Interim Results

RNS Number : 9678H
Syncona Limited
21 November 2018
 

21 November 2018

Syncona Limited

Interim Results for the six months ended 30 September 2018

We found, build and fund businesses in innovative areas of healthcare, taking a long-term view to
build global leaders in life science.

Life science companies continue to drive strong returns and increase in NAV

·      Net assets at 30 September 2018 of £1,394.0 million; 208.1p[1] per share, a total return of 32.5 per cent[2]

·      Life science portfolio, valued at £945.7 million (68 per cent of net assets), a 62.6[3] per cent return over the six months

·      £94.3m net investment into life science during the half year; expect investment for the financial year to be at the top end of guidance of £75 million to £150 million

·      Capital pool[4] supporting life science investment of £448.3 million (cash of £41.8[5] million and fund investments of £406.5 million)

Excellent financial and operational performance

·   Blue Earth Diagnostics (Blue Earth), our PET imaging agent company, valuation increased by £44.8 million as the business continues to make strong progress following its move into profitability, with over 28,000 patients dosed since launch in late 2016 and £35.0 million of revenues during the six months, up from £23.5 million in the prior six month period  

·    Autolus, our T cell immunotherapy company, completed a $172.2 million IPO on NASDAQ in June 2018, with Syncona investing $24.0 million, retaining a 32.7 per cent stake, which was valued at £319.9 million at 30 September, a gain of £216.7 million over the six months

·    £68.7 million increase in our holding in Nightstar, our gene therapy company targeting inherited forms of blindness following a 43% appreciation of its share price. The business raised $82.0 million in a placement of shares in September 2018. Syncona invested $18.0 million in the share placing, retaining a 38.3 per cent stake in the business, in line with our strategy of supporting our companies over the long-term

·    In June 2018 we announced an £85.0 million Series B financing commitment by Syncona to Freeline, our gene therapy company focused on liver expression for chronic systemic diseases; and have an 80% stake in the business

·    £9.8 million new commitment to OMass Therapeutics in a £14.0 million Series A financing. OMass is a biopharmaceutical company using structural mass spectrometry to discover novel medicines which Syncona believes represents a unique platform to transition to therapeutic development.

Strong clinical progress across our companies

·    Post period end, Freeline reported initial positive data from the first two patients in its Phase 1/2 trial in Haemophilia B. Professor Amit Nathwani will present results from this trial at the annual meeting of the American Society of Haematology (ASH) in December 2018

·   Autolus also announced that it will present one oral and two poster presentations related to its AUTO3 and AUTO5 programs at ASH

·    Nightstar reported positive proof-of-concept data in its Phase 1/2 trial in XLRP. Its pivotal trial in Choroideremia commenced during the period, with the company also receiving Regenerative Medicine Advanced Therapy (RMAT) Designation from the FDA, an expedited programme for the advancement and approval of products

 

 

  

Outlook - continued momentum across our companies and rich opportunity for further investments

We enter the second half with strong momentum across our portfolio. Our companies continue to advance their business plans, strong pipeline of clinical programmes and preclinical product candidates. We believe they are well placed to continue to execute their clinical and regulatory processes, although such processes are not without risk.

We have a high-level of conviction in the fundamentals of our companies and are focused on working with them closely. As we have done over the first half with Nightstar, Autolus and Freeline, we expect to continue to fund our companies through the next stages of their development cycle.

We now have a portfolio of nine companies, eight of which were founded by Syncona. We continue to see exciting new opportunities in cell and gene therapy, an area where we are strategically positioned with a leading platform and deep domain expertise. We believe that the arrival of this new wave of therapies is an important technological shift and will provide the potential to treat previously intractable diseases. We also continue to evaluate opportunities more broadly across a range of therapeutic areas and modalities where we believe we can found, build and fund companies around exceptional science in areas of high unmet medical need and support these companies through their development cycle with the ultimate goal of delivering transformational treatments to patients. 

As we look forward, we expect investment to be at the top end of our guidance of £75 million to £150 million in this financial year as we continue to fund our existing companies and add new companies to our portfolio.

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

"Our differentiated model of founding, building and funding businesses has continued to gain momentum across the business in the first half. We have delivered excellent financial and operational performance, which has translated into strong NAV progression.

"We have a high-quality portfolio of companies, a leading position in cell and gene therapy, and a strategic pool of capital, which underpins our ability to continue to build global leaders in life science to achieve our ambition of delivering transformational treatments to patients and capture superior returns for shareholders."

 

Valuation movements in the six months (£m):

Company

31 Mar 2018

Value (£m)

Net invest-

ment

(£m)

Valuat-

ion change

(£m)

30 Sep 2018 value (£m)

% NAV

Valuat-

ion basis

Fully diluted owner-

ship

stake (%)

Focus area

Life science companies

 

 

Established

Blue Earth

186.8

-

44.8

231.6

17

rDCF

89

Advanced diagnostics

Maturing

Autolus

85.1

18.1

216.7

319.9

23

Quoted

33

Cell therapy

Nightstar

124.5

13.8

68.7

207.0

15

Quoted

            38

Gene therapy

Freeline

36.0

57.5

-

93.5

7

Cost

80

Gene therapy

Developing

Gyroscope

11.0

-

-

11.0

1

Cost

78

Gene therapy

Orbit Biomedical

8.6

-

0.7

9.3

1

Cost

80

Surgical devices

Achilles

6.6

1.7

-

8.3

1

Cost

69

Cell therapy

SwanBio

4.9

-

0.4

5.3

0

Cost

72

Gene therapy

OMass Therapeutics

-

3.5

-

3.5

0

Cost

46

Therapeutics

Life science investments

 

 

 

CRT Pioneer Fund

30.8

2.0

-

32.8

2

Adjusted Third-party

N/A

 

 

CEGX

9.8

 

(3.3)

6.5

0

Adjusted PRI

 

 

 

Endocyte

9.0

(13.9)

4.9

-

0

Quoted

 

 

 

Adaptimmune

-

11.6

4.0

       15.6

1

Quoted

 

 

 

Syncona Collaborations

1.4

-

-

         1.4

0

Cost

 

 

 

SUB-TOTAL

514.5

94.3

336.9

945.7

68

 

 

 

 

 

Fund investments

465.1

(81.8)

23.2

406.5

29

 

 

 

Cash

85.2

31.3

(17.7)

98.8

7

 

 

 

Other net liabilities

(9.0)

(43.8)

(4.2)

(57.0)

(4)

 

 

 

TOTAL

1,055.8

-

338.2

1,394.0

100

 

 

 

                     
 

 

Enquiries

Syncona Limited                                                                                              Tel: +44 (0) 20 7611 2010
Annabel Clay                                                                              

Tulchan Communications                                                                                Tel: +44 (0) 207 353 4200
Martin Robinson
Lisa Jarrett-Kerr

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

About Syncona:

Syncona is a leading FTSE250 healthcare company focused on investing in and building global leaders in life science. Our vision is to deliver transformational treatments to patients in truly innovative areas of healthcare while generating superior 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 deep pool of capital, and are established leaders in gene and cell therapy. We focus on delivering dramatic efficacy for patients in areas of high unmet need.

 

Chairman's foreword

I am pleased to report another period of strong performance, with net assets increasing to £1,394.0 million or 208.1p[6] per share, a 32.5 per cent[7] total return in the six months (31 March 2018: net assets of £1,055.8 million). Performance has again been driven by strong returns from our life science companies, which have continued to make significant operational and financial progress.

Syncona now has 68 per cent of its net assets invested in its life science portfolio, up from 25 per cent some 18 months ago. The speed of the transition to life science is testament to the quality of the portfolio and has been driven by significant valuation increases in our established and maturing companies Blue Earth, Autolus and Nightstar, alongside investment in new and existing companies. We have a high conviction portfolio, a strategic pool of capital and an expert multi-disciplined team and are well positioned to continue to deliver strong returns for shareholders.

In October, I wrote to shareholders seeking permission to amend our investment policy to allow us greater flexibility to support our successful life science companies through the development and regulatory process. This amendment, which was approved by shareholders at an EGM held in late October, is an important milestone for the Company and I would like to thank shareholders for their support.

Jeremy Tigue

21 November 2018

 



Report from CEO of Syncona Investment Management Limited

Syncona has made excellent progress in the first half of 2018 as we continue to deliver on our strategy of building global leaders in healthcare.

Strong financial and operational progress in our companies

We have seen significant commercial, operational and development achievements at our companies and have completed four investments in the six months in line with our commitment to provide strong support to our companies over the long term; leading three significant financing rounds in our existing companies, Autolus, Nightstar and Freeline, and leading a Series A financing in a new company, OMass Therapeutics. At the half year, the life science portfolio was valued at £945.7 million, having generated a gain of £336.9 million in the six months, or 62.6 per cent. 

Differentiated model to build global leaders and deliver shareholder value

We believe there is a clear opportunity in being a conviction scale investor in the healthcare space. We hold strategic positions with influence, have a partnership approach and deploy meaningful capital into our companies therefore maximising our returns at the point of product approvals.

We are focused on building companies around exceptional science and have established a leadership position in gene and cell therapy. We now have nine Syncona companies, eight of which were founded by us. Blue Earth has already reached the key milestone of profitability, while three, Nightstar, Autolus and Freeline have important clinical trials in progress. A further two companies, Gyroscope and Achilles are expecting to enter the clinic in the next 12 months. The common theme in all of our companies is that they have been established around exceptional science, which can deliver transformational treatments for patients, and have been built for the long-term to take products to market. Syncona is the largest single investor in all of these companies.

Our investments in the period, including both new investments and ongoing support for our existing companies, were illustrative of this model, demonstrating that we have the flexibility to support our companies over the long-term and retain strong influence through significant ownership positions. Cash is a strategic asset and gives us the flexibility and influence to capture value and superior returns for shareholders.   

Well-positioned to continue to deliver strong progress

Our companies continue to progress through clinical trials with a range of initial data expected over the next 12 months. Autolus and Freeline have each announced that they will present on their AUTO3 (Paediatric ALL and DLBCL) and AUTO5 (T-cell lymphoma) and their FLT-180a (Haemophilia B) programmes respectively.

We expect to see a continued positive sales trajectory at Blue Earth and believe the company will make further progress towards a label extension for Axumin in glioma, a form of brain cancer.

Our new investment in OMass Therapeutics, a biopharmaceutical company using structural mass spectrometry to discover novel medicines, is an exciting opportunity to work with a world-class founder in Professor Dame Carol Robinson, who has an exceptional track record in the field, and we are building a leading management team to support the development of new therapeutics.

We believe our companies are well placed to continue to execute through their clinical and regulatory processes, but these processes involve risk. In line with our model, we will continue to work closely with their management teams as they progress through clinical and regulatory development.

Outside of our existing portfolio, we continue to see opportunities for investments in cell and gene therapy, an area where we have deep expertise, and also more broadly across a range of therapeutic areas that fit with our model of long term ownership. Our proactive, highly selective approach and deep expertise means that we are able to access the very best opportunities in innovative areas of life science.  

We enter the second half of 2019 with strong momentum across the Company. We remain focused on our ambition of building the next generation of healthcare companies and delivering transformational treatments to patients, while generating superior returns for shareholders.

Martin Murphy, CEO, Syncona Investment Management Limited
21 November 2018



Life Science Portfolio review

The life science portfolio was the key driver of growth for the Company in the first half, generating strong returns and continuing to make strong operational and clinical progress.

Established companies:

Blue Earth Diagnostics (17% NAV)

Blue Earth is a leading molecular imaging diagnostics company focused on the development and commercialisation of novel PET imaging agents. It has demonstrated continued strong momentum in the first half of 2018. More than 28,000 patients have now received an Axumin scan since the product was launched commercially, enabling physicians to treat patients with recurrent prostate cancer more effectively. Revenues during the period were £35.0 million, building on the business' successful roll-out of Axumin, which is priced at $3950 in the US.

Quarter since launch

Units Sold (US)

1 (Q3 FY2017)

200

2 (Q4 FY2017)

800

3 (Q1 FY2018)

1800

4 (Q2 FY2018)

2500

5 (Q3 FY2018)

3700

6 (Q4 FY2018)

5000

7 (Q1 FY2019)

6000

8 (Q2 FY2019)

6500

 

In the key market of the United States, Blue Earth has now achieved national coverage with the company active in 31 out of its 31 targeted sites, showing the successful roll-out of the product through the company's relationship with its partner, Siemens PETNET.

In Europe, the company continued to make progress on its roll out plans despite it being a more fragmented market and challenging reimbursement environment than the US. During the six months, the Transparency Committee of the French Haute Autorité de Santé (HAS) recommended that Axumin be included on the list of medicines approved in France for hospital use, a positive milestone for the business.

Blue Earth has also made good progress towards a label extension for Axumin in glioma. Post period end, the business announced results from an investigational Phase 3 blinded image evaluation (BIE) study (BED006) evaluating the diagnostic impact of Axumin, when combined with MRI, in the imaging of adults with glioma. Results were positive with a Positive Predictive Value for Axumin in this setting of more than 90%. Importantly, the combination of Axumin and MRI identified additional malignant regions, which MRI alone was unable to identify.

We expect the business to maintain a positive sales trajectory and to continue to make progress on its PSMA asset development, aiming to file an Investigational New Drug Application and complete Phase 1/2 work in 2019 calendar year.

Maturing Companies

Nightstar Therapeutics (15% NAV):

Nightstar utilises gene therapy to develop products for inherited forms of blindness and is pursuing a pipeline of retinal gene therapy programmes. The business made strong progress over the six months as it continued to focus on progressing its clinical programmes through to market.

At the EURETINA Conference in September, Nightstar announced positive proof of concept data in its XIRIUS trial in NSR-RPGR in XLRP patients. In the dose escalation phase of the trial, five out of nine patients at higher doses responded, showing improvements in vision as measured by its key endpoint, microperimetry[8]. NSR-RPGR was also well-tolerated with no dose limiting toxicities or serious treatment-related adverse events. The data supported the initiation of a Phase 2/3 expansion study, which will commence by the end of calendar year 2018 with initial data due mid-2019. The trial is designed to be consistent with recommendations in FDA's draft guidance on the development of gene therapy products for retinal disorders. We believe this will allow the business to advance the development of NSR-RPGR.

Following the announcement of Nightstar's data in NSR-RPGR, the company announced a public offering, raising $82.8 million. Syncona invested $18.0 million, demonstrating our ongoing belief in the company's potential and exemplifying our strategy of supporting our companies over the long-term.

Significantly, Nature, a world leading research journal in preclinical medicine, published the data in October from Professor Robert Maclaren's trial in Choroideremia at Oxford Eye Hospital conducted in 2011, reporting that patients had sustained improvements in their vision over five years, following treatment with therapy. This is a strong endorsement of the work by Professor Robert Maclaren and the team and validation of the early results that encouraged Syncona to partner with Robert to found and build Nightstar.

Finally, the business announced that it had received Regenerative Medicine Advanced Therapy (RMAT) Designation from the FDA for its programme in Choroideremia. The RMAT designation is an expedited programme for the advancement and approval of products and will allow the company to work more frequently and closely with the FDA. Nightstar is progressing the enrolment of patients to its pivotal Phase 3 trial in Choroideremia and expects to complete this in the first half of 2019 with the one-year follow-up results expected in 2020. 

With two products advancing through the clinic and other candidates in the pre-clinical development stage, we continue to believe Nightstar has the potential to become a global leader in gene therapies for inherited blindness conditions.

Autolus (23% NAV):

Autolus is a biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer. The business has had a positive six months and continues to make progress towards its goal of offering cancer patients substantial benefits over the existing standard of care, including the potential for cure.

In June, Autolus announced an initial public offering, which was delivered at a significant valuation uplift. We invested $24.0 million and retained a 32.7 per cent stake in the company.

Post period end, Autolus has announced that it will present one oral and two poster presentations related to its AUTO3 and AUTO5 programs at the global ASH annual meeting in December 2018. In the abstract the company published on 1 November, Autolus reported early data in their AUTO3 programme in paediatric ALL:

·      Eight patients have completed at least four weeks of follow-up treatment with three patients receiving a dose of one million cells/kg, one patient receiving two million cells/kg and four patients receiving three million cells/kg

·      Safety data was encouraging; five patients in the trial had grade one Cytokine Release Syndrome (CRS), but no grade 2 or higher CRS was observed

·      In the highest dose patient cohort, all four patients treated had a Minimal Residue Response (MRD) negative complete response (CR) and ongoing remission with the longest follow-up of four months

We regard it as positive that we are seeing early clinical efficacy and persistence in the highest dose cohort.

In the AUTO3 DLBCL programme, Autolus published data announcing that:

·      Six patients had been enrolled and dosed in the trial with all patients receiving 50 million cells/kg at dose level one

·      Three patients were treated with AUTO3 alone and two patients with AUTO3 followed by pembrolizumab, another patient is awaiting dosing with pembrolizumab

·      Four of the five patients had a response with an objective response rate (ORR) of 80% (95% CI 28.4-99.5%)

·      Two patients had a CR (40%; 95% CI 5.3‒85.3%) and continue to be in CR at the time of data cut off, with longest follow-up of 3 months and CAR-T cell expansion seen consistently in all patients

This preliminary data shows clinical efficacy and supports the thesis that the dual-targeting approach of AUTO3 may prove to be beneficial for a broader base of DLBCL patients than a single targeting CD19 CAR T cell therapy

The business is progressing a number of its other programmes through clinical trials, including: AUTO1 in paediatric ALL and adult ALL, AUTO2 in multiple myeloma, and the AUTO6 programme in neuroblastoma and we expect early data from these programmes to begin reading-out over the next 12 months.

Freeline (7% NAV):

Freeline is a gene therapy company focused on liver expression for a range of chronic systemic diseases. The business is currently progressing its lead programme in Haemophilia B through clinical development. Haemophilia B is a rare, lifelong monogenic disease which causes prolonged or spontaneous bleeding episodes primarily in the brain, muscles and weight-bearing joints.

Syncona believes Freeline has significant potential and committed £85.0 million to the business in a Series B financing of £88.4 million during the period (£57.5 million of which has been invested in the period). The funding will enable the company to drive its lead programme through the clinic, further broaden its pipeline, build on its core manufacturing capabilities and ultimately deliver its products to patients.

Post period end, the company announced data from the first two patients in its first cohort of patients in its Haemophilia B programme ahead of the ASH annual meeting, where Professor Amit Nathwani will present the results. Two patients with severe haemophilia B received FLT180a at a single dose of 4.5 x 1011 vector genomes/kg body weight, which was well-tolerated with no serious adverse effects. Within four weeks of infusion, FIX activity[9] in both participants rose to 30% and stabilised at 46% and 48%. The normal range of FIX activity in the general population's blood is between 50% and 150%.

Additionally, Freeline has identified its second programme in this pipeline, Fabry, which is expected to enter the clinic in the first half of 2019.

Developing companies (3% NAV)

Gyroscope is the second Syncona-founded retinal gene therapy company and is targeting treatment for Dry Age Related Macular Degeneration (dry AMD), the leading cause of irreversible blindness in the developed world.

The company has made good progress during the first half of the year and continues to expect to dose its first patient in its lead programme in one of the most severe forms of dry AMD in the first half of 2019. The business is also aiming to nominate the candidate for its second programme over the next 12 months. 

Achilles, our second cell therapy company which is focused on immunotherapy to treat lung cancer, also continued to make good progress. Syncona committed £25.6 million to the company in the Series A financing with £8.3 million invested in total. The business has appointed Dr. Michael Giordano, a leader in the immunotherapy field, to its Board and is very well positioned as it progresses towards clinical studies in 2019. 

SwanBio, a gene therapy company focused on neurological disorders, and Orbit Biomedical, a company developing safe, accurate and consistent ways to deliver therapeutics to the sub-retinal space, are Syncona's recently founded businesses. Both have made good progress with their business plans and are recruiting further members of their teams and establishing and building out their operations. 

In June, Syncona led a Series A financing in a new investment, OMass Therapeutics, a biopharmaceutical company using structural mass spectrometry to discover novel medicines. Syncona has worked closely with the OMass team to develop a plan for the company which is seeking to use its suite of proprietary technologies, developed in the lab of globally leading academic Professor Dame Carol Robinson, in order to discover and develop innovative therapeutics.

OMass has leading, differentiated technology and we believe this platform can be applied to drug discovery for a variety of complex targets. Syncona led the £14.0 million Series A financing with a £9.8 million commitment for a 46 per cent stake in the business, alongside OSI. Syncona's Edward Hodgkin and Magdalena Jonikas have joined the board of OMass with Edward Hodgkin becoming Executive Chairman.

Life science investments (4% NAV):

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

These investments include CEGX, a pioneer of epigenetics, which completed a $27.5 million financing round during the period in which Syncona did not provide further financing. The CRT Pioneer Fund, in which Syncona has a 64.1 per cent holding and now has 12 opportunities in its portfolio. Syncona contributed a net £2.0 million during the period, with a further £16.4 million of commitments remaining.

Syncona sold its holding in NASDAQ-listed Endocyte (ECYT) in July, resulting in a total realised gain of £10.2 million on an original investment of £4.0 million, generating value from a therapeutic area in which we had deep domain expertise. We also made a new investment of $15.0 million in NASDAQ listed company Adaptimmune in a Registered Direct Offering of $100.0 million. Adaptimmune is a leader in the engineered TCR cell therapy space where we have differentiated insight into the opportunities ahead for the business.

Finally, our collaboration (Syncona Collaborations) with Edinburgh University for a two-year programme into a promising new potential use of cell therapy to treat an area of chronic disease is progressing well. We see this as a promising option to found a new company, should initial pre-clinical work be supportive. 

Strong opportunities to continue to build companies around exceptional science

We have a high-conviction, high quality portfolio, which is well positioned to make continued progress.

We continue to see a strong pipeline of opportunities in cell and gene therapy, an area where we are strategically positioned with one of the broadest, high-quality, co-ordinated gene therapy platforms globally. We believe these technologies will continue to disrupt business models and offer the potential to treat previously intractable diseases. We also see opportunities more broadly across a range of therapeutic areas and modalities where we can deliver our strategy to build global leaders that can take products to market.

While not core to what we do, we will continue on a very selective basis to identify listed investments, where we have deep domain expertise and a differentiated insight into the therapeutic area in which the business operates.

Our progress in the portfolio reinforces the benefits of Syncona's highly focused, hands-on and long-term approach and we remain focused on building our companies and funding their ambition to deliver value for both shareholders and patients.

Chris Hollowood, Chief Investment Officer, Syncona Investment Management Limited
21 November 2018

Finance Review

Performance driven by significant progress in our life science portfolio

At 30 September 2018, Syncona had net assets of £1,394.0 million, or 208.1p[10] per share (31 March 2018: £1,055.8 million - 158.9p per share), reporting a total return of 32.5[11] per cent in the six months with performance driven by a 62.6 per cent[12] growth from life science portfolio, underpinned by a 5.8 per cent return from fund investments.

Within our life science portfolio, performance has primarily been driven by the valuation increases of a number of our established and maturing companies, in particular Blue Earth, Nightstar and Autolus. Together these increases added £330.2 million to the value of the portfolio. Blue Earth was valued at £231.6 million at the half year, an increase of £44.8 million in the period, as the business continued to perform strongly. The valuation movements in both Nightstar of £68.7 million and Autolus of £216.7 million were driven by movements in their quoted share prices. Both companies completed successful financing events in the six months, with Autolus completing an IPO on NASDAQ in June and Nightstar successfully completing a follow-on financing in September. In both instances Syncona was the largest investor, as it continues to support the companies through the clinical and regulatory process.

Investment cashflow at the top end of guidance

During the first half, we invested £94.3 million into the life science portfolio. Whilst the absolute level of funding will be dependent on our pipeline, as we look forward to the remainder of the financial year we expect investment to be at the top end of our guidance of £75 million to £150 million in this financial year.

Uncalled commitments stood at £97.2 million at 30 September 2018, of which £75.2 million relate to milestone payments associated with the life science portfolio and £16.4 million to the CRT Pioneer Fund. The milestone payments are typically linked to key strategic and development goals and expected to be achieved over the next 12 to 24 months. The remainder of the uncalled commitments relate to fund investments.

Investment model supported by strategic pool of capital

Integral to the Syncona investment model is our access to a deep pool of capital, which in turn allows us to support our companies through the clinical and regulatory process and onto product approval. Successful businesses scale quickly and it is important that we retain a strategic pool of capital so that we can continue to fund our businesses to fulfil their ambitions. At 30 September, we had net cash[13] resources of £41.8 million and £406.5 million of further liquidity in fund investments.

Liquidity profile

£m

 Net Cash

41.8

< 1 month

161.8

1-3 months

46.3

3-12 months

131.8

> 12 months

66.6

TOTAL

448.3

 

The portfolio of fund investments was invested with 18 managers at period end and focuses on managers with track records of containing downside volatility through portfolio construction or nimble repositioning and active management of underlying holdings, or both.

We continue to transition the fund investments portfolio away from more directional long-only funds towards strategies more suited to our current investment parameters and over the six months, and at the period end hedged strategies[14] represented 57.7 per cent of fund investments, up from 51.4 per cent in March.

The 5.8 per cent return from the fund investments during the six months was predominantly driven by the long-biased elements of the portfolio, with long only equity funds generating a return of 13.1 per cent and fixed term funds[15] returning 8.1 per cent, both on a constant currency basis. Our equity hedge fund positions generated a constant currency return of 1.1 per cent.

Since the period end, we have seen a significant increase in volatility in public markets with the FTSE All-Share declining by 5.2 per cent in the month of October and other major equity indices down between 7 per cent and 12 per cent for the month. The fund investments portfolio is not immune to a wider market correction, and whilst the majority of our managers outperformed their respective benchmarks, in aggregate, the fund investments were down by approximately 4 per cent in October, reversing some of the gains generated in the six months.

Expenses

Our ongoing charges ratio for the six months was 0.82 per cent (30 September 2017: 1.44 per cent). Allowing for the costs associated with the Company's Long-Term Incentive Plan, ongoing charges were 1.29 per cent (30 September 2017: 1.44 per cent).

Long-Term Incentive Plan

The strong performance of the life science portfolio has been reflected in increased value in the Company's Long-Term Incentive Plan ("LTIP"). The LTIP scheme vests on a straight-line basis over a four-year period with awards settled in cash and Syncona shares. At the half year the total liability for the cash settled element of the LTIP was revalued at £10.8 million (March 2018: £5.4 million) and the number of shares in the Company that could potentially be issued increased to 8,548,792 shares, taking the fully-diluted number of shares to 669,771,101.

Dividend

The Company paid a dividend of 2.3p per share (2017: 2.3p per share) in July. The Board will review the dividend policy over the next six months in light of Syncona's transition to be predominantly invested in life science.

Foreign exchange

The net impact from foreign exchange across the Company was a gain of £25.4 million. The life science portfolio is unhedged; within the fund investments, all of the euro-denominated share classes with 87.0 per cent of the exposure to US Dollar-denominated share classes are hedged.

John Bradshaw, Chief Financial Officer, Syncona Investment Management Limited
21 November 2018



Supplementary information

Syncona life science portfolio returns (30 September 2018)

Company

Cost[16]

Value

Multiple

IRR

Established

 

 

 

 

Blue Earth

£35.3m

£231.6m

6.6x

89%

Maturing

 

 

 

 

Nightstar

£56.4m

£207.0m

3.7x

82%

Autolus

£76.2m

£319.9m

4.2x

101%

Freeline

£93.5m

£93.5m

1.0x

-

Sub-total

£261.4m

£852.0m

3.3x

82%

Developing

 

 

 

 

Gyroscope

£11.0m

£11.0m

1.0x

-

Orbit

£8.4m

£9.3m

1.1x

19%

Achilles

£8.3m

£8.3m

1.0x

-

SwanBio

£4.9m

£5.3m

1.1x

15%

OMass

£3.5m

£3.5m

1.0x

-

Investments

 

 

 

 

Unrealised investments

£43.5m

£56.3m

1.3x

15%

Realised investments[17]

£12.4m

£17.6m

1.4x

27%

Total

£353.3m

£963.2m

2.7x

70%

 

Funds investments - allocations (30 September 2018)

 

£m value

Local currency performance in six months %

% NAV

% of fund portfolio

% change in weighting in six months

Equity funds

75.6

13.1

5.4%

18.6%

-6.7%

Equity hedge funds

220.9

1.1

15.8%

54.3%

8.2%

Fixed income and credit funds

39.3

4.9

2.8%

9.7%

-1.4%

Global macro funds

13.8

3.4

1.0%

3.4%

-1.9%

Fixed-term funds

55.7

8.1

4.0%

13.7%

1.8%

Unrealised FX hedge

0.9

-

0.2%

0.2%

-0.1%

Rebate accruals

0.3

-

0.0%

0.1%

0.1%

 

 

 

 

 

 

Total

406.5

-

29.2%

100.0%

0.0%

 

Fund investments - top 10 funds (30 September 2018)

 

Fund name

Strategy

Value

% of NAV

1

SFP Value Realization Fund

Equity Long

£47.2m

3.4%

2

Polar UK Absolute Equity

Equity Hedge

£41.3m

3.0%

3

Maga Smaller Companies

Equity Hedge

£34.5m

2.5%

4

AKO Global

Equity Hedge

£33.0m

2.4%

5

Portland Hill

Equity Hedge

£22.5m

1.6%

6

Permira V

Fixed Term

£21.9m

1.6%

7

Polygon Convertible Opportunity Fund

Fixed Income & Credit

£20.3m

1.5%

8

WyeTree

Fixed Income & Credit

£19.0m

1.4%

9

Sagil Latin America Opportunities

Equity Hedge

£18.7m

1.3%

10

Majedie UK Focus

Equity Long

£16.2m

1.2%

 

 

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 2018. These include:

·      Life science portfolio

- Risk in making new investments

- General, commercial, technological and clinical risks

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

- Market risk - realising investment portfolio companies

- Market risk - political and economic uncertainty

·      · Fund investments

- Investment risk

·      Operational

- Failure to attract or retain key personnel

- Financing risk

- Systems and controls

- Legal and regulatory

- Changes in law and regulations may adversely affect the Company

 

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 2018. As at 30 September 2018, 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 2018. A list of current directors is maintained on the Syncona Limited website: http://www.synconaltd.com/people/board.  

 

Jeremy Tigue, Chairman, Syncona Limited

21 November 2018

 

INDEPENDENT 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 2018 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 15. 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 2018 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

Statutory Auditor

St Peter Port, Guernsey

20 November 2018

 

 

INTERIM REPORT AND UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS TO 30 SEPTEMBER 2018

 

 

GROUP PORTFOLIO STATEMENT

As at 30 September 2018

 

 

 

 

 

 Fair Value

 £'000

 

 % of
Group NAV

2018

Life science portfolio

 

 

 

 

 

 

 

   Life science companies

 

 

 

     Autolus Therapeutics plc

319,918

 

22.9

     Blue Earth Diagnostics Limited

231,644

 

16.6

     Nightstar Therapeutics plc

207,019

 

14.9

     Freeline Therapeutics Limited

93,500

 

6.7

     Adaptimmune Therapeutics Inc

15,610

 

1.1

     Companies of less than 1% of NAV

45,138

 

3.2

   Total life science companies (1)

912,829

 

65.4

 

 

 

 

   CRT Pioneer Fund (2)

32,839

 

2.4

 

 

 

 

Total life science portfolio (3)

945,668

 

67.8

 

 

 

 

Fund investments

 

 

 

 

 

 

 

   Equity hedge funds

 

 

 

     Polar UK Absolute Equity

41,256

 

3.0

     Maga Smaller Companies UCITS

34,550

 

2.5

     AKO Global UCITS

33,016

 

2.4

     Portland Hill

22,467

 

1.6

     Sagil Latin American Opportunities

18,708

 

1.2

     SW Mitchell Small Cap European

16,138

 

1.2

     Polygon European Equity Opportunity

15,001

 

1.1

     Funds of less than 1% of NAV

39,781

 

2.9

 

220,917

 

15.9

 

 

 

 

   Equity funds

 

 

 

     The SFP Value Realization

47,222

 

3.4

     Majedie UK Focus

16,178

 

1.2

     Majedie Global Focus

12,235

 

0.9

 

75,635

 

5.5

 

 

 

 

   Fixed income and credit funds

 

 

 

     Polygon Convertible Opportunity

20,341

 

1.5

     Wyetree RRETRO

18,952

 

1.4

 

39,293

 

2.9

 

 

 

 

   Global macro funds

 

 

 

     Sinfonietta

13,727

 

1.0

 

13,727

 

1.0

 

 

 

 

Fair Value

£'000

 

% of
Group NAV

2018

Fund investments (continued)

 

 

 

   Fixed term funds

 

 

 

     Permira V

21,939

 

1.6

     Chenavari European Deleveraging Opportunities

16,071

 

1.1

     Infracapital Partners II

15,887

 

1.0

     Funds of less than 1% of NAV

1,835

 

0.1

 

55,732

 

3.8

 

 

 

 

Open forward currency contracts

933

 

0.1

Fund related receivables

278

 

0.0

 

 

 

 

Total fund investments (2)

406,515

 

29.2

 

 

 

 

Other net assets

 

 

 

     Cash and cash equivalents (4)

98,751

 

7.1

     Charitable donations

(2,376)

 

(0.2)

     Other assets and liabilities

(54,578)

 

(3.9)

 

 

 

 

Total other net assets

41,797

 

3.0

 

 

 

 

Total net asset value of the group

1,393,980

 

100.0

 

(1)  The fair value of Syncona Holdings Limited amounting to £896,128,166 is comprised of investments in life science companies of £912,829,060, investments in Syncona Investment Management Limited of £2,827,268, other net liabilities of £20,721,453 in Syncona Portfolio Limited and other net assets of £1,193,291 in Syncona Holdings Limited.

 

(2)  The fair value of the investment in Syncona Investments LP Incorporated amounting to £509,711,284 is comprised of the investment in the fund investments of £406,515,151, the investment in the CRT Pioneer Fund of £32,839,035, cash of £94,321,702 and other net liabilities of £23,964,604.

 

(3)  The life science portfolio of £945,668,095 consists of life science investments totalling £912,829,060 held by Syncona Holdings Limited and the CRT Pioneer Fund of £32,839,035 held by Syncona Investments LP Incorporated.

 

(4)  Total cash held by the Group is £98,751,025. Of this amount £2,015,287 is held by Syncona Limited. The remaining £96,735,738 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.

 

 

Notes

Revenue

 

Capital

 

Unaudited
six months to
 30 September 2018

 

         Unaudited
   six months to
   30 September                    2017

 

     Audited year        to 31 March                    2018

 

 

 £'000

 

  £'000

 

   £'000

 

  £'000

 

 £'000

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

 

 

 

 

 

 

 

 

Other income

 

25,305

 

-

 

25,305

 

21,118

 

28,747

Total investment income

 

25,305

 

-

 

25,305

 

21,118

 

28,747

Net gains on financial assets at fair value through profit or loss

6

-

 

340,268

 

340,268

 

137,281

 

167,694

Total gains

 

-

 

340,268

 

340,268

 

137,281

 

167,694

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

Charitable donations

7

2,376

 

-

 

2,376

 

2,376

 

4,752

General expenses

 

12,949

 

-

 

12,949

 

6,707

 

18,858

Total expenses

 

15,325

 

-

 

15,325

 

9,083

 

23,610

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

9,980

 

340,268

 

350,248

 

149,316

 

172,831

 

 

 

 

 

 

 

 

 

 

 

Earnings per Ordinary Share

10

           1.51p

 

         51.50p

 

                53.01p

 

                22.67p

 

                26.21p

 

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

Unaudited

30 September

 2018

 

Unaudited

30
September

2017

 

Audited

31 March

2018

 

 

              £'000

 

              £'000

 

              £'000

ASSETS

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Financial assets at fair value through profit or loss

8

1,405,839

 

1,033,923

 

1,064,521

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Bank and cash deposits

 

2,015

 

316

 

981

Trade and other receivables

 

4,489

 

3,025

 

5,445

Total assets

 

1,412,343

 

1,037,264

 

1,070,947

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Share based payment

9

9,475

 

1,083

 

4,450

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Share based payment

9

1,343

 

710

 

943

Payables

 

7,545

 

3,298

 

9,791

Total liabilities

 

18,363

 

5,091

 

15,184

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Share capital

10

766,037

 

763,016

 

763,016

Capital reserves

 

627,943

 

269,157

 

292,747

Total equity

 

1,393,980

 

1,032,173

 

1,055,763

 

 

 

 

 

 

 

Total liabilities and equity

 

1,412,343

 

1,037,264

 

1,070,947

Total net assets attributable to holders of Ordinary Shares

 

1,393,980

 

1,032,173

 

1,055,763

 

 

 

 

 

 

 

Number of Ordinary Shares in Issue

10

661,222,309

 

659,652,090

 

659,952,090

Net assets attributable to holders of Ordinary Shares (per share)

10

              £2.11

 

              £1.56

 

              £1.60

Diluted Shares (per share)

10

              £2.08

 

              £1.55

 

              £1.59

 

The unaudited Consolidated Financial Statements were approved on 21 November 2018.

 

 

 

 

 

Notes

Share

capital

account

 

Capital
reserves

 

Revenue reserves

 

 Total

 

 

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

As at 31 March 2017 (audited)

 

760,327

 

134,911

 

-

 

895,238

Total comprehensive income for the period

 

-

 

137,281

 

12,035

 

149,316

Transactions with shareholders:

 

 

 

 

 

 

 

 

Distributions

11

-

 

(3,035)

 

(12,108)

 

(15,143)

Scrip dividend shares issued during the period

10

2,689

 

-

 

-

 

2,689

Share based payment

 

-

 

-

 

73

 

73

As at 30 September 2017 (unaudited)

 

763,016

 

269,157

 

-

 

1,032,173

Total comprehensive income for the period

 

-

 

30,413

 

(6,898)

 

23,515

Transactions with shareholders:

 

 

 

 

 

 

 

 

Distributions

11

-

 

(6,823)

 

6,823

 

-

Share based payments

 

-

 

-

 

75

 

75

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

11

-

 

(5,072)

 

(10,106)

 

(15,178)

Scrip dividend shares issued during the period

10

3,021

 

-

 

-

 

3,021

Share based payment

 

-

 

-

 

126

 

126

As at 30 September 2018 (unaudited)

 

766,037

 

627,943

 

-

 

1,393,980

 

 

 

Notes

 Unaudited

 six months to

 30 September

 2018

 

 Unaudited

six months to

30 September

2017

 

Audited year

 to 31 March

  2018

 

 

£'000

 

£'000

 

£'000

Cash flows from operating activities

 

 

 

 

 

 

Profit for the period

 

350,248

 

149,316

 

172,831

Adjusted for:

 

 

 

 

 

 

Gains on financial assets at fair value through profit or loss

6

(340,268)

 

(137,281)

 

(167,694)

Operating cash flows before movements in working capital

 

9,980

 

12,035

 

5,137

(Decrease)/increase in other receivables

 

956

 

1,747

 

(673)

(Decrease)/increase in other payables

 

(2,246)

 

(1,017)

 

3,729

Net cash provided by operating activities

 

8,690

 

12,765

 

8,193

Cash flows from investing activities

 

 

 

 

 

 

Purchase of financial assets at fair value through profit or loss

 

(129,092)

 

(90,385)

 

(114,133)

Return of capital contribution

 

133,593

 

90,285

 

119,270

Net cash provided by/(used in) in investing activities

 

4,501

 

(100)

 

5,137

Cash flows from financing activities

 

 

 

 

 

 

Distributions

11

(12,157)

 

(12,454)

 

(12,454)

Net cash used in financing activities

 

(12,157)

 

(12,454)

 

(12,454)

Net increase in cash and cash equivalents

 

1,034

 

211

 

876

Cash and cash equivalents at beginning of period

 

981

 

105

 

105

Cash and cash equivalents at end of period

 

2,015

 

316

 

981

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

Issue of shares

10

3,021

 

2,689

 

2,689

Scrip dividend shares issued during the period

10

(3,021)

 

(2,689)

 

(2,689)

Net non-cash investing and financing activities

 

-

 

-

 

-

 

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

 

1.  GENERAL INFORMATION

 

Syncona Limited (the "Company") is incorporated in Guernsey. 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"). The Company makes its fund investments through Syncona Investments LP Incorporated (the "Partnership"). 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 Manager Limited ("SIML" or the "Investment Manager"), a subsidiary of the Holding Company. The previous Investment Manager until 12 December 2017 was BACIT (UK) Limited ("BACIT").

 

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 2018 and shall form the basis of the 2019 Annual Report and Accounts.

 

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 2018 and will form the basis of the 2019 Annual Report and Accounts. The Group has adopted IFRS 9 Financial Instruments ("IFRS 9"), which replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement, from 1 January 2018. Under IFRS 9, on initial recognition, a financial asset is classified as measured at amortised cost or fair value through other comprehensive income ("FVTOCI"), or fair value through profit or loss ("FVTPL"). The impact of adopting IFRS 9 on the consolidated financial statements was not material for the Group and there was no adjustment to retained earnings on application at 1 April 2018. In line with the transition guidance in IFRS 9 the Group has not restated the prior year results on adoption.

 

The Group has adopted IFRS 15 'Revenue from Contracts with Customers' from 1 January 2018 replacing IAS 18 'Revenue'. The standard provides a single, principles based five-step model to be applied to all contracts with customers. Material revenue streams have been reviewed and there are no changes to the recognition of income by the Group as a result of the new Standard.

 

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 2018, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial information in these interim accounts was approved by the Board and authorised for issue on 21 November 2018. 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 gross assets predominantly consist of securities and cash, amounting to £1,412.3 million (September 2017: £1,037.3 million, March 2018: £1,070.9 million) of which 21.7% (September 2017: 33.0%, March 2018: 31.4%) are readily realisable within three months in normal market conditions. The Company has liabilities including uncalled commitments to underlying investments and funds amounting to £97.2 million (September 2017: £91.3 million, March 2018: £72.0 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

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 IAS 39 'Financial Instruments: Recognition and Measurement'. The Partnership and the Holding Company both meet the definition of Investment Entities. The General Partner is consolidated in full.

 

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. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events, and are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

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 2018.

 

4. OPERATING SEGMENTS

 

The Group is made up of two main components, the "life science portfolio" and the "fund investments". The Board has considered the requirements of IFRS 8 'Operating Segments', and is of the view that the Group's activities form two segments under the standard, the life science portfolio and the fund investments. The life science portfolio and the fund investments are managed on a global basis and, accordingly, no geographical disclosures are provided.

 

The Board, as a whole, has been determined as constituting the chief decision maker of the Group. The key measure of performance used by the Board to assess the Group's performance and to allocate resources is the total return based on the NAV per share, as calculated under IFRS.

 

Life science portfolio

The underlying investments in this segment are those whose activities focus on developing products to deliver transformational treatments to patients.

 

Details of the underlying assets are shown in the Group Portfolio Statement on page 1.

 

Fund investments

The underlying assets in this segment are investments in a diversified portfolio of hedge, equity and long-term alternative investment funds across multiple asset classes.

 

Details of the underlying assets are shown in the Group Portfolio Statement on pages 1 and 2.

 

 

 

Information about Reporting Segments

The following provides detailed information for the Group's two reportable segments for the six months to 30 September 2018, the six months to 30 September 2017 and the year to 31 March 2018:

 

As at 30 September 2018

Life science

 portfolio

 

Fund investment

 

Unallocated1

 

Total

(unaudited)

£'000

 

£'000

 

£'000

 

£'000

Revenue

-

 

-

 

25,305

 

25,305

Capital growth

339,775

 

493

 

-

 

340,268

Expenses

-

 

-

 

(15,325)

 

(15,325)

Net assets

945,668

 

406,515

 

41,797

 

1,393,980

 

As at 30 September 2017

Life science

portfolio

 

Fund

investment

 

Unallocated1

 

Total

(unaudited)

 £'000

 

£'000

 

£'000

 

£'000

Revenue

-

 

-

 

21,118

 

21,118

Capital growth

137,220

 

61

 

-

 

137,281

Expenses

-

 

-

 

(9,083)

 

(9,083)

Net assets

455,177

 

552,007

 

24,989

 

1,032,173

 

 

Life science

portfolio

 

Fund

investment

 

Unallocated1

 

Total

As at 31 March 2018 (audited)

£'000

 

£'000

 

£'000

 

£'000

Revenue

-

 

-

 

28,747

 

28,747

Capital growth

162,933

 

4,761

 

-

 

167,694

Expenses

-

 

-

 

(23,610)

 

(23,610)

Net assets

514,543

 

465,102

 

76,118

 

1,055,763

 

1   Revenue is unrelated to either segment's performance. Expenses include the dividends, donations and expenses for the period which cannot be allocated by segment. Unallocated net assets are primarily made up of cash and are unrelated to either segment's performance.

 

The net assets of each segment can be agreed to the Group Portfolio Statement. The capital growth can be agreed to the Statement of Comprehensive Income.

 

5. INVESTMENT IN SUBSIDIARIES AND ASSOCIATES

 

The Company meets the definition of an Investment Entity in accordance with IFRS10. 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

 

Subsidiary

Principal place of business

 

Principal activity

 

% interest1

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

 

Indirect subsidiaries

  Principal place        of business

                 Immediate parent

        Principal activity

% interest1

Syncona Discovery Limited

                      UK

Syncona Investments LP Inc

Portfolio management

          100%

Syncona Portfolio Limited

           Guernsey

  Syncona Holdings Limited

Portfolio management

          100%

Syncona IP Holdco Limited

                      UK

    Syncona Portfolio Limited

Portfolio management

          100%

Syncona Investment Management Limited

                      UK

  Syncona Holdings Limited

Portfolio management

          100%

Syncona Collaboration (E) Limited

                      UK

    Syncona Portfolio Limited

                    Research

          100%

Orbit Biomedical Limited

                      UK

    Syncona Portfolio Limited

        Surgical devices

          100%

Blue Earth Diagnostics Limited

                      UK

    Syncona Portfolio Limited

Advanced diagnostics

            89%

Freeline Therapeutics Limited

                      UK

    Syncona Portfolio Limited

             Gene therapy

            84%

Gyroscope Therapeutics Limited

                      UK

    Syncona Portfolio Limited

             Gene therapy

            76%

SwanBio Limited

                      UK

    Syncona Portfolio Limited

             Gene therapy

            66%

Achilles Therapeutics Limited

                      UK

    Syncona Portfolio Limited

                Cell therapy

            56%

 

Indirect associates

  Principal place        of business

                 Immediate parent

        Principal activity

% interest1

Nightstar Therapeutics plc

                      UK

    Syncona Portfolio Limited

             Gene therapy

            38%

Autolus Therapeutics plc

                      UK

    Syncona Portfolio Limited

             Cell therapies

            33%

OMASS Technologies Limited

                      UK

    Syncona Portfolio Limited

              Therapeutics

            33%

 

1Based on undiluted issued share capital and excluding the MES issued by Syncona Holdings Limited (see note 9).

 

6. NET GAINS ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

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

 

 

 

Unaudited

six months
to 30 September
 2018

 

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

 

              £'000

 

              £'000

 

              £'000

Net gains from:

 

 

 

 

 

 

The Holding Company

6.a

336,267

 

137,220

 

162,933

The Partnership

6.b

4,001

 

61

 

4,761

 

 

340,268

 

137,281

 

167,694

 

 

 

6.a                                                                                              Movements in the Holding Company:

 

 

Unaudited

six months
to 30 September
2018

 

Unaudited

six months
to 30 September

2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Residual income from liquidated subsidiaries

-

 

726

 

726

Expenses

(52)

 

(17)

 

(44)

Net expense of Syncona Portfolio Limited

(117)

 

-

 

(52)

Foreign currency losses on life science investments

(404)

 

(333)

 

(435)

Movement in unrealised gains on life science investments at fair value through profit or loss

336,840

 

136,844

 

162,738

Net gains on financial assets at fair value through profit or loss

336,267

 

137,220

 

162,933

 

6.b                                                                                                        Movements in the Partnership:

 

 

Unaudited

six months
to 30 September
2018

 

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Investment income

528

 

877

 

1,821

Rebates and donations

1,548

 

901

 

2,355

Expenses

(101)

 

(118)

 

(236)

Realised gains on financial assets at fair value through profit or loss

15,938

 

18,734

 

43,670

Movement in unrealised gains/(losses) on financial assets at fair value through profit or loss

23,331

 

(7,361)

 

(26,744)

(Losses)/gains on forward currency contracts

(15,741)

 

9,103

 

20,370

Gains/(losses) on foreign currency

3,803

 

(957)

 

(7,728)

Gains on financial assets at fair value through profit or loss

29,306

 

21,179

 

33,508

Distributions

(25,305)

 

(21,118)

 

(28,747)

Net gains on financial assets at fair value through profit or loss

4,001

 

61

 

4,761

 

7. CHARITABLE DONATIONS

 

The Group has an obligation to make a donation to charity of 0.3% of the total NAV of the Company calculated on a monthly basis. For the years ending 31 March 2017, 31 March 2018 and 31 March 2019 the Group has agreed that the charitable donations will not be less than £4,751,608. Any amount paid in excess of 0.3% of the total NAV of the Group in those years will be recovered by reducing the charitable donations in subsequent years if the NAV of the Group rises above £1,583,869,333. Half of the donation is made to The Institute of Cancer Research and the other half to The Syncona Foundation. The Syncona Foundation grants those funds to charities in proportions determined each year by shareholders of the Company.

 

 

During the period, accrued charitable donations amounted to £2,375,804 (September 2017: £2,375,804, March 2018: £4,751,608). As at 30 September 2018, £2,375,804 (September 2017: £2,375,804, March 2018: £4,751,608) remained payable.

 

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

 

              £'000

 

              £'000

 

              £'000

The Holding Company

8.a

896,128

 

433,463

 

488,347

The Partnership

8.b

509,711

 

600,460

 

576,174

 

 

1,405,839

 

1,033,923

 

1,064,521

 

8.a The net assets of the Holding Company

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Cost of the Holding Company's investment at the start of the period

325,510

 

180,479

 

180,479

Purchases during the period

71,514

 

90,940

 

120,091

Realised gain on transfer of assets

-

 

-

 

24,940

Cost of the Holding Company's investments at the end of the period

397,024

 

271,419

 

325,510

Net unrealised gains on investments at the end of the period

497,911

 

161,348

 

162,148

Fair value of the Holding Company's investments at the end of the period

894,935

 

432,767

 

487,658

Other current assets

1,193

 

696

 

689

Financial assets at fair value through profit or loss at the end of the period

896,128

 

433,463

 

488,347

 

 

8.b The net assets of the Partnership

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Cost of the Partnership's investments at the start of the period

376,993

 

460,046

 

460,046

Purchases during the period

20,524

 

67,049

 

95,524

Sales during the period

(103,894)

 

(101,462)

 

(209,070)

Return of capital

(6,268)

 

(9,076)

 

(13,177)

Net realised gains on disposals during the period

14,839

 

18,734

 

43,670

Cost of the Partnership's investments at the end of the period

302,194

 

435,291

 

376,993

Net unrealised gains on investments at the end of
the period

134,151

 

136,788

 

117,405

Fair value of the Partnership's investments at the
end of the period

436,345

 

572,079

 

494,398

Open forward currency contracts

933

 

3,979

 

1,511

Cash and cash equivalents

88,892

 

24,470

 

78,712

Cash collateral

5,430

 

-

 

-

Other current (liabilities)/assets

(21,889)

 

(68)

 

1,553

Financial assets at fair value through profit or loss at the end of the period

509,711

 

600,460

 

576,174

 

9. 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 2018.

 

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

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Charge relating to issue of new MES

273

 

2

 

4

Charge relating to previously issued MES

79

 

146

 

292

Charge related to revaluation of the liability for cash settled share awards

5,164

 

-

 

5,199

Total

5,516

 

148

 

5,495

 

 

 

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

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Share based payments - current

1,343

 

710

 

943

Share based payments - non-current

9,475

 

1,083

 

4,450

Total

10,818

 

1,793

 

5,393

 

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

 

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% 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 2018 was £1,260,000 (September 2017: £11,776, March 2018: £11,776).

 

The following MES outstanding are shown below:

 

 

    

Unaudited

six months
to 30 September
2018

 

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

Outstanding at start of the period

27,664,909

 

27,785,324

 

27,785,324

Awarded in the period

9,075,343

 

557,639

 

557,639

Lapsed

(54,727)

 

(38,296)

 

(678,054)

Realised

(163,991)

 

-

 

-

Outstanding at end of the period

36,521,534

 

28,304,667

 

27,664,909

Weighted average remaining contractual life of outstanding MES

2.62 years

 

3.25 years

 

2.75 years

Vested MES at the end of the period

7,230,521

 

-

 

6,781,629

Realisable MES at the end of the period

1,807,630

 

-

 

1,695,407

 

At 30 September 2018, if all MES were realised the number of shares issued in the Company would be 8,548,792 (September 2017: 4,620,436, March 2018: 4,620,436).

 

10. SHARE CAPITAL

 

A. Authorised Share Capital

The Company is authorised to issue an unlimited number of shares, which may have a par value. The Company is a 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 Account in accordance with The Companies (Guernsey) Law, 2008.

 

 

    

Unaudited

Ordinary Shares
at 30 September
2018

 

    

Unaudited

Ordinary Shares
at 30 September
2017

 

        

Audited Ordinary Shares at
31 March

2018

 

              £'000

 

              £'000

 

              £'000

Ordinary Share Capital

 

 

 

 

 

Balance at the start of the period

763,016

 

760,327

 

760,327

Scrip dividend shares issued during the period

3,021

 

2,689

 

2,689

Balance at the end of the period

766,037

 

763,016

 

763,016

 

 

    

Unaudited

Ordinary Shares
at 30 September
2018

 

    

Unaudited

Ordinary Shares
at 30 September
2017

 

    

Unaudited Ordinary Shares at
31 March

2018

 

           Shares

 

           Shares

 

           Shares

Ordinary Share Capital

 

 

 

 

 

Balance at the start of period

659,952,090

 

658,387,407

 

658,387,407

Scrip dividend shares issued during the period

1,249,383

 

1,564,683

 

1,564,683

Share based payment shares issued during the period

20,836

 

-

 

-

Balance at the end of the period

661,222,309

 

659,952,090

 

659,952,090

 

During the period £3,021,008 (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.

 

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.

 

 

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

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

Earnings for the purposes of earnings per share

£350,247,751

 

£149,315,501

 

£172,831,499

 

 

 

 

 

 

Basic weighted average number of shares

660,759,419

 

658,763,615

 

659,356,224

Basic revenue earnings per share

              1.51p

 

              1.83p

 

              0.78p

Basic capital earnings per share

            51.50p

 

            20.84p

 

            25.43p

Basic earnings per share

            53.01p

 

            22.67p

 

            26.21p

 

 

 

 

 

 

Diluted weighted average number of shares

669,308,211

 

664,471,801

 

663,980,947

Diluted revenue earnings per shares

              1.49p

 

              1.81p

 

              0.77p

Diluted capital earnings per share

            50.84p

 

            20.66p

 

            25.26p

Diluted earnings per share

            52.33p

 

            22.47p

 

            26.03p

 

Earnings are diluted for the six months to September 2018 due to the MES described in note 9.

 

D.  NAV per share

 

 

    

Unaudited

30 September
2018

 

    

Unaudited

30 September
2017

 

        

Audited
31 March

2018

Net assets for the purposes of NAV per share

£1,393,979,882

 

£1,032,172,609

 

£1,055,763,499

Ordinary Shares in issue

661,222,309

 

659,952,090

 

659,952,090

NAV per share

210.80p

 

156.40p

 

 159.98p

Diluted number of shares

669,771,101

 

665,047,678

 

664,572,526

Diluted NAV per share

208.13p

 

155.20p

 

158.86p

 

11. DISTRIBUTION TO SHAREHOLDERS

 

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

 

During the period ended 30 September 2018, the Company declared and paid a dividend of 2.3p per share amounting to £15,178,477 (September 2017: £15,142,910) relating to the year ended March 2018 (March 2017). The dividend was comprised of £12,157,469 cash (September 2017: £12,454,159) and a scrip dividend of £3,021,008 (September 2017: £2,688,751).

 

12. 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

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Investments with control

360,257

 

162,302

 

248,728

 

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

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Investments with significant influence

536,924

 

268,823

 

226,025

 

Investment Manager

For the period ended 30 September 2018 SIML was entitled to receive an annual fee of up to 1.10% (September 2017: 1.00%, March 2018: 1.00%) of NAV per annum.

 

 

 

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Amounts paid to BACIT

-

 

864

 

5,627

Amounts paid to SIML

3,808

 

2,904

 

5,778

 

 

Company Directors

At the period end the Company had seven Directors, all of whom served in a Non-Executive capacity. The Directors Jeremy Tigue, Nick Moss and Rob Hutchinson also serve as Directors of the General Partner. Thomas Henderson was a Director of BACIT until May 2018.

 

Nigel Keen is Chairman of the Investment Manager and receives a fee of £128,388 per annum, payable by the Investment Manager, in respect of his services to the Investment Manager.

 

Gian Piero Reverberi was appointed as Non-Executive Director with effect from 1 April 2018. Nick Moss was appointed as Senior Independent Director and Rob Hutchinson succeeded him as Chair of the Audit Committee with effect from 1 April 2018.

 

 

 

Directors' fees for period ended 30 September 2018, including outstanding Directors' fees at the end of the period, are set out below:

 

 

 

 

 

    

Unaudited

six months
to 30 September
2018

 

    

Unaudited

six months
to 30 September
2017

 

Audited year
to 31 March

2018

 

              £'000

 

              £'000

 

              £'000

Directors' fees for the period

178

 

70

 

219

Payable at end of period

-

 

-

 

-

 

The Syncona Foundation

50% of the charitable donations made by the Company are made 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 2018 was £2,375,804 (September 2017: £2,375,804, March 2018: £2,375,804).

 

During the period the Company extended its obligation to donate at least £2,375,804 to The Syncona Foundation in the financial year ending 31 March 2019.

 

13. FAIR VALUE MEASUREMENT

 

IFRS 13 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 2018, 30 September 2017 and 31 March 2018:

 

30 September 2018

        Level 1

 

        Level 2

 

        Level 3

 

            Total

Assets (unaudited)

           £'000

 

           £'000

 

           £'000

 

           £'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

 

30 September 2017

        Level 1

 

        Level 2

 

        Level 3

 

            Total

Assets (unaudited)

           £'000

 

           £'000

 

           £'000

 

           £'000

Financial assets at fair value through profit

or loss:

 

 

 

 

 

 

 

The Holding Company

-

 

-

 

433,463

 

433,463

The Partnership

-

 

600,460

 

-

 

600,460

Total assets

-

 

600,460

 

433,463

 

1,033,923

 

31 March 2018

        Level 1

 

        Level 2

 

        Level 3

 

            Total

Assets (audited)

           £'000

 

           £'000

 

           £'000

 

           £'000

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

The Holding Company

-

 

-

 

488,347

 

488,347

The Partnership

-

 

-

 

576,174

 

576,174

Total assets

-

 

-

 

1,064,521

 

1,064,521

 

 

The following table presents the Holding Company's financial assets and liabilities by level within the valuation hierarchy as at 30 September 2018, 30 September 2017 and 31 March 2018:

 

Asset type

Level

                30

   September             2018

           £'000

                30

   September

            2017

           £'000

                31

          March

            2018

           £'000

     Valuation     technique

Unobserved           inputs

   Key inputs

  Reasonable       possible

             shift

                +/-

    Change in      valuation

Relationship   of inputs to            value

Listed investment

1

542,547

174,647

133,475

Publicly  available  share price
at balance

sheet date

-

-

-

-

-

Price of latest funding round (investment made less than 12 months ago)

2

18,044

83,818

97,849

         Price of

            latest

         funding

            round

 

 

 

 

Observable inputs include recent valuation by independent third party investors. This price is not actively traded.

-

-

-

-

-

Price of latest funding round (investment made more than 12 months ago)

3

114,108

50,582

54,977

         Price of

            latest

         funding

            round

 

Unobservable inputs include management's assessment of the performance of the investee company, uplift in fair value and calculations of any impairment. For further information on valuation methodology, see note 2. The main unobservable input relates to the adjustments in fair value:

n/a

n/a

-

-

    The greater                the   assessment

                 of

   impairment, the lower the        fair value

Syncona Group companies

3

2,827

1,642

2,472

Net assets of        Syncona            Group     companies

Unobservable inputs include management's assessment of the Syncona Group companies, uplift in fair value and calculations of any impairment. Syncona Group companies are valued at net assets with any necessary adjustments for fair value.

n/a

n/a

-

-

    The greater                the   assessment

                 of

impairment, the lower the fair value

Investments valued on discounted cash flow forecasts

3

231,644

116,899

186,828

          Future         earnings        potential,    discount for           lack of   marketability        and time

        value of           money

Unobservable inputs include management's assessment of the performance of the investee company and calculations of any impairment. For further information on valuation methodology, see note 2. The main unobservable input relates to assessment of the future performance of the investee:

  Assessment   of the future   performance            of the

        investee

Discount rate

               2%

18,025

    The greater                the   assessment

                 of

performance, the higher the   fair value

USD exchange

rate

             10%

33,367

Adjusted price of latest funding round

3

6,486

5,179

10,607

         Price of

            latest

         funding

            round    adjusted by

management

Unobservable inputs include management's assessment of the performance of the investee company, uplift in fair value and calculations of any impairment. For further information on valuation methodology, see note 2. The main unobservable input relates to the adjustments in fair value:

n/a

n/a

-

-

    The greater                the   assessment

                 of

impairment, the lower the fair value

 

 

915,656

432,767

486,208

 

 

 

 

 

 

 

 

 

During the period ended 30 September 2018, a life science investment became a listed investment and has therefore moved from Level 2 to Level 1. This resulted in £319,918,380 transferring from Level 2 to Level 1.

 

The following table presents the movements in Level 3 investments of the Holding Company for the period ended 30 September 2018:

 

 

                   Life

            science     investments

 

              Wholly

              owned

              Group       companies

 

       Unaudited

six months to
30 September                   2018

 

       Unaudited

six months to
30 September                   2017

 

            Audited

         year to 31       March 2018

 

                £'000

 

                £'000

 

                £'000

 

                £'000

 

                £'000

Opening balance

241,805

 

2,472

 

244,277

 

205,316

 

205,316

Transfer to Level 3

9,853

 

-

 

9,853

 

(65,368)

 

(70,545)

Purchases

59,130

 

741

 

59,871

 

25,782

 

37,353

Gain/(loss) on financial assets at fair value through profit or loss

41,450

 

(386)

 

41,064

 

2,154

 

72,153

Closing balance

352,238

 

2,827

 

355,065

 

167,884

 

244,277

 

The net gain for the period included in the Statement of Comprehensive Income in respect of Level 3 investments of the Holding Company held at the period end amounted to £41,064,418 (September 2017: £2,153,505 gain, March 2018: £72,152,873 gain).

 

During the period ended 30 September 2018, the valuation of a life science investment was adjusted by management and has therefore moved from Level 2 to Level 3. This resulted in £9,853,250 transferring from Level 2 to Level 3.

 

 

 

 

The following table presents the Partnership's financial assets and liabilities by level within the valuation hierarchy as at 30 September 2018, 30 September 2017 and 31 March 2018:

 

 

Level

    Unaudited

                30

   September

 2018
£
'000

    Unaudited

                30

   September
2017
£
'000

        Audited

      31 March   2018
£
'000

     Valuation  technique

Unobserved           inputs

     Key input

  Reasonable possible shift                 +/-

    Change in  valuation

Relationship  of inputs to            value

Listed investments

1

102,685

191,276

162,084

Publicly   available  share price
at balance
sheet date

-

-

-

-

-

Listed investments

2

4,381

4,832

4,593

Publicly available
share price
at balance
sheet date

Inputs include share price at balance sheet date. This fund is not daily traded and therefore does not meet the definition of an active market.

n/a

n/a

-

-

    The greater

               the

  assessment

           of the    impairment,

the lower the       fair value.

Forward contracts

2

933

3,979

1,511

         Publicly        available       exchange          rates at          balance      sheet date

Inputs include different exchange rates used at different banking institutions. IFRS 13 specifically defines forward contracts as Level 2. Valuation is taken using publicly available exchange rates and calculating the asset value.

       Different       exchange          rates at      period end

n/a

-

-

    The greater         the GBP       exchange         rate, the     greater the        fair value

Unlisted fund investments

2

242,506

311,192

241,396

       Valuation   produced by              fund administrator.      Inputs into              fund   components         are from     observable            inputs

Inputs include assets administrator's assessment of the performance of the underlying funds. Valuation is taken from the fund administrator who has based the fund's fair value on observable inputs of underlying assets.

       Valuation            model   produced by             asset administrator

n/a

              10 %

-

    The greater       the asset administrator's valuation, the     greater the        fair value

Long-term unlisted investments

3

55,732

40,727

55,518

       Valuation        produced          by fund administrator

Inputs include asset administrator's assessment of the performance of the underlying funds. Valuation is provided by quarterly statements from each administrator. The administrator's valuation technique will use unobservable inputs, the main unobservable input relates to asset administrator's inputs into the valuation:

       Valuation            model   produced by             asset administrator

n/a

              10 %

-

    The greater                the    expectation        for future      profits, the   great the fair             value

CRT pioneer fund

3

32,839

24,052

30,807

       Valuation        produced          by fund administrator

Inputs include asset manager's assessment of the performance of the underlying investee companies. Valuation is provided by quarterly statements from the manager. The valuation is based on cost of investments, price of latest round of investments and discounted future cash flows. The valuation by the manager is updated to comply with Syncona accounting methodology as seen in note 2 of the Annual Report and Accounts for the year ended 31 March 2018. The main unobservable input relates to the asset manager's assessment of performance:

       Valuation            model   produced by             asset administrator

n/a

              10 %

-

    The greater                the    expectation        for future      profits, the     greater the      fair value.

 

 

439,076

576,058

495,909

 

 

 

 

 

 

 

13. FAIR VALUE MEASUREMENT

 

During the period ending 30 September 2018, one fund was moved from Level 1 to Level 2. This resulted in £4,380,623 transferring from Level 1 to Level 2 (September 2017: no transfers, March 2018: no transfers).

 

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 2018, the six months to 30 September 2017 and the year to 31 March 2018:

 

 

  CRT Pioneer  Fund

 

                Fund    investment

 

      Unaudited six months to 30 September

                2018                 Total

 

      Unaudited six months to 30 September                 2017                 Total

 

  Audited year    to 31 March                 2018                 Total

 

               £'000

 

               £'000

 

               £'000

 

               £'000

 

               £'000

Opening balance

30,807

 

55,518

 

86,325

 

60,860

 

60,860

Purchases

2,950

 

-

 

2,950

 

9,191

 

31,927

Return of capital

(918)

 

(5,350)

 

(6,268)

 

(9,076)

 

(13,177)

Gain on financial assets at fair value through profit or loss

-

 

5,564

 

5,564

 

3,804

 

6,715

Closing balance

32,839

 

55,732

 

88,571

 

64,779

 

86,325

 

The net gain for the period included in the Statement of Comprehensive Income in respect of Level 3 investments of the Partnership held at the period end amounted to £5,564,287 (September 2017: £3,803,501 gain, March 2018: £6,714,678 gain).

 

14. COMMITMENTS AND CONTINGENCIES

 

The Group had the following commitments as at 30 September 2018, 30 September 2017 and 31 March 2018:

 

 

     Unaudited

six months to 30 September 2018

 

     Unaudited

six months to 30 September
2017

 

Audited year
to 31 March 2018

 

              £'000

 

              £'000

 

              £'000

Life science portfolio

 

 

 

 

 

Milestone payments to life science companies

75,161

 

38,782

 

47,105

CRT Pioneer Fund

16,387

 

26,093

 

19,338

 

 

 

 

 

 

Fund investment

5,618

 

21,343

 

5,575

Total

97,166

 

86,218

 

72,018

 

There were no contingent liabilities as at 30 September 2018 (September 2017: nil, March 2018: nil).

 

15. SUBSEQUENT EVENTS

 

These Condensed Consolidated Financial Statements were approved for issuance by the Board on 21 November 2018. No material subsequent events have been noted.

 

 

GLOSSARY    

Company

 

Syncona Limited

 

 

 

BACIT

 

BACIT (UK) Limited

 

 

 

CRT Pioneer Fund

 

The Cancer Research Technologies Pioneer Fund LP

 

 

 

Fund Investment

 

The underlying investments in this segment are investments in a diversified portfolio of hedge, equity and long-term alternative investments funds across multiple asset classes.

 

 

 

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

 

Alternative Fund Investment Manager, role performed by Syncona Investment Management Limited

 

 

 

IRR

 

Internal Rate of Return

 

 

 

Life Science Portfolio

 

The underlying investments in this segment are those whose activities focus on actively developing products to deliver transformational treatments to patients.

 

 

 

MES

 

Management Equity Shares

 

 

 

NAV

 

Net Asset Value

 

 

 

Ongoing charges ratio

 

All general expenses plus the charitable donations of the Company, divided by the average weighted NAV of the Company.

 

 

 

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.

 

 

 

Total return

 

Movement in diluted NAV per share plus dividend per share

 

 

 

 

[1] Fully diluted, please refer to note 10 in the financial statements

[2] Please refer to the glossary in the financial statements

[3] Time weighted return

[4] Pool of fund investments plus cash net of liabilities

[5] Net of liabilities, please refer to total other net assets in the group portfolio statement

[6] Fully diluted, please refer to note 10 in the financial statements

[7] Please refer to the glossary in the financial statements

[8] Microperimetry measures visual function by gauging ability to detect light projected across a grid of 68 points across the macula, with comparisons to baseline treated eye and the untreated eye.

[9] Level of Factor IX, an essential clotting protein

[10] Fully diluted

[11] Please refer to the glossary in the financial statements

[12] Time-weighted return

[13] Net of liabilities, please refer to total other net assets in the group portfolio statement

[14] Equity hedge strategies and global macro funds

[15] private equity, infrastructure and private credit funds

[16] Syncona Partners original cost

[17] 14MG and Endocyte


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