Investing in Biotechnology
for a Healthier Future
ANNUAL REPORT | 31 AUGUST 2019
WELCOME TO THE
INTERNATIONAL BIOTECHNOLOGY TRUST PLC
ANNUAL REPORT 2019
WHO WE ARE
International Biotechnology Trust offers investors access to the fast growing
biotechnology sector through an actively managed, diversified fund.
Our award winning Fund Managers at SV Health Managers LLP are scientifically, medically and financially
trained with over 60 years of experience between them in this specialist sector. As well as investing in a wide
ranging portfolio of global quoted biotechnology stocks, we include a small proportion of otherwise inaccessible
carefully selected unquoted investments that have the potential to deliver additional returns over the long-
term. Excellent management teams, unique innovative products and strong potential for outperformance are
the key criteria for inclusion in our diversified portfolio of assets.
Exposure to both growth and yield
Outperformance of benchmark since Lead
Investment Manager joined in September 2013
Biotechnology sector has strong fundamentals
and is currently undervalued
Unrivalled access to both quoted and
unquoted biotechnology sectors
Medical and scientific expertise of Investment
Managers
International Biotechnology Trust plc | Who We Are
31 August 2019
OUR MARKET
ANNUAL
REPORT
Fig 1. Over 55s make up 29% of US population but
account for 55% of healthcare spend
100%
Over 65 years old
55 to 64 years old
45 to 54 years old
35 - 44 years old
19 - 34 years old
Under 19 years old
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
Share of Population
Share of Spending
Source: Kaiser Family Foundation analysis of Medical Expenditure Panel
Survey, Agency for Healthcare Research and Quality, U.S. Department of
Health and Human Service, 2017
Fig 3. Increase in percentage of over 60s from 12.5%
to 22% worldwide, combined with 33% population
growth in 30 years, will mean elderly population will
double in next 30 years
Over 60s
Under 60s
2050
2.22bn
0.95bn
2018
7.88bn
6.65bn
Fig 2. Number of drugs in development as measured by
number of ongoing clinical studies
35,000
30,000
25,000
20.000
15,000
10,000
5,000
0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Total number of new clinical studies per year disclosed on
ClinicalTrials.gov has increased from 12,799 in 2005 to 30,986 in 2018
Source: New clinical studies disclosed per year on clinicaltrials.gov 2005-2018
Fig 4. Share price/FTSE All-Share Index performance (%)
600
550
500
450
400
350
300
250
200
150
100
0
1
2
3
4
5
6
7
8
Global population (billions)
Aug-09 Aug-10 Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-18 Aug-19
IBT Share Price Total Return
FTSE All-Share Total Return
Source: Kaiser Family Foundation analysis of Medical Expenditure Panel
Source: Share Price Total Return from Morningstar. FTSE All-Share Total
Survey, Agency for Healthcare Research and Quality, U.S. Department of
Return from Thomson Datastream. (data rebased to 100 at 31 August 2009)
Health and Human Service, 2017
OUR AWARDS
BEST
SPECIALIST
FUND 2015
International
Biotechnology Trust
CITYWIRE INVESTMENT TRUST AWARDS:
Citywire Best Specialist Equities 2017
International Biotechnology Trust plc | Our Market Demographics
ANNUAL
REPORT
31 August 2019
FUND FACTS
YEAR ENDED 31 AUGUST 2019
PERFORMANCE
Share price
NAV
NASDAQ Biotechnology Index (NBI)
FTSE All-Share Index
-2.1%
-6.8%
-9.8%
+0.4%
All sterling-adjusted and on a total return basis (with all dividends reinvested).
FINANCIAL HIGHLIGHTS
31 August 2019
31 August 2018
Total equity (£’000)
239,579
262,473
NAV per share
Share price
Share price premium/(discount)
623.9p
636.0p
1.9%
Ongoing charges *
1.3% **
Ongoing charges including performance fee
1.7% **
699.0p
680.0p
(2.7%)
1.4% **
1.4% **
* Calculated in accordance with the Association of Investment Companies (the AIC) guidance. Based on total
expenses excluding finance costs and performance fee and expressed as a percentage of average daily net
assets. The ratio including performance fee has also been provided, in line with the AIC recommendations.
From 3 January 2018, the research costs under MiFID II borne by the Company is included in the ongoing
charges calculation.
** Includes Management fees paid to SV Health Investors LLP directly from investment in SV Fund VI of
£526,000 (2018: £503,000).
International Biotechnology Trust plc | Fund Facts
ANNUAL
REPORT
31 August 2019
FUND FACTS
TOP 30 INVESTMENTS BY % of NAV
SV Fund VI
Gilead Sciences
Vertex
Celgene
Neurocrine
Amgen
PTC Therapeutics
Alexion
Stemline
Regeneron
Genmab
Morphosys
Incyte
Illumina
Insmed
NAV % BY GEOGRAPHY
United States
Europe
12%
88%
9.4%
6.9%
6.0%
5.7%
5.5%
4.7%
3.6%
3.5%
3.4%
3.1%
2.9%
2.9%
2.7%
2.4%
2.0%
Halozyme
Seattle Genetics
Biogen
Biomarin
Ikano
Sangamo
Horizon
Convergence
Ionis
Nordic Consulting
GW
Kalvista
Sage
Alnylam
Sarepta
NAV % BY SECTOR
1.9%
1.7%
1.6%
1.4%
1.4%
1.3%
1.2%
1.0%
1.0%
1.0%
1.0%
1.0%
0.9%
0.9%
0.8%
83%
80%
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
(10%)
NAV % BY QUOTED / UNQUOTED
Quoted
Unquoted
15%
85%
NAV % BY MARKET CAP
Large Cap > USD 10BN
Mid Cap = USD 1-10BN
Small Cap < USD 1BN
41%
38%
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31 August 2019
31 August 2018
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International Biotechnology Trust plc | Fund Facts
ANNUAL
REPORT
LONG-TERM RECORD
FIVE YEAR PERFORMANCE 31 AUGUST 2019
31 August 2019
Cumulative Return to 31 August 2019
12m (%)
3yr (%)
5yr (%)
International Biotechnology Trust Share Price Total Return
International Biotechnology Trust NAV
NBI
FTSE All-Share Index
-2.1%
-6.8%
-9.8%
0.4%
45.3%
129.9%
22.2%
20.7%
20.1%
77.5%
55.7%
31.1%
All sterling-adjusted and on a total return basis (with all dividends reinvested).
As at
31 August
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
Total
NAV
£’000
Number *
of shares
in issue
NAV per
share
pence
239,579
38,397,663
623.9
262,473
37,547,663
699.0
252,651
37,547,663
672.9
216,651
37,672,663
575.1
236,001
40,247,663
586.4
214,970
54,332,663
395.7
172,672
55,157,663
313.1
128,922
55,457,663
232.5
91,764
56,007,663
163.8
93,658
60,357,664
155.2
NAV**
annual
return
%
Share price**
annual
return
%
Share
price
pence
Premium/
(discount)
%
FTSE All-Share
Index total
return
%
-6.8
8.6
20.9
-1.7
48.2
26.4
34.7
41.9
5.6
2.4
636.0
680.0
624.0
497.5
551.5
314.5
269.0
204.5
143.0
133.8
-2.1
13.7
30.5
-9.8
75.4
16.9
31.5
43.0
6.9
10.8
1.9
(2.7)
(7.3)
(13.5)
(6.0)
(20.5)
(14.1)
(12.0)
(12.7)
(13.8)
0.4
4.7
14.4
11.7
-2.3
10.3
18.9
10.2
7.3
10.6
* Excludes treasury shares (2019: 2,945,000; 2018: 3,795,000)
** On a total return basis (with all dividends reinvested since 2017).
International Biotechnology Trust plc | Long-Term Record
CONTENTS
Outlook
Investment Managers
Chairman’s Statement
Fund Manager’s Review
Unquoted Investments and Earnouts
Strategic Review
Directors’ Biographies
Directors’ Report (Incorporating the
Corporate Governance Statement)
Report on Directors’ Remuneration
Audit Committee Report
Management Report and Directors’
Responsibilities Statement
Independent Auditors’ Report
Statement of Comprehensive Income
Statement of Changes in Equity
Balance Sheet
Cash Flow Statement
Notes to the Financial Statements
Company Summary, Shareholder
Information, Directors and Advisers
Alternative Investment Fund
Manager’s Disclosure
Statement of the Depositary’s
Responsibilities
Notice of Meeting
08
09
11
13
17
19
24
25
34
38
40
41
48
49
50
51
52
76
77
81
82
Further information on the Company may be
found on the internet at
www.ibtplc.com
International Biotechnology Trust plc | Contents
OUTLOOK
Q&A WITH INVESTMENT MANAGERS
CARL HARALD JANSON, AILSA CRAIG
AND MAREK POSZEPCZYNSKI
International Biotechnology Trust’s (the Company)
Investment Managers, Carl Harald Janson, Ailsa Craig
and Marek Poszepczynski, highlight the strength of
the underlying drivers of the biotechnology sector
and explain how they’re positioning the Company to
take advantage.
How has the sector changed over the past 12
months?
Investing in biotechnology
is an effective way to
ensure your capital will
benefit society
55s is set to double in the next thirty years, so spending on the
It has certainly been an interesting 12 months for the sector!
treatments and drugs must increase too.
There have been a number of large M&A transactions, some
high-profile failures, but also a large number of successful drug
approvals and drug launches. The long-term outlook remains
positive but the debates between Democratic presidential
nominees have dragged healthcare spending back into the
spotlight. We expect it will remain a topical issue going into the
US election next autumn and it is one of the key reasons why the
sector is currently out of favour. But we believe the chances of any
government implementing industry-damaging reforms are low –
while Medicare-for-all sounds like a great idea, there is no viable
plan for rolling it out.
Do you think Brexit will impact the sector at all?
The majority of our portfolio companies are US companies with
products marketed all over the world, so in that respect we expect
the impact to be minimal. That said, over 90% of the portfolio
is US dollar-denominated. Since we don’t hedge any currency
exposure, the NAV will continue to be affected by any volatility in
the exchange rate between sterling and the US dollar.
What about the longer-term outlook?
Will companies in the biotechnology sector be
able to meet this increasing demand?
Yes, absolutely. Luckily for all of us, the unstoppable force of
scientific innovation continues to churn out better treatments
to help people overcome disease and live longer. Last year the
FDA approved a record 59 new drugs whilst a record number of
clinical trials were registered, almost double the number ten years
ago. We expect this direction of travel to continue over the next
decade and a half as supply keeps pace with demand.
Where is the most exciting part of the market, in
terms of drug development?
Oncology and rare diseases are both exciting areas. In oncology,
treatment options have multiplied beyond imagination over
the last 20 years, yet each year we continue to see better, more-
targeted therapies. The treatment of rare diseases is an area that
has progressed so much in recent years. A significantly increased
understanding of the biology of complex diseases coupled with
the pricing power of these unique and innovative treatments
means that diseases that once killed can now be cured. This rapid
The underlying drivers are as strong as ever. Over 55s account
rate of development shows no sign of slowing.
for 55% of US healthcare spend. Globally, the number of over
08
International Biotechnology Trust plc | Outlook
ANNUAL REPORT31 August 2019
Do you position the portfolio to take advantage
of this?
Oncology and rare diseases are our top therapeutic categories but
that’s because we have analysed these companies and believe in
Environmental, Social and Governance factors are
increasingly important considerations for many
investors. How does biotechnology lend itself to
responsible investing?
their long-term growth potential. Our stock selection process is
Over the last five years there has been a revolution in responsible
bottom up, but the higher weightings of these sub-sectors in our
investing, with a growing number of investors embedding this
portfolio is reflective of the value we think they represent.
approach into their portfolios. While it’s quite straightforward
You mentioned the M&A transactions this year,
do you think this will continue?
to select companies with a good environmental and governance
record, selecting those with a strong social agenda is more
difficult. Investing in biotechnology is an effective way to ensure
M&A is a hallmark of biotechnology and pharmaceuticals. As large
your capital will benefit society. The healthcare sector has a unique
companies struggle to maintain earnings growth, small companies
contract with policy makers and consumers. Periods of patent
are busy discovering and developing the next new innovative
exclusivity incentivises the industry to find new drugs which treat
treatment. The problem is that small companies don’t have the
unmet needs. Once those patents expire, however, these new
platforms from which to launch that treatment. That’s why two-
therapies are often available for cents in the dollar in perpetuity.
thirds of drug development takes place in small companies, but
two-thirds of distribution takes place in large companies. Eight of
CARL HARALD JANSON | Lead Investment Manager
the stocks in the Company’s portfolio were acquired in the last 18
AILSA CRAIG | Investment Manager
months, with investors repeatedly benefitting from the premium
MAREK POSZEPCZYNSKI | Portfolio Manager
paid by acquiring companies.
28 October 2019
INVESTMENT MANAGERS
The investment team has a breadth of experience across both public and private investments. The majority
of investments made are in the public markets, though private or venture capital investments are also made
through a relationship with SV Health Managers LLP (SV Health or the Fund Manager) (www.svhealthinvestors.
com) which provides unique deal flow for private company investment opportunities.
CARL HARALD JANSON
Lead Investment Manager
AILSA CRAIG
Investment Manager
MAREK POSZEPCZYNSKI
Portfolio Manager
KATE BINGHAM
Unquoted Investment Manager
Carl Harald joined SV Health
Ailsa joined SV Health in 2006
Marek joined SV Health in 2014
Kate joined SV Health in 1991
in 2013 as the Lead Investment
and is an Investment Manager
and is a Portfolio Manager for
and is an Investment Manager
Manager for the Company. Carl
for the Company. Ailsa has a
the Company. Marek has an
for the Company. Kate is one
Harald qualified as a Medical
BSc (Hons) in Biology from the
MSc in Biochemistry and an
of the SV Health’s Managing
Doctor and completed a PhD
University of Manchester. She
MSc in Business Management
Partners, has a first class degree
at the Karolinska Institute and
was awarded the IMC in 2002
from the Royal Institute of
in Biochemistry from Oxford
is a Certified Financial Analyst
and the Securities
Institute
Technology, Stockholm.
University, and graduated from
from the Stockholm School of
Diploma in 2007.
Economics.
Harvard Business School with
an MBA.
International Biotechnology Trust plc | Investment Managers
09
ANNUAL REPORT31 August 2019 STRATEGIC REPORT
Chairman’s Statement
Fund Manager’s Review
Unquoted Investments and Earnouts
Strategic Review
11
13
17
19
International Biotechnology Trust plc | Contents
CHAIRMAN’S STATEMENT
Summary
I am pleased to present the Company’s Annual Report for the year
ended 31 August 2019.
In difficult markets, the Company has performed well over the
financial year. The Company’s NAV per share and share price
returned -6.8% and -2.1% respectively, whilst the NBI returned
-9.8% and the FTSE All-Share Index returned 0.4%. All figures are
on a total return basis, including costs and assuming dividends
reinvested, and are sterling-adjusted.
Not only did the Company outperform the NBI on both a NAV
per share and share price basis, but the Company successfully
narrowed the discount during the year, ending the year trading
at a premium to NAV.
The financial year also marked 25 years since the Company’s
inception, and I am very proud to be Chairman of a Company with
such a long and distinguished history of creating Shareholder
value.
Quoted portfolio
The quoted portfolio returned -8.6%, outperforming the
benchmark in an extremely volatile period. Negative returns
are always disappointing but this has largely been driven by
macroeconomic and political factors such as Brexit, the China-US
trade dispute and rising tensions in the Middle East. The Fund
Manager has positioned the portfolio cautiously away from
small cap companies with financing risk, and further diversified
the portfolio holdings to ensure the Company is not exposed to
unnecessary risk during volatile periods. The Fund Manager’s
Review on page 13 contains a more detailed review of market
conditions.
Unquoted portfolio
The Company continues to enjoy success through its access to an
unquoted element of biotechnology, a unique differentiating
feature allowing investors access to the full spectrum of this
exciting sector. Our unquoted portfolio continues to perform well
and has easily outperformed the NBI over the long-term.
We are now 68.7% invested of our $30m commitment to SV
Life Sciences Fund VI (SV Fund VI). Following SV Fund VI’s latest
quarterly valuation report, our average investment has an IRR of
16.6%. During the year, SV Fund VI made three distributions to
the Company after successfully exiting investments, as some of
these impressive gains were realised.
Our directly-held unquoted portfolio continues to yield
positive results, with the approval of Ikano’s Nayzilam Nasal
Spray and the performance of Kalvista being particular
highlights. Overall, the unquoted portfolio generated a
return of 16.3%.
While we continue to expect the valuation of SV Fund VI
to increase, a number of investments within the directly-
held unquoted portfolio are now reaching exit, meaning
the gains achieved will be realised. As a result, the Board
expects unquoted assets to remain within the guideline
range of 5-15% of total investments.
Dividends, buybacks, share issuance and
discount
I am pleased to report that the Company’s fifth and sixth
dividend payments were made during the financial year. We
paid out a dividend equal to 4% of NAV as at 31 August
2018 in two equal tranches on 31 January 2019 and 31
August 2019, equating to a 4.1% increase when compared
with dividend payments in the previous year.
In accordance with the Shareholder Circular dated 13
September 2016 and as a matter of best practice, the
Board will be seeking Shareholder approval to continue
the payment of dividends and a resolution will be put to
Shareholders at the forthcoming Annual General Meeting
(AGM).
International Biotechnology Trust plc | Chairman’s Statement
11
11
ANNUAL REPORT31 August 2019 CHAIRMAN’S STATEMENT
Since the announcement of our policy changes and the
introduction of the dividend in September 2016, no buybacks
have been required for discount management purposes. Indeed,
the discount moved from a 2.7% discount at the previous
year-end to a premium of 1.9% at 31 August 2019. The long-
term outperformance of the benchmark, combined with the
outperformance of our competitors in more recent times, have
resulted in an increased demand for the Company’s shares,
allowing the Company to re-issue shares from treasury equivalent
to 2.6% of NAV in the financial year.
The Company was not required to buy back shares to protect its
discount during the year, but the Board remains committed to
protecting Shareholder value should the need arise.
Performance fee
The unquoted portfolio gave rise to a performance fee of
£970,000 for the year ended 31 August 2019 (2018: £93,000).
The performance fee is significantly higher than in the previous
year, largely because of realised gains on the sale of Kalvista and
TransEnterix .
Board of Directors
The Board has set a policy on tenure that in normal circumstances,
Directors will retire at the AGM in their 10th year of service. Taking
this policy into account, the Nomination Committee carried out
a process to agree a succession plan for future years. As part of
this, I intend to retire at the conclusion of the AGM to be held
in December 2020 and it is expected that Dr Bouchet will retire
shortly thereafter. Accordingly, a recruitment process has begun
to identify potential candidates to succeed both Dr Bouchet and
me.
AGM
This year’s AGM will be held at 2.30 pm on Wednesday, 11
December 2019 at the offices of BNP Paribas Securities Services
S.C.A., 10 Harewood Avenue, London, NW1 6AA. In addition
to the formal process of voting on various resolutions, the
AGM is an opportunity for Shareholders to meet the Board and
representatives of the Alternative Investment Fund Manager, SV
Health Managers LLP, who will present to Shareholders.
Our regular biennial continuation vote required by the
Company’s Articles of Association will be put to Shareholders
at the AGM. The Company has received positive feedback from
major Shareholders throughout the year and my fellow Directors
and I strongly recommend that Shareholders vote in favour.
If you have any detailed or technical questions, it would be helpful
if you could raise these in advance of the Meeting by emailing
the Company Secretary at secretarialservice@uk.bnpparibas.
com or in writing to BNP Paribas Secretarial Services Limited, 10
Harewood Avenue, London, NW1 6AA. Shareholders who are
unable to attend the AGM are encouraged to use their proxy
votes.
I look forward to welcoming as many of you as possible to the
Meeting.
JOHN ASTON OBE | Chairman
28 October 2019
12
12
International Biotechnology Trust plc | Chairman’s Statement
ANNUAL REPORT31 August 2019 FUND MANAGER’S REVIEW
BEST PERFORMING INVESTMENTS
WORST PERFORMING INVESTMENTS
Contribution to NAV
(Reduction) to NAV
£4.6m
£2.3m
£2.3m
Ligand
Aerie
Spectrum
£(5.1)m
£(3.8)m
£(2.4)m
Acadia
Incyte
Ikano
Summary
In the year ended 31 August 2019, the Company’s NAV per share returned -6.8%. The Company’s share price returned -2.1%.
The NBI returned -9.8% and the FTSE All-Share Index returned 0.4%. All figures are on a total return basis, including costs and
assuming dividends reinvested, and are sterling-adjusted.
By subsector, 83% of NAV was invested in therapeutics, 2% in specialty pharmaceuticals, 2% in medical devices, 3% in life
science tools, diagnostics and services, and 9% in a venture capital fund, SV Fund VI. SV Fund VI makes investments into
unquoted companies across three sectors; biotechnology (40%), healthcare services and IT (40%) and medical devices (20%).
Cash and other net assets were 1% of NAV.
OVERVIEW AND PERFORMANCE
Total portfolio companies*
Quoted
Unquoted**
NAV
Quoted NAV
Unquoted NAV
Other assets/(liabilities)
* Excluding unquoted companies fully written off (2019: 8; 2018: 7)
** Including SV Fund VI as one unquoted holding
2019
2018
74
60
14
66
51
15
£239.6m
£262.5m
£202.2m
£230.6m
£35.2m
£32.6m
£2.2m
£(0.5)m
International Biotechnology Trust plc | Fund Manager’s Review
13
ANNUAL REPORT31 August 2019
ANNUAL
REPORT
31 August 2019
FUND MANAGER’S REVIEW
At 31 August 2019, for financial reporting, the quoted
M&A Deals
portfolio represented 85.2% of NAV (excluding cash and other
Three portfolio holdings were the subjects of successful bids
net assets) at £202.2m. The unquoted portfolio represented
during the period under review: Tesaro, Celgene and Array
14.8% of NAV at £35.2m. For performance purposes
Pharmaceuticals.
companies that were first invested in from the unquoted pool
and have now become quoted but continue to be managed
In December 2018, GSK acquired Tesaro for $5.1bn, at a
by the unquoted Investment Managers are included within
70% premium to the previous share price. Tesaro’s oncology
the unquoted portfolio.
Quoted portfolio
platform represented an opportunity for GSK to re-enter the
space after its retreat eight years earlier.
The return on the quoted portfolio was -8.6%, which
Shortly after, in January 2019, Bristol-Myers Squibb agreed
outperformed the benchmark index, the NBI, by 1.2%
to acquire Celgene for approximately $74bn, the Company’s
compared with the NBI total return of -9.8%.
third largest holding at the time, at a premium of 63%. We
expect this mega acquisition to complete in early 2020.
We are pleased to have outperformed the benchmark
period over the financial year, particularly given the difficult
Finally, Pfizer announced its acquisition of oncology company
macroeconomic conditions with which we were presented.
Array Pharmaceuticals for a 62% premium, meaning Array
was the top contributor to the Company’s performance for
The first half of the financial year generated much of the
the month. Pfizer’s M&A approach is typical of the sector,
year’s negative return. First, almost all world equity indices
with this being the third time International Biotechnology
posted losses during the first four months of the year. The
Trust Shareholders have benefitted from Pfizer acquisitions
prospect of rising interest rates, the US mid-term elections,
in recent years.
the US-China trade dispute and the anticipation of the end of
the economic cycle could all be cited as reasons. Thankfully,
Treatments developed by smaller companies may be very
markets posted a strong recovery as investor confidence
effective but small-scale, inexperienced marketing teams
returned in January 2019. This broad market recovery has
can be a limiting factor in the treatment’s sales growth.
largely continued throughout 2019 but the biotechnology
Transferring the treatment to a
large, geographically-
sector has been unable to participate for a number of
diverse company with a well-oiled marketing machine will
reasons. Although the Democratic Presidential Candidate
immediately increase the Net Present Value (NPV). This driver
selection process ensured healthcare, and in particular drug
of value will make such acquisitions accretive to the acquirer.
pricing, remained front page news, a handful of high-profile
clinical trial failures have done little to boost Wall Street’s
These more mature pharmaceutical companies have ageing
confidence in the sector. We therefore believe companies
product portfolios facing patent expiry, so acquiring a
in the sector are undervalued and it would appear that
company with a new treatment can help to fill holes left by
acquiring companies think the same. However, the Company
the blockbuster drugs of yester-year.
benefitted from three sector M&A transactions, which led to
the portfolio’s outperformance of the NBI.
1414
International Biotechnology Trust plc | Fund Manager’s Review
ANNUAL REPORT31 August 2019
31 August 2019
ANNUAL
REPORT
FUND MANAGER’S REVIEW
Positive Contributors
Spectrum
shares
fell
in September after
reporting
Contributions from M&A aside, Acadia was the largest
disappointing data for its drug in metastatic non-small cell
positive contributor to NAV per share, continually reporting
lung cancer. The company then completed a $150m offering
strong sales for its marketed drug, Nuplazid, which treats
later in the year, which prevented it from participating in the
Parkinson’s Disease psychosis. The Company’s Shareholders
broader market rally.
further benefitted after the year end when, on 9 September
2019, Acadia announced the success of a trial for Nuplazid in
Unquoted portfolio
dementia-related psychosis.
Incyte benefitted from continued M&A speculation during
the year. The Company invested in the stock in mid-2018 after
clinical trial failure led to a 25% reduction in market cap. In
early 2019, Incyte recovered much of its market cap on the
back of the Celgene acquisition, at which point it was one of
the Company’s largest holdings.
Exelixis reported stronger than expected sales for its drug
Cabometyx, which is used to treat patients with Renal Cell
Carcinoma. Merck later announced positive data for a
potential competitor, which slightly curtailed gains in the
period. Despite this, the profitable companies in our portfolio
fared far better as the market retracted, and for that reason
we steered the portfolio away from high-risk companies with
near-term financing difficulties.
Foreign Exchange (FX) gains positively impacted the quoted
The return for the unquoted portfolio over the year ended
31 August 2019 was a gain of 16.3%. The combined effect
of gains and losses on the unquoted investments, including
gains made in previous years now crystalised, resulted in a
performance fee of £970,000 (2018: £93,000). The Company
sold all of its holding in TransEnterix and part of its holding in
Kalvista. These investments had made a considerable return
on historical costs. The performance fee was bolstered further
by the payment of a milestone from Ikano Therapeutics.
As at 31 August 2019, the Company held investments in eight
unquoted portfolio companies, one investment in a venture
fund, SV Fund VI, and interests in five further companies
that have been sold, but where there are further receipts
dependent on reaching drug development or financial
milestones set at the point when those companies were sold.
The Company also holds investments in three previously
unquoted companies that are now listed, but are still reported
for performance purposes within the unquoted portfolio.
portfolio by £6.1m.
Negative Contributors
Ligand shares weakened on the back of a short report by
Citron Research, claiming that the company’s long-term
outlook was much worse than investors had hoped. We have
reduced our holding but are adopting the same wait-and-see
strategy as the wider market for the time being.
Aerie shares fell because of tempering investor expectations
for its newly launched glaucoma drug.
International Biotechnology Trust plc | Fund Manager’s Review
15
15
ANNUAL REPORT31 August 2019
FUND MANAGER’S REVIEW
SUMMARY OF UNQUOTED INVESTMENTS
Number of
investments as at
31 August 2019
Fair value at
31 August 2019
(£’m)
Unquoted
Exited with contingent milestones
SV Fund VI
Total unquoted
Previously unquoted, now listed
Total unquoted for performance measurement
8
5
22 *
35
3
38
6.0
6.6
22.6
35.2
3.2
38.4
%
of NAV
2.5%
2.8%
9.4%
14.7%
1.3%
16.0%
* The number of investments listed within SV Fund VI represents the number of investments into underlying individual portfolio companies. Three of these companies are
now quoted.
The Company’s investment in SV Fund VI continues to be a success,
In May 2019, the drug, now called Nayzilam and developed by
with a yearly return of 16.6% according to the latest investor
UCB, was approved by the FDA, resulting in a $1.8m milestone
communications. Over the same period, the NBI has returned
payment to the Company. The Company is also due further
7.0% per annum. The draw down on the commitment of $30m to
milestones and royalties on future sales of Nayzilam.
date is $20.25m. While further amounts will be drawndown over
the lifetime of the fund, the success of the fund’s investments to
Kalvista, initially an unquoted portfolio company that has now
date mean we only expect to commit a further $5m to SV Fund
listed, made strong gains throughout 2018/19 as its HAE and
VI. SV Fund VI’s investee companies continue to be diversified
DME programmes progressed in the clinic. Kalvista received a
between biotechnology, healthcare services & IT and medical
number of buy recommendations in the financial year and the
devices similar to our existing unquoted investments, but with
Company looks forward to data in late 2019 that is expected to
smaller allocations to each individual company, allowing for
have further positive effects on the share price.
greater diversification.
FX gains contributed £1.0m in gains to the unquoted portfolio.
While the SV Fund VI investment was clearly a highlight in
2018/19, Ikano Therapetuics was the strongest contributor to the
unquoted portfolio performance in the year. Ikano’s Midazolam
nasal spray, for the treatment of epilepsy, has been the subject of
an out-licensing deal for several years.
SV HEALTH MANAGERS LLP
28 October 2019
16
International Biotechnology Trust plc | Fund Manager’s Review
ANNUAL REPORT31 August 2019
UNQUOTED INVESTMENTS
as at 31 August 2019
The below are the unquoted investments held by the Company. The top 30 investments, which includes those companies which are
quoted, can be found on the Fund Facts page.
Investment
Region
Sector classification
Fair value of
asset £’000
1.
SV Fund VI Investments
USA
SV Fund VI Investment
22,577
% of
NAV
9.4
An investment in a venture capital fund, SV Fund VI, which invests in unquoted portfolio companies across three sectors;
biotechnology (40%) , healthcare & IT (40%) and medical devices (20%). The Company made a commitment of $30m to the fund
on 19 October 2016, equivalent to 7.5% of the total commitments, which will be drawn down over the investment period for the
next few years. The amount invested to date is $20.3m. As at 31 December 2018, the fund had a turnover of $131k and the loss
for the year was $8.4m.
2.
NCP Holdings
USA
Medical Research Services
2,387
1.0
Trading as Nordic Consultancy Partners. A company focused on providing Epic-only consulting within the US - implementation
support and optimisation. Epic makes software for mid-size and large medical groups, hospitals and integrated healthcare
organisations - working with customers that include community hospitals, academic facilities, children’s organisations, safety net
providers and multi-hospital systems.
3.
Karus Therapeutics
Europe
Biotechnology
1,369
A drug discovery and development company focused on the delivery of novel compounds for the treatment of cancer.
4.
TopiVert
Europe
Biotechnology
1,163
0.6
0.4
A company developing small novel molecules as topical treatments for inflammatory diseases of the gut and eye. Founded in 2011
as spin out of RespiVert, following its acquisition of Centocor Ortho Biotech (now Janssen Biotech).
5.
Autifony Therapeutics
Europe
Biotechnology
773
0.3
An early-stage company focused on delivering drugs for hearing disorders by targeting specific ion channel modulators in the field
of hearing and sensory disorders, including schizophrenia.
6.
Cell Medica
Europe
Biotechnology
136
0.1
A company using innovative technologies with the aim of improving the treatment of cancer and immune reconstitution following
hematopoietic stem cell transplant. The company is developing a pipeline of naturally occurring and gene-modified immune cell
products. Cell Medica acquired Delenex AG, an International Biotechnology Trust investment, in July 2016 in a share-for-share
exchange.
7.
Calchan
Europe
Biotechnology
A company developing novel ASK1 inhibitors for ostereoarthritis pain and fibrosis.
8.
EBR Systems
USA
Medical Devices
110
76
0.1
0.0
An early-stage company developing the first wireless cardiac stimulation device. The existing market for CRT devices exceeds $3bn
in annual sales and is expected to experience significant growth over the next five years.
Total
28,591
11.9
International Biotechnology Trust plc | Unquoted Investments
17
ANNUAL REPORT31 August 2019 EARNOUTS
as at 31 August 2019
Investments in unquoted companies that have previously been written down to nil net book value, but where ownership in the company
is retained are not disclosed in this table, 2019: 8 companies (2018: 7 companies).
Exited unquoted companies for which the Company retains rights to receive future contingent performance-based payments are shown
below.
Investment
Region
Sector classification
1.
Ikano
USA
Biotechnology
Fair value of
asset £’000
3,377
% of
NAV
1.4
A company focused on nasally delivered pharmaceutical products that was sold to Upsher Smith Laboratories in 2010. The terms of
the deal provide for an upfront payment and a series of royalties and milestones. The product is now marketed by UCB.
2.
Convergence
Europe
Biotechnology
2,453
1.0
A company, spun out from GSK, focused on developing novel analgesic/pain relieving drugs that was sold to Biogen in 2015. The
terms of the deal provide for an upfront payment and a series of milestones.
3.
Atopix
Europe
Biotechnology
352
0.2
An early-stage biotechnology company developing a pipeline of novel drugs to treat inflammatory diseases. The company’s
portfolio includes a lead drug programme with the potential to treat asthma and other respiratory and inflammatory conditions
with a once daily pill.
4.
Spinal Kinetics
USA
Medical Devices
226
0.1
A company pioneering a new generation of artificial discs for treating degenerative disc disease in the cervical and lumbar spine.
The company’s unique technology is designed to replicate a natural vertebral disc in its structure and physiologic range of motion
in all planes, including axial compression and rotation. This “natural” artificial disc has been designed to enable patients to move
freely while enjoying a sustained quality of life.
5.
Archemix - Units
USA
Biotechnology
146
0.1
Formerly a small biotechnology company discovering, developing and commercialising aptamer therapeutics.
Total
6,554
2.8
18
International Biotechnology Trust plc | Earnouts
ANNUAL REPORT31 August 2019 STRATEGIC REVIEW
The Directors present their Strategic Review for the Company for
purpose of investment in unquoted funds will be to gain exposure
the year ended 31 August 2019.
to unquoted companies.
Business model
The Company may invest through equities, index-linked securities
The Company is an investment company as defined in Section 833
and debt securities, cash deposits, money market instruments and
of the Companies Act 2006 (the Act) and its Ordinary shares are
foreign currency exchange transactions. Forward or derivative
listed and traded on the London Stock Exchange. The Company is
transactions are not used by the Company.
incorporated in England and Wales as a public limited company
and domiciled in the UK.
Life of the Company
The Company may borrow from time to time to exploit specific
investment opportunities, rather than to apply
long-term
structural gearing to the Company’s portfolio of investments.
The Company’s Articles of Association provide for the Directors
to put forward a proposal for the continuation of the Company
Investment restrictions
at the AGM at two-yearly intervals. The last continuation vote
The Company observes the following investment restrictions:
was held at the AGM on 12 December 2017 and was passed on a
show of hands. Proxy votes cast in respect of the last continuation
vote were 15,863,872 (99.99%) in favour, 1,772 (0.01%) against
and 10,294 withheld. The next continuation vote will be put to
Shareholders at the forthcoming AGM to be held on Wednesday,
11 December 2019, and the Directors strongly recommend
Shareholders vote in favour as they intend to do so.
Investment objective and policy
The Company’s investment objective is to achieve long-term
capital growth by investing in biotechnology and other life
sciences companies.
The Company will invest primarily in biotechnology and
other life science companies that are either quoted or
unquoted.
The Company will normally invest no more than 15%
in aggregate, of the value of its gross assets in any one
individual company at the time of acquisition.
The great majority of the Company’s assets will be invested
in the quoted biotechnology sector with a global mandate
across the entire spectrum of quoted companies. The
weighting of investment in unquoted companies will
vary according to the attractiveness of the opportunities
identified.
The Company will seek to achieve its objective by investing in
Gearing is restricted to 30% of NAV.
a diversified portfolio of companies which may be quoted or
The Company will normally invest no more than 15% in
unquoted and whose shares are considered to have good growth
aggregate, of the value of its gross assets in other closed-
prospects, with experienced management and strong potential
ended investment companies quoted on the London Stock
upside through the development and/or commercialisation of a
Exchange or any other stock exchanges.
product, device or enabling technology. Investments may also be
made in related sectors such as medical devices and healthcare
services. While the Company’s portfolio is held as one pool of
assets, for operational purposes there is a quoted portfolio and
an unquoted portfolio. The portfolio is diversified by geography,
industry sub-sector and investment size with no single investment
in a company normally accounting for more than 15% of the
portfolio at the time of investment.
The portfolio is split between large, mid and small-capitalisation
companies, primarily quoted on stock exchanges in North America,
where the most established and commercial biotechnology and
other life sciences companies operating in related sectors are
based, though investments will also be made in Europe, Asia
and Australia. Investments may also be made into unquoted
companies and into funds not quoted on a stock exchange,
including venture capital funds. This may include funds managed
by the Fund Manager and/or members of its group. The primary
No material change will be made to the investment objective
or policy without the approval of Shareholders by ordinary
resolution.
Investment strategy
The Company has delegated responsibility for day-to-day
investment of its assets to the Alternative Investment Fund
Manager (AIFM), SV Health Managers LLP. Consistent with the
Company’s investment policy SV Health Managers LLP makes the
majority of its investments in biotechnology companies focused
on drug discovery and development. Investments are also made
in related sectors such as medical devices or healthcare services.
SV Health Managers LLP uses a bottom-up approach to selection
focused on assessing the fundamentals of each investment. The
universe of possible investments is assessed and reduced to take
into account a number of key criteria such as disease area target
International Biotechnology Trust plc | Strategic Review
19
ANNUAL REPORT31 August 2019 STRATEGIC REVIEW
and market, unmet medical need, management team, stock
liquidity, market capitalisation, product portfolio and competition.
The risk/reward of each investment is assessed on its own merits.
The Company has a £55.0m overdraft facility in place with
HSBC Bank plc which provides the Company with funds to take
advantage of investment opportunities that occur from time to
Discount to the NAV
The Board routinely monitors the level of share price to
NAV and acts to limit its volatility and extent. The discount
to NAV is calculated as the difference between the share
price and the cum income NAV.
time on occasions when the portfolio is otherwise fully invested.
Ongoing charges (OC)
Currently, £nil is drawn down against this facility. The facility was
The Company’s OC are used as a further KPI to demonstrate
increased from £35.0m during the year under review in line with
the Company’s ability to control costs to maximise
the growth of the Company over the last six years.
Shareholder returns. OC is calculated in accordance with
Performance
guidance from the AIC.
An outline of performance, market background, investment
Principal risks and uncertainties
activity and portfolio strategy during the year under review, as
well as the outlook, is provided in the Chairman’s Statement on
pages 11 and 12 and the Fund Manager’s Review on pages 13
to 16.
Measuring performance – key performance
indicators (KPIs) and alternative performance
measures (APM)
The Board meets regularly to review the performance of the
Company and its shares. It uses the following KPIs to help assess
progress and its success at meeting the Company’s investment
objective. Whilst these measures are the main indicators of
performance, the Company uses a variety of other performance
indicators to measure performance, as indicated on the Fund
Facts page, along with further details of the KPIs.
Absolute investment returns
The Company’s stated investment objective is to achieve
long-term capital growth and therefore the Board
considers the progress of the NAV per share to be the
principal measure of the Company’s success in meeting
its objective. Absolute investment return is calculated as
the total NAV return, on a cum income basis net of all
costs and assuming dividends are reinvested at the time
of distribution.
Relative investment returns
The Board continues to compare its own returns against
the NBI (sterling-adjusted) and the FTSE All-Share Index as
well as other biotechnology funds over the longer-term.
Relative investment return is calculated by comparing the
absolute investment return against the total return of
the aforementioned indices, as reported by a reputable
pricing source.
The Board uses a framework of key risks which affect its business,
and related internal controls designed to enable the Directors to
take steps to mitigate these risks as appropriate. The Directors
have carried out a robust assessment of the principal risks facing
the Company, including those that would threaten its business
model, future performance, solvency or liquidity. A full analysis of
the Directors’ review of internal control is set out in the Corporate
Governance Statement on page 33.
The Company’s principal risks include:
Strategic/Performance risk
The Company’s returns are affected by changes in economic,
financial and corporate conditions, including fluctuations in
exchange rates, which can cause market fluctuations. At the time
of writing, the risk of Brexit is the Company’s biggest exchange
rate risk. The views of the Fund Manager are highlighted in the
Q&A with the Investment Manager on page 8. A significant fall in
US equity markets is also likely to affect adversely the value of the
Company’s portfolio. The Fund Manager provides the Board with
information on the market at each Board Meeting and the Board
discusses appropriate strategies to manage the impact of any
significant change in circumstances. The biotechnology sector
has its own specific risks leading to higher volatility than broad
equity market indices. While the Company seeks to maintain a
diversified portfolio within the confines of the current investment
policy, biotechnology sector-specific or equity market risks cannot
be eliminated by a diversified exposure to global biotechnology.
The Financial Statements and performance of the Company
are denominated in sterling because it is the currency of most
relevance to the Company’s investors. However, the majority of
the Company’s assets are denominated in US dollars. Accordingly,
the total return and capital value of the Company’s investments
can be significantly affected by movements in foreign exchange
20
International Biotechnology Trust plc | Strategic Review
ANNUAL REPORT31 August 2019 STRATEGIC REVIEW
rates. It is not the Board’s policy to hedge against foreign currency
A breach of Section 1158 CTA could result in the Company
movements.
being subject to Capital Gains Tax on the sale of investments.
Consequently, pre-trade compliance checks are embedded
Failure to meet investment objectives and/or poor sector-specific
into the investment procedures of the Fund Manager. Reports
or general equity sentiment can affect the Company’s share price,
confirming the Company’s compliance with the provisions of
resulting in shares trading at a relatively large discount to the
Section 1158 CTA are submitted by the Fund Manager to each
underlying NAV.
Board Meeting together with relevant portfolio and financial
The Board continually reviews the Company’s
investment
information.
performance, taking into account changes in the market, and
The Company is also subject to other laws and regulations,
regularly reviews the position of the NAV per share compared to
including the Act, Financial Conduct Authority (FCA) Listing,
the share price. Further information on the Company’s discount is
Prospectus and Disclosure Guidance and Transparency Rules
provided in the Chairman’s Statement on page 11.
and the Alternative
Investment Fund Manager’s Directive
Investment related risks
(AIFMD). Breaches of these laws and regulations could lead to
criminal action being taken against Directors or suspension
Alignment of the investment strategy with the Company’s
of the Company’s shares from trading. The Fund Manager and
investment objective is essential and an inappropriate approach
the Company Secretary provide regular reports to the Board
by the Fund Manager towards stock selection and asset allocation
on compliance with relevant provisions and report breaches
may lead to loss and/or underperformance and failure to achieve
without delay. The Board also relies on the services of its other
the Company’s objective of long-term capital growth, resulting
professional advisers to minimise these risks.
in a widening of the discount. The Board manages these risks
through its framework of investment restrictions and regular
Such risks are assessed by the Audit Committee, which receives
monitoring of the Fund Manager’s adherence to the agreed
regular reports from its main third party service providers as to
investment strategy.
the internal control processes in place within those organisations.
The Fund Manager provides regular reports to the Board on
Viability statement
portfolio activity, strategy and performance, as well as risk
In accordance with provision C.2.2 of the UK Corporate
monitoring. The reports are discussed in detail at Board Meetings,
Governance Code, published by the Financial Reporting Council in
which are all attended by the Fund Manager, to allow the Board
September 2016, the Audit Committee has assessed the prospects
to monitor the implementation of investment strategy and
of the Company over a five year period. This is considered to be
process.
Operational risks
an appropriate period given the long-term nature of investment
and the expected maturity period of the unquoted portfolio.
In common with most other investment trusts, the Company
In its assessment of the viability of the Company, the Audit
has a Board of non-executive Directors and has no executive
Committee has considered each of the Company’s principal risks
directors, no executive management and no employees. Its main
and uncertainties and how these are managed. These risks and
functions are delegated to third party service providers which are
uncertainties are detailed in the Strategic Review on pages 20
specialists in their fields. Operational risk arises from insufficient
and 21 and the effectiveness of the Company’s risk management
processes of internal control which would include compliance
and internal control systems are detailed on page 33. The Audit
with statutes and regulations governing the functions of the
Committee has also considered the following assumptions in
Company, however, the Board reviews the performance of these
relation to the longer-term viability of the Company:
third party service providers and their risk control procedures on
a regular basis as well as the terms on which they provide services
to the Company.
Tax, legal and regulatory risks
To qualify as an investment trust, the Company must comply with
Section 1158 Corporation Tax Act 2010 (CTA). Further details of
the Company’s approval under Section 1158 CTA are set out in
the Directors’ Report in “Principal activities” on page 25.
The Articles of Association require the Company to seek
approval from Shareholders on the continuation of the
Company at every second AGM. In December 2017, 99.99%
of the votes cast were in favour of the continuation of
the Company. The next continuation vote will be put
to Shareholders at the forthcoming AGM to be held on
Wednesday, 11 December 2019 for approval
International Biotechnology Trust plc | Strategic Review
21
ANNUAL REPORT31 August 2019 STRATEGIC REVIEW
Healthcare will continue to be an investable sector of the
instructions at investee company meetings accordingly. Full
international stock markets and that investors will still wish
details around the application of the UK Stewardship Code can
to have an exposure to such investments
be found in the Directors’ Report on page 33.
Closed-ended
investment trusts will continue to be
desirable by investors
Further, the Company has not adopted a policy on Human Rights.
Regulation will not increase to a level that makes the
Modern Slavery Act 2015
running of the Company uneconomical in comparison to
other competitive products
The performance of the Company will continue to be
The Company does not fall within the scope of the Modern Slavery
Act 2015 and the Directors also consider the Company’s supply
chain to be low risk as its suppliers are typically professional
satisfactory and should performance be less than the Board
deems acceptable it has the appropriate powers to replace
advisers.
the Fund Manager
There are no material or significant changes in the principal
risks
The Audit Committee has also considered the income and
expenditure projections and the fact that the majority of the
Company’s investments comprise readily realisable securities
which can be sold to meet funding requirements if necessary.
In light of the considerations and based upon the Company’s
processes for considering the composition of the investment
portfolio, monitoring the ongoing costs of the Company,
Accordingly, a slavery and human trafficking statement has not
been included.
Global greenhouse gas emissions
All of the Company’s activities are outsourced to third parties.
As such, it does not have any greenhouse gas emissions to report
from its operations, nor does it have responsibility for any other
emissions producing sources under the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013.
Gender representation on the Board
the discount to the NAV, the level of gearing, and taking into
As at the date of this Report, there were two male and two
account the Company’s current position and principal risks and
female Directors on the Board.
uncertainties, the Board, based on a recommendation by the
Audit Committee, considers that there is a reasonable expectation
Current and future developments
that the Company will continue to operate and meet its liabilities,
Details of the Company’s developments during the year ended 31
August 2019, along with its prospects for the future are set out
in the Chairman’s Statement on pages 11 and 12 and the Fund
Manager’s Review on pages 13 to 16. These are not intended to
be forecasts.
By order of the Board
BNP PARIBAS SECRETARIAL SERVICES LIMITED
Company Secretary
28 October 2019
as they fall due, over the next five years.
Social, community, environmental and human
rights policy
The Board recognises the requirement under Section 414C(7) of the
Act to detail information about environmental matters (including
the impact of the Company’s business on the environment), any
Company employees and social and community issues; including
information about any policies it has in relation to these matters
and effectiveness of these policies.
As an investment company, the Company has no direct social,
community, employee or environmental responsibilities and
delegates all its functions to third party services providers. Details
of the Investment Management Agreement and arrangements
with other advisers are provided in the Directors’ Report on pages
26 and 27.
The Fund Manager takes into account these considerations
when making investment decisions and determines its voting
22
International Biotechnology Trust plc | Strategic Review
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
AND FINANCIAL
STATEMENTS
Directors’ Biographies
Directors’ Report (Incorporating the
Corporate Governance Statement)
Report on Directors’ Remuneration
Audit Committee Report
Management Report and Directors’
Responsibilities Statement
Independent Auditors’ Report
Statement of Comprehensive Income
Statement of Changes in Equity
Balance Sheet
Cash Flow Statement
Notes to the Financial Statements
Company Summary, Shareholder
Information, Directors and Advisers
Alternative Investment Fund
Manager’s Disclosure
Statement of the Depositary’s
Responsibilities
Notice of Meeting
24
25
34
38
40
41
48
49
50
51
52
76
77
81
82
Further information on the Company may be
found on the internet at
www.ibtplc.com
International Biotechnology Trust plc | Directors’ Report
DIRECTORS’ BIOGRAPHIES
JOHN ASTON OBE
Chairman
DR VÉRONIQUE BOUCHET
Senior Independent Director
CAROLINE GULLIVER
Chair of the Audit Committee
JIM HORSBURGH
John Aston was appointed as
Véronique
Bouchet was
Caroline
Gulliver
was
Jim Horsburgh was appointed
a non-executive Director of
appointed as a non-executive
appointed as a non-executive
as a non-executive Director of
the Company on 23 February
Director of
the Company
Director of the Company on
the Company on 1 February
2011 and served as Chairman
of the Audit Committee from
on
She
1
is
September
2009.
1 April 2015 and as Chair of
2013. He commenced his career
the chief medical
the Audit Committee on 13
in 1977, joining Hill Samuel
April 2011 to July 2016. He
officer of RowAnalytics Ltd,
July 2016. She spent a 25 year
Investment Management as a
was subsequently appointed
an AI enabled precision
career with Ernst & Young
graduate trainee. He moved to
as Chairman of the Company
medicine company. She
is
LLP, from where she retired in
the ICI Pension Fund in 1979 and
on 12 December 2017. John
a non-executive director of
2012 to pursue other interests
Abbey Life Assurance Company
was chief financial officer of
Stevenage Bioscience Catalyst,
including
non-executive
in 1982, where he managed
Astex Therapeutics Limited
a member of the Council
directorship positions. She is
the company’s flagship life and
between January 2007 and
and Finance and Investment
a Chartered Accountant with
pension equity funds. In 1984
May 2010, and was chief
Committee of Queen Mary,
a background in the provision
he joined Schroder Investment
financial officer of Cambridge
University of London and
of audit and advisory services
Management as a UK pension
Antibody Technology for ten
a member of the scientific
to the asset management
fund manager, subsequently
years to 2006. Prior to this he
committee of Breast Cancer
industry, with a particular
becoming an account director,
was a director in investment
Now. She has an MB BS from
focus on investment trusts. She
a director and in 1998 UK
banking with
Schroders
St Bartholomew’s Hospital
is also a non-executive director
managing director. He
left
in London and previously
Medical School and holds a BSc
of JPMorgan Global Emerging
Schroders
in
2001
and,
worked for British Technology
in Psychology from University
Markets
Income Trust plc,
following a
career break,
Group and Price Waterhouse.
College London. She has an
Civitas Social Housing PLC and
was chief executive of Witan
He is a Chartered Accountant
MBA from INSEAD, and has
Aberdeen Standard European
Investment Trust plc
from
and
has
a
degree
in
been awarded the Institute of
Logistics Income PLC.
February 2004 to October 2008.
Mathematics from Cambridge
Directors’ Diploma in Company
University. He has previously
Direction (Distinction).
been a director of Polar
Capital Global Healthcare
Trust Plc and a number of
private biotech companies.
All Directors are independent. | All Directors are Members of the Audit, Management Engagement and Nomination Committees.
John Aston is Chairman of the Management Engagement and Nomination Committees as well as the main Board.
24
International Biotechnology Trust plc | Directors’ Biographies
ANNUAL REPORT31 August 2019
DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
The Directors present their Report and the audited Financial
two equal distributions
in January and August of each
Statements of the Company for the year ended 31 August 2019.
year, which is expected to be paid out of capital reserves.
Information disclosed in the Strategic Report
Accordingly, the Board declared and paid two interim dividends
The following matters required to be disclosed in this Report
during the year, each totalling 14.0 pence per Ordinary share
under the Large and Medium-sized Companies and Groups
(2018: 13.5 pence per Ordinary share). These were paid on 31
(Accounts and Reports) Regulations 2008 are covered in the
January 2019 and 30 August 2019. Further, the Directors intend
Strategic Report on pages 11 to 22: the Company’s status,
to pay Interim Dividends for the year ended 31 August 2019 in
investment objective and policy, investment strategy, investment
two tranches in January and August 2020.
restrictions, financial risk management, the Company’s exposure
to risks, a statement regarding the Company’s greenhouse gas
In accordance with the Board’s decision to seek Shareholder
emissions and the current and future developments as well as
approval of the Company’s dividend policy at each AGM, a
important events effecting the Company since the year end.
resolution to this effect has been included in the Notice of
Principal activities
The principal activity of the Company is the making of investments
Meeting on page 82.
Share capital
in accordance with the investment objective and policy set out on
At the AGM on 12 December 2018, Shareholders gave approval
page 19. The Board delegates investment management of the
for the Company to purchase up to 5,628,394 Ordinary shares
Company’s portfolio to the Fund Manager. A description of the
of its own capital for cash, being 14.99% of the share capital in
Company’s activities and strategy during the year, as well as the
issue as at the date of the Notice of Meeting. Shareholders also
outlook, is given in the Chairman’s Statement on pages 11 and 12
provided approval for the Company to issue 3,754,766 Ordinary
and the Fund Manager’s Review on pages 13 to 16.
shares (including those from treasury) with pre-emption rights
disapplied. During the year under review the Company re-issued
The Company conducts itself as an approved investment trust
850,000 Ordinary shares from treasury representing 2.3% of the
for the purposes of Section 1158 CTA which allows exemption
issued share capital at the start of the year (excluding shares held
from Capital Gains Tax. Such approval has been granted from
in treasury). Subsequent to the year end, the Company re-issued
HM Revenue & Customs (HMRC) and the Directors expect the
160,000 Ordinary shares from treasury. The issued share capital of
affairs of the Company to continue to satisfy the conditions for
the Company is detailed in note 15 to the Financial Statements.
exemption.
The total number of Ordinary shares at the date of this Report
is 41,342,663, of which 2,785,000 Ordinary shares are held in
The current portfolio of the Company is such that its shares are
treasury.
eligible for inclusion in an ISA, and the Directors expect this
eligibility to be maintained.
Directors
The biographies of the Directors of the Company are set out on
The Company currently conducts its affairs so that its shares can
page 24, all of whom were in office during the year and up to the
be recommended by Independent Financial Advisers in the UK
date of the signing of the Financial Statements.
to ordinary retail investors in accordance with the FCA rules in
relation to non-mainstream investment products and intends
As indicated on page 24, all Directors are deemed by the Board
to continue to do so. The shares are excluded from the FCA’s
to be independent in both character and judgement, and have
restrictions which apply to non-mainstream investment products
performed their duties in an independent manner at all times.
because they are shares in an authorised investment trust.
The independence of Directors will continue to be assessed on a
Results and dividends
case by case basis.
The results for the year are shown in the Statement of
In accordance with the Company’s Articles of Association
Comprehensive Income on page 48. Shareholders approved
Directors are required to be submitted for election at the first
at the AGM held on 12 December 2018, the Company’s
AGM following their appointment and thereafter submitted for
dividend policy to pay an annual dividend, equivalent to 4%
re-election every three years. The Board recognises corporate
of the Company’s NAV as at the last day of the Company’s
governance best practice is for all Directors to be submitted for
preceding financial year, being 31 August, to be paid through
annual re-election. Accordingly, all Directors will be standing for
re-election at the forthcoming AGM.
International Biotechnology Trust plc | Directors’ Report
25
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
The Board has considered the position of each of the Directors
The fee on the quoted pool is 10% of relative outperformance
as part of the performance evaluation, the process for which
above the sterling-adjusted NBI plus a 0.5% hurdle
is explained in more detail on page 31. The Board has a broad
The fee on the unquoted pool is 20% of net realised gains,
range of relevant experience to contribute towards the
taking into account any unrealised losses but not unrealised
Company’s strategic priorities, including specialist understanding
of biotechnology and healthcare sectors, investment trust
gains
The payment of the performance fee is subject to the
companies, fund management and accounting and auditing, as
following limits:
detailed in the Directors’ biographies on page 24. Further, the
The maximum performance fee in any one year is 2% of
Board has concluded that each Director continues to demonstrate
average net assets
commitment to their roles and provides a valuable contribution to
the deliberations of the Board. The Board therefore recommends
that Shareholders vote in favour of their re-elections at the
forthcoming AGM.
Directors’ and Officers’ liability insurance and
Directors’ indemnities
Directors’ and Officers’ Liability Insurance cover was purchased by
the Company and was in force during the year and up to the date
of the signing of this Annual Report and will be due for renewal
in April 2020.
The Company had a Deed Poll in place during the year under
review to indemnify the Directors against any liability suffered
or incurred in his or her capacity as a Director of the Company.
Fund Manager’s performance and contractual
arrangements
The Fund Manager is SV Health Managers LLP. The performance
of the Fund Manager is reviewed continuously by the Board
with a formal evaluation being undertaken by the Management
Engagement Committee at least annually. As part of this process,
the Committee reviewed the key terms of the Company’s
Agreement with SV Health Managers LLP, the terms of their
remuneration as set out below and a comparison with their peers.
The Committee reviewed the appropriateness of the appointment
of the AIFM in February 2019 with a recommendation being
made to the Board.
The Board believes the continued appointment of SV Health
Managers LLP is in the interests of Shareholders as a whole.
In coming to this decision, it also took into consideration the
quality and depth of experience allocated to the management
of the portfolio and the level of performance of the portfolio in
absolute terms and also by reference to the benchmark index.
SV Health Managers LLP is entitled to a management fee payable
monthly at the rate of 0.9% per annum of the Company’s NAV.
In addition, SV Health Managers LLP is entitled to an annual
performance fee which is calculated as follows:
The portfolio consists of two pools: quoted and unquoted
Any underperformance of the quoted portfolio against
the benchmark is carried forward for the current
financial period plus two succeeding periods
Performance fees in excess of the performance fee cap
are carried forward for the current financial period plus
two succeeding periods and being offset against any
subsequent underperformance before being paid out
Under normal circumstances the
Investment Management
Agreement is terminable by either party on 12 months’ written
notice.
A performance fee of £970,000 is payable in respect of the year
ended 31 August 2019 (31 August 2018: £93,000). Please see the
Chairman’s Statement on page 12 for further information.
The Board has made a commitment of $30m into SV Fund VI,
enabling the Company to achieve the benefits of diversification,
access to a wider range of unquoted companies and increased
liquidity as outlined above. There is no double charging of
investment management fees in relation to this commitment.
Administration, Depositary and Company
Secretarial Services
Fund accounting, administration, depositary and custody
services are provided to the Company by HSBC Bank plc. The
Administration Agreement with HSBC Bank plc continues until
terminated by either party on giving not less than 12 months’
written notice. The Depositary Agreement with HSBC Bank plc
continues until terminated by either party on giving not less than
90 days’ written notice. The Depositary also retains the right
to serve notice on the Company requiring it, at the expiry of a
period of not less than 270 calendar days, to give notice to the
FCA of a proposal to wind-up the affairs of the Company unless
a replacement Depositary has been appointed before the end of
that period.
Company Secretarial services are provided by BNP Paribas
Securities Services S.C.A. who delegate this activity to their wholly
owned subsidiary, BNP Paribas Secretarial Services Limited. The
Agreement with BNP Paribas Securities Services S.C.A. may be
terminated by either party on giving not less than six months’
26
International Biotechnology Trust plc | Directors’ Report
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
written notice.
Companies Act 2006 disclosures
In accordance with Section 992 of the Act, the Directors disclose
the following information:
The Company does not have an employees’ share scheme
The rules concerning the appointment and replacement
of Directors, amendment to the Articles of Association
and powers to issue or buy back the Company’s shares are
contained in the Articles of Association of the Company
The Company’s capital structure is summarised on page
and the Act
63, voting rights are summarised on page 85 and there
There exist no agreements to which the Company is party
are no restrictions on voting rights nor any agreement
that may affect its control following a takeover bid
between holders of securities that result in restrictions on
There exist no agreements between the Company and its
the transfer of securities or on voting rights
There exist no securities carrying special rights with regard
Directors providing for compensation for loss of office that
may occur because of a takeover bid
to the control of the Company
Substantial share interests
As at the year end and up to the date of this Report, the interests of 3% or more of the voting rights attaching to the Company’s issued
share capital, as notified to the Company in accordance with Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules or
ascertained by the Company were as follows:
Shareholder
As at 31 August 2019
As at 23 October 2019
Number of Ordinary
shares held
% of
voting rights
Number of Ordinary
shares held
% of
voting rights
Hargreaves Lansdown Asset Management
4,297,860
11.19
4,421,178
11.47
Border to Coast Pensions Partnership Limited
Charles Stanley
M&G Investment Management
Interactive Investor
South Yorkshire Pensions Authority
Total unquoted for performance measurement
Alliance Trust Savings
Brown Shipley
Lazard Asset Management (US)
A J Bell Securities
West Yorkshire Pension Fund
Brewin Dolphin
Going concern
3,266,468
3,242,285
1,829,926
1,693,440
1,700,000
1,645,600
1,564,545
1,915,090
1,229,234
1,245,599
864,981
8.51
8.44
4.77
4.41
4.43
4.29
4.07
4.99
3.20
3.24
2.25
3,266,468
3,245,395
1,826,165
1,796,980
1,700,000
1,665,917
1,564,545
1,320,362
1,274,938
1,245,599
1,231,248
8.47
8.42
4.74
4.66
4.41
4.32
4.06
3.42
3.31
3.23
3.19
The Company has reviewed the guidance issued by the FRC in
months. The Company’s assets consist mainly of equity shares
order to determine whether the going concern basis should be
in companies listed on the NASDAQ stock exchange and in
used in preparing the Financial Statements for the year ended
most circumstances are realisable within a short timescale. As
31 August 2019. In doing so, the Directors have considered the
discussed in the Chairman’s Statement, the Company’s Articles
Company’s borrowing requirements and covenants on existing
of Association require the Board to put a proposal for the
borrowings; liquidity risk (see note 23 on page 70); the business
continuation of the Company to Shareholders on a biennial basis.
environment and its impact on financial risk; the nature of
Shareholders approved the continuation of the Company in 2017
the portfolio; and expenditure projections for the next twelve
and a further vote will take place at the AGM scheduled for
International Biotechnology Trust plc | Directors’ Report
27
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
Wednesday, 11 December 2019. The Directors strongly encourage
the power to allot new Ordinary shares for cash at a premium to
Shareholders to vote in favour of the continuation. In reaching
the NAV at the forthcoming AGM.
this recommendation, the Board has reviewed the prospects
for the biotechnology sector and appropriateness of offering
Resolution 11 seeks authority for Directors to allot shares for cash
investors access to this sector through an investment trust vehicle,
up to a nominal amount of £963,941.50, equivalent to 3,855,766
the strength of the Fund Manager and the performance of and
Ordinary shares (being 10% of the issued Ordinary share capital
prospects for the portfolio. The Company has also consulted
of the Company (excluding treasury shares) in issue on 28 October
with major Shareholders and has received positive feedback.
2019 (being the latest practicable date prior to the publication of
the Notice of Meeting)).
As a result, the Directors believe that it is appropriate to adopt
the going concern basis in the preparation of the Financial
In addition, resolution 12 seeks authority for Directors to allot
Statements as there are no material uncertainties related to
further shares for cash up to a nominal amount of £963,941.50,
events or conditions that may cast significant doubt about the
equivalent to 3,855,766 Ordinary shares (being 10% of the
Company’s ability to continue as a going concern.
issued Ordinary share capital of the Company (excluding treasury
Independent Auditors
Following a recommendation by the Audit Committee to the
shares) in issue on 28 October 2019 (being the latest practicable
date prior to the publication of the Notice of Meeting)).
Board, resolutions to re-appoint PricewaterhouseCoopers LLP
The Directors intend to use these authorities to issue new shares
as Auditors and to authorise the Directors to determine their
only if they believe it is in the best interests of the Company and
remuneration will be proposed at the forthcoming AGM. The
is advantageous both to new investors and to the Company’s
Board considers that the Auditors remain independent and
existing Shareholders to do so. New shares will only be issued at
PricewaterhouseCoopers LLP, have expressed their willingness to
a price not less than the most recent published NAV per Ordinary
continue in office. For information relating to the effectiveness
share prior to such issue. Both authorities will expire at the
of the external audit process including information regarding the
conclusion of next year’s AGM or 15 months from the date of
full external tender of audit services which took place in 2016,
passing of the resolutions, whichever is earlier, unless revoked,
please see the Audit Committee Report on pages 38 and 39.
varied or renewed prior to that date.
Disclosure of information to Auditors
Authority to disapply pre-emption rights
In accordance with Section 418 of the Act, the Directors at the
If new Ordinary shares are to be allotted for cash or treasury
date of approval of this Report, as listed on page 24, confirm
shares are to be sold for cash, the Act requires such new shares
that:
(a) so far as each Director is aware, there is no relevant
audit information of which the Company’s Auditors are
unaware; and
(b) each Director has taken all the steps that they ought to
have taken as a Director in order to make themselves
aware of any relevant audit
information and to
establish that the Company’s Auditors are aware of that
information.
AGM
The AGM will be held on Wednesday, 11 December 2019 at
2.30pm at the offices of BNP Paribas Securities Services S.C.A., 10
Harewood Avenue, London NW1 6AA. Details of the business of
the Meeting are set out in the Notice of Meeting on pages 82 to
86, amongst which the Board is seeking Shareholders’ approval
of the following five resolutions.
Authority to allot shares
to be offered first to existing holders of Ordinary shares. This
entitlement is known as a “pre-emption right”. In certain
circumstances it is beneficial for the Directors to allot shares for
cash or treasury shares to be sold for cash otherwise than pro rata
to existing Shareholders and the Act provides for Shareholders to
give such power to the Directors by waiving their pre-emption
rights.
Therefore, resolution 13 will be proposed at the AGM which, if
passed, will give the Directors power to disapply the statutory
pre-emption rights of existing Shareholders in relation to the
issue of Ordinary shares for cash or the sale of Ordinary shares
for cash out of treasury up to an aggregate nominal amount of
£963,941.50 equivalent to 3,855,766 Ordinary shares (being 10%
of the Company’s existing issued Ordinary share capital (excluding
treasury shares) on 28 October 2019 (being the latest practicable
date prior to the publication of the Notice of Meeting)) such
Ordinary shares to be allotted or sold at a price not less than
the most recent published NAV per Ordinary share prior to such
In order to provide maximum flexibility, the Directors wish to seek
allotment or sale.
28
International Biotechnology Trust plc | Directors’ Report
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
This authority will expire at the conclusion of next year’s AGM or
During the year ended 31 August 2019, the Company re-issued
15 months from the date of passing of the resolution, whichever
850,000 shares from treasury at a premium to the prevailing
is earlier, unless revoked, varied or renewed prior to that date
NAV per share. The effect of these authorities is that shares will
provided that the Company shall be entitled to make offers or
be issued at a premium to NAV which should enhance NAV for
agreements before the expiry of such authority which would or
existing Shareholders.
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities pursuant to any
Share buybacks and treasury share authority
such offer or agreement as if this authority had not expired.
Shareholders approved authorities for the Company to
Resolution 14 is being proposed at the AGM in addition to
to 10% of the issued share capital may be retained in treasury for
resolution 13 which, if passed, will give Directors power to
potential re-issue at any time) at the AGM held on Wednesday,
repurchase up to 14.99% of its issued share capital (of which up
disapply the statutory pre-emption rights of existing Shareholders
12 December 2018.
in relation to the issue of Ordinary shares for cash or the sale
of Ordinary shares for cash out of treasury up to an aggregate
During the year ended 31 August 2019, the Company did not
nominal amount of £963,941.50 equivalent to 3,855,766
conduct any share buybacks. The Directors continue to believe
Ordinary shares (being 10% of the Company’s existing issued
it is in the best interests of the Company and its Shareholders to
Ordinary share capital (excluding treasury shares) on 28 October
have a general authority for the Company to buyback its shares
2019 (being the latest practicable date prior to the publication
in the market for cancellation or holding in treasury for potential
of the Notice of Meeting)) such Ordinary shares to be allotted or
subsequent re-issue. No shares held in treasury will be re-issued
sold at a price not less than the most recent published NAV per
at a discount wider than the discount prevailing at the time of
Ordinary share prior to such allotment or sale. This authority will
acquisition. The authority to hold shares in treasury is in addition
expire at the conclusion of next year’s AGM or 15 months from
to the power to buyback shares for immediate cancellation.
the date of passing of the resolution, whichever is earlier, unless
revoked, varied or renewed prior to that date provided that the
Accordingly, a special resolution to authorise the Company to
Company shall be entitled to make offers or agreements before
purchase up to 14.99% of the share capital in issue at the date
the expiry of such authority which would or might require equity
of this Report for cancellation or for holding in treasury (up to
securities to be allotted after such expiry and the Directors may
a maximum of 10% of the share capital in issue at the date of
allot equity securities pursuant to any such offer or agreement as
this Report) will be proposed at the forthcoming AGM. Purchases
if this authority had not expired.
will only be made if the Directors consider them to be for the
benefit of the Company and its Shareholders, taking into account
The Board is aware that when combined the authorities sought
relevant factors and circumstances at the time. The Company can
under resolutions 13 and 14 to dis-apply statutory pre-emption
confirm that purchases of Ordinary shares under the authority
rights amount to 20% of the Company’s issued Ordinary
will only be made in the market for cash at prices below the
Share capital is higher than the level recommended by best
prevailing NAV per share.
practice in accordance with The Investment Association Share
Capital Management Guidelines and the Pre-emption Group’s
Notice of General Meetings
Statement of Principles on Dis-applying Pre-emption Rights.
At last year’s AGM, a special resolution was passed allowing
However, the Board notes that the Prospectus Regulation allows
General Meetings of the Company to be called on a minimum
for issuance for up to 20% of the Company’s issued Ordinary
notice period as provided for in the Act. For meetings other than
Share capital without the need for a prospectus and therefore,
AGMs this is a period of 14 clear days. The Board believes that it
believes that the increased authority is justified and it would
should have the flexibility to convene General Meetings of the
be in the best interest of Shareholders to provide the extra
Company (other than AGMs) on 14 clear days’ notice. The Board
flexibility to issue further shares. The increased authority would
is therefore proposing a special resolution to approve 14 clear
avoid the additional delay and expense of a further Shareholder
days as the minimum period of notice for all General Meetings
resolution, which would be required, in the event that the initial
of the Company other than AGMs. The authority, if given, will
10% authority is granted and exhausted through the programme
be effective until the Company’s next AGM or until the expiry of
of tap issuance. Tap issuance is led by market demand and the
15 months from the date of the passing of the special resolution
Company’s issuance strategy is key to managing the premium,
(whichever is earlier) and will only be used where it is merited by
ensuring that Shareholders are not forced to pay an excessive
the purpose of the meeting.
premium in order to get invested.
International Biotechnology Trust plc | Directors’ Report
29
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
Recommendation
The Directors consider that passing the resolutions proposed at
the AGM will be in the best interests of Shareholders as a whole
and unanimously recommend that Shareholders vote in favour of
each of the resolutions as they intend to do so in respect of their
own beneficial holdings. The Board encourages your attendance
at the AGM.
CORPORATE GOVERNANCE
STATEMENT
Corporate governance
The Board is committed to high standards of corporate governance
and has implemented a framework for corporate governance
appropriate for an investment trust. The Board has considered the
principles and recommendations of the AIC Code of Corporate
Governance 2016 (AIC Code) by reference to the AIC Corporate
Governance Guide for Investment Companies (AIC Guide), both
of which can be found on the AIC website www.theaic.co.uk.
The AIC Code, as explained by the AIC Guide, addresses all the
principles set out in the UK Corporate Governance Code as well as
setting out additional principles and recommendations on issues
that are of specific relevance to the Company.
As an investment company most of the day-to-day responsibilities
are delegated to outside parties as the Company has no employees
and all the Directors are non-executive. Many of the provisions of
the UK Corporate Governance Code are not directly applicable
to the Company. The Board has determined that reporting
against the AIC Code provides the most appropriate information
to Shareholders, therefore the report on corporate governance
describes how the principles of the AIC Code have been applied.
Statement of compliance
The Board considers that, for the year under review each
Director, the Board and the Company have complied with the
recommendations of the AIC Code in so far as they apply to the
Company’s business and with the relevant provisions of the UK
Corporate Governance Code except as noted below:
As all Directors are non-executive Directors and day-to-
day management has been contracted to third parties the
Company does not have a separate role for a Chief Executive
from that of Chairman of the Board
As there are no executive Directors the provisions of the
UK Corporate Governance Code in respect of executive
directors’ remuneration are not relevant
The Company does not have an internal audit function as
it relies on the systems of control operated by third party
suppliers, in particular those of SV Health Managers LLP. The
Board monitors these systems of internal control to provide
assurance that they operate as intended
Application of the AIC Code’s principles
The Board considers that it has managed its affairs throughout
the year ended 31 August 2019 in compliance with the
recommendations of the AIC Code and observed the relevant
requirements throughout the year under review. Where non
compliance occurs, an explanation has been provided.
The AIC Code was updated in February 2019 and is applicable to
the Company with effect from 1 September 2019. Accordingly,
the Board intends to observe the principles and provisions set out
in the new AIC Code in the future and will report its compliance
against it in the Annual Report for the year ending 31 August
2020.
This Corporate Governance Statement, together with the
Management Report and Directors’ Responsibilities Statement
set out on page 40, indicate how the Company has complied with
the principles of good governance and meets internal control
requirements.
Role of the Chairman
The Chairman is responsible for leading the Board, ensuring its
effectiveness in all aspects of its role, and setting its agenda.
Role of the Board
The Board determines and monitors the Company’s investment
objective and policy, and considers its future strategic direction;
being collectively responsible for the long-term success of
the Company. A schedule of matters specifically reserved for
consideration and decision by the Board has been adopted.
The Board is responsible for presenting a fair, balanced and
understandable assessment of the Company’s position and,
where appropriate, future prospects
in Annual and Half
Yearly Financial Reports and other forms of public reporting.
It monitors and reviews the Shareholder base of the Company,
marketing and Shareholder communication strategies, and
evaluates the performance of all service providers, with input
from its Committees where appropriate. A procedure has been
adopted for Directors, in the furtherance of their duties, to
take independent professional advice at the expense of the
Company, where appropriate. The Directors have access to the
advice and services of the corporate Company Secretary through
30
International Biotechnology Trust plc | Directors’ Report
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
its appointed representative, who is responsible to the Board
for, inter alia, ensuring that Board procedures are followed and
that applicable rules and regulations are complied with. The
appointment and removal of the Company Secretary is a matter
for the whole Board.
Conflicts of interest
The Directors have declared any conflicts of interest to the
Company Secretary, who maintains the Register of Directors’
Conflicts of Interests. It is reviewed annually by the Board, and the
Directors advise the Company Secretary as soon as they become
aware of any new actual or potential conflicts of interests that
would need to be considered and approved by the disinterested
Directors.
Board composition
The Board currently consists of four non-executive Directors. The
biographical details of each Director, including his/her length of
service, are set out on page 24.
The Board is satisfied that it is of sufficient size, with an
appropriate balance of skills and experience, and that no
individual or group of individuals is, or has been, in a position to
dominate decision making.
The Board recognises the objectives of the Davies Report to
improve the performance of corporate boards by encouraging
the appointment of the best people from a range of differing
perspectives and backgrounds. However, it is not considered
appropriate to have set targets in relation to diversity.
The Board has set a policy on tenure that,
in normal
circumstances, Directors will retire at the AGM in their 10th year
of service. The Board is of the opinion that long service does
not necessarily compromise the independence or contribution of
Directors of investment trusts where continuity and experience
can significantly benefit a board, a view supported by the AIC.
Taking this policy into account, the Nomination Committee
carried out a process to agree a succession plan for future years.
In accordance with this plan, it is John Aston’s intention to retire
at the conclusion of the Annual General Meeting to be held in
December 2020. It is expected that, Veronique Bouchet will retire
shortly thereafter. A recruitment process has been initiated with
the aim of identifying potential candidates to succeed John
Aston and Veronique Bouchet. The Company has engaged Trust
Associate’s to assist with this process. Trust Associates has no
other connection with the Company.
Induction and training
When a Director is appointed, he or she receives a full, formal
and tailored induction, which is administered by the Company
Secretary. Directors are provided, on a regular basis, with key
information on the Board’s policies, regulatory requirements and
internal controls. Changes affecting Directors’ responsibilities are
advised to the Board as they arise and the Chairman regularly
reviews and agrees with each Director his or her training and
development needs. Other advisers to the Company also prepare
reports for the Board from time to time. In addition, Directors
attend ad-hoc seminars, conferences and other forums covering
issues and developments relevant to both the investment trust
and biotechnology industries.
Board evaluation
The Board has adopted an annual evaluation of its own
performance and that of its Committees and individual Directors
using a questionnaire as the basis for this formal and rigorous
annual evaluation. Each Director is requested to complete the
questionnaire before the Chairman holds individual meetings
with each Director. Evaluation takes place in two stages. First,
the evaluation of individual Directors is led by the Chairman
and the evaluation of the Chairman’s performance is led by the
Senior Independent Director. Secondly, the Board evaluates its
own performance and that of its Committees.
The Board evaluation considers attendance, the balance of
skills, experience, independence and knowledge of the Board,
its diversity (including gender), how the Board works together
as a unit, and other factors relevant to its effectiveness
including the Board’s ability to challenge the Fund Manager’s
recommendations.
Directors who have served for more than six years are subject
to a more rigorous performance review. The Chairman uses
the feedback from the discussion to make recommendations
to improve performance where necessary. The Board considers
annually, in the absence of the Chairman, matters pertaining
to his performance. It was concluded that the performance of
the Directors, including the Chairman, was satisfactory in all
areas and they were confident in their ability to make effective
contributions and to demonstrate commitment to their roles.
Meetings and attendance
The Board meets at least five times each year. Additional
Meetings are arranged as required and regular contact between
the Directors, the Fund Manager and the Company Secretary is
International Biotechnology Trust plc | Directors’ Report
31
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
maintained throughout the year. Representatives of the Fund Manager and the Company Secretary attend each Meeting and other
advisers also attend when requested to do so by the Board.
A schedule of Directors’ attendance at Board and Committee Meetings is set out below.
Total
John Aston
Véronique Bouchet
Jim Horsburgh
Caroline Gulliver
Board
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
6
6
6
6
6
3
3
3
3
3
3
3
3
3
3
1
1
1
1
1
In addition, the Board met twice to discuss strategic matters
separate from normal agenda matters. The matters covered
included marketing initiatives, fund raising strategy, dividend
policy and succession planning and parts of the Meetings were
attended by external advisers.
The Board is satisfied that each of the Chairman and the non-
executive Directors commit sufficient time to the affairs of the
Company to fulfil his or her duties as Directors.
Information flows
including identifying and nominating to the Board new Directors
and proposing that existing Directors be re-elected.
Before considering new appointments the Nomination Committee
evaluates the balance of skills, experience, independence, and
knowledge of the Board, and, in light of this evaluation, prepares
a description of the roles and capabilities required for particular
appointments. Directors’ independence and diversity of the Board
(including gender) is also considered. Newly appointed Directors
are then assessed using the aforementioned criteria.
The Chairman ensures that all Directors receive, in a timely
manner,
relevant management,
regulatory and financial
information and are provided, on a regular basis, with key
information on the Company’s policies, regulatory requirements
On those occasions when the Committee is reviewing the
Chairman, or considering his successor, the Nomination Committee
is chaired by the Senior Independent Director or, in her absence,
another Committee Member and the Chairman abstains from
and internal controls. The Board receives and considers reports
discussions in this regard.
regularly from the Fund Manager, the Company Secretary and
other key advisers. Ad-hoc reports and information are supplied
Management Engagement Committee
to the Board as required.
Committees
The Board has delegated certain responsibilities and functions
to three Board Committees, all of which operate under written
terms of reference. Copies of the terms of reference for the Board
Committees have been published on the Company’s website.
Committee Membership is detailed on page 24.
The Chairman of the Board acts as Chairman to the Management
Engagement Committee which met once during the year ended 31
August 2019 and intends to meet annually in the future to review
matters relating to the performance of the Company’s third party
service providers, including the Fund Manager, and to review
the terms of their contractual arrangements with the Company,
ensuring their continued competitiveness for Shareholders.
Relations with Shareholders
Nomination Committee
The Chairman of the Board acts as Chairman to the Nomination
Committee which met three times during the year ended
31 August 2019 and intends to meet at least annually in the
future. The function of the Committee is to consider and make
recommendations to the Board on its composition and balance,
The Board receives feedback on the views of Shareholders from
its corporate broker and the Fund Manager, both of whom are
regularly in touch with the larger Shareholders. The Chairman,
the Senior Independent Director and other Directors where
appropriate, discuss governance and strategy with major
Shareholders and the Chairman ensures the communication of
32
International Biotechnology Trust plc | Directors’ Report
ANNUAL REPORT31 August 2019 DIRECTORS’ REPORT
(Incorporating the Corporate Governance Statement)
Shareholders’ views to the Board.
manage these risks are relevant to the Company’s business as an
investment trust. The ongoing risk assessment, which has been
The Board believes that the AGM provides an appropriate forum
in place throughout the financial year and up to the date of
for investors to communicate with the Board, and encourages
this Report, includes consideration of the scope and quality of
Shareholder participation. The AGM is typically attended by the
the systems of internal control. This includes ensuring regular
full Board of Directors and proceedings include a presentation by
communication of the results of monitoring by third parties
the Investment Manager. There is an opportunity for individual
to the Board, the incidence of significant control failings or
Shareholders to question the Chairman of the Board and the
weaknesses that have been identified at any time and the
Chairman of each Board Committee at the AGM. Details of proxy
extent to which they have resulted in unforeseen outcomes or
votes received in respect of each resolution are made available to
contingencies that may have a material impact on the Company’s
Shareholders at the Meeting and are published on the Company’s
performance or condition. There were no significant control
website following the Meeting.
failings or weaknesses identified during the course of the year
UK Stewardship Code
and up to the date of this Report.
The UK Stewardship Code published in July 2012 aims to enhance
Although the Board believes that it has robust systems of internal
the quality of engagement between institutional investors and
control in place this can provide only reasonable and not absolute
companies to help improve long-term returns to Shareholders
assurance against material financial misstatement or loss and
and the efficient exercise of governance responsibilities.
is designed to manage, not eliminate, risk. The Company does
not have an internal audit function or a whistleblowing policy
The Company has delegated to SV Health Managers LLP the day-
as it employs no staff and delegates to third parties most of
to-day operations of this, full details of which can be found on
its operations. By the procedures set out above, the Board will
the website: www.ibtplc.com.
Accountability and audit
The Management Report and Directors’ Responsibilities
Statement in respect of the Financial Statements are on page
40 and a statement of going concern is set out in the Directors’
Report on page 27 The Independent Auditors’ Report can be
found on pages 41 to 47 and the Audit Committee report on
pages 38 and 39.
Internal control
The AIC Code requires the Board to conduct at least annually
a review of the adequacy of the Company’s systems of internal
control and report to Shareholders that it has done so. The Board
has reviewed a detailed Risk Map identifying significant strategic,
investment-related, operational and tax, legal and regulatory
risks. It has adopted a monitoring system to ensure that risk
management and all aspects of internal control are considered
on a regular basis, and fully reviewed at least annually. The Board
is satisfied that these tools permit it to review the effectiveness
of the Company’s internal controls and on that basis confirms
that it has reviewed the effectiveness of the Company’s risk
management and internal control systems for the year under
review, taking into account all matters leading up to the date of
the approval of the Financial Statements.
The Board believes that the key risks identified and the
implementation of an ongoing system to identify, evaluate and
continue to monitor its system of internal control in accordance
with the FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting and will continue
to take steps to embed the system of internal control and risk
management into the operations of the Company. In doing so,
the Audit Committee will review at least annually whether a
function equivalent to an internal audit is needed. During the
course of its review of the systems of internal control, the Board
has not identified nor has it been advised of any findings or
weakness which it has determined to be significant.
Anti-bribery policy and Criminal Finances Act 2017
The Company is committed to the practice of responsible
behaviour and to complying with all laws, regulations and
other requirements which govern the conduct of its activity. The
Company is fully committed to instilling a strong anti-corruption
culture and complying with anti-bribery legislation including,
but not limited to, the Bribery Act 2014. Further, the Company
has adopted a zero tolerance approach to tax evasion and is
committed to compliance with anti-tax evasion legislation,
including but not limited to, the Criminal Finances Act 2017.
On behalf of the Board
INTERNATIONAL BIOTECHNOLOGY TRUST PLC
JOHN ASTON OBE | Chairman
28 October 2019
International Biotechnology Trust plc | Directors’ Report
33
ANNUAL REPORT31 August 2019
REPORT ON DIRECTORS’ REMUNERATION
Introduction
This Report is submitted in accordance with Sections 420 to 422
of the Act and it also meets the relevant Listing Rules of the FCA
and describes how the Board has applied the principles relating
to Directors’ remuneration.
The Company’s Auditors are required to report on certain
information contained within this Report. Where information set
out below has been audited, it is indicated as such. The Auditors’
opinion is included within the Independent Auditors’ Report on
pages 41 to 47.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with
by the Board. A separate remuneration committee has not been
The Chairman meets with each Director before he or she is proposed
for re-election and, subject to the performance evaluation carried
out each year, the Board agrees whether it is appropriate for such
Director to seek an re-election. When recommending whether an
individual Director should seek re-election, the Board will take
into account the ongoing recommendations of the AIC Code,
including the need to refresh the Board and its Committees.
The component parts of the Directors’ Remuneration are set out
in the table below:
Component parts of the Directors’ remuneration
Year ended
31 August 2019
Year ended
31 August 2018
appointed.
Chairman’s base fee
£42,500
£42,500
The Company’s Articles of Association limit the aggregate fees
payable to Directors to £250,000 per annum. Subject to this limit,
it is the Company’s policy to determine the level of Directors’
fees having regard to the level of fees payable to non-executive
directors in the industry, the role that individual Directors fulfil
in respect of Board and Committee responsibilities and time
committed to the Company’s affairs in order to promote the long-
term success of the Company. Fees payable to Directors should be
sufficient to motivate and retain candidates of a high calibre to
deliver the Company’s investment objectives. No element of the
Directors’ remuneration is performance-related.
The Board considers any comments received from Shareholders on
Non-executive Director base fee
£28,000
£28,000
Additional fee for the Chair of
the Audit Committee
£4,500
£4,500
Additional fee for the Senior
Independent Director
£2,000
£2,000
1.
The Company’s policy is for the Chairman of the Board, the
Chair of the Audit Committee and the Senior Independent
Director to be paid higher fees to reflect their more
onerous roles.
2. Directors’ fees are paid up to the date of termination of
their appointment, with no exit payments or compensation
the remuneration policy on an ongoing basis and if appropriate,
for loss of office payments applicable.
takes these into consideration when reviewing remuneration.
All Directors have a Letter of Appointment with the Company.
The Letters of Appointment are available for inspection at the
Company’s Registered Office during normal business hours and
at the location of the AGM for at least 15 minutes prior to and
during the Meeting. Directors do not have service contracts with
the Company and no compensation is payable to Directors on
leaving office. It is the intention of the Board that this policy will
continue to apply in the forthcoming and subsequent financial
years.
3. As the Company has no employees, there are no comparisons
to be made between this Directors’ Remuneration Policy
and a policy on the remuneration of employees.
4. Directors’ are entitled to claim expenses in respect of
duties undertaken in connection with the management of
5.
6.
7.
the Company.
Fees are paid quarterly in arrears.
Fees are reviewed on an annual basis.
The Company retains the flexibility to pay additional one
off fees to Directors should they be required to undertake
additional work in order to deliver time consuming projects
All Directors are appointed for an initial term covering the period
in the Shareholders’ interests.
from the date of their appointment until the first AGM, thereafter
they are required to retire by rotation at least every three years in
accordance with the Company’s Articles of Association.
34
International Biotechnology Trust plc | Report on Directors’ Remuneration
ANNUAL REPORT31 August 2019 REPORT ON DIRECTORS’ REMUNERATION
Annual report on Directors’ remuneration
This Report sets out how the Directors’ Remuneration Policy was
implemented during the year ended 31 August 2019.
Directors’ fees are reviewed annually by the Board and, following
the last review in July 2019, it was agreed that Directors’ fees
would remain unchanged.
Previous changes to Directors’ remuneration were made in 2012
and 2016 and the additional fee for the Senior Independent
Director was introduced with effect from 1 September 2017.
These adjustments to Directors’ fees have been at rates below
general inflation levels.
The amounts, set out in the following table, were paid by the
Company to the Directors for services in respect of the year
ended 31 August 2019 and the previous financial year.
Single total figure of remuneration for each Director (audited)
The Directors who served during the year under review received the following emoluments:
Remuneration for Qualifying Services
Total Fees ***
Year ended 31 August 2019
£
Total Fees***
Year ended 31 August 2018
£
John Aston (Chairman) *
Véronique Bouchet
Alan Clifton **
Jim Horsburgh
Caroline Gulliver
Total
42,500
30,000
-
28,000
32,500
133,000
38,506
30,000
12,022
28,000
32,500
141,028
There were no taxable benefits claimed during the years ended 31 August 2019 or 31 August 2018.
* John Aston replaced Alan Clifton as Chairman of the Board on 12 December 2017. ** Retired from Board on 12 December 2017.
*** No aspect of the Directors’ remuneration, past or present, is performance-related in light of the Director’ non-executive status. As a result, no Director is
entitled to any bonuses, benefit in kind, share options, long-term incentives, pension or other retirement benefit. The Directors are entitled to reimbursement
of all reasonable and properly documented expenses incurred in performing their duties.
Consideration of matters relating to Directors’ remuneration
Expenditure by the Company on Directors’ remuneration
The Board as a whole reviewed the level of fees paid to Directors
compared with distributions to Shareholders
during the year and no Director was responsible for setting their
The table below compares the remuneration paid to Directors
own remuneration. No external advice was sought in considering
and distributions to Shareholders by way of share buybacks and
the level of Directors’ fees. However, the Company Secretary
dividends for the year under review and the prior financial year.
provided an analysis of fees payable to other investment
trust companies with comparable investment objectives, of a
similar size and also self-managed trusts which was taken into
consideration.
Directors
Aggregate spend on Directors’ fees *
2019
£’000
133
2018
£’000
141
Distributions to Shareholders – share buybacks and dividends
10,616
10,138
* As the Company has no employees the total spend on remuneration comprises solely Directors’ fees.
% change
compared to
previous year
-5.67
+4.72
International Biotechnology Trust plc | Report on Directors’ Remuneration
35
ANNUAL REPORT31 August 2019 REPORT ON DIRECTORS’ REMUNERATION
Directors’ beneficial and family interests (audited)
Directors
John Aston
Véronique Bouchet
Caroline Gulliver
Jim Horsburgh
Ordinary shares of 25p each
as at 31 August 2019
Ordinary shares of 25p each
as at 31 August 2018
10,000
8,066
5,000
15,000
10,000
7,761
5,000
15,000
There have been no changes in the above holdings between the year end and the date of this Report. No Director has any material interest
in any contract that is significant to the Company’s business.
Neither the Company’s Articles of Association nor the Directors’ Letters of Appointment require any Director to own shares in the Company.
Performance graph
The performance graph below charts the cumulative share price total return to Shareholders since 31 August 2009 compared to that of a
broad equity market index. The FTSE All-Share Index has been used for this purpose as the NBI has a lack of diversity within its constituents.
A graph showing the Company’s share price total return, compared with the FTSE All-Share Index Total Return, over the last ten years, is
shown below. The data have been rebased to 100 at 31 August 2009 (the start of the period covered by the graph).
Share Price/FTSE All-Share Index Performance (%)
600
550
500
450
400
350
300
250
200
150
100
Aug-09 Aug-10 Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-18 Aug-19
Share Price Total Return
FTSE All-Share Total Return
Source: Share Price Total Return from Morningstar. FTSE All-Share Total
Return from Thomson Datastream. (data rebased to 100 at 31 August 2009)
36
International Biotechnology Trust plc | Report on Directors’ Remuneration
ANNUAL REPORT31 August 2019 REPORT ON DIRECTORS’ REMUNERATION
Statement of implementation of Directors’
remuneration policy
The Board does not envisage that there will be any significant
changes to the implementation of the Directors’ Remuneration
Policy during the current financial year compared to how it was
implemented during the year ended 31 August 2019.
Annual statement
On behalf of the Board and in accordance with Part 2 of Schedule 8
of the Large and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulation 2013, I, as Chairman
of the Board, confirm that the above Directors’ Remuneration
Annual Report summarises, as applicable, for the year ended 31
August 2019:
(a)
(b)
the major decisions on Directors’ remuneration;
any
substantial
changes
relating
to Directors’
remuneration made during the year; and
(c)
the context in which those changes occurred and
decisions taken.
Shareholder approval
Shareholders will be asked to approve the Annual Report on
Directors’ Remuneration annually by an advisory vote and
an ordinary resolution to approve the Report will be put to
Shareholders at the forthcoming AGM. In addition, Shareholders
will be asked to approve the Directors’ Remuneration Policy,
which is subject to a binding Shareholder vote, on a three-yearly
basis. Any changes to this policy would also require Shareholder
approval.
The Directors’ Remuneration Policy was last approved at the
AGM held on 12 December 2017 and accordingly, an ordinary
resolution will be put to Shareholders at the AGM to be held in
2020, unless the Directors choose to amend the policy, at which
time it would be resubmitted to Shareholders for approval.
At the AGM held on 12 December 2017, votes cast (including the
votes cast at the Chairman’s discretion) in respect of the Directors’
Remuneration Policy were 15,833,662 (99.86%) in favour, 21,645
(0.14%) against and 20,631 votes withheld.
At the AGM held on 12 December 2018, votes cast (including the
votes cast at the Chairman’s discretion) in respect of the Annual
Report on Directors’ Remuneration were 11,962,641 (99.90%) in
favour, 12,567 (0.10%) against and 13,494 votes withheld.
Recommendation
The Board considers the resolution to be proposed at the
forthcoming AGM in the best interests of the Company and
Shareholders as a whole. Accordingly, the Directors unanimously
recommend to Shareholders that they vote in favour of the
resolution, as they intend to do so in respect of their own
beneficial holdings.
On behalf of the Board
JOHN ASTON OBE | Chairman
28 October 2019
International Biotechnology Trust plc | Report on Directors’ Remuneration
37
37
ANNUAL REPORT31 August 2019 ANNUAL
REPORT
31 August 2019
AUDIT COMMITTEE REPORT
Composition and meetings of the Audit
Committee
The Audit Committee is chaired by Caroline Gulliver. The
other Members comprise all the Directors, namely John Aston,
Véronique Bouchet and Jim Horsburgh. All Members of the
Committee are independent and have competence relevant
to the sector as a result of their current or recent employment
in the financial services and other industries. As the Chairman
of the Committee, Caroline Gulliver has relevant and recent
financial experience in financial services as a Chartered
Accountant with a background in the provision of audit
Reviewing the internal control systems and the risks to
which the Company is exposed
Making recommendations to the Board whether
the Company’s Annual Report, taken as a whole,
is fair, balanced and understandable and provides
Shareholders with the information they need to assess
the Company’s business model, strategy, position and
performance
Making recommendations to the Board regarding
the appointment of the external Auditors, their
independence and the objectivity and effectiveness of
and advisory services to the asset management industry,
the audit process
with a particular focus on investment trusts. John Aston is
Monitoring any non-audit services being provided to
also a Chartered Accountant. Jim Horsburgh has spent his
the Company by its external Auditors
career working for a number of leading financial institutions
and Véronique Bouchet has extensive experience working
Effectiveness of the external audit process
in the healthcare sector across several therapeutic areas
The Audit Committee annually reviews the performance
and functions. The biographies of each of the Committee
of PricewaterhouseCoopers LLP, the Company’s external
Members are shown on page 24.
Auditors and discusses their effectiveness with representatives
of the Fund Manager, who work closely with the Auditors
The Audit Committee met three times during the year ended
during the Annual Audit process. As part of this review, the
31 August 2019 and reported its findings to the Board on the
Audit Committee takes into consideration the qualifications,
matters described below after each Meeting. The Company’s
expertise and resources, and independence of the external
Auditors are invited to attend Meetings as necessary as well
Auditors and the effectiveness of the external audit process,
as representatives of the Fund Manager.
The role of the Committee
which includes a report from the external auditor on their own
internal quality procedures. The Auditors attend the Audit
Committee Meeting at which the Annual Report is considered
The Audit Committee operates under written Terms of
in order to present their report and have the opportunity to
Reference which are reviewed annually and are available
meet privately with the Audit Committee Members without
on the Company’s website. The process in respect of the
representatives of the Fund Manager present. The Auditors
evaluation of the Audit Committee’s performance is disclosed
are required to rotate the audit partner every five years and
on page 31.
rotation took place last year and Mr Christopher Meyrick
is the assigned audit partner overseeing the audit for the
The Audit Committee provides a forum through which the
second year.
Company’s external Auditors report to the Board. The main
responsibilities of the Audit Committee include:
Monitoring the integrity of the Company’s Annual
and Half Yearly Reports and appropriateness of its
accounting policies
Details of the amounts paid to the external Auditors during
the financial year under review, for their audit services, are
set out in note 5 to the Financial Statements on page 57. The
Audit Committee annually monitors the non-audit services
provided to the Company and has developed a formal policy
38
38
International Biotechnology Trust plc | Audit Committee Report
ANNUAL REPORT31 August 2019
31 August 2019
ANNUAL
REPORT
AUDIT COMMITTEE REPORT
to ensure that such services do not impair the independence
years. PricewaterhouseCoopers LLP was initially appointed
or objectivity of the Auditors. No non-audit services were
in 2007 and accordingly, the Company conducted a tender
provided during the year under review. Following their
of audit services in 2016 in respect of the audit for the
review, the Audit Committee remains satisfied with the
year ended 31 August 2017. Following recommendation
effectiveness of the audit provided and that the Auditors
by the Audit Committee, the Board decided to retain
remain independent.
Audit Tender and re-appointment of the
Auditors
PricewaterhouseCoopers LLP as Auditors for the Company,
as permitted by the EU Audit Directive. Following a review
of the Auditors performance, as described above, the Audit
Committee recommends the re-appointment of the Auditors
The EU Audit Directive requires companies to tender audit
services once every 10 years and change Auditors every 20
at the forthcoming AGM.
Significant issues considered with respect to the Annual Report
ISSUE CONSIDERED
HOW THE ISSUE WAS ADDRESSED
Accuracy and integrity of the Financial
Statements
Review of the Audit Plan. Consideration of draft Annual Report and Half
Yearly Report, including a review of the appropriateness of the accounting
policies and regulatory developments during the year.
Valuation and existence of investments and
gains and losses from those investments
Consideration and review of valuation processes and methodology at SV
Health Managers LLP and HSBC Bank plc to establish the existence of and
the accuracy and completeness over the valuations being recommended
for approval to the Board.
Review of internal control system and risks
Review of risk map, compliance against the AIC Code, compliance with
Section 1158 CTA and all policies and procedures in place.
Performance Fee
Review of the accuracy of the calculation and completeness of disclosure.
Conclusions with respect to the Annual Report
The production and the external audit of the Company’s
balanced and understandable and provides the information
Annual Report is an intricate process, involving a number
necessary for Shareholders to assess the Company’s position
of parties. The Audit Committee has reviewed the internal
and performance, business model and strategy and has
controls in place at each of the third party service providers
reported these findings to the Board. The Board’s conclusions
in order to gain comfort over the accuracy of the Company’s
in this respect are set out on page 40.
financial records. Having received the Auditors report on the
results of the Annual audit and having taken all available
The Board was made fully aware of any significant financial
information into consideration and having discussed the
reporting issues and judgements made in connection with the
content of the Annual Report with the AIFM, Fund Manager,
preparation of the Financial Statements.
Company Secretary and other third party service providers,
the Audit Committee has concluded that the Annual Report
for the year ended 31 August 2019, taken as a whole is fair,
CAROLINE GULLIVER | Chairman of the Audit Committee
28 October 2019
International Biotechnology Trust plc | Audit Committee Report
39
39
ANNUAL REPORT31 August 2019
MANAGEMENT REPORT AND DIRECTORS’
RESPONSIBILITIES STATEMENT
Management report
Listed companies are required by the FCA’s Disclosure Guidance
and Transparency Rules (the Rules) to include a management
report in their Financial Statements. The information required
to be included in the management report for the purposes of
the Rules is included in the Strategic Report on pages 11 to
22 inclusive (together with the sections of the Annual Report
incorporated by reference) and the Directors’ Report on pages
25 to 33. Therefore, a separate management report has not been
included.
The Annual Report is published on the following website: www.
ibtplc.com which is a website maintained by SV Health Managers
LLP. The maintenance and integrity of the website is, so far as it
relates to the Company, the responsibility of SV Health Managers
LLP. The work carried out by the Auditors does not involve
consideration of the maintenance and integrity of this website
and accordingly, the Auditors accept no responsibility for any
changes that have occurred to the Annual Report since it was
initially presented on the website. Visitors to the website need to
be aware that legislation in the UK governing the preparation and
dissemination of the Annual Report may differ from legislation in
Directors’ responsibilities statement
their home jurisdiction.
The Directors are responsible for preparing the Annual Report,
the Report on Directors’ Remuneration and the Financial
Statements in accordance with applicable law and regulations.
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
International Financial Reporting Standards (IFRS) as adopted by
the European Union (EU). Under company law the 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 these Financial Statements, the Directors are
required to:
Select suitable accounting policies and then apply them
consistently
Make judgements and accounting estimates that are
reasonable and prudent
State whether applicable IFRS as adopted by the EU have
been followed, subject to any material departures disclosed
and explained in the Financial Statements
Prepare Financial Statements on the going concern basis
unless it is inappropriate to presume the Company will
continue in business
Having taken advice from the Audit Committee, the Directors
consider that the Annual Report, taken as a whole, is fair,
balanced and understandable and provides information necessary
for Shareholders to assess the Company’s position, performance,
business model and strategy.
Pursuant to Rule 4.1.12 of the Rules, each of the Directors, whose
names and functions are listed on page 24 of this Report, confirms
that, to the best of his or her knowledge:
The Financial Statements, which have been prepared in
accordance with IFRS as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and
profit of the Company
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
As outlined on page 27 of this Report, the Directors have
undertaken all necessary reviews to provide a going concern
recommendation.
On behalf of the Board
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
JOHN ASTON OBE | Chairman
28 October 2019
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 Report on Directors’
Remuneration comply with the Act. They 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.
40
International Biotechnology Trust plc | Management Report and Directors’ Responsibilities Statement
ANNUAL REPORT31 August 2019 INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
Report on the audit of the financial statements
Opinion
In our opinion, International Biotechnology Trust plc’s financial
statements:
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
give a true and fair view of the state of the Company’s
Auditors’ responsibilities for the audit of the financial statements
affairs as at 31 August 2019 and of its loss and cash flows
section of our report. We believe that the audit evidence we have
for the year then ended;
obtained is sufficient and appropriate to provide a basis for our
have been properly prepared
in accordance with
opinion.
International Financial Reporting Standards (IFRSs) as
adopted by the European Union; and
Independence
have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report, which comprise: the Balance Sheet as at 31
We remained independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with
August 2019; the Statement of Comprehensive Income, the Cash
these requirements.
Flow Statement, the Statement of Changes in Equity for the year
then ended; and the notes to the financial statements, which
include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were not
provided to the Company.
We have provided no non-audit services to the Company in the
period from 1 September 2018 to 31 August 2019.
Our audit approach
OVERVIEW
Materiality
Overall materiality: £2.3m (2018: £2.6m), based on 1% of net assets.
Audit scope
The Company is a standalone Investment Trust Company and engages SV Health Managers LLP (the
Manager) to manage its assets.
We conducted our audit of the Financial Statements using information from HSBC Bank plc (the
Administrator) to whom the Manager has, with the consent of the Directors, delegated the
provision of certain administrative functions.
We tailored the scope of our audit taking into account the types of investments within the Company,
the involvement of the third parties referred to above, the accounting processes and controls, and
the industry in which the Company operates.
We obtained an understanding of the control environment in place at both the Manager and the
Administrator, and adopted a fully substantive testing approach using reports obtained from the
Administrator.
Key audit matters
Valuation and existence of unquoted investments.
Valuation and existence of quoted investments.
Performance fees.
Ability to continue as a going concern
International Biotechnology Trust plc | Independent Auditors’ Report
41
ANNUAL REPORT31 August 2019 INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
Capability of the audit in detecting irregularities,
including fraud
appropriateness of the methodology and key inputs used in
the valuation of the unquoted investments;
Reviewing relevant meeting minutes, including those of the
Audit Committee;
Assessment of the Company’s compliance with the
requirements of section 1158 of the Corporation Tax Act
2010, including recalculation of numerical aspects of the
eligibility conditions; and
Designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing of
Based on our understanding of the Company and industry, we
expenses.
identified that the principal risks of non-compliance with laws
and regulations related to breaches of section 1158 of the
Corporation Tax Act 2010 and the UK and European regulatory
principles, such as those governed by the Financial Conduct
Authority (see page 21 of the Annual Report), and we considered
the extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws and
regulations that have a direct impact on the preparation of the
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of
it. Also, the risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
financial statements such as the Companies Act 2006 and Chapter
collusion.
15 of the UK Listing Rules applicable to Closed-Ended Investment
Funds. We evaluated management’s incentives and opportunities
Key audit matters
for fraudulent manipulation of the financial statements
Key audit matters are those matters that, in the auditors’
(including the risk of override of controls), and determined
professional judgement, were of most significance in the audit
that the principal risks were related to posting inappropriate
of the financial statements of the current period and include the
journal entries to increase revenue or to overstate the value of
most significant assessed risks of material misstatement (whether
investments and increase the net asset value of the Company.
or not due to fraud) identified by the auditors, including those
Audit procedures performed by the engagement team included:
which had the greatest effect on: the overall audit strategy; the
Discussions with the Directors and the Manager, including
consideration of known or suspected instances of non-
compliance with laws and regulations and fraud, and
review of the reports made by management;
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
Discuss with and challenge the Manager as to the
separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation and existence of unquoted investments
Refer to page 39 (Audit Committee
Report), page 53
(Accounting
Policies) and page 60 (notes).
We understood and evaluated the valuation methodology applied, by reference to
industry practice, and tested the techniques used by the Manager in determining the fair
value of unquoted investments. Our testing included:
The
investment portfolio at 31
August 2019 included unquoted
investments.
assessing, for a selection of investments, the appropriateness of the valuation models
used and also testing the inputs either through validation to appropriate third
party sources, or where relevant, assessing the reasonableness of assumptions and
estimates used;
comparing valuations based on recent transactions; and
comparing recent investments made in investee companies where there was a
significant new investor.
42
International Biotechnology Trust plc | Independent Auditors’ Report
ANNUAL REPORT31 August 2019 INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation and existence of unquoted investments
financial
and
We focused on the valuation
and existence of the unquoted
investments as these investments
represented a material balance
statements
in
the
valuation
(£35.1m)
requires estimates and significant
judgements to be applied by the
Manager such that changes to key
inputs to the estimates and/or the
judgements made can result in a
material change to the valuation of
unquoted investments.
the
We also read the meeting minutes where the valuations of the unquoted investments were
discussed and agreed. This, together with the work outlined above and our knowledge of
the investee entities, IFRS, the AIC SORP and the International Private Equity and Venture
Capital Valuation guidelines, enabled us to discuss with and challenge the Manager as to
the appropriateness of the methodology, key inputs used and the valuations themselves.
We found that the Manager’s valuations of unquoted investments were materially
consistent with the International Private Equity and Venture Capital Valuation guidelines
and that the assumptions used to derive the valuations within the financial statements
were reasonable based on the investee’s circumstances or consistent with appropriate
third party sources.
We tested the existence of the unquoted investment portfolio by agreeing a sample of
the holdings to an independently obtained custodian confirmation.
No material misstatements were identified from this testing.
Valuation and existence of quoted investments
Refer to page 39 (Audit Committee
Report), page 53
(Accounting
Policies) and page 60 (notes).
The investment portfolio at the
compromised quoted
year-end
equity
valued at
£202.2m.
investments
We focused on the valuation and
existence of quoted investments
because investments represent the
principal element of the net asset
value as disclosed on the Balance
Sheet.
Performance fees
Refer to page 39 (Audit Committee
Report), page 52
(Accounting
Policies) and page 57 (notes).
A performance fee is payable to the
Manager for the year of £970k. We
focused on this area because the
performance fee is calculated using
a complex methodology as set out
in the Investment Management
Agreement between the Company
and the Manager.
We tested the valuation of all quoted equity investments by agreeing the prices used in
the valuation to independent third party sources.
We tested the existence of the investment portfolio by agreeing the holdings of all quoted
investments to an independently obtained custodian confirmation.
No material misstatements were identified from this testing
We tested the performance fee to agree whether it is calculated in accordance with the
methodology set out in the Investment Management Agreement and agreed the inputs
to the calculation, including the benchmark data, to independent third party sources,
where applicable.
We tested the allocation of the performance fee wholly to capital in the Income Statement
with reference to the accounting policy as set out on page 52. We found that the allocation
of the performance fee was consistent with the accounting policy.
No material misstatements were identified from this testing.
International Biotechnology Trust plc | Independent Auditors’ Report
43
ANNUAL REPORT31 August 2019
INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
Ability to continue as a going concern
Refer to the Going Concern section
on pages 27 and 28, the Viability
Statement on page 21 and the
Basis of Preparation in the Notes
to the Financial Statements on
page 52.
A continuation vote is due to take
place at the next Annual General
Meeting on
11th December
2019 which, if passed, will allow
the Company to continue as an
investment trust for a further
two years. As such the Directors
have considered and assessed the
potential impact on the ability
of the Company to continue as a
going concern.
We reviewed the Directors’ assessment of going concern in relation to the passing of the
continuation vote.
We also assessed the appropriateness of preparing the financial statements on a going
concern basis taking into consideration the continuation vote.
We challenged the Directors on their assessment which includes but is not limited to the
following in support of the vote:
the shareholder register is stable, comprising a wide range of private wealth
managers and retail investors;
whilst current year performance is negative with a share price annual return of -2.1%
the company has a positive long term performance track record; and
the previous continuation vote in 2017 passed with no significant votes against.
Our findings in respect of going concern are set out in the “Going Concern” section below.
How we tailored the audit scope
Materiality
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Company, the accounting processes and controls, and the industry
in which it operates.
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us
to determine the scope of our audit and the nature, timing
and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall materiality
£2.3m (2018: £2.6m).
How we determined it
1% of net assets.
Rationale for benchmark applied
We applied this benchmark, which is a generally accepted auditing practice for investment
trust audits.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £115,000
(2018: £131,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
44
International Biotechnology Trust plc | Independent Auditors’ Report
ANNUAL REPORT31 August 2019 INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
Going concern
In accordance with ISAs (UK) we report as follows:
Reporting obligation
Outcome
We are required to report if we have anything material to add
or draw attention to in respect of the Directors’ statement
in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis
of accounting in preparing the financial statements and
the Directors’ identification of any material uncertainties to
the Company’s ability to continue as a going concern over a
period of at least twelve months from the date of approval
of the financial statements.
We have nothing material to add or to draw attention to.
However, because not all future events or conditions can
be predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern. For
example, the terms on which the United Kingdom may
withdraw from the European Union are not clear, and it is
difficult to evaluate all of the potential implications on the
Company’s business and the wider economy.
We are required to report if the Directors’ statement relating
to Going Concern in accordance with Listing Rule 9.8.6R(3) is
materially inconsistent with our knowledge obtained in the
audit.
We have nothing to report.
Reporting on other information
The other information comprises all of the information in the
statements or a material misstatement of the other information.
Annual Report other than the financial statements and our
If, based on the work we have performed, we conclude that
auditors’ report thereon. The Directors are responsible for the
there is a material misstatement of this other information, we
other information. Our opinion on the financial statements
are required to report that fact. We have nothing to report based
does not cover the other information and, accordingly, we do
on these responsibilities.
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
With respect to the Strategic Report and Directors’ Report, we
also considered whether the disclosures required by the UK
In connection with our audit of the financial statements, our
Companies Act 2006 have been included.
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
Based on the responsibilities described above and our work
with the financial statements or our knowledge obtained in
undertaken in the course of the audit, the Companies Act 2006
the audit, or otherwise appears to be materially misstated.
(CA06), ISAs (UK) and the Listing Rules of the Financial Conduct
If we identify an apparent material inconsistency or material
Authority (FCA) require us also to report certain opinions
misstatement, we are required to perform procedures to conclude
and matters as described below (required by ISAs (UK) unless
whether there is a material misstatement of the financial
otherwise stated).
Strategic Report and Directors’ Report
IIn our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 August 2019 is consistent with the financial statements and has been prepared in accordance
with applicable legal requirements. (CA06)
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic Report and Directors’ Report. (CA06)
International Biotechnology Trust plc | Independent Auditors’ Report
45
ANNUAL REPORT31 August 2019 ANNUAL
REPORT
31 August 2019
INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
The Directors’ assessment of the prospects of the Company and of the principal risks that would
threaten the solvency or liquidity of the Company
We have nothing material to add or draw attention to regarding:
The Directors’ confirmation on page 20 of the Annual Report that they have carried out a robust assessment of the
principal risks facing the Company, including those that would threaten its business model, future performance,
solvency or liquidity.
The disclosures in the Annual Report that describe those risks and explain how they are being managed or
mitigated.
The Directors’ explanation on page 21 of the Annual Report as to how they have assessed the prospects of
the Company, over what period they have done so and why they consider that period to be appropriate, and
their statement as to whether they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We have nothing to report having performed a review of the Directors’ statement that they have carried out a
robust assessment of the principal risks facing the Company and statement in relation to the longer-term viability
of the Company. Our review was substantially less in scope than an audit and only consisted of making inquiries and
considering the Directors’ process supporting their statements; checking that the statements are in alignment with
the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements
are consistent with the knowledge and understanding of the Company and its environment obtained in the course of
the audit. (Listing Rules)
Other Code Provisions
We have nothing to report in respect of our responsibility to report when:
The statement given by the Directors, on page 39, that they consider the Annual Report taken as a whole to
be fair, balanced and understandable, and provides the information necessary for the members to assess the
Company’s position and performance, business model and strategy is materially inconsistent with our knowledge
of the Company obtained in the course of performing our audit.
The section of the Annual Report on page 38 describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee.
The Directors’ statement relating to the Company’s compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006. (CA06)
46
46
International Biotechnology Trust plc | Independent Auditors’ Report
ANNUAL REPORT31 August 2019
31 August 2019
ANNUAL
REPORT
INDEPENDENT AUDITORS’ REPORT
To the Members of International Biotechnology Trust plc
Responsibilities for the Financial Statements
and the audit
Responsibilities of the Directors for the Financial Statements
As explained more fully in the Management Report and
Directors’ Responsibilities Statement set out on page 40, the
Directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and
Use of this report
This report, including the opinions, has been prepared for
and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for
no other purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent
for being satisfied that they give a true and fair view. The
in writing.
Directors are also responsible for such internal control as they
determine is necessary to enable the preparation of financial
Other required reporting
statements that are free from material misstatement, whether
Companies Act 2006 exception reporting
due to fraud or error.
In preparing the financial statements, the Directors are
you if, in our opinion:
Under the Companies Act 2006 we are required to report to
responsible for assessing the Company’s ability to continue
as a going concern, disclosing as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
We have not received all the
information and
explanations we require for our audit; or
Adequate accounting records have not been kept by
the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
Certain disclosures of Directors’ remuneration specified
by law are not made; or
The financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns.
material misstatement, whether due to fraud or error,
We have no exceptions to report arising from this
and to issue an auditors’ report that includes our opinion.
responsibility.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with
Appointment
ISAs (UK) will always detect a material misstatement when
Following the recommendation of the audit committee, we
it exists. Misstatements can arise from fraud or error and
were appointed by the Directors on 12 July 2007 to audit
are considered material if, individually or in the aggregate,
the financial statements for the year ended 31 August
they could reasonably be expected to influence the economic
2007 and subsequent financial periods. The period of total
decisions of users taken on the basis of these financial
uninterrupted engagement is 13 years, covering the years
statements.
ended 31 August 2007 to 31 August 2019.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description
forms part of our auditors’ report.
CHRISTOPHER MEYRICK | Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors Edinburgh
28 October 2019
International Biotechnology Trust plc | Independent Auditors’ Report
47
47
ANNUAL REPORT31 August 2019
STATEMENT OF COMPREHENSIVE INCOME
Notes
For the year ended 31 August 2019
Revenue
Total
£’000
£’000
Capital
£’000
For the year ended 31 August 2018
Total
Revenue
Capital
£’000
£’000
£’000
(Losses)/gains on investments held at fair value
2
Exchange (losses)/gains on currency balances
Income
Expenses
Management fee
Performance fee
Administrative expenses
(Loss)/profit before finance costs and tax
Finance costs
Interest payable
(Loss)/profit on ordinary activities before tax
Taxation
(Loss)/profit for the year attributable
to Shareholders
Basic and diluted (loss)/earnings per Ordinary
share
3
4
4
5
6
7
-
-
669
(1,610)
(13,940)
(13,940)
(517)
(517)
-
-
21,591
21,591
1,049
1,049
-
-
669
380
-
380
(1,610)
(1,605)
-
(1,605)
-
(970)
(970)
-
(93)
(93)
(862)
-
(862)
(1,096)
-
(1,096)
(1,803)
(15,427)
(17,230)
(2,321)
22,547
20,226
(214)
-
(214)
(218)
-
(218)
(2,017)
(15,427)
(17,444)
(2,539)
22,547
20,008
(96)
-
(96)
(48)
-
(48)
(2,113)
(15,427)
(17,540)
(2,587)
22,547
19,960
8
(5.58)p
(40.75)p
(46.33)p
(6.89)p
60.05p
53.16p
All revenue and capital items in the above statement derive from continuing operations. The total column of this statement represents the
Company’s Statement of Comprehensive Income, prepared in accordance with IFRSs as adopted by the EU.
The Company does not have any other comprehensive income and hence the net (loss)/profit for the year, as disclosed above, is the same
as the Company’s total comprehensive income.
The revenue and capital columns are supplementary and are prepared under guidance published by the AIC.
The notes on pages 52 to 75 form part of these Financial Statements.
48
International Biotechnology Trust plc | Statement of Comprehensive Income
ANNUAL REPORT31 August 2019
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 August 2019
Notes
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 September 2018
10,335
18,805
31,482
238,494
(36,643)
262,473
Total Comprehensive Income:
Loss for the year
Transactions with owners, recorded
directly to equity:
Dividend paid in the year
9
Ordinary shares issued from treasury
-
-
-
-
-
1,188
-
(15,427)
(2,113)
(17,540)
-
-
(10,616)
4,074
-
-
(10,616)
5,262
Balance at 31 August 2019
10,335
19,993
31,482
216,525
(38,756)
239,579
For the year ended 31 August 2018
Notes
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 September 2017
10,335
18,805
31,482
226,085
(34,056)
252,651
Total Comprehensive Income:
Profit/(loss) for the year
Transactions with owners, recorded
directly to equity:
Dividend paid in the year
9
-
-
-
-
-
22,547
(2,587)
19,960
-
(10,138)
-
(10,138)
Balance at 31 August 2018
10,335
18,805
31,482
238,494
(36,643)
262,473
The notes on pages 52 to 75 form part of these Financial Statements.
International Biotechnology Trust plc | Statement of Changes in Equity
49
ANNUAL REPORT31 August 2019
BALANCE SHEET
Non-current assets
Investments held at fair value through profit or loss
Current assets
Receivables
Cash and cash equivalents
Total assets
Current liabilities
Borrowings
Payables
Net assets
Equity attributable to equity holders
Called up share capital
Share premium account
Capital redemption reserve
Capital reserves
Revenue reserve
Total equity
NAV per Ordinary share
Notes
At 31 August 2019
£’000
At 31 August 2018
£’000
10
11
12
12
13
15
16
17
18
19
20
237,360
237,360
2,616
886
3,502
263,025
263,025
50
142
192
240,862
263,217
-
(1,283)
(1,283)
239,579
10,335
19,993
31,482
216,525
(38,756)
239,579
623.94p
(374)
(370)
(744)
262,473
10,335
18,805
31,482
238,494
(36,643)
262,473
699.04p
The Financial Statements on pages 48 to 75 were approved by the Board on 28 October 2019 and signed on its behalf by:
JOHN ASTON OBE | Chairman
CAROLINE GULLIVER | Chair of the Audit Committee
The notes on pages 52 to 75 form part of these Financial Statements.
International Biotechnology Trust plc Company Number 2892872
50
International Biotechnology Trust plc | Balance Sheet
ANNUAL REPORT31 August 2019
CASH FLOW STATEMENT
Cash flows from operating activities
(Loss)/profit before tax
Adjustments for:
Decrease in investments
(Increase)/decrease in receivables
Increase/(decrease) in payables
Taxation
Net cash flows generated from operating activities
21
Cash flows used in financing activities
Issue of Ordinary shares from treasury
Dividend paid
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 September
Cash and cash equivalents at 31 August
12
The notes on pages 52 to 75 form part of these Financial Statements.
For the
year ended
31 August 2019
£’000
For the
year ended
31 August 2018
£’000
Notes
(17,444)
20,008
25,665
(2,566)
913
(96)
6,472
5,262
(10,616)
(5,354)
1,118
(232)
886
6,348
2,786
(12,924)
(48)
16,170
-
(10,138)
(10,138)
6,032
(6,264)
(232)
International Biotechnology Trust plc | Cash Flow Statement
51
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
(c) Income
Dividends receivable on equity shares are recognised as revenue
for the year on an ex-dividend basis. Special dividends are treated
as revenue return or as capital return, depending on the facts
of each individual case. Income from current asset investments is
included in the revenue for the year on an accruals basis and is
recognised on a time apportionment basis. Where the Company
has elected to receive its dividends in the form of additional
shares rather than cash, the amount of cash dividend foregone
is recognised as income in the revenue column of the Statement
of Comprehensive Income. Any excess in the value of shares over
the amount of cash dividend foregone is recognised as a gain in
the capital column of the Statement of Comprehensive Income.
Interest from fixed income securities is recognised on a time-
apportionment basis so as to reflect the effective yield on the
fixed income securities.
Deposit interest outstanding at the year end is calculated and
accrued on a time apportionment basis using market rates of
interest.
(d) Expenses and interest payable
Administrative expenses including the management fee and
interest payable are accounted for on an accruals basis and are
recognised when they fall due.
All expenses and interest payable have been presented as revenue
items except as follows:
Any performance fee payable is allocated wholly to capital,
as it is primarily attributable to the capital performance of
the Company’s assets
Transaction costs incurred on the acquisition or disposal
of investments are expensed and included in the costs
of acquisition or deducted from the proceeds of sale as
appropriate
1. ACCOUNTING POLICIES
The nature of the Company’s operations and its principal activities
are set out in the Strategic Report and Directors’ Report.
The Company’s Financial Statements have been prepared in
accordance with IFRS and those parts of the Act applicable to
companies reporting under IFRS. These comprise standards and
interpretations approved by the IASB and IASC, as adopted by
the EU.
For the purposes of the Financial Statements, the results and
financial position of the Company are expressed in sterling,
which is the functional currency and the presentational currency
of the Company. Sterling is the functional currency because
it is the currency which is most relevant to the majority of the
Company’s Shareholders and creditors and the currency in which
the majority of the Company’s operating expenses are paid.
The principal accounting policies followed, which have been
applied consistently for all years presented, are set out below:
(a) Basis of preparation
The Company Financial Statements have been prepared on a going
concern basis (as set out on page 27) and under the historical cost
convention, as modified by the inclusion of investments at fair
value through profit or loss.
Where presentational guidance set out in the Statement of
Recommended Practice (the SORP) for investment trusts issued
by the AIC in November 2014 and updated in February 2018
is consistent with the requirements of IFRS, the Directors have
sought to prepare the Financial Statements on a basis compliant
with the recommendations of the SORP.
(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 presented alongside the Statement of
Comprehensive Income.
The net loss after taxation in the revenue column is the measure
the Directors believe appropriate in assessing the Company’s
compliance with certain requirements set out in Section 1158
CTA.
52
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
(e) Taxation
Deferred tax is calculated in full, using the liability method, on
all taxable and deductible temporary differences at the Balance
Sheet date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes. Deferred
tax assets and liabilities are measured at the tax rates that are
expected to apply to the period when the asset is realised or
the liability settled, based on tax rates and tax laws that have
All non-current investments (including those over which the
Company has significant influence) are measured at fair value
with gains and losses arising from changes in their fair value
being included in net profit or loss for the year as a capital item.
Any gains and losses realised on disposal are recognised in the
capital column of the Statement of Comprehensive Income.
been enacted or substantively enacted at the Balance Sheet
Quoted investments
date.
Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which the
deductible temporary differences can be utilised.
In line with recommendations of the SORP, the allocation method
used to calculate tax relief on expenses presented in the capital
column of the Statement of Comprehensive Income is the
marginal basis. Under this basis, if taxable income is capable
of being offset entirely by expenses presented in the revenue
column of the Statement of Comprehensive Income, then no tax
relief is transferred to the capital column.
(f) Non-current asset investments held at fair value
The Company holds three types of investments: investments
in funds, direct investment in unquoted companies, and direct
investment in quoted companies.
Investments are recognised or derecognised on the trade date
where a purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the
timeframe established by the market concerned.
On initial recognition all non-current asset investments are
designated as held at fair value through profit or loss as defined
by IFRS. They are further categorised into the following fair value
hierarchy:
The fair value for quoted investments is either the bid price or the
last traded price, depending on the convention of the exchange
on which the investment is quoted.
Unquoted investments
In respect of unquoted investments, or where the market for a
financial instrument is not active, fair value is established by using
various valuation techniques, in accordance with the International
Private Equity and Venture Capital (IPEVC) Valuation Guidelines
(December 2018). These may include reference to recent rounds
of re-financing undertaken by investee companies involving
knowledgeable parties, reference to the current fair value of
another instrument that is substantially the same, an earnings
multiple or discounted cashflow model, all with reference to
recent arm’s length market transactions between knowledgeable,
willing parties, where available.
As many of the unquoted
investments are early-stage
investments, without revenue, valuation is also assessed up or
down with reference to a range of factors among which are:
ability of portfolio company management to keep cash and
operating budgets, clinical developments towards management
and/or investor milestone targets, clinical trial data, progress
of competitor products, performance and quality of the
management team, litigation brought by or against the portfolio
company, patent approval or challenge, the market for the
product being developed and the broad climate of the economies
of the countries in which they will likely be sold by reference to
public stock market performance.
Level 1:
Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Investment in funds
Level 2:
Having inputs other than quoted prices included
within Level 1 that are observable for the asset or
liability, either directly (ie as prices) or indirectly
(ie derived from prices).
Level 3:
Having inputs for the asset or liability that are
not based on observable market data.
The Company receives formal quarterly reports from each of the
private equity funds in which SV Fund VI holds an investment.
The value of SV Fund VI’s investment in these funds is reported
in these quarterly reports. The reports typically arrive within 60
days of the end of the quarter (90 days at year end). As soon as a
quarterly report is received by the Company, the reported value
of the SV Fund VI’s investment in that fund is reflected in the NAV
on the next NAV date.
International Biotechnology Trust plc | Notes to the Financial Statements
53
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
During the period between quarterly reports, the Company may
basis of making the judgements about carrying values of assets
be advised of a sale of a portfolio company (or its securities)
and liabilities that are not readily apparent from other sources.
held within one of the funds at a different price from the last
reported value in that quarterly report. As soon as the Company
The critical estimates, assumptions and judgements relate, in
is informed of the completion of any such transaction establishing
particular, to the valuation of unquoted investments. The critical
a new value for the investment, the new NAV of that investment
judgements are summarised in (f) above and the impact of
to SV Fund VI is reflected in the NAV on the next NAV date. With
estimates and assumptions are summarised in note 23 on page 74.
respect to any investments within SV Fund VI for which there is
a listed price, the Company revalues its investment in SV Fund VI
Actual results may differ from these estimates.
to take account of market movements in the underlying security.
The listed price of these underlying secuities is monitored on a
The estimates and underlying assumptions are reviewed on an
daily basis. Any price move in SV Fund VI’s underlying investments
ongoing basis. Revisions to accounting estimates are recognised
that materially impacts the Company’s holding in SV Fund VI is
in the period in which the estimate is revised if the revision affects
immediately reflected in the NAV on the next NAV date. If there
only that period, or in the period of the revision and future
are no material movements, these underlying securities are
periods if the revision affects both current and future periods.
revalued on a monthly basis and immediately reflected in the
NAV on the next NAV date.
(i) Cash and cash equivalents
In the Cash Flow Statement, cash and cash equivalents includes
The Company does not change the valuation of fund investments
cash in hand, short-term deposits and bank overdrafts. These are
based on anticipted transactions that are not yet completed,
held for the purpose of meeting short-term cash commitments
changes in company performance or any other factors unless and
rather than for investment or other purpose and cash balances
until such changes are reflected in a quarterly report received
are held at their fair value (translated to sterling at the Balance
from the manager of the fund.
Sheet date where appropriate.)
The value of a fund investment used by the Company in determing
the NAV is always based on the most current information known
(j) Receivables
Other receivables do not carry any right to interest and are short-
to the Company on the NAV date.
(g) Foreign currencies
Transactions involving currencies other than sterling are recorded
at the exchange rate ruling on the transaction date.
term in nature. Accordingly they are stated at their nominal value
(amortised cost) reduced by appropriate allowances for estimated
irrecoverable amounts.
(k) Other payables
Other payables are not interest-bearing and are stated at their
At each Balance Sheet date, monetary items and non-monetary
nominal amount (amortised cost). Where there are any long-term
assets and liabilities that are fair valued, which are denominated
borrowings, finance costs are calculated over the term of the debt
in foreign currencies, are retranslated at the closing rates of
on the effective interest basis.
exchange. Foreign currency exchange differences arising on
translation are recognised in the Statement of Comprehensive
Income. Exchange gains and losses on investments held at fair
value through profit or loss are included within “Gains on
investments held at fair value”.
(l) Repurchase of Ordinary shares (including those
held in treasury) and subsequent re-issues
The costs of repurchasing Ordinary shares including related
stamp duty and transaction costs are taken directly to equity and
reported through the Statement of Changes in Equity as a charge
(h) Critical accounting estimates and judgements
The preparation of financial statements in conformity with
on the capital reserves.
IFRS requires management to make judgements, estimates and
The sales proceeds of treasury shares reissued are treated as a
assumptions that affect the application of policies and reported
realised profit up to the amount of the purchase price of those
amounts of assets and liabilities, income and expenses. The
shares and is transferred to capital reserves. The excess of the
estimates and associated assumptions are based on historical
sales proceeds over the purchase price is transferred to the share
experience and various other factors that are believed to be
premium account.
reasonable under the circumstances, the results of which form the
54
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
Share purchase transactions are accounted for on a trade date
IFRS16 Leases - As the Company neither holds, trades or
basis. The nominal value of Ordinary share capital repurchased
has any lease obligations of any type, the provisions of this
and cancelled is transferred out of called up share capital and into
standard are not expected to have a material impact on
the capital redemption reserve. Where shares are repurchased
the accounts
and held in treasury, the transfer to capital redemption reserve is
IFRIC 23 Uncertainty over Income Tax Treatments - The
made if and when such shares are subsequently cancelled.
(m) Reserves
(i) Capital redemption reserve
The capital redemption reserve, which is non-distributable, holds
the amount by which the nominal value of the Company’s issued
share capital is diminished when shares redeemed or purchased
out of the Company’s distributable reserves are subsequently
cancelled.
(ii) Share premium account
A non-distributable reserve, represents the amount by which
the fair value of the consideration received exceeds the nominal
value of shares issued.
(iii) Capital reserves
The following are accounted for in this reserve and are
distributable
Gains and losses on the realisation of investments
Unrealised investment holding gains and losses
Foreign exchange gains and losses
Performance fee
Re-issue of Ordinary shares from treasury
Repurchase of Ordinary shares in issue
Dividends paid to Shareholders
Note: Unrealised unquoted holding gains are not distributable.
interpretation provides guidance on considering uncertain
tax treatments in relation to taxable profit or loss and does
not add any new disclosures. The Company complies with
all relevant tax laws where applicable and the provisions
of this interpretation are not expected to have a material
impact on the accounts
IAS19 (amended) Employee Benefits - As the Company has
no employees, the amendment to this standard are not
expected to have any impact on the accounts
IAS28 (amended) Investments in Associates and Joint
Ventures - As the Company has no investment in associates
or joint ventures, the amendment to this standard are not
expected to have any impact on the accounts
IFRS9 (amended) Prepayment Features with Negative
Compensation - Negative compensation arises where
the contractual terms permit a borrower to prepay
the instrument before its contractual maturity, but the
prepayment amount could be less than unpaid amounts of
principal and interest
The Company has no such terms in any of its loan
agreements
in place and the amendments are not
expected to have any impact on the accounts.
Annual Improvement Cycles 2015-2017 (amendments) - This
makes narrow-scope amendments to four IFRS Standards:
IFRS 3 Business Combinations, IFRS 11 Joint Arrangements,
IAS 12 Incomes Taxes and IAS23 Borrowing costs. These
limited amendments are not expected to have any impact
on the accounts
(iv) Revenue reserve
Effective for periods commencing on or after 1 January
Comprises accumulated undistributed revenue profits and losses.
2020:
(n) New and revised accounting Standards
There were no new IFRSs or amendments to IFRSs applicable
to the current year which had any significant impact on the
Company’s accounts.
At the date of authorisation of these Financial Statements, the
following new IFRS that potentially impacts the Company are in
issue but are not yet effective and have not been applied in these
accounts:
IFRS 3 Business combinations (amended)
IAS 1 and IAS 8 Definition of Material (amended)
References to the conceptual Framework in IFRS Standards
(amended)
IFRS 9, 15 and 16 all became effective in the year and had no
impact on the accounts of the Company.
The Directors expect that the adoption of the standards listed
above will have either no impact or that any impact will not be
material on the Financial Statements of the Company in future
Effective for periods commencing on or after 1 January 2019:
periods.
International Biotechnology Trust plc | Notes to the Financial Statements
55
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
2. (LOSSES)/GAINS ON INVESTMENTS HELD AT FAIR VALUE
Net gains on disposal of investments at historic cost
Less fair value adjustments in earlier years
Losses based on carrying value at previous Balance Sheet date
Investment holding gains during the year
Attributable to:
Quoted investments
Unquoted investments
Exchange (losses)/gains on currency balances
For the
year ended
31 August 2019
£’000
For the
year ended
31 August 2018
£’000
5,931
(20,169)
(14,238)
298
(13,940)
(20,345)
6,405
(13,940)
(517)
9,145
(13,092)
(3,947)
25,538
21,591
15,047
6,544
21,591
1,049
Exchange (losses)/gains on currency balances arise on the retranslation of foreign currency balances held by the Company.
3. INCOME
Income from investments held at fair value through profit or loss:
Unfranked dividends
Other income:
Bank interest
For the
year ended
31 August 2019
£’000
For the
year ended
31 August 2018
£’000
642
27
669
379
1
380
56
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
4. MANAGEMENT AND PERFORMANCE FEES
For the
year ended
31 August 2019
£’000
For the
year ended
31 August 2018
£’000
Fees payable to the Fund Manager are as follows:
Management fees paid by Company (allocated to revenue)
1,610
1,605
Performance fee (allocated to capital)
970
93
Details of the management and performance fee arrangements are included in the Directors’ Report on page 26.
Following the investment into the SV Fund VI venture capital fund on 3 October 2016, management fees are partially paid through the
venture capital investment. Venture Capital fees paid through the SV Fund VI investment in the year were £526,000 (2018: £503,000). Total
Management fees on a comparative basis were £2,136,000 (2018: £2,108,000).
Refer to note 22 Related Party Transactions on page 65, for further details.
5. ADMINISTRATIVE EXPENSES
For the
year ended
31 August 2019
£’000
For the
year ended
31 August 2018
£’000
General expenses*
Directors’ fees**
Company Secretarial and administration fees
Auditors’ remuneration:
Fees payable to the Company’s Auditors for the audit of the Annual Financial Statements
468
133
223
38
862
700
141
218
37
1,096
* Includes research costs under MiFID II related solely to specialist biotechnology research of £96,000 (annual cap of £160,000).
These costs applied from 3 January 2018. These costs were previously partly wrapped up in trade commission. Under MiFID II which applied from 3 January 2018, changes were made to
how investment managers pay for their research. This new regime requires investment managers to budget separately for research and trading costs.
**See the Directors’ Remuneration Report on pages 34 to 37.
International Biotechnology Trust plc | Notes to the Financial Statements
57
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
6. INTEREST PAYABLE
Bank overdraft interest payable
7. TAXATION
(a) Analysis of charge in year
Overseas tax
Total current tax charge for the year
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
214
214
218
218
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
96
96
48
48
Under the Finance Act 2014 the standard rate of Corporation Tax in the UK changed from 20% to 19% with effect from 1 April 2017.
(b) Factors affecting tax charge for the year
Approved investment trust companies are exempt from tax on capital gains within the Company.
The tax assessed for the year is higher than that resulting from applying the standard rate of Corporation Tax in the UK for a medium
or large company of 19% (2018: 19%). The differences are explained below:
For the year ended 31 August 2019
For the year ended 31 August 2018
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Factors affecting tax charge for the year:
(Loss)/profit on ordinary activities before taxation
(2,017)
(15,427)
(17,444)
(2,539)
22,547
20,008
Tax at the UK Corporation Tax rate of
- 19% (2018: 19%)
Tax effect of:
(383)
(2,931)
(3,314)
(482)
4,284
3,802
Non-taxable dividend income
(122)
-
(122)
(72)
-
(72)
Capital returns on investments
Exchange gains/(losses)
Expenses not utilised in the year
Overseas tax
-
-
505
96
96
2,649
2,649
98
184
-
-
98
689
96
96
-
-
554
48
48
(4,103)
(4,103)
(199)
(199)
18
572
-
-
48
48
58
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
(c) Provision for deferred taxation
No provision for deferred tax has been made in the current or prior year.
(d) Factors that may affect future tax charges
At 31 August 2019, the Company had a potential deferred tax asset of £10,732,000 (2018: £10,135,000) on taxable losses, which is available
to be carried forward and offset against future taxable profits. A deferred tax asset has not been recognised for these losses as it is
considered unlikely that the Company will make taxable revenue profits in the future and it is not liable to tax on capital gains.
Due to the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain approval
in the foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or
disposal of investments.
It is unlikely that the Company will obtain relief in the future for the potential asset disclosed above, so no deferred tax asset has been
recognised.
8. NET (LOSS)/EARNING PER ORDINARY SHARE
Net revenue loss
Net capital (loss)/profit
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
(2,113)
(15,427)
(17,540)
(2,587)
22,547
19,960
Weighted average number of Ordinary shares in issue during the year*
37,853,827
37,547,663
Revenue loss per Ordinary share
Capital (loss)/profit per Ordinary share
Total (loss)/earning per Ordinary share
*Excluding those held in treasury.
9. DIVIDENDS
Dividends paid
2019 First interim dividend paid of 14.00p (2018: 13.50p)
2019 Second interim dividend paid of 14.00p (2018: 13.50p)
Total dividends paid in the year
Dividends are included in the Financial Statements in the year in which they are paid.
Pence
(5.58)
(40.75)
(46.33)
Pence
(6.89)
60.05
53.16
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
5,267
5,349
10,616
5,069
5,069
10,138
The Company is not required to pay a dividend under the requirements of Section 1158 of the CTA due to the negative accumulated balance on its
revenue reserve. The above dividends are paid out of the capital reserve.
International Biotechnology Trust plc | Notes to the Financial Statements
59
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
10. INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
(a) Analysis of investments
Quoted overseas
Unquoted in the United Kingdom
Unquoted overseas
Valuation of investments at 31 August
(b) Movements on investments
Opening book cost
Opening fair value adjustment
Opening valuation
Purchases at cost
Proceeds of disposals
Net losses realised on disposals
Increase in fair value adjustment
Valuation of investments at 31 August
Closing book cost
Closing fair value adjustment
Closing valuation
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
202,215
230,589
3,549
31,596
237,360
3,808
28,628
263,025
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
231,135
31,890
263,025
256,198
(267,923)
(14,238)
298
237,360
225,341
12,019
237,360
249,929
19,444
269,373
226,208
(254,147)
(3,947)
25,538
263,025
231,135
31,890
263,025
The following transaction costs, including stamp duty and broker commissions were incurred during the year:
On acquisitions
On disposals
For the year ended
31 August 2019
£’000
For the year ended
31 August 2018
£’000
151
161
312
130
152
282
60
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
(c) Significant undertaking
Class of
shares held
% of
class held
Country of
incorporation
The Company has interests of 3% or more of any class of capital in the following investee companies.
Archemix
EBR Systems
Karus Therapeutics
Oxagen Stocks
Oxagen Stocks
Oxagen Stocks
Topivert
Series B
Series C
Series B Pref
Series B Pref
Series A Pref
Series C Pref
Series B
3.80%
7.84%
4.34%
9.10%
4.63%
4.18%
3.02%
USA
USA
UK
UK
UK
UK
UK
(d) Disposals of unquoted investments
The significant unquoted investment disposals during the year were:
Investment
Carrying value at
31 August 2018
£’000
Proceeds
£’000
Increase in
fair value
£’000
Carrying value at
31 August 2019
£’000
Ikano Therapeutics
2,128
(1,440)
2,689
3,377
The carrying value of this investment represents the value of contingent future payments and milestones.
(e) Significant changes in fair values of unquoted investments
During the year under review the following unquoted investments were written up/(down) by a significant extent
(adjusted for currency movements):
Ikano Therapeutics
NCP Holdings
Convergence
Topivert
Write up/(down)
£’000
2,689
635
497
(316)
International Biotechnology Trust plc | Notes to the Financial Statements
61
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
11. RECEIVABLES
Amounts due within one year:
Sales awaiting settlement
Accrued income
Prepaid expenses
Tax recoverable
VAT recoverable
At 31 August 2019
£’000
At 31 August 2018
£’000
2,491
67
29
8
21
2,616
-
1
22
8
19
50
12. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following for the purposes
of the Statement of Cash Flows:
At 31 August 2019
£’000
At 31 August 2018
£’000
Cash at bank
Bank overdraft
Cash and cash equivalents
886
-
886
142
(374)
(232)
The Company has a £55.0m (2018: £35.0m) uncommitted multi-currency overdraft facility. On 31 August 2019, £nil (2018:
£374,000) was drawn down. The principal covenants relating to this facility are that there must be at least twenty investments
in the portfolio and that performance must not fall 15% in a month, 25% in two months or 30% in any six month period. The
Company has complied with the terms of the facility throughout the financial year.
13. PAYABLES
Amounts falling due within one year:
Purchases awaiting settlement
Accrued expenses
Other
At 31 August 2019
£’000
At 31 August 2018
£’000
42
1,221
20
1,283
-
345
25
370
14. CAPITAL COMMITMENTS - CONTINGENT ASSETS AND LIABILITIES
The Company made a $30.0m commitment to SV Fund VI in 2016. Of this $30.0m commitment, the Company has further
commitments of £7.8m as at 31 August 2019 (2018: £8.9m).
62
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
15. CALLED UP SHARE CAPITAL
Allotted, Called up and Fully paid:
at 31 August 2019
at 31 August 2018
at 31 August 2019
at 31 August 2018
Ordinary shares of 25p each
Nominal value
Ordinary shares in issue
38,397,663
37,547,663
Ordinary shares held in treasury
2,945,000
3,795,000
9,599
736
41,342,663
41,342,663
10,335
9,387
948
10,335
During the year, there were 850,000 Ordinary shares issued from treasury for a total cost of £5,262,000 (2018 : nil).
No Ordinary shares held in treasury were either cancelled or repuchased during the year (2018 : nil).
The Ordinary shares held in treasury have no voting rights and are not entitled to dividends.
16. SHARE PREMIUM ACCOUNT
Balance brought forward
Ordinary shares issued from treasury
Balance carried forward
This reserve is not distributable.
17. CAPITAL REDEMPTION RESERVE
Balance brought forward
Balance carried forward
This reserve is not distributable.
At 31 August 2019
£’000
At 31 August 2018
£’000
18,805
1,188
19,993
18,805
-
18,805
At 31 August 2019
£’000
At 31 August 2018
£’000
31,482
31,482
31,482
31,482
International Biotechnology Trust plc | Notes to the Financial Statements
63
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
18. CAPITAL RESERVES
Balance brought forward
(Losses)/gains on investments
Proceeds from Ordinary shares re-issued from treasury
Performance fee
Dividend paid out of capital
Realised exchange (losses)/gains on currency balances
Balance carried forward
The capital reserves may be further analysed as follows:
(i) Reserve on investments sold
(ii) Reserve on investments held
At 31 August 2019
£’000
At 31 August 2018
£’000
238,494
(13,940)
4,074
(970)
(10,616)
(517)
216,525
204,506
12,019
216,525
226,085
21,591
-
(93)
(10,138)
1,049
238,494
206,604
31,890
238,494
(i) These are realised distributable capital reserves which may be used to repurchase the Company’s shares or be distributed as dividends.
(ii) This reserve comprises holding gains on investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis
has not been made between amounts that are realised (and may be distributed or used to repurchase the Company’s shares) and those that are
unrealised.
19. REVENUE RESERVE
Balance brought forward
Net loss for the year
Balance carried forward
At 31 August 2019
£’000
At 31 August 2018
£’000
(36,643)
(2,113)
(38,756)
(34,056)
(2,587)
(36,643)
The revenue reserve may be distributed or used to repurchase the Company’s shares (subject to being a positive balance).
20. NET ASSET VALUE PER ORDINARY SHARE
The calculation of the NAV per Ordinary share is based on the following:
NAV (£’000)
Number of Ordinary shares in issue
Basic NAV per Ordinary share (pence)
At 31 August 2019
At 31 August 2018
239,579
38,397,663
623.94
262,473
37,547,663
699.04
64
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
The decrease in the NAV per share from 699.04p (31 August 2018) to 623.94p (31 August 2019) includes the total loss per share as disclosed
above and the effect on the Company, of any issue of Ordinary shares during the year, at a premium to the prevailing NAV per share and
by dividend payments.
21. NOTES TO THE CASH FLOW STATEMENT
Cash and cash equivalents comprise cash at bank, short-term deposits and bank overdrafts. Included within the cash flows from operating
activities are the cash flows associated with the purchases and sales of investments. Cash flow from operating activities can therefore be
further analysed as follows:
Proceeds on disposal of fair value through profit and loss investments
Purchases of fair value through profit and loss investments
Net cash inflow from investing activities
Cash flows from other operating activities
Net cash flows generated from operating activities
For the year ended
31 August 2019
£’000
For the year ended 31
August 2018
£’000
265,432
(256,156)
9,276
(2,804)
6,472
257,986
(238,913)
19,073
(2,903)
16,170
22. TRANSACTIONS WITH THE FUND MANAGER AND RELATED
PARTY TRANSACTIONS
(a) Transactions with the Fund Manager
Details of the management fee arrangement are given in the Directors’ Report on page 26. The total fee payable under this Agreement to
SV Health Managers LLP for the year ended 31 August 2019 was £2,136,000 (2018: £2,108,000) of which £nil (2018: £nil) was outstanding
at the year end. In addition to this, SV Health Managers LLP is also entitled to a performance fee of £970,000 (2018: £93,000), which was
outstanding at the year end.
SV Health Managers LLP will often take seats on boards of companies in which the Company holds an investment. These positions help to
monitor the investee companies and in many cases add to the strength and depth of management. They sometimes provide an economic
benefit to the individual who takes the position - often in the form of a director’s fee or share awards. The Fund Manager has agreed with
the Board a set of guidelines on how any economic interest will be divided between the Company and the Fund Manager. The Board is
informed of both the position held and any economic benefits as they arise and a summary of all the positions, benefits and allocations is
presented for review at each Board Meeting. During the year ended 31 August 2019 £nil (2018: £nil) was received.
(b) Related party transactions
The Directors of the Company are key management personnel. The total remuneration payable to Directors in respect of the year ended
31 August 2019 was £133,000 (2018: £141,028) of which £33,250 (2018: £33,250) was outstanding at the year end.
23. FINANCIAL INSTRUMENTS
Risk management policies and procedures
The Company’s financial assets and liabilities, in addition to short-term debtors and creditors and cash, comprise financial instruments
which include investments in equity.
The holding of securities, investment activities and associated financing undertaken pursuant to the investment policy involve certain
inherent risks. Events may occur that would result in either a reduction in the Company’s net assets or a reduction of the total return.
International Biotechnology Trust plc | Notes to the Financial Statements
65
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
The main risks arising from the Company’s pursuit of its investment objective are those that affect stock market levels: market risk, credit
risk and liquidty risk. In addition, there are specific risks inherent in investing in the biotechnology sector. The Board reviews and agrees
policies for managing these risks, as summarised below. These policies have remained substantially unchanged throughout the current
and preceding year.
1. Market Risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This
market risk comprises three elements - price risk, currency risk and interest rate risk. The Fund Manager assesses the exposure to market
risk when making each investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an
ongoing basis.
a. Price Risk
The Company is an investment company and as such its performance is dependent on the valuation of its investments. A breakdown of the
investment portfolio is given within the Fund Facts and in the Fund Manager’s Review on pages 13 to 16. Market price risk arises mainly
from uncertainty about future prices of the financial instruments held.
Management of the risk
The Board regularly considers the asset allocation of the portfolio as part of the process of managing the risks associated with the
biotechnology sector, described in greater detail in the section on specific risk, whilst continuing to follow the investment objective. It is
not the Company’s current policy to use derivative instruments to hedge the investment portfolio against market price risk.
Price risk exposure
At the year end, the Company’s assets exposed to market price risk were as follows:
Non-current asset investments at fair value
Total
At 31 August 2019
£’000
At 31 August 2018
£’000
237,360
237,360
263,025
263,025
The level of assets exposed to market price risk decreased by approximately 9.8% during the year, through a combination of acquisitions
and disposal of investments and decreases in fair values.
Concentration of exposure to price risk
The Company currently holds investments in 74 companies, in a mixture of quoted and unquoted investments in a variety of countries, which
significantly spreads the risk of individual investments performing poorly and reduces the concentration of exposure. The classification of
investments by sector is provided within the Fund Facts.
Price risk sensitivity
The following table illustrates the sensitivity of the profit for the year and the equity to an increase or decrease of 10% in the fair values of
the Company’s investments. This level of change is considered to be reasonably possible based on observation of current market conditions.
The sensitivity analysis is based on the Company’s investments at each Balance Sheet date, with all other variables held constant.
66
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
Company
31 August 2019
31 August 2018
Increase in
Fair value
£’000
Decrease in
Fair value
£’000
Increase in
Fair value
£’000
Decrease in
Fair value
£’000
Effect on revenue return
Effect on capital return
Effect on total return and net assets
(214)
23,736
23,522
214
(23,736)
(23,522)
(237)
26,303
26,066
237
(26,303)
(26,066)
b. Currency Risk
The Financial Statements and performance of the Company are denominated in sterling. However, the majority of the Company’s assets
and the total return are denominated in US dollars, accordingly the total return and capital value of the Company’s investments can be
significantly affected by movements in foreign exchange rates. It is not the Company’s policy to hedge against foreign currency movement.
Management of the risk
The Fund Manager monitors the Company’s exposure to foreign currencies on a daily basis, and reports to the Board on a regular basis.
Foreign currency exposure
The fair values of the Company’s monetary items that have foreign currency exposure at 31 August 2019 are shown below. Where the
Company’s equity investments (which are not monetary items) are priced in foreign currency, they have been included separately in the
analysis so as to show the overall level of exposure.
At 31 August 2019
£’000
At 31 August 2018
£’000
Monetary assets/(liabilities)
Cash and cash equivalents:
US dollars
Short-term receivables:
US dollars
Danish krone
Short-term payables:
US dollars
Danish krone
Foreign currency exposure on net monetary items
Non-current asset investments held at fair value
US dollars
Euros
Danish krone
Total net foreign currency exposure
714
2,558
8
(67)
-
3,213
216,427
10,322
7,062
237,024
-
1
8
(299)
-
(290)
237,764
11,541
9,912
258,927
International Biotechnology Trust plc | Notes to the Financial Statements
67
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
At the year end, approximately 99% (2018: 99%) of the Company’s net assets were denominated in currencies other than sterling. This
level of exposure is broadly representative of the levels throughout the year.
Foreign currency sensitivity
During the financial year sterling weakened by 6.3% against the US dollar, 4.1% against the Swiss franc and by 1.0% against the Euro
(2018: strengthened 0.9%, 1.5% and 3.1% respectively). Given the movements over the last two years, a change of 10% or even more is
possible.
The following table illustrates the sensitivity of the profit after taxation for the year and the equity in regard to the Company’s financial
assets and financial liabilities, assuming a 10% change in exchange rates.
If pound sterling had weakened against the exposure currencies, with all other variables held constant, this would have affected Company
net assets and net (loss)/profit for the year attributable to equity Shareholders as follows:
US dollars
Euros
Danish krone
Swiss francs
At 31 August 2019
£’000
At 31 August 2018
£’000
21,963
1,032
707
1
23,746
1,154
992
1
23,703
25,893
If sterling had strengthened against the exposure currencies, with all other variables held constant, this would have affected Company net
assets and net (loss)/profit after taxation attributable to equity Shareholders as follows:
US dollars
Euros
Danish krone
Swiss francs
At 31 August 2019
£’000
At 31 August 2018
£’000
(21,963)
(1,032)
(707)
(1)
(23,746)
(1,154)
(992)
(1)
(23,703)
(25,893)
In the opinion of the Directors, the above sensitivity analyses are not necessarily representative of the year as a whole, since the level of
exposure changes as part of the currency risk management process used to meet the Company’s objectives.
c. Interest rate risk
The Company will be affected by interest rate changes as it holds interest-bearing financial assets and liabilities. Interest rate changes will
also have an impact in the valuation of investments, although this forms part of price risk, which is considered separately above.
Management of the risk
Interest rate risk is limited by the Company’s financial structure with operations mainly financed through the share capital, share premium
and retained reserves. The majority of the Company’s financial assets are, under normal circumstances, equity shares and other investments
which neither pay interest nor have a stated maturity date. Liquidity and overdraft facilities are managed with the aim of increasing
returns for Shareholders.
68
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
In the normal course of business, the Company’s policy is to be fully invested and, other than as arising from the timing of investment
transactions, the cash holding is kept to a minimum.
At the year end £nil (2018: £374,000) was drawn down under the Company’s committed overdraft facility.
It is not the Company’s policy to use derivative instruments to mitigate interest rate risk, as the Board believes that the effectiveness of
such instruments does not justify the costs involved.
Interest rate exposure
The exposure, at 31 August 2019, of financial assets and liabilities to interest rate risk is shown by reference to:
Floating interest rates (i.e. giving cash flow interest rate risk) - when the rate is due to be re-set; and
Fixed interest rates (i.e. giving fair value interest rate risk) - when the financial instrument is due for repayment.
Within
one year
£’000
At 31 August 2019
More than
one year
£’000
Total
£’000
At 31 August 2018
More than
one year
£’000
Within
one year
£’000
Exposure to floating interest rates:
Cash and cash equivalents
Exposure to fixed interest rates:
Non-current asset investments held at
fair value through profit or loss
886
202
Total exposure to interest rates
1,088
-
-
-
886
(232)
202
-
1,088
(232)
-
-
-
Total
£’000
(232)
-
(232)
The above amounts are not necessarily representative of the exposure to interest rates in the year ahead, as the level of cash or cash
like assets such as money market funds and borrowings varies during the year according to the performance of the stock market, events
within the wider economy and opportunities within the unquoted market and the Fund Manager’s decisions on the best use of cash or
borrowings over the year. During the year under review the level of financial assets and liabilities exposed to interest rates fluctuated
between £0m and £15.3m.
Interest rate sensitivity
The following table illustrates the sensitivity of the profit after taxation for the year and equity to an increase or decrease of 50 (2018:
50) basis points in interest rates in regard to the Company’s monetary financial assets, which are subject to interest rate risk. This level of
change is considered to be reasonably possible based on observation of current market conditions.
The sensitivity analysis is based on the Company’s monetary financial instruments held at each Balance Sheet date, with all other variables
held constant.
International Biotechnology Trust plc | Notes to the Financial Statements
69
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
At 31 August 2019
At 31 August 2018
Increase in rate
£’000
Decrease in rate
£’000
Increase in rate
£’000
Decrease in rate
£’000
Effect on revenue return
Effect on capital return
Effect on total return on net assets
4
-
4
(4)
-
(4)
(1)
-
(1)
1
-
1
In the opinion of the Directors, the above sensitivity analyses may not be representative of the year as a whole, since the level of exposure
may change.
2. Credit Risk
In undertaking purchases and sales of investments, there is a risk that the counterparty will not deliver the investment before or after
the Company has fulfilled its responsibilities. Additionally, the Company has funds on deposit with banks or in money market funds.
HSBC Bank plc is the Custodian of the Company’s assets. The Company’s investments are held in accounts which are segregated from the
Custodian’s own trading assets. If the Custodian were to be become insolvent, the Company’s right of ownership is clear and they are
therefore protected. However cash balances deposited with the Custodian may be at risk in this instance, as the Company would rank
alongside other creditors.
Management of the risk
During the year the Company bought and sold investments only through brokers which had been approved by the Fund Manager as
acceptable counterparties. The Company invests in markets that operate a ‘Delivery Versus Payment’ settlement process which mitigates
the risk of losing the principal of a trade during settlement. In addition, limits are set as to the maximum exposure to any individual broker
that may exist at any time. These limits are reviewed regularly.
Cash balances will only be deposited with reputable banks with high quality credit ratings.
Credit risk exposure
Sales awaiting settlement
Accrued income
Cash at bank
At 31 August 2019
£’000
At 31 August 2018
£’000
2,491
67
886
3,444
-
1
142
143
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the likelihood of a
material credit default is considered to be low.
None of the Company's financial assets are past due or impaired.
3. Liquidity risk
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities.
70
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
Management of the risk
Liquidity and cash flow risk are minimised as the Fund Manager aims to hold sufficient Company assets in the form of readily realisable
securities which can be sold to meet funding commitments as necessary. In addition, the Company has an overdraft facility with HSBC Bank
plc of £55 million (2018: £35 million).
It should be noted, however, that investments in unquoted securities will not be readily realisable. Furthermore, even where the Company
holds an investment in quoted securities, the Company may be restricted in its ability to trade that investment either because the
investment becomes subject to restrictions when the company concerned becomes publicly quoted or, at certain times, as a consequence of
the Company being privy to confidential price sensitive information as a result of the Fund Manager’s active involvement in that company.
Liquidity risk exposure
As an Investment Trust, the Company has limited liquidity risk. In any event, the Company estimates it could liquidate 59.1% of the
portfolio within five days if required. A summary of the Company’s financial liabilities is provided below in sub-note 6.
4. Specific Risk
As well as the general risk factors outlined above, investing in the biotechnology sector carries some particular risks:
(a)
the stock prices of publicly quoted biotechnology companies have been characterised by periods of high volatility
(b)
a significant proportion of the Company’s investments will be in companies whose securities are not publicly traded or freely
marketable and may, therefore, be difficult to realise. In addition, there are inherent difficulties in valuing unquoted investments
and the realisations from sales of investments could be less than their carrying value
(c)
biotechnology companies typically have a limited product range and those products may be subject to extensive government
regulation. Obtaining necessary approval for new products can be a lengthy process, which is expensive and uncertain as to
outcome
(d)
technological advances can render existing biotechnology products obsolete
(e)
intense competition exists in certain product areas in relation to obtaining and sustaining proprietary technology protection and
the complex nature of the technologies involved can lead to patent disputes
(f)
certain biotechnology companies may be exposed to potential product liability risks, particularly in relation to the testing,
manufacturing and sales of healthcare products
(g)
biotechnology companies spend a considerable proportion of their resources on R&D, which may be commercially unproductive
or require the injection of further funds to exploit the results of their work
(h)
the growing cost of providing healthcare has placed financial strains on governments, insurers, employers and individuals, all
of whom are searching for ways to reduce costs. As a result, certain areas may be affected by price controls and reimbursement
limitations
5. Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried in the Balance Sheet at fair value or the Balance Sheet amount is a reasonable
approximation of fair value. The fair value of Quoted shares and securities is based on the bid price or last traded price, depending on
the convention of the exchange on which the investment is quoted.
Unquoted investments are valued in accordance with IPEVC Guidelines. The methods commonly used to value unquoted securities are
stated in accounting policy 1(f).
International Biotechnology Trust plc | Notes to the Financial Statements
71
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
6. Summary of financial assets and financial liabilities by category
The carrying amounts of the Company’s financial assets and financial liabilities as recognised at the Balance Sheet date of the reporting
periods under review are categorised as follows:
Financial assets
Financial assets at fair value through profit or loss:
At 31 August 2019
£’000
At 31 August 2018
£’000
Non-current asset investments - designated as such on initial recognition
237,360
263,025
Cash and receivables:
Current assets:
Receivables
Cash and cash equivalents
Total current assets
Financial liabilities
Measured at amortised cost
Creditors: amounts falling due within one month:
Purchases awaiting settlement
Bank overdraft
Accruals
Payables
2,587
886
3,473
28
142
170
At 31 August 2019
£’000
At 31 August 2018
£’000
42
-
1,221
20
1,283
-
374
345
25
744
Note: Amortised cost is the same as the carrying value shown above.
7. Classification under the fair value hierarchy
The table below sets out fair value measurements using the IFRS 7 fair value hierarchy:
(i) Financial assets at fair value through profit or loss
At 31 August 2019
Equity investments
Fixed interest investments
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
237,158
202,215
202
-
237,360
202,215
-
-
-
34,943
202
35,145
72
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019
NOTES TO THE FINANCIAL STATEMENTS
At 31 August 2018
Equity investments
Fixed interest investments
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
262,655
230,589
370
-
263,025
230,589
-
-
-
32,066
370
32,436
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policies noted on page 53.
There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out
below.
(ii) Level 3 investments at fair value through profit or loss
Opening valuation
Acquisitions
Disposal proceeds
Total gains / (losses) included in the Statement of Comprehensive Income
- on assets sold
- on assets held at the year end
Closing valuation
At 31 August 2019
£’000
At 31 August 2018
£’000
32,436
1,338
(5,033)
703
5,701
35,145
20,768
6,967
(1,843)
(3,328)
9,872
32,436
International Biotechnology Trust plc | Notes to the Financial Statements
73
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
(iii) Level 3 investments at fair value through profit or loss
Valuation
techniques
Assumption
Discounted cashflow
Discount rate
Probability of
royalty income
Probability of
milestone achievement
Market comparable/
multiple of EBITDA
EBITDA
multiple
At 31 August 2019
Effect of reasonably possible
alternative assumptions
At 31 August 2018
Effect of reasonably possible
alternative assumptions
Carrying
value
£’000
6,056
-
-
2,387
8,443
Favourable
changes
(10% increase)
£’000
Unfavourable
changes
(10% decrease)
£’000
Carrying
value
£’000
Favourable
changes
(10% increase)
£’000
Unfavourable
changes
(10% decrease)
£’000
426
453
279
239
(238)
5,071
(453)
(279)
-
-
222
-
(131)
-
2,013
(1,119)
(239)
1,770
143
(226)
1,397
(1,209)
6,841
2,378
(1,476)
The table above outlines the Level 3 investments where there are considered to be reasonable possible alternatives to the assumptions
used within the valuations. The effects of using the alternatives within the valuations are shown. The table does not include Level 3
investments where there is not considered to be reasonable possible alternatives to the assumptions used within the valuations or where
no assumptions are used in the valuations (e.g. where the Level 3 investment is valued by reference to the initial cost).
8. Capital management policies and procedures
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting year.
Debt
Bank overdraft
Equity
Called up share capital
Reserve
Total equity
Total debt and equity
At 31 August 2019
£’000
At 31 August 2018
£’000
-
374
10,335
229,244
239,579
239,579
10,335
252,138
262,473
262,847
The Company’s capital is managed to ensure that it will continue as a going concern and to maximise the capital return to its equity
Shareholders over the longer-term.
The Board, with the assistance of the Fund Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing
basis. This includes consideration of:
(i) The buyback or issuance of equity shares
(ii) The level of gearing, if any
(iii) The determination of dividend payments, if any
74
International Biotechnology Trust plc | Notes to the Financial Statements
ANNUAL REPORT31 August 2019 NOTES TO THE FINANCIAL STATEMENTS
The Company is subject to externally imposed capital requirements through the Act, with respect to its status as a public limited company.
In addition, with respect to the obligation and ability to pay dividends, the Company must comply with the provisions of Section 1158 CTA
and the Act respectively.
Gearing for this purpose is defined as borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
Borrowings used for investment purposes, less cash
Net assets
Gearing
At 31 August 2019
£’000
At 31 August 2018
£’000
-
239,579
0.0%
232
262,473
0.1%
Borrowings are made on a relatively short-term basis to exploit specific investment opportunities, rather than to apply long-term structural
gearing to the Company’s portfolio of investments.
24. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The
chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has
been identified as the Board.
The Board is of the opinion that the Company is engaged in a single segment of business, namely the investment in development stage
biotechnology and other life sciences companies in accordance with the Company’s investment objective, and consequently no segmental
analysis is provided.
International Biotechnology Trust plc | Notes to the Financial Statements
75
75
ANNUAL REPORT31 August 2019 COMPANY SUMMARY, SHAREHOLDER
INFORMATION, DIRECTORS AND ADVISERS
Company Status
The Company was established in 1994 as an independent
investment trust whose shares are listed on the London Stock
Exchange (Ordinary shares: ISIN No: GB0004559349; EPIC Code:
IBT). The Company is registered in England and Wales with a
company number of 2892872.
Life of the Company
The Company’s Articles of Association provide for Directors to put
forward a proposal for the continuation of the Company at the
Company’s AGM at two-yearly intervals. Accordingly, a proposal
will be put forward at the AGM to be held on Wednesday, 11
December 2019.
Share Price and NAV Information
The Company’s shares are listed on the London Stock Exchange.
The Company’s share price is quoted daily in The Financial Times.
The Company releases its NAV per share to the market on a daily
basis.
information on investee companies, monthly fact sheets, the
latest published Annual and Half Yearly Financial Statements and
access to recent market announcements.
Directors
John Aston OBE (Chairman)
Véronique Bouchet (Senior Independent Director)
Caroline Gulliver (Chair of the Audit Committee)
Jim Horsburgh
Advisers
Fund Manager and AIFM
SV Health Managers LLP
71 Kingsway, London, WC2B 6ST
Telephone: 020 7421 7070
Company Secretary and Registered Office
BNP Paribas Secretarial Services Limited
10 Harewood Avenue, London NW1 6AA
Telephone: 020 7410 5971
Email: secretarialservice@uk.bnpparibas.com
Association of Investment Companies
Administrator, Banker and Custodian
The Company is a member of the Association of Investment
HSBC Bank plc
Companies (the AIC). Further information on the AIC can be
8 Canada Square, London E14 5HQ
found at its website, www.theaic.co.uk.
Financial Calendar
January
Payment of first interim dividend
April
Half Yearly Results announced
August
Payment of second interim dividend
31 August
Year End
October
Annual Results announced
December
Annual General Meeting (AGM)
Shares in Issue
As at 31 August 2019, the Company had 41,342,663 Ordinary
shares of 25p each in issue which included 2,945,000 Ordinary
shares of 25p each held in treasury.
Website
The Company’s website is located at www.ibtplc.com. The
site provides share price and NAV information as well as
details of the Board of Directors and SV Health Managers LLP
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Atria One, 144 Morrison Street, Edinburgh EH3 8EX
Stockbroker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square, London EC4M 7LT
Registrar
Equiniti Limited
Aspect House, Spencer Road
Lancing, West Sussex BN99 6DA
Shareholder Helpline: 0371 384 2624*
Overseas Helpline: +44 121 415 7047
Website: www.shareview.co.uk
* Lines are open from 8.30 am to 5.30 pm Monday to Friday
(excluding public holidays in England and Wales).
76
International Biotechnology Trust plc | Notes to the Financial Statements
International Biotechnology Trust plc | Company Summary, Shareholder Information, Directors and Advisers
ANNUAL REPORT31 August 2019 ALTERNATIVE INVESTMENT FUND
MANAGER’S DISCLOSURE
SV Health Managers LLP is the Company’s Alternative Investment
(Reciprocal Enforcement) Act 1933 or the Civil Jurisdiction and
Fund Manager (AIFM). Details of the Management Agreements
Judgments Act 1982 applies can also be enforced in England
dated 11 February 2017 are included in the Directors’ Report on
and Wales by making an application to the High Court for an
page 26.
order for registration of the judgement for enforcement. The
judgement debtor may appeal/challenge registration on limited
The below disclosures include information required by the FCA
grounds. It may also be possible to enforce a judgement obtained
FUND 3.2 and 3.3.
Investment management
The AIFM provides portfolio management of assets and
investment advice in relation to the assets of the Company. The
Board remains responsible for setting the investment strategy,
in a country to which none of the above regimes apply in England
and Wales if such judgement is: (1) final and conclusive on the
merits; (2) given by a Court regarded by English law as competent
to do so; and (3) for a fixed sum of money.
Professional liability risk
investment policy and investment guidelines and the AIFM
The AIFM maintains both the capital requirements and the
operates within these guidelines. Any material changes to the
required professional indemnity insurance at the level required
published investment policy are put to Shareholders for a vote.
under AIFM Rules in order to cover potential liability risks arising
Any changes to the investment strategy are agreed by the Board
from professional negligence.
of the Company.
Company management
Details of the Company’s investment objective and policy, and
The Board announced on 21 July 2016 that with effect from 21
investment strategy, including limits, are on page 19 of the
July 2016 the Company had entered in to new Agreements with
Annual Report 2019.
Contractual relationship with the Company
The Articles of Association between the Company’s Shareholders
and the Company is governed by English law and, by purchasing
the relevant suppliers of services to the Company to comply with
AIFMD. The Agreements with the Company’s Fund Manager and
AIFM – SV Health Managers LLP, the Company Secretary BNP
Paribas Securities Services S.C.A. and Administrator, HSBC Security
Services Ltd – differ only to the extent necessary to comply with
shares, investors agree that the Courts of England have exclusive
the AIFMD.
jurisdiction to settle any disputes. All communications in
connection with the purchase of the Company’s shares will be
in English. Certain judgements obtained in EU Member States
(excluding Denmark at this time) in proceedings commenced
on or after 10 January 2017, can be enforced in England and
Wales under the Recast Brussels Regulation by obtaining a
certificate from the court of origin certifying that the judgement
Also on 21 July 2016, the Company appointed HSBC Bank plc to
the new AIFMD role of Depositary which amended the Custody
Agreement and created a new Custody Agreement with HSBC
Bank plc to reflect the different roles under the AIFMD legislation.
Under the terms of the Depositary Agreement, the Company has
agreed to pay the HSBC Bank plc a fee of 5bps on the net assets
is enforceable, serving the certificate and judgement on the
of the Company.
judgement debtor and, when seeking enforcement, providing
the Courts of England and Wales with an authenticated copy of
Management functions delegated by AIFM
the judgement and certificate and certifying compliance with the
A description of safe-keeping functions, administrative functions
requirements as to service on the debtor. The judgement debtor
and secretarial functions delegated by the AIFM and the identity
can apply for the enforcement of the judgement to be refused
of such delegates can be found on page 26 under the heading
on limited grounds. Further, certain judgements obtained
“Administration, Depositary and Company Secretarial Services”.
in EU Member States (including Denmark) in proceedings
The AIFM does not consider that any conflicts of interest arise
commenced before 10 January 2017, or in Iceland, Norway and
from the delegation of these functions.
Switzerland can be enforced in England and Wales under the
2001 Brussels Regulation or the 2007 Lugano Convention and
certain judgements obtained from a country to which any of
the Administration of Justice Act 1920, the Foreign Judgments
International Biotechnology Trust plc | Alternative Investment Fund Manager’s Disclosure
77
ANNUAL REPORT31 August 2019 ALTERNATIVE INVESTMENT FUND
MANAGER’S DISCLOSURE
Valuation policy
The Company’s portfolio of assets will be valued on each
Dealing Day (a day on which the London Stock Exchange and
banks in England and Wales are normally open for business). All
instructions to issue or cancel Ordinary shares given for a prior
Dealing Day shall be assumed to have been carried out (and any
cash paid or received).
The valuation will be based on the following:
(a)
Cash and amounts held in current and deposit accounts
and in other time-related deposits will be valued at their
nominal value.
(b)
All transferable securities will be valued at fair value:
i.
fair value for quoted investments is deemed to be
bid market prices, or last traded price, depending
on the convention of the exchange on which they
are quoted; and
(c)
All other property contained within the Company’s
portfolio of assets will be priced at a value which, in the
opinion of the AIFM, represents a fair and reasonable
price.
(d)
If there are any outstanding agreements to purchase or
sell any of the Company’s portfolio of assets which are
incomplete, then the valuation will assume completion
of the agreement.
(e)
Added to the valuation will be:
i.
any accrued and anticipated tax repayments of the
Company
ii.
any money due to the Company because of Ordinary
shares issued prior to the relevant Dealing Day
iii.
income due and attributed to the Company but not
received
iv.
any other credit of the Company due to be received
by the Company. Amounts which are de minimis may
be omitted from the valuation
(f)
Deducted from the valuation will be:
i.
ii.
any anticipated tax liabilities of the Company
any money due to be paid out by the Company
because of Ordinary shares bought back by the
Company prior to the valuation
Valuations of NAV per Ordinary share will be suspended only
in any circumstances in which the underlying data necessary to
value the investments of the Company cannot readily or without
undue expenditure be obtained. Any such suspension will be
announced to the Regulatory Information Service.
The Company’s unquoted portfolio of assets will be valued on
each working day in accordance with IFRS and the PE and VC
Valuation guidelines (IPEVC) www.privateequityvaluation.com.
Further information regarding the valuation of unquoted assets
and any sensitivities arising from unobservable inputs can be
found in note 23 to the Financial Statements.
Liquidity risk management
The AIFM has a liquidity management policy which it uses to
monitor the liquidity risk of the Company. Shareholders have
no right to redeem their Ordinary shares from the Company
but may trade their Ordinary shares on the secondary market.
However, there is no guarantee that there is a liquid market in
the Ordinary shares.
Further details regarding the risk management process and
liquidity management are available from the AIFM, on request.
Fees
A description of certain of the fees, charges and expenses and
of the maximum amounts thereof (to the extent that this can be
assessed) which are borne by the Company and thus indirectly by
investors are included in the paragraph ‘Company Management’
on page 77. In addition to the Administration and Depositary
fees, the Company will pay all other fees, charges and expenses
incurred in the operation of its business including, without
limitation:
Brokerage and other transaction charges and taxes
Directors’ fees and expenses
Fees and expenses for custodial, registrar, legal, auditing
and other professional services
Any borrowing costs
The ongoing costs of maintaining the listing of the Ordinary
shares and their continued admission to trading on the
London Stock Exchange
Directors’ and Officers’ insurance premiums
iii.
the principal amount and any accrued but unpaid
Research costs
interest on any borrowings
iv.
any other liabilities of the Company, with periodic
items accruing on a daily basis. Amounts which are
de minimis may be omitted from the valuation
Promotional expenses (including membership of any
industry bodies, including the AIC, and marketing initiatives
approved by the Board)
Costs of printing the Company’s financial reports and
posting them to Shareholders
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International Biotechnology Trust plc | Alternative Investment Fund Manager’s Disclosure
ANNUAL REPORT31 August 2019 ALTERNATIVE INVESTMENT FUND
MANAGER’S DISCLOSURE
Such fees and expenses are not subject to a maximum unit.
Transparency Rules and the Takeover Code, all of which operate
Remuneration of the AIFM staff
to ensure a fair treatment of investors. As at the date of this
Annual Report, no investor has obtained preferential treatment
The AIFM operates under the terms of the Remuneration
or the right to obtain preferential treatment.
Policy Statement. This ensures that the AIFM complies with the
requirements of the FCA’s Remuneration Code (SYSC19A); the
AIFM Remuneration Code (SYSC19B) and the BIPRU Remuneration
Code (SYSC19C).
Following completion of an assessment of the application of the
proportionality principle to the FCA’s AIFM Remuneration Code,
the AIFM has disapplied the pay-out process rules with respect to
it and any of its delegates. This is because the AIFM considers that
it is operating on a small scale, carries out non-complex activities
and has a relatively low risk profile.
Fair treatment of investors
The AIFM has procedures, arrangements and policies in place
to ensure compliance with the principles more particularly
described in the AIFM Rules relating to the fair treatment of
investors. The principles of treating investors fairly include, but
are not limited to:
Acting in the best interests of the Company and of the
Shareholders
Ensuring that the investment decisions taken for the
account of the Company are executed in accordance with
the Company’s investment policy and objective and risk
profile
Ensuring that the interests of any group of Shareholders
Procedure and conditions for the issuance of
Ordinary shares
The Company’s Ordinary shares are admitted to the Official List
of the UKLA and to trading on the main market of the London
Stock Exchange. Accordingly, the Company’s Ordinary shares
may be purchased and sold on the main market of the London
Stock Exchange.
While the Company will typically have Shareholder authority to
buyback shares, Shareholders do not have the right to have their
shares purchased by the Company.
Net asset value
The NAV of the Company’s Ordinary shares is published daily by
the AIFM via a Regulatory Information Service announcement.
Historical performance
Historical financial information demonstrating the Company’s
historical performance can be found on the Long-term Record
page. Copies of the Company’s audited Financial Statements
for the financial year ended 31 August 2019 are available for
inspection at the Registered Office address of BNP Paribas
Secretarial Services Limited and can be viewed on the Company’s
website at www.ibtplc.com.
are not placed above the interests of any other group of
Transfer and reuse of the Company’s assets
Shareholders
Ensuring that fair, correct and transparent pricing models
and valuation systems are used for the Company
The Depositary may not use or re-use the Company’s securities
or other investments without the prior consent of the Company.
Preventing undue costs being charged to the Company and
Periodic disclosures
Shareholders
Taking all reasonable steps to avoid conflicts of interests
and, when they cannot be avoided, identifying, managing,
monitoring and, where applicable, disclosing those conflicts
of interest to prevent them from adversely affecting the
interests of Shareholders
Recognising and dealing with complaints fairly
During the year ended 31 August 2019, the overdraft facility
available to the Company was £55.0m (2018: £35.0m).
Risk management
In its capacity as AIFM, SV Health Managers LLP has a
responsibility for risk management for the Company which is in
addition to the Board’s corporate governance responsibility for
The AIFM maintains and operates organisational, procedural
risk management.
and administrative arrangements and implements policies and
procedures designed to manage actual and potential conflicts
of interest. In addition, as its Ordinary shares are admitted to
the Official List, the Company is required to comply with, among
other things, the FCA’s Listing Rules and Disclosure Guidance and
The Company has risk management controls which are agreed
with the Board. The Fund Manager maintains adequate risk
management systems in order to identify, measure and monitor
principal risks at least annually under AIFMD. The Fund Manager
International Biotechnology Trust plc | Company Summary and Shareholder Information
International Biotechnology Trust plc | Alternative Investment Fund Manager’s Disclosure
79
ANNUAL REPORT31 August 2019 ANNUAL
REPORT
31 August 2019
ALTERNATIVE INVESTMENT FUND
ALTERNATIVE INVESTMENT FUND
MANAGER’S DISCLOSURE
MANAGER’S DISCLOSURE
is responsible for the implementation of various risk activities
The maximum leverage limits are 30.0% for both the gross
such as risk systems, risk profile, risk limits and testing.
method and the commitment method of calculating leverage.
The Board, as part of UK corporate governance, remains
that the Company may employ during the year.
responsible for the identification of significant risks and for
the ongoing review of the Company’s risk management and
At 31 August 2019, actual leverage was zero for both the
internal control processes.
gross method and the commitment method.
There have been no changes to the maximum level of leverage
The AIFM has an ongoing process for identifying, evaluating
At 31 August 2019, £0m was drawn down against the
and managing the principal risks faced by the Company and
uncommitted overdraft facility. The Company has complied
this is regularly reviewed by the Board. The Board remains
with the terms of the facility throughout the financial year.
responsible for the Company’s system of internal control and
Further details can be found in note 12 on page 62 and note
for reviewing its effectiveness. Further details can be found in
23 on page 71.
the Strategic Review on pages 19 to 22 of the Annual Report
2019 and in note 23 to the Financial Statements 2019 on
Periodic disclosures will be made to investors through the
pages 65 to 75.
Company’s website, www.ibtplc.com, regarding the following
areas as required:
Brokerage and other transaction charges and taxes;
Directors’ fees and expenses
Fees and expenses for custodial, registrar, legal, auditing
and other professional services
Any borrowing costs
The ongoing costs of maintaining the listing of the
Ordinary shares and their continued admission to
trading on the London Stock Exchange
Directors’ and Officers’ insurance premiums
Research costs
Promotional expenses (including membership of any
industry bodies, including the AIC, and marketing
initiatives approved by the Board)
Costs of printing the Company’s financial reports and
posting them to Shareholders
Valuation of illiquid assets
The Directive requires the disclosure of the percentage of the
AIF’s assets which are subject to special arrangements arising
from their illiquid nature. Further, any new arrangements for
managing the liquidity of the Company must be disclosed.
The liquidity management policy requires the AIFM to
identify and monitor its investment in asset classes which
are considered to be relatively illiquid. The majority of the
Company’s investment portfolio is invested directly in liquid
equities and this equity portfolio is monitored on an ongoing
basis to ensure that it is adequately diversified.
The liquidity management policy is reviewed and updated, as
required, on at least an annual basis.
Leverage
The Company uses leverage to increase its exposure primarily
for short-term
investment opportunities. The AIFM
in
dialogue with the Board has set maximum levels of leverage
that are reasonable. It has implemented systems to calculate
and monitor compliance against these limits and has ensured
that the limits have been complied with at all times.
80
80
International Biotechnology Trust plc | Alternative Investment Fund Manager’s Disclosure
ANNUAL REPORT31 August 2019
31 August 2019
ANNUAL
REPORT
ALTERNATIVE INVESTMENT FUND
ALTERNATIVE INVESTMENT FUND
MANAGER’S DISCLOSURE
MANAGER’S DISCLOSURE
STATEMENT OF THE DEPOSITARY’S
RESPONSIBILITIES
The Depositary also has a duty to take reasonable care to
ensure that the Company is managed in accordance with
the Articles of Association in relation to the investment and
borrowing powers applicable to the Company.
Having carried out such procedures as we consider necessary
to discharge our responsibilities as Depositary of the Company,
it is our opinion, based on the information available to us
and the explanations provided, that in all material respects
the Company, acting through the AIFM has been managed in
accordance with the rules in the Sourcebook, the Articles of
Association of the Company and as required by the AIFMD.
HSBC Bank plc
28 October 2019
Statement of the Depositary’s Responsibilities
in Respect of the Scheme and Report of the
Depositary to the Shareholders of International
Biotechnology Trust plc (the Company) for the
Year Ended 31 August 2019
The Depositary must ensure that the Company is managed
in accordance with the FCA’s Investment Funds Sourcebook,
(the Sourcebook), the Alternative Investment Fund Managers
Directive (AIFMD) (together the Regulations) and the
Company’s Articles of Association.
The Depositary must in the context of its role act honestly,
fairly, professionally, independently and in the interests of
the Company and its investors.
The Depositary is responsible for the safekeeping of the assets
of the Company in accordance with the Regulations.
The Depositary must ensure that:
The Company’s cash flows are properly monitored
and that cash of the Company is booked into the cash
accounts in accordance with the Regulations
The
sale,
issue,
repurchase,
redemption and
cancellation of shares are carried out in accordance
with the Regulations
The assets under management and the NAV per share
of the Company are calculated in accordance with the
Regulations
Any consideration relating to transactions in the
Company’s assets is remitted to the Company within
the usual time limits
That the Company’s income is applied in accordance
with the Regulations
The instructions of the Alternative Investment Fund
Manager (the AIFM) are carried out (unless they
conflict with the Regulations)
International Biotechnology Trust plc | Statement of the Depositary’s Responsibilities
81
81
ANNUAL REPORT31 August 2019
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting (AGM)
of International Biotechnology Trust plc will be held at 2.30
pm on Wednesday, 11 December 2019 at the offices of BNP
Paribas Securities Services S.C.A, 10 Harewood Avenue, London
NW1 6AA, to consider and, if thought fit, to pass the following
resolutions, of which resolutions 1 to 12 will be proposed as
ordinary resolutions and resolutions 13 to 16 will be proposed
as special resolutions.
Ordinary resolutions
1.
To receive the Directors’ Report and the audited Financial
Statements for the year ended 31 August 2019.
2.
To approve the Annual Report on Directors’ Remuneration
for the year ended 31 August 2019.
capital of the Company on 28 October 2019 (excluding
treasury shares) (being the latest practicable date prior to
the publication of this Notice of Meeting)), such authority
to apply until the end of the annual general meeting of
the Company (“AGM”) to be held in 2020 (or 15 months
from the date of passing this resolution, whichever is
earlier, unless previously revoked, varied or renewed, by
the Company in General Meeting) save that the Company
may make offers and enter into agreements before the
expiry of this authority which would, or might, require
Ordinary shares to be allotted or rights to subscribe for or
convert securities into Ordinary shares to be granted after
the authority ends and the Directors may allot Ordinary
shares or grant rights to subscribe for or convert securities
into Ordinary shares under any such offer or agreement as
3.
To approve the Company’s dividend policy of making
if the authority had not ended.
dividend payments, equivalent to 4% of the Company’s
NAV as at the last day of the Company’s preceding financial
year, through two equal semi-annual distributions.
To re-elect Mr John Aston as a Director of the Company.
To re-elect Dr Véronique Bouchet as a Director of the
4.
5.
Company.
6.
To re-elect Mrs Caroline Gulliver as a Director of the
Company.
7.
8.
To re-elect Mr Jim Horsburgh as a Director of the Company.
To re-appoint PricewaterhouseCoopers LLP as the
Independent Auditors of the Company from the
conclusion of this Meeting until the conclusion of the
next AGM at which the Financial Statements are laid
before Members.
9.
To authorise the Directors to determine the Auditors’
remuneration.
10.
To consider and, if thought fit, pass the following
resolutions:
THAT, in accordance with the Articles of Association, the
Company should continue as an investment trust for a
further two year period.
11. THAT, the Directors of the Company be and are hereby
generally and unconditionally authorised pursuant to
Section 551 of the Act, to exercise all the powers of the
Company to allot Ordinary shares in the Company and
to grant rights to subscribe for or convert any security
into Ordinary shares in the Company up to an aggregate
nominal amount of £963,941.50, equivalent to 3,855,766
Ordinary shares (being 10% of the issued Ordinary share
12. THAT, subject to the passing of resolution 11, the Directors
of the Company be and are hereby generally and
unconditionally authorised pursuant to Section 551 of the
Act, to exercise all the powers of the Company to allot
Ordinary shares in the Company and to grant rights to
subscribe for or convert any security into Ordinary shares
in the Company up to an aggregate nominal amount
of £963,941.50, equivalent to 3,855,766 Ordinary shares
(being 10% of the issued Ordinary share capital of the
Company on 28 October 2019 (excluding treasury shares)
(being the latest practicable date prior to the publication
of this Notice of Meeting)), such authority to be in
addition to the authority granted pursuant to resolution
11 above and to apply until the end of the AGM to be
held in 2020 (or 15 months from the date of passing this
resolution, whichever is earlier, unless previously revoked,
varied or renewed, by the Company in General Meeting)
save that the Company may make offers and enter into
agreements before the expiry of this authority which
would, or might, require Ordinary shares to be allotted or
rights to subscribe for or convert securities into Ordinary
shares to be granted after the authority ends and the
Directors may allot Ordinary shares or grant rights to
subscribe for or convert securities into Ordinary shares
under any such offer or agreement as if the authority had
not ended.
Special resolutions
13. THAT, subject to the passing of resolution 11, the Directors
be and are hereby authorised pursuant to Sections 570
and 573 of the Act, to allot equity securities (as defined
in Section 560 in the Act) for cash under the authority
conferred on the Directors by resolution 11 above and/
82
International Biotechnology Trust plc | Notice of Meeting
ANNUAL REPORT31 August 2019 NOTICE OF MEETING
or to sell Ordinary shares from treasury shares for cash
(a)
the maximum number of Ordinary shares hereby
as if Section 561 of the Act did not apply to any such
authorised to be purchased is 5,779,793 (being
allotment or sale up to an aggregate nominal amount
14.99% of the issued Ordinary share capital at the
of £963,941.50 equivalent to 3,855,766 Ordinary shares
date of this Notice);
(being 10% of the Company’s existing issued Ordinary
share capital (excluding treasury shares) on 28 October
(b) the maximum price, exclusive of expenses, which
may be paid for any such Ordinary share shall be the
2019 (being the latest practicable date prior to the
higher of:
publication of this Notice of Meeting)), such authority
to apply until the end of the AGM to be held in 2020
(or, 15 months from the date of passing this resolution,
whichever is earlier, unless previously revoked, varied
or renewed, by the Company in General Meeting)
but in each case, prior to its expiry the Company may
make offers, and enter into agreements, which would,
or might, require equity securities to be allotted (and
treasury shares to be sold) after the authority expires
and the Directors may allot equity securities (and sell
treasury shares) under any such offer or agreement as if
the authority had not expired.
14. THAT, subject to the passing of resolution 12, the
Directors of the Company be authorised (and in addition
to any authority granted under resolution 13) to allot
equity securities (as defined in Section 560 in the Act)
for cash under the authority conferred on the Directors
by resolution 12 above and/or to sell Ordinary shares
from treasury shares for cash as if Section 561 of the
Act did not apply to any such allotment or sale up to an
aggregate nominal amount of £963,941.50 equivalent to
3,855,766 Ordinary shares (being 10% of the Company’s
existing issued Ordinary share capital (excluding treasury
shares) on 28 October 2019 (being the latest practicable
date prior to the publication of this Notice of Meeting)),
(i)
an amount equal to 105% of the average of the
closing middle market quotations for an Ordinary
share (as derived from the London Stock Exchange
Daily Official List) for the five Business Days
immediately preceding the day on which that
Ordinary share is contracted to be purchased; and
(ii)
the higher of the price of the last independent
trade and the highest current independent bid
on the London Stock Exchange at the time the
purchase is carried out;
c.
the minimum price which may be paid for such
Ordinary share is 25p per share; and
d.
unless previously revoked or varied the authority
conferred hereby shall expire at the end of the AGM
of the Company to be held in 2020 or, if earlier, on
the expiry of 15 months from the date of passing
this resolution, (unless previously revoked, varied
or extended by the Company in General Meeting),
except that the Company may before such expiry
enter into a new contract or contracts to purchase
such Ordinary shares under the authority conferred
hereby that will or may be executed wholly or partly
after the expiry of such authority and the Company
may make a purchase of Ordinary shares in pursuance
of any such contract or contracts as if the authority
such authority to apply until the end of the AGM to be
had not expired.
held in 2020 (or, 15 months from the date of passing this
resolution, whichever is earlier, unless previously revoked,
varied or renewed, by the Company in General Meeting)
but in each case, prior to its expiry the Company may
make offers, and enter into agreements, which would,
or might, require equity securities to be allotted (and
treasury shares to be sold) after the authority expires
16.
THAT, a General Meeting (other than an AGM) may
be called on not less than 14 clear days’ notice, such
authority to expire at the conclusion of the next AGM
of the Company or on the expiry of 15 months from
the date of the passing of this resolution (whichever is
earlier).
and the Directors may allot equity securities (and sell
By order of the Board
treasury shares) under any such offer or agreement as if
the authority had not expired.
15. THAT, the Company be generally and unconditionally
authorised, for the purposes of Section 701 of the Act
to make one or more market purchases (within the
meaning of Section 693(4) of the Act) of Ordinary shares
of 25p each in the capital of the Company, subject to the
following restrictions and provisions:
BNP PARIBAS SECRETARIAL SERVICES LIMITED
Company Secretary
Registered Office:
10 Harewood Avenue
London NW1 6AA
28 October 2019
International Biotechnology Trust plc | Company Summary and Shareholder Information
International Biotechnology Trust plc | Notice of Meeting
83
ANNUAL REPORT31 August 2019
ANNUAL
REPORT
31 August 2019
NOTICE OF MEETING
Notes
1.
Ordinary Shareholders are entitled to attend and
vote at the Meeting and to appoint one or more
proxies or corporate representatives to exercise all
or any of their rights to attend, speak and vote on
their behalf at the Meeting but only if each proxy
or corporate representative is appointed to vote on
separate or separate blocks of shares registered to the
Shareholder. A proxy need not be a Member of the
Company. A proxy form is enclosed accordingly. To be
valid, the proxy form should be completed, signed and
returned in accordance with the instructions printed
thereon.
2.
Any person to whom this notice is sent, who is a
person nominated under Section 146 of the Act to
enjoy information rights (a Nominated Person) may,
under an agreement between him or her and the
Shareholder by whom he or she was nominated, have
a right to be appointed (or to have someone else
appointed) as a proxy for the AGM. If a Nominated
Person has no such proxy appointment right or does
not wish to exercise it, he or she may, under any
such agreement, have a right to give instructions to
the Shareholder as to the exercise of voting rights.
The statement of the rights of Shareholders in relation
to the appointment of proxies in this note does not
apply to Nominated Persons. The rights described in
this note can only be exercised by Shareholders of the
Company.
3.
Pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, the Company has specified
that only those Shareholders registered in the Register
of Members of the Company at 6.30 pm on Monday,
9 December 2019, or 6.30 pm two working days prior
to the date of an adjourned Meeting, shall be entitled
to attend and vote at the Meeting in respect of the
number of shares registered in their name at that time.
Changes to the Register of Members after 6.30 pm
on Monday, 9 December 2019 shall be disregarded
in determining the right of any person to attend
and vote at the Meeting. The voting record date has
been determined as Monday, 9 December 2019.
4.
In the case of joint holders of a share the vote of
the first named on the Register of Members who
tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the
other joint holders.
5.
Members
(and
any proxies or
corporate
representatives appointed) agree, by attending the
Meeting, that they are expressly requesting and are
willing to receive any communications relating to
the Company’s securities made at the Meeting.
6.
Proxies may be submitted electronically at www.
sharevote.co.uk by entering the Voting ID, Task ID
and Shareholder Reference ID set out in the attached
proxy form.
Alternatively, Ordinary Shareholders who have
already registered with Equiniti’s Shareview service
can appoint their proxy/proxies by logging onto their
account at www.shareview.co.uk using their usual
user ID and password. Once logged in simply click
“View” on the “My Investments” page, click on the
link to vote then follow the on screen instructions.
7.
CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the AGM to be
held on Wednesday, 11 December 2019 and any
adjournment(s) thereof by using the procedures
described in the CREST Manual on the Euroclear
website
(www.euroclear.com). CREST personal
members or other CREST sponsored members, and
those CREST members who have appointed a voting
service provider(s), should refer to their CREST
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International Biotechnology Trust plc | Notice of Meeting
ANNUAL REPORT31 August 2019
31 August 2019
NOTICE OF MEETING
ANNUAL
REPORT
sponsor or voting service provider(s), who will be able
limitations of the CREST system and timings.
to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made
Instruction in the circumstances set out in Regulation
using the CREST service to be valid, the appropriate
35(5)(a) of the Uncertificated Securities Regulations
The Company may treat as invalid a CREST Proxy
CREST message (a CREST Proxy Instruction) must be
2001.
properly authenticated in accordance with Euroclear
UK & Ireland Limited’s specifications and must contain
8.
You should not use any electronic address provided
the information required for such instructions, as
either in the Notice of Meeting or any related documents
described in the CREST Manual. The message, regardless
(including the form of proxy) to communicate with the
of whether it constitutes the appointment of a proxy
Company for any purposes other than those expressly
or an amendment to the instruction given to a
stated.
previously appointed proxy must, in order to be valid,
be transmitted so as to be received by the issuer’s agent
9.
Copies of the Appointment Letters of the non-
(ID RA19) by 2.30pm on Monday, 9 December 2019. For
executive Directors,
the Company’s Articles of
this purpose, the time of receipt will be taken to be the
Association and a statement of all transactions of each
time (as determined by the timestamp applied to the
Director and of their family interests in the shares
message by the CREST Applications Host) from which
of the Company, will be available for inspection by
the issuer’s agent is able to retrieve the message by
any Shareholder of the Company at the Registered
enquiry to CREST in the manner prescribed by CREST.
Office of the Company during normal business hours
After this time any change of instructions to proxies
on any weekday (English public holidays excepted)
appointed through CREST should be communicated to
and at the AGM by any attendee, for at least 15
the appointee through other means.
minutes prior to, and during, the AGM. None of the
Directors has a contract of service with the Company.
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note
10.
The biographies of the Directors offering themselves
that Euroclear UK & Ireland Limited does not make
for re-election are set out on page 24 of the Company’s
available special procedures in CREST for any particular
Annual Report for the year ended 31 August 2019 and
messages. Normal system timings and
limitations
set out each Director’s experience. These, along with
will therefore apply in relation to the input of CREST
the disclosure in the Corporate Governance Statement
Proxy Instructions. It is the responsibility of the CREST
on pages 25 and 26 explains why the Directors’
member concerned to take (or, if the CREST member is
contributions are important to the Company’s long-
a CREST personal member or sponsored member or has
term sustainable success.
appointed a voting service provider(s), to procure that
his CREST sponsor or voting service provider(s) take(s))
11.
As at 24 October 2019, 38,557,663 Ordinary shares of
such action as shall be necessary to ensure that a
25 pence were in issue and 2,785,000 Ordinary shares
message is transmitted by means of the CREST system by
were held in treasury (equivalent to 7.22% of the issued
any particular time. In this connection, CREST members
share capital, including treasury shares). Accordingly,
and, where applicable, their CREST sponsors or voting
the total number of voting rights of the Company as at
service provider(s) are referred, in particular, to those
24 October 2019 is 38,557,663.
sections of the CREST Manual concerning practical
International Biotechnology Trust plc | Notice of Meeting
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ANNUAL REPORT31 August 2019
NOTICE OF MEETING
12.
If the Chairman, as a result of any proxy appointments, is
16.
The Board encourages Shareholders to submit any
given discretion as to how the votes of those proxies are
questions they may wish to raise at the AGM in writing
cast and the voting rights in respect of those discretionary
to the Company Secretary in advance of the Meeting. The
proxies, when added to the interests of the Company’s
Company Secretary can be contacted by writing to: BNP
securities already held by the Chairman, result in the
Paribas Secretarial Services Limited, 10 Harewood Avenue,
Chairman holding such number of voting rights that he has
London NW1 6AA or by email at secretarialservice@
a notifiable obligation under the Disclosure Guidance and
uk.bnpparibas.com.
Transparency Rules, the Chairman will make the necessary
notifications to the Company and the FCA. As a result, any
17.
As soon as practicable following the AGM, the results of
Member holding 3 per cent. or more of the voting rights
the voting at the Meeting and the number of votes cast for
in the Company who grants the Chairman a discretionary
and against and the number of votes withheld in respect
proxy in respect of some or all of those voting rights and
of each resolution will be announced via a Regulatory
so would otherwise have a notification obligation under
Information Service and placed on the Company’s website.
the Disclosure Guidance and Transparency Rules, need not
Under Section 527 of the Act, Shareholders meeting the
make a separate notification to the Company and the FCA.
threshold requirements set out in that Section have the
right to require the Company to publish on a website a
13.
The Annual Report and this Notice of Meeting will be
statement setting out any matter relating to:
available on the Company’s website, www.ibtplc.com,
from the date of the announcement of the Company’s
annual results to the market. The Annual Report contains
details of the total number of shares in the Company in
which Shareholders are entitled to exercise voting rights,
along with the total number of votes that Shareholders
are entitled to exercise at the Meeting in respect of each
share class.
14.
A personalised proxy form will be sent to each registered
Shareholder with the Annual Report and this Notice
of Meeting, and instructions on how to vote will be
contained thereon.
15.
Shareholders are advised that they have the right to have
questions answered at the AGM. The Company must cause
to be answered any such question relating to the business
being dealt with at the AGM but no such answer need be
given if:
(a)
the audit of the Company’s Financial Statements
(including the Independent Auditors’ Report and the
conduct of the audit) that are to be laid before the
AGM
(b)
any circumstance connected with the Auditors of the
Company ceasing to hold office since the previous
meeting at which an Annual Report and Financial
Statements were laid in accordance with Section 437
of the Act.
The Company may not require the Shareholders
requesting any such website publication to pay its
expenses in complying with Sections 527 or 528 of
the Act. Where the Company is required to place
a statement on a website under Section 527 of the
Act, it must forward the statement to the Company’s
Auditors not later than the time when it makes the
statement available on the website.
(a)
to do so would interfere unduly with the preparation
The business which may be dealt with at the AGM
for the Meeting or
involve the disclosure of
includes any statement that the Company has been
confidential information
required under Section 527 of the Act to publish on
(b)
the answer has already been given on the Company’s
a website.
website (www.ibtplc.com) in the form of an answer to
a question
(c)
it is undesirable in the interests of the Company or
the good order of the Meeting that the question be
answered.
18.
A copy of this Notice, and other information by Section
311A of the Act, can be viewed and/or downloaded
at www.ibtplc.com and, if applicable, any Members’
statements, resolutions or matters of business received by
the Company after the date of this Notice will be available
on the Company’s website www.ibtplc.com.
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International Biotechnology Trust plc | Notice of Meeting
ANNUAL REPORT31 August 2019 ANNUAL
REPORT
31 AUGUST 2019
SV Health Managers LLP
71 Kingsway
London WC2B 6ST
Telephone: +44 (0)20 7421 7070
Fax: +44 (0)20 7421 7077
BNP Paribas Secretarial Services Limited
10 Harewood Avenue
London NW1 6AA
Telephone: +44 (0)20 7410 5971
F o r f urthe r info rma tio n : ww w.ib tpl c.c o m