LEI: 549300Q7EXQQH6KF7Z84
13
September 2024
RTW
Biotech Opportunities Ltd
Interim Report for the
period ended 30 June 2024
Achieving solid performance
in challenging markets with clear catalysts on the near
horizon
RTW Biotech Opportunities
Ltd (the "Group", "RTW Bio" or the "Company"), a London Stock
Exchange-listed investment company focused on identifying
transformative assets with high growth potential across the life
sciences sector, is pleased to announce its Interim Report for the
period ended 30 June 2024.
Financial highlights
The Group continued to achieve a
solid performance in challenging markets, with the NAV returning
+3.0% over the six-month period, demonstrating the strength of the
investment manager, the investment strategy and the portfolio. Key
highlights include:
RTW Biotech Opportunities
Ltd
|
Interim reporting period
(01/01/2024-30/06/2024)
|
Previous Interim reporting
period (01/01/2023-30/06/2023)
|
Admission
(30/10/2019) to
30/06/2024
|
Ordinary NAV
|
US$655.4
million
|
US$356.5
million
|
US$655.4
million
|
NAV per Ordinary Share
|
US$1.95
|
US$1.68
|
US$1.95
|
NAV
movement per Ordinary Share
|
+3.0%
|
+9.3%
|
+87.7%
|
Price per Ordinary Share
|
US$1.55
|
US$1.25
|
US$1.55
|
Share price return (i)
|
+10.1%
|
+2.9%
|
+48.6%
|
Benchmark returns (ii)
|
Russell 2000 Biotech
|
+1.7%
|
+5.3%
|
+6.5%
|
Nasdaq Biotech
|
+4.0%
|
-3.2%
|
+34.6%
|
Portfolio highlights:
·
Portfolio
Breakdown: As of 30 June 2024,
77.9% of NAV was invested in core portfolio companies (H1 2023:
50.7%), whilst 22.1% was invested in other public portfolio
companies (H1 2023: 30.8%) and 0% was held in cash plus assets and
current liabilities (H1 2023: 18%).
·
Two significant capital markets events:
In the period to 30 June 2024, there were two
capital markets events in the core
portfolio: one IPO, one reverse merger.
Core Portfolio:
·
14 new core portfolio companies added:
As of 30 June 2024, 14
new core portfolio companies have been added and no core public
portfolio exited in the period. New core portfolio companies
include five new privates, five positions acquired from Arix
Bioscience and four that were previously classified 'other
public'.
·
78% of NAV
invested in core portfolio companies: 78% of NAV has been invested in core portfolio companies
compared to 51% in the same period last year. This relates to 50
core portfolio companies in total - 30 private, two royalty and 18
public.
·
Core company
status: Nine out of 50 core
companies have commercial products. Eight out of 50 core companies
are pre-clinical. And 30 out of 50 core companies have clinical
programmes.
Core Public:
·
NAV performance
in the first half of 2024 driven by the core public
positions: Performance was driven
by Avidity Biosciences, the Group's largest portfolio holding.
In the period, its share price was up +351% after it reported
great data from two of its programs.
·
Avidity
Biosciences: In March, Avidity Biosciences, announced positive
long-term data showing reversal of disease progression in people
living with myotonic dystrophy type 1 (DM1), across multiple
endpoints. Having been impressed by Avidity's initial patient data, the FDA
supported using hand opening time, a sensitive and early marker of
change, as the primary endpoint for a Phase 3 trial. RTW
co-led an oversubscribed US$400m private
placement in March where the Group added to its
position.
·
New investment
and strategic collaboration for Bayer and JIXING
announced: In January, Bayer AG and
RTW Investments announced the US$162 million initial closing of a
Series D financing in JIXING. Bayer and JIXING concurrently
announced a new strategic collaboration focused on cardiovascular
diseases and ophthalmology in China.
·
Core public
investments accounted for 47% of NAV across eighteen
positions: The slight increase in
exposure reflects performance, the graduation of Kyverna and Lenz
to the public markets and the addition of Akero, Urogen, 89Bio and
Merus.
Core Private:
·
The core private
positions made a small contribution led by Numab:
Kyverna completed a successful IPO in February.
The gross multiple on invested capital (MOIC) on our initial
investment in Kyverna in November 2021 to the IPO was approximately
2.6x. Numab announced in May that Johnson & Johnson will
acquire its lead drug candidate for US$1.25bn. The Company's
holding value was increased by approximately 2.9x to reflect the
deal, which is expected to close in the second half.
·
Core private
investments accounted for 24% of NAV: 30 core private investments accounted for 24% of NAV as of 30
June 2024. The increase in exposure and number of investments in
the reporting period reflects the addition of five new private
positions (Obsidian, Santa Ana, Mirador, Hercules and BioAge)
alongside five new private investments from Arix (Ensoma, Evommune,
Depixus, Sorriso and Amplyx), less Kyverna, which went public via
an IPO and Lenz, which went public via a reverse merger with
Graphite Bio.
·
65 core private
investments since admission: On 30
June 2024, thirty of these positions had had liquidity events (i.e.
go-public or acquisition). The average holding period as private
was twelve months and the average MOIC to the liquidity event was
2.0x. Sixteen of these positions have either concurrently or
subsequently been exited in full at an average MOIC of
3.0x
Royalty and Other Public:
·
The royalty
positions and 'other public' positions both made small positive
contributions: Royalties accounted
for 7% of NAV across two investments: RTW's 4010 Royalty Fund and
RTW Royalty 2, which is a royalty deal based on the revenues of
Urogen's Jelmyto and UGN‐102. The Company's royalty investments are
performing well and provide a differentiated income stream that is
uncorrelated to equity markets. Further, in the current yield
environment and with the capital available to biotech companies
still relatively constrained, the risk adjusted returns are very
attractive and highly complementary to the rest of the
portfolio.
·
22% of the
Group's NAV is invested in "other publicly" listed companies, which
is approximately the same level as the start of the reporting
period.
Post Period-End Highlights
·
Artiva
Biotherapeutics IPO: On 19th July
2024, Artiva
Biotherapeutics (0.13% of NAV as of 30 June), a
clinical-stage biotechnology company focused on developing natural
killer (NK) cell-based therapies whose mission is to develop
effective, safe, and accessible cell therapies for patients with
devastating autoimmune diseases and cancers, had its initial public
offering (IPO), raising US$167 million. The company started trading
on the Nasdaq Global Market under the ticker symbol
'ARTV'.
Company highlights:
·
Improved share
price rating: The RTW share price
discount to NAV narrowed in the first half of the year,
particularly after the closing of the Arix transaction, as the
increased scale and liquidity attracted new buyers on top of the
considerable shareholder efforts made last year.
·
Share buyback
programme: In the reporting period,
the Company's share buyback programme bought back 10,253,791 shares
for a consideration of US$13,434,904. to help manage any short-term
changes in the shareholder base around the deal.
·
New Non-Executive Director appointed:
The increased scale of the Company following
strong performance and the Arix transaction has also allowed us to
appoint a new Non-Executive Director, Baroness Nicola Blackwood,
with considerable life sciences experience.
·
Investor Day
2024: After the success of last
year's event, RTW will host another Investor Day this year on
Monday 18th November at the offices of Deutsche Numis,
45 Gresham Street, London, EC2V 7BF. The event is for professional
investors only.
Roderick Wong, MD, Managing
Partner and Chief Investment Officer of RTW Investments LP, the
'Investment Manager' commented:
"We are very pleased to report the
Group achieved positive performance for the six months to 30 June
2024, with RTW's NAV up +3.0% compared with +1.7% for the Russell
2000 Biotech Index and +4.0% for the Nasdaq Biotech
Index.
"Performance since inception
remained significantly ahead of both the Nasdaq Biotech and Russell
2000 Biotech indices with RTW achieving a +87.7% NAV performance
since inception compared with +34.6% for the Nasdaq Biotech index
and +6.5% for the Russell 2000 Biotech index, over the same
periods.
"In addition, the discount narrowed in the first six months of the year,
particularly after the closing of the Arix deal with the share
price +10.1% and the NAV +3.0%. With continued NAV outperformance
versus the market and our peers, and with the sector continuing its
recovery, we expect the discount to narrow further from
here.
"This has been an intense period
of activity for the group, with 14 new core positions initiated, an
IPO for Kyverna Therapeutics and a reverse merger involving Lenz
Therapeutics and Graphite Bio. We have also seen some very
encouraging scientific data from the Group's largest holding,
Avidity Biosciences and other core positions including Apogee
Therapeutics and Tarsus Pharmaceuticals. Elsewhere, the Group has
participated in a number of financings including JIXING which also
saw the concurrent announcement of a new strategic collaboration
with Bayer.
"The market environment for the
biotech sector is improving and the opportunity set for stock
picking is encouraging. The sector's recovery is still early and
changes in interest rate expectations are adding periods of
volatility, but good data and good products are being rewarded. The
regulatory environment appears relatively sanguine. Drug pricing
reform is seemingly not at the top of the political agenda heading
into the US presidential election in November. Medical science
innovation is accelerating, and the FDA appears willing to support
it. Financing and M&A activities are improving overall, and
valuations are attractive. Lilly's US$3.2
billion acquisition of Morphic just after the end of the reporting
period could be a harbinger of things to come.
"As we look out to the second half
of 2024, we are excited by prospects for the biotech sector and
opportunities that the Group's scale, post-Arix acquisition,
presents."
For Further Information
RTW Investments, LP
|
+44 (0)20 7959
6361
|
Woody Stileman, Managing
Director
Krisha McCune, Director, Investor
Relations
|
|
Elysium Fund Management Limited
|
+44 (0)14 8181 0100
|
Joanna Duquemin Nicolle, Chief
Executive Officer
Sadie Morrison, Managing
Director
|
|
Deutsche Numis (Joint Corporate
Broker)
|
+44 (0)20 7260 1000
|
Freddie Barnfield
Nathan Brown
Euan Brown
|
|
BofA Securities (Joint Corporate
Broker)
|
+44 (0)20 7628 1000
|
Edward Peel
Alex Penney
|
|
Buchanan (PR & Communications
Adviser)
|
+44 (0)20
7466 5107
|
Charles Ryland
Henry Wilson
George Beale
|
|
Cadarn Capital (Distribution & IR
Partner)
|
+44 (0)73 6888 3211
|
David Harris
|
|
Morgan Stanley Fund Services USA LLC
|
+1 (914) 225 8885
|
About RTW Biotech Opportunities
Ltd: RTW
Biotech Opportunities Ltd (LSE: RTW & RTWG) is an investment
fund focused on identifying transformative assets with high growth
potential across the biopharmaceutical and medical technology
sectors. Driven by a long-term approach to support innovative
businesses, RTW Biotech Opportunities Ltd invests in companies
developing next-generation therapies and technologies that can
significantly improve patients' lives. RTW Biotech Opportunities
Ltd is managed by RTW Investments, LP, a
leading healthcare-focused
entrepreneurial investment firm with
deep scientific expertise and a strong track record of supporting
companies developing life-changing therapies.
Visit the website
at www.rtwfunds.com/rtw-biotech-opportunities-ltd for
more information.
RTW Biotech Opportunities Ltd ("RTW
Bio") is a life sciences and investment innovation fund focused on
identifying transformative assets with high growth potential across
the biopharma and medtech sectors. With the Group's capital and the
Investment Manager's expertise, we're powering medical
breakthroughs that will transform the wellbeing of people around
the world.
Highlights
30 June 2024 Financial
Highlights
US$655.4 million Ordinary NAV
30 June
2023: US$356.5 million
|
US$1.95
NAV per Ordinary Share
30 June
2023: US$1.68
|
+87.7%
Ordinary NAV growth since inception
30 June
2023: +61.5%
|
+48.6%
total shareholder return since admission
30 June
2023: +19.7%
|
+3.0%
Ordinary NAV per share growth YTD
30 June
2023: +9.3%
|
+10.1%
total shareholder return YTD
30 June
2023: +2.9%
|
1.04
Leverage
30 June
2023: 0.88
|
US$1.55
price per Ordinary Share ¹
30 June
2023: US$1.25
|
1 The share price was US$1.52 at 11 September 2024.
Portfolio Highlights in the period
2
significant capital markets events in the core portfolio¹: 1 IPO, 1
reverse merger
30 June
2023: 2 take-outs, 2 IPOs, 1 SPAC merger, 1 reverse merger, 2
announced strategic financings
|
14 new
core portfolio companies added,
no core
public portfolio exited in the period ²
30 June
2023: 5 added, 5 exited
|
78% of
NAV invested in core portfolio companies
30 June
2023: 51%
50 core
portfolio companies in total:
30
private, 2 royalty, 18 public
30 June
2023: 37 total; 27 private, 10 public
|
9/50
core companies have commercial products ³
8/50
core companies are pre-clinical ³
30/50
core companies have clinical programs ⁴
30 June
2023: 24/37
|
1 Core portfolio generally consists
of companies that were initially added to the portfolio as private
investments, reflecting the key focus of the Group's strategy. As
initially private investments continue to be held beyond IPO, the
core portfolio consists of both privately-held and publicly-listed
companies.
2 New core portfolio companies
include five new privates, five positions acquired from Arix
Bioscience and four that were previously classified "other
public".
3 Statistic was not measured at the
previous interim reporting period end.
4 One core company is a specialty
clinical laboratory offering testing services, and another is a
device company whose technology is based on magnetic force
spectroscopy that reveals biomolecular interactions; clinical
programs are not applicable.
Our
Purpose and Long-Term Strategy
Transforming the lives of millions
RTW's long-term strategy is anchored
in identifying sources of transformational innovations with
significant commercial potential by engaging in deep scientific
research and a rigorous idea generation process, which is
complemented by years of investment, company building, and both
transactional and legal expertise.
Identify
Identify transformational
innovations
RTW has developed expertise through
a comprehensive study of industry and academic efforts in targeted
areas of significant innovation. Thanks to the decoding of the
human genome, there is more clarity around the causes of disease.
Coupled with exciting new modalities that can address genetic
diseases in a targeted way, drug innovation is
accelerating.
Engage
Engage in deep research to unlock
value
RTW has developed repeatable
internal processes, combining technology and manpower to
comprehensively cover critical drivers of innovation across the
globe. We seek to identify, through rigorous scientific analysis,
biopharmaceutical and medical technology assets that have a high
probability of becoming commercially viable products, dramatically
changing the course of treatment, and bringing effective, or in
some cases, even fully curative outcomes to patients.
Build
Build new companies around promising
academic licences
RTW has capabilities to partner with
universities and in-license academic programs, by providing capital
and infrastructure to entrepreneurs to advance scientific programs.
Particularly in rare disease, there is often little existing
research and few treatment options, so forming a rare
disease-focused company is a way of shining a light on this space
and creating a roadmap to developing potentially curative
treatments.
Support
Support investments through the full
life cycle
A key part of RTW's competitive
advantage is the ability to determine at which point in a company's
life cycle we should support the target asset or pipeline. As a
full life cycle investor, RTW provides growth capital, creative
financing solutions, capital markets expertise, and guidance.
Taking a long-term, full life cycle approach and having an
evergreen structure enables us to avoid the pitfalls and structural
constraints of venture-only or public-only vehicles. RTW's focus is
on becoming the best investors and company builders we can be,
delivering exceptional results to shareholders and making a
positive impact on patients' lives.
Chair's Statement
Once again, I am pleased to report
that the Investment Manager ("RTW") has achieved a solid
performance for the Group. The Group's NAV returned +3.0% over the
six-month period, outperforming the Russell 2000 Biotech Index
("RGUSHSBT") and only narrowly underperforming the Nasdaq Biotech
Index ("NBI") which returned +1.7% and +4.0%, respectively. The
Group's NAV has beaten the returns of its biotech benchmarks over
one year and three years and, since admission in October 2019, the
Group's NAV has significantly outperformed them both, returning
+87.7% vs. +6.5% and +34.6% for the RGUSHSBT and the NBI. The
Company's share price has lagged NAV growth, however. With a +48.6%
return, it too has outpaced the benchmarks, but the shares fell to
a discount to NAV in 2022, alongside many of our peers, after
having traded at a small premium for most of the prior years since
admission. Pleasingly, the discount has
narrowed in the first half of the year, particularly after the
closing of the Arix transaction. The increased scale and liquidity
has attracted new buyers on top of the considerable shareholder
efforts made last year, which included a rebranding, a name change,
the initiation of a capital allocation plan, our first Capital
Markets Day and the addition of new joint corporate broker and an
investor relations and distribution partner.
H1
2024 Overview and Outlook
As always, there was plenty of
activity in the portfolio to report. One of the benefits of having
a full life cycle approach is that there are always opportunities
and events including private financing rounds, go-public events,
take-outs, clinical developments and royalty distributions. There
were two go-public events from core private positions in the first
half: Kyverna and Lenz. The average step up from holding value in
these two events was 1.4x and the average multiple on invested
capital was 1.8x. There was one take-out: Numab, a core private
position. A core private take-out is somewhat unusual, as biotech
M&A normally occurs in the more advanced public domain, but it
shows that large pharma companies are still active and keen to
acquire high quality assets wherever they are. It still being a
private position meant that the impact on the Group was less than it might have been had
it occurred after the company was public when we normally take
bigger positions, but it was a more than 2.6x uplift from the
holding value, which underlines the value of the portfolio's
private holdings.
There are always a handful of
material clinical events from our core public investments every
quarter that have the potential to drive the Group's returns. This
semi-annual period saw two such events from Avidity Biosciences
alone. Firstly, Avidity announced positive long-term data showing
reversal of disease progression in people living with myotonic
dystrophy type 1 (DM1), a progressive, and often fatal, disease. On
the back of this data, the FDA supported using a novel regulatory
endpoint for a Phase 3 trial, which could speed up the delivery of
this much needed therapy to patients, and Avidity completed an
oversubscribed private placement, which RTW co-led. This financing
and Avidity's share price performance elevated the position to the
top of the portfolio. Later in the period
under review, Avidity then announced
"unprecedented" data from its facioscapulohumeral muscular
dystrophy (FSHD) program, another muscular dystrophy with no
approved drugs that ends with patients in wheelchairs. Avidity's
share price was +351% in the first half, making it a very rewarding
investment from a shareholder perspective, all the way from our
original investment in their 2019 crossover round. Should Avidity
succeed through subsequent trials and regulatory approval, it will
also be a very rewarding investment from a patient impact
perspective.
The Company's royalty investments
are performing well and provide a differentiated income stream that
is uncorrelated to equity markets. Further, in the current yield
environment and with the capital available to biotech companies
still relatively constrained, the risk adjusted returns are very
attractive and highly complementary to the rest of the
portfolio.
At the end of the period, the Group
had fifty core portfolio holdings, a material increase from the
start of the year as several new private and public positions were
added on top of the new private positions from Arix. The core
portfolio now represents 78% of NAV, compared to 51% at the
previous interim period. The "other public" portfolio (a replica of
the long names held in RTW's private funds, devised to mitigate the
performance drag of setting aside cash for future deployment into
core positions) made up the remainder.
The market environment for the
biotech sector is improving and the opportunity set for stock
picking is encouraging. The sector's recovery is still early,
though. Changes in interest rate expectations are adding periods of
volatility, but good data and good products are being rewarded.
Medical science innovation is accelerating, and the FDA appears
willing to support it. Financing and M&A activities are
improving overall, and valuations are attractive. Despite this,
sector fund flows remain negative, as they have for several years,
although the pace has slowed considerably. Perhaps generalist
investors are waiting for the US presidential election to pass
before returning. Either way, the setup is good, so only a small
pivot away from Big Tech or the first obesity drug winners could
mean outsized flows into the small and mid-cap biotech
sector.
With a growing pipeline of
interesting opportunities at attractive valuations, our private
investing activity has returned to normal after a couple of years
when it was more optimal to focus on public market opportunities.
With market conditions improving, all parts of our full life cycle
portfolio are well positioned.
RTW Biotech Opportunities Ltd
continues to provide investors with exposure to the most innovative
and exciting parts of the healthcare sector via a range of public,
private and royalty investments. This full life cycle approach
gives our shareholders access to a wider range of investment
opportunities that would otherwise be hard to exploit, thus making
the Company a valuable core satellite holding alongside more
mainstream passive, fund or direct equity healthcare
exposures.
Arix Bioscience Integration, New Board Member &
Shareholder Activity
We are delighted to have completed
the acquisition of Arix Bioscience Plc's assets and welcome new
shareholders to our register. At the outset, the Arix transaction
was expected to be accretive, as the cancellation of shares
previously owned by Acacia would offset the transaction costs,
while the share conversion ratio was set on a NAV-for-NAV basis.
However, the Company's NAV appreciated materially versus Arix's
between the deal announcement and closure, leading to a small
dilution on closing, including the revaluation of Arix's private
positions. Despite this, we firmly believe that the deal rationale
has been vindicated and will continue to be so. The combination has
added capital and scale to our best-in-class platform. RTW Bio is
now one of the largest biotech investment companies quoted on the
London Stock Exchange and the increased scale, liquidity and
awareness has attracted several new buyers and helped narrow the
discount.
The increased scale of the Company
following strong performance and the Arix transaction has also allowed us to appoint a new Non-Executive Director
with considerable life sciences experience. Baroness Nicola
Blackwood is a leader in science and entrepreneurship. She is a
member of the House of Lords, and Chair of Genomics England and
Oxford University Innovation. Since 2023, she has been a
Supervisory Board member of the biotechnology company, BioNTech.
Nicola served as Minister for Innovation in the Department for
Health and Social Care under two Prime Ministers where she led on
Lifesciences, NHS Data and Digital Transformation, and Global
Health Security. She was the first female MP for Oxford and was
elected by MPs of all parties to Chair the Commons Science and Tech
Committee. She remains one of the youngest committee chairs in
British history and the only woman to have chaired the Commons
Science & Tech Committee. We are delighted to welcome Nicola,
believing that her contribution will help us further develop our
mission to harness innovation in biotech to the advantage of
patients and shareholders.
Around the time of the Arix
closing, the Board increased the previously announced share buyback
capacity by up to US$20 million, to help manage any short-term
changes in the shareholder base around the deal.
Any buybacks are considered against multiple
factors, most importantly, our core objective to deliver long-term
capital growth for shareholders. In total, to the end of the
reporting period, the Group had bought back 10,253,791 shares for a
consideration of US$13,433,717.
On behalf of the Board, I would like
to express our gratitude for your continued support and wish you
all the best for the remainder of 2024.
William Simpson
Chair of the Board of
Directors
RTW Biotech Opportunities
Ltd
12 September 2024
Report of the Investment
Manager
Executive
Summary
Since listing on the London Stock
Exchange in October 2019, the Group has grown the NAV attributable
to Ordinary Shareholders from US$168.0 million to US$655.4 million
as of 30 June 2024 and the NAV per Ordinary Share has increased by
87.7% from US$1.04 to US$1.95. Disappointingly, the share price has
not kept pace with NAV, returning +48.6%, as the shares fell to a
discount in early 2022 with both the Biotech and Investment
Companies sectors falling into bear markets. The discount narrowed
in the first six months of the year, particularly after the closing
of the Arix deal with the share price +10.1% and the NAV +3.0%.
With continued NAV outperformance versus the market and our peers,
and with the sector continuing its recovery, we would expect the
discount to narrow further.
Financial Highlights, Performance Drivers and Significant
Events
Table 1. Financial Highlights
RTW Biotech Opportunities
Ltd
|
Interim reporting period
(01/01/2024-30/06/2024)
|
Previous Interim reporting
period (01/01/2023-30/06/2023)
|
Admission
(30/10/2019)-
30/06/2024
|
Ordinary
NAV - start of period
|
US$399.3
million
|
US$326.1
million
|
US$168.0
million
|
Ordinary
NAV - end of period
|
US$655.4
million
|
US$356.5
million
|
US$655.4
million
|
NAV per
Ordinary Share - start of period
|
US$1.90
|
US$1.54
|
US$1.04
|
NAV per
Ordinary Share - end of period
|
US$1.95
|
US$1.68
|
US$1.95
|
NAV movement per Ordinary
Share
|
+3.0%
|
+9.3%
|
+87.7%
|
Price per
Ordinary Share - start of period
|
US$1.40
|
US$1.21
|
US$1.04
|
Price per
Ordinary Share - end of period
|
US$1.55
|
US$1.25
|
US$1.55
|
Share price return
(i)
|
+10.1%
|
+2.9%
|
+48.6%
|
Benchmark returns
(ii)
|
Russell
2000 Biotech
|
+1.7%
|
+5.3%
|
+6.5%
|
Nasdaq
Biotech
|
+4.0%
|
-3.2%
|
+34.6%
|
(i)
Total shareholder return
is an alternative performance measure
(ii)
Source: Capital IQ
RTW Investments, LP, the "Investment
Manager", a leading global healthcare-focused investment firm with
a strong track record of supporting companies developing
life-changing therapies, created the Group as an investment fund
focused on identifying transformative assets with high growth
potential across the biopharmaceutical and medical technology
sectors. Driven by deep scientific expertise and a long-term
approach to building and supporting innovative businesses, we
invest in companies developing transformative next-generation
therapies and technologies that can significantly improve patients'
lives while creating significant value for our
shareholders.
NAV performance in the first half of
2024 has been driven by the core public positions. This is how the
portfolio is designed to function. As full life cycle investors,
our belief is that the majority value creation in biotech happens
in the public market, however, it is valuable and important to
position oneself and build conviction before an IPO. Core public
position Avidity Biosciences is a case in point this reporting
period. We co-led the crossover round at the end of 2019 and
supported the IPO in 2020. Since then, the company experienced some
challenges until reporting great data from two of its programs this
year. The share price was +351% in the first half and we
co-led an oversubscribed US$400m private
placement in March where we added to our position.
Rocket, Immunocore and Cargo were
the largest detractors amongst the core public positions. Rocket's
progress towards its first approval for Kresladi, for the treatment
of LAD-1, was delayed after the FDA issued a complete response
letter requesting additional manufacturing information. The delay
should only be modest, and investors consider the program to be
financially immaterial. Immunocore reported melanoma data at ASCO
showing a disappointing sub-20% response rate. It is important to note that both
Rocket and Immunocore are multi-pipeline companies, so even if one
asset disappoints there are other shots on goal. There was no material fundamental news on Cargo, but with the
next catalyst not until 2025, the share price gave back much of the
gains it made since its IPO in November
2023.
The core private positions made a
small contribution led by Numab. Kyverna completed a successful IPO
in February. The gross multiple on invested capital (MOIC) on our
initial investment in Kyverna in November 2021 to the IPO was
approximately 2.6x. Numab announced in May that Johnson &
Johnson will acquire its lead drug candidate for US$1.25bn. The
Company's holding value was increased by approximately 2.9x to
reflect the deal, which is expected to close in the second
half.
The royalty positions and "other
public" positions both made small positive contributions. At the
outset, the Arix transaction was expected to be accretive, as the
cancellation of shares previously owned by Acacia would offset the
transaction costs, while the share conversion ratio was set on a
NAV-for-NAV basis. However, the Company's NAV appreciated
materially versus Arix's between the deal announcement and closure,
leading to a small NAV per share dilution on closing, including the
revaluation of Arix's private positions, which was finalised in the
second quarter. Artios, Evoimmune and
Ensoma increased in value, while we wrote down the values of
Depixus, Sorriso and Amplyx. We believe
the long-term benefits of the increase in scale and potential
future accretion of the acquired positions will far outweigh the
short-term costs.
Since admission, the Group has made
sixty-five core private investments. On 30 June 2024, thirty of
these positions had had liquidity events (i.e., go-public or
acquisition). The average holding period as private was twelve
months and the average MOIC to the liquidity event was 2.0x.
Sixteen of these positions have either concurrently or subsequently
been exited in full at an average MOIC of 3.0x
Table 2. Performance
breakdown in H1 2024
|
NAV contribution
%
|
Core
private
|
+0.5%
|
Core
public
|
+6.6%
|
Avidity Biosciences
+15.6%
|
|
Kyverna Therapeutics
+0.7%
|
|
Rocket Pharmaceuticals -3.6%
|
|
Immunocore -3.0%
|
|
Cargo Therapeutics -1.5%
|
|
Royalties
|
+0.6%
|
"Other
public"
|
+0.9%
|
Fees and
other MTD P&L
|
-1.1%
|
Arix
transaction and share buybacks
|
-4.5%
|
YTD return
|
3.0%
|
Following the Board's increase to
the share buyback program in January, there followed several
intra-month share buybacks throughout the period. In addition, the
intra-month acquisition of Arix Bioscience significantly increased
shares outstanding in mid-February. Due to these fluctuations in
weighted average shares outstanding during the period, and because
the Company's NAV is calculated on a monthly basis, the above
breakdown of NAV contributions by portfolio segment is an estimate
for the period 1 January to 30 June.
Key updates for Core
Portfolio companies during H1 2024:
Clinical & Commercial Milestones
§ In
March, Avidity Biosciences,
the Group's largest portfolio holding, announced positive long-term
data showing reversal of disease progression in people living with
myotonic dystrophy type 1 (DM1), across multiple endpoints. Having
been impressed by Avidity's
initial patient data, the FDA supported using hand opening time, a
sensitive and early marker of change, as the primary endpoint for a
Phase 3 trial.
§ In
March, Apogee Therapeutics
reported interim Phase 1 data supportive of best-in-class
convenience for its long-acting IL-13 antibody, a target that Eli
Lilly has validated for atopic dermatitis (AD).
§ In
March, Tarsus
Pharmaceuticals reported in their results announcement that
they saw sales from Xdemvy (the first and only FDA-approved
treatment to directly target demodex mites, the root cause of
demodex blepharitis) more than double consensus expectations in its
first full quarter since launch.
§ In
April, Lenz Therapeutics
announced positive topline data from its Phase 3 presbyopia trial,
which is expected to support a New Drug Application submission
later in 2024.
§ In
June, Avidity Biosciences
announced "unprecedented" AOC 1020 data from its Phase 1/2 clinical
trial. AOC 1020 is an investigational therapy that targets DUX4,
the root cause of facioscapulohumeral muscular dystrophy (FSHD).
Avidity plans to accelerate
initiation of registrational cohorts in its Phase 1/2
trial.
§ In
June, Rocket
Pharmaceuticals' progress toward its first approval for
Kresladi, for the treatment of LAD-1, was delayed after the FDA
issued a Complete Response Letter requesting additional
manufacturing information. In our view, the delay should be modest,
and the subsequent share price recovery suggests that the market
shares this view.
§ June:
Immunocore's melanoma data
showed a sub-20% response rate at ASCO.
§ In June
at ASCO, the premier oncology conference, Merus reported stunning
proof-of-concept data in combination with PD1 therapies for the
treatment of head and neck cancer. The data demonstrated a 60+%
response rate, further evidencing the drug's potential to redefine
front-line standard of care.
Financial Milestones
§ In
January, Bayer AG and RTW Investments announced the US$162 million
initial closing of a Series D financing in JIXING. Bayer and JIXING concurrently announced a new
strategic collaboration focused on cardiovascular diseases and
ophthalmology in China.
§ In
February, Kyverna
Therapeutics priced its $US319 million IPO and began trading
on Nasdaq Global Select Market under the ticker "KYTX". On the
first day of trading, Kyverna's share price traded up by
36.4% to close at $30.00 per share. The gross multiple on invested
capital (MOIC) on the initial investment in November 2021 to the
IPO was approximately 2.6x.
§ In
February, the Group participated in the US$170 million Series D
financing round of BioAge
Labs. The capital will be used to fund Phase 2 trials for
Azelaprag, an oral drug with the potential to increase weight loss
and prevent muscle loss when used together with a GLP.
§ In
March, Lenz Therapeutics
went public through the completion of a merger with Graphite Bio
and now trades on the Nasdaq Global Market under the ticker
"LENZ".
§ In
March, the Group participated in the Series A financing round of
Mirador Therapeutics,
raising over US$400 million for its launch. The Group has worked
with Mirador's team
previously, when they led Prometheus Biosciences to its acquisition by Merck
for US$10.8 billion in 2023.
§ In
April, the Group participated in the US$160.5 million Series C
financing round of Obsidian
Therapeutics, a clinical stage biotech pioneering engineered
cell and gene therapies.
§ In May,
the Group participated in Santa
Ana Bio's Series A financing round that raised $US168
million. Santa Ana is a
biotech company developing a pipeline of innovative therapeutics
and leveraging its multi-omics platform to unlock the full
potential of precision medicines.
§ In
June, the Group invested in its newest company creation, nicknamed
Hercules, one of the
largest biotech company creations of the year. Its clinical stage
pipeline includes an injectable GLP-GIP and an oral GLP in-licensed
from Hengrui, one of China's leading biopharma
companies.
§ In
June, Numab Therapeutics
announced that Johnson & Johnson will acquire its wholly owned
subsidiary, Yellow Jersey Therapeutics, for $US1.25 billion in
cash. Yellow Jersey Therapeutics holds the rights to Numab's NM26,
a first-in-class, bi-specific antibody targeting two clinically
proven pathways in atopic dermatitis, the most common inflammatory
skin disease.
Portfolio Breakdown and New
Investments
Core public positions are typically
investments that were added to the portfolio as private
investments, reflecting the key focus of the Group's strategy. Our
investment approach is defined as full life cycle and, therefore,
involves retaining private investments beyond their IPOs; hence the
core portfolio consists of both privately-held and publicly-listed
companies and royalty investments.
As of 30 June 2024, the Group's core
positions accounted for 78% of NAV (H1 2023: 51%) and included
fifty investments (H1 2023: 37) in private and public biotech and medtech companies and
royalty investments. We selected these investments based upon our
rigorous assessment of scientific, commercial potential and
valuations. Table 6 shows the top ten portfolio investments at the
end of the reporting period.
Core private investments accounted
for 24% of NAV at 30 June 2024 across thirty investments. The
increase in exposure and number of investments in the reporting
period reflects the addition of five new private positions
(Obsidian, Santa Ana, Mirador, Hercules and BioAge) alongside five
new private investments from Arix (Ensoma, Evommune, Depixus,
Sorriso and Amplyx), less Kyverna, which went public via an IPO and
Lenz, which went public via a reverse merger with Graphite Bio.
Core public investments accounted
for 47% of NAV across eighteen positions. The slight increase in
exposure reflects performance, the graduation of Kyverna and Lenz
to the public markets and the addition of Akero, Urogen, 89Bio and
Merus.
Royalties accounted for 7% of NAV
across two investments: RTW's 4010 Royalty Fund and RTW Royalty 2,
which is a royalty deal based on the revenues of Urogen's Jelmyto
and UGN‐102. The 4010 Royalty Fund is currently invested in two
royalty deals with Allurion Technologies and Avadel
Pharmaceuticals. These investments are cash generative, providing
life sciences exposure that is uncorrelated to the volatility of
the equity markets, and have limited scientific risk due to their
being typically constructed around commercial products.
22% of
the Group's NAV is invested in "other
public" listed companies, which is approximately
the same level as the start of the reporting period. The "other
public" portfolio segment is designed as a cash management strategy
to mitigate the drag of setting aside cash for future deployment
into core positions and to provide ready cash as needed for those
purchases. This portfolio segment has been carefully selected,
mostly matching, on a pro-rata basis, the long investments held in
our private funds, and generally rebalanced on a monthly basis. The
investments represented in this portfolio are similarly categorised
as innovative biotechnology and medical technology companies
developing and commercialising potentially disruptive and
transformational products.
As of 30 June 2024, our "full life
cycle" portfolio (see table 3) was diversified across treatment
modalities, therapeutic focus, clinical stage, and capital position
(i.e., equity and royalty) giving it multiple, differentiated
return levers and horizons. By constructing the portfolio in such a
way, investors get exposure to the most innovative parts of a
highly specialised sector with the explosive potential of companies
that successfully navigate clinical, regulatory or commercial
inflection points.
While the portfolio is still
majority invested in US-based companies, we are committed to adding
UK and EU investments in an effort to support the best assets
across the globe and help foster local biotech ecosystems. When we
first came to market in October 2019, we had zero exposure to the
UK, now two of our top ten positions are based in the UK:
Immunocore (public: "IMCR") and Artios (private).
Looking forward, we expect the
total portfolio sector allocation to remain close to 80%
biopharmaceutical assets and 20% medical technology assets. In line
with prospectus guidance, we anticipate two-thirds of new private
investments will be made in mid- to later-stage venture companies
and one-third focused on active company building around the
discovery and development or licensing and distribution of
promising assets. Royalty investments will be limited to
approximately 15% of NAV.
Table 3: A full life
cycle portfolio has multiple, differentiated return levers and
horizons
|
|
|
|
Private
20-40% of
NAV
|
Core Public
30-60%
|
Royalties
5-15%
|
Cash
0-30%
Management
("Other
Public")
|
5-20 most compelling
private investment opportunities per year.
|
The main portfolio driver
over the medium and long term.
|
Uncorrelated, cash
generative life sciences exposure with limited scientific
risk.
|
Innovative biotechs are
generally cash flow negative, requiring investment for clinical
trials and commercial launches. Therefore, a portion of the
portfolio is retained in cash and liquid investments, ready for
future financing rounds.
|
Majority invested in
mid-to-late-stage venture or crossover rounds
where we expect a go-public event within six to eighteen
months.
|
Biotech companies tend to
IPO at around $500m. As a result, much of the valuation realisation
occurs in the public markets. To capture as much value as possible,
it is expected that most private portfolio companies will be
retained after going public.
|
Royalty-backed launch
financing for newly approved life sciences products. In exchange
for an upfront payment, RTW receives quarterly cash payments based
on a negotiated percentage of the products'
sales.
|
Excess cash is invested in
the "other public" portfolio, designed to mitigate the drag of
setting aside cash for future deployment into core
positions.
|
As a leading US crossover
firm, RTW is sought out by the best private biotechs as they look
towards the public markets. We expect to lead about half of these
rounds, setting the terms and building the
syndicates.
|
Retention and subsequent
investment decisions subject to constant risk-reward
assessment.
|
Downside protection through
deal structuring
|
The "other public" assets
have been carefully selected, matching, on a pro-rata basis, the
long investments held in RTW's private funds.
|
About one third is invested
in early-stage venture and RTW company creations where we expect a
go-public event in three to five years.
|
Successful investments
could be held for 3-5 years with multiple value inflection points
along the way.
|
Expect to have principal
repaid within six years, then a harvest period. Term/return can be
capped or uncapped.
|
Ability to hedge individual
positions and use modest leverage.
|
Initial position size:
<2%.
|
Typical position size:
1-10%
|
|
|
Table 4. NAV capital
breakdown as of 30 June 2024 compared to 30 June
2023
Portfolio
grouping
|
% of NAV
30 June
2024
|
% of NAV
30 June
2023
|
Core
Private
|
24.3%
|
21.2%¹
|
Core
Public
|
47.1%
|
29.5%
|
Royalties
|
6.5%
|
0.5%¹
|
"Other
Public"
|
22.1%
|
30.8%
|
Available
Cash
|
-0.1%
|
18.0%
|
Total
|
100.0%
|
100.0%
|
1 At 30 June 2023, Royalties
exposure was included within Core Private.
Table 5. Investments added
to the core portfolio in the first half of 2024¹
Company name
|
Public/Private
|
Description
|
%
NAV
|
BioAge
Labs
|
Private
|
Harnessing the biology of human aging to
develop new therapies for obesity and other metabolic
diseases
|
0.3%
|
Hercules
|
Private
|
RTW new
company creation based on a pipeline of injectable GLP-GIP and oral
GLP drugs in-licensed from Hengrui Pharmaceuticals, one of China's
leading biopharma companies.
|
2.1%
|
Ensoma
Inc.²
|
Private
|
Genomic
medicines company developing one-time, in vivo treatments
that precisely engineer any cell of the hematopoietic system for
immuno-oncology, genetic disease and other therapeutic
applications.
|
2.5%
|
Evommune²
|
Private
|
Clinical
stage biotechnology company developing novel therapies to treat
immune-mediated chronic inflammatory diseases.
|
1.3%
|
Mirador
Therapeutics
|
Private
|
Next-generation precision medicine company focused on
immunology and inflammation.
|
0.2%
|
Obsidian
Therapeutics
|
Private
|
Clinical-stage biotech pioneering engineered cell and gene
therapies to deliver transformative outcomes for patients with
intractable diseases.
|
0.3%
|
Santa Ana
Bio
|
Private
|
Biotech
company developing innovative therapeutics and leveraging a
multi-omics platform to unlock the full potential of precision
medicines.
|
0.1%
|
|
Total
Private
|
|
6.8%
|
89Bio
Inc.
|
Public
|
Clinical-stage biopharmaceutical company developing
innovative therapies to treat patients with liver and
cardiometabolic diseases.
|
1.5%
|
Akero
Therapeutics
|
Public
|
Clinical-stage company developing treatments for patients
with serious metabolic diseases, including metabolic dysfunction-associated
steatohepatitis (MASH).
|
3.2%
|
Merus
Pharma
|
Public
|
Public,
clinical-stage oncology company developing full-length human
bispecific and trispecific antibody therapeutics with a broad
application for human disease, with a focus on head and neck
cancer.
|
0.4%
|
Urogen
Pharma
|
Public
|
Biopharmaceutical company developing treatments for people
living with urological cancers.
|
1.5%
|
|
Total
Public
|
|
6.6%
|
1 Includes new privates,
re-designations from "other public" to core public and material
Arix acquisition positions.
2
Arix-acquired position.
Figure 1. Core Portfolio exposure breakdown as a percentage
of NAV, adjusted to be out of 100%, by (A) Therapeutic Focus, (B)
Modality, (C) Clinical Stage and (D) Geography as of
30 June
2024. Therapeutic Focus, Modality and Geography do not include
royalty vehicles.
Table 6. Top ten core
portfolio positions as of 30 June 2024
Portfolio
Company
|
Description
|
Ticker
|
Therapeutic
Area
|
Clinical stage
of
lead
program
|
Expected
catalysts
|
% NAV
|
Avidity
Biosciences
|
Antibody
conjugated RNA medicines company. Lead program for myotonic
dystrophy.
|
RNA
|
Rare
Disease
|
Phase
3
|
Data in
Q3
|
19.2%1
|
Rocket
Pharmaceuticals
|
Gene
therapy platform company for rare paediatric diseases. Four
clinical programs for Fanconi anaemia, Danon, LAD, and
PKD
|
RCKT
|
Rare
Disease
|
Phase
3
|
BLA
filing in H2
|
8.1%
|
Artios
|
Developing breakthrough cancer treatments that target DNA
Damage Response pathways. RTW Bio position increased as part of
Arix transaction.
|
private
|
Oncology
|
Phase
2
|
Data in
Q3
|
5.3%
|
JIXING
|
RTW
incubated company focused on acquiring rights from innovative
therapies for development and commercialisation in
China.
|
private
|
Cardiovascular
|
Phase
3
|
Series
D 2024
|
5.0%
|
RTW
Royalty Fund
|
RTW
created private fund aimed at generating returns from rights to
royalty stream distributions from biopharma & medtech life
sciences companies.
|
private
|
Neurology
|
Commercial
|
Refile
MIST NDA Q3 2024
|
4.2%
|
Akero
|
Clinical-stage company developing treatments for patients
with serious metabolic diseases, including non-alcoholic
steatohepatitis.
|
AKRO
|
Metabolic
|
Phase
3
|
Data Q1
2025
|
3.3%
|
Ensoma
|
Genomic
medicines company developing one-time, in vivo treatments
that precisely engineer any cell of the hematopoietic system for
immuno-oncology, genetic disease and other therapeutic
applications.
|
private
|
Oncology
|
Preclinical
|
Data Q3
2025
|
2.5%
|
Tarsus
Pharma
|
Biotech
developing first-in-class therapeutics for ophthalmic
conditions.
|
TARS
|
Ophthalmology
|
Commercial
|
Launch
updates quarterly
|
2.5%
|
Immunocore
|
T-cell
receptor therapy company focused on oncology and infectious
disease.
|
IMCR
|
Oncology
|
Commercial
|
PRAME
data Q3 2024
|
2.5%
|
RTW
Royalty 2
|
RTW-Urogen royalty deal based on revenues of both Jelmyto and
UGN‐102
|
private
|
Oncology
|
Commercial
|
Quarterly sales updates
|
2.3%
|
1 Consists primarily of common
stock and pre-funded warrants.
Table 7. Core portfolio
positions greater than 50 bps, as of 30 June 2024 and 30 June
2023¹
Portfolio
Company
|
Private or
Public²
|
% of Group's net assets at
30/06/2024
|
% of Group's net assets at
30/06/2023
|
Avidity3
|
Public
|
19.2%
|
1.8%
|
Rocket
|
Public
|
8.1%
|
12.5%
|
Artios
|
Private
|
5.3%
|
0.2%
|
JIXING
|
Private
|
5.0%
|
7.3%
|
RTW
Royalty Fund
|
Private
|
4.2%
|
-
|
Akero
|
Public
|
3.3%
|
-
|
Ensoma
|
Private
|
2.5%
|
-
|
Tarsus
|
Public
|
2.5%
|
1.1%
|
Immunocore
|
Public
|
2.5%
|
7.3%
|
RTW
Royalty 2
|
Private
|
2.3%
|
4.0%
|
Apogee
|
Public
|
2.2%
|
0.6%
|
Hercules
|
Private
|
2.1%
|
-
|
Cargo
|
Public
|
1.6%
|
0.4%
|
89Bio
|
Public
|
1.5%
|
-
|
Urogen
|
Public
|
1.5%
|
-
|
Milestone³
|
Public
|
1.3%
|
2.5%
|
Evommune
|
Private
|
1.3%
|
-
|
Orchestra⁴
|
Public
|
1.2%
|
1.8%
|
Beta
Bionics
|
Private
|
1.2%
|
1.3%
|
Kyverna
|
Public
|
0.9%
|
0.5%
|
Lycia
|
Private
|
0.9%
|
0.3%
|
Numab
|
Private
|
0.9%
|
0.5%
|
Ancora
|
Private
|
0.9%
|
1.1%
|
NiKang
|
Private
|
0.8%
|
1.2%
|
GH
Research
|
Public
|
0.6%
|
1.0%
|
1 The aggregate exposure of names
below 50 bps, consisting of 26 positions, is 4.5% of the Group's
NAV.
2 Names
in which the fund owns both private and public securities of a
public company are categorised as public.
3 Includes
pre-funded warrants.
4 Includes shares held in the initial SPAC vehicle (HSAC2) that
merged with Orchestra in January 2023.
Table 8. RTW representation on
portfolio companies' boards as of 30 June 2024
Portfolio
Company ¹
|
RTW Board
Member
|
Artios
|
Chris
Liu
|
Depixus
|
Ovid
Amadi
|
Ensoma
|
Piratip
Pratumsuwan
|
Hercules
|
Gotham
Makker
|
JIXING
|
Rod Wong,
Peter Fong, Gotham Makker
|
Magnolia
|
Ovid
Amadi
|
Nikang
|
Chris
Liu
|
Rocket
|
Rod Wong,
Gotham Makker, Naveen Yalamanchi
|
Yarrow
|
Rod Wong,
Peter Fong, Gotham Makker
|
1 In aggregate these positions
represent 24% of the Group's NAV as at 30 June 2024.
Table 9. Top 5 "Other Public" portfolio segment holdings as
of 30 June 2024
Position
|
Ticker
|
% of NAV
|
Description
|
Madrigal Pharmaceuticals
|
MDGL
|
7.3%
|
Biopharmaceutical company focused on improving care for
patients with non-alcoholic steatohepatitis (NASH) and metabolic
dysfunction associated steatohepatitis (MASH).
|
Dyne Therapeutics
|
DYNE
|
5.7%
|
Biotechnology company developing
oligonucleotide therapies for rare diseases that affect muscle
tissue.
|
Stoke Therapeutics
|
STOK
|
2.4%
|
Clinical stage biotech developing
RNA treatments for severe genetic diseases.
|
Spyre Therapeutics
|
SYRE
|
1.4%
|
Developing potential best-in-class antibodies,
rational therapeutic combinations, and precision
immunology approaches to create efficacious and convenient
Inflammatory Bowel Disease (IBD) therapies.
|
Fulcrum Therapeutics
|
FULC
|
1.0%
|
Biotech company developing drugs to
treat genetically defined diseases by modulating gene
expression.
|
Private Portfolio Valuations
and Cash Runway Analysis
The core private, core public and
royalty positions are the foundation of the Group's strategy. They
are built on our rigorous assessment of the best investment
opportunities we can find. We have always been highly selective in
this area, focusing only on companies with both well-founded
science and attractive commercial opportunities. We have benefitted
from this discipline as we continue to emerge from a challenging
capital markets environment. We have a private portfolio that is
well-sized and well-funded.
As of 30 June 2024, the average cash
runway of our core private companies was approximately two years,
which provides them with sufficient time to focus on clinical
development plans. About one third have less than six months of
runway, two of which are RTW company creations, which is by design,
as RTW's funds have the flexibility to inject cash when necessary.
Of the remainder, only one is in a more challenging financial
position and has been written down in our portfolio to an
insignificant level, while others are working on various capital
raising solutions.
Which brings us to our private
valuations. The Board delegates valuation
of the portfolio to the Investment Manager. We hold our private company investments at 'fair value' i.e.,
the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants. This is assessed in accordance with US GAAP,
utilising valuation techniques consistent with the International
Private Equity and Venture Capital Guidelines including, but not
limited to, the income approach and the market approach. Valuations
are adjusted both during regular valuation cycles and on an ad hoc
basis in response to 'trigger events', which may include changes in
fundamentals, an intention to carry out an IPO, or changes to the
valuations of comparable public companies. Our valuation process
ensures that private companies are valued in both a fair and timely
manner.
The process is overseen at the
Investment Manager by the RTW Valuation Committee. The Committee is
supported by RTW's valuation team that is independent from the
investment team and receives advice from two independent
third-party valuation firms. The Committee approves valuations of
private company investments on a monthly basis and utilises the
analysis of an independent third-party valuation firm no less
frequently than twice a year in helping to determine the fair value
of each material private investment. The integrity of the valuation
process is overseen by the Audit Committee of the Board, which
conducts an independent review of the Investment Manager's
valuation policies and procedures. The valuations are also reviewed
twice per year by the Audit Committee as part of the interim and
annual reporting process and are subject to the scrutiny of
KPMG.
The core private positions have seen
a total of thirty-five valuation adjustments so far in 2024. In the
first half, twelve positions (not including the Arix positions)
were marked up by an average of 27% (excluding Numab, which was
marked up by 240% to reflect the deal with Johnson & Johnson,
the average was +7%); 10 positions were marked lower by an average
of 17%. The balance remained unchanged. 30% of the markdowns were
primarily driven by changes to relative comparables or market-based
inputs. 50% of the markups were primarily driven by comparables,
and 50% were primarily driven by idiosyncratic company performance,
a financing round or transaction. At the half year end, the average
time since the last third-party valuation was seven weeks and an
average of seventeen months had elapsed since the last financing
round.
Of the positions acquired from Arix,
we wrote up the values of Artios, Evommune
and Ensoma and we look forward to seeing them develop further in
the future. We wrote down the values of Depixus, Sorriso and Amplyx
which are immaterial in the context of the whole
portfolio.
We believe that the value of the
private portfolio is best demonstrated by go-public events or
transactions. In the first half of the year, the two such events
saw an average step up from our holding value to the event of
41.7%. The average MOIC to the event was 1.8x. This is consistent
with our historical averages (figure 3).
Figure 2. New private
investments, private liquidity events and private
MOIC
1
Liquidity event = IPO, SPAC merger, reverse merger, acquisition
from private
2
Multiple of Invested Capital ("MOIC") represents the ratio of total
value to the corresponding amount of total capital invested,
expressed
as a multiple. Gross MOIC is utilised, which is calculated
before giving effect to management fees, carried interest, taxes
and other
expenses, which would reduce performance and the rate of
return.
3 2024
liquidity events include one IPO and one reverse merger.
4 2024
new privates include BioAge, Mirador, Obsidian, Santa Ana Bio,
Hercules and two newly acquired Arix positions greater than
50bps.
Figure 3. Core private portfolio -
approximate cash runway as of 30 June 2024
Table 10. Private Valuation
Statistics for H1 2024
Statistic
|
H1 2024
|
Number of
revaluations
|
35
|
Average
time since last third-party valuation
|
7
weeks
|
Average
time since last financing round
|
1.4
years
|
Average
valuation change¹
|
+5.8%
|
Average
write-up¹
|
+26.6%
|
Average
write-down¹
|
-16.8%
|
Average
step-up to IPO price
|
41.7%
|
Average
MOIC to IPO price
|
1.8x
|
1 Does
not include positions acquired in the Arix transaction.
Sector Review and
Outlook
The Russell 2000 Biotech Index and
the Nasdaq Biotech Index returned +1.7% and +4.0% respectively in
the first half. Much of the first quarter continued the strong
recovery which started in November last year. Small caps
outperformed large caps and IPOs picked up materially. Public
financing activity was also strongly up on last year, especially
PIPEs (Private Investments in a Public Equity), which hit an
all-time high of US$7.8 billion raised in the quarter. Several
small acquisitions were announced. Johnson & Johnson's
acquisition of Ambrx and AstraZeneca's acquisition of Fusion
suggest that pharmas are still keen on Antibody Drug Conjugates
(ADCs) and radiotherapy. Both have the potential for more durable
pricing in the post Inflation Reduction Act world where Medicare
can negotiate the prices for selected high-cost drugs used in their
program. Sanofi and Gilead announced tuck-in acquisitions in rare
disease: Inhibrx and CymaBay, respectively. In medtech,
Boston Scientific announced the US$3.7 billion acquisition of
Axonics to add to its neuromodulation business. This was all
suggestive of a more normal market environment.
However, the start of the second
quarter saw the sector swoon once more as the Fed adjusted its
market signals in response to inflation data. Though painful, it
was not long-lived, and in June positive news from four closely
watched sector flag bearers boosted the sector. The FDA's Peter
Marks granted Sarepta's Duchenne gene therapy full approval despite
a failed Phase 3, standing firm on his push for regulatory
flexibility. Zealand reported competitive weight loss for
petrelintide, the most promising alternative to GLP1s. Argenx's
Vyvgart received approval for CIDP, its second blockbuster disease
indication. And Alnylam's Amvuttra cut the risk of adverse
cardiovascular outcomes by nearly 30% in its landmark TTR
cardiomyopathy Phase 3. All four companies posted strong
gains.
There were two US biotech IPOs in
the second quarter, bringing the year-to-date total to nine,
compared to twelve for the whole of last year. There were also
three M&A deals over US$1 billion in value, bringing the
year-to-date total to thirteen. Despite the quarter-over-quarter
slowdown after a bumper first quarter, the
year-over-year trend remains positive and public and private
financing rounds are significantly up year-over-year. Not all
financings are performing well after the event, however, so a
selective approach is needed, but the markets are rewarding
positive catalysts and companies can finance their pipelines on the
back of good news.
Figure 4: US Biopharma Financing
Market - IPOs and Follow-Ons
The public market is still digesting
the massive wave of new companies that went public in 2020 and
2021, many of which should probably not have done so. Twenty-eight
percent of US biotech companies with a market cap over US$10
billion trade at less than the cash on their balance sheets, and
about one third of Nasdaq-listed biotech companies have less than a
year of cash. Despite that, we are cautiously optimistic that the
IPO market will continue to improve through this year and into
next. Some will try to get ahead of the US election others may wait
until early next year. M&A may follow a similar pattern around
the election, but the fundamental reason for it remains unchanged
as large pharma companies need to replace their revenues lost to
patent cliffs. And with Lilly's and Novo's obesity drug profits
likely burning holes in their pockets, it seems possible or
probable that they may join the list of potential buyers for
quality assets. Lilly's US$3.2 billion acquisition of Morphic just
after the end of the reporting period could be a harbinger of
things to come.
Figure 5: Proportion of US, small-
and midcap biotech companies trading at less than cash on their
balance sheets at 30 June 2024
Figure 6: US biotech M&A deal
volumes and value
The regulatory environment appears
relatively sanguine. Drug pricing reform is seemingly not at the
top of the political agenda heading into the US presidential
election in November. That could change, but Biden's 2022 Inflation
Reduction Act may have drawn the sting, with Medicare given
authority to negotiate prices for prescription drugs that had been
expensive for the federal health program. The results of
negotiations for the first batch of drugs selected were announced
on 1st August and were better than worst case
expectations. Meanwhile, the FTC's gaze seems to have been averted
from pharma deals to Pharmacy Benefit Managers with a recently
published interim report assessing their impact on access to and
affordability of medicines. On the FDA side, we are encouraged that
it continues to show openness to novel regulatory endpoints that
can speed up getting compelling new products to patients. This is
particularly true in Peter Marks' Center for Biologic Evaluation
and Research (CBER) division, which recently announced another
initiative called the "Rare Disease Innovation Hub", which aims to
unify the agency's approach in a bid to speed up rare disease
medicines.
In summary, the overall backdrop for
stock picking continues to improve. Good data and good products are
getting rewarded. While rate changes continue to periodically
inject volatility, correlations overall have declined. The sector's
recovery is still in the early innings. Biotech fund flows remain
negative, -5% year to
date, suggesting a lack of retail interest and overall market
leadership is narrow and dominated by Big Tech and the GLP-1
leaders, Lilly and Novo. We are optimistic that attractive
valuations coupled with increasing new drug approvals set the
sector up well for when capital returns.
Key portfolio company events
post period end
On 19th July 2024, Artiva Biotherapeutics (0.13% of NAV as
of 30 June), a clinical-stage biotechnology company focused on
developing natural killer (NK) cell-based therapies whose mission
is to develop effective, safe, and accessible cell therapies for
patients with devastating autoimmune diseases and cancers, had its
initial public offering (IPO), raising US$167 million. The company
started trading on the Nasdaq Global Market under the ticker symbol
"ARTV".
RTW Investments, LP
12 September 2024
Strategy in Action
IMPACT FOCUS 1: Avidity
Biosciences
Learn more about Avidity
Biosciences,
Home - Avidity Biosciences
(www.aviditybiosciences.com)
NAV
19.2%
30 June 2023: 1.8%
Ticker
"RNA"
Portfolio company ownership
<1%
30 June 2023:
<1%
The
need
Myotonic dystrophy type 1 (DM1) is a
progressive and often fatal neuromuscular disease with no approved
therapies. More than 40,000 people are affected by DM1 in the U.S.
alone.
Facioscapulohumeral muscular
dystrophy (FSHD) is muscle-weakening condition marked by pain,
fatigue, and disability. FSHD affects approximately 16,000 to
38,000 people in the U.S. alone.
Duchenne muscular dystrophy (DMD) is
a genetic condition that is characterised by progressive muscle
damage and weakness. DMD primarily affects males, with 1 in 3,500
to 5,000 born with it.
Mission
Avidity Biosciences, Inc. is a
biopharmaceutical company committed to delivering a new class of
RNA therapeutics called Antibody Oligonucleotide Conjugates
(AOCs™). Avidity aims to revolutionise
healthcare by advancing RNA therapeutics that effectively target
underlying genetic causes of diseases. Utilising a proprietary AOC
platform, Avidity demonstrated the first successful delivery of RNA
into muscle tissue. They currently are in clinical development for
three rare muscle disorders.
Status
Avidity has been a part of the
Company's portfolio since November 2019 when the Company, together
with other investment vehicles managed by the Investment Manager,
led the Series C financing round and later went on to support
Avidity through its IPO. In March of this
year, Avidity announced positive long-term data showing reversal of
disease progression in people living with DM1 across multiple
endpoints.
In June, the company shared what
it called "unprecedented" Phase 1 data for its second program,
FSHD. Treatment improved muscle damage markers and increased
muscle strength. After some struggles the past couple years, second
generation RNA medicines are now delivering exciting
breakthroughs.
Next milestone
Duchenne Muscular Dystrophy Phase 1
data update expected in Q3 2024.
Duchenne muscular dystrophy patient
and trial participant quotes:
"I think that it's amazing that when
I was diagnosed, I was told there's no treatment, no cure. The
study has given me a lot of hope. I would love for that to be able
to be shared with other people in the community who have
DM1."
"My strength was better, my outlook
was better, my hands were working. I had more strength, and I could
stretch them out. I could open things and I could turn door knobs
and all these things that were harder."
"We are thrilled to support Avidity
in their effort to develop AOC 1001, a potentially first-in-class
and disease-modifying therapy for patients with myotonic
dystrophy. We also look forward to supporting
the Avidity team as they work towards clinical trials
execution for AOC 1001 and pipeline programs of antibody conjugated
oligonucleotides for rare neuromuscular diseases."
Piratip Pratumsuwan
Research Analyst and Managing
Director
RTW
Investments LP
IMPACT FOCUS 2: Merus
N.V.
Learn more about Merus
https://merus.nl/
NAV
0.4%
30 June 2023: 0.2% (in "other
public" portfolio)
Ticker
"MRUS"
Portfolio company ownership
<1%
30 June 2023: <1%
The
need
Head and neck squamous cell
carcinoma (HNSCC) describes a group of cancers that develop in the
squamous cells that line the mucosal surfaces of the mouth, throat,
and larynx. These cancers begin when healthy cells change and grow
in an unchecked manner, ultimately forming tumours. HNSCC is
generally associated with tobacco consumption, alcohol use and/or
HPV infections. It is the sixth most common cancer worldwide and it
is estimated that there were more than 930,000 new cases and over
465,000 deaths from HNSCC globally in 2020.1 The
incidence of HNSCC continues to rise and is anticipated to increase
by 30% to more than 1 million new cases annually by
20302, representing a potential US$3-4 billion global
commercial opportunity at peak sales, typically 4-6 years from
launch for an oncology drug.
Mission
Closing in on cancer. Merus is a
public, clinical-stage oncology company based in the Netherlands,
developing innovative full-length human bispecific and trispecific
antibody therapeutics, referred to as Multiclonics®,
with a broad application for human disease. Its lead program,
petosemtamab, is a novel bispecific antibody for head and neck
cancer that it believes could become a new standard of care for
patients with HNSCC.
Status
In May, Merus announced interim data
from its Phase 1/2 trial of petosemtamab in combination with
pembrolizumab, demonstrating a stunning 67% response rate. The
company also announced plans to initiate a Phase 3 registrational
trial of petosemtamab in combination with pembrolizumab, regardless
of HPV status, in first line, PD-L1 expressing, head and neck
cancer, which is expected to start by the end of 2024.
The company has also initiated a Phase 3
registrational trial of petosemtamab monotherapy in 2/3L
HNSCC.
Next milestone
Phase 1/2 update in Q3 2024 of
petosemtamab monotherapy in 2/3L HNSCC. The data could further
support that petosemtamab could become a new standard of care for
patients with HNSCC.
"We are impressed by the robust
clinical data of petosemtamab, Merus' lead bispecific antibody, in
head and neck cancer, a disease with high unmet medical need and
limited treatment options. We believe that petosemtamab has the
potential to transform the standard of care for patients with this
devastating cancer and are excited to follow the progress of the
ongoing and planned Phase 3 trials."
Chris Liu
Senior Research Analyst
RTW Investments
1 Sung et al. CA
Cancer J Clin, 71:209-49, 2021
2 Johnson,
D.E., Burtness, B., Leemans, C.R. et al. Head and
neck squamous cell carcinoma.
Nat Rev Dis Primers 6, 92 (2020)
The RTW
Foundation
The
Investment Manager's social commitment extends beyond the core
business.
Founded
in 2018 as the philanthropic arm of RTW Investments, LP, RTW
Foundation powers rare disease research, medical innovation, and
local community collaborations to improve the health of underserved
communities.
Mission:
To power community initiatives and scientific research to improve
the health of underserved populations.
Through
data-driven science, partnership collaboration, and meaningful
impact, the RTW Foundation seeks to fund research that helps
develop pathways for therapies for ultrarare diseases.
Research grants provide up to $150,000 of funding to conduct early-stage research.
The
Foundation also
builds partnerships with local organisations to advance health equity and
health access.
"One of
the hallmarks of our community partnerships is that we go beyond
just financial support. Our team truly engages with communities and
serves alongside our partners."
Rod
Wong
Chief
Investment Officer
RTW
Investments LP
Statement of Principal Risks and Uncertainties for the
Remaining Six Months of the year to 31 December
2024
As described in the Group's annual
consolidated financial statements for the year ended 31 December
2023, the Group's principal and emerging risks and uncertainties
include the following:
-
Failure to achieve investment
objective;
-
Unfavourable tax exposure;
-
Counterparty risk;
-
The Investment Manager relies on key
personnel;
-
Portfolio companies may be subject to
litigation;
-
Exposure to global political and economic
risks;
-
Clinical development and regulatory
risks;
-
Imposition of pricing controls for clinical
products and services;
-
Inflation;
-
Availability of capital;
-
Sustainability reporting; and
-
Liquidity risk.
The Board believes that these
risks are unchanged in respect of the remaining six months of the
year to 31 December 2024.
Further information in relation to
these principal risks and uncertainties may be found on pages 34 to
36 of the Group's annual report and audited consolidated financial
statements for the year ended 31 December 2023.
These inherent risks associated
with investments in the biotech and pharmaceutical sector could
result in a material adverse effect on the Group's performance and
value of the Ordinary Shares.
Risks are mitigated and managed by
the Board through continual review, policy setting and regular
reviews of the Group's risk matrix by the Audit Committee to ensure
that procedures are in place with the intention of minimising the
impact of the above-mentioned risks. The Board carried out a formal
review of the risk matrix at the Audit Committee meeting held on 30
July 2024. The Board relies on periodic reports provided by the
Investment Manager and Administrator regarding risks that the Group
faces. When required, experts will be employed to gather
information, including tax and legal advisers.
Statement of Directors'
Responsibilities
The Directors confirm to the best
of their knowledge that:
-
the unaudited interim consolidated financial
statements have been prepared in conformity with US generally
accepted accounting principles and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Group; and
-
the interim management report (which includes the
Chair's Statement, Report of the Investment Manager and Statement
of Principal Risks and Uncertainties) together with the unaudited
interim consolidated financial statements include a fair review of
the information required by:
a. DTR 4.2.7R of the
Disclosure Guidance and Transparency Rules, being an indication of
important events that have occurred during the first six months of
the financial year and their impact on the unaudited interim
consolidated financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
b. DTR 4.2.8R of the
Disclosure Guidance and Transparency Rules, being related party
transactions that have taken place during the first six months of
the financial year and that have materially affected the financial
position or performance of the Group during that period; and any
changes in the related party transactions described in the last
annual report that could do so.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Group's website
(https://www.rtwfunds.com/rtw-biotech-opportunities-ltd).
Legislation in Guernsey governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
By order of the Board
William Simpson
Chairman
12 September
2024
|
Paul Le Page
Director
12 September 2024
|
Independent Review Report to RTW
Biotech Opportunities Ltd
Conclusion
We have been engaged by RTW Biotech
Opportunities Ltd (the "Company") to review the consolidated
financial statements in the half-yearly financial report for the
six months ended 30 June 2024 of the Company and its subsidiary
(together, the "Group"), which comprises the unaudited interim
consolidated statement of assets and liabilities including the
unaudited interim consolidated condensed schedule of investments,
the unaudited interim consolidated statements of operations,
changes in net assets and cash flows and the related explanatory
notes.
Based on our review, nothing has
come to our attention that causes us to believe that
the consolidated financial statements in the half-yearly
financial report for the period ended 30 June 2024 do not give
a true and fair view of the financial position of the Group as at
30 June 2024 and of its financial performance and its cash flows
for the six month period then ended, in accordance with U.S.
generally accepted accounting principles and the Disclosure
Guidance and Transparency Rules ("the DTR") of the UK's Financial
Conduct Authority ("the UK FCA").
Scope of review
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 Review of Interim Financial
Information Performed by the Independent Auditor of the
Entity ("ISRE (UK) 2410") issued by the Financial Reporting
Council for use in the UK. A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. We read the other
information contained in the half-yearly financial report and
consider whether it contains any apparent misstatements or material
inconsistencies with the information in the consolidated financial
statements.
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.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Scope of review section of this report, nothing
has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or
that the directors have identified material uncertainties relating
to going concern that are not appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However future events or conditions may cause the Group and the
Company to cease to continue as a going concern, and the above
conclusions are not a guarantee that the Group and the Company will
continue in operation.
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 interim financial
report in accordance with the DTR of the UK FCA.
The consolidated financial
statements included in this interim report have been prepared in
accordance with U.S. generally accepted accounting
principles.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
Group and the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless liquidation is
imminent.
Our
responsibility
Our responsibility is to express to
the Company a conclusion on the consolidated financial
statements in the half-yearly financial report based on our
review. Our conclusion, including our conclusions relating to
going concern, are based on procedures that are less extensive than
audit procedures, as described in the scope of review paragraph of
this report.
The
purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the
Company in accordance with the terms of our engagement letter to
assist the Company in meeting the requirements of the DTR of the UK
FCA. Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this 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 reached.
Andrew J. Salisbury
For
and on behalf of KPMG Channel Islands Limited
Chartered Accountants
Guernsey
12
September 2024
Unaudited Interim Consolidated Statement of
Assets and Liabilities
as at 30 June 2024 and 31
December 2023
(Expressed in United States Dollars)
|
|
30 June 2024
(unaudited)
|
|
31 December 2023
(audited)
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments in securities, at fair value (cost at 30 June
2024: $443,811,113; 31 December 2023: $244,056,637)
|
|
577,548,507
|
|
367,611,231
|
Derivative contracts, at fair value (cost at 30 June 2024:
$58,029,782; 31 December 2023:
$6,271,193)
|
|
132,009,700
|
|
15,463,820
|
Cash and
cash equivalents
|
|
6,757,859
|
|
2,721,553
|
Due from
brokers
|
|
52,834,678
|
|
57,887,214
|
Receivable from unsettled trades
|
|
6,786,057
|
|
-
|
Other
assets
|
|
1,268,194
|
|
2,550,609
|
|
|
|
|
|
TOTAL ASSETS
|
|
777,204,995
|
|
446,234,427
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
Securities sold short, at fair value
(proceeds at
30 June 2024:
$15,969,628; 31 December 2023:
$1,399,242)
|
|
14,884,837
|
|
1,197,921
|
Derivative contracts, at fair value
(proceeds at
30 June 2024:
$nil; 31 December 2023:
$nil)
|
|
9,794,166
|
|
8,390,327
|
Due to brokers
|
|
67,433,468
|
|
5,329,681
|
Accrued expenses
|
|
803,864
|
|
2,293,541
|
TOTAL LIABILITIES
|
|
92,916,335
|
|
17,211,470
|
|
|
|
|
|
TOTAL NET ASSETS
|
|
684,288,660
|
|
429,022,957
|
|
|
|
|
|
NET
ASSETS attributable to Ordinary Shares (shares at
30
June 2024: 335,713,649; 31 December 2023:
210,635,347)
|
|
655,393,270
|
|
399,283,811
|
|
|
|
|
|
NET
ASSETS attributable to Non-Controlling Interest
|
|
28,895,390
|
|
29,739,146
|
|
|
|
|
|
NAV
per Ordinary Share
|
|
1.9522
|
|
1.8956
|
The unaudited interim consolidated
financial statements of the Group were approved and authorised for
issue by the Board of Directors on 12 September 2024 and signed on
its behalf by:
William Simpson
Paul Le Page
Chair
Director
See accompanying notes to the
unaudited interim consolidated financial statements.
Principles of consolidation
The unaudited interim
consolidated financial
statements include accounts of the Company consolidated with the
accounts of the Subsidiary. All inter-group balances have been
eliminated upon consolidation. The Subsidiary is incorporated in
Guernsey.
Non-Controlling Interest
An affiliate of the Investment
Manager, RTW Venture Performance LLC, holds an interest in the
Subsidiary. The Non-Controlling Interest captures both Performance
Allocation and mark to market movements on the New Performance
Allocation Share held by RTW Venture Performance LLC in the
Subsidiary. For the period ended 30 June 2024, $840,033 of the
income attributable to the Non-Controlling Interest was comprised
of mark to market movements of Notional Ordinary Shares (31
December 2023: $5,137,836), with $1,683,789 of the income related
to a reversal of uncrystallized performance allocation from
Ordinary Shareholders to the Performance Allocation Share Class (31
December 2023: allocation of $2,756,842).
Cash, cash equivalents, and restricted cash
Cash represents cash deposits held
at financial institutions. Cash equivalents include short-term
highly liquid investments of sufficient credit quality that are
readily convertible to known amounts of cash and have original
maturities of three months or less. Cash equivalents are carried at
cost plus accrued interest, which approximates fair value. Cash
equivalents are held for the purpose of meeting short-term
liquidity requirements, rather than for investment purposes. As at
30 June 2024 and 31 December 2023, the Group had no cash
equivalents.
Restricted cash is subject to a
legal or contractual restriction by third parties as well as a
restriction as to withdrawal or use, including restrictions that
require the funds to be used for a specified purpose and
restrictions that limit the purpose for which the funds can be
used. The Group considers cash pledged as collateral for securities
sold short, cash collateral posted with counterparties for
derivative contracts and further amounts due from brokers to be
restricted cash, as outlined in Note 3.
Fair value - definition and hierarchy
Fair value is defined as the price
that would be received to sell an asset or paid to transfer a
liability (i.e. the 'exit price') in an orderly transaction between
market participants at the measurement date.
In determining fair value, the Group
uses various valuation techniques. A fair value hierarchy for
inputs is used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs are to be used when
available. Observable inputs are those that market participants
would use in pricing the asset or liability based on market data
obtained from sources independent of the Group.
Unobservable inputs reflect the
Group's assumptions about the inputs market participants would use
in pricing the asset or liability based on the best information
available in the circumstances. The fair value hierarchy is
categorised into three levels based on the inputs as
follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Group has the ability to access. Valuation
adjustments are not applied to Level 1 investments. Since
valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these
investments does not entail a significant degree of
judgement.
Level 2 - Valuations based on
inputs, other than quoted prices included in Level 1, that are
observable, either directly or indirectly.
Level 3 - Valuations based on
inputs that are unobservable and significant to the overall fair
value measurement.
Investments in private investment
companies measured using net asset value as a practical expedient
are not categorised in the fair value hierarchy.
The availability of valuation
techniques and observable inputs can vary from investment to
investment and is affected by a wide variety of factors, including
the type of investment, whether the investment is new and not yet
established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgement. Those estimated values do not necessarily represent the
amounts that may be ultimately realised due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the investments existed.
Accordingly, the degree of judgement exercised by the Group in
determining fair value is greatest for investments categorised in
Level 3. In certain cases, the inputs used to measure fair value
may fall into different levels of the fair value hierarchy. In such
cases, for disclosure purposes, the level in the fair value
hierarchy within which the fair value measurement falls in its
entirety is determined based on the lowest level input that is
significant to the fair value measurement.
Fair value is a market-based measure
considered from the perspective of a market participant rather than
an entity-specific measure. Therefore, even when market assumptions
are not readily available, the Group's own assumptions are set to
reflect those that market participants would use in pricing the
asset or liability at the measurement date. The Group uses prices
and inputs that are current as of the measurement date, including
periods of market dislocation. In periods of market dislocation,
the observability of prices and inputs may be reduced for many
investments. This condition could cause an investment to be
reclassified to a lower level within the fair value
hierarchy.
Fair value - valuation techniques and
inputs
Investments in securities and securities sold
short
Listed investments
The Group values investments in
securities including exchange traded funds and securities sold
short that are freely tradable and are listed on a national
securities exchange or reported on the NASDAQ national market at
their closing sales price as of the valuation date. To the extent
these securities are actively traded and valuation adjustments are
not applied, they are categorised in Level 1 of the fair value
hierarchy. Securities traded on inactive markets or valued by
reference to similar instruments or where a discount may be applied
are categorised in Level 2 or 3 of the fair value
hierarchy.
Unlisted investments
Unlisted investments are valued at
fair value by the Directors following a detailed review and
appropriate challenge of the valuations proposed by the Investment
Manager. As part of their valuation process, the Investment Manager
engages Independent Valuers to challenge their assessed fair value
on certain unlisted investments. The Investment Manager's unlisted
investment valuation policy applies techniques consistent with the
IPEV Guidelines.
The valuation techniques applied are
either a market-based approach, an income approach such as
discounted cash flows, or where available, a net asset value
practical expedient approach. A combination of the valuation
techniques mentioned may also be utilised. The IPEV Guidelines
recognise that the price of a recent transaction, if resulting from
an orderly transaction, generally represents fair value as at the
transaction date and may be an appropriate starting point for
estimating fair value at subsequent measurement dates.
Consideration is given to the facts and circumstances as at the
subsequent measurement date including changes in the market and/or
performance of the investee company. Milestone analysis is used
where appropriate to incorporate operational progress at the
investee company level. In addition, a trigger event such as a
subsequent round of financing by the investee company would
influence the market technique used to calibrate fair value at the
measurement date. Where appropriate, a probability-weighted
expected return method ("PWERM") may be employed when different
potential outcomes (e.g. IPO, round of financing, stay private,
dissolution, etc.) are utilised to derive the value of investments
held.
The market approach utilises
guideline public companies relying on projected revenues and/or
earnings metrics to derive an indicative enterprise value. Due to
the nature of the investments, being in the early stages of
development, the projected revenues are
typically used as a proxy for stable state revenue. A selected
multiple is then applied based on the observed market multiples of
the guideline public companies. To reflect the risk associated with
the achievement of the projected financial metrics and the early
development stage of each of the investments, the indicative
enterprise value is discounted at an appropriate rate.
The income approach utilises the
discounted cash flow method. Projected cash flows for each
investment are discounted to determine the enterprise
value.
Where applicable, the indicative
enterprise value has been determined using a back-solve model based
on the pricing of the most recent round of financing. The internal
rate of return for each investment is compared to the selected
venture capital rate applied in the market approach to assess the
reasonableness of the indicated value implied by each financing
round. The derived enterprise value is allocated to the equity
class on either a fully diluted basis or using an option pricing
model. The resulting indicative value on a per share basis is then
multiplied by the number of shares to derive the fair market
value.
American depository receipts
The Group values investments in
American depositary receipts that are freely tradable and are
listed on a national securities exchange or reported on the NASDAQ
national market at their last reported sales price as of the
valuation date. These investments are categorised in Level 1 of the
fair value hierarchy.
Convertible notes
The Group values investments in
convertible notes in accordance with the unlisted investments
section above. As of 30 June 2024, these investments are all
categorised in Level 3 of the fair value hierarchy.
Convertible preferred stock
The Group values Level 1 investments
in convertible preferred stock that are listed on a national
securities exchange at their closing sales price as of the
valuation date. Level 2 investments in convertible preferred stock
are valued with certain adjustments to the underlying public stocks
closing sales price that is listed on a national securities
exchange. Level 3 investments in convertible preferred stock are
valued in accordance with the unlisted investments section above.
As of 30 June 2024, these investments are categorised in Level 2
and Level 3 of the fair value hierarchy.
Investment in private investment companies
The Group values investment in
private investment companies using the net asset values provided by
the underlying private investment companies as a practical
expedient. The Group applies the practical expedient to its private
investment companies on an investment-by-investment basis and
consistently with the Group's entire position in a particular
investment, unless it is probable that the Group will sell a
portion of an investment at an amount different from the net asset
value of the investment.
Private investment in public equity
Private investment in public equity
("PIPE") cannot be offered for sale to the public until the issuer
complies with certain statutory or contractual requirements. Such
securities traded on inactive markets or valued by reference to
similar instruments or where a discount may be applied are
generally categorised in Level 2. However, to the extent that
significant inputs used to determine liquidity discounts are
unobservable, PIPE may be categorized in Level 3 of the fair value
hierarchy.
Derivative contracts
Equity swaps
Equity swaps may be centrally
cleared or traded on the over-the-counter market. The fair value of
equity swaps is calculated based on the terms of the contract and
current market data, such as changes in fair value of the reference
asset. The fair value of equity swaps is generally categorised in
Level 2 of the fair value hierarchy.
Warrants
Warrants that are listed on major
securities exchanges are valued at their last reported sales price
as of the valuation date. The fair value of over-the-counter
("OTC") warrants is determined using the Black-Scholes option
pricing model, a valuation technique that follows the income
approach. This pricing model takes into account the contract terms
(including maturity) as well as multiple inputs, including time
value, implied volatility, equity prices, interest rates and
currency rates. Warrants are categorised in all levels of the fair
value hierarchy.
Contingent value rights
Contingent value rights that are not
traded on an organized facility are valued using a market approach
or such other analysis and information as the Group may
determine.
Fair value - valuation processes
The Group establishes valuation
processes and procedures to ensure that the valuation techniques
are fair and consistent, and valuation inputs are supportable. The
Group designates the Investment Manager's Valuation Committee to
oversee the entire valuation process of the Group's investments.
The Valuation Committee comprises various members of the Investment
Manager, including those separate from the Group's portfolio
management and trading functions, and reports to the
Board.
The Valuation Committee is
responsible for developing the Group's written valuation processes
and procedures, conducting periodic reviews of the valuation
policies, and evaluating the overall fairness and consistent
application of the valuation policies.
The Investment Manager's Valuation
Committee meets on a monthly basis or more frequently, as needed,
to determine the valuations of the Group's Level 3 investments.
Valuations determined by the Valuation Committee are required to be
supported by market data, third-party pricing sources,
industry-accepted pricing models, counterparty prices or other
methods they deem to be appropriate, including the use of internal
proprietary pricing models.
The Group periodically tests its
valuations of Level 3 investments by performing back-testing.
Back-testing involves the comparison of sales proceeds of those
investments to the most recent fair values reported and, if
necessary, uses the findings to recalibrate its valuation
procedures.
On a regular basis, the Group
engages the services of third-party valuation firms, the
Independent Valuers, to perform an independent review of the
valuation of the Group's Level 3 investments and the Group may
adjust its valuations based on the recommendations from the
Investment Manager's Valuation Committee.
Translation of foreign currency
Assets and liabilities denominated
in foreign currencies are translated into United States Dollar
amounts at the period end exchange rates. Transactions denominated
in foreign currencies, including purchases and sales of
investments, and income and expenses, are translated into United
States Dollar amounts on the transaction date. Adjustments arising
from foreign currency transactions are reflected in the unaudited
interim consolidated statement of operations.
The Group does not isolate that
portion of the results of operations arising from the effect of
changes in foreign exchange rates on investments from fluctuations
arising from changes in market prices of investments held. Such
fluctuations are included in net realised and change in unrealised
gain/(loss) on securities, derivatives and foreign currency
transactions in the unaudited interim consolidated statement of
operations.
Reported net realised gain/(loss)
from foreign currency transactions arise from sales of foreign
currencies; currency gains or losses realised between the trade and
settlement dates on securities transactions; and the difference
between the amounts of dividends, interest, and foreign withholding
taxes recorded on the Group's books and the United States Dollar
equivalent of the amounts actually received or paid.
Net change in unrealised gain/(loss)
from foreign currency translation of assets and liabilities arises
from changes in the fair values of assets and liabilities, other
than investments in securities at the end of the period, resulting
from changes in exchange rates.
Investment transactions and related investment
income
Investment transactions are
accounted for on a trade date basis. Realised gains and losses on
investment transactions have been calculated on a specific
identification method.
Dividends are recorded on the
ex-dividend date and interest is recognised on the accrual
basis.
Withholding taxes on foreign
dividends have been provided for in accordance with the Group's
understanding of the applicable country's rules and
rates.
Offsetting of amounts related to certain
contracts
Amounts due from and to brokers are
presented on a net basis, by counterparty, to the extent the Group
has the legal right to offset the recognised amounts and intends to
settle on a net basis.
The Group has elected not to offset
fair value amounts recognised for cash collateral receivables and
payables against fair value amounts recognised for derivative
positions executed with the same counterparty under the same master
netting arrangement. At 30 June 2024, the Group had cash collateral
receivables of $27,254,447 (31 December 2023: $23,793,429) (see
Note 3) with derivative counterparties under the same master
netting arrangement.
Income taxes
The Company and Subsidiary are
exempt from taxation in Guernsey and were each charged an annual
exemption fee of GBP1,200, which has increased to GBP1,600 per
annum with effect from 1 January 2024. The Group will only be
liable to tax in Guernsey in respect of income arising or accruing
from a Guernsey source, other than from a relevant bank deposit. It
is not anticipated that such Guernsey source taxable income will
arise. The Group is managed so as not to be resident in the UK for
UK tax purposes.
The Group recognises tax benefits
of uncertain tax positions only where the position is more likely
than not to be sustained assuming examination by a tax authority
based on the technical merits of the position. In evaluating
whether a tax position has met the recognition threshold, the Group
must presume the position will be examined by the appropriate
taxing authority and that taxing authority has full knowledge of
all relevant information. A tax position meeting the more likely
than not recognition threshold is measured to determine the amount
of benefit to recognise in the Group's unaudited interim
consolidated financial statements. Income tax and related interest
and penalties would be recognised as a tax expense in the unaudited
interim consolidated statement of operations if the tax position
was deemed to meet the more likely than not threshold.
The Investment Manager has
analysed the Group's tax positions and has concluded no liability
for unrecognised tax benefits should be recorded related to
uncertain tax positions. Further, management is not aware of any
tax positions for which it is reasonably possible the total amounts
of unrecognised tax benefits will significantly change in the next
twelve months.
The Company and the Subsidiary
each file income tax returns in the US federal jurisdiction and, as
applicable, in US state or local jurisdictions, or non-US
jurisdictions. Generally, the Group was subject to income tax
examinations by major taxing authorities for each tax period since
inception. Based on its analysis, the Group determined that it had
not incurred any liability for unrecognised tax benefits as
of 30 June 2024 or 31 December 2023.
Use
of estimates
Preparing unaudited interim
consolidated financial statements in accordance with US GAAP
requires management to make estimates and assumptions in
determining the reported amounts of assets and liabilities,
including the fair value of investments, and disclosure of
contingent assets and liabilities as of the date of the unaudited
interim consolidated financial statements and the reported amounts
of income and expenses during the reporting period. Actual results
could differ from those estimates.
2. Fair value measurements
The Group's assets and liabilities
recorded at fair value have been categorised based upon a fair
value hierarchy as described in the Group's significant accounting
policies in Note 1.
The following table presents
information about the Group's assets and liabilities measured at
fair value as of 30 June 2024:
|
|
Level 1
(unaudited)
|
Level 2
(unaudited)
|
Level 3
(unaudited)
|
Investments measured at net
asset value*
(unaudited)
|
Total
(unaudited)
|
|
|
|
|
|
|
Assets (at fair
value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in securities
|
|
|
|
|
|
|
Common stocks
|
337,441,584
|
843,434
|
858,866
|
-
|
339,143,884
|
|
Convertible preferred stocks
|
-
|
2,460
|
159,940,249
|
-
|
159,942,709
|
|
Investment in private
investment companies
|
-
|
-
|
-
|
47,392,818
|
47,392,818
|
|
American
depository receipts
|
19,518,508
|
-
|
-
|
-
|
19,518,508
|
|
Convertible notes
|
-
|
-
|
11,550,588
|
-
|
11,550,588
|
|
Total investments in
securities
|
356,960,092
|
845,894
|
172,349,703
|
47,392,818
|
577,548,507
|
|
Derivative contracts
|
|
|
|
|
|
|
Warrants
|
650
|
109,844,319
|
794,722
|
-
|
110,639,691
|
|
Equity swaps
|
-
|
20,552,050
|
-
|
-
|
20,552,050
|
|
Contingent value rights
|
-
|
-
|
817,959
|
-
|
817,959
|
|
Total derivative contracts
|
650
|
130,396,369
|
1,612,681
|
-
|
132,009,700
|
|
|
356,960,742
|
131,242,263
|
173,962,384
|
47,392,818
|
709,558,207
|
|
|
|
|
|
|
|
Liabilities (at fair
value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold short
|
|
|
|
|
|
|
Common
stocks
|
14,807,946
|
-
|
-
|
-
|
14,807,946
|
|
American
depository receipts
|
76,891
|
-
|
-
|
-
|
76,891
|
|
Total securities sold short
|
14,884,837
|
-
|
-
|
-
|
14,884,837
|
|
Derivative contracts
|
|
|
|
|
|
|
Equity swaps
|
-
|
9,794,166
|
-
|
-
|
9,794,166
|
|
Total derivative contracts
|
-
|
9,794,166
|
-
|
-
|
9,794,166
|
|
|
14,884,837
|
9,794,166
|
-
|
-
|
24,679,003
|
* The Group's investment in
private investment companies that are valued at their net asset
value are not categorised within the fair value
hierarchy.
The following table presents
information about the Group's assets and liabilities measured at
fair value as of 31 December 2023:
|
|
Level 1
(audited)
|
Level 2
(audited)
|
Level 3
(audited)
|
Investments measured at net
asset value*
(audited)
|
Total
(audited)
|
|
|
|
|
|
|
Assets (at fair
value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in securities
|
|
|
|
|
|
|
Common stocks
|
204,773,131
|
1,000,720
|
904,339
|
-
|
206,678,190
|
|
Convertible preferred stocks
|
1,854,238
|
2,836,628
|
73,189,264
|
-
|
77,880,130
|
|
Investment in private
investment companies
|
-
|
-
|
-
|
41,855,893
|
41,855,893
|
|
American
depository receipts
|
33,213,628
|
-
|
-
|
-
|
33,213,628
|
|
Convertible notes
|
-
|
-
|
7,983,390
|
-
|
7,983,390
|
|
Total investments in
securities
|
239,840,997
|
3,837,348
|
82,076,993
|
41,855,893
|
367,611,231
|
|
Derivative contracts
|
|
|
|
|
|
|
Equity swaps
|
-
|
7,475,802
|
-
|
-
|
7,475,802
|
|
Warrants
|
5,247
|
6,743,593
|
697,472
|
-
|
7,446,312
|
|
Contingent value rights
|
-
|
-
|
541,706
|
-
|
541,706
|
|
Total derivative contracts
|
5,247
|
14,219,395
|
1,239,178
|
-
|
15,463,820
|
|
|
239,846,244
|
18,056,743
|
83,316,171
|
41,855,893
|
383,075,051
|
|
|
|
|
|
|
|
Liabilities (at fair
value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold short
|
|
|
|
|
|
|
Common
stocks
|
1,146,920
|
51,001
|
-
|
-
|
1,197,921
|
|
Total securities sold short
|
1,146,920
|
51,001
|
-
|
-
|
1,197,921
|
|
Derivative contracts
|
|
|
|
|
|
|
Equity swaps
|
-
|
8,390,327
|
-
|
-
|
8,390,327
|
|
Total derivative contracts
|
-
|
8,390,327
|
-
|
-
|
8,390,327
|
|
|
1,146,920
|
8,441,328
|
-
|
-
|
9,588,248
|
* The Group's investment in
private investment companies that are valued at their net asset
value are not categorised within the fair value
hierarchy.
Transfers between Levels 2 and 3
generally relate to whether significant relevant observable inputs
are available for the fair value measurements in their entirety.
See Note 1 for additional information related to the fair value
hierarchy and valuation techniques and inputs. For the period ended
30 June 2024, the Group had net transfers into Level 2 of $nil from
Level 3 (for the year ended 31 December 2023: $161,322) and transfers into Level 1
of $3,411,345 from Level 3 due to conversion into publicly traded
common stocks (for the year ended 31 December 2023: $12,846,527).
Transfers between levels are deemed to occur at period/year
end.
The following tables summarise the
valuation techniques and significant unobservable inputs used for
the Group's investments that are categorised within Level 3 of the
fair value hierarchy as of 30 June 2024 and 31 December
2023:
|
|
Fair value at 30 June
2024
(unaudited)
|
Valuation
techniques
|
Significant unobservable
inputs
|
Range of
inputs
|
|
Assets (at fair
value)
|
|
|
|
|
|
Investments in securities
|
|
|
|
|
|
|
Convertible preferred stocks
|
63,845,966
|
Recent
transaction price
|
n/a
|
n/a
|
|
|
|
49,210,945
|
Discounted cash flow
|
WACC
|
13% -
40%
|
|
|
|
|
and/or
market approach
|
Revenue
multiples
|
1.8x -
4.0x
|
|
|
|
|
|
Market
rate of returns
|
(13)% -
15%
|
|
|
|
46,767,986
|
Probability-weighted expected return method
("PWERM")
|
WACC
Revenue multiples
Market step-up multiple
|
20% -
22%
4.0x
0.8x -
2.0x
|
|
|
|
|
Market
rate of returns
|
(25)% -
10%
|
|
|
|
|
Recovery
rate
|
50%
|
|
|
115,352
|
Liquidation value
|
n/a
|
n/a
|
|
Convertible notes
|
8,891,886
|
PWERM
|
Discount
rate
|
5.5% -
5.6%
|
|
|
|
|
|
Expected volatility
|
43% -
60%
|
|
|
|
2,288,429
|
Recent
transaction price
|
n/a
|
n/a
|
|
|
|
370,273
|
Discounted cash flow
|
WACC
|
30%
|
|
|
|
|
and/or
market approach
|
Revenue
multiples
|
4.0x
|
|
|
|
|
|
Market
rate of returns
|
(5)%
|
|
|
Common
stocks
|
758,053
|
Recent
transaction price
|
n/a
|
n/a
|
|
|
|
100,813
|
Market
approach
|
Revenue
multiples
|
0.6x -
0.7x
|
|
Total investments in
securities
|
172,349,703
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
|
|
|
Contingent value rights
|
817,959
|
Recent
transaction price
|
n/a
|
n/a
|
Warrants
|
775,184
|
Discounted cash flow
|
Expected
volatility
|
40%
|
|
|
and/or
market approach
|
|
|
|
|
and
option pricing model
|
|
|
|
19,538
|
PWERM
and
|
Expected
volatility
|
43%
|
|
|
option
pricing model
|
|
|
Total derivative
contracts
|
1,612,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. Securities sold short
The Group is subject to certain
inherent risks arising from its investing activities of selling
securities short. The ultimate cost to the Group to acquire these
securities may exceed the liability reflected in these unaudited
interim consolidated financial statements.
8. Risk factors
Some underlying investments may be
deemed to be highly speculative investments and are not intended as
a complete investment program. The Group is designed only for
sophisticated persons who are able to bear the economic risk of the
loss of their entire investment in the Group and who have a limited
need for liquidity in their investment. The following risks are
applicable to the Group:
Market risk
Certain events particular to each
market in which Portfolio Companies conduct operations, as well as
general economic and political conditions, may have a significant
negative impact on the operations and profitability of the Group's
investments and/or on the fair value of the Group's investments.
Such events are beyond the Group's control, and the likelihood they
may occur and the effect on the Group cannot be predicted. The
Group intends to mitigate market risk generally by investing in
Medtech and Biotech Companies in various
geographies.
Portfolio Company products are
subject to regulatory approvals and actions with new drugs, medical
devices and procedures being subject to extensive regulatory
scrutiny before approval, and approvals can be revoked.
The market value of the Group's
holdings in public Portfolio Companies could be affected by a
number of factors, including, but not limited to: a change in
sentiment in the market regarding the public Portfolio Companies,
the market's appetite for specific asset classes; and the financial
or operational performance of the public Portfolio
Companies.
The size of investments in public
Portfolio Companies or involvement in management may trigger
restrictions on buying or selling securities. Laws and regulations
relating to takeovers and inside information may restrict the
ability of the Group to carry out transactions, or there may be
delays or disclosure requirements before transactions can be
completed.
Equity prices and returns from
investing in equity markets are sensitive to various factors,
including but not limited to: expectations of future dividends and
profits; economic growth; exchange rates; interest rates; and
inflation.
Biotech/healthcare companies
The Portfolio Companies are
biotechnology and medical technology companies, which are generally
subject to greater governmental regulation than other industries at
both the state and federal levels. Changes in governmental policies
may have a material effect on the demand for or costs of certain
products and services.
Any failure by a Portfolio Company
to develop new technologies or to accurately evaluate the technical
or commercial prospects of new technologies could result in it
failing to achieve a growth in value and this could have a material
adverse effect on the Group's financial condition.
Portfolio Companies may not
successfully translate promising scientific theory into a
commercially viable business opportunity. Further, the Portfolio
Companies' therapies in development may fail clinical trials and
therefore no longer be viable.
Portfolio Company products are
subject to intense competition and there are many factors that will
affect whether the new therapies released by the Portfolio
Companies gain market share against competitors and existing
therapies.
Portfolio Companies may be newer
small and mid-size Medtech and Biotech
Companies. These companies may be more volatile and have less
experience and fewer resources than more established
companies.
Concentration risk
The Group may not make an investment
or a series of investments in a Portfolio Company that result in
the Group's aggregate investment in such Portfolio Company
exceeding 15 per cent. of the Group's gross assets, save for Rocket
for which the limit is 25 per cent. as stated in the Group's
Prospectus. Each of these investment restrictions will be
calculated as at the time of investment. As such, it is possible
that the Group's portfolio may be concentrated at any given point
in time, potentially with more than 15 per cent. of gross assets
held in one Portfolio Company as Portfolio Companies increase or
decrease in value following such initial investment. The Group's
portfolio of investments may also lack diversification among
Medtech and Biotech Companies and related
investments.
Concentration of credit risk
In the normal course of business,
the Group maintains its cash balances in financial institutions,
which at times may exceed US federal or UK insured limits, as
applicable. The Group is subject to credit risk to the extent any
financial institution with which it conducts business is unable to
fulfil contractual obligations on its behalf. Management monitors
the financial condition of such financial institutions and does not
anticipate any losses from these counterparties.
Counterparty risk
The Group invests in equity swaps
and takes the risk of non-performance by the other party to the
contract. This risk may include credit risk of the counterparty,
the risk of settlement default, and generally, the risk of the
inability of counterparties to perform with respect to
transactions, whether due to insolvency, bankruptcy or other
causes.
In an effort to mitigate such risks,
the Group will attempt to limit its transactions to counterparties
which are established, well capitalised and
creditworthy.
Liquidity risk
Liquidity risk is the risk that the
Group cannot meet its financial commitments as they fall
due. The Group's unquoted investments may have limited or no
secondary market liquidity so the Investment Manager maintains a
sufficient balance of cash and market quoted securities which can
be sold if needed to meet its commitments.
The Group's investments in quoted
securities may also be subject to sale restrictions on listing and
when the Investment Manager is subject to close periods or privy to
confidential information by virtue of their active involvement in
the management of portfolio companies.
Derivative transactions may not be
liquid in all circumstances, such that in volatile markets it may
not be possible to close out a position without incurring a loss.
The illiquidity of the derivatives markets may be due to various
factors, including congestion, disorderly markets, limitations on
deliverable supplies, the participation of speculators, government
regulation and intervention, and technical and operational or
system failures.
Foreign exchange risk
The Group will make investments in
various jurisdictions in a number of currencies and will be exposed
to the risk of currency fluctuations that may materially adversely
affect, amongst other things, the value of the Portfolio Company or
the Group's investment in such Portfolio Company, or any
distributions received from the Portfolio Company. Under its
investment policy, the Group does not intend to enter into any
securities or financially engineered products designed to hedge
portfolio exposure or mitigate portfolio risk as a core part of its
investment strategy.
9. Share
capital
During the period ended 30 June
2024, the Company share activity was as follows:
|
|
30 June
2024
(unaudited)
|
30 June
2024
(unaudited)
|
31 December
2023
(audited)
|
31 December
2023
(audited)
|
|
|
Number
of
Ordinary Shares
|
Number
of
Treasury Shares
|
Number
of
Ordinary Shares
|
Number
of
Treasury Shares
|
|
|
|
|
|
|
As at 1 January
|
|
210,635,347
|
1,753,791
|
212,389,138
|
-
|
Share issuance
|
|
133,578,302
|
-
|
-
|
-
|
Share
buyback
|
|
(8,500,000)
|
8,500,000
|
(1,753,791)
|
1,753,791
|
As at 30 June/31
December
|
335,713,649
|
10,253,791
|
210,635,347
|
1,753,791
|
During the period ended 30 June
2024, the Company bought back 8,500,000 (31 December 2023:
1,753,791) Ordinary Shares at an average price of US$1.33 (31
December 2023: $1.19) for a total cost of US$11,340,306 (31
December 2023: $2,093,411), including transaction costs of $22,681
(31 December 2023: $4,178). At the date of approval of these
consolidated financial statements, all 10,253,791 of repurchased
Ordinary Shares were held as treasury shares (31 December 2023:
1,753,791).
During the period ended 30 June
2024, the Company issued 181,901,165 new shares to facilitate the
acquisition of Arix Bioscience plc in an all‐share transaction for
$246,476,079 with associated issuance costs of $6,473,897. Of the
181,901,165 new shares, 48,322,863, with a value of $59,221,117,
were issued to the Group as existing shareholders of Arix
Bioscience plc, and were subsequently cancelled.
The details around this transaction are further
disclosed within the unaudited interim consolidated statement of
cash flows and within Note 1.
Ordinary Shares carry the right to
receive all income of the Company attributable to the Ordinary
Shares and to participate in any distribution of such income made
by the Company. Such income shall be divided pari passu among the
holders of Ordinary Shares in proportion to the number of Ordinary
Shares held by them.
Ordinary Shares shall carry the
right to receive notice of and attend and vote at any general
meeting of the Company, and at any such meeting on a show of hands,
every holder of Ordinary Shares present in person (includes present
by attorney or by proxy or, in the case of a corporate member, by
duly authorised corporate representative) and entitled to vote
shall have one vote, and on a poll, subject to any special voting
powers or restrictions, every holder of Ordinary Shares present in
person or by proxy shall be entitled to one vote for each Ordinary
Share, or fraction of an Ordinary Share, held.
On 1 December 2022, the Performance
Allocation Share held by RTW Venture Performance LLC was
surrendered in exchange for a New Performance Allocation Share
issued by the Subsidiary. The New Performance Allocation Share
issued by the Subsidiary has identical terms to the original
Performance Allocation Share issued by the Company. From 1 December
2022, the Performance Allocation Amount is now allocated at the
Subsidiary level, and is presented in the Group's financial
statements as part of the Non-Controlling Interest. The sole New
Performance Allocation Share is held by RTW Venture Performance
LLC. As at 30 June 2024, there were no Performance Allocation
Shares of the Company in issue (31 December 2023: nil) and one New
Performance Allocation Share of the Subsidiary in issue (31
December 2023: one).
New Performance Allocation Shares of
the Subsidiary carry the right to receive, and participate in, any
dividends or other distributions of the Subsidiary available for
dividend or distribution. New Performance Allocation Shares are not
entitled to receive notice of, to attend or to vote at general
meetings of the Company or the Subsidiary.
For all share classes, subject to
compliance with the solvency test set out in the Companies Law, the
Board may declare and pay such annual or interim dividends and
distributions as appear to be justified by the position of the
Group. The Board may, in relation to any dividend or distribution,
direct that the dividend or distribution shall be satisfied wholly
or partly by the distribution of assets, and in particular of
paid-up shares or reserves of any nature as approved by the
Group.
10. Related party
transactions
Management Fee
The Investment Manager receives a
monthly management fee, in advance, as of the beginning of each
month in an amount equal to 0.104% (1.25% per annum) of the net
assets of the Group (the "Management Fee"). For purposes of
determining the Management Fee, private investments will be valued
at the fair value. The Management Fee will be prorated for any
period that is less than a full month. The Management Fees charged
for the period ended 30 June 2024 amounted to $3,436,352
(period ended 30 June 2023: $2,115,840) of which $nil (31
December 2023: $nil) was outstanding at the period end.
Performance Allocation
The Performance Allocation Share
held by RTW Venture Performance LLC was surrendered in exchange for
a New Performance Allocation Share issued by the Subsidiary. The
New Performance Allocation Share issued by the Subsidiary has
identical terms to the original Performance Allocation Share issued
by the Company.
In respect of each Performance
Allocation Period, the Performance Allocation Amount shall be
allocated at the Subsidiary level and disclosed on the Group's
financial statements within the Non-Controlling Interest, subject
to the satisfaction of a hurdle condition.
The Performance Allocation Amount
relating to the Performance Allocation Period, which is calculated
solely at the Subsidiary, is an amount equal to:
((A-B) x C) x 20 per
cent.
where:
A
is the Adjusted Net Asset Value per Ordinary Share on
the Calculation Date, adjusted by:
adding back (i) the total net
Distributions (if any) per Ordinary Share (whether paid, or
declared but not yet paid) during the Performance Allocation
Period; and (ii) any accrual for the Performance Allocation for the
current Performance Allocation Period reflected in the Net Asset
Value per Ordinary Share; and deducting any accretion in the Net
Asset Value per Ordinary Share resulting from either the issuance
of Ordinary Shares at a premium or the repurchase or redemption of
Ordinary Shares at a discount during the Performance Allocation
Period;
B
is the Adjusted Net Asset Value per Ordinary Share at
the start of the Performance Allocation Period; and
C
is the time weighted average number of Ordinary
Shares in issue during the Performance Allocation
Period.
The Hurdle Amount represents an 8
per cent. annualised compounded rate of return in respect of the
Adjusted Net Asset Value per Ordinary Share from the start of the
initial Performance Allocation Period through the then current
Performance Allocation Period.
The Performance Allocation Share
Class can elect to receive the Performance Allocation Amount in
Ordinary Shares, cash, or a mixture of the two, subject to a
minimum 50% as Ordinary Shares. The Performance Allocation Share
Class entered into a letter agreement dated 21 April 2020, pursuant
to which the Performance Allocation Share Class agreed to defer
distributions of Ordinary Shares that would otherwise be
distributed to the Performance Allocation Share Class no later than
30 business days after the publication of the Group's audited
annual consolidated financial statements. Under that letter
agreement, such Ordinary Shares shall be distributed to the
Performance Allocation Share Class at such time or times as
determined by the Boards of Directors of the Group.
The Group will increase or decrease
the amount owed to the Performance Allocation Share Class based on
its investment exposure to the Group's performance had such
Performance Ordinary Shares been so issued. The Performance
Allocation Amount for the period ended 30 June 2024 includes the
residual, undistributed Performance Allocation Amounts from prior
years that were previously converted into a total of 14,228,208
Notional Ordinary Shares. These Notional Ordinary Shares are
subject to market risk alongside the Ordinary Shares and incurred a
mark to market gain of $840,033 in 2024 (31 December 2023: mark to
market gain of $5,137,836), which is included in Performance
Allocation within the unaudited interim consolidated statement of
changes in net assets. There was a reversal of uncrystallized
performance allocation from Ordinary Shareholders to the
Performance Allocation Share Class of $1,683,789 related to the
Group's performance in the period (31 December 2023: allocation of
$2,756,842).
Until the Group makes a distribution
of Ordinary Shares to the Performance Allocation Share Class, the
Group will have an unsecured discretionary obligation to make such
distribution at such time or times as the Board of Directors of the
Group determines. RTW Venture Performance LLC has agreed to the
deferral of the distributions of the Subsidiary's Ordinary Shares
in connection with its own tax planning. The Group does not believe
that the deferral of such distributions to the Performance
Allocation Share Class will have any negative effects on holders of
Ordinary Shares.
RTW Venture Performance LLC, an
affiliate of the Investment Manager is a member of the Performance
Allocation Share Class and will therefore receive a proportion of
the Performance Allocation Amount. For the period ended 30 June
2024, the Board did not approve a cash distribution to the
Performance Allocation Share Class (period ended 30 June 2023:
$nil. At the period end,
the Performance Allocation Share Class of the Subsidiary is
reflected within the Non-Controlling Interest balance of
$28,895,390 (31 December 2023: $29,739,146).
The Investment Manager is also
refunded any research costs incurred on behalf of the
Group.
On 6 July 2023, the Group signed a
$25,000,000 commitment to 4010 Royalty
Fund, a private fund created and managed by RTW Investments, LP.
The Group subsequently funded $23,892,852 of this commitment on 20
July 2023 and had a remaining commitment of $1,107,148 at 30 June
2024. No management or performance fees are charged to the Group at
the 4010 Royalty Fund.
Director fees and interests
One of the Directors of the Group,
Stephanie Sirota, is also a partner and the Chief Business Officer
of the Investment Manager.
As at 30 June 2024, the number of
Ordinary Shares held by each Director was as follows:
|
|
|
30 June
2024
(unaudited)
|
31 December
2023
(audited)
|
|
|
|
Number
of Ordinary Shares
|
Number
of Ordinary Shares
|
|
|
|
|
|
William Simpson
|
|
|
200,000
|
200,000
|
Paul Le Page
|
|
|
128,000
|
128,000
|
William Scott
|
|
|
400,000
|
350,000
|
Stephanie Sirota
|
|
|
1,010,000
|
1,010,000
|
Roderick Wong is a major
shareholder and a member of the Investment Manager. Roderick Wong
serves on the boards of the following investments: Rocket, Ji Xing,
and Yarrow Biotechnology. As at 30 June 2024, he held 38,636,606
Ordinary Shares in the Group (11.51% of the Ordinary Shares in
issue) (31 December 2023: 29,693,872, 14.10% of the Ordinary Shares
in issue).
The total Directors' fees expense
for the period amounted to $117,976 (30 June 2023: $87,798) of
which $67,677 was outstanding at 30 June 2024 (31 December 2023:
$50,369) and is included within accrued expenses.
All of the Directors of the
Company are also directors of the Subsidiary and each has served
since the Subsidiary's incorporation on 23 November
2022.
Incubated Companies
The group invests in RTW incubated
companies. Incubated companies are those portfolio companies
that are formed and supported by RTW ("Incubated Companies").
Incubated Companies generally are small, emerging companies that
are unseasoned, unprofitable and/or have no established operating
history or earnings. These companies may also lack technical,
marketing, financial and other resources or may be dependent upon
the success of one product or service or the effectiveness of RTW
and its management team.
Employees of RTW and employees of
certain RTW affiliates are expected to serve as executives,
officers, directors, members, consultants or employees of such
companies. These individuals are eligible for compensation in the
Incubated Companies in the form of founder shares or other forms of
company securities. Certain RTW employees who perform specific
executive functions for such Incubated Companies may also receive
cash compensation directly or indirectly from those companies. For
the avoidance of doubt, these employees do not receive such
compensation from both RTW and the Incubated Company. These
employees receive 100% of their compensation from RTW and RTW
charges back to the Incubated Company for the applicable percentage
of their time spent on executive functions at the Incubated
Company. Employees of RTW and employees of certain RTW
affiliates may also receive compensation in the form of stock
options or other securities from certain Incubated Companies in
connection with their delivery of specified products, research and
consulting services. RTW believes this is an effective way to
align incentives and motivate employees, while reducing the
financial burden on the newly Incubated Companies by minimizing the
need to hire external employees.
11. Administrative services
Elysium Fund Management Limited
("EFML") serves as Administrator to the Group, providing
administration, corporate secretarial, corporate governance and
compliance services. Morgan Stanley Fund Services USA LLC ("MSFS")
serves as the Group's Sub-Administrator.
During the period ended 30 June
2024, EFML and MSFS charged administration fees of $185,359 and
$171,337 respectively (period ended 30 June 2023: EFML charged
$82,054 and MSFS
charged $117,860), of which $31,769 and $123,028 (31 December 2023: EFML
$18,465, MSFS
$94,250) were
outstanding at 30 June 2024, and were included within accrued
expenses.
12. Financial highlights
Financial highlights for the six
month period ended 30 June 2024, six month period ended 30 June
2023 and year ended 31 December 2023 are as follows:
|
30 June
2024
(unaudited)
|
30 June
2023
(unaudited)
|
31 December
2023
(audited)
|
Per Ordinary Share operating performance
|
|
|
|
Net Asset Value, beginning of
period/year
|
$
1.90
|
$
1.54
|
$
1.54
|
Issuance of Ordinary
Shares
|
(0.23)
|
-
|
-
|
Share buybacks
|
0.03
|
-
|
-
|
Income from investments
|
|
|
|
Net investment
income/(loss)
|
(0.01)
|
(0.01)
|
(0.02)
|
Net
realised and unrealised gain/(loss) on securities, derivatives and
foreign currency transactions
|
0.26
|
0.16
|
0.42
|
Income/(loss) attributable to
Non-Controlling Interest
|
0.00
|
(0.01)
|
(0.04)
|
Total from investment
operations
|
0.25
|
0.14
|
0.36
|
Net Asset Value, end of
period/year
|
$1.95
|
$1.68
|
$1.90
|
|
|
|
|
Total return
|
|
|
|
Total return before Performance
Allocation
|
2.49%
|
9.34%
|
24.27
%
|
Performance Allocation (excluding
mark to market)
|
0.50%
|
-
%
|
(0.80)
%
|
Total return after Performance
Allocation
|
2.99%
|
9.34%
|
23.47 %
|
|
|
|
|
|
|
Ratios to average net assets*
|
|
|
|
Expenses
|
|
|
1.28
%
|
1.34
%
|
2.58
%
|
Performance Allocation (including mark to market)
|
|
(0.15)
%
|
-
%
|
2.28
%
|
Expenses and Performance
Allocation
|
1.13 %
|
1.34 %
|
4.86 %
|
|
|
|
|
|
|
Net investment
income/(loss)
|
(0.76)
%
|
(0.79)
%
|
(1.38)
%
|
|
|
|
|
|
|
NAV total return for the
period/year
|
2.99 %
|
9.34 %
|
23.47 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Ratios are not
annualised.
Financial highlights are
calculated for Ordinary Shares. An individual shareholder's
financial highlights may vary based on the timing of capital share
transactions. Net investment income/loss does not reflect the
effects of the Performance Allocation.
13.
Subsequent events
Effective 11 July 2024, the Company
appointed Baroness Nicola Blackwood to the Board of Directors as an
independent, Non-Executive Director.
These unaudited interim consolidated
financial statements were approved by the Board of Directors on 12
September 2024. Subsequent events have been evaluated through this
date.