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For a future
made possible
by science
.
ANNUAL REPORT & ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2022
REGISTRATION NUMBER: 04204490
STOCK CODE: IPO
IP GROUP PLC
CONTENTS
.
BUSINESS OVERVIEW
Ideas powered
01
2022 Highlights
03
Intelligent portfolio
06
Investment case
08
STRATEGIC REPORT
Chairman’s statement
10
CEO review
12
Business model
14
Market environment
16
Our strategy
18
Business performance
21
Portfolio review
23
CFOO review
38
Key performance indicators
44
Meaningful impact
46
Task Force on Climate-related
Financial Disclosures
72
Risk management
85
Principal risks and uncertainties
89
Working with the Group’s stakeholders
99
OUR GOVERNANCE
Board of Directors
109
Corporate governance framework
113
Corporate Governance Statement
114
Nomination Committee Report
129
Directors’ Remuneration Report
140
Audit and Risk Committee Report
163
Directors’ Report
172
Statement of Directors’ responsibilities 176
OUR FINANCIALS
Independent auditor’s report
178
Consolidated statement of
comprehensive income
189
Consolidated statement of
financial position
190
Consolidated statement of cash flows
191
Consolidated statement of
changes in equity
192
Notes to the consolidated
financial statements
193
Company balance sheet
248
Company statement of changes
in equity
249
Notes to the Company financial
statements
250
Company information
264
Forward-looking statements
This Annual Report and Accounts may contain forward-looking statements. These statements reflect the
Board’s current view, are subject to a number of material risks and uncertainties and could change in the
future. Factors that could cause or contribute to such changes include, but are not limited to, the general
economic climate and market conditions, as well as specific factors relating to the financial or commercial
prospects or performance of individual companies within the Group’s portfolio.
Throughout this Annual Report and Accounts, IP Group and its subsidiaries are referred to as ‘IP Group’, the
‘Group’, or the ‘Company’, as appropriate. The Group’s holdings in portfolio companies reflect the undiluted
beneficial equity interest excluding debt, unless otherwise explicitly stated.
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
At IP Group, we understand science.
We understand its impact today and its
potential to shape the future.
With more than 20 years’ experience evolving
great ideas into world-changing businesses,
we also understand that progress takes
patience. That is why we choose partners
with purpose, who, like us, are committed to
impacting the world’s greatest unmet needs.
Together, we accelerate the impact of
science to transform ideas into impact, at
scale. We see a future transformed by human
ingenuity. And we look to make it happen by
spotting the opportunities others miss.
We are one of the most active investors
in university and other research-based
companies in the world, with a proven
track record in backing and nurturing
science and technology-based businesses
to deliver impact and returns. Since the
Group was founded, IP Group and Parkwalk
have backed over 500 companies whose
compelling ideas, products and services
will meaningfully contribute to a healthier,
tech-enriched and regenerative future.
We aim to accelerate the impact of science
for a better future.
Ideas
powered
.
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
01
IP GROUP PLC ANNUAL REPORT 2022
Impact potential
.
Inspiring partners
.
International profile
.
Innovative people
.
We form long-term partnerships with our companies,
bringing them our:
Deep technical expertise and access to networks
Decades of experience nurturing and building
high-growth businesses
Access to capital
Capability in executive search and development
Long-term perspective
Imagination and entrepreneurial outlook
Our international footprint gives us access to a range
of opportunities and provides valuable insight and
resource to support our portfolio companies as they
scale and grow.
UK
US
Australia and New Zealand
Our purpose drives a deep, intrinsic level of
commitment from our team. We look to be a home
for exceptional and innovative talent and have built a
unique and attractive culture to support our goals.
Read about our
people and culture
on
pages 58 to 65
We take a consistent and deliberate approach to
making investments, aligned to our purpose and
ethical investment framework.
Impact is in our DNA. We aim to be the leading
value-add backer of impactful early-stage
innovation, differentiated by our track record, access
to innovation, risk appetite, flexibility, technical
and commercial acumen, sector expertise and
long-term partnership model. The Group invests
in opportunities that offer a market-beating return
by commercialising breakthrough technological
innovations that will have a positive societal impact
in our three thematic focus areas of regenerative
future, healthier future and tech enriched future.
To qualify for investment, opportunities must have
a strong value proposition, defensible technical
differentiation and a large market opportunity.
Our technical acumen and sector insight are
differentiators that enable us to judge the value of
early-stage innovation better than others.
Our investment teams are granted the flexibility
to decide how best to distribute capital in the
respective portfolios to optimise returns. Flexibility is
a core strength. We can back companies with longer
time to market than more time-limited venture funds.
By not exclusively restricting ourselves to a specific
stage, investment quantum or holding size, we can
be opportunistic in pursuing opportunities to create
value and impact where others cannot play.
We aim to initially hold sufficient equity to be an
influential shareholder, and such that the proceeds
of success will justify the resources we will dedicate
to helping each company grow. We work closely
with the companies we invest in and typically take
a board seat, assisting with governance, strategic
planning and many of the other practical elements
of growing an early-stage venture. In particular, we
believe that both technical and commercial talent
are critical to success, so we aim to partner with and
recruit highly talented management teams.
While the Group’s permanent capital structure
permits a long-term approach to investment, we
seek to regularly realise cash gains from our portfolio.
We maintain a proactive approach, typically working
with portfolio company management teams and
co-investors to build relationships with potential
acquirers and anticipate attractive opportunities
for company acquisition. We keep our holdings
in any company under constant review, and may
also divest before the end of the rapid-growth
phase, when upcoming market/company growth
expectations fall short of our benchmarks, when
our proprietary expertise is no longer adding value
and/or the company reaches a stage of maturity
where our proprietary insight no longer gives us an
advantage over the wider market in judging the
prospects of the asset. Realisations can be made
through progressive sales or in a single exit event.
02
IP GROUP PLC ANNUAL REPORT 2022
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
IDEAS POWERED
.
Significant progress in key
themes & companies
Regenerative future (Cleantech)
: Strong
return in the period delivered by uplifts
at First Light Fusion, which achieved
world-first fusion result with ‘projectile
fusion’, externally validated by the
UK Atomic Energy Authority; and Oxbotica
which completed a $140m Series C
financing round at significant uplift
Healthier future (Life Sciences)
: Istesso
commenced Phase 2b trial for its lead
drug MBS2320 in rheumatoid arthritis;
MBS2320 granted Fast Track designation
by the US FDA for the treatment of
patients with idiopathic pulmonary
fibrosis (“IPF”) and also designated it an
orphan drug for the treatment of IPF
Tech-enriched future (Deeptech)
:
Featursepace, Garrison, Saltpay, Ultraleap
all posted double-digit revenue growth;
sale of Re:Infer to global leader UiPath,
delivering IRR of 29%
Delivering evolved strategy
Deeper thematic focus which included
the launch of dedicated cleantech
platform Kiko Ventures
Third-party capital funds under
management increased to
£697m vs £575m in 2021, in line
with long-term strategy
Increased impact, together with Parkwalk,
IP Group is one of the largest investors
in university and other research-based
companies in the world; the most prolific
investor in deeptech companies in the UK
and the second most prolific in Europe
Well financed & resilient portfolio
Strong balance sheet and liquidity to
support new and follow-on investment
in the portfolio with gross cash and
deposits at 31 December 2022 of £241.5m
(2021: £321.9m); total potential liquidity
(including quoted shares and undrawn
debt) of over £500m
Loss in the period of £344.5m
(2021: profit of £449.3m). Driven primarily
by a reduction in the value of our public
companies of £428.5m and in the value
of ONT in particular, which reduced by
£369.7m
Portfolio companies well-funded;
total funds raised by portfolio
£1.0bn (2021: £2.4bn)
Private portfolio company valuations
remained robust with 90% of our portfolio
funding rounds in 2022 taking place at or
above previous funding round valuations
Recommended final dividend of 0.76p per
share to give a total 1.26p for FY22 (interim
dividend of 0.50p per share; 2021 total
dividend of 1.2p per share), completion of
£35m share buyback; £20.3m total capital
returned to shareholders in the year
Post period-end update
Appointment of Anita Kidgell, Head
of Corporate Strategy at GSK plc, as
independent Non-executive Director
The fair value of the Group’s holdings
in listed companies experienced a net
fair value decrease of £26.2m in the
period since 31 December, including
ONT decreasing by £28.3m
We have continued to see strong
commercial progress and interest
in our portfolio this year despite the
economic headwinds and prevailing
geopolitical environment. IP Group
is well financed and our strong
balance sheet allows us to continue
to capitalise on opportunities in the
UK and internationally. Our portfolio
is also well funded which, together
with our decades of experience in
supporting fast growing companies,
ensures our companies are well-
placed to navigate this environment.
While the share prices of our publicly
listed companies and that of the
Group have come under pressure,
we remain focused on generating
returns for all stakeholders and
are confident that our high-quality
portfolio will generate significant
value over time.
Greg Smith
Chief Executive Officer
IP GROUP PLC ANNUAL REPORT 2022
03
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
2022 HIGHLIGHTS
.
500+
10,000+
£93.5m
£1.0bn
6
World First
Impact
Summary financials
Net Asset Value (NAV)
£1,376.1m
2021: £1,738.1m
(Loss)/profit
(£344.5m)
loss
2021: £449.3m profit
Net Asset Value (NAV) per share
132.9pps
2021: 167.0pps
Profit excluding ONT
1
£25.2m
profit
2021: £202.1m profit
Total Portfolio
1
£1,258.5m
2021: £1,507.5m
Net portfolio (losses)/gains
1
(£309.1m)
loss
2021: £499.2m gain
1
Alternative performance measure. See note 29 for definition and reconciliation to IFRS primary statements.
Companies formed and
supported since 2001
Jobs created since 2001
Invested in science-based
businesses during year
Raised by portfolio
companies during year
Aligned with UN Sustainable
Development Goals
Fusion result in 2022
BUSINESS OVERVIEW
.
STRATEGIC REPORT
OUR GOVERNANCE
OUR FINANCIALS
04
IP GROUP PLC ANNUAL REPORT 2022
2022 HIGHLIGHTS
.
Summary financials
Gross cash and deposits
£241.5m
FY 2021: £321.9m
Realisations
£28.1m
FY 2021: £213.9m
Portfolio investment
1
£93.5m
FY 2021: £106.8m
Total dividend
2
1.26pps
FY 2021: 1.20pps
NAV/share p
1
Net Assets divided by the number of
outstanding shares in issue. A useful measure
to compare to the Group’s share price.
2018
2019
2020
2021
2022
115.0p
107.8p
125.3p
167.0p
132.9p
Link to strategy
Link to remuneration
Yes
Return on NAV £
1
Profit for the year excluding share-based
payment charges. Shows a summary of the
income statement gains and losses that directly
impact NAV.
2018
2019
2020
2021
2022
(£75.6)
(£73.7)
£189.5
£452.2
(£341.1)
Link to strategy
Link to remuneration
Yes
1
Alternative performance measure. See note
29 for definition and reconciliation to IFRS
primary statements.
2
Total dividend for 2022 subject to approval
of final dividend of 0.76pps at the Group’s
2023 AGM
BUSINESS OVERVIEW
.
STRATEGIC REPORT
OUR GOVERNANCE
OUR FINANCIALS
05
IP GROUP PLC ANNUAL REPORT 2022
2022 HIGHLIGHTS
.
£1.4bn
132.9p
per share
£1.3bn
75%
of portfolio in
top 20 holdings
Portfolio value
39.6%
(3.5)%
29.3%
23.3%
11.3%
Portfolio analysis
What’s in a share?
Portfolio breakdown
Net Asset Value
Portfolio focus
Top 5 portfolio companies
Other top 20
Other portfolio
Net cash
Other net liabilities
NAV
132.9pps
Number of
companies
Fair value
£
Fair value movement/
return on opening
portfolio in 2022
£
%
Healthier future: Oxford Nanopore
1
£205.5m
(£369.7m)
(65%)
Healthier future: Life Sciences
33
£390.8m
(£41.8m)
(10%)
Tech-enriched future: Deeptech
28
£201.0m
(£18.0m)
(8%)
Regenerative future: Kiko Ventures
(Cleantech)
15
£243.8m
£114.6m
111%
North America
1
£87.1m
£4.2m
5%
Australia and New Zealand
13
£42.8m
£10.8m
43%
Platform Investments
4
£43.6m
(£4.3m)
(9%)
Organic and
de minimis
1
-
£17.0m
(£2.5m)
(25%)
Total net
95
£1,231.6m
(£306.7m)
(21%)
Attributable to third parties
-
£26.9m
(£2.4m)
(8%)
Total gross
95
£1,258.5m
(£309.1m)
(21%)
1
De minimis
investments are those in which the Group’s holding is valued at less than £0.5m and the Group
has not invested in for over two years. Organic investments are companies in which the Group acquired its
holding via the relationship Touchstone had with Imperial College’s Technology Transfer Office.
BUSINESS OVERVIEW
.
STRATEGIC REPORT
OUR GOVERNANCE
OUR FINANCIALS
06
IP GROUP PLC ANNUAL REPORT 2022
INTELLIGENT PORTFOLIO
.
Top 20 investments by fair value
Priority companies
.
We place meaningful focus on a dynamic list of companies
which we believe can be material in the context of overall Group
performance and underpin our self-sustaining model. These include:
Oxford Nanopore
Technologies:
The world’s
first and only nanopore DNA
sequencing platform, which
is uniquely scalable from
pocket-sized formats through
to ultra-high throughput
devices, enabling the
genetic analysis of any living
thing, by any person, in any
environment. The technology
offers real-time data analysis
for rapid, dynamic insights and
has played a key role in the
COVID-19 pandemic, having
been used for rapid distributed
sequencing of the SARS-
CoV-2 virus in public health
systems worldwide.
First Light Fusion:
Inertial
confinement approach to
fusion, aiming to create the
extreme temperatures and
pressures required for fusion
by compressing fuel using a
hypervelocity projectile. Fusion
power is safe, clean, and
limitless with the potential to
transform the world’s energy
system. Achieved validated
world-first fusion event in 2022.
Istesso:
Immunometabolism
drug discovery and
development aimed at
reprogramming metabolism
to treat autoimmune disease.
Commenced Phase 2b trial
for its lead drug MBS2320 in
rheumatoid arthritis in 2022.
Featurespace:
Machine
learning solutions to prevent
fraud and financial crime. A
well-developed business, with
enterprise grade solutions
delivering significant revenue.
Hinge Health:
The world’s
first digital clinic for back and
joint pain with an expanding
customer base.
Garrison Technology:
Anti-malware solutions for
enterprise cyber defences.
Recently launched new Ultra
cloud-based delivery model.
Pulmocide:
Treatment of
respiratory diseases through
a novel approach to inhaled
medicines. Currently entering
Phase 3 trials.
Oxbotica:
Global leader in
autonomous vehicle software
based on artificial intelligence
engineering, machine learning
and modular software design.
Beyond this list, we also focus
on 11 additional companies
that we believe have the
potential to become priority
companies over the next
few years.
Life Sciences
Deeptech
Cleantech
Platform investments
North America
Australia and New Zealand
Featurespace
Limited
£64.1m
Oxford Nanopore
Technologies plc
£205.5m
First Light
Fusion Limited
£114.5m
Hinge Health, Inc.
£53.6m
Istesso Limited
£95.6m
Garrison
Technology
Limited
£27.7m
Ultraleap Holdings
Limited
£37.9m
Salt Pay Co.
Limited
£16.5m
Interest in LP
(Cayman Fund LP)
£80.0m
Crescendo Biologics
Limited
Ieso Digital
Health
Limited
£21.8m
£18.7m
Bramble Energy
Limited
£20.9m
£65.9m
Oxbotica
Limited
Nexeon Limited
£16.6m
Oxford Science
Enterprises plc
£20.6m
Interest in LP (UCL
Technology Fund L.P.)
£16.9m
Mission Therapeutics
Limited
£18.1m
£21.3m
Akamis Bio
Limited
1
Artios Pharma
Limited
£18.3m
Hysata
Pty
Limited
£18.7m
1
Previously called PsiOxus Therapeutics Limited
BUSINESS OVERVIEW
.
STRATEGIC REPORT
OUR GOVERNANCE
OUR FINANCIALS
07
IP GROUP PLC ANNUAL REPORT 2022
INTELLIGENT PORTFOLIO
.
Impact
.
Portfolio
.
Expertise
.
Our purpose focuses us on impact.
We are committed to backing and
supporting businesses that will
meaningfully contribute to a healthier,
tech-enriched, regenerative future and
create value.
We have invested more than £1.2bn in
science-based businesses.
The companies we have backed have
created more than 10,000 jobs.
Our purpose and thematic focus areas
align us with six of the UN Sustainable
Development Goals.
Read about
meaningful impact
on
pages 46 to 71
Our investment teams are experts in
their fields with a deep understanding
of science and technology as well as
decades of experience in identifying,
nurturing, and exiting unique
high-growth businesses. We can
mitigate technical risk through our
technical due diligence capability and
proprietary knowledge.
We are the company behind some
of the UKs most exciting technology
companies, including Oxford Nanopore
and First Light Fusion.
We provide differentiated access to
impactful deal flow and the best IP and
ideas from our networks, universities,
and research institutes. This in turn
offers investors exposure to an exciting
portfolio of high-growth companies
operating within the areas of life
sciences, deeptech and cleantech.
We have formed and supported over 500
companies since 2001.
We have created three unicorns (i.e. with
a valuation of over $1bn) and have further
companies in the portfolio with the
potential to scale at >£1bn in value.
Read about
our portfolio
on
pages 23 to 37
08
IP GROUP PLC ANNUAL REPORT 2022
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
INVESTMENT CASE
.
IP GROUP PLC ANNUAL REPORT 2022
08
We have a track record built over more
than 20 years of turning great ideas
into world-changing businesses and
creating value.
£542m cash realised from the portfolio
in last five years, £64m returned to
shareholders via dividends and share
buy-backs.
Investing from our balance sheet is
a significant advantage compared
to fixed-life funds. It enables us to
co-found companies, ‘follow our
money’ through subsequent funding
rounds, and realise value at the most
appropriate time. We know that
supporting early-stage science takes
time and our structure allows us to be
flexible and patient.
We are the most active investor in the UK
in our sector and the second most active
in Europe.
We are an international group with a
network of relationships with advisors,
investors, co-investors, and partners
built up over many years with a focus
on the UK, North America, Australia,
New Zealand and Greater China.
We founded IP Inc. in the US and IP Group
Australia, which has partnerships with all
the leading universities in the region.
Track
record
.
Permanent
capital
structure
.
International
relationships
.
09
IP GROUP PLC ANNUAL REPORT 2022
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
BUSINESS OVERVIEW
.
INVESTMENT CASE
.
09
IP GROUP PLC ANNUAL REPORT 2022
Our agility and willingness to adjust to
market conditions speaks volumes for the
strength of our executive leadership during
challenging times. 2022 turned out to be a
year in which unanticipated and unexpected
events dominated, from the geopolitical to the
economic, from financial market volatility and
correction to pandemic response.
War in Europe, heightened geopolitical tension,
supply chain disruption and reconfiguration,
increased inflationary expectations, accelerating
interest rate rises, energy and cost-of-living
crises, unprecedented political turmoil in the
UK, fragile capital markets and inconsistent
COVID responses all impacted. Of most direct
relevance to IP Group was the dramatic valuation
decline of technology driven listed companies
whose growth prospects post-pandemic were
reappraised downwards, with that decline
amplified by the impact of significantly higher
interest rates applied to discount future returns.
The aggregate of all these conditions contributed
to a significant tightening of risk appetite
amongst investors and it was against this
backdrop that we navigated the year just ended.
The resilience of the vast majority of our unlisted
portfolio companies, in a year in which the
availability of venture funding for scale-up
financing was heavily cut back, was reassuring
and where funding rounds were concluded,
90% of these were at valuations consistent with
or ahead of the last funding round price. The
£93.5 million we invested in the portfolio in 2022
was broadly in line with the prior year £106.8m,
enabled by portfolio realisations over the past
two years; put into context that investment
accounted for just 9% of the £1.0 billion that was
raised in the portfolio from all sources, providing
external support for valuations.
During 2022 we adjusted our investment appetite
to reflect the new economic and market
realities, investing less than we had planned
to invest at the beginning of the year. We also
prioritised support in the year for the companies
we have designated as priority opportunities.
Timely and prudent adjustments to investment
criteria are essential to maintaining capacity
to be able to offer long-term support to our
portfolio companies. Pursuant to this, we
successfully raised private long term fixed-rate
debt in the summer of 2022, fortuitously ahead
of the sudden interest rate increases seen in
the second half of the year. The £120m raised
protects our ability to support our portfolio
without having to dispose of listed investments
at prices below our evaluation of their
future potential.
Looking to the future, we remained active
in reviewing a strong pipeline of investment
opportunities across all sectors but held fire
while we waited to see whether the significant
valuation downgrades seen in public markets
for technology-related companies would flow
through to early-stage unlisted companies. It
is, however, worth noting that the ‘froth’ now
recognised in the valuation of certain high
profile listed tech companies was not such a
feature in early-stage companies in the sectors
we cover.
Inevitably, after two very strong years of
divestment success, we had many fewer
opportunities to take money out of the portfolio,
realising some £28.1m in 2022 versus £213.9m
and £191.0m in the two prior years.
IP Group’s performance and the resilience of its portfolio companies
in 2022 was impressive given the degree to which unanticipated
events dominated the year.
We enter 2023 with a
clear plan of action
to build on past
portfolio successes
through investing in
what is a maturing
and exciting range of
investment opportunities.
Sir Douglas Flint
Chairman
10
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
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STRATEGIC REPORT
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BUSINESS OVERVIEW
CHAIRMAN’S STATEMENT
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IP GROUP PLC ANNUAL REPORT 2022
10
OUR FINANCIALS
OUR GOVERNANCE
Financial Performance
Our financial results in 2022 were dominated by
the change in valuation of our stake in Oxford
Nanopore (“ONT”) essentially reversing the
unrealised gain booked in 2021. Loss for the year
amounted to £344.5m, of which £369.7m related to
ONT. (2021 profit £449.3m of which £297.1m related
to ONT).
Excluding ONT, the profit for 2022 was £25.2m, which
was largely attributable to mark to market gains
in the private portfolio, offset by some valuation
declines in our other quoted companies. Our
unlisted portfolio performed satisfactorily with
two sizeable gains recorded in the year; in the first
half we recognised a fair value uplift of £57.3m in
respect of First Light Fusion following its successful
achievement of fusion; and in the second half we
recognised a £45.4m valuation uplift following a
successful funding round by Oxbotica in which
they raised $140m. Greg and the investment team
discuss these companies in more detail in their
reviews, but I want to highlight three points.
First, the decline in the share price of ONT over the
year primarily reflects a re-rating of the life science
tools sector; ONT’s performance and announced
forecasts have exceeded the projections made at
the time of its flotation in October 2021. We remain
highly positive on the company’s prospects, which
we expect to see reflected in its share price in
due course.
Second, the fusion event which led to the valuation
uplift at First Light Fusion (“FLF”) and was validated
by the UK Atomic Energy Authority was generated
using physics consistent with that deployed by the
Lawrence Livermore National Laboratory (“LLNL”)
in the United States in December who were the
first to generate ‘net gain’ to great public acclaim.
Although the approach being used by FLF uses a
different method of inertial confinement to that
of LLNL, their success has greatly encouraged the
team at FLF.
Third, the fundraise at Oxbotica is evidence of the
great progress made in the last year and means
the company is well-capitalised and, we believe, on
a path to significant future value.
Two other portfolio events in 2022 are also
important to highlight here.
First, Istesso began its Phase2b trials for its core
metabolic reprogramming agent MBS2320
and in addition attracted FDA Fast Track and
Orphan Drug designation for the same agent
for the treatment of patients with IPF. Second, we
launched Kiko Ventures as the Group’s dedicated
cleantech platform.
As at the end of 2022, valuation of the Group’s
portfolio stood at £1,258.5m (2021 £1,507.5m) and our
cash resources amounted to £241.5 million gross
and £160.1m net of debt. (2021 £321.9m gross and
£270.1m net of debt). Our financial position and
liquidity remain strong, both being areas of key
focus for the Board.
Net Asset Value at the end of 2022 stood at £1.4bn,
down from £1.7bn at the end of 2021 and ahead
of the position at the end of 2020; most of this
decline reflected the fall in the ONT share price
over the year. In terms of NAV per share, our key
performance metric, at the end of 2022 this stood
at 132.9p per share. This compares to our share
price as at the same date of 55.1p evidencing a
discount to NAV of 59%. We have intensified our
investor relations engagement as one of the
measures designed to narrow this gap, delivery of
which remains a core objective of the Board.
Board changes
We were delighted to welcome Anita Kidgell to
the Board with effect from 18 January 2023. Anita
brings a wealth of experience gained at one of
the leading pharmaceutical and healthcare
companies, GSK plc. Currently Head of Corporate
Strategy at GSK, she brings to the Board a
rare combination of a scientific background
together with strategic, investor relations and
communication experience. Following her
appointment the Board comprises two executive
directors, five NEDs and the Chairman: equal
representation of both male and female.
Outlook
In many ways the outlook for IP Group is
encouraging, notwithstanding the general
economic landscape. Support for science-based
research and development is a key priority of
the UK Government as it seeks to enable UK-
based business to capture leading positions
in the investment waves of the future. Delivery
of climate transition commitments will require
trillions of dollars of investment including in
the science needed to decarbonise energy
production and distribution. Improving health
outcomes for an ageing population will remain
a high priority for all governments, through early
diagnosis and technology that keeps people out
of hospital or allows them to be looked after at
home or in a social care environment. Harnessing
the power of deep tech to improve the quality-
of-life experience and keep data secure in an
ever more digitalised world will become ever
more important within society. These are areas
where IP Group is heavily invested and seeks
to contribute.
We enter 2023 with a clear plan of action to build
on past portfolio successes through investing
in what is a maturing and exciting range of
investment opportunities. We have the financial
capacity, the capital allocation discipline and
the human talent needed to be successful. I
look forward to updating you on progress in
due course.
Sir Douglas Flint
Chairman
7 March 2023
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BUSINESS OVERVIEW
STRATEGIC REPORT
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CHAIRMAN’S STATEMENT
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In my first full year as Chief Executive Officer, I am pleased to
report that the Group has made excellent progress in its purpose
of accelerating the impact of science for a better future. IP Group,
including Parkwalk, is one of the largest investors in university and
other research-based companies in the world, backing science and
innovation that shapes our future. Having already helped create
three unicorns (Oxford Nanopore, Ceres Power, Hinge Health), the
Group is well placed to support the ‘science superpower’ agenda
and we aim to replicate our success to date by growing and
supporting more businesses to values in excess of $1bn.
The work that the
leadership team has
carried out over the
last twelve months has
resulted in a clearly
articulated strategy
to deliver value, which
is built on five pillars -
value creation, impact,
insight and access,
distinctive reputation
and exceptional talent.
Greg Smith
CEO
This is being done through an increased
focus of our capital and resource on thematic
areas where we have experienced and
specialist investment teams with track record,
a maturing portfolio and a clearly articulated
approach to sourcing, growing, supporting
and exiting businesses. The Group is currently
focused on businesses and opportunities that
contribute to a healthier future (biotech and
healthcare), a tech-enriched future (deeptech)
and a regenerative future (cleantech).
The work that the leadership team has
carried out over the last twelve months has
resulted in a clearly articulated strategy to
deliver value, which is built on five pillars -
value creation, impact, insight and access,
distinctive reputation and exceptional talent,
which are described in more detail on
page 18. Today, in line with this strategy, we
launch our new brand identity which more
accurately reflects who and what our business
is today. By articulating our clear sense of
purpose, expertise and track record, we aim to
differentiate ourselves for investors, founders
and co-funders.
As Douglas has described on page 10, and
as highlighted in our most recent half-
yearly report, 2022 saw a high level of macro
uncertainty with rising inflation and interest
rates, fears of recession and ongoing
geopolitical concerns, greatly exacerbated
by Russia’s invasion of Ukraine. Like others, the
Group is not immune to geopolitical events
and the resultant volatile equity markets, and
our public portfolio was impacted by the
reaction of global stock markets, particularly
by the rotation out of growth and technology
stocks. This impacted both the Group’s share
price as well as that of Oxford Nanopore and
our other quoted investments.
IP Group was quick to respond to the
challenging market environment, securing a
private market debt issue to provide additional
funding flexibility, while lowering the level
of capital allocated for investment into the
portfolio, and the Group ended the year with
gross cash and deposits of £241.5m.
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BUSINESS OVERVIEW
CEO REVIEW
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This financial strength enabled us to
continue to invest into our leading
companies over the period as well as
continue to return a proportion of all
cash exits to shareholders. This year, cash
returns to shareholders totalled £20.3m,
more than half of the £28.1m generated
from portfolio realisations.
We recorded an overall loss in 2022
of £344.5m (2021: profit of £449.3m),
driven by a reduction in the value of
our public companies of £428.5m, and
in the value of ONT in particular which
reduced by £369.7m. However, despite
the worsening market conditions, IP
Group has seen strong underlying
progress in the portfolio, contributing to
our vision of a future enhanced by the
impact of transformative businesses we
have identified, backed, and grown as
long-term partners. Among the many
highlights in the portfolio were First Light
Fusion’s world-first projectile-based
inertial confinement fusion result, which
was externally validated by the UK Atomic
Energy Authority, Oxbotica’s $140m Series
C financing and Istesso starting a Phase
2b trial for its drug MBS2320 in rheumatoid
arthritis, with MBS2320 also being granted
Fast Track and orphan drug designation
by the US FDA for a second indication,
the treatment of patients with idiopathic
pulmonary fibrosis (IPF).
It is also important to note that our
portfolio remains well funded. Despite the
more difficult portfolio company funding
environment in 2022, our portfolio raised
financing at similar levels to those seen
in 2020 and higher than years before
that. Some fundings were, however,
delayed or took longer than anticipated
to complete. In terms of valuations, our
private portfolio company valuations
remained robust with considerably more
(90%) of our companies who raised
money in the current period doing so
at or above previous funding round
valuations. While we have continued to
see little direct evidence of the public
market correction impacting valuations
in our private portfolio, we are mindful
of the higher level of uncertainty around
private valuations and have responded
by obtaining independent external
valuations for ten of our largest private
companies and have reduced the
valuation of several of our later stage
holdings where appropriate. Further
details of our approach are set out in the
financial review section.
IP Group continues to be well financed
and is well placed to support its exciting
portfolio of high-growth companies
that are at the heart of the ‘innovation
nation’ agenda. Delivering returns for
shareholders, alongside impact, is a core
principle of the Group and narrowing
the discount to our NAV per share
remains a key focus. Our shareholder
value proposition comprises primarily
capital growth over the medium and
long term, alongside the return of a
proportion of cash realisations through
dividends and other mechanisms such as
share buybacks.
A future enhanced by the impact of transformative
businesses we have identified, backed and
grown as long-term partners.
Accelerating the impact
of science for a better future
.
Deliver class-leading internal processes,
services and controls.
Strategic objective
Build on our portfolio, track record and talent to play a
leading role in tackling some of the world’s most significant
unmet needs. Through this positive contribution, deliver
market-leading returns on our portfolio and, as a result,
deliver exceptional value for our shareholders and
other stakeholders.
Read about
our strategy
on
pages 18 to 20
Have an
impact on
the world
that counts.
Develop
our unique
insights,
expertise
and access.
Accelerate
value
creation.
Build a truly
differentiated
reputation.
Be a
home for
exceptional
talent.
Strategy pillars
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CEO REVIEW
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EXIT
We hold investments until
they mature so that we can
maximise the return we
generate. Investing from our
balance sheet enables us to be
patient and realise value at the
most appropriate time.
SCALE-UP
As companies mature,
we proactively source
co-investment. We
continue to take an
active role in company
development, commonly
through continued
Board presence and by
working directly with the
management team, to
help grow value over time.
Resources and capital
are focused on those
opportunities that are the
most attractive from a
risk/reward perspective.
PRIORITY COMPANIES
We focus resource on companies which
we believe have the potential to scale
at >£1bn in value in the next three to five
years. Additional resources and capital
are allocated to these opportunities to
accelerate development.
START UP
When investing in start-up
opportunities, our specialists
work in partnership to identify
promising research and
help create and develop
business start-ups. Time and
a limited level of capital are
then deployed by IP Group,
often alongside grant funding,
to develop ideas to early
commercial and technical
validation using stringent
milestones. As incubation
opportunities show signs of
traction, an investment case
is developed for seed funding
to accelerate technical and
commercial developments.
RE-INVESTMENT AND RETURNS TO SHAREHOLDERS
We re-invest realised funds into new opportunities and growth
of our priority companies alongside returns to shareholders.
Our self-sustaining business model,
coupled with our strategy, enables us to
systematically build businesses to maximise
long-term financial and societal return from
our capital and expertise.
We identify, co-found, or create companies
based on fundamental scientific innovation
and provide capital and expertise in return
for a shareholding in the company. We
work with the teams at our companies to
grow the value of our holding over time,
before selling down in whole or over a
period to generate funds that enable us
to both re-invest in the portfolio and make
returns to shareholders.
The science and innovation on which our
companies are based has often been
generated at one or more of the world’s
leading universities or research institutions.
Our model and expertise de-risks investment
in early-stage companies for partner
capital providers.
We take a consistent
and deliberate
approach to making
investments, aligned
to our purpose and
ethical investment
framework. We focus
capital, resources
and expertise
on investments
that can make a
positive difference
and where we can
optimise returns
through leveraging
our existing
strengths and
adding value to the
growth journey.
Inputs and resources
Investment life cycle
Resources
Intellectual capital
Financial capital
Human capital
We work with some of the world’s best scientists
and entrepreneurs in our chosen territories and
thematic focus areas.
We combine our balance sheet capital
with third-party capital to accelerate the
progress of promising companies.
We look to be a home for exceptional talent
– attracting the best people to IP Group
and our portfolio businesses.
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BUSINESS OVERVIEW
BUSINESS MODEL
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Our key differentiators
Outcomes with impact
Purposeful thematic focus
Our purpose focuses us on impact. We are focused
on backing and supporting businesses in our three
investment themes where we can add value through our
expertise and experience.
Access to unique opportunities
We are a global group with a strong networks and
relationships with world-leading academic research
institutions, giving us differentiated access to an exciting
portfolio of high growth companies.
Expert teams
We aim to be a home for exceptional and highly
motivated talent. Our investment teams are experts
in their fields with a deep understanding of science
and technology as well as decades of experience in
identifying, nurturing, and exiting unique high-growth
businesses.
Track record
We have a track record built over more than 20 years of
turning great ideas into world-changing businesses and
creating value.
Permanent capital structure
Investing from our balance sheet is a significant
advantage, enabling us to be flexible and patient. This
allows us to co-found and build companies and realise
value at the most appropriate time.
Imagination and flair
We are entrepreneurs at heart, bringing imagination and
flair to supporting our portfolio companies through all
stages of their development.
03
500+
companies
10,000+
jobs
9
new portfolio
investments in 2022
Addressing
the world’s
greatest unmet
challenges
Financial
returns
Economic
growth and
innovation
Genetic sequency in any environment
– Oxford Nanopore’s nanopore DNA
sequencing platform
Treatment of respiratory diseases
– Pulmocide’s targeted delivery through
inhaled medicine
Preventing fraud and financial crime
– Featurespace’s AI (Artificial Intelligence)
solutions
Clean energy to address climate change
– First Light Fusion’s inertial confinement
approach to achieving fusion
04
ESG
87% reduction in operational carbon
emissions since 2019
BREEAM “outstanding” headquarters
Signatories to Investing in Women Code
£542m
cash realised from
the portfolio over
five years
£64m
returned to
shareholders via
dividends and share
buy-backs
15
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IP GROUP PLC ANNUAL REPORT 2022
In our Life Sciences team, we are working
towards a healthier future with a view to
curing and preventing disease rather than
simply treating symptoms and building
healthier – rather than just longer – lives.
The three pillars of our approach are
driven by megatrends in life sciences
development: reprogramming cells to
change their behaviour from the diseased
mode to healthy mode; reconditioning
tissues to improve response to existing
therapies; and redirecting patient
behaviour to reduce risk.
Read about
Life Sciences
on
pages 26 to 28
Whilst Covid-19 remained a feature of
2022 for some markets, most notably
Greater China, for much of the rest of
the world the impact of the pandemic
shifted to its next phase, with disruption
in global supply chains and labour
markets giving rise to sustained
inflationary pressure to a degree not
seen since the early 1980s. Events
in Ukraine exacerbated this picture,
with natural gas prices in Europe
quadrupling by August. The resulting
monetary policy response has seen
a sharp shift away from a near-zero
interest rate environment, with the UK
base rate standing at 3.5% by the end
of the year.
The majority of the public market
impact of these macroeconomic
challenges was felt in the first half
of the year, with the Nasdaq index
down by 29.5% to the end of June
followed by a further 4% fall in the
second half of the year. Market data
on private company valuations in 2022
was mixed, with Pitchbook’s Q4 2022
valuation surveys indicating continued
growth in valuations from 2021 levels
in early-stage companies, but
flagging declines in late-stage private
valuations, particularly in the second
half of the year.
2022 saw continued evidence of
recognition amongst policymakers of
the pivotal role that science-based
innovation has to play in providing
solutions to the major challenges
facing the world. The US government
announced the Inflation Reduction
Act, whose aims include accelerating
commercialisation of regenerative
technologies and a $280m funding
package for nuclear fusion. The
UK government has highlighted its
intention to increase R&D funding to
£20bn per year by 2024/25, and a
policy focus around pension fund and
regulatory reforms aimed at unlocking
investment into the innovation
ecosystem. We continue to believe that
the Group remains well placed to play
a key role in delivering on this agenda.
Thematic business sectors
Our three thematic focus areas
are aligned with significant
global megatrends.
Life Sciences
Read about
our strategy
on
pages 18 to 20
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MARKET ENVIRONMENT
.
Our Cleantech platform, Kiko Ventures,
is investing in assets that address the
global climate challenge, targeting
breakthrough innovators that are creating
scalable climate technology solutions.
The urgent nature of climate change and
the transition to a low carbon society is
expected to lead to stronger demand
from clients for fundraising and investing
solutions that include sustainable
finance. Our portfolio strongly aligns with
climate-related opportunities associated
with energy transformation strategies,
energy reduction strategies and water
reduction strategies, all of which will
become increasingly prevalent in building
climate-resilient economies. We expect
to see these opportunities increase with
the increasing proliferation of corporate
decarbonisation strategies and overall
societal decarbonisation. Focus areas
include carbon-free fuels, mobility and
transport, heating and cooling, and clean
power generation.
Read about
Cleantech
on
pages 32 to 33
The Deeptech team focuses investment
across four technology subsectors
underpinned by global societal
need and macroeconomic trends.
Applied AI capitalises on the use of a
new computing paradigm (artificial
intelligence) to solve problems and create
opportunities in areas where traditional
software approaches have proven
insufficient. Next generation networks
will enable network operators and their
wider communities to deliver on the
promise of super-fast, high bandwidth
and ultra-reliable networks critical to
the delivery of everything from edge
computing to autonomous vehicles. Step
changes in the human-machine interface
through the mainstreaming of AR, VR and
XR (augmented, virtual and immersive
reality) will unlock vast amounts of value
from humanity’s combined data and
future computing solutions will be needed
to meet intense demand for solving
complex problems.
Read about
Deeptech
on
pages 29 to 31
Deeptech
Cleantech
Competition
We have three main sources of competition
– for innovation, capital and talent.
We compete and work with a variety of investors,
ranging from local angel investors or seed funds,
sector-specific venture funds, and special purpose
permanent capital vehicles focused on specific
universities for access to great innovation with
significant commercial potential. In seeking
opportunities, we benefit from relationships built over
many years and our track record of success. Often, we
will choose to collaborate on specific opportunities
rather than compete. However, investing from our
balance sheet often gives us competitive advantage
over alternative investors. Each portfolio company also
faces competition in its chosen market, or they are
trying to build a new or emerging market or disrupt an
existing market with a paradigm shift in technology.
The Group and our portfolio companies compete
in the capital markets for the funds required to
develop innovations into viable and compelling
businesses. Earlier stage and development risk
capital is a narrow sub-set of the broader capital
markets. The key determining factors that impact on
our ability to compete for capital are our long-term
track record and the strength of our opportunity
sourcing capability.
Finally, we and our portfolio companies face
increasing competition for the talent required to make
our business model work. Fulfilling our ambition is
entirely dependent on the quality of our people and
we rely heavily on the calibre of our talent across a
broad range of disciplines to deliver value for our
shareholders. Developing global trends, sector and
local market pressures all impact our and our portfolio
companies’ ability to attract, retain and motivate
talent. Our purpose positively differentiates us in this
area, as does our strong and supportive culture.
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MARKET ENVIRONMENT
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Strategic objective
Our long-term vision is
to build on our portfolio,
track record and talent
to play a leading role
in tackling some of the
world’s most significant
unmet needs. Through
this positive contribution,
we aim to deliver
market-leading returns
on our portfolio and, as a
result, deliver exceptional
value for our shareholders
and other stakeholders.
Read about our
business model
on
pages 14 to 15
2022 strategic progress
As the leading investor in impactful early-stage
innovation with a proven track record, differentiated
access to innovation and deep sector expertise, we
believe there is enormous opportunity for IP Group
to deliver significant financial return through tackling
some of the world’s most significant unmet needs.
We will, of course, continue to work in partnership,
particularly with providers of long-term capital.
Our strategy to deliver financial returns and impact
is built around five strategic pillars – ‘accelerate
value creation’; ‘have an impact on the world that
counts’; ‘develop our unique insight, expertise and
access’; ‘build a truly distinctive reputation’; and
‘be a home for exceptional talent’ – underpinned
by class-leading internal processes, services, and
controls. The launch of our updated brand today is
one element of that plan.
There are two distinct phases to our strategy. The
first, from now to the end of 2025, will see us focus
on ‘putting IP Group on the map’, aligned to our
purpose (we accelerate the impact of science for a
better future) and our vision (a future enhanced by
the impact of transformative businesses we have
identified, backed, and grown as long-term partners).
Performance is essential and over the next
three years, our strategic priorities comprise
demonstrating tangible success through the most
significant companies in our current portfolio,
delivering measurable impact and financial returns
for our shareholders and wider stakeholders and
maintaining our financial strength by judiciously
balancing investment as well as delivering
realisations. We are also building our access to
private capital, developing relationships with new
capital providers, as we did this year with Phoenix
Group, to leverage our differentiated deal flow.
Our investment approach, the keystone of our overall
approach, sees an increased focus of our capital
and resource on thematic areas where we have
experienced and specialist investment teams with
track record and a clearly articulated approach to
sourcing, growing, supporting and exiting businesses.
Our technical acumen and sector insights are
differentiators that enable us to more effectively
judge the value of early-stage innovation. The Group
is currently focused on businesses and opportunities
that contribute to a healthier future (Life Sciences), a
regenerative future (Cleantech) and a tech-enriched
future (Deeptech). We see our flexible approach as a
key advantage: we can back companies with longer
time to market than more time-limited venture
funds. We aim to initially hold sufficient equity to be
an influential shareholder, typically taking a board
seat and working closely with our portfolio company
leadership teams.
The launch in 2022 of Kiko Ventures, the Group’s
wholly-owned platform dedicated to supporting
transformative climate technology, was a clear
example of this strategy. The Kiko team has delivered
a strong track record, with a gross IRR of over 30%
since the establishment of the Cleantech theme and
more than £150m of gross realisations. The Group
envisages investment of around £200m into this
space over a five-year period.
The Group, through its sector and geographic
teams, will drive short- to medium-term returns
via focusing resource and, where appropriate,
capital onto fewer more developed existing ‘priority’
portfolio companies that have the potential
to disproportionately impact our returns and
underpin our self-sustaining model. We will also
continue to curate a differentiated pipeline of
future opportunities, using our combination of deep
science expertise, networks and investment track
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IP GROUP PLC ANNUAL REPORT 2022
OUR STRATEGY
.
record to source and de-risk investments
in early-stage companies. We will
continue to be an active and influential
shareholder, with Board presence on most
of our most valuable companies.
The strategy has also given consideration
to which of our activities should be
deemphasised or ceased. In the UK for
example, having returned the technology
transfer activities of Imperial College
to the university in recent years, we
no longer directly carry out university
technology transfer activities. We do
however remain very active in business
building and backing the earliest
innovations from universities, particularly
through Parkwalk’s managed funds, as
well as from the Group’s balance sheet.
In North America, we have incubated a
vehicle that is fit for being a leader in the
US market, with deep relationships with
a number of research institutions and
a great team with years of experience
of building science-based companies.
However, the scale of US markets and
research output suggest that the
opportunity and capital requirement
will be substantially larger than the UK
market and we are now the largest
strategic investor in the vehicle, Longview
Innovation (formerly IP Group, Inc.),
alongside blue-chip, long-term US capital
providers, rather than being its sole
funder. From a broader co-investment
perspective, we have also deemphasised
carrying out brokerage-style fund-
raising engagements for individual
portfolio companies, instead refocusing
the Group’s personnel and relationships
towards strategic capital partnerships
and managed funds, such as that with
Hostplus in Australia. We will continue to
review the Group’s business model in light
of its evolved strategy.
The quality of our team, and having the
right combination of scientific rigour,
venture experience and public market
skills, is central to our ability to deliver.
The talent and experience we have in the
business, and that we aim to attract, will
help drive higher returns.
The second phase of our strategy, from
2026 onwards, will see the Group having
demonstrated significant value creation
and a clear impact on key unmet needs;
building from significant scale with a
clear presence in sub-sector ecosystems
and being recognised as a market leader.
I am confident that this approach strikes
the right balance, building on the track
record we have carefully built over the
last 20 years with the additional ambition,
focus and purpose that will generate
success over the coming decade and
beyond, maximising the potential for all
the Group’s stakeholders.
During 2022 we reviewed our strategy to create a framework
that will better support us to meet our long-term goals.
The framework has five pillars:
Have an
impact on
the world
that counts.
A future enhanced by the impact of transformative
businesses we have identified, backed and
grown as long-term partners.
Accelerating the impact
of science for a better future
.
Deliver class-leading internal processes,
services and controls.
Develop
our unique
insights,
expertise
and access.
Accelerate
value
creation.
Build a truly
differentiated
reputation.
Be a
home for
exceptional
talent.
Strategy pillars
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
OUR STRATEGY
.
KPIs KEY
01
NAV/share
02
Return
on NAV
03
Total
portfolio
04
% return
on portfolio
05
Portfolio
investment
07
Net
overheads %
06
Proceeds from
sale of equity
investments and
debt investments
08
Number of
new portfolio
investments
09
Employee
engagement
and diversity
Strategy pillars
Link to KPIs
Objectives for 2023
Have an
impact on
the world
that counts
Ensure genuine impact is a core component of our
processes
Focus on thematic areas driven by the intersection of
commercial opportunity, societal need and IP Group’s
distinctive strengths
Develop industry-leading impact measurement and
reporting
Maintain and develop ethical investment framework and
approach
03
05
08
Maintain or improve current
outperforming position with rating
agencies against sector benchmarks
Further develop and apply impact
measurement framework, including
portfolio company specific KPIs
Convene and/or participate in impact
and sustainable investment industry
initiatives
Develop
our unique
insight,
expertise
and access
Build significant knowledge, presence, and investments
in thematic areas, maintaining deep relationships with
innovators, institutions and capital providers
Continually develop aligned Group, sector and geographic
investment strategies
Capture, develop and share institutional insight and
knowledge
05
08
Maintain deal flow of distinctive new
opportunities
Build out sector insight, expertise and
presence, e.g. through Kiko
Efficient capture, development and
sharing of best practice across and
among teams
Accelerate
value
creation
Drive short- to medium- term returns through priority portfolio
companies that disproportionately impact returns and
underpin the business model
Develop and apply capital allocation framework across sectors
and geographies, maintaining financial strength through
balancing investment, realisations and shareholder returns
Further develop access to capital across the funding spectrum
Explore bold ways of creating value
01
02
03
04
06
07
Delivery of priority company milestones
Narrow discount between share price
and NAV/share
Increase managed and advised third-
party capital
Deliver investment returns and portfolio
realisations
Build a truly
distinctive
reputation
Develop and maintain a distinctive and authentic brand for
shareholders, founders and co-funders
Establish IP Group as an opinion leader in key ecosystems,
including through sub-brands
Actively promote our financial and impact track record
05
06
09
Successfully launch new Group brand
across relevant channels
Deliver extensive IR programme
including flagship science event
Be a
home for
exceptional
talent
Develop, nurture and grow our exceptional people, building
and maintaining the quality of our relatively small team
Maintain an engaging, motivating employee offer that
demonstrates our uniqueness
Strongly align remuneration with the achievement of our
vision
Build our culture and values, celebrating diversity, inclusion,
high-challenge/high-support and regenerating success
08
09
Source, retain and develop talent in
key roles
Update new values
Deliver 2023 Inclusion and Diversity
Project (IDP) masterplan objectives
Maintain high team engagement,
including through IP Connect and
‘Employee Executives’
Read about
our
KPIs
on
pages 44 to 45
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
OUR STRATEGY
.
Overview of business performance including thematic focus and holdings
The performance of the Group’s business units is summarised below with further detail on the performance of each in the Portfolio Review.
All £m unless stated
Invested
Realisations
Net portfolio
gain/(loss)
Fair value at
31 December
2022
Simple
return on
capital (%)
Healthier future: Oxford Nanopore
3.2
(369.7)
205.5
(65%)
Healthier future: Life Sciences
35.7
15.6
(41.8)
390.8
(10%)
Tech-enriched future: Deeptech
20.4
8.7
(18.0)
201.0
(8%)
Regenerative future: Kiko Ventures (Cleantech)
22.3
3.5
114.6
243.8
111%
North America
2.9
4.2
87.1
5%
Australia and New Zealand
6.8
10.8
42.8
43%
Platform investments
1.7
0.2
(4.3)
43.6
(9%)
Organic and
De minimis
0.3
0.1
(3.5)
17.0
(25%)
Total Net Portfolio
93.3
28.1
(306.7)
1,231.6
(21%)
Attributable to third parties
0.2
(2.4)
26.9
(8%)
Gross Portfolio
93.5
28.1
(309.1)
1,258.5
(21%)
During the next one to two years, the focus in each of our thematic areas is anticipated to be as follows:
Healthier future
: having consolidated the Life Sciences portfolio into
approximately 20 ‘core’ holdings, there are eight companies that are
targeting key clinical milestones, including Istesso, Mission Therapeutics,
Akamis, Pulmocide and Crescendo. The team envisages focusing
resource and capital to support the delivery of these milestones and
driving commercial value for each company while also assessing an
appropriate level of new opportunities. On the non-therapeutics side,
delivering continued significant revenue growth is the focus for Oxford
Nanopore and Hinge Health, with companies such as Genomics plc
targeting commercial validation.
Tech-enriched future
: a number of our leading deeptech companies,
such as Featurespace, Saltpay and Garrison are targeting value
accretion through continued double-digit revenue growth, with earlier
companies such as Diffblue, Audioscenic and Ultraleap seeking to grow
early revenues. The team also continues to assess an appropriate level
of new opportunities.
Regenerative future
: the Kiko portfolio is in a period of asset number
growth following the commitment of increased allocation to Cleantech
last year. A focus for 2023 will be adding new companies to the portfolio,
and there is a strong pipeline of opportunities sourced from university
and team networks. Despite dry powder remaining in the market prices,
are now starting to soften, and this will allow the Kiko team to take
advantage of investment timing flexibility afforded by balance sheet
capital. In the existing portfolio First Light Fusion plans to raise further
capital following its inertial fusion result last year, and Hysata is expected
to deliver significant technical progress de-risking its breakthrough new
hydrogen electrolysis technology.
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
BUSINESS PERFORMANCE
.
Third-party fund management
The Group continues to view the
management of third-party funds as
an important element of our business
model, and we now manage or advise
approximately £700m in third-party
capital across our Parkwalk, UK and
Australian business units, an increase of
more than 20% compared to 2021.
Shareholder value creation,
capital allocation and returns
The Board continues to recognise that
share price volatility and the discount
to NAV per share remains a major issue
for shareholders and therefore remains
focused on shareholder value creation,
having introduced an updated approach
during 2021. Under this approach,
shareholder returns will continue to be
driven primarily by long-term capital
appreciation. Subject always to the
Group’s capital allocation policy, the
majority of cash realisations will be
typically reinvested, and a proportion will
now be used to deliver a cash return to
shareholders.
The Board remains committed to
delivering a regular dividend income,
which is intended to comprise a relatively
small component of total shareholder
return and will also continue to consider
share buyback programmes and other
capital return tools as realisations are
generated from our portfolio.
Accordingly, the Board has
recommended a final dividend of 0.76p
per share (2021: 0.72pps), to be approved
at the Company’s forthcoming AGM,
which would represent a total dividend for
2022 of 1.26p (2021: 1.20pps).
In addition, the Board will seek
shareholder approval to renew the
authority to purchase up to 10% of the
Ordinary Shares in issue from the date of
grant of the authority to the date of the
Annual General Meeting in 2024.
Outlook
Support for science-based research
and development is a key priority of
the UK Government and governments
in the other key territories in which we
operate. With a proven track record, built
over more than two decades, we firmly
believe there is enormous opportunity to
play an even greater role in the ‘science
superpower/innovation nation’ agenda.
We also continue to see increased
interest in our main thematic areas and
remain confident that investor appetite
for growth companies will return. IP Group,
which is a leading value-add backer
of impactful early-stage innovation, is
well financed with the right strategy and
expertise to deliver growth and maximise
value for all our stakeholders.
Greg Smith
Chief Executive Officer
7 March 2023
OUR GOVERNANCE
OUR FINANCIALS
22
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
BUSINESS PERFORMANCE
.
Overview
As of 31 December 2022, the value of the Group’s portfolio was £1,258.5m
(2021: £1,507.5m) reflecting a net portfolio loss of £309.1m (2021: gain
£499.2m). Cash invested during the year totalled £93.5m (2021: £106.8m) and
cash from realisations totalled £28.1m (2021: £213.9m).
The portfolio consists of interests in 95 companies (excluding de minimis
and organic holdings), of which the top 20 by value comprise 76% of the
portfolio value (2021: 100, 76%).
Fair value movements
A summary of the unrealised and realised fair value gains and losses is
as follows:
2022
£m
2021
£m
Quoted equity & debt investments
(428.5)
286.4
Private equity & debt investments
101.4
206.3
Investments in Limited Partnerships
(6.4)
1.8
Foreign exchange movements
24.4
4.7
Net portfolio (losses)/gains
(309.1)
499.2
A summary of the largest unrealised and realised fair value gains and
losses by portfolio investment is as follows:
Gains
£m
Losses
£m
First Light Fusion Limited
57.3
Oxford Nanopore Technologies plc
(369.7)
Oxbotica Limited
45.4
Centessa Pharmaceuticals plc
(14.8)
Nexeon Limited
8.4
Diurnal Group plc
(13.7)
Hysata Pty Ltd
8.4
Import.IO, Inc.
(10.4)
Akamis Bio Limited1
5.7
Hinge Health, Inc.
(9.9)
Other quoted
0.3
Other quoted
(42.0)
Other private
59.5
Other private
(33.6)
Total
185.0
Total
(494.1)
1
Previously called PsiOxus Therapeutics Limited
Investments and realisations
The Group deployed a total of £93.5m across 46 new and existing
investments during the year (2021: £106.8m, 65 projects), versus realisations
of £28.1m (2021: £213.9m), resulting in overall net investment for the year of
£65.4m (2021: net realisations £109.7m).
Largest investments and realisations by portfolio company:
Investments
£m
Cash Realisations
£m
Featurespace Limited
10.0
Diurnal Group plc
13.7
Istesso Limited
10.0
Reinfer Limited
1
8.6
Bramble Energy Limited
9.5
Nexeon Limited
3.5
Hysata Pty Ltd
5.7
Enterprise Therapeutics Holdings Ltd
1.8
Oxbotica Limited
4.2
Cambridge Innovation Capital Limited
0.2
Other
54.1
Other
0.3
Total
93.5
Total
28.1
1
Plus, deferred consideration valued at £1.1m (2021: £23.9m)
Deferred consideration estimated at £48.2m was outstanding at year
end (2021: £42.3m), predominantly relating to the Group’s realisation of
WaveOptics (£28.8m, exited in 2021), Enterprise Therapeutics (£12.5m, exited
in 2020) and Kuur Therapeutics (£5.6m, acquired by Athenex in 2021).
Number of Investments
United
Kingdom
North
America
Australia
& New
Zealand
Total
1 January 2022
88
1
14
103
Additions
8
1
9
Exited & acquired
(3)
(3)
Being closed/liquidated
(3)
(3)
Reclassified to
de minimis
(9)
(2)
(11)
31 December 2022
79
1
13
95
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
Co-investment analysis
Including the £89.8m of primary capital invested by the Group (the Group also invested £3.7m via secondary purchases), the
Group’s portfolio raised approximately £1.0bn during 2022 (2021: £2.4bn). Co-investment from parties or funds with a greater than 1%
shareholding in IP Group plc totalled £24.9m. An analysis of this co-investment by source is as follows:
2022
2021
Portfolio capital raised
£m
%
£m
%
IP Group
1
89.8
9%
102.6
4%
IP Group managed funds
2
35.6
4%
9.9
0%
IP Group plc shareholders (>1% holdings)
24.9
2%
147.1
6%
Institutional investors
249.7
25%
648.4
27%
Corporate, other EIS, individuals, universities and other
364.0
35%
1,473.3
62%
Capital into multi-sector platforms
250.0
25%
25.1
1%
Total
1,014.0
100%
2,406.4
100%
Portfolio analysis by sector
The Group splits its core opportunity evaluation, investment and business-building team into specialist divisions, Life Sciences,
Deeptech and Cleantech within the UK, with geographically focused investment teams based in the United States and Australia.
A small number of investments are categorised as strategic, which principally includes Oxford Nanopore Technologies, and portfolio
companies, which also invest in other opportunities.
As at 31 December 2022
As at 31 December 2021
Fair value
Number
Fair value
Number
Sector
£m
%
%
£m
%
%
Healthier future: Oxford Nanopore
205.5
17%
1
1%
572.0
40%
1
1%
Healthier future: Life Sciences
390.8
32%
33
35%
414.9
28%
36
35%
Tech-enriched future: Deeptech
201.0
17%
28
29%
226.3
15%
34
33%
Regenerative future: Cleantech
243.8
20%
15
16%
103.3
7%
12
12%
North America
87.1
7%
1
1%
80.1
5%
1
1%
Australia and New Zealand
42.8
3%
13
14%
25.2
2%
14
14%
Platform investments
43.6
4%
4
4%
46.2
3%
5
4%
Total
1,214.6
100%
95
100%
1,468.0
100%
103
100%
De minimis
and organic holdings
17.0
10.4
Total portfolio
1,231.6
1,478.4
Attributable to third parties
1
26.9
29.1
Gross portfolio
1,258.5
1,507.5
1
Reflects primary
investment only;
during 2022 the Group
invested £3.7m via
secondary purchase
of shares (2021: £1.1m).
2
Includes Parkwalk
Advisors and other
funds managed by
IP Group.
1
Amounts attributable
to third parties consist
of £13.9m attributable
to minority interests
represented by third-
party limited partners
in the consolidated
fund, IP Venture
Fund II (2021: £16.0m),
£12.2m attributable
to Imperial College
London (2021:
£11.7m) and £0.8m
attributable to other
third parties (2021:
£1.4m).
OUR GOVERNANCE
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
While the IPO in October 2021 and after-market performance for the remainder of that year was a great
success, providing fair value gains of £297m on 31 December 2021, shares in Oxford Nanopore performed less
well throughout 2022, closing down 65%. We believe that this decline in price largely reflected the general
investor uncertainty in global stock markets and the Life Science tools sector, rather than fundamental
performance. In this respect, the company reported Life Sciences Research Tools (“LSRT”) revenue of £127m
in 2021, representing a 94% increase over 2020, and increasing LSRT revenue guidance for 2022 to £145-160m
from the previous £135-145m. Half-year LSRT revenue was £71m, up 34% year-on-year. This compares to US
peers that reduced their growth guidance to less than 10% or withdrew it altogether. While the company’s
trading update in January suggested full-year 2022 LSRT revenue of £147m, representing 16% growth and at
the bottom end of the updated guidance range (£145-160m), we continue to consider that this represents
stronger fundamental performance than the peers and we continue to believe in the long-term prospects
for the company.
Company name
Description
Group
Stake at 31
December
2022
%
Net
investment/
(divestment)
£m
Unrealised
+ realised
fair value
movement
£m
Fair value
of Group
holding
at 31
December
2022
£m
Oxford Nanopore
Technologies plc
Enabling the analysis of any living thing, by
any person, in any environment
10.1%
3.2
(369.7)
205.5
Greg Smith
Chief Executive Officer
Oxford Nanopore
Invested
Opening
Other
Cash
Realised
£3.2m
£0.0m
(£369.7m)
Fair value
movement
£0.0m
Closing
£572.0m
£205.5m
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
HEALTHIER FUTURE: OXFORD NANOPORE
Company name
Description
Group
Stake at 31
December
2022
1
%
Net
investment/
(divestment)
£m
Unrealised
+ realised
fair value
movement
£m
Fair value
of Group
holding
at 31
December
2022
£m
Istesso Limited
Reprogramming metabolism to treat
autoimmune disease
56.4%
10.0
95.6
Hinge Health, Inc.
The World’s First Digital Clinic for Back
and Joint Pain
1.8%
(9.9)
53.6
Ieso Digital Health
Limited
Digital therapeutics for psychiatry
32.1%
21.8
Akamis Bio Limited
2
Gene and viral therapies for cancer
25.0%
5.7
21.2
Crescendo Biologics
Limited
Biologic therapeutics eliciting the
immune system against solid tumours
14.6%
18.7
Artios Pharma Limited
Novel oncology therapies
7.1%
0.4
18.3
Mission Therapeutics
Limited
Targeting deubiquitylating enzymes for
the treatment of CNS and mitochondrial
disorders
18.4%
2.7
18.1
Microbiotica Limited
Gut-microbiome based therapeutics
and diagnostics
18.0%
4.1
1.7
16.1
Oxular Limited
Treatments and delivery technology for
sight-threatening diseases
25.6%
1.3
15.9
Other companies
(24 companies)
(9.9)
(39.7)
111.5
Total
8.2
(41.8)
390.8
1
Represents the Group’s undiluted beneficial economic equity interest (excluding debt), including only the Group’s portion of IPVF II. Voting
interest is below 50%.
2
Previously called PsiOxus Therapeutics Limited.
Dr Sam Williams
Managing Partner, Life Sciences
IP Group’s Life Sciences
portfolio comprises
holdings in 33 companies
valued at £391m at
31 December 2022.
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
HEALTHIER FUTURE: LIFE SCIENCES
During the year, the value of the portfolio declined
by 10%, driven largely by declines in the share prices
of the division’s publicly listed stocks, with Diurnal
declining £13.7m, Centessa down £14.8m and
Athenex down £7.2m. These declines reflected both
fundamental performance/pipeline setback and
broader investor uncertainty towards the public
biotech sector. While we are passive investors in
Centessa and Athenex, with no representation on
the board of either company, we exercised our
more active role in Diurnal by supporting a strategic
process which led to a sale of the business to
Neurocrine for 27.5p/share in November, returning
£13.7m to the Group. While we are disappointed with
the overall performance of Diurnal since flotation in
2015, we believe the sale to Neurocrine represents a
reasonably satisfactory outcome given the situation
the company found itself in during 2022, which
involved a precipitous decline in the share price
following pricing and reimbursement setbacks for the
company’s largest potential product, Efmody.
Elsewhere, we saw considerable progress across the
portfolio, with Istesso initiating its Phase 2b study of
MBS2320 in rheumatoid arthritis (“RA”) and receiving
Fast Track designation for the drug in idiopathic
pulmonary fibrosis (“IPF”). Recruitment into the RA
study is ongoing while a Phase 2 in IPF could start in
2023. The Group showed its continuing support for
this core asset by way of a £10m investment during
the year.
Hinge Health continues to significantly grow revenues
and expand its customer base. The company raised
a $400m Series E round in October 2021 at a $5.8bn
company valuation, led by Coatue Management
and Tiger Global. However, considering public
market performance in the first half of 2022 we
engaged a third-party valuation specialist to assess
the company’s current value. We have valued our
holding to the low-end of their suggested valuation
range, a 27% reduction to the Series E price, which
equates to a £17.0m reduction in the value of the
Group’s holding. This was partially offset by FX gains,
resulting in a net £9.9m decrease in the carrying
value of our investment.
There have been some significant developments
at several of our other key portfolio names,
including Microbiotica’s £50m Series B financing
and Crescendo Biologics’ $750m collaboration with
BioNTech, which is designed to combine Crescendo’s
Humabody technology with BioNtech’s mRNA
platform in the creation of novel therapeutic agents.
We are pleased to have made several new
investments during the year, including £3.5m
into a Series A financing for GripAble, an Imperial
College-originated company developing digitally
enabled rehabilitation programmes and devices
for people with neurological and musculoskeletal
conditions, and Kynos, an Edinburgh University
spinout developing novel drugs against kynurenine
3-monooxygenase (“KMO”), a pivotal enzyme in
the mediation of autoimmunity and cancer. In
addition, the Group invested £2.4m into Abliva AB,
a Stockholm-listed biotech company developing
novel agents for the treatment of rare mitochondrial
diseases. Abliva’s lead drug, KL1333, has been
approved by the FDA to enter a potentially pivotal
study in primary mitochondrial disease (“PMD”)
and the company’s recent c.£16m financing round,
in which the Group participated, is designed to
enable the company to reach a key inflexion point
in this study. There are currently 14 companies in the
portfolio that have drugs in clinical trials.
During 2023, we expect key data for several of our
companies’ clinical studies to drive valuation, new
financings and/or possible business development
activity, including that for Crescendo, Akamis Bio
and Mission.
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27
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
HEALTHIER FUTURE: LIFE SCIENCES
The below table summarises the Life Sciences therapeutics portfolio by stage of lead programme, split by therapeutic area.
THERAPEUTICS
IP GROUP
VALUE £M*
COMPANY
PHASE 2
PHASE 3
PHASE 1
PRE-CLINICAL
18.3
18.7
8.3
21.2
12.3
16.1
95.6
18.1
15.9
2.5
14.7
7.8
Oncology
Inflammation
Other
Artios Pharma
1
Crescendo Biologics
Storm Therapeutics
Akamis Bio
Iksuda Therapeutics
Microbiotica
Istesso
Mission Therapeutics
2
Oxular
3
Kynos
Pulmocide
Enterprise Therapeutics
*
Based on valuation of IP Group’s stake in company at 31/12/22, including debt where applicable.
1
Artios announced the initiation of Phase 2 trial in Feb 2023.
2
Mission Therapeutics announced the completion of Phase 1 trial in Jan 2023.
3
Oxular announced the acceptance of IND in Jan 2023.
Life Sciences portfolio
£35.6m
(£15.6m)
(£41.8m)
£0.4m
£412.2m
£390.8m
Invested
Opening
Other
Cash
Realised
Fair value
movement
Closing
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
PORTFOLIO REVIEW
.
HEALTHIER FUTURE: LIFE SCIENCES
The IP Group Deeptech portfolio covers a breadth of areas aimed at delivering value through growing
trailblazing companies that enable and secure the digital economy, create new human capability, and
generate prosperity for all in four key focus areas: Applied Artificial Intelligence, Next Generation Networks,
Human-Machine Interfaces and Future Computing.
Company name
Description
Group
Stake at 31
December
2022
1
%
Net
investment/
(divestment)
£m
Unrealised
+ realised
fair value
movement
£m
Fair value
of Group
holding
at 31
December
2022
£m
Featurespace Limited
Leading predictive analytics
company
20.5
10.0
2.6
64.1
Ultraleap Holdings Limited
Contactless haptic technology
17.0
(4.5)
31.0
Garrison Technology Limited
"feeling without touching"
23.4
2.0
27.7
Salt Pay Co. Limited
Anti-malware solutions for
enterprise cyber defences
Not
disclosed
(8.1)
16.5
Other companies
(24 companies)
(0.3)
(10.0)
61.7
Total
9.7
(18.0)
201.0
1
Represents the Group’s undiluted beneficial economic equity interest (excluding debt), including only the Group’s portion of IPVF II. Voting
interest is below 50%.
2022 was a challenging year in the global technology sector as public technology markets declined and the
rate of private investment slowed. Median revenue multiples in the European listed venture sector fell steeply
from 18.6x to 5.4x.
Considering this, we have been prudent in reducing the holding value of some of our larger assets simply
to reflect the fact that external comparators and benchmarks imply a lower market valuation. That is not to
say that those companies are experiencing unexpected difficulties. On the contrary, our top four portfolio
companies, which make up 70% of the value of the £200.4m Deeptech portfolio, continue to perform very well
on the commercial front and each is delivering revenue growth. Featurespace, Ultraleap, Garrison and Saltpay
all posted double-digit year-on-year revenue growth, whilst the sale of Re:Infer to global leader UiPath was a
stand-out success, delivering an Internal Rate of Return on our investment of 29%.
Our most valuable asset holding, Artificial Intelligence fraud prevention company Featurespace, continues
to go from strength-to-strength in terms of revenue growth and securing new blue-chip customers. The
company is now at a scale where it is having a substantial positive impact on society, protecting millions of
consumers from experiencing the catastrophic effects of fraud and defending our global banking systems.
The value of our 20.5% holding in Featurespace increased in value by £2.6m over the period and we have
strong expectations for further growth in this asset as it expands its customer base.
Mark Reilly
Managing Partner,
Technology
IP Group’s Technology
portfolio comprises
holdings in 28 companies
valued at £201m at
31 December 2022.
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TECH-ENRICHED FUTURE: DEEPTECH
Our second largest holding, world-leading hand tracking and
haptics company Ultraleap, continues to make good progress
following its £60m series D funding round in 2021. The company,
which is enabling intuitive, touchless gesture control in AR/VR,
interactive kiosks, digital out-of-home and automotive, delivered
healthy revenue growth over the period and continues to gain
traction with enterprise customers that have the potential to
deliver significant royalty revenue through integration of the
Ultraleap technology into consumer products. In an important
milestone, the Lynx R1 Augmented Reality headset, which
incorporates Ultraleap hand tracking technology, has now
begun shipping to customers.
Our third largest holding, Garrison Cybersecurity, which powers
enterprise-wide protection from phishing attacks and malware,
had a very strong year with healthy revenue growth powered
by good traction with US and UK governmental customers. The
company also launched its Garrison Ultra product, which allows
customers to access their technology using a cloud delivery
model, which should add further to the bottom line.
Other major highlights in the portfolio in 2022 included the sale
of University College London spin-out Re:Infer. This company,
which uses machine learning technology to interpret massive
volumes of conversational data and identify efficiencies through
automating processes, was sold to the global market leader
in Robotic Process Automation, UiPath, yielding £8.6m cash
proceeds to IP Group and delivering an Internal Rate of Return on
our investment of 29.0%.
On the less positive side, some of our lower value holdings
felt the effects of market headwinds and, in some cases,
commercial setbacks. Mirriad, which uses AI to place
advertising naturally into video content, saw its share price
fall despite announcing an 800% increase in US campaign
revenues for the 2021 holiday season compared to 2020. The
other major losses this year came in the form of a significant
write down in the value of our holding in Import.io due to
shifting market conditions severely affecting the company’s
commercial position, and an £8.1m reduction in the value of
our holding in payment processing company SaltPay, where
macroeconomic and scaling challenges led to some short-term
underperformance which triggered a downwards valuation
adjustment (albeit we remain confident of this company’s
long-term prospects).
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TECH-ENRICHED FUTURE: DEEPTECH
The below table summarises a selection of the larger investments in the Deeptech portfolio by size of revenues, split by sub-sector.
TECH-ENRICHED
FUTURE
IP GROUP
VALUE £M
COMPANY
OVER
£10M REVENUE
OVER £20M
REVENUE
EARLY REVENUE
(£1M–£10M)
PRE-REVENUE
(<£1M)
64.1
5.5
3.1
1.5
27.7
8.5
0.8
37.9
2.0
4.6
3.9
3.5
1.3
16.5
Applied AI
Next Generation
Networks
Human
Machine
Interface
Future
Compute
Other
Featurespace
Diffblue
Navenio
Monolith
Garrison
Accelercomm
Quantum Dice
Ultraleap
Slamoore Slamcore
Audioscenic
Quantum Motion
Intrinsic Semiconductors Technologies
Lumai
Saltpay
*
Based on valuation of IP Group’s stake in company at 31/12/22, including debt where applicable.
1
Artios announced the initiation of Phase 2 trial in Feb 2023.
2
Mission Therapeutics announced the completion of Phase 1 trial in Jan 2023.
3
Oxular announced the acceptance of IND in Jan 2023.
Deeptech portfolio
£20.4m
(£8.7m)
(£18.0m)
(£5.9m)
£213.2m
£201.0m
Invested
Opening
Other
Cash
Realised
Fair value
movement
Closing
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TECH-ENRICHED FUTURE: DEEPTECH
Company name
Description
Group
Stake at 31
December
2022
1
%
Net
investment/
(divestment)
£m
Unrealised
+ realised
fair value
movement
£m
Fair value
of Group
holding at
31 December
2022
£m
First Light Fusion Limited
Solving fusion with the simplest
possible machine
27.5
57.3
114.5
Oxbotica Limited
Software to enable every vehicle to
become autonomous
12.1
4.2
45.4
65.9
Bramble Energy Limited
The fuel cell company with
Gigafactories
31.5
9.5
3.5
20.7
Nexeon Limited
Silicon anodes for next generation
lithium-ion batteries
5.5
(3.5)
8.4
16.3
Other companies
(11 companies)
8.5
26.4
Total
18.7
114.6
243.8
1
Represents the Group’s undiluted beneficial economic equity interest (excluding debt), including only the Group’s portion of IPVF II. Voting
interest is below 50%.
We were delighted to launch Kiko Ventures, the
Group’s first sector-specific investment platform
dedicated to cleantech, in 2022. With Kiko we are
demonstrating our strategy to increasingly focus
our capital and resource on the opportunities that
we consider to represent the most attractive risk/
reward and our commitment to action on climate
change with a substantial investment budget of
approximately £200m over the next five years. Kiko is
a wholly owned IP Group platform, with our Cleantech
team continuing to manage existing Cleantech
assets and make new investments in this dynamic
space. Kiko is differentiated from other climate
investors by its ability to leverage the Group balance
sheet to be an evergreen venture investor, providing
flexibility that is very useful in the development
of clean energy and other climate solutions and
creating long-term alignment with climate tech
entrepreneurs. Our Cleantech team has delivered a
gross IRR of over 30% since the establishment of the
Cleantech theme and gross exit proceeds of over
£160m. The team, led by partners Robert Trezona,
Jamie Vollbracht and Arne Morteani, will, under the
Kiko Ventures brand, continue to support and build
category-leading companies in the field as well as
managing the existing Cleantech portfolio, which
was valued at over £175m at launch.
Global investment in cleantech reached an all-
time high of $40bn in 2021 and events during 2022
have further increased momentum for new energy
technologies. We intend to capitalise on this market
with Kiko as the world’s first evergreen cleantech
investor, leveraging the flexibility enabled by the
Group’s balance sheet capital. This evergreen
structure provides exceptional flexibility and
strong, long-term alignment with climate tech
entrepreneurs. Kiko Ventures’ portfolio performance
has been strong in 2022, primarily because of
progress in First Light Fusion and Oxbotica. The value
of the Kiko portfolio more than doubled in 2022,
from £114.8m to £245.8m, reflecting net investment
of £19.2m and a fair value increase of £111.6m. In
addition, the portfolio has been expanded with
investments in five new cleantech companies.
From Left to right:
Robert Trezona,
Arne Morteani,
Jamie Vollbracht
Founding Partners, Kiko Ventures.
The Kiko Ventures
portfolio comprises
holdings in 15 companies
valued at £244m at
31 December 2022.
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REGENERATIVE FUTURE: KIKO VENTURES (CLEANTECH)
In April, First Light Fusion announced that it had
achieved fusion, the first time that the reaction
has been demonstrated using projectile-based
inertial confinement. First Light achieved their
result having spent less than £45m, and with
a rate of performance improvement faster
than any other fusion scheme in history. The
result led to a revaluation of our stake in the
company, and based on recent comparatives
and third-party valuation, the Group recorded
a net fair value gain of £57.3m. Including our
participation in the Company’s (pre-fusion)
Series C funding round, the Kiko Ventures stake
in First Light is now valued at £114.5m. Following
its fusion breakthrough, the company is working
with UBS Investment Bank to raise a substantial
Series D to take the technology towards a
demonstration of gain (net energy generation).
If successful, this would be one of the biggest-
ever funding rounds by a British energy start-up.
In December 2022 researchers at the National
Ignition Facility (“NIF”) at the Lawrence Livermore
labs announced that they had achieved gain
using inertial confinement, the same underlying
physics as First Light. Gain from inertial fusion
has significant implications for the fusion sector,
and for First Light in particular. First Light’s
approach leverages the physics now proven by
NIF but uses new engineering that can achieve a
competitive cost for energy generation. Pursuing
inertial fusion using a projectile - instead of the
expensive ($4bn) laser used by NIF - is simpler,
lower-cost and has an easier pathway to a
power plant.
In December, Kiko company Oxbotica, a global
leader in autonomous vehicle software, raised
$140m (£115m) in a Series C investment round.
Kiko supported the round with an investment
of £4.2m joined by other investors including
bp ventures, Hostplus, Ocado Group, Tencent
and ZF. The Series C takes total funds raised by
Oxbotica to $225m. The new funding will drive
Oxbotica’s geographical expansion in North
America, EMEA and APAC, and accelerate the
deployment of its autonomy operating system
in domains such as agriculture, airports, energy,
goods delivery, mining and shared passenger
transportation. The Group recorded a net fair
value gain of approximately £45m following the
round. Parkwalk, IP Group’s wholly owned EIS fund
manager, has also invested £9.9m in Oxbotica to
date on behalf of its clients.
Other significant transactions included fund
raises for Bramble Energy, Nexeon and Hysata.
In February, hydrogen fuel cell company
Bramble completed a £35m Series B with
Kiko committing approximately £10m, one of
the Group’s largest cleantech investments to
date. Nexeon, an Imperial College spin-out
developing materials for lithium-ion battery
anodes, also raised significant funding in this
period with a strategic consortium led by SKC
investing $80m (£67m) in the company, which
led to an £8.4m increase in the fair value of our
holding. Kiko also invested alongside IP Group
Australia in hydrogen electrolyser company
Hysata. In August, the company completed an
oversubscribed $A42.5m (£24.3m) Series A round,
of which £5.1m was committed by Kiko. Funds will
be used to develop a pilot manufacturing facility
aimed at delivering the world’s lowest cost green
hydrogen. Hysata is developing a completely
new type of electrolyser using the world’s most
efficient electrolysis cell. The Hysata electrolyser
operates at 95% system efficiency (41.5 kWh/kg),
delivering a leap in performance and cost over
incumbent technologies, which typically operate
at 75% or less. We also made five investments in
new companies in the period across a range of
cleantech application areas from heat pumps to
green ammonia.
In less welcome developments, we took an
impairment totalling £3.5m in three of the smaller
assets in the Kiko portfolio. These followed
setbacks in commercial progress and in two
cases strategic interest from a large corporate
falling away.
Kiko Ventures portfolio
£22.3m
(£3.5m)
£114.6m
£0.5m
£109.9m
£243.8m
Invested
Opening
Other
Cash
Realised
Fair value
movement
Closing
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REGENERATIVE FUTURE: KIKO VENTURES (CLEANTECH)
The Group’s activities in North America are
carried out through a 58% strategic holding
in a dedicated evergreen fund which we
formed as a wholly-owned subsidiary in
2013 and deconsolidated in 2021 following
its incubation within the Group. The Group’s
holding is now treated as a single investment
in our financial statements. 2022 was a
strong year for the North American platform.
The team announced five external funding
rounds totalling more than $111m from new
and existing blue-chip institutional investors.
The platform’s investment and operational
teams were strengthened to support
growth. This year saw the resumption of
the annual Hard Science Innovation Forum
in-person in Philadelphia, which hosted a
series of informative panels and portfolio
presentations to an audience that included
investors, partners, and founders. Following
its deconsolidation from the Group and
concurrent with the overall rebranding,
the platform has changed its name to
Longview Innovation.
The developments within Longview
Innovation’s portfolio include:
Carisma Therapeutics, Inc. entered into
a definitive merger agreement with
publicly traded Sesen Bio, Inc., an all-stock
transaction. Carisma shareholders will own
over 75% of the combined company, which
will remain listed on the NASDAQ following
completion. Sesen Bio will be contributing
approximately $70 million to the combined
company, while Carisma and its investors
will be contributing approximately $74 million,
including $30 million from concurrent
financing by Carisma, which is expected
to fund the combined company through
multiple potential value inflection points over the
next 18 months.
Exyn Technologies, Inc. completed a $35 million
Series B round led by Reliance Industries. Exyn will
utilize this investment to expand its global footprint
into India, Latin America, Australia, and Africa and
build out its new market verticals.
As it looks to 2023, Longview Innovation is
seeing encouraging interest in its platform
from institutional investors, despite anticipated
economic headwinds and is well-positioned to
continue to make transformative investments.
Company name
Description
Fair value of
Group holding at
31 December 2022
1
£m
MOBILion Systems, Inc.
A platform technology for conducting ion mobility
separations with lossless ion transfer and manipulation
20.4
Carisma Therapeutics, Inc.
Cancer immunotherapy treatments
13.8
Uniformity Labs, Inc.
Equipment, materials, and software for additive manufacturing
13.6
Exyn Technologies, Inc.
Unmanned aerial systems
13.3
Other companies (26 companies)
26.0
Total
87.1
North America portfolio
£2.9m
£0.0m
£4.2m
£0.0m
£80.0m
£87.1m
Invested
Opening
Other
Cash
Realised
Fair value
movement
Closing
1
Represents the Group’s undiluted beneficial economic equity interest (excluding debt), including only the Group’s interest in
IPG Cayman LP, which is no longer consolidated. Voting interest is below 50%.
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NORTH AMERICA
In Australia and New Zealand, the Group has
continued to make strong progress across the
portfolio and building third-party funds under
management. The Australian portfolio delivered a
net fair value uplift of £10.8m which included major
funding rounds at Hysata, AMSL Aero and Additive
Assurance alongside write-downs in a small number
of assets, and the portfolio is now valued at a total
of £42.8m. The pipeline of opportunities from our
partnership with the Group of Eight and Auckland
Universities continues to be strong. We believe that
the platform is well-positioned for continued growth
and returns over the next 3-5 years.
The ANZ portfolio now stands at 13 portfolio
companies with an active pipeline of prospective
investments, with a number achieving significant
operational and financial milestones. Hysata
continued to make strong progress in the
development of its novel capillary-fed electrolyser
with market-leading efficiency, announcing
major additions to its team including former
Chief Commercial Officer of BHP Dean Dalla Valle
as Chair, and former Australian Chief Scientist Alan
Finkel to Chair the Global Advisory Council. These
announcements follow on from the A$42.5m Series
A funding round announced in July. AMSL Aero,
the developer of the world’s most efficient eVTOL,
announced an A$23m Series B funding round led by
St Baker Energy Innovation Fund. Additive Assurance
announced an A$4.1m funding round to continue the
commercial development of its product providing
quality assurance for additive manufacturing.
Australia and New Zealand portfolio
£6.8m
£0.0m
£10.8m
£0.0m
£25.2m
£42.8m
Invested
Opening
Other
Cash
Realised
Fair value
movement
Closing
Michael Molinari
Managing Director,
IP Group Australia
The ANZ portfolio now
stands at 13 portfolio
companies with an active
pipeline of prospective
investments, with a
number achieving
significant operational
and financial milestones.
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AUSTRALIA AND NEW ZEALAND
IP Group’s Platform Investments
portfolio comprises holdings
in two companies and two
interests in Limited Partnerships,
valued at £43.6m at
31 December 2022.
The Platform Investments portfolio contains holdings in multi-sector platform companies that operate in
a similar way to IP Group, but focus on a specific university, such as OSE and CIC, and the UCL Technology
Fund (“UCL”) all three of which IP Group was a founding investor of. As at 31 December 2022, IP Group has
a 1.8% holding in OSE valued at £20.6m and a 1.0% holding in CIC valued at £3.5m (2021: 2.3%, £23.3m, 0.9%,
£2.7m), and a 46.7% stake in the UCL fund, valued at £16.9m (2021: 46.7%, £17.7m).
Company name
Description
Group
Stake at 31
December
2022
1
%
Net
investment/
(divestment)
£m
Unrealised
+ realised
fair value
movement
£m
Fair value
of Group
holding
at 31
December
2022 £m
Oxford Science Enterprises plc
University of Oxford preferred
IP partner under 15-year
framework agreement
1.8
-
(2.7)
20.6
Interest in UCL Technology
Fund L.P.
Commercialising world class
research from UCL
46.7
1.7
(2.6)
16.9
Other companies
(2 companies/LPs)
1.0
6.1
Total
1.7
(4.3)
43.6
1
Represents the Group’s undiluted beneficial economic equity interest (excluding debt), including only the Group’s portion of IPVF II.
Voting interest is below 50%.
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PORTFOLIO REVIEW
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PLATFORM INVESTMENTS
We are aiming to continue growing the level of
funds under management in the coming years.
As of 1 January 2023, we have appointed Joyce
Xie as Managing Director, Global Capital, to lead
the Group’s strategic capital initiatives with global
capital partners and further build our third-party
funds platform.
Parkwalk Advisors
Parkwalk, the Group’s specialist EIS fund
management subsidiary, now has assets under
management of £477m (2021: £388m) including
alumni funds managed in conjunction with the
universities of Oxford, Cambridge, Bristol, and
Imperial College London. Parkwalk raised £64m in
2022 compared with £76m in 2021 (which was a
record year for the firm), despite somewhat difficult
global macroeconomic conditions and some UK-
specific issues with both government and tax rate
changes. A particularly strong fundraising in Q1
helped the year overall. Parkwalk invested £57.4m in
2022 compared with £52.2m in 2021 and Parkwalk EIS
Funds returned £21.9m to investors during 2022 from
three exits, generating returns of between 3x and 10x
(excluding EIS reliefs), and several companies were
written off. The firm has now generated cash returns
to investors of more than £120m since inception.
In March 2022 Parkwalk closed its second HMRC-
approved Knowledge Intensive EIS Fund, and the first
Knowledge Intensive EIS Fund was fully invested by
May 2022.
Parkwalk invested £57.4m in 2022 (HY22: £38.0m; 2021:
£52.2m) in the university spin-out sector across 31
companies (2021: 40 investments). Beauhurst named
Parkwalk as the most active investor in the sector.
In November Parkwalk won ‘Best EIS Investment
Manager’ at the Growth Investor Awards.
Ten new companies joined the Parkwalk portfolio,
and three successful exits were achieved generating
returns of between 3x and 10x. Parkwalk has now
generated over £120m in realisations for investors
in total. Several portfolio companies were wound
down over the year. Fifteen portfolio companies
closed funding rounds at uplifts in valuation, one
unchanged and two at lower valuations than
previously held value. The portfolio raised in excess of
£350m in funding this year.
Through Parkwalk, we liaised closely with BEIS,
HMT and HMRC on the financial ecosystem for
knowledge-intensive spinout companies and the UK
Government’s ‘science superpower’ agenda.
Australia
We were pleased to announce the commitment
of a further A$100m from Hostplus late in the year,
reflecting the strong performance of the existing
portfolio and potential for further growth. The Group
now manages a total of (A$310m) on behalf of
Hostplus. The IP Group HostPlus Innovation Fund has
invested in several of IP Group’s portfolio companies
in Australia and around the world, providing additive
growth capital for companies as they scale. We also
continue to extend our relationship with TelstraSuper
through a co-investment mandate.
Greater China
In China, we expect the first close of Fund I from ICCV,
our Joint Venture with China Everbright in the first half
of 2023.
Moray Wright
CEO, Parkwalk Advisors
Parkwalk, the Group’s
specialist EIS fund
management subsidiary,
now has assets under
management of £477m
(2021: £388m) including
alumni funds managed
in conjunction with the
universities of Oxford,
Cambridge, Bristol, and
Imperial College London.
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THIRD-PARTY FUND MANAGEMENT
• Loss for the period of (£344.5m)
(2021: profit of £449.3m)
• Net assets were £1,376.1m (2021: £1,738.1m)
• Net assets per share were 132.9p
(2021: 167p)
Final 2022 dividend of 0.76pps and 2022
interim dividend of 0.5pps
• New debt placing of £120m agreed
primarily with Phoenix Group
A strong financial position, with
£242m of gross cash, £60m of
undrawn debt and a further
£229m of listed securities giving
total potential liquidity of over
£0.5bn. Delighted to secure a new
relationship with Phoenix Group
as long-term capital partners.
David Baynes
CFOO
Financial results
As at 31 December, the Group’s Net Asset Value was £1,376.1m, or 132.9p per share,
compared with £1,738.1m, or 167.0p per share, at 31 December 2021. IP Group’s
public portfolio recorded a fair value reduction of £428.5m in the year (2021:
gain of £286.4m), of which £369.7m related to the fall in the share price of Oxford
Nanopore Technologies plc (2021: gain of £297.1m). In the private portfolio, the
Group has seen fair value gains of £108.6m (2021: £206.3m). Overall, the Group
therefore recorded a net loss of £344.5m in the period (2021: profit of £449.3m).
At year end, IP Group had gross cash and deposits of £241.5m (2021: 321.9m),
having deployed £93.5m of capital during the year including investments into
portfolio companies Istesso Ltd (£10m) and Bramble Ltd (£9.5m) as well as several
smaller size investments into current and new opportunities across all three of
our thematic areas.
The prevailing market conditions also impacted realisations which reduced to
£28.1m from a record of £213.9m in 2021. The Group closed the year with net cash
(i.e., gross cash and deposits less borrowings) of £160.1m (2021: £270.0m).
38
IP GROUP PLC ANNUAL REPORT 2022
OUR FINANCIALS
OUR GOVERNANCE
STRATEGIC REPORT
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BUSINESS OVERVIEW
CFOO REVIEW
.
Consolidated statement of comprehensive income
A summary analysis of the Group’s performance is provided below:
Year
ended 31
December
2022
£m
Year
ended 31
December
2021
£m
Net portfolio (loss)/gain
1
(309.1)
499.2
Net overheads
2
(20.2)
(19.5)
Administrative expenses – consolidated portfolio companies
(0.1)
(0.1)
Loss on disposal of subsidiary
-
(3.8)
Administrative expenses –share-based payments charge
(2.9)
(2.6)
Carried interest plan provision charge
(12.0)
(17.2)
Net finance income/(expense)
0.8
(1.4)
Taxation
(1.0)
(5.3)
(Loss)/profit for the year
(344.5)
449.3
Other comprehensive income
0.5
0.3
Total comprehensive (loss)/profit for the year
(344.0)
449.6
Exclude:
Share-based payment charge
2.9
2.6
Return on NAV
1
(341.1)
452.2
1
Defined in note 29 Alternative Performance Measures.
2
See net overheads table below and definition in note 29 Alternative Performance Measures.
Net portfolio gains/(losses) consist primarily of realised and unrealised fair value gains and losses from the Group’s equity and debt
holdings in spin-out businesses, which are analysed in detail in the portfolio analysis from page 23.
Net overheads
Year
ended 31
December
2022
£m
Year
ended 31
December
2021
£m
Other income
7.1
13.6
Administrative expenses – all other expenses
(24.3)
(28.3)
Administrative expenses – annual incentive scheme
(3.0)
(4.8)
Net overheads
(20.2)
(19.5)
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
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CFOO REVIEW
.
Other income
Other income comprises fund management fees and licensing
and patent income. In 2022 other income totalled £7.1m (2021:
£13.6m), a decrease from 2021, primarily due to a £3.3m decrease
in performance fees in respect of third-party funds managed
within our Australian business, a £1.4m decrease in fund
management revenues within Parkwalk, and a £1.3m decrease
in revenues from the Group’s patent and license portfolio.
Across all three areas, these decreases were largely because
of the strong revenues delivered in 2021, which have reverted to
average levels in 2022.
Other central administrative expenses
Other central administrative expenses, excluding performance-
based staff incentives and share-based payments charges,
have reduced by £3.9m from the prior year to £24.4m (2021:
£28.3m). Most of this reduction resulted from the deconsolidated
of the US division, whose cost base was £4.0m in 2021, this
reduction has been partially offset by other inflationary cost
increases and some increases in our team size.
The charge of £3.0m in respect of the Group’s Annual Incentive
Scheme, reflects a provisional assessment of performance
against 2022 AIS targets which include Group, Team, and
Individual performance elements as described in the Directors
Remuneration Report (2021: £4.8m).
Other income statement items
The share-based payments charge of £2.9m (2021: £2.6m)
reflects the accounting charge for the Group’s Restricted Share
Plan, Long-Term Incentive Plan and Deferred Bonus Share Plan.
This non-cash charge reflects the fair value of services received
from employees, measured by reference to the fair value of the
share-based payments at the date of award, but has no net
impact on the Group’s total equity or net assets.
Carried interest plan charge
The carried interest plan charge of £12.0m (2021: £17.2m charge)
relates to the recalculation of liabilities under the Group’s
carry schemes. As at 31 December 2022, 67% of the Group’s
equity & debt investments were included within carry scheme
arrangements (2021: 44.8%). The liabilities are calculated based
upon any excess of current fair value above cost and hurdle
rate of return within each scheme or vintage. Any payments
will only be made following the full achievement of cost and
hurdle via cash realisations and are only paid on the event of a
cash realisation.
Consolidated statement of financial position
A summary analysis of the Group’s assets and liabilities is
provided below:
Year
ended 31
December
2022
£m
Year
ended 31
December
2021
£m
Portfolio
1,258.5
1,507.5
Other non-current assets
7.7
32.0
Other net current assets/(liabilities)
33.2
(6.4)
Cash and deposits
241.5
321. 9
Borrowings
(81.4)
(51.8)
Other non-current liabilities
(83.4)
(65.1)
Total Equity or Net Assets (“NAV”)
1,376.1
1,738.1
NAV per share
132.9p
167.0p
The composition of, and movements in, the Group’s portfolio are
described in the portfolio review from page 23.
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
CFOO REVIEW
.
Portfolio valuations
Given the public market valuation reductions in the year
(particularly notable in the first half) and slowdown in private
company fundraise activity, we have carried our year-end
private portfolio valuations against a backdrop of heightened
valuation uncertainty. As a response, we have carried out an
enhanced valuation process in the period, including obtaining
external valuations for ten of our largest private assets (First Light
Fusion, Istesso, Featurespace, Hinge Health, SaltPay, Ultraleap,
Garrison, Mission Therapeutics, MOBILion and Akamis Bio)
accounting for 44% of the private portfolio value.
In the case of First Light Fusion, Featurespace, Garrison and
Akamis Bio, our third-party valuers recommended an increase
in valuation in the year, because of strong performance against
milestones including revenues and technical progress. In the
case of Hinge Health, SaltPay, Ultraleap and MOBILion they
recommended a reduction in our carrying values, largely
reflecting the impact of reduced public market valuations.
Valuations of Istesso and Mission were unchanged. In all
cases, our carrying values reflect the mid-point or below
of the valuation ranges we received from our external
valuation consultants.
To date we have seen limited evidence of the public market
correction impacting earlier-stage private valuations both within
broader market data, and in our portfolio. While funding activity
in the period was weaker than in 2021, our portfolio continued
to raise significant amounts of capital in funding rounds, the
majority of which happened at higher valuations than the
previous funding round. An analysis of funding rounds within our
portfolio is as follows:
Year ended
31 December 2022
Year ended
31 December 2021
No.
%
No.
%
Up round
18
62%
16
56%
Flat round
8
28%
10
34%
Down round
3
10%
3
10%
Total
29
100%
29
100%
Most of our portfolio remains well funded, with many of our
more mature companies evidencing commercial progress or
anticipating technical or funding milestones in the next 12-18
months, therefore we remain confident around the resilience of
our portfolio.
The table below summarises the valuation basis for the Group’s
portfolio. Further details on the Group’s valuation policy and
approach can be found in notes 13 and 14.
Year
ended 31
December
2022
£m
Audited
Year
ended 31
December
2021
£m
Quoted
228.7
662.7
Recent financing (<12 months)
289.8
388.6
Recent financing (>12 months)
117.8
71.6
Other: Future market/commercial events
40.7
39.5
Other: Adjusted recent financing price
based on past performance
306.3
71.6
Other: DCF
97.7
85.6
Other: Revenue Multiple
77.9
19.2
Statements from LP
99.6
92.9
Total Portfolio
1,258.5
1,507.5
Other assets
The majority of other long-term and short-term assets relate
to amounts receivable on sale of equity and debt investments,
representing deferred and contingent consideration amounts to
be received in more than one year.
Other long-term liabilities relate to carried interest and revenue
share payables, and loans from LPs of consolidated funds.
The Group consolidates the assets of a fund in which it has a
significant economic interest, IP Venture Fund II LP. Loans from third
parties of consolidated funds represent third-party loans into this
partnership. These loans are repayable only upon these funds
generating sufficient realisations to repay the Limited Partners.
OUR GOVERNANCE
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Borrowings
On 2 August 2022, the Group signed a Note Placing Agreement
(“NPA”) to issue a £120m debt private placement to London-
based institutional investors (primarily Phoenix Group). £60m of
this was drawn in December 2022 and the balance will be drawn
in June 2023, with three equal maturities in December in 2027,
2028 and 2029. The interest rate is fixed at an average of 5.25%.
Approximately £15m of the proceeds was used to repay early
the shorter-dated portion of our EIB debt, leaving £22m of EIB
debt to be progressively repaid between now and January 2026
(£6.3m of the EIB debt will be repaid within twelve months of the
period end).
Under the terms of the NPA, the Group is required to maintain
a minimum cash balance of £25m at any time, equity must
be at least £500m and gross debt less restricted cash must
not exceed 25% of total equity as at the Group’s 30 June and 31
December reporting dates. The NPA also includes ‘Cash Trap’
provisions which stipulate that the Group is required to maintain
cash and cash equivalents of not less than £50m at any time
equity must be at least £750m, gross debt less restricted cash
must not exceed 20% of total equity as at the Group’s 30 June
and 31 December reporting dates. In the event of the Cash Trap
being triggered, the Group is not permitted to pay or declare a
dividend or purchase any of its shares. In addition, investments
are restricted to £2.5m per calendar quarter other than those
legally committed to. The Group is also required to place the
net proceeds of all realisations (over a threshold of £1m) into a
blocked bank account. Entering a Cash Trap does not constitute
a default under the NPA.
For further details of the Group’s loans including covenant
details see note 18.
Cash and deposits
At 31 December 2022, the Group’s cash and deposits totalled
£241.5m, a decrease of £80.4m from a total of £321.9m at 31
December 2021, predominantly due to outflows of investing
activities of £93.5m, a £23.6m net cash outflow from operations
and a £30.4m cash outflow from the repayment of debt,
£20.3m of dividend payments and share buy-backs, offset by a
drawdown of loan notes if £60m and realisations of £28.1m.
It remains the Group’s policy to place cash that is surplus to
near-term working capital requirements on short-term and
overnight deposits with financial institutions that meet the
Group’s treasury policy criteria or in low-risk treasury funds
rated prime or above. The Group’s treasury policy is described
in detail in note 2 to the Group financial statements alongside
details of the credit ratings of the Group’s cash and deposit
counterparties.
The principal constituents of the movement in cash and
deposits during the period are as follows:
Year
ended 31
December
2022
£m
Year
ended 31
December
2021
£m
Net cash (used)/generated in operating
activities
(23.5)
10.0
Investments
(93.5)
(106.7)
Realisations
28.1
213.4
Other investing
(0.3)
0.3
Cash disposed via disposal of subsidiary
undertaking
(7.1)
Net cash (outflow)/inflow from investing
activities
(65.7)
99.9
Dividends paid
(12.3)
(14.9)
Purchase of treasury shares
(8.0)
(27.2)
Repayment of debt facility
(30.4)
(15.4)
Drawdown of loan notes
60.0
-
Other financing activities
(0.5)
(0.8)
Net cash inflow/(outflow) from financing
activities
8.8
(58.3)
Effect of foreign exchange rate changes
0.1
Movement during period
(80.4)
51.7
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42
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
CFOO REVIEW
.
On 31 December 2022, the Group had a total of £0.1m (2021:
£1.5m) held in US Dollars, £nil (2021: £7.5m) held in Euros, £0.7m
(2021: £0.7m) held in Australian Dollars and £0.7m (2021: £nil) held
in Hong Kong Dollars.
Dividend
In addition to the interim dividend of 0.50p per ordinary share
paid in September 2022, the Board of Directors is recommending
a final dividend of 0.76p per share, subject to the approval of
shareholders at the Company’s forthcoming annual general
meeting to be held on 15 June 2023. If approved, the proposed
dividend will be paid on 22 June 2023 to shareholders who are
on the register of members at close of business on 26 May 2023.
The proposed dividend has not been included as a liability as
at 31 December 2022, in accordance with IAS 10 “Events after the
reporting period”.
The Directors have exercised their discretion to terminate the
Company’s Scrip Dividend Programme, based on historic
low numbers of shareholders electing to receive the scrip
dividend together with the fact that a significant proportion
of the Company’s shareholders were unable to make such an
election as they hold their shares via a nominee arrangement
that does not provide a scrip election service. The Directors
are therefore of the view that the administrative cost burden
to the Company of running the scrip programme cannot be
justified, therefore all shareholders will receive the proposed
final dividend in cash. As set out in the Terms and Conditions
of the Scrip Dividend, any residual cash balance accrued by
a shareholder under a previous scrip dividend, will be paid
to a charity of the Company’s choice on termination of the
Scrip Dividend Programme.
Taxation
The Group’s business model seeks to deliver long-term value to
its stakeholders through the commercialisation of fundamental
research carried out at its partner universities. To date, this has
been largely achieved through the formation of, and provision
of services and development capital to, spin-out companies
formed around the output of such research. The Group primarily
seeks to generate capital gains from its holdings in spin-out
companies over the longer term but has historically made
annual net operating losses from its operations from a UK
tax perspective. Capital gains achieved by the Group would
ordinarily be taxed upon realisation of such holdings; however,
since the Group typically holds more than 10% in its portfolio
companies and those companies are themselves trading,
the majority of the portfolio will qualify for the Substantial
Shareholdings Exemption (“SSE”) on disposal.
This exemption provides that gains arising on the disposal
of qualifying holdings are not chargeable to UK corporation
tax and, as such, the Group has continued not to recognise a
provision for deferred taxation in respect of uplifts in value on
those equity holdings that meet the qualifying criteria. Gains
arising on sales of holdings which do not qualify for SSE will
ordinarily give rise to taxable profits for the Group, to the extent
that these exceed the Group’s ability to offset gains against
current and brought forward tax losses (subject to the relevant
restrictions on the use of brought-forward losses). In such cases,
a deferred tax liability is recognised in respect of estimated tax
amount payable.
The Group complies with relevant global initiatives including the
US Foreign Account Tax Compliance Act (“FATCA”) and the OECD
Common Reporting Standard.
Alternative Performance Measures (“APMs”)
The Group discloses alternative performance measures, such
as NAV per share and Return on NAV, in this Annual Report. The
Directors believe that these APMs assist in providing additional
useful information on the underlying trends, performance, and
position of the Group. Further information on APMs utilised in the
Group is set out in note 29.
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CFOO REVIEW
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Our KPIs measure performance against
our strategy.
01
NAV/share p
1
Net Assets divided by the number of
outstanding shares in issue. A useful
measure to compare to the Group’s
share price.
2018
2019
2020
2021
2022
115.0p
107.8p
125.3p
167.0p
132.9p
Link to strategy
Link to
remuneration
Yes
03
Total portfolio
Equity and debt investments plus
investments into limited participation
interests. Shows assets under the
Group’s control.
2018
2019
2020
2021
2022
1,145.5
1,067.0
1,184.9
1,507.5
1,258.5
Link to strategy
Link to
remuneration
Yes
02
Return on NAV £
1
Profit for the year excluding share-based
payment charges. Shows a summary of
the income statement gains and losses
that directly impact NAV.
2018
2019
2020
2021
2022
(£75.6)
(£73.7)
£189.5
£452.2
(£341.1)
Link to strategy
Link to
remuneration
Yes
04
% return on portfolio
Net portfolio gains and (losses) as a % of
total portfolio value. A useful measure to
compare annual returns.
2018
2019
2020
2021
2022
(4)%
(4)%
21%
42%
(20)%
Link to strategy
Link to
remuneration
Yes
Link to strategy
Have an impact on the world that counts
Develop our unique insight, expertise and access
Accelerate value creation
Build a truly differentiated reputation
Be a home for exceptional talent
1
Alternative performance measure. See note 29 for definition and reconciliation to IFRS primary statements.
OUR GOVERNANCE
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44
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
KEY PERFORMANCE INDICATORS
.
1
Alternative performance measure. See note 29 for definition
and reconciliation to IFRS primary statements.
2
Not measured in 2018.
05
Portfolio investment
1
The purchase of equity and debt investments
plus investments into limited participation
interests. A useful measure to compare annual
investment in the portfolio.
2018
2019
2020
2021
2022
105.7
71.5
72.0
106.7
93.4
Link to strategy
Link to
remuneration
Yes
08
Number of new portfolio
investments
The number of portfolio investments that
received initial capital from the Group during
the year. A measure of the Group’s ability to
find and invest in new opportunities.
2018
2019
2020
2021
2022
9
10
7
8
9
Link to strategy
Link to remuneration
Yes
06
Proceeds from sale of equity and
debt investments
The total amount received from the disposal
of interests in portfolio companies. A measure
of realisation success. Realised funds are
invested into new opportunities or returned to
shareholders.
2018
2019
2020
2021
2022
29.5
79.5
191.0
213.4
28.1
Link to strategy
Link to remuneration
Yes
07
Net overheads %
1
The Group’s core overheads less operating
income as a percentage of net assets. Reflects
the Group’s controllable ‘cash-equivalent’ cost
base in proportion to net assets.
2018
2019
2020
2021
2022
2.1%
2.0%
1.6%
1.1%
1.5%
Link to strategy
Link to
remuneration
Yes
09
Employee engagement
and diversity
A hybrid people metric measuring the rolling
12-month average eNPS, % of actions identified
in the annual engagement survey completed,
the Gender Pay Gap trend, diversity of decision-
making forums and the level of regretted
employee turnover. The total score represented
as a percentage is a weighted average for
each subjective and objective element. All
elements were weighted equally in 2021.
2019
2020
2021
2022
70%
70%
85%
80%
2018
2
Link to strategy
Link to remuneration
Yes
OUR GOVERNANCE
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45
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
KEY PERFORMANCE INDICATORS
.
We are focused on
having an impact
on the world that
counts
.
Driven by our purpose, we are working at the
cutting edge of sectors that are changing
the world. Our three investment themes align
our efforts with some of the most pressing
challenges facing humanity and our planet:
curing and preventing disease; managing
complex data to solve complex problems;
and the decarbonisation of energy systems
to limit climate change. At the same time, we
consider how the way we run our business can
maximise impact – through strong governance
and ethical practice; for our exceptionally
talented people; for our communities and the
environment; and by supporting our portfolio
companies to do the same.
Our starting point
Environment and climate
IP Group’s carbon footprint and exposure
to climate risk as an organisation is
low but, through our investments in
carbon capture, nuclear fusion and
hydrogen technology, we have a
significant opportunity to support the
global transition away from fossil fuels
and enable organisations to achieve
Net Zero goals and achieve a balance
in greenhouse gasses produced with
that taken out, sooner, in support of the
Paris Climate Agreement. In addition,
IP Group’s Deeptech investments
include technologies that are working
to improve product performance whilst
reducing energy consumption, from
new computing architectures to next
generation wireless networks. Science,
technology, and innovation funding have
also been identified by the UN as one of
the main means of implementation for
the achievement of the 2030 Sustainable
Development Goals (“SDGs”).
Social
We are a responsible organisation that
seeks to have a positive impact on people
and society through our investments and
the way we operate. We conduct all of our
operating and business activities in an
honest, ethical, and socially responsible
manner, acting professionally, fairly and
with integrity in all business dealings and
relationships. Our culture and internal
frameworks guide our behaviour and help
us focus on the things that really matter
such as meeting our commitments,
developing, and supporting our people,
furthering our diversity and inclusion, and
making a difference in our communities.
We are building companies in our Life
Sciences portfolio for a healthier future
and in our deep technology portfolio that
will support current and future societal
needs in computing, communication, and
mobility. Our investments in the human-
machine interface are just one way we
seek to make a positive social change, for
example by allowing all human users the
ability to interact digitally through means
other than a keyboard - through touch,
sound, and immersion.
Governance
IP Group endeavours to conduct business
in accordance with established best
practice, to be a responsible employer,
and to adopt appropriate values and
standards. The Group’s Board of Directors
oversees the Group’s approach to
ESG and ensures that ESG factors are
incorporated into the Board decision
making process. Further detail on
the day-to-day responsibility for ESG
matters is set out on page 68. The ESG
and Ethics Committees report to the
Executive Committee which, in turn,
reports up to the Board. A written report
is included in each Executive Committee
and Board pack, and relevant issues
will be discussed at the Executive
Committee and/or Board where relevant.
Furthermore, the Group’s Head of ESG
attends the Board on a bi-annual basis to
present on the Group’s ESG workstreams
and progress.
46
IP GROUP PLC ANNUAL REPORT 2022
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OUR FINANCIALS
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STRATEGIC REPORT
.
46
IP GROUP PLC ANNUAL REPORT 2022
MEANINGFUL IMPACT
.
Our impact competencies
Our access:
Our deep relationships provide us access to a unique set of
opportunities from around the world to invest in world-leading
science and technology companies that derive from our
networks, relationships, and brand.
Our expertise:
Our experience and expertise in every stage of business building
allows us to bridge the gap between various groups at all stages
of the process, as well as having IP know how, legal structure
expertise, key recruitment, and capital market access. We have
a network of trusted relationships with advisors, customers and
partners built up over years.
Our insight:
Our international experience, expertise, networks, and
relationships mean that we have unique insight that enables us
to understand the potential of a given technology or innovation
that others cannot see, or at least that we can see first.
Our perspective:
Our permanent capital structure allows us to take a long-term
perspective. This perspective is a critical component of our
expertise and insight and, if not unique, is a very unusual skill set
in the often short-term investment world. We take a long-term
perspective on value creation. We are mindful of, but not driven
by, short-term fund cycles and are focused on maximising long-
term financial and societal return.
Our entrepreneurship:
We can be flexible and open-minded in our approach, allowing
us to be both entrepreneurial and creative in our response to
opportunities. We are innovative in our approach and do it the
IP Group way, adapting to what best suits the collective aim. We
are prepared to take significant, yet intelligent, risk in terms of
the early stage of development of the technologies we back, the
structures we might use, and the timelines that we are prepared
to take in seeing them realised. We have a co-founder mindset
and are aligned with founding teams.
Read about our
business model
on
pages 14 to 15
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
MEANINGFUL IMPACT
.
Read more in
our 2022
Meaningful Impact
Report
+500
87%
£6bn+
+10,000
companies backed
investment in scientific
development
reduction in operational
carbon emissions since 2019
jobs created
Women Code
Signatories to Investing in
since 2018
BREEAM
“outstanding”
headquarters building
Woodland
creation
Invested in UK
Thematic focus areas
Life Sciences
Deeptech
Cleantech
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
MEANINGFUL IMPACT
.
We have established a strong foundation for our ESG agenda, putting in place the
infrastructure, governance and processes that fully embed ESG considerations in
decision making at IP Group.
IDEA methodology
Innovate
Back impactful companies, funding research and developing
solutions to clear societal and environmental issues.
Demonstrate
Co-create KPIs working with our investors and stakeholders, that
are meaningful, appropriate and transparent.
Elevate
Raise the profile of ESG matters in our organisation and in our
portfolio companies.
Accelerate
Provide the tools, funding, support and management expertise
to help companies achieve impact, incorporating a just and
equitable approach.
In 2023, we will implement our ESG
Forward agenda which aims to
accelerate our impact, while increasing
the transparency by which we
demonstrate and communicate our ESG
performance to our stakeholders.
ESG integration is the baseline for all
responsible investors. We seek to go
further, building on our thesis that
the issues currently faced by society
require radical, innovative and impactful
solutions, rather than incremental
change. We will achieve this through
strong partnerships with our portfolio
companies and by focusing on the
way we run our business and further
developing our strong and supportive
culture.
This approach speaks to our fiduciary
duty as active, responsible investors
and stewards, and to delivering clear
outcomes that marry both financial
and social returns and generate long-
term sustainable value across the triple
bottom lines of social, economic and
environmental impact.
Our stakeholders
Meaningful impact through
engagement with our
stakeholders
Our investments
Meaningful impact through
our investments
Our Group
Meaningful impact through
the way we run our business
Our community
Meaningful impact in the
communities in which
we operate
Read about our
stakeholders
on
pages 99 to 108
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
STRATEGIC REPORT
.
OUR ESG FORWARD AGENDA
.
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BUSINESS OVERVIEW
STRATEGIC REPORT
.
OUR ESG FORWARD AGENDA
.
Progressing our ESG Forward agenda
.
Focus areas in 2021
Progress in 2022
Accelerating in 2023
Further integrate ESG into IP Group’s overall
strategy and across all of our business units
Design of a ‘joined up’ ESG and impact
approach for the investment life-cycle
Work with investment directors
and stakeholders to refine ESG and
impact framework and integrate into
investment process
Engage internal stakeholders with ESG
including relevant training
ESG engagement sessions with members of
staff and portfolio companies, to provide an
overview of core ESG concepts and leading
practice
Roll out additional content on ESG awareness
and increase internal engagement on ESG
matters
Improve data collection and reporting,
particularly around material factors as identified
by our materiality assessment
Performed second annual ESG data collection
exercise with portfolio companies
Update ESG materiality map, with input from
our stakeholders
Invest in an ESG data platform to collate
ESG and climate-related data from portfolio
companies
Consider formal environmental targets aligned
to Net Zero at operational and portfolio level
Committed to submit data to CDP and
provided initial disclosure of Group data
during the year
CDP submission
Collaborate with portfolio companies
to create a meaningful approach to
emission reduction
Explore ways in which the positive impact of our
portfolio can be further tracked, measured, and
disclosed. Engage portfolio companies on key
ESG factors such as diversity
We have begun to work with portfolio
companies to identify relevant KPIs and are
`building out our impact framework to use for
impact reporting
Extend and roll out IP Group’s impact
framework for portfolio companies
Develop company and sector specific
impact KPIs
Our investment themes and the way we run our business align us closely with six of the
UN’s Sustainable Development Goals. We have committed to undertake the SDG ambition
programme in 2023 to help us to broaden our commitment to the SDGs.
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UN SDG
Our contribution
3.3 Fight communicable diseases
3.4 Reduce mortality from
non-communicable diseases and
promote mental health 3D Improve
early warning systems for global
health risks
Through our investments in life sciences, we back innovative research and companies working to address
unmet health needs across the globe
Oxford Nanopore is the world’s first, and only, DNA sequencing platform that enables the genetic analysis of
any living thing in any environment
We provide all employees and their families with health insurance to ensure that they have access to
medical advice and treatment when needed
We provide targeted wellbeing and fitness sessions to staff across themes including stress management
and resilience, individual coaching, work-life balance and sleep management
5.1 End discrimination against women
and girls
5.5 Ensure full participation in
leadership and decision-making
We are committed to equal opportunities for all and have an inclusion and diversity masterplan, which we
began implementing in 2022
We have equal male and female members on our Board
We have two female Employee Executives on our Executive Committee
52% of our employees are female
We are signatories to the Investing in Women Code
Our Women’s Networking Group focuses on ensuring women’s full participation and equal opportunities at all
levels of decision-making and connecting, inspiring and elevating women across the Group
7.2 Increase global percentage of
renewable energy
7.4 Promote access to research,
technology and investments in clean
energy
Our cleantech portfolio companies focus on technologies and innovations that seek to meet the growing
demand for clean energy and a regenerative society and planet
First Light Fusion achieved a validated world-first fusion event in 2022
Hysata’s unique electrolyser technology promises an efficiency gain in the production of green hydrogen
that will bring the cost of production down to the point where it is economical and competitive with other
green energy sources
UN SDG
Our contribution
8.1 Sustainable economic growth
8.2 Diversify, innovate and upgrade for
economic productivity
8.6 Promote youth employment,
education and training
8.7 End modern slavery, trafficking
and child labour
8.8 Protect labour rights and promote
safe working environments
Through our investment in early-stage companies, we support job creation, entrepreneurship, creativity and
innovation. We encourage the formalisation and growth of micro, small, and medium-sized enterprises
Featurespace machine learning solutions prevent fraud and financial crime
We are a responsible employer and reward colleagues in a fair, open and meaningful way. 100% of our
employees earn a living wage
Our employees have access to learning and development opportunities that will support them in the short,
medium and long term
We support productive employment opportunities for young people via our active support and sponsorship
of IntoUniversity, and 10,000 Black Interns
We believe that human rights are non-negotiable and have clear policies on human rights and modern
slavery which we share with our portfolio companies
In 2022 we increased our inflationary pay settlement for employees earning less than an agreed threshold.
We also made a one-off cost-of-living supplement payment to a number of employees
9.2 Promote inclusive and sustainable
industrialisation
9.4 Upgrade all industries and
infrastructures for sustainability
9.5 Enhance research and upgrade
industrial technologies
9.7 Universal access to information
and communications technology
We invest in new technologies and innovative solutions that support upgrading of technological capabilities
and diversification, and sustainable, resource efficient, clean infrastructure
Ultraleap technology is being used for safety critical flight attendant training
13.2 Integrate climate change
measures into policies and planning
13.3 Build knowledge and capacity to
meet climate change
Kiko Ventures, our Cleantech platform was launched in 2022 to focus on climate change and energy transition
Our head office is powered entirely by renewable energy and is rated BREEAM “outstanding”
Our flexible working policy reduces employee commuting
Our total emissions (tCO
2
e) have fallen by 87% since 2019. We continue to make efforts to reduce this to over 90%
We incorporate climate risk and action into our broader governance processes and ESG framework
Since 2018 we have invested in UK woodland creation projects that will capture CO
2
. Our 2022 credits fund the
planting of more than 12,000 trees
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Engaging and maintaining open channels of communication
with our stakeholders is an integral part of our business
and decision making processes. We collaborate with our
stakeholders to define material ESG issues which, in turn, informs
our focus areas, targets and supports ESG planning. This process
supports our goal to achieve positive outcomes and meaningful
impact on real, practical issues and enables the definition of
clear roles and responsibilities to achieve them.
Meaningful impact
through engagement
with our stakeholders
.
Read about
how we work with our stakeholders
on
pages 99 to 108
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Our Ethical Investment Framework
(“EIF”) guides our approach to
investment, ensuring it is responsible
and aligns with our values. Our Ethics
Committee meets twice a year under
the independent Chairmanship of
Professor Gordon Clark.
Read about
our Ethics Committee
on
page 68
ESG is embedded into our investment
process in the following ways:
An ESG assessment is undertaken
as an early part of our investment
decision making process
We include undertakings in our
investment agreements with
portfolio companies, which
contain a list of excluded sectors
that companies should avoid
doing business with and provides
for assistance from the Ethics
Committee if any companies are
considering operating in those
sectors
A policy toolkit provides policy
templates for portfolio companies
for key ESG areas such as data
protection, health and safety,
equal opportunities and diversity
IP Group and Parkwalk are
signatories to the Investing in
Women Code, a commitment
made by certain financial services
firms to support the advancement
of female entrepreneurship in the
United Kingdom. The Code aims
to increase female representation
on investment committees,
boards of portfolio companies,
and company founders selected
for investment
Our ethical investment approach
We launched Kiko Ventures to contribute to tackling
climate change with an approach to venture that’s
fit for purpose as well as profit. The technologies that
we are investing in and working on with our portfolio
partners are critical for the green transition, such
as carbon capture, home energy optimisation and
hydrogen production and use. To say that the impact
that these technologies will have is sizable is an
understatement, and over the next few years we aim
to double down on our commitment in accelerating
society’s transition to a decarbonised, regenerative and
equitable future for all.
Jamie Vollbracht
Founding Partner, Kiko Ventures
We can achieve meaningful impact through the business
sectors and types of business we invest in; by ensuring we
invest responsibly and by supporting our portfolio companies
to adopt appropriate ESG-related practices.
Meaningful impact
through our
investments
.
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© First Light Fusion
First Light Fusion – safe, clean and limitless fuel
First Light Fusion’s mission is to
enable clean fusion power with
the simplest machine possible.
Its inertial confinement approach
aims to create the extreme
temperatures and pressures
required for fusion by compressing
the fuel using a hypervelocity
projectile. Fusion, which is safe,
clean, and virtually limitless, has
the potential to transform the
world’s energy system and, unlike
existing nuclear fission, there is no
long-lived waste, no meltdown risk
and raw materials can be found in
abundance.
Idea
First Light Fusion’s journey started
in nature, with the pistol shrimp.
The pistol shrimp has an oversized
claw, which it can click at very
high speed. The motion is so fast
that it launches a shock wave
into the water and stresses it
so much that it rips apart and
forms a cavity. As the cavity then
collapses in a process called
cavitation, the vapour inside is
heated to thousands of degrees
and emits a bright flash of light.
Two scientists at Oxford, Dr Nick
Hawker and Professor Yiannis
Ventikos, were modelling this
process and discovered that, in
principle, this sort of shock-driven
cavity collapse could achieve
fusion conditions. This led to the
founding of an Oxford spin out
company in July 2011. IP Group led
the first investment in the new
company, alongside Parkwalk
Advisors and a number of angel
investors. The company changed
its name to First Light Fusion in
2014 and proceeded to embody its
technology in proprietary designs
which shape input shockwaves
from a projectile into hypersonic
implosions that heat and
compress fusion fuel. In 2022, the
company demonstrated fusion
from the reaction with a projectile
for the first time.
Nurture
I
P Group led the first three
investment rounds for First Light
Fusion and used its internal
executive search function to
add business and engineering
personnel to the team. High-
profile venture investor and serial
entrepreneur Bart Markus was
recruited to Chair the company
and Sir David King, the former
UK Government Chief Scientific
Advisor and world-renowned
clean energy expert joined First
Light Fusion’s Advisory Board.
Impact
First Light Fusion’s approach to
fusion has the potential to make
clean fusion power practical and
cost effective. If the technology
can be successfully brought to
market over the next two decades,
it will make a significant impact on
the transformation of the global
energy system.
“First Light was set up in 2011, and IP Group has been with the business from the start. IP Group understood the
science and the promise it held, and we backed it not just as an investor but also as a business builder, providing
support and help along its journey. We were the first institutional investor and then led the next two investment
rounds. We also used our internal talent function to complement the team’s brilliant scientists with people from
the worlds of business and energy. We recruited the company’s Chairman and COO and placed Sir David King, the
former UK Government Chief Scientific Advisor and world-renowned clean energy expert on the company’s Advisory
Board. We have been on the company board for over a decade and set up First Light’s governance structure and
helped them create their IP and information security strategies. Over the years, we have introduced many other
investors to the company and helped them achieve prominence in the climate and energy policy communities.”
Robert Trezona
Founding Partner, Kiko Ventures
One of IP Group’s unique
strengths is they really
genuinely understand
science. They’ve supported
us right from the beginning
and we wouldn’t be here
without them.
Dr Nicholas Hawker
CEO, First Light Fusion
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Our ESG Forward agenda recognises the role that the Group can play in supporting portfolio
companies to integrate ESG matters into their own businesses through the provision of
resources and advisory support. Our direct involvement in many of our companies through
Board and management positions gives us great scope to engage on these matters and
accelerate efforts to maximise impact. Ultimately, this will support our goal of creating an
authentic and authoritative set of measures to understand, target and report impact.
Read about our
ESG forward agenda
on
page 49
We are addressing this through engagement and collaboration
on matters such as human rights, employee relations and
ESG planning. We are able to provide training for our portfolio
companies on ESG topics and we have created a Policy, which
includes policy templates for critical legal and governance
areas such as equal opportunities, anti-bribery and corruption,
and data privacy. Finally, we are providing support to our
portfolio companies to understand their carbon footprints and
other environmental impacts and put strategies in place to
reduce them.
Work to date suggests
we can maximise
outcomes in the
following areas, all three
of which align to focus
areas at Group-level:
Carbon reduction
measurement and initiatives
Diversity and inclusion
Good governance
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SUPPORTING OUR PORTFOLIO COMPANIES IN ESG
.
The way we run our business creates meaningful impact for a
wide range of stakeholders and particularly for our employees
and our communities. We have a strong culture that we seek
to build every day by focusing on the things that matter to our
employees including ethical behaviour, engagement, inclusion
and diversity, and reward. We also seek to maximise impact by
supporting our portfolio companies in their own ESG journeys.
Meaningful impact
through the way
we run our business
.
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Fulfilling our purpose is entirely dependent upon the quality of
our people. Identifying, backing and growing transformational
businesses based on disruptive scientific innovation can only be
achieved by leveraging the capability and experience of highly
motivated individual experts.
Our culture, and the values that underpin it, play a significant
role in achieving this by creating an environment which allows
us to attract, retain and engage exceptional people, and
enables them to do their best work. We aspire to be best-in-
class in all areas of operation, developing our people and
culture offer in key areas including learning and development,
reward, inclusion and diversity and communication to
support this.
Our approach to the day-to-day management of our people
reflects this. We take a highly individual approach to the
management of each person, within frameworks that ensure
that every one of our people is treated fairly and equitably. We
focus on continuous improvement, placing a very high level of
importance on the opinions of employees, which we actively
seek out and listen to across a number of different channels.
Our Group
Developing a culture
that contributes to
our purpose
.
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We believe our culture is and will remain a key contributor to our long-term
performance and sustainability.
During 2022, our successes have included:
A significant increase in
employee engagement, with our
eNPS score increasing over 2021
from +28 to +50
An agreed Inclusion and
Diversity Masterplan; a
three-year programme of
improvement led by our
employees, which aims to make
IP Group a market leader in
inclusion, diversity and equality
Increased investment in skills,
knowledge and wellbeing
across the workforce, with
over 60 courses run during
2022 and over 90% of our
people attending at least
one non-statutory learning
programme
eNPS: Improved from
+28 to +50 during 2022
Measured using responses to “I would
recommend IP Group as a great
place to work” in our quarterly Voice
of IP Group surveys
Question answered on a scale of 1–5
eNPS = % employees answering 5, less
% answering 1, 2 or 3.
Outcomes range from -100 (low) to
+100 (high)
Example survey responses:
“We have a strong culture with a clear
vision and goals.”
“I really believe in what we are looking
to achieve.”
“IP Group is a great team with positive
attitude and mutual respect between
members of the team. I am happy to
work here!”
“I have the opportunity to work
on amazing technology with the
potential to change the world.”IP has
a flexible working culture and is open
to new ideas and ways of working.”
Ethical behaviour
We strive to always conduct our business activities in
an honest, ethical, and socially responsible manner
and to comply with all laws, regulations and rules
applicable to our business. We expect our portfolio
companies, co-investors, employees and suppliers to
hold the same high standards when conducting their
respective businesses.
We are committed to acting professionally and
with integrity in all of our business dealings and
relationships and with consideration for the needs of
all of our stakeholders.
We have adopted policies and standards designed
to help and guide employees in their conduct and
business relationships. We take a zero-tolerance
approach to breaches of our policies and implement
and enforce effective systems to mitigate risk. We
provide mandatory training on critical areas such as
anti-bribery and corruption, market abuse and data
privacy matters.
Copies of our key policies can be found on our
website www.ipgroupplc.com
Human rights and modern slavery
We believe that human rights are universal and
non-negotiable. We seek to promote a working
environment where workers are treated with respect,
dignity and consideration and their fundamental
human rights are protected. We comply fully with
applicable human rights legislation in the countries
in which we operate, which includes upholding
freedom of association and the right to collective
bargaining, equal remuneration and protection
against discrimination.
We are committed to implementing and enforcing
effective systems and controls to ensure modern
slavery is not taking place anywhere in our business
or supply chain. We expect the same high standards
from our contractors, suppliers and other business
partners. We have adopted principles and policies
which are relevant to the prevention of modern
slavery in our organisation. These are overseen and
monitored by our ESG and Ethics Committees.
Our Modern Slavery Statement can be found on our
website www.ipgroupplc.com
Engaging our team
Ensuring our people remain engaged, motivated,
and aligned with our purpose is as critical as ever. We
clearly see the benefits of engaging with the wider
team regularly via a range of channels and on a
two-way basis insofar as possible.
Our primary measure of engagement is taken from
our Voice of IP Group (“VIP”) surveys. These surveys
take place on a quarterly basis, with the main survey
in Q2 supplemented by three pulse surveys. We
carefully monitor both the objective and subjective
feedback from these surveys and use the outcomes
to inform our focus and priorities for development.
It is significant that survey scores continued to
improve through 2022. At +28, our eNPS score was
already classified as high at the start of the year, so
we are very proud to have moved to an all-time high
score of +50 at the year end.
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We believe this increase in active employee
engagement contributed to our continued
ability to attract and retain high-quality people
across the team. As with many companies, the
phased return to more normal working patterns
in 2022 combined with cost-of-living pressures,
difficult macroeconomic conditions and a tight
labour market meant that both attraction and
retention have been more challenging than in
previous years.
We were therefore pleased to note that, whilst
16 colleagues left the business during 2022,
only nine leavers were unplanned. Two of these
individuals took up key positions with portfolio
companies and one has since re-joined the
Group. Each of the remaining six individuals left
the firm on good terms in order to pursue career
opportunities not available within the Group or
our portfolio.
Workforce engagement is a key part of the
culture at IP Group. We use multiple channels to
ensure we are able to develop a positive two-
way dialogue with individual employees and
representative groups.
Our regular cycle of VIP surveys generates
meaningful insights which inform the
development of our culture, as well as enabling
us to monitor our progress in key areas. With a
small team, we are also able to ensure that all of
our people have direct and consistent access to
leadership, informally on a day-to-day basis and
through more formal channels and regular all-
employee events.
Our Designated Non-Executive Director, Aedhmar
Hynes, remains directly responsible for workforce
engagement, acting as a conduit between the
Board and the wider team. Anthony York, Group
People Director, fulfils this role for the Executive
Committee.
Employee forum
Engagement is partly facilitated through IP
Connect, our employee forum. IP Connect is a
group of employees elected by the employee
group to represent workforce views. It is consulted
regularly for both general and specific feedback
on cultural development as well as other matters.
It is the responsibility of both Aedhmar and
Anthony to represent these views appropriately
during Board, Committee and Executive
Committee meetings. The CEO and CFOO also
regularly attend IP Connect meetings to hear
views directly and share and request feedback
on key Group work such as the development of
our five strategic pillars.
During 2022, the forum provided feedback on
a broad range of topics, including Executive
remuneration, our working environment, group
values, work/life balance, the (various) results
of our quarterly engagement surveys, Group
strategy, and our approach to learning and
development.
This feedback directly influenced our approach
in a number of areas. We were able to put our
Remuneration Policy to shareholder vote during
the year with confidence that our employees
were in full support. Improvements were made to
the environment at our new headquarters and
to our approach to flexible working to ensure our
approach worked for everyone. Our development
and (particularly) communication/engagement
of the new Group strategy was significantly
influenced by feedback from IP Connect, as was
the development of the values and behaviours
which will underpin it. These will be finalised and
launched with further feedback from this group
during 2023.
As we move into 2023, our commitment to seek
out, engage with and act upon the feedback of
our employees remains as strong as ever. The
membership and constituency structure of IP
Connect has recently been refreshed to ensure
that all employees are well represented and have
an equal voice. The refreshed group will continue
to meet regularly, representing the views of our
employees to the Executive Directors and the
wider Executive Committee and Board.
Outside of this forum, our employees are
easily able to access our Executive team, our
wider leadership group or the HR lead, and are
encouraged to do so.
Employee Executives
In 2021 IP Group announced it would be including
two Employee Executives on the Executive
Committee, a pioneering move with the primary
purpose of bringing more diversity of thought
into the decision making process at the top of
the organisation. These positions were assigned
to employees who put themselves forward
for selection, with the initial two Employee
Executives being Lisa Patel, a Partner in the Life
Sciences team and CEO of Istesso, and Joyce Xie,
Managing Director, IP Group Greater China.
We believe we are one of the first FTSE250
companies to introduce this type of initiative.
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Speaking up
All employees also have access to our anonymous,
third-party hosted speak up hotline which is
available 24-7. Employees are encouraged to use
the hotline to report concerns of any description
including unethical practice, bullying/harassment or
any behaviour not in line with our policies and values.
There were no incident reports to the hotline in 2022.
Rewarding success
We believe that a fair, equitable and motivating
reward structure plays a central role in inspiring our
people to do exceptional things and contributes
significantly to overall employee satisfaction.
During 2022 we implemented planned changes to
our Executive Director reward structures, particularly
the change in target structure and weighting in
our Annual Incentive Scheme (bonus) and the
introduction of a new Restricted Share Plan (“RSP”).
These changes were also rolled out to the wider
employee group and were very positively received.
Read the
Directors’ remuneration report
on
pages 140 to 162
With a relatively small number of employees, all
of whom contribute tangibly to the success of our
business, we are particularly sensitive to external
pressures which might distract or otherwise impact
our people. During 2022, this has included the acute
cost-of-living pressure. We believe that it was both
morally and commercially responsible to directly
respond to these pressures to protect the most
vulnerable employees.
As such, during 2022, we increased our inflationary
pay settlement in April to a minimum of 5% for
all qualifying employees earning less than and
agreed threshold. The overall increase in like-for-like
salary during the year was above 8%, a significant
investment for the Group.
In response to persistent high inflation through the
second half of the year, we also made one-off “Cost-
of-Living Supplement” payment in November 2022
to a limited number of employees. The payment
was to help people deal with the significant impact
of inflation, particularly increases in heating and
utility costs during the winter months. The payment
was considered especially important given our
commitment to flexible working, meaning more of
our people are spending more time at home.
Cost-of-Living Supplement payments of £2,000
were granted to all employees with a base salary
at or below an agreed threshold. Payments were
pro-rated for part-time employees, but no minimum
service criteria or other qualifying conditions were
applied.
We operate an HMRC-registered SAYE share save
scheme for all UK employees.
Improving inclusion and diversity
Maintaining a diverse and inclusive working
environment and employee group is central to our
culture and something we remain highly committed
to achieving. Our success depends on the quality of
the management and investment decisions we make
and the advice we give, both of which are improved
when influenced by a wide and representative range
of views.
Our ambition is to be diverse and inclusive across
all characteristics and to create a work environment
where all talent thrives. We believe this approach is
both responsible and sustainable.
Our commitment to this approach is exemplified by
the Employee Executives positions on our Executive
Committee. See page 60.
We believe that the
broadest group of inspired
innovators has the
greatest capacity to create
the brightest future. We are
committed to pioneering
I&D best practice because
we strongly believe that
diversity in its broadest
sense leads to optimal
decision making, and that
a supportive inclusive
environment brings out
the best in our employees,
founders and industry
partners.
Anthony York
Group People Director
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We remain committed to driving wider improvements
in inclusion, diversity and equality across the Group.
Our approach is defined and implemented by an
employee-led group, the Inclusion and Diversity
Project (“IDP”) group.
The IDP group was formed following an I&D gap
analysis undertaken in 2021 by Equality Group, the
I&D consultancy specialist. The group comprises 16
members from across IP Group, tasked with driving
I&D progress. It is Chaired by Lois Day, from the
Deeptech team at IP Group.
The IDP spent much of the first part of 2022
developing, refining and agreeing our Inclusion
and Diversity (“I&D”) Master Plan. The Plan explains
in detail recommended actions for the first twelve
months and then the subsequent three years across
four specific areas:
1.
Education & Awareness
With the goal of building a culture that celebrates
I&D, feels special and reinforces IP Group’s
success; providing relevant and ongoing
education to the organisation on I&D; and instilling
positive behavioural norms in the organisation
based on fair engagement practices.
2.
Positioning & Communication
With the goal of communicating inclusively and
promoting the organisation’s culture and benefits
internally and externally.
3.
Guidelines & Toolkits
With the goal of creating relevant guideline
documents that will establish a behavioural
framework and provide resources for the
implementation of the best inclusive practices
internally and externally, including for the benefit
of our portfolio companies.
4.
Accountability & Metrics
With the goal of exploring and implementing
specific input-focused targets to improve
firm-wide representation and decision-
making through increased diversity of thought
and embedding a measurement system to
capture individual behaviour and its impact on
organisational culture.
These medium- to long-term priorities and objectives
were developed with significant employee input and
feedback and were approved by both the Executive
Committee and Board in Q2 2022. Significant
progress was made in the implementation of early
priority areas in the second half of the year.
During the implementation phase, emphasis was
placed on the Education & Awareness pillar, the
cornerstone of which is the IDP Champions initiative.
An IDP Champion was appointed in every internal
team, taking responsibility for engaging team
members with the importance of knowledge and
understanding of these complex issues. We believe
this knowledge first approach will be key to unlocking
sustainable, long-term cultural change.
Our IDP Champions were tasked with leading
regular I&D discussions with their teams, based on a
targeted curriculum designed in collaboration with
Equality Group, our external expert partners. During
2022, discussion topics included diversity, inclusion
and belonging; bias; privilege; and allyship.
Our Women’s Networking Group (“WNG”) was another
priority development in 2022 and held its launch
event on 13 July. The aim of the WNG is to connect,
inspire and elevate women across the Group and
Parkwalk. Three WNG events were held in 2022 and
a full curriculum of events has been developed
for 2023. Invitations to events are also extended to
WNG allies.
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Our Education & Awareness efforts also led to firm-wide roll out of
Conscious Inclusion workshops; continued support for our regular,
employee-led “Ted Talks and Tea” discussion group, which focuses on I&D
topics; and the launch of our “I&D Hero” award.
Whilst Education & Awareness has been our priority theme in 2022, we have
made significant progress across a number of areas, including:
I&D hub
: The launch of a dedicated I&D hub on our employee intranet
site for I&D resources and the integration of I&D highlights into our social
media plan
Employee Guidance
: Development of inclusive communication
guidelines, an inclusive leadership guide, and our behavioural code of
conduct was led by the IDP. We expect all of these initiatives to launch
during 2023
Recruitment
: Protocols have been established to ensure adherence
to a firm-wide shortlisting policy which focuses on diversity-friendly
recruitment practices. An I&D audit of external recruiting firms was
conducted by the HR team and free training support has been offered to
partner recruitment agencies to improve knowledge, understanding and
our overall candidate experience
How we engage
: All internal meetings and interactions are positively
influenced by our agreed engagement practices which encourage our
people to think positively, build up others, challenge biases, practice a
growth mindset and listen actively in their interactions with both internal
and external stakeholders
Ted Talks and Tea
: A regular programme of challenging discussion
events continued during 2022. The programme is run directly by
members of the team and is open to all employees. Subjects covered in
2022 include female representation in the media; LGBTQ+ rights; mental
health and depression; being Muslim and British; facing disability; and
the relative impact(s) of determination and IQ on success
Data/Monitoring
: To ensure we have a full understanding of our current
position and can monitor our progress in this area as we move forward,
gender diversity data has been gathered for assessment at the IP Group
employee level, for our Board, and at the portfolio level
A huge amount of work went into driving gender diversity at IP Group
in the second half of 2022 and an ambitious programme of priority
actions has been identified for 2023 including the roll out of an Inclusive
Communications workshop, the launch of a Code of Conduct document,
an assessment of IP Group policies versus I&D best practice, and the
development of a reverse mentoring scheme.
Gender diversity
In the recent past we have focused on gender representation as a proxy
of our progress in this area and, with appropriate data, will seek to move
beyond this narrow definition of diversity. That said, it is encouraging to note
that senior female representation within IP Group remains at a very high
level across all cohorts and that, overall, the organisation employs more
females than males.
Gender split as at 31 December 2022
Male
Female
Number
%
Number
%
Board
4
57%
3
43%
Executive Committee
7
64%
4
36%
Other Senior Management/
Partners
16
64%
9
36%
Combined SLT
23
64%
13
36%
All employees
45
48%
49
52%
This gender diversity data is the information submitted to FTSE Women
Leaders. Greg Smith (CEO) and David Baynes (CFOO) are included in data
for the Board and for the Executive Committee.
In January 2023 we appointed Anita Kidgell as a Non-executive Director,
bringing 25 years of pharmaceutical experience spanning multiple
disciplines to our Board. Anita’s appointment makes IP Group one of only a
minority of FTSE 250 companies with an even gender split on its Board.
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Board and Executive Management diversity
Listing Rules LR 9.8.6(10) and (11) require the Group to publish information on
Board diversity. Data is for the IP Group Board and Executive Management
on 7 March 2023.
Numbers in this table are based on how individuals identify themselves,
based on data which is a subset of data collected regularly from all
individuals on a wholly voluntary basis. This approach differs from the data
submitted to FTSE Women Leaders presented on page 63.
In the tables below, Executive Management data is for the Executive
Committee. Greg Smith (CEO) and David Baynes (CFOO) are included in
Board data but not the Executive Management data.
Gender
Men
Women
Not specified/
prefer not to
say
Number of Board members
4
4
Percentage of the Board
50%
50%
Number of senior positions on the Board
(CEO, CFO, SID and Chair)
3 (75%)
1 (25%)
Number in Executive Management
5
3
1
Percentage of Executive Management
56%
33%
11%
Ethnic background
White British
or other White
(including
minority-white
groups)
Asian/Asian
British
Not specified/
prefer not to
say
Number of Board members
7
1
Percentage of the Board
87.5%
12.5%
Number of senior positions on the
Board (CEO, CFO, SID and Chair)
4 (100%)
Number in Executive Management
7
1
1
Percentage of Executive
Management
78%
11%
11%
Developing our talent
We continue to focus on ensuring our people have access to an exceptional
learning and development offer. Our approach is based around “curating”
an effective mix of learning programmes for each individual employee over
the short, medium and longer term. The plan supports both current role and
individual career aspirations.
Each individual plan is based upon an exploration of learning/development
needs in three distinct areas:
Build
: Underpin the establishment in role and then career progression
of our people by supporting formal learning directly relevant to the role
they undertake within the business
Empower
: Train and embed the more transferable skills so that our
people are able to maximise the impact and value of their professional
capability
Protect
: Integrate the skills, knowledge and training that our
people require in order to stay physically and mentally healthy into
management conversations and personal targets, ensuring our people
remain willing and able to deploy the skills they have learned to the
benefit of our business and wider stakeholders
Individual learning plans are co-owned by employees and management,
with our People team providing advice, curation and course management
in the background.
During 2022 we supported development across a wide range of specialist
areas and target cohorts. From sponsorship of employees on a Venture
Capital Fellowship programme in the UK to the asynchronous Venture
University programme in Australia and MBA studies at Chicago Booth
Management School, we ensure that our people are able to build a solid skill
base to support performance and progression.
Courses like Executive Presence for Women, delivered by RADA, and our
internal curriculum of communication, presentation and influencing skills
ensures that our people are able to leverage their professional capability
with maximum impact. And our targeted wellbeing programmes, across
themes including stress management and resilience, individual coaching,
work-life balance and sleep management ensure our people remain
fit, healthy and able to work in the face of both stress and competing
external pressures.
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Flexible and open working
We have continued to evolve our working environment, with the aim
of ensuring each employee is able to choose the environment most
appropriate to achieving their targets and goals and to best support their
colleagues. This might be at home, in the office, or elsewhere – and we
understand that this might change depending on their current projects
and tasks, whether they need to work with others or alone, or whether they
simply desire a change for their own wellbeing.
Our approach is based around a flexible and adaptable mix of office and
home working. We do not mandate any particular working pattern, rather
emphasise employee choice and responsibility to develop a pattern which
works for them and their stakeholders.
The significant reduction in commuting and business travel since we
introduced this approach has allowed people to use their time more
productively and has also resulted in a meaningful decrease in both
financial and environmental costs. However, we are also aware of the
importance of physical office space and regular co-working, which we
believe contributes to both efficiency and employee wellbeing. Our global
office spaces, working patterns and supporting technology have continued
to evolve during 2022, and we believe this evolution will continue over the
coming years.
We believe a shared space to work together will always form part of our
approach and our office spaces represent the heart of our business,
embodying our mission, vision, and values. We aim for our spaces to
function as a magnet rather than relying on mandated attendance. We
work hard to ensure that our workspace offering is conducive to the needs
of all of our people.
Protecting our people
All our people are responsible for the promotion of, and adherence to,
health and safety measures in the workplace. Our CFOO has overall
responsibility for the implementation of the Group’s health and safety
policies and procedures.
The primary purpose of the Group’s health and safety policy is to enable all
of our people to go about their everyday business at work in the expectation
that they can do so safely and without risk to their health. During the year
ended 31 December 2022, no reportable accidents occurred under UK
Health and Safety regulations. We also run a range of wellbeing initiatives
for employees focusing on physical and mental health.
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We recognise that we do not operate in a vacuum and that it
is important to look outside of our organisation and consider
the bigger picture. This is the right thing to do, but we also see
a benefit for ourselves in terms of understanding the deeper
long-term impact of our strategies, operations and investments
and building employee engagement. Bringing our ethos and
passion to make a positive difference to those around us is
enjoyable and helps us build a strong and empathetic team.
To maximise impact, we typically partner with organisations we
believe have a similar purpose to us and address societal and
environmental needs.
Supporting our
communities
.
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A key area of focus is to increase equity
for underserved groups, including those
from underrepresented ethnic and
different socio-economic backgrounds
by supporting relevant community
organisations and providing access to
pathways into venture capital and private
equity. We involve our employees in
choosing partners, working through our
Group charity liaison team. Our current
partner charity IntoUniversity was chosen
by an employee vote from a shortlist of
four charities sourced from an original
pool of employee suggestions.
IntoUniversity
IntoUniversity is an educational charity
that supports young people to access
higher education or other ambitions
through a network of learning centres
across the UK. The Group is partnering
with IntoUniversity Brixton to transform
the lives of young people from
disadvantaged backgrounds in this area
of London. In 2022 IntoUniversity Brixton
supported more than 1,400 students
through a wide range of programmes
covering academic and personal
development.
IP Group funds IntoUniversity’s
STEM-themed centre in Brixton and our
employees actively volunteer to support
individual students. In early 2023, we
hosted 22 students at a Business in
FOCUS workshop.
10,000 Black Interns
We continue to actively support the
10,000 Black Interns programme, which
recruits Black students and graduates
into paid internships in sectors including
finance and technology, as we have
done since its inception. Our latest intern,
Malaq-Neo Daniel worked alongside
our Deeptech team over the summer of
2022. Mal found the experience valuable,
and he contributed to the success of
the team during his placement period
to such a degree that we look forward
to welcoming him back as a permanent
employee once he completes his studies
in 2023.
Read more about
IntoUniversity and
the Black Interns
programme
in our
Meaningful Impact
Report
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As a publicly listed entity, we have a strong and
robust governance framework, flowing from the
Board down to the Executive Committee and
the Group’s underlying business. The Board has
delegated responsibility for ESG matters to the
Executive Committee, with the CEO retaining
accountability for ensuring that ESG factors are
properly considered and incorporated within all
aspects of the Group’s business. The Executive
Committee is responsible for reporting on ESG
matters (including any Ethical considerations) to
the Board.
The governance structure in relation to ESG
matters specifically is set out right. The Executive
Committee delegates day-to-day responsibility
for ESG matters to both the ESG and Ethics
Committees and receives regular updates from
each committee. The ESG Committee, is chaired
by the CEO and attended by the CFOO, Head
of Communications, General Counsel UK and
representatives from the investment partnerships.
The ESG Committee meets quarterly to discuss
progress on ESG matters across all elements
of the Group’s business, which helps to ensure
the integration and alignment of the Group’s
ESG strategy and investment processes with
that of the overall strategy of the Group. The
ESG Committee is responsible for overseeing
and implementing the Group’s ESG and
Sustainability policy.
The Group also operates a separate Ethics
Committee, which provides guidance on
ethical issues and monitors compliance with
the Group’s Ethical Investment Framework. The
Ethics Committee meets twice a year, but will
also consider matters that arise at the Group
or portfolio company level on an ad-hoc basis
where necessary.
The oversight function and executive play
complementary roles in managing ESG matters,
including climate-related risks and opportunities.
Oversight
Delegated Authority
Execution
Board
ESG
Committee
Responsible Investment Working Group
Ethics
Committee
Executive Committee
Our governance framework is supported by a
range of policies and our Ethical Investment
Framework described on page 54. Copies of
our key policies can be found on our website
www.ipgroupplc.com
Cyber security
The threat of a cyber-attack is considered a
principal risk facing the Group. The Board and
our Committees have placed particular focus
on mitigating this risk, driving the institution and
implementation of cyber security systems and
processes along with an ongoing programme of
employee testing and training. We take the threat
of a cyber incident very seriously and endeavour
to mitigate the risk wherever possible.
The Audit and Risk Committee and Risk Council
are provided with regular Cyber Security Reports.
In 2022 a Cyber Security Strategy was developed
and will be followed over the course of the next
three years.
Read about
governance at IP Group
on
pages 109 to 177
Read about
cyber security
on
page 96
Governance
.
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IP Group’s carbon footprint and exposure to climate risk is
low but, as a responsible business, we continue to focus on
managing and reducing the entirety of our environmental
footprint. We are targeting Net Zero for Scope 1, 2 and 3 emissions
by 2030 (by reducing our emissions by 90% or more, compared
to that of our base year) and have broadly aligned our reduction
plan with Science-Based Targets thinking. For the fifth year
running we have chosen to invest in carbon mitigation schemes.
Our commitment
to climate
.
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Sustainable London HQ
Our headquarters in Kings Cross is one of the most energy
efficient and sustainable developments in the UK. The building
has been awarded a BREEAM “outstanding” rating and uses the
most efficient route to create clean localised heat and power.
Over and above being located in a highly efficient building, our
environmental impact has benefited from our move to flexible
working described on page 65 and an increase in the proportion
of meetings held virtually.
Scope 3 emissions
Our Scope 3 emissions inventory is currently limited to emissions
arising from business travel. We are in the process of reviewing
Scope 3 categories to determine which are material and
measurable for the Group and, therefore, what additional data
we may be able to disclose in the future, including aggregating
data from our portfolio companies.
Whilst we are able to hold many meetings virtually, face-to-face
interaction is an important part of what we do. We therefore
expect business travel to be a continuing source of emissions for
the Group.
Environmental disclosures
IP Group is required to report on its annual greenhouse gas
(“GHG”) emissions as part of the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2018. IP Group is also
required to report in line with Streamlined Energy and Carbon
Reporting (“SECR”) requirements for the first time for the period
1 January 2022 to 31 December 2022, in line with our financial
reporting period. These requirements include an overview of
GHG emissions, intensity ratios, energy consumption and energy
efficiency actions taken by IP Group over the reporting period
for operational office locations. These disclosures can be found
right. See our Annual Report for our Task Force on Climate-
Related Financial Disclosures (“TCFD”) disclosure.
We assess our carbon footprint in order to identify practical
steps to further reduce our direct emissions. Moving our head
office to a BREEAM “outstanding” rated building supplied
by renewable energy was a key step in our journey to be
carbon neutral in our direct operations and signals our clear
commitment to climate.
The table below shows IP Group’s annual energy consumption
for global operations, associated relevant greenhouse gas
emissions and additional related information. This encompasses
energy and emissions from office use and has been expanded
beyond the minimum requirements to include emissions
associated with all business travel and staff commuting.
The methodology used for the calculation of Greenhouse Gas
emissions is the “GHG Protocol Corporate Accounting and
Reporting Standard”. An “operational control” boundary has
been applied. Carbon conversion factors have been taken
from “UK Government GHG Conversion Factors for Company
Reporting – 2022”. Emissions are reported as tCO
2
e. Scope 2
emissions are reported as “location based”. Of our total reported
energy consumption 290,730kWh was directly related to our UK
operations, producing GHG emissions of 56tCO
2
e, 44% of our
total.
Energy consumption and emissions
2019
2020
2021
2022
% Difference
vs 2021
On-site combustion (kWh)
42,592
n/a
n/a
n/a
Electricity (kWh)
385,759
67,165
169,604
122,880
-27.55
Road Transport (kWh)
n/a
n/a
17,463
n/a
Total Energy (kWh)
428,351
67,165
187,067
122,880
-34.31
Scope 1 Emissions (tCO
2
e)
8
Scope 2 Emissions (tCO
2
e)
114
21
41
24
-41.50
Scope 3 Emissions (tCO
2
e)
852
118
42
103
+145.30
Total Emissions (tCO
2
e)
974
139
83
127
+53.01
Emissions Intensity tCO
2
e/FTE
8.7
1.4
0.9
1.46
+62
Emissions Intensity tCO
2
e/m
2
0.4
0.07
0.05
0.15
+200
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Emissions intensity
IP Group reports two metrics; emissions/staff number in FTE,
and emissions per unit of office floor area in m
2
. The resulting
emission intensity calculations for 2022 are:
1.46 tCO
2
e/FTE
0.15 tCO
2
.e/m
2
These have increased by 62% and 200% respectively versus 2021
due to the return to office working following the lifting of COVID
restrictions, with a greater number of employees commuting
and spending more time in the office and a resumption of
essential business travel.
Over a longer period, our total operational emissions (tCO
2
e)
have fallen by 87% from our 2019 base year total of 974. We
continue to make efforts to reduce this to over 90%.
Energy efficiency actions
As described on page 70, our offices incorporate a number of
energy efficient technologies: the majority of light fittings are low
energy LED, and motion sensors are installed to maximise energy
efficiency. Other appliances and large office equipment such as
printers and laptops are of energy efficient design.
Carbon mitigation
Since 2018 we have invested in UK woodland creation projects
that will capture CO
2
. The UK woodland creation is certified
under the government’s Woodland Carbon Code and delivers
independently certified woodland creation projects that
offer tangible social and environmental benefits. It is the only
standard of its kind in the UK.
Our 2022 credits will support two UK woodland projects through
the planting of more than 12,000 trees across nearly five
hectares of land accounting for 2126 tonnes of CO
2
.
Read more about the woodland creation projects in our
Meaningful Impact Report
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IP Group’s carbon footprint and overall
exposure to climate risk is low. Through
our investments we have a huge
opportunity to lead in the transition away
from fossil fuels and enable organisations
and governments to meet their Net
Zero goals and achieve a balance in
greenhouse gasses produced with
that taken out, sooner, and support the
Paris Agreement on climate. Science,
technology, and innovation, combined
with funding, have also been identified
by the UN as one of the main “means
of implementation” for achievement of
the 2030 SDG agenda, which includes
climate change.
We are well positioned on each of the
four elements of climate-related financial
disclosures recommended by the TCFD.
We see these disclosures as an important
journey for all organisations and we
are committed to continuing to make
progress on them.
Governance
Our Board and various Committees
ensure active and ongoing oversight of
the Group’s management of climate-
related risk and opportunities.
See page 73.
Strategy
Climate-related risks and opportunities
are integrated into our broader Group-
level strategy and operational processes.
Our Group’s strategy, taking into
consideration different climate-related
scenarios is resilient. Our Group’s purpose
focuses us on impact and we back and
support businesses that will meaningfully
contribute to a healthier, tech-enriched,
and regenerative future, including
businesses whose technologies support
action on climate.
See page 74.
Risk Management
We adopt a multifaceted approach
to understanding potential risks to our
business and portfolio companies and
ensuring that appropriate mitigations and
controls are enacted for material issues.
Climate-related risks are an important
part of these efforts.
See page 80.
Metrics and Targets
We have reduced our overall operational
emissions by various strategies, including
the implementation of remote working,
moving offices to more sustainable
premises, undertaking business travel
only when necessary, and working
with our suppliers to reduce Scope 3
emissions. Overall, our total operational
emissions (tCO
2
e) have fallen by 87% to
127 from our 2019 base year total of 974.
We continue to make efforts reduce
emissions by more than 90%.
See page 82
A summary of our compliance with the
recommended disclosures can be found
on page 83 to 84.
Read about our
purpose
on
page 01
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Our approach to ESG and responsible
investment and our related policies
are overseen by the Board of
Directors. Accountability for climate
risk and strategy rests with Executive
management. Our investment process
considers ESG matters using our Ethical
Investment Framework (“EI Framework”),
which is overseen by our Ethics
Committee. We have quarterly meetings
(or on an ad hoc basis when required) of
the ESG Committee, the Ethics Committee,
and our Responsible Investment Working
Group. The role of the different groups
is described in the table right and our
governance structure for all aspects of
ESG, including climate, can be found
on page 68.
We understand that operating and
investing responsibly requires a
strengthened focus on climate change,
particularly with respect to risks and
opportunities that may have a material
impact on the Group and our wider
portfolio. We have in place reporting
processes to ensure that climate-related
risks and opportunities are identified and
communicated to management and
Board level at the earliest opportunity.
Committee mandates and responsibilities
Committee name
Mandate and scope of responsibilities
Frequency of
reporting to the Board
Board
The Board of Directors oversees the implementation and
execution of the Group’s ESG strategy.
The ESG Committee includes two members of the Board,
who take an active part in the functioning and duties of the
ESG Committee.
The Head of ESG also provides regular updates to both the
Board and to the Executive Committee.
Key matters pertaining to ESG and climate-related risks are
discussed at the Executive Committee and at Board, and any
decisions are recorded in the minutes.
Quarterly
ESG Committee
The ESG Committee defines the Group’s ESG risk policy, reviews
climate risks, monitors adherence to climate risk tolerance,
and reviews all key climate related issues and exposures.
The ESG Committee also oversees related policies,
programmes, targets and performance metrics. It reviews
IP Group’s responsible investing frameworks, including those
that consider climate risks and opportunities. Commit-tee
members include IP Group’s Investment Directors, the CEO
and CFOO. There is a clear line of escalation to the Executive
Committee and the Board.
Quarterly
Ethics Committee
Our Ethics Committee reflects the importance placed
on ethics and how we conduct our business. The Ethics
Committee is chaired by an independent external chair and
oversees the Group’s ethics framework, which is our guiding
star on conduct with respect to our clients, employees,
partners and our communities.
Bi-annually
Responsible
Investment
Working Group
The Responsible Investment Working Group oversees the
integration of ESG factors within the Group’s portfolio, as well
as the collection of data with respect to ESG and climate-
related factors.
Quarterly
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Our approach to assessing and
managing climate-related risks and
opportunities
IP Group carries out a climate risk and
opportunities analysis of its operations and
those of the top 20 companies in the portfolio
on an annual basis. The methodology used
within this climate risk and opportunities analysis
aligns to the TCFD recommendations and
reporting framework.
Analysis approach
1.
Materiality analysis
: map materiality
analysis of risk and opportunity likelihood and
magnitude
2.
Scenario analysis
: model and detail potential
high-impact risks and opportunities over the
short, mid, and long term, aligned with the
Network for Greening the Financial System
(“NGFS”)
3.
Gap analysis
: determine the maturity of
disclosure frameworks and focus areas
for TCFD implementation in coming years
(currently underway)
4.
Disclosure
: summarise key findings and
development plans
Transition risks and physical risks are scored
following the best practice methodology
advocated by the Intergovernmental Panel on
Climate Change (“IPCC”) to provide an indication
as to the materiality of each risk over near-
term (<5 years) and long-term (>5 years) time
horizons. The magnitude and likelihood of each
risk is considered across three climate scenarios
proposed by NGFS.
Orderly Transition Scenario
. This scenario
represents early and decisive global policy
action to limit greenhouse gas emissions
Disorderly Transition Scenario
. This scenario
represents delayed, disruptive, sudden and/
or unanticipated global policy action to limit
greenhouse gas emissions
Hot House World Scenario
. This scenario
represents insufficient global policy action
to limit greenhouse gas emissions, leading
to a hot house world with significant global
warming and, as a result, significantly
increased exposure to physical risks
The term risk signifies the possibility of adverse
effects in the future, driven by the occurrence
of a hazard. The level of vulnerability to risk is
determined using three dimensions: exposure,
sensitivity, and capacity to adapt. Sensitivity
reflects the predisposition of organisations,
assets, societies, processes, or systems to be
adversely affected by risk. Capacity to adapt
refers to characteristics or actions that may
reduce the level of risk posed by a hazard and
thereby alleviate vulnerability.
The capacity to adapt is considered in
recognition of the two overarching TCFD
climate-related risk categories:
Adaptive capacity
– the ability of
organisations, assets, societies, processes, or
systems to alleviate the level of physical risks
through actions and transition capacity; and
the ability of organisations, assets, societies,
processes, and systems to alleviate the level
of transition risks through actions
Vulnerability
– which is determined as a
function of risk exposure, sensitivity, and
adaptive/transition capacity, is, therefore,
the degree to which organisations, assets,
societies, processes, or systems will be
negatively affected by risk, or have the
propensity to be negatively affected
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STRATEGY
The Group’s strategy with respect to climate change is underpinned by our
purpose, which focuses us on impact, including investing in technologies and
innovative solutions that will accelerate the move to a decarbonised planet.
Our core portfolio strongly aligns with climate-related financial opportunities
associated with energy transformation strategies, energy reduction strategies
and water reduction strategies, which will become increasingly prevalent in
building climate-resilient economies
We expect to see these opportunities increase with the growing proliferation
of corporate decarbonisation strategies and overall societal decarbonisation.
These portfolio companies can, therefore, capitalise on market- and
product-related opportunities with minimal to no adjustment to their existing
business models, brands or skillsets.
Through our decisions we seek to also reduce our own operational emissions
and introduce frameworks to our portfolio companies that will enable them to
do the same.
We see three global themes relevant to our portfolio:
Global themes
01
Increasing societal
imperative for a
regenerative world
02
Increasing climate
regulation
03
Increasing
capital flow into
climate transition
technologies
Societal imperative to limit
global climate warming
to 1.5°C, accelerating the
demand for changes in
industry structure and social
and economic reforms
Increasing global
regulation around
decarbonisation
and caps on
carbon and GHG
emissions
Increasing capital
flow from private and
public sectors into
clean technology
and supporting
infrastructure
Our opportunity
The changing landscape offers a sizable opportunity for IP Group to not only
do good but also realise value for stakeholders via the Group’s long-term
investment strategy, which seeks to address societal needs of the future
including climate change.
Our climate-related risks and opportunities
Risks and resilience
To determine our climate risk exposure, we conducted a
scenario analysis based on the methodologies described on
page 74 to understand the impact of climate change on the
business models of our portfolio companies.
We conducted analysis to estimate the short-term impact
of climate change for both market risk and credit risks using
climate scenarios published by NGFS. As a result of our analysis,
we believe that the impact of climate change on the Group’s
finances will be limited.
Once the relevant risks were identified:
Estimated climate risk to IP Group’s direct operations and
probability was assigned from small to significant, with the
results shown in the matrix on page 76.
Mitigation measures were designed and put in place to
address any risks identified, and to allow for resilience to any
potential risks.
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STRATEGY
Summary of key risks
Climate scenario
Risk description
Orderly
Transition
Disorderly
Transition
Hot House
World
Mitigation measures
IP Group plc
: Policy/legal risk from increasingly stringent reporting
requirements around climate risk, including TCFD and SECR.
TCFD Risk category: Policy and Legal Risks (Transition Risks)
Ensure robust climate governance structure is in place,
which appropriately manages climate risks throughout
the organisation, including specifying which climate
considerations should be considered as part of pre-
investment due diligence.
IP Group plc
: Risk of failing to incorporate climate change fully into
investment screening and due diligence process.
TCFD Risk category: Market Risk and Reputation Risk (Transition Risks)
Formalise the incorporation of climate change specific
risk screening questions in the pre-investment due
diligence process.
IP Group plc
: Business interruption because of extreme weather
events taking electricity or telecommunications networks offline.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Develop back up and resiliency plans which account for
potential impacts of climate change.
Portfolio
: Risk of supply chain disruption which limits the availability
of component parts required for manufacturing for certain
companies.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies to review supplier sourcing
strategies; encourage companies to develop contingency
plans for when one supplier is affected; and encourage
companies to avoid over concentration of risk with key
suppliers.
Portfolio
: Risk of increased cost of raw materials and production
costs.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies to explore whether certain
inputs can be substituted for others that may be more
cost effective or have higher availability; and encourage
portfolio companies to develop diversified supplier
sourcing strategies.
Portfolio
: Risk of product failure due to extreme weather conditions
driven by climate change for companies with products operating in
harsh environments exposed to extreme weather conditions.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Review product design and testing with portfolio
companies that may be exposed to this risk.
Portfolio
: Reputational risks associated with the decommissioning,
recycling and non-recyclable waste associated with renewable
energy products and/or energy storage systems e.g. fuel cells and
batteries.
TCFD Risk category: Policy and Legal Risks, Reputational Risks
(Transition Risks)
Support portfolio companies to develop business models
and strategies that reduce waste, and encourage re-use
and facilitate recycling.
Portfolio
: Risks to product deployment where companies are
exposed to harsh weather conditions that may be exacerbated by
climate change.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies where this risk may apply to
factor climate conditions into product design and testing.
KEY
Small risk
Significant risk
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STRATEGY
Mitigation
At Group level, we have strengthened our governance and due diligence process. We have also developed
a playbook for business resiliency to respond to business interruption caused by extreme weather events. At
a portfolio level, we are implementing a programme of increased engagement and support to our portfolio
companies, with their broader approach to climate risks and opportunities.
Portfolio companies with transition or physical risk scores over defined thresholds of over
60 (out of a score of 100)
SCENARIO
Orderly Transition
Disorderly Transition
Hot House World
Time horizon
Near term
(<5 years)
Long term
(>5 years)
Near term
(<5 years)
Long term
(>5 years)
Near term
(<5 years)
Long term
(>5 years)
Companies with transition or
physical risk score >60/100.
3
Three long-term physical risks were identified relating to product deployment in the field, where portfolio
companies may be exposed to the impacts of a changing climate, particularly in higher-emissions/higher-
warming scenarios.
No company in the portfolio scored over 45/100 (below the 60 score threshold that we had set) for transition
risks, over both near and long-term time horizons.
In summary, our portfolio
analysis exercise found
no “red flags”, but
three companies were
flagged as being more
predisposed to physical
risks than others and are
more likely to experience
adverse effects from
climate-related risk in a
Hot House World.
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STRATEGY
Opportunities
IP Group’s portfolio is well positioned to
benefit from the transition to a lower carbon
economy because of the large number
of companies in our portfolio whose
core technology and/or product offering
responds to likely demand growth as the
world decarbonises. This is particularly
true of holdings in the cleantech sector.
Technologies backed by the Group, include
renewable energy, hydrogen, electric
mobility, and energy storage.
Categorising our opportunities
The matrix (right) categorises the key
environmental themes over the long
term, where we feel we have the most
opportunity to build and grow, based on
our core competencies and expertise.
Climate-related R&D and innovation,
expansion of low emission goods
and services across the portfolio, and
successful investment in new technologies
were identified as the most material
opportunities for IP Group.
Climate-related opportunities were
identified using opportunity scores based
on two dimensions:
The size of the opportunity
The ability to execute the opportunity
Opportunity scores were given to
companies in the portfolio where the core
technologies and products of the company
aligned with climate-related opportunities.
When applying this scoring methodology
to our top holdings, 37 portfolio companies
were rated “high” in both opportunity size
and execution capability.
Opportunity
categories
Opportunity context
TCFD categories
Low carbon
energy
generation
We expect to see continuing increase in demand for low
carbon energy generation such as fusion energy as the world
transitions to zero carbon. We also expect to see significant
demand for small-scale, localised wind energy generation.
Portfolio companies in this category: First Light Fusion, Spinetic
Energy
Products and services
Markets
Energy source
Energy use
reduction
In addition to a different energy paradigm, there will also be a
drive for reduction and efficiency in energy usage. This will be
from both a retail perspective as homeowners seek to lower
their energy costs and reduce emissions as well as in industrial
applications and the transport sector.
Portfolio companies in this category: Helio Display Materials,
Mixergy
Products and services
Markets
Resource efficiency
Energy
storage
There will be growing need for storing various forms of
renewable energy from solar, wind and hydrogen. We see a
significant opportunity as demand for fuel cell technology
grows and we expect the demand for low cost and long
duration fuel cell storage will grow significantly as the world
decarbonises and electric vehicles proliferate.
Portfolio companies in this category: RFC Power, Bramble
Energy
Products and services
Markets
Resource efficiency
Carbon
capture
There will be increasing demand for emissions reduction
technologies including carbon capture.
Portfolio companies in this category: C-Capture
Products and services
Markets
Resource efficiency
Water
availability
Water availability will become increasingly uncertain in the
future, particularly under warmer climate scenarios. Many
locations across the globe will experience an increase in water
scarcity resulting in growing demand for technologies that
help in the conservation, cleaning and filtering of water.
Portfolio companies in this category: Xeros Technology Group
(A company that was co-founded by IP Group)
Products and services
Markets
Resource efficiency
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STRATEGY
Integrating climate risks and
opportunities into businesses,
strategy, and financial planning
Any climate risks and opportunities that
are identified are assessed in terms of how
they may affect the Group’s business model
and performance.
We have established two key strands in
integrating climate risks and opportunities into
business strategy and financial planning.
Strand 1: Reduce and mitigate
climate risk
We collate key findings and learnings from the
assessments that we undertake with respect to
our operations and portfolio. Any key risks are
integrated into our Risk Register Framework, with
a view to strengthening our resilience, mitigation,
and adaptation responses.
New issues relating to climate and other ESG
factors are discussed at the ESG Committee and
escalated to the Executive Committee or the
Board as appropriate. A materiality assessment
is carried out, where we engage with external
stakeholders to better understand the issues
that are of most concern to them. For each issue,
the assessment rates the degree of stakeholder
concern and potential business impact.
Strand 2: Capitalise on climate
opportunities
Growing interest in climate change and the
transition to a low carbon world is expected
to lead to stronger demand from investors for
solutions that genuinely provide long lasting
impact for people and the planet. Of the
assessed companies in the portfolio of our 25
most material companies, 13 of the 25 companies
analysed (46%) are companies associated with
cleantech and are developing new technologies
to meet the predicted demand for energy
transformation, storage, and carbon reduction.
Summary
There were no red flags identified and overall
climate risk at Group and portfolio level is low
Climate-related R&D and innovation,
expansion of low emission goods and
services across the portfolio, and successful
investment in new technologies were
identified as the most material opportunities
for IP Group
The portfolio is well positioned to benefit
from the transition to a low carbon world
due to its low exposure to climate-related
risks and because of the large number of
companies whose core technology and/or
product offering address opportunities for
energy transition
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STRATEGY
Levers to managing our
climate-related risks
Lever 1: Risk review
As described on page 74 a review of climate-
related risks and opportunities is performed
to identify material risks. The ESG Committee
reviews findings and coordinates any
mitigation plans and strategies identified as
being required. If necessary, issues will be
escalated to the Audit and Risk Committee or
the Board
We perform a company-wide risk assessment,
which looks at the exposure of the firm and
portfolio companies to transition and physical
risk, under various scenarios looking at short,
medium, and long-term time horizons. See
page 74
A business impact analysis is conducted on
each business line and its attached activities
to determine the impact potential of various
disruption scenarios such as unavailability of
premises, of people, of IT or of suppliers
We evaluate material ESG risks, including
climate-related risk, during our regular reviews
with portfolio managers to provide oversight
over their consideration of these risks in their
investment processes. This helps to ensure
that such risks are understood, deliberate and
consistent with objectives
The Board reviews ESG risks, including climate-
related risk, exposure at the portfolio level,
providing rigour and consistency across our
diverse investment portfolio, while seeking to
ensure that risk taking is deliberate, diversified
and scaled
Lever 2: Scenario analysis
IP Group applies the three references from the
NGFS as a framework for considering climate
change risks over different scenarios. The NGFS is
a group of approximately 121 members (including
the Bank of England and United States Federal
Reserve) mobilising mainstream finance to
support the transition towards a sustainable
economy. The assessment of climate-related
risks is done using the NGFS scenarios to
determine the potential impact of issues over
various time horizons.
Orderly scenarios assume climate policies are
introduced early and become gradually more
stringent. Both physical and transition risks are
relatively subdued
Disorderly scenarios explore higher transition
risk due to policies being delayed or divergent
across countries and sectors. Carbon prices
are typically higher for a given temperature
outcome
Hot House World scenarios assume that some
climate policies are implemented in some
jurisdictions, but global efforts are insufficient
to halt significant global warming. Critical
temperature thresholds are exceeded, leading
to severe physical risks and irreversible
impacts like sea-level rise
Lever 3: Landscape scanning
IP Group also undertakes an external scanning
exercise to determine any critical elements
that may have a negative impact on portfolio
companies, in the form of:
Climate regulations
Carbon pricing
Additional disclosures and reporting
requirements
Managing climate-related risks
Given limited risk to the Group itself, IP Group
has increasingly focused on stewardship of the
portfolio to ensure that investee companies are
mindful of issues such as climate change and
strong governance. We recognise the importance
of ensuring that the businesses we help create
comply with all applicable environmental, ethical,
and social legislation. Furthermore, our direct
involvement in many of these companies allows
greater scope to engage with their management
teams and offer guidance.
We engage with portfolio companies to
assess and validate their approach to climate
risk and any potential impact to their business
model
The monitoring of climate issues is done
via direct engagement with our portfolio
companies at revenue stage, using the
NGFS scenarios. The Responsible Investment
Working Group will highlight any specific risks
pertinent to the portfolio
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RISK MANAGEMENT
Integration of climate-related risks
into our overall Group risk processes
An internal risk register is maintained to
capture and review key climate related and
broader ESG risks. There are regular reviews to
assess the design and ongoing effectiveness
of internal controls over the Group’s key
risks, which includes an assessment of the
operating effectiveness and appropriateness
of the controls in place. Risk management
activity in the year included refreshing the
Group’s key risk register
Overall responsibility for the risk framework
and definition of risk appetite rests with
the Board who, through regular review of
risks, ensure that risk exposure is matched
with an ability to achieve the Group’s
strategic objectives
The ESG Committee operates to establish,
recommend, and maintain a fit-for-purpose
risk management framework appropriate
for the Group and oversees the effective
application of the framework across the
business. The ESG Committee is chaired by the
CEO, with representation from our operational
and investment teams
There is a “look back” review to assess key
issues over the year and incorporate learnings
into IP Group’s broader governance structure
and framework
During 2022, we have continued to build on
our existing risk management framework,
enhancing risk management and internal
control processes and working with PwC in an
outsourced internal audit capacity. In doing
so, we supported the Board in the exercising of
its responsibilities relating to risk management
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RISK MANAGEMENT
GHG emissions
The methodology used to determine
the Group’s greenhouse gas (GHG)
emissions is the ‘Greenhouse Gas
Protocol: A Corporate Accounting and
Reporting Standard’ (revised edition).
An ‘operational control’ boundary has
been applied. Carbon conversion factors
have been taken from ‘UK Government
GHG Conversion Factors for Company
Reporting – 2021’. Emissions are reported
as tCO
2
e.
Scope 1
: IP Group does not own or operate
vehicles, infrastructure, real estate, boilers,
or power generators. The Group therefore,
does not produce direct GHG emissions
which would be Scope 1 emissions.
Scope 2
: Scope 2 emissions are reported
as “location based” based on the
emissions intensity of the local grid area
where the electricity usage occurs. The
Group’s Scope 2 emissions in 2022 were
24 tCO
2
e.
Scope 3
: Scope 3 encompasses indirect
GHG emissions in IP Group’s value chain.
These emissions arise from the Group’s
business travel and commuting. The
Group’s Scope 3 emissions in 2022 were
103 tCO
2
e. The Group does not currently
collate data on financed emissions.
The Group does not generate significant
quantities of waste in the delivery of
services that create material sources of
emissions.
We also use the following emission
intensity calculations to monitor progress:
Intensity calculation
2022 data
tCO
2
e/FTE (full time equivalent
employee)
1.46
tCO
2
e/m
2
(of office space)
0.15
Our total GHG emissions (tCO
2
e) have
fallen by 87% to 127 from our 2019 base
year. We continue to make efforts to
continue this reduction to over 90%.
We are also progressing the capture of
operational emissions data from our
portfolio companies.
Read our
GHG emissions
disclosure
on
page 70
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METRICS AND TARGETS
IP Group considers climate-related risk to be financially immaterial in the context of the Company’s overall financial statements.
IP Group has complied with the requirements of LR 9.8.6R by including climate-related financial disclosures consistent with the
TCFD recommendations and recommended disclosures other than the instances noted in the table below where we have partially
complied with the requirements. The table below describes our compliance with each area of the disclosure and where this
information can be found in this Annual Report.
Recommendation
2022
disclosure
level
Reference
Further work planned in 2023
Governance
Disclose the
organisation’s
governance
around
climate-related
risks and
opportunities.
a. Describe the Board’s oversight
of climate-related risks and
opportunities.
Page 73
We have separate ESG Committee, which
specifically focuses on ESG matters, including
climate-related risk
The ESG committee includes two members from
the Board, and any climate-related risks are
escalated to the Board in a timely manner
Management is apprised of ESG considerations,
including climate-related risks via regular
updates
b. Describe management’s role
in assessing and managing
climate-related risks and
opportunities.
Page 73
Strategy
Disclose the
actual and
potential
impacts of
climate-related
risks and
opportunities
on the
organisation’s
businesses,
strategy, and
financial
planning
where such
information is
material.
a. Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium, and long
term.
Pages 76
to 78
There were no red flags identified and overall
climate risk at Group and portfolio level is low
Climate-related R&D and innovation, expansion
of low emission goods and services across
the portfolio, and successful investment in
new technologies were identified as the most
material opportunities for IP Group
The portfolio is well positioned to benefit from
the transition to a low carbon world due to
its low exposure to climate-related risks and
because of the large number of companies
whose core technology and/or product offering
address opportunities for energy transition
b. Describe the impact of climate-
related risks and opportunities
on the organisation’s
businesses, strategy, and
financial planning.
Page 79
c.
Describe the resilience of the
organisation’s strategy. Taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Page 79
Despite our relatively low risk profile with respect
to climate change, we take climate change
seriously and endeavour to follow leading
practice with respect to climate change risk
mitigation and management
DISCLOSURE LEVEL
KEY
Full
Omitted
Partial
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COMPLIANCE WITH TCFD RECOMMENDATIONS
Recommendation
2022
disclosure
level
Reference
Further work planned in 2023
Risk
management
Disclose
how the
organisation
identifies,
assesses, and
manages
climate-related
risks.
a. Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Page 74
The methodology used within this climate risk
and opportunities analysis aligns to the TCFD
recommendations and reporting framework
Any risks that are identified are escalated as
appropriate to the relevant function, committee,
or Board, for a considered risk mitigation and
management strategy and approach
The overall climate-related controls are
embedded into the broader ESG governance
and committee structure and monitored via an
internal risk register
b. Describe the organisation’s
processes for managing
climate-related risks.
Page 81
c. Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
Page 81
Metrics and
targets
Disclose the
metrics and
targets used
to assess
and manage
relevant
climate-related
risks and
opportunities
where the
information is
material.
a. Disclose the metrics used by
the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
processes.
Page 82
The metrics we use are:
tCO
2
e/FTE (full time equivalent employee)
tCO
2
e/m
2
(of office space)
As our overall emissions are very low, an
intensity ratio allows us to better gauge our
energy efficiency and overall strategy to
increase energy efficiency, as well as compare
our energy intensity to that of peers
Scope 1 does not apply to us
We disclose Scope 2. We disclose for our
operational boundary
We disclose business travel and commuting as
part of Scope 3
We have reduced our emissions within our
direct operational boundary by over 80% from
our 2019 base year
We do not currently have explicit targets
and are exploring different approaches to
meaningfully further reduce our emissions, prior
to setting additional targets
For Scope 3, the Group does not currently
collate data on financed emissions but we
intend to do so in future
b. Disclose Scope 1, Scope 2 and,
if appropriate, Scope 3 GHG
emissions, and the related risks.
Pages 70
and 82
c.
Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets.
Page 80
DISCLOSURE LEVEL
KEY
Full
Omitted
Partial
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FINANCIAL DISCLOSURES
Managing risk: our framework
for balancing risk and reward
Governance
Overall responsibility for the risk
framework and definition of risk appetite
rests with the Board, who, through regular
review of risks, ensure that risk exposure
is balanced with an ability to achieve
the Group’s strategic objectives. The IP
Group Risk Council is the executive body
that operates to establish, recommend,
and maintain a fit-for-purpose risk
management framework appropriate for
the Group and to oversee the effective
application of the framework across
the business. The Risk Council is chaired
by the CFOO, its members include the
Company Secretary and Finance Director
and has representation from operational
business units as required during the year.
Risk identification is carried out through
a bottom-up process via operational
risk registers maintained by individual
teams, which are updated and reported
to the Risk Council at least biannually,
with additional top-down input from the
Executive Committee and non-executive
review being carried out by the Audit and
Risk Committee at least annually.
Risk management process
Ranking of the Group’s risks is carried
out by combining the financial,
strategic, operational, reputational,
regulatory and employee impact of
risks and the likelihood that they may
occur. Operational risks are collated
into strategic risks, which identifies
key themes and emerging risks, and
ultimately informs our principal risks,
which are detailed in the Principal Risk
and Uncertainties section of this report.
The operations of the Group, and the
implementation of its objectives and
strategy, are subject to a number of
principal risks and uncertainties. Were
more than one of the risks to occur
together, the overall impact on the Group
may be compounded.
The design and ongoing effectiveness of
the key controls over the Group’s principal
risks are documented using a “risk
and control matrix”, which includes an
assessment of the design and operating
effectiveness of the controls in question.
The key controls over the Group’s
identified principal risks are reviewed as
part of the Group’s risk management
process, by management, the Audit
and Risk Committee and the Board
during the year. However, the Group’s
risk management programme can
only provide reasonable, not absolute,
assurance that principal risks are
managed to an acceptable level.
During 2022, the Risk Council has
continued to build on the Group’s existing
risk management framework, enhancing
risk management and internal control
processes and working with PwC in an
outsourced internal audit capacity,
and in doing so supported the Board in
exercising its responsibility surrounding
risk management. The Risk Council
has continued to support the Board in
exercising its responsibility surrounding
risk management through its regular
meetings.
The risk management activity in the
year included updating the Group’s
risk appetite statements and key risk
indicators incorporating the updated
Group strategy launched in the
year, refreshing the Group’s existing
operational, strategic, and principal risk
registers, performing a full refresh of the
key controls and an assessment of the
strategic risks and the appropriateness of
our principal risks.
The Group adopted a “Cyber Response
Guide” and “Strategic Ransomware
Response Playbook” in December 2021
detailing how the Group would respond
to a cyber crisis following a project led by
the Risk Council to address the growing
threat of cyber-attacks. In 2022, the Risk
Council facilitated extensive one-to-
one and group training sessions for all
those individuals identified in the Group’s
Cyber Response Guide as having a role in
driving the Group’s business response to
such an incident.
Our risk management framework ensures
that risk exposure is balanced with our
ability to achieve our strategic objectives.
David Baynes
Chief Financial and Operating Officer
Read about the
Audit and Risk
Committee
on
pages 163 to 171
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.
In total, the Group’s response team, led by
the CFOO, took part in three simulations
in the year to embed the response
plans and practice senior leadership’s
readiness. Two of these simulations
were externally facilitated. Each
simulation saw response teams react
well to increasingly difficult scenarios;
however areas for improvement have
been identified and the Risk Council
is leading the implementation of the
actions identified that focus on increasing
our internal communications capacity
and a commitment to more regular
and increasingly challenging training
simulations. In addition, the Risk Council
provided training to all staff on what
a cyber-attack might look like and the
appropriate steps to take if they identify
signs of a compromise.
The Risk Council reviewed the
Government’s Response Statement
following its consultation in 2021 “Restoring
trust in audit and corporate governance”
and undertook “no regrets” activities to
ensure the transition to the new regime
will be smooth while we await the final
guidelines. This included drafting an Audit
and Assurance Policy (“AAP”) based on
the minimum standards outlined by the
Government and seeking engagement
from senior leadership as to the key areas
of focus and direction of travel for external
engagement if the AAP is adopted. This
review has identified a priority workstream
for the Risk Council in 2023 will be
reviewing the processes for ensuring ESG-
related information reported by the Group
is robust and designing a fit-for-purpose
process that provides suitable assurance
going forward.
Other projects in the year included
monitoring the set-up of an RMB fund
from ICCV, the Group’s joint venture
with China Everbright, to be operated
by the Group’s Hong Kong subsidiary,
reviewing risk management disclosures
in the annual report and accounts,
updating the Group’s Business Continuity
Plans, monitoring training and testing
completion rates by employees, testing
of key controls over the Group’s principal
risks, monitoring key risk indicators,
performing a control investment review
to ensure the desired levels of controls
agreed by the Board were in place,
continued monitoring of internal audit
remediation points, monitoring progress
of the Risk Council against its agreed
objectives, implementing a cyber
compliance monitoring program and
continued communication of key outputs
of the risk management programme to
operational business heads and the wider
employee group.
Internal audit reviews were conducted
over the following areas: (i) Follow up
review: all high and medium risk actions
identified in the ten reviews completed
since 2019 were reviewed to provide
comfort that completed remediations
remained in place; (ii) Business Continuity
review: a specialist team facilitated the
development and delivery of a simulated
exercise to practise the executive
leadership’s crisis response readiness
in the face of a serious cyber incident
such as a ransomware attack; and (iii)
Key Financial Controls review: following
on from earlier reviews of the design
and operating effectiveness of the key
financial controls covering treasury,
Group financial reporting, budget
and planning, investment valuation,
revenue and receivables, purchases and
payments, the approval of expenses
and a review of the valuation process,
internal audit performed a review
of the financial close and reporting
processes. Additionally, at the request
of management, the PwC internal audit
cyber team have reviewed completed
control remediations originating from
the 2020 cyber maturity assessment
review to confirm all areas highlighted for
improvement have been implemented to
the required standard.
Priorities for 2023 include further
business reviews by the internal audit
function, preparation for anticipated UK
governance reform changes, delivering
training and scenario-based testing
programmes for operational resilience
workstreams, overseeing the set-up
of a regulated business in Hong Kong
and continued enhancement of Group
risk reporting and communication
across the business. We continue to
monitor the impact of the war in Ukraine,
heightened geopolitical tension, supply
chain disruption, high levels of inflation,
increasing interest rate rises, energy and
cost-of-living crisis and volatile capital
markets and note the greatest impact to
the Group has been the marked decline in
the valuation of technology sector listed
companies, which we consider heighten
our principal risks of macroeconomic
environment and access to capital risks.
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Committees
The Group has a number of committees
in place to manage specific risks being:
• Valuation Committee
• Capital Allocation Committee
• Group Cyber Forum
• ESG Committee
• Ethics Committee
Oversight and challenge by the
Risk Council, Central Functions and
Management
Independent assurance
Hong Kong
Board
Risk Council
Collated risk
registers
Executive
Management
HR
Finance
IT
Legal & Cosec
Communications &
Investor Relations
IP Capital
Australia
Parkwalk
Front Line Operations
Audit and Risk Committee
Life Sciences
Technology
Internal audit
Consolidation, analysis, reporting, oversight
Challenge, feedback, learning
KEY
Direct Reporting
Review and Challenge
First Line Of Defence
Third Line Of Defence
Second Line Of Defence
Cleantech
ESG
Central Functions
01
02
03
IP Exec
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IP GROUP RISK MANAGEMENT FRAMEWORK
Emerging risk
The Group’s
management
and Board
regularly considers
emerging risks
and opportunities,
both internal and
external, which
may affect the
Group in the near,
medium, and long
term. The Board
considered this
subject in detail
at its annual risk
workshop at the
Board Strategy
Day in November
and continue to
consider emerging
risks throughout
the year. Set out
to the right are
examples of some
of the potential
emerging risks that
are currently being
monitored by
management and
the Board:
Near term
Medium term
Longer term
Economic and geopolitical
uncertainty
The economic and geopolitical
environment has changed dramatically
since the beginning of 2022 and the Group
is now operating against a backdrop of
greater geopolitical instability, surging
inflation recorded at 9.2% in December 2022
down from its peak of 11.1%in the year, and
the potential for a global recession. The
volatility in capital markets has continued,
most notably interest rate rises, which
have particularly impacted growth and
technology stocks, such as IP Group and its
portfolio.
Climate change transition risks
Transition risks can occur when moving
towards a less polluting, greener economy.
Such transitions could mean that the Group
could face higher costs of doing business
for example new climate-related legislation,
regulations, and reporting requirements,
such as TCFD and SECR reporting, will pose
additional costs as the Group seeks to
manage these risks by investing additional
resources to ensure compliance.
Read about
climate change
risks
on
page 74
Climate change technology risks
Climate change continues to be a
key concern of the Group and all its
stakeholders. IP Group invests in technology
that has the potential to have positive
impacts on the environment and the Group
is well positioned to take advantage of the
changing preferences of governments,
businesses and individuals.
In addition, IP Group reported against the
TCFD recommendations in monitoring
risks and opportunities to the business as
presented by climate change.
Read our
TCFD disclosure
on
pages 72 to 84
Cyber and IT security
Cyber and IT security continue to be areas
of risk for the Group and its portfolio as we
continue to invest in intellectual property-
based portfolio companies, which could
be targets for hackers or competitors
and the regulatory landscape, which is
evolving rapidly around data security
and the increasing powers of regulators
to impose significant fines on companies
who inadvertently breach legislation such
as GDPR. The industry saw an increase
in cyber-attacks in 2022 and it is against
this backdrop that the Group continued
to increase its investment in mitigating
controls, staff training and cyber incident
exercising to support our response to this
risk area.
Access to talent and diversity
The industry in which the Group operates is
a specialised area and the Group requires
highly qualified and experienced employees
to deliver its strategy. The Group’s access to
the right talent is, therefore, of paramount
importance. Increasing shortages across
the full spectrum of the labour market seen
in recent years and trends such as the
“Great Resignation” were considered by
the Board and access to alternative pools
of talent and engaging with those pools of
talent was discussed.
Read about
talent and diversity
on
page 58
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BUSINESS OVERVIEW
Summary of principal risks
and mitigants
A summary of the principal risks affecting
the Group and the steps taken to manage
these is set out in this section. Further
discussion of the Group’s approach to
principal risks and uncertainties is given
on page 127 of the Corporate Governance
Statement and pages 168 to 169 of the
Audit and Risk Committee report, while
further disclosure of the Group’s financial
risk management is set out in note 3 to
the consolidated financial statements
on pages 198 to 201. Following the 2022
annual review process, the heatmap
below describes the relative potential risks
posed by each of the Group’s identified
principal risks i.e. how the principal risks
are ranked against each other.
Consideration of risk appetite
The industry the Group operates in
inherently involves accepting risk to
achieve the Group’s strategic aims of
building a future enhanced by the impact
of transformative businesses we have
identified, backed and grown as long-
term partners and delivering attractive
financial returns on those assets and
third-party funds. The Group accepts risk
only as it is consistent with the Group’s
purpose and strategy and where they
can be appropriately managed and
offer a sufficient reward. The Board has
determined its risk appetite in relation to
each of its principal risks and considered
appropriate metrics to monitor
performance to ensure it remains within
the defined thresholds.
The Board’s assessment of risk appetite
is provided in the summary of each
principal risk below.
Risk appetite ratings defined:
Very low
Following a marginal-risk, marginal-
reward approach that represents the
safest strategic route available
Low
Seeking to integrate sufficient control
and mitigation methods in order to
accommodate a low level of risk,
though this will also limit reward
potential
Balanced
An approach which brings a high
chance of success, considering the
risks, along with reasonable rewards,
economic and otherwise
High
Willing to consider bolder
opportunities with higher levels
of risk in exchange for increased
business payoffs
Very high
Pursuing high-risk, inherently
uncertain options that carry with
them the potential for high-level
rewards
Impact
Likelihood
2
1
5
3
6
4
8
7
Principal risks
1
Insufficient capital: plc
2
Insufficient capital: portfolio
3
Insufficient returns
4
People
5
Macro-economic
environment
6
Legislation/regulation
7
Cyber and IT Security
8
Operations including
international operations
2022 principal risk
Read about the
Audit and Risk
Committee
on
pages 163 to 171
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01
It may be difficult for the Group
to maintain the required level of
capital to continue to operate
at optimum levels of investment
activity and overheads
The Group’s business has historically been reliant on capital markets, particularly those in the UK; however,
the Group’s business model is moving towards self-sustainability with realisations from the portfolio funding
the Group’s ongoing capital needs. The ability of the Group to raise further capital through realisations, or
potentially through equity issues or debt, is influenced by the general economic climate and capital market
conditions, particularly in the UK.
Link to strategy
Access to sufficient levels of capital allows
the Group to invest in its investment
assets, develop early-stage investment
opportunities and invest in its most
exciting companies to ensure attractive
future financial returns.
Actions taken by management
The Group has significant balance sheet capital and managed funds capital to deploy in
portfolio opportunities
The Group regularly forecasts cash requirements of the portfolio and ensures all capital
allocations are compliant with budgetary limits, treasury and capital allocation policies and
guidelines and transaction authorisation controls
The Group ensures that minimum cash is available to maintain sufficient headroom over
debt covenants and regulatory capital requirements
Risk
appetite
Examples of risk
The Group may not be able to provide
the necessary capital to key priority
assets, which may affect the portfolio
companies’ performance or dilute
future returns of the Group
The Group may not be able to realise
capital from its portfolio to fund the
desired level of investment activity in
the portfolio
Development during the year
The Group created a key role to develop greater levels of access to strategic third-party
capital in 2022. The Group appointed a Managing Director of Global Capital following a
robust process of role definition and recruitment an appointment was made in December
2022
The Group’s share price continued to trade below NAV during the year. The Group completed
a share buyback programme to purchase its own shares up to an aggregate consideration
of £35m and announced interim and final dividends of 0.5p and 0.76p per share respectively
A sub group of the Executive Committee met regularly throughout the year to oversee
workstreams focused on narrowing the gap between NAV and the share price
Perception study completed in the year
Debt placement of £120m
Capital allocation group met monthly in 2022 responding to the volatile capital market
environment
The quoted portfolio value reduced by £428.5m in the year
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
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PRINCIPAL RISKS AND UNCERTAINTIES
02
It may be difficult for the Group’s
portfolio companies to attract
sufficient capital
The Group’s portfolio companies are typically in their development or growth phases and, therefore, require
additional capital to continue operations. While a proportion of this capital will generally be forthcoming from
the Group, subject to capital allocation and company progress, additional third-party capital will usually also
be necessary. The ability of portfolio companies to attract further capital is influenced by their financial and
operational performance and the general economic climate and trading conditions, particularly (for many
companies) in the UK.
Link to strategy
Access to sufficient levels of capital
allows the Group’s portfolio companies to
invest in its technology and commercial
opportunities to ensure future financial
returns.
Actions taken by management
The Group operates a corporate finance function, which is experienced in carrying out
fundraising mandates for Life Sciences and Tech portfolio companies
The Group maintains close relationships with a wide variety of co-investors that focus on
companies at differing stages of development
The Group regularly forecasts cash requirements of the portfolio and monitors those with a
heightened funding risk
Parkwalk Advisors continues to have independent investment decision making and is
anticipated to continue to be an important co-investor with the Group, supporting shared
portfolio companies
Risk
appetite
Examples of risk
The success of those portfolio
companies that require significant
funding in the future may be influenced
by the market’s appetite for investment
in early-stage companies, which may
not be sufficient
Failure of companies within the Group’s
portfolio may make it more difficult for
the Group or its spin-out companies to
raise additional capital
Development during the year
IP Group hosted two portfolio company events in 2022 to showcase the Group’s portfolio
companies. These included a virtual Deeptech showcase and an investor update to
highlight three of IP Group’s focus companies, Istesso Ltd, First Light Fusion Ltd and
Featurespace Limited
Continued management of an A$310m trust and a separate mandate for A$45m for
an Australian Super Fund which has a mandate to co-invest with IP Group plc portfolio
companies. In the year, six Group portfolio companies received funding from these
investment vehicles. Total assets at the end of the year for the managed trust totalled
A$199.7m
Submitted an application for regulatory permissions in Hong Kong for a licence to raise
capital from Hong Kong
Parkwalk raised £64m in 2022 and had total AUM of £478m at the end of 2022
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
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PRINCIPAL RISKS AND UNCERTAINTIES
03
The returns and cash proceeds
from the Group’s early-stage
companies may be insufficient
Early-stage companies typically face a number of risks, including not being able to secure later rounds
of funding at crucial development inflection points and not being able to source or retain appropriately
skilled staff. Other risks arise where competing technologies enter the market, technology can be materially
unproven and may ultimately fail, IP may be infringed, copied or stolen, may be more susceptible to
cybercrime and other administrative taxation or compliance issues. These factors may lead to the Group not
realising a sufficient return on its invested capital at an individual company or overall portfolio level.
Link to strategy
Uncertain or insufficient cash returns
could impact the Group’s ability to deliver
attractive returns to shareholders when
our ability to react to portfolio company
funding requirements is negatively
impacted or where budgeted cash
proceeds are delayed.
Actions taken by management
The Group’s employees have significant experience in sourcing, developing, and growing
early-stage technology companies to significant value, including use of the Group’s
systematic opportunity evaluation and business building methodologies within delegated
board authorities
Members of the Group’s investment partnership teams typically serve as non-executive
directors or advisors to portfolio companies to help identify and remedy critical issues
promptly
The Group has portfolio company holdings across different sectors managed by
experienced sector-specialist teams to reduce the impact of a single company failure or
sector decline
The Group maintains significant cash balances and seeks to employ a capital efficient
process deploying low levels of initial capital to enable identification and mitigation of
potential failures at the earliest possible stage
Risk
appetite
Examples of risk
Portfolio company failure directly
impacts the Group’s value and
profitability
At any time, a large proportion of the
Group’s portfolio may be accounted
for by very few companies, which
could exacerbate the impact of any
impairment or failure of one or more of
these companies
The value of the Group’s drug discovery
and development portfolio companies
may be significantly impacted by a
negative clinical trial result
Cash realisations from the Group’s
portfolio through trade sales and IPOs
could vary significantly from year to
year
Development during the year
The Group’s portfolio companies raised approximately £1.0bn of capital in 2022
Excluding the Oxford Nanopore holding, the Group held board seats on 74.0% of portfolio
companies valued at greater than £5m by value
The Group hired two investment professionals across the Deeptech, Cleantech and Life
Sciences sectors in 2022. Three investment professionals left the business, of which two took
up senior roles at IP Group portfolio companies
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
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PRINCIPAL RISKS AND UNCERTAINTIES
04
The Group may lose key
personnel or fail to attract and
integrate new personnel
The industry in which the Group operates is a specialised area and the Group requires highly qualified and
experienced employees. There is a risk that the Group’s employees could be approached and solicited by
competitors or other technology-based companies and organisations or could otherwise choose to leave
the Group. Scaling the team, particularly in foreign jurisdictions such as Australia and New Zealand and Hong
Kong, presents an additional potential risk.
Link to strategy
The Group’s strategic objectives of
developing and supporting a portfolio of
compelling intellectual property-based
opportunities into robust businesses
capable of delivering attractive financial
returns on our assets is dependent on
the Group’s employees who work with
the portfolio companies and those who
support them.
Actions taken by management
Senior team succession plans
Formal learning and development programme for all employees in place
The Group carries out regular market comparisons for staff and executive remuneration
and seeks to offer a balanced incentive package comprising a mix of salary, benefits,
performance-based long-term incentives, and benefits such as flexible working and salary
sacrifice arrangements
The Group encourages employee development and inclusion through coaching and
mentoring and carries out annual objective setting and appraisals
The Group promotes an open culture of communication and provides an inspiring and
challenging workplace where people are given autonomy to do their jobs. The Group is fully
supportive of flexible working and has enabled employees to work flexibly
An employee forum, “IP Connect” with an appointed designated Non-executive Director
to facilitate dialogue with the Board in both directions. Part of IP Connect’s remit is also to
support the evolution of the culture and continuous improvement of working life at the Group
An inclusion and diversity committee the “ID Project”, sponsored by the CEO is in place to
support an inclusive environment to work
Risk
appetite
Examples of risk
Loss of key executives and employees
of the Group or an inability to attract,
retain and integrate appropriately
skilled and experienced employees
could have an adverse effect on
the Group’s competitive advantage,
business, financial condition,
operational results and future
prospects
Development during the year
Launched new remuneration policy, which simplified longer-term performance rewards
replacing previous LTIP awards with RSPs
Record employee engagement (net promoter) scores obtained in the year from employee
engagement surveys
Continued to dedicate senior team time and resources to the development of the Group’s
inclusion and diversity programme, the ID Project. The IDP Masterplan was launched and all
staff received training in the year
More than 90% of employees attended a L&D programme sponsored training course
Continued high frequency of employee communications from Executive Directors and the
Head of HR via bi-weekly all-staff meetings
The labour market generally remained supply constrained in 2022, which saw resignations
rise in the market creating pressure in the talent acquisition and retention market. This
pressure is acutely felt by the Group as front-office investment professionals were in
particularly high demand
Staff attrition was 16.0%
Approximately 50.0% of employees have been with the Company for at least five years
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
OUR GOVERNANCE
OUR FINANCIALS
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PRINCIPAL RISKS AND UNCERTAINTIES
05
Macroeconomic conditions may
negatively impact the Group’s
ability to achieve its strategic
objectives
Adverse macroeconomic conditions could reduce the opportunity to deploy capital into opportunities or
may limit the ability of such portfolio companies to receive third-party funding, develop profitable businesses
or achieve increases in value or exits. Political uncertainty, including impacts from Brexit, the COVID-19
pandemic or similar scenarios, could have a number of potential impacts, including changes to the labour
market available to the Group for recruitment or regulatory environment in which the Group and its portfolio
companies operate.
Link to strategy
The Group’s strategic objectives of
developing a portfolio of commercially
successful portfolio companies and
delivering attractive financial returns on
our assets and third-party funds can
be materially impacted by the current
macroeconomic environment.
Actions taken by management
Senior management receive regular capital market and economic updates from the
Group’s capital markets team and its brokers
Monthly capital allocation process and on-going monitoring against agreed budget
Regular oversight of upcoming capital requirements of portfolio from both the Group and
third parties
The Group’s Risk Council conducts horizon scanning for upcoming events that may impact
the Group
Risk
appetite
Examples of risk
The success of those portfolio
companies that require significant
external funding may be influenced by
the market’s appetite for investment in
early-stage companies, which may not
be sufficient
Of the Group’s portfolio value, 18.1% is
held in companies quoted on public
markets and decreases in values to
these markets could result in a material
fair value impact to the portfolio as a
whole
Development during the year
Macroeconomic and geopolitical conditions remain uncertain in the UK. Inflation peaked
in the year at 11.2% in the UK and interest rate rises were seen across the UK, Eurozone, US
and elsewhere, ending an era of low interest rates. The market anticipates further increases
to interest rates in the short term, albeit at a slower rate than seen in 2022 and continued
challenges to economic growth in the short and medium term
The Group has maintained significant cash reserves and agreed a debt placing in 2022
raising an additional £120m available for investment and as such is well placed to respond
to macroeconomic uncertainty
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
OUR GOVERNANCE
OUR FINANCIALS
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PRINCIPAL RISKS AND UNCERTAINTIES
06
There may be changes to,
impacts from, or failure to
comply with, legislation,
government policy and
regulation
There may be unforeseen changes in, or impacts from, government policy, regulation or legislation (including
taxation legislation). This could include changes to funding levels or to the terms upon which public monies
are made available to universities and research institutions and the ownership of any resulting intellectual
property.
Link to strategy
The Group’s strategic objectives of
creating and maintaining a portfolio
of compelling opportunities to deliver
attractive returns for shareholders could
be materially impacted by failure to
comply with, or adequately plan for, a
change in legislation, government policy
or regulation.
Actions taken by management
University partners are incentivised to protect their IP for exploitation as the partnership
agreements share returns between universities, academic founders and the Group
The Group utilises professional advisors as appropriate to support its monitoring of, and
response to changes in, tax, insurance or other legislation
The Group has internal policies and procedures to ensure its compliance with applicable
regulations
The Group maintains D&O and professional indemnity insurance policies
Risk
appetite
Examples of risk
Changes could result in universities
and researchers no longer being able
to own, exploit or protect intellectual
property on attractive terms
Changes to tax legislation or the nature
of the Group’s activities, in particular in
relation to the Substantial Shareholder
Exemption, may adversely affect the
Group’s tax position and accordingly its
value and operations
Regulatory changes or breaches
could ultimately lead to withdrawal of
regulatory permissions for the Group’s
authorised subsidiaries, resulting in
loss of fund management contracts,
reputational damage or fines
Development during the year
Ongoing focus on regulatory compliance, including third-party reviews and utilisation of
specialist advisors
Parkwalk Advisors Ltd applied to the FCA to vary their regulatory permissions with the FCA
in the year to allow them to increase the level of assets under management in response to
their success as an EIS investment manager
The Group adopted a conflicts of interest policy in the year documenting the Group’s
approach to identifying and managing conflicts of interest relating to investment and
divestment decisions
Submitted an application for a Type 1 and Type 9 regulatory licence to the Securities and
Futures Commission (“SFC”) in Hong Kong. The licences, if granted, will allow the Group’s
Hong Kong subsidiary to raise capital for the Group’s portfolio companies and other similar
companies and manage a PRC-based fund
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
OUR GOVERNANCE
OUR FINANCIALS
95
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RISK MANAGEMENT
.
PRINCIPAL RISKS AND UNCERTAINTIES
07
The Group and its portfolio
companies may be subjected
to phishing and ransomware
attacks, data leakage and
hacking
This could include taking over email accounts to request or authorise payments, GDPR breaches and access
to sensitive corporate and portfolio company data.
Link to strategy
The Group’s strategic objectives of
creating and maintaining a portfolio
of compelling opportunities to deliver
attractive returns for shareholders could
be materially impacted by a serious cyber
security breach at a corporate or portfolio
company level.
Actions taken by management
The Group reviews its data and cyber-security processes with its external outsourced
IT providers and applies the UK Government’s “ten steps” framework or other national
equivalents where relevant
Regular IT management reporting framework in place
Internal and third-party reviews of policies and procedures in place to ensure appropriate
framework in place to safeguard data
Assessment of third-party suppliers of cloud-based and on-premises systems in use
Annual Cyber and IT training is supplemented by regular bite-sized and interactive cyber
security training
Network and infrastructure security systems to respond to emerging threats
Risk
appetite
Examples of risk
The Group, or one, or a combination
of, its portfolio companies could face
significant fines from a data security
breach
The Group or one of its portfolio
companies could be subjected to a
phishing attack, which could lead to
invalid payments being authorised or a
sensitive information leak
A malware or ransomware attack
could lead to systems becoming non-
functioning and impair the ability of the
business to operate in the short term
Development during the year
Ongoing focus on IT security and staff training, including completing the implementation of
remediations agreed from internal audit reviews and utilisation of specialist advisers
Continued programme of phishing and penetration testing
Three cyber-attack simulations were undertaken in the year to allow executive management
to practice their planned response to a serious cyber incident, including two externally
facilitated sessions
Additional, regular, bite-sized and interactive cyber security training provided to staff to
supplement formal annual cyber security training launched in the year
Reviewed disaster recovery plans in the year
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
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08
The Group may be negatively
impacted by operational
issues both from a UK central
and international operations
perspective
The potential for a negative impact to the Group arising from operational issues such as business continuity
and the overseas operations through non-compliance with local laws and regulations, failure to integrate
overseas operations with the Group, an inability to foresee territory-specific risks and macro-events. The
Group may also fail to establish effective control mechanisms, considering different working culture and
environment, leading to significant senior management time requirement, distracting from core day-to-day
business.
Link to strategy
The Group’s strategy includes building
a portfolio of compelling intellectual
property-based companies across the
UK, US and Australia and New Zealand. The
scale of the Group’s operations, including
internationally represents increased
importance of successful execution of its
operations.
Actions taken by management
Local legal and regulatory advisors have been engaged in the establishment phase of
overseas operations. US and Australia and New Zealand teams have their own in-house
legal teams who regularly report to the UK-based General Counsel
Business continuity plans are in place for the Group and tested regularly
IP Exec and HR are involved in senior hires for new territories. Senior international personnel
include current and former UK employees, encouraging a shared culture across territories
Video conferencing has temporarily replaced regular travel between the UK and other
territories to ensure the Group is aligned in its strategy and culture. It is likely that video
conferencing will continue to be used in place of some travel post pandemic
The risk management framework in place across each business unit has been established
in each international territory and is integrated into the Group’s regular risk management
processes and reporting
Third-party suppliers are used for international accounting and payroll services to reduce
the risk of fraud within smaller teams
Risk
appetite
Examples of risk
A legal or regulatory breach could
ultimately lead to the withdrawal of
regulatory permissions overseas,
resulting in loss of trust management
contracts, reputational damage and
fines
Divergent Group cultures may lead
to difficulties in achieving the Group’s
strategic aims
A major control failure could lead to
a successful fraudulent attack on the
Group’s IT infrastructure or access to
bank accounts
Senior management may spend a
significant amount of time in setting
up and establishing new territories,
which could detract from central Group
strategy and operations
Development during the year
Continued coordination of risk reporting across Australia, New Zealand, Hong Kong, and USA
Application for Hong Kong regulatory permissions submitted to local regulator
UK, US and Australian travel restrictions generally lifted making travel between the
Group’s offices possible, which included a CEO visit to Australia to celebrate the Australian
team’s fifth birthday. China relaxed its COVID-19 policy at the end of the year allowing our
colleagues based in Hong Kong to travel more easily within Greater China and to the UK
Extensive training and testing of the Group’s cyber response plans in the year
An internal audit review of the Group’s business continuity plans was undertaken in the year
Change
from 2021
KEY
STRATEGIC
PILLARS
Have an impact
on the world
that counts
Develop our
unique insights,
expertise
and access
Accelerate
value creation
Build a truly
differentiated
reputation
Be a home for
exceptional
talent
CHANGE
FROM 2021
Increase
Decrease
No change
RISK APPETITE
Very low
Low
Balanced
High
Very High
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Viability statement
The Directors have carried out a robust assessment of the
viability of the Group over a three-year period to December
2025, considering its strategy, its current financial position and
its principal risks. The three-year period reflects the time horizon
reviewed by the Board, and over which the Group places a
higher degree of reliance over the forecasting assumptions
used.
The strategy and associated principal risks underpin the Group’s
three-year financial plan and scenario testing, which the
Directors review and approve at least annually. As a business
which seeks to accelerate the impact of science for a better
future through our portfolio companies, our business model
seeks to balance cash investments, the generation of portfolio
returns and ultimately portfolio realisations. The three-year plan
is built using a bottom-up model using assumptions over:
the level of portfolio investment
the level of realisations from the portfolio (net of carried
interest payments)
the financial performance (and valuation) of the underlying
portfolio companies
the Group’s drawdown and repayment of its debt
the Group’s ability to raise further capital
the level of the Group’s net overheads and
the level of dividends and share buybacks
Of the Group’s principal risks, those relating to insufficient capital
(both Group and portfolio companies), insufficient investment
returns and macroeconomic conditions are deemed to be
the most relevant to the Group’s viability assessment due to
their potential to impact the Group’s liquidity position and
balance sheet position, both of which directly impact the level of
headroom over the Group’s debt covenants. Other principal risks
including; personnel risk; legislation, governance and regulation;
cyber and IT and international operations could have an impact
on the Group’s performance but are less likely to have a direct
impact on viability within the assessment period.
To assess the impact of the principal risks highlighted above on
the prospects of the Group, the financial plan is stress-tested
by modelling severe but plausible and intermediate downside
scenarios where adverse impacts across the Group’s principal
risks relating to insufficient capital, insufficient investment returns
and macroeconomic conditions were considered as part of the
review. Under the severe downside scenario, a 70% reduction in
planned realisations and a 35% decline in portfolio fair values
which were considered together with a series of mitigating
actions, including reducing planned levels of investment.
Under these stress-testing scenarios, significant reductions to
portfolio investments are made in the following two years to
preserve the Group’s remaining cash balances. In all scenarios
modelled, the Group remains solvent throughout the three-
year period with no breach of debt covenants of a “cash trap
period” occurring. See Note 19 for further details on cash trap
arrangements.
Based on this assessment, the Directors have a reasonable
expectation that the Group will continue to operate and meets
its liabilities, as they fall due, up to December 2025.
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Statement by the Directors in
performance of their duties
in accordance with s172(1)
Companies Act 2006
The Directors of IP Group plc consider,
both individually and together as a Board,
that they have acted in the way that
they considered, in good faith, would be
most likely to promote the success of the
Company for the benefit of its members
as a whole. This statement describes how
the Board has had regard to the matters
set out in s172(1) Companies Act 2006
when performing its duties under s172
Companies Act 2006 (“s172”) for the year
ended 31 December 2022.
Engaging with stakeholders
Engaging and maintaining open
channels of communication with the
Group’s stakeholders is an integral part
of its business and critical to ensuring the
future success of the business. The Group
engages with its stakeholders (including
employees) in various forms and using
multiple different media. This flexibility
in methods of engagement enables
the Company to obtain wider access to,
and to facilitate constructive two-way
engagement with, its various stakeholders.
The following table sets out how the
Group focuses on its key relationships with
stakeholders in a way that enables the
Group to discuss the potential impact of its
decisions on the stakeholders affected by,
or relevant to, the issue in question, to take
action in response to matters raised during
such discussions and to feedback on the
actions and their impact, as appropriate.
Shareholders
Employees
Portfolio
companies
Universities
and research
institutions
Environment
and wider
community
Debt
holders
Co-investors
Regulators
Brokers and
advisors
Governance
bodies including
proxy advisors
Third-party
fund
managers
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Name of
stakeholder
Why we engage
How we engage
Issues that matter to this
stakeholder group
Shareholders
To ensure that:
shareholders have a strong
understanding of and confidence
in the Group’s strategy,
performance, purpose and culture
the Group fosters and maintains
strong relationships with its
shareholders
the Board understands the
issues that are important to the
shareholders
Direct meetings/calls, primarily with the Executive Directors and Senior
Management and consultation on various key issues for the Group
with the Chairman, Senior Independent Director and Board Committee
Chairs relating to matters within the relevant Committee’s mandate
Results announcements in person and broadcast via the
‘investormeetcompany’ platform to enable broader audience
engagement and real-time Q&A, presentations and investor roadshows
Group capital markets and sector showcase events
Broker facilitated investor forums/conferences
The Group’s website, with investors being able to sign up to regulatory
and portfolio company alerts
Meetings with analysts and feedback from the Group’s brokers
Annual General Meeting (“AGM”)/other General Meetings, with the 2022
AGM having been held in person, preceded by a shareholder update and
with both events enabling live remote access, and recordings also being
available after, via the ‘investormeetcompany’ platform. Shareholders
were also able to submit questions in advance of the 2022 AGM
Annual Report and Accounts
RNS and RNS Reach announcements
Shareholder circulars
Dedicated IR and company secretarial mailboxes
(IR@ipgroupplc.com and CoSec@ipgroupplc.com)
Commission of an investor perception and shareholder
engagement study
Financial performance
Strategy
The Group’s funding model
Capital allocation, including
approach to shareholder returns
The Company’s share price,
including performance versus NAV
Long-term growth
ESG factors
Culture
Inclusion and Diversity
Significant changes to the Board
and succession planning
Remuneration of Directors
Share option plans
Matters affecting the share capital,
including dilution events
Compliance and governance
Shareholders by sector
Sector / Owner
% at
31/12/2022
Mutual Funds
30.02
Pensions
25.29
Retail
18.16
Hedge
5.63
SWF
4.80
Insurance
4.52
Charities
3.56
Inv Trusts
2.75
Other
5.36
Key shareholder activities in 2022
Q1
Pre-closed period update
Annual results presentation*
Results roadshow
Consultation with shareholders
regarding proposed outcomes of
the triennial review of the Directors
Remuneration Policy
Berenberg UK Corporate conference
Q2
AGM statement
AGM and investor presentation*
Rothschild roadshow
Q3
H1 results presentation*
Results roadshow
Follow-up consultation exercise
with shareholders regarding the
voting outcome at the Group’s AGM
on the IP Group plc Share Plan and
Remuneration Policy
Q4
Investor update on our Deeptech
portfolio*
Rothschild roadshow
Berenberg European Conference
Details of substantial shareholders as at both 31 December 2022 and 28 February
2023 can be found on page 174.
*Available via the ‘Investormeetcompany’ platform
which is open to all stakeholders.
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Name of
stakeholder
Why we engage
How we engage
Issues that matter to this
stakeholder group
Employees
To be a home for exceptional talent,
which is critical to achieving the
Group’s strategy and vision.
Meaningful engagement with
employees also helps to create a
strong and supportive culture.
IP Connect employee forum
Designated Non-executive Director for employees
Regular all-staff meetings in person and via video conference
Annual all-staff off-site day
Weekly all-staff emails from the CEO
Staff intranet
Third-party hosted anonymous speaking up hotline and web reporting
tool
Culture and engagement survey and other more regular pulse surveys
Regular all-staff social events and TED talk discussions
Internal training sessions
Women’s Networking Group (new in 2022)
Inclusion & Diversity Project and the implementation of the Group’s
Inclusion and Diversity Masterplan
Strategy, including purpose and
vision
Culture and values
Transparency of decision making
Opportunities for learning,
development and progression
Talent management
Inclusion and Diversity
Employee/workplace policies
Strong communication
Remuneration and benefits
Wellbeing
ESG factors
Portfolio
companies
To identify, back and grow science-
based opportunities into a
diversified portfolio of transformative
businesses, which address some of
the world’s most pressing challenges.
Part of the Group’s purpose is to build
businesses that have a positive social
and environmental impact, and this
forms an element of the Board’s
consideration of the long-term
impact of its decisions.
Hands-on approach via portfolio company boards as investor
directors/observers
Offering fundraising and capital markets expertise via IP Capital (the
Group’s fund management and corporate advisory business), executive
search services to help build strong boards via IP Exec (in-house
executive search function) and commercial advice and support on IP
strategy and due diligence via the Group’s in-house IP Team
Group capital markets events, including presentations at sector
showcase events
Portfolio company management team presentations to the Board,
either at the Group’s head office in London or onsite at the portfolio
company as part of Board portfolio company tours, which enables
open and transparent two-way engagement between the Board and
the relevant portfolio company management teams
Introductions/facilitating access to co-investors
Attending sector conferences and events alongside portfolio
companies and their management teams
Marketing including through the use of social media to amplify
messaging around the portfolio
Parkwalk annual portfolio showcase attended by investors/co-investors,
advisors and government bodies
Strategy
Financial performance
ESG factors
Fundraising
Building strong boards
The Group’s funding model
Capital allocation
Culture
Investment Committee decision
making process
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Name of
stakeholder
Why we engage
How we engage
Issues that matter to this
stakeholder group
Co-investors
and Third-
Party Fund
Managers
To attract strategic co-investors,
including third-party fund managers,
to invest alongside the Group
either directly or via a vehicle or
arrangement managed by the Group
To build an investment network
to support the Group’s portfolio
companies and to co-invest in
portfolio companies.
This helps to ensure that the Group’s
portfolio companies are adequately
supported, both financially and in
other areas such as board support,
corporate governance and strategy.
To maintain strong relationships
with underlying investors who invest
in the Group’s portfolio via funds or
other arrangements managed by
the Group.
Direct meetings/calls between co-investors and the Executive Directors,
Managing Partners, other Sector Partners, the MD of Australia and senior
members of the IP Capital team
Via portfolio company boards where several co-investors have a board
seat
Attending conferences and sector events including AWE Europe, The
Cleantech Forum (Europe) and Ecosummit
Group capital markets events
Broker facilitated investor forums/conferences
Parkwalk annual portfolio showcase and other investor events
Strategy
Financial performance
Investments and realisations
ESG factors
Investment evaluation and
decision making process
Culture
Strategy
Compliance and governance
Universities
and other
research
institutions
To build, develop and maintain
relationships with universities and
other research institutions in order
to identify promising science and
then back and grow transformative
and businesses that have a positive
impact on the future around
such science.
To create and maintain a pipeline
of compelling intellectual property-
based opportunities.
Regular interaction with universities within the UK, the US and Australia
Annual relationship review in Australia
Parkwalk representatives on relevant university fund investment
committees
Strategy
Financial performance
ESG factors
Culture
Realisations
The Group’s funding model
Capital allocation
The
environment
and wider
community
To generate social and environmental
impact, which is part of the Group’s
core purpose.
Via the Group’s portfolio companies
Engagement with ESG Ratings agencies
Supporting UK woodland creation via Woodland Carbon Code
Charity partnership with IntoUniversity charity
Supporting the 10,000 Black Interns programme
Signatory to Investing in Women Code
Member of UN Global Impact
Member of UN Principles for Responsible Investment
Participation in the ESG_VC Survey
ESG factors
Impact
Capital allocation
Strategy
Inclusion and Diversity
Compliance and governance
Culture
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Name of
stakeholder
Why we engage
How we engage
Issues that matter to this
stakeholder group
Debt holders
To build and maintain strong
partnerships with the Group’s largest
creditors.
Regular reporting requirements
Direct conversations and consultation on matters relevant to existing
debt holders
Outreach to potential lenders on an ad hoc basis
Group capital market events
Strategy
Financial performance
The Group’s funding model
Realisations
Compliance and governance
ESG factors
Regulators
To maintain strong relationships with
regulators and a strong compliance
culture.
Direct correspondence on transactions and other matters as necessary
Correspondence with the Takeover Panel on concert party and other
code-related matters
Regular reporting to the Financial Conduct Authority, and incorporation
of any feedback received
Regular reporting to the Australian Securities and Investment
Commission, Australian Prudential Regulation Authority and the
Australian Transaction Reports Analysis Centre
Strategy
Financial performance
Compliance and governance
The Group’s funding model
Portfolio liquidity
ESG factors
Business continuity and longevity
Brokers and
advisors
To ensure a strong understanding of
the Group’s strategy, performance,
purpose and culture and to maintain
strong relationships.
Regular dialogue and correspondence with brokers and advisors
including industry analysts
Group capital markets events and sales team presentations in
connection with the annual and interim results
Strategy
Financial performance
The Group’s funding model
Capital allocation
Compliance and governance
ESG factors
Governance
Bodies
To maintain strong relationships
with proxy advisers, the Investment
Association, the Financial Reporting
Council, ESG Ratings Agencies and
other governance bodies.
Engagement with ESG Ratings Agencies to help demonstrate the
Group’s performance, as well as enabling identification of areas of
improvement
Direct correspondence on matters as necessary, including, without
limitation, two-way engagement on the Group’s remuneration policy
Active participation in public consultations relevant to the Group’s
business, together with FRC Lab initiatives
Correspondence with the Financial Reporting Council
Two-way engagement with proxy bodies in relation to their reports on
the Group’s Annual General Meeting and any other General Meetings
Regular interaction with EIS Association and HMRC in relation to EIS
investments
Regular liaison with government-backed initiatives in relation to
investment within the sector
Correspondence with BEIS (Department for Business, Energy & Industrial
Strategy) in relation to National Security Investment Act
Compliance and governance
Remuneration Policy
ESG factors
Inclusion and Diversity
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Consideration of long-term consequences in
decision making and strategy
The Group’s purpose is to accelerate the impact of science for
a better future. Our vision is a future enhanced by the impact of
the transformative businesses we have identified, backed and
grown as long-term partners.
The Group’s strategy to achieve its purpose and to be
recognised as a bold, visionary investor is built up of
five strategic pillars, further details of which are shown
in diagrammatic form on page 19. These five pillars are
underpinned by an objective to deliver class-leading internal
processes, services and controls to enable the strategy to be
achieved. The Group is increasingly focusing capital, resources
and expertise on clear thematic areas, focusing on accelerating
a dynamic number of priority companies whose products and
services will meaningfully contribute to a regenerative, healthier
and tech-enriched future and which the Board believes can
be material in the context of the overall Group performance. A
detailed explanation of the strategy is set out on pages 18 to 20,
and the Group’s business model is set out on pages 14 to 15.
ESG
We actively engage with, and obtain input from, our key
stakeholders in relation to environmental, social and governance
(“ESG”) matters. We engage with key shareholders, to help us
develop a comprehensive materiality mapping of our ESG
priorities, which in turn allows us to have a meaningful ESG
strategy, that aligns our ESG goals with those of our shareholders
and allows us to maximise our impact for our broader set of
stakeholders. We produce a regular report for our principal debt
provider which shows how capital has been deployed against
a set of pre-agreed ESG criteria. Furthermore, we engage with
ESG ratings agencies, feeding into their ratings approach and
methodologies and providing guidance on ESG matters with
respect to our sector and company specific data points.
The Group actively takes into account ESG factors in performing
its role as a responsible investor and in relation to evaluating the
impact of its portfolio companies against such factors. Indeed, a
major portion of the Group’s portfolio and its ongoing investment
allocation are focused on businesses pursuing activities
designed to facilitate transition towards the Net Zero goal. The
ESG Committee, a sub-committee of the Executive Committee,
oversees the Group’s ESG and impact strategy, and ensures that
all ESG risk, including climate-related risks are appropriately
managed, and that the Group provides required disclosures and
reporting in a full and timely manner. The ESG Committee also
ensures that ESG and impact considerations are embedded into
strategy and risk management and integrated into investment
practices. The ESG Committee is also responsible for the Group’s
active engagement with portfolio companies on ESG issues,
through the Responsible Investment working group. The Group’s
ESG Committee is led by the CEO, with the support of the Head
of ESG, and in addition its members comprise the CFOO, Head
of Communications, UK General Counsel and representatives
from the partnerships. This helps to ensure the integration and
alignment of the Group’s ESG strategy and investment processes
with that of the overall strategy of the Group.
Details of the actions the ESG Committee completed during
2022 and its planned focus for 2023 are set out on page 50.
The Group also operates a separate Ethics Committee, and
further details of the Group’s Ethics Committee and the Ethical
Investment Framework can be found on page 54. The Group’s
Investment Committee processes incorporate ESG and ethical
considerations into each portfolio company investment
proposal, ensuring that the Group’s investments are carried out
in accordance with the Group’s stance on such matters.
The Group is committed to preventing modern slavery in its
business and supply chains and has adopted principles and
policies that are relevant to the prevention of modern slavery
across its organisation and supply chains. This includes the
payment of the London Living Wage. The ESG and Ethics
Committees monitor observance of such conduct.
In fulfilling its role as a responsible investor, the Group makes
clear its expectation of high levels of corporate governance
within its portfolio companies, and takes up Board positions
in the majority of the Group’s priority companies. This helps to
ensure that robust governance processes are in place within
such companies, which the Group also supports through
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facilitating introductions to external advisors, sharing best
practice and offering helpful guidance on new legislation.
The Group has developed an ESG policy toolkit, which is available
to its portfolio companies. This provides template policies for key
governance and compliance policies that the Group expects
its portfolio companies to have in place, including with regard
to anti-corruption and bribery, data protection and speaking
up. Further information on the Group’s stewardship activities is
detailed on page 56.
Wider community
The Group considers its key stakeholders to include the wider
community given its purpose is to accelerate the impact of
science for a better future for all; one example of how the
Group engages in this respect can be seen through the Group’s
charitable work. In 2021, the Group entered into a three-year
charity partnership with IntoUniversity. IntoUniversity aims to
provide local learning centres where young people are inspired
to achieve, and donations made by IP Group will support its
facility in Brixton, London. In 2022, the Group hosted both an
“Insight Day” and a “Challenge Day”, which encouraged young
people from the charity to meet members of our investment
teams, ask questions around their STEM careers and explore
problems around tackling the climate crisis. In partnership with
IntoUniversity and the Big City Bright Futures programme, the
Group also ran a three-week internship for four students who
were beginning their degrees in various STEM subjects. These
students were given the opportunity to meet a member of every
IP Group team, including our Australia and Hong Kong teams, to
understand how the organisation runs, and were challenged to
formulate an investment plan for a portfolio company of their
choice.
Employees
As described on pages 59 and 60, the Board considers
engagement with its colleagues at all levels in the Group to be a
key part of the Group’s culture, and a wide range of events and
experiences are facilitated for employees to participate in, from
both a work and wellbeing perspective.
As further described on page 60 IP Connect, the Group’s
employee forum, seeks to ensure that employees’ voices are
heard by the Group’s management team and Board. The forum
also facilitates meaningful two-way communication between
the Board (via Aedhmar Hynes, the Group’s Designated NED)
and employees, enabling the Board to understand and actively
consider the interests of employees in its discussions and the
decisions it makes. For example, employees’ views on flexible
working and returning to the Group’s new head office after
the pandemic, which were channelled through the IP Connect
forum, have informed the Group’s flexible working policy. IP
Connect was also consulted on work to articulate the Group’s
values, as a precursor to the Group’s new branding initiative. The
Group considers that its combination of a Designated NED and
an employee forum continues to be welcomed by colleagues
as an effective and appropriate approach to employee
engagement within the Group.
How stakeholders’ views are reported to the
Board and influence the Board agenda
Through understanding the views of its stakeholders, the Board
takes into account their opinions, preferences and concerns
when debating and making decisions. Regular contact is
maintained with the Group’s key shareholders and, where
considered appropriate, major institutional shareholders
are consulted on significant decisions and transactions in
contemplation. Key specific areas of discussion over the last
year have been around refreshing the Group’s strategy, our
approach to capital allocation (including taking on private
placement debt), the disparity between our share price and NAV
per share, shareholder returns and the Group’s Remuneration
Policy (including the newly implemented Restricted Share Plan).
Various shareholder events held throughout the year, including
Group and sector-based capital market events, investor results
roadshow meetings and the shareholder webinar held on
the same day as the Group’s AGM, as well as ongoing direct
communications between the Executive Directors and other
senior team members and shareholders through the year, also
enabled the Directors to provide feedback to shareholders on
how their views have been taken into account with respect to
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the various matters on which they have been consulted, as well as to respond to any specific questions that they may have had. The
following table details some examples of interaction between the Board and key stakeholders on certain matters during 2022 and
early 2023, which enabled the Board to take the relevant stakeholders’ views into account when making related decisions.
Themes
Stakeholder
Group
Discussion topics with and
feedback from stakeholders
Action taken by the Board as a result of stakeholder engagement
Capital allocation/
shareholder returns/
strategy
The Group’s overall approach
to Capital Allocation, against
the backdrop of the difficult
macroeconomic and geopolitical
climate in 2022, has featured in
many discussions with shareholders,
brokers and analysts, especially
given that the Group’s shares
continue to trade at a significant
discount to NAV.
The Board, having discussed the issue at length and having
obtained advice from its external advisors, undertook an “investor
perception” study to gain the views and insights of its investors.
The study (facilitated by the Group’s external advisors) involved
discussions with two sell-side analysts and 19 of the Group’s
investors who reflected the diversity of the share register, by
geography, type of investor and total shareholdings.
The results of the study enabled the Board to understand
shareholders’ views relating to the Group’s overall strategic
direction and objectives, its investment and divestment strategies,
its approach to returns to shareholders, the management
team and geographies in which the Group operates, amongst
others. As a result of the study, the Board gained appreciation
that shareholders understood that much of the recent negative
performance in share price relative to NAV per share was in
large part as a result of broader market trends. The study also
reinforced the value of shareholder engagement and the Board
and management resolved to continue their proactive approach
to investor relations and further refine the Company’s equity story
to appeal to new investors.
IP Group plc
remuneration policy
and restricted
share plan
At the Annual General Meeting
(“AGM”) held on 14 June 2022, the
Board of IP Group was pleased to
receive overwhelming support for
its new Remuneration Policy but
noted that the level of shareholder
support for the related Resolution
21 (approval of the IP Group plc
Share Plan) was 79.19%, marginally
below the 80% required by the Code,
with a number of votes opposing
the resolution.
Following the AGM, the Chair of the Remuneration Committee
and Group People Director carried out a follow-up shareholder
engagement process, having previously engaged extensively with
major shareholders on the Group’s Remuneration Policy prior to
the AGM. This process provided an opportunity for shareholders
to share their perspectives and, if appropriate, their reasons for
voting against the resolution.
Following the consultation exercise with shareholders, in
accordance with the Code, the Group published a statement on
its website on 12 December 2022.
KEY
Stakeholder
Shareholders
Brokers and
Advisors
Portfolio
Companies
Debt holders
Employees
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Themes
Stakeholder
Group
Discussion topics with and
feedback from stakeholders
Action taken by the Board as a result of stakeholder engagement
Strategy/branding
As the Group’s strategy has evolved
(as discussed on pages 18 to 20), it
became apparent from discussions
with various employees including
representatives on the Group’s
employee engagement forum, IP
Connect, that the Group’s branding
required a refresh to ensure that it
remained current and in line with the
strategic direction of the Group.
The Group reviewed the existing branding and appointed
branding specialists, Conran Design Group, to work alongside
a newly established Branding Committee to produce a new
vision for IP Group which incorporated the stakeholder feedback
received and accurately reflects the business and it’s strategy.
Principal decision: Debt Private Placement
The Board seeks to ensure that the Group has sufficient capital to pursue its long-term strategic aims. One of the significant principal
decisions relating to the Group’s strategy taken by the Board in 2022, following relevant stakeholder engagement, was the approval of
the Group’s entry into a Note Purchase Agreement pursuant to which it agreed to issue £120m of long maturity private loan notes to
London-based institutional investors (the “Debt Placement”) (as further detailed on page 42). Concurrent with the Debt Placement and
following active engagement with the European Investment Bank (“EIB”), the Group agreed to the early repayment of approximately
£14.6m of the existing shorter-dated EIB debt. The Debt Placement provided the Group with additional funding, providing the Group with
additional flexibility to continue making investments in accordance with its overall strategy and Capital Allocation Plan and giving it
greater flexibility in managing the timing of portfolio realisations and exits, further enhancing liquidity.
When discussing and subsequently entering into the Debt Placement, the Board considered in detail the interests of the following
stakeholders and how they may be impacted, as well as output from its engagement with the EIB:
Creditors
The Board considered the outstanding terms of the three loan facilities that it had in place with the EIB and the impact the Debt
Placement may have on these outstanding facility agreements, mindful that following the Debt Placement the EIB would be
the Group’s second largest creditor. Following engagement with the EIB to discuss the proposals and seek relevant permissions
under the existing contractual arrangements, the Board agreed that the Group would make an early repayment of £14.6m of the
outstanding EIB debt, with the EIB contemporaneously releasing its security in relation to the same.
The Debt Placement required the Group to grant fixed and floating charges over all its assets in favour of a security trustee who
would rank as a secured creditor in priority to all unsecured creditors in the event of an insolvency situation. Given the Group’s cash
balances were strong, as evidenced by its 2021 Annual Report and Accounts, and the Group had confidence in future portfolio
realisations, the Board concluded that the Group’s other creditors would not be adversely affected by the Debt Placement and the
security granted pursuant to it.
KEY
Stakeholder
Shareholders
Brokers and
Advisors
Portfolio
Companies
Debt holders
Employees
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Shareholders
The Board resolved that the Debt Placement was in the best
interests of the Company’s members as a whole. It determined
that the Debt Placement would ensure that the Group remained
well funded and able to follow its current investment and
divestment strategy, assisting the Group in driving value and
delivering more profitable realisations in the future, ultimately
leading to better returns for shareholders in the future.
Portfolio Companies
The Group’s business model, as further described on pages 14
to 15, is to contribute to a better future and generate attractive
returns by identifying, backing and growing transformative
businesses as long-term partners. Where appropriate, the aim
is to “back what we create” and continue to make investments
into portfolio companies, helping to develop a healthy pipeline
of investments into, and realisations from, portfolio companies.
The Board agreed that the Group needed to maintain sufficient
capital to meet ongoing portfolio investment requirements and
balance potential timing issues between realisations and new
investment requirements across its different jurisdictions.
Co-investors
The Directors considered the Group’s relationship with
co-investors in its portfolio companies, noting that the
relationship that the Group has with its co-investors may be
negatively impacted if the Group does not allocate sufficient
capital to meet the needs of its portfolio companies. The
Directors also noted that co-investors may dilute the Group’s
interests disadvantageously should the Group be unable to
continue supporting its portfolio companies in subsequent
funding rounds.
Training and Board processes
The Board identifies principal decisions with reference to the
Matters Reserved for the Board and the Group’s Delegated
Investment and Realisations Authorities, which govern the
approval processes for significant investments and realisations
above a certain threshold. The Board receives regular training
on its s172 obligations to keep current with evolving market
expectations. Information relating to stakeholder issues is
included in relevant Board papers to enable the Board to
understand and consider relevant stakeholder interests when
making any decisions (including principal decisions). This
incorporates feedback sought from relevant stakeholders in
relation to the decisions being brought to the Board and an
assessment of the impact of decisions in contemplation of the
relevant stakeholder groups.
Following any principal Board decision, the Board will endeavour
to provide feedback to the relevant stakeholders, where
appropriate, as part of its continued meaningful stakeholder
engagement process. Where appropriate, being mindful
of its obligations as a listed company and confidentiality
requirements, the Board will seek input from key stakeholders
prior to a decision being taken. In each case, the Directors
consider how a short-term decision (for example, to sell an
asset and achieve an immediate financial return) links into the
Group’s strategy to create long-term value for its shareholders.
The same considerations are taken into account by the
Executive Committee in relation to decisions made under its own
authorities or proposals recommended to the Board.
Board approval
The Strategic Report as set out on pages 10 to 108 has been
approved by the Board.
On behalf of the Board
Sir Douglas Flint
7 March 2023
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1
Sir Douglas Flint
was considered
by the Board to be
independent on
appointment
2
Subject to renewal
for subsequent
three-year terms
as set out on page
126.
Sir Douglas Flint CBE
Non-executive Chairman
Effective date of current letter of appointment:
Appointed as a
Non-executive Director from 17 September 2018 and as Non-executive
Chairman from 1 November 2018
Independent:
N/A
1
Tenure:
4 years
(renewed in September 2021)
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Sir Douglas has extensive experience of public company board
leadership, which helps to focus Board discussion and challenge on
the design and delivery of our strategy. His collaborative approach
helps to facilitate open and constructive boardroom discussion.
Previously, Sir Douglas served as Group Chairman of HSBC Holdings
plc from 2010 to 2017. For 15 years prior to this he was HSBC’s group
finance director, joining from KPMG where he was a partner. Between
2005 and 2011 Sir Douglas served as a non-executive director on the
board of bp plc, latterly chairing its audit committee.
Key external appointments
In other current roles, Sir Douglas is Chairman of abrdn plc, is
Chairman of the Royal Marsden hospital and charity and is a member
of a number of advisory boards and trade associations, through
which he keeps abreast of industry, regulatory and international
affairs of relevance to his public company responsibilities.
Greg Smith
Chief Executive Officer
Effective date of current service agreement:
6 October 2021
Independent:
No
Tenure:
11 years as an Executive Director,
1 year as Chief Executive Officer
Term of office:
Permanent, 6 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Greg gained significant knowledge of the Group and the sector in
which it operates through his decade’s tenure as Chief Financial
Officer of the Group, during which he contributed broadly and
successfully to the Group’s expansion geographically and in scale.
He has deep experience of capital and resource allocation and
investment appraisal and this experience, together with his financial
expertise, plays a fundamental role in driving the Group’s strategy,
purpose and vision.
His strong communication skills have been critical to maintaining
and optimising the Group’s relationship with its key stakeholders.
Prior to joining the Group, Greg held positions at both Tarchon Capital
Management and KPMG. Greg is a Fellow of the ICAEW and holds a
degree in Mathematics.
Key external appointments
Greg serves on a number of advisory bodies seeking to make the
UK’s capital markets more accessible to smaller companies, in
terms of both public listing and scale-up capital, particularly for
those companies whose business is based on innovative science
and technology.
KEY
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Chair
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BOARD OF DIRECTORS
.
2
Subject to renewal
for subsequent
three-year terms
as set out on page
126.
3
Excludes
appointments to
Group portfolio
company boards.
David Baynes
Chief Financial and
Operating Officer
Effective date of current service agreement:
6 October 2021
Independent:
No
Tenure:
9 years as an Executive Director, 1 year as Chief Financial and
Operating Officer
Term of office:
Permanent, 6 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
David’s financial background and expertise, together with his
experience gained during his tenure as the Chief Operating Officer
of the Group, provide the experience required to drive the Group’s
achievement of its financial goals and operating targets. David has a
long track record of working successfully with the boards of investee
companies as they develop and mature, often in challenging and
disruptive circumstances. David was appointed to the Board in March
2014 following the acquisition by the Group of Fusion IP plc where he
held the position of Chief Executive Officer for 10 years.
David brings previous additional experience taking companies from
start-up to full listing on the London Stock Exchange. David was also
previously CFO of Codemasters Limited.
Key external appointments
3
Non-executive Director of Kwalee Limited.
KEY
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Chair
Aedhmar Hynes
Senior Independent Director and Designated
Non-executive Director for employee engagement
Effective date of current letter of appointment:
1 August 2019
Independent:
Yes
Tenure:
3 years
(renewed in August 2022)
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Aedhmar brings valuable experience to the Board in relation to
technology disruption, digital transformation and marketing and
strategic communications. Aedhmar has many years’ experience
in communications and is the former CEO of Text100, a digital
communications agency with 22 offices and over 600 consulting staff
across Europe, Asia and North America.
Aedhmar is also the Senior Independent and the Group’s Designated
Non-executive Director for employee engagement on the Board.
Key external appointments
Trustee of Connecticut Public Broadcasting, The Page Society,
Advisory Council member of the MIT Media Lab, Board Director of
Technoserve, member of the US Foundation Board of the National
University of Ireland, Galway and a Henry Crown Fellow at The
Aspen Institute.
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Dr Caroline Brown
Non-executive Director
Effective date of current service appointment:
1 July 2019
Independent:
Yes
Tenure:
3 years
(renewed in June 2022)
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Dr Brown has a wealth of experience covering accounting and audit,
banking and investments, as well as science and technology, all of
which are highly relevant for the Board. She has over 20 years’ plc
board experience and held previous positions in corporate finance at
BAML (New York), UBS and HSBC. Caroline is a Fellow of the Chartered
Institute of Management Accountants.
Key external appointments
Caroline is a Non-executive Director of Crown Agents Bank Limited,
Luceco plc, and W.A.G payment solutions plc. She is also a non-
executive external member of the global partnership council of
Clifford Chance LLP.
KEY
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Chair
2
Subject to renewal
for subsequent
three-year terms
as set out on page
126.
Heejae Chae
Non-executive Director
Effective date of current letter of appointment:
3 May 2018
Independent
: Yes
Tenure:
4 years
(renewed in May 2021)
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Heejae is an experienced public company director, bringing both
knowledge of finance and industry, having spent the early part of
his career in finance at The Blackstone Group and Credit Suisse First
Boston before moving into industry. Heejae’s former positions include
CEO of Scapa Group plc, Group Chief Executive of Volex Group plc and
Group General Manager for Amphenol Corporation.
Key external appointments
Member of the Board of Overseers at Boston Children’s Hospital.
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Dr Elaine Sullivan
Non-executive Director
Effective date of current letter of appointment:
30 July 2015
Independent:
Yes
Tenure:
7 years
(renewed in July 2021)
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Dr Elaine Sullivan is a senior pharmaceutical and biotech industry
executive with a successful track record in science, investment,
business development and start-ups. She has extensive global
leadership experience including membership of the top senior
global R&D management teams at Eli Lilly (US) and AstraZeneca
(UK) and is experienced in partnerships with venture, equity and
strategic collaborations.
Dr Sullivan has delivered over 250 collaborations and transactions
including spinouts, joint ventures, strategic partnerships and
multi-million US$ acquisitions and brings experience in executing
deals world-wide including US, Europe and China.
Key external appointments
CEO of Keltic Pharma Therapeutics, supervisory Board of Evotec AG
and Non-executive Director of Active Biotech AB, Open Orphan plc
and Nykode Therapeutics ASI.
Anita Kidgell
Non-executive Director
Effective date of current letter of appointment:
18 January 2023
Independent:
Yes
Tenure:
less than 1 year
Term of office:
3 years
2
, 3 months’ notice
Re-election to Board:
Annually at AGM
Skills and Experience
Anita has over 25 years of pharmaceutical experience spanning
multiple disciplines. She is currently Head of Corporate Strategy at
GSK with over ten years of experience of leading strategic initiatives
in numerous areas including China, ESG, geopolitics as well as
integrations and demergers. Between 2004 and 2007 she was the
Global Head of Investor Relations at GSK and prior to this held senior
positions in Corporate Communications, at GlaxoWellcome and at
the Brunswick Group.
Anita has a First Class Honours degree in Applied Biology and has
more than ten years’ experience in pharmaceutical Discovery
Research and Clinical Development.
Key external appointments
Head of Corporate Strategy at GSK.
KEY
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Chair
2
Subject to renewal
for subsequent
three-year terms
as set out on page
126.
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BOARD OF DIRECTORS
.
Compliance with the UK
Corporate Governance
Code 2018 (the “Code”)
The Board is committed to meeting
the high standard of corporate
governance as set out within the
Code (available at www.frc.org.uk/
directors/corporate-governance-
and-stewardship/uk-corporate-
governance-code) and to
compliance with best practice as
it develops.
Further explanation as to how the
main principles set out in the Code
have been applied by the Group is
set out in this section, as well as in
the s172 statement, the Directors’
Remuneration Report, the Audit
and Risk Committee Report, the
Nomination Committee Report
and the Strategic Report. The
Group confirms it applied the main
principles and complied with all the
provisions of the Code throughout
the year.
The Board
Audit and Risk
Committee
Pages 163 to 171
Investment Committees
Page 120
Chairman
Nomination
Committee
Pages 129 to 139
ESG Committee
Page 68
Chief Executive Officer
Executive
Committee
Page 120
Chief Financial and
Operating Officer
Remuneration
Committee
Pages 140 to 162
Ethics Committee
Page 68
Senior Independent Officer
Disclosure
Committee
Page 120
Company Secretary
Non-executive Directors
Read
Board biographies
on
pages 109 to 112
Read about
Board activities
on
pages 118 to 119
Read about
roles and responsibilities
on
page 117
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.
CORPORATE GOVERNANCE FRAMEWORK
.
During 2022, the Group continued
its focus on maintaining the highest
standards of corporate governance,
ensuring that the interests of
stakeholders were fully integrated
into the Board’s decision making
processes.
The Board aims to ensure the highest
standards of corporate governance
and accountability are met alongside
promoting a culture of disciplined
capital allocation into high conviction
investment opportunities enabled by
careful risk identification, reporting and
mitigation. The Board is accountable to
the Company’s shareholders for good
governance, and this report, together
with the Reports of the Remuneration,
Nomination, and Audit and Risk
Committees of the Board, describe the
Group’s detailed approach to corporate
governance and the key developments,
which have taken place in this area
during the year.
Effective corporate governance is
integral to the Board’s oversight of the
design and execution of the Group’s
strategy. It is also critical to building
strong relationships with all the Group’s
stakeholders in order to earn their support
for the Group’s purpose to accelerate
the impact of science for a better future.
The Group continues to foster a culture
of innovation, mutual support, diversity
and inclusion, and encourages its
employees to engage in healthy debate
and challenge so that it can consider
a wide range of opinions when making
decisions. For more information on the
culture the Group and its Board wishes to
foster, see page 58. The Group recognises
that maintaining and developing two-
way stakeholder engagement plays an
important role in building the stakeholder
confidence necessary for the Group to
deliver the strategy and promote the
long-term success of the Company. For
further details on how the Directors have
complied with their duties under s172 of
the Companies Act 2006 (the “CA 2006”),
including in their decision making, please
refer to pages 99 to 108.
The Company’s purpose of identifying,
backing and growing transformative
companies whose products and services
will meaningfully contribute towards a
regenerative, healthier and tech-enriched
future is supported by our commitment
to effective governance, the execution of
which is continuously evolving to reflect
the changing expectations of our key
stakeholders and the product of wide-ranging
discussion within the Board around
opportunities for self-improvement.
Sir Douglas Flint
Chair
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CORPORATE GOVERNANCE STATEMENT
.
Compliance with the UK Corporate Governance Code 2018
The table below shows the principles set out in the Code and
where key content can be found.
Board leadership and Company purpose
Pages
Board of Directors
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109 to 112
Chairman’s Corporate Governance Statement
. . . . . . . . . . . . . . . . . . . .
114 to 128
Culture
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58 to 60
Employee engagement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59 to 60
Governance framework
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Purpose
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
01
Section 172 Statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99 to 108
Shareholder and stakeholder engagement
. . . . . . . . . . . . . . . . . . . . . . .
99 to 108
Division of responsibilities
The role of the Board and Committees
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116 to 120
Board and Committee attendance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
Composition of the Board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120 to 121
Director rotation and independence
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
Composition, succession and evaluation
Board biographies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109 to 112
Board composition
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120 to 121
Board effectiveness and evaluation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136 to 139
Inclusion and diversity
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133 to 134
Induction, awareness and development
. . . . . . . . . . . . . . . . . . . . . . . . . .
125 to 126
Nomination Committee Report
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129 to 139
Succession planning
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135 to 136
Audit, risk and internal control
External audit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170 to 171
Going concern and long-term viability
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168
Internal audit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
Risk and internal controls
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168 to 169
Remuneration
Directors’ Remuneration Report
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140 to 162
This year, in accordance with the Code, the Board and its
Committees undertook an external effectiveness evaluation
facilitated by Bvalco Ltd. The output of the evaluation was
positive and concluded that the Board was operating effectively;
where areas for improvement were highlighted, action plans
will be designed to take these points on board. Further detail on
the process and findings of this evaluation, and the priorities
identified by the Board for 2023, can be found on pages 136 to
139.
The Group upholds strong business values that continue to
guide the Group in implementing its strategy and employees
are encouraged to demonstrate how these values are applied
throughout their work. Both the ESG Committee, which has
responsibility for the oversight and implementation of the
Group’s ESG and Sustainability policy, and the Ethics Committee,
which provides guidance to the Group on ethical issues and
monitors compliance with the Group’s Ethical Investment
Framework, work to ensure that the Group’s values and culture
are also embedded in the Group’s capital allocation framework.
Further details on the ESG Committee and Ethics Committee and
of how the Group mitigates climate-related risk are included on
pages 46 to 84.
The Board welcomes every opportunity to discuss matters
relating to corporate governance with shareholders throughout
the year, as well as at each Annual General Meeting (“AGM”).
The next AGM is on 15 June 2023. In addition, and to facilitate
engagement with shareholders throughout the year, the Group
maintains a dedicated company secretary email address
(cosec@ipgroupplc.com), through which shareholders can
submit questions at any time.
Sir Douglas Flint
Chairman
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The Board
Role and responsibilities of the Board
The Board is responsible to the Company’s shareholders for
the overall management of the Group in a way that promotes
the Group’s long-term sustainable success. The Board defines,
challenges and interrogates the Group’s strategic aims and
direction, and provides entrepreneurial leadership within a
framework of controls for assessing and managing risk.
The Board recognises that, in discharging its responsibilities, it is
necessary to support the maintenance and evolution of a policy
and decision making framework in which the Group’s strategic
aims are implemented, through:
ensuring that the necessary financial and human resources
are in place to meet those aims and to ensure the Group is a
home for exceptional talent
monitoring performance against key financial and non-
financial performance indicators
embedding a robust performance management framework
and aligning reward with the long-term interests of
stakeholders
planning for Board and senior management succession,
overseeing the system of risk management
setting and monitoring adherence to mandated values and
standards in governance matters
monitoring environmental, social and governance policies
and performance
helping to shape and embed the Group’s purpose, vision,
strategy, values and culture.
The Board recognises that its role in setting, monitoring and
enforcing the standards of behaviour it expects from its people
(its culture) is of key importance. The Group’s culture is one of the
key strengths of its business and plays a strong role in attracting,
retaining and incentivising the most talented people. Further
information on the Group’s culture is on page 58.
In supporting the Group’s business and its portfolio companies,
the Board acknowledges the key roles Group functions play
in the fields of capital raising, executive search, legal advice
and support, intellectual property strategy and due diligence
support. These sit alongside and support the hands-on
approach and high level of engagement provided by the
experienced, sector-specific investment partnership team
members. The Directors believe that the Group’s approach to
supporting its portfolio companies in this way is unique and
serves not only to build sustainable businesses with longevity,
but also provides attractive returns for stakeholders by creating
value over the longer term.
The Directors are responsible for promoting the long-term
success of the Company and thereby the Group, taking into
account the interests of shareholders and all other relevant
stakeholders in carrying out this responsibility. The responsibility
of the Directors is collective and recognises their respective roles
as Executive Directors and Non-executive Directors. The non-
executive directors are responsible for constructively challenging
and contributing to proposals on strategy as part of the Board
approval process, scrutinising the performance of management
against targets set and determining appropriate levels of
remuneration. The Non-executive Directors must also satisfy
themselves of the integrity of financial information, and that
financial controls and systems of risk management are robust
and comprehensive. The Executive Directors are responsible for
making and implementing day-to-day decisions (other than
matters reserved for the Board) within the risk appetite and
tolerance and operating and financial constraints set by the
Board.
The Board reviews the purpose, vision and strategy of the
Group and any issues arising from it on a regular basis, and
exercises control over the performance of the Group by agreeing
budgetary and other targets and monitoring performance
against those targets.
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Division of responsibilities
Chairman
Sir Douglas Flint
Leadership and conduct of the Board, encouraging open and constructive discussion and challenge
Promotes high standards of governance and Board effectiveness, including incorporation of ESG factors into board decision making
Ensures active engagement and effective communication with shareholders
Sets the Board’s agenda and is responsible for ensuring the Committees carry out their duties
Ensures that Board members receive timely, accurate and clear information about the Group’s activities
Ensures that Board members receive appropriate induction and ongoing training on the Group’s activities and their own responsibilities
Leads performance assessment of Board members
Chief Executive Officer
Greg Smith
Leads on development and delivery of strategy
Leads the management of the Group alongside the Executive Committee and establishes financial and operational targets
Leads the management of the Group in incorporating ESG factors and is Chair of the ESG Committee
Member and “Champion” of the Group’s Inclusion and Diversity Project, ensuring Diversity and Inclusion factors are incorporated
into decision making analyses and employee engagement development
Responsible for building a team that is able to effectively identify, back and grow impactful early stage innovation-led companies
into a diversified portfolio of robust, transformative businesses, and for embedding a culture that ensures the team is highly
engaged and motivated to deliver
Leads delivery of the Group’s operating plans and budgets and the execution of Board decisions
Leads succession planning for the senior executive positions alongside the Group People Director and reports to the Nomination
Committee thereon
Represents the Group to external stakeholders and engages with them on the Group’s purpose and strategy
Chief Financial
and Operating Officer
David Baynes
Oversight and executive responsibility for the Group’s financial and operational systems, processes and matters
Maintains an efficient and effective controls environment, including protecting the Group against cyber risks
Responsible for executing day-to-day decisions (other than matters reserved for the Board) within the risk appetite and tolerance
and operating and financial constraints set by the Board
Monitors operating and financial performance and reports to the Board on the same
Ensures the Group’s financial structure and capacity supports the Group’s objectives
Senior Independent
Director
Aedhmar Hynes
Available to shareholders to discuss their views and concerns when required
Intermediary between the Board and the Chair
Leads the Board in deliberations where the Chair is conflicted
Leads assessment of the Chair’s performance
Non-executive
Directors
(as part of the Board)
Caroline Brown, Heejae Chae,
Elaine Sullivan, Anita Kidgell
Approve Group strategy and operating plans
Approve business and financing models
Discuss and constructively challenge executive recommendations within matters brought to the Board
Monitor and performance manage delivery of strategy and operating plans
Provide independent views, support and specialist knowledge
Serve on Committees of the Board
Company Secretary
Angela Leach
Advises and keeps the Board updated on governance matters
Ensures Board policies and procedures are followed
Ensures compliance with laws and regulations
Considers Board effectiveness and Directors’ training requirements alongside the Chair
Ensures Board papers are concise, clear and that their purpose is explicitly stated and that matters arising are followed through
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Board activities during 2022
Principal decisions
Recommended the Group’s final Dividend for FY 2021 and
approved an interim Dividend for 2022
Approved the private placement and issuance of £120m long
maturity loan notes and repayment of approximately £15m of
existing EIB debt
Approved amendments to the Group’s delegated investment
and realisation authorities (the “Delegated Authorities”)
Approved portfolio company investments and divestments
required in line with the Delegated Authorities
Approved the Group’s refreshed Capital Allocation Policy
Board and Committee composition and conduct
Reviewed succession planning for the Executive Directors,
Executive Committee members and Non-executive Board
positions
Approved the appointment of Anita Kidgell (January 2023)
Approved the re-election for further three-year terms of each
of Dr Caroline Brown and Aedhmar Hynes
Strategy and risk
Continued to support and engage with the Executive
Directors on (i) a detailed strategic review covering all
components of the Group’s strategy including the Group’s
sourcing of investment propositions, its investment and
capital allocation strategies, its global positioning and its
talent strategy, all in the context of the wider markets and
global environment; and (ii) the subsequent roll-out of the
Group’s refreshed strategy
Reviewed the Group’s performance within its competitive
landscape
Regularly discussed and debated the form and
implementation of the Group’s Capital Allocation Policy
Debated in detail the Group’s principal risks and the Board’s
approach to setting risk appetite
Considered the longer-term emerging risks which may
impact the Group and its business
Corporate governance
Reviewed policies, processes and procedures to ensure
continued compliance with the Code
Reviewed, and updated where necessary, the terms of
reference for its Committees
Received regular updates from the Group’s ESG Committee
Received an update from the Group’s Kiko Ventures (the
Group’s dedicated Cleantech platform) partners on the
Group’s climate-related risks and opportunities
Received an update on the relevant Foreign Direct Investment
Regimes, which affect the Group (including the National
Security and Investment Act (UK), the Committee on Foreign
Investment (US) and the Foreign Acquisitions and Takeovers
Act (Australia))
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Shareholders
Considered the Company’s ability to return cash to
shareholders, recommending the final Dividend for FY 2021
and approving the interim Dividend for 2022
Received a presentation from the Company’s brokers on the
current market climate and circumstances where companies
were attracting activist interest
Discussed the Company’s share price performance, in
particular the discount to NAV and actions to be taken to
narrow the gap
Commissioned an investor perception study (see page 106
for further detail) in relation to the Group’s s172 considerations
and shareholder engagement
Communicated with shareholders with regard to failure to
reach 80% approval for the Group’s new Share Option Plan,
which incorporated the ability to grant restricted share
awards in line with the new Remuneration Policy
Employees
Received quarterly people updates from the Group People
Director including on progress to embed the Group’s culture
and values, improve inclusion and diversity, expand learning
and development resources and the results and actions from
the regular staff surveys
Received a report from the Designated NED at each Board
meeting on her engagement activities with IP Connect, the
Group’s employee forum
Updates from the business and portfolio companies
Received updates at each Board meeting from the Managing
Partners of the Life Sciences and Technology Partnerships,
which included detail on the short to medium-term strategy
for each partnership and performance of their focus portfolio
companies
Visited Oxford to receive in-depth presentations from three of
the Group’s largest portfolio companies
Received periodic updates on portfolio companies directly
from their management teams
Received bi-annual updates from the Managing Directors of
the US, Australasia and Hong Kong/China businesses
Received bi-annual updates from the leadership team at
Parkwalk
Board effectiveness
Implemented the recommendations from the 2021 internal
Board evaluation
Reviewed plans for the external Board effectiveness review,
which was carried out in 2022 (for further detail, see page 136
of the Nomination Committee Report)
Schedule of matters
Except for a formal schedule of matters, which are reserved for
decision and approval by the Board, the Board has delegated
the day-to-day management of the Group’s operations to
the Executive Directors, supported closely by the Executive
Committee and other members of the senior management
team. The schedule of matters reserved for Board decision and
approval are those significant to the Group as a whole due to
their strategic, financial and/or reputational implications. The
schedule, along with the terms of reference for each of the Audit
and Risk, Remuneration and Nomination Committees can be
found within the Corporate Governance section of the Group’s
website at www.ipgroupplc.com and are also available from the
Group’s Company Secretary. This schedule was reviewed in 2022
and all recommended changes were accepted by the Board.
The schedule will be reviewed again in 2023.
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Committees and oversight
In addition to the Executive Directors, the Board delegates
specific responsibilities to certain Committees that assist the
Board in carrying out its functions and ensure independent
oversight of internal control and risk management.
The three principal Committees of the Board (Audit and Risk,
Nomination and Remuneration) play an essential role in
supporting the Board in fulfilling its responsibilities and ensuring
that the highest standards of corporate governance are
maintained throughout the Group. Each Committee has its own
terms of reference, which set out the specific matters for which
delegated authority has been given by the Board.
Separate reports on the role, composition, responsibilities and
operation of each of the Nomination, Remuneration and Audit
and Risk Committees are set out on pages 129 to 139, pages 140
to 162 and pages 163 to 171 respectively.
The composition of the three principal Committees of the Board
and a record of the attendance of the members throughout the
year is set out in the table on page 123.
The Group’s Executive Committee comprises the Group’s two
Executive Directors, the Managing Partners of Technology
and Life Sciences, the Managing Partner of Parkwalk, the
Group General Counsel, the Director of Communications, the
Group People Director, the Finance Director and two Employee
Executives. Within the agreed financial limits set by the Board,
the Executive Committee has primary authority for the day-
to-day management of the Group’s operations, save for
those matters that are expressly reserved for the Board or its
Committees. The Executive Committee is a decision making
body that reports into the Board, primarily through the CEO and
the Chief Financial and Operating Officer. Further details around
the Executive Committee and the Employee Executive roles can
be found on page 60.
The Executive Committee delegates day-to-day responsibility
for overall ESG matters to both the ESG and Ethics Committees
and receives regular updates on such matters. In turn, the
Executive Committee is responsible for reporting on ESG matters
to the Board.
The Disclosure Committee assists the Group in making timely
and accurate disclosure of all information that is required to be
disclosed in order for the Group to meet its legal and regulatory
obligations arising from its listing on the London Stock Exchange.
It ensures that relevant training is provided to the Board and to
the wider employee base and also enables the Group to meet its
obligations under the Market Abuse Regulation. This Committee
also takes responsibility for the assessment and control of inside
information, both in respect of the Group and its quoted portfolio
companies. The composition of the Disclosure Committee
comprises the Chief Executive Officer, the Chief Financial and
Operating Officer, the Group General Counsel, the General
Counsel, UK, the Director of Communications and a minimum of
one Non-executive Director.
The Group has Investment Committees for its Technology and
Life Sciences Partnerships and its Australian entity. Decisions
relating to investments and divestments in portfolio companies
(other than those reserved for the Board) are delegated to
these Investment Committees within defined parameters and
with specific quorum requirements. Parkwalk operates under
separate Investment Committees and investment authorities.
Board size and composition
As at 31 December 2022, there were seven Directors on the
Board: the Chairman, two Executive Directors and four Non-
executive Directors. No changes were made to the Board during
2022. On 18 January 2023 Anita Kidgell was appointed as Non-
executive Director of the Group, following which there were eight
Directors on the Board: the Chairman, two Executive Directors
and five Non-executive Directors; four men and four women. The
biographies of all Directors are provided on pages 109 to 112.
New directors may be appointed by the Board from time to
time, subject to election by shareholders at the first Annual
General Meeting following their appointment. Accordingly, Anita
Kidgell will submit herself for election by shareholders at the
Group’s Annual General Meeting to be held on 15 June 2023. In
accordance with the provisions of the Code, all the Directors
will be offering themselves for re-election at the 2023 Annual
General Meeting.
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The Board unanimously recommends to shareholders the
appointment of Anita Kidgell as Non-executive Director of
the Company. Anita brings to the Board a rare combination
of a scientific background together with strategic and
communication experience in a leading listed company.
Anita has spent the bulk of her career at GSK in a number
of roles including clinical research, science and product
communications, strategy and investor relations. The Board
is satisfied that, having considered the other demands on
her time, Anita has sufficient time to devote to the role and to
be an effective member of the Board and the various Board
Committees on which she will sit.
The Board also unanimously recommends to the shareholders
the reappointment of all the Directors that are offering
themselves for re-election, on the basis that the results of
the annual Board evaluation and the annual one-to-one
performance appraisal process demonstrated that they are all
effective Directors of the Company, commit the required time
demanded of them, and continue to display the appropriate
level of commitment in their respective roles.
Diversity
The disclosure required by DTR 7.2.8 relating to the Group’s
diversity policy is presented in the Nomination Committee
Report on page 134.
Company Secretary
All Directors have access to the impartial advice and services
of the Company Secretary. The Company Secretary acts as a
key point of contact for the Chairman and has an important role
in ensuring both the quality of information that flows between
the Executive and Non-executive Directors and that any agreed
actions are completed. The Company Secretary supports the
Chairman and the Nomination Committee on performance
evaluation, the induction of new directors and the continuing
development of current directors to enable them to comply with
their duties and effectively carry out their roles.
Non-executive Directors
The Non-executive Directors provide a wide range of unique skills
and experience to the Group as detailed on page 131. By virtue
of such a diverse mix of skills and experience, the Non-executive
Directors are collectively well placed to constructively challenge
and scrutinise the performance of executive management at
both Board and Committee meetings.
The Group’s policy is to prohibit personal investments by Non-
executive Directors in any of the Group’s portfolio companies.
Accordingly, none of the Non-executive Directors presenting
themselves for re-election at the Annual General Meeting in 2023
have holdings in any of the Group’s portfolio companies.
Directors are required to obtain the formal written approval
of the Chairman before taking on any further directorial
appointments or other engagements with an organisation
that competes with the Group (whether directly or indirectly),
and the Chairman requires the approval of the Board before
adding to his own commitments. In all cases, directors must
ensure that their external appointments do not involve excessive
time commitments. Details of key external appointments of the
Directors can be found on pages 109 to 112.
Read our
Director biographies
on
pages 109 to 112
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Board meetings, provision of information
and decisions
The Board and its Committees meet regularly during the year as
well as on an ad hoc basis, as required in response to the needs
of the Group’s business.
The Board had seven scheduled Board meetings and a two-day
strategy session in 2022; seven Board meetings and a two-day
strategy session are also scheduled for 2023. The requirement
for additional scheduled meetings is kept under review by the
Chairman and the Company Secretary.
The vast majority of Board and Committee meetings were held
in person during 2022 although the first meeting of the year was
held remotely by video conference due to COVID-19 restrictions.
Meetings between the Chairman and the Non-executive
Directors, both with and without the presence of the Chief
Executive Officer, are also held throughout the year.
The Board held a two-day strategy session in November 2022,
which provided an opportunity for all Directors to discuss in
detail the strategy of the Group and progress made against the
Group’s strategic priorities to 2025 and the key strategic risks
for the Group. The Board also received presentations from the
Group’s Deeptech investment partnership and Kiko Ventures, the
Group’s Cleantech platform, the Managing Director of the Group’s
HK division and three portfolio companies. The CEO updated the
Board on the further progress, which the Group had made on the
rollout of the Group’s updated strategy, including in relation to the
evolution of the Group’s purpose, vision and branding, which had
recently been discussed at the Executive Committee.
The Chairman, Chief Executive Officer and members of the
Executive Committee work together to ensure that the Directors
receive relevant information to enable them to discharge
their duties and that such information is accurate, timely
and clear. This information includes monthly management
accounts containing an analysis of performance against
budgets and other forecasts, as well as written reports from
each of the Life Sciences and Technology Partnerships, the
Australasian and US businesses, IP Capital (including Hong
Kong and China), the Group’s IR and Communications team
and Parkwalk. Additional information is provided as appropriate
or if requested. At each Board meeting, the Board receives
information, reports and presentations from the Chief Executive
Officer and the Chief Financial and Operating Officer, the
Managing Partners of the Life Sciences and Technology
Partnerships and, by invitation, other members of the Executive
Committee and senior management. This includes bi-annual
presentations from the US and Australasian business units
and presentations from Parkwalk, the Group People Director,
Director of Communications and the Head of ESG. These
presentations ensure that all Directors are aware of, and are in
a position to monitor effectively, the overall performance of the
Group, its development and implementation of strategy and its
management of risk. In addition, the Board receives in-depth
presentations throughout the year from selected portfolio
companies, including through engaging in site visits.
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Board and Committee attendance
The following table shows the attendance of Directors at scheduled Board and Committee meetings during the year:
Board Meetings
1,3
Audit and Risk
Committee
2,3
Nomination
Committee
Remuneration
Committee
Sir Douglas Flint
Greg Smith
David Baynes
Dr Elaine Sullivan
Heejae Chae
Dr Caroline Brown
Aedhmar Hynes
1
One of the seven meetings was held remotely via video conference due to COVID-19.
2
Sir Douglas Flint attends the Audit and Risk Committee meetings as an observer.
3
Dr Sullivan was unable to attend on one occasion due to illness.
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Directors’ conflicts of interest
Each Director has a statutory duty under the CA 2006 to avoid
a situation in which he or she has, or could have, a direct
or indirect interest that conflicts or may potentially conflict
with the interests of the Company. This duty is in addition to
the continuing duty that a director owes to the Company to
disclose to the Board any transaction or arrangement under
consideration by the Company in which he or she is interested.
The Company’s Articles of Association permit the Board to
authorise conflicts or potential conflicts of interest.
In deciding whether to authorise any conflict, the Directors must
have regard to their general duties under the CA 2006 and their
overriding obligation to act in a way they consider, in good
faith, will be most likely to promote the Company’s success. In
addition, the Directors can impose limits or conditions when
authorising a conflict or potential conflict of interest if they think
it appropriate.
The Board has established procedures for managing and, where
appropriate, authorising any such conflicts or potential conflicts
of interest. Directors’ conflicts are a recurring agenda item at all
Board meetings, and this gives Directors the opportunity to raise
at the beginning of every Board meeting any actual or potential
conflict of interests that they may have on the matters to be
discussed or to update the Board on any change to a previous
conflict of interest already declared. Furthermore, where it feels
it needs more information to properly consider the conflicts
or potential conflicts that may present themselves, the Board
requests a detailed analysis to be carried out by the Executives,
the Company Secretary and/or the in-house legal team, and to
take external advice where appropriate, with the results of the
same being presented with a recommendation as to how to
manage any potential conflicts present effectively.
The authorisation of any conflict matter, and the terms of any
authorisation, may be reviewed by the Board at any time. The
Board believes that the procedures established to deal with
conflicts of interest are operating effectively.
In 2022, the Board approved a Group-wide Conflicts of Interest
Policy, which documents the Group’s approach to identifying
and managing perceived, potential or actual conflicts of
interests which may exist across the various business units of
the Group. The Board’s policy on personal investments by the
Executive Directors in the Group’s portfolio companies previously
permitted both investment into new opportunities and to follow
pre-emption rights where such Executive Directors already
had a holding. These historic personal investments are tightly
controlled by the Group’s internal policy relating to “Holdings in
Portfolio Companies” which includes, amongst other restrictions,
maximum levels of investment by Executive Directors and staff
in portfolio company financing rounds, full disclosure of all
interests of Executive Directors in portfolio companies and the
regulation and management of any potential conflicts that
could arise and the requirement for pre-approval before any
dealings in existing holdings. In 2020, the Board determined that
Executive Directors should no longer be permitted to personally
invest in financing opportunities in new portfolio companies.
Executive Directors continue to be allowed to follow their pre-
emption rights in financings undertaken in portfolio companies
in which they already have an interest, subject to the restrictions
contained with the “Holdings in Portfolio Companies” policy
mentioned above; such investments, or where the Director
decides not to follow his pre-emption rights, are reported to
the Board.
The Group maintains a Conflicts Register, which contains a list of
the known interests of the Board, the Executive Committee and
members of the investment teams in relation to the Group and
its portfolio companies. The Conflicts Register is maintained and
verified on an annual basis.
Board support
There is an agreed procedure for Directors to take independent
professional advice at the Company’s expense. In accordance
with the Company’s Articles of Association, Directors have been
granted an indemnity issued by the Company to the extent
permitted by law in respect of liabilities incurred as a result
of their office. The indemnity would not provide any coverage
where a Director is proved to have acted fraudulently or
dishonestly. A copy of the indemnity is available for inspection
as required by the CA 2006. The Company has also arranged
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appropriate insurance cover in respect of legal action against its
Directors and Officers.
Induction, awareness and development
A comprehensive induction process is in place for new Directors.
The programme is tailored to the needs of the individual Director
and agreed with them in advance and monitored throughout
the process to ensure that they can gain a better understanding
of the Group and its businesses.
This process includes:
an overview of the Group and its businesses, structure,
functions, strategic aims, risk management framework and
remuneration policies
meetings/calls with the other Non-executive Directors, the
Executive Directors, the Company Secretary, the Managing
Partners of the Life Sciences and Technology Partnerships,
the head of Kiko Ventures, heads of the US and Australasian
businesses, the Chairman of IP Connect the Group’s People
Director, heads of the various internal functions and Parkwalk
executives
a meeting with both the Group’s auditor and internal audit
function
training on key legal and governance matters relevant to the
Group and its policies
meetings with a number of the Group’s portfolio companies
and their management teams
sessions as appropriate with the Group’s advisors, as well as
with appropriate external governance specialists, to ensure
full awareness and understanding of their responsibilities
and obligations as a Director of a FTSE 250 company, and of
the governance and legislative framework within which they
must operate
The content of the induction process is regularly re-evaluated
by the Board when it is considering a new Director appointment
to ensure it remains tailored to the needs of the business of the
Group and the specific profile of any incoming Director. Following
the completion of the induction process, the Company Secretary
will seek feedback from the relevant incoming Director to assist
with this refreshing of induction processes.
On an ongoing basis for all Directors, the Company Secretary
arranges for an external governance specialist to attend
one Board meeting annually to present on the key corporate
governance changes over the previous twelve months and to
signpost expected developments going forwards. In addition,
the Board is kept updated on key legislative and governance
changes and sentiment affecting the Group and how the Group
is ensuring its compliance and obligations under all relevant
legislation. The Board also received presentations from Bank
of America, Rothschild and the Chief Economist at Deloitte
throughout the year.
The Chairman and Non-executive Directors are encouraged to
continue to visit a number of the Group’s portfolio companies, as
well as to attend portfolio company events, both at the Group’s
head office and off-site. In July 2022, the Group facilitated
site visits where members of the Board attended three of its
Oxford-based portfolio companies on the same day, meeting
with members of the senior management teams and viewing
the technology first hand. In addition to these site visits, the
Board continues to be exposed to the Group’s portfolio through
presentations at investor events and Board meetings by relevant
members of the Group’s staff and representatives from the
Group’s portfolio companies.
In 2023, it is intended that presentations will continue to be
provided to the Board on a rolling basis by members of the
Group’s various business units and working groups, in order
to continue to update the Board on the Group’s progress and
to enhance the awareness of the Board as to how the Group
operates on a day-to-day basis.
As a further aspect of their ongoing development, each Director
also receives feedback on their performance following the
Board’s performance evaluation each year and the Chairman
reviews and agrees with each Director their training and
development needs for the year ahead. Access to training and
development opportunities, including those relevant to the Non-
executive Directors’ membership on the Board’s Committees,
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is facilitated through the Company Secretary. Further details
relating to the assessment of the Board’s performance are set
out on pages 136 to 139.
Director rotation and independence
The Nomination Committee and the Company Secretary
have agreed a standardised rotation schedule for each of the
Non-executive Directors (including the Chairman). Each Non-
executive Director is appointed for an initial three-year term
pursuant to the terms of their respective letters of appointment.
This initial term is then subject to renewal for subsequent three-
year term(s) and, other than the Chairman, to a maximum of
three consecutive three-year terms in order to maintain their
independence from a governance perspective, in accordance
with the Code. Provision 19 of the Code applies to the maximum
term for the Chairman’s appointment, and the Nomination
Committee is responsible for ensuring compliance with this
provision. The Chairman was considered by the Board to be
independent on appointment.
Statement of Non-executive Directors’
independence
The Code sets out the circumstances that should be relevant
to the Board in determining whether each Non-executive
Director is independent. The Board considers Non-executive
Director independence on an annual basis as part of each
Non-executive Director’s performance evaluation. Having
undertaken this review, and with due regard to Provision 10
of the Code, the Board has concluded this year that all the
Non-executive Directors are considered to be independent of
management and free of any relationship or circumstance that
could materially influence or interfere with, or affect, or appear
to affect, the exercise of their independent judgement.
Internal controls and risk management
The Board recognises the importance of the Financial Reporting
Council’s Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting. The Group’s internal
controls (including all material financial operational and
compliance controls), which are Group-wide and were in place
throughout 2022, were reviewed by the Board, with no significant
failings or weaknesses being identified in respect of the year
ended 31 December 2022 and up to the date of approval of the
Annual Report and Accounts. Where the Board has identified
areas requiring improvement, processes have been put in place
to ensure that the necessary action is taken and that progress in
such areas is monitored. Details of the Group’s internal controls
and risk management systems are provided on pages 168 to 169.
The Board is responsible for establishing and monitoring internal
control systems and for reviewing the effectiveness of these
systems. The Board views the effective operation of a rigorous
system of internal control as critical to the success of the
Group. However, it recognises that such systems can provide
only reasonable and not absolute assurance against material
misstatement or loss. Details of the effectiveness reviews of the
systems of risk management and internal control are provided
on pages 168 to 169.
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The key elements of the Group’s internal control system, all of
which have been in place during the financial year and up to
the date of approval of the Annual Report and Accounts, are
as follows:
Control environment and procedures
The Group has a clear organisational structure with defined
responsibilities and accountabilities. It adopts the highest values
surrounding quality, integrity and ethics and these values are
documented and communicated clearly throughout the whole
organisation. An overview of the Group’s risk management
framework is set out on page 87.
The Group outsources its internal audit function to PwC. Details
of the internal audit activity during 2022, including internal audit
reviews, are on page 170.
Detailed written policies and procedures have been established
covering key operating and compliance risk areas. These are
reviewed and updated at least annually by the Audit and
Risk Committee.
Identification and evaluation of principal risks
and uncertainties
The operations of the Group and the implementation of its
objectives and strategy are subject to a number of key risks
and uncertainties. The Board actively identifies and evaluates
the risks inherent in the business, formally reviews these on at
least an annual basis (or as market or business developments
require) and ensures that appropriate controls and procedures
are in place to monitor and, where possible, mitigate these risks.
Specifically, all decisions relating to strategic partnerships and
other collaborations, strategic acquisitions and disposals and
significant long-term debt facilities entered into by the Group
are reserved for the Board’s review and approval.
The Board regularly reviews significant fair value movements
in individual portfolio companies, the Group’s investments in
its priority companies and the top 20 most valuable portfolio
company holdings. For details on the activities of the Group’s
Valuation Committee see page 166 to 167.
As described on page 85, the Group maintains risk registers
setting out mitigations in place in each case. The key risks
and uncertainties faced by the Group, as well as the relevant
mitigations, are set out on pages 89 to 97.
Information and financial reporting systems
The Group evaluates and manages significant risks associated
with the process of preparing consolidated accounts by having
in place systems and controls that ensure adequate accounting
records are maintained and transactions are recorded
accurately and fairly to permit the preparation of financial
statements in accordance with IFRS. The Board approves
the annual operating budgets and receives details of actual
performance measured against the budget at each meeting.
Further details in relation to the Group’s approach to the
management of its business risks, and the function and ongoing
roles and responsibilities of its internal risk council are set out on
pages 85 to 98 and on pages 168 to 169.
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CORPORATE GOVERNANCE STATEMENT
.
Read about
working
with our stakeholders
on
pages 99 to 108
Engaging with key stakeholders
Engaging with stakeholders is an integral part of the Group’s
business and decision making and critical to ensuring the
future success of the business. During 2022, the Board and
the Executive Committee completed its annual review of the
mapping of its key stakeholders, ensuring all its key stakeholders
were captured. This process will be repeated again in 2023.
Further details of the Group’s engagement with its key
stakeholders and issues that matter to such stakeholders are set
out on pages 99 to 108.
Share capital and related matters
Details of the structure of the Company’s share capital
(including shares held in treasury) and the rights attaching to
the Company’s shares are set out in note 1 to the consolidated
financial statements. Details of the Directors’ authorities in
relation to the issuing or buying back by the Company of its
shares are set out on page 173 of the Directors’ Report.
Articles of Association
The Company’s Articles of Association may be amended by a
special resolution of the shareholders and were last amended
in 2021.
Substantial shareholders
Details of persons who hold a significant direct or indirect
holding of securities in the Company are set out on page 174 of
the Directors’ Report.
Annual General Meeting
Notice of the Annual General Meeting, which will be held on
15 June 2023 at IP Group plc, 3 Pancras Square, Kings Cross,
London, N1C 4AG, is included with this Annual Report, containing
details of the resolutions to be proposed at the meeting and
explanatory notes on those resolutions. To ensure compliance
with the Code, the Board proposes separate resolutions for
each issue and proxy forms allow shareholders to vote for or
against, or to withhold their vote on each resolution. The results
of all proxy voting are published on the Group’s website after the
meeting and declared at the meeting itself. Shareholders who
attend the Annual General Meeting will have the opportunity to
ask questions and all Directors are expected to be available to
take questions.
The Group’s website (www.ipgroupplc.com) is the primary
source of information on the Group. The website includes an
overview of the activities of the Group; details of its portfolio
companies, and its key university relationships and other
strategic collaborations; and details of all recent Group and
portfolio company announcements.
On behalf of the Board
Sir Douglas Flint
Chairman
7 March 2023
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Committee
membership
The Nomination Committee
currently comprises the
following independent
Non-executive Directors
whose backgrounds and
experience are summarised
on pages 109 to 112.
Sir Douglas Flint (Chair)
Aedhmar Hynes
Dr Elaine Sullivan
Heejae Chae
Dr Caroline Brown
Anita Kidgell
Report contents
Principal responsibilities
Key activities in the year
Q&A with Chair
Meetings and Terms of
Reference
Appointments
Diversity and inclusion
Succession planning
Board effectiveness and
performance evaluation
Principal responsibilities
The key objective of the Nomination Committee is to ensure that the
Board comprises individuals with the necessary skills, knowledge,
experience, independence and diversity to ensure that the Board is
effective in discharging its duties and is independent for the purposes of
the Code. The principal responsibilities of the Committee are as follows:
Regularly reviews the size, composition and skills of the Board and
leads the process and makes recommendations on any changes
considered necessary in the identification and nomination of new
Directors, the reappointment of existing Directors and the appointment
of members to the Board’s Committees
Ensures that there is a formal, rigorous and transparent procedure for
the appointment of new Directors to the Board
Assesses the roles of the existing Directors in office to ensure there
continues to be a balanced Board in terms of skills, knowledge,
experience, independence and diversity
Keeps under review the leadership needs of the Group to enable the
Group to compete effectively in its chosen fields and deliver on its
strategy
Advises the Board on succession planning for Directors and other
senior management appointments, given that the Board as a whole is
responsible for succession
Oversees a diverse pipeline for succession. Considers the setting of
diversity and inclusion policies, objectives, targets and strategies,
alongside the Group’s HR team and the Group’s Inclusion and Diversity
Project and monitors the impact and outcome of any agreed initiatives
Oversees the induction of new Directors and the training requirements
of the Board as a whole
Oversees the Group’s controls over potential and actual conflicts
of interests of the Directors and senior management, including
disclosure, authorisation and management of such conflicts as may
be appropriate or otherwise required by (i) the Group’s Conflict of
Interests policy; and (ii) law or regulation
Assists the Chairman in the annual evaluation of the Board, ensures
an externally facilitated evaluation at least once every three years and
oversees the implementation of any actions or feedback arising from
each evaluation
Key activities in the year
The key areas of focus for the Committee
in 2022 and early 2023 included:
Board Composition
Reviewed the size and diversity of
the Board, including the skills present
amongst the current members and
identified potential gaps
Worked towards the appointment of
an additional Non-Executive Director.
See page 132 for more detail
Succession planning
Recommended to the Board the re-
election for further three-year terms
of each of Dr Caroline Brown and
Aedhmar Hynes
Reviewed the medium-term
succession plan for the Non-executive
Directors
Undertook a detailed review of
succession planning for all key
Executive and leadership positions
across the Group
Governance
Reviewed corporate governance
trends in relation to the role and
purpose of Nomination Committees
Reviewed the terms of reference for
the Nomination Committee
Evaluation
Oversaw the implementation of
the actions identified during the
2021 internal Board and Committee
effectiveness review
Oversaw the externally facilitated
evaluation of the Board and its
Committees
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Q&A with Chair
Is the Board currently operating
effectively?
I believe that the current Board is
operating efficiently and effectively.
This belief has been backed up by the
results of the in-depth external Board
evaluation, which Bvalco undertook on
behalf of the Nomination Committee,
which came to the same conclusion.
The existing mix of complementary skills,
knowledge and experience drawn from
a range of diverse backgrounds ensures
that we are able to offer appropriate
support and challenge to the Executive
Directors in the day-to-day running of
the business, as well as appropriate
advice and opinion on strategic matters.
Bvalco observed that such challenge is
welcomed by the Executive Directors and
that there is a real sense of a genuine and
trusted interaction.
Whilst the Board is made up of high-
quality individuals, it also operates
effectively as a cohesive unit. Each
individual Director is aware of the skills
and capabilities of the other Directors,
with robust and vibrant scrutiny and
debate on matters presented for
decision being facilitated and uniformly
respected. When considering both Board
and Executive Committee composition,
the Nomination Committee and the
wider Board are aware of the value of
diversity of thought and experience,
and seek to ensure that the widest
range of experience, capability and
opinion is represented in our decision
making process.
We note there were no changes to
the Board in 2022. Do you see this
as a positive or negative thing?
I see the recent period of stability as a
positive indicator of both the quality of
the existing Board and the decisions taken
on both Executive Director succession and
Board composition in prior years.
The Committee always seeks to
regularly review the overall composition
of the Board, as well as the skills and
capabilities of individual Directors, and
to supplement the existing composition
where necessary or desirable. Whilst
there were no changes during 2022, as
a result of the detailed review of Board
composition and succession plans, which
took place during the year, we did identify
a requirement to further supplement
our Non-Executive Director cohort with
additional Investor Relations skills and
Life Sciences experience.
As a result, during the second half of the
year, the Committee recommended the
appointment of Anita Kidgell as a new
Non-Executive Director to the Board in
January 2023. Anita was subsequently
appointed on 18 January 2023. Her full
profile can be found on page 112.
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What issues did the Committee seek to address
during 2022?
The focus of the Committee during 2022 was underpinning the
sustainability of both the Board and the senior management
team, through a more detailed focus on succession planning
throughout the business. In particular, the Committee undertook
a detailed review of succession plans in place for eleven of
the most senior roles across the business, and a further two
individuals in less senior roles identified as points of key person
dependency and the Committee’s conclusions of such review
are addressed in this report.
Later in the year, and as set out elsewhere in this report, we
shifted focus to the sustainability of the Non-executive team and
this exercise resulted in the appointment of an additional Non-
Executive Director, Anita Kidgell, in early 2023.
What do you anticipate being the main areas of
focus during 2023?
As a Committee, we will remain focused on ensuring that the
mix of skills, experience, capability and background remain
optimised across both the Board and the wider Executive team.
At the time of writing, I do not anticipate any major changes to
Board or senior management team structure or composition
during 2023 but should the need to determine and/or manage
any such changes arise, the Committee is ready and able to do
so.
Absent such changes, our focus will remain on the sustainability
of both the team and business to underpin our core purpose
(see page 01), and as a result to support long-term shareholder
value creation through the delivery of our agreed strategy. We
will do this by continuing with and building upon the work we did
during 2022, with particular and continued focus on the long-
term structure of and succession options within the Executive
team, and on maintaining an effective, efficient and sustainable
team of Non-executive Directors to both support and challenge
the management team on behalf of shareholders and other
stakeholders.
Executive/
Non-executive split
Board tenure
Gender balance
0–2 years
Male
3–5 years
Female
Over 5 years
1
4
3
4
4
2
5
1
Board skills,
knowledge
and experience
Tech & Life
Sciences
Sector
5
4
5
5
5
5
Finance
Investor
Relations &
Communications
Audit &
Risk
Investments
& Valuations
Capital
Markets
Data includes that for Anita Kidgell who was appointed to the Board on 18 January 2023
Executive Director
Non-executive Director
Non-executive Chairman
Board skills matrix
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Read about
Board and
Committee attendance
on
page 123
Meetings and terms of reference
The Nomination Committee meets as and when required,
or as requested by the Board, and had three scheduled
meetings during 2022. The attendance by each member of the
Nomination Committee at the scheduled meetings during 2022
is set out on page 123.
The terms of reference for the Nomination Committee
were reviewed in March 2023 and it was concluded that no
substantive updates were required at this time. The Nomination
Committee reviews its terms of reference at least annually
and will propose updates where necessary to reflect current
market practice.
Appointments
In making future appointments to the Board, the Nomination
Committee will continue to adopt a formal, rigorous and
transparent procedure. It gives full consideration to the balance,
skills, knowledge, independence and diversity (including
diversity of gender, social and ethnic backgrounds, cognitive
and personal strengths) of the Board. Where relevant, and
particularly in considering matters of succession, the Committee
also considers the future challenges facing the business, any
emerging trends that may affect the Group’s long-term success
and any specific technical skills and knowledge that may be
required on the various Committees.
In addition, for appointments to the Board, the Nomination
Committee will always assess any potential conflicts of
interest and whether identified candidates have sufficient time
available to devote to the role and meet what is expected of
them effectively.
Before considering any appointment, the Committee will review
a detailed updated Board skills and diversity assessment
commissioned from and delivered by an in-house team
normally consisting of our Group People Director and our in-
house IP Executive lead.
The work undertaken in 2022 highlighted a number of
recommended updates to the skills profile of the Board, in
recognition of the increasing maturity and international focus of
IP Group, as well as areas where the depth or breadth of existing
experience represented at the Board might be enhanced.
As a result of this work, the Committee agreed that
supplementing the current Board with additional expertise in
one or more of the following areas would be beneficial to the
overall effectiveness of the Board:
Recent/current large corporate experience, ideally in an
environment where innovation is highly valued (either
developed in-house or acquired)
Experience of communicating shareholder value, ideally over
a number of different scenarios, supplemented by current
contacts and networks within the investment sector
Life Sciences experience, particularly late-stage therapeutics
(market potential/valuations) and/or digital health, or the
convergence of technology at the boundaries of AI/Digital/
Healthcare
Professional investment experience and track-record, ideally
in a Venture Capital environment
International experience, ideally covering Australia, Asia or
EMEA
The work undertaken by the internal team also highlighted
both imminent and long-term succession risks for the Board. In
particular, the end of Elaine Sullivan’s ninth year of tenure as an
independent Non-executive Director in the first half of 2024, and
the potential lack of direct Life Sciences experience on the Board
after this point.
Following the review of the outputs of the above work, the
Committee prepared a detailed job specification for an
additional Non-executive Director, with a focus on providing
coverage in Life Sciences as well as supplementing the existing
Board with one or more of the additional areas of focus
highlighted above.
Anita Kidgell, Head of Corporate Strategy at GSK, was identified
as a potential candidate for future Non-Executive Director
vacancies. In particular, the Committee considered that her
experience in strategic development within the Life Sciences
sector as well as investor communications would add a fresh
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dimension to the existing strengths on the Board and go some
significant way towards mitigating the gaps identified by the
Board skills assessment. Given the alignment of Anita’s mix of
skills and experience with the immediate requirements of the
Board, it was unanimously agreed that the Committee should
forego a step in its usual appointment process of building
a shortlist for the proposed role. The Committee arranged
for a full pre-offer due diligence process to be completed
on Anita. This diligence process involved a combination of a
range of meetings with key members of the internal senior
management team; meetings with the Chair and existing
Non-executive Directors; and a comprehensive referencing
project undertaken by an external consultancy business, Korn
Ferry, in order to assure the validity and independence of the
Committee’s decision.
Following the completion of this rigorous process, the Committee
was pleased to recommend unanimously the appointment
of Anita to the Board in January 2023 and welcomed her
subsequent appointment on 18 January 2023. Anita will complete
her comprehensive induction process during the first quarter of
2023. The Group’s induction programme is tailored to the needs
of each Director, agreed with them in advance and monitored
throughout the process to ensure each new Director gains a
good understanding of the Group, its strategy, its people and its
business. The process for Anita’s induction will include:
An overview of the Group and its businesses, structure,
functions, strategic aims, risk management framework and
remuneration policies
Meetings with both Executive Directors, the Company
Secretary, members of the senior management team and
heads of key functions
Meetings with both the Group’s auditor and internal
audit function
Training on key legal matters relevant to the Group and
its policies
Meetings with the Group’s portfolio companies and
presentations from them on their businesses
Sessions as appropriate with the Group’s advisors, as well as
with appropriate external governance specialists, to ensure
understanding of the responsibilities and obligations she
accepts as a Director of a FTSE 250 company, and of the
governance and legislative framework within which the Board
must operate
Diversity and inclusion
The Board is committed to a culture that attracts and retains
talented people to deliver outstanding performance and
enhance the success of the Group. Within that culture, the
Board’s policy is to make appointments to the Board based upon
merit measured against objective criteria, while recognising
that diversity, in all its forms, is key to introducing different
perspectives into Board debate and decision making and
creating optimal balance and composition of the Board.
A genuinely diverse and inclusive Board and senior
management team comprises individuals with a range
of personal attributes, perspectives, skills, knowledge and
experiences, as well as representing differences in nationality,
age, gender, social, educational and ethnic backgrounds, and
cognitive and personal strengths.
The Nomination Committee applies the Board’s diversity
strategy and policy in accordance with its terms of reference,
considering diversity in the widest possible sense in evaluating
the composition of the Board, identifying suitable candidates
for the Board and overseeing a diverse pipeline for succession.
The Board also demands that the same rigorous approach is
applied to roles across the senior management team.
The Group supports the diversity targets and recommendations
of the FTSE Women Leader’s review (having at least one woman
in the Chair or Senior Independent Director role and of 40%
female representation on each FTSE 350 board and in senior
management teams); and the Parker Review update issued in
2020 (that each FTSE 250 board should have at least one director
of ethnic diversity by 2024).
As of 31 December 2022, the Board meets the Financial Conduct
Authority’s Listing Rule 9.8.6R(9) target of at least 40% of
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individuals on its Board being women, at least one individual
on the Board from a minority ethnic background and at least
one senior Board position being held by a woman. Diversity
information for the Board, senior management and the gender
split for the Group as a whole, as at 31 December 2022, can be
found on pages 63 and 64.
Whilst it continues to believe that it is not appropriate nor
in the Group’s best interests to include either Board, senior
management or Group-wide fixed gender or ethnicity targets
in its policies at this stage, it is pleased to note that each of the
above targets on gender and ethnic diversity have been either
met or exceeded at Board level, and the Group is also very close
to meeting the same targets across its senior management
team (see data on page 64).
The Board’s intention is to continue to maintain female
representation at Board level and within the senior management
team at or around the current level. Further, it is committed to
continuing to consider all aspects of diversity in the wider sense
when assessing the overall Board and senior management
composition, in making new appointments going forward and in
respect of succession planning.
Even though it has elected not to set fixed targets at this stage,
the Nomination Committee remains committed to both ensuring
that the Group is able to attract and retain as diverse a range
of employees as possible and that it maintains a diverse and
inclusive working environment. The addition of two Employee
Executives to the Executive Committee in 2021 served to
maximise the quality and diversity of thought applied to the
decision making process within the Group.
Further, the Nomination Committee is pleased to note the
continuation and evolution of the Group’s inclusion and diversity
strategy overseen by the Group’s Inclusion and Diversity Project
(“IDP”). During 2022, the IDP developed, refined and agreed
the Group’s Inclusion and Diversity (“I&D”) Masterplan, which
includes detailed actions over the first twelve months as well as
a forward-looking plan and actions over the next three years.
Both the Committee and the Board have received regular
updates on the work of the IDP, monitoring progress against
deliverables in the Masterplan, as well as taking the opportunity
to contribute to the overall development and refining of the
Masterplan itself.
This active approach has ensured that the work throughout
the Group both reflects and contributes to the Committee’s
ambition of continued leadership in this area. For further detail
of the work of the IDP and of the I&D Masterplan, see pages 61
to 63. The Nomination Committee looks forward to significant
continued progress in increasing both inclusion and diversity
during 2023.
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Read about our
Employee Executives
on
page 60
Succession planning
The Nomination Committee recognises that the Group’s
performance is highly dependent upon its ability to attract,
recruit and retain the highest-quality people and that
maintaining a robust succession planning framework is
a key factor in ensuring the Group’s long-term success.
Succession planning also mitigates the risk of any unforeseen
circumstances, ensuring that changes in Board or senior
management positions are effectively managed, avoiding
significant disruption to the Group and thereby ensuring that the
Group can successfully execute its corporate strategy.
Executive Directors and Executive Committee
As detailed in last year’s report, in October 2021, the Nomination
Committee oversaw the implementation of an Executive
leadership succession plan. As part of this plan, the number of
Executive Directors was reduced from four to two. Greg Smith,
previously Chief Financial Officer, was appointed as Chief
Executive Officer and David Baynes, previously Chief Operating
Officer, as Chief Financial and Operating Officer.
During the latter part of 2021, changes were also made to the
Executive Committee. The Group’s newly promoted Finance
Director and the Parkwalk CEO joined the Executive Committee
concurrent with the Executive leadership succession in October
2021. Two Employee Executives (see more on page 60) were also
appointed to the Executive Committee in June 2021 to provide
additional diversity of thought to the management team, and to
improve decision making as a result.
Given the nature, and extent, of these changes, the Committee
was pleased to note that no changes to either the Executive
Directors or the Executive Committee were required in 2022. The
Committee also notes the continued success of the Employee
Executive roles, with both appointees continuing to add
significant value to the decision making process at the Executive
Committee. It is anticipated that the process to refresh the
Employee Executive appointments will take place during 2023,
following Executive Committee and Board review.
During the year, and in partnership with the internal HR team, the
Committee undertook a comprehensive succession planning
exercise for non-Board senior management roles. This exercise
looked at each of the senior management roles within the
Company in significant detail and reported on short, medium
and long-term internal succession options. In each case,
development needs for potential successors were identified,
and (in discussion with management) these needs are being
incorporated into the development plans for each individual.
The Committee noted that, as expected, one of the
disadvantages of a small internal team is the lack of “bench”
coverage for some roles. In these cases, the Committee noted
that emergency plans for either internal coverage via a redesign
of roles and responsibilities and/or a plan to cover the roles
with external resource for an emergency period should this be
required is in place. The Committee is, therefore, satisfied that
management focus on succession is sufficient to mitigate any
short-term or emergency challenges, and that the management
team is balancing succession and continuity requirements with
appropriate control over operational expenditure.
Overall, the Nomination Committee remains confident that the
Board and Executive Committee are well positioned to deliver
the Group’s evolving strategy into 2023 and beyond.
Non-Executive Directors
As set out above, as part of the detailed updated Board skills
assessment undertaken by our in-house team, the Committee
identified a medium-term skills gap when Elaine Sullivan leaves
the Board, In addition, the Committee also identified a potential
longer-term issue, with the maximum nine-year appointment
term of each of the remaining Non-executive Directors, myself,
Caroline Brown, Heejae Chae and Aedhmar Hynes, all coming to
an end in a short timeframe during 2027/28.
The appointment of Anita Kidgell on 18 January 2023 (as
described on page 132) was intended to mitigate the potential
medium-term skills gap, as well as supplementing Board
capability in other areas. This change increased the number
of Non-executive Directors from five to six and, as of now, the
Committee intends this increase in number of Non-executives
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to be a permanent change. Given this, the Committee’s current
intention is to recruit for further supplementary talent in 2024,
around the time of Elaine Sullivan’s retirement. This process
will start in late 2023, at which point the Committee intends to
further develop a plan to mitigate the longer-term continuity
issue highlighted above. This plan will then inform both the
role profile development and recruitment process for the
next appointment.
As part of its consideration of the tenure of each of its Non-
executive Directors during 2022, the terms of appointment for
each of Dr Caroline Brown and Aedhmar Hynes were formally
renewed by the Committee for a further three-year term in line
with the terms of their letters of appointments.
Below Board
In addition to succession planning at Board level, developing
internal talent at all levels within the Group remains a continuous
process. The Nomination Committee is responsible for ensuring
that suitable leadership and talent development plans and
processes are in place to maximise the potential of the Group’s
employees and that the Group has effective recruitment policies
to continue to attract and retain a diverse mix of talented
employees.
As planned, during 2022, the Committee was focused on
succession planning for the wider Executive Committee and
other senior management team members. As set out above, this
exercise involved identifying and planning for the development
of future leadership talent from within the Group. This work will
continue in 2023, with the development of a more robust Group-
wide approach to leadership development, with plans to roll out
this programme to our Executive Committee, senior leadership
roles and future potential succession candidates.
Board effectiveness and performance
evaluation
In line with best practice under the Code, the Board carries
out a review of the effectiveness of its performance and that
of its Committees and Directors every year. This evaluation is
externally facilitated every three years with Bvalco Ltd (“Bvalco”),
an external independent board advisory business, selected
to undertake a full external board evaluation in respect of the
year to 31 December 2022. Bvalco was appointed to consider
the Board’s overall effectiveness and, amongst other things, its
composition, diversity, culture and how effectively members
work together to achieve objectives. In making its decision to
appoint Bvalco, the Committee considered them against a
shortlist of alternative providers which the Company Secretarial
team had prepared and concluded that the merits of continuing
its relationship with Bvalco, with the likelihood of a richer and
more detailed analysis as a result and which would include
reflections on how the operation of the Board has changed
since the 2019 review, were such to make them the preferred
candidates for the 2022 review. Bvalco has no connection with
the Group or any individual Directors.
Board evaluation process
Meeting to
confirm 2022
external
evaluation and
priority topics to
be covered
Topics selected
in conjunction
with the
Chairman
1 to 1 interviews
with the
Board and key
personnel who
regularly interact
with the Board
Board and
Committee
observations
to view how the
Board and its
Committees
work in practice
Board and
Committee
discussions
with findings
prioritised into
actions
Final report
including
next steps in
implementation
delivered to
the Board
Date set for the
mid-year review
of the Board’s
progress
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Key theme
2023 actions
Following interim feedback to the
Chairman and Company Secretary, the
results of the in-depth evaluation exercise
were reported back to the Board and
each of the Committees, through both
written reports and by Bvalco facilitating
open discussions at the relevant Board
and Committee meetings. The following
recommendations and key actions for
2023 have been agreed by the Board
in response.
Non-executive discussions
Re-instigate regular Non-executive only meetings/dinners around
Board meetings, with topics to include how the Non-executives
can individually and collectively support the CEO’s development
and strategy delivery.
Portfolio insight
Encourage active attendance and contribution at Board meetings
by the Managing Partners of Life Sciences & Technology; continue
to facilitate Board exposure to portfolio companies through
presentations by management /the Group’s investment teams
and/or site visits.
Executive Committee development
Oversee an externally facilitated Executive Committee 360 degree
review and support the CEO in any actions arising from the same.
International connectivity
Board to debate and evolve, as required, the Group’s international
connectivity strategy and focus.
Board composition and succession
planning
Continue to develop the Board skills matrix in view of Non-
executive and Chair succession requirements by 2027/28; continue
to complement Board experience with external expert networks,
including to present at Board meetings.
Board effectiveness, culture and
development
Interrogate effectiveness of the Board more regularly throughout
the year; regular self-evaluation of Board performance post-
meeting, including prioritising its time on the right topics and
delivering against its 2023 objectives; include periodic discussions
in Board rolling agenda on Board culture and dynamics,
challenging whether there are ways to improve how the dynamics
work; consider Board development day to challenge itself in a
differentiated way.
Group Connectivity
Continue to increase connectivity with the wider organisation,
including through the use of Board/executive dinners, Non-
executive Q&A and Panel discussions, interactive staff social
sessions (breakfasts/lunches/drinks) around Board meetings; and
Non-executive visits to non-UK operations.
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Read about
inclusion and diversity
on
pages 61 to 64
PROGRESS AGAINST 2022 ACTIONS
Set out below is the progress made in 2022 against actions identified through the 2021 internal Board effectiveness review.
Action
Progress
To oversee the finalisation of the strategic
review and approve the Group’s evolved vision,
purpose and strategy, to include increasing
focus on clear thematic areas, the timescales
to achieve various milestones, aspirations as to
scale and key impact priorities
The strategic review was finalised in July 2022, following significant Board oversight, input and
guidance. This review has resulted in a clearly articulated strategy around five pillars and which
is to be delivered in two phases. See pages 18 to 20 for further detail on the Group’s strategy.
To further evolve and oversee the successful
application of the Group’s Capital Allocation
Policy to enable the Group to achieve its
strategic aims and objectives, including
focusing more capital on conviction companies
Supported the management team in their shift to monthly Capital Allocation meetings, with the
results of those meetings discussed and considered at subsequent Board meetings. In addition,
the Board discussed the key points within, and approved, the 2023 operating plan at its strategy
days in November 2022. Further, the Board provided significant input and guidance to the Debt
Private Placement, helping ensure that the Group chose a financial product that most effectively
suited its needs. See page 42 for more detail on the Debt Private Placement.
To keep under close review the relationship
between the Group’s share price and its
updated NAV per share and recommend and
support initiatives to narrow any material
discount that exists
Received regular updates from the Group’ Executive Directors on the performance of the share
price against NAV and the actions being taken by the Executive team to mitigate the discount,
as well as analysis of performance versus peers. Supported the senior management team in
the undertaking of an in-depth shareholder perception study by Rothschilds and participated in
an interactive session with Rothschilds on the results of the same. Received a presentation from
BAML on the Group’s strategic options.
To oversee, and engage actively with the
Executive Directors and Executive Committee
in relation to the workstream on the Group’s
brand and values
Received regular updates from the Group’s Director of Communications on the branding work
and the Group’s Head of People on the development of a new set of Group values alongside
the new brand and inputted where appropriate. In addition, Aedhmar Hynes, on behalf of the
Board as a whole, engaged actively with the internal branding team led by the Director of
Communications on the new brand, given her background in digital marketing and strategic
communications.
To support the CEO in his engagement with
stakeholders on the evolved strategy and
in raising his and the Group’s profile in the
external market
Frequent Chair/CEO meetings to debate and support strategy delivery. Board attendance and
participation at the AGM Investor event. Board representation (through Aedhmar Hynes) on both
(i) the selection of branding agency and the branding project workstreams through 2022; and (ii)
the selection of new Group communications agency. Regular introductions by Chair and Non-
executive Directors to potential financial and non-financial partners.
To continue to champion and monitor
greater inclusion and diversity and employee
engagement within the Group
Further improved diversity on the Board with the appointment of Anita Kidgell. Oversaw, and
contributed to, the development of the I&D Masterplan and received updates from the IDP
group through the year on progress against milestones (see page 62). Oversaw and monitored
a continued high level of employee engagement, including through Aedhmar Hynes’ active
engagement with IP Connect, the Group’s employee forum, the Employee Executives, and a
significant increase in the Group’s eNPS score (see page 59).
To prepare for and undertake an in-depth
external evaluation on the effectiveness of the
Board and each of its Committees in the final
quarter of 2022
Selected Bvalco to undertake the external Board and Committee evaluation in September 2022
and oversaw the evaluation process, the outcomes of which are detailed on pages 137 and
and 139.
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Conclusion of the 2022 review
The 2022 external evaluation concluded that the Board, its
Committees and each of its Directors continue to be effective,
with the Chair and the CEO together having built an engaged
and committed Board and one which is dynamic and energetic
in the manner in which it operates. It was observed that the
Board shows real diversity, including in gender, ethnicity and
also cognitive diversity, and has a challenging and inclusive
culture. The effective facilitation of Board meetings by the
Chairman, creating an open and transparent culture in which
issues are raised, scrutinised, challenged and debated, was also
commented upon. In its conclusions, Bvalco further commented
on the challenges that the Group faces as it executes on its
strategy and evolves, and the need for the Non-executives to
support the Executive team through the various complexities
and uncertainty and for the Board to work in an integrated
way, leveraging the collective strengths of the Directors to build
the Group’s reputation on a global scale. Finally, it was agreed
that good progress had been made against the key actions
identified from the 2021 internal review and that the Chairman,
the Board and each of the Board Committees have an agreed
set of clear priorities for the year ahead.
Director performance assessment and review
The performance of each of the Non-executive Directors is
reviewed by the Chairman with support from the Company
Secretary, the performance of the Chief Executive Officer is
reviewed by the Chairman and the performance of the Chief
Financial and Operating Officer is reviewed by the Chief
Executive Officer as part of the annual appraisal process. In
addition to those reviews, the performance of the Executive
Directors is reviewed by the Board on an ongoing basis. One-
to-one meetings have been held amongst the individuals
concerned using, amongst other things, the input collated on
the performance of each of the individuals from the Board
evaluation process and individual development plans arising
from these meetings are in the process of being put in place for
the year ahead. These sessions are to include, as appropriate,
further sessions on the Group’s ESG reporting, disclosures,
governance and processes, continued exposure to and
interaction with portfolio companies and their management
teams, an annual update of corporate governance environment
and trends and presentations from the Group’s brokers with
regard to shareholder perception, market performance and
potential strategic opportunities. The Chairman’s performance
is reviewed by the Senior Independent Director based on
feedback from the Bvalco review together with that derived from
discussions with individual Directors; the resulting assessment is
discussed with the Chairman by the Senior Independent Director
and actions required by the assessment are included in the
Chairman’s objectives for 2023.
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NOMINATION COMMITTEE REPORT
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Committee
membership
The Remuneration
Committee currently
comprises the following
independent Non-
executive Directors
whose backgrounds and
experience are summarised
on pages 109 to 112:
Heejae Chae (Chair)
Douglas Flint
Dr Elaine Sullivan
Caroline Brown
Aedhmar Hynes
Anita Kidgell
Report contents
Principal responsibilities
Key activities in the year
Q&A with Chair
Remuneration Policy
summary
Remuneration at a
glance
Annual Report on
remuneration
Key activities in the year
Completed the triennial review of the Directors’ Remuneration
Policy, including the “first principles” consideration of the Group’s
overall remuneration philosophy, the definition of appropriate
pay levels and the structure and blend of short and long-term
incentive opportunities, as reported in detail in the 2021 Directors’
Remuneration Report (“2021 DRR”) approved by the Committee
Undertook an in-depth consultation exercise with shareholders
and proxy advisory groups as part of the triennial review of
Directors’ Remuneration Policy, including calls and meetings with
shareholders before publication of the 2021 DRR, in the lead up to
the AGM and a follow-up consultation post-AGM on the IP Group
Share Plan
Considered the skills and experience of the Executive Directors
and carried out a benchmarking exercise in order to determine
base salaries and total remuneration opportunity for the period 1
April 2022 to 31 March 2023
Reviewed the application of the Group’s Remuneration Policy
for non-director employees, including the Group’s approach to
salary reviews as well as individual base salaries and incentive
scheme targets and pay-outs
Considered and approved the appropriate vesting level for the
2019 LTIP awards which vested in 2022, and the monitoring of
potential out-turns for the 2020 and 2021 LTIP awards
Considered the level of the 2022 Restricted Share Plan (“RSP”)
awards, including the application of an appropriate discount to
the maximum award to mitigate against potential windfall gains
when the 2022 awards vest
Considered the Annual Incentive Scheme (“AIS”) awards and
Group performance targets for 2022 and 2023
Structure of this Report
In order to improve shareholder understanding of our Remuneration
structure and the approach of the Committee, the following pages
contain both a Q&A with the Remuneration Committee Chair and
a new Remuneration At A Glance section. As usual, the report also
contains a summary of our current Remuneration Policy (or the
“Policy”), details of how we intend to implement the Policy in 2023
and detailed disclosure of outcomes in relation to 2022.
Principal responsibilities
In line with the UK Corporate Governance
Code 2018, the terms of reference for the
Remuneration Committee were reviewed, and
adopted, by the Board in December 2022. The
Committee will continue to review its terms of
reference at least annually and will propose
updates where necessary or appropriate.
The key responsibilities of the Committee are
unchanged, as follows:
Determine the policy for Executive Director
remuneration
Design and set the remuneration for
the Chair, Executive Directors and senior
management
Review workforce remuneration and related
policies to ensure the Group attracts and
retains the best talent
Review remuneration practice and overall
costs to the Group
Consider pension and superannuation
arrangements, and other employee benefits
offered
Consider the engagement and independence
of external remuneration advisors
Establishing the Group’s policy with respect
to employee incentivisation schemes
The full terms of reference of the Committee
are available on the Group’s website at
www.ipgroupplc.com.
Committee meetings are administered and
minuted by the Company Secretary. In addition,
the Committee receives assistance from the
CEO, CFOO and Group People Director who
attend meetings by invitation, except when
matters relating to their own remuneration are
being discussed.
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REMUNERATION STATEMENT
Can you summarise the main issues faced
by the Committee in 2022?
During 2022 IP Group faced significant external
challenges. Political upheaval in the UK, the
deterioration in global macroeconomic conditions
and the war in Ukraine all impacted on both investor
confidence and the value of our underlying portfolio.
All of these external factors had a significant
influence on the Group, which was especially stark
in the first half of the year. This, of course, fed into
the Committee discussions around remuneration –
both in terms of Policy implementation for 2022 and
remuneration outcomes for both 2021 and 2022.
Whilst the difficult macroeconomic backdrop
impacted significantly on in-year results, we believe
that the management team has continued to
focus in the right areas in setting the business up
for long-term success. Strong performance against
the objectives that underpin our strategy, and
excellent progress in the unquoted portfolio based
upon a continued cautious approach to valuation
underline this.
On the remuneration front, much of the Committee
focus during 2022 was on the completion of
our remuneration policy review, and in ensuring
that the policy proposals put to shareholders at
the AGM were, and remain, aligned directly to
shareholder interests.
What are your reflections on the policy
changes approved in 2022?
Our overriding aim during the Remuneration
Policy review process was to create a greater
alignment between the management team and
our shareholders. We were seeking to achieve
this primarily through building and reinforcing
the culture and mindset of ownership across the
leadership of the business, as well as seeking to align
management incentive outcomes with the long-
term, asymmetric nature of our investments.
I strongly believe that our approach, which combines
awards of Restricted Shares, with a reduction in
annual bonus opportunity and an increase to the
Executive Director shareholding guidelines will
achieve these objectives. Based on my conversations
on Policy during the recent review, I believe that the
majority of our shareholders share this view.
2022 provided a stark illustration of the impact of
short-term volatility on both the Group and our
sector more widely. Our new Policy, combined with
our focus on fair, long-term remuneration outcomes
when considering annual implementation, provides
the framework to maximise the alignment between
our management team and our shareholders.
A summary of our policy and remuneration
outcomes for 2022 is set out in the new “At a Glance”
section of this report on page 144.
How did the Committee implement the
Remuneration Policy in 2022?
As set out above, much of the Remuneration
Committee activity at IP Group is concerned with
ensuring that our policy and target setting is fair,
equitable and aligned with shareholder interests.
Ensuring these strong foundations are in place allows
us to take a careful and considered approach to
implementation. This was no different in 2022. Much
of the early part of the year was spent discussing our
proposed Remuneration Policy with shareholders,
and ensuring our proposals fully aligned with
shareholder interests.
Once our proposed Policy was approved by
shareholders in June, the Committee carefully
considered the appropriate implementation approach.
The approach to both base pay, with no increase to the
salaries set at appointment, and AIS, with a reduction
in maximum to 75% of salary and a changed target
structure, were clearly set out in the policy. Both of
these changes were implemented in full.
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Q&A WITH CHAIR
However, the approved Policy determined
only the maximum level of RSP grant, with
the Committee determining the actual 2022
grants following approval of the Remuneration
Policy and Share Plan Rules at the 2022 AGM. In
determining the final grant level, the Committee
carefully considered both feedback from
shareholders and the significant changes in the
macroeconomic environment through the first
part of the year. The Committee also noted a
significant reduction in share price of the Group
in the period between the 2021 LTIP grant and the
2022 RSP grant.
With all of this in mind, and with a focus on
seeking to avoid windfall gains upon vesting, the
Committee made the decision to scale back
the 2022 RSP awards from the maximum level
allowed by the Policy. Awards were thus scaled
back by 25% from the normal maximum level,
with final 2022 awards being 150% of salary (CEO)
and 100% of salary (CFOO).
What are the plans for Executive
Director Remuneration in 2023?
The Committee continues to consider
remuneration from a long-term, shareholder
aligned stewardship viewpoint. Our approach is
based on finding the optimum balance between
cost management and the retention and
motivation of the right talent to deliver outsized
shareholder returns.
In 2023, we believe this will be achieved through
a combination of restrained increases in basic
salary, stretching AIS targets for the year and
the maximum RSP awards permitted under the
policy. As such, we would expect:
Base salaries to rise by 4% to £546,000 for the
CEO and £374,400 for the CFOO – significantly
lower than the expected average for the wider
workforce (7.4%)
Maximum AIS to remain at 75% of base
salary, with 50% of the outcome based on
stretching NAV performance and 50% on other
strategic targets
RSP awards of 200% of salary for the CEO and
133% of salary for the CFOO, in line with the
Remuneration Policy approved in 2022
Where relevant, performance targets will remain
stretching and all vesting remains subject
to Committee oversight and its discretion to
adjust outcomes. Our objective is to ensure that
overall remuneration outcomes are aligned with
the experience of our shareholders and other
stakeholders, and as such our overall approach
is a focus on driving direct alignment by ensuring
our Executive Directors build and maintain a
meaningful equity stake in IP Group.
How has the Committee engaged with
shareholders since the last report?
As set out in the 2021 report, we undertook a
comprehensive engagement programme with
shareholders before publishing the Remuneration
Policy and new Share Plan proposals put to
vote at the 2022 Annual General Meeting. We
continued to engage with shareholders all the
way up to the AGM, in order to fully understand
and seek to address any outstanding concerns.
Following the 2022 AGM, we were pleased to note
the significant majority of shareholders were in
favour of the thoughtful and distinctive approach
we had taken to best align our Remuneration
Policy with the strategy and characteristics of our
business, which we believe was a direct result of
this comprehensive two-way engagement.
We did, however, receive the support of just under
80% (79.19%) of shareholders voting at the AGM in
relation to the resolution to adopt the new Share
Option Plan rules. As a result, we wrote again to
shareholders following the AGM to solicit any
further feedback on the rules and/or the reasons
why they had felt unable to support them.
As we had already undertaken an extensive
consultation on the new remuneration policy and
the new Restricted Share Plan, this consultation
process did not result in any substantive
additional feedback from shareholders. Therefore
we plan to continue to grant awards under the IP
Group plc Share Plan rules approved at the 2022
AGM without any further amendment.
Outside of the very significant level of
engagement detailed in the 2021 report and
above, we have not had any further specific
engagement with shareholders during 2022.
However, we remain committed to maintaining
open and transparent remuneration
principles and practices, and always welcome
the opportunity to discuss the topic with
shareholders to ensure we remain fully aligned.
How has the Committee engaged with
employees since the last report?
In February 2023, Aedhmar Hynes (our Designated
NED) and I directly engaged with our employee
forum “IP Connect” on the subject of Executive
remuneration. We aim to ensure that this direct
dialogue with employees takes place at least
once each year, to ensure that our employees
have the opportunity to both challenge our
direction and inform our decision making process.
The challenges provided by the employee group
informed our decisions around both salary levels
for 2023 and bonus outcomes for 2022. Overall,
we were encouraged by the level of engagement
and quality of challenge. It was also reassuring
to find that our overall strategy for Executive
remuneration (outlined in the Policy) remains well
understood, and is considered by employees to be
fair, equitable and reasonable in the context of the
remuneration we offer elsewhere in the business.
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Q&A WITH CHAIR
Set out below is a summary of the Remuneration Policy, which was approved by shareholders at the AGM held on 15 June 2022, and
which is effective for a period of up to three years from approval. The full text of the Remuneration Policy can be found on page 118 to
124 of the 2021 Annual Report and Accounts, and is available on the Group’s website at www.ipgroupplc.com.
Element
Purpose and link to strategy
Policy and approach
Salary
To provide an appropriate level of fixed cash income to attract and
retain individuals with the personal attributes, skills and experience
required to deliver the Group’s strategy.
Market median benchmark. Reflects lower upside potential and talent market
perspective.
Annual salary increases to not normally exceed the average increase awarded to
other UK-based employees.
Pension
To provide a competitive post-retirement benefit in a way that
manages the overall cost to the Group.
Maximum contribution of 10% – aligned to workforce. Contribution made either
to Group Pension Plan, personal pension plan of the Executive’s choosing or an
equivalent cash alternative.
Benefits
To provide a competitive and appropriate benefits package to
assist individuals in carrying out their duties effectively and to retain
individuals with the personal attributes, skills and experience.
Ongoing benefits typically comprise, but are not limited to, health and travel
insurance, income protection and life assurance and may also comprise a car
benefit (or cash equivalent). Executives are also provided with telecoms and
computing equipment needed to perform their duties.
Executive Directors may also participate in any all-employee share plans that may
be operated by the Group from time to time on the same terms as other employees.
Annual
Incentive
Scheme
(“AIS”)
To provide a simple, performance-linked annual incentive
mechanism that will:
attract, retain and motivate individuals with the required
personal attributes, skills and experience
support our strategic objectives of long-term equity ownership
and value creation
align the interests of management and shareholders
Maximum payment of 75% salary, with payment based upon an appropriate mix of
financial and strategic targets.
Targets are reviewed annually prior to the start of each financial year to ensure the
detailed performance measures and weightings are appropriate and continue to
support business strategy. Performance targets are set at or around the start of
each financial year.
50% of any amount above £25,000 deferred into shares for two years. Malus and
clawback provisions also apply.
Long-term
award:
restricted
shares
To provide market competitive long-term share awards, which align
the interests of management and shareholders.
Restricted Share Plan awards. Maximum annual awards of 200% of salary (CEO) or
133% of salary (CFOO).
Vesting subject to a performance underpin and Committee discretion, with a three-
year vesting period and two-year holding period post-vesting. Malus and Clawback
provisions also apply.
Shareholding
guidelines
Align the interests of management and shareholders.
Minimum shareholding requirement of 350% of salary (CEO) or 250% of salary
(CFOO), with post-cessation holding requirement applying for two years after exit.
Portfolio
company
share awards
and carried
interest
Balance our policy of encouraging direct investment in the portfolio
below executive director level with appropriate controls to ensure
that all decisions are made with the best interests of shareholders
and other stakeholders in mind.
Direct investment in portfolio companies by Executive Directors is prohibited after
appointment, with the exception of the take-up of pre-emption rights on existing
investments.
No Executive Director participation in carried interest pools.
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DIRECTORS’ REMUNERATION REPORT
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REMUNERATION POLICY SUMMARY
£264k
2022 Single Figure
Variable Pay, Awards & Outcomes
% Change in Bonus
RSP Awards
Directors’ Shareholdings
Base Salary Increase
2023 Implementation
Base Pay & Total Package
Base
salary
Annual
bonus
LTIP
(Long term
incentive plan)
£525k
£120k
£360k
£958k
£1,154,200
£2,047,500
£752k
£264k
£82k
GREG SMITH
CEO
APRIL
2023
APRIL
2022
4%
GREG SMITH
4%
DAVID BAYNES
7.4%
UK EMPLOYEES
(AVERAGE)
DAVID BAYNES
CFOO
30%
of maximum
51%
of original award
30%
of maximum
51%
of original award
Base Salary
Benefits
Pension
Annual Bonus (AIS)
LTIP
Base Salary
Max. AIS
RSP Grant
GREG
SMITH
DAVID
BAYNES
UK
EMPLOYEES
GREG SMITH
DAVID BAYNES
GREG
SMITH
DAVID
BAYNES
GREG SMITH
GREG SMITH
DAVID BAYNES
£788k
£360k
75%
of
maximum award
75%
of
maximum award
DAVID BAYNES
Shares owned or beneficially owned
Outstanding unvested holdings,
adjusted for tax at 47%
Minimum shareholding requirement
(at 62.16p per share, 3-month rolling
average at 31.12.22)
374.4
280.8
409.5
546.0
499.0
1,092.0
0%
0%
8.4%
2,956,082
1,447,877
1,061,780
510,053
1,403,242
565,535
£1m
0%
-10%
-20%
-30%
-40%
-50%
-60%
-70%
-80%
£800k
£600k
£400k
£200k
0
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OUR GOVERNANCE
.
BUSINESS OVERVIEW
REMUNERATION AT A GLANCE
.
The Group targets a remuneration package for its Executive Directors that will enable the attraction, retention and incentivisation of
individuals of the highest calibre in order to successfully deliver the Group’s strategic objectives.
In 2023, we will continue to base our approach on the Remuneration Policy approved by shareholders in 2022. Our approach
combines market aligned base salary levels with short and long-term incentives, which underpin long-term shareholder value
creation through a focus on building an ownership mindset in the senior team. In 2023, this will be implemented as set out below.
Salary
As explained in the 2021 report, upon appointment to their current roles in October 2021, salaries for both Greg Smith and David
Baynes were set at market competitive levels. As such, the Committee expects a period of moderate salary increases for both
individuals at or below the level that is applied to the wider workforce. This has informed the approach for 2023, where inflationary
rises for both Executive Directors and the wider leadership team were lower than the average increase in the rest of the business.
With effect from April 2023, the salaries of the Executive Directors will be:
2023/24
base salary
2022/23
base salary
Increase %
Greg Smith (CEO)
£546,000
£525,000
4.0%
David Baynes (CFOO)
£374,400
£360,000
4.0%
For reference, in 2023 the average increase for the wider workforce is expected to be around 7.4%. This higher than usual level reflects
the sustained period of high inflation experienced by our employees more generally, and associated cost-of-living pressure. We
have also responded to this during 2022 by making a one-off “Cost-of-Living Supplement” payment of £2,000 to our least well-paid
employees, further details of which are set out on page 61.
Pension and benefits
Pension and benefits will continue to be in line with the levels stated in the Policy table set out on page 143. Pension levels for both
Executive Directors are aligned with the wider workforce, with employer contributions of up to 10% of salary.
Annual Incentive Scheme (“AIS”)
The maximum AIS opportunity will remain at 75% of base salary for both Executive Directors, in line with the Policy approved last year.
The approach to setting targets will also remain consistent with the policy and the approach applied for 2022.
As such, half of the 2023 AIS will be based upon Group NAV growth, which in the view of the Committee represents the most
appropriate leading indicator of underlying business performance. The other half of the AIS will be based on a number of key
strategic objectives, which align with top current commercial priorities, and for which stretching objectives have been set.
In recognition of the importance of ESG and sustainable stewardship to the long-term success of our business, at least one of the
strategic objectives for the 2023 AIS will be based on ESG performance. We first introduced this metric in 2020, since which time
we have utilised a combined employee engagement and culture metric to determine bonus outcomes in this area. This has been
successful in driving development within the business, but the Committee feels it is now time to re-focus this objective on a more
rounded measure, with a more specific focus on environmental targets.
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ANNUAL REMUNERATION STATEMENT
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STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2023
For 2023, the AIS outcomes will, therefore, be determined based on the following mix of targets:
50% on achievement of the targeted levels for the Group’s audited NAV per share
37.5% on performance against key commercial objectives
12.5% based on ESG metrics aligned to our sustainability strategy
The Committee considers that this mix of metrics is aligned with the interests of shareholders and other stakeholders and, as in prior
years, has determined the performance metrics that are required to be achieved during 2023. In reflection of our commitment to
transparency, we are again disclosing our NAV and ESG targets prospectively.
The NAV element will be awarded at 25% of the maximum level provided a minimum level of audited NAV per share of 139.5p is
achieved by the end of the year, and will be awarded in full if audited NAV per share exceeds 152.8p.
The ESG element will be split, with half being awarded on internal performance and half based on external impact measures. The
internally focused element will be awarded if we exceed our peer average across our three key external ratings (MSCI, ISS and
FTSE). For 2023, the externally focused element will be based on the definition of bespoke impact metrics within a sub-set of our
portfolio. This approach is directly aligned to our rounded strategic focus on ESG set out on pages 46 to 71 and in our accompanying
Meaningful impact report.
The targets relating to the key commercial objectives, as well as the performance against all of the 2023 targets, will be disclosed in
the 2023 Directors’ Remuneration Report.
Overall, the targets for all AIS measures set are considered by the Committee to be aligned to strategy and appropriately stretching,
especially in light of the current economic climate and 2022 performance. However, and in line with the Remuneration policy, the
Committee may adjust any 2023 outcome to take into account overall business or individual performance or any other factors it
considers appropriate.
Restricted Share Plan
As outlined in my Q&A on page 141 and described in the following detail, the Restricted Share Plan (“RSP”) awards made in 2022 were
reduced from the maximum level by 25%, with awards of 150% of base salary (CEO) and 100% of base salary (CFOO) being made. The
Committee made this adjustment based on feedback from shareholders during the consultation phase of the current Remuneration
Policy, together with the significant change in the macroeconomic environment since the start of the year as well as the decline in
the IP Group share price between the 2021 LTIP and 2022 RSP award dates. The Committee considered the adjustment a prudent and
sensible approach to avoid windfall gains for the Executive Directors in the event of economic recovery. The same adjustment was
applied to similar awards made below Board level.
This year, the Committee intends to make RSP awards to Executive Directors at the normal maximum level allowed by the
Remuneration Policy, being 200% of base salary for the CEO and 133% of base salary for the CFOO. Unlike last year there has been no
significant decline in share price between the 2022 and 2023 awards, and the Committee is comfortable that these award levels
are appropriate.
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BUSINESS OVERVIEW
ANNUAL REMUNERATION STATEMENT
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STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2023
Vesting of these awards will take place over a three-year period commencing on 1 April 2023. Any RSP awards that vest will be subject
to a further two-year holding period. Vesting will be subject to a financial underpin based on adjusted NAV per share growth over the
vesting period. For 2023 awards, the financial underpin has again been set such that NAV per share on the vesting date must be no
lower than 100% of NAV per share on the award date, after making appropriate adjustments for dividends, buy-backs and any other
distributions.
The Committee will also monitor qualitative performance to ensure that Executive Directors are not rewarded where the Committee
considers there to have been a failure of performance. This will include a serious breach of regulation, failure to sufficiently progress
against ESG objectives, material reputational damage and gross misconduct. In the event of any underpin condition not being met,
the Committee will review the number of RSP awards which are due to vest, and may reduce (in full or in part) the number of shares
that ultimately vest.
Chair and Non-executive Directors
With a small Board, the Group relies heavily upon a deep level of commitment from the Chair and all of the Non-executive Directors.
Each Director serves on multiple Committees as well as the Board itself. Our Chair provides significant operational support to the
management team, committing time and delivering value to the business and it’s stakeholders well beyond that required by his role.
At the same time, fee levels for both the Chair and the Non-executive Directors have slipped behind market levels. We are therefore
proposing to remedy this with a one-off correction in Fee levels for all Non-executive positions in 2023, in order to ensure that we fairly
reward all members of the Board for their overall contribution to the business.
We will therefore increase our Non-executive Director fee to £57,500 from April 2023, from the current level of £49,000, a c.17% increase.
Our Chair fee will increase to £227,000 from £191,000, a similar increase of c.18%. These fee levels have been set based on market
median levels for the lower half of the FTSE250, and we note that even after the intended increase our fee levels still remain below the
median level for the FTSE250.
Additional fees for Committee Chairs, Designated NED and for being Senior Independent Director shall remain unchanged at £10,000.
There is no additional fee payable for membership of a Committee.
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ANNUAL REMUNERATION STATEMENT
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STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2023
Single figure for total remuneration (audited)
The following table sets out the single figure for total remuneration for Directors for the financial years ended 31 December 2022 and 2021.
Base salary/
fees
1
Benefits
2
Pension
3
Total fixed
Annual bonus
(“AIS”)
4
LTIP
5
Total Variable
Total
All £000s
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Greg Smith
525
354
3
3
46
31
574
388
120
342
264
384
342
958
730
David Baynes
6
360
307
14
17
32
27
406
350
82
297
264
346
297
752
647
Douglas Flint
189
181
189
181
189
181
Elaine Sullivan
48
46
48
46
48
46
Caroline Brown
66
56
66
56
66
56
Aedhmar Hynes
68
57
29
12
97
69
97
69
Heejae Chae
58
56
58
56
58
56
1
Base salary/fees represent each Director’s contractual entitlement during the calendar year in question, noting that the Group’s salary year runs from 1 April to 31 March.
2
Travel costs for Non-executive Directors are reimbursed and are subject to PAYE, and a consumable expenses payment of £26 (net) per month is paid to all employees,
Executive and Non-executive Directors to cover the additional costs of homeworking.
3
Pension includes payments made to defined contribution schemes on behalf of the Directors or the value of a cash equivalent, if applicable. The pension available to
the Executive Directors is aligned to that available for the employee population.
4
AIS executive bonus outturn was 30.4% of the maximum for 2022. Consistent with the Remuneration Policy, the first £25,000 will be paid in cash and thereafter 50% will
be paid in cash and 50% deferred into shares over two years.
5
The 2022 LTIP value is based on the 2019 LTIP, which vested on 31 March 2022. The value shown has been calculated using the share price on the date of vesting (90.0p)
and includes the value of dividend equivalents accrued in the vesting period. As the share price on the date of vesting was below the price on the date of grant none
of the amounts in the table are attributable to share price appreciation.
6
David Baynes receives an annual car allowance or equivalent thereof of £12,000. He has also participated in our Electric Vehicle salary sacrifice scheme since 30
September 2022, sacrificing gross salary of £2,723 during this period, and has use of an electric vehicle with a taxable benefit of £250 in 2022. The benefits figure
reported for David Baynes includes all of these amounts in aggregate.
Additional disclosures for single figure for total remuneration table
Annual Incentive Scheme
The targets for the 2022 AIS for Executive Directors were set in line with the Statement of Implementation for 2022 laid out in the 2021
Directors’ Remuneration report. That is, AIS outcomes for 2022 have been determined based upon the following mix of targets:
50% on the annual return achieved on the Group’s NAV
37.5% on the performance against key commercial objectives
12.5% on employee engagement and culture, an ESG-aligned metric, aligned with feedback from key stakeholders in the ESG
materiality assessment carried out in 2020
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.
The detailed performance conditions used to calculate initial AIS outturn for 2022 are set out in the table below.
Performance condition
(% weighting)
Vesting criteria
Actual performance
(% OF COMPONENT)
Return on NAV
(50%)
5% return (£87m): 25% of maximum opportunity
(“threshold”)
15% return (£262m): 100% of maximum opportunity
Below threshold return
0% of component
Strategy: Liquidity as a
strategic asset (12.5%)
£nil to £75m (sliding scale) excluding any contribution
from Oxford Nanopore Technology
£27.9m
37.23% of component
Strategy: Access to third-
party capital (12.5%)
Access to new co-investment capital of £20m (25% of
maximum opportunity) to £100m (100% of maximum
opportunity)
Access to £42.77m (equivalent) of new capital
46.3% of component
Strategy: Delivery of
Priority Workstreams
(12.5%)
Delivery of five priority workstreams, which underpin the
sustainability of the underlying business and/or directly
support shareholder value creation. For 2022 includes
definition of updated operating strategy; successful
debt placement; achievement of all diversity & inclusion
milestones; delivery of revised brand/brand architecture;
and reduction of our gap between Group share price
and NAV per share.
Updated operating strategy: 100% (of 2.5% component)
Successful debt placement: 100% (of 2.5% component)
Diversity & inclusion milestones: 100% (of 2.5% component)
Revised brand/brand architecture: 100% (of 2.5%
component)
Reduction of the gap between share price and NAV (rolling
three-month measure): 0% (of 2.5% component)
80% of component overall
ESG: Employee
engagement and culture
(12.5%)
Demonstrable improvement in employee engagement,
based on both objective and subjective measurements
in a sliding scale. Aligned to on the non-financial KPI
outturn
80% score on non-financial KPI
(see page 45 for details)
80% of component awarded
Total weighted outturn
30.4% of maximum
The Committee discussed the output of the quantitative targets and considered that this outturn appropriately reflected the broader
overall performance of the business for the year.
In particular, the Committee noted that whilst the Company had experienced a relatively stark decline in NAV, the majority of this
was attributable to the decline in the quoted portfolio, and particularly the decline in value of Oxford Nanopore Technologies plc.
Such decline means that the award of any AIS to the Executive Directors has been carefully considered by the Committee, but in its
deliberations the Committee also noted the relatively strong performance of the unquoted portfolio as well as significant progress in
a range of areas expected to underpin shareholder value growth as the Group moves forward.
As such, the Committee determined that the calculated outcome aligned with a fair assessment of performance over the year, and
that no discretionary adjustment to this calculated outcome was therefore required.
The resulting AIS outturn for 2022 for the Executive Directors was, therefore, determined as 30.4% of maximum opportunity. In
accordance with the Remuneration Policy, all amounts to individuals above an initial minimum amount paid in cash, which for the 2022
AIS is £25,000, will be paid 50% in cash and 50% in shares (deferred over two years under the Group’s Deferred Bonus Share Plan “DBSP”).
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ANNUAL REMUNERATION STATEMENT
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Share-Based Incentive Schemes
2019 LTIP awards that vested in 2022
As reported in the 2021 Directors’ Remuneration Report, the performance of the Group over the vesting period of the 2019 LTIPs, which
vested in March 2022, was sufficient for the awards to partially vest.
Group NAV (the Group’s net assets excluding intangibles) growth to 31 December 2021 was above the minimum threshold and below
the maximum threshold. The one-month average share price at 31 March 2022 was below the lower Total Shareholder Return (“TSR”)
target and that of the FTSE 250. On this basis, the 2019 LTIP award vested as expected at 51.1% of maximum on 31 March 2022. The 2022
disclosure in the Single Figure For Total Remuneration table (page 148) relates to this vested award.
After the end of the vesting period, the Committee considered the calculated level of vesting in the context of performance delivered
over the vesting period, and determined that 51.1% was a fair reflection of performance over that period. In making this determination,
the Committee considered the level of overall performance during the vesting period, the shareholder experience over that time and
the contribution of the individual Executive Directors over the same period.
The vested 2019 LTIP awards are subject to a further two-year holding period, with shares only being issued to participants at the end
of this period.
2020 LTIP Awards due to vest in 2023
The 2020 LTIP awards are based on the performance of the Group’s NAV for the three financial years ending on 31 December 2022
and TSR from 1 April 2020 to the ordinary vesting date, being 31 March 2023, using a one-month average. Both performance measures
are combined into a matrix format as per the vesting table below. The total award is subject to an underpin based on the relative
performance of the Group’s TSR to that of the FTSE 250 index, which can reduce the awards by up to 50%.
Vesting matrix: estimated 2020 LTIP outturn
TSR (p.a.)
15%
60%
75%
76.0%
90%
100%
10%
30%
45%
46.0%
60%
90%
8%
12.5%
25%
26.3%
45%
75%
<8%
0%
12.5%
13.6%
30%
60%
<8%
8%
8.1%
10%
15%
Growth in NAV (p.a.)
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Performance condition
Target performance
Actual/forecast
performance
Group NAV
(at 31 Dec 2022)
8%: £1.37bn
15%: £1.66bn
£1.38bn
(8.1% p.a.)
Annual TSR
1
(share price)
8%: 69.9p
15%: 82.3p
65p
(4.8% p.a. growth)
Comparative TSR
FTSE 250 -3.7%
IP Group 4.8%
1
TSR performance shown reflects the Group’s one-month average share price to 3 March 2023. Actual performance period is the one-month average to 31 March 2023.
The actual performance of the Group in terms of NAV growth to 31 December 2022 was above the minimum threshold and below the
maximum threshold at a compound annual rate of 8.1%. At the time of publication, the one-month average share price is expected
to result in performance below the lower TSR target.
On this basis, the 2020 LTIP award is expected to vest at 13.6% of maximum, as illustrated in the table on page 150. The table also
illustrates the potential variation in final calculated vesting, which will depend upon share price performance throughout March
2023. Vested LTIP awards will be subject to a further two-year holding period, following which shares will be issued to participants in
respect of these awards.
As above, final vesting will be determined after the end of the vesting period on 31 March 2023, and will be subject to the
Remuneration Committee determination that the calculated vesting amount is a fair and reasonable reflection of performance
through the vesting period and that it should not apply the discretion it reserves itself to adjust the outcome.
In making a final determination of the proportion of the 2020 LTIPs which will vest, the Committee will take into account the need
to avoid windfall gains (the 2020 award price being impacted by the early effects of the COVID-19 pandemic). The number of
conditional shares awarded in 2020 was reduced at grant in order to mitigate this risk, and the Committee is mindful that the current
share price is broadly aligned with the price at grant. As such, the Committee does not currently envisage a further reduction is
necessary, but will make a final determination at vesting.
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ANNUAL REMUNERATION STATEMENT
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2022 Restricted Share Plan Awards
As set out in the 2022 Remuneration Policy, we introduced a Restricted Share Plan (“RSP”) in 2022 to replace the previous LTIP structure.
In accordance with the Policy, in 2022 an award of restricted shares was made to each Executive Director, as set out in the table
below:
Executive Director
Type of interest
Basis of award
(% salary)
Face value
1
(000s)
End of underpin
period
Greg Smith
2022 RSP
150%
£788
31 Mar 2024
David Baynes
2022 RSP
100%
£360
31 Mar 2024
The RSP awards made in 2022 were reduced from the normal maximum level by 25%, with awards of 150% of base salary (CEO) and
100% of base salary (CFOO) being made. This compares to the normal maximum level permitted by the policy of 200% (CEO) and 133%
(CFOO).
The reduced awards were made primarily in recognition of the reduction in share price over the period from the 2021 LTIP grant date
(5 May 2021, closing price 125.4p) to the 2022 RSP grant date (28 June 2022, closing price 75.5p). The Committee considers that the
majority of this decrease in share price occurred as a result of macroeconomic factors, and as such has reduced the award to
mitigate the risk of a windfall outcome at vesting in the event of a sustained economic recovery.
In reaching this decision, the Committee also considered feedback from shareholders received on the revised Remuneration
Policy during the consultation period. In particular, the Committee noted that some shareholders had expressed reservations over
the smaller than usual level of discount when comparing the maximum level of award under the RSP to the maximum LTIP award
allowable under the previous Remuneration Policy.
Whilst the Committee continues to believe that the maximum award permitted under the Policy (being 200% of salary for the CEO,
133% of salary for other Executive Directors) is set at an appropriate and reasonable level, it also recognises the responsibility to make
individual awards in a prudent and responsible way, only utilising the maxima agreed under the Policy when it is confident that such
awards are appropriate and in the best interests of shareholders.
The Committee, therefore, determined that making awards at the maximum level in 2022 was not appropriate in this context.
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Change in remuneration of the Directors compared to Group employees
The table below sets out the change in the remuneration of the Directors and that of our UK employees (excluding Directors and new
joiners/leavers):
% Change in base salary
% Change in bonus
% Change in benefits
(excluding pensions)
2021 to 2022
2020 to 2021
2019 to 2020
2021 to 2022
2020 to 2021
2019 to 2020
2021 to 2022
2020 to 2021
2019 to 2020
Greg Smith
48.4%
20.8%
5.9%
(65.0)%
23.5%
254.1%
(2.3)%
4.2%
5.1%
David Baynes
17.4%
7.7%
2.0%
(72.3)%
11.2%
241.0%
(14.1)%
17.6%
5.2%
Douglas Flint
4.2%
2.0%
2.2%
Elaine Sullivan
4.6%
2.2%
1.8%
Caroline Brown
17.1%
1.8%
1.8%
Aedhmar Hynes
19.6%
19.8%
1.8%
142.0%
Heejae Chae
3.8%
1.8%
1.8%
UK employees
10.4%
5.9%
8.0%
(39.1)%
59.3%
78.7%
11.9%
7.9%
4.7%
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OUR GOVERNANCE
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Historical Executive pay and Group performance
The table and graph set out below enable a comparison of the TSR of the Group and the Chief Executive Officer remuneration
outcomes over the last ten years.
The chart below shows the Company’s TSR performance against the performance of the FTSE All Share, FTSE Small Cap and FTSE 250
indices over the ten-year period to 31 December 2022. The Directors have selected these indices as, in their opinion, these indices
comprise the most relevant equity indices of which the Company was a member during a significant proportion of the period in
question and against which TSR of the Company should be measured.
0
50
100
150
200
250
300
Source: Datastream
IP Group
FT Small Cap
FTSE All Share
FTSE 250
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
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Historical Chief Executive Officer remuneration outcomes
The table below summarises the Chief Executive Officer single figure for total remuneration, annual bonus pay-out and LTIP vesting
as a percentage of maximum opportunity for the current year and previous ten years.
Chief Executive Officer
2013
2014
2015
2016
2017
2018
2019
2020
2021
1
2022
CEO single figure of remuneration (£000s)
2,231
902
669
265
552
413
498
797
730
958
Annual bonus pay-out
(% of maximum)
100%
0%
100%
0%
57%
17%
28%
93%
96.3%
30.4%
LTIP vesting (% of maximum)
100%
100%
57%
0%
0%
0%
0%
0%
0%
51.1%
1
2021 and years thereafter relate to Greg Smith, who was appointed as CEO on 7 October 2021 (previously CFO). Previous years reported related to Alan Aubrey.
Directors’ shareholdings and share interests
The Group’s Remuneration Policy determines a minimum shareholding requirement for each of the Executive Directors. The
Remuneration Policy approved in 2022 increased the minimum level to 350% of salary for the Chief Executive Officer (from 200%), and
250% of salary for other Executive Directors (including the CFOO, from 150%).
At the end of the year, neither Greg Smith nor David Baynes met this requirement. Both Executive Directors are ordinarily, at a
minimum, expected to retain all post-tax shares received under the RSP, LTIP and DBSP to ensure that minimum levels are met and
maintained, in line with the Policy.
Interests in shares (audited)
The Directors who held office during 2022 had the following beneficial interests in the ordinary shares of the Company:
At 31 December 2022
Total interest in shares
Total unvested holdings
Current Directors
Shares
owned
Number
Shares which
have fully vested
but have not yet
been issued
1
Total
Interest
Minimum
Shareholding
requirement
met?
2
LTIP
DBSP
RSP
Greg Smith
412,220
153,315
565,535
No
1,378,122
226,459
1,043,046
David Baynes
356,738
153,315
510,053
No
1,327,435
199,115
476,809
Elaine Sullivan
Sir Douglas Flint
48,500
48,500
Heejae Chae
32,172
32,172
Caroline Brown
Aedhmar Hynes
21,000
21,000
1
The number of LTIP shares which have vested in full but remain in the holding period. The total number of shares is adjusted down by 47% to account for an estimate of
the tax which will become due when they are issued.
2
Based on owned/vested shares only.
There have been no changes in the interests of the Directors set out above between 31 December 2022 and 7 March 2023.
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Share-Based Incentive Plan Awards (audited)
The Executive Directors’ participations in the Group’s Long Term Incentive Plan (“LTIP”) and Restricted Share Plan (“RSP”) are set out in
the table below:
Number
of shares
conditionally
held at
1 January
2022
Conditional
shares
notionally
awarded in
the year
Vested
during
the year
1
Lapsed
during
the year
Potential
conditional
interest in
shares at
31 December
2022
Share price
at date of
conditional
award (p)
Earliest
vesting
date(s)
Greg Smith
2019 LTIP
566,094
289,274
276,820
99.10
31–Mar–22
2020 LTIP
894,869
894,869
61.40
31–Mar–23
2021 LTIP
483,253
483,253
125.40
31–Mar–24
2022 RSP
1,043,046
1,043,046
75.50
31–Mar–25
1,944,216
1,043,046
289,274
276,820
2,421,168
David Baynes
2019 LTIP
566,094
289,274
276,820
99.10
31–Mar–22
2020 LTIP
861,726
861,726
61.40
31–Mar–23
2021 LTIP
465,709
465,709
125.40
31–Mar–24
2022 RSP
476,809
476,809
75.50
31–Mar–25
1,893,529
476,809
289,274
276,820
1,804,244
1
LTIP awards vesting during the year will be subject to a further holding period of two years, with shares not being issued to participants until the end of the holding
period. The actual number of shares to be issued at the end of the holding period will be adjusted in aggregate to account for any dividends paid during the vesting
and holding period. For the 2019 LTIP awards which vested in 2022, this adjustment will be at least x1.01214, but is likely to rise further with dividend payments during the
holding period.
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OUR GOVERNANCE
.
BUSINESS OVERVIEW
ANNUAL REMUNERATION STATEMENT
.
Deferred bonus share plan (“DBSP”) (audited)
Directors’ interests in nil-cost options under the Group’s DBSP that have been granted in order to defer AIS bonuses in accordance
with our Policy are as follows:
Options held
at
1 January
2022
Option
awarded in
the year
Exercised
during
the year
Lapsed
during
the year
Options
held at
31 December
2022
Share price
at date of
award (p)
Earliest
vesting
dates
Greg Smith
Deferral from 2019 AIS
21,685
21,685
61.40
31–Mar–22
Deferral from 2020 AIS
50,259
50,259
125.40
31–Mar–22
Deferral from 2020 AIS
50,259
50,259
125.40
31–Mar–23
Deferral from 2021 AIS
88,100
88,100
90.00
31–Mar–23
Deferral from 2021 AIS
88,100
88,100
90.00
31–Mar–24
122,203
176,200
71,944
1
226,459
David Baynes
Deferral from 2019 AIS
21,685
21,685
61.40
31–Mar–22
Deferral from 2020 AIS
48,213
48,213
125.40
31–Mar–22
Deferral from 2020 AIS
48,213
48,213
125.40
31–Mar–23
Deferral from 2021 AIS
75,451
75,451
90.00
31–Mar–23
Deferral from 2021 AIS
75,451
75,451
90.00
31–Mar–24
118,111
150,902
69,898
2
199,115
1
Actual number of options released for exercise was 72,817, reflecting the adjustment made to options held to account for dividend payments made during the holding
period.
2
Actual number of options released for exercise was 70,746, reflecting the adjustment made to options held to account for dividend payments made during the holding
period.
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OUR GOVERNANCE
.
ANNUAL REMUNERATION STATEMENT
.
Save as You Earn (“SAYE”) (audited)
The Group operates an HMRC-registered SAYE share save scheme for all UK employees in which both Executive Directors have
participated during the year, as listed in the table below.
Options
held at
1 January
2022
Options
awarded in
the year
Exercised
during the
year
Lapsed
during the
year
Options
held at
31 December
2022
Option
exercise
price (p)
Share price
at date of
award (p)
Earliest
vesting
date(s)
Greg Smith
2019 SAYE
34,816
34,816
51.70
64.60
01-Nov-2022
2022 SAYE
27,692
27,692
65.0
81.25
01-Nov-2025
David Baynes
2019 SAYE
34,816
34,816
51.70
64.60
01-Nov-2022
2022 SAYE
27,692
27,692
65.0
81.25
01-Nov-2025
Relative importance of spend on pay
The table below shows total employee costs, change in shareholder distributions, change in NAV and change in share price from
2021 to 2022.
2022
2021
% change
Total employee costs (£m)
20.0
22.4
-11%
Distributions to shareholders (dividend or share buy back, £m)
20.7
42.8
-52%
NAV (£m)
1,381.2
1,738.1
-21%
Share price (p)
55.8
123.8
-55%
The information shown in this chart is based on the following:
Total employee pay: total employee costs from note 9 on page 207 including wages and salaries, social security costs, pension and
share-based payments.
Change in NAV: change in the Group’s net assets excluding goodwill and intangibles taken from the statement of financial position
on page 190.
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OUR GOVERNANCE
.
BUSINESS OVERVIEW
ANNUAL REMUNERATION STATEMENT
.
External appointments for Executive Directors
Any proposed external directorships are considered by the Board to ensure they do not cause a conflict of interest but, subject to
this, Executive Directors may accept a maximum of two external Non-executive appointments and, indeed, the Board believes that
it is part of their ongoing development to do so. Where an Executive Director accepts an appointment to the board of a company
in which the Group is a shareholder, the Group generally retains the related fees. In the circumstances where the Executive Director
receives such fees directly, such sums are generally deducted from their base salary from the Group. Fees earned for directorships
of companies in which the Group does not have a shareholding are normally retained by the relevant Director. Key external
appointments (excluding companies in which the Group holds shares) held by Executive Directors are set out on pages 109 to 112.
Limits on the number of shares used to satisfy share awards (dilution limits)
All of the Group’s incentive schemes that contain an element that may be satisfied in IP Group shares incorporate provisions that
in any ten-year period (ending on the relevant date of grant), the maximum number of the shares that may be issued or issuable
under all such schemes shall (i) not exceed 10% of the issued ordinary share capital of the Company; and (ii) such shares issued on a
discretionary basis shall not exceed 5% of the issued ordinary share capital of the Company.
The Committee regularly monitors the position and prior to the making of any share-based award considers the effect of potential
vesting of outstanding awards to ensure that the Company remains within these limits. Any awards which are required to be satisfied
by market purchased shares are excluded from such calculations, but any shares utilised from treasury would be included. As a
result of the share buyback programme which the Company commenced in October 2021, 29,708,621 shares were bought back and
held in treasury by the Company. 830,322 of these treasury shares were utilised in connection with the Group’s incentive schemes
during the year, a further 437,075 used to settle the SAYE scheme and 330,851 to settle the scrip dividend. These are included where
relevant in the numbers below. As at 31 December 2022, 28,110,373 shares were held in treasury.
As at 7 March 2023, the Company’s headroom position, which remains within such guidelines, was as shown in the chart.
Key
Vested LTIP awards in past ten years – Executives
Vested LTIP awards in past ten years – Other staff
Outstanding LTIP and awards – Executives
Outstanding LTIP and Former Touchstone LTIP awards – Other staff
Other Share schemes (Sharesave, DBSP, etc.)
Additional headroom (to 5%)
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.
ANNUAL REMUNERATION STATEMENT
.
2.5%
0.3%
0.4%
1.1%
0.6%
0.1%
Service agreements
The Executive Directors have service contracts that commenced on the dates set out in the chart below and contain a contractual
notice period of six months by either party. The Non-executive Directors have letters of appointment that commenced on the dates
set out in the chart below, are generally for an initial fixed term of three years, which is reviewed and may be extended for two further
three-year periods and are terminable on three months’ notice by either party.
During the year, Dr Caroline Brown and Aedhmar Hynes initial three-year terms were extended by a further period of three-years. As
reported in the Nomination Committee report on page 133, an additional Non-executive Director appointment (Anita Kidgell) was
made after the end of 2022.
The letters of appointment and service contracts are available for inspection at the Company’s registered office. In accordance
with the Code, all Directors submit themselves for annual re-election by shareholders at each AGM and will do so at the AGM to be
held on 15 June 2023. In the case of Ms Kidgell, given she was appointed since the last AGM in 2022, she will be submitting herself for
election by shareholders at the 2023 AGM in accordance with the Company’s articles of association.
3
Effective as Chair from November 2018.
7 October 2021
7 October 2021
3 May 2018
30 July 2015
1 July 2019
17 September 2018
Greg Smith
David Baynes
Heejae Chae
Elaine Sullivan
Dr Caroline Brown
Sir Douglas Flint
1
Effective dates of service contracts of the
Executive Directors
Effective dates of letters of appointment of the
Non-executive Directors
1 August 2019
18 January 2023
Aedhmar Hynes
Anita Kidgell
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OUR GOVERNANCE
.
BUSINESS OVERVIEW
ANNUAL REMUNERATION STATEMENT
.
Adherence to Corporate Governance Code principles
When considering the proposed operation of the Remuneration Policy for the forthcoming year, the Committee took into
consideration the following principles set out in the 2018 Corporate Governance Code.
Clarity
The Company seeks to provide full transparency to shareholders on the operation of the Remuneration Policy, including
prospective disclosure of our NAV target range under the AIS.
The Committee encourages frequent and open dialogue on Executive Director remuneration with shareholders and, during
the triennial review process, undertook significant consultation with advisors, shareholders, proxy advisers and other
stakeholders to optimise the proposed approach.
Simplicity
Our ongoing remuneration arrangements for Executive Directors, including the AIS, are simple in nature and well understood
by participants and shareholders and other stakeholders, including our employees.
Our Restricted Share Plan is a simple and effective long-term incentive structure, and directly aligns the interests of long-
term shareholders with the management team.
Incentive arrangements are cascaded down through the Group and provide alignment and overall simplicity in our
approach to remuneration. All employees participate in the AIS (with additional components based on team and/or
individual objectives for non-director employees), and the RSP is extended to senior managerial levels and roles which are
expected to have a material financial impact on the Group’s outcomes.
The Committee continuously reviews and challenges the Group’s wider remuneration arrangements and will continue to do
so in order to ensure that this principle continues to be appropriately met.
Risk
Under each of the AIS, LTIP and RSP, discretion may be applied where formulaic outturns are not considered reflective of
overall business or individual performance or for any other reason considered appropriate by the Committee.
Deferral of a proportion of AIS awards, the LTIP and RSP holding periods and our higher than usual minimum shareholding
requirement (including a two-year post-cessation shareholding requirement) provide a strong link to the ongoing
performance of the business and the experience of our shareholders.
Malus and clawback provisions apply to AIS, LTIP and RSP awards.
Predictability
Our Remuneration Policy contains details of the maximum opportunities and pre-determined target ranges under our AIS
and RSP, with actual outcomes dependent on performance achieved against these targets.
Proportionality
We operate a performance-based philosophy with a focus on the long term.
Our performance measures and target ranges under the AIS and RSP, including the use of NAV, are selected based on their
alignment to Company strategy and shareholder experience.
The Committee’s ability to apply discretion ensures appropriate out-turns in the context of long-term Company
performance.
The focus on the long term within our remuneration approach, including the delivery of a significant proportion of our
incentives in the form of Company shares and the use of a long-term carried interest scheme for non-director employees,
provides significant alignment between employees’ and Executive Directors’ remuneration outcomes and long-term
Company performance.
Alignment to
culture
All employees are entitled to participate in the pension scheme and the SAYE scheme. Executive Director participation in
these schemes is on the same terms as for other employees.
Strong individual and Company performance is incentivised and recognised through our AIS and, for our more senior
employees, the RSP (and previously the LTIP).
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.
ANNUAL REMUNERATION STATEMENT
.
External advisors
The Remuneration Committee is authorised, if it wishes, to seek independent specialist services to provide information and advice on remuneration at the
Company’s expense, including attendance at Committee meetings.
During the year, the Remuneration Committee continued its review of Executive remuneration and took into consideration independent professional advice
from Deloitte LLP in respect of the development of the Group’s Remuneration Policy and its application, and reporting under the Directors’ Remuneration
Reporting Regulations.
Deloitte is a founding member of the Remuneration Consultants Group and adheres to its Code in relation to Executive remuneration consulting in the UK.
The lead engagement partner has no other connection with the Company or individual Directors. Fees paid to Deloitte LLP in connection with advice to the
Committee in 2022 were £60,335.
Statement of shareholder voting
The table below sets out the proxy results of the votes on resolutions in respect of Directors’ remuneration at the 2022 AGM.
Votes for
Votes against
Number
% of
votes cast
Number
% of
votes cast
Total votes
cast
Votes
withheld
Remuneration Policy (2022 AGM)
654,265,665
80.67%
156,765,453
19.33%
820,514,461
9,483,343
2022 Remuneration Report (2022 AGM)
763,846,946
93.10%
56,606,501
6.90%
820,514,461
61,014
Approve the rules of the IP Group plc Share Plan (2022 AGM)
649,730,269
79.19%
170,742,022
20.81%
820,514,461
42,170
The Remuneration Committee was pleased to note that the significant majority of shareholders voted in favour of the remuneration-related resolutions
at the 2022 AGM. However, in recognition of the votes against the Remuneration Policy and IP Group plc Share Plan rules the Committee re-engaged with
shareholders to solicit any further feedback. As the Committee had already completed an extensive consultation, this additional consultation process did not
result in any substantive additional feedback from shareholders. However, in determining the 2022 RSP grant level following approval of the rules at the 2022
AGM, the Committee carefully considered both feedback from shareholders and the changes in the macro-economic environment through the first part of
the year. The decision to scale back the RSP award levels was, in part, in recognition and response to the shareholder voting out-turn.
Remuneration disclosure
This report complies with the requirements of the Large and Medium-sized Companies and Groups Regulations 2008 as amended in 2013, the provisions of
the UK Corporate Governance Code (July 2018) and the Listing Rules.
On behalf of the Board
Heejae Chae
Chair of the Remuneration Committee
7 March 2023
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BUSINESS OVERVIEW
ANNUAL REMUNERATION STATEMENT
.
Committee
membership
The Audit and Risk
Committee currently
comprises the following
independent Non-
executive Directors
whose backgrounds and
experience are summarised
on pages 109 to 112:
Dr Caroline Brown
(Chair)
Aedhmar Hynes
Dr Elaine Sullivan
Heejae Chae
Anita Kidgell
Report contents
Principal responsibilities
Key activities in the year
Q&A with Chair
Procedural and
governance matters
Key accounting
judgements and other
priority items reviewed
by the Committee
Key activities in the year
The key areas of focus for the Committee
in 2022 and early 2023 included:
Key areas of accounting judgement
and disclosure items were considered
in detail, including: (i) valuation of
unquoted investments at half-year
and year-end reporting; and (ii) IFRS10
treatment of the US platform and
Istesso Limited
Considerations around additional debt
funding secured by the Group in the
year and the appropriate accounting
treatment and disclosures relating to
the debt funding
Reviewing the Government’s response
to its consultation on audit and
corporate governance reform
Reviewing a draft Audit & Assurance
policy for internal use
During the year the Committee
received three internal audit reviews
performed by the Group’s outsourced
internal audit function and continues
to monitor implementation of
agreed improvements
The Committee monitored procedures
for the prevention of bribery and
fraud. It reviewed new and updated
policies, including the operation
of the speaking-up policy, and
exceptions to regular key risk indicator
(“KRI”) monitoring
Principal responsibilities
Monitor the integrity of the financial statements of the Group including
its annual and half-yearly reports, and other formal announcements
relating to its financial performance with consideration being given to
any significant financial reporting judgements contained within them
Review and report to the Board on significant financial reporting issues
and judgements contained in the financial statements
Advise the Board on whether it believes the Annual Report and
Accounts, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess the
Group’s performance, business model and strategy
Review and monitor the Group’s risk management system and carry
out a review of its effectiveness and approve the statements included
in the Annual Report concerning risk management
Ensure that a robust assessment of the principal risks facing the Group
has been undertaken
Assessing the Group’s on-going viability
Recommend the appointment and remuneration of the external
auditor, assess audit effectiveness and monitor provision of
non-audit services
Assess the content of the external auditor’s independence report in
providing both audit and non-audit services
Review the remit, planned scope of activities, performance and
effectiveness of the outsourced internal audit function
Monitor the Group’s systems and controls for the prevention of bribery
and fraud
Review the adequacy and security of the Group’s arrangements for its
employees to speak up and raise concerns
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AUDIT AND RISK COMMITTEE REPORT
.
What was the Committee’s approach in
gaining comfort over the valuation increase
recorded on First Light Fusion Limited’s
achievement of fusion?
Through the latter part of 2021, the Committee were
monitoring progress at First Light Fusion, as updates
from our representative on the company’s board,
Robert Trezona, indicated an increasing level of
confidence around achievement of a world-first
fusion result in the near term. It was clear that the
fusion event would represent a key milestone and
significant valuation inflection point for the company,
and that despite a funding round having been
completed in January 2022, an immediate valuation
reassessment would be required on confirmation of
a fusion achievement. We therefore requested third-
party valuation advisors Kroll carry out a valuation
engagement on the company ahead of the potential
fusion result. Critical input into this work was provided
by Robert Trezona, whose unique insight was invaluable.
We also carried out a Board site visit to the company
in Oxford, with our external auditor in attendance, to
receive a detailed update on the company’s plans
from its CEO Nick Hawker. Following extensive discussion
at the Valuation Committee and Audit and Risk
Committee, an appropriate point on valuation range
provided by Kroll was selected. Given the wide valuation
range inherent in valuing this world-first achievement,
the Committee also concluded it was appropriate to
disclose the valuation range provided by Kroll.
How does the decision to complete the debt
placement in the year impact the Group’s
risk profile?
The Board has considered that a key risk to the business
is the Group’s access to capital to support its ambitious
investment plans to back its portfolio companies over
the long term. Increasingly the Group’s business model
has moved to be self-sustaining with realisations
contributing significantly to ongoing capital needs and,
therefore, the ability to invest in the portfolio.
Given the macroeconomic environment volatility in
the year with downward pressure being seen in public
market valuations of growth companies, the likelihood
of achieving the Group’s desired realisations decreased.
In this context, the additional debt provides increased
flexibility to support portfolio companies and make
new investments and ultimately reduces the risk that
the Group cannot fund its capital investment plans. The
Committee reviewed the details of the debt placement,
its commercial terms and covenants and concluded
that the total debt remained within the Board’s risk
appetite, that the covenants were acceptable and
not overly restrictive and that the debt placement
represented value for money.
How do the proposed UK governance reforms
outlined in BEIS’ Response Statement to its
March 2021 consultation affect the Group and
how is the Group preparing?
One of the most significant changes for the Group
flagged in the government’s reforms will be the
implementation of a new internal controls regime, which
will require increased formalisation of existing processes.
We await the FRC’s consultation and conclusion on the
exact requirements of the new framework but in the
meantime have undertaken a programme of activities
that will enable a smooth transition to the new regime.
For example, at the Committee’s request, management
have undertaken a maturity assessment of the Group’s
internal controls framework and a scoping exercise
alongside our risk assurance advisors and outsourced
internal auditors. The Committee has reviewed a draft
Audit & Assurance Policy for the Group and considered
the merits of formalising and reporting on this policy in
the future as a best practice measure. The Group does
not meet the tests for mandatory corporate reporting
changes and the Committee will continue to review its
approach as both practice and guidance develops.
We continue to review announcements from the
Government and the FRC and will continue to respond to
any relevant consultations which impact the Group.
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164
AUDIT AND RISK COMMITTEE REPORT
.
Q&A WITH CHAIR
Read about
Board and
Committee attendance
on
page 123
Read our
Director biographies
on
pages 109 to 112
Procedural and governance matters
The Group’s Chief Financial & Operating Officer, Company
Secretary, Finance Director, outsourced Head of Internal
Audit and the external auditor are invited to attend each
Committee meeting, at which they present reports and
provide analysis on key areas of significance to the
Committee in relation to audit and risk matters
At the request of the Committee, the Group’s Chair and CEO
also attended each Committee meeting
Meetings cover regular agenda items on audit, risk and
internal controls, compliance and policies. Additional
matters are considered as required and other members
of management are invited to attend for specific subjects
where required
In preparation for each Committee meeting, I meet privately
with management, the external auditor and the outsourced
Head of Internal Audit
At the end of the annual audit process the Committee
meets with the external auditor without any members of the
executive management team being present
As part of the annual evaluation of risk management and
internal controls the Committee as a whole also met with
the Head of the outsourced Internal Audit function without
management being present
I continued to attend meetings of the Group’s Valuation
Committee as a member, which provides both an element
of independence to the Committee and provides me with a
detailed understanding of the conclusions reached on the
portfolio company valuations. The Valuation Committee met
three times in 2022 and once in early 2023 to review HY22 and
FY22 reporting
The Committee met six times in 2022
Following her appointment as non-executive director on 18
January 2023 the Committee welcomed Anita Kidgell as a
member
In relation to governance considerations:
The Committee comprises four independent Non-executive
Directors. All members are considered to be appropriately
experienced to fulfil their role and allow the Committee to
perform its duties effectively
I am deemed by the Board to have recent and relevant
financial experience, being a Fellow of the Chartered Institute
of Management Accountants, having held senior executive
financial positions and current audit and risk committee
experience
The Board is satisfied that for the year under review, and
thereafter, the Group’s Audit and Risk Committee, as a whole,
has competence relevant to the sector in which the Group
operates
The Committee assessed its performance in 2022 through
externally facilitated interviews with Committee members,
members of management and the external auditor and
the observation of a Committee meeting by a third-party
specialist evaluation firm
The Committee undertook an evaluation of the external
auditor’s performance in 2021, which included input from the
Finance Director, CFOO and wider finance team. Through this
process minor areas for improvement were identified and
agreed with the auditor who was deemed to have met the
Committee’s expectation in the year.
The Committee undertook an assessment of the outsourced
internal audit function in 2022, which included input
from the individual members of the Group’s Risk Council,
Non-executive Directors and all those members of
management who had interacted with the Internal Auditor
in the year. The assessment considered the internal audit
function’s understanding of the Group’s business risks, their
subject matter expertise, professionalism and effectiveness
in improving the Group’s operations via recommendations
that are appropriate for the size, nature and scale of the
business. The Committee concluded that the internal auditor
performance had met expectations and that the outsourced
internal audit model remained appropriate for the Group
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OUR GOVERNANCE
.
AUDIT AND RISK COMMITTEE REPORT
.
Read about
our portfolio
on
pages 23 to 37
Read about our
detailed
disclosures of valuation
inputs and sensitivities
in note 13
on
pages 213
to 220
The Committee continues to review its terms of reference at
least annually and will propose updates where necessary or
appropriate to reflect current market practice
Key accounting judgements
Valuation of unquoted equity and debt investments:
The valuation of unquoted investments remains the most
material area of judgement in the financial statements and
is a key audit risk for the Group. At each reporting date the
Committee receives updates from the Valuation Committee and
from the external auditor regarding the approach that has been
taken in assessing and auditing, respectively, the key estimates
and judgments in respect of portfolio valuations. Significant
time at Committee meetings is assigned to discuss portfolio
valuations, which has allowed the Committee to debate and
challenge the approach taken. The Group continued to apply its
valuation policy consistently across investments at the year end
which included consideration of the macro-environment and
relevant industry metrics where available.
As in previous years, the Committee has paid significant
attention to the valuation of the Group’s holdings in unquoted
investments, which have not completed a funding round within
the last twelve months, assets which have seen significant
positive or negative developments in the year and assets with
active financings or sale processes on or after the measurement
date. The Group saw the majority of its portfolio transactions
in the year take place at flat or increased valuations. However,
in response to increased valuation uncertainty resulting from
challenging capital market conditions in 2022, we chose to make
more extensive use of third-party valuations specialists, with
external valuation reports being commissioned on ten of our
larger investments (2021: five). This increases the independence
of our process and incorporates how other market participants
are approaching valuations for year-end reporting.
The key value drivers within the Group’s portfolio in the year
included a decrease in value of the Group’s listed portfolio
(£428.5m), valuation increases for First Light Fusion Limited
(£57.3m) following the company’s achievement of nuclear
fusion and Oxbotica Limited (£45.4m) following the completion
of a private fundraise, together with valuation decreases for
Import.IO (£10.4m) and SaltPay (£8.1m). These factors mean the
unquoted portfolio now makes up a larger proportion of the
portfolio as a whole and has, therefore, increased the overall
subjectiveness of the FY 2022 valuations.
The Valuation Committee assists in the formalisation and
documentation of management’s valuation judgements in line
with the Group’s accounting policies and industry valuation
guidance from IPEV. The Valuation Committee is chaired by
the CFOO, its members are the Group CEO and myself. Also in
attendance were the Managing Partners of the Technology and
Life Sciences investment partnerships, Finance Director and
external auditor. During the year, the Committee considered
the Valuation Committee’s terms of reference and composition
and discussed whether an external valuation expert would
provide meaningful additional scrutiny and challenge to the
valuation process. The Committee concluded that it was
satisfied with the current level of scrutiny and challenge at the
Valuation Committee, by the ARC and the external auditors. The
Committee agreed to review the composition of the Valuation
Committee in a year’s time.
The Valuation Committee met three times in 2022 and once in
early 2023 to review management’s valuations for the half-year
and full-year results reporting. The 2023 Valuation Committee
meeting included a review of valuation disclosures including
the IFRS 13 requirements around the disclosure of quantitative
valuation inputs and sensitivity disclosures. The Committee
agreed that, given greater emphasis placed on revenue
multiples for certain companies during 2022, disclosure of inputs
and sensitivities for this valuation method was now appropriate.
For other valuation methods, the Valuation Committee
concluded that quantitative unobservable inputs were below
a size threshold which would warrant disclosure under IFRS
13, paragraph 93(d). Additionally, the Valuation Committee
concluded that because of the large number of inputs used in
the valuation of assets valued on ‘other methods’, any range
of reasonably possible alternative assumptions does not
significantly impact the fair value and hence does not require
disclosure. See further details in note 13 on page 213.
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AUDIT AND RISK COMMITTEE REPORT
.
Read about the
application of IFRS 10 in
relation to IPG Cayman
LP in note 2 (ii)
on
page 197
Read about our
application of IFRS 10
in relation to Istesso
Limited in note 2 (ii)
on
page 197
Application of the consolidation requirements
of IFRS 10 in respect of IPG Cayman LP and
Istesso Limited:
The Group’s US portfolio is held via a limited partnership fund,
IPG Cayman LP, which was set up in 2018 to facilitate third-party
investment into this portfolio. The fund is managed by IP Group,
Inc, formerly the Group’s US operating subsidiary which employs
the US management team. In November 2021, the Group disposed
of its equity in IPG Cayman LP’s fund manager, IP Group Inc,
and was deemed to no longer control the fund manager of
the fund and was therefore deconsolidated from the Group’s
accounts from that date. While this remains an area of significant
judgement, there have been no changes in 2022 which would
lead us to revise the Group’s conclusion on this matter.
In respect of Istesso Limited, although the Group has a 56.4%
undiluted economic interest in the company, the Group holds a
significant proportion of its equity via non-voting shares resulting
in it holding less than 50% of the voting rights at the company.
Additionally, the Group does not control the board of Istesso
Limited via a majority of board directors and has no mechanism
whereby it can do so. In 2022 the Group made a further £10m
convertible loan which does not have any substantive rights
in relation to control. The Committee reviewed and discussed
management’s detailed assessment and conclusion that
the Group does not control Istesso Limited under IFRS 10 at its
meetings in July 2022 and February 2023.
Review of Annual Report and Accounts and
Half-yearly Report
The Committee carried out a thorough review of the Group’s
Annual Report and Accounts and its Half-yearly Report for 2022
resulting in the recommendation of both for approval by the
Board. In carrying out its review, the Committee gave particular
consideration to whether the Annual Report, taken as a whole,
was fair, balanced and understandable, concluding that it was.
It did this primarily through consideration of the reporting of
the Group’s performance, business model and strategy, the
competitive landscape in which it operates, the significant risks
it faces, the progress made against its strategic objectives and
Members
Attendees
Chief Executive
Officer
Greg Smith
Managing Director
Tech Investment Partnership
Mark Reilly
Finance Director
Chris Glasson
Chief Financial and
Operating Officer
David Baynes
(Chair)
Managing Director
Life Sciences Investment
Partnership
Sam Williams
External Audit Partner
Jonathan Martin
Non-executive
Director and ARC
Chair
Dr Caroline Brown
Valuation Committee recommends reporting date
valuations to the Audit and Risk Committee
Valuation Committee review and challenge of the
recommendations, request further reviews or
third-party support be utilised
Valuation assessments and recommendations shared with
Committee, including relevant supporting evidence
Group finance team prepare valuations with input from:
Investment
Directors
External valuation
specialists
Market data
sources
The Valuation Committee
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AUDIT AND RISK COMMITTEE REPORT
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Read the
controls
statements in the
Corporate Governance
Statement
on
pages 126 to 127
Read about our
APMs in note 29
on
pages 245 to 247
Read about the
Group’s emerging risks
on
page 88
the progress made by, and changes in fair value of, its portfolio
companies during the year.
During the year, the Committee considered the application of IFRS
10, segmental reporting, long-term viability, deferred tax liability
and going concern disclosures and reviewed a summary of
controls reliance obtained in the year and related internal control
disclosures made within the Corporate Governance Report and
the use of Alternative Performance Measures (“APMs”).
Going concern and long-term viability review
On an annual basis the Committee reviews and approves
the long-term viability review prepared by management and
satisfies itself that the going concern basis for the preparation of
the Group’s results remains appropriate.
The Committee reviewed management reports setting out its
view of the Group’s long-term viability including a description of
the factors considered in forming an assessment of the Group’s
prospects. The long-term viability review was based on the
Group’s three-year strategic plan, including forecast investment,
realisations, overheads, financing cashflows and dividends. The
Committee discussed the potential extension of the period to
five years in future reporting periods and agreed that a three-
year time horizon remained appropriate.
Management’s assessment included severe and intermediate
stress-test scenarios where adverse impacts across the
Group’s principal risks relating to insufficient capital, insufficient
investment returns and macroeconomic conditions were
considered as part of the review. Under the severe scenario, a
70% reduction in realisations and a 40% decline in portfolio fair
values were considered together with a series of mitigating
actions, which resulted in the Group remaining viable over the
three-year horizon and ensured continued compliance with
debt covenants. The Committee agreed to recommend the
Viability statement to the Board for approval.
Risk and internal controls
The key elements of the Group’s internal control framework and
procedures are set out on pages 85 to 88. The principal risks the
Group faces are set out on pages 89 to 97. During the year, the
Committee devoted part of each meeting to items concerning
risk and its management.
An important element of the Group’s risk management
framework is the Risk Council whose purpose is to co-ordinate
the governance, risk and controls at IP Group prior to reporting
to the Committee and Board. Its permanent members are
the CFOO, Company Secretary and Finance Director, with
other executives and management from across the business
attending during the year as necessary. The Risk Council met
five times during the year and reported to the Committee at
each meeting.
During 2022, the Committee reviewed management’s updated
assessment of strategic and principal risks and risk appetite
statements prepared using input from an executive management
workshop and took part in a Board risk workshop to conduct the
Group’s robust assessment of its principal risks, risk appetite and
desired control investment. The Committee reviewed output
from the Risk Council summarising key themes arising from
the operational risk reviews and the Group’s updated strategic
and principal risk profiles. The Committee also considered the
Group’s emerging risks and paid special attention to economic
uncertainty, access to talent and diversity and climate change.
The Committee also reviewed the output of testing of all key
controls in place to mitigate the Group’s principal risks. This review
included all material financial, operational and compliance
controls. PwC, on behalf of management, assessed the control
design and operating effectiveness of these key controls
over principal risks using the COSO framework principles. No
significant failings or weaknesses were identified and an overall
improvement on prior year results was noted, specifically the
results showed that cyber controls now meet the Board’s desired
level of control investment having been identified as requiring
improvement in 2021. However, control deficiencies were identified
and recommendations for improvement were agreed with
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Read about our
response to increasing
cyber threats
on
page 96
management. Implementation of the remedial actions was
reviewed by the Risk Council and reported to the Committee and
all actions were completed at the time of reporting.
The Committee was pleased to review reports from the Risk
Council outlining actions being taken by management to
maintain and enhance the control environment in the year
noting in particula
r updated key risk indicator metrics post
implementation of the Group’s updated strategy in the year, the
implementation of a cyber compliance monitoring programme,
more regular engagement with control owners across the
business and a full refresh of the Group’s Risk and Controls
Matrix (‘RACM’) resulting in a 20% increase in the number of key
controls tested.
The Committee received regular updates from management
on the progress of UK audit and governance reforms and
specifically reviewed BEIS’s Response Statement following its
consultation on reforms aimed at restoring trust in audit and
corporate governance and a timetable from management
on the key areas of significance to the Group arising from the
Response Statement. Additionally, while the Group will not
be required to publish the Audit & Assurance Policy (‘AAP’)
expected to be made mandatory via legislation for certain
public interest entities as part of a suite of corporate reporting
reforms, the Committee reviewed a draft illustrative AAP
prepared by management, which will be updated when final
guidance on its contents is available to allow the Committee to
consider whether to formally adopt such a policy and make it
available publicly.
The Committee’s review of risk management systems in place
includes an assessment of performance of the Risk Council
against agreed objectives and monitoring of key risk indicators
against
pre-agreed thresholds determined in response to the
Board’s annual assessment of the Group’s principal risks and
risk appetite.
Cyber security
The Board continues to consider cyber threats as a principal
risk to the business with an overall “high” risk rating. During the
year the Committee has been provided with regular updates
on management actions to complete the implementation of
internal audit recommendations following the cyber maturity
assessment in 2020 and to improve IT security. The Committee
reviewed the Group’s training for and implementation of cyber
incident response plans adopted in late 2021 these included
feedback from three simulations undertaken by management
during the year, including two that were externally facilitated. The
Group continued to deploy additional, regular and interactive
cyber threat training sessions and employed additional team
resource in response to the continued and increasing threats
posed by external threat actors in relation to this risk.
Compliance
Ensuring compliance for regulated businesses remains a priority
from the perspective of the Committee and regular update
are provided to the Committee by the Group’s subsidiary
compliance officers and international equivalents. Ongoing
internal reviews are conducted through the use of a compliance
monitoring programme and specialist advisory firms and local
advisors are employed to advise on areas of regulation relevant
to the Group’s operations where required.
The Committee reviewed and recommended the approval
of a new internal Conflicts of Interest policy, which formalises
the conflict management work already being undertaken at
Group-level on investment and divestment committee decision
making and also reviewed existing Group policies on anti-
bribery and corruption, speaking-up, related party transactions
and modern slavery. The Committee reviewed the summary
findings of procedures in place which review the nature of gifts
and hospitality received and provided in the year to identify any
instances of corruption and bribery and management carried
out an enhanced fraud risk assessment and determined that
there was a low risk of fraud occurring undetected. We recognise
this as an area of importance and will seek to increase the level
of testing performed in relation to fraud in the future.
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Internal audit
2022 was the fourth year that the Group operated an outsourced
internal audit function, delivered by PwC. The internal audit
function designed a plan of work having considered the Group’s
principal, strategic and operational risks, which the Committee
approved. The internal audit function delivered three internal
control reviews which were focused on (i) business continuity
via a cyber-attack simulation; (ii) key financial controls focusing
on the financial close and reporting process; and (iii) a follow-
up review which reviewed all high and medium risk actions
identified in the ten reviews completed since 2019 to provide
comfort that the completed remediations remained in place.
The Committee values the work of the internal auditor in
providing independent and objective assurance in meeting its
corporate governance and regulatory responsibilities.
The Committee considered the effectiveness of the internal
audit function by reviewing the outcomes of their reports
and recommendations, management’s implementation of
recommendations and closure of the audits, access to experts,
the annual strategy document and a management assessment
of quality in the year. The Committee concluded that the internal
audit function had performed satisfactorily in the year and
recommended the continued use of an outsourced internal
audit function.
External audit
The Committee discussed the auditor’s plan for the 2022
year-end audit at its November and December meetings. This
included a summary of the proposed audit scope and the
auditor’s assessment of the most significant financial reporting
risks facing the Group, together with the auditor’s proposed
audit approach to these significant risk areas. The main areas
of audit focus for the year were the valuation of the Group’s top
20 unquoted investments, those unquoted investments with a
funding round from over twelve months ago given the level of
judgement required and the ability of one or a combination of
these valuations to materially impact the financial statements
and management override of control. Other areas of audit
focus are the valuation of unquoted investments with a funding
round within twelve months, recoverability of investments in
subsidiaries, valuation of quoted investments, valuation of
limited and limited liability partnership interests, borrowings
and application of IFRS 10. The auditor recognised the increased
likelihood of significant risks emerging throughout the audit
cycle due to the current geopolitical uncertainty and while
no additional risks were identified the team reviewed whether
any changes to the audit plan were required throughout the
engagement. As in previous years a number of the Group’s
small trading subsidiaries will be audited by Moore Northern
Home Counties Limited, which has worked well in previous
years and facilitates an accelerated audit timetable for these
subsidiary audits.
Appointment and independence
The Committee advises the Board on the appointment of the
external auditor and on its remuneration both for audit and
non-audit work and discusses the nature, scope and results
of the audit with the external auditor. The Committee keeps
under review the cost-effectiveness and the independence and
objectivity of the external auditor. Controls in place includes
monitoring the independence and effectiveness of the audit,
implementing a policy on the engagement of the external
auditor to supply non-audit services, and a review of the scope
of the audit and fee and performance of the external auditor.
Mandatory audit firm rotation is required after 20 years, and
a re-tender must be conducted at least every ten years. The
Code requires disclosure of the length of tenure of the current
audit firm and when a tender was last conducted, as well
as advance notice of any re-tendering plans. KPMG LLP have
acted as the auditor to the Group since 2014 and the lead
audit partner rotates every five years to assure independence.
Jonathan Martin became lead audit partner responsible for
the Group’s statutory audit for the 2019 year end onwards and
the Committee has benefited from Jonathan Martin’s extensive
valuation expertise and continues to believe he is a suitable
audit partner for the Group.
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The 2022 audit was the ninth year of KPMG audit. The Committee
last undertook a comprehensive tender process in 2014 for the
audit in relation to the year ended 31 December 2014 and is now
planning a re-tender process, which is expected to conclude
in 2023.
Non-audit work
The Group has a policy for setting out what non-audit services
can be procured by the Group from the external auditor. The
policy aims to support and safeguard the objectivity and
independence of the external auditor and incorporates the
requirements of the FRC’s revised Ethical Standards for auditors.
As such, any proposed engagements not closely related to
KPMG’s role as the Group’s external auditor will not be approved.
The policy details the nature of the services that the external
auditor may not undertake and specifies the non-audit services,
unless pre-approved, are subject to prior approval from either
the CFOO, the Committee Chair or the Committee depending on
the level of fees for the proposed engagement. The policy states
that the overall fee for non-audit services should not exceed
70% of the average audit fee over the prior three-year period. An
analysis of audit and non-audit fees paid to KPMG is provided in
note 6 to the financial statements on page 205. In 2022, the only
non-audit service provided by KPMG in the year was the review
of the Group’s half-yearly results.
The Committee prefers to engage other firms to perform
consulting engagements to ensure that the independence of
the auditor is not compromised and during 2022 engaged the
services of PwC (internal audit, risk and governance), Deloitte
(valuations) and Kroll (valuations).
Auditor independence
KPMG have reviewed its own independence in line with the FRC’s
Ethical Standards for auditors and its own ethical guideline
standards. KPMG has confirmed to the Committee that following
its review it is satisfied that it has acted in accordance with
relevant regulatory and professional requirements. KPMG
has provided the Committee with details of the safeguards
in place which include a culture of regular training, internal
accountability and independent reviews performed by
an engagement quality control reviewer, who is a partner
not otherwise involved in the Group’s audit, and an annual
attestation from all KPMG partners and staff to confirm their
compliance with internal ethics and independence policies
and procedures including in particular that the audit team
have no prohibited shareholdings which include IP Group
plc and portfolio company shares. Having considered the
aforementioned safeguards, the level of non-audit services
provided in the year and a formal statement of independence
the Audit and Risk Committee are satisfied that the
independence of the auditor has been maintained.
Auditor effectiveness
In order to assess the effectiveness of the external audit
process, the Committee asked management to produce a
memo summarising the outcome of the 2021 audit process, and
highlighting potential areas for future improvement, which were
agreed between management and the auditor, and discussed
by the Committee. These results were reviewed in conjunction
with KPMG’s reports to the Committee.
The Committee concurred with management’s view that there
had been appropriate focus and challenge of the primary
areas of audit risk and the Committee concluded that the
substantive and detailed approach taken by the auditor was
entirely appropriate and effective. As in the previous year, the
vast majority of the Group’s assets by value were reviewed as
part of the audit, and once again there was particular emphasis
on the valuation of unquoted investments. I was able to see
first-hand how the auditor challenged management on their
assumptions used when determining the valuation of certain
unquoted portfolio company valuations at each Valuation
Committee meeting. KPMG utilised specialist corporate
finance staff to support its audit work on Istesso Limited and,
overall, the auditor’s risk-based approach drew on both their
knowledge of the business and the wider economic and
business environment.
Dr Caroline Brown
Chair of the Audit and Risk Committee
7 March 2023
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AUDIT AND RISK COMMITTEE REPORT
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Report of the Directors
The Directors present their report together with the audited
financial statements for IP Group plc and its subsidiaries for the
year ended 31 December 2022.
Corporate Governance Statement
Information that fulfils the requirements of the Corporate
Governance Statement can be found in the Corporate
Governance Statement on pages 114 to 128 and is incorporated
into this Directors’ Report by reference.
Results and dividends
During the period, the Group made an overall loss after taxation
for the year ended 31 December 2022 of £344.5 million
(2021: £449.3m profit). The Board recommends a final dividend
for the year ended 31 December 2022 of 0.76p per share (2021:
0.72p) to be taken to the 2023 Annual General Meeting. No scrip
dividend alternative will be offered in respect of this dividend.
Directors
The names of Directors who currently hold office or did so during
2022 are as follows:
Executive Directors
Greg Smith
David Baynes
Non-executive Directors
Sir Douglas Flint (Chairman)
Dr Caroline Brown
Heejae Chae
Aedhmar Hynes
Anita Kidgell
Dr Elaine Sullivan
Details of the interests of the Directors in the share capital of the
Company are set out in the Directors’ Remuneration Report on
page 155.
Principal risks and uncertainties and financial
instruments
The Group is exposed to a number of risks through its operations,
where risk mitigation is most notably focused on ensuring
continued capabilities to support portfolio companies. The
Group’s risk management objectives and policies are described
on pages 85 to 86 and in the Corporate Governance Report on
pages 126 to 127. Further information on the Group’s financial risk
management objectives and policies, including those in relation
to credit risk, liquidity risk and market risk, is provided in note
3 to the consolidated financial statements, along with further
information on the Group’s use of financial instruments.
Significant events affecting the Group
Details of the important events affecting the Group and future
development of the business are described on pages 16 to 17 of
the Strategic Report.
Branches of the Group outside of the UK
The Group has branches in Australia and Hong Kong.
Significant agreements
The Group has entered into various agreements to form
partnerships or collaborations with nine universities in
Australasia, which contain certain change of control provisions.
In addition, the Group entered into a Note Purchase Agreement
in relation to the private placement debt (as described on page
42) on 2 August 2022. This agreement contains certain provisions
which must be complied with around change of control to
prevent default.
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Share capital and related matters
Details of the structure of the Company’s share capital and the
rights attaching to the Company’s shares are set out in note
one to the consolidated financial statements. There are no
specific restrictions on the size of a holding or on the transfer
of shares, which are both governed by the general provisions
of the Company’s Articles of Association (the “Articles”) and
prevailing legislation.
At the last Annual General Meeting (“AGM”) of the Company held
on 14 June 2022 (the “2022 AGM”), authority was given to the
Directors pursuant to the relevant provisions of the Companies
Act 2006 (the “CA 2006”) to allot shares and grant rights over
securities in the Company up to a maximum amount equivalent
to approximately one-third of the issued ordinary share capital
on 06 May 2022 at any time up to the earlier of the conclusion
of the next AGM of the Company and 14 September 2023. In
addition, at the 2022 AGM, the Directors were also given authority
effective for the same period as the aforementioned authority
to allot shares and grant rights over securities in the Company
up to a maximum of approximately two-thirds of the total
ordinary share capital in issue on 06 May 2022 in connection
with an offer by way of a fully pre-emptive rights issue. The
Directors propose to renew both authorities at the Company’s
next AGM to be held on 15 June 2023 (“2023 AGM”). The authorities
being sought are in accordance with guidance issued by the
Investment Association.
A further special resolution passed at the 2022 AGM granted
authority to the Directors to allot equity securities in the
Company for cash, without regard to the pre-emption provisions
of the CA 2006, both: (i) up to a maximum of approximately 5%
of the aggregate nominal value of the shares in issue on 06
May 2022; and (ii) up to a further maximum of approximately
5% of the aggregate nominal value of the shares in issue on 06
May 2022 in connection with financing an acquisition or other
applicable capital investment, each authority exercisable at
any time up to the earlier of the conclusion of the next AGM of
the Company and 14 September 2023. The Directors will seek
to renew these authorities for a similar period at the 2023 AGM,
although they intend to increase the limits of such authorities
to 10% respectively in accordance with the revised Statement
of Principles which were published by the Pre-Emption Group in
November 2022.
At the 2021 AGM, authority was also given to the Directors to offer
the holders of shares of the Company, to the extent and in the
manner determined by the Directors, the right to elect to receive
new shares (credited as fully paid) instead of cash and to allot
new shares pursuant to such offer, in respect of any dividend
as may be declared by the Directors from time to time. This
authority will remain in place for the period ending on the date
of the AGM to be held in 2024, except that the Directors shall be
entitled to make an offer pursuant to this authority, which would
or might require shares to be allotted after such time and the
Company may allot such shares as if this authority had not
expired. This authority was extended at the 2022 AGM to enable
the use of existing treasury shares, as well as newly issued
shares, for the Company’s scrip dividend scheme.
Under Part 18, Chapter 5 of the CA 2006, the Company has
the power to purchase its own shares. At the 2022 AGM, a
special resolution was passed, which granted the Directors
authority to make market purchases of the Company’s shares
pursuant to these provisions of the CA 2006 up to a maximum
of approximately 10% of the Company’s issued share capital on
06 May 2022 provided that the authority granted set a minimum
and maximum price at which purchases can be made and is
exercisable at any time up to the earlier of the conclusion of
the next AGM and 14 September 2023. This authority has been
utilised during the year in connection with the Group’s share
buyback programme. The Directors will seek to renew this
authority within similar parameters and for a similar period at
the 2023 AGM.
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Articles of Association
The Company’s Articles may be amended by a special resolution
of the shareholders and were last amended at the 2021 AGM.
Substantial shareholders
As at 31 December 2022, the following shareholder held interests
of 3% or more in its ordinary share capital. Other than as shown,
so far as the Company (and its Directors) are aware, no other
person held or was beneficially interested in a disclosable
interest in the Company.
Shareholder
%
RPMI Railpen
15.69
Baillie Gifford
5.05
BlackRock
5.05
Liontrust
4.97
Vanguard Group
4.31
Schroder Investment Management
3.81
Legal & General Investment Management
3.04
As at 28 February 2023, the Company has been advised of the
following shareholders with interests of 3% or more in its ordinary
share capital. Other than as shown, so far as the Company (and
its Directors) are aware, no other person holds or is beneficially
interested in a disclosable interest in the Company.
Shareholder
%
RPMI Railpen
15.70
BlackRock
5.08
Liontrust
4.84
Baillie Gifford
4.48
Vanguard Group
4.43
Schroder Investment Management
3.82
Legal & General Investment Management
3.09
Corporate and social responsibility
Details of the Group’s policies, activities and aims with regard
to its corporate and social responsibilities, including details of
its greenhouse gas emissions, are included in the meaningful
impact section on pages 46 to 71, in the Corporate Governance
Statement on pages 114 to 128 and in the s172(1) Statement on
pages 99 to 108.
Directors’ indemnity and liability insurance
During the year, the Company has maintained liability insurance
in respect of its Directors. Subject to the provisions of the CA
2006, the Articles provide that, to the extent that the proceeds of
any liability insurance are insufficient to meet any liability in full,
every Director is entitled to be indemnified out of the funds of
the Company against any liabilities incurred in the execution or
discharge of his or her powers or duties. A copy of the indemnity
is available for inspection as required by the CA 2006.
Regulation
Top Technology Ventures Limited and Parkwalk Advisors Ltd,
wholly-owned subsidiaries of the Company are authorised and
regulated by the Financial Conduct Authority under the Financial
Services and Markets Act 2000. In Australia, the Group’s wholly-
owned subsidiary IP2IPO Australia Management Pty Limited
is authorised and regulated by the Australian Securities and
Investment Commission.
Post balance sheet events
Material events occurring since the balance sheet date are
disclosed in the Strategic Report (see page 03) and in note 30 to
the Group’s financial statements.
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Political expenditure
It is the Board’s policy not to incur political expenditure or
otherwise make cash contributions to political parties and
there is no intention of changing that policy. However, the CA
2006 is very broadly drafted in this area and the Board has
raised a concern that it may include activities such as funding
conferences or supporting certain bodies involved in policy
review and law reform. Accordingly, at the 2022 AGM and as at
previous AGMs, the shareholders supported a resolution on a
precautionary basis to authorise the Group to incur political
expenditure (as defined in Section 365 of the CA 2006) not
exceeding £50,000 in total at any time from the date of the
2022 AGM up to the conclusion of the 2023 AGM. The Board
intends to seek renewed authority for the Group to incur political
expenditure of not more than £50,000 in total at the Company’s
2023 AGM, which the Group might otherwise be prohibited from
making or incurring under the terms of the CA 2006.
Political donations
The Group did not make any political donations during 2022.
Disclosure of information to auditor
Each of the persons who is a Director at the date of approval of
this Annual Report confirms that:
so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware
the Director has taken all 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 auditor is aware of that information
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the CA 2006.
Going concern
The Directors confirm that they have a reasonable expectation
that the Group will have adequate resources to continue in
operational existence for at least the next twelve months from
the date of the accounts and, accordingly, they continue to
adopt the going concern basis in preparing the financial
statements. A viability statement, as required by the Code, can
be found in the Strategic Report on page 98.
Appointment of auditor
A resolution to reappoint KPMG LLP, together with a resolution to
authorise the Directors to determine their remuneration, will be
proposed at the 2023 AGM.
On behalf of the Board
Angela Leach
Company Secretary
7 March 2023
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DIRECTORS’ REPORT
.
The directors are responsible for preparing the Annual
Report and the Group and parent Company financial
statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare Group and
parent Company financial statements for each financial year.
Under that law they are required to prepare the Group financial
statements in accordance with UK-adopted international
accounting standards and applicable law and have elected
to prepare the parent Company financial statements in
accordance with UK accounting standards and applicable law,
including FRS 101 Reduced Disclosure Framework.
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 Group and parent Company
and of the Group’s profit or loss for that period. In preparing
each of the Group and parent Company financial statements,
the directors are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable,
relevant, reliable and prudent;
for the Group financial statements, state whether they have
been prepared in accordance with UK-adopted international
accounting standards;
for the parent Company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the parent Company financial statements;
assess the Group and parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern; and
use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the parent Company and
enable them to ensure that its financial statements comply
with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the financial statements will form part of the annual
financial report prepared using the single electronic reporting
format under the TD ESEF Regulation. The auditor’s report on
these financial statements provides no assurance over the
ESEF format.
STRATEGIC REPORT
OUR FINANCIALS
176
IP GROUP PLC ANNUAL REPORT 2022
OUR GOVERNANCE
.
BUSINESS OVERVIEW
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
.
IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the
consolidation taken as a whole; and
the strategic report includes a fair review of the development
and performance of the business and the position of the
issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Neither the Company nor the Directors accepts any liability to
any person in relation to the Annual Report except to the extent
that such liability could arise under English law. Accordingly,
any liability to a person who has demonstrated reliance on any
untrue or misleading statement or omission shall be determined
in accordance with section 90A and schedule 10A of the
Financial Services and Markets Act 2000.
On behalf of the Board
Sir Douglas Flint
Chairman
7 March 2023
STRATEGIC REPORT
OUR FINANCIALS
177
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR GOVERNANCE
.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
.
IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
1
.
Our opinion is unmodified
We have audited the financial statements of IP Group plc (“the Group”)
for the year ended 31 December 2022 which comprise the consolidated
statement of comprehensive income, the consolidated statement
of financial position, the consolidated statement of cash flows, the
consolidated statement of changes in equity, the company balance
sheet, the company statement of changes in equity, and the related notes,
including the accounting policies in note 1.
In our opinion:
the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 31 December 2022 and
of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
the Parent Company financial statements have been properly prepared
in accordance with UK accounting standards, including FRS 101 Reduced
Disclosure Framework; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the Audit and Risk Committee.
We were first appointed as auditor by the shareholders on 13 May 2014. The
period of total uninterrupted engagement is for the nine financial years
ended 31 December 2022. We have fulfilled our ethical responsibilities under,
and we remain independent of the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public
interest entities. No non-audit services prohibited by that standard were
provided.
Overview
Materiality
: group
financial statements
as a whole
£12.5m (2021: £15.5m)
0.8% (2021: 0.8%) of total assets
Coverage
99% (2021: 100%) of total assets
Key audit matters
vs 2021
Recurring risks
Valuation of certain unquoted equity and debt
investments (Group)
Recoverability of investments in and loans to
subsidiary undertakings (Parent Company)
Event driven
New
: Application of IFRS 10 in respect of Istesso
Limited (Group)
2
.
Key audit matters: our assessment of risks of
material misstatement
Key audit matters are those matters that, in our professional judgement,
were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including those which had the
greatest effect on: the overall audit strategy; the allocation of resources in
the audit; and directing the efforts of the engagement team. We summarise
below the key audit matters, in decreasing order of audit significance, in
arriving at our audit opinion above, together with our key audit procedures
to address those matters and our findings from those procedures in order
that the Group’s members, as a body, may better understand the process
by which we arrived at our audit opinion. These matters were addressed,
and our findings are based on procedures undertaken, in the context of, and
solely for the purpose of, our audit of the financial statements as a whole,
and in forming our opinion thereon, and consequently are incidental to that
opinion, and we do not provide a separate opinion on these matters.
STRATEGIC REPORT
OUR GOVERNANCE
178
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
The risk
Our response
Valuation
of certain
unquoted
equity and debt
investments
For a sample of investments, selected using a combination of specific
item and statistical sampling, the procedures we performed included
the following.
Investments valued using a recent funding round:
Our sector experience:
We evaluated the independence of the funding round on which this
valuation is based (e.g. presence of new external investors).
We challenged the directors and the investment team on the key
judgements affecting investment valuations, such as events since
the last funding round and probability of achieving milestone events.
We inspected board reports and market research on the
investments to corroborate that the development of the investment
is in line with the change in the valuation over the period since the
last funding round.
We inquired with the directors as to whether any events have
occurred after the balance sheet date which would have a material
impact on the investment valuations.
We applied heightened scrutiny to investments where further
funding is required within the first six months of the next financial
year and assessed their progress against the milestones included in
the most recent funding round.
Investments valued using an “other” valuation method:
Tests of detail:
We agreed key inputs back to independent support, such as
signed license agreements, signed legal documentation and
management information.
Our sector experience:
We challenged the assumptions included in the valuation based
on market data where possible, such as historic incidence of the
development of similar investments in the portfolio and the plans of
investee companies.
We assessed the impact of funding rounds in the post balance
sheet period.
Refer to
page 163
for
Audit and Risk
Committee Report
and
page 189
for
accounting policy
and financial
disclosures
£817.9 million
2021: £648.6 million
Subjective Valuation
Included within this key audit matter are unquoted
investments that have a high degree of estimation
uncertainty, and other high-value unquoted
investments. The degree of risk has increased
slightly due to macro-economic conditions.
In the prior year all unquoted investments were
included within our key audit matter. In the current
year the risk excludes investments not in the “Top
20” holdings that are valued based on a funding
round less than twelve months before the balance
sheet date. We continue to perform work on those
assets, but have not included these in the key audit
matter in the current year as these investments are
not considered to have a high degree of estimation
uncertainty or otherwise have a significant impact
on the performance of the audit due to the recency
of the latest funding round.
Unquoted investments that have a high degree of
estimation uncertainty are those valued through
a recent funding that occurred more than twelve
months before the balance sheet date, or through
‘other’ valuation methods.
Where recent funding rounds are used, whether
it remains appropriate to use the price of that
recent funding round depends on the specific
circumstances of the investment, including whether
the funding round included new external investors,
the length of time since the funding round and the
developments in the investment in the period since
the funding round when compared to the wider
market, competitors and expected performance in
the period.
There are a number of assumptions made by
the directors when using alternative valuation
STRATEGIC REPORT
OUR GOVERNANCE
179
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
The risk
Our response
Independent reperformance and sensitivity analysis:
We re-performed the calculation of fair value and assessed the
effect of changing one or more inputs to identify reasonably
possible alternative valuation assumptions.
Assessing valuer credentials:
We assessed the expertise and experience of the Group’s third party
valuation experts used in the corroboration of directors’ valuation
and challenged the appropriateness of the methods used.
Assessing transparency:
We considered the appropriateness of the disclosures in respect of
unquoted investments’ valuation techniques used, the classification
in the fair value hierarchy as well as the additional disclosure on the
sensitivities considered.
We performed the tests above rather than seeking to rely on any of the
Group’s controls because the nature of the balance is such that we
would expect to obtain audit evidence primarily through the detailed
procedures described.
Our findings
: We found the resulting valuations in relation to the
unquoted financial investments to be mildly cautious (2021 finding:
mildly cautious).
methods such as discounted cash flows, including
the probability of achieving milestones, and
the discount rate used. These assumptions are
subjective and may not reflect an arms-length fair
value transaction.
The effect of these matters is that, as part of our risk
assessment, we determined that the valuation of
certain unquoted investments have a high degree
of estimation uncertainty, with a potential range of
reasonable outcomes greater than our materiality
for the financial statements as a whole, and possibly
many times that amount. The financial statements
(note 13) disclose the sensitivity estimated by the
Group.
Other high-value unquoted investments are
investments within the “Top 20” holdings that are
valued based on funding rounds that occurred
within twelve months of the balance sheet date.
These valuations are included within the risk
due to the prominence given to them within the
directors’ disclosures. These are determined to
have a lower degree of estimation uncertainty as
it is less likely there have been events within the
market that significantly increase or decrease the
value concluded upon since their respective recent
funding rounds.
STRATEGIC REPORT
OUR GOVERNANCE
180
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
The risk
Our response
Application
of IFRS 10 in
respect of
Istesso Limited
Our procedures included:
Accounting analysis:
We inspected the articles of association for Istesso Limited to
understand the voting rights of the entity.
We evaluated the independence of the other shareholders of
Istesso Limited from the Group through inspecting evidence of their
identities and relationships with the Group.
We inspected the terms of the new convertible loan to determine
whether it provides the Group with any substantive rights.
We challenged whether the Group has de facto control with
reference to the size of the Group’s holding of voting rights relative
to the size and dispersion of the holdings of other vote holders and
historic voting patterns of vote holders.
Assessing transparency:
We considered the appropriateness of the disclosures related to
the application of IFRS 10 in respect of Istesso Limited.
We performed the tests above rather than seeking to rely on any of the
Group’s controls because the nature of the judgement is such that we
would expect to obtain audit evidence primarily through the detailed
procedures described.
Our findings
: In determining the application of IFRS 10 in respect of
Istesso Limited there is room for judgement and we found that within
that, the group’s judgement gave slightly more weight to arguments
favouring the conclusion that Istesso Limited is not required to be
consolidated (2021 finding: the group’s judgement gave slightly more
weight to arguments favouring the conclusion that Istesso Limited is
not required to be consolidated).
Significant accounting judgement
In determining whether an entity is classified
as a subsidiary and is therefore required to be
consolidated under the principles of IFRS 10, the
directors assess whether the Group has control over
the entity.
In respect of Istesso Limited, the directors have
concluded that the Group does not control this
entity. This is because, although the Group has 56.4%
of the undiluted economic interest in the entity, it
only holds 45.3% of the voting rights at the company
and does not control the Board.
However there is significant judgement involved
in the application of IFRS 10 in respect of Istesso
Limited. Given that the Group holds close to 50%
of the voting rights at the company, it must be
determined whether the Group has de facto control
under the principles of IFRS 10. Moreover, a further
15.8% of the voting rights are held by the Group’s
representative on the Istesso Board, so it must be
determined whether this holding is independent of
the Group’s holding.
During the year, the Group has provided a £10m
convertible loan to Istesso Limited. Given this
change in circumstances, the application of IFRS
10 in respect of this entity has been an area of
increased focus in the current year audit.
Refer to
page 163
for
Audit and Risk
Committee Report
and
page 189
for
accounting policy
and financial
disclosures
STRATEGIC REPORT
OUR GOVERNANCE
181
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
The risk
Our response
Recoverability
of investment
in and loans
to subsidiary
undertakings
(Parent
Company)
Our procedures included:
Test of detail:
We compared the carrying amount of 100% of investments in and
loans to subsidiaries with the relevant subsidiary’s draft balance
sheet to identify whether their net assets, being an approximation
of their minimum recoverable amount, were in excess of their
carrying amount and assessed whether those subsidiaries
have historically been profit-making therefore supporting the
recoverability of the debt owed.
Assessing transparency:
We considered the appropriateness, in accordance with relevant
accounting standards, of the disclosures related to the Parent
Company’s investment in subsidiaries.
We performed the tests above rather than seeking to rely on any of the
Parent Company’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our findings
: We found the recoverability of the Parent Company’s
investment in and loans to subsidiary undertakings to be balanced
(2021 finding: balanced).
Low risk, High value
The carrying amount of the Parent Company’s
investments in subsidiaries and loans to subsidiaries
represents 99% (2021: 99%) of the Parent Company’s
total assets. Their recoverability is not at a high risk
of significant misstatement or subject to significant
judgement. However, due to their materiality in the
context of the Parent Company financial statements,
this is considered to be the area that had the
greatest effect on our overall Parent Company audit.
Refer to
page 189
for
accounting
policy and
financial
disclosures
£928.2 million
2021: £899.8 million
STRATEGIC REPORT
OUR GOVERNANCE
182
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
3
.
Our application of materiality and an
overview of the scope of our audit
Materiality for the Group financial statements as a whole
was set at £12.5m (2021: £15.5m), determined with reference
to a benchmark of Group total assets, of which it represents
0.8% (2021: 0.8%).
Materiality for the Parent Company financial statements as a
whole was set at £7.2m (2021: £7.2m), determined with reference
to a benchmark of Parent Company total assets, of which it
represents 0.8% (2021: 0.8%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a
lower threshold, performance materiality, so as to reduce
to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the financial statements as a whole.
Performance materiality was set at 75% (2021: 75%) of materiality
for the financial statements as a whole, which equates to £9.4m
(2021: £11.6m) for the Group and £5.4m (2021: £5.4m) for the Parent
Company. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £0.6m
(2021: £0.8m), in addition to other identified misstatements that
warranted reporting on qualitative grounds.
The scope of the audit work performed was fully substantive
as we did not rely upon the Group’s internal control over
financial reporting.
The Group team performed the audit of the Group as if it was
a single aggregated set of financial information. The audit was
performed using the materiality and performance materiality
levels set out above.
Total Assets
£1,557.8m
2021: £1,879.3m
Group materiality
£12.5m
2021: £15.5m
Total Assets
Group materiality
£12.5m
Whole financial statements
materiality
2021: £15.5m
£9.4m
Whole financial statements
performance materiality
2021: £11.6m
£0.6m
Misstatements reported to
the Audit and Risk Committee
2021: £0.8m
STRATEGIC REPORT
OUR GOVERNANCE
183
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
4
.
The impact of climate change on our audit
In planning our audit we have considered the potential impacts of climate
change on the Group’s business and its financial statements.
Climate change impacts the Group principally through the valuation of
investments and through potential reputational risk associated with the
Group’s strategy. The Group’s exposure to climate change is primarily
through the investee companies, as the key valuation assumptions and
estimates could be impacted by climate risks, for example where a new low
carbon technology is more likely to attract greater investment, this is most
apparent in the Cleantech investments.
As part of our audit we have made enquiries of directors to understand
the extent of the potential impact of climate change risk on the Group’s
financial statements and the Group’s preparedness. We have performed
a risk assessment of how the impact of climate change may affect the
financial statements and our audit, in particular over the valuation of
unquoted investments and the related key audit matter on page 179.
Given the nature of the current investment portfolio, the valuation methods
and investing strategy of the Group, we consider that climate risks do not
have a significant effect on our key audit matters.
We have read the disclosure of climate related information in the front
half of the annual report and considered consistency with the financial
statements and our audit knowledge.
5
.
Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Group or the Parent Company or
to cease their operations, and as they have concluded that the Group’s and
the Parent Company’s financial position means that this is realistic. They
have also concluded that there are no material uncertainties that could
have cast significant doubt over their ability to continue as a going concern
for at least a year from the date of approval of the financial statements
(“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic
environment to identify the inherent risks to its business model and
analysed how those risks might affect the Group’s and Parent Company’s
financial resources or ability to continue operations over the going concern
period. The risks that we considered most likely to adversely affect the
Group’s and Parent Company’s available financial resources and metrics
relevant to debt covenants over this period were:
Significant additional funding being made into current and future
investee companies;
Reduction in realisations over the period including from listed
investments.
We considered whether these risks could plausibly affect the liquidity
or covenant compliance in the going concern period by comparing
severe, but plausible downside scenarios that could arise from these
risks individually and collectively against the level of available financial
resources and covenants indicated by the Group’s financial forecasts.
We considered whether the going concern disclosure in note 1 to the
financial statements gives a full and accurate description of the Directors’
assessment of going concern.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
we have not identified, and concur with the directors’ assessment that
there is not, a material uncertainty related to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s or
Parent Company’s ability to continue as a going concern for the going
concern period;
we have nothing material to add or draw attention to in relation to the
directors’ statement in note 1 to the financial statements on the use of the
going concern basis of accounting with no material uncertainties that
may cast significant doubt over the Group and Parent Company’s use of
that basis for the going concern period, and we found the going concern
disclosure in note 1 to be acceptable; and
the related statement under the Listing Rules set out on page 176 is
materially consistent with the financial statements and our audit
knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above
conclusions are not a guarantee that the Group or the Parent Company will
continue in operation.
STRATEGIC REPORT
OUR GOVERNANCE
184
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
6
.
Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we
assessed events or conditions that could indicate an incentive or pressure
to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
enquiring of the Audit and Risk Committee and the directors as to
the Group’s high-level policies and procedures to prevent and detect
fraud as well as enquiring whether they have knowledge of any actual,
suspected or alleged fraud;
reading minutes of meetings of those charged with governance;
assessing the segregation of duties in place between the investment
management team, the finance function and the directors;
holding discussions with fraud specialists to challenge our risk
assessment conclusions on fraud risks.
We communicated identified fraud risks throughout the audit team and
remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account our overall
knowledge of the control environment, we performed procedures to
address the risk of management override of controls, in particular the risk
that management may be in a position to make inappropriate accounting
entries and the risk of bias in accounting estimates and judgements
such as valuation of certain unquoted equity and debt investments and
application of IFRS 10.
We performed procedures including identifying journal entries to test
based on risk criteria and comparing the identified entries to supporting
documentation. These included those posted by senior finance
management, those posted to unusual accounts and those where the
description for the entry included the word “fraud”.
On this audit we do not believe there is a fraud risk related to revenue
recognition because revenue streams are simple in nature with respect
to accounting policy choice, and are easily verifiable to external data
sources or agreements with little or no requirement for estimation
from management.
We did not identify any additional fraud risks.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be
expected to have a material effect on the financial statements from our
general commercial and sector experience and through discussion with
those charged with governance (as required by auditing standards),
and discussed with the directors the policies and procedures regarding
compliance with laws and regulations.
As certain entities within the Group are regulated, our assessment of risks
involved gaining an understanding of the control environment including the
entity’s procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team
and remained alert to any indications of non-compliance throughout
the audit.
The potential effect of these laws and regulations on the financial
statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the
financial statements including financial reporting legislation (including
related companies legislation), distributable profits legislation and taxation
legislation including the Substantial Shareholding Exemption (“SSE”) and we
assessed the extent of compliance with these laws and regulations as part
of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where
the consequences of non-compliance could have a material effect on
amounts or disclosures in the financial statements, for instance through the
imposition of fines or litigation. We identified the following areas as those
most likely to have such an effect: liquidity and certain aspects of company
legislation recognising the nature of the Group’s activities. Auditing
standards limit the required audit procedures to identify non-compliance
with these laws and regulations to enquiry of the directors and other
management and inspection of regulatory and legal correspondence, if
any. Therefore if a breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect that breach.
STRATEGIC REPORT
OUR GOVERNANCE
185
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable
risk that we may not have detected some material misstatements in
the financial statements, even though we have properly planned and
performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards would
identify it.
In addition, as with any audit, there remained a higher risk of non-
detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our
audit procedures are designed to detect material misstatement. We are
not responsible for preventing non-compliance or fraud and cannot be
expected to detect non-compliance with all laws and regulations.
7
.
We have nothing to report on the other information in
the Annual Report
The directors are responsible for the other information presented in the
Annual Report together with the financial statements. Our opinion on the
financial statements does not cover the other information and, accordingly,
we do not express an audit opinion or, except as explicitly stated below, any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the financial statements
or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the strategic report
and the directors’ report;
in our opinion the information given in those reports for the financial year
is consistent with the financial statements; and
in our opinion those reports have been prepared in accordance with the
Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
the directors’ confirmation within the viability statement on page 98
that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its
business model, future performance, solvency and liquidity;
the Risk and internal controls disclosures on page 85 describing these
risks and how emerging risks are identified, and explaining how they are
being managed and mitigated; and
the directors’ explanation in the viability statement of how they have
assessed the prospects of the Group, over what period they have done
so and why they considered that period to be appropriate, and their
statement as to whether they have a reasonable expectation that
the Group 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 are also required to review the viability statement, set out on page 98
under the Listing Rules. Based on the above procedures, we have concluded
that the above disclosures are materially consistent with the financial
statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the absence of anything to report on these
statements is not a guarantee as to the Group’s and Parent Company’s
longer-term viability.
STRATEGIC REPORT
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and our
audit knowledge:
the directors’ statement that they consider that the annual report
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance, business
model and strategy;
the section of the annual report describing the work of the Audit
Committee, including the significant issues that the audit committee
considered in relation to the financial statements, and how these issues
were addressed; and
the section of the annual report that describes the review of
the effectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified by the Listing Rules for our review. We have
nothing to report in this respect.
8
.
We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our
opinion:
adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
the Parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not
made; or
we have not received all the information and explanations we require for
our audit.
We have nothing to report in these respects.
STRATEGIC REPORT
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187
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
9
.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on pages 176 to 177, the
directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such internal
control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether
due to fraud or error; assessing the Group and Parent 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
they either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report.
Reasonable assurance is a high level of assurance, but does not guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Group is required to include these financial statements in an annual
financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. This auditor’s report provides no
assurance over whether the annual financial report has been prepared in
accordance with that format.
10
.
The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Group’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and
the terms of our engagement by the Group. Our audit work has been
undertaken so that we might state to the Group’s members those matters
we are required to state to them in an auditor’s report, and the further
matters we are required to state to them in accordance with the terms
agreed with the company, and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the Group and the Group’s members, as a body, for our audit
work, for this report, or for the opinions we have formed.
Jonathan Martin (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
7 March 2023
STRATEGIC REPORT
OUR GOVERNANCE
188
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
INDEPENDENT AUDITOR’S REPORT
.
TO THE MEMBERS OF IP GROUP PLC
Note
2022
£m
2021
£m
Portfolio return and revenue
Change in fair value of equity and debt investments
13
(303.4)
415.9
(Loss)/gain on disposal of equity and debt investments
15
(7.8)
81.5
Change in fair value of LP interests
14
2.1
1.8
Loss on deconsolidation and disposal of subsidiary
22
(3.8)
Revenue from services and other income
4
7.1
13.6
(302.0)
508.9
Administrative expenses
Carried interest plan charge
24
(12.0)
(17.2)
Share-based payment charge
23
(2.9)
(2.6)
Other administrative expenses
8
(27.4)
(33.2)
(42.3)
(53.0)
Operating (loss)/profit
7
(344.3)
456.0
Finance income
2.2
0.4
Finance costs
(1.4)
(1.8)
(Loss)/profit before taxation
(343.5)
454.6
Taxation
10
(1.0)
(5.3)
(Loss)/profit for the year
(344.5)
449.3
Other comprehensive income
Exchange differences on translating foreign operations
0.5
0.3
Total comprehensive (loss)/profit for the year
(344.0)
449.6
Attributable to:
Equity holders of the parent
(341.5)
448.5
Non-controlling interest
(2.5)
1.1
(344.0)
449.6
(Loss)/profit per share
Basic (p)
11
(33.01)
42.33
Diluted (p)
11
(33.01)
41.68
The accompanying notes form an integral
part of the financial statements.
STRATEGIC REPORT
OUR GOVERNANCE
189
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
.
FOR THE YEAR ENDED 31 DECEMBER 2022
Note
2022
£m
2021
£m
ASSETS
Non-current assets
Goodwill
0.4
0.4
Property, plant and equipment
0.4
0.3
Portfolio:
Equity investments
13
1,120.8
1,391.8
Debt investments
13
38.1
22.8
Limited and limited liability partnership interests
14
99.6
92.9
Receivable on sale of debt and equity investments
15,17
6.9
31.3
Total non-current assets
1,266.2
1,539.5
Current assets
Trade and other receivables
16
8.8
6.9
Receivable on sale of debt and equity investments
15,17
41.3
11.0
Deposits
3
152.8
216.2
Cash and cash equivalents
3
88.7
105.7
Total current assets
291.6
339.8
Total assets
1,557.8
1,879.3
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Called up share capital
21
21.3
21.3
Share premium account
102.5
102.4
Retained earnings
1,257.9
1,617.5
Total equity attributable to equity holders
1,381.7
1,741.2
Non-controlling interest
(5.6)
(3.1)
Total equity
1,376.1
1,738.1
Current liabilities
Trade and other payables
18
16.9
18.7
Borrowings
19
6.3
15.4
Total current liabilities
23.2
34.1
Non-current liabilities
Borrowings
19
75.1
36.4
Carried interest plan liability
24
44.1
33.1
Deferred tax liability
10
6.8
5.8
Loans from limited partners of consolidated funds
19
19.5
18.7
Revenue share liability
20
13.0
13.1
Total non-current liabilities
158.5
107.1
Total liabilities
181.7
141.2
Total equity and liabilities
1,557.8
1,879.3
Registered number: 4204490
The accompanying notes form an integral
part of the financial statements. The financial
statements on pages 189 to 192 were approved by
the Board of Directors and authorised for issue on
7 March 2023 and were signed on its behalf by:
Greg Smith
Chief Executive Officer
David Baynes
Chief Financial Officer
STRATEGIC REPORT
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
.
AS AT 31 DECEMBER 2022
Note
2022
£m
2021
£m
Operating activities
(Loss)/profit before taxation for the period
(343.5)
454.6
Adjusted for:
Change in fair value of equity and debt investments
13
303.4
(415.9)
Change in fair value of limited and limited liability partnership interests
14
(2.1)
(1.8)
Loss/(gain) on disposal of equity investments
15
7.8
(81.5)
Loss on deconsolidation of subsidiary
22
3.8
Depreciation of right of use asset, property, plant and equipment
0.6
1.6
Long term incentive carry scheme charge
24
12.0
17.2
Corporate finance fees settled in the form of portfolio company equity
(0.5)
(0.5)
Finance income
(2.2)
(0.4)
Finance costs
1.4
1.8
Share-based payment charge
23
2.9
2.6
Changes in working capital
Carried interest scheme payments
24
(1.0)
(3.4)
(Increase) in trade and other receivables
16
(0.5)
(3.0)
(Decrease)/increase in trade and other payables
18
(2.8)
8.8
Drawdowns from limited partners of consolidated funds
0.8
27.7
Other operating cash flows
Net interest received/(paid)
0.2
(1.5)
Net cash (outflow)/inflow from operating activities
(23.5)
10.0
Investing activities
Purchase of property, plant and equipment
(0.3)
(0.2)
Purchase of equity and debt investments
13
(88.9)
(103.7)
Investment in limited and limited liability partnership funds
14
(4.6)
(3.0)
Distribution from limited partnership funds
14
0.5
Cash flow to deposits
(208.7)
(230.5)
Cash flow from deposits
272.1
156.9
Cash disposed via deconsolidation of subsidiary
22
(7.1)
Proceeds from sale of equity and debt investments
15
28.1
213.4
Net cash (outflow)/inflow from investing activities
(2.3)
26.3
Financing activities
Dividends paid
28
(12.3)
(15.0)
Repurchase of own shares – treasury shares
21
(8.0)
(27.2)
Lease principal payment
(0.5)
(0.7)
Repayment of EIB facility
19
(29.8)
(15.4)
Drawdown of loan facility (net of costs)
19
59.4
Net cash inflow/(outflow) from financing activities
8.8
(58.3)
Net decrease in cash and cash equivalents
(17.0)
(22.0)
Cash and cash equivalents at the beginning of the year
105.7
127.6
Effect of foreign exchange rate changes
0.1
Cash and cash equivalents at the end of the year
88.7
105.7
The accompanying notes form an integral
part of the financial statements.
STRATEGIC REPORT
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191
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
CONSOLIDATED STATEMENT OF CASH FLOWS
.
FOR THE YEAR ENDED 31 DECEMBER 2022
Attributable to equity holders of the parent
Share
capital
Share
premium
1
£m
Retained
earnings
2
£m
Total
£m
Non-
controlling
interest
3
£m
Total
equity
£m
At 1 January 2021
21.3
101.6
1,208.5
1,331.4
0.5
1,331.9
Profit for the year
448.2
448.2
1.1
449.3
Deconsolidation of subsidiary
4
0.9
0.9
(4.7)
(3.8)
Issue of shares
5
0.8
0.8
0.8
Purchase of treasury shares
6
(27.2)
(27.2)
(27.2)
Equity-settled share-based payments
2.6
2.6
2.6
Ordinary dividends
7
(15.8)
(15.8)
(15.8)
Currency translation
8
0.3
0.3
0.3
At 1 January 2022
21.3
102.4
1,617.5
1,741.2
(3.1)
1,738.1
Loss for the year
(342.0)
(342.0)
(2.5)
(344.5)
Issue of shares
5
0.1
0.1
0.1
Purchase of treasury shares
6
(8.0)
(8.0)
(8.0)
Equity-settled share-based payments
2.9
2.9
2.9
Ordinary dividends
7
(12.7)
(12.7)
(12.7)
Currency translation
8
(0.2)
(0.2)
(0.2)
At 31 December 2022
21.3
102.5
1,257.9
1,381.7
(5.6)
1,376.1
1
Share premium – Amount subscribed for share
capital in excess of nominal value, net of directly
attributable issue costs.
2
Retained earnings – Cumulative net gains and
losses recognised in the consolidated statement of
comprehensive income net of associated share-
based payments credits.
3
Non-controlling interest – Share of profits
attributable to the Limited Partners of IP Venture
Fund II LP.
4
Deconsolidation of subsidiary – during
the financial year 2021 IPG Cayman LP was
deconsolidated, resulting in the disposal of NCI
and the recycling of £0.9m currency translation
reserve through the Income Statement. See note
22.
5
Issue of shares – Share premium in connection
with the Interim Scrip Dividend, the Group has
received valid elections from shareholders
resulting in a requirement to issue new ordinary
shares of 2p each (“New Shares”).
6
Purchase of treasury shares – Reflects the issue of
7,429,494 ordinary shares, with an aggregate value
of £8.0m, these were purchased by the Company
during the year and are held in treasury. Total
value including costs was £8.0m. (2021: 22,279,127
shares purchased for total value of £27.0m, total
including costs of £27.2m). These shares were
purchased for the £35m share buyback. This also
includes movement in treasury shares related to
DBSP and employee SAYE schemes.
7
Ordinary dividends – Of the £12.7m dividends paid
in 2022, £12.3m was settled in cash and £0.4m was
settled via the issue of equity under the Group’s
scrip programme (2021: £15.8m, £15.0m, £0.8m).
485,569 new shares were issued in respect of the
scrip dividend (2021: 679,553 shares issued).
8
Currency translation – Reflects currency
translation differences on reserves non-GBP
functional currency subsidiaries. Exchange
differences on translating foreign operations are
presented before tax.
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192
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
.
FOR THE YEAR ENDED 31 DECEMBER 2022
1
.
Basis of preparation
A) Basis of preparation
The Annual Report and Accounts of IP Group plc (“IP Group”
or the “Company”) and its subsidiary companies (together,
the “Group”) are for the year ended 31 December 2022. The
principal accounting policies adopted in the preparation of the
financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise
stated. The Group financial statements have been prepared
and approved by the directors in accordance with international
accounting standards in accordance with UK–adopted
international accounting standards (“UK–adopted IFRS”).
The preparation of financial statements in compliance with IFRS
requires the use of certain critical accounting estimates. It also
requires Group management to exercise judgement in the most
appropriate selection of the Group’s accounting policies. The
areas where significant judgements and estimates have been
made in preparing the financial statements and their effect are
disclosed in note 2.
Going concern
The financial statements are prepared on a going concern
basis. The directors have completed a detailed financial forecast
alongside severe but plausible scenario–based downside
stress–testing, including the impact of declining portfolio values
and a reduced ability to generate portfolio realisations.
At the balance sheet date, the Group had cash and deposits
of £241.5m, providing liquidity for at least two years’ operating
expenses, portfolio investment and debt repayments at recent
levels. Furthermore, the Group has a portfolio of investments
valued at over £1.26bn, which is anticipated to provide further
liquidity over the forecast period. Accordingly, our forecasting
indicates that the Group has adequate resources to enable
it to meet its obligations including its debt covenants and to
continue in operational existence for at least the next twelve
months from the approval date of the accounts. For further
details see the Group’s viability statement on page 98.
Changes in accounting policies
(i) New standards, interpretations and amendments effective
from 1 January 2022
No new standards, interpretations and amendments effective
in the year have had a material effect on the Group’s financial
statements.
(ii) New standards, interpretations and amendments not yet
effective
No new standards, interpretations and amendments not yet
effective are expected to have a material effect on the Group’s
future financial statements.
(B) Basis of consolidation
IFRS 10 Investment Entity Exemption
IFRS 10 defines an investment entity as one which:
a.
Obtains funds from one or more investors for the purpose
of providing those investors with investment management
services
b.
Commits to its investors that its business purpose is to invest
funds solely for returns from capital appreciation, investment
income or both
c.
Measures and evaluates the performance of substantially all
of its investments on a fair value basis
We believe that IP Group plc does not meet this definition of an
investment entity with the key factors behind this conclusion
being:
the absence of specific exit strategies for early–stage assets
(indicating condition (b) above is not satisfied)
the ability to hold investments indefinitely (indicating
condition (b) above is not satisfied)
the flexibility to explore the direct commercialisation of
intellectual property within the Group if that is determined
to be the most attractive means of generating value for
shareholders. (indicating condition (a) above is not satisfied)
STRATEGIC REPORT
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
1
.
Basis of preparation
continued
Accordingly, we have applied IFRS 10 consolidation principles for
each group of entities as follows:
(i) Subsidiaries
Where the Group has control over an entity, it is classified as a
subsidiary. Typically, the Group owns a non–controlling interest
in its portfolio companies; however, in certain circumstances,
the Group takes a controlling interest and hence categorises
the portfolio company as a subsidiary. As per IFRS 10, an entity is
classed as under the control of the Group when all three of the
following elements are present: power over the entity; exposure
to variable returns from the entity; and the ability of the Group to
use its power to affect those variable returns.
In situations where the Company has the practical ability to
direct the relevant activities of the investee without holding the
majority of the voting rights, it is considered that de facto control
exists. In determining whether de facto control exists the Group
considers the relevant facts and circumstances, including:
The size of the Company’s voting rights relative to both the
size and dispersion of other parties who hold voting rights;
Substantive potential voting rights held by the Company and
by other parties;
Other contractual arrangements; and
Historic patterns in voting attendance.
In assessing the IFRS 10 control criteria in respect of the Group’s
private portfolio companies, direction of the relevant activities
of the company is usually considered to be exercised by the
company’s board, therefore the key control consideration is
whether the Group currently has a majority of board seats on a
given company’s board, or is able to obtain a majority of board
seats via the exercise of its voting rights. Control is reassessed
whenever facts and circumstances indicate that there may be a
change in any of these elements of control.
The consolidated financial statements present the results of
the Company and its subsidiaries as if they formed a single
entity. Intercompany transactions and balances between Group
companies are therefore eliminated in full. The consolidated
financial statements incorporate the results of business
combinations using the acquisition method. In the statement of
financial position, the acquiree’s identifiable assets and liabilities
are initially recognised at their fair values at the acquisition
date. Contingent liabilities dependent on the disposed value
of an associated investment are only recognised when the
fair value is above the associated threshold. The results of
acquired operations are included in the consolidated statement
of comprehensive income from the date on which control is
obtained. They are consolidated until the date on which control
ceases.
(ii) Associates/portfolio companies
The majority of the Group’s portfolio companies are deemed to
be Associates, as the Group has significant influence (generally
accompanied by a shareholding of between 20% and 50% of
the voting rights) but not control. A small number of the Group’s
portfolio companies are controlled and hence consolidated, as
per section (i) above.
As permitted under IAS 28, the Group elects to hold investments
in Associates at fair value through profit and loss in accordance
with IFRS 9. This treatment is specified by IAS 28 Investment in
Associates and Joint Ventures, which permits investments held
by a venture capital organisation or similar entity to be excluded
from its measurement methodology requirements where those
investments are designated, upon initial recognition, as at fair
value through profit or loss and accounted for in accordance
with IFRS 9 Financial Instruments. Therefore, no associates are
presented on the consolidated statement of financial position.
Changes in fair value of associates are recognised in profit or
loss in the period of the change. The Group has no interests in
Associates through which it carries on its operating business.
STRATEGIC REPORT
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
1
.
Basis of preparation
continued
The disclosures required by Section 409 of the Companies Act
2006 for associated undertakings are included in note 13 of the
Company financial statements. Similarly, those investments
which may not have qualified as an Associate but fall within the
wider scope of significant holdings and so are subject to Section
409 disclosure acts are also included in note 11 of the Company
financial statements.
(iii) Limited Partnerships and Limited Liability
Partnerships (“Limited Partnerships”)
a) Consolidated Limited Partnership fund holdings
The Group has a holding in the following Limited Partnership
fund, which it determines that it controls and hence consolidates
on a line by line basis:
Name
Interest
in Limited
partnership
%
IP Venture Fund II LP (“IPVFII”)
33.3
In order to determine whether the Group controls the above funds,
it has considered the IFRS 10 control model and related application
guidance. In respect of IPVFII, the Group has power via its role as
fund manager of the partnership, and exposure to variable returns
via its 33.3% ownership interest, resulting in the conclusion that the
Group controls and hence consolidates the fund.
b) Other non-consolidated Limited Partnership fund holdings
In addition to Limited Partnerships where Group entities act
as general partner and investment manager, the Group has
interests in three further entities which are managed by third
parties:
Name
Interest
in Limited
partnership
%
IPG Cayman LP
58.1
UCL Technology Fund LP (“UCL Fund”)
46.4
Technikos LLP (“Technikos”)
17.7
The rationale for IPG Cayman LP’s categorisation as a non-
consolidated fund is considered a significant accounting
judgment and is set out in note 2.
The Group has a 46.4% interest in the total capital commitments
of the UCL Fund. The Group has committed £24.8m to the fund
alongside the European Investment Fund (“EIF”), University
College London and other investors. Participation in the UCL Fund
provides the Group with the opportunity to generate financial
returns and visibility of potential intellectual property from
across University College London’s research base.
The Group has an 17.7% interest in the total capital commitments
of Technikos, a fund with an exclusive pipeline agreement with
Oxford University’s Institute of Biomedical Engineering.
At the beginning of 2021 the Group had an 8.3% interest in the
total capital commitments of Apollo Therapeutics LLP (“Apollo”), a
£40.0m venture between AstraZeneca, GlaxoSmithKline, Johnson
& Johnson and the technology transfer offices of Imperial
College London, University College London and the University
of Cambridge. During the year, the portfolio of programmes
developed by Apollo was restructured in a new portfolio
company, Apollo Therapeutics Limited, concurrent with a $145m
funding round. The Group now holds a 1.9% holding in the Apollo
Therapeutics Group Limited, which was transferred into the
equity investment portfolio.
See note 27 for disclosure of outstanding commitments in
respect of Limited Partnerships.
iv) Other third party funds under management
In addition to the Limited Partnership fund IPVFII, described
above, the Group also manages other third-party funds,
including within its Parkwalk business unit, described in further
detail in the portfolio review section on page 37, and on behalf
of Australian superannuation fund Hostplus. In both cases,
the Group has no direct beneficial interest in the assets being
managed, and therefore its sole exposure to variable returns
relates to performance fees payable on exits above a specified
hurdle. As a result, the Group is not deemed to control these
managed assets and they are not consolidated.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
1
.
Basis of preparation
continued
v) Non–controlling interests
The total comprehensive income, assets and liabilities of non–
wholly owned entities are attributed to owners of the parent and
to the non–controlling interests in proportion to their relative
ownership interests.
vi) Business combinations
The Group accounts for business combinations using the
acquisition method from the date that control is transferred
to the Group (see (i) Subsidiaries above). Both the identifiable
net assets and the consideration transferred in the acquisition
are measured at fair value at the date of acquisition and
transaction costs are expensed as incurred. Goodwill arising
on acquisitions is tested at least annually for impairment. In
instances where the Group owns a non–controlling stake prior
to acquisition the step acquisition method is applied, and any
gain or losses on the fair value of the pre–acquisition holding
is recognised in the consolidated statement of comprehensive
income.
c) Other accounting policies
Regulated capital
Top Technology Ventures Limited and Parkwalk Advisors Ltd,
are Group subsidiaries which are subject to external capital
requirements imposed by the Financial Conduct Authority
(“FCA”) and as such must ensure that they have sufficient
capital to satisfy these requirements. The Group ensures it
remains compliant with these requirements as described in their
respective financial statements.
Lease accounting
For leases there is no longer a distinction between finance
and operating leases as all leases are now recognised on the
balance sheet. When a lease commences a lease liability is
recognised that is equal to the present value of the minimum
lease payments. A right-of-use asset is also recognised and is
equal in value to the lease liability. This represents the right to
use the leased asset for the full term of the lease.
Short term leases and low-value leases are exempt from
recognition on the balance sheet and the payments are instead
recognised on a straight-line basis in the income statement
in the same way as they would have under IFRS17. Right-of-
use assets are depreciated over the total lease term. As the
discounting is unwound, interest is charged in the income
statement and increases the lease liabilities. When lease
payments are made, the lease liabilities reduce. Therefore, both
right of use assets and lease liabilities have nil value at the end
of the lease. Lease payments are discounted using the interest
rate implicit in the lease or the incremental borrowing rate where
the interest rate implicit in the lease is not available.
Cash flow statement classification
Cash flow relating to portfolio investments have been presented
as investing cash flows as opposed to cash flows from operating
activities. Management considers this to be an appropriate
classification representing the fact that the relevant cashflows
are allocated towards resources intended to generate future
income and cash flows.
2
.
Significant accounting estimates and
judgements
The directors make judgements and estimates concerning the
future. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, such as
expectations of future events, and are believed to be reasonable
under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have the most
significant effects on the carrying amounts of the assets and
liabilities in the financial statements are discussed below.
(i) Valuation of unquoted equity and debt
investments and limited participation interests
(significant estimate)
The Group’s accounting policy in respect of the valuation of
unquoted equity investments is set out in note 13, and in respect
of limited participation interests in note 14. In applying this policy,
the key areas over which judgement are exercised include:
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
2
.
Significant accounting estimates and
judgements
continued
Consideration of whether a funding round is at arm’s length
and therefore representative of fair value.
The relevance of the price of recent investment as an input
to fair value, which typically becomes more subjective as the
time elapsed between the recent investment date and the
balance sheet date increases.
In the case of companies with complex capital structures,
the appropriate methodology for assigning value to different
classes of equity based on their differing economic rights.
Where using valuation methods such as discounted cash
flows or revenue multiples, the assumptions around inputs
including the probability of achieving milestones and
the discount rate used, and the choice of comparable
companies used within revenue multiple analysis.
Where valuations are based on future events such as sales
processes or future funding rounds, the appropriate level of
execution risk to be applied to the anticipated event when
assessing its valuation impact as at the balance sheet date.
Debt investments typically represent convertible debt; in such
cases judgement is exercised in respect of the estimated
equity value received on conversion of the loan.
Valuations are based on management’s judgement after
consideration of the above and upon available information
believed to be reliable, which may be affected by conditions
in the financial markets. Due to the inherent uncertainty of
the investment valuations, the estimated values may differ
significantly from the values that would have been used had a
ready market for the investments existed, and the differences
could be material.
(ii) Application of IFRS 10 in respect of IPG Cayman LP
and Istesso Limited (significant judgement)
Istesso Limited
In respect of Istesso Limited, although the Group has a 56.4%
undiluted economic interest in the company, the Group holds
a significant proportion of its equity via non–voting shares
resulting in it holding less than 50% of the voting rights at the
company. Under Istesso’s Articles of Association, strategic and
day-to-day decisions over running of the business rest with
the Board of Directors rather than through shareholder voting
rights attached to direct ownership of equity interests held
in the entity. In this respect, power over Istesso is exercised
predominantly through directors’ meetings, on which IP Group
is not deemed to have majority representation. As such, the
relationship between Istesso and IP Group is designed in such
a way that “shareholder” voting rights are not the dominant
factor in deciding who directs the investee’s relevant activities,
but it is the directors who do so. IP Group does not control the
board of Istesso Limited via a majority of board directors, and is
specifically prevented from appointing additional directors to
gain control of the board via restrictions in Istesso’s Articles of
Association.
During the year, the Group provided a £10m convertible loan to
Istesso Limited. The terms of the loan contain specific provisions
preventing its conversion where this would result in IP Group
obtaining control of Istesso. Based on an updated control
assessment, including considerations around whether IP Group
has ‘de facto’ control of Istesso including inter alia the number of
voting shares held by the Group and its connected parties and
the dispersion of other parties’ voting rights, we have concluded
that the Group does not control Istesso Limited under IFRS 10
IPG Cayman LP
The Group’s US portfolio is held via a limited partnership fund,
IPG Cayman LP, which was set up in 2018 to facilitate third
party investment into this portfolio. The fund is managed by IP
Group, Inc., formerly an operating subsidiary of the Group. Prior
to 2021, the Group was judged to control both IPG Cayman LP
and IP Group, Inc. under IFRS 10 and hence both entities were
consolidated.
In 2021, several events took place which caused us to reassess
the Group’s control of both entities:
IPG Cayman LP raised additional third–party funds in the first
half of 2021, which reduced the Group’s stake in the fund from
80.7% to 58.1%.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
2
.
Significant accounting estimates and
judgements
continued
Investors in the 2021 IPG Cayman LP funding round hold an
option to subscribe additional funds which, if exercised,
would result in IP Group holding less than 50% in the fund.
In November 2021 the Group disposed of its equity in IPG
Cayman LP’s fund manager, IP Group, Inc. and hence no
longer controls the fund manager.
As a result of these changes, our control assessment concluded
that IPG Inc. is acting as an agent on behalf of all investors in
the Cayman LP and not solely IPG plc, therefore the Group no
longer controls IPG Cayman LP. The Group therefore ceased to
consolidate it from November 2021. See note 22 for further details
on the accounting impact of the deconsolidation.
Arriving at this conclusion required the application of
judgement, most significantly in assessing the application
guidance contained in IFRS 10 B19 which suggests that in some
instances a special relationship may exist (such as the fact that
we remain the largest individual investor in the fund), implying
that an investor has a more than passive interest in the investee.
Having considered this guidance we conclude that on balance
the Group does not have power over IPG Cayman LP and hence
does not control it.
There have been no significant changes in the facts and
circumstances relating to control considerations in respect of
IPG Cayman LP in 2022.
3
.
Financial risk management
As set out in the principal risks and uncertainties section on
pages 89 to 97, the Group is exposed, through its normal
operations, to a number of financial risks, the most significant of
which are market, liquidity and credit risks.
In general, risk management is carried out throughout the Group
under policies approved by the Board of Directors. The following
further describes the Group’s objectives, policies and processes
for managing those risks and the methods used to measure
them. Further quantitative information in respect of these risks is
presented throughout these financial statements.
A) Market risk
Price risk
The Group is exposed to equity securities price risk as a result
of the equity and debt investments, and investments in Limited
Partnerships held by the Group and categorised as at fair value
through profit or loss.
The Group mitigates this risk by having established investment
appraisal processes and asset monitoring procedures which
are subject to overall review by the Board. The Group has also
established corporate finance and communications teams
dedicated to supporting portfolio companies with fundraising
activities and investor relations.
The Group holds 13 investments valued at £228.7m which are
publicly traded (2021: 13, £662.7m), and the remainder of its
investments are not traded on an active market.
The net portfolio loss in 2022 of £304.3m represents a 21.5%
decrease against the opening balance (2021: gain of £497.4m,
42.8%). The table below summarises the impact of a 1% increase/
decrease in the price of both quoted and unquoted investments
on the Group’s post–tax profit for the year and on equity.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
3
.
Financial risk management
continued
2022
2021
Quoted
£m
Unquoted
£m
Total
£m
Quoted
£m
Unquoted
£m
Total
£m
Equity and debt investments and investments in limited
partnerships
2.3
10.4
12.7
6.6
8.4
15.0
(ii) Foreign exchange risk
The Groups’ main exposure to foreign currency risk is via its
investment portfolio, which is partially denominated in US dollars,
Australian dollars, Euros and Swedish Krona. Further details of
currency exposure in the portfolio are given in notes 13 and 14.
Additionally, the Group’s assets include deferred consideration
relating to US dollar denominated proceeds totalling £35.5m
(2021: £28.2m), with the largest element relating to proceeds of
£28.8m receivable in the first half of 2023 relating to the disposal
of WaveOptics.
The Group has entered into forward foreign exchange contracts
to mitigate risk of exchange rate exposure to an element of
these proceeds. As at 31 December 2022 the notional amount of
the forward foreign exchange contracts held by the Company
was $26.3 million (2021: nil). The settlement date of these is
30 June 2023. The fair value of these contracts at the balance
sheet date was £0.1m.
(iii) Interest rate risk
The Group holds a debt facility with the European Investment
Bank and a loan note facility primarily with Phoenix Group with
the overall balance as at 31 December 2022 amounting to
£81.9m (excluding setup costs). These loans are all subject to
fixed rate interest (following the repayment of variable rate loans
in the year) being subject to an average fixed rate interest of
4.65% (2021: 3.1%).
For further details of the Group’s loans including covenant
details see note 19.
The other primary impact of interest rate risk to the Group is the
impact on the income and operating cash flows as a result of
the interest–bearing deposits and cash and cash equivalents
held by the Group.
(iv) Concentrations of risk
The Group is exposed to concentration risk via the significant
majority of the portfolio being UK–based companies and thus
subject to the performance of the UK economy. In recent years,
the Group has increased the scale of its operations in the US
both via its holding in IPG Cayman LP and via the relocation
of certain portfolio companies to the US. The group has also
increased the scale of its operations in Australia via additional
investment in this geography.
The Group mitigates this risk, in co–ordination with liquidity risk,
by managing its proportion of fixed to floating rate financial
assets. The table on page 200 summarises the interest rate
profile of the Group.
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
3
.
Financial risk management
continued
2022
2021
Fixed
rate
£m
Floating
rate
£m
Interest
free
£m
Total
£m
Fixed
rate
£m
Floating
rate
£m
Interest
free
£m
Total
£m
Financial assets
Equity investments
1,120.8
1,120.8
1,391.8
1,391.8
Debt investments
38.1
38.1
22.8
22.8
Limited and limited liability
partnership interests
99.6
99.6
92.9
92.9
Trade receivables
2.1
2.1
1.7
1.7
Other receivables
6.7
6.7
5.2
5.2
Receivable on sale of debt and
equity investments
48.2
48.2
42.3
42.3
Deposits
152.8
152.8
216.2
216.2
Cash and cash equivalents
88.7
88.7
105.7
105.7
152.8
88.7
1,315.5
1,557.0
216.2
105.7
1,556.7
1,878.5
Financial liabilities
Trade payables
(1.3)
(1.3)
(0.6)
(0.6)
Other accruals and deferred
income
(15.6)
(15.6)
(18.1)
(18.1)
Borrowings
(81.4)
(81.4)
(40.8)
(11.0)
(51.8)
Carried interest plan liability
(44.1)
(44.1)
(33.1)
(33.1)
Deferred tax liability
(6.8)
(6.8)
(5.8)
(5.8)
Loans from Limited Partners of
consolidated funds
(19.5)
(19.5)
(18.7)
(18.7)
Revenue share liability
(13.0)
(13.0)
(13.1)
(13.1)
(81.4)
(100.3)
(181.7)
(40.8)
(11.0)
(89.4)
(141.2)
At 31 December 2022, if interest rates had been 1% higher/lower, post-tax loss for the year, and other components of equity, would
have been £2.0m (2021: £1.4m) higher/lower as a result of higher interest received on floating rate cash deposits.
B) Liquidity risk
The Group seeks to manage liquidity risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably. The Group’s treasury management policy asserts that at any one point in time no more than 60%
of the Group’s cash and cash equivalents will be placed in fixed-term deposits with a holding period greater than three months.
Accordingly, the Group only invests working capital in short-term instruments issued by reputable counterparties. The Group
continually monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
3
.
Financial risk management
continued
C) Credit risk
The Group’s credit risk is primarily attributable to its deposits, cash and cash equivalents, debt investments and trade receivables.
The Group seeks to mitigate its credit risk on cash and cash equivalents by making short-term deposits with counterparties, or
by investing in treasury funds with an “AA” credit rating or above managed by institutions. Short-term deposit counterparties are
required to have most recently reported total assets in excess of £5bn and, where applicable, a prime short-term credit rating at
the time of investment (ratings are generally determined by Moody’s or Standard & Poor’s). Moody’s prime credit ratings of “P1”, “P2”
and “P3” indicate respectively that the rating agency considers the counterparty to have a “superior”, “strong” or “acceptable” ability
to repay short-term debt obligations (generally defined as having an original maturity not exceeding 13 months). An analysis of the
Group’s deposits and cash and cash equivalents balance analysed by credit rating as at the reporting date is shown in the table
opposite. All other financial assets are unrated.
Credit rating
2022
£m
2021
£m
P1
177.4
292.3
AAAMMF
1
54.6
20.2
Other
2
9.5
9.4
Total deposits and cash and cash equivalents
241.5
321.9
1
The Group holds £54.6m (2021: £20.2m) with JP Morgan GBP liquidity fund, which has a AAAMMF credit rating with Fitch.
2
The Group holds £9.5m (2021 £9.4m) with Arbuthnot Latham, a private bank with no debt in issue and, accordingly, on which a credit rating is not applicable.
Bloomberg assess Arbuthnot Latham’s 1-year default probability at 0.2107% (2021: 0.1401%).
The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and
customers. The Group has detailed policies and strategies which seek to minimise these associated risks including defining
maximum counterparty exposure limits for term deposits based on their perceived financial strength at the commencement of the
deposit. The maximum single counterparty limit for fixed term deposits in excess of 3 months at 31 December 2022 was the greater of
60% of total group cash or £50.0m (2021: 60%, £50.0m). In addition, no single institution may hold more than the higher of 50% of total
cash or £80m. (2021: 50%, £75m).
The group’s exposure to credit risk on debt investments is managed in a similar way to equity investment price risk, as described
above, through the Group’s investment appraisal processes and asset monitoring procedures which are subject to overall review by
the Board. The maximum exposure to credit risk for debt investments, receivables and other financial assets is represented by their
carrying amount.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
4
.
Revenue from services
Accounting Policy:
Revenue from services is generated primarily from within the United Kingdom and is stated exclusive of value added tax, with
further revenue generated in the Group’s Australian operations. Revenue is recognised when the Group satisfies its performance
obligations, in line with IFRS 15. Revenue breakdown and disclosure requirements under IFRS 15 have not been presented as they
are considered immaterial. Revenue from services and other income comprises:
Fund management services
Fund management fees include fiduciary fund management fees which are generally earned as a fixed percentage of total
funds under management and are recognised as the related services are provided and performance fees payable from
realisation of agreed returns to investors which are recognised as performance criterion are met.
Licence and royalty income
The Group’s IP licences typically constitute separate performance obligations, being separate from other promised goods or
services. Revenue is recognised in line with the performance obligations included in the licence, which can include sales-based,
usage-based or milestone-based royalties.
Advisory and corporate finance fees
Fees earned from the provision of business support services including IP Exec services and fees for IP Group representation on
portfolio company boards are recognised as the related services are provided. Corporate finance advisory fees are generally
earned as a fixed percentage of total funds raised and recognised at the time the related transaction is successfully concluded.
In some instances, these fees are settled via the issue of equity in the company receiving the corporate finance services at the
same price per share as equity issued as part of the financing round to which the advisory fees apply.
Revenue from services is derived from the provision of advisory and venture capital fund management services or from licensing
activities, royalty revenues and patent cost recoveries.
5
.
Operating segments
For both the year ended 31 December 2022 and the year ended 31 December 2021, the Group’s revenue and profit before taxation
were derived largely from its principal activities within the UK.
For management reporting purposes, the Group is currently organised into five operating segments:
i.
Venture Capital investing within our Life Sciences thematic area
ii.
Venture Capital investing within our Deeptech thematic area
iii. Venture Capital investing within our Cleantech thematic area
iv. Venture Capital investing: Other, representing investments not included within our three thematic areas above, including platform
investments, and our US and Australian investments
v.
the management of third party funds and the provision of corporate finance advice
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
5
.
Operating segments
continued
Following the implementation of the group’s revised strategy, and the decision to formalise the split of the Group’s investment
activities into three thematic areas (Life Sciences, Deeptech and Cleantech), the Directors have concluded that it is no longer
appropriate to aggregate the Group’s venture capital investing activities into a single operating segment and have accordingly
presented the three thematic areas as separate segments. Reporting line items within Venture Capital investing which are not
allocated by thematic sector are presented in the ‘Venture Capital investing: other’ segment.
These activities are described in further detail in the strategic report on pages 23 to 37.
Year ended 31 December 2022
Venture
capital
investing:
Life
Sciences
£m
Of which
Oxford
Nanopore
£m
Venture
capital
investing:
Deeptech
£m
Venture
capital
investing:
Cleantech
£m
Venture
capital
investing:
Other
£m
Third party
fund
management
£m
Consolidated
£m
STATEMENT OF COMPREHENSIVE INCOME
Portfolio return and revenue
Change in fair value of equity and debt
investments
(399.4)
(369.7)
(21.0)
114.6
2.4
(303.4)
(Loss)/gain on disposal of equity and debt
investments
(12.1)
4.0
0.3
(7.8)
Change in fair value of limited and limited
liability partnership interests
2.1
2.1
Loss on disposal of subsidiary
Revenue from services and other income
1.1
6.0
7.1
(411.5)
(369.7)
(17.0)
114.6
5.9
6.0
(302.0)
Administrative expenses
1
Carried interest plan charge
1
(12.0)
(12.0)
Share-based payment charge
1
(2.6)
(0.3)
(2.9)
Other administrative expenses
1
(22.1)
(5.3)
(27.4)
(36.7)
(5.6)
(42.3)
Operating loss
(334.7)
0.4
(344.3)
Finance income
1
2.1
0.1
2.2
Finance costs
1
(1.4)
(1.4)
Loss before taxation
(344.0)
0.5
(343.5)
Taxation
1
(1.0)
(1.0)
Loss for the year
(344.0)
0.5
(344.5)
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IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Year ended 31 December 2022
Venture
capital
investing:
Life
Sciences
£m
Of which
Oxford
Nanopore
£m
Venture
capital
investing:
Deeptech
£m
Venture
capital
investing:
Cleantech
£m
Venture
capital
investing:
Other
£m
Third party
fund
management
£m
Consolidated
£m
STATEMENT OF FINANCIAL POSITION
Assets
613.8
205.5
230.5
243.8
451.9
17.8
1,557.8
Liabilities
1
(176.0)
(5.7)
(181.7)
Net Assets
1,364.0
12.1
1,376.1
Other segment items
Purchase of debt & equity investments
(38.9)
(3.2)
(20.4)
(22.3)
(7.3)
(88.9)
Realisations
15.6
8.7
3.5
0.3
28.1
Year ended 31 December 2021
Venture
capital
investing:
Life
Sciences
£m
Of which
Oxford
Nanopore
£m
Venture
capital
investing:
Deeptech
£m
Venture
capital
investing:
Cleantech
£m
Venture
capital
investing:
Other
£m
Third party
fund
management
£m
Consolidated
£m
STATEMENT OF COMPREHENSIVE INCOME
Portfolio return and revenue
Change in fair value of equity and debt
investments
319.9
284.8
47.0
30.4
18.6
415.9
Gain on disposal of equity investments
55.4
12.3
25.4
0.5
0.2
81.5
Change in fair value of limited and limited
liability partnership interests
1.8
1.8
Loss on deconsolidation of subsidiary
(3.8)
(3.8)
Revenue from services and other income
5.7
7.9
13.6
375.3
297.1
72.4
30.9
22.5
7.9
509.0
Administrative expenses
1
Carried interest plan charge
1
(17.2)
(17.2)
Share-based payment charge
1
(2.5)
(0.1)
(2.6)
Other administrative expenses
1
(28.7)
(4.5)
(33.2)
(48.4)
(4.6)
(53.0)
Operating profit
452.7
3.3
456.0
Finance income
1
0.4
0.4
Finance costs
1
(1.8)
(1.8)
Profit before taxation
451.3
3.3
454.6
Taxation
1
(5.3)
(5.3)
Profit for the year
446.0
3.3
449.3
5
.
Operating segments
continued
STRATEGIC REPORT
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204
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Year ended 31 December 2021
Venture
capital
investing:
Life
Sciences
£m
Of which
Oxford
Nanopore
£m
Venture
capital
investing:
Deeptech
£m
Venture
capital
investing:
Cleantech
£m
Venture
capital
investing:
Other
£m
Third party
fund
management
£m
Consolidated
£m
STATEMENT OF FINANCIAL POSITION
Assets
1,005.1
572.0
250.3
100.9
505.8
17.2
1,879.3
Liabilities
1
(137.4)
(3.8)
(141.2)
Net Assets
1,724.7
13.4
1,738.1
Other segment items
Purchase of debt & equity investments
(52.2)
(18.7)
(6.7)
(11.9)
(32.9)
(103.7)
Realisations
167.7
84.1
41.7
2.8
1.2
213.4
1
These amounts cannot be apportioned to the individual segments of the venture capital investing business.
6
.
Auditor’s remuneration
Details of the auditor’s remuneration are set out below:
2022
£000
2021
1
£000
Audit fees in respect of Group and subsidiaries, audited by KPMG LLP
578.9
398.3
Interim review fee, for review performed by Group auditor KPMG LLP
60.0
55.0
Audit fees in respect of Funds, audited by KPMG LLP
15.0
108.1
Audit fees in respect of subsidiary companies, audited by Moore Northern Home Counties Limited
68.7
62.0
Total assurance services
722.6
623.4
All other services performed by Group auditor KPMG LLP
5.0
Total non–assurance services performed by Group auditor KPMG LLP
5.0
1
The 2021 audit fee in respect of IPG Cayman LP included within Audit fees in respect of Funds above was pro-rated to reflects its de-consolidation in November 2021.
5
.
Operating segments
continued
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
7
.
Operating (loss)/profit
Operating (loss)/profit has been arrived at after charging:
2022
£000
2021
£000
Depreciation of right of use asset, property, plant and equipment
(0.6)
(1.6)
Employee costs (see note 9)
(20.0)
(22.5)
Loss on disposal or deconsolidation of subsidiary (see note 22)
(3.8)
8
.
Other administrative expenses
Other administrative expenses comprise:
2022
£000
2021
£000
Employee costs (less share-based payment charge)
17.1
19.9
Professional services
4.0
5.5
Consolidated portfolio company costs
0.1
0.1
Depreciation of tangible assets
0.6
1.6
Other expenses
5.6
6.1
27.4
33.2
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
9
.
Employee costs
Accounting Policy
Employee benefits
Pension obligations
The Group operates a company defined contribution pension scheme for which all employees are eligible. The assets of
the scheme are held separately from those of the Group in independently administered funds. The Group currently makes
contributions on behalf of employees to this scheme or to employee personal pension schemes on an individual basis.
The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as
employee benefit expenses when they are due.
Share–based payments
The Group engages in equity-settled share-based payment transactions in respect of services receivable from employees,
by granting employees conditional awards of ordinary shares subject to certain vesting conditions. Conditional awards of
shares are made pursuant to the Group’s Long Term Incentive Plan (“LTIP”) awards and/or the Group’s Annual Incentive Scheme
(“AIS”). The fair value of the shares is estimated at the date of grant, taking into account the terms and conditions of the award,
including market-based performance conditions.
The fair value at the date of grant is recognised as an expense over the period that the employee provides services, generally the
period between the start of the performance period and the vesting date of the shares. The corresponding credit is recognised
in retained earnings within total equity. The fair value of services is calculated using the market value on the date of award and is
adjusted for expected and actual levels of vesting. Where conditional awards of shares lapse, the expense recognised to date is
credited to the statement of comprehensive income in the year in which they lapse. Where the terms for an equity-settled award
are modified, and the modification increases the total fair value of the share-based payment or is otherwise beneficial to the
employee at the date of modification, the incremental fair value is amortised over the vesting period.
See the Directors’ Remuneration Report on pages 140 to 162 and note 22 for further details.
Employee costs (including Executive Directors) comprise:
2022
£000
2021
£000
Salaries
11.6
12.6
Defined contribution pension cost
1.0
1.0
Share–based payment charge (see note 23)
2.9
2.6
Other bonuses accrued in the year
3.0
4.8
Social security
1.5
1.4
Total staff costs
20.0
22.4
The average monthly number of persons (including executive directors) employed by the Group during the year was 99, all of whom
were involved in management and administration activities (2021: 104). Details of the directors’ remuneration can be found in the
Directors’ Remuneration Report on pages 140 to 162.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
10
.
Taxation
Accounting Policy:
Deferred tax
Full provision is made for deferred tax on all temporary differences resulting from the carrying value of an asset or liability and its
tax base. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting
date and are expected to apply when the related deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
are recognised to the extent that it is probable that the deferred tax asset will be recovered in the future.
2022
£000
2021
£000
Current tax
UK corporation tax on profits for the year
Foreign tax
0.1
0.1
Deferred tax
1.0
5.2
Total tax
1.0
5.3
The Group primarily seeks to generate capital gains from its holdings in spin-out companies over the longer-term. The majority of
these capital gains qualify for UK Substantial Shareholding Exemption (“SSE”) and are therefore not taxable, resulting in the Group
making annual net operating losses from its operations from a UK tax perspective.
Gains arising on sales of holdings which do not qualify for SSE will ordinarily give rise to taxable profits for the Group, to the extent that
these exceed the Group’s ability to offset gains against current and brought forward tax losses (subject to the relevant restrictions on
the use of brought–forward losses). In such cases, a deferred tax liability is recognised in respect of estimated tax amount payable.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
10
.
Taxation
continued
The amount for the year can be reconciled to the profit per the statement of comprehensive income as follows:
2022
£000
2021
£000
(Loss)/profit before tax
(343.5)
454.6
Tax at the UK corporation tax rate of 19% (2021: 19%)
(65.3)
86.4
Expenses not deductible for tax purposes
2.3
3.3
Income not taxable
1.5
(15.4)
Prior year adjustment on deferred tax
0.4
0.1
Non–taxable income on deconsolidation of subsidiaries
0.1
Fair value movement on investments qualifying for SSE
58.4
(79.0)
Movement on share–based payments
0.4
0.4
Movement in tax losses arising not recognised
2.9
8.0
Rate change on deferred tax
0.4
1.4
Total tax charge
1.0
5.3
At 31 December 2022, deductible temporary differences and unused tax losses, for which no deferred tax asset has been recognised,
totalled £278.7m (2021: £264.4m). An analysis is shown below:
2022
2021
Amount
£m
Deferred
tax
£m
Amount
£m
Deferred
tax
£m
Accelerated capital allowances
(0.5)
(0.1)
(0.2)
(0.1)
Share–based payment costs and other temporary differences
(15.5)
(3.9)
(25.8)
(6.4)
Unused tax losses
(262.7)
(65.7)
(238.4)
(59.6)
(278.7)
(69.7)
(264.4)
(66.1)
At 31 December 2022, deductible temporary differences and unused tax losses, for which a deferred tax asset/(liability) has been
recognised, totalled £27.3m (2021: £23.7m). An analysis is shown below:
2022
2021
Amount
£m
Deferred
tax
£m
Amount
£m
Deferred
tax
£m
Temporary timing differences
79.7
19.9
78.4
19.5
Unused tax losses
(52.4)
(13.1)
(54.7)
(13.7)
27.3
6.8
23.7
5.8
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
11
.
Earnings per share
Earnings
2022
£m
2021
£m
Earnings for the purposes of basic and dilutive earnings per share
(341.5)
448.5
Number of shares
2022
Number of
shares
2021
Number of
shares
Weighted average number of ordinary shares for the purposes of basic
earnings per share
1,034,483,278
1,059,547,189
Effect of dilutive potential ordinary shares:
Options or contingently issuable shares
16,431,907
Weighted average number of ordinary shares for the purposes of diluted
earnings per share
1,034,483,278
1,075,979,096
2022
pence
2021
pence
Basic
(33.01)
42.33
Diluted
(33.01)
41.68
No adjustment has been made to the basic loss per share in the year ended 31 December 2022, as the exercise of share options
would have the effect of reducing the loss per ordinary share, and therefore is not dilutive.
Potentially dilutive ordinary shares include contingently issuable shares arising under the Group’s LTIP arrangements, and options
issued as part of the Group’s Sharesave schemes and Deferred Bonus Share Plan (for annual bonuses deferred under the terms of
the Group’s Annual Incentive Scheme).
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
12
.
Categorisation of financial instruments
Accounting policy:
Financial assets and liabilities
Financial assets and liabilities are recognised in the balance sheet when
the relevant Group entity becomes a party to the contractual provisions
of the instrument. De–recognition occurs when rights to cash flows from a
financial asset expire, or when a liability is extinguished.
Derivative financial instruments are accounted for at fair value through
profit and loss in accordance with IFRS 9. They are revalued at the
balance sheet date based on market prices, with any change in fair
value being recorded in profit and loss. Derivatives are recognised in the
Consolidated statement of financial position as a financial asset when
their fair value is positive and as a financial liability whey their fair value is
negative. The Group’s derivative financial instruments are not designated
as hedging instruments.
Financial assets
In respect of regular way purchases or sales, the Group uses trade date
accounting to recognise or derecognise financial assets.
The Group classifies its financial assets into one of the categories listed
below, depending on the purpose for which the asset was acquired.
At fair value through profit or loss
Held for trading and financial assets are recognised at fair value
through profit and loss. This category includes equity investments,
debt investments and investments in limited partnerships. Investments
in associated undertakings, which are held by the Group with a view
to the ultimate realisation of capital gains, are also categorised as at
fair value through profit or loss. This measurement basis is consistent
with the fact that the Group’s performance in respect of investments in
equity investments, limited partnerships and associated undertakings
is evaluated on a fair value basis in accordance with an established
investment strategy.
Financial assets at fair value through profit or loss are initially recognised
at fair value and any gains or losses arising from subsequent
changes in fair value are presented in profit or loss in the statement of
comprehensive income in the period which they arise.
At amortised cost
These assets are non–derivative financial assets with fixed and
determinable payments that are not quoted in an active market. They
arise principally through the provision of services to customers (trade
receivables) and are carried at cost less provision for impairment.
Deposits
Deposits comprise longer–term deposits held with financial institutions
with an original maturity of greater than three months and, in line with IAS
7 are not included within cash and cash equivalents. Cash flows related
to amounts held on deposit are presented within investing activities in the
consolidated statement of cash flows.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and short–term
deposits held with financial institutions with an original maturity of three
months or less.
Financial liabilities
Current financial liabilities are composed of trade payables and other
short–term monetary liabilities, which are recognised at amortised cost.
Non–current liabilities are composed of loans from Limited Partners of
consolidated funds, outstanding amounts drawn down from a debt
facility provided by the European Investment Bank, loan notes provided
by Phoenix Group, carried interest plans liabilities, and revenue share
liabilities arising as a result of the Group’s former Technology Pipeline
Agreement with University College London.
Unless otherwise indicated, the carrying amounts of the Group’s financial
liabilities are a reasonable approximation to their fair value. Non–current
liabilities are recognised initially at fair value net of transaction costs
incurred, and subsequently at amortised cost.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
12
.
Categorisation of financial instruments
continued
Financial assets
At fair
value
through
profit or loss
£m
Amortised
cost
£m
Total
£m
At 31 December 2022
Equity investments
1,120.8
1,120.8
Debt investments
38.1
38.1
Limited and limited liability partnership interests
99.6
99.6
Trade and other receivables
8.8
8.8
Receivables on sale of debt and equity investments
48.2
48.2
Deposits
152.8
152.8
Cash and cash equivalents
88.7
88.7
At 31 December 2022
1,306.7
250.3
1,557.0
At 31 December 2021
Equity investments
1,391.8
1,391.8
Debt investments
22.8
22.8
Limited and limited liability partnership interests
92.9
92.9
Trade and other receivables
6.9
6.9
Receivables on sale of debt and equity investments
42.3
42.3
Deposits
216.2
216.2
Cash and cash equivalents
105.7
105.7
At 31 December 2021
1,549.8
328.8
1,878.6
In light of the credit ratings applicable to the Group’s cash and cash equivalent and deposits, (see note 3 for further details), we
estimate expected credit losses on the Group’s receivables to be under £0.1m and therefore not disclosed further (2021: less than
£0.1m), similarly we have not presented an analysis of credit ratings of trade and other receivable and receivables on sale of debt
and equity investments.
All net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss on initial
recognition (2021: all net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss
on initial recognition).
Interest income of £nil (2021: £nil) is attributable to financial assets classified as fair value through profit and loss.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
Accounting policy:
Fair value hierarchy
The Group classifies financial assets using a fair value hierarchy that reflects the significance of the inputs used in making the related fair value
measurements. The level in the fair value hierarchy, within which a financial asset is classified, is determined on the basis of the lowest level input that is
significant to that asset’s fair value measurement. The fair value hierarchy has the following levels:
Level 1 – Quoted prices in active markets.
Level 2 – Inputs other than quoted prices that are observable, such as prices from market transactions.
Level 3 – One or more inputs that are not based on observable market data.
Equity investments
Fair value is the underlying principle and is defined as “the price that would be received to sell an asset in an orderly transaction between market
participants at the measurement date” (IPEV guidelines, December 2022).
Where the equity structure of a portfolio company involves different class rights in a sale or liquidity event, the Group takes these different rights into
account when forming a view on the value of its investment.
Valuation techniques used
The fair value of unlisted securities is established using appropriate valuation techniques in line with December 2022 IPEV guidelines. The selection
of appropriate valuation techniques is considered on an individual basis in light of the nature, facts and circumstances of the investment and in the
expected view of market participants. The Group selects valuation techniques which make maximum use of market–based inputs. Techniques are
applied consistently from period to period, except where a change would result in better estimates of fair value. Several valuation techniques may be
used so that the results of one technique may be used as a cross check/corroboration of an alternative technique.
Valuation techniques used include:
Quoted bid price: The fair values of quoted investments are based on bid prices in an active market at the reporting date.
Recent financing: The fair value of unquoted investments which have recently raised equity financing may be calculated with reference to the price of
the recent investment. For investments for which the capital structure involves different class rights in a sale or liquidity event, a full scenario analysis via
the use of the probability–weighted expected return method (PWERM) is used to calculate the implied values of the existing share classes.
Other: Future market/commercial events: Scenario analysis is used, which is a forward–looking method that considers one or more possible future
scenarios. These methods include simplified scenario analysis and relative value scenario analysis, which tie to the fully diluted (“post–money”)
equity value. The PWERM method may be utilised for this valuation technique for investments which have an equity structure which involves different
class rights in a sale or liquidity event.
Other: Adjusted recent financing price based on past performance: The milestone approach involves making an assessment as to whether there
is an indication of change in fair value based on a consideration of the relevant milestones, typically agreed at the time of making the investment
decision.
Other: Discounted cash flows: deriving the value of a business by calculating the present value of expected future cash flows.
Other: Revenue multiple: the application of an appropriate multiple to a performance measure (such as earnings or revenue) of the investee
company in order to derive a value for the business.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
The fair value indicated by a recent transaction is used to calibrate inputs used with valuation techniques including those noted on page 213. At each
measurement date, an assessment is made as to whether changes or events subsequent to the relevant transaction would imply a change in the
investment’s fair value. The Price of a Recent Investment is not considered a standalone valuation technique (see further considerations below). Where
the current fair value of an investment is unchanged from the price of a recent financing, the Group refers to the valuation basis as ‘Recent Financing’.
Price of recent investment as an input in assessing fair value
The Group considers that fair value estimates which are based primarily on observable market data will be of greater reliability than those based on
assumptions. Given the nature of the Group’s investments in seed, start–up and early–stage companies, where there are often no current and no short–
term future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or
research activities and to make reliable cash flow forecasts. Consequently, in many cases the most appropriate approach to fair value is a valuation
technique which is based on market data such as the price of a recent investment, and market participant assumptions as to potential outcomes.
Calibrating such scenarios or milestones may result in a fair value equal to price of recent investment for a limited period of time. Often qualitative
milestones provide a directional indication of the movement of fair value.
In applying a calibrated scenario or milestone-approach to determine fair value, consideration is given to performance against milestones that were
set at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall
economic environment. Factors that the Group considers include, inter alia, technical measures such as product development phases and patent
approvals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product
launches and market introduction.
Where the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment
from the last price of recent investment.
Where a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is
evidence of value creation the Group may consider increasing the carrying value of the investment; however, in the absence of additional financing
rounds or profit generation it can be difficult to determine the value that a market participant may place on positive developments given the potential
outcome and the costs and risks to achieving that outcome and accordingly caution is applied.
Debt investments
Debt investments are generally unquoted debt instruments which are convertible to equity at a future point in time. Such instruments are considered
to be hybrid instruments containing a fixed rate debt host contract with an embedded equity derivative. The Group designates the entire hybrid
contract at fair value through profit or loss on initial recognition and, accordingly, the embedded derivative is not separated from the host contract and
accounted for separately. The price at which the debt investment was made may be a reliable indicator of fair value at that date depending on facts
and circumstances. Any subsequent remeasurement will be recognised as changes in fair value in the statement of comprehensive income.
Disclosure of unrealised and realised gains and losses
‘Change in fair value of equity and debt investments’ per the Group Income Statement represents unrealised revaluation gains and losses on the
Group’s portfolio of investment.
Gains on disposal of equity investments represents the difference between the fair value of consideration received and the carrying value at the start of
the accounting period for the investment in question.
Changes in fair values of investments do not constitute revenue
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
Top 20 Equity and Debt Investments by holding value
The following table lists information on the 20 most valuable portfolio company investments, which represent 71% of the total portfolio
value (2021: 75%). Detail on the performance of these companies is included in the Life Sciences, Deeptech and Cleantech portfolio
reviews.
The Group engages third-party valuation specialists to provide valuation support where required; during the period we
commissioned third-party valuations on nine out of the top 20 holdings (2021: three).
Company name
Primary valuation basis
Fair value
of Group
holding at
31 Dec 2022
£m
Oxford Nanopore Technologies plc
Quoted bid price
205.5
First Light Fusion Limited
*Adjusted funding
114.5
Istesso Limited
*DCF
95.6
Oxbotica Limited
Recent financing (< 12 months)
65.9
Featurespace Limited
*Revenue multiple
64.1
Hinge Health, Inc.
*Adjusted funding
53.6
Ultraleap Holdings Limited
*Adjusted funding
37.9
Garrison Technology Limited
*Future market/commercial events
27.7
Ieso Digital Health Limited
Recent financing (> 12 months)
21.8
Akamis Bio Limited
*Adjusted funding
21.3
Bramble Energy Limited
Recent financing (< 12 months)
20.9
Oxford Science Enterprises plc
Recent financing (< 12 months)
20.6
Crescendo Biologics Limited
Recent financing (< 12 months)
18.7
Hysata Pty Ltd
Recent financing (< 12 months)
18.7
Artios Pharma Limited
Recent financing (> 12 months)
18.3
Mission Therapeutics Limited
*Recent financing (> 12 months)
18.1
Nexeon Limited
Recent financing (< 12 months)
16.6
Salt Pay Co. Limited
*Adjusted funding
16.5
Microbiotica Limited
Recent financing (< 12 months)
16.1
Oxular Limited
Recent financing (> 12 months)
15.9
Total
888.3
* Third-party valuation specialists used for 31 December 2022 valuation. In these instances, the valuation basis is management’s assessment of the primary valuation
input used by the third-party valuation specialist.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
Level 1
Level 3
Equity
investments
in quoted
spin–out
companies
£m
Unquoted
equity
investments
in spin–out
companies
£m
Debt
investments
in unquoted
spin–out
companies
£m
Total
£m
At 1 January 2022
662.7
729.1
22.8
1,414.6
Investments during the year
7.3
61.4
20.2
88.9
Transaction–based reclassifications during the year
8.4
(8.4)
Other transfers between hierarchy levels during the year
Disposals during period
(27.5)
(14.2)
(41.7)
Fees settled via equity
0.5
0.5
Change in revenue share
1
Change in fair value in the year
2
(416.0)
93.6
3.1
(319.3)
Change in FX
2
2.2
13.3
0.4
15.9
At 31 December 2022
228.7
892.1
38.1
1,158.9
At 1 January 2021
83.4
1,040.6
38.7
1,162.7
Investments during the year
4.8
89.7
9.2
103.7
Transaction–based reclassifications during the year
23.8
(23.8)
Deconsolidation of United States portfolio
(109.4)
(3.3)
(112.7)
Transfers from investment in Limited Partnership funds
3.5
3.5
Other transfers between hierarchy levels during the year
383.2
(383.2)
Disposals during period
(80.8)
(76.7)
(1.6)
(159.1)
Fees settled via equity
0.5
0.5
Change in revenue share
1
0.1
0.1
Change in fair value in the year
2
270.3
137.1
3.7
411.1
Change in FX
2
1.8
3.1
(0.1)
4.8
At 31 December 2021
662.7
729.1
22.8
1,414.6
1
For description of revenue share arrangement see description in note 19.
2
The total unrealised change in fair value and FX in respect of Level 3 investments was a gain of £110.4m (2021: gain of £143.8m).
Unquoted equity and debt investment are measured in accordance with IPEV guidelines with reference to the most appropriate
information available at the time of measurement. Where relevant, several valuation approaches are used in arriving at an estimate
of fair value for an individual asset.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
For assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have
occurred between levels in the hierarchy by re–assessing categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period. Transfers between levels are then made as if the transfer
took place on the first day of the period in question, except in the cases of transfers between tiers based on an initial public offering
(“IPO”) of an investment wherein the changes in value prior to the IPO are calculated and reported in level 3, and those changes post
are attributed to level 1.
Transfers between level 3 and level 1 occur when a previously unquoted investment undertakes an initial public offering, resulting
in its equity becoming quoted on an active market. In the current period, transfers of this nature amounted to £nil (2021: £383.2m).
Transfers between level 1 and level 3 would occur when a quoted investment’s market becomes inactive, or the portfolio company
elects to delist. There have been no instances in the current year (2021: no such instances).
Transfers between level 3 debt and level 3 equity occur upon conversion of convertible debt into equity. In the current period,
transfers of this nature amounted to £8.4m (2021: £23.8m).
The Group has considered the impact of ESG and climate change issues on its portfolio, including performing a materiality
assessment (see TCFD disclosures on page 72) which suggested the Group’s portfolio has a relatively low level of climate change
risk, and clear areas of opportunity via the Group’s Cleantech investments. To view the portfolio split by sector, please refer to the
portfolio analysis by sector on page 24. We believe our current valuation approach, based largely on quoted valuations, and recent
financing transactions, reflects market participant assessment of the ESG and climate risks and opportunities of our portfolio.
Valuation inputs and sensitivities
Unobservable inputs are typically portfolio company-specific and, based on a materiality assessment, are not considered
significant either at an individual company level or in aggregate where relevant for common factors such as discount rates.
The sensitivity analysis table on page 218 has been prepared in recognition of the fact that some of the valuation methodologies
applied by the Group in valuing the portfolio investments involve subjectivity in their significant unobservable inputs. The table
illustrates the sensitivity of the valuations to these inputs. The inputs of investments valued using techniques which involve significant
subjectivity have been flexed by +/- 10%.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
Valuation Technique
Fair value of
investments
Variable inputs
Variable
input
sensitivity
Positive impact
Negative impact
Fair value of
investments
2022
£m
%
£m
% of NAV
£m
% of NAV
2021
£m
Quoted
228.7
n/a
+/–10
22.9
1.7
(22.9)
(1.7)
662.7
Recent financing
<12 months
289.8
n/a
+/–10
29.0
2.1
(29.0)
(2.1)
388.6
Recent financing
>12 months
117.8
n/a
+/–10
11.8
0.9
(11.8)
(0.9)
71.6
Other: Future market/
commercial events
40.7
Estimated impact of future event
Execution risk discount applied to
future event (where positive)
Scenario probabilities
Discount rates
Extent to which future event
is indicative of facts and
circumstances in existence at the
balance sheet date
+/–10
4.1
0.3
(4.1)
(0.3)
39.5
Other: Adjusted recent
financing
price based on past
performance*
306.3
Company-specific milestone
analysis
+/–10
30.6
2.2
(30.6)
(2.2)
147.4
Other: Revenue
multiple*
77.9
Estimate of future recurring
revenues
Selection of comparable
companies
+/–10
7.8
0.6
(7.8)
(0.6)
19.2
Other: DCF*
97.7
Discount rate
Clinical trial and drug approval
success rates
Estimate of value and structure
of a potential pharmaceutical
partnership
Estimate of addressable market
Market share and royalty rates
Probability estimation of liquidity
event
+/–10
9.8
0.7
(9.8)
(0.7)
85.6
Total
1,158.9
116.0
8.4
(116.0)
(8.4)
1,414.6
* Due to the large number of inputs used in the valuation of these assets, unobservable inputs are below a size threshold that would warrant disclosure under IFRS 13,
paragraph 93(d). Due to the large number of inputs, any range of reasonably possible alternative assumptions does not significantly impact the fair value and hence
no valuation sensitivity is required under IFRS 13 paragraph 93(h)(ii).
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
Within the ‘Other: DCF’ category on page 218 is Istesso Limited, whose equity is valued at £80.8m as at 31 December 2022 (2021:
£80.8m). Our estimated range for the value of the Group’s equity investment in Istesso based on this DCF model as at 31 December
2022 is £65.0m to £105.0m (2021: £66.3m to £106.0m).
Within the ‘Adjusted valuation’ category on page 218 is First Light Fusion Limited, whose equity is valued at £114.5m as at 31 December
2022 (2021: £57.3m). The valuation of this company involves an assessment against comparable companies and involves certain key
assumptions around their comparability and First Light’s assumed maturity value. Our estimated range for the value of the Group’s
equity investment in First Light Fusion based on this model as at 31 December 2022 is £92.5m to £185.8m (2021: The company was
valued based on a recent financing price).
In addition to Istesso Limited and First Light Fusion Limited, eight other assets were reviewed by external valuers. The aggregate of the
range of valuations they concluded upon for these assets was £234.7m-£286.5m, and we have selected points within these ranges
which in aggregate total £246.7m.
Change in fair value in the year
2022
£m
2021
£m
Fair value gains
183.3
479.0
Fair value losses
(486.7)
(63.1)
(303.4)
415.9
The Company’s interests in subsidiary undertakings are listed in note 10 to the Company’s financial statements.
Currency risk
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is
quoted, is shown below.
At 31 December 2022
Investments
£m
Sensitivity
+/- 1%
£m
US dollar
102.2
1.0
Australian dollar
49.6
0.5
Euro
3.0
Swedish Krona
1.5
Total
156.3
1.5
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
continued
At 31 December 2021
Investments
£m
Sensitivity
+/- 1%
£m
US dollar
139.0
1.4
Australian dollar
26.6
0.3
Euro
Total
165.6
1.7
14
.
Portfolio: Limited and limited liability partnership interests
Accounting Policy:
Valuations in respect of Limited and Limited Liability Funds are based on IP Group’s share of the Net Asset Value of the fund as per
the audited financial statements prepared by the fund manager. The key judgements in the preparation of these accounts relate
to the valuation of unquoted investments.
Investments in these Limited and Limited Liability Partnerships are recognised at fair value through profit and loss in accordance
with IFRS 9.
‘Changes in fair value of Limited Partnership investments’ per the Group Income Statement represents revaluation gains and
losses on the Group’s investment in Limited Partnership funds.
Fund interests are valued on a net asset basis, estimated based on the managers’ NAVs. Manager’s NAVs apply valuation techniques
consistent with IFRS and are subject to audit (received in arrears of the publication of the Group’s results hence marked as unaudited
in the table below). Managers’ NAVs are usually published quarterly, two to four months after the quarter end. The below table
analyses the fund valuations with reference to manager NAV dates used at 31 December.
Limited & Limited Liability Partnerships
Functional
currency
Status
2022
£m
2021
£m
IPG Cayman Fund L.P.
USD
Unaudited &
Adjusted
80.0
72.6
UCL Technology Fund L.P.
GBP
Unaudited
16.9
17.7
Technikos LLP
GBP
Unaudited
2.7
2.6
Total
99.6
92.9
We reviewed the underlying valuation methodologies adopted by our Fund managers for all Fund investments of material value.
In the Cayman Fund L.P. this includes two investments in which the Group also holds direct shareholdings outside the fund: MOBILion,
Inc. and Carisma Therapeutics, Inc.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
14. Portfolio: Limited and limited liability partnership interests
continued
Following our review of valuation methodologies we were satisfied that the techniques utilised were appropriate, other than in one
instance where our own valuation estimates resulted in a lower valuation. We have therefore adjusted the value of the Group’s NAV in
the IPG Cayman Fund L.P. to reflect this revised valuation, and bring it in line with the valuation applied to the Group’s direct interest in
the company.
Limited & Limited Liability Partnerships movements in year
£m
At 1 January 2022
92.9
Investments during the year
4.6
Distribution from Limited Partnership funds
Change in fair value during the year
8.5
Currency revaluation
(6.4)
At 31 December 2022
99.6
At 1 January 2021
22.2
Investments during the year
3.0
Distribution from Limited Partnership funds
(0.5)
Transfer to equity investments
(3.5)
Recognition of interest in IPG Cayman LP following deconsolidation (see notes 3 and 22)
69.7
Change in fair value during the year
1.8
At 31 December 2021
92.9
The Group considers interests in limited and limited liability partnerships to be level 3 in the fair value hierarchy throughout the
current and previous financial years.
If the assumptions used in the valuation techniques for the Group’s holding in each company are varied by using a range of possible
alternatives, there is no material difference to the carrying value of the respective spin–out company. The effect on the consolidated
statement of comprehensive income for the period is also not expected to be material.
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
15
.
(Loss)/gain on disposal of equity investments
2022
£m
2021
£m
Disposal proceeds
28.1
213.4
Movement in amounts receivable on sale of debt and equity investments
5.8
27.2
Carrying value of investments
(41.7)
(159.1)
(Loss)/profit on disposal
(7.8)
81.5
(Loss)/profit on disposal of investments is calculated as disposal proceeds plus deferred and contingent consideration receivable in
respect of the sale, less the carrying value of the investment at the point of disposal.
The subsequent receipt of deferred and contingent consideration amounts is reflected in the above table as a positive amount of
disposal proceeds and a negative movement in amounts receivable on sale of debt and equity investments, resulting in no overall
movement in profit on disposal.
16
.
Trade and other receivables
Current assets
2022
£m
2021
£m
Trade debtors
2.1
1.7
Prepayments
0.8
0.4
Right of use asset
0.7
1.2
Other receivables
5.2
3.6
Trade and other receivables
8.8
6.9
The directors consider the carrying amount of trade and other receivables to approximate their fair value. All receivables are interest
free, repayable on demand and unsecured.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
17
.
Receivable on sale of debt and equity investments
Accounting Policy:
Consideration in respect of the sale of debt and equity investments may include elements of deferred consideration where
payment is received at a pre–agreed future date, and/or elements of contingent consideration where payment is received
based on, for example, achievement of specific drug development milestones. In such instances, these amounts are designated
at fair value through profit and loss on initial recognition. Any subsequent remeasurement will be recognised as changes in fair
value in the statement of comprehensive income.
2022
£m
2021
£m
Deferred and contingent consideration (non–current)
6.9
31.3
Deferred and contingent consideration (current)
41.3
11.0
Total deferred and contingent consideration
48.2
42.3
The following table summarises the primary valuation basis used to value the deferred consideration:
Investment
Primary Valuation Basis
2022
£m
2021
£m
WaveOptics Limited
Discounted sale amount
28.8
23.9
Enterprise Therapeutics Holdings Limited
Probability-weighted DFC model
12.5
14.0
Athenex, Inc.
Probability-weighted DFC model
5.6
4.2
Reinfer Limited
Discounted sale amount
1.1
Perpetuum Limited
Discounted sale amount
0.2
0.2
Total
48.2
42.3
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
18
.
Trade and other payables
Current liabilities
2022
£m
2021
£m
Trade payables
1.3
0.5
Social security expenses
0.6
1.0
Bonus accrual
2.8
3.3
Lease liability
0.9
1.3
Payable to Imperial College and other third parties under revenue share obligations (see note 20)
7.1
8.4
Other accruals and deferred income
4.2
4.2
Trade and other payables
16.9
18.7
19
.
Borrowings and Loans from Limited Partners of consolidated funds
Current liabilities
2022
£m
2021
£m
Borrowings
6.3
15.4
Total
6.3
15.4
Non–current liabilities
2022
£m
2021
£m
Loans drawn down from the Limited Partners of consolidated funds
19.5
18.7
Borrowings
75.1
36.4
Total
94.6
55.1
Loans drawn down from the Limited Partners of consolidated funds
Accounting Policy:
The Group consolidates the assets of a co–investment fund, IP Venture Fund II LP, which it manages. Loans from third parties of
consolidated funds represent third–party LP loans into this partnership. Under the terms of the Limited Partnership Agreement,
these loans are repayable only upon these funds generating sufficient realisations to repay the Limited Partners. Management
anticipates that the funds will generate the required returns and consequently recognises the full associated liabilities.
The classification of these loans as non–current reflects the forecast timing of returns and subsequent repayment of loans, which is
not anticipated to occur within one year.
As at 31 December, loans from Limited Partners of consolidated funds comprised loans into IP Venture Fund II LP £19.5m (2021: £18.7m).
STRATEGIC REPORT
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
19
.
Borrowings and Loans from Limited Partners of consolidated funds
continued
Borrowings
Accounting Policy:
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
consolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method.
Costs incurred in the course of issuing additional debt are recognised on the balance sheet and charged to the income
statement on a straight line basis over the term of the borrowings.
The Group has expanded its debt facilities in the year with the addition of an agreed borrowing primarily from Phoenix group to an
existing loan from the European Investment Bank which it has used to fund our portfolio of businesses. The terms of the facilities are
summarised below:
Description
Initial
amount
Outstanding
amount
Date drawn
Interest rate
Repayment
terms
Repayment
commencement
date
EIB Facility
£50.0m
£21.9m
Feb 2017
Fixed 3.026%
8 years
Jul 2018
IP Group Series A Notes
£20.0m
£20.0m
Dec 2022
Fixed 5.230%
5 years
Dec 2027
IP Group Series B Notes
£20.0m
£20.0m
Dec 2022
Fixed 5.210%
6 years
Dec 2028
IP Group Series C Notes
£20.0m
£20.0m
Dec 2022
Fixed 5.300%
7 years
Dec 2029
Total
£110.0m
£81.9m
Loans totalling £81.9m (2021: £40.8m) are subject to fixed interest rates and are recognised at amortised cost. The fair value of these
loans as at 31 December 2022 is £76.9m (2021: £43.0m).
In December 2022, the Group issued the first Tranche of £60m of a £120m loan Note Purchase Agreement (“NPA”). The Group has a
further £60m committed borrowing that will be issued in June 2023. The NPA contains the following covenants:
Total equity must be at least £500m as at the Group’s 30 June and 31 December reporting dates
Gross debt less restricted cash must not exceed 25% of total equity as at the Group’s 30 June and 31 December reporting dates
The Group must maintain cash and cash equivalents of not less than £25m at any time
Breach of any of the above covenants constitutes default under the NPA.
The NPA also includes the concept of a ‘Cash Trap’, which is triggered based on conditions listed on page 226. In the event of the
Cash Trap being triggered, the Group is not permitted to pay or declare a dividend, or purchase any of its shares. In addition,
investments are restricted to £2.5m per calendar quarter other than those legally committed to. The Group is also required to place
the net proceeds of all realisations (over a threshold of £1m) into a blocked bank account. Entering a Cash Trap does not constitute a
default under the NPA.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
19
.
Borrowings and Loans from Limited Partners of consolidated funds
continued
A Cash Trap period is entered if any of the following conditions are breached.
Total equity must be at least £750m as at the Group’s 30 June and 31 December reporting dates
Gross debt less restricted cash must not exceed 20% of total equity as at the Group’s 30 June and 31 December reporting dates
The Group must maintain cash and cash equivalents of not less than £50m at any time.
A cash trap period can be remedied by:
Transferring sufficient cash into the restricted cash account so that gross debt less restricted cash exceeds 20% of total equity
If because of low equity of high leverage, once these are restored at a subsequent 30 June or 31 December measurement date
If because of low liquidity, once two month-ends have passed with liquidity > £50m
The EIB loan contains a debt covenant requiring that the ratio of the total fair value of IP Group investments plus cash and qualifying
liquidity to debt should at no time fall below 6:1. The Group must maintain that the amount of unencumbered funds freely available
to the Group set with reference to the outstanding EIB facility which was £21.9m at December 2022 (2021 £39.9m). The loan also
stipulates that on any date, the aggregate of all amounts scheduled for payment to the EIB in the following six months should be kept
in a separate bank account, which totalled £3.5m on 31 December 2022 (2021: £9.4m) The Group is required to maintain a minimum
cash balance of £13.1m (2001: £30m).
The Group closely monitors that the covenants are adhered to on an ongoing basis and has complied with these covenants
throughout the year. The Group will continue to monitor the covenants’ position against forecasts and budgets to ensure that it
operates within the prescribed limits.
The 2022 NPA includes fixed and floating charges over the Company’s assets, details of which are available on Companies House.
The maturity profile of the borrowings including undiscounted cash flows and fixed interest was as follows:
2022
£m
2021
£m
Due within 6 months
4.8
8.3
Due 6 to 12 months
4.8
8.2
Due 1 to 5 years
48.4
38.5
Due after 5 years
43.1
Total
1
101.1
55.0
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
19
.
Borrowings and Loans from Limited Partners of consolidated funds
continued
The maturity profile of the borrowings was as follows:
2022
£m
2021
£m
Due within 6 months
3.1
7.7
Due 6 to 12 months
3.2
7.7
Due 1 to 5 years
35.6
36.4
Due after 5 years
40.0
Total
1
81.9
51.8
1
These are gross amounts repayable and exclude amortised costs of £0.5m (2021: £nil) incurred on obtaining the Phoenix loans, these are amortised on a straight line
basis over the life of the borrowings.
A reconciliation in the movement in borrowings is as follows:
2022
£m
2021
£m
At 1 January
51.8
67.3
Amortisation of costs
(0.1)
Capitalised loan costs
(0.6)
Repayment of debt
(29.8)
(15.4)
New borrowings
60.0
At 31 December
81.4
51.8
There were no non–cash movements in debt.
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
20
.
Revenue share liability
Accounting Policy:
The Group provides for liabilities in respect of revenue sharing obligations arising under the former Technology Pipeline
Agreement with Imperial College London. Under this agreement, the Group received founder equity in spin out companies
from Imperial College, and following a sale of such founder equity, a pre–specified “revenue share” (typically 50%) is payable
to Imperial College and other third parties. The liability for this revenue share, based on fair value, is recognised as part of the
movement in fair value through profit or loss (see note 13 for further details).
2022
£m
2021
£m
Current liabilities:
revenue share liability (note 18)
7.1
8.4
Non–current liabilities:
revenue share liability (note 13)
13.0
13.1
Revenue share liability
20.1
21.5
Prior to 2018, the Group operated the Technology Transfer Office of Imperial College, under a contract referred to as the Technology
Pipeline Agreement (“TPA”). Under the terms of this TPA, the Group owns licences, patents and equity in spin–out companies
generated through IP commercialised from Imperial College but is subject to various revenue–sharing arrangements whereby
income generated from this IP is shared with Imperial College (and other third parties where they have provided funding to research
which is subsequently commercialised). These are categorised into short-term and long-term liabilities as follows:
Short-term liabilities: Revenue share arrangement
These represent a share of invoiced revenue in respect of licences and patents governed by the TPA, and a share of proceeds from
the disposal of equity where a disposal of equity which is subject to revenue share (see further details below) has taken place. The
maturity date on such liabilities is typically less than six months.
Long-term liabilities: Revenue share arrangement
Under the Group’s former Technology Pipeline Agreement with Imperial College London, the Group received founder equity in spin
out companies from Imperial College. Following any sale of such founder equity stakes, a pre–specified revenue share (typically
50%) is payable to Imperial College and other third parties. As at 31 December 2022, £13.0m of our equity investment were payable
to Imperial College and other third parties on their disposal under these arrangements (i.e. 50% of a gross investment amount
of approximately £26m) (2021: £13.1m). A corresponding non–current liability is recognised in respect of these revenue sharing
obligations based on the fair value of the related assets. There is no fixed maturity on the liability as its value is crystalised on sale of
the linked portfolio equity investment.
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
21
.
Share capital
Accounting policy:
Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group’s assets
after deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
returns through capital growth over the medium to long–term. The Group considers its capital to comprise its share capital, share
premium, merger reserve and retained earnings.
2022
2021
Issued and fully paid:
Number
£m
Number
£m
Ordinary shares of 2p each
At 1 January
1,063,033,287
21.3
1,062,353,734
21.3
Issued in respect of scrip dividend
154,718
679,553
Share capital at 31 December
1,063,188,005
21.3
1,063,033,287
21.3
Existing treasury shares at 1 January
(22,279,127)
(0.4)
Purchase of treasury shares
(7,429,494)
(0.1)
(22,279,127)
(0.4)
Transfer of shares in respect of scrip dividend
330,851
Shares transferred out of treasury for SAYE
497,249
Settlement of employee share-based payments
770,148
Outstanding at 31 December
1,035,077,632
20.8
1,040,754,160
20.9
The Company has one class of ordinary shares with a par value of 2p (“Ordinary Shares”) which carry equal voting rights, equal rights
to income and distributions of assets on liquidation, or otherwise, and no right to fixed income.
During 2022, the Company purchased 7,429,494 ordinary shares, with an aggregate value of £8.0m, and they are held in treasury.
Retained profits have been reduced by £7.9m, being the net consideration paid for these shares, including the expenses directly
relating to the treasury share purchase.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
22
.
Deconsolidation and disposal of subsidiaries
In November 2021 the Group sold the subsidiary IP Group Inc. to the local management team for nil consideration. The net assets on
disposal were £0.8m, of which £0.6m was cash. The transaction gave rise to a £0.8m loss on disposal. No shares were retained in IP
Group inc.
Total loss on deconsolidation/disposal:
2022
£m
2021
£m
Deconsolidation of IPG Cayman LP
(3.0)
IPG Cayman LP
(0.8)
Total income statement amount
(3.8)
In 2021, the Group determined that it no longer controlled IPG Cayman LP. The rationale for IPG Cayman LP’s re–categorisation as a
non–consolidated fund is set out in note 2. The impact of this change is to de–recognise the underlying assets and liabilities of IPG
Cayman LP from November 2021, and instead recognise the Group’s 58.1% share in the fund, with the following impact on the financial
statements:
IPG Cayman LP net assets de–recognised
2022
£m
2021
£m
Equity investments
109.4
Debt investments
3.3
Trade and other receivables
0.2
Cash and cash equivalents
6.6
Non–controlling interest
(4.7)
Trade and other payables
(0.6)
Loans from limited partners of consolidated funds
(41.5)
Net assets de–recognised
72.7
Amounts recognised: Limited liability partnership interest as at 30 November 2022 (see note 24)
69.7
Loss on deconsolidation:
(3.0)
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
23
.
Share–based payments
In 2022, the Group continued to incentivise employees through its LTIP and AIS. Both are described in more detail in the Directors’
Remuneration Report on pages 140 to 162.
Deferred bonus share plan (“DBSP”)
Awards made to employees under the Group’s AIS above a certain threshold include 50% deferred into IP Group equity through the
grant of nil–cost options under the Group’s DBSP. The number of nil–cost options granted under the Group’s DBSP is determined by
the share price at the vesting date. The DBSP options are subject to further time–based vesting over two years (typically 50% after
year one and 50% after year two).
An analysis of movements in the DBSP options outstanding is as follows:
Number of
options
2022
Weighted-
average
exercise
price
2022
Number of
options
2021
Weighted-
average
exercise
price
2021
At 1 January
1,311,615
743,489
AIS deferral shares award during the year
2,066,174
975,254
Exercised during the year
(821,107)
(407,128)
Forfeit during the year
At 31 December
2,556,682
1,311,615
Exercisable at 31 December
2,881
10,699
770,148 shares were transferred from treasury in respect of DBSP scheme during the year, comprising 760,933 DBSP options exercised
on 25th April 2022 and a further 9,215 shares added to reflect scrip dividends issued since the original DBSP award. A further 60,174
shares were exercised in December 2022.
The options outstanding at 31 December 2022 had an exercise price of £nil (2021: £nil) and a weighted–average remaining
contractual life of 0.6 years (2021: 0.6 years).
The weighted average share price at the date of exercise for share options exercised in 2022 was 84.4p (2021: 121.3p).
As the 2022 AIS financial performance targets were met and as the number of DBSP options to be granted in order to defer such
elements of the AIS payments as are required under our remuneration policy are based on a percentage of employees’ salary, the
share–based payments line includes the associated share–based payments expense incurred in 2022.
IP Group Restricted Share Plan (“RSP”)
As set out in the Remuneration Policy approved by shareholders in 2022, a Restricted Share Plan was introduced in 2022 to replace
the previous LTIP structure. Vesting of these awards will take place over a three-year period commencing on 1 April 2023. Any RSP
awards that vest will be subject to a further two-year holding period. Vesting will be subject to a financial underpin based on NAV
growth over the vesting period. For 2022 awards, the financial underpin has been set such that NAV per share on the vesting date
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
must be no lower than 100% of NAV per share on the award date, after making appropriate adjustments for dividends, buy-backs and
any other distributions. Further information on the Group’s RSP is set out in the Directors’ Remuneration Report on pages 140 to 162.
23
.
Share–based payments
continued
The 2022 RSP awards were made on 28 June 2022. The awards will ordinarily vest on 31 March 2025, to the extent that the
performance conditions have been met.
The movement in the number of shares conditionally awarded under the RSP is set out below:
Number of
options
2022
Weighted-
average
exercise
price
2022
Number of
options
2021
Weighted-
average
exercise
price
2021
At 1 January
Lapsed during the year
Forfeited during the year
(74,235)
Notionally awarded during the year
3,532,744
At 31 December
3,458,509
Exercisable at 31 December
The options outstanding at 31 December 2022 had an exercise price in the range of £nil and a weighted–average remaining
contractual life of 4.2 years.
The fair value of the RSP shares notionally awarded in 2022 was calculated using the Finnerty pricing model with the following key
assumptions:
2022
2021
IP Group share price as of valuation date
£0.558
£1.254
Exercise price
£nil
£nil
Indicated Discount for Lack of Marketability
14.7%
n/a
Adjusted probability assigned for performance conditions
20.0%
n/a
Fair value at grant date
£0.21
£0.35
Pre 2022 IP Group Long Term Incentive Plan (“LTIP”)
Awards under the LTIP take the form of conditional awards of ordinary shares of 2p each in the Group which vest over the prescribed
performance period to the extent that performance conditions have been met. The Remuneration Committee imposes objective
conditions on the vesting of awards and these take into consideration the guidance of the Group’s institutional investors from time to
time. Further information on the Group’s LTIP is set out in the Directors’ Remuneration Report on pages 140 to 162.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
23
.
Share–based payments
continued
The 2021 LTIP awards were made on 6 May 2021. The awards will ordinarily vest on 31 March 2024, to the extent that the performance
conditions have been met. The awards are based on the performance of the Group’s NAV and Total Shareholder Return (“TSR”). Both
performance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
shown in the Directors’ Remuneration Report within the Group’s 2021 Annual Report and Accounts. The total award is subject to an
underpin based on the relative performance of the Group’s TSR to that of the FTSE 250 index, which can reduce the awards by up to
50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
event of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2021 to 31 December 2023, and TSR increasing by
15% per year on a cumulative basis from the date of award to 31 March 2024, using an industry–standard average price period at the
beginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior to
the application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
periods (“threshold performance”). A straight–line sliding scale is applied for performance between the distinct points on the matrix
of vesting targets.
The 2020 LTIP awards were made on 19 June 2020. The awards will ordinarily vest on 31 March 2023, to the extent that the performance
conditions have been met. The awards are based on the performance of the Group’s NAV and Total Shareholder Return (“TSR”). Both
performance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
shown in the Directors’ Remuneration Report within the Group’s 2020 Annual Report and Accounts. The total award is subject to an
underpin based on the relative performance of the Group’s TSR to that of the FTSE 250 index, which can reduce the awards by up to
50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
event of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2020 to 31 December 2022, and TSR increasing
by 15% per year on a cumulative basis from the date of award to 31 March 2023, using an industry–standard average price period at
the beginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior
to the application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
periods (“threshold performance”). A straight–line sliding scale is applied for performance between the distinct points on the matrix
of vesting targets.
The 2019 LTIP awards partially met the threshold performance target and 3,529,818 number vested, 2,534,571 lapsed on 31 March 2022.
NAV growth to 31 December 2021 was above the minimum threshold and below the maximum threshold. The one-month average
share price at 31 March 2022 was below lower TSR target and that of the FTSE 250 TSR performance. The performance measures were
achieved in full however the underpin was only partially achieved, as a result 51.1% of the 2019 LTIP awards vested on 31 March 2022.
Vested shares are subject to a further two-year holding period until 31/03/2024 and will be issued to participants only at the end of
this period.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
23
.
Share–based payments
continued
The table below sets out the performance measures relating to the 2019 LTIP awards and the actual performance achieved.
Performance condition
Target
Performance
Actual
Performance
NAV (at 31 Dec 2021)
8%: £1.52bn
£1.77bn
15%: £1.84bn
(+13.3% p.a.)
Annual TSR (share price)
8%: 119.6p
95p
15%: 144.4p
(–1.3% p.a. growth)
Comparative TSR
FTSE 250 +7.1%
IP Group –8.4%
The movement in the number of shares conditionally awarded under the LTIP is set out below:
Number of
options
2022
Weighted-
average
exercise
price
2022
Number of
options
2021
Weighted-
average
exercise
price
2021
At 1 January
17,113,631
18,853,309
Lapsed during the year
(2,534,571)
(4,753,071)
Forfeited during the year
(89,021)
(1,790,049)
Notionally awarded during the year
4,803,442
At 31 December
14,490,039
17,113,631
Exercisable at 31 December
3,529,818
The options outstanding at 31 December 2022 had an exercise price in the range of £nil (2021: £nil) and a weighted–average
remaining contractual life of 2.0 years (2021: 1.1 years).
The fair value of LTIP shares awarded in 2021 and 2020 for which a charge has been recognised in the year was calculated using
Monte Carlo pricing models with the following key assumptions:
2021
2020
Share price at date of award
£1.254
£0.614
Exercise price
£nil
£nil
Fair value at grant date
£0.35
£0.20
Expected volatility (median of historical 50-day moving average)
39%
38%
Expected life (years)
3.0
3.0
Expected dividend yield
0%
0%
Risk-free interest rate
0.3%
(0.1%)
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
23
.
Share–based payments
continued
Former Touchstone LTIPs
In 2017, as a result of the combination with Touchstone, award holders under existing Touchstone long term incentive share schemes
were entitled to receive 2.2178 new IP Group shares in exchange for each Touchstone share, an exchange ratio set out in the offer
document for the acquisition (the “exchange ratio”).
2016 schemes:
It was proposed that, given the short period of time since grant, awards would not become exercisable in connection with the Offer
and therefore that no progress towards meeting performance targets had been made. Instead award holders were offered the
opportunity to release their awards in exchange for the grant of a replacement award of equivalent value over shares in IP Group
and the exercise price was set at 3.33p divided by the exchange ratio. The vesting dates on the replacement awards remained the
same as the original award, being 1 December 2020, 1 December 2021 and 1 December 2022. The replacement awards are subject to
performance conditions adjusted from those attaching to the original Touchstone award as follows: a) the Net Asset Value (“NAV”)
condition will be adjusted to reflect Touchstone’s portfolio being part of the enlarged Group following the acquisition and b) the Total
Shareholder Return (“TSR”) condition will be adjusted so that TSR shall be measured by reference to the performance of IP Group
shares over the performance period with the starting share price for such purpose being adjusted by dividing the existing starting
share price of 290p by the exchange ratio detailed above. The TTO specific targets remain the same.
Number of
options
2022
Weighted-
average
exercise
price
2022
Number of
options
2021
Weighted-
average
exercise
price
2021
At 1 January
102,033
0.01
386,794
0.01
Forfeited during the year
0.01
0.01
Lapsed during the year
(91,064)
0.01
(258,958)
0.01
Vested during the year
(10,969)
0.01
(25,803)
0.01
At 31 December
0.01
102,033
0.01
Exercisable at 31 December
There were no options outstanding at 31 December 2022, (2021: exercise price of 1.366p and a weighted-average remaining
contractual life of 0.9 years).
2006 schemes:
Holders of 2006 Touchstone awards were offered the opportunity to release each of their awards in exchange for the grant of a
replacement award of equivalent value over shares in IP Group. The exercise period and time–based vesting provisions for the
replacement awards remained the same as the original Touchstone awards but the shareholder return performance condition will
be updated by reference to the exchange ratio. Awards under the 2006 scheme were exercisable to some extent at the time of the
grant of replacement awards, subject to meeting the applicable vesting conditions.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
23
.
Share–based payments
continued
Number of
options
2022
Weighted–
average
exercise
price
2022
Number of
options
2021
Weighted–
average
exercise
price
2021
At 1 January
1,078,099
2.13
1,078,099
2.13
At 31 December
1,078,099
2.13
1,078,099
2.13
Exercisable at 31 December
1,078,099
2.13
1,078,099
2.13
The options outstanding at 31 December 2022 had an exercise price of £2.13 (2021: £2.13) and a weighted–average remaining
contractual life of 1.9 years (2021: 2.9 years).
The fair value charge recognised in the statement of comprehensive income during the year in respect of all share–based
payments, including the DBSP, LTIP and Former Touchstone LTIP, was £2.9m (2021: £2.6m).
24
.
Long–term incentive carry scheme – Carried interest plan liability
Accounting Policy:
The Group operates a number of Long Term Incentive Carry Schemes (“LTICS”) for eligible employees which may result in
payments to scheme participants relating to returns from investments.
Under the Group’s LTICS arrangements, a profit–sharing mechanism exists whereby if a specific vintage delivers returns in excess
of the base cost of investments together with an agreed hurdle rate, scheme participants receive a share of excess returns. Of
the Group’s total equity and debt investments, 66.6% are included in LTICS arrangements (2021: 44.8%).
The calculation of the liability in respect of the Group’s LTICS is derived from the fair value estimates for the relevant portfolio
investments and does not involve significant additional judgement (although the fair value of the portfolio is a significant
accounting estimate). The actual amounts of carried interest paid will depend on the cash realisations of individual vintages,
and valuations may change significantly in the next financial year. Movements in the liability are recognised in the consolidated
statement of comprehensive income.
2022
£m
2021
£m
At 1 January
33.1
19.3
Charge for the year
12.0
17.2
Payments made in the year
(1.0)
(3.4)
At 31 December
44.1
33.1
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
25
.
Related party transactions
The Group has various related parties arising from its key management, subsidiaries and equity stakes in portfolio companies.
A) Key management transactions
(i) Key management personnel transactions
The following key management held shares in the following spin–out companies as at 31 December 2022:
Director/ PDMR
Company name
Number
of shares
held at
1 January
2022
Number
of shares
acquired/
(disposed
of) in the
period
Number
of shares
held at
31 December
2022
%
Greg Smith
Alesi Surgical Limited
2
2
<0.1%
Crysalin Limited
1
149
149
<0.1%
Diurnal Group plc
2
15,000
(15,000)
0.00%
EmDot Limited
1
4
4
0.23%
Istesso Limited – A Shares
313,425
313,425
0.28%
Itaconix plc
4,500
4,500
<0.1%
Mirriad Advertising plc
16,667
16,667
<0.1%
Oxbotica Limited
8
8
<0.1%
Oxford Nanopore Technologies plc
27,008
27,008
<0.1%
Rio AI Limited
4
144,246
144,246
<0.1%
Surrey Nanosystems Limited
88
88
<0.1%
Tissue Regenix Group plc
50,000
50,000
<0.1%
Xeros Technology Group plc
13
13
<0.1%
David Baynes
Alesi Surgical Limited
4
4
<0.1%
Arkivum Limited
377
377
<0.1%
Creavo Medical Technologies Limited
1
46
46
<0.1%
Diurnal Group plc
2
73,000
(73,000)
0.00%
Mirriad Advertising plc
16,667
16,667
<0.1%
Oxford Nanopore Technologies plc
2,784
2,784
<0.1%
Ultraleap Holdings Limited
2,600
2,600
<0.1%
Zeetta Networks Limited
424
424
0.11%
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Director/ PDMR
Company name
Number
of shares
held at
1 January
2022
Number
of shares
acquired/
(disposed
of) in the
period
Number
of shares
held at
31 December
2022
%
Mark Reilly
Actual Experience plc
28,000
28,000
<0.1%
AudioScenic Limited
53
53
<0.1%
Bramble Energy Limited
16
16
<0.1%
Diffblue Limited
3
8,038
8,038
<0.1%
Diurnal Group plc
2
7,500
(7,500)
0.00%
Itaconix plc
377,358
377,358
<0.1%
Mirriad Advertising plc
66,666
66,666
<0.1%
Oxbotica Limited
8
8
<0.1%
Ultraleap Holdings Limited
1,700
1,700
<0.1%
Sam Williams
Accelercomm Limited
127
127
<0.1%
Alesi Surgical Limited
1
1
<0.1%
Centessa Pharmaceuticals plc
3,247
3,247
<0.1%
Creavo Medical Technologies Limited
1
23
23
<0.1%
Diurnal Group plc
2
113,819
(113,819)
0.00%
Genomics plc
333
333
<0.1%
Ibex Innovations Limited
1,701
1,701
<0.1%
Istesso Limited
7,048,368
7,048,368
8.89%
Microbiotica Limited
7,000
7,000
<0.1%
Mirriad Advertising plc
3,333
3,333
<0.1%
Oxbotica Limited
3
3
<0.1%
Oxehealth Limited
33
33
<0.1%
Oxford Nanopore Technologies plc
18,540
18,540
<0.1%
Topivert Limited
1
1,000
1,000
<0.1%
Ultraleap Holdings Limited
558
558
<0.1%
Joyce Xie
Bramble Energy Limited
88
88
<0.1%
Creavo Medical Technologies Limited
1
21
21
<0.1%
Istesso Limited
4,504
4,504
<0.1%
Mirriad Advertising plc
4,839
4,839
<0.1%
Ultraleap Holdings Limited
1,585
1,585
<0.1%
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Director/ PDMR
Company name
Number
of shares
held at
1 January
2022
Number
of shares
acquired/
(disposed
of) in the
period
Number
of shares
held at
31 December
2022
%
Lisa Patel
Alesi Surgical Limited
1
1
<0.1%
Creavo Medical Technologies Limited
1
23
23
<0.1%
Diurnal Group plc
2
37,500
(37,500)
0.00%
Istesso Limited
3,477,833
3,477,833
4.39%
Microbiotica Limited
3,000
3,000
<0.1%
Mirriad Advertising plc
3,333
3,333
<0.1%
Oxford Nanopore Technologies plc
9,453
9,453
<0.1%
Topivert Limited
1
1,000
1,000
<0.1%
Ultraleap Holdings Limited
1,317
1,317
<0.1%
Elizabeth
Vaughan-Adams
Amaethon Limited – Ordinary Shares
1
2
2
<0.1%
Amaethon Limited – A Ordinary Shares
8
8
<0.1%
Amaethon Limited – B Shares
929
929
<0.1%
Bramble Energy Limited – A Ordinary Shares
2
2
<0.1%
Creavo Medical Technologies Limited
1
23
23
<0.1%
Crysalin Limited
1
100
100
<0.1%
Deep Matter Group plc
82,393
1,655,440
1,737,833
<0.1%
Diurnal Group plc
2
4,844
(4,844)
0.00%
Emdot Limited
1
3
3
<0.1%
First Light Fusion Limited
77
77
<0.1%
Istesso Limited – A Shares
218,448
218,448
0.19%
Mirriad Advertising plc
4,941
4,941
<0.1%
Oxford Nanopore Technologies plc
4,500
4,500
<0.1%
Rio AI Limited
4
2,258,185
13,986,014
16,244,199
<0.1%
Surrey Nanosystems Limited
53
53
<0.1%
Tissue Regenix Group plc
75,599
75,599
<0.1%
Ultraleap Holdings Limited
400
400
<0.1%
25
.
Related party transactions
continued
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Director/ PDMR
Company name
Number
of shares
held at
1 January
2022
Number
of shares
acquired/
(disposed
of) in the
period
Number
of shares
held at
31 December
2022
%
Angela Leach
Amaethon Limited – Ordinary Shares
1
2
2
<0.1%
Amaethon Limited – B Shares
1,394
1,394
<0.1%
Amaethon Limited – A Ordinary Shares
12
12
<0.1%
Alesi Surgical Limited
2
2
<0.1%
AudioScenic Limited
53
53
<0.1%
Barocal Limited
1,010
1,010
<0.1%
Boxarr Limited
102
102
<0.1%
Bramble Energy Limited
8
5
13
<0.1%
Creavo Medical Technologies Limited
1
23
23
<0.1%
Crysalin Limited
1
149
149
<0.1%
Deep Matter Group plc
68,101
68,101
<0.1%
Diffblue Limited
644
644
<0.1%
Diurnal Group plc
2
11,500
(11,500)
0.00%
Emdot Limited
1
4
4
0.23%
Featurespace Limited
240
240
<0.1%
First Light Fusion Limited
27
27
<0.1%
Ieso Digital Health Limited – B2 Preferred Shares
29
29
<0.1%
Istesso Limited – A Shares
322,923
322,923
0.28%
Itaconix plc
4,500
4,500
<0.1%
Mirriad Advertising plc
16,667
16,667
<0.1%
Mixergy Limited
206
206
<0.1%
Oxbotica Limited
3
3
<0.1%
Oxford Nanopore Technologies plc
37,880
29
37,909
<0.1%
OxONN Limited
20,000
20,000
<0.1%
Rio AI Limited
4
180,308
180,308
<0.1%
Sunborne Systems Limited
2
2
<0.1%
Surrey Nanosystems Limited
78
78
<0.1%
Tissue Regenix Group plc
146,791
146,791
<0.1%
Ultraleap Holdings Limited
500
500
<0.1%
Xeros Technology Group plc
16
16
<0.1%
25
.
Related party transactions
continued
STRATEGIC REPORT
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240
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OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Director/ PDMR
Company name
Number
of shares
held at
1 January
2022
Number
of shares
acquired/
(disposed
of) in the
period
Number
of shares
held at
31 December
2022
%
Chris Glasson
8Power Limited
400
400
<0.1%
Audioscenic Limited
967
967
<0.1%
Creavo Medical Technologies Limited
1
105
105
<0.1%
Istesso Limited
9,009
9,009
<0.1%
Mirriad Advertising plc
8,064
8,064
<0.1%
Oxbotica Limited
34
34
<0.1%
Oxehealth Limited
328
328
<0.1%
Topivert Limited – B2 Preferred Shares
1
3,000
3,000
<0.1%
Ultraleap Holdings Limited
1,585
1,585
<0.1%
Moray Wright
Mirriad Advertising plc
73,664
73,664
<0.1%
OxSyBio Limited
1
20
20
<0.1%
Anthony York
Diffblue Limited
179
179
<0.1%
1
Company being closed down.
2
Acquired by Neurocrine in November 2022.
3
Restated opening position.
4
Previously called Ditto AI Limited.
Updated policy for Executive Director holdings in Portfolio Companies
As described in in the Directors’ Remuneration Report on pages 140 to 162, a new policy for Executive Director shareholdings in
portfolio companies was agreed during the year under which:
New direct investments in portfolio companies by executive directors are prohibited, with the exception of the take-up of
pre-emption rights which relate to existing portfolio company shareholdings. Both Mr Smith and Mr Baynes are covered by
this policy.
Mr Smith and Mr Baynes have voluntarily submitted to an additional binding condition such that any net proceeds received
as a result of realisations from direct holdings in portfolio companies that exceed £250,000 will be used to purchase shares in
IP Group, until such time as they meet the Minimum Shareholding Requirement set for their role (currently 350% of annual salary
for Mr Smith, 250% for Mr Baynes).
25
.
Related party transactions
continued
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
25
.
Related party transactions
continued
(ii) Key management personnel compensation
Key management personnel compensation comprised the following:
2022
£000
2021
£000
Short–term employee benefits
1
3,918
4,016
Post–employment benefits
2
99
72
Other long–term benefits
Termination benefits
Share–based payments
3
1,374
1,325
Total
5,391
5,413
1
Represents key management personnel’s base salaries, benefits including cash in lieu of pension where relevant, and the cash–settled element of the Annual
Incentive Scheme.
2
Represents employer contributions to defined contribution pension and life assurance plans.
3
Represents the accounting charge for share-based payments, reflecting LTIP and DBSP options currently in issue as part of these schemes. See note 23 for a detailed
description of these schemes.
B) Portfolio companies
(i) Services
The Group earns fees from the provision of business support services and corporate finance advisory services to portfolio
companies in which the Group has an equity stake. Through the lack of control over portfolio companies these fees are considered
arm’s length transactions. The following amounts have been included in respect of these fees:
Statement of comprehensive income
2022
£m
2021
£m
Revenue from services
0.2
0.3
Statement of financial position
2022
£m
2021
£m
Trade receivables
0.2
STRATEGIC REPORT
OUR GOVERNANCE
242
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
25
.
Related party transactions
continued
(ii) Investments
The Group makes investments in the equity and debt of unquoted and quoted investments where it does not have control but may
be able to participate in the financial and operating policies of that company. It is presumed that it is possible to exert significant
influence when the equity holding is greater than 20%. The Group has taken the Venture Capital Organisation exception as
permitted by IAS 28 and not recognised these companies as associates, but they are related parties. The total amounts included for
investments where the Group has significant influence but not control are as follows:
Statement of comprehensive income
2022
£m
2021
£m
Net portfolio gains
75.0
56.5
Statement of financial position
2022
£m
2021
£m
Equity and debt investments
651.6
444.6
C) Subsidiary companies
Subsidiary companies that are not 100% owned either directly or indirectly by the parent company have intercompany balances with
other Group companies totalling as follows:
2022
£m
2021
£m
Intercompany balances with other Group companies
2.1
2.4
These intercompany balances represent funding loans provided by Group companies that are interest free, repayable on demand
and unsecured.
26
.
Capital management
The Group’s key objective when managing capital is to safeguard the Group’s ability to continue as a going concern so that it can
continue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital in proportion
to risk. The Group manages the capital structure, and makes adjustments to it, in light of changes in economic conditions and the
risk characteristics of its underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of
issued share capital, issue or repay debt and dispose of interests in portfolio companies.
During 2022, the Group’s strategy, which was unchanged from 2021, was to maintain an appropriate level of cash and short-term
deposit balances in line with the Group’s capital allocation plans, whilst having sufficient cash reserves to meet working capital
requirements in the foreseeable future.
The Group has external borrowings with associated covenants that are described in note 19. These include covenants around the
Group’s minimum equity and maximum debt/equity ratio. Consideration is given to the level of headroom against these covenants
as part of the Group’s capital allocation process where planning corporate actions such as dividends and share buy-backs which
have an impact on the headroom level.
STRATEGIC REPORT
OUR GOVERNANCE
243
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
27
.
Capital commitments
Commitments to Limited Partnerships
Pursuant to the terms of their Limited Partnership agreements, the Group has committed to invest the following amounts into Limited
Partnerships as at 31 December 2022:
Year of
commencement
of commitment
Commitment
£m
Invested to
date
£m
Remaining
commitment
£m
IP Venture Fund II LP
2013
10.0
9.8
0.2
UCL Technology Fund LP
2016
24.8
22.4
2.4
IP Cayman LP
2021
8.3
8.3
Total
43.1
40.5
2.6
28
.
Dividends
2022 pence
per share
£m
2021 pence
per share
£m
Ordinary shares
Interim dividend
0.50
5.3
0.48
5.1
Final dividend
0.72
7.4
1.0
10.7
Dividends paid to equity owners in the financial year
1.22
12.7
1.48
15.8
Proposed final dividend at financial year end
0.76
7.9
Of the £12.7m dividends paid in 2022, £12.3m was settled in cash and £0.4m was settled via the issue of equity under the Group’s scrip
programme (2021: £15.8m dividends, £15.0m settled in cash, £0.8m settled via the issue of equity).
The proposed final dividend was recommended by the Board of Directors on 7 March 2023 and is subject to the approval of
shareholders at the 2023 AGM to be held on 15 June 2023. The proposed dividend has not been included as a liability as at 31
December 2022, in accordance with IAS 10 “Events after the reporting period”. It will be paid on 22 June 2023 to shareholders who are
on the register of members at close of business on 26 May 2023.
STRATEGIC REPORT
OUR GOVERNANCE
244
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
29
.
Alternative performance measures (“APM”)
continued
IP Group management believes that the alternative performance measures included in this document provide valuable information
to the readers of the financial statements as they enable the reader to identify a more consistent basis for comparing the business’
performance between financial periods and provide more detail concerning the elements of performance which the managers of
the Group are most directly able to influence or are relevant for an assessment of the Group. They also reflect an important aspect of
the way in which operating targets are defined and performance is monitored by the directors. These measures are not defined by
IFRS and therefore may not be directly comparable with other companies’ APMs, including those in the Group’s industry. APMs should
be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements.
The directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and
position of the Group. Consequently, APMs are used by the directors and management for performance analysis, planning, reporting
and incentive–setting purposes.
Calculation
APM
Reference for
reconciliation
Definition and purpose
2022
£m
2021
£m
NAV per
share
1
Primary
statements,
note 21
NAV per share is defined as Net Assets divided by the number of
outstanding shares.
The measure shows net assets managed on behalf of shareholders by
the Group per outstanding share.
NAV per share is a standard measure used within our peer group and
can be directly compared with the Group’s share price.
NAV
£1,376.1m
£1,738.1m
Shares in issue
1,035,077,632
1,040,754,160
NAV per share
132.9p
167.0p
Return on
NAV
Primary
statements
note 4
Return on NAV is defined as the total comprehensive income or loss
for the year excluding charges which do not impact on net assets,
specifically share–based payment charges.
The measure shows a summary of the income statement gains and
losses which directly impact NAV.
Total
comprehensive
income
(344.0)
449.6
Excluding:
Share-based
payment charge
2.9
2.6
Return on NAV
(341.1)
452.2
Net portfolio
gains
note 13, 15, 22
Net portfolio gains are defined as the movement in the value of
holdings in the portfolio due as a result of realised and unrealised gains
and losses.
The measure shows a summary of the income statement gains and
losses which are directly attributable to the Total Portfolio (see definition
on page 246), which is a headline measure for the Group’s portfolio
performance.
This is a key driver of the Return on NAV which is a performance metric
for directors’ and employees’ incentives.
Change in
fair value of
equity and debt
investments
(303.4)
415.9
Gain on disposal
of equity
investments
(7.8)
81.5
Change in fair
value of LP
interests
2
2.1
1.8
Net portfolio
gains
(309.1)
499.2
STRATEGIC REPORT
OUR GOVERNANCE
245
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Calculation
APM
Reference for
reconciliation
Definition and purpose
2022
£m
2021
£m
Total
portfolio
Consolidated
statement
of financial
position,
note 13,14
Total portfolio is defined as the total of equity investments, debt
investments and investments in LPs.
This measure represents the aggregate balance sheet amounts
which the Group considers to be its investment portfolio, and which
is described in further detail within the portfolio review section of the
strategic report.
Equity
investments
1,120.8
1,391.8
Debt investments
38.1
22.8
LP interests
99.6
92.9
Total Portfolio
1,258.5
1,507.5
Portfolio
investment
3
Primary
statements
Portfolio investment is defined as the purchase of equity and debt
investments plus investments into limited participation interests.
This gives a combined measure of investment into the Group’s portfolio.
Purchase of
equity and debt
investments
(88.9)
(103.7)
Investment in
limited and
limited liability
partnerships
(4.6)
(3.0)
Portfolio
investment
(93.5)
(106.7)
Net
overheads
Financial
review,
note 8
Net overheads are defined as the Group’s core overheads less
operating income. The measure reflects the Group’s controllable net
operating “cash–equivalent” central cost base.
Net overheads exclude items such as share–based payments and
consolidated portfolio company costs.
Other income
7.1
13.6
Other
administrative
expenses
(27.4)
(33.2)
Excluding:
Administrative
expenses –
consolidated
portfolio
companies
0.1
0.1
Net overheads
(20.2)
(19.5)
29
.
Alternative performance measures (“APM”)
continued
STRATEGIC REPORT
OUR GOVERNANCE
246
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Calculation
APM
Reference for
reconciliation
Definition and purpose
2022
£m
2021
£m
Gross
cash and
deposits
Primary
statements
Cash and deposits is defined as cash and cash equivalents plus deposits.
The measures give a view of the Group’s liquid resources on a short–
term timeframe. The Group’s Treasury Policy has a maximum maturity
limit of 13 months for deposits.
Cash and cash
equivalents
88.7
105.7
Deposit
152.8
216.2
Cash
241.5
321.9
(Loss)/profit
excluding
ONT
4
Primary
statements
(Loss)/profit excluding ONT is defined as the Groups (loss)/profit for the
year (after tax) excluding the (loss)/profit on the investment held in
Oxford Nanopore publicly quoted shares both realised and unrealised.
(Loss)/gain for
the year
(344.5)
499.2
Excluding:
Change in fair
value of equity
investment in
Oxford Nanopore
369.7
(297.1)
Profit for the year
25.2
202.1
1
In prior years Hard NAV was used to measure performance, now due to the immaterial size of intangible assets this has been replaced by NAV as the most appropriate
measure.
2
Following the deconsolidation of IPG Cayman LP, LP investments have been added to the definitions of Total Portfolio, and Net Portfolio Gains and a new APM Portfolio
Investment has been created which aggregates investment into equity and debt investments with investments into LP funds, to give a measure reflecting total
investment into the Group’s portfolio.
3
The APM ‘Net Realisations/Investments’ used in prior years is no longer believed to represent a useful additional measure.
4
Given the size and volatility of the Group’s holding in Oxford Nanopore, the directors believe that this new measure showing profit excluding fair value movements in
Oxford Nanopore represents a useful additional measure for users of the accounts.
30
.
Post balance sheet events
As of the reporting date, unrealised fair value losses in respect of the Group’s quoted portfolio totalled £26.2m, largely in respect of
Oxford Nanopore Technologies plc, which has seen a fair value loss of £28.3m since 31 December 2022.
29
.
Alternative performance measures (“APM”)
continued
STRATEGIC REPORT
OUR GOVERNANCE
247
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
Note
2022
£m
2021
£m
ASSETS
Non-current assets
Investment in subsidiary undertakings
2
329.2
326.7
Equity and debt investments
3
3.5
3.5
Limited liability partnership interests
4
2.7
2.7
Loans to subsidiary undertakings: long term
5
599.0
470.1
Total non-current assets
934.4
803.0
Current assets
Loans to subsidiary undertakings: short term
5
103.0
Cash & cash equivalent
0.1
Total current assets
0.1
103.0
Total assets
934.5
906.0
EQUITY AND LIABILITIES
Capital and reserves
Called up share capital
6
21.3
21.3
Share premium account
6
102.8
102.7
Retained earnings
6
750.3
769.5
Total equity attributable to equity holders
874.4
893.5
Current liabilities
Trade and other payables
0.6
0.4
Borrowings
6.1
Total current liabilities
0.6
6.5
Non-current liabilities
Borrowings
59.5
6.0
Total non-current liabilities
59.5
6.0
Total liabilities
60.1
12.5
Total equity and liabilities
934.5
906.0
Registered number: 4204490
The Company has taken advantage of the
exemption granted by Section 408 of the
Companies Act 2006 whereby no individual
income statement of the Company is disclosed.
The Company’s loss for the financial year was
£1.4m (profit: 2021: £2.4m)
The accompanying notes form an integral
part of the financial statements. The financial
statements on pages 248 to 249 were approved
by the Board of Directors and authorised for issue
on 7 March 2022 and were signed on its behalf by:
Greg Smith
Chief Executive Officer
David Baynes
Chief Financial Officer
STRATEGIC REPORT
OUR GOVERNANCE
248
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
COMPANY BALANCE SHEET
.
AS AT 31 DECEMBER 2022
Share
capital
£m
Share
premium
(i)
£m
Retained
earnings
(ii)
£m
Total
£m
At 1 January 2021
21.3
101.9
807.5
930.7
Comprehensive income
2.4
2.4
Issue of shares
(iii)
0.8
0.8
Purchase of treasury shares
(iv)
(27.2)
(27.2)
Equity-settled share-based payments
(v)
2.6
2.6
Ordinary dividends
(vi)
(15.8)
(15.8)
At 1 January 2022
21.3
102.7
769.5
893.5
Comprehensive income
(1.4)
(1.4)
Issue of shares
(iii)
0.1
0.1
Purchase of treasury shares
(iv)
(8.0)
(8.0)
Equity-settled share-based payments
(v)
2.9
2.9
Ordinary dividends
(vi)
(12.7)
(12.7)
At 31 December 2022
21.3
102.8
750.3
874.4
(i)
Share premium – Amount subscribed for share
capital in excess of nominal value, net of directly
attributable issue costs.
(ii)
Retained earnings – net gains and losses
recognised in the consolidated statement of
comprehensive income net of associated share-
based payments credits.
(iii)
Issue of shares – Share premium in connection
with the Interim Scrip Dividend, the Group has
received valid elections from shareholders
resulting in a requirement to issue new ordinary
shares of 2p each (“New Shares”).
(iv)
Purchase of treasury shares – Reflects the issue
of 7,429,494 ordinary shares, with an aggregate
value of £8.0m, these were purchased by the
Company during the year and are held in
treasury. Total value including costs was £8.0m.
(2021: 22,279,127 share purchased for total value
of £27.0m, total including costs of £27.2m).
These shares were purchased for the £35m
share buyback. This also includes movement in
treasury shares related to DBSP and employee
SAYE schemes.
(v)
Equity-settled share-based payments –
amounts recognised in respect of the Group’s
share-based payments schemes recognised
as a subsidiary investment in the Company
accounts with a corresponding entry against
equity.
(vi)
Ordinary Dividends – Of the £12.7m dividends
paid in 2022, £12.3m was settled in cash and
£0.4m was settled via the issue of equity under
the Group’s scrip programme (2021: £15.8m,
£15.0m, £0.8m). 485,569 new shares were issued
in respect of the scrip dividend (2021: 679,553
shares issued).
The accompanying notes form an
integral part of the financial statements.
STRATEGIC REPORT
OUR GOVERNANCE
249
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
COMPANY STATEMENT OF CHANGES IN EQUITY
.
AS AT 31 DECEMBER 2022
1
.
Accounting policies
These financial statements were prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”).
In preparing these financial statements, the Company applies
the recognition, measurement and disclosure requirements of
UK-adopted International Accounting Standards in conformity
with the requirements of the Companies Act 2006 (“Adopted
IFRSs”) but makes amendments where necessary in order to
comply with Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken.
Under section s408 of the Companies Act 2006 the company
is exempt from the requirement to present its own profit and
loss account.
In these financial statements, the Company has applied the
exemptions available under FRS 101 in respect of the following
disclosures: a cash flow statement and related notes; disclosures
in respect of transactions with wholly owned subsidiaries;
disclosures in respect of capital management; from presenting
a comparative period reconciliation for share capital, the
effects of new but not yet effective IFRSs; and disclosures of
compensation of key management personnel.
As the consolidated financial statements include the equivalent
disclosures, the Company has also taken the exemptions under
FRS 101 available in respect of the following disclosures: IFRS 2
Share-Based Payments in respect of Group-settled share-based
payments; and certain disclosures required by IFRS 13 Fair Value
Measurement and the disclosures required by IFRS 7 Financial
Instrument Disclosures.
The Company proposes to continue to adopt the reduced
disclosure framework of FRS 101 in its next financial statements.
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in
these financial statements.
Subsidiary investments
Investments in subsidiaries are stated at cost less, where
appropriate, provision for impairment. The Company tests the
investment balances for impairment annually or whenever there
is an indication that the value of carrying amount may not be
recoverable.
The Company tests the investment balances for impairment
annually or whenever there is an indication that the value of
carrying amount may not be recoverable. In light of the fact
that the majority of the assets in the Company’s subsidiaries
are recorded at fair value, subsidiary net assets are taken as
an approximation of their minimum recoverable amount. If the
carrying value of an investment in a subsidiary is in excess of
the minimum recoverable amount, the value of the investment
is impaired.
Consideration has been given as to whether the fact that IP
Group plc’s shares are trading at a discount to net asset value
constitutes a trigger an impairment assessment for the value of
the Company’s subsidiary investments. Given that the majority
of the assets within the Company’s subsidiaries are held at
fair value, the Directors do not believe that as a result of this
assessment an additional impairment is required.
Equity and debt investments
Investments are held at fair value through profit and loss vision
for impairment in value and are held for long-term investment
purposes.
The valuation methods applied are the same as those at the
Group level; details of which can be found in note 13 to the
Group’s financial accounts on pages 213 to 220.
Intercompany loans
All intercompany loans are initially recognised at fair value and
subsequently measured at amortised cost. Where intercompany
loans are intended for use on a continuing basis in the
Company’s activities, and there is no intention of their settlement
in the foreseeable future, they are presented as fixed assets.
STRATEGIC REPORT
OUR GOVERNANCE
250
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
1
.
Accounting policies
continued
Financial instruments
Currently the Company does not enter into derivative financial
instruments. Financial assets and financial liabilities are
recognised and cease to be recognised on the basis of when
the related titles pass to or from the Company.
Share-based payments
The Group operates a number of equity-settled share-based
compensation schemes under which the employing subsidiary
within the Group receives services from employees as
consideration for equity instruments in IP Group plc. For further
details on these schemes, see note 23 in the Group accounts.
When options are exercised, the company issues new shares.
The proceeds received net of any directly attributable costs are
credited to share capital (nominal value) and the balance to
share premium. In the Company financial statements, the grant
of share options is treated as a capital contribution. Specifically,
the fair value of employee services received (measured at
the date of grant) is recognised over the vesting period as
an increase to investment in subsidiary undertakings, with a
corresponding credit to equity in the parent entity financial
statements.
2
.
Investments in subsidiary undertakings
£m
At 1 January 2022
326.7
Investment in respect of share-based payments
2.9
Impairment of subsidiary undertakings in the year
(0.4)
At 31 December 2022
329.2
Details of the Company’s subsidiary undertakings as at 31
December 2022 are detailed in note 10 to the Company financial
statements.
3
.
Equity and debt investments
£m
At 1 January 2022
3.5
Fair value gains in the year
Disposals in the year
At 31 December 2022
3.5
Details of the Company’s associated undertakings and
significant holdings as at 31 December 2022 are disclosed in
note 11 to the Company financial statements.
4
.
Limited liability partnership interests
£m
At 1 January 2022
2.7
Fair value gain during the year
At 31 December 2022
2.7
Other investments relate to the Group’s 17.7% partnership interest
in Technikos LLP, see notes 1 and 24 of the Group accounts for
further details.
5
.
Loans to subsidiary undertakings
£m
At 1 January 2022
573.1
Drawdown/Repayment of loans by subsidiary
undertakings during the year
25.9
At 31 December 2022
599.0
STRATEGIC REPORT
OUR GOVERNANCE
251
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
5
.
Loans to subsidiary undertakings
continued
2022
£m
2021
£m
Current
103.0
Non-current
599.0
470.1
At 31 December 2022
599.0
573.1
The amounts due from subsidiary undertakings are interest free, repayable on demand and unsecured. Loans classified as
non-current are not expected to be recalled within one year.
Given the nature of the subsidiary undertakings to which they relate, the Company considers expected credit losses on the
Company’s receivables to be less than £0.1m and therefore not disclosed further (2021: under £0.1m).
6
.
Share capital and reserves
Share
capital
£m
Share
premium
£m
Profit and
loss reserve
£m
At 1 January 2022
21.3
102.7
769.5
Comprehensive income
(1.4)
Issue of shares
0.1
Purchase of treasury shares
(8.0)
Equity-settled share-based payments
2.9
Ordinary dividends
(12.7)
At 31 December 2022
21.3
102.8
750.3
Details of the Company’s authorised share capital and changes in its issued share capital can be found in note 21 to the
consolidated financial statements. Details of the movement in the share premium account can be found in the consolidated
statement of changes in equity.
7
.
Profit and loss account
As permitted by Section 408 of the Companies Act 2006, the Company’s profit and loss account has not been included in these
financial statements. The Company’s profit for the year was £1.4m (2021: profit of £2.4m).
Details of the auditor’s remuneration are disclosed in note 6 to the consolidated financial statements.
8
.
Directors’ emoluments, employee information and share-based payments
The remuneration of the directors is borne by Group subsidiary undertakings. Full details of their remuneration can be found in the
Directors’ Remuneration Report on pages 140 to 162.
Full details of the share-based payments charge and related disclosures can be found in note 23 to the consolidated financial
statements.
The Company had no employees during 2022 or 2021.
STRATEGIC REPORT
OUR GOVERNANCE
252
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
9
.
Dividends
Of the £12.7m dividends paid in 2022, £12.3m was settled in cash and £0.4m was settled via the issue of equity under the Group’s scrip
programme (2021: £15.8m dividends, £15.0m settled in cash, £0.8m settled via the issue of equity).
The proposed final dividend was recommended by the Board of Directors on 7 March 2023 and is subject to the approval of
shareholders at the 2023 AGM to be held on 15 June 2023. The proposed dividend has not been included as a liability as at 31
December 2022, in accordance with IAS 10 “Events after the reporting period”. It will be paid on 22 June 2023 to shareholders who are
on the register of members at close of business on 26 May 2023.
10
.
Details of subsidiary undertakings
Name of subsidiary undertakings
Proportion
of
ownership
interest
%
(i)
Proportion
of voting
power held
%
(i)
Proportion
of nominal
value held
%
Held by
Parent/
Group
IP2IPO Limited
100.0
100.0
100.0
Direct
IP2IPO Carry Partner Limited
100.0
100.0
100.0
Indirect
IP2IPO Americas Limited
100.0
100.0
100.0
Indirect
IP2IPO US Partners Limited
100.0
100.0
100.0
Indirect
Top Technology Ventures Limited
(iii)
100.0
100.0
100.0
Direct
Fusion IP Sheffield Limited
(ii)
100.0
100.0
100.0
Indirect
Fusion IP Cardiff Limited
(ii)
100.0
100.0
100.0
Indirect
IP Venture Fund II (GP) LLP
(iii)
100.0
100.0
100.0
Indirect
IP Ventures (Scotland) Limited
(iii)
100.0
100.0
100.0
Indirect
IP2IPO Portfolio (GP) Limited
(iii)
100.0
100.0
100.0
Indirect
IP2IPO Portfolio LP
100.0
100.0
100.0
Indirect
IP Capital Limited
(ii)
100.0
100.0
100.0
Indirect
IP2IPO Asia-Pacific Limited
100.0
100.0
100.0
Direct
IP Group Greater China Limited
100.0
100.0
100.0
Indirect
IP Group Greater China Services Limited
100.0
100.0
100.0
Indirect
IP Group (Shenzhen) Technology Consulting Co. Ltd
100.0
100.0
100.0
Indirect
IP2IPO ANZ Carry Limited
(ii)
100.0
100.0
100.0
Indirect
Kiko Ventures Limited
(ii)
100.0
100.0
100.0
Indirect
IP2IPO Australia Pty Limited
100.0
100.0
100.0
Indirect
IP2IPO Australia HP Pty Limited
100.0
100.0
100.0
Indirect
IP2IPO Australia Management Pty Limited
100.0
100.0
100.0
Indirect
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of subsidiary undertakings
Proportion
of
ownership
interest
%
(i)
Proportion
of voting
power held
%
(i)
Proportion
of nominal
value held
%
Held by
Parent/
Group
IP2IPO Australia GP Pty Limited
100.0
100.0
100.0
Indirect
IP2IPO Australia CT Pty Limited
100.0
100.0
100.0
Indirect
IP2IPO Australia VCMP LP
100.0
100.0
100.0
Indirect
IP2IPO Australia VCLP No 1 LP
100.0
100.0
100.0
Indirect
IP2IPO Australia TS Pty Ltd
100.0
100.0
100.0
Indirect
Parkwalk Advisors Limited
100.0
100.0
100.0
Direct
Touchstone Innovations Limited
100.0
100.0
100.0
Indirect
IP2IPO Innovations Limited
100.0
100.0
100.0
Indirect
Innovations Limited Partner Limited
100.0
100.0
100.0
Indirect
IP2IPO Company Maker Limited
100.0
100.0
100.0
Indirect
Touchstone Innovations Businesses LLP
100.0
100.0
100.0
Indirect
IPG USA (LP) Limited
100.0
100.0
100.0
Indirect
IPG USA SCO LP
100.0
100.0
100.0
Indirect
IP2IPO Nominees Limited
(ii)
100.0
100.0
100.0
Direct
IP2IPO Services Limited
(ii)
100.0
100.0
100.0
Direct
LifeUK (IP2IPO) Limited
(ii)
100.0
100.0
100.0
Direct
IP Industry Partners Limited
(ii)
100.0
100.0
100.0
Direct
Biofusion Licensing (Sheffield) Limited
(ii),(iv)
100.0
100.0
100.0
Indirect
Fusion IP Nottingham Limited
(ii),(iv)
100.0
100.0
100.0
Indirect
Fusion IP Two Limited
(ii),(iv)
100.0
100.0
100.0
Indirect
Asterion Limited
66.8
66.8
66.5
Indirect
PH Therapeutics Limited
(ii)
60.0
60.0
60.0
Indirect
Extraject Technologies Limited
(ii)
60.0
60.0
60.0
Indirect
IP Venture Fund II LP
(v)
33.3
33.3
33.3
Indirect
(i)
All holdings are via ordinary shares unless separate classes are specified in the table.
(ii)
Dormant/non-trading company.
(iii)
Company/engaged in fund management activity.
(iv)
Acquired as part of the Fusion IP plc acquisition.
(v)
As detailed in note 1 to the Group financial statements, though less than 33.3% of beneficial and nominal interest is held by the Group, the Group’s position as fund
manager to IP Venture Fund II LP means the Group fulfils the control criteria set out in IFRS 10 and the fund is thus consolidated.
All companies above have their registered offices at 2nd Floor 3 Pancras Square, Kings Cross, London, England, N1C 4AG, unless
separately listed on the following page.
10
.
Details of subsidiary undertakings
continued
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
10
.
Details of subsidiary undertakings
continued
IP Ventures (Scotland) Limited: 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ.
Asterion Limited: Windsor House, Cornwall Road, Harrogate, England, HG1 2PW.
PH Therapeutics Limited: Windsor House, Cornwall Road, Harrogate, England, HG1 2PW.
Extraject Technologies Limited: Windsor House, Cornwall Road, Harrogate, England, HG1 2PW.
IP2IPO Australia Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP Group Greater China Limited: 6/F Alexandra House, 18 Chater Road, Central Hong Kong.
IP Group Greater China Services Limited: 6/F Alexandra House, 18 Chater Road, Central Hong Kong.
IP2IPO Australia HP Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia Management Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia GP Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia CT Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia VCMP LP: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia VCLP No 1 LP: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia TS Pty Ltd, 658 856 832, Level 35, 360 Elizabeth Street, Melbourne, VIC, 3000, Australia.
IPG USA SCO LP: 13 Queens Road, Aberdeen, AB15 4YL.
All companies above are incorporated in England and Wales with the exception of IP Ventures (Scotland) Limited incorporated in
Scotland, IP Group Inc, IP2IPO Australia Pty Limited, IP2IPO Australia HP Pty Limited, IP2IPO Australia Management Pty Limited, IP2IPO
Australia GP Pty Limited, IP2IPO Australia CT Pty Limited, IP2IPO Australia VCMP LP and IP2IPO Australia VCLP No 1 LP which were
incorporated in Australia and IP Group Greater China Limited and IP Group Greater China Services Limited are both incorporated in
Hong Kong.
All companies above undertake the activity of commercialising intellectual property unless stated otherwise. All companies are
consolidated into the Group’s financial performance and position following the acquisition method bar those specified which are
omitted due to being immaterial.
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
11
.
Details of significant holdings and associated undertakings
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Accelercomm Limited
Ground Floor Epsilon House Enterprise Road, Chilworth,
Southampton, England, SO16 7NS
32.6%
Group
Ordinary Shares (Accelercomm Limited)
53.5%
Group
Ordinary A Shares (Accelercomm Limited)
30.9%
Group
Alesi Surgical Limited
Cardiff Medicentre, Heath Park, Cardiff, United Kingdom,
CF14 4UJ
30.2%
Group
Preferred B Shares (Alesi Surgical Limited)
9.7%
Group
Ordinary Shares (Alesi Surgical Limited)
57.0%
Group
Preferred Ordinary Shares (Alesi Surgical Limited)
40.3%
Group
Preferred C Shares (Alesi Surgical Limited)
42.0%
Group
A Shares (Alesi Surgical Limited)
100.0%
Group
Amaethon Limited
Popeshead Court Offices, Peter Lane, York, United Kingdom,
YO1 8SU
27.62%
Group
A Ordinary Shares (Amaethon Limited)
52.87%
Group
B Shares (Amaethon Limited)
27.62%
Group
AnywhereHPLC Limited
(ii)
52 Princes Gate, Exhibition Road, London, United Kingdom,
SW7 2PG
50.00%
Group
Ordinary Shares (AnywhereHPLC Limited)
50.00%
Group
Aperio Pharma Limited
3 Pancras Square, London, United Kingdom, N1C 4AG
46.15%
Group
Ordinary Shares (Aperio Pharma Limited)
46.15%
Group
Aqdot Limited
Lab 1 Iconix 2 Iconix Park, London Road, Cambridge, United
Kingdom, CB22 3EG
29.19%
Group
Preference Shares (Aqdot Limited)
39.37%
Group
Arkivum Limited
85 Great Portland Street, London, United Kingdom, W1W 7LT
20.36%
Group
Ordinary Shares (Arkivum Limited)
19.36%
Group
A Ordinary shares (Arkivum Limited)
25.72%
Group
Art of Xen Limited
(ii)
NHS Liaison Unit, 4th Floor, Mckenzie House, 30–36 Newport
Road, Cardiff, United Kingdom, CF24 0DE
99.78%
Group
A Preference Shares (Art of Xen Limited)
100.00%
Group
B Preference Shares (Art of Xen Limited)
100.00%
Group
Deferred Shares (Art of Xen Limited)
100.00%
Group
STRATEGIC REPORT
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Atazoa Limited
Skempton Building, Imperial College Room 205, Skempton
Building, Imperial College, London, United Kingdom, SW7 2AZ
24.94%
Group
Ordinary Shares (Atazoa Limited)
49.85%
Group
AudioScenic Limited
Suite A, Epsilon House Enterprise Road, Southampton
Science Park, Southampton, United Kingdom, SO16 7NS
36.06%
Group
Ordinary Shares (AudioScenic Limited)
38.45%
Group
A Ordinary Shares (AudioScenic Limited)
33.14%
Group
Autifony Therapeutics Limited
Stevenage Bioscience Catalyst, Gunnels Wood Road,
Stevenage, Hertfordshire, United Kingdom, SG1 2FX
26.43%
Group
A3 Preference Shares (Autifony Therapeutics Limited)
35.53%
Group
Ordinary Shares (Autifony Therapeutics Limited)
1.71%
Group
A Preference Shares (Autifony Therapeutics Limited)
38.40%
Group
Azuri Technologies Limited
St. John’s Innovation Centre, Cowley Road, Cambridge,
United Kingdom, CB4 0WS
42.42%
Group
A Preference Shares (Azuri Technologies Limited)
45.33%
Group
Ordinary shares (Azuri Technologies Limited)
37.45%
Group
Boxarr Limited
Windsor House, Cornwall Road, Harrogate, England, HG1 2PW
45.43%
Group
Ordinary Shares (Boxarr Limited)
45.43%
Group
Bramble Energy Limited
6 Satellite Business Village, Fleming Way, Crawley, United
Kingdom, RH10 9NE
31.74%
Group
Ordinary Shares (Bramble Energy Limited)
32.84%
Group
A Ordinary Shares (Bramble Energy Limited)
32.45%
Group
C-Capture Limited
Windsor House, Cornwall Road, Harrogate, England, HG1 2PW
35.68%
Group
Ordinary Shares (C-Capture Limited)
32.37%
Group
Series A Preference Shares - Non voting (C-Capture Limited)
100.00%
Group
Series A Preference Shares (C-Capture Limited)
37.01%
Group
Chromosol Limited
27 Churchgate Street, Bury St Edmunds, Suffolk, United
Kingdom, IP33 1RG
34.62%
Group
Ordinary Shares (Chromosol Limited)
34.62%
Group
Creavo Medical Technologies Limited
Cel House, Westwood Way, Westwood Business Park,
Coventry, United Kingdom, CV4 8HS
37.83%
Group
A Shares (Creavo Medical Technologies Limited)
100.00%
Group
Ordinary Shares (Creavo Medical Technologies Limited)
38.24%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Crysalin Limited
The White Building, 1-4 Cumberland Place, Southampton,
United Kingdom, SO15 2NP
25.34%
Group
Ordinary Shares (Crysalin Limited)
27.03%
Group
Defenition Limited
Windsor House, Cornwall Road, Harrogate, United Kingdom,
HG1 2PW
49.50%
Group
Ordinary Shares (Defenition Limited)
48.48%
Group
B Ordinary Shares (Defenition Limited)
100.00%
Group
Edgetic Limited
Saxon House, Saxon Way, Cheltenham, United Kingdom,
GL52 6QX
48.97%
Group
Ordinary Shares (Edgetic Limited)
55.80%
Group
B Ordinary Shares (Edgetic Limited)
100.00%
Group
Emdot Limited
The Walbrook Building, 25 Walbrook, London, United
Kingdom, EC4N 8AF
26.27%
Group
Ordinary Shares (Emdot Limited)
26.27%
Group
Enterprise Therapeutics Holdings Ltd
Sussex Innovation Centre Science Park Square, Falmer,
Brighton, United Kingdom, BN1 9SB
21.90%
Group
Series A Shares (Enterprise Therapeutics Holdings Limited)
47.60%
Group
Series B Shares (Enterprise Therapeutics Holdings Limited)
16.38%
Group
FaultCurrent Limited
2 Sovereign Quay, Havannah Street, Cardiff, United Kingdom,
CF10 5SF
35.75%
Group
Ordinary Shares (FaultCurrent Limited)
35.75%
Group
A Shares (FaultCurrent Limited)
35.80%
Group
First Light Fusion Limited
Unit 10 Mead Road, Yarnton, Kidlington, Oxfordshire, United
Kingdom, OX5 1QU
27.46%
Group
Ordinary Shares (First Light Fusion Limited)
28.20%
Group
Fluid Pharma Limited
Windsor House, Cornwall Road, Harrogate, United Kingdom,
HG1 2PW
40.35%
Group
B Ordinary Shares (Fluid Pharma Limited)
87.06%
Group
Ordinary Shares (Fluid Pharma Limited)
39.56%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
OUR GOVERNANCE
258
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Garrison Technology Limited
117 Waterloo Road, London, United Kingdom, SE1 8UL
22.58%
Group
A Preference Shares (Garrison Technology Limited)
94.92%
Group
A1 Preference Shares (Garrison Technology Limited)
25.00%
Group
A2 Preference Shares (Garrison Technology Limited)
32.91%
Group
B Preference shares (Garrison Technology Limited)
13.97%
Group
Gripable Limited
Thornton House, 39 Thornton Road, London, England,
SW19 4NQ
30.87%
Group
Ordinary Shares (Gripable Limited)
31.27%
Group
Hysata Pty Ltd
AIIM Building, Innovation Campus, North Wollongong NSW
2500, Australia
35.53%
Group
Ordinary Shares (Hysata Pty Ltd)
35.53%
Group
Hysata Pty Ltd - UK investment only
AIIM Building, Innovation Campus, North Wollongong NSW
2500, Australia
100.00%
Group
Ordinary Shares (Hysata Pty Ltd - UK investment only)
100.00%
Group
Ibex Innovations Limited
Explorer 2 – Netpark Thomas Wright Way, Sedgefield,
Stockton-on-Tees, United Kingdom, TS21 3FF
38.60%
Group
Ordinary Shares (Ibex Innovations Limited)
38.60%
Group
Ieso Digital Health Limited
The Jeffreys Building, Cowley Road, Cambridge,
Cambridgeshire, United Kingdom, CB4 0DS
32.15%
Group
A1 Preference Shares (Ieso Digital Health Limited)
46.70%
Group
Ordinary Shares (Ieso Digital Health Limited)
17.36%
Group
A Ordinary Shares (Ieso Digital Health Limited)
85.23%
Group
B1 Preferred Shares (Ieso Digital Health Limited)
18.43%
Group
Iksuda Therapeutics Limited
The Biosphere, Draymans Way, Newcastle Helix, Newcastle
upon Tyne, United Kingdom, NE4 5BX
31.20%
Group
A Ordinary Shares (Iksuda Therapeutics Limited)
50.00%
Group
Ordinary Shares (Iksuda Therapeutics Limited)
22.55%
Group
Series A Shares (Iksuda Therapeutics Limited)
34.21%
Group
Intrinsic Semiconductor Technologies Limited
UCL Business plc, The Network Building, 97 Tottenham Court
Road, London, United Kingdom, W1T 4TP
27.39%
Group
A Ordinary Shares (Intrinsic Semiconductor
Technologies Ltd)
43.67%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
OUR GOVERNANCE
259
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Ionix Advanced Technologies Limited
Windsor House, Cornwall Road, Harrogate, United Kingdom,
HG1 2PW
28.72%
Group
B Ordinary Shares (Ionix Advanced Technologies Limited)
100.00%
Group
Ordinary Shares (Ionix Advanced Technologies Limited)
28.58%
Group
Ipalk SAS
112 Rye des Hautes Variennes, 45200, Amilly, France
22.00%
Group
Ordinary Shares (Ipalk SAS)
22.00%
Group
IPG-CEL China Ventures Limited
Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong
50.00%
Group
Istesso Limited
3 Pancras Square, Kings Cross, United Kingdom,
N1C 4AG
27.54%
Group
Ordinary Shares (Istesso Limited)
42.71%
Group
A Shares (Istesso Limited)
75.58%
Group
Jetra Therapeutics Pty Limited
St Lucia, Queensland, 4072, Australia
23.53%
Group
Ordinary Shares (Jetra Therapeutics Pty Limited)
23.53%
Group
Lixea Limited
6th Floor, One London Wall, London, United Kingdom,
EC2Y 5EB
36.86%
Group
Ordinary Shares (Lixea Limited)
36.86%
Group
Magnomatics Limited
Park House, Bernard Road, Sheffield, United Kingdom, S2 5BQ
38.11%
Group
A Shares (Magnomatics Limited)
52.14%
Group
B Shares (Magnomatics Limited)
100.00%
Group
C Ordinary Shares (Magnomatics Limited)
100.00%
Group
Ordinary Shares (Magnomatics Limited)
16.24%
Group
Metabometrix Limited
10 Fern Hill, Dersingham, King’s Lynn, Norfolk, United Kingdom,
PE31 6HT
23.00%
Group
Ordinary Shares (Metabometrix Limited)
23.00%
Group
Mixergy Limited
30 Upper High Street, Thame, Oxfordshire, United Kingdom,
OX9 3EZ
26.85%
Group
Ordinary Shares (Mixergy Limited)
27.36%
Group
A Ordinary Shares (Mixergy Limited)
22.00%
Group
Nascient Limited
(ii)
3 Field Court, London, United Kingdom, WC1R 5EF
73.22%
Group
Preference Shares (Nascient Limited)
100.00%
Group
Ordinary Shares (Nascient Limited)
50.00%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
OUR GOVERNANCE
260
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
NGenics Global Limited
The Catalyst Baird Lane, Heslington, York, North Yorkshire,
United Kingdom, YO10 5GA
29.61%
Group
Ordinary Shares (NGenics Global Limited)
29.61%
Group
Oxehealth Limited
Magdalen Centre North, Oxford Science Park, Oxford, United
Kingdom, OX4 4GA
27.95%
Group
Ordinary Shares (Oxehealth Limited)
27.99%
Group
Oxford Biotrans Limited
30 Upper High Street, Thame, Oxfordshire, United Kingdom,
OX9 3EZ
42.28%
Group
Ordinary Shares (Oxford Biotrans Limited)
13.72%
Group
Seed Preferred (Oxford Biotrans Limited)
70.45%
Group
OxSyBio Limited
The Walbrook Building, 25 Walbrook, London, United
Kingdom, EC4N 8AF
45.17%
Group
A Shares (OxSyBio Limited)
100.00%
Group
Ordinary Shares (OxSyBio Limited)
45.85%
Group
Preference shares (OxSyBio Limited)
40.00%
Group
Oxular Limited
Magdalen Centre, Robert Robinson Avenue, Oxford, United
Kingdom, OX4 4GA
25.58%
Group
A Preference Shares (Oxular Limited)
56.19%
Group
A1 Preference Shares (Oxular Limited)
16.91%
Group
Perlemax Limited
318 Broad Lane, Kroto Innovation Centre, Sheffield, South
Yorkshire, England, S3 7HQ
34.46%
Group
Ordinary Shares (Perlemax Limited)
34.46%
Group
RFC Power Limited
Windsor House, Cornwall Road, Harrogate, United Kingdom,
HG1 2PW
31.90%
Group
Ordinary Shares (RFC Power Limited)
28.31%
Group
T Ordinary Shares (RFC Power Limited)
100.00%
Group
Riotech Pharmaceuticals Limited
49 Arrivato Plaza, Hall Street, St Helens, United Kingdom,
WA10 1GH
24.00%
Group
Ordinary Shares (Riotech Pharmaceuticals Limited)
24.00%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
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261
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Spinetic Energy Limited
The Old Post Office, 41-43 Market Place, Chippenham,
Wiltshire, United Kingdom, SN15 3HR
29.61%
Group
Ordinary Shares (Spinetic Energy Limited)
29.61%
Group
Sweetgen Limited
PO Box Suite 51, 235 Sweetgen Ltd , Suite 51, Earls Court Road,
London, England, SW5 9FE
50.00%
Group
Ordinary Shares (Sweetgen Limited)
50.00%
Group
Telectica Limited
49 Burnham Road, St. Albans, Hertfordshire, United Kingdom,
AL1 4QN
26.35%
Group
Seed Preferred Shares (Telectica Limited)
90.53%
Group
Therapeutic Frontiers Limited
73 Elmsleigh Road Twickenham, London, United Kingdom,
TW2 5EF
25.84%
Group
Ordinary Shares (Therapeutic Frontiers Limited)
25.84%
Group
Topivert Limited
1 More London Place, London, United Kingdom, SE1 2AF
28.75%
Group
Ordinary Shares (Topivert Limited)
1.75%
Group
A Ordinary Shares (Topivert Limited)
37.78%
Group
Series B1 Preferred Shares (Topivert Limited)
34.00%
Group
Series B2 Preferred Shares (Topivert Limited)
37.14%
Group
TriboSim Limited
49 Station Road Tribosim Ltd, Polegate, East Sussex, United
Kingdom, BN26 6EA
22.50%
Group
Ordinary Shares (TriboSim Limited)
22.50%
Group
Ubiquigent Limited
Dundee University Incubator Dundee Technopole, James
Lindsay Place, Dundee, United Kingdom, DD1 5JJ
37.56%
Group
Ordinary Shares (Ubiquigent Limited)
37.56%
Group
Uniphy Limited
Nexus, Discovery Way, Leeds, United Kingdom, LS2 3AA
39.04%
Group
Ordinary Shares (Uniphy Limited)
39.05%
Group
A Shares (Uniphy Limited)
16.00%
Group
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
OUR GOVERNANCE
262
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Name of undertaking
Registered address
Proportion
of nominal
value held
%
(i)
Held by
Parent/
Group
(ii)
Zeetta Networks Limited
First Floor, Templeback, 10 Temple Back, Bristol, United
Kingdom, EC4N 8AF
21.82%
Group
Ordinary Shares (Zeetta Networks Limited)
12.35%
Group
Preference Shares (Zeetta Networks Limited)
25.44%
Group
Zihipp Limited
Da Vinci House, Basing View, Basingstoke, Hampshire, United
Kingdom, RG21 4EQ
30.93%
Group
Ordinary Shares (Zihipp Limited)
30.93%
Group
Zoompast Limited
Office 7, 35-37 Ludgate Hill, London, United Kingdom, EC4M
7JN
31.25%
Group
Ordinary Shares (Zoompast Limited)
31.25%
Group
(i)
All holdings are via ordinary shares unless separate classes are specified in the table.
(ii)
Voting % less than 50%.
The significant influence noted above has been determined in line with IAS 28 and Schedule 4 of The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008.
11
.
Details of significant holdings and associated undertakings
continued
STRATEGIC REPORT
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BUSINESS OVERVIEW
OUR FINANCIALS
.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
.
Company registration number
04204490
Registered office
2nd Floor
3 Pancras Square
Kings Cross
London
N1C 4AG
Directors
Sir Douglas Jardine Flint
(Non-executive Chairman)
Gregory Simon Smith
(Chief Executive Officer)
David Graham Baynes
(Chief Financial and Operating Officer)
Aedhmar Hynes
(Non-executive Director and Senior
Independent Director)
Dr Caroline Anne Brown
(Non-executive Director)
Heejae Richard Chae
(Non-executive Director)
Dr Elaine Sullivan
(Non-executive Director)
Anita Kidgell
(Non-executive Director)
Company secretary
Angela Leach
Brokers
Bank of America Merrill Lynch
Financial Centre
2 King Edward Street
London
EC1A 1HQ
Numis Securities Limited
London Office
45 Gresham Street
London
EC2V 7BF
Joh. Berenberg, Gossler & Co. KG
60 Threadneedle Street
London
EC2R 8HP
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Bankers
Royal Bank of Scotland
PO Box 333
Silbury House
300 Silbury Boulevard
Milton Keynes
MK9 2ZF
Solicitors
Baker & McKenzie LLP
100 New Bridge Street
London
EC4V 6JA
Independent auditor
KPMG LLP
15 Canada Square
London
E14 5GL
STRATEGIC REPORT
OUR GOVERNANCE
264
IP GROUP PLC ANNUAL REPORT 2022
BUSINESS OVERVIEW
OUR FINANCIALS
.
COMPANY INFORMATION
.
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
IP Group plc
2nd Floor,
3 Pancras Square,
Kings Cross,
London, N1C 4AG
T +44 (0)20 7444 0050
F +44 (0)20 7929 6415
www.ipgroupplc.com