22 March 2023
BIOPHARMA CREDIT PLC
(THE "COMPANY")
ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2022
RECORD NET INCOME AND DIVIDEND PERFORMANCE; FLOATING RATE INVESTMENTS EXCLUDING CASH AT 73% OF PORTFOLIO; ON TRACK TO MEET 2023 DIVIDEND TARGET
BioPharma Credit PLC (LSE: BPCR), the specialist life sciences debt investor, today announces publication of the Annual Report of the Company for the year ended 31 December 2022.
The full Annual Report and Financial Statements can be accessed via the Company's website at www.bpcruk.com or by contacting the Company Secretary by telephone on 033330 01950 or via email at biopharmacreditplc@linkgroup.co.uk.
SHAREHOLDER RETURNS - A LANDMARK YEAR
· 13.4 cents net income per share, the Company's strongest earnings period in its history due to a combination of solid, predominantly variable interest portfolio and five loan repayments
· 13.08 cents per share in total dividends from 2022 results including a Q4 2022 interim dividend of 3.33 cents comprised of an ordinary dividend of 1.75 cents and a special dividend of 1.58 cents.
o 13.8% dividend yield based on the Company's share price at 31 December 2022
· 2023 dividend target expected to be covered from existing portfolio
· Company NAV remained stable during the period increasing to $1.0139 per share (Dec 2021: $0.9926)
· The Company reported total net income for 2022 of $182m, up from $85m reported in 2021
· 54.7 million shares repurchased during 2022 at an average price of 94.47 cents
INVESTMENT HIGHLIGHTS - PREPAYMENT AND OTHER FEES TOTAL $80M
· In a highly active twelve month-period, the Company made five investments totalling funded amounts of $665m:
o $325m for Collegium
o $140m for Insmed
o $125m for Coherus
o $50m for Urogen
o $25m for Immunocore
o These investments have additional unfunded commitments of $50m that may be funded over the next 18 months
· The Company also received cash from five repayments, amortisation payments and the BMS purchased payments that resulted in an $830m increase in cash flow
o The repayments were accompanied by prepayment and other fees totalling $80m which had a material impact on the overall rates of return of these investments
· The percentage of floating rate senior secured loans within the portfolio increased from 46% to 81% from the previous year, having a positive impact on the Company's earnings as well as offering protection in a rising rate environment
· 85% of fixed rate investments mature March 2024
· Investment portfolio generating 11.7%1 gross yield for Q1 2023, up from 9.0%1 in Q1 2022
1. Weighted average of quarterly interest rates on the portfolio's senior secured loans
· The Company's investment manager, Pharmakon Advisors, LP continues to progress an active pipeline of additional potential investments to further grow and diversify the portfolio
| SUMMARY as at 31 December 2022 |
|
| Share price | Net assets |
| $0.9500 | $1,337.5m |
| (31 December 2021: $0.9680) | (31 December 2021: $1,363.7m) |
| NAV per Share | Shares in issue |
| $1.0139 | 1,373.9m |
| (31 December 2021: $0.9926) | (31 December 2021: 1,373.9m) |
| Discount to NAV per Share | Leverage |
| 6.3% | 0% |
| (31 December 2021: 2.5%) | (31 December 2021: 0%) |
| Net income per share* | Dividend declared |
| $0.1336 | 13.1 cents per share |
| (31 December 2021: $0.0618) | (31 December 2021: 7 cents per share) |
PORTFOLIO COMPOSITION
| | As at 31 December 2022 ($m) | As at 31 December 2021 ($m) | As at 31 December 2022 (%) | As at 31 December 2021 (%) |
| | | | | |
| Collegium senior secured loan | 287.5 | 92.8 | 21.5% | 6.8% |
| LumiraDx senior secured loan and warrants | 150.1 | 152.1 | 11.2% | 11.2% |
| Insmed senior secured loan | 140.0 | - | 10.5% | - |
| Coherus senior secured loan | 125.0 | - | 9.4% | - |
| BMS purchased payments | 103.5 | 137.3 | 7.7% | 10.1% |
| Optinose senior secured note, shares and warrants | 72.5 | 72.4 | 5.4% | 5.3% |
| Urogen senior secured loan | 50.0 | - | 3.7% | - |
| Evolus senior secured loan | 37.5 | 37.5 | 2.8% | 2.7% |
| Akebia senior secured loan | 33.5 | 50.0 | 2.5% | 3.7% |
| Immunocore senior secured loan | 25.0 | - | 1.9% | - |
| Sarepta senior secured loan | - | 350.0 | - | 25.7% |
| GBT senior secured loan | - | 132.5 | - | 9.7% |
| Epizyme senior secured loan | - | 110.0 | - | 8.1% |
| BioDelivery senior secured loan and equity | - | 68.3 | - | 5.0% |
| Cash and cash equivalents* | 333.0 | 174.0 | 24.9% | 12.8% |
| Other net liabilities | (20.1) | (12.9) | -1.5% | -1.1% |
| Total net assets | 1,337.5 | 1,364.0 | 100% | 100% |
* Cash and cash equivalents include balances at the Company and BPCR Limited Partnership.
"We are extremely proud of the record earnings announced today for 2022, our most successful year since inception," said Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors L. P., the Investment Manager of BioPharma Credit PLC. "The Company delivered net income of 13.4 cents per share, an increase of 116% on the prior year and fuelling a record distribution to shareholders of 13.1 cents per share in dividends as a result of earnings during 2022. Despite the considerable repayment activity that helped to generate such stellar returns, strong investment activity has also helped to swiftly redeploy much of the capital into new attractive investments.
The fact that these earnings have been generated while maintaining a stable NAV and during a year of pronounced equity market turmoil, in particular, speaks to the highly uncorrelated nature of the Company's income streams and its proven credentials as a defensive source of diversified high income.
We look forward to 2023 with confidence as we continue to assess a highly attractive pipeline of potential new investment opportunities to put our remaining cash to work."
RESULTS PRESENTATION
As announced on 1 March 2023, a management presentation for analysts will be held at the offices of Buchanan and via conference call facility at 9:30am GMT on the day of results. To request details or to register to attend please RSVP biopharmacredit@buchanan.uk.com. A recording will also be made available on the Company's website.
ENQUIRIES
Buchanan
David Rydell / Mark Court / Jamie Hooper / Henry Wilson
+44 (0) 20 7466 5000
biopharmacredit@buchanan.uk.com
NOTES TO EDITORS
BioPharma Credit PLC is a specialist debt investor to the life sciences industry and joined the LSE in March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
At a glance
Our primary objective is to continue to generate predictable income for shareholders
We will seek to achieve this by continuing to build a high-quality portfolio of investments secured by rights and cash flows derived from sales of approved life sciences products.
The Company holds a majority of its investments through its financing subsidiary, BPCR Partnership.
2022 Investments
|
| Investment Date | Funded in 2022 $m |
| Coherus | 05/01/22 | 125.0 |
| Collegium 2022* | 14/02/22 | 325.0 |
| UroGen | 07/03/22 | 50.0 |
| Insmed | 19/10/222 | 140.0 |
| Immunocore | 08/11/22 | 25.0 |
| Total |
| 665.0 |
2022 Repayments
|
| Investment amount $m | Prepayment Date | Gross IRR** |
| Collegium 2020* | 165.0 | 22/03/22 | 11.8% |
| BDSI | 80.0 | 22/03/22 | 11.9% |
| Epizyme | 110.0 | 12/08/22 | 15.2% |
| Sarepta | 350.0 | 16/09/22 | 12.0% |
| GBT | 132.5 | 05/10/22 | 27.6% |
* The Company entered into a loan agreement for $165,000,000 on 13 February 2020. On 14 February 2022, the Company provided Collegium Pharmaceutical a commitment to enter into a new loan agreement for $325,000,000. The new loan was funded and the proceeds were used to repay the outstanding 2020 loan balance on 22 March 2022.
** Gross IRR means an aggregate, annual, compounded, as applicable, internal rate of return, calculated on the basis of historical and projected capital inflows and outflows related to the particular investment, without taking into account the impact of management fees, incentive compensation, taxes, or transaction and organizational costs and expenses.
| INVESTMENT
| As at 31 Dec 2022 $m | Percentage as at 31 Dec 2021
| As at 31 Dec 2021 $m | Percentage as at 31 Dec 2021 |
| Cash and cash equivalents* | 333.0 | 24.9% | 174.0 .3 | 12.8% |
| BMS purchased payments | 103.5 | 7.7% | 137.3 | 10.1% |
| BioDelivery senior secured loan and equity | - | - | 68.3 | 5.0% |
| Optinose senior secured note, shares and warrants | 72.5 | 5.4% | 72.4 | 5.3% |
| Epizyme senior secured loan | - | - | 110.0 | 8.1% |
| Akebia senior secured loan | 33.5 | 2.5% | 50.0 | 3.7% |
| Sarepta senior secured loan | - | - | 350.0 | 25.7% |
| GBT senior secured loan | - | - | 132.5 | 9.7% |
| Collegium senior secured loan | 287.5 | 21.5% | 92.8 | 6.8% |
| LumiraDx senior secured loan and warrants | 150.1 | 11.2% | 152.1 | 11.2% |
| Evolus senior secured loan | 37.5 | 2.8% | 37.5 | 2.7% |
| Coherus senior secured loan | 125.0 | 9.4% | - | - |
| UroGen senior secured loan | 50.0 | 3.7% | - | - |
| Insmed senior secured loan | 140.0 | 10.5% | - | - |
| Immunocore senior secured loan | 25.0 | 1.9% | - | - |
| Other net liabilities | (20.1) | -1.5% | (12.9) | -1.1% |
| Total net assets | 1,337.5 | 100% | 1,364.0 | 100.0% |
*Cash and cash equivalents include balances at the Company and BPCR Limited Partnership.
CHAIRMAN'S STATEMENT
INTRODUCTION
2022 marks the fifth full year since the Company's Initial Public Offering ("IPO") on the London Stock Exchange in March 2017. During 2022, the Company generated its highest net income per share in its five year track record of $0.1336 due to a combination of its solid, predominantly variable interest portfolio and five loan repayments.
The percentage of floating rate senior secured loans within the portfolio increased from 46 per cent. to 81 per cent. from the previous year. The increase in floating rate loans had a significant impact on the
Company's earnings as well as helping retain the value of the portfolio in times of macro uncertainty and rising interest rates.
INVESTMENTS
Over the course of 2022, the Company and its subsidiaries invested $665 million, comprised of $325 million for Collegium, $125 million for Coherus, $50 million for UroGen, $140 million for Insmed and
$25 million for Immunocore. These investments have additional unfunded commitments totaling $75 million that may be funded over the next twelve months.
Including assets and liabilities from its financing subsidiary, BPCR Limited Partnership, the Company ended the year with total net assets of $1,338 million, comprising $1,025 million of investments, $333 million of cash less $20 million of other net liabilities.
The Company and its subsidiaries saw an $830 million increase in cash flow due to the early repayment of the BDSI, Collegium 2020, Epizyme, Sarepta and GBT loans as well as the scheduled amortisation payments from the Collegium 2022 and Akebia loans and the BMS purchased payments. The repayments were accompanied by prepayment and other fees totaling $80 million, which had a material impact on the overall rates of return of these investments.
DEBT FACILITY
On 10 September 2021, the Company renegotiated and amended the JPMorgan Chase Bank revolving credit facility that was put in place in May 2020. On 21 March 2022, the Company through its subsidiary, BPCR Limited Partnership, drew $138 million on its $200 million credit facility. The Company repaid the drawn amount in its entirety by September 2022, extinguishing the $133 million term loan portion. The Company currently has $67 million available to draw under this credit facility.
DCM AND SHARE BUYBACKS
After consultation with our largest shareholders, the Company amended its discount control mechanism ("DCM") during the second half of 2022. While the percentage declines in the share price that trigger the DCM remained unchanged, the Company will now be required to repurchase shares once the discount to NAV over a two- week period is greater than 5 per cent. (compared with greater than 1 per cent. previously). Additional information on the DCM can be found in the Company's RNS dated 7 November 2022. The DCM was initially triggered on 31 August 2022. During 2022, the Company repurchased a total of 54,693,704 Ordinary $0.01 shares at an average price of $0.94 per share and a total cost of $51,669,309.
SHAREHOLDER RETURNS
The Company reported net income of return on ordinary activities after finance costs and before taxation for 2022 of $182 million, up from the $85 million reported during 2021. On 31 December 2022, the Company's Ordinary Shares closed at 95.0 cents, below the closing price on 31 December 2021 of 96.8 cents. Net Asset Value ("NAV") per Ordinary Share increased over the same timeframe by 2.13 cents from 99.26 cents to 101.39 cents. The Company made four dividend payments over the year totaling 11.5 cents per share, referencing net income for the four quarters ending 30 September 2022. The Company was therefore able to maintain its record of paying a dividend of at least 1.75 cents per share in every quarter since that ending 30 June 2018.
Following the end of the year, the Company declared a further dividend in respect of the last quarter of 2022 of 3.33 cents per share made up of an ordinary dividend of 1.75 cents per share together with a special dividend of 1.58 cents per share. Total dividends from 2022 results reached 13.08 cents per share. Management expects the 2023 dividends to be covered from profits.
ESG
The Board has supported the Environmental, Social and Governance ("ESG") programme of Pharmakon Advisors, LP ("Pharmakon" or the "Investment Manager") during 2022, with progress made in embedding ESG as an integral part of the investment process. The key areas are described in more detail in the full report.
GEOPOLITICAL STATEMENT
The effects of major geopolitical and social risks, including the invasion by Russia of Ukraine, may have economic consequences that extend beyond the short term. However, the Company does not have any
direct investments in Russia or Ukraine. The COVID-19 pandemic is having less of an impact to the movement of people and disruptions to business operations and has not impacted operations of Pharmakon or the Company's third-party service providers. Pharmakon believes that, while the COVID-19 pandemic has temporarily affected the sales of some of the Company's borrowers, it has not had a material impact on the credit quality of the Company's loans. We will continue to monitor the situation and will inform shareholders of any material changes to this assessment.
OUTLOOK
The Investment Manager continues to develop a pipeline of additional potential investments and, as a consequence, we expect to be evaluating a number of potential alternatives to fund future growth and further diversify our portfolio. On behalf of the Board, I should like to express our thanks to Pharmakon for their continued achievements on behalf of the Company in 2022 and to our shareholders for their continued support.
Harry Hyman
Chairman
21 March 2023
INVESTMENT MANAGER'S REPORT
A record year for investment returns
Pharmakon is pleased to present an update on the Company's portfolio and investment
outlook. The Company's existing portfolio investments continue to perform well.
New investments, together with an increase in prepayments and risk-free interest rates helped increase investment returns1 to $182 million in 2022 compared to $85 million in 2021. Pharmakon's engagement with potential counterparties during 2022 resulted in $715 million of new investments2 for the Company. Five investments were prepaid during 2022: Collegium 2020, BDSI, Epizyme, Sarepta and GBT. In total, these repayments returned $745 million in principal to the Company and generated $59 million in a combination of make-whole and prepayment fees. The Gross IRRs3 for the five prepaid investments ranged from 11.8 per cent. to 27.6 per cent4.
1 Investment returns reference the return on ordinary activities after finance costs and taxation found in the Statement of Comprehensive Income.
2 New investments figure represents overall commitments inclusive of any unfunded commitments.
3 Gross IRR means an aggregate, annual, compounded, as applicable, internal rate of return, calculated on the basis of historical and projected capital inflows and outflows related to the particular investment, without taking into account the impact of management fees, incentive compensation, taxes, or transaction and organizational costs and expenses.
4 Past performance is not an indication of future performance.
IMMUNOCORE
On 8 November 2022, the Company and a the Private Fund also investing in life sciences debt
managed by Pharmakon (the "Private Fund"), entered into a definitive senior secured loan
agreement for up to $100 million with Immunocore Limited (Nasdaq: IMCR), a biopharmaceutical
company focused on developing a novel class of TCR bispecific immunotherapies designed to treat a broad range of diseases, including cancer, infectious and autoimmune diseases ("Immunocore").
The Company and its subsidiaries funded $25 million of the first tranche of $50 million on 8 November 2022. The remaining $50 million may be drawn by 30 June 2024. The Company's share of the final tranche is $25 million. Tranche A will mature in November 2028 and bears interest at 9.75 per cent. per annum along with an additional consideration of 2.50 per cent. paid at funding.
| Investment type | Total loan amount |
| Secured loan | $100m |
| | |
| Date invested | Company commitment |
| 8 November 2022 | $50m |
| | |
| Maturity | |
| November 2028 | |
INSMED
On 19 October 2022, the Company and the Private Fund entered into a definitive senior secured loan agreement for $350 million with Insmed Incorporated (Nasdaq: INSM), a biopharmaceutical
company focused on treating patients with serious and rare diseases ("Insmed").
The Company and its subsidiaries funded $140 million of the $350 million loan on 19 October 2022. Insmed has elected the option to accrue 50 per cent. of their 4Q22 interest due as a payment-in-kind as allowed in the loan agreement. The loan will mature in October 2027 and bears interest at a rate based upon the 3-month secured overnight financing rate ("SOFR"), plus 7.75 per cent. per annum subject to a SOFR floor of 2.50 per cent. with a one-time additional consideration of 2.00 per cent. of the total loan amount paid at funding.
| Investment type | Total loan amount |
| Secured loan | $350m |
| | |
| Date invested | Company commitment |
| 19 October 2022 | $140m |
| | |
| Maturity | |
| October 2027 | |
UROGEN
On 7 March 2022, the Company and the Private Fund entered into a definitive senior secured loan agreement for up to $100 million with UroGen Inc (Nasdaq: URGN), a biopharmaceutical company dedicated to creating novel solutions that treat urothelial and specialty cancers ("UroGen").
UroGen drew down $75 million at closing and the remaining $25 million on 16 December 2022. The Company and its subsidiaries funded $50 million across the two tranches. The loan will mature in March
2027 and bears interest at 3-month LIBOR plus 8.25 per cent. per annum subject to a 1.25 per cent. floor along with a one-time additional consideration of 1.75 per cent. Of the total loan amount paid at funding of the first tranche.
UroGen markets JELMYTO (mitomycin), a prescription medicine used to treat adults with a type of cancer of the lining of the upper urinary tract including the kidney called low-grade Upper Tract Urothelial Cancer (LG-UTUC).
| Investment type | Total loan amount |
| Secured loan | $100m |
| | |
| Date invested | Company commitment |
| 16 March 2022 | $50m |
| | |
| Maturity | |
| March 2027 | |
COLLEGIUM 2022
On 14 February 2022, the Company along with the Private Fund provided Collegium Pharmaceutical, Inc. (Nasdaq: COLL), a biopharmaceutical company focused on developing and commercialising new medicines for responsible pain management ("Collegium"), with a commitment to enter into a new senior secured term loan agreement for $650 million.
On 22 March 2022, proceeds from the new loan were used to fund Collegium's acquisition of BDSI as well as repay the outstanding debt of Collegium and BDSI.
At closing, the Company and its subsidiaries invested $325 million in a single drawing. The four-year loan will have $100 million in amortisation payments during the first year and the remaining $550 million balance will amortize in equal quarterly installments. The loan will mature in March 2026 and bears interest at 3-month LIBOR plus 7.50 per cent. per annum subject to a 1.20 per cent. floor along with a one-time additional consideration of 2.00 per cent. of the loan amount paid upon signing and a one-time additional consideration of 1.00 per cent. Of the loan amount paid at funding.
Collegium currently markets Xtampza ER, an abuse-deterrent, extended-release, oral formulation of oxycodone and Nucynta (tapentadol), a centrally acting synthetic analgesic.
| Investment type | Total loan amount |
| Secured loan | $650m |
| | |
| Date invested | Company commitment |
| 22 March 2022 | $325m |
| | |
| Maturity | |
| March 2026 | |
| | |
COHERUS
On 5 January 2022, the Company and the Private Fund entered into a definitive senior secured loan agreement for up to $300 million with Coherus BioSciences, Inc. (Nasdaq: CHRS), a biopharmaceutical company building a leading immunooncology franchise funded with cash generated by its commercial biosimilars business ("Coherus").
Coherus drew down $100 million at closing, another $100 million on 31 March 2022, and an additional $50 million on 14 September 2022. The remaining $50 million commitment lapsed so there are no additional funding commitments.
The Company and its subsidiaries funded $125 million across the first three tranches. The loan will mature in January 2027 and bears interest at 3-month LIBOR plus 8.25 per cent. per annum subject to a 1.00 per cent. floor along with a one-time additional consideration of 2.00 per cent. of the total loan amount paid at funding of the first tranche.
On 6 February 2023, the Coherus loan was amended to allow for a short term waiver to the sales covenant, as well switching the LIBOR component of the loan coupon to SOFR.
Coherus markets UDENYCA®(pegfilgrastimcbqv), a biosimilar of Neulasta in the United States, and expects to launch the FDA-approved Humira biosimilar YUSIMRY (adalimumab-aqvh) in the United States in 2023.
| Investment type | Total loan amount |
| Secured loan | $250m |
| | |
| Date invested | Company commitment |
| 5 January 2022 | $150m |
| | |
| Maturity | |
| January 2027 | |
| | |
EVOLUS
On 14 December 2021, the Company and the Private Fund entered into a definitive senior secured loan agreement for up to $125 million with Evolus Inc (Nasdaq: EOLS), a biopharmaceutical company that develops, produces, and markets clinical neurotoxins for aesthetic treatments ("Evolus").
The Company and its subsidiaries funded $37.5 million of the first tranche of $75 million on 29 December 2021. The remaining $50 million may be drawn by 31 December 2023. The Company's share of the final tranche is $25 million. The loan will mature in December 2027 and bears interest at 3-month LIBOR plus 8.50 per cent. per annum subject to a 1.00 per cent. floor along with a one-time additional consideration of 2.25 per cent. of the total loan amount paid at funding of the first tranche.
On 5 December 2022, the Evolus loan was amended to extend the draw down date for Tranche B in exchange for a $500,000 amendment fee, of which 50 per cent. was allocated to the Company.
Evolus currently markets Jeuveau (prabotulinumtoxinA-xvfs), the first and only neurotoxin dedicated exclusively to aesthetics.
| Investment type | Total loan amount |
| Secured loan | $125m |
| | |
| Date invested | Company commitment |
| 14 December 2021 | $63m |
| | |
| Maturity | |
| December 2027 | |
LUMIRADX
On 23 March 2021, the Company and the Private Fund entered into a definitive senior secured loan agreement for $300 million with LumiraDx Investment Limited and LumiraDx Group Limited (collectively "LumiraDx").
The Company and its subsidiaries funded $150 million of the $300 million loan on 29 March 2021.
The loan will mature in March 2024 and will bear interest at 8.00 per cent. per annum along with an additional consideration of 2.50 per cent. of the loan amount paid upon funding and an additional 1.50 per cent. of the loan payable at maturity. On 28 September 2021, LumiraDx became public via a SPAC transaction with CA Healthcare Acquisition Corp. and began trading on NASDAQ under the ticker LMDX. The Company and BioPharma-V each received 742,924 warrants exercisable into common stock of LumiraDx under the terms of the transaction.
On 17 June 2022, the LumiraDx loan was amended to provide LumiraDx with certain waivers in exchange for increasing the fee payable at maturity from 1.50 to 3.00 per cent. of the loan..
On 25 July 2022, LumiraDx raised $100 million in a follow-on offering at a price of $1.75. As part of the financing, Pharmakon re-tiered its sales covenants, received a facility fee, and was issued new five-year warrants with the original warrants being cancelled.
On 22 February 2023, the LumiraDx loan was amended to provide LumiraDx with certain waivers in exchange for increasing the fee payable at maturity from 3.00 to 9.00 per cent. of the loan.
LumiraDx is a UK based, next-generation Point of Care ("POC"), diagnostic company addressing the current limitations of legacy POC systems by bringing performance comparable to a central lab to the POC in minutes, on a single instrument for a broad menu of tests with a low cost of ownership. To date, LumiraDx has developed and launched twelve diagnostic tests for use with its platform, three of which have been approved in the United States under an Emergency Use Authorization and in the EU under a CE mark: a SARS-CoV-2 ("COVID-19") antigen test, a COVID-19 antibody test, and a COVID-19
Surveillance test. The nine other tests are currently approved only in the EU under a CE mark.
LumiraDx has also used its technology to develop two rapid COVID-19 reagent testing kits for use on open molecular systems, LumiraDx SARS-CoV-2 RNA STAR and SARS-CoV-2 RNA STAR Complete, both of which obtained Emergency Use Authorization by the FDA.
| Investment type | Total loan amount |
| Secured loan | $300m |
| | |
| Date invested | Company commitment |
| 23 March 2021 | $150m |
| | |
| Maturity | |
| March 2024 | |
AKEBIA
On 11 November 2019, the Company and the Private Fund entered into a definitive senior secured term loan agreement for up to $100 million with Akebia (Nasdaq: AKBA), a fully integrated biopharmaceutical company focused on the development and commercialisation of therapeutics for people living with kidney disease ("Akebia").
Akebia drew down $80 million at closing and an additional $20 million on 10 December 2020.
The Company and its subsidiaries funded $50 million across both tranches.
The loan will mature in November 2024 and bears interest at LIBOR plus 7.5 per cent. per annum along with a one-time additional consideration of 2 per cent. of the total loan amount paid upon funding. The Akebia loan began amortising in September 2022.
On 18 February 2022, the Akebia loan was amended to provide Akebia certain waivers.
On 15 July 2022, the Akebia loan was amended to provide Akebia with certain waivers. As a result of this amendment, Akebia made a $25 million pre-payment, of which $12.5 million went to the Company, as well as a 2 per cent. prepayment fee. The Company's outstanding balance as of 31 December 2022 is $33.5 million.
Akebia currently markets Auryxia® (ferric citrate) which is approved in the US for hyperphosphatemia (elevated phosphorus levels in blood serum) in adult patients with chronic kidney disease ("CKD") on dialysis and iron deficiency anaemia in adult patients with CKD not on dialysis.
| Investment type | Total loan amount |
| Secured loan | $100m |
| | |
| Date invested | Company commitment |
| 25 November 2019 | $50m |
| | |
| Maturity | |
| November 2024 | |
OPTINOSE
On 12 September 2019, the Company and the Private Fund entered into a definitive senior secured note purchase agreement for the issuance and sale of senior secured notes in an aggregate original principal amount of up to US$150 million by OptiNose US, Inc a wholly-owned subsidiary of OptiNose (Nasdaq: OPTN), a commercial-stage specialty pharmaceutical company ("OptiNose").
OptiNose drew a total of $130 million in three tranches: $80 million on 12 September 2019, $30 million on 13 February 2020 and $20 million on 1 December 2020. There are no additional funding commitments.
The Company and its subsidiaries funded a total $72 million across all tranches. The notes mature in September 2024 and bore interest at 10.75 per cent. per annum along with a one-time additional consideration of 0.75 per cent. of the aggregate original principal amount of senior secured notes
which the Company was committed to purchase under the facility and 445,696 warrants exercisable into common stock of OptiNose at a strike price of $6.72.
In prior years, there were two amendments to the OptiNose note purchase agreement, resulting in re-tiered sales covenants, permission for an equity issuance, amended amortisation and make-whole provisions, and the issuance of new three-year warrants, with the original warrants being cancelled.
On 10 August 2022, the OptiNose note and purchase agreement was amended resulting in re-tiered sales covenants in exchange for an amendment fee of $780,000, payable upon repayment, of which the Company will be allocated $429,000.
On 9 November 2022, OptiNose negotiated certain waivers in exchange for a waiver fee, of which the Company earned $715,000 of the total $1.3 million waiver fee.
On 21 November 2022, OptiNose entered into an Amended and Restated Note Purchase Agreement (the "A&R NPA"). As part of the A&R NPA, Pharmakon revised the sales covenants, amended the amortization and make-whole, and modified the loan interest from a fixed rate of 10.75 per cent. to a floating rate equal to 3-month SOFR plus 8.50 per cent., subject to a 2.50 per cent. floor, in exchange for an amendment fee.
OptiNose's leading product, XHANCE (fluticasone propionate), is a nasal spray approved by the U.S. Food and Drug Administration (FDA) in September 2017 for the treatment of nasal polyps in patients
18 years or older. XHANCE utilises a novel and proprietary exhalation delivery system to deliver the drug high and deep into the sinuses, targeting areas traditional intranasal sprays are not able to reach.
| Investment type | Total loan amount |
| Secured loan | $130m |
| | |
| Date invested | Company commitment |
| 12 September 2019 | $72m |
| | |
| Maturity | |
| September 2024 | |
BRISTOL-MYERS SQUIBB COMPANY.
On 8 December 2017, the Company's wholly-owned subsidiary entered into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma Investments ("RPI"), an affiliate of the Investment Manager, for the purchase of a 50 per cent. Interest in a stream of payments (the "Purchased Payments") acquired by RPI's subsidiary from BristolMyers Squibb Company (NYSE: BMY) through a purchase agreement dated 14 November 2017.
As a result of the arrangements, RPI's subsidiary and the Company's subsidiary are each entitled to the benefit of 50 per cent. of the Purchased Payments under identical economic terms. The Purchased Payments are linked to tiered worldwide sales of Onglyza and Farxiga, diabetes agents marketed by
AstraZeneca, and related products. The Company was expected to fund $140 million to $165 million during 2018 through 2020, determined by product sales over that period, and will receive payments from 2020 through 2025. The Purchased Payments are expected to generate attractive risk-adjusted
returns in the high single digits per annum.
The Company funded all of the Purchased Payments based on sales from 1 January 2018 to 31 December 2019 for a total of $162 million.
REALISED INVESTMENTS
GBT
On 17 December 2019, the Company and BioPharma-V entered into a definitive senior secured term loan agreement for up to $150 million with Global Blood Therapeutics Inc. (Nasdaq: GBT), a biopharmaceutical company focused on innovative treatments that provide hope to underserved patient
communities ("GBT"). GBT drew down $75 million at closing and an additional $75 million on 20 November 2020. On 14 December 2021 the loan agreement was amended and restated. The amendment increased the aggregate principal amount of the loan to $250 million through a $100
million third tranche, which was drawn on 22 December 2021. The Company and its subsidiaries funded $133 million across all three tranches. The loan was due to mature in December 2027 and bore interest at three-month LIBOR plus 7.00 per cent. per annum subject to a 2.00 per cent. floor along with a one-time additional consideration of 1.50 per cent. of the total loan amount paid upon funding and an additional 2.00 per cent. payable upon the repayment of the loan. The third tranche also incurred additional consideration of 1.50 per cent. at the time of funding. As a part of the amendment in 2021, the Company and its subsidiaries received a one-time fee equal to 1.25 per cent. of the first two tranches and the three-year make- whole period was reset to December 2021. On 5 October 2022, Pfizer acquired GBT and, as a result, GBT repaid its $250 million senior secured loan. The Company received
its $133 million of principal and $43 million in prepayment and makewhole fees. The Company and its subsidiaries earned a 27.6 per cent. internal rate of return* on its GBT investment.
* Internal rate of return means an aggregate, annual, compounded, as applicable, internal rate of return, calculated on the basis of historical and projected capital inflows and outflows related to the particular investment, without taking into account the impact of management fees, incentive compensation, taxes, or transaction and organizational costs and expenses.
Sarepta
On 13 December 2019, the Company and BioPharma-V entered into a definitive senior secured term loan agreement for up to $500 million with Sarepta Therapeutics, Inc. (Nasdaq: SRPT), a fully integrated
biopharmaceutical company focused on precision genetic medicine ("Sarepta"). On 24 September 2020 the Sarepta loan agreement was amended, and the loan amount was increased to $550 million.
Sarepta drew down the first $250 million tranche at closing and an additional $300 million on 2 November 2020. The Company and its subsidiaries funded $175 million of each tranche for a total investment of $350 million. The first tranche was originally due to mature in December 2023 and the second tranche in December 2024. The loan bore interest at 8.5 per cent. per annum along with a one-time additional consideration of 1.75 per cent. of the first tranche and 2.95 per cent. of the second tranche paid upon funding and an additional 2 per cent. payable upon the repayment of the loan. On
12 September 2022, Sarepta announced the early termination and repayment of its existing senior secured debt with proceeds from the issuance of $1 billion in convertible bonds. On 16 September 2022, Sarepta repaid its $550 million senior secured loan. The Company received its $350 million of
principal and $22 million in prepayment, paydown fees, makewhole fees, and accrued interest. The Company and its subsidiaries earned a 12.0 per cent. Internal rate of return on its Sarepta investment.
Epizyme
On 4 November 2019, the Company and BioPharma-V entered into a definitive senior secured term loan agreement for up to $70 million with Epizyme, Inc. (Nasdaq: EPZM), a late-stage biopharmaceutical company developing novel epigenetic therapies for cancer ("Epizyme"). On 3 November 2020 the Epizyme loan agreement was amended, and the loan amount was increased to
$220 million. Epizyme drew down $25 million at closing and an additional $195 million during 2020. The Company and its subsidiaries funded a total of $110 million of the Epizyme loan. The loan was originally due to mature in November 2024 and bore interest at LIBOR plus 7.75 per cent. Per annum along with a one-time additional consideration of 2 per cent. of the total loan amount paid upon funding. On 27
June 2022, Ipsen announced a definitive agreement pursuant to which Ipsen would acquire Epizyme. On 12 August 2022, Epizyme repaid its $220 million senior secured loan. The Company received its
$110 million of principal and $8 million in prepayment and makewhole fees. The Company and its subsidiaries earned a 15.2 per cent. internal rate of return* on its Epizyme investment.
* Internal rate of return means an aggregate, annual, compounded, as applicable, internal rate of return, calculated on the basis of historical and projected capital inflows and outflows related to the particular investment, without taking into account the impact of management fees, incentive compensation, taxes, or transaction and organizational costs and expenses.
Collegium 2020
On 7 February 2020, the Company and BioPharma-V entered into a definitive senior secured term loan agreement for $200 million with Collegium Pharmaceutical, Inc. (Nasdaq: COLL), a biopharmaceutical
company focused on developing and commercialising new medicines for responsible pain management ("Collegium 2020"). The Company and its subsidiaries funded $165 million of the $200 million loan
on 13 February 2020. The secured loan began amortising immediately and was due to fully mature in February 2024. The loan bore interest at three-month LIBOR plus 7.50 per cent. per annum subject to a 2.00 per cent. LIBOR floor with a one-time additional consideration of 2.50 per cent. of the loan
amount paid upon funding. The loan was repaid in its entirety on 22 March 2022. The Company and its subsidiaries earned a 11.9 per cent. internal rate of return on its Collegium 2020 investment.
Biodelivery Sciences
On 23 May 2019, the Company entered into a senior secured loan agreement for up to $80 million with BioDelivery Sciences International, Inc. (Nasdaq: BDSI), a commercial-stage specialty pharmaceutical
company ("BDSI"). In addition, the Company acquired 5,000,000 BDSI shares at $5.00 each for a total cost of $25 million in a public offering that took place on 11 April 2019. The first tranche of the loan for $60 million was funded on 28 May 2019 and the second $20 million tranche was funded on 22 May 2020. The loan was due to mature in May 2025 and bore interest at LIBOR plus 7.5 per cent., along with 2.00 per cent. additional consideration paid at closing. On 23 September 2021, BDSI made an early prepayment of $20 million, and made its final payment for the remainder of the loan on 22 March 2022 as a result of Collegium's acquisition of BDSI. The Company earned a 11.9 per cent. internal rate of return* on the BDSI loan. The Company sold 46 per cent of its BDSI shares during 2019 at an average price of $6.50 and received $5.60 per remaining shares on the date Collegium bought BDSI.The Company earned $5.3 million on the BDSI equity investment.
MARKET ANALYSIS
The life sciences industry is expected to continue to have substantial capital needs during the coming years as the number of products undergoing clinical trials continues to grow. All else being equal, companies seeking to raise capital are generally more receptive to non-dilutive debt financing alternatives at times when equity markets are soft, increasing the number and size of fixed-income investment opportunities for the Company, and will be more inclined to issue equity or convertible bonds at times when equity markets are strong. A good indicator of the life sciences equity market is the New
York Stock Exchange Biotechnology Index ("BTK Index"). While there was substantial volatility during the period, the BTK index decreased 4 per cent. during 2022, consistent with the 4 per cent. decrease
during 2021. Global equity issuance by life sciences companies during 2022 was $34 billion, a 68 per cent. decrease from the $106 billion issued during 2021. Similarly, convertible bond issuance by life sciences companies declined to $7.3 billion in 2022 from $ 10.1 billion in 2021. We anticipate 2023 equity and convertible bond issuance to remain below 2021 levels which should continue to support appetite for non-dilutive debt during the remainder of 2023.
Acquisition financing is an important driver of capital needs in the life sciences industry in general and a source of investment opportunities. An active M&A market helps drive opportunities for investors such as the Company, as acquiring companies need capital to fund acquisitions. Global life sciences M&A volume during 2022 was $91 billion, a 38 per cent. decrease from the $146 billion witnessed during 2021, driven mainly by the volatility in the equity markets.
We are encouraged by the number of M&A opportunities that are starting to build up which should lead to a more active market in the near term.
USD LIBOR
On 5 March 2021, the Financial Conduct Authority ("FCA"), the regulatory supervisor of USD LIBOR's administrator ("IBA") announced in a public statement the future cessation of the 3-month USD LIBOR tenor setting. As of 30 June 2023, all available Tenor of USD LIBOR must have either permanently or indefinitely ceased to be provided by IBA or have been announced by or on behalf of the FCA pursuant to public statement or publication of information to be no longer representative, a replacement
benchmark will be used in the absence of USD LIBOR. If the benchmark replacement is daily simple SOFR (secured overnight financing rate), all interest payments will be calculated with SOFR beginning on the effective date on a quarterly basis. The Company has five loans with coupons that reference 3-month USD LIBOR and have floors in the 1.00 to 2.00 per cent. range. As of 30 December 2022, the 3-month LIBOR rate was 4.78 per cent, significantly above the floors in the five loans. The Company
has two loans with coupons that reference 3-month SOFR that each have a floor of 2.50 per cent. As of 30 December 2022, the 3-month SOFR rate was 4.59 per cent, significantly above the floors in the two loans. Pharmakon will continue to monitor the news on the replacement benchmark and will take
steps to update its interest payments as of the effective date.
INTERNATIONAL OUTLOOK
The impact of COVID-19 and the risk resulting from the inflationary environment and disruptions to the global supply chain are closely monitored at Pharmakon in relation to the existing portfolio and future
investments. However, we have confidence in the performance of our loans and there has not been a material impact on the credit quality of the Company's investments. The Company's operations and its service providers have adopted hybrid schedules, which have not affected any technical or operational functions during or post- pandemic.
The invasion of Ukraine by Russia has led to increased market volatility and widespread sanctions on Russian assets and individuals, contributing to the high inflation introduced by the pandemic. While the portfolio has no direct exposure to Russia, Ukraine, or Belarus, we remain vigilant in monitoring this major event closely and will inform investors of any material changes.
INVESTMENT OUTLOOK
We expect our investment pipeline to grow as new products and companies enter the market in 2023 and beyond. Pharmakon's extensive network and thorough approach will continue to identify strong investment opportunities. We remain focused on our mission of creating the premier dedicated provider of debt capital to the life sciences industry while generating attractive returns and sustainable income to investors. Although the global economic outlook remains uncertain, we believe the successful prepayment of five portfolio assets within 2022 reinforces our vetting and underwriting process. Furthermore, Pharmakon remains confident of its ability to deliver its target dividend yield to its investors.
Pedro Gonzalez de Cosio
Co-founded and CEO, Pharmakon
21 March 2023
STRATEGIC OVERVIEW
Pharmakon's ESG Policy and the selected case studies can be found in the full report.
INVESTMENT OBJECTIVE
The Company aims to generate long-term Shareholder returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry.
INVESTMENT POLICY
The Company will seek to achieve its investment objective predominantly through direct or indirect exposure to Debt Assets, which include Royalty Investments, Senior Secured Debt, Unsecured Debt and Credit Linked Notes.
The Company may acquire Debt Assets:
· Directly from the entity issuing the Debt Asset (a "Borrower"), which may be: (i) a company operating in the life sciences industry (a "LifeSci Company"); or (ii) an entity other than a LifeSci Company which directly or indirectly holds an interest in royalty rights to certain products, including any investment vehicle or special purpose vehicle ("Royalty Owner"); or
· Or in the secondary market.
The Company may also invest in equity issued by a LifeSci Company, acquired directly from the LifeSci Company or in the secondary market.
"Debt Assets" will typically comprise:
· Royalty debt instruments
Debt issued by a Royalty Owner where the Royalty Owner's obligations in relation to the Debt are secured as to repayment of principal and payment of interest by Royalty Collateral.
· Priority royalty tranches
Contract with a Borrower that provides the Company with the right to receive payment of all or a fixed percentage of the future royalty payments receivable in respect of a Product (or Products) that would otherwise belong to the Borrower up to a fixed monetary amount or a pre-set rate of return, with such royalty payment being secured by Royalty Collateral in respect of that Product (or Products).
· Senior secured debt
Debt issued by a LifeSci Company, and which is secured as to repayment of principal and payment of interest by a first priority charge over some or all of such LifeSci Company's assets, which may include: (i) Royalty Collateral; or (ii) other intellectual property and marketing rights to the Products of that LifeSci Company.
· Unsecured debt
Debt issued by a LifeSci Company which is not secured or is secured by a second lien on assets of the Borrower.
· Credit linked notes
Derivative instruments referencing Debt Assets, being a synthetic obligation between the Company and another party where the repayment of principal and/or the payment of interest is based on the performance of the obligations under the underlying Debt Assets.
"Royalty Collateral" means, with respect to a Debt Asset, (i) future payments receivable by the Borrower on a Product (or Products) in the form of royalty payments or other revenue sharing arrangements; or (ii) future distributions receivable by the Borrower based on royalty payments generated from a Product (or Products); or (iii) both limb (i) and limb (ii) "Debt" includes loans, notes, bonds and other debt instruments and securities, including convertible debt, and Priority Royalty Tranches.
Borrowers will predominantly be domiciled in the US, Europe and Japan, though the Company may also acquire Debt Assets issued by Borrowers in other jurisdictions.
Investment restrictions and portfolio diversification
The Company will seek to create a diversified portfolio of investments by investing across a range of different forms of Debt Assets issued by a variety of Borrowers. In particular, the Company will observe the following restrictions when making investments in accordance with its investment policy:
· no more than 25 per cent. of the Company's gross assets will be exposed to any single Borrower or investment;
· no more than 35 per cent. of the Company's gross assets will be invested in Unsecured Debt;
· no more than 15 per cent. of the Company's gross assets will be invested in equity securities issued by LifeSci Companies; and
· the Company will invest no more than 10 per cent., in aggregate, of gross asset value at the time of acquisition in other listed closed-ended investment funds.
Each of these investment restrictions will be calculated at the time of each proposed investment. In the event that any of the above limits are breached at any point after the relevant investment has been made (for instance, as a result of any movements in the value of the Company's total assets), there will be no requirement to sell any investment (in whole or in part).
Cash management
The Company's uninvested capital may be invested in cash instruments or bank deposits for cash management purposes.
Hedging
The Company does not propose to enter into any hedging or other derivative arrangements other than as may from time to time be considered appropriate for the purposes of efficient portfolio management. The Company will not enter into such arrangements for investment purposes.
Business and status of the Company
The Company is registered in England as a public limited company and is an investment company in accordance with the provisions of Section 833 of the Companies Act 2006.
The principal activity of the Company is to carry on business as an investment trust. The Company intends at all times to conduct its affairs so as to enable it to qualify as an investment trust for the purposes of Sections 1158/1159 of the Corporation Tax Act 2010 ("S1158/1159"). The Directors do not envisage any change in this activity in the foreseeable future.
The Company has been granted approval from HM Revenue & Customs ("HMRC") as an investment trust under S1158/1159 and will continue to be treated as an investment trust company, subject to there being no serious breaches of the conditions for approval. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 December 2021 so as to be able to continue to qualify as an investment trust.
The Company has two wholly-owned subsidiaries, BPCR Limited Partnership and BPCR GP Limited, details of which can be found in Note 14 to the financial statements.
STAKEHOLDER ENGAGEMENT - SECTION 172(1) STATEMENT
Overview
The Directors' overarching duty is to promote the success of the Company for the benefit of its shareholders, having regard to the interests of its stakeholders, as set out in section 172(1) of the Companies Act 2006. The Directors have considered each aspect of this section of the Act and consider that the information set out below is particularly relevant in the context of the Company's business as an externally managed investment company which does not have any employees or suppliers.
The importance of stakeholders is taken into account at every Board meeting. All discussions involve careful consideration of the longer-term consequences of any decisions and their implications for stakeholders.
Stakeholders
The Board seeks to understand the needs and priorities of the Company's stakeholders and these are taken into account during all its discussions and as part of its decision-making. The Board believes that the Company's key stakeholders comprise its shareholders, clients and service providers. The section below discusses why these stakeholders are considered of importance to the Company and the actions taken to ensure that their interests are taken into account. The Company recognises the importance of maintaining high standards of business conduct and seeks to ensure that these are applied in all of its business dealings and in its engagement with stakeholders. Further information on the impact of the Company's operations on the community and the environment is set out below.
The Company's mechanisms for engaging with its stakeholders are set out below. These are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective.
For more information on the purpose, culture and values of the Company, and the processes which the Board has put in place to ensure these, see the Corporate Governance Statement as set out in the full report.
Shareholders
Importance
Continued shareholder support and engagement are critical to the existence of the Company and the delivery of its long-term strategy and engagement with shareholders is given a high priority by both the Board and the Investment Manager.
How the Company engages
The Chairman ensures that the Board as a whole has a clear understanding of the views of shareholders by receiving regular updates from the Brokers and Investment Manager. The Investment Manager and the Company's Brokers are in regular contact with major shareholders and report the results of all meetings and the views of those shareholders to the Board on a regular basis. The Investment Manager provides regular investor updates and presentations to shareholders. The Chairman and the other Directors are available to attend these meetings with shareholders if required. Relations with shareholders are also considered as part of the annual Board evaluation process. For further details regarding this process see the full report.
All shareholders are encouraged to attend and vote at annual general meetings ("AGM"), during which the Board and the Investment Manager will be available to discuss issues affecting the Company and
answer any questions. Further information regarding the AGM is detailed in the full report. Shareholders
wishing to raise questions or concerns directly with the Chairman, Senior Independent Director or Company Secretary, outside of the AGM, should do so using the contact details provided in the full report.
Although the Company has been established with an indefinite life, the Articles provide that a continuation vote be put to shareholders at the first AGM of the Company to be held following the fifth anniversary of Initial Admission i.e. in 2022 and, if passed, at the annual general meeting of the Company held every third year thereafter. However, the Directors believed that it was beneficial to the Company for the first continuation resolution to be held earlier, at the General Meeting on 30 September 2021, so as to give investors greater certainty as to the Company's longer term existence in the context of the then proposed migration to the Premium Segment. 635,130,451 shares were voted, all of which were in favour of the approval of the continuation resolution. The next continuation vote will take place in 2024.
Clients
Importance
The investments made by the Company support the large capital needs of its portfolio companies, supporting their research and development budgets for life sciences products and enable it to achieve its investment objective.
How the Company engages
The Company's clients are pharmaceutical and biotechnology companies within the life sciences industry to which it provides debt capital. The Investment Manager is highly experienced in this area with a strong track record of meeting the capital needs of its clients. The Investment Manager meets regularly with the management teams of current and prospective investee companies to enhance relationships and to understand their views and capital requirements.
The Directors receive updates from the Investment Manager on the companies within its investment portfolio at all Board meetings, and outside of meetings as appropriate.
Further information on the Company's engagement with investee companies during the year, including case studies regarding their products, is set out in the full report.
Service Providers
Importance
In order to function as an investment trust on the Premium Segment of the London Stock Exchange, the Company relies on a number of reputable advisers for support in complying with all relevant legal and regulatory obligations.
How the Company engages
The Company's day-to-day operational functions are delegated to a number of third-party service providers, each engaged under separate contracts. The Company's principal service providers include the Investment Manager, Company Secretary, Joint Brokers, Administrator, Legal Adviser, Auditor and the Registrar.
The Board keeps the ongoing performance of the Investment Manager under continual review and conducts an annual appraisal of the Investment Manager, along with the performance of all other third-party service providers in December each year. The Investment Manager has executed the investment strategy according to the Board's expectations and it is the opinion of the Directors that the continuing appointment of Pharmakon is in the interests of shareholders as a whole.
The Audit and Risk Committee reviews and evaluates the control environments in place at each service provider. Further details regarding the role of the Audit and Risk Committee are set out in the full report. Further information about the review of service providers and the culture of the Investment Manager is set out in the full report.
KEY PERFORMANCE INDICATORS
The Company assesses its performance in meeting its investment objectives using the following Key Performance Indicators ("KPIs"):
NAV performance
The NAV at 31 December 2022 was $1.0139 per Share, compared to $0.9926 per Share at 31 December 2021.
A full description of the Company's performance for the year ended 31 December 2022 is included in the Investment Manager's Report above.
Share price return
The Company's Share price at 31 December 2022 was $0.9500, giving a return since 31 December 2021 of -1.9 per cent. The Company's Share price at 31 December 2021 was $0.9680, giving a return since 31 December 2020 of -2.8 per cent.
Share price discount / premium to NAV per Share
Under the terms of the Discount Control Mechanism ("DCM"), described in the Company's Prospectuses dated 1 March 2017 and 14 March 2018, if the shares of the Company trade at a discount greater than 5 per cent. over a three-month period (the "First Trigger"), the Company is required to apply up to 50 per cent. of proceeds from debt repayments in purchasing Company shares until such time that the two-week discount is less than 1 per cent. In addition, if the discount is greater than 10 per cent. over a six-month period (the "Second Trigger"), the Company is required to apply up to 100 per cent. of proceeds from debt repayments until such time that the two-week discount is less than 1 per cent.
On 7 November 2022, the DCM was updated so that the trigger levels remain at previous levels but provide for greater flexibility as to when the Company can freely deploy capital:
· The First Trigger will remain at a 5 per cent. discount to NAV and the Company will be required to apply 50 per cent. of the principal being returned to repurchase shares until such time that the discount to NAV over a two-week period is less than 5 per cent. (compared with less than 1 per cent. previously)."
· The Second Trigger will remain at a 10 per cent discount to NAV and the Company will be required to apply 100 per cent. of the principal being returned to repurchase shares until such time that the discount to NAV over a two-week period is less than 5 per cent. (compared with less than 1 per cent. previously).
Ongoing charges
The Company's ongoing charges ratio is shown in the table below.
| | Year ended | Year ended |
| | 31 December 2022 | 31 December 2021 |
| | % | % |
| Ongoing charges excluding performance fee* | 1.1 | 1.2 |
| Performance fee | 1.5 | 0.2 |
| Ongoing charges including performance fee | 2.6 | 1.4 |
| | | |
* Ongoing charges are the Company's expenses (excluding performance fees) expressed as a percentage of its average monthly net assets and follow the AIC recommended methodology.
Dividends
Dividends totaling 11.50 cents per Ordinary Share, including one special dividend of 4.50 cents, have been paid during the year ended 31 December 2022. Dividends totaling 7.29 cents per Ordinary Share, including one special dividend of 0.29 cents, were paid during the year ended 31 December 2021.
RISK MANAGEMENT AND THE INTERNAL CONTROL ENVIRONMENT
The role of the Board
A formal risk identification and assessment process has been adopted by the Company resulting in a risk framework document which summarises the key risks and their mitigation.
The Board undertakes a formal risk review with the assistance of the Audit and Risk Committee at least twice a year in order to robustly assess the effectiveness of the Company's risk management and internal control systems. During the course of its review in respect of the year ended 31 December 2022, the Board has not identified, nor been advised of any failings or weaknesses which it has determined to be of a material nature. The principal risks and uncertainties which the Company faces are set out below.
Principal risks and uncertainties
The Board of Directors has overall responsibility for risk management and internal control of the Company. The Board recognises that risk is inherent in the operation of the Company and that effective risk management is key to the success of the organisation. The Board has delegated responsibility for the assurance of the risk management process and the review of mitigating controls to the Audit and Risk Committee.
The principal risks and the Company's policies for managing these risks are set out below and the policy and practice with regard to financial instruments are summarised in Note 16 to the financial statements.
There were no changes to these risks in the current year or at the date of this report.
| Risk | Description and mitigation |
| Failure to achieve target returns | The target returns are targets only and are based on financial projections that are themselves based on assumptions regarding market conditions, economic environment, availability of investment opportunities and investment-specific assumptions that may not be consistent with conditions in the future.
The Company seeks to achieve its investment objective predominantly through direct or indirect exposure to debt assets. Debt assets typically comprise royalty debt instruments, priority royalty tranches, senior secured debt, unsecured debt and credit-linked notes. A variety of factors, including lack of attractive investment opportunities, defaults and prepayments under debt assets, inability of the Company to obtain debt at an appropriate rate, changes in the life sciences industry, exchange rates, government regulations, the non-performance (or underperformance) of any life sciences product (or any life sciences company) could adversely impact the Company's ability to achieve its investment objective and deliver the target returns. A failure by the Company to achieve its target returns could adversely impact the value of the Shares and lead to a loss of investment.
The Company has an investment policy to achieve a balanced investment with a diversified asset base and has investment restrictions in place to limit exposure to potential risk factors. These factors enable the Company to build a diversified portfolio that should deliver returns that are in line with its stated target return.
|
| The success of the Company depends on the ability and expertise of the Investment Manager | In accordance with the Investment Management Agreement, the Investment Manager is responsible for the investment management of the Company's assets. The Company does not have its own employees and all of its Directors are appointed on a non-executive basis. All investment and asset management decisions are made by the Investment Manager (or any delegates thereof) and not by the Company or the Directors and, accordingly, the Company is completely reliant upon, and its success depends on, the Investment Manager and its personnel, services and resources. The Investment Manager is required, under the terms of the Investment Management Agreement, to perform in accordance with the Service Standard. The Investment Manager does not submit individual investment decisions to the Board for approval and the Board does not supervise the due diligence performed by the Investment Manager. As part of its asset management decisions, the Investment Manager may from time to time make commitments for future investments for which the Company may need to raise funds in the future by issuing equity and/or debt or by selling all or part of other investments to raise liquidity.
The Company is entitled to terminate the Investment Management Agreement if the Investment Manager has (i) committed fraud, gross negligence or wilful misconduct in the performance of its obligations under the Investment Management Agreement, or (ii) breached its obligations under the Investment Management Agreement, and the Company is reasonably likely to suffer a loss arising directly or indirectly out of or in connection with such breach of an amount equal to or greater than 10 per cent. of the NAV as at the date of the breach. The Investment Management Agreement may also be terminated at the Company's discretion on not less than six months' notice to the Investment Manager.
Under the terms of the Investment Management Agreement, the Investment Manager is only liable to the Company (and will only lose its indemnity) if it has committed fraud, gross negligence or wilful misconduct or acted in bad faith, or knowingly violated applicable securities' laws. The performance of the Company is dependent on the diligence, skill and judgement of certain key individuals at the Investment Manager, including Pedro Gonzalez de Cosio and other senior investment professionals and the information and investments' pipeline generated through their business development efforts. On the occurrence of a Key Person Event (as defined in the Investment Management Agreement), the Company may be entitled to terminate the Investment Management Agreement with immediate effect (subject to the Investment Manager's right to find an appropriate replacement to be approved by the Board (such approval not to be unreasonably withheld or delayed) within 180 days)). However, if the Company elects to exercise this right, it would be required to pay the Investment Manager a termination fee equal to either 1 per cent. or 2 per cent. of the invested NAV (depending on the reason for the Key Person Event), as at the date of such termination. If the Company elects not to exercise this right, the precise impact of a Key Person Event on the ability of the Company to achieve its investment objective and target returns cannot be determined and would depend inter alia on the ability of the Investment Manager to recruit individuals of similar experience, expertise and calibre. There can be no guarantee that the Investment Manager would be able to do so and this could adversely affect the ability of the Company to meet its investment objective and target returns and may adversely affect the NAV and Shareholder returns and result in a substantial loss of a Shareholder's investment.
Pharmakon Advisors, the Investment Manager, has extensive expertise and a track record of successfully investing in debt and other cash flows backed by life sciences products. The Investment Management Agreement provides attractive incentives for the Investment Manager to perform prudently and in the best interests of the Company. In addition, the Investment Manager and its affiliates own approximately 6 per cent. of the Company as at 31 December 2022, creating a strong alignment of interests between the Investment Manager and its affiliates and Shareholders of the Company.
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| The Company may from time to time commit to make future investments that exceed its current liquidity | From time to time, the Company may commit to make future investments for which the Company will need to raise funds by issuing equity and/or debt, or by selling all or part of other investments. Investment opportunities may require the Company to fund transactions in two or more tranches, with the later tranches to be funded six or more months in the future. Refusing to offer such later tranches would decrease the attractiveness of the Company's investment proposals and harm the Company's ability to successfully deploy its capital. Requiring the Company to maintain low-yielding cash balances sufficient to fund all such later tranches at the time of the initial commitment would decrease the average yield on the Company's assets, adversely impacting the returns to investors, and may also result in missed investment opportunities. However, in order to fund all such later tranches, the Company could be forced to issue debt, sell assets or renegotiate with the party to which it has committed the funding on unattractive terms. Furthermore, there can be no assurance that the Company will always be able to raise sufficient liquidity (by issuing equity and/or debt, or by selling investments) to meet its funding commitments. If the Company were to fail to meet its funding commitments, the Company could be in breach of its contractual obligations, which could adversely affect the Company's reputation, could result in the Company facing legal action from its counterparty, and could adversely affect the Company's financial results.
Pharmakon Advisors, the Investment Manager, together with its affiliate RP Management LLC, believes that the risks associated with such unfunded commitment is manageable without undue risk. Pharmakon Advisors has extensive expertise in raising debt secured by cash flows from life sciences products and has extensive relationships with banks and other financial institutions who can be called on to provide debt financing to the Company in order to raise liquidity. In addition, Pharmakon Advisors has expertise purchasing and selling life sciences debt assets in the secondary market and has extensive relationships with the major participants in the life-sciences debt market who would be the likely purchasers of any assets offered for sale by the Company in order to raise liquidity.
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| The Investment Manager's ability to source and advise appropriately on investments | Returns on the shareholders' investments will depend upon the Investment Manager's ability to source and make successful investments on behalf of the Company. There can be no assurance that the Investment Manager will be able to do so on an ongoing basis. Many investment decisions of the Investment Manager will depend upon the ability of its employees and agents to obtain relevant information. There can be no guarantee that such information will be available or, if available, can be obtained by the Investment Manager and its employees and agents. Furthermore, the Investment Manager will often be required to make investment decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. For example, the Investment Manager may not have access to records regarding the complaints received regarding a given life science product or the results of research and development related to products. Furthermore, the Company may have to compete for attractive investments with other public or private entities, or persons, some or all of which may have more capital and resources than the Company. These entities may invest in potential investments before the Company is able to do so or their offers may drive up the prices of potential investments, thereby potentially lowering returns and, in some cases, rendering them unsuitable for the Company. An inability to source investments would have a material adverse effect on the Company's profitability, its ability to achieve its target returns and the value of the Shares.
The Investment Manager believes that sourcing investments is one of its competitive advantages. The Investment Manager's professionals, together with those at its affiliate RP Management LLC, accessible through the Shared Services Agreement, have complementary scientific, medical, licensing, operating, structuring and financial backgrounds which the Investment Manager believes provide a competitive advantage in sourcing, evaluating, executing and managing credit investments in the life sciences industry.
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| There can be no assurance that the Board will be able to find a replacement investment manager if the Investment Manager resigns | Under the terms of the Investment Management Agreement, the Investment Management Agreement may be terminated by: (A) the Investment Manager on not less than six months' notice to the Company, such notice not to expire earlier than 18 months following Admission; or (B) the Company on not less than six months' notice to the Investment Manager, such notice not to expire earlier than: (i) 36 months following Admission, unless approved by Shareholders by ordinary resolution; and (ii) 18 months following Admission, in any event. The Board would, in these circumstances, have to find a replacement investment manager for the Company and there can be no assurance that a replacement with the necessary skills and experience would be available and/or could be appointed on terms acceptable to the Company. In this event, the Board may have to formulate and put forward to Shareholders proposals for the future of the Company which may include its merger with another investment company, reconstruction or winding up. It is possible that, following the termination of the Investment Manager's appointment, the Investment Manager will continue to have a role in the investment management of certain assets, where a debt asset is shared with one or more other entity managed by the Investment Manager that continue to retain the Investment Manager's services.
In the event the Investment Manager resigns, the Board will put forward to Shareholders proposals for the future of the Company which may include its merger with another investment company, reconstruction or winding up. Entities affiliated with the Investment Manager own approximately 6 per cent. of the Company as at 31 December 2022. This affiliate ownership level, coupled with the fact that the Investment Manager is fairly compensated, provide further incentive for them to remain as Investment Manager to the Company.
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| Concentration in the Company's portfolio may affect the Company's ability to achieve its investment objective | The Company's published investment policy allows the Company to invest up to 25 per cent. of the Company's assets in a single debt asset or in debt assets issued to a single borrower. While the investment limits in the investment policy have been set keeping in mind the debt capital requirements of the life sciences industry and the investment opportunities available to the Investment Manager, it is possible that the Company's portfolio may be significantly concentrated at any given point in time.
Concentration in the Company's portfolio may increase certain risks to which the Company is subject, some or all of which may be related to events outside the Company's control. These would include risks around the creditworthiness of the relevant borrower, the nature of the debt asset and of any life sciences product(s) in question. The occurrence of these situations may result in greater volatility in the Company's investments and, consequently, its NAV, and may materially and adversely affect the performance of the Company and the Company's returns to shareholders. Such increased concentration of the Company's assets could also result in greater losses to the Company in adverse market conditions than would have been the case with a less concentrated portfolio, and have a material adverse effect on the Company's financial condition, business, prospects and results of operations and, consequently, the Company's NAV and/or the market price of the Shares.
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| Life sciences products are subject to intense competition and various other risks | The biopharmaceutical and pharmaceutical industries are highly competitive and rapidly evolving. The length of any life sciences product's commercial life cannot be predicted. There can be no assurance that the life sciences products will not be rendered obsolete or non-competitive by new products or improvements made to existing products, either by the current marketer of the life sciences products or by another marketer. Adverse competition, obsolescence or governmental and regulatory life sciences policy changes could significantly impact royalty revenues of life sciences products which serve as the collateral or other security for the repayment of obligations outstanding under the Company's investments. If a life sciences product is rendered obsolete or non-competitive by new products or improvements on existing products or governmental or regulatory action, such developments could have a material adverse effect on the ability of the borrower under the relevant debt asset to make payment of interest on, and repayments of the principal of, that debt asset, and consequently could adversely affect the Company's performance. If additional side effects or complications are discovered with respect to a life sciences product, and such life sciences product's market acceptance is impacted or it is withdrawn from the market, continuing payments of interest on, and repayment of the principal of, that debt asset may not be made on time or at all. It is possible that over time side effects or complications from one or more of the life sciences products could be discovered, and, if such a side effect or complication posed a serious safety concern, a life sciences product could be withdrawn from the market, which could adversely affect the ability of the borrower under the relevant debt asset to make continuing payments of interest on, and repayment of the principal of, that debt asset, in which case the Company's ability to make distributions to investors may be materially and adversely affected.
Furthermore, if an additional side effect or complication is discovered that does not pose a serious safety concern, it could nevertheless negatively impact market acceptance and therefore result in decreased net sales of one or more of the life sciences products, which could adversely affect the ability of borrowers under the relevant debt asset(s) to make continuing payments of interest on, and repayment of the principal of, that debt asset(s), in which case the Company's ability to make distributions to investors may be materially and adversely affected.
The Investment Manager engages in a thorough diligence process before entering into any debt instrument with the counterparty and interacts with each counterparty as needed to evaluate the status of its investment on an ongoing basis.
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| Investments in debt obligations are subject to credit and interest rate risks | Debt instruments are subject to credit and interest rate risks. Credit risk refers to the likelihood that the borrower will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of a borrower are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt asset may affect its credit risk. Credit risk may change over the life of an instrument. Interest rate risk refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt asset indirectly (especially in the case of fixed rate debt assets) and directly (especially in the case of debt assets whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt asset and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. In addition, interest rate increases generally will increase the interest carrying costs to the Company (or any entity through which the Company invests) of leveraged investments.
The Company will often seek to be a secured lender for each Debt Asset. However, there is no guarantee that the relevant borrower will repay the loan or that the collateral will be sufficient to satisfy the amount owed under the relevant Debt Asset. Credit risk will be assessed on an ongoing basis along with interest rate risk, and is further mitigated by the Company's investment policy permitting up to 25 per cent. of the Company's assets to be invested in a single Debt Asset or in Debt Assets issued to a single borrower. Interest rate risk can be managed in a variety of ways, including with the use of derivatives.
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| Counterparty risk | The Company intends to hold debt assets that will generate an interest payment. There is no guarantee that any borrower will honour their obligations. The default or insolvency of such borrowers may substantially affect the Company's business, financial condition, results of operations, the NAV and Shareholder returns.
The Company will often seek to be a secured lender for each Debt Asset. However, there is no guarantee that the relevant borrower will repay the loan or that the collateral will be sufficient to satisfy the amount owed under the relevant Debt Asset.
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| Sales of life sciences products are subject to regulatory actions that could harm the Company's ability to make distributions to investors
| There can be no assurance that any regulatory approvals for indications granted to one or more life sciences products will not be subsequently revoked or restricted. Such revocation or restriction may have a material adverse effect on the sales of such products and on the ability of borrowers under the relevant Debt Asset to make continuing payments of interest on, and repayment of the principal of, that Debt Asset, in which case the Company's ability to make distributions to investors may be materially and adversely affected. Changes in legislation are monitored with the use of third-party legal advisers and the Investment Manager will maintain awareness of new approvals or revoked approvals.
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| Net asset values published will be estimates only and may differ materially from actual results | Generally, there will be no readily available market for a significant number of the Company's investments and hence, the majority of the Company's investments are not valued based on market-observable inputs.
The valuations used to calculate the NAV on a monthly basis will be based on the Investment Manager's unaudited estimated fair market values of the Company's investments. It should be noted any such estimates may vary (in some cases materially) from the results published in the Company's financial statements (as the figures are published at different times) and that they, and any NAV figure published, may vary (in some cases materially) from realised or realisable values.
The Investment Manager sends valuations on a monthly basis to the administrator for calculation of the NAV. The NAV is prepared by the administrator on the basis of information received from the Investment Manager and, once finalised, is reviewed and approved by a representative of the Investment Manager. Once approved, the Investment Manager notifies the Board and the NAV is released to the market.
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| Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company | Any change in the Company's tax status, or in taxation legislation or practice in the UK, US or elsewhere, could affect the value of the Company's investments and the Company's ability to achieve its investment objective, or alter the post-tax returns to Shareholders. It is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions for approval of the Company by HMRC as an investment trust under section 1158 of the Corporation Tax Act 2010 (as amended) and pursuant to regulations made under Section 1159 of the Corporation Tax Act 2010. However, although the approval has been obtained, neither the Investment Manager nor the Directors can guarantee that this approval will be maintained at all times. The Company has been granted approval from HMRC as an investment trust and will continue to have investment trust status in each subsequent accounting period, unless the Company fails to meet the requirements to maintain investment trust status, pursuant to the regulations. For example, it is not possible to guarantee that the Company will remain a non-close company, which is a requirement to maintain investment trust status, as the Shares are freely transferable. Failure to maintain investment trust status could, as a result, (inter alia) lead to the Company being subject to UK tax on its chargeable gains. Existing and potential investors should consult their tax advisers with respect to their particular tax situations and the tax effects of an investment in the Company.
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| Global Pandemics may affect the operation and performance of the Company | Global pandemics have the potential to affect the daily operations of the Investment Manager and its service providers. The Company's Investment Manager and current service providers may rely on their business continuity plans for remote work and there is an increased risk of control deficiencies. The ultimate impact of a pandemic or a similar health epidemic is highly uncertain, subject to change and may affect the credit quality of the loans in the Company's portfolio.
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GOING CONCERN
The Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company's ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements were approved.
VIABILITY STATEMENT
The Board has assessed the principal risks facing the Company over a five-year period, including those that would threaten its business model, future performance, solvency or liquidity. The five-year period was selected to align with the average duration of the Company's existing investments. The next continuation vote of the Company will also take place within this five-year time frame, in 2024. The Board has developed a matrix of risks facing the Company and has put in place certain investment restrictions which are in line with the Company's investment objective and policy in order to mitigate these risks as far as practicable. The principal risks which have been identified, and the steps taken by the Board to mitigate these risks, are presented above.
The Company believes its borrowing capabilities provide further flexibility and help ensure it is in a position to finance its funding obligations in the event that internally generated cash flow in the period is insufficient to finance the unfunded portion of a lending commitment. The Board reviews the Company's financing arrangements quarterly to ensure that the Company is in a strong position to fund all outstanding commitments on existing investments as well as being able to finance new investments. In addition, the Board regularly reviews the prospects for the Company's portfolio and the pipeline of potential investment opportunities which provide comfort that the Company is able to continue to finance its activities for the medium-term future.
Based on this assessment, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five-year period.
ENVIRONMENTAL, HUMAN RIGHTS, EMPLOYEE, SOCIAL AND COMMUNITY ISSUES
The Board recognises the requirement under the Companies Act 2006 to detail information about employees, human rights, environmental and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements do not apply directly to the Company as it has no employees, all the Directors are non-executive and it has outsourced all its functions to third-party service providers. The Company has therefore not reported further in respect of these provisions.
While the Company is not within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human trafficking statement, the Company considers its supply chains to be of low risk as its principal service providers are the professional advisers set out in the Corporate Information section below. Further information on the Company's anti-bribery and corruption policy is set out in the full report.
There are five Directors, four male and one female. Further information on the composition and operation of the Board is detailed in the full report.
The Strategic Report has been approved by the Board and signed on its behalf by
Harry Hyman
Chairman
21 March 2023
EXTRACTS FROM THE DIRECTORS' REPORT
The Directors are pleased to present the Annual Report and audited financial statements for the year ended 31 December 2022.
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements are listed below:
Harry Hyman - Chairman
Duncan Budge - Senior Independent Director
Colin Bond - Chairman of the Audit and Risk Committee
Stephanie Léouzon - Director
Rolf Soderstrom - Director
Share capital
An allotment authority for the issuance of up to 137,387,200 ordinary or C shares was passed at the Company's Annual General Meeting held on 9 June 2022. This authority will expire at the conclusion of, and renewal will be sought at, the annual general meeting to be held in May 2023. No shares were issued during the year.
At the Annual General Meeting held on 9 June 2022, the Company was granted authority to purchase up to 14.99 per cent. of the Company's Ordinary Share capital in issue at that date, amounting to 205,952,416 Ordinary Shares. This authority will expire at the conclusion of, and renewal will be sought at, the Annual General Meeting to be held in May 2023. No shares were purchased for cancellation during the year.
At 31 December 2022, and as at the date of this report, there are 1,373,932,067 Ordinary Shares in issue. As at 31 December 2022 there were 54,753,398 Ordinary Shares held in treasury, including
2,000,000 unsettled shares, and at the date of this report 55,277,181. At general meetings of the Company, shareholders are entitled to one vote on a show of hands and on a poll, to one vote for every Share held. Shares held in treasury do not carry voting rights. The total voting rights of the Company at 31 December 2022 was 1,319,178,669, and as at the date of this report 55,277,181.
Further information on the Company's share capital is set out in Note 13 to the financial statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with UK adopted International Accounting Standards ("UK IAS").
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether applicable UK IASs have been followed, subject to any material departures disclosed and explained in the financial statements;
· make judgements and accounting estimates that are reasonable and prudent; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
Each of the directors, whose names and functions are listed in the Board of Directors section above confirm that, to the best of their knowledge:
· the company financial statements, which have been prepared in accordance with UK IASs, give a true and fair view of the assets, liabilities, financial position and profit of the company; and
· the Strategic Report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Harry Hyman
Chairman
21 March 2023
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2021 and 31 December 2022 but is derived from those accounts. Statutory accounts for the year ended 31 December 2021 have been delivered to the Registrar of Companies, and those for the year ended 31 December 2022 will be delivered in due course. The Auditor has reviewed those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Financial Statements.
.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
(In $000s except per share amounts)
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| | ||||
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| Year ended 31 December 2022 | Year ended 31 December 2021 | ||||
| | Note | Revenue | Capital | Total | Revenue | Capital | Total |
| Income | |
|
|
| | | |
| Investment income* | 3 | 211,077 | - | 211,077 | 127,615 | - | 127,615 |
| Other income | 3 | 1,145 | - | 1,145 | 17 | - | 17 |
| Net gains/(losses) on all investments at fair value | 7 | - | 5,947 | 5,947 | - | (23,753) | (23,753) |
| Net currency exchange losses | | - | (29) | (29) | - | (18) | (18) |
| | | | | | | | |
| Total income/(expense) | | 212,222 | 5,918 | 218,140 | 127,632 | (23,771) | 103,861 |
| | |
|
|
| | | |
| Expenses | |
|
|
| | | |
| Management fee | 4 | (13,640) | - | (13,640) | (13,670) | - | (13,670) |
| Performance fee | 4 | (20,255) | - | (20,255) | (2,222) | - | (2,222) |
| Directors' fees | 4 | (415) | - | (415) | (395) | - | (395) |
| Other expenses | 4 | (1,519) | - | (1,519) | (2,615) | - | (2,615) |
| | | | | | | | |
| Total expenses | | (35,829) | - | (35,829) | (18,902) | - | (18,902) |
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| |
|
|
|
|
|
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| Return on ordinary activities after finance costs and before taxation | | 176,393 | 5,918 | 182,311 | 108,730 | (23,771) | 84,959 |
| Taxation on ordinary activities | 5 | - |
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| - | - | - |
|
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|
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|
|
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| Return on ordinary activities after finance costs and taxation | | 176,393 | 5,918 | 182,311 | 108,730 | (23,771) | 84,959 |
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| Net revenue and capital return per ordinary share (basic and diluted) | 11 | $0.1293 | $0.0043 | $0.1336 | $0.0791 | -$0.0173 | $0.0618 |
* 2021 Investment income includes $20,484,000 from prior year income from its financing subsidiary, BPCR Limited Partnership. Please see note 3 below for full details.
The total column of this statement is the Company's Statement of Comprehensive Income prepared in accordance with IFRS. The supplementary revenue and capital columns are presented for information purposes as recommended by the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC").
All items in the above Statement derive from continuing operations.
There is no other comprehensive income, and therefore the return on ordinary activities after finance costs and taxation is also the total comprehensive income.
The notes below form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
(in $000s)
| For the year ended 31 December 2022 | Note | Share capital | Share premium account | Special distributable reserve* | Capital reserve | Revenue reserve* | Total equity attributable to Shareholders of the Company |
| Net assets attributable to shareholders at 1 January 2022 |
| 13,739 | 607,125 | 726,239 | (3,757) | 20,371 | 1,363,717 |
| |
| | | | | | |
| Return on ordinary activities after finance costs and taxation |
| - | - | - | 5,918 | 176,393 | 182,311 |
| Dividends paid to Ordinary Shareholders | 6 | - | - | (3,672) | - | (152,865) | (156,537) |
| Cost of shares bought back for treasury |
| - | - | (52,038) | - | - | (52,038) |
| | | | | | | | |
| Net assets attributable to shareholders at 31 December 2022 | | 13,739 | 607,125 | 670,529 | 2,161 | 43,899 | 1,337,453 |
|
For the year ended 31 December 2021 |
| Share capital | Share premium account | Special distributable reserve* | Capital reserve | Revenue reserve* |
Total equity attributable to Shareholders of the Company |
| Net assets attributable to shareholders at 1 January 2021 | | 13,739 | 607,125 | 730,492 | 20,014 | 7,545 | 1,378,915 |
| | | | | | | | |
| Return on ordinary activities after finance costs and taxation | | - | - | - | (23,771) | 108,730 | 84,959 |
| Dividends paid to Ordinary Shareholders | 6 | - | - | (4,253) | - | (95,904) | (100,157) |
|
Cost of shares bought back for treasury | | - | - | - | - | - | - |
| | | | | | | | |
| Net assets attributable to shareholders at 31 December 2021 | | 13,739 | 607,125 | 726,239 | (3,757) | 20,371 | 1,363,717 |
* The special distributable and revenue reserves can be distributed in the form of a dividend.
The notes below form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
As at 31 December 2022 (In $000s except per share amounts)
| | Note | 31 December 2022 | 31 December 2021 |
| Non-current assets | | | |
| Investments at fair value through profit or loss | 7 | 1,223,651 | 1,265,898 |
| | | 1,223,651 | 1,265,898 |
| Current assets | |
| |
| Trade and other receivables | 8 | 19,838 | 10,010 |
| Cash and cash equivalents | 9 | 120,527 | 94,709 |
| | | | |
| | | 140,365 | 104,719 |
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| Total assets | | 1,364,016 | 1,370,617 |
| | | | |
| Current liabilities | | | |
| Trade and other payables | 10 | 26,301 | 6,342 |
| | | | |
| Total current liabilities | | 26,301 | 6,342 |
| Total assets less current liabilities | | 1,337,715 | 1,364,275 |
| Non-current liabilities | | |
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| Deferred income | 10 | 262 | 558 |
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| Net assets | | 1,337,453 | 1,363,717 |
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| Represented by: | | | |
| Share capital | 13 | 13,739 | 13,739 |
| Share premium account | | 607,125 | 607,125 |
| Special distributable reserve | | 670,529 | 726,239 |
| Capital reserve | | 2,161 | (3,757) |
| Revenue reserve | | 43,899 | 20,371 |
| | | | |
| Total equity attributable to shareholders of the Company | | 1,337,453 | 1,363,717 |
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| Net asset value per ordinary share (basic and diluted) | 12 | $1.0139 | $0.9926 |
The financial statements of BioPharma Credit PLC registered number 10443190 were approved and authorised for issue by the Board of Directors on 21 March 2023 and signed on its behalf by:
Harry Hyman
Chairman
21 March 2023
The notes below form part of these financial statements.
CASH FLOW STATEMENT
For the year ended 31 December 2022 (In $000s)
| | Note | Year ended 31 December 2022 | Year ended 31 December 2021 |
|
| | | |
| Cash flows from operating activities | | | |
| Investment income received | | 210,780 | 127,615 |
| Other income received | | 954 | 20 |
| Investment management fee paid | | (13,723) | (19,177) |
| Performance fee paid | | (2,222) | - |
| Other expenses paid | | (1,570) | (2,429) |
| Change in amounts due from BPCR Limited Partnership | | (9,942) | (9,593) |
| Cash generated from operations | 15 | 184,277 | 96,436 |
|
| | | |
| Net cash flow generated from operating activities | | 184,277 | 96,436 |
| | | | |
| Cash flow from investing activities | | | |
| Purchase of investments* | | (100,000) | (187,141) |
| Sales of investments* | | 148,194 | 92,320 |
| | | | |
| Net cash flow generated from/(used in) investing activities | | 48,194 | (94,821) |
| | | | |
| Cash flow from financing activities | | | |
| Dividends paid to Ordinary shareholders | 6 | (156,537) | (100,157) |
| Share buybacks | | (50,087) | - |
| | | | |
| Net cash flow used in financing activities | | (206,624) | (100,157) |
| | |
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|
| Increase/ (decrease) in cash and cash equivalents for the year | | 25,847 | (98,542) |
| | | | |
| Cash and cash equivalents at start of year | 9 | 94,709 | 193,269 |
| Revaluation of foreign currency balances | | (29) | (18) |
| | | | |
| Cash and cash equivalents at end of year | 9 | 120,527 | 94,709 |
* BPCR Limited Partnership investments not included.
The notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
1. GENERAL INFORMATION
BioPharma Credit PLC is a closed-ended investment company incorporated and domiciled in England and Wales on 24 October 2016 with registered number 10443190. The registered office of the Company is 6th Floor, 65 Gresham Street, London, United Kingdom, EC2V 7NQ.
The Company carries on business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
The Company's Investment Manager is Pharmakon Advisors L.P. ("Pharmakon") . Pharmakon is a limited partnership established under the laws of the State of Delaware. It is registered as an investment adviser with the Securities and Exchange Commission ("SEC") under the United States Investment Advisers Act of 1940, as amended.
Pharmakon is authorised as an Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD") . Pharmakon has, with the consent of the Directors, delegated certain administrative duties to Link Alternative Fund Administrators Limited ("Link") .
2. ACCOUNTING POLICIES
a) Basis of preparation
The Company's annual financial statements covers the year from 1 January 2022 to 31 December 2022 and have been prepared in accordance with UK-adopted International Accounting Standards (UK IAS) and as applied in accordance with the Disclosure Guidance Transparency Rules sourcebook of the Financial Conduct Authority (FCA) and the AIC SORP (issued in July 2022) for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of UK IAS . The financial statements have been prepared in accordance with the Companies Act 2006, as applicable to companies reporting under those standards.
The financial statements are presented in US dollars, being the functional currency of the Company. The financial statements have been prepared on a going concern basis under historical cost convention, except for the measurement at fair value of investments measured at fair value through profit or loss.
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 'Consolidated Financial Statements' are required to measure their subsidiaries at fair value through profit or loss rather than consolidate the entities. The criteria which define an investment entity are as follows:
• an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;
• an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
• an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Directors have concluded that the Company meets the characteristics of an investment entity, in that it has more than one investor and its investors are not related parties; holds a portfolio of investments, predominantly in the form of loans which generates returns through interest income. All investments, including its subsidiary BPCR Limited Partnership, are reported at fair value to the extent allowed by UK IAS.
b) Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been prepared alongside the Income Statement.
c) Segmental reporting
The Directors are of the opinion that the Company has one operating and reportable segment being the investment in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
d) Investments at fair value through profit or loss
The principal activity of the Company is to invest in interest-bearing debt assets with a contractual right to future cash flows derived from royalties or sales of approved life sciences products. Most of the Company's investments are held indirectly via its subsidiary, BPCR Limited Partnership. In accordance with UK IAS, the financial assets are measured at fair value through profit or loss. They are accounted for on their trade date at fair value, which is equivalent to the cost of the investment. The fair value of the asset reflects any contractual amortising balance.
The fair value hierarchy consists of the following three levels:
• Level 1 - Quoted price (unadjusted) in active markets for identical assets or liabilities
• Level 2 - Valuation techniques using observable Inputs
• Level 3 - Valuation techniques using significant unobservable inputs
Level 1 investments are priced by unadjusted quoted prices in active prices.
Level 2 investments may be valued using market data obtained from external, independent sources. The data used could include quoted prices for similar assets and liabilities in active markets, prices for identical or similar assets and liabilities in inactive markets, or models with observable inputs.
For unlisted level 3 investments where the market for a financial instrument is not active, fair value is established using valuation techniques in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines (issued in December 2022), which may include recent arm's length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has proved reliable from estimates of prices obtained in actual market transactions, that technique is utilised. More information can be found in Note 2(n) below.
Unlisted investments often require the manager to make estimates and judgements and apply assumptions or subjective judgement to future events and other matters that may affect fair value. For unlisted investments valued using a discounted cash flow analysis, the key judgements are the size of the market, pricing, projected sales of the product at trade date and future growth and other factors that will support the repayment of a senior secured or royalty debt instrument.
Changes in the fair value of investments held at fair value through profit or loss, and gains or losses on disposal, are recognised in the Statement of Comprehensive Income as gains or losses from investments held at fair value through profit or loss. Transaction costs incurred on the purchase and disposal of investments are included within the cost or deducted from the proceeds of the investments. All purchases and sales are accounted for on trade date.
IFRS 9 'Financial Instruments', interest benchmark reform. The Phase 2 amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. Although this is now in effect USD LIBOR will not be phased out until June 2023.
e) Foreign currency
Transactions denominated in currencies other than US dollars are recorded at the rates of exchange prevailing on the date of the transaction. Items which are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the Statement of Comprehensive Income.
f) Income
There are six main sources of revenue for the Company: interest income, income from subsidiaries, royalty revenue, make-whole and prepayment income, dividends and paydown fees.
Interest income is recognised when it is probable that the economic benefits will flow to the Company. Interest is accrued on a time basis, by reference to the principal outstanding and the effective interest rate that is applicable. Accrued interest is included within trade and other receivables on the Statement of Financial Position.
The Company recognises accrued income for investments that it holds directly. The Company also holds an investment in BPCR Limited Partnership, its wholly owned subsidiary which it measures at fair value through profit or loss rather than consolidate. BPCR Limited Partnership also recognises accrued income for investments it holds directly. When the accrued income is recorded at the Partnership, the Company recognises the income in capital within the Statement of Comprehensive Income. When the Company's right to receive the income is established, funds are transferred from the Partnership to the Company and income is transferred to revenue within the Statement of Comprehensive Income.
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably) . Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement.
Make-whole and prepayment income is recognised when payments are received by the Company and is recorded to revenue within the Statement of Comprehensive Income.
Dividends are receivable on equity shares and recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company's right to receive payment is established. Dividends from investments in unquoted shares and securities are recognised when they become receivable.
Some investments include additional consideration in the form of structuring fees, which are paid on completion of the transaction. As the investments are classified as level 3 in the fair value hierarchy, there is no observable evidence of the fair value of the investments excluding the fees, therefore the fees should be included in the day one fair value of the investments. Such fees are included in the fair value of the investment and released to the Statement of Comprehensive Income over the life of the investment. We consider incorporating the fees in the fair value gains and losses over the life of the loans to be more reflective of the period over which the benefit is received. These fees are allocated to revenue within the Statement of Comprehensive Income.
Bank interest and other interest receivable are accounted for on an accruals basis.
g) Dividends paid to shareholders
The Company intends to pay dividends in US Dollars on a quarterly basis, however, shareholders can elect to have dividends paid in sterling. The Company may, where the Directors consider it appropriate, use the reserve created by the cancellation of its share premium account to pay dividends.
The Company intends to comply with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010 (as amended) regarding distributable income. As such, the Company will distribute amounts such that it does not retain in respect of an accounting period an amount greater than 15 per cent. of its income (as calculated for UK tax purposes) for that period.
h) Expenses
All expenses are accounted for on an accruals basis, with the exception of director's expenses which are accounted for on a cash basis. Expenses, including investment management fees, performance fees and finance costs, are charged through the revenue account except as follows:
• expenses which are incidental to the acquisition or disposal of an investment are treated as capital costs and separately identified and disclosed in Note 4; and
• expenses of a capital nature are accounted for through the capital account.
The performance fee is considered to be an annual fee and is only recognised at the end of each performance period. It is calculated in accordance with the details in Note 4(b) below. Any performance fee triggered, whether payable or deferred, is recognised in the Statement of Comprehensive Income. Where a performance fee is payable it is treated as a current liability in the Statement of Financial Position. Where a performance fee is deferred, it is treated as a non-current liability in the Statement of Financial Position. It becomes payable to the Investment Manager at the end of the first performance period in respect to which the compounding condition is satisfied.
i) Trade and other receivables
Trade and other receivables are recognised and carried at amortised cost as the Company collects contractual interest payments from its borrowers. An allowance for estimated unrecoverable amounts are measured and recognised where necessary. The Company assesses, on a forward-looking basis, the expected losses associated with its trade and other receivables.
j) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term with original maturities of three months of less and highly liquid investments, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents includes interest and income from money market funds and US Treasury bills.
k) Trade and other payables
Trade and other payables are recognised and carried at amortised cost, do not carry any interest and are short-term in nature.
l) Taxation
The Company may, if it so chooses, designate as an 'interest distribution' all or part of the amount it distributes to shareholders as dividends, to the extent that it has 'qualifying interest income' for the accounting period. Were the Company to designate any dividend it pays in this manner, it should be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. The Company intends to elect for the 'streaming' regime to apply to the dividend payments it makes to the extent that it has such 'qualifying interest income'. shareholders in receipt of such a dividend will be treated, for UK tax purposes, as though they had received a payment of interest, which results in a reduction of the corporation tax payable by the Company.
Tax on the profit or loss for the year comprises current and deferred tax. Corporation tax is recognised in the Statement of Comprehensive Income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous periods. The tax effect of different items of expenditure is allocated between revenue and capital on the same basis as the particular item to which it relates, using the Company's marginal method of tax, as applied to those items allocated to revenue, for the accounting period.
Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
m) Share capital and reserves
The share capital represents the nominal value of the Company's ordinary shares.
The share premium account represents the excess over nominal value of the fair value of consideration received for the Company's ordinary shares, net of expenses of the share issue. This reserve cannot be distributed.
The special distributable reserve was created on 29 June 2017 to enable the Company to buy back its own shares and pay dividends out of such distributable reserve, in each case when the Directors consider it appropriate to do so, and for other corporate purposes.
The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. The realised capital reserve can be used for the repurchase of shares. This reserve cannot be distributed.
The revenue reserve represents retained profits from the income derived from holding investment assets less the costs and interest on cash balances associated with running the Company. This reserve can be distributed.
n) Critical accounting estimates and assumptions
The preparation of these financial statements in conformity with UK-adopted IAS requires the Directors to make accounting estimates which will not always equal the actual results. The Directors also need to exercise judgement in applying the Company's accounting policies.
This note provides an overview of the areas that involve a higher degree of judgement or complexity and of items which are more likely to be materially adjusted due to estimates included in other notes, together with information about the basis of calculation for each line in the financial statements.
Judgements
Using the criteria in Note 2(a) above, the Directors have judged that the Company meets the characteristics of an investment entity, in that it has more than one investor and its investors are not related parties; holds a portfolio of investments, predominantly in the form of loans which generates returns through interest income.
Estimates and assumptions
In particular, estimates are made in determining the fair valuation of unquoted investments for which there is no observable market and may cause material adjustments to the carrying value of those investments. Determining fair value of investments with unobservable market inputs is an area involving management judgement, requiring assessment as to whether the value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made including management's expectations of short and long term growth rates in product sales and the selection of discount rates to reflect the risks involved. These are valued in accordance with Note 2(d) above and using the valuation techniques described in Note 7 below.
Also, estimates including cash flow projections, discount rates and growth rates in product sales are made when determining any deferred performance fee; this may be affected by future changes in the Company's portfolio and other assets and liabilities.
Any deferred performance fee is calculated in accordance with Note 4(b) below and is recognised in accordance with Note 2(h) above.
These judgements and estimates are reviewed on an ongoing basis. Revisions to these judgements and estimates are also reviewed on an ongoing basis. Revisions are recognised prospectively.
o) Accounting standards not yet effective
There are no standards or amendments not yet effective which are relevant or have a material impact on the Company.
The standards or amendments not yet effective that will be adopted on their effective date are:
• Amendment to IAS1, presentation of financial statements on classification of liabilities, effective from 1 January 2024 clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period.
3. INCOME
| | Year ended | Year ended |
| | 31 December 2022 | 31 December 2021 |
| | $000 | $000 |
| Income from investments | | |
| Unfranked investment income from BPCR Limited Partnership | 210,780 | 122,991 |
| Fixed interest investment income* | - | 136 |
| Floating interest investment income | - | 2,978 |
| Prepayment premium** | - | 1,474 |
| Additional consideration received*** | 297 | 36 |
| | 211,077 | 127,615 |
| Other income | | |
| Interest income from liquidity/money market funds | 487 | 17 |
| Interest income from US treasury bonds | 657 | - |
| Other interest | 1 | - |
|
| 1,145 | 17 |
| Total income**** | 212,222 | 127,632 |
| | | |
* In 2021 $136,000 of fixed investment income was received, which had been incorrectly deducted as tax at source in 2020.
** In 2021 the Company's senior secured term loan to Sebela included a prepayment premium of $1,474,000, which was paid upon the loan repayment and recognised as income in the year.
*** In 2022 $297,000 was recorded as additional income from the Company's investment in OptiNose Warrants (2021: $36,000).
**** In 2021, $20,484,000 of undistributed net income earned by BPCR Limited Partnership in 2020 was received by the Company and was recognised in Investment income in the Statement of Comprehensive Income and as a corresponding unrealised loss in the fair value of the investment. If this had been included in the year in which the income was received, Investment income for the year ending 31 December 2021 would have been $107,148,000.
4. FEES AND EXPENSES
EXPENSES
|
| Year ended 31 December 2022 | Period ended 31 December 2021 | ||||
| | Revenue $000 | Capital $000 | Total $000 | Revenue $000 | Capital $000 | Total $000 |
| Management fee (Note 4a) | 13,640 | - | 13,640 | 13,670 | - | 13,670 |
| Performance fee (Note 4b) | 20,255 | - | 20,255 | 2,222 | - | 2,222 |
| Directors' fees (Note 4c) | 415 | - | 415 | 395 | - | 395 |
|
Other expenses | | | | | | |
| Company Secretarial fee | 89 | - | 89 | 93 | - | 93 |
| Administration fee | 132 | - | 132 | 127 | - | 127 |
| Legal & professional fees | 114 | - | 114 | 180 | - | 180 |
| Public relations fees | 200 | - | 200 | 200 | - | 200 |
| Director's and Officer's liability insurance | 180 | - | 180 | 196 | - | 196 |
| Auditors' remuneration - Statutory audit | 283 | - | 283 | 461 | - | 461 |
| Auditors' remuneration - Other audit related services - Half year review and agreed upon procedures | 85 | - | 85 | 84 | - | 84 |
| Auditors' remuneration - Other audit related procedures - Listing fee** | - | - | - | 127 | - | 127 |
| VAT* | 36 | - | 36 | (47) | - | (47) |
| Listing fee** | - | - | - | 854 | - | 854 |
| Other expenses | 400 | - | 400 | 340 | - | 340 |
| | 1,519 | - | 1,519 | 2,615 | - | 2,615 |
| | | | | | | |
| Total expenses | 35,829 | - | 35,829 | 18,902 | - | 18,902 |
* Negative VAT expense in 2021 is due to an over accrual of VAT in 2020.
**In 2021 the company incurred costs of $981,000 to be admitted to trade on the premium segment of the main market of the London Stock Exchange. Includes $127,000 auditors' remuneration - LSE listing.
A) INVESTMENT MANAGEMENT FEE
With effect from the Initial Admission, the Investment Manager is entitled to a management fee ("Management Fee") calculated on the following basis: (1/12 of 1 per cent of the NAV on the last business day of the month in respect of which the Management Fee is to be paid (calculated before deducting any accrued Management Fee in respect of such month) ) minus (1/12 of $100,000) .
The Management Fee payable in respect of any quarter will be reduced by an amount equal to the Company's pro rata share of any transaction fees, topping fees, break-up fees, investment banking fees, closing fees, consulting fees or other similar fees which the Investment Manager (or an affiliate) receives in connection with transactions involving investments of the Company ("Transaction Fees") . The Company's pro rata share of any Transaction Fees will be in proportion to the Company's economic interest in the investment(s) to which such Transaction Fees relate.
B) PERFORMANCE FEE
Subject to: (i) the NAV attributable to the Ordinary Shares as at the end of a performance period representing a minimum of 6 per cent. annualised rate of return on the Company's IPO gross proceeds (adjusted for dividends, share issues and buybacks as appropriate) , (ii) the total return on the NAV attributable to the Ordinary Shares (adjusted for dividends, share issues and buybacks as appropriate) exceeding 6 per cent. over such performance period, and (iii) a high watermark, the Investment Manager will be entitled to receive a performance fee equal to the lesser of: (a) 50 per cent. of the total return above 6 per cent; and (b) 10 per cent. of the total return over such performance period provided always that the amount of any performance fee payable to the Investment Manager will be reduced to the extent necessary to ensure that after account is taken of such fee, condition (iii) above remains satisfied.
Where the Investment Manager is not entitled to a performance fee solely because condition (i) has not been satisfied, such fee will be deferred and paid in a subsequent performance period in which such condition is satisfied. Where condition (i) is satisfied in a performance period but the payment of a performance fee (or any deferred performance fee from previous performance periods) in full would result in that condition failing, the Investment Manager shall be entitled to such a portion of such fee that does not result in the failure of the condition (i) above and the balance would be deferred to a future performance period.
Any performance fee (whether deferred or otherwise) shall be paid as soon as practicable after the end of the relevant performance period and, in any event, within 15 business days of the publication of the Company's audited annual financial statements relating to such period.
Where the payment of performance fee (or any deferred performance fee from previous performance periods) in full would result in the failure of condition (i) above, the Investment Manager shall only be entitled to 50 per cent. of such fee that does not result in the failure of condition (i) with the balance being deferred to a future performance period.
If, during the last month of a performance period, the Shares have, on average, traded at a discount of 1 per cent. or more to the NAV per Share (calculated by comparing the middle market quotation of the Shares at the end of each business day in the month to the prevailing published NAV per Share (exclusive of any dividend declared) as at the end of such business day and averaging this comparative figure over the month), the Investment Manager shall (or shall procure that its Associate does) apply 50 per cent. of any Performance Fee paid by the Company to the Investment Manager (or its Associate) in respect of that performance period (net of all taxes and charges applicable to such portion of the Performance Fee) to make market acquisitions of Shares (the "Performance Shares") as soon as practicable following the payment of the Performance Fee by the Company to the Investment Manager (or its Associate) and at least until such time as the Shares have, on average, traded at a discount of less than 1 per cent. to the NAV per Share over a period of five business days (calculated by comparing the middle market quotation of the Shares at the end of each such business day to the prevailing published NAV per Share (exclusive of any dividend declared) and averaging this comparative figure over the period of five business days) . The Investment Manager's obligation:
1) shall not apply to the extent that the acquisition of the Performance Shares would require the Investment Manager to make a mandatory bid under Rule 9 of the Takeover Code; and
2) shall expire at the end of the performance period which immediately follows the performance period to which the obligation relates.
The below table shows the accrued and payable performance fee.
|
| As at 31 December 2022 | As at 31 December 2021 |
|
| $000 | $000 |
| Accrued performance fee | 20,255 | 2,222 |
| Performance fee payable | 20,255 | 2,222 |
C) DIRECTORS
Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. The Directors' remuneration is $73,500 per annum for each Director other than:
• the Chairman, who will receive an additional $31,500 per annum; and
• the Chairman of the Audit and Risk Committee, who will receive an additional $15,800 per annum.
5. TAXATION ON ORDINARY ACTIVITIES
It is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions for approval of the Company by HMRC as an investment trust under Section 1158 of the Corporation Tax Act 2010 (as amended) and pursuant to regulations made under Section 1159 of the Corporation Tax Act 2010 and pursuant to regulations made under Section 1159 of the Corporation Tax Act 2010. As an investment trust, the Company is exempt from corporation tax on capital gains.
The current taxation charge for the year is different from the standard rate of corporation tax in the UK of 19.00 per cent, the effective tax rate was 0.00 per cent. The differences are explained below.
There will be in increase in the UK corporation tax rate from 19% to 25%, effective from April 2023, which was substantively enacted on 24 May 2021. This is expected to have no effect on the tax charge for the Company as the exemptions above will still apply.
| | Year ended 31 December 2022 | Year ended 31 December 2021 | ||||
| | Revenue | Capital | Total | Revenue | Capital | Total |
| | $000 | $000 | $000 | $000 | $000 | $000 |
| Total return on ordinary activities before taxation | 176,393 | 5,918 | 182,311 | 108,730 | (23,771) | 84,959 |
| | | | | | | |
| Theoretical tax at UK Corporation tax rate of 19.00% (2021: 19.00% ) | 33,515 | 1,124 | 34,639 | 20,659 | (4,517) | 16,142 |
| | | | | | | |
| Effects of: | | | | | | |
| Capital items that are not taxable | - | (1,124) | (1,124) | - | 4,517 | 4,517 |
| Tax deductible interest distributions | (33,515) | - | (33,515) | (20,659) | - | (20,659) |
| | | | | | | |
| Total tax charge | - | - | - | - | - | - |
At 31 December 2022, the Company had no unprovided deferred tax liabilities.
At that date, based on current estimates and including the accumulation of net allowable losses, the Company had no unrelieved losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and
intends to continue for the foreseeable future to meet) the conditions for approval as an Investment Trust company.
6. DIVIDENDS
The below table represents the dividends paid in the financial year.
| | Year ended 31 December 2022 | Year ended 31 December 2021 | ||||
| | Revenue | Capital | Total | Revenue | Capital | Total |
| | $000 | $000 | $000 | $000 | $000 | $000 |
| In respect of the previous year ended 31 December 2021: | | | | | | |
| Fourth interim dividend of $0.0175 per ordinary share (2021: $0.0175 per Ordinary Share) | 20,371 | 3,672 | 24,043 | - | - | - |
| In respect of the previous year ended 31 December 2020: | | | | | | |
| Special dividend of $0.0029 per Ordinary share | - | - | - | 3,985 | - | 3,985 |
| Fourth interim dividend of $0.0175 per Ordinary share | - | - | - | 24,043 | - | 24,043 |
| In respect of the current year: | | | | | | |
| First interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 24,043 | - | 24,043 | 21,780 | 2,263 | 24,043 |
| Second interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 24,016 | - | 24,016 | 24,043 | - | 24,043 |
| Third interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 23,642 | - | 23,642 | 22,053 | 1,990 | 24,043 |
| Special dividend of $0.045 per Ordinary share (2021: $nil per Ordinary Share | 60,793 | - | 60,793 | - | - | - |
| | 152,865 | 3,672 | 156,537 | 95,904 | 4,253 | 100,157 |
Set out below are the interim dividends paid or proposed on Ordinary Shares in respect of the financial year, which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered.
| | Year ended 31 December 2022 | Year ended 31 December 2021 | ||||
| | Revenue | Capital | Total | Revenue | Capital | Total |
| | $000 | $000 | $000 | $000 | $000 | $000 |
| First interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 24,043 | - | 24,043 | 21,780 | 2,263 | 24,043 |
| Second interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 24,016 | - | 24,016 | 24,043 | - | 24,043 |
| Third interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | 23,642 | - | 23,642 | 22,053 | 1,990 | 24,043 |
| Special dividend of $0.045 per Ordinary share (2021: nil per Ordinary share) | 60,793 | - | 60,793 | - | - | - |
| Fourth interim dividend of $0.0175 per Ordinary share (2021: $0.0175 per Ordinary share) | - | - | - | 20,371 | 3,672 | 24,043 |
| | 132,494 | - | 137,494 | 88,247 | 7,925 | 96,172 |
On 22 March 2023, the Board approved a fourth interim dividend, for the year ended 31 December 2022, of $0.0175 per Ordinary Share and a special dividend of $0.0158 per Ordinary Share, both payable on 28 April 2023. In accordance with UK IAS, these dividends have not been included as a liability in these financial statements.
7. INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
| | As at | As at |
| | 31 December 2022 | 31 December 2021 |
| | $000 | $000 |
| Investment portfolio summary | | |
| Listed investments at fair value through profit or loss | - | 8,328 |
| Unlisted investments in subsidiaries at fair value through profit or loss | 1,222,694 | 1,256,676 |
| Unlisted fixed interest investments at fair value through profit or loss | 957 | 894 |
| | | |
| | 1,223,651 | 1,265,898 |
| |
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| Year ended 31 December 2022 | |||||||||
| |
|
| Unlisted |
Unlisted fixed | Unlisted floating |
| ||||||
| |
| Listed | investments in | interest | Interest |
| ||||||
| |
| investments | subsidiaries | investments | investments | Total | ||||||
| |
| $000 | $000 | $000 | $000 | $000 | ||||||
| Investment portfolio summary | | | | | | | ||||||
| Opening cost at beginning of year | | 13,544 | 1,256,389 | 891 | - | 1,270,824 | ||||||
| Opening unrealised (losses) / gains at beginning of year | | (5,216) | 287 | 3 | - | (4,926) | ||||||
| Opening fair value at beginning of year | | 8,328 | 1,256,676 | 894 | - | 1,265,898 | ||||||
| Movements in the year: | | | | | | | ||||||
| Purchases at cost | | - | 100,000 | - | - | 100,000 | ||||||
| Redemption and sales proceeds | | (15,093) | (133,101) | - | - | (148,194) | ||||||
| Realised loss on sale of investments | | 1,549 | - | - | - | 1,549 | ||||||
| Change in unrealised gains/(losses) | | 5,216 | (881) | 63 | - | 4,398 | ||||||
| Closing fair value at the end of the year |
| - | 1,222,694 | 957 | - | 1,223,651 | ||||||
| Closing cost at end of year | | - | 1,223,288 | 891 | - | 1,224,179 | ||||||
| Closing unrealised (losses)/gains at end of year | | - | (594) | 66 | - | (528) | ||||||
| Closing fair value at the end of the year |
| - | 1,222,694 | 957 | - | 1,223,651 | ||||||
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| | Year ended 31 December 2021 |
| ||||||||
| |
| | Unlisted | Unlisted fixed | Unlisted floating | |
| |||||
| |
| Listed | investments in | interest | interest | |
| |||||
| |
| investments | subsidiaries | investments | investments | Total |
| |||||
| |
| $000 | $000 | $000 | $000 | $000 |
| |||||
| Investment portfolio summary | | | | | | |
| |||||
| Opening cost at beginning of year | | 13,544 | 1,070,139 | 1,238 | 92,321 | 1,177,242 |
| |||||
| Opening unrealised (losses)/gains at beginning of year | | (2,224) | 20,748 | (935) | - | 17,589 |
| |||||
| Opening fair value at beginning of year | | 11,320 | 1,090,887 | 303 | 92,321 | 1,194,831 |
| |||||
| Movements in the year: | | | | | | |
| |||||
| Purchases at cost | | - | 186,250 | 891 | - | 187,141 |
| |||||
| Redemption and sales proceeds | | - | - | - | (92,321) | (92,321) |
| |||||
| Realised loss on sale of investments | | - | - | (1,238) | - | (1,238) |
| |||||
| Change in unrealised (losses)/gains | | (2,992) | (20,461) | 938 | - | (22,515) |
| |||||
| | | | | | | |
| |||||
| Closing fair value at the end of the year |
| 8,328 | 1,256,676 | 894 | - | 1,265,898 |
| |||||
| | | | | | | |
| |||||
| Closing cost at end of year | | 13,544 | 1,256,389 | 891 | - | 1,270,824 |
| |||||
| Closing unrealised (losses) / gains at end of year | | (5,216) | 287 | 3 | - | (4,926) |
| |||||
| Closing fair value at the end of the year |
| 8,328 | 1,256,676 | 894 | - | 1,265,898 |
| |||||
| | Year ended | Year ended |
| | 31 December 2022 | 31 December 2021 |
| | $000 | $000 |
| Realised gains/(losses) on sale of investments | 1,549 | (1,238) |
| Unrealised gains/(losses) | 4,398 | (22,515) |
| | | |
| | 5,947 | (23,753) |
The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:
· Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
· Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level of the fair value hierarchy, within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value of the investment.
|
| Year ended 31 December 2022 | |||
|
| Level 1 | Level 2 | Level 3 | Total |
| Financial assets | $000 | $000 | $000 | $000 |
| Investment portfolio summary |
|
|
|
|
| Listed investments at fair value through profit or loss | - | - | - | - |
| Unlisted investments in subsidiaries measured at fair value through profit or loss | - | - | 1,222,694 | 1,222,694 |
| Unlisted fixed interest investments at fair value through profit or loss | - | 957 | - | 957 |
| | - | 957 | 1,222,694 | 1,223,651 |
| | | | |
|
| | | | | |
| Liquidity/money market funds | 120,080 | - | - | 120,080 |
|
| | | | |
| Total | 120,080 | 957 | 1,222,694 | 1,343,731 |
| | | | | |
| | Year ended 31 December 2021 | |||
| | Level 1 | Level 2 | Level 3 | Total |
| | $000 | $000 | $000 | $000 |
| Investment portfolio summary | | | | |
| Listed investments at fair value through profit or loss | 8,328 | - | - | 8,328 |
| Unlisted investments in subsidiaries measured at fair value through profit or loss | - | - | 1,256,676 | 1,256,676 |
| Unlisted fixed interest investments at fair value through profit or loss | - | 894 | - | 894 |
| | 8,328 | 894 | 1,256,676 | 1,265,898 |
| | | | | |
| Liquidity/money market funds | 94,456 | - | - | 94,456 |
| | | | | |
| Total | 102,784 | 894 | 1,256,676 | 1,360,354 |
| | | | | |
A reconciliation of fair value measurements in Level 3 is set out below.
Level 3 financial assets at fair value through profit or loss
|
|
| ||
|
|
|
|
|
|
| Year ended 31 December 2022 | ||
|
| Unlisted | Unlisted floating |
|
|
| investments in | interest |
|
|
| subsidiaries | investments | Total |
|
| $000 | $000 | $000 |
| Opening balance | 1,256,676 | - | 1,256,676 |
| Purchases | 100,000 | - | 100,000 |
| Redemptions* | (133,101) | - | (133,101) |
| Unrealised losses | (881) | - | (881) |
| Closing balance at 31 December 2022 | 1,222,694 | - | 1,222,694 |
| | | | |
| |
| ||
| |
|
|
|
| | Year ended 31 December 2021 | ||
| |
| Unlisted |
|
| |
| floating |
|
| | Unlisted | interest |
|
| | investments | investments | Total |
| | $000 | $000 | $000 |
| Opening balance | 1,090,887 | 92,321 | 1,183,208 |
| Purchases | 186,250 | - | 186,250 |
| Redemptions* | - | (92,321) | (92,321) |
| Unrealised losses | (20,461) | - | (20,461) |
| Closing balance at 31 December 2021 | 1,256,676 | - | 1,256,676 |
| | | | |
* Redemptions are the proceeds received from the repayment of investments.
There were no transfers between levels during the year.
Valuation techniques
Unrealised gains and losses recorded on Level 1 financial instruments are reported in net gains on investments at fair value on the Statement of Comprehensive Income. The fund administrator utilises quoted prices in active markets that they have access to and the Investment Manager verifies the quoted prices on Bloomberg.
Unrealised gains and losses recorded on Level 2 and 3 financial instruments are reported in net gains on investments at fair value on the Statement of Comprehensive Income. Level 2 and Level 3 financial instruments are fair valued using inputs that reflect management's best estimate of what market participants would use in pricing the assets or liabilities at the measurement date. Consideration is given to the risk inherent in the valuation techniques and the risk inherent in the inputs of the model.
Level 3 financial instruments are fair valued using a discounted cash flow methodology. For capped royalty investments, discount rates are applied to the consensus forecasts or the manager's forecast for sales of the underlying products to determine fair value. The significant unobservable input used in the fair value measurement of the Company's Level 3 investments is the specific discount rate used for each investment summarised in the table below.
Investments held in subsidiaries, namely BPCR Limited Partnership, are based on the fair value of the investments held in those entities.
The Company's unlisted investments, including those of its wholly owned subsidiary BPCR Limited Partnership, are all classified as Level 3 investments. The fair values of the unlisted investments have been determined principally by reference to discounted cash flows. The significant unobservable input used is detailed below:
| As at 31 December 2022 | ||||||
| Assets | Fair value of Level 3 financial assets at fair value through profit or loss | Valuation technique | Unobservable input |
Discount rate | Fair value sensitivity to a 100bps decrease in the discount rate | Fair value sensitivity to a 100bps decrease in the discount rate |
| Assets held by BPCR Limited Partnership*
|
|
|
|
|
|
|
| Akebia | 33,500 | Discounted cash flow | Discount rate | 11.4% | 33,240 | 33,764 |
| BMS | 103,529 | Discounted cash flow | Discount rate | 8.7% | 101,912 | 105,194 |
| Coherus | 125,000 | Discounted cash flow | Discount rate | 13.9% | 121,787 | 128,340 |
| Collegium | 287,500 | Discounted cash flow | Discount rate | 13.0% | 283,481 | 291,631 |
| Evolus | 37,500 | Discounted cash flow | Discount rate | 14.2% | 36,567 | 38,470 |
| Immunocore | 25,000 | Discounted cash flow | Discount rate | 10.3% | 24,005 | 26,054 |
| Insmed | 140,000 | Discounted cash flow | Discount rate | 13.1% | 136,048 | 144,124 |
| LumiraDX | 150,000 | Discounted cash flow | Discount rate | 10.8% | 148,395 | 151,637 |
| OptiNose US | 71,500 | Discounted cash flow | Discount rate | 14.5% | 69,701 | 73,370 |
| UroGen | 50,000 | Discounted cash flow | Discount rate | 13.9% | 48,672 | 51,382 |
| Other net assets of BPCR Limited Partnership | 199,165 | Amortised cost | - | - | 199,165 | 199,165 |
| | | | | | | |
|
| 1,222,694 |
|
|
| 1,202,973 | 1,243,131 |
|
|
|
|
|
|
|
|
* The Company holds an investment in BPCR Limited Partnership, its wholly owned subsidiary, which it measures at fair value through profit or loss rather than consolidate.
| As at 31 December 2021 | ||||||
|
| Fair value of Level 3 financial assets at fair value through profit or loss | Valuation technique | Unobservable input |
Discount rate | Fair value sensitivity to a 100bps decrease in the discount rate1 | Fair value sensitivity to a 100bps increase in the discount rate |
| Assets held by BPCR Limited Partnership* |
|
|
|
|
|
|
| Akebia | 50,000 | Discounted cash flow | Discount rate | 10.0% | 49,234 | 50,788 |
| BDSI | 60,000 | Discounted cash flow | Discount rate | 10.0% | 59,032 | 60,998 |
| BMS | 137,277 | Discounted cash flow | Discount rate | 10.5% | 134,860 | 139,778 |
| Collegium | 92,813 | Discounted cash flow | Discount rate | 10.0% | 91,835 | 93,814 |
| Epizyme | 110,000 | Discounted cash flow | Discount rate | 10.3% | 107,002 | 113,125 |
| Evolus | 37,500 | Discounted cash flow | Discount rate | 10.0% | 36,248 | 38,815 |
| Global Blood Therapeutics | 132,500 | Discounted cash flow | Discount rate | 9.6% | 128,010 | 137,218 |
| LumiraDX | 150,000 | Discounted cash flow | Discount rate | 9.0% | 147,186 | 152,897 |
| OptiNose US | 71,500 | Discounted cash flow | Discount rate | 11.7% | 70,450 | 72,577 |
| Sarepta Therapeutics | 350,000 | Discounted cash flow | Discount rate | 9.7% | 343,119 | 357,096 |
| Other net assets of BPCR Limited Partnership | 65,086 | Amortised cost | - | - | - | - |
| | | | | | | |
| | 1,256,676 |
|
|
| 1,166,976 | 1,217,106 |
| |
|
|
|
|
|
|
* The Company holds an investment in BPCR Limited Partnership, its wholly owned subsidiary, which it measures at fair value through profit or loss rather than consolidate.
1 The Company is restating the prior year discount rate and discount rate sensitivity calculations as the discount used in the prior year was incorrectly presented. The restatement does not affect the reported carrying value of the related assets.
8. TRADE AND OTHER RECEIVABLES
| | As at | As at |
| | 31 December 2022 | 31 December 2021 |
| | $000 | $000 |
| Income receivable from BPCR Limited Partnership | 19,535 | 9,593 |
| Interest accrued on liquidity/money market funds | 192 | 1 |
| Other debtors | 111 | 416 |
| | | |
| | | |
| | 19,838 | 10,010 |
There have been no write-offs in the year and any expected credit losses are not material.
9. CASH AND CASH EQUIVALENTS
| | As at | As at |
| | 31 December 2022 | 31 December 2021 |
| | $000 | $000 |
| Cash at bank | 447 | 253 |
| Liquidity/money market funds | 120,080 | 94,456 |
| | | |
|
| 120,527 | 94,709 |
Any expected credit losses are not material.
10. TRADE AND OTHER PAYABLES
| | As at | As at |
| | 31 December 2022 | 31 December 2021 |
|
| $000 | $000 |
| Current liabilities |
| |
| Performance fee payable | 20,255 | 2,222 |
| Management fees accrual | 3,314 | 3,397 |
| Repurchase of shares | 1,951 | - |
| Accruals | 781 | 723 |
| | | |
| | 26,301 | 6,342 |
| Non-current liabilities | | |
| Deferred Income | 262 | 558 |
| |
| |
|
| 26,563 | 6,900 |
11. RETURN PER ORDINARY SHARE
Revenue return per ordinary share is based on the net revenue after taxation of $176,393,000 (2021: $108,730,000) and 1,363,999,006 (2021: 1,373,872,373) ordinary shares, being the weighted average number of ordinary shares for the year.
Capital return per ordinary share is based on net capital gain for the year of $5,918,000 (2021: net capital loss of $23,771,000) and on 1,363,999,006 (2021:1,373,872,373) ordinary shares, being the weighted average number of ordinary shares for the year.
Basic and diluted return per share are the same as there are no arrangements which could have a dilutive effect on the Company's ordinary shares.
12. NET ASSET VALUE PER ORDINARY SHARE
The basic total net assets per ordinary share is based on the net assets attributable to equity shareholders at 31 December 2022 of $1,337,453,000 (31 December 2021: $1,363,717,000) and ordinary shares of 1,319,178,669 (2021: 1,373,872,373), being the number of ordinary shares outstanding at 31 December 2022.
There is no dilution effect and therefore there is no difference between the diluted total net assets per ordinary share and the basic total net assets per ordinary share.
13. SHARE CAPITAL
| | Year ended 31 December 2022 | Period ended 31 December 2021 | ||
| | Number of shares | $000 | Number of shares | $000 |
| Issued and fully paid: | | | | |
| Ordinary Shares of $0.01: | | | | |
| Balance at beginning of the year | 1,373,932,067 | 13,739 | 1,373,932,067 | 13,739 |
| Balance at end of the year | 1,373,932,067 | 13,739 | 1,373,932,067 | 13,739 |
Total voting rights at 31 December 2022 were 1,319,178,669 (31 December 2021: 1,373,872,373). In 2022, 54,693,704 shares were bought back for treasury (2021: nil). The balance of treasury shares on 31 December 2022 was 54,753,398 (31 December 2021: 59,694).
14. SUBSIDIARIES
The Company formed a wholly-owned subsidiary, BPCR Ongdapa Limited ("BPCR Ongdapa"), incorporated in Ireland on 5 October 2017 for the purpose of entering into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma for the purchase of a 50 per cent. interest in a stream of payments acquired by Royalty Pharma from Bristol-Myers Squibb ("BMS"). On 22 May 2020, BPCR Ongdapa was transferred to BPCR Limited Partnership for the purpose of entering into the new credit facility, see further below. The registered address for BPCR Ongdapa is BPCR Ongdapa Limited, 2nd Floor, Block 5, Irish Life Centre, Abbey Street Lower, Dublin 1, Ireland. The aggregate amount of its capital reserves as at 31 December 2022 is $1 (2021: $1) and the profit or loss for the year ended 31 December 2022 is $225,000 (2021: $236,000) .
The Company formed a wholly-owned subsidiary, BPCR Limited Partnership, organised in England and Wales on 27 March 2020 for the purpose of entering into a three year $200 million revolving credit facility with JPMorgan Chase Bank. BPCR Limited Partnership has its registered office at 6th Floor, 65 Gresham Street, London, United Kingdom, EC2V 7NQ and received an initial contribution of £1 at formation from the Company, its sole Limited Partner. In accordance with IFRS 10, the Company is exempted from consolidating a controlled investee as it is an investment entity. Therefore, the Company's investment in BPCR Limited Partnership is recognised at fair value through profit or loss.
The General Partner for BPCR Limited Partnership is BPCR GP Limited, incorporated in England and Wales on 11 March 2020 and is wholly-owned by the Company. The Company is not exempt from consolidating the financial statements of BPCR GP under IFRS 10, however the highly immaterial (nil) balance of BPCR GP would produce accounts with almost identical balances to the Company. Furthermore with reference to the Companies Act, section 405 (2) "A subsidiary undertaking may be excluded from consolidation if its inclusion is not material for the purpose of giving a true and fair view". The registered address for BPCR GP Limited is BPCR GP Limited, 6th Floor, 65 Gresham Street, London, United Kingdom, EC2V 7NQ. The aggregate amount of its capital reserves as at 31 December 2022 is $nil (2021: $nil) and a return for the year to 31 December 2022 is $nil (2021: $nil) .
15. RECONCILIATION OF TOTAL RETURN FOR THE YEAR BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
| | Year ended | Year ended |
| | 31 December | 31 December |
| | 2022 | 2021 |
| $000 | $000 | |
| Total return for the year before taxation | 182,311 | 84,959 |
| Capital gains/(losses) | (5,918) | 23,771 |
| Increase in trade receivables | (9,828) | (9,802) |
| Increase/(decrease) in trade payables | 17,712 | (2,492) |
| Cash generated from operations | 184,277 | 96,436 |
Analysis of net cash and net debt
|
| At |
|
| At |
|
| 1 January |
| Exchange | 31 December |
|
| 2022 | Cash flow | movement | 2022 |
| Net cash | $000 | $000 | $000 | $000 |
| Cash and cash equivalents | 94,709 | 25,847 | (29) | 120,527 |
| | | | |
|
| | At | | | At |
| | 1 January | | Exchange | 31 December |
| | 2021 | Cash flow | movement | 2021 |
| Net cash | $000 | $000 | $000 | $000 |
| Cash and cash equivalents | 193,269 | (98,542) | (18) | 94,709 |
16. FINANCIAL INSTRUMENTS
The Company's financial instruments include its investment portfolio, cash balances, trade receivables and trade payables that arise directly from its operations. Adherence to the Company's investment policy is key in managing risk. Refer to the Strategic Overview for a full description of the Company's investment objective and policy.
The Investment Manager monitors the financial risks affecting the Company on an ongoing basis and the Directors regularly receive financial information which is used to identify and monitor risk. All risks are actively reviewed and monitored by the Board. Details of the Company's principal risks can be found in the Strategic Report above.
The main risks arising from the Company's financial instruments are:
i) market risk, including price risk, currency risk and interest rate risk;
ii) liquidity risk; and
iii) credit risk.
(i) Market risk
Market risk is the risk of loss arising from movements in observable market variables. The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.
Market price risk
The Company is exposed to price risk arising from its investments whose future prices are uncertain. The Company's exposure to price risk comprises movements in the value of the Company's investments. See Note 7 above for investments that fall into Level 3 of the fair value hierarchy and refer to the description of valuation policies in Note 2(D). The nature of the Company's investments, with a high proportion of the portfolio invested in unlisted debt instruments, means that the investments are valued by the Company after consideration of the most recent available information from the underlying investments. The Company's portfolio is diversified among counterparties and by the sectors in which the underlying companies operate, minimising the impact of any negative industry-specific trends.
The table below analyses the effect of a 10 per cent. change in the fair value of investments. The Investment Manager believes 10 per cent. is the appropriate threshold for determining whether a material change in market value has occurred.
| | As at | As at | ||
| | 31 December 2022 | 31 December 2021 | ||
| |
| 10 per cent. |
| 10 per cent. |
| |
| increase/ |
| increase/ |
| |
| decrease in |
| decrease in |
| | Fair value | market value | Fair value | market value |
|
| $000 | $000 | $000 | $000 |
| Biodelivery Sciences International Equity | - | - | 8,328 | 833 |
| OptiNose US warrants | 957 | 96 | 894 | 89 |
| | | | | |
| Assets held by BPCR Limited Partnership | | | | |
| Akebia | 33,500 | 3,350 | 50,000 | 5,000 |
| Biodelivery Sciences International Loan | - | - | 60,000 | 6,000 |
| BMS Purchased Payments (BPCR Ongdapa) | 103,529 | 10,353 | 137,277 | 13,728 |
| Coherus | 125,000 | 12,500 | - | - |
| Collegium | 287,500 | 28,750 | 92,813 | 9,281 |
| Epizyme | - | - | 110,000 | 11,000 |
| Evolus | 37,500 | 3,750 | 37,500 | 3,750 |
| Global Blood Therapeutics | - | - | 132,500 | 13,250 |
| Immunocore | 25,000 | 2,500 | - | - |
| Insmed | 140,000 | 14,000 | - | - |
| LumiraDX | 150,000 | 15,000 | 150,000 | 15,000 |
| LumiraDX warrants | 91 | 9 | 2,068 | 207 |
| OptiNose US Equity | 45 | 5 | 40 | 4 |
| OptiNose US Note | 71,500 | 7,150 | 71,500 | 7,150 |
| Other Assets of BPCR Limited Partnership | 199,029 | 19,903 | 62,978 | 6,298 |
| Sarepta | - | - | 350,000 | 35,000 |
| UroGen | 50,000 | 5,000 | - | - |
|
| 1,223,651 | 122,366 | 1,265,898 | 126,590 |
The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance and exposure are reviewed at each Board meeting.
Currency Risk
Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of changes in foreign exchange rates.
At 31 December 2022, the Company held cash balances in GBP of £160,000 ($192,000) (2021: £180,000 ($244,000)) and in Euro of €2,000 ($2,000) (2021: €5,000 ($5,000)).
The currency exposures (including non-financial assets) of the Company as at 31 December 2022:
|
|
|
|
|
|
|
|
|
| Other net |
|
|
| Cash | Investments | assets | Total |
|
| $000 | $000 | $000 | $000 |
| Sterling | 192 | - | (34) | 158 |
| Euro | 2 | - | - | 2 |
| US Dollar | 120,333 | 1,223,651 | (6,691) | 1,337,293 |
| |
| | | |
| | 120,527 | 1,223,651 | (6,725) | 1,337,453 |
The currency exposures (including non-financial assets) of the Company as at 31 December 2021:
|
|
|
|
|
|
|
|
|
| Other net |
|
|
| Cash | Investments | assets | Total |
|
| $000 | $000 | $000 | $000 |
| Sterling | 244 | - | 2 | 246 |
| Euro | 5 | - | - | 5 |
| US Dollar | 94,460 | 1,265,898 | 3,108 | 1,363,466 |
| |
| | | |
| | 94,709 | 1,265,898 | 3,110 | 1,363,717 |
A 10 per cent increase in the Sterling exchange rate would have increased net assets by $8,000 (2021: $15,000).
A 10 per cent. increase in the Euro exchange rate would have increased net assets by $nil (2021: $1,000).
A 10 per cent decrease would have decreased net assets by the same amount (2021: same).
Interest rate risk
Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate movements may potentially affect future cash flows from:
• investments in floating rate securities, unquoted loans and purchased payments; and
• the level of income receivable on cash deposits and liquidity funds.
The OptiNose US warrants, Immunocore and LumiraDX instruments have a fixed interest rate and therefore are not subject to interest rate risk.
The below table shows the percentage of the Company's net assets they represent.
| | As at 31 December 2022 | As at 31 December 2021 |
| | % of Company Net Assets | % of Company Net Assets |
| LumiraDX | 11.22 | 11.15 |
| Immunocore | 1.87 | - |
| OptiNose US* | 0.07 | 5.31 |
| Sarepta Therapeutics | - | 25.67 |
*In 2022 OptiNose US fixed loan changed from a fixed interest rate to a floating rate of interest. The figure as at 31 December 2022 is for the OptiNose US warrants only.
The Akebia, BMS Purchased Payments, Coherus, Collegium, Evolus, Insmed, OptiNose US and UroGen loans and cash and cash equivalents, including investments in liquidity funds, have a floating rate of interest. The below table shows the percentage of the Company's net assets they represent.
| | As at 31 December 2022 | As at 31 December 2021 |
| | % of Company Net Assets | % of Company Net Assets |
| Collegium | 21.50 | 6.81 |
| Insmed | 10.47 | - |
| Coherus | 9.35 | - |
| BMS Purchased Payments (BPCR Ongdapa) | 7.74 | 10.07 |
| OptiNose US | 5.35 | - |
| UroGen | 3.74 | - |
| Evolus | 2.80 | 2.75 |
| Akebia | 2.50 | 3.67 |
| Cash and cash equivalents | 9.01 | 6.94 |
| Epizyme | - | 8.07 |
| Global Blood Theraputics | - | 6.05 |
| Biodelivery Sciences International Loan | - | 5.01 |
A 100 basis point increase in LIBOR would have increased net assets by $17,271,000 (2021: $295,000).
A 100 basis point decrease in LIBOR would have decreased net assets by $18,285,000 (2021: $nil) .1
A 300 basis point increase in LIBOR2 would have increased net assets by $50,813,000 (2021: $17,160,000) .
1 The Company has five loans with coupons that reference 3-month USD LIBOR and five have floors in the 1.00 to 2.00 per cent. range. The Company has two loans with coupons that reference 3-month SOFR that each have a floor of 2.50 per cent.
2 All references to LIBOR relate to USD LIBOR. The transition away from USD LIBOR will be effective from 30 June 2023.
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
At 31 December 2022, the Company had cash and cash equivalents of $120,527,000 (2021: $94,709,000), including investments in treasury bills with balances of $100,480,000 (2021: $nil) and liquidity/money market funds with balances of $19,601,000 (2021: $94,456,000) and maximum unfunded commitments of $nil (2021: $nil). These assets can be sold easily to meet funding commitments if necessary.
The Company maintains sufficient liquid investments through its cash and cash equivalents to pay accounts payable, accrued expenses and ongoing expenses of the Company. Liquidity risk is manageable through a number of options, including the Company's ability to issue debt and/or equity and by selling all or a portion of an investment in the secondary market. On 22 May 2020, the Partnership entered into a $200 million revolving credit facility with JPMorgan Chase Bank, expiring on 21 May 2023, (the "Facilities Agreement"). The Partnership paid a commitment fee on undrawn amounts of 200 basis points and would have paid a LIBOR margin of 400 basis points on drawn amounts. On 10 September 2021 the Partnership entered into an amendment including reducing the revolving credit facility from $200 million to $50 million together with changes in the accordian feature allowing for an increase in the revolving credit facility to $100 million and up to $200 million in term loans, extension of the maturity date to 22 June 2024 and a reduction on the LIBOR margin payable under the revolving credit facility from 400 basis points to 275 basis points. This facility will increase the Company's flexibility in relation to funding new lending opportunities and provide liquidity for funding outstanding obligations. The Company drew down $138 million on its credit facility in March 2022 and repaid the full amount in September 2022. As of 31 December 2022, the outstanding balance on the credit facility was $nil (2021: $nil).
The Company's liabilities as at 31 December 2022 were $26,563,000 (2021: $6,900,000) of which $26,301,000 (2021: $6,342,000) was repayable within one year. There is sufficient cash and cash equivalents to repay the liabilities when they become due.
(iii) Credit risk
This is the risk the Company's trade and other receivables will not meet their obligations to the Company. While the Company will often seek to be a secured lender for each debt asset, there is no guarantee that the relevant borrower will repay the loan or that the collateral will be sufficient to satisfy the amount owed. All of the Company's investments are senior secured investments as detailed in the Investment Manager's Report above.
The Investment Manager performs a robust credit risk analysis during the investment process for all new investments and constantly monitors the collateral on its outstanding senior secured loans so as to minimise the credit risk to the Company of default. The credit risk of the senior secured loans will increase significantly after initial recognition when borrowers are not making principal and interest payments as agreed. The fair value of the senior secured loan will be adjusted, either partially or in full, when there is no realistic prospect of recovery and the amount of the change in fair value has been determined by the Investment Manager. Subsequent recoveries of amounts previously adjusted will decrease the amount of the fair value loss recorded. Changes to a counterparty's risk profile are monitored by the Investment Manager on a regular basis and discussed with the Board at quarterly meetings.
The Company's maximum exposure to credit risk at any given time is the fair value of its investment portfolio and cash and receivables. At 31 December 2022, the Company's maximum exposure to credit risk was $1,364,016,000 (2021: $1,265,898,000). The Company's concentration of credit risk by counterparty can be found in the Investment Manager's Report above.
Capital management
Policies and procedures
The Company's primary objectives in relation to the management of capital are:
· to ensure its ability to continue as a going concern;
· to ensure that the Company conducts its affairs to enable it to continue to meet the criteria to qualify as an investment trust; and
· to maximise the long-term shareholder returns in the form of sustainable income distributions through an appropriate balance of equity capital and debt.
This is to be achieved through an appropriate balance of equity capital and gearing. The Company operates a flexible gearing policy which depends on prevailing conditions. The Company may incur indebtedness up to 25 per cent. of the Company's net asset value with a maximum of up to 50 per cent. with Board approval.
17. RELATED PARTY TRANSACTIONS
The amount incurred in respect of management fees during the year to 31 December 2022 was $13,640,000 (31 December 2021: $13,670,000), of which $3,314,000 (31 December 2021: $3,397,000) was outstanding at 31 December 2022. The amount due to the Investment Manager for performance fees at 31 December 2022 was $20,255,000 (31 December 2021: $2,222,000).
The amount incurred in respect of Directors' fees during the year to 31 December 2022 was $415,000 (31 December 2021: $395,000) of which $nil was outstanding at 31 December 2022 (31 December 2020: $nil).
A Shared Services Agreement was entered into by and between RP Management, LLC, an affiliate of Pharmakon Advisors, L.P., and the Investment Manager on 30 November 2016 and deemed effective as of 1 January 2016. Under the terms of the Shared Services Agreement, the Investment Manager will have access to the expertise of certain Royalty Pharma employees, including its research, legal and compliance, and finance teams.
BPCR Limited Partnership and its General Partner, BPCR GP Limited, are related entities of the Company, as they are wholly-owned subsidiaries and formed for the purpose of entering into a new credit facility. On 22 May 2020, several investments totaling $1,070,139,000 were transferred to BPCR Limited Partnership from the Company. In the year to 31 December 2022, the Company recorded income from BPCR Limited Partnership of 215,868,000 (31 December 2021: $109,478,000) and the outstanding balance on 31 December 2022 was $19,535,000 (31 December 2021: $9,593,000) . BPCR GP Limited had an outstanding balance as at 31 December 2022 of $nil (31 December 2021: $nil).
On 8 November 2022, the Company and BioPharma Credit Investments V (Master) LP ("BioPharma V"), a fund managed by the Investment Manager, entered into a definitive senior secured term loan agreement with Immunocore Limited ("Immunocore"). Under the terms of the transaction, the Company will invest up to $50,000,000 and the loan will mature in November 2028. Tranche A has a fixed coupon of 9.75 per cent. and Tranche B will bear interest at SOFR plus 8.75 per cent. (subject to a 1.00 per cent. floor), with additional consideration of 2.50 per cent. of the total loan amount. The Company funded Tranche A of $25,000,000 on 8 November 2022. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $366,000 (31 December 2021: $nil). The outstanding balance as at 31 December 2022 was $25,000,000 (31 December 2021: $nil).
On 17 October 2022, the Company and BioPharma V entered into a definitive senior secured term loan agreement with Insmed, Inc. ("Insmed"). Under the terms of the transaction, the Company invested $140,000,000 on 19 October 2022. The loan will mature in October 2027 and will bear interest at 3-month SOFR plus 7.75 per cent. per annum subject to a 2.50 per cent. floor along with a one-time additional consideration of 2.00 per cent. of the loan amount payable upon funding. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $3,277,000 (31 December 2021: $nil). The outstanding balance as at 31 December 2022 was $140,000,000 (31 December 2021: $nil).
On 7 March 2022, the Company and BioPharma V entered into a definitive senior secured term loan agreement with UroGen Pharma, Inc. ("UroGen"). Under the terms of the transaction, the Company will invest up to $50,000,000. The loan will mature in March 2027 and will bear interest at 3-month LIBOR plus 8.25 per cent. per annum subject to a 1.25 per cent. floor along with a one-time additional consideration of 1.75 per cent. of the total loan amount payable upon funding of the first tranche. The Company funded $37,500,000 on 16 March 2022 and $12,500,000 on 16 December 2022. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $3,291,000 (31 December 2021: $nil). The outstanding balance as at 31 December 2022 was $50,000,000 (31 December 2021: $nil) .
On 5 January 2022, the Company and BioPharma V entered into a definitive senior secured term loan agreement with Coherus Inc. ("Coherus"). Under the terms of the transaction, the Company will invest up to $150,000,000 ($50,000,000 in the first tranche, $50,000,000 million by 1 April 2022 and up to an additional $50,000,000 by 17 March 2023). The loan will mature in January 2027 and will bear interest
at 3-month LIBOR plus 8.25 per cent. per annum subject to a 1.00 per cent. floor along with a one-time additional consideration of 2.0 per cent. of the total loan amount payable upon funding of the first tranche. The Company funded $50,000,000 on 5 January 2022, $50,000,000 on 31 March 2022 and $25,000,000 on 14 September 2022. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $10,122,000 (31 December 2021: $nil). The outstanding balance as at 31 December 2022 was $125,000,000 (31 December 2021: $nil).
On 14 December 2021, the Company and BioPharma V entered into a definitive senior secured term loan agreement with Evolus Inc. ("Evolus"). The Company's share of the transaction will be up to $62,500,000 and the Company funded the first tranche of $37,500,000 on 29 December 2021. The loan will mature in December 2027 and bears interest at 3-month LIBOR plus 8.50 per cent. per annum subject to a 1.00 per cent. floor along with a one-time additional consideration of 2.25 per cent. of the total loan amount paid upon funding of the first tranche. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $3,999,000 (31 December 2021: $30,000). The outstanding balance as at 31 December 2022 was $37,500,000 (31 December 2021: $37,500,000).
On 23 March 2021, the Company and BioPharma V entered into a definitive senior secured term loan agreement for $300,000,000 with LumiraDx Group Limited ("LumiraDx"). The Company's share of the transaction was $150,000,000 and the Company funded the term loan on 29 March 2021. The loan will mature in March 2024 and bears interest at 8.00 per cent. per annum along with a one-time additional
consideration of 2.50 per cent. of the loan amount paid upon funding plus an additional 1.50 per cent. of the loan payable at maturity. On 28 September 2021, LumiraDx became public via a SPAC transaction with CA Healthcare Acquisition Corp. and began trading on NASDAQ under the ticker LMDX. The Company and BioPharma-V both received 742,924 warrants exercisable into common stock of LumiraDx under the terms of the transaction. On 17 June 2022, the LumiraDx loan was amended to provide LumiraDx with certain waivers in exchange for increasing the fee payable at maturity from 1.50 to 3.00 per cent of the loan. On 25 July 2022, LumiraDx raised $100 million in a followon offering at a price of $1.75. As part of the financing, Pharmakon re-tiered its sales covenants, received a facility fee, and was issued new five- year warrants, with the original warrants being cancelled. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $12,167,000 (31 December 2021: $9,267,000). The outstanding balance as at 31 December 2022 was $150,000,000 (31 December 2021: $150,000,000).
On 7 February 2020, the Company and BioPharma V entered into a definitive senior secured term loan agreement for $200,000,000 with Collegium Pharmaceutical, Inc. (Nasdaq: COLL) . The Company's share of the transaction was $165,000,000 and the Company funded the term loan on 13 February 2020. The loan was originally due to mature in January 2024 and bore interest at 3-month LIBOR plus 7.50 per cent. per annum subject to a 2.00 per cent. floor along with a one-time additional consideration of 2.50 per cent. of the loan amount which was paid at funding. On 14 February 2022, the Company and BioPharma V provided Collegium Pharmaceutical, Inc. a commitment to enter into a new senior secured term loan agreement for $650,000,000. Proceeds from the new loan were used to fund Collegium's acquisition of BioDelivery Sciences International, Inc. as well as repay the outstanding debt of Collegium and BDSI. Under the terms of the new loan, the Company invested $325,000,000 million in a single drawing. The four-year loan for the Company's investment will have $50,000,000 in amortization payments during the first year and the remaining $275,000,000 balance will amortize in equal quarterly installments. The loan bears interest at 3-month LIBOR plus 7.50 per cent. per annum subject to a 1.20 per cent. floor along with a one-time additional consideration of 2.00 per cent. of the loan amount payable at signing and 1.00 per cent. of the loan amount payable at funding. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $26,361,000 (31 December 2021: $11,413,000). The outstanding balance as at 31 December 2022 was $287,500,000 (31 December 2021: $92,813,000).
On 17 December 2019, the Company and BioPharma V entered into a definitive senior secured term loan agreement with Global Blood Therapeutics (Nasdaq: GBT). GBT drew down $75,000,000 at closing on 20 December 2019 and $75,000,000 of the second tranche on 20 November 2020. On 14 December 2021 the loan agreement was amended and restated. The amendment increased the aggregate principal amount of the loan to $250,000,000 through a $100,000,000 third tranche, which was drawn on 22 December 2021. The Company and its subsidiaries funded $132,500,000 across all three tranches. The loan was originally due to mature in December 2027 and bore interest at three-month LIBOR plus 7.00 per cent. per annum subject to a 2.00 per cent. floor along with a one-time additional consideration of 1.50 per cent. of the total loan amount paid upon funding and an additional 2.00 per cent. payable upon the repayment of the loan. The third tranche also incurred additional consideration of 1.50 per cent. at the time of funding. As a part of the amendment in 2021, the Company and its subsidiaries received a one-time fee equal to 1.25 per cent. of the first two tranches and the three-year make-whole period was reset to December 2021. On 5 October 2022, Pfizer acquired GBT and, as a result, GBT repaid its $132,500,000 senior secured loan to the Company. The Company received $175,000,000 including $43,000,000 in accrued income, paydown, prepayment and make-whole fees. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $48,898,000 (31 December 2021: $7,653,000). The outstanding balance as at 31 December 2022 was $nil (31 December 2021: $132,500,000).
On 13 December 2019, the Company and BioPharma V entered into a definitive senior secured term loan agreement for up to $500,000,000 with Sarepta Therapeutics (Nasdaq: SRPT). On 24 September 2020 the Sarepta loan agreement was amended and the loan amount was increased to $550,000,000. Sarepta drew down the first $250,000,000 tranche on 20 December 2019 and the second $300,000,000
tranche on 2 November 2020. The Company funded $175,000,000 of each tranche for a total investment of $350,000,000 and BioPharma V invested the remaining $200,000,000. The first tranche was originally due to mature in December 2023 and the second tranche in December 2024. The loan bore interest at 8.50 per cent. per annum along with a one-time additional consideration of 1.75 per cent. of the first tranche and 2.95 per cent. of the second tranche payable upon funding and an additional 2.00 per cent. payable upon the repayment of the loan. On 12 September 2022, Sarepta repaid its senior secured loan and the Company received $372,000,000 including $16,000,000 in prepayment and make-whole fees. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $37,346,000 (31 December 2021: $30,163,000). The outstanding balance as at 31 December 2022 was $nil (31 December 2021: $350,000,000).
On 11 November 2019, the Company and BioPharma V entered into a definitive senior secured term loan agreement for up to $100,000,000 with Akebia (Nasdaq: AKBA). Akebia drew down the first $80,000,000 on 25 November 2019 and the second $20,000,000 tranche on 10 December 2020. The Company invested $40,000,000 and $10,000,000 of the first and second tranche, respectively. The loan will mature in November 2024 and will bear interest at LIBOR plus 7.50 per cent. per annum along with a one-time additional consideration of 2.00 per cent. of the total loan amount. On 15 July 2022, the Company and BioPharma-V entered into a Second Amendment and Waiver with Akebia which amends and waives certain provisions of the Loan Agreement, dated 11 November 2019. As a result of this amendment Akebia made a $12,500,000 pre-payment, triggering a 2.0 per cent. prepayment fee on the $12,500,000. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $4,557,000 (31 December 2021: $4,816,000). The outstanding balance as at 31 December 2022 was $33,500,000 (31 December 2021: $50,000,000).
On 4 November 2019, the Company and BioPharma V entered into a definitive senior secured term loan agreement for up to $70,000,000 with Epizyme (Nasdaq: EPZM). On 3 November 2020, the Epizyme loan agreement was amended and the loan amount was increased to $220,000,000. Epizyme drew down the $25,000,000 on 18 November 2019 and an additional $195,000,000 during 2020.
The Company funded a total of $110,000,000 of the Epizyme loan. The first three tranches of the loan were originally due to mature in November 2024 and the fourth tranche to mature in November 2026. The loan bore interest at LIBOR plus 7.75 per cent. per annum along with a one-time additional consideration of 2.00 per cent. of the total loan amount. On 4 November 2019, Royalty Pharma, an affiliate of Pharmakon Advisors, announced an agreement to purchase future royalties on tazemetostat net sales outside of Japan owned by Eisai Co. for $330,000,000 and a separate $100,000,000 equity investment directly in Epizyme. Pablo Legorreta, a principal of Pharmakon and RP management was named to the Epizyme board of directors. On 27 June 2022, Ipsen announced a definitive agreement pursuant to which Ipsen will acquire Epizyme. Upon closing, Epizyme was required to repay the $110,000,000 senior secured loan and the Company received $9,000,000 in prepayment and makewhole fees. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $14,614,000 (31 December 2021: $10,874,000). The outstanding balance as at 31 December 2022 was $nil (31 December 2021: $110,000,000) .
On 12 September 2019, the Company and BioPharma V, entered into a definitive senior secured note purchase agreement for the issuance and sale of senior secured notes in an aggregate original principal amount of up to $150,000,000 by OptiNose US. OptiNose US is a wholly-owned subsidiary of OptiNose (Nasdaq: OPTN), a commercial-stage specialty pharmaceutical company. OptiNose drew a total of $130,000,000 in three tranches: $80,000,000 on 12 September 2019, $30,000,000 on 13 February 2020 and $20,000,000 on 1 December 2020. There are no further funding commitments. The notes mature in September 2024 and bear interest at 10.75% per annum along with a one-time additional consideration of 0.75% of the aggregate original principal amount of senior secured notes which the Company and BioPharma-V are committed to purchase under the facility and 810,357 warrants exercisable into common stock of OptiNose. The Company funded a total 71,500,000 across all tranches and was allocated 445,696 warrants. In prior years, there were two amendments to the OptiNose note purchase agreement, resulting in retiered sales covenants, permission for an equity issuance, amended amortisation and make-whole provisions, and the issuance of new three-year warrants, with the original warrants being canceled. On 10 August 2022, the OptiNose note and purchase agreement was amended resulting in re-tiered sales covenants in exchange for an amendment fee of $780,000, payable upon repayment, of which the Company will be allocated $429,000. On 9 November 2022, OptiNose negotiated certain waivers in exchange for a waiver fee, of which the Company earned $715,000 of the total $1,300,000 waiver fee. On 21 November 2022, OptiNose entered into the A&R NPA. As part of the A&R NPA, Pharmakon revised the sales covenants, amended the amortization and make-whole, and modified the loan interest rate to 3-month SOFR plus 8.50 per cent., subject to a 2.50 per cent. floor, in exchange for an amendment fee. In the year to 31 December 2022, BPCR Limited Partnership recorded interest of $7,959,000 (31 December 2021: $7,793,000). The outstanding balance as at 31 December 2022 was $71,500,000 (31 December 2021: $71,500,000), and there were 1,375,000 warrants outstanding at 31 December 2022 (31 December 2021: 1,375,000).
On 8 December 2017, the Company's wholly-owned subsidiary BPCR Ongdapa entered into a purchase, sale and assignment agreement with RPI Acquisitions (Ireland) Limited ("RPI Acquisitions"), an affiliatalty Pharma, for the purchase of a 50 per cent. interest in a stream of Purchased Payments acquired by RPI Acquisitions from Bristol-Myers Squibb through a purchase agreement dated 14 November 2017. As a result of the arrangements, RPI's subsidiary and the Company's subsidiary are each entitled to the benefit of 50 per cent. of the Purchased Payments under identical economic terms. The Purchased Payments are linked to tiered worldwide sales of Onglyza and Farxiga, diabetes agents marketed by AstraZeneca, and related products. The Company was expected to fund $140,000,000 to $165,000,000 between 2018 and 2020, determined by product sales and will receive payments from 2020 through 2025 estimated to yield a return in the high single-digits per annum. The Company advanced $nil to RPI Acquisitions in the period to 31 December 2022 (31 December 2021: $nil) for the Purchased Payments. In the period to 31 December 2022 the Company recorded interest of $12,983,000 (31 December 2021: $13,612,000).
BioPharma III, BioPharma IV, and RPI Acquisitions are related entities of the Company due to a principal of the Investment Manager having significant influence over each of these entities.
18. CONTINGENCIES, GUARANTEES AND FINANCIAL COMMITMENTS
As at 31 December 2022, there were outstanding commitments in BPCR Limited Partnership of up to $75,000,000. (31 December 2021: $25,000,000) in respect of investments (see Note 17 for further details).
19. SUBSEQUENT EVENTS
On 9 January 2023, the Company repurchased 523,783 shares. The Company currently holds 55,277,181 of its ordinary shares in treasury and has 1,318,654,886 ordinary shares in issue (excluding treasury shares).
On 6 February 2023, The Coherus loan was amended to allow for a short term waiver to the sales covenant, as well switching the LIBOR component of the loan coupon to SOFR.
On 22 February 2023, the LumiraDx loan was amended to provide LumiraDx with certain waivers in exchange for increasing the fee payable at maturity from 3.00 to 9.00 per cent of the loan.
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (APM)
Net Income per Ordinary Share
Net income per share is the net revenue for the year divided by the number of ordinary shares outstanding.
NAV per Ordinary Share
Net Asset Value (NAV) is the value of total assets less liabilities. The NAV per share is calculated by dividing this amount by the number of ordinary shares outstanding.
Premium (discount) to NAV per Ordinary Share
As stock markets and share prices vary, an investment trust's share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and it is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, it is said to be trading at a premium.
Return per Ordinary Share
Revenue return per Ordinary share is based on the net revenue after taxation divided by the weighted average number of Ordinary Shares for the year. Capital return per Ordinary Share is based on net capital gains divided by weighted average number of Ordinary Shares for the year.
Ongoing charges
Ongoing charges are the Company's expenses expressed (excluding and including performance fee) as a percentage of its average monthly net assets and follows the AIC recommended methodology. Ongoing charges are different to total expenses as not all expenses are considered to be operational and recurring.
The calculation below is in line with AIC guidelines.
| | | Year to 31 December 2022 |
| Total expenses | (d) | 35,829,000 |
| Less: Performance fee | | (20,255,000) |
| Total | (a) | 15,574,000 |
| Average monthly net assets | (b) | 1,371,693,601 |
| Ongoing charges excluding performance fee (c=a/b) | (c) | 1.14% |
| | | |
| Ongoing charges including performance fee (e=d/b) | (e) | 2.61% |
CORPORATE INFORMATION
Directors
Harry Hyman (Chairman)
Colin Bond
Duncan Budge
Stephanie Léouzon
Rolf Soderstrom
Investment Manager and AIFM
Pharmakon Advisors L.P.
110 East 59th Street #3300
New York, NY 10022
USA
Administrator
Link Alternative Fund Administrators Limited
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Company Secretary and Registered Office
Link Company Matters Limited
6th Floor
Gresham Street
London
EC2V 7NQ
Company Website
Custodian
Bank of New York Mellon
One Canada Square
London
E14 5AL
Financial and Strategic Communications
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
Independent Auditor
Ernst & Young
Harcourt Centre
Harcourt Street
Dublin 2 Ireland
Joint Brokers
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Legal Adviser
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
SHAREHOLDER INFORMATION
Key dates
| March
| Annual results announced Payment of fourth interim dividend
|
| May | Annual General Meeting
|
| June
| Company's half-year end Payment of first interim dividend
|
| September
| Half-yearly results announced Payment of second interim dividend
|
| December | Company's year end Payment of third interim dividend |
Frequency of NAV publication
The Company's NAV is released to the LSE on a monthly basis and is published on the Company's website.
Annual and Half-yearly report
Copies of the Company's Annual and Half-yearly Reports, stock exchange announcements and further information on the Company can be obtained from the Company's website www.bpcruk.com.
Identification codes
SEDOL: BDGKMY2
ISIN: GB00BDGKMY29
TICKER: BPCR
LEI: 213800AV55PYXAS7SY24
Contacting the Company
Shareholder queries are welcomed by the Company. While any queries regarding your shareholding should be directed to the Registrar, shareholders who wish to raise any other matters with the Company may do so using the following contact details:
Company Secretary - biopharmacreditplc@linkgroup.co.uk
Chairman - chairman@bpcruk.com
Senior Independent Director - sid@bpcruk.com
National Storage Mechanism
A copy of the full Annual Report and Financial Statements will shortly be submitted to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
END
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
LEI: 213800AV55PYXAS7SY24
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