion was in IPOs, US$5.66 billion in follow-on investments and US$13.66 billion in all other financings (source: BioCentury). The formation of new and innovative biotechnology companies continues apace on a global basis. In Europe, the biotech market has proceeded to both expand and mature, although there is significant variation between countries. Germany, in particular, has seen rapid growth of its fledgling industry and valuations have been driven upwards by the high demand for equity issues on the Neuer Markt. In the UK, by contrast, investors have remained cautious, favouring a select group of biotech companies, and the IPO market has remained somewhat subdued. Whilst a positive environment for biotech investment is obviously welcome, optimism must remain tempered by a realistic approach to this volatile sector. IBT continues to take a strategic view of the industry and its policy remains to hold investments in core holdings over the longer term in order to maximise returns. IBT's Activity As predicted in the last Annual Report, and as highlighted in the Interim Report as at 29 February 2000, the focus of activity during the period was directed initially at managing the IBT portfolio and realising gains from selected divestment opportunities. In the latter part of the financial year, IBT's former Managers invested a proportion of the divestment proceeds in value-generating companies of the future both to strengthen the portfolio and to diversify risk for shareholders. Seeking to maximise returns from shorter-term holdings, IBT made investments and divestments in a number of non-core larger cap holdings, capitalising on the strength in the sector and further enhancing the overall investment return. Investment activity During the period, IBT re-invested some of the cash generated from divestments by making significant new investments in nine companies - eight of these being since the half year, as well as by making follow-on investments in its existing portfolio companies. In February, IBT made a major new investment in OSI Pharmaceuticals, a US-based drug discovery company with a substantial pipeline of product opportunities for commercialisation with the pharmaceutical industry. IBT invested US$8.5 million (£5.3 million) in OSI as part of that company's US$56 million private placement. In March, investments were announced in Canadian-based AnorMED and German biotechnology company Axxima Pharmaceuticals. AnorMED discovers and develops therapeutic and diagnostic applications of metal complexes and metal binding compounds, with an emphasis on life threatening diseases and acute treatments. IBT invested CAN$4.0 million (£1.7 million) and, since that initial investment, has increased its holding. Axxima is developing proprietary drugs that are based on its revolutionary approach to generate a 'Signal Transduction Firewall' against pathogens. IBT invested DM3.5 million (£1.1 million) as part of a DM20 million financing round. In April, IBT invested US$10 million (£6.3 million) in US-based Delsys Pharmaceuticals, a drug manufacturing and delivery company. The company's Accudep technology aims to reduce time to market for orally delivered drugs and bring improvements in product quality and safety. IBT was the lead investor in the US$26 million private placement of preferred stock. In May, IBT invested US$3 million (£2.0 million) in eBioinformatics, a leading bioinformatics Application Services Provider (ASP). eBioinformatics is the first ASP to focus on providing bioinformatics services to the academic and commercial biotechnology communities. Bioinformatics, the use of computers to analyse biotechnological data, is now a key element of both basic scientific research and new drug development. eBioinformatics enables any researcher to take advantage of state-of-the-art bioinformatics resources over the Internet, using a unique, low-cost, pay-as-you-go access model. Also in May, IBT invested CAN$3.9 million (£1.7 million) in another Canadian-based company, ImmGenics Pharmaceuticals, which has developed a proprietary technology that can increase both the effectiveness and speed of antibody product discovery efforts. Specifically, ImmGenics' technology dramatically increases the number of antibodies that can be screened for any target. In June, IBT invested CAN$12.0 million (£5.4 million) in an unbrokered Private Placement in Vancouver-based Inflazyme Pharmaceuticals, a biopharmaceutical company with a strong portfolio of anti-inflammatory products. Inflazyme focuses on the discovery, development and commercialisation of therapies to treat serious inflammatory diseases including asthma, rheumatoid arthritis, psoriasis and inflammatory bowel disease. To date, Inflazyme's drug discovery efforts have led to the discovery of three novel series of compounds, which are being developed as new therapies to treat serious inflammatory diseases. Also in June, IBT invested US$7.5 million (£5.0 million) in ValiGen. IBT was the lead investor as part of a US$25 million private round financing. ValiGen was established through the recent merger of ValiGene (Paris, France) and Kimeragen (Newtown, Pennsylvania, USA) creating a transatlantic life sciences company. ValiGen's integrated portfolio of bioinformatics, genomics and chimeraplast technologies enables the identification and validation of novel targets for both pharmaceutical and agricultural products. The company has the potential to be a strong transatlantic player in the functional genomics arena with a competitive technology platform and a foothold in both European and US markets. Finally, in July, IBT invested US$5.0 million (£3.3 million) in Sunesis Pharmaceuticals, a privately owned biopharmaceutical company, as part of a $60 million private round equity financing. Sunesis has a novel, proprietary technology platform capable of developing high affinity small molecules for pharmaceutically relevant drug targets extremely rapidly. This technology platform is particularly suited to developing drugs that antagonise protein-protein interactions or enzyme activities. Follow-on investments in existing portfolio companies during the period included: £1.2 million in Onyx Pharmaceuticals, £250,000 in CeNeS Pharmaceuticals, £220,000 in GelTex Pharmaceuticals, £1.0 million in Biocompatibles and £1.9 million in Targeted Genetics. IBT also exercised its warrants in Corvas International. During the period, IBT invested a total of £17.8 million in eight new non-core investments: Alza, Amgen, Biogen, Boston Scientific, Chiron, Genzyme General Division, Sequenom, and Serono. Portfolio developments M&A developments As a result of the continued proliferation of companies in the sector, consolidation has become one of the key development strategies in the biotechnology industry. A number of the companies in which IBT has invested were actively involved in making acquisitions during the year. In December 1999, Vanguard Medica Group acquired Cerebrus Pharmaceuticals, a UK-based unquoted emerging pharmaceutical company, specialising in the discovery and development of novel therapeutics for disabling and life threatening disorders of the central nervous system. In May of this year, Vanguard Medica changed its name to Vernalis Group. In March 2000, Biocompatibles announced that it had agreed to acquire Hydron Limited, a contact lens company based in Farnborough, UK, for a consideration of approximately £38 million. This was funded with the proceeds of a placing of new Biocompatibles ordinary shares to raise £31 million and £7 million from Biocompatibles' existing cash resources. Core Group plc merged with CeNeS Pharmaceuticals in November 1999. Subsequently, in May 2000, CeNeS Pharmaceuticals announced that it had signed a definitive merger agreement under which the Company conditionally agreed to acquire Cambridge Neuroscience, a NASDAQ-listed neuroscience company based in Cambridge, Massachusetts. In July, ValiGen announced the acquisition of Berlin-based INFOGEN Medizinische Genetik. INFOGEN provides genetic risk assessment and disease management solutions using one of the largest databases of phenotypic profiles and genetic variants developed to date, primarily in the field of cardiovascular disease. Under the terms of the agreement, ValiGen acquired all the outstanding common stock of INFOGEN through a share exchange. In August, Targeted Genetics Corporation announced the signing of a definitive merger agreement for the acquisition of Genovo, a privately held gene therapy company based in Sharon Hill, Pennsylvania, USA. Genovo has important intellectual property and expertise in the area of AAV vector development, particularly related to rapid vector production of multiple product candidates. Targeted Genetics issued 6.63 million shares of common stock to make the acquisition. Product development update Significant product development milestones were achieved by several companies in the IBT portfolio during the year. In November 1999, Biocompatibles received CE Mark certification for its BiodivYsio drug delivery stent, which has a modified proprietary phosphorylcholine coating, approving it for marketing in Europe. CeNeS Pharmaceuticals announced that the UK Medicines Control Agency (MCA) has granted product licences for all four strengths of Moraxen for the short-term management of severe cancer pain. Moraxen is the first product from CeNeS's portfolio to reach the market and is also one of the first products to have been developed from concept to market by a UK-based biopharmaceutical company. OSI Pharmaceuticals announced in June that it had gained full development and marketing rights for Pfizer's anti-cancer compound, CP-358,774 (OSI-774), as a result of Pfizer's merger with Warner-Lambert. The compound is the most advanced clinical development candidate arising from the OSI/Pfizer alliance and is currently in Phase II trials. Onyx Pharmaceuticals announced the initiation of Phase III clinical trials of CI-1042 (ONYX-015) in the treatment of recurrent head and neck cancer. Results from several clinical and preclinical research studies exploring CI-1042 demonstrated activity in combination with standard chemotherapy against head and neck tumours when administered intratumorally. In July, Vernalis Group announced that it has been advised by the medicines regulatory agency of France that the Marketing Authorisation Application (MAA) for its new migraine treatment MIGARD_ (frovatriptan) had been approved subject to the completion of normal administrative formalities. This opens the way for MIGARD_ to enter the next phase of regulatory approval in other European Union markets using the Mutual Recognition Procedure. Divestment activity At the start of the period, IBT realised a significant return on its investment in SUGEN following its acquisition by Pharmacia & Upjohn in September 1999. The proceeds for IBT's holding were some US$22.8 million, representing a 194% increase in the value of IBT's investment in SUGEN. IBT then exited Pharmacia & Upjohn at a value of US$26.1 million (£16.1 million), which represented a further capital gain of 14.5%, and an IRR over the five years of 36% per annum. In March, IBT completed divestments of its holdings in the antibody companies, Medarex and MorphoSys, listed on the NASDAQ and Neuer Markt exchanges respectively, which realised significant returns on the value of IBT's investments of 915% and 1,469% respectively. These represented IRRs of 73% and 185% per annum. IBT had invested £3.2 million as the lead investor in a placing of Medarex shares in November 1995 and £2.8 million as the lead investor in a private placement for MorphoSys in July 1997. The total cash received into IBT from these divestments was £76.2 million. In April, IBT completed its divestment of Cubist Pharmaceuticals, returning an additional £19.5 million to IBT with an uplift in value of 346% and an annualised IRR of 84% on its original investment of £4.4 million. Divestments were also made from some or all of the core holdings in Biocompatibles, Cadus Pharmaceuticals, Corixa Corporation, Corvas International and GelTex Pharmaceuticals, and the non-core holding, Microcide Pharmaceuticals. On the basis of good performance, and in light of the Board's proposal to return capital to shareholders (see below), your Company divested completely from the eight new non-core investments made in the period realising a total of £23.6 million, a gain of £5.8 million, or 32.6% on cash invested. At 31 August, IBT held a total of £90.1 million in cash or money funds. Portfolio Events Subsequent to Reporting Period A number of significant events were announced by IBT's portfolio companies during September 2000. ImmGenics agreed to an acquisition by Abgenix, one of the world leaders in therapeutic antibody development. ImmGenics' breakthrough technology is expected to allow Abgenix to more rapidly select optimal product candidates. Based on the announced terms of the transaction, ImmGenics' value will have increased by approximately 200% since your Company made its investment in May. Abgenix has been a strong performer on NASDAQ over the past 12 months as a leading antibody company. Cell Therapeutics' lead product, TRISENOX (arsenic trioxide), was approved by the U.S. Food and Drug Administration (FDA) to treat patients with a severe form of leukemia whose disease has recurred or has failed to respond to standard therapy, and was granted orphan drug status in Europe. IBT took advantage of the consequent increase in liquidity and share price to divest part of its holding in Cell Therapeutics, realising £9.7 million in cash. Biocompatibles received notification from the FDA that the Pre-Market Approval (PMA) submission for the BiodivYsioTM stent was approvable. An approvable letter is an official communication from the FDA indicating that it is prepared to approve a device on finalisation of the labelling and satisfaction of any outstanding issues specified. Final approval of the BiodivYsioTM stent PMA will require review by the FDA of updated shelf life test data and of the final draft labelling and data summaries. Financial Performance As highlighted above, the period saw a substantial rise in IBT's share price. The Net Asset Value (NAV) also increased over the period from £69.2 million to £349.3 million, a rise of 404.9%. Over the same period, the NASDAQ Biotechnology Index (sterling adjusted) increased by 139.7% and the Bloomberg UK Biotechnology Index showed a similar rise of 92.7%, demonstrating the exceptional degree by which your Company outperformed the biotech market on both sides of the Atlantic. IBT's equity portfolio has also outperformed both the NASDAQ and the Bloomberg UK biotech indices over one, three and five years and since inception. Revenue and Dividends It remains the view of the Directors that the best long-term returns are likely to come from capital appreciation of assets. For the year under review, the Board proposes not to pay a dividend. Board Changes Acting on medical advice, Jeremy Curnock Cook decided to stand down as the head of the Rothschild Bioscience Unit and resigned from the Board of the Company on 29th June 2000. Jeremy was primarily responsible for leading the team that built and managed the Trust's portfolio since inception. I and the Board would like you to note that much of the credit for the superior performance we have achieved, particularly in the last year, rests with him. Garry Brass and James Grant who have served as Directors of the Company since its formation will be retiring at this year's Annual General Meeting. The decision of Rothschild Asset Management ('RAM') to terminate its involvement in fund management in the biotechnology sector and the complication and delay their relationship with BIL imposed on the process, has placed an enormous workload on your Board in selecting a new Manager and trying to maintain both stability and performance during the transition. I would also like to place on record the Board's appreciation of the valuable help and advice which we have received from them over the past six years. Reconstruction In May, Millennium Partners LP, a private investment partnership domiciled in the Cayman Islands, which at the time was the registered holder and beneficial owner of 10.06 per cent of the issued ordinary share capital of IBT, requisitioned the Board to convene an Extraordinary General Meeting (EGM) pursuant to Section 368 of the Companies Act 1985. Resolutions were to be put to shareholders instructing the Board to put forward proposals for the reorganisation or reconstruction of the Company, which would enable the shareholders, if they so wished, to realise the whole of their investment at a price related to net asset value, and asking for the removal of three of your Company's directors. On 30 June, prior to the EGM, your Board announced its intention to put forward proposals to return at least £45 million to stockholders in September 2000. Following further discussions with certain shareholders, the Board proposed to increase the amount to £70 million in September 2000 with a further £30 million to £50 million to be returned by September 2001 depending on realisations. The Board also advised shareholders that it had been agreed with RAM that any financial benefit arising from options held by Jeremy Curnock Cook in investee companies would be transferred to the Company. The EGM was held on 7 July 2000. The first resolution requiring the Board to put forward proposals for the reconstruction of the Company was passed and the second and third resolutions proposing the removal of the Chairman and Deputy Chairman were not passed. The final resolution pertaining to Jeremy Curnock Cook was not voted on due to his prior resignation from the Board. The Board has previously announced that a circular in respect of the reconstruction proposals arising from the EGM will be sent to shareholders shortly. Appointment of new investment adviser and manager After further consultation with investors holding more than 50% of the Company's shares, your Board initiated a process to select a new Manager for the Trust. Merrill Lynch, the Company's financial advisers, developed a list of potential Managers, including RAM, and solicited proposals. Assisted by external advisers, the Board selected its preferred candidate and agreed final terms. On 8 November 2000, your Board announced the appointment of Schroder Investment Management Limited ('SIM') as Manager with Schroder Venture Life Sciences Advisers (UK) Limited ('Schroder Ventures') providing investment advice in relation to the Company. The appointments followed the termination of the previous investment management contract with RAM. Your Board is now in negotiations with RAM concerning financial arrangements pursuant to the termination of the investment management contract as well as the recovery of certain monies, including those arising out of share options held in investee companies by Mr Curnock Cook. In appointing Schroders, the Board was particularly impressed by the Schroder Ventures' team because of its depth of expertise in the biotechnology sector, its international experience and presence, and its sucessful investment track record. Schroder Ventures has been a leader in bringing private life sciences companies to market, and in particular, has a presence in the US and wide experience in the US biotechnology sector where the Board believes significant opportunity lies. The Board believes that Schroder Ventures are, above all, eminently qualified to execute successfully the investment policy of the Company that has helped make it the best performing investment trust in its sector in the last financial year. Summary While the year has been an outstanding success for your Company in terms of its performance, it has been difficult in respect of finalising the right way forward managerially and responding to shareholder concerns. RAM's decision to quit the sector and the complications and delay their relationship with Biotechnology Investors Limited imposed on the process of moving to a new Manager substantially increased the demands on your Board who have been unstinting in their efforts to manage the Company through these problems while minimising any adverse impact on performance. The results, both in growth of NAV and reduction of discount, and in selecting Schroder Ventures as Investment Adviser going forward, speak for themselves. I can only reiterate recent media and analyst comment in noting that I hope this marks a very satisfactory end to a protracted and distracting affair. The Board of the Company believes strongly in the potential of the biotechnology sector and the material investment opportunities it offers. It also believes that international stock markets are developing a more measured understanding of this potential, and of the risk/reward elements within the sector and that these factors will progressively reduce the historic levels of fluctuation in both market sentiment and share price movements. The Company's investment portfolio, both in respect of private equity investments and listed equities, remains strong and the Board is confident that the proven skills and expertise of its new investment adviser position the Company strongly to take advantage of the continuing opportunities for growth within the sector. Annual General Meeting The Annual General Meeting will be held at 31 Gresham Street London EC2V 7QA on 22 December 2000 at 12.00 noon. John Green-Armytage 24 November 2000 MORE TO FOLLOW
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